Oimex Electrode Limited - electrogroupbd.comelectrogroupbd.com/Prospectus.pdf · Khairul Bashar Abu Taher Mohammed Chief Executive Officer & EVP Tel: +88-02-8321714 Fax: +88-02-8321543

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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 22,500,000 ordinary shares

Issue date of the Prospectus:

Offer price Tk. 10.00 each (at par), total size of fund to be raised Tk. 225,000,000.00

Opening and closing date of subscription

Opening date of subscription:

Closing date of subscription:

PROSPECTUS

Name of Issuer

Electro Battery Company Limited

28, Dilkusha C/A, 19th Floor, Suit# 1901 & 1902, Dhaka- 1000

Phone: +88-02-9552060, Fax: +88-02-9559346

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

Name of Issue Manager

MTB Capital Limited

MTB Tower (Level 3), 111 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka 1000

Phone: +88-02-8321714, Fax: +88-02-8321543

Email: [email protected]

Web: www.mtbcap.com

http://www.mtbcap.com/

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(2) (a) Preliminary information and declarations:

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

Name & Address Contact Person Telephone, Fax, Email & Web address

Issuer


28, Dilkusha C/A, 19th Floor, Suit#

1901 & 1902, Dhaka- 1000

Md. Ansar Uddin

Managing Director

Tel: +88-02-9552060

Fax: +88-02-9559346


Web: www.electrogroupbd.com

Issue Manager

MTB Capital Limited

MTB Tower (Level-3)

111 Kazi Nazrul Islam Avenue

Bangla Motor, Dhaka-1000

Khairul Bashar

Abu Taher Mohammed

Chief Executive Officer

& EVP

Tel: +88-02-8321714

Fax: +88-02-8321543

Email:[email protected]

Web: www.mtbcap.com

Underwriters

MTB Capital Limited

MTB Tower (Level-3)



Khairul Bashar

Abu Taher Mohammed

Chief Executive Officer & EVP

Tel: +88-02-8321714

Fax: +88-02-8321543


Web: www.mtbcap.com

GSP Investments Limited

1, Paribagh, Mymensingh Road,

Dhaka-1000 Mohammad Kamrujjaman

Chief Executive Officer (CC)

Tel: +88-02-9674306

Fax: +88-02-9674194


Web: www.gsp-investments.com

Auditor

AHMAD & AKHTAR

Chartered Accountants

BCIC Bhaban (3rd Floor)

30-31, Dilkusha C/A, Dhaka-1000

A Correspondent Member Firm of

Russell Bedford International, UK.

Kanchi Lal Das FCA

Partner

P: +88-02-9561289

F: +88-02-9564366


Web: www.aacabd.org

(ii) A person interested to get a prospectus may obtain from the issuer, and the issue manager(s).

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

mailto:[email protected]

http://www.oimexelectrodes.com/



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(iv) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN

OBTAINED TO THE ISSUE OR OFFER OF THESE SECURITIES UNDER THE SECURITIES AND

EXCHANGE ORDINANCE, 1969, AND THE BANGLADESH SECURITIES AND EXCHANGE

COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN

GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE

FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE

OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR

OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER,

ITS DIRECTORS, CHIEF EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL

OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE MANAGER’S CHIEF EXECUTIVE

OFFICER, UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY (IF

ANY)."

(v) “This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The

face value of the securities is Tk. 10.00 (ten) and the issue price is Tk. 10.00 (ten), i.e. the face value. The issue

price has been determined and justified by the issuer and the issue manager as stated under the paragraph on

“Justification of Issue Price” should not be taken to be indicative of the market price of the securities after

listing. No assurance can be given regarding an active or sustained trading of the securities or the price after

listing.”

(vi) "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 numbers 78 to 85. "

(vii) “The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this

prospectus contains all material information with regard to the issuer and the issue, that the information

contained in the prospectus are true, fair and correct in all material aspects and are not misleading in any

respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts,

the omission of which make this document as a whole or any of such information or the expression of any such

opinions or intentions misleading in any material respect.”

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(a) 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:

Name & Address Contact Person Telephone, Fax, Email & Web address

Issuer


28, Dilkusha C/A, 19th Floor, Suit#

1901 & 1902, Dhaka- 1000

Md. Ansar Uddin

Managing Director

T: +88-02-9552060

F: +88-02-9559346


Web: www.electrogroupbd.com

Issue Manager

MTB Capital Limited

MTB Tower (Level-3)



Khairul Bashar

Abu Taher Mohammed


Tel: +88-02-8321714

Fax: +88-02-8321543


Web: www.mtbcap.com

Underwriters

MTB Capital Limited

MTB Tower (Level-3)



Khairul Bashar

Abu Taher Mohammed


Tel: +88-02-8321714

Fax: +88-02-8321543


Web: www.mtbcap.com


1, Paribagh, Mymensingh Road,

Dhaka-1000

Mohammad Kamrujjaman


Tel: +88-02-9674306

Fax: +88-02-9674194


Web: www.gsp-investments.com

Stock Exchanges

Dhaka Stock Exchange Limited

9/F, Motijheel C/A, Dhaka-1000

Md. Afzalur Rahman

Manager

T: +88-02-9564601-7, 96666944-8

F: +88-02-9564727, 9569755


Web: www.dsebd.org

Chittagong Stock Exchange Ltd.

CSE Building, 1080 Sk. Mujib Road

Agrabad C/A, Chittagong-4100

Dhaka liaison Office: 52-53,

Dilkusha C/A, Dhaka-1000

Mohammad Jabed Sarwar

Assistant Manager

T: +88-031-714632-3

F: +88-031-714101


Web: www.cse.com.bd

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

(ii) Name and date of newspapers where abridged version of prospectus was published:

Sl# Name of newspapers Date of publication

01

02

03

04



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(iii) Definition and acronyms/ elaborations:

A M

AGM Annual General Meeting MD Managing Director

Allotment Letter of allotment for shares MTBCL MTB Capital Limited

B

BO A/C Beneficial owner account or

Depository account

N

BAS Bangladesh Accounting Standard NAV Net Asset Value

BDT Bangladeshi Taka NRB Non-resident Bangladeshi

BSEC Bangladesh Securities and

Exchange Commission

BFRS Bangladesh Financial Reporting

Standard

O

Offering Price Price of the Securities of Electro

Battery Company Ltd. being offered

C

CDBL Central Depository Bangladesh

Limited

P

Commission Bangladesh Securities and

Exchange Commission

P/E Price earnings ratio

Companies Act Companies Act, 1994 (Act. No.

XVIII of 1994)

Pound United Kingdom Pound

CEO Chief Executive Officer

CFO Chief Financial Officer R

CSE Chittagong Stock Exchange

Limited

Registered Office Registered Office of EBCL

CIB Credit information Bureau RJSC Registrar of Joint Stock Companies

& Firms

D S

DSE Dhaka Stock Exchange Limited Securities Shares of Electro Battery Company

Ltd.

Sponsors The Sponsor shareholders of Electro

Battery Company Ltd.

E Subscription Application Money

EBCL Electro Battery Company Ltd.

EMCL Energy Metter Company Ltd. T

EI Eligible Investor The Company Electro Battery Company Ltd.

EPS Earnings per share TIN Tax Identification Number

Exchanges Stock Exchanges Tk. Taka

ESPL Electro Solar Power Limited

EMSL Electro Mechanical Service Limited U

EMPL EM Power Limited USD United States Dollar

ETSCL Electro Transformer & Switchgear

Company Limited

ELLL Electro Led & Lights Limited V

VAT The value added tax

F

FC Account Foreign currency account W

WDV Written Down Value

I WPPF Workers' Profit Participation Fund

IPO Initial public offering

Issue Public issue

Issuer Electro Battery Company Limited

Issue Manager MTB Capital Ltd.

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TABLE OF CONTENTS

Section (i): Executive summary ...................................................................................................................................... 8 (a) About the industry: ................................................................................................................................................... 8 (b) About the Issuer: ...................................................................................................................................................... 8 (c) Financial information: .............................................................................................................................................. 8 (d) Features of the issue and its objects: ........................................................................................................................ 9 (e) Legal and other Information:.................................................................................................................................... 9 (f) Promoters’ background: ........................................................................................................................................... 9 (g) Capital structure and history of capital raising: ......................................................................................................10 (h) Summary of valuation report of securities: .............................................................................................................10

Section (ii): Conditions imposed by the commission in the consent letter .................................................................11 Disclosure in respect of issuance of security in Dematerialized Form: ........................................................................11 Conditions imposed by the Commission in the Consent Letter: ...................................................................................11

Section (iii): Declaration and due diligence certificates as per annexure- A, B and C .............................................17 Declaration about the responsibility of the directors, including the CEO of the issuer in respect of the prospectus ....17 Due diligence certificate by issue manager (s) .............................................................................................................17 Due diligence certificate by the underwriter(s) ............................................................................................................19 Due diligence certificate by the underwriter(s) ............................................................................................................20

Section (iv): About the Issuer ........................................................................................................................................21 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: .................................................................................................................................................................21 b) The names of the sponsors and directors of the issuer: ............................................................................................21 c) The name, logo and address of the auditors along with their telephone numbers, fax numbers, contact persons,

website and e-mail addresses: .......................................................................................................................................21 d) Name of the Stock Exchanges where the specified securities to be listed:...............................................................22

Section (v): Corporate directory of the issuer ..............................................................................................................22

Section (vi): Description of the Issuer ...........................................................................................................................23 (a) Summary: ................................................................................................................................................................23 (b) General Information: ...............................................................................................................................................23 (c) Capital Structure: ....................................................................................................................................................26 (d) Description of Business: .........................................................................................................................................29 (e) Description of property: ..........................................................................................................................................36 (f) Plan of operation and discussion of financial condition: .........................................................................................43

Section (vii): Management’s discussion and analysis of financial condition and results of operations ...................53 (a) Overview of business and strategies: ......................................................................................................................53 (b) SWOT Analysis: .....................................................................................................................................................53 (c) Analysis of the financial statements of last five years with reasons of fluctuating revenue or sales, other income,

total income, cost of material, finance cost, depreciation and amortization expense, other expense, changes of

inventories, net profit before & after tax, EPS etc. .......................................................................................................54 (d) Known trends demands, commitments, events or uncertainties that are likely to have an effect on the company’s

business: .......................................................................................................................................................................55 (e) Trends or expected fluctuations in liquidity ............................................................................................................55 (f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition: .....55

Section (viii): Directors and officers..............................................................................................................................56

Section (ix): Certain relationships and related transactions .......................................................................................60

Section (x): Executive compensation .............................................................................................................................61

Section (xi): Options granted to directors, officers and employees ............................................................................61

Section (xii): Transaction with the directors and subscribers to the memorandum .................................................62

Section (xiii): Ownership of the Company’s securities ................................................................................................63

Section (xiv): Corporate governance .............................................................................................................................68

Section (xv): Valuation report of securities prepared by the issue manager .............................................................74

Section (xvi): Debt securities ..........................................................................................................................................75

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Section (xvii) Parties involved and their responsibilities, as applicable .....................................................................75

Section (xviii): Material contracts: ................................................................................................................................76

Section (xix): Litigations, Fine or Penalty ....................................................................................................................77

Section (xx): Risk factors and management’s perceptions about the risks ...............................................................78

Section (xxi): Description of the issue ...........................................................................................................................85

Section (xxii): Use of proceeds .......................................................................................................................................88

Section (xxiii): Lock-in ...................................................................................................................................................96

Section (xxiv): Markets for the securities being offered ..............................................................................................98

Section (xxv): Description of securities outstanding or being offered ........................................................................99

Section (xxvi): Financial Statements ...........................................................................................................................100

Section (xxvii): Public issue application procedure: as described in the consent letter ..........................................157

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Section (i): Executive summary

(a) About the industry:

Globalization of world markets has led to fierce competition in the marketing commodity. Availability of electricity at

the right time has become an absolute necessity for the survival of businesses and living. Power technology solutions

play a crucial role today for up keeping the businesses and to make life cost effective and competitive.

Shortage of power is a major problem in present day. Business operation is hampered for lack of availability of power.

Demand of alternative sources of power is increasing. Battery is the most common product for power back up which is

widely used all over the world.

Battery industry is now the emerging sector in Bangladesh. Demand of battery is increasing day by day. Use of battery

is also increases in different purpose to reduce physical labor. Use of solar panel also increases over the decade which

increases the demand of battery.

Expansion of demand makes the battery market bigger. So, many industries entered in this market to meet up the

increasing demand. Now, all types of battery for car, motorcycle, IPS, solar panel are manufactured in Bangladesh. Some

of those batteries are exporting in abroad.

More than 20 battery manufacturing companies are running their operations in Bangladesh. These companies collect

maximum raw materials from abroad and other from recycling. Above 10 lacs batteries are exported to more than 55

countries annually. There are huge opportunities in this industry to contribute in the country’s GDP.

(b) About the Issuer:

Electro Battery Company Limited was established in November 24, 2008 as a private limited company under the

companies Act 1994 and subsequently converted into a public limited company on January 14, 2016. The corporate office

of the company is situated at 28 Dilkusha C/A, 19th Floor, Suite # 1901 & 1902, Dhaka-1000. The factory is located at

Baro Rangamatia, Durgapur, Ashulia, Savar, Dhaka.

The Company is engaged in manufacturing and marketing of wide range of solar, industrial, VRLA, easy bike,

automotive, forklift & rickshaw battery products.

(c) Financial information:

Major financial information of Electro Battery Company Limited is as follows:

(Amount in BDT)

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Revenue 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

Gross Profit 123,331,170 113,006,591 98,664,337 74,823,377 103,280,020

Profit before Income Tax 77,127,972 57,842,455 46,232,829 24,111,299 37,330,408

Net Profit after Tax 50,133,182 37,597,596 30,051,339 15,672,344 23,331,505

Total Assets 615,311,704 372,213,959 362,388,240 289,084,471 272,295,346

Share Capital 369,920,000 99,920,000 1,500,000 1,500,000 1,500,000

Retained Earnings 64,250,701 14,117,519 80,547,611 50,496,272 34,823,928

Face Value 10.00 10.00 10.00 10.00 10.00

No. of ordinary shares outstanding 36,992,000 9,992,000 150,000 150,000 150,000

NAV per share 11.74 11.41 546.98 346.64 242.16

Earnings per Share 2.07 1.55 1.24 0.65 0.96

* The Company has changed the face value of its ordinary share from Tk. 100.00 to Tk. 10.00 by passing a special

resolution in its extraordinary general meeting held on October 01, 2015 and necessary amendments in capital clause of

the Memorandum and Articles of Association were made accordingly.

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(d) Features of the issue and its objects:

Offer price BDT 10.00

Number of shares 22,500,000 Ordinary shares

Offer size BDT 225,000,000.00

Purpose of raising fund Proceeds from initial public offering (IPO) will be used for plant &

machineries, Building & other Civil work and IPO expenses.

Date of implementation Within 12 months from receiving the IPO fund.

(e) Legal and other Information:

Name of the company Electro Battery Company Limited

Private/ public company Public Limited Company

Date of incorporation November 24, 2008

Date of commencement of business February 18, 2009

Registration number C-73799(1841)/08

Particulars License Issuer/ Issuing

Authority

Certificate/ License

No. Issue Date

Renewal

Date

Expiry

Date

Certificate of

Incorporation

Register Joint Stock

Companies and Firms,

Bangladesh

C-73799/(1841)/08 24.11.2008 N/A N/A

TIN Certificate National Board of Revenue 212886980102 28.12.2013 N/A N/A

VAT Certificate Customs, Excise and VAT

Commissionarate, Dhaka (West) 17121007392 08.08.2012 N/A N/A

Trade License Dhaka South City Corporation 02069709 02.10.2016 09.07.2017 30.06.2018

Trade License Ashulia Union Porishad 155(2017/18) 29.11.2008 10.07.2017 30.06.2018

Fire License Fire Service & Civil Defense,

Dhaka 734 24.03.2009 15.06.2017 30.06.2018

Environment

Clearance

Certificate

Department of Environment 30.26.72.4.23.230210/

77 30.10.2011 23.07.2017 29.10.2017

Membership

Certificate

Bangladesh Accumulator &

Battery Manufacturers

Association

BABMA-013/2016 01.07.2016 01.01.2017 31.12.2017

ISO 14001:2004 ISOQAR LTD. 8593-002 05.03.2012 09.02.2015 05.03.2018

Inspection for

Factories and

Establishments

license

Department of Inspection for

Factories and Establishments 16634/Dhaka 29.09.2013 11.06.2017 30.06.2018

Import

Registration

Certificate

The Import & Export Control

Bureau 0193748 11.05.2009 02.07.2017 30.06.2018

(f) Promoters’ background:

The following two persons are the promoters of Electro Battery Company Limited:

1. Md. Ansar Uddin

Engr. Md. Ansar Uddin, son of late Late Md. Wahed Ali & late Late Mrs. Boru Bibi was born in Madaripur, in 1958. He

has completed B. Sc. Engr. (E & E) degree from Khulna Engineering College, Dhaka. Mr. Md. Ansar Uddin is one of

the sponsor directors of Electro Battery Company Limited. He is also the Managing Director of the Company. He has a

vast experience of more than 31 years in industry and has sound knowledge and technical quality in the relevant area. He

is also the head of production of the Company. Mr. Md. Ansar Uddin is involved in many social and cultural

organizations.

2. Mrs. Umme Bushrah

Umme Bushrah, daughter of Dr. Munshi Siddique Ahmed & Late Mrs. Foyezunnesa Latifa Ahmed and wife of Md.

Ansar Uddin, was born in Madaripur, in 1962. She is one of the sponsor Chairman of the Company having more than 25

years of experience in service and business. Umme Bushrah obtained BA (Hon) degree from the University of Dhaka.

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(g) Capital structure and history of capital raising:

The present capital structure of the company is as under:

Particulars No. of shares Face value in BDT Amount in BDT

Authorized capital 100,000,000 10.00 1,000,000,000

Paid-up capital (as on June 30, 2017) 36,992,000 10.00 369,920,000

Pre-IPO Paid-up Capital 36,992,000 10.00 369,920,000

To be issued as IPO 22,500,000 10.00 225,000,000

Post-IPO Paid-up Capital 59,492,000 10.00 594,920,000

The history of capital raising of Electro Battery Company Limited is as follows:

Allotments No. of

shares Face value

Consideration

Amount in BDT In cash

Other than cash

(Bonus)

As per Memorandum 150,000 10.00 1,500,000 - 1,500,000

December 09, 2015 9,842,000 10.00 18,420,000 80,000,000 98,420,000

March 16, 2017 27,000,000 10.00 270,000,000 - 270,000,000

Total 36,992,000 10.00 289,920,000 80,000,000 369,920,000

(h) Summary of valuation report of securities:

Methods followed Amount in BDT

Method-1: Net assets value per share 11.74

Method-2: Historical earning based value per share 20.79

Method-3: Average market price per share of similar stocks 93.93

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Section (ii): Conditions imposed by the commission in the consent letter

Disclosure in respect of issuance of security in Dematerialized Form:

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

in dematerialized form only and for this purpose Electro Battery Company Limited will sign an agreement with the

Central Depository Bangladesh Limited (CDBL). Therefore, all transfers, transmissions, splitting or conversions will

take place on the CDBL system and any further issuance of shares (including rights and bonus) will also be issued

in dematerialized form only.

Conditions imposed by the Commission in the Consent Letter:

PART–A

1. The Company shall go for Initial Public Offer (IPO) for 2,25,00,000 ordinary shares of Tk. 10.00 each at par totaling

to Tk. 22,50,00,000.00 (Taka twenty two crore fifty lac only) following the Securities and Exchange Ordinance,

1969, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Depository Act, 1999

and rules made there under.

2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in 4 (Four)

national daily newspapers (two in Bangla and two in English), within 02 (two) working days of issuance of this

consent letter. The issuer shall post the full prospectus, vetted by Commission, in the issuer’s website and shall also

put on the websites of the Commission, stock exchanges, and the issue manager, within 3 (three) working days

from the date of issuance of this letter and shall remain posted till the closure of the subscription list. The issuer shall

submit to the Commission, the stock exchanges and the issue manager a diskette containing the text of the vetted

prospectus in “MS -Word” format.

3. The Company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official record within

5 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper.

4. The issuer company and the issue manager shall ensure transmission of the prospectus and its abridged version for

NRBs through email to the Bangladesh Embassies and Missions abroad within 5 (Five) working days from the date

of publication of the abridged version of the prospectus in the newspaper. A compliance report shall be submitted in

this respect to the Commission jointly by the issuer and the Issue Manager within 02 (Two) working days from the

date of said transmission of the prospectus.

5. The following declaration shall be made by the company in the prospectus, namely: -

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

None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five) days from the closure of

subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription

money within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or from the date of expiry

of the said 75 (Seventy Five) days, as the case may be.

In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the company,

in addition to the issuer company, shall be collectively and severally liable for refund of the subscription money,

with interest at the rate of 2% (two percent) above the bank rate, to the subscribers concerned.

The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions

and shall submit compliance report thereon to the Commission within 07 (Seven) days of expiry of the aforesaid 15

(Fifteen) days time period allowed for refund of the subscription money.”

6. All applicants shall apply for a minimum lot of 500 shares worth Taka 5,000/- (Taka five thousand only) or its

multiples.

7. The IPO shall stand cancelled in case of under-subscription in any category above 35%. In such an event, the issuer

and issue manger shall inform the Commission within 2 (two) working days and release the subscription money

within 10 (ten) working days after receiving verification report from CDBL and the information from exchanges

regarding subscription.

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8. 20% of the securities reserved for other general public shall be reserved for In case of

under-subscription under any of sub-categories of eligible investors category or general public category, the

unsubscribed portion shall be added to other sub-category of the same category. In case of over subscription

in the general public category, the issuer and the issue manager shall jointly conduct an open lottery. In case

of over subscription in the eligible investors category, securities shall be allotted on pro-rata basis. No eligible

investor shall apply for more than 10% (ten percent) of the total securities reserved for the other eligible

investors.

9. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with

another person. In case, an applicant submits more than two applications, all applications will be treated as

invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money

will be forfeited by the Commission and the balance amount will be refunded to the applicant.

10. The applicants who have applied for more than two applications using same bank account, their application

will not be considered for lottery and the Commission will forfeit 15% of their subscription money.

11. Making of any false statement in the application or supplying of incorrect information therein or suppressing

any relevant information in the application shall make the application liable to rejection and subject to

forfeiture of 25% of the application money and/or forfeiture of share (unit) before or after issuance of the

same by the issuer. The said forfeited application money or share (unit) will be deposited in account of the

Bangladesh Securities and Exchange Commission (BSEC). This is in addition to any other penalties as may

be provided for by the law.

12. The Company shall furnish the list of allotees to the Commission and the stock exchange(s) simultaneously in which

the shares will be listed, within 24 (Twenty Four) hours of allotment.

13. Shares not allotted at the time of according this consent, but allotted after listing, in favor of sponsors, directors or

shareholders having 5% or more shares through stock dividends, shall be subject to a lock-in period of 02(two) years

from the date of issuance of the prospectus.

14. If any share of Sponsors/Directors/Promoters is in paper format, it shall be handed over to securities custodian

registered with the Commission and shall remain held till completion of lock-in period and the name of the

securities custodian shall be furnished to the Commission jointly by the issuer and issue manager, along with

a confirmation thereof from the custodian, within one week of listing of the shares with the stock exchange(s).

Or they (shares of Sponsors/ Directors/ Promoters) can be demated and shall remain in lock-in under CDBL

system and issuer shall submit a dematerialization confirmation report generated by CDBL and attested by

Managing Director of the company along with the lock-in confirmation to the Commission within one week

of listing of the shares with the stock exchange(s). In respect of shares other than

Sponsors/Directors/Promoters the issuer will ensure their lock-in of those shares and submit a statement to

this effect to the Commission.

15. The Company shall not declare any dividend/bonus shares before listing of its capital with any Exchange from

the date of this consent for raising of capital.

16. The Company shall not engage itself into any merger/amalgamation or acquisition activities without taking

“No Objection” from the Commission, on the scheme of the said merger/amalgamation or acquisition, as

recommended by the Board of Directors, before approval by the shareholders in General Meeting.

PART–B

Application Process

Step-1 (Applicant)

1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant

Banker where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date),

which shall be the 25th (twenty fifth) working day from the date of publication of abridged version of prospectus.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the

Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the

Applicant. At the same time:

13

a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and

service charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No

margin facility, advance or deferred payment is permissible for this purpose. In case the application is made

through a margin account, the application money shall be deposited separately and the Stockbroker/Merchant

Banker shall keep the amount segregated from the margin account, which shall be refundable to the applicant,

if become unsuccessful.

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

Issuer for an amount equivalent to the application money, with their application to the concerned

Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit a

single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the other jointly

with another person. The draft (FDD) shall be issued by the Bank where the applicant maintains Foreign

Currency account debiting the same account and provide the customer with a certificate mentioning the FC

account number which has been debited to issue the FDD. The applicant shall also submit the certificate with

their application. No banker shall issue more than two drafts from any Foreign Currency account for any public

issue. At the same time, the applicant shall make the service charge available in respective customer account

maintained with the Stockbroker/Merchant Banker.

Step-2 (Intermediary)

3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public Issue

Application Account”. The Stockbroker/Merchant Banker shall:

a) post the amount separately in the customer account (other than NRB and Foreign applicants), and upon

availability of fund, block the amount equivalent to the application money:

b) accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the “Public

Issue Application Account” maintained with its bank within the first banking hour of next working day of the

cut-off date;

c) instruct the banker to block the account for an amount equivalent to the aggregate application money and to

issue a certificate in this regard.

4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming

the same and handover it to the respective Stockbroker/Merchant Banker.

5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall prepare a list

containing the draft information against the respective applicant’s particulars.

6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name,

BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off

date, send to the respective Exchange, the lists of applicants in electronic (text format with tilde ‘~’ separator) format,

the certificate(s) issued by its banker, the drafts and certificates received from Non-resident Bangladeshi (NRB) and

Foreign applicants and a copy of the list containing the draft information.

7. On the next working day, the Exchanges shall provide the Issuer with the information received from the

Stockbroker/Merchant Bankers, the drafts and certificates submitted by Non-resident Bangladeshi (NRB) and

Foreign applicants and the list containing the draft information. Exchanges shall verify and preserve the bankers’

certificates in their custody.

8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing

of the securities with exchange.

Step-3 (Issuer)

9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in electronic (text)

format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website

and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are

active or not.

14

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.


15. On the next working day, Exchanges shall distribute the information and allotment letters to the

Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:

a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective Escrow

Account opened for subscription purpose, and unblock the amount of unsuccessful applicants;

b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the

Issuer’s respective Escrow Accounts along with a list and unblock the balance application money;

16. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/ Merchant Banker shall

request its banker to:

a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;

b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants (other

than NRB and foreign) who are subject to penal provisions to the respective ‘Escrow’ accounts of the Issuer

opened for subscription purpose.

17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall unblock

the amount blocked in the account(s) and remit the amount as requested for to the Issuer’s ‘Escrow’ account.

18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer

accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about

releasing their blocked amounts and send documents to the Exchange evidencing details of the remittances made to

the respective ‘Escrow’ accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be placed as

per their instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges, if any,

from the applicant who wants to withdraw the application money, up to an amount of Tk. 5.00 (five) per withdrawal.

15

19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’ accounts

and refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or

transfer to the applicant’s bank account (FC account which has been debited to apply by NRB or foreign applicants)

through banking channel within 10 (ten) working days from the date of lottery.

Miscellaneous:

20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.

21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of

publication of abridged version of prospectus.

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

during the blocking period. Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant

Bankers for any purpose other than public issue application.

23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an amount of

Tk.2,00,000.00 (taka two lac) for a public issue.

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per application

irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting

application.

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

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

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

27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any

Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with

intimation to the Commission.

PART–C

1. The issue manager shall carefully examine and compare the published prospectus and its abridged version on the

date of publication with the copies vetted by the Commission. If any discrepancy is found, both the issuer and the

issue manager shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously

endorsing copies thereof to the Commission and the stock exchanges concerned. In this regard, the issue manager

shall submit a compliance report to the Commission within 5 working days from the date of such publications.

2. The fund collected through Public Offering shall not be utilized prior to listing with Exchange(s) and that utilization

of the said fund shall be effected through banking channel, i.e. through account payee cheque, pay order or bank

drafts etc.

3. The Company shall furnish status report on utilization of Public Offering proceeds audited by foreign

affiliated auditors and authenticated by the board of directors to the Commission and the exchanges within

15 (Fifteen) days of the closing of each month until such fund is fully utilized, as mentioned in the schedule

contained in the prospectus. The issuer shall simultaneously post the status report in its website and

Exchanges shall also post the same in company information contained in websites of the Exchanges. In the

event of any irregularity or inconsistency, the Commission may employ or engage any person to examine

whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus.

4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under the following terms

of reference (TOR) and confirm the same in their report/certificate:

(a) Whether IPO proceeds have been utilized for the purposes/heads as specified in the prospectus;

(b) Whether IPO proceeds have been utilized in line with the condition (if any) of the Commission’s consent

letter;

(c) Whether utilization of IPO proceeds have been completed within the time schedule/ implementation

schedule as specified in the published prospectus;

16

(d) Whether utilization of IPO proceeds is accurate and for the purpose of the company as

mentioned/specified in the published prospectus; and

(e) The auditors should also confirm that: (i) assets have been procured/ imported/ constructed maintaining

proper/ required procedure as well as at reasonable price; and (ii) auditors’ report has been made on

verification of all necessary documents/ papers/ vouchers in support of IPO proceeds making

reconciliation with Bank Statement.

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

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

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

Any deviation in respect of time or purpose of utilization must have prior approval of the shareholders in the general

meeting and if approved by the shareholders, the meeting resolution shall be submitted to the Commission and the

Exchanges along with reasonable explanations.

7. If any quarter or half-year of the financial year ends after publication of the abridged version of prospectus and before

listing of its securities with any exchange, the company shall disseminate/transmit/submit the said quarterly/half

yearly financial statements in accordance with the Commission’s Notification SEC/CMRRCD/2008-183/admin/03-

34 dated September 27, 2009 and Rules 13 of the Securities and Exchange Rules, 1987.

8. In the event of arising issues concerning Price Sensitive Information as defined under the

after publication of the abridge version of prospectus and before listing of its

securities with any exchange, the company shall disseminate/transmit/submit the information as price sensitive in

accordance with the Commission’s Notification No. SEC/SRMI/200-953/1950 dated October 24, 2000.

PART–D

1. As per provision of the Depository Act, 1999 & Regulations made there under, shares will only be issued in

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

Depository Bangladesh Ltd. (CDBL) and any further issuance of shares (including rights/bonus) will be made in

dematerialized form only.

2. The issuer and the issue manager shall ensure due compliance of all the above conditions, the ‘Bangladesh Securities

and Exchange Commission (Public Issue) Rules, 2015’ and the listing regulations of the exchanges.

3. The Commission may impose further conditions/restrictions etc. from time to time as and when considered necessary

which shall also be binding upon the issuer company.

17

Section (iii): Declaration and due diligence certificates as per annexure- A, B and C Annexure- A

Declaration about the responsibility of the directors, including the CEO of the issuer in respect of the

prospectus [See rule 4 (1)(d)]

This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full

responsibility for the authenticity, accuracy and adequacy of the statements made, information given in the prospectus,

documents, financial statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm,

after making all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and

that there are no other information or documents, the omission of which make any information or statements therein

misleading for which the Commission may take any civil, criminal or administrative actions against any or all of us as it

may deem fit.

We also confirm that full and fair disclosures have been made in this prospectus to enable the investors to make a well

informed decision for investment.

Sd/-

Mrs. Umme Bushrah

Chairman

Sd/-

Md. Emad Uddin

Nominee Director of EMCL

Sd/-

Istak Ahmmed

Independent Director

Sd/-

Md. Rafique Ullah

Nominee Director of ICB

Sd/-

Md. Ansar Uddin

Director & Managing Director

Due diligence certificate by issue manager (s)

To

The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 22,500,000 Ordinary Shares of Tk. 225,000,000.00 by Electro Battery Company Limited.

Dear Sir,

We, the issue manager to the above-mentioned forthcoming issue, state and confirm as follows:

1. We have examined all the documents submitted with the application for the above mentioned public issue, visited

the premises of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer

in connection with the finalization of the prospectus pertaining to the said issue:

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

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

and other materials furnished by the issuer.

WE CONFIRM THAT:

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

issue:

(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc.

framed/issued by the Commission, other competent authorities in this behalf and the Government have been duly

complied with:

18

(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:

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

Issuer company Issue Month/

Year Issue Price

Dividend Payment

History

December

2014

June 2016

(18 months)

June 2017

Zaheen Spinning Limited November, 2014 Tk.10.00 15% Stock 15% Stock 15% Stock

Oimex Electrode Limited August, 2017 Tk. 10.00 - - -

Place: Dhaka

Date: October 17, 2017

Sd/-

Khairul Bashar Abu Taher Mohammed


MTB Capital Limited

19

Annexure - C

Due diligence certificate by the underwriter(s)

To


Sub: Public offer of 22,500,000 Ordinary Shares of Tk. 10.00 of Electro Battery Company 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


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. 280,900,000.00 (Taka twenty eight

crore nine lac) and we have the capacity to underwrite a total amount of Tk. 1,404,500,000.00 (Taka one hundred

forty crore forty five lac) as per relevant legal requirements. We have committed to underwrite for up to Tk.

39,375,000.00 (Taka three crore ninety three lac seventy five thousand) for the upcoming issue.

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

(Name of the issue and amount underwritten)

Sl# Name of the issue Amount underwritten (BDT)

1 Summit Shipping Limited 52,500,000

2 SBS Cables Limited 13,600,000

3 Madina Cement Ind. Ltd. 78,375,000

4 Silco Pharmaceutical Ltd. 26,250,000

5 Bashundhara Paper Mills Ltd. 50,000,000

6 AB Bank Limited 100,000,000

7 Silva Pharmaceuticals Ltd 20,000,000.00

Total 340,725,000.00

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:

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/-



MTB Capital Limited

Place: Dhaka


20

Due diligence certificate by the underwriter(s)

To


Sub: Public offer of 22,500,000 Ordinary Shares of Tk. 10.00 of Electro Battery Company 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


and other materials furnished by the issuer company.

WE CONFIRM THAT:

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

carry out the underwriting activities. Our present paid-up capital stands at Tk. 250,000,000 (Taka two hundred fifty

million) and we have the capacity to underwrite a total amount of Tk. 1,250,000,000 (Taka one billion two hundred

fifty million) as per relevant legal requirements. We have committed to underwrite for up to Tk. 39,375,000.00 (Taka

thirty nine million tree hundred seventy five thousand) for the upcoming issue.

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

(Name of the issue and amount underwritten)

Sl# Name of the issue Amount underwritten (BDT)

1. Ananda Shipyard & Slipways Limited 13,640,000.00

2. Aman Cotton Fibrous Limited 7,500,000.00

3. Energypac power Generation Limited 6,520,000.00

4. Supreem Seed Company Limited 22,000,000.00

5. Cutting Edge Industries Limited 25,000,000.00

6. AND Telecom Limited 25,800,000.00

7. AB Bank Limited Rights 150,000,000.00

8. Delta Hospital Limited 8,000,000.00

9. Esquire Knit Composite Limited 10,000,000.00

10 Zaheen Spinning Limited-Rights 228,490,000.00

Total 496,950,000.00

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:

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/-

Mohammad Kamrujjaman


Place: Dhaka


21

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:

Particulars of the Company:

Particulars Description

Name of the issuer : Electro Battery Company Limited

Date of incorporation : November 24, 2008

Date of commencement of

commercial operations

: February 18, 2009

Issuer’s logo :

Address of the registered office : 28 Dilkusha C/A, 19th Floor, Suite # 1901 & 1902, Dhaka-1000

Address of the factory : Baro Rangamatia, Durgapur, Ashulia, Savar, Dhaka

Telephone number : +88-02-9552060

Fax number : +88-02-9559346

Contact person : Md. Ansar Uddin, Managing Director

Website address : www.electrogroupbd.com

Email address : [email protected]

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

Particulars Name Designation

Sponsors of the issuer 1. Mrs. Umme Bushrah

2. Md. Ansar Uddin

Chairman


Directors of the issuer

1. Mrs. Umme Bushrah

2. Md. Ansar Uddin

3. Md. Rafique Ullah

4. Md. Emad Uddin

5. Istak Ahmmed

Chairman





c) The name, logo and address of the auditors along with their telephone numbers, fax numbers, contact

persons, website and e-mail addresses:

Particulars of the Auditor:


Name of the auditor : AHMAD & AKHTAR, Chartered Accountants

Logo :

Addresses of the auditor : BCIC Bhaban (3rd Floor), 30-31, Dilkusha, C/A, Dhaka-1000.

Telephone number : +880 2 9561289

Fax number : +880 2 9564366

Contact person : Kanchi Lal Das FCA, Partner

Website address : www.aacabd.org

Email address : [email protected]

22

d) Name of the Stock Exchanges where the specified securities to be listed:

Particulars Name & Address Logo Contact details

Stock

Exchanges

Dhaka Stock Exchange Limited (DSE)


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

Fax: +88-02-9564727, 9569755

E-mail:[email protected]

Web: www.dsebd.org

Chittagong Stock Exchange Limited (CSE)

CSE Building, 1080 Sk. Mujib Road

Agrabad C/A, Chittagong

Tel: +880-2-9513911-15

Fax: +880-2-9513906

E-mail: [email protected]

Web: www.cse.com.bd

Section (v): Corporate directory of the issuer

Company name : Electro Battery Company Limited

Legal position :

Electro Battery Company Limited was incorporated in November 24, 2008

as a private limited company under Registrar of Joint Stock Companies and

Firms (RJSC) vides registration number C-73799/(1841)/08 under the

companies Act 1994. It was converted into a public limited company on

January 14, 2016.

Date of incorporation : November 24, 2008

Date of commencement of

commercial operation : February 18, 2009

Authorized capital : Tk. 1,000,000,000/-

Paid-up capital : Tk. 369,920,000/-

Registered office : 28 Dilkusha C/A, 19th Floor, Suite # 1901 & 1902, Dhaka-1000

Factory : Baro Rangamatia, Durgapur, Ashulia, Savar, Dhaka

Board of directors :

1. Mrs. Umme Bushrah, Chairman

2. Md. Ansar Uddin , Director & Managing Director

3. Md. Rafique Ullah, Nominee Director of ICB

4. Md. Emad Uddin, Nominee Director of EMCL

5. Istak Ahmmed, Independent Director

Issue manager : MTB Capital Limited

MTB Tower (Level-3), 111 Kazi Nazrul Islam Avenue,


Auditor :

AHMAD & AKHTAR


BCIC Bhaban (3rd Floor)

30-31, Dilkusha C/A, Dhaka-1000

Tel:+88 02 9561289, Fax: +88 02 9564366


Web: www.aacabd.org

Lead banker : Mutual Trust Bank Limited

Compliance officer of issuer : Md. Shihab Mahmud, Company Secretary

23

Section (vi): Description of the Issuer

(a) Summary:

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

Globalization of world markets has led to fierce competition in the marketing commodity. Availability of electricity at

the right time has become an absolute necessity for the survival of businesses and living. Power technology solutions

play a crucial role today for up keeping the businesses and to make life cost effective and competitive.

Shortage of power is a major problem in present day. Business operation is hampered for lack of availability of power.

Demand of alternative sources of power is increasing. Battery is the most common product for power back up which is

widely used all over the world.








maximum raw materials from abroad and other from recycling. Above 10 lacs batteries are exported to more than 55

countries annually. There are huge opportunities in this industry to contribute in the country’s GDP.

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

Electro Battery Company Limited has no subsidiary, associate or holding company. So consolidation 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:

Registered office

Address : 28 Dilkusha C/A, 19th Floor, Suite # 1901 & 1902, Dhaka-1000

Telephone : +88-02- 9552060

Fax : +88-02- 9559346

Factory

Address : Baro Rangamatia, Durgapur, Ashulia, Savar, Dhaka

Telephone : +88-02- 9552060

Fax : +88-02- 9559346

(ii) The board of directors of the issuer:

Name of the board of director Designation

Mrs. Umme Bushrah Chairman

Md. Ansar Uddin Director & Managing Director

Md. Rafique Ullah Nominee Director of ICB

Md. Emad Uddin Nominee Director of EMCL

Istak Ahmmed Independent Director

24

(iii) Names, addresses, telephone numbers, fax numbers and Email addresses of the chairman, managing director,

whole time directors, etc. of the issuer:

Name Position Address Telephone, Fax & Email

Mrs. Umme Bushrah Chairman House # 492, Road # 9, DOHS

Baridhara, Dhaka-1206

T: +88-02-9552060

F: +88-02-9559346

E: [email protected]

Md. Ansar Uddin Managing Director House # 492, Road # 9, DOHS


T: +88-02-9552060

F: +88-02-9559346


Md. Rafique Ullah Nominee Director of ICB

41/1, B-4, Green Road, New

Market, Dhanmondi, Dhaka-

1205

T: +88-02- 9552060

F: +88-02-9559346


Md. Emad Uddin Nominee Director of

EMCL

House # 492, Road # 9, DOHS


T: +88-02- 9552060

F: +88-02-9559346


Istak Ahmmed Independent Director

110, Free School Street,

Kathalbagan Bazar, New Market,

Dhaka-1205

T: +88-02-9571580

F: +88-02-9559346


(iv) Names, addresses, telephone numbers, fax numbers and Email addresses of the CFO, company secretary,

legal advisor, auditors and compliance officer:

Name Position Address Telephone, fax & Email

M. A. Halim CFO 28 Dilkusha C/A, 19th Floor, Suite

# 1901 & 1902, Dhaka-1000

T: +88-02-9552060

F: +88-02-9559346


Md. Shihab Mahmud Company

Secretary

28 Dilkusha C/A, 19th Floor, Suite

# 1901 & 1902, Dhaka-1000

T: +88-02-9552060

F: +88-02-9559346


Md. Maksudur Rahman

(ITP) Legal advisor

Room# 4 (3rd Floor), 14 Kakrail

Road, Dhaka-1217

T: +88-02-9352143

F: +88-02-9559346


Ahmad & Akhter Auditor BCIC Bhaban (3rd Floor), 30-31,

Dilkusha C/A, Dhaka-1000

T: +88-02-9561289

F: +88-02-9564366


Md. Shihab Mahmud Compliance

Officer

28 Dilkusha C/A, 19th Floor, Suite

# 1901 & 1902, Dhaka-1000

T: +88-02-9552060

F: +88-02-9559346


(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 : MTB Capital Limited

Addresses : MTB Tower (Level 3), 111 Kazi Nazrul Islam Avenue Bangla Motor, Dhaka 1000

Telephone : +88-02-8321714

Fax : +88-02-8321543

Contact person :



Website : www.mtbcap.com

Email : [email protected]

(vi) Details of credit rating: The Company is issuing shares at par. As such no credit rating is required.

25

(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:

Name and address Contact person Telephone & fax & e-mail address

Amount

Underwritten

(BDT)

MTB Capital Limited

MTB Tower (Level-3)



Khairul Bashar Abu

Taher Mohammed


& EVP

T: +88-02- 8321714

F: +88-02-8321543

E:[email protected]

W: www.mtbcap.com

39,375,000


1, Paribagh, Mymensingh

Road, Dhaka-1000

Mohammad

Kamrujjaman


(CC)

T: +88-02-9674306

F: +88-02-9674194


W: www.gsp-investments.com

39,375,000

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

discharge their respective obligations:

Declaration by the Underwriter (S)

We are one of the underwriters of the Initial Public Offering (IPO) of Electro Battery Company Limited. We will underwrite BDT 39,375,000.00 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 (s):

Sd/ Khairul Bashar Abu Taher Mohammed Chief Executive Officer & EVP MTB Capital Limited Place: Dhaka Date: October 17, 2017

Sd/- Md. Kamrujjaman Chief Executive Officer (C.C.) GSP Investments Limited Place: Dhaka Date: October 17, 2017

c) Major terms and conditions of the underwriting agreements.

1. As per guideline of the Bangladesh Securities and Exchange Commission, 35% of the IPO (i.e.; for Tk.

78,750,000.00) shall have to be underwritten by the underwriters, subject to the terms stated as follows:

2. The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 5

(Five) weeks from the date of subscription closer), if any of the following events occur:

(a) Upon closing of the subscription list it is found that the total number of valid applications (in case of under

subscription including the number of the underwriter) is less than the minimum requirement as specified

in the listing regulations of the Stock Exchange(s) concerned; or

(b) At least 65% of the IPO is not subscribed.

3. The Company shall issue 22,500,000 Ordinary Shares of Tk.10.00 each in accordance with the consent of the

Bangladesh Securities and Exchange Commission and the provisions of this Agreement. The said total issue of

22,500,000 Ordinary Shares at Tk.10.00 each shall be offered to the public for subscription through a prospectus

duly approved by the Bangladesh Securities and Exchange Commission (BSEC).

4. Prior to publication of the prospectus the Company shall have to obtain a consent from the Bangladesh Securities

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

underwriting commission not exceeding 0.50% (zero point five zero percent) on the amount underwritten and

no additional commission will be paid on the amount of shares required to be subscribed by the Underwriter.


26

5. 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, 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 or procure subscriber to subscribe the shares not so subscribed within

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. The amount so received shall be credited in the

share subscription account of the Company 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 its obligation towards its underwriting

commitment under this Agreement, until such time as the Cheque/ Bank Draft has been encashed and the

Company’s share subscription account credited.

6. In any case within 7 (Seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send

proof of subscription and payment by the underwriters, to the Commission.

(c) Capital Structure:

(i) Authorized, issued, subscribed and paid-up capital (number and class of securities, allotment dates, nominal

price, issue price and form of consideration):

Particulars No. of ordinary

shares

Nominal

price Issue price Amount in BDT

Authorized capital 100,000,000 10.00 10.00 1,000,000,000

Issued, subscribed and paid-up capital 36,992,000 10.00 10.00 369,920,000

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

Allotments No. of shares Face value

Consideration

Amount in BDT In cash

Other than cash

(Bonus)

As per Memorandum 150,000 10.00 1,500,000 - 1,500,000

December 09, 2015 9,842,000 10.00 18,420,000 80,000,000 98,420,000

March 16, 2017 27,000,000 10.00 270,000,000 - 270,000,000

Total 36,992,000 10.00 289,920,000 80,000,000 369,920,000

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

Description Securities to be offered Percentage Break-up of

Securities

Nominal

Value

Issue Amount

(BDT)

Offer price BDT 10.00

Each at Par, Total size

of fund to be raised

BDT. 225,000,000.00

Eligible

investor

Mutual Funds 10% 2,250,000 10.00 22,500,000

Other EIs 40% 9,000,000 10.00 90,000,000

General

public

NRB 10% 2,250,000 10.00 22,500,000

Other* 40% 9,000,000 10.00 90,000,000

Total 100% 22,500,000 10.00 225,000,000

* 9,000,000 Ordinary shares will be reserved for General Public and Small Affected Investors.

(iii) Paid-up capital before and after the present issue, after conversion of convertible instruments (if any) and

share premium account (before and after the issue):

Particulars Before the present issue After the present issue

Paid-up capital Tk. 369,920,000 Tk. 594,920,000

Convertible instruments Nil Nil

Share premium Nil Nil

27

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

of convertible instruments (if any):

Sl# Category of shareholders

No. of ordinary shares

hold

Percentage of

holding After conversion

Pre‐IPO Post‐IPO Pre‐IPO Post‐IPO Pre‐IPO Post‐IPO

1 Directors & Sponsors 23,212,808 23,212,808 62.75% 39.02%

N/A N/A

2 Other than Directors & Sponsors 13,779,192 13,779,192 37.25% 23.16%

3 Eligible

investors (EIs)

Mutual Funds - 2,250,000 - 3.78%

Other EIs - 9,000,000 - 15.13%

4 General public

NRB - 2,250,000 - 3.78%

Other* - 9,000,000 - 15.13%

Total 36,992,000 59,492,000 100% 100%

(v) Where shares have been issued for consideration in other than cash at any point of time, details in a separate

table, indicating the date of issue, persons to whom those are issued, relationship with the issuer, issue price,

consideration and valuation thereof, reasons for the issue and whether any benefits have been accrued to the issuer

out of the issue: The Company did not issue any of its ordinary shares for consideration in other than cash except bonus share. Details as follows:

Date of issue Person to issue Relationship Issue price Consideration Reason for

the issue December 09, 2015 Md. Ansar Uddin Managing Director 10.00 Bonus share Increased

Paid up Capital

December 09, 2015 Mrs. Umme Bushrah Chairman 10.00 Bonus share

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

scheme and shares allotted:

The Company has not issued any shares in terms of merger, amalgamation or acquisition scheme.

(vii) Where the issuer has issued equity shares under one or more employee stock option schemes, date-wise details

of equity shares issued under the schemes, including the price at which such equity shares were issued:

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

(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 Company has not made any issue of specified securities at a price lower than the issue price during the preceding

two years.

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

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

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

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

28

(x) The total shareholding of the sponsors and directors in a tabular form, clearly stating the names, nature of issue, date of allotment, number of shares, face value, issue

price, consideration, date when the shares were made fully paid up, percentage of the total pre and post issue capital, the lock-in period and the number and percentage of

pledged shares, if any, held by each of them:

Name Position Date of

allotment

No. of

Ordinary shares

Face value &

Issue price Consideration

Percentage (%) Lock in

period*

% of

Pledged shares Pre-IPO Post-IPO

Mrs. Umme Bushrah Chairman 19.11.2008 50,000

Tk.10.00 Cash

7.27% 4.52% 3 years N/A 09.12.2015 2,640,000 Bonus

Md. Ansar Uddin Director & Managing

Director

19.11.2008 100,000 Tk.10.00

Cash 14.76% 9.18% 3 years N/A

09.12.2015 5,360,000 Bonus

Md. Emad Uddin Nominee Director of EMCL 09.12.2015 1,800,000

Tk.10.00 Cash 19.09% 11.87% 3 years N/A 16.03.2017 5,262,808

Md. Rafique Ullah Nominee Director of ICB 16.03.2017 8,000,000 Tk.10.00 Cash 21.63% 13.45% 3 years N/A

Istak Ahmmed Independent Director N/A Nil N/A N/A N/A N/A N/A N/A

* Lock-in period of shares starts from the issue date of Prospectus.

29

(xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified

securities purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their

related parties within six months immediate preceding the date of filing the prospectus:

There was no such purchase or sale or otherwise transfer by the sponsor and/or by the directors of the Electro Battery

Company Limited and their related parties within six months immediate preceding the date of filing the prospectus.

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

issuer, indicating the amount of securities owned, whether they are owned beneficially or of record, and the

percentage of the securities represented by such ownership including number of equity shares which they would

be entitled to upon exercise of warrant, option or right to convert any convertible instrument:

Name of shareholder Address Type of ownership

Amount of

Securities

Owned

Percentage of

ownership

Md. Ansar Uddin House # 492, Road # 9, DOHS

Baridhara, Dhaka-1206 Chairman 5,460,000 14.76%

Mrs. Umme Bushrah House # 492, Road # 9, DOHS


Director & Managing

Director 2,690,000 7.27%

Energy Meter Company

Ltd.

28 Dilkusha C/A, 19th Floor,

Suite # 1901 & 1902, Dhaka-1000 Director 7,062,808 19.09%

ICB

BDBL Building (12-15th Floors),

8, Rajuk Avenue, DIT Ave,

Dhaka 1000, Bangladesh

Director 8,000,000 21.63%

EM Power Ltd. 28 Dilkusha C/A, 19th Floor,

Suite # 1901 & 1902, Dhaka-1000 Shareholder 7,247,192 19.59%

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

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

There is no officer holding any securities of the Company except the following:

Name of Shareholders Designation Shareholding Amount (BDT) Percentage (%)

Md. Ansar Uddin Director & Managing Director 5,460,000 54,600,000 14.76%

(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:

Electro Battery Company Limited was incorporated in November 24, 2008 as a private limited company under Registrar

of Joint Stock Companies and Firms (RJSC) vides registration number C-73799/(1841)/08 under the companies Act

1994. Subsequently it was converted into a public limited company on January 14, 2016.

Corporate information:


Date of incorporation as private limited company November 24, 2008

Commencement of commercial operation February 18, 2009

Conversion into public limited company January 14, 2016

Denomination of face value from Tk. 100.00 to Tk. 10.00 October 01, 2015

Authorized capital 1,000.00 Million

Issued & paid-up capital 369.92 Million


automotive, forklift & rickshaw battery products.

Electro Battery Company Limited has no subsidiaries.

30

(ii) Location of the project: The factory of Electro Battery Company Limited is situated at Baro Rangamatia, Durgapur, Ashulia, Savar, Dhaka.

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

Plant & Machinery:

The Company has been using latest plant & machineries to produce high quality products. All the machineries are brand

new when procured and are in good condition.

Technology:

Manufacturing process of the company is heavily technology driven, dynamic in nature with cutting edge technology.

Process:

Total process of the company leads by the trained professionals, strict monitoring and true measurement which provide

competitive advantage to the company.

(iv) Details of the major events in the history of the issuer, including details of capacity or facility creation,

launching of plant, products, marketing, change in ownership and/ or key management personnel etc.:

Date of incorporation

Incorporated as a private limited company on November 24, 2008 having Registration

No. C-73799/(1841)/08 under the Companies Act 1994, under the Registrar of Joint

Stock Companies & Firms of Bangladesh.

Private to public Converted into a public limited company on January 14, 2016.

Capacity Installed capacity is 190,000 Pics/ year.

Launching of plant & new

products

Product Name Year

Electro Solar Battery February 2009

Electro Automotive Battery May 2010

Electro Industrial Battery September 2010

Electro VRLA Battery February 2014

Electro Forklift Battery May 2015

Electro Easy Bike Battery November 2016

Electro Rickshaw Battery November 2016

Date of commercial

operation February 18, 2009

Changes in ownership

Mrs. Umme Bushrah and Md. Ansar Uddin are the sponsors of the Company.

Energy Meter Company Limited has been appointed as director on 09-12-2015.

Mr. Md. Emad Uddin has been appointed as nominee director of EMCL on

25.07.2017.

ICB has been appointed as director on 14-03-2017.

Changes in key

management personal There were no changes in key management personnel.

Appointment of

independent director Mr. Istak Ahmmed has been appointed as independent director on 25-07-2017.

(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:


automotive, forklift & rickshaw battery products in the local market and it has no export sales.

Past Trends: Last 5 years sales of the Electro Battery Company Limited:

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Sales (Local) 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

The Company has neither made any export in the past nor has any plan of export in near future.

31

Future prospects:

Overall demand of the industry products are increasing day by day. There is no available published data for future forecast

but the Company’s own market survey states that the demand for the products of EBCL is also increasing with the

increased demand of the market. For better quality and competitive price of the products, the Company is in the

advantageous position and has opportunity of expanding its project in future.

(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:

The Company has no product or service that accounts for more than 10% of the Company’s total revenues.

(vii) Description of associates, subsidiary and holding company of the issuer and core areas of business thereof:

Electro Battery Company Limited does not have any associates, subsidiary or holding company except following six

sister concerns:

Sl# Name of the Company Relationship

01 Electro Solar Power Limited Sister concern

02 Electro Mechanical Service Limited Sister concern

03 EM Power Limited Sister concern

04 Energy Meter Company Limited Sister concern

05 Electro Transformer & Switchgear Company Limited Sister concern

06 Electro Led & Lights Limited Sister concern

(viii) How the products or services are distributed with details of the distribution channel. Export possibilities and export obligations, if any: The company doing their business through distributor/ dealership channel and sales & marketing team. The company have deferent dealer/distributor in major area of Bangladesh. After receiving order from customers, the dealer/ distributor provide products to customer. The company set their monthly sales target for their distributor point in value of battery. To achieve the target, the company’s sales & marketing team and dealer/ distributor aggressively worked together. The products distribution process flow: Export possibilities & obligations: The Company has neither export its product nor has any plan to export in near future. It has no legal obligation for export.

Factory

Warehouse Dealers

Dhaka, Chittagong, Jamalpur, Gazipur, Barisal,

Faridpur, Bogra

Consumer/ End User

32

(ix) Competitive conditions in business with names, percentage and volume of market shares of major competitors: There is huge demand and supply gap for the products of the Company. Being one of the high quality battery products manufacturer in the Bangladesh, the following companies can be considered as major competitors of the Company:

(in crore)

Particulars Rahimafrooz Hamko Volvo Navana EBCL Import Others

Total Tk. % Tk. % Tk. % Tk. % Tk. % Tk. % Tk. %

Solar 60 30% 30 15% 20 10% 20 10% 20 10% - 0% 60 30% 200

Industrial 20 20% - 0% - 0% - 0% 25 25% 70 70% - 0% 100

Easy Bike 60 30% - 0% - 0% 40 20% 4 2% 0% 96 48% 200

Automotive Battery 450 30% 225 15% 150 10% 150 10% 2 0% - 0% 510 34% 1,500

Fork Lift Battery 30 32% - 0% - 0% - 0% 15 16% 40 42% 10 11% 95

Rickshaw Battery 30 30% 15 15% 10 10% 10 10% 4 4% - 0% 30 30% 100

Source: Own market analysis.

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

in case of any disruption:

Main raw materials of Electro Battery Company Limited are different types of Acid, Battery Terminal, Battery Container,

Battery Carton, Battery Insolation Board etc. which the Company procures from local and overseas market. The Company

has some trusted suppliers of its raw materials and chemicals. List of principal suppliers is as follows:

Sl# Company Name Address

1 Panna Battery Co. Ltd. Nasir Trade Center (Level # 12), 89, Bir Ullam C. R. Datta

Road, Dhaka-1205

2 B.S Chemical Supply 9/A, Wise Ghat Road, Dhaka-1100

3 Zibo International Economic & Technical Coop.

Co. Ltd. No. 145, Zibo City, Shandong, P.R. China

4 Zendine (HK) Ltd. Unit N, 12/F, Century Industrial Centre, 33-35 Au Pui Wan

Street, Hongkong

5 Henan Hengming Fengyun Power Source Co., Ltd. No. 8 Xinhui Road, Xinxiang City, Henan , China

6 Industrie Composizione Stampati S.r.L. Sede Legaler, Strada Prov. Le Per Gioia Centro Aziendale

Quercete, 81016 San Potito Sannitico (CE), Italy

7 SP Engineering & Consultancy Suite 26-21-05, Prime Midah Heights, Jalan Midah 8,

Taman Midah, 56000 Kuala Lumpur, Malaysia

8 Eswari Global Metal Industries Private Ltd. Plot No-96 & 97 Industrial Area, Baikampady, Mangalore-

575011, Karnataka-India

9 Polyworld No.15 & 17, Jalan P6/2, Seksyen 6, Bandar Teknologi

Kajang, 43500 Semenyih, Selangor D. E. Malaysia

10 D.H. Euro Hi Tech Co. Ltd. 703 HO, Hwanggum Plaza Building, 318-5, Shinjeong

Dong, Yang Cheon Ku Seoul, South Korea

11 Jian Shin Resources Corporation. No. 108 Sec.2. Linhai Road, Fangliao Township, Ping

Tung County 940, Taiwan

Contingency plan: EBCL has alternative options for purchasing raw materials & chemicals. The Company maintains good relationship with

its raw material & chemical suppliers. If any supplier unable or disagree to supply raw materials then the Company will

go for next best alternative supplier(s) immediately. (xi) Sources & requirement of power, gas, water & other utilities and contingency plan for disruption:

All required utility facilities are available at the project site and those are stated below:

Power:

The Company meets its required power from Rural Electrification Board (REB). The total sanctioned electricity load for

Electro Battery is 500 KVA. The Company has procured a high power electric transformer for smooth supply of

electricity.

Gas: The Company does not require any gas.

Water:

The factory requires around 1,000 litter water per day to continue its operation. Required water is supplied by its 2 (two)

own tube-wells and distilled water plants.

33

Contingency plan: The Company has 2 (two) diesel generator with a production capacity of 400 KVA each to supply power in case of any

disruption. The Company has two tube-wells and distilled water plant. Both of those are used regularly and alternatively.

(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: There is no such single customer who purchases 10% or more of the Company’s products.

(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from whom the issuer purchases 10% or more of its raw material or finished goods with amount and percentage thereof:

Electro Battery Company Limited purchase raw materials from different suppliers and have no contractual agreement

with any suppliers. The Company purchase raw materials in normal course of business from the best supplier who has

proven quality and price experience. Their supplied quantity changes from time to time. As of June 30, 2017 the following

companies are supplier of 10% or more raw materials of Electro Battery Company Limited:

Company name Address Phone/ Fax

E-mail & Web

Amount & percentage for

the year ended June 30,

2017

Amount (%)

Panna Battery

Co. Ltd.

Nasir Trade Center (Level #

12), 89, Bir Ullam C. R.

Datta Road, Dhaka-1205

Tel: +88 02 58615917

Fax: +88 02 58617821


Web: www.pannagroupbd.com

57,545,512 10.19%

Polyworld SDN

BHD.

No. 15 & 17. Jalan p6/2.

Seksyen 6. Bandar Teknologl

Kajang. 43500 Semenyih.

Selangor K.E.Malaysia.

Tel: 603-87242933

Fax: 603-8724-0933


Web: www.polyworld.com.my

69,546,024 12.32%

Jian Shin

Resources

Corporation.

940 Pingtung County

Fangliao Township Linhai

Road, No. 108

Tel: (80) 8660663

Fax: (80) 8669912

E-mail: [email protected]

Web: www.jianshin.com

81,546,536 14.44%

SP Engineering

Consultancy

Suite 26-21-5 Prima Midah

Heights Kuala Lumpur,

56000, Malaysia

Tel: +60-3-91322680

Fax: +60-3-91322680 91,668,906 16.23%

(xiv) Description of any contract which the issuer has with its principal suppliers or customers showing the total

amount and quantity of transaction for which the contract is made and the duration of the contract. If there is not

any of such contract, a declaration is to be disclosed duly signed by CEO or MD, CFO and Chairman on behalf

of Board of Directors:

Declaration regarding contract with principal suppliers or customers

This is to certify that Electro Battery Company Limited does not have any contract with its principal suppliers or

customers.

Sd/- Sd/- Sd/-

M A Halim Md. Ansar Uddin Mrs. Umme Bushrah

Chief Financial Officer Managing Director Chairman




34

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

expiry dates:

Particulars License Issuer/Issuing

Authority

Certificate/ License

No. Issue Date

Renewal

Date

Expiry

Date

Certificate of

Incorporation

Register Joint Stock

Companies and Firms,

Bangladesh

C-73799/(1841)/08 24.11.2008 N/A N/A

TIN Certificate National Board of Revenue 212886980102 28.12.2013 N/A N/A

VAT Certificate

Customs, Excise and VAT

Commissionarate, Dhaka

(West)

17121007392 08.08.2012 N/A N/A

Trade License Dhaka South City Corporation 02069709 02.10.2016 09.07.2017 30.06.2018

Trade License Ashulia Union Porishad 155(2017/18) 29.11.2008 10.07.2017 30.06.2018

Fire License Fire Service & Civil Defense,

Dhaka 734 24.03.2009 15.06.2017 30.06.2018

Environment

Clearance

Certificate

Department of Environment 30.26.72.4.23.230210/

bev 77 30.10.2011 23.07.2017 29.10.2017

Membership

Certificate

Bangladesh Accumulator &

Battery Manufacturers

Association

BABMA-013/2016 01.07.2016 01.01.2017 31.12.2017

ISO 14001:2004 ISOQAR LTD. 8593-002 05.03.2012 09.02.2015 05.03.2018

Inspection for

Factories and

Establishments

license

Department of Inspection for

Factories and Establishments 16634/Dhaka 29.09.2013 11.06.2017 30.06.2018

Import Registration

Certificate

The Import & Export Control

Bureau 0193748 11.05.2009 02.07.2017 30.06.2018

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

The Company obtained neither any patent right/ trademarks nor signed any royalty agreement with any party.

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

The Company had 160 employees as on June 30, 2017.

Part/ Full time Number of employees

Full time employee 160

Part time employees -

Grand Total 160

None of the above employees get less than Tk. 5,300 per month.

35

(xviii) A brief description of business strategy:

Main business strategies of the Company:

Electro Battery Company Limited, is a sister concern of ELECTRO GROUP. Since inception, the Company is

manufacturing solar battery to support solar sector. After having enormous appreciation in manufacturing solar battery

and by the massive motivational support by telecom sector, EBCL introduced VRLA Battery for BTS (Base Transceiver

Station) reserve power source.

The product designed and developed based on the latest technology which is suitable for local environment and power

condition. EBCL is persistently investing in R&D for continuous development of the products. The consequences of

R&D department, Electro Battery Company Limited is facing low warranty problem from the customer. To ensure

highest support and series to the valued clients of telecom industry Electro Battery Company Limited maintains its skilled

and efficient service team for 24/7. They are ready to provide prompt solution of power back up whenever required.

Electro Battery Company Limited is committed to provide uninterrupted power supply at your BTS.

In 2009, Electro Battery Company Limited has started manufacturing and marketing battery under the brand name

“ELECTRO” especially, solar battery, industrial battery, automotive battery etc.

The company is certified by ISO 9001:2008, IEC 61215:2005, ISO 14001:2004 and ISO 18001:2007.

(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:


automotive, forklift & rickshaw battery products. Production capacity and current utilization is as under:

Product Unit Installed capacity Capacity utilization Capacity utilization (%)

30.06.2017 30.06.2017 30.06.2017

Solar Battery

Pics 190,000 148,602 78.21%

Industrial Battery

VRLA Battery

Easy Bike Battery

Automotive Battery

Forklift Battery

Rickshaw Battery.

Future installed capacity and its utilization:

Product Unit Installed capacity Capacity utilization Capacity utilization (%)

30.06.2018 30.06.2019 30.06.2020 30.06.2018 30.06.2019 30.06.2020 30.06.2018 30.06.2019 30.06.2020

Solar Battery

Pics 256,500 320,600 352,660 184,680 240,450 264,500 72% 75% 75%

Industrial

Battery

VRLA Battery

Easy Bike

Battery

Automotive

Battery

Forklift

Battery

Rickshaw

Battery.

36

(e) Description of property:

The Written down value of Property, Plant and Equipment’s owned by the company as per audited accounts as on June

30, 2017 are stated below:

Particulars Amount in BDT

Land 13,963,031

Building & Civil Construction 136,924,681

Electrical Line Inst. 112,303

Machineries 78,786,829

Furniture & Fixture 2,076,848

Computer 745,534

Office Equipment 1,479,784

Factory Equipments 892,730

Computer Software 14,706

Fire Equipment 923,020

Vehicles 21,234

Balance as on June 30, 2017 235,940,699

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

The Company’s registered office is situated at 28 Dilkusha C/A, 19th Floor, Suite # 1901 & 1902, Dhaka-1000 and the

factory located at Baro Rangamatia, Durgapur, Ashulia, Savar, Dhaka. The entire assets of the company are located at

the Company’s head office and its factory. Details are as under:

Sl# Particulars Location and Area Condition of the Property

01 Land Baro Rangamatia, Durgapur,

Ashulia, Savar, Dhaka. Position hold by the company.

02 Building & Civil Construction Baro Rangamatia, Durgapur,

Ashulia, Savar, Dhaka. Factory sheds are in good condition.

03 Electrical Line Inst. Baro Rangamatia, Durgapur,

Ashulia, Savar, Dhaka. Working in good condition.

04 Machineries Baro Rangamatia, Durgapur,

Ashulia, Savar, Dhaka. Working in good condition.

05 Furniture & Fixture At Factory and Head Office Good Condition

06 Computer At Factory and Head Office Good Condition

07 Office Equipment At Factory and Head Office Good Condition

08 Factory Equipment At Factory and Head Office Good Condition

09 Computer Software At Factory and Head Office Good Condition

10 Fire Equipment At Factory and Head Office Good Condition

11 Vehicles At Factory and Head Office Running

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

All the assets of the Company are in its own name.

(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:

Deed no Date of

purchase

Last payment

date of

current rent

Mutation

date Deed value

Registration &

other cost

Area

(decimal) Current use

4371 15.03.2011 25.05.2016 14.08.2011 3,252,000

2,141,031

14.45

Factory premises 34664 09.09.2009 25.05.2016 19.10.2009 2,600,000 14.00

20327 07.12.2011 25.05.2016 22.01.2012 3,900,000 13.00

11511 20.10.2010 25.05.2016 27.02.2011 2,070,000 09.40

Total 11,822,000 2,141,031 50.85

37

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

cost of acquisition and relation, if any, of such persons to the issuer or any sponsor or director thereof:

Name of the persons from whom the

lands have been acquired Cost of acquisition Relation

Md. Shirajul Islam 3,252,000.00 There is no relation between seller

of land and the issuer or any

sponsor or director thereof.

Mrs. Sufia Begum 2,600,000.00

Md. Manu Mandal 3,900,000.00

Md. Shahidullah 2,070,000.00

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

The Company has received all the approval of pertaining to use of the land.

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

with name of the mortgagee:

Name of Mortgagee Deed No. Date Plot No. Area in Decimal

Mercantile Bank Limited 34664 24-12-2016 CS & SA: 121; RS: 721 14.00




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

conditions of the lease agreements and details of payment:

No property is taken by the company under lease agreement.

38

(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:

Name of machinery Dates of

Purchase Sellers name Address

Years of

sale

Condition when

purchased

Country of

origin

Purchase price

including other

related cost

Useful Economic Life

When

purchased Remaining

Oxide Mill (With Standard Accessories) 2009 Jiangsu Sanhuan Industry

And Commerce Co. Ltd.

Industrial Zone, Xushe, Yixing, Jiangsu,

China-214242 N/A Brand New China 6,153,961 15 7

Automatic Grid Casting Machine Type II (With

Standard Accessories), 2009

Devaki Engineering

Enterprises Pvt. Ltd.

396, 3rd Main, 11th Cross, 4th Phase, Peenya Industrial Area, Bangalore-560058,

India

N/A Brand New India 1,293,009 15 7

Mixing Machine (With Standard Accessories) 2009 Devaki Engineering

Enterprises Pvt Ltd.

396, 3rd Main, 11th Cross, 4th Phase, Peenya Industrial Area, Bangalore-560058,

India


Tubular Positive Plate Filling Machine Model-Sp

(With Standard Accessories) 2009

Unik Techno Systems

Pvt. Ltd. W 251, Midc, Bhosari, Pune 411026, India N/A Brand New India 1,261,201 15 7

Pasting Machine To Paste Of Positive & Negative

Plate Completed (With Standard Accessories) 2009

Unik Techno Systems


Vacuum Dry Charging Machine Complete (With

Standard Accessories) 2009

Unik Techno Systems


ADOR make Plate Formation Rectifire rated 12 V (2

in 1) with Microform Controller suitable for Tack

Plate Formation

2009 Ador Powertron Limited Ramnagar Complex, Plot No-51, D-II, MIDC, Chinchwad, Pune-411019, India

N/A Brand New India 653,428 15 7

18 V, 300A Charger-Discharger suitable for 6 Traction cells along with Data logger.

2009 Ador Powertron Limited Ramnagar Complex, Plot No-51, D-II, MIDC, Chinchwad, Pune-411019, India

N/A Brand New India 622,626 15 7

Air Compressor (Screw Type) 2009 Aydin Trafo Dis Ticaret Emre Tujumet, Ankara Karayolu 26, Km

Kemalpasa-Lzmir, Turkey N/A Brand New Turkey 1,929,947 12 4

KS 20 Semi-Automatic Electric Welder For Battery


Kae Lii Machine Mfg

Co. Ltd.,

No-2, Lane-24, Her Lih Street, Tai Ping

City, Taichung Hsien, Taiwan N/A Brand New Taiwan 1,513,938 12 4

KH-20 Semi-Automatic Heat Sealing Machine For

Battery 2009

Kae Lii Machine Mfg

Co. Ltd.,


City, Taichung Hsien, Taiwan N/A Brand New Taiwan 2,348,797 12 4

KT-10 Manual Shear Tester For Battery 2009 Kae Lii Machine Mfg

Co. Ltd.,


City, Taichung Hsien, Taiwan N/A Brand New Taiwan 137,288 12 4

KL Type Manual Short Circuit Tester For Battery 2009 Kae Lii Machine Mfg

Co. Ltd.,



Manual Air Leak Testing Gun For Battery 2009 Kae Lii Machine Mfg

Co. Ltd.,



KTC-10 Manual Hole Punching Machine For Battery 2009 Kae Lii Machine Mfg

Co. Ltd.,



M.S. & S.S. Fabricated Red Lead Plant With Complete

(With Standard Accessories) 2010 Balaji International

23 Vidyapith Road, Birati, Kolkata-

700051, India N/A Brand New India 1,060,282 15 8

Automatic Grid Casting Machine (With Standard

Accessories) 2011

Devaki Engineering

Enterprises Pvt. Ltd.

396, 3rd Main, 11th Cross, 4th Phase,

Peenya Industrial Area, Bangalore-560058, India


Tubular Positive Plate Filling Machine Model-Sp


Unik Techno Systems


Grid Casting Machine Gcm-340 (With Standard Accessories)

2011 Jiangsu Soha Garments Co. Ltd.

Floor 3 Building A Soho Plaza 48 Ning Nan Da Dao Nanjing 210012, China

N/A Brand New China 1,762,110 15 9

Fully Automatic Pasting Machine Dmc-360 (With


Jiangsu Soha Garments

Co. Ltd.

Floor 3 Building A Soho Plaza 48 Ning

Nan Da Dao Nanjing 210012, China N/A Brand New China 4,891,084 15 9

39

Semi-Automatic Inner Cell Iwm-61-B Welding

Machine 2011


Co. Ltd.,


Nan Da Dao Nanjing 210012 , China N/A Brand New China 1,082,439 15 9

Semi-Automatic Internal Resistance Testing Machine 2011 Jiangsu Soha Garments Co. Ltd.,

Floor 3 Building A Soho Plaza 48 Ning Nan Da Dao Nanjing 210012 , China

N/A Brand New China 721,626 15 9

Manual Short Circuit Testing Machine 2011 Jiangsu Soha Garments

Co. Ltd.,


Nan Da Dao Nanjing 210012 , China N/A Brand New China 352,422 15 9

Fully Automatic Heat Sealing Machine (With Standard Accessories)

2011 Jiangsu Soha Garments Co. Ltd.,



Manual Leak Testing Machine (With Standard

Accessories) 2011


Co. Ltd.,


Nan Da Dao Nanjing 210012 , China N/A Brand New China 327,249 15 9

Semi-Automatic 2v Vrla Battery Quantitative Vacuum Acid Filling Machine (With Standard Accessories)




Charge And Discharge Machine Cdf-320v/200a (With



Co. Ltd.,


Nan Da Dao Nanjing 210012 , China N/A Brand New China 1,174,740 15 9

Microprocessor High Rate Discharge Testing Machine Hrd-2v/3000a (With Standard Accessories)




Hole Punch Mold 2010 Vi Engineering

Workshop,

Golam Bazar, Akhara Market, Karanigonj,

Dhaka-1310 N/A Brand New Bangladesh 733,000 15 8

Battery Charger 2010 Power Control &

Management,

Bscic Electronics Complex, Level-8,1/1 Industrial Plot, Main Road-03, Avenue-04,

Section-07, Mirpur-11, Dhaka

N/A Brand New Bangladesh 825,000 15 8

Battery Plate Formation Rectifier 2011 S. S. International, 29 B.L. College Road, Daulatpur, Khulna N/A Brand New Bangladesh 1,150,000 15 9

Effluent Treatment Plant (Etp) 2009 Jago Corporation Ltd. House-364, Road-27, New Dohs, Mohakhali, Dhaka

N/A Brand New Bangladesh 1,650,000 15 7

Turbine Ventilation 2010 H. S. Engineering, House-Ga-34, Mohakhali, C/A, Dhaka-

1212 N/A Brand New Bangladesh 770,000 15 8

Isolation Transformer 2011 Green Power Electrical

& Electronicts,

382,Harindhara, Hemayetpur, Savar,

Dhaka N/A Brand New Bangladesh 550,000 12 6

Auto Formation Vat 2010 Basundhara Trading, 115, Bankers Road, West Nakhalpara ,

Tejgoan, Dhaka-1215 N/A Brand New Bangladesh 5,968,000 10 3

Pressure Die Casting Machine 2015 D.H. Euro Hi Tech Co. Limited

703 HO, Hwanggum Plaza Building, 318-

5, Shinjeong-Dong, Yang Cheon Ku,

Seoul, Korea

N/A Brand New Korea 12,658,708 15 13

Pressure Die Casting Machine With all Accessories 2017 Zibo Xinxu Mechanical

and Electrial Co. Ltd.

No87th Wanjie Road, Zhangdian District Zibo City, Shandong Province-255086,

China


Fully Automatic Pasting Machine DCM360-10 with flash drying oven FDM-360 and Standard Accessories

2017 Jiangsu Soho Germants Co. Ltd.

Floor3 Building A Soho Plaza 48 Ning Nan Da Dao Nanjing 210012, China


Semi-Automatic Inner Cell IWM-61-B Welding

Machine with Standard Accessories 2017

Jiangsu Soho Germants

Co. Ltd.

Floor3 Building A Soho Plaza 48 Ning Nan

Da Dao Nanjing 210012, China N/A Brand New China 2,128,270 15 15

Semi-Automatic Internal resistance testing Machine 2017 Jiangsu Soho Germants Co. Ltd.

Floor3 Building A Soho Plaza 48 Ning Nan Da Dao Nanjing 210012, China


Fully Automatic Heat Sealing Machine HSM-82-B

with Standard Accessories 2017

Jiangsu Soho Germants

Co. Ltd.

Floor3 Building A Soho Plaza 48 Ning Nan

Da Dao Nanjing 210012, China N/A Brand New China 6,830,262 15 15

Total 117,745,076 N/A

The written down value of the plant and machineries of Electro Battery Company Limited as on June 30, 2017 is Tk. 78,786,829/-.

40

(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.:

Machinery required Costs in BDT Country

of origin

Date of

placement of

order

Expected date

of supply

Auto Grid Casting Machine for E-Rickshaw

Battery 4,000,000 China/India

Within 3 month

of IPO fund

received

Within 9

month of IPO

fund received

Auto Grid Casting Machine for E-Bike Battery 4,500,000 China/India

Auto Positive Grid Casting Machine for

Maintenance Free E-Rickshaw Battery 3,500,000 China/India

Auto Negative Grid Casting Machine for

Maintenance Free E-Rickshaw Battery 3,800,000 China/India

Curing Chamber 2,000,000 China/India

Formation Rectifier 2,200,000 China/India

Charging Rectifier 2,500,000 China/India

Plate Drying Chamber 1,500,000 China/India

Plate Cleaning Machine 1,200,000 China/India

Assembling Line 22,000,000 China

Lead Purification Furnace 2,500,000 China

Spectrometer 10,000,000 Germany/USA

Charging & Discharging Machine 4,000,000 China/India

Acid Filling Machine 2,000,000 China

Paste Mixing Machine 1,800,000 China/India

Pasting Line 11,000,000 China/India

Lead Purification Furnace Fume Control Unit 1,500,000 China

Formation Acid Fume Control Unit 1,500,000 China

Efluent Treatment Plant 5,000,000 China

De-Mineralized (DM) Water Plant 3,000,000 China

Grid Casting Fume Control Unit 500,000 China

Gray Oxide Mill 12,000,000 China

Red Oxide Mill 5,000,000 China

Auto Grid Casting Machine for E-Rickshaw

Battery

4,000,000 China/India

Auto Grid Casting Machine for E-Bike Battery 4,500,000 China/India

Auto Positive Grid Casting Machine for

Maintenance Free E-Rickshaw Battery


Auto Negative Grid Casting Machine for

Maintenance Free E-Rickshaw Battery


Curing Chamber 2,000,000 China/India

Formation Rectifier 2,200,000 China/India

Charging Rectifier 2,500,000 China/India

Plate Drying Chamber 1,500,000 China/India

Plate Cleaning Machine 1,200,000 China/India

Assembling Line 22,000,000 China

Lead Purification Furnace 2,500,000 China

Spectrometer 10,000,000 Germany/USA

Charging & Discharging Machine 4,000,000 China/India

Acid Filling Machine 2,000,000 China

Paste Mixing Machine 1,800,000 China/India

Pasting Line 11,000,000 China/India

Lead Purification Furnace Fume Control Unit 1,500,000 China

Formation Acid Fume Control Unit 1,500,000 China

Efluent Treatment Plant 5,000,000 China

De-Mineralized (DM) Water Plant 3,000,000 China

Grid Casting Fume Control Unit 500,000 China

Gray Oxide Mill 12,000,000 China

Red Oxide Mill 5,000,000 China

Total Cost of Machineries 148,700,000

Add: Installation and Other Costs 9,300,000

Total Cost of Battery Manufacturing Plant 158,000,000

41

(x) In case the machineries are yet to be delivered, the date of quotations relied upon for the cost estimates given

shall also be mentioned:

There are no such machineries which are yet to be delivered.

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

All plants and machineries of the Company were purchased in brand new condition.

Declaration related to machineries being brand new

We do hereby declare that all the plants and machineries of the Electro Battery Company Limited as on June 30, 2017

were purchased in brand new condition. There are no re-conditioned or second hand machineries installed in the

Company.

Dated: 12 October 2017

Dhaka

Sd/-

AHMAD & AKHTAR


(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 neither purchased any second hand/ reconditioned machineries nor have any plan to purchase such machineries in future.

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

Commission:

Physical verification report by the issue manager of Electro Battery Company Limited

This is to certify that we have visited the registered office & factory of Electro Battery Company Limited several times.

Lastly, we have visited the factory on July 20, 2017 and found the registered office and factory as details below:

Visited and accompanied by:

Particulars Name & Designation

Visited by Issue Manager(s)

Khairul Bashar Abu Taher Mohammad

Chief Executive Officer and EVP

MTB Capital Limited

Proshanta Kumar Kar

Assistant Manager

MTB Capital Limited

Accompanied by Issuer


Md. Ansar Uddin

Managing Director

Md. Shihab Mahmud

Company Secretary

Address:

Registered office 28, Dilkusha C/A, 3rd & 19th floor, Suite# 1901 & 1902, Dhaka-1000

Factory Baro Rangamatia, Durgapur, Ashulia, Savar, Dhaka

Company overview:

Electro Battery Company Limited is engaged in manufacturing and marketing of wide range of solar, industrial, VRLA,

easy bike, automotive, forklift & rickshaw battery products in Bangladesh. The Company was incorporated in November

24, 2008 as a private limited company as subsequently converted into a public limited company on January 14, 2016.

The Certificate of Incorporation number of the company is C-73779 (1841)/08. The Company started its commercial

operation on February 18, 2009.

42

Nature of business: Electro Battery Company Limited is engaged in manufacturing and marketing of wide range of solar, industrial, VRLA,

easy bike, automotive, forklift & rickshaw battery products in Bangladesh.

Products: The Company has five types of battery products:

1. Electro Solar Battery

2. Electro Industrial Battery

3. Electro VRLA Battery

4. Electro Easy Bike Battery

5. Electro Automotive Battery

6. Electro Forklift Battery

7. Electro Rickshaw Battery.

Description of property:

We have identified the registered office and factory of Electro Battery Company Limited as follows:

1. Registered office building: The registered office of the Company is located at 28, Dilkusha C/A, Dhaka, Bangladesh.

2. Land: We have found that the Company possesses total 50.85 decimal of lands in its own name. The land is situated

at Baro Rangamatia, Durgapur, Ashulia, Savar, Dhaka, Bangladesh where the factory is situated.

3. Factory buildings and sheds:

No. of

Buildings

Buildings

Description

Type

(Brick/Tin/Prefabricated Steel) Status of usage

Shade -01 1 Stored Pre-fabricated steel structured Shade for

manufacturing

Grid Casting, Formatting,

Charging & Store Room

Shade-02 1 Stored Pre-fabricated steel structured Shade for

manufacturing

Pasting, Filling, Formation &

Storage

Shade-03 1 Stored Pre-fabricated steel structured Shade for

manufacturing

Pasting, Formation, Charging

& Storage

4. Plant & Machinery and Office Equipment: In factory, we found all the machineries which are mentioned in the

prospectus.

5. Generator & transformer: The generator of the company is in good condition and running well. The company has

procured a high power electric transformer for smooth supply of electricity. The company meets its required power

from Rural Electrification Board (REB).The total sanctioned electricity load for EBCL is 500 KVA. Beside that the

company maintains 2 (two) generator with a production capacity of 400 KVA each.

6. Water pump and distilled water plant: The Company requires huge pure water for production. Its own deep tube-

well and distilled water plant supply the required water and we found those in good condition and running.

7. Vehicles: The company has 07 covered delivery Vans in good condition.

8. Signboard: The signboard of the Company is well displayed at the factory premises.

Besides these assets we have also found other assets like Furniture & Fixture, Electrical Installation & Equipment, Office

Equipment and Others.

It is mentionable here that during our visit, we have checked inventory register and roster (Workers’ duty register) and

found satisfactory and all machineries are in good condition and running well.

Sd/-

Khairul Bashar Abu Taher Mohammad


MTB Capital Limited

43

(xiv) If the issuer is entitled to any intellectual property right or intangible asset, full description of the property, whether the same are legally held by the issuer and whether all formalities in this regard have been complied with:

The Company has no intellectual property right or intangible asset.

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

(As per audited financial statement on June 30, 2017)


Land 13,963,031

Building & Civil Construction 136,924,681

Electrical Line Inst. 112,303

Machineries 78,786,829

Furniture & Fixture 2,076,848

Computer 745,534

Office Equipment 1,479,784

Factory Equipments 892,730

Computer Softwear 14,706

Fire Equipment 923,020

Vehicles 21,234

Balance as on June 30, 2017 235,940,699

(f) Plan of operation and discussion of financial condition:

(i) Electro Battery Company Limited was incorporated in November 24, 2008 as a private limited company under

Registrar of Joint Stock Companies and Firms (RJSC) vide registration number C-73799/(1841)/08 under the Companies

Act 1994. It was converted into a public limited company on January 14, 2016.

(ii) The Company's revenues and results from operations, statement of financial position, changes in financial

position and statement of cash flows for the last five years are mentioned below:

Revenue and results from operation:

(Amount in BDT)

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Revenue 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

Less: Cost of goods sold 552,958,920 508,897,947 444,695,721 302,466,351 388,061,654

Gross Profit 123,331,170 113,006,591 98,664,337 74,823,377 103,280,020

Operating Expenses 27,433,140 24,362,918 21,781,967 21,470,694 25,973,812

Administrative & Selling Expenses 27,433,140 24,362,918 21,781,967 21,470,694 25,973,812

Profit from Operation 95,898,031 88,643,674 76,882,370 53,352,683 77,306,208

Financial Expenses 14,913,660 30,801,219 30,649,541 29,241,384 39,975,800

Net profit before charging WPPF

for the period 80,984,371 57,842,455 46,232,829 24,111,299 37,330,408

Less: Contribution to WPPF 3,856,399 - - - -


Income tax Expenses 26,994,790 20,244,859 16,181,490 8,438,955 13,998,903

Current Tax 16,605,573 15,978,985 16,181,490 8,438,955 13,998,903

Deferred Tax 10,389,217 4,265,874 - - -


Earnings per Share (Restated) 2.07 1.55 1.24 0.65 0.96

Earnings per Share(fully diluted-

Restated) 1.36 1.02 0.81 0.42 0.63

44

Statement of financial position:

(Amount in BDT)

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Non-current assets 328,299,968 154,847,772 100,163,236 61,047,311 66,785,637

Property, Plant & Equipment 235,940,700 92,126,141 88,813,044 61,047,311 66,785,637

Capital Work in Progress 92,359,268 62,721,631 11,350,192 - -

Current assets: 287,011,736 217,366,187 262,225,004 228,037,160 205,509,709

Inventories 175,093,609 127,193,379 80,527,356 78,665,923 85,082,368

Accounts Receivable 102,987,666 81,922,083 90,592,535 62,672,204 57,810,154

Advance, Deposit and Prepayments 8,629,113 7,811,276 67,879,495 59,708,613 38,837,411

Investment - - 23,021,500 23,021,500 23,021,500

Cash and Cash Equivalents 301,348 439,449 204,118 3,968,920 758,276

Total Assets 615,311,704 372,213,959 362,388,240 289,084,471 272,295,346

Shareholder's Equity and Liabilities

Shareholder's Equity 434,170,701 114,037,519 82,047,611 51,996,272 36,323,928

Share Capital 369,920,000 99,920,000 1,500,000 1,500,000 1,500,000


Non-current Liabilities 17,176,218 21,326,614 13,401,145 16,699,281 22,188,551

Long Term Loan 2,521,126 17,060,740 13,401,145 16,699,281 22,188,551

Deferred tax liability 14,655,092 4,265,874 - - -

Current Liabilities 163,964,785 236,849,826 266,939,484 220,388,918 213,782,867

Accounts Payable 10,013,435 17,134,600 1,798,060 8,920,288 8,700,000

Current Maturity of Long Term Loan 6,941,181 - - -

Short Term Borrowings 103,224,333 103,774,888 157,929,070 140,644,653 182,525,386

Creditors & Accruals 43,785,836 26,377,637 44,124,272 27,924,746 22,330,630

Advance Deposit against sales - 560,000 226,850

Share Money Deposit - 89,562,702 63,088,081 42,339,231 -

Total shareholders' equity and

liabilities 615,311,704 372,213,959 362,388,240 289,084,471 272,295,346

Net Asset Value (NPV) per share 11.74 11.41 546.98 346.64 242.16

Statement of changes in financial position:

For the year ended June 30, 2013 to June 30, 2017: Particulars Ordinary share capital Retained earnings Total

Balance as on June 30, 2017 369,920,000 64,250,701 434,170,701





45

Statement of cash flows:

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Cash flows from operating activities:

Collection from customers 655,224,507 630,574,990 515,439,727 372,427,678 445,283,999

Payment to suppliers, employees and

others (624,447,263) (553,022,698) (472,298,923) (321,383,146) (394,557,584)

Cash generated from operation 30,777,244 77,552,292 43,140,804 51,044,533 50,726,415

Income tax paid (4,763,311) (3,107,337) (6,432,296) (13,561,733) (21,557,591)

Payment for financial expenses (14,913,660) (30,801,219) (30,649,541) (29,241,384) (39,975,800)

Net cash flows from operating activities 11,100,273 43,643,736 6,058,967 8,241,415 (10,806,976)

Cash flows from investing activities:

Acquisition of fixed assets (56,110,435) (4,379,600) (33,208,708) - (1,277,791)

Received from Investment in Shares

(ESPL) - 23,021,500 - -

Payment for capital work in progress (127,416,248) (56,450,339) (11,350,192) -

Net cash flows from investing activities (183,526,683) (37,808,439) (44,558,900) - (1,277,791)

Cash flows from financing activities:

Issuance of share capital 270,000,000 18,420,000 - -

Share money deposits (89,562,702) 26,474,621 20,748,850 42,339,231 -

Received/(Payment) of short term bank

loan 18,036,947 (72,741,684) 17,284,417 7,742,225 (25,519,745)

Received/ (Payment) of long term loan (26,185,935) 22,247,097 (3,298,136) (55,112,228) 38,325,570

Net cash flows from financing activities 172,288,310 (5,599,966) 34,735,132 (5,030,772) 12,805,825

Net cash and cash equivalent (138,101) 235,331 (3,764,802) 3,210,644 721,057

Cash & cash equivalent at the beginning

of the year 439,449 204,118 3,968,920 758,276 37,219

Cash & cash equivalent at the end of

the year 301,348 439,449 204,118 3,968,920 758,276

a) Internal and external sources of cash:

(Amount in BDT)

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Internal sources of cash

Share Capital 369,920,000 99,920,000 1,500,000 1,500,000 1,500,000



Sub total 434,170,701 203,600,221 145,135,692 94,335,503 36,323,928

External sources of cash

Long Term Loan 2,521,126 17,060,740 13,401,145 16,699,281 22,188,551



Sub total 112,686,640 120,835,628 171,330,215 157,343,934 204,713,937

Grand total 546,857,341 324,435,849 316,465,907 251,679,437 241,037,865

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

The Company has not made any material commitment for capital expenditure except for those mentioned in use of

proceeds section in this prospectus.

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

and net income:

The company’s revenue and other income as well as operating expenses and net income have continued to change due to

increasing production, adding new machine, increase sales volume. Successive strong financial performance is the result

of unwavering commitment of the promoters, management efficiency, employees’ sincerity, use of appropriate

technology, among others.

46

The following table shows the year to year financial performance of the Company and which is increasing due to the

company’s long terms vision in this sector, experienced top tier management, favorable economic and government rules

and regulations, the commendable repayment culture is contributing for growth of the company.

(Amount in BDT)

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Revenue 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

Cost of goods sold 552,958,920 508,897,947 444,695,721 302,466,351 388,061,654

Operating expenses 27,433,140 24,362,918 21,781,967 21,470,694 25,973,812

Net profit after tax 50,133,182 37,597,596 30,051,339 15,672,344 23,331,505

Revenues:

Production capacity of the company is increasing due to installing plant and machinery and efficient management team.

Resultant, period to period changes in revenues have been arisen.

Cost of goods Sold:

Increase of cost of goods sold in period to period is in the line with sales volume.

Operating Expenses:

Operating Expenses include administrative expenses and selling & distribution expenses. Due to increases salary &

allowances, Bonus and Sales promotional activities and Increase of operating expenses in period to period is in the line

with production and sales volume.

Net Income:

Net income increase in period to period is in the line with sales volume.

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

There is no significant seasonal aspect on the company’s business.

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

Though there is no known trend, events and uncertainties that shall have a material impact on the company’s future

business, the operation of the company may be affected by the following events:

i) Political unrest ii) Natural disaster

iii) Increased competition iv) Entrance of new technology

f) Any assets of the company used to pay off any liabilities:

No assets of the Company have been used to pay off any liability.

g) Any loan taken from or given to any related party or connected person of the issuer with details of the same:

The Company did not take from or given to any loan to any related party or connected person.

h) Any future contractual liabilities the issuer may enter into within next one year, and the impact, if any, on the financial fundamentals of the issuer:

The Company has no plan to enter into any contractual liabilities other than the normal course of business within next

one year that would impact the financial fundamental of the company.

i) The estimated amount, where applicable, of future capital expenditure:

The Company does not have any plan for future capital expenditure other than as specified in use of proceeds section in

this prospectus.

47

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:

1. VAT: The Company has VAT registration number 17121007392. It pays VAT in time and submitted return

accordingly and therefore the Company has not any outstanding VAT as on June 30, 2017.

2. Income tax: The E-TIN (Tax Payers Identification Number) of EBCL is 212886980102, Taxes Circle-178

(Company), Tax Zone-09, Dhaka. Year wise income tax status of the Company is as under:

Income Year Assessment Year Status

2016-2017 2017-2018 Preparing for return submission.

2015-2016 2016-2017 The assessment of the assesse (Company) has been completed up to the

assessment year 2016-2017.



2013-2014 2014-2015

The assessment of the assesse (Company) has been completed up to the

assessment year 2014-2015 & tax paid in full up to the assessment year

2013-2014

2012-2013 2013-2014


assessment year 2013-2014 and of Income Tax Ordinance, 1984 but tax did

not paid in full.

3. Customs duty: There is no such liability outstanding for the company as of June 30, 2017.

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:

There is no financial lease commitment with anyone for the last five years.

l) Details of all personnel related schemes for which the company has to make provision for in future years:

In addition to company’s monthly salary benefits, wages and allowances, the company also provides following benefits

to the employees.

(a) Festival bonus: The Company givens two festival bonuses in a year.

(b) Performance bonus: All workers at factory get performance bonus who can meet the target.

(c) Workers profit participation fund: The Company started worker profit participation fund from 2017 as per

provisions of Labor Laws 2006.

(d) Provident Fund: The Company provide provident fund facility to its employee.

(e) Transportation facilities: Transportation facilities is available for the company’s’ employee.

48

m) Break down of all expenses related to the public issue:

Detail of estimated public issue expenses are shown below:

Particulars Nature of expenses Amount in BDT

Manager to the issue fees:

Manager to the issue fee Maximum 2% (two percent) of the public

offer amount 1,687,500

VAT against manager to the issue fee @ 15% of the issue management fee 253,125

BSEC fees:

Application fee Fixed 50,000

Consent fee @ 0.40% on the public offer amount 900,000

Fees related to listing with the stock exchanges:

Prospectus submission fees to DSE & CSE Fixed 100,000

Annual fee to DSE & CSE 0.05% Up to Tk. 100 crore and 0.02% up

above Tk. 100 crore paid up capital 594,920

Listing fee to DSE & CSE

@ 0.25% on 10 crore and 0.15% on the rest

amount of paid-up capital: (minimum Tk.

50 thousand, maximum Tk.1 crore for each

exchange)

1,984,760

CDBL fees and expenses:

Security fee At actual 400,000

Documentation fee At actual 2,500

IPO fee @ 0.015% of issue price + 0.015% of pre-

IPO paid-up capital 89,238

Annual fee At actual 100,000

Connection fee At actual 6,000

Commissions & expenses:

Underwriting commission @ 0.50% on underwriting amount 393,750

Auditor certification fee At actual 200,000

Expenses related to printing, publication and others:

Abridged version of prospectus and notice in 4

daily newspapers (Estimated: to be paid at actual) 800,000

Printing of prospectus (Estimated: to be paid at actual) 1,000,000

Notice for prospectus, lottery, refund etc. in 4 daily

newspapers (Estimated: to be paid at actual) 300,000

Currier expenses (Estimated: to be paid at actual) 300,000

Lottery related expenses including BUET fee (Estimated: to be paid at actual) 1,000,000

Data processing & software (Estimated: to be paid at actual) 6,000,000

Administrative & stationary expense (Estimated: to be paid at actual) 838,207

Total 17,000,000

N.B.: Actual costs may 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:

The Company did not revalue any of its assets since inception.

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 or holding company, including transactions which had taken

place within the last five years of the issuance of the prospectus or since the date of incorporation of the issuer,

whichever is later, clearly indicating whether the issuer is a debtor or a creditor:

The Company has no holding/ subsidiary/ associate company. Therefore, no such transaction has been made during the

last five year.

49

p) Financial information of Group Companies under common ownership by more than 50%: ELECTRO Battery Company Limited is a single entity and it has neither any holding company nor any subsidiary. 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;

Electro Battery Company Limited is a manufacturing company.

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:

Auditor's certificate regarding allotment of shares to promoters or Sponsor shareholders for consideration in

cash/other than cash

This is to certify that the paid-up capital of Electro Battery Company Limited as of June 30, 2017 was Tk. 369,920,000

divided into 36,992,000 Ordinary Shares of Tk. 10.00 each. Details are follows:

Date of Allotment Nature

of Issue

No. of

Shares Issue

Face

value

Amount in

BDT

Subscribers to the Memorandum & Articles of

Association at the time of Incorporation Cash 150,000 10.00 1,500,000

Ordinary Shares Issued on December 09, 2015 Cash 1,842,000 10.00 18,420,000

Ordinary Shares Issued on December 09, 2015 Stock

Dividend 8,000,000 10.00 80,000,000

Ordinary Shares Issued on March 16, 2017 Cash 27,000,000 10.00 270,000,000

Total 36,992,000 369,920,000

The Company has changed the face value of its ordinary share from Tk. 100.00 to Tk. 10.00 by passing a special

resolution in its extraordinary general meeting held on October 01, 2015 and necessary amendments in capital clause of

the Memorandum and Articles of Association were made accordingly.


Place: Dhaka

Sd/-

AHMAD & AKHTAR Chartered Accountants

s) Any material information, which is likely to have an impact on the offering or change the terms and conditions under which the offer has been made to the public: There is no material information, which is likely to have an impact on the offering or change the terms and conditions under which the offer has been made to the public. t) Business strategies and future plans - projected financial statements shall be required only for companies not started commercial operation yet and authenticated by Chairman, two Directors, Managing Director, CFO, and Company Secretary;

Electro Battery Company Limited started its commercial operation in February 18, 2009.

50

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

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

items of income and expenditure:

Summary of the past financial results and operations are presented below:

(As per audited financial statement)

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Revenue 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

Cost of Goods Sold 552,958,920 508,897,947 444,695,721 302,466,351 388,061,654

Gross Profit/(Loss) 123,331,170 113,006,591 98,664,337 74,823,377 103,280,020



Income Tax Expenses 26,994,790 20,244,859 16,181,490 8,438,955 13,998,903

Net Profit after tax 50,133,182 37,597,596 30,051,339 15,672,344 23,331,505

2. A summary of major items of income and expenditure:

Summary of major items of income:

(Amount in BDT)

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Revenue 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

Summary of major items of expenditure:

(Amount in BDT)

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013


Administrative & Selling Exp 27,433,140 24,362,918 21,781,967 21,470,694 25,973,812

Financial expenses 14,913,660 30,801,219 30,649,541 29,241,384 39,975,800

Income tax expenses 26,994,790 20,244,859 16,181,490 8,438,955 13,998,903

3. The income and sales on account of major products or services:

Sl# Name of the product Income of each product Percentage of contribution

1 Electro Solar Battery 179,586,000 26.55%

2 Electro Industrial Battery 294,807,890 43.59%

3 Electro VRLA Battery 57,890,500 8.56%

4 Electro Automotive Battery 49,580,700 7.33%

5 Electro Forklift Battery 37,050,700 5.48%

6 Electro Easy Bike Battery 29,875,600 4.42%

7 Electro Rickshaw Battery 27,498,700 4.07%

Total 676,290,090 100.00%

4. In case, other income constitutes more than 10% of the total income, the breakup of the same along with the

nature of the income, i.e., recurring or non-recurring:

The Company’s has no other income.

5. If a material part of the income is dependent upon a single customer or a few major customers, disclosure of

this fact along with relevant data. Similarly if any foreign customer constitutes a significant portion of the issuer’s

business, disclosure of the fact along with its impact on the business considering exchange rate fluctuations:

The Company’s income is not dependent upon a single customer or a few major customers or foreign customer.

6. In case the issuer has followed any unorthodox procedure for recording sales and revenues, its impact shall be

analyzed and disclosed:

The issuer has not followed any unorthodox procedure for recording sales and revenues.

51

v) Comparison of recent financial year with the previous financial years on the major heads of the profit and loss

statement, including an analysis of reasons for the changes in significant items of income and expenditure, inter-

alia, containing the following:

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Revenue 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674


Gross Profit 123,331,170 113,006,591 98,664,337 74,823,377 103,280,020



Net profit before charging WPPF for the

period 80,984,371 57,842,455 46,232,829 24,111,299 37,330,408






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 are 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 of the company except

followings:

Period Description

June 30, 2016 Introduction of BAS-12: Income Tax, Deferred tax on investment property.

June 30, 2017 Introduction of BAS-19: Employee benefit for employees’ worker profit participation fund.

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

There are no significant economic changes that materially affect or are likely to affect income from continuing operations.

3) Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue

or income from continuing operations:

There are no known trends, events or uncertainties that shall have a material effect on the company’s future business

other than the events which is beyond the company’s control.

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:

Future is always uncertain and the company is aware of that. In future, labor price or material price may change and

business may be affected. But revenue is always adjusted with production cost. So, any change in cost factor will be

reflected in sales price.

5) The extent to which material increases in net sales or revenue are due to increased sales volume, introduction

of new products or services or increased sales prices:

After increasing the new machineries from net proceeds of IPO, sales will be increased by around 25%. This increased

sale will result a positive increase in total revenue, gross profit and net profit accordingly.

6) Total turnover of each major industry segment in which the issuer operated:

There is no information available regarding the total turnover of battery industry which the issuer operated. There is only

one listed company similar to this issuer. Turnover of Quasem Drycells Ltd. for the last 5 years is as under:

(Amount in BDT)

Particulars 30-06-2016 30-06-2015 30-06-2014 30-06-2013 30-06-2012

Quasem Drycells Ltd. 1,851,560,987 1,689,108,860 1,824,131,860 1,491,640,797 1,523,700,848

52

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

The Company has no such information to announce publicly.

8) The extent to which the business is seasonal:

There is no such significant seasonal aspect on the company’s business.

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 of the company:

The Company neither has defaulted nor rescheduled of its borrowings with financial institute/ Banks nor has converted

any of its loan into equity since inception.

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:

The Company has no injunction or restraining order from any authority.

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

Technology:

Electro Battery Company Limited has been using state of the art machineries and technologies in order to produce quality

products. Its manufacturing process is heavily technology driven, dynamic in nature with cutting edge technology

imported from different countries. Total quality management is leaded by the trained professionals, strict monitoring and

true measurement always provided competitive advantage.

Market:

The core market of the company products are telecommunication sector (i.e. Grameen Phone, Pacific Bangladesh

Telecom Ltd , Banglalink, Teletalk, Airtel, Banglalion, QUBEE etc.), Multinational Company (i.e. Coca-Cola),

Government sector (i.e. PGCB, BREB), NGO (i.e. Action in Development, Surjer Alo, TMSS) and other local customers.

Managerial competence:

All the members of the management team of the company are highly qualified, trained & skilled professionals, well

experienced and extremely devoted. The management team is leaded by Md. Ansar Uddin, Managing Director who acts

for the best interest of the company.

The expert team of Electro Battery Company Limited, consists of a good number of professionals from various

disciplines, is seasoned and experienced enough to use the facilities for production to fulfill the demand of the target of

customers. Successive and sustainable strong financial performance is the result of unwavering commitment of the

promoters, management efficiency, employees’ sincerity, use of appropriate technology.

Capacity built-up:

The Company uses 78.21% capacity of its current installed capacity and is working for increasing capacity to meet up

the demand of company’s product.

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

The company has no changes in accounting policies in the last three years except following.

Period Description

June 30, 2016 Introduction of BAS-12: Income Tax, Deferred tax on investment property.

June 30, 2017 Introduction of BAS-19: Employee benefit for employees’ worker profit participation fund.

53

bb) Statement regarding significant developments subsequent to the last financial year:

In our opinion, there have no such circumstances arisen since the date of the last financial statements as disclosed in the

prospectus which materially and adversely affect or is likely to affect the trading or profitability of the Electro Battery

Company Limited or the value of its assets, or its ability to pay its liabilities within the next twelve months.

Sd/-

Mrs. Umme Bushrah

Chairman

Sd/-

Md. Rafique Ullah


Sd/-

Md. Emad Uddin


Sd/-

Istak Ahmmed


Sd/-

Md. Ansar Uddin


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 or information memorandum, unaudited financial statements for each of the said

quarters duly authenticated by the CEO and CFO of the issuer or information memorandum, unaudited financial

statements for each of the said quarters duly authenticated by the CEO and CFO of the issuer;

No quarter of financial year of the issuer ended after the period ended in the audited financial statements as disclosed in

the prospectus.

dd) Factors that may affect the results of operations.

There are no such factors that may affect the results of operations.

Section (vii): Management’s discussion and analysis of financial condition and results of operations

(a) Overview of business and strategies:

Electro Battery has modern machineries and technology that ensures quality products. It is the cost leader for cheaper

labor and special quality. The Company tries to produce goods with cheap cost so that it can get competitive advantages

over its competitors. EBCL also believe in providing customizing products to its customer as per need basis so that the

company can get maximum market share of its products.

Diversification is a continuous process here and it produces wide range of solar, industrial, VRLA, easy bike, automotive,

forklift & rickshaw battery for existing and potential customers. Maintain state-of-the-art manufacturing facilities for

ensuring best quality products to the customers. EBCL have ISO Certificate 9001:2008 (quality management) standards

that are proven effective.

The Company always seeks for new opportunities to ensure sustainability and to give stable and long-term return to our

investors.

(b) SWOT Analysis: Company Background:

Name : Electro Battery Company Limited

Industries served : Engineering

Factory : Baro Rangamatia, Durgapur, Ashulia, Savar, Dhaka

Registered office : 28 Dilkusha C/A, 19th Floor, Suite # 1901 & 1902, Dhaka-1000

Managing Director : Md. Ansar Uddin

Revenue : 676,290,090

Net profit : 52,497,973

Employees : 160

Main competitors : Rahimafrooz Batteries Ltd., Hamko Industries Limited, Panna Battery Ltd., Rimso etc.

54

Particulars Sl. SWOT Variables Description

Strengths

1 Modern machineries The Company is using modern machineries advance technology

to produce quality products.

2 Employee benefits

EBCL is providing better payment, bonus and food support to its

employees during their duty. So, they are happy and committed

to the company.

4 Corporate governance The Company exercise good corporate governance and proper

delegation of power of the overall management.

5 Safety & security EBCL has adequate security and safety measure for any

emergency.

6 Trained labor The Company has sufficient trained labor force both male and

female.

7 Low labor cost Comparatively cheaper labor cost from the locality.

8 Raw material supply Trouble free supply of raw material for processing with a wide

range of dedicated manufacturers and suppliers.

Weakness

1 Higher interest rate Comparatively higher interest rate on project loan for investment

in high value projects.

2 Depreciation The production includes allocation of depreciation on some

unutilized resources.

3 Maintenance Maintenance of machineries takes time.

4 Loss in training labor Training and other facilities for unskilled workers sometimes

ends in loss.

Opportunity

1 Productivity increase Further increase of productivity, quality and design can minimize

cost and maximize profit.

2 Lower cost Comparatively lower cost of raw material and labor.

3 Growth Sharing the growth of neighboring countries.

4 Low transportation Low transportation cost of raw materials.

5 Raw material import Import of raw material in big quantity allows lower cost and

favorable trade term.

6 Research & development Company’s own laboratory research can develop new formula

for better quality and price.

7 Government policies Any future change in Government policies may be threat for the

Company to survive.

Threats

1 Political unrest Political unrest can be a big threat for the company.

2 Power crisis Crisis in power supply is also a threat to its operation.

3 Import dependency Fully dependent on imported raw material.

4 Entrance of new technology In industrial sector entrance of new technology is always a threat

(c) Analysis of the financial statements of last five years with reasons of fluctuating revenue or sales,

other income, total income, cost of material, finance cost, depreciation and amortization expense, other

expense, changes of inventories, net profit before & after tax, EPS etc. (Amount in BDT)

Particulars 30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Revenue 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

Other income - - - - -

Total income 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674



Depreciation 10,074,489 6,145,403

Amortization expense - - - - -

Other expense - - - - -

Changes of inventories 47,900,230 46,666,023 1,861,433 (6,416,445) (12,940,486)




55

Revenue:

Increase in installed and utilized capacity of plant and machineries, capacity utilization, supply of sufficient working

capital, economics of scale, management expertise, high quality and cost leader, rising market demand increased the

revenue of the Company remarkably.

Other income:

There is no other income during last 5 years.

Total income:

Since Revenue is increased, so naturally total income has been increased.

Cost of goods sold:

The costs of materials to revenue are consistent over the years.

Financial expenses:

Main source of debt finance of the Company is short term & long term bank loan. Finance cost of the company consist

of interest on long term & short term loan and bank charges. As the amount of bank loan changes the finance cost also

changes accordingly.

Depreciation:

Depreciation charged on fixed assets over its useful life. It has been calculated using diminishing balance method.

Depreciation changes with changes (addition) in fixed assets year to year.

Other Expenses:

The company did not incur any other expenses other than regular expenses during the last five years.

Change in Inventory

Inventory turnover and inventory holding period is very much important for Electro Battery Company Limited. Change

in cost, demand-supply, production, delivery of products and customer retention policy caused changes in inventory and

its holding period.

Net profit after tax & EPS:

The growth of net profit before and after tax is consistent with the growth of the revenue. No unusual changes have been

occurred during the last three years on the above matters.

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

the company’s business:

At present there are no known trends, events or uncertainties that shall have a material impact on the Company’s future

business except for those which are natural and beyond control of human being.

Earnings per Share are properly calculated through using weighted average number of ordinary shares for each year.

(e) Trends or expected fluctuations in liquidity:

There are no trends of expected fluctuations in liquidity

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

condition:

There are no off-balance sheet agreements those have or likely to have a current or future effect on financial condition.

56

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 or represented to be a director, showing the period for

which the nomination has been made and the name of the organization which has nominated him:

Name Father’s name Age

(years) Residential address Qualification

Experience

(years) Position

Mrs. Umme

Bushrah

Dr. Munshi

Siddique Ahmed 55


Baridhara, Dhaka-1206 BA (Hon) 25 Chairman

Md. Ansar

Uddin

Late Md. Wahed

Ali 59



B. Sc. Engr.

(E & E) 31

Director &

Managing

Director

Md. Rafique

Ullah

Late Asad Ullah

Patwary 54

41/1, B-4, Green Road, New

Market, Dhanmondi, Dhaka-

1205

MBA 25

Nominee

Director of

ICB

Md. Emad

Uddin Md. Ansar Uddin 27


Baridhara, Dhaka-1206 MBA 04

Nominee

Director of

EMCL

Istak

Ahmmed

Mr. Mohammad

Hossain 40

110, Free School Street,

Kathalbagan Bazar, New

Market, Dhaka-1205

MBA 10 Independent

Director

(b) Date of first directorship and expiry of current tenure of the directors:

Name Position Date of becoming director

for the first time Expiry of current term

Mrs. Umme Bushrah Chairman Inception Next AGM

Md. Ansar Uddin Director & Managing Director Inception Next AGM

Md. Rafique Ullah Nominee Director of ICB 14.03.2017 Next AGM

Md. Emad Uddin Nominee Director of EMCL 25.07.2017 Next AGM

Istak Ahmmed Independent Director 25.07.2017 Next AGM

(c) Name of interest and involvement in other business/organization of directors:

Name of Directors & Position Directorship/Sponsorship/ Ownership with

other Companies Type of Business Position

Mrs. Umme Bushrah Electro Solar Power Limited Solar panel

Director

Md. Ansar Uddin Director

Mrs. Umme Bushrah Electro Mechanical Service Limited Mechanical Service

Director


Mrs. Umme Bushrah EM Power Limited Diesel Generator

Director


Mrs. Umme Bushrah

Energy Meter Company Limited Meter

Director


Md. Emad Uddin,

Nominee Director of EMCL Director

Md. Ansar Uddin Electro Transformer & Switchgear Company

Limited

Transformer &

Switchgear

Director

Mrs. Umme Bushrah Director

Md. Ansar Uddin Electro Led & Lights Limited Led Lights

Director


Istak Ahmmed

Independent Director of EBCL Meghna Petroleum Ltd Petroleum Director

57

(d) Statement of if any Directors of the issuer are associated with the securities market in any manner and any

director of the issuer company is also director of any issuer of other listed securities during last three years with

dividend payment history and market performance of that issuer:

There is no involvement of any director of the EBCL except Mr. Istak Ahmmed is director of a listed s Meghna Petroleum

Ltd.

Name of the Issue Listing Year Issue Price Dividend Payment History

2016 2015 2014

Meghna Petroleum Ltd. 2007 10.00 105% C 105% C 10% B

(e) Family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s father, spouse’s mother,

spouse’s brother, spouse’s sister) among the directors and top five officers:

There is no relationship among the directors of Electro Battery Company Limited except Chairman, Mrs. Umme Bushrah

is the wife of Director and Managing Director Md. Ansar Uddin and Md. Emad Uddin is son of Md. Ansar Uddin & Mrs.

Umme Bushrah.

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

Name of Directors & Position Directorship/Sponsorship/ Ownership with

other Companies Type of Business Position

Mrs. Umme Bushrah Electro Solar Power Limited Solar panel

Director


Mrs. Umme Bushrah Electro Mechanical Service Limited Mechanical Service

Director


Mrs. Umme Bushrah EM Power Limited Diesel Generator

Director


Mrs. Umme Bushrah

Energy Meter Company Limited Meter

Director


Md. Emad Uddin,

Nominee Director of EMCL Director

Md. Ansar Uddin Electro Transformer & Switchgear Company

Limited

Transformer &

Switchgear

Director


Md. Ansar Uddin Electro Led & Lights Limited Led Lights

Director


Istak Ahmmed

Independent Director of EBCL Meghna Petroleum Ltd Petroleum Director

(g) Short bio-data of the directors:

1. Mrs. Umme Bushrah, Chairman

Umme Bushrah, daughter of Dr. Munshi Siddique Ahmed & Late Mrs. Foyezunnesa Latifa Ahmed and wife of Md.

Ansar Uddin, was born in Madaripur, in 1962. She is one of the sponsor Chairman of the Company having more than 25

years of experience in service and business. Umme Bushrah obtained BA (Hon) degree from the University of Dhaka.

2. Md. Ansar Uddin, Director & Managing Director

Engr. Md. Ansar Uddin, son of Late Md. Wahed Ali & late Mrs. Boru Bibi was born in Madaripur, in 1958. He has

completed B. Sc. Engr. (E & E) degree from Khulna Engineering College, Dhaka. Mr. Md. Ansar Uddin is one of the

sponsor directors of Electro Battery Company Limited. He is also the Managing Director of the Company. He has a vast

experience of more than 31 years in industry and has sound knowledge and technical quality in the relevant area. He is

also the head of production of the Company. Mr. Md. Ansar Uddin is involved in many social and cultural organizations.

3. Md. Rafique Ullah, Nominee Director of ICB

Mr. Md. Rafique Ullah is nominee director of ICB. He was born in 1962. He is son of Late Asad Ullah Patwary and Late

Hasina Akter. He is Deputy General Manager of Investment Corporation of Bangladesh.

58

4. Md. Emad Uddin, Nominee Director of EMCL

Mr. Emad Uddin is nominee director of EMCL. He is son of Md. Ansar Uddin & Mrs. Umme Bushrah. He was born in

1990. He has completed BBA from NSU and MBA from AIUB. At present he is working as AGM (procurement) of

Electro Group.

5. Istak Ahmmed, Independent Director

Mr. Istak Ahmmed is the Independent Director of Electro Battery Company Limited. He was born in November 16, 1976.

He is son of Mr. Mohammad Hossain and Mrs. Ambia Hossain. He is the Director of Meghna Petroleum Ltd. and

Chairman of Water Aid Ltd.

(h) Loan status of the issuer, its directors and shareholders who hold 10% or more shares in the paid-up capital

of the issuer in terms of the CIB Report of Bangladesh Bank:

Neither Electro Battery Company Limited nor any of its sponsors/ directors or shareholders who hold 10% or more shares

in paid-up capital of the issuer is loan defaulter in terms of the CIB report of Bangladesh Bank.

(i) Name, position, educational qualification, age, date of joining in the company, overall experience (in year),

previous employment, salary paid for the financial year of the CEO, MD, CFO, CS, Advisers, Consultants and all

Departmental Heads. If the Chairman, any director or any shareholder received any monthly salary than this

information should also be included:

Name Position Qualification Age

(Years)

Date of

joining

Experience Salary (BDT)

Years Past employment

Md. Ansar Uddin Managing Director B. Sc. Engr.

(E & E) 58 Inception 28 Electro Group 1,980,000

M. A. Halim CFO MBA 61 1/1/2010 31 Electro Group 1,197,000

Md. Shihab Mahmud Company Secretary MBA 34 10 Electro Group 730,800

Syed Shafiqul Hasan Executive Director

Marketing MBA 39 01/09/2015 19 Electro Group 1,008,000

Abdul Mannan Head of Operation Diploma 45 02/01/2005 19 Electro Group 642,600

Md. Feroz Ahmed Manager Marketing M.Sc 35 20/10/2014 8 Orion Pharma 252,000

Md. Mokbul Hossain AGM (Commercial) M.com 44 5/2/2002 23 Electro Group 403,200

Md. Mizanur Rahman Deputy Manager

(IT) B.sc Eng. 34 12/10/2014 8

Airtel Bangladesh

Ltd. 441,000

(j) Changes in the key management persons during the last three years. Any change otherwise than by way of

retirement in the normal course in the senior key management personnel particularly in charge of production,

planning, finance and marketing during the last three years prior to the date of filing the information

memorandum. If the turnover of key management personnel is high compared to the industry, reasons should be

discussed:

Changes in the key management persons during the last three years:

Md. Rafique Ullah appointed as nominee director of ICB on 14.03.2017.

Ansar Uddin resigned from nominee director of EMCL on 25.07.2017.

Emad Uddin appointed as nominee director of EMCL on 25.07.2017.

Istak Ahmmed appointed as independent director on 25.07.2017.

59

(k) A profile of the sponsors including their names, father’s names, age, personal addresses, educational

qualifications, and experiences in the business, positions or posts held in the past, directorship held, other ventures

of each sponsor and present position:

(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 Acquisition

of control

Date of

acquisition

Terms of

acquisition

Consideration paid

for such acquisition

Md. Rafique Ullah Nominee Director of ICB 16.03.2017 No terms of

acquisition Cash

Md. Emad Uddin Nominee Director of EMCL 09.12.2015

16.03.2017

Istak Ahmmed Independent Director N/A N/A N/A

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

the proposed activities would be carried out/ managed:

All the sponsors/ directors have adequate experience to carry out the existing line of business.

(n) Interest of the key management persons:

There is no other interest with the key management except board meeting attendance fees received by the directors and

Md. Ansar Uddin, Director & Managing Director of EBCL is getting remuneration for his service.

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

No other pecuniary or non-pecuniary facilities enjoyed by the directors other than board meeting attendance fees received

by the directors and remuneration received by Chairman, Mrs. Umme Bushrah and Managing Director, Md. Ansar Uddin.

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

Name Father’s

name Address Age Qualification Experience

Past

position

Present

position

Holding

in other

venture

Mrs.

Umme

Bushrah

Dr.

Munshi

Siddique

Ahmed

House # 492,

Road # 9, DOHS

Baridhara, Dhaka-

1206

55 BA (Hon) 25 Chairman Chairman

Not

involved in

other

venture

Md.

Ansar

Uddin

Md.

Wahed

Ali

House # 492,

Road # 9, DOHS

Baridhara, Dhaka-

1206

59 B. Sc. Engr. (E

& E) 31

Director &

MD

Director &

MD

Not

involved in

other

venture

Sl# Name of shareholder Address No. of shares Percentage (%)

Shareholdings by the directors

1 Mrs. Umme Bushrah

Chairman

House # 492, Road # 9, DOHS Baridhara,

Dhaka-1206 2,690,000 7.27%

2 Md. Ansar Uddin

Managing Director


Dhaka-1206 5,460,000 14.76%

3 Md. Rafique Ullah


BDBL Bhaban (14-21th Floor), 8 DIT

Avenue, Motijheel, Dhaka-1000 8,000,000 21.63%

4 Md. Emad Uddin



Dhaka-1206 7,062,808 19.09%

5 Istak Ahmmed


110, Free School Street, Kathalbagan Bazar,

New Market, Dhaka-1205 N/A N/A

Total no of shareholding of the directors 23,212,808 62.75%

Total no of shares 36,992,000

60

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

The following changes in the board of directors were happened during last three years:

Mr. Ansar Uddin had been resigned and Mr. Emad Uddin appointed as nominee director of EMCL on 25.07.2017.

Istak Ahmmed had been appointed as independent director on 25.07.2017.

Md. Rafique Ullah had been appointed as nominee director of ICB on 14.03.2017.

(r) Director’s engagement with similar business:

None of the Directors are involved with similar business.

Section (ix): Certain relationships and related transactions

a) TO WHOM IT MAY CONCERN

This is to certify that, the company does not have any transaction during the last five years, or any proposed transaction,

between the issuer and any of the following persons:

1. Any director or sponsor or executive officer of the issuer;

2. Any person holding 5% or more of the outstanding shares of the issuer; and

3. Any related party or connected person of any of the above persons;

Except the transactions described in the following table:

Director Remuneration:

Name Position Amount in (BDT)

30.06.2017 30.06.2016 30.06.2015 30.06.2014 30.06.2013

Mr. Md. Ansar Uddin Managing Director 19,80,000 - - -

Board meeting attendance fees 20,000

Total 20,00,000 - - -

The above balance is certified on the basis of books of accounts, records are other supporting documents for the period

from 01 July 2012 to 30 June 2017.

Sd/-


Place: Dhaka

AHMAD & AKHTAR


(b) Any transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or

significantly influenced by a person who is currently a director or in any way connected with a director of either

the issuer company or any of its subsidiaries or holding company or associate concerns, or who was a director or

connected in any way with a director at any time during the last three years prior to the issuance of the prospectus:

There is no transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or

significantly influenced by a person who is currently a director or in any way connected with a director of either the issuer

company or any of its subsidiaries/ holding company or associate concerns, or who was a director or connected in any

way with a director at any time during the last three years prior to the issuance of the prospectus except the transaction

mentioned in Section (ix)(a).

(c) Any loans either taken or given from or to any director or any person connected with the director, clearly

specifying details of such loan in the prospectus, and if any loan has been taken from any such person who did not

have any stake in the issuer, its holding company or its associate concerns prior to such loan, rate of interest

applicable, date of loan taken, date of maturity of loan, and present outstanding of such loan.

No loan was taken or given from or to any Directors or any person connected with the Directors of Electro Battery

Company Limited.

61

Section (x): Executive compensation a) The total amount of remuneration or salary or perquisites paid to the top five salaried officers of the issuer in the last accounting year and the name and designation of each such officer:

(Amount in BDT)

Name Designation Paid as 30.06.2016

Md. Ansar Uddin Managing Director Remuneration 1,980,000

M. A. Halim CFO Salary 1,197,000

Md. Shihab Mahmud Company Secretary Salary 730,800

Syed Shafiqul Hasan Executive Director Marketing Salary 1,008,000

Abdul Mannan Head of Operation Salary 642,600 (b) Aggregate amount of remuneration paid to all directors and officers as a group during the last accounting year:

(Amount in BDT)

Sl# Particulars Nature of Payments 30-06-2017

01 Directors Directors remuneration & Board meeting fee 2,000,000

02 Officers Staff Salary & Allowance 3,306,000

(c) If any shareholder director received any monthly salary or perquisite or benefit it must be mentioned along

with date of approval in AGM or EGM, terms thereof and payments made during the last accounting year:

Md. Ansar Uddin, Director & Managing Director of Electro Battery Company Limited have been receiving remuneration

for his services to the company.

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

of approval in AGM or EGM:

The board of directors of the Company received Tk. 20,000.00 (Taka twenty thousand) only as board meeting attendance

fees during the accounting year June 30, 2017.

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

There is no such contract between the company and any of its directors or officers regarding any future compensation to

be made to them.

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

year, appropriate information regarding thereto:

Electro Battery Company Limited has no plan to substantially increase the remuneration paid to its directors and officers

in the current year except annual increment.

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

No other benefit or facility provided to the above persons during the last accounting year.

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.

62

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:

Directors and subscribers to the Memorandum have not received anything of value or to be received from inception of

the company except the remuneration by Md. Ansar Uddin, Director & Managing Director of the Company as mentioned

below:

(Amount in BDT)

Name Description 30-06-2017 30-06-2016 30-06-2015 30-06-2014 30-06-2013

Md. Ansar Uddin Remuneration 1,980,000 - - - -

(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 acquired or to be acquired from the director or sponsor.

63

Section (xiii): Ownership of the Company’s securities

(a) The names, addresses, BO ID Number of all shareholders of the company before IPO, indicating the amount of securities owned and the percentage by such ownership:

Sl. Name of subscriber Address BO ID Shares %

1 Md. Ansar Uddin 28, Dilkusha C/A, 19th Floor, Suit# 1901 & 1902, Dhaka- 1000 1605070063671753 5,460,000 14.76%

2 Mrs. Umme Bushrah 28, Dilkusha C/A, 19th Floor, Suit# 1901 & 1902, Dhaka- 1000 1605070063669861 2,690,000 7.27%

3 Energy Meter Company Limited 28, Dilkusha C/A, 19th Floor, Suit# 1901 & 1902, Dhaka- 1000 1605070063669463 7,062,808 19.09%

4 ICB BDBL Bhaban (14-21th Floor), 8 DIT Avenue, Motijheel, Dhaka-1000 1201530057974026 8,000,000 21.63%

5 Electro Solar Power Ltd. 28, Dilkusha C/A, 19th Floor, Suit# 1901 & 1902, Dhaka- 1000 1605070063670783 10,000 0.03%

6 EM Power Ltd. 28, Dilkusha C/A, 19th Floor, Suit# 1901 & 1902, Dhaka- 1000 1605070063671017 7,247,192 19.59%

7 Electro Led & Lights Ltd. 28, Dilkusha C/A, 19th Floor, Suit# 1901 & 1902, Dhaka- 1000 1605070063671266 10,000 0.03%

8 Fahima Akter Flat-B-3, 28 Free School Street, Hatirpool, Dhaka. 1605070058683102 1,000 0.00%

9 Mohammad Mostafizur Rahman 73/G-1, Central Road, Flat # 6/A, Dhanmondi, Dhaka 1605070043500637 1,000 0.00%

10 Electro Mechanical Service Ltd. 28, Dilkusha C/A, 19th Floor, Suit# 1901 & 1902, Dhaka- 1000 1605070063670229 10,000 0.03%

11 Ishtiaq Ahmed Civil A/A C/A, Flat A1, 34 New Eskaton, Dhaka 1202490000226422 50,000 0.14%

12 Nirzar Kanti De 321, Muradpur High School Road, Po- Gandaria, P.S.-Kadomtali, Dhaka-1204 1202160002007281 20,000 0.05%

13 Md. Ali Hossain Prodhania 14-14/1, Dilu Road, Flat D-3, New Eskaton ,Dhaka 1605070061493491 50,000 0.14%

14 Md. Saiful Islam Helaly 73/G-1, Central Road, Flat # 6/A, Dhanmondi, Dhaka 1605070043500637 300,000 0.81%

15 Khan Md. Naim 914/4, Shahid Bag , Dhaka-1217 1201510034196909 100,000 0.27%

16 Md. Manarul Haque 5/21,Shaheed Salimullah Road , 3rd Floor, Mohammadpur, Dhaka 1605070046067897 100,000 0.27%

17 Apel Mahmud H-5, R-4, Rupnagar Housing Estate , Mirpur-2, Dhaka-1216 1203680040800659 50,000 0.14%

18 Mohammed Ishaque M/S Alam & Brothers, 4/2 Master Mensuion, Terri Bazar, Chittagong 1601880028407188 50,000 0.14%

19 Syed Rafiqul Haq Flat A-4, Plot-365, R # 6, Mirpur DOHS, Dhaka 1205700058597361 300,000 0.81%

20 Habibullah Al Amin 4, New Eskaton Road, Islami Bank Bangladesh Ltd 1603700003067416 20,000 0.05%

21 Sk. Md. Akramuzzaman 73/G-1, Central Road, Flat # 6/A, Dhanmondi, Dhaka 1605070062596251 100,000 0.27%

22 Md. Toufiqur Rahman 254, South Goran, Shantipur, Dhaka-1219 1605070043500637 50,000 0.14%

23 Md. Ahad Sumon Standard Bank Ltd. H.O. Chamber Building (3rd Floor), 122-124, Motijheel,

Dhaka-1000 1605070043500637 50,000 0.14%

24 Mohammad Rafiqul Islam 914/2-B Shahidbagh, Post-Shantinagar, Dhaka-1217 1205700058597361 50,000 0.14%

25 MTB Capital Discretionary

Portfolio Management MTB Tower (Level 3), 111 Kazi Nazrul Islam Avenue, Bangla Motor, Dhaka 1000 1605070043500637 500,000 1.35%

26 Mohammad Fakhrul Alam 58/E, Mohakhali, Customs Officers Quarter, Arani Bhaban, Banani Road No-2,

Dhaka 1205150062036961 100,000 0.27%

27 Md. Iftekharul Amin Room # 203, IBA, University of Dhaka 1203880057018748 100,000 0.27%

28 ABACI Investments Limited

Managers Discretionary Account's Rupayan Prime (7th Floor), Plot-02, R-7, Dhanmondi, Dhaka-1205 1602770045524684 1,800,000 4.87%

29 Sapna Sen 254, South Goran, Shantipur, Dhaka-1219 1605070062596251 50,000 0.14%

30 Mohammad Kamruzzaman FLAT-A, PLOT-160, Road-3, Block-A, Bsshundhara R/A, Dhaka-1229 1605070043500637 200,000 0.54%

64

31 Mohammad Abul Hossain Hasan Flat # 2-D, 32/1, Chamelibagh, Shantinagar, Dhaka 1205590052203093 100,000 0.27%

32 Md. Asad Ullah Redoy Enterprise, Ka-40/3, Shahjadpur, Gulshan 1601880046547609 100,000 0.27%

33 Md. Nuruzzaman Doric Chandrima, Flat # B/2,48 Siddeshwari Lane, Dhaka-1217 1201940047607937 50,000 0.14%

34 Badrul Haider Chowdhury 8/D, Globe Nebash, 15/1, Lake Circus School Road, Kolabagan, Dhaka-1205 1605120062108315 200,000 0.54%

35 Md. Abdul Hakim 85/B-5, R# 12/A, Dhanmondi R/A, Dhaka 1204220062278740 100,000 0.27%

36 Md. Nazrul Islam 106, Central Road, Flat -1/502, New Market, Dhanmondi, Dhaka-1205 1605070060995794 500,000 1.35%

37 Md. Ariful Islam Home Aroma, H # 22/17, Flat # E-5, Khiljy Road, Mohammadpur, Dhaka-1207 1601880062077417 50,000 0.14%

38 Muhammad Faijunnur Chowdhury MTB Tower, Level-3,Share Department, 111 Kazi Nazrul Islam Avenue, Bangla

Motor, Dhaka-1000 1601880000235998 25,000 0.07%

39 Fyzul Kabir 48/15, R K Mission Road, Wari , Dhaka-1203 1605070062214848 25,000 0.07%

40 Md. Taqui Akhter 22/A, Roy Issor Chandra Sil Bahadur Street, Imamgonj , Dhaka 1605070062583580 50,000 0.14%

41 H. A Mamun F-16, H-27, Mollbari, Kawlan , Kurmitola, Dhaka 1202010055060934 50,000 0.14%

42 Md. Sadiqur Rahman R = 04, H= 262, Shahid Nagar, Lalbag, Dhaka 1201470001695029 50,000 0.14%

43 Khan Md. Naim 914/4, Shahid Bag , Dhaka-1217 1605070046067889 30,000 0.08%

44 Md. Nurul Islam 272/1, Amir Villa, Free School Street, Kathal Bagan, Dhaka-1205 1201500018573852 50,000 0.14%

45 Md. Rafiqul Islam Professor Department of Banking & Insurance , Dhaka University 1203120049558285 50,000 0.14%

46 Md. Zakir Hussain H-252/4, Road-6, Mohammadi Housing Lyd. Mohammadpur, Dhaka-1207 1601880033739537 50,000 0.14%

47 Obydur Rahman Ajibpur, Siddhirgonj, Narayangonj 1202880018167586 30,000 0.08%

48 Maksuda Akter Santona Vill : Elahinagor, Post : Shabdi Bazar, Thana : Sonargaon, Dist : Narayangonj 1605070061864621 420,000 1.14%

49 Md. Masudur Rahamn 177/A, Harun Shaver Bldg, Hajee Emdad Ali Road, Mohammadpur, Panchlaish,

Ctg. 1203680057496005 100,000 0.27%

50 Md. Khurshedul Alam Elite Trading Ltd. R. B. Court, 54, Agrabad C/A, Chittagong 1203560000151958 50,000 0.14%

51 Faryal Hafsa Ahmed 222/228, Momin Road, Mozaher Bhaban, 4th Floor, Kotowali, Chittagong 1202990061454221 100,000 0.27%

52 Md. Uzzal Hossain Vill-Durgapur, Post-Laxmanpur, P.S-Sharsha, Jessore. 1201590058141403 80,000 0.22%

53 Ryan Enterprise Arabpur, Jessore Sadar, Jessor 1203120049558285 100,000 0.27%

54 Ferhana Nabi Nilsous Shahapara, Jessore Sadar, Jessor 1201590062639775 100,000 0.27%

Total 36,992,000 100%

65

(b) Shareholding position of all directors including percentage, position held in other companies of all the directors before the public issue:

Name Address Age Experience BO ID TIN Number

No. of shares held

(Pre-IPO)

Position held in

other company

Shares %

Md. Ansar Uddin

28, Dilkusha C/A, 19th

Floor, Suit# 1901 &

1902, Dhaka- 1000

59 31 1605070063671753 267225932501 5,460,000 14.76%

ESPL Director

EMSL Director

EMPL Director

EMCL Director

ETSCL Director

ELLL Director

Mrs. Umme Bushrah


Floor, Suit# 1901 &

1902, Dhaka- 1000

55 25 1605070063669861 778000130957 2,690,000 7.27%

ESPL Director

EMSL Director

EMPL Director

EMCL Director

ETSCL Director

ELLL Director

Md. Emad Uddin

Nominee Director of

EMCL


Floor, Suit# 1901 &

1902, Dhaka- 1000

27 04 1605070063669463 777577262591 7,062,808 19.09% EMCL Director

Md. Rafique Ullah


BDBL Bhaban (14-21th

Floor), 8 DIT Avenue,

Motijheel, Dhaka-1000

54 25 1201530057974026 478090164704 8,000,000 21.63% -

Istak Ahmmed


27/19 K. M. Das Lane,

Tikatuly, Dhaka-1203. 40 10 N/A 110241761175 Nill N/A

Director of Meghna

Petroleum Ltd.

66

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

Certificate on average cost of acquisition of equity share by the Directors of Electro Battery Company Limited

This is to certify that the average cost of acquisition of equity shares by the Directors of Electro Battery Company Limited

have been allotted at face value in cash and bonus. The average cost of acquisition of equity by the directors is Tk. 10.00

each. Name-wise shareholding position, allotment date and consideration are given below:

Name Position

Transfer/Allotment

Total Share

holding

Total

amount

Average cost

of

acquisition

Conside-

ration Date of

allotment

No. of

ordinary

shares

Mrs. Umme

Bushrah Chairman

19.11.2008 50,000 2,690,000 26,900,000 Tk.10.00

Cash

09.12.2015 2,640,000 Bonus

Md. Ansar

Uddin

Director &

MD

19.11.2008 100,000 5,460,000 54,600,000 Tk.10.00

Cash

09.12.2015 5,360,000 Bonus

Md. Rafique

Ullah

Nominee

Director of

ICB

16.03.2017 8,000,000 8,000,000 80,000,000 Tk.10.00 Cash

Md. Emad

Uddin

Nominee

Director of

EMCL

09.12.2015 1,800,000

7,062,808 70,628,080 Tk.10.00 Cash 16.03.2017 5,262,808

Istak Ahmmed Independent

Director N/A Nil Nil Nil N/A N/A

* The Company has subdivided the face value of its share from Tk.100/- to Tk.10/- by passing a special resolution in its

Extra Ordinary General Meeting held on October 01, 2015.

The above information is based on books and records provided by the management.

Sd/-


Place: Dhaka AHMAD & AKHTAR


67

(d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors/ directors:

Name of the

Director Position

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

Mrs. Umme

Bushrah Chairman

19.11.2008 Cash Ordinary

shares

50,000

10/- 10/-

2,690,000 7.27% 4.52% Own 09.12.2015 Bonus 2,640,000

Md. Ansar

Uddin Director & MD


shares

100,000 5,460,000 14.76% 9.18% Own

09.12.2015 Bonus 5,360,000

Md. Rafique

Ullah

Nominee Director of

ICB 16.03.2017 Cash

Ordinary

shares 8,000,000 8,000,000 21.63% 13.45% Own

Md. Emad

Uddin

Nominee Director of

EMCL


shares

1,800,000 7,062,808 19.09% 11.87% Own

16.03.2017 Cash 5,262,808

Istak Ahmmed Independent Director N/A N/A N/A Nil Nil Nil Nil N/A

* Denomination of the ordinary shares of Electro Battery Company Limited has been changed from Tk.100 to Tk.10 each on October 01, 2015.

68

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

No shares have been issued by the company at a price lower than the issue price.

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

Date of

Allotment

Mrs. Umme

Bushrah

Md. Ansar

Uddin

Md. Rafique Ullah

Nominee Director

of ICB

Md. Emad Uddin

Nominee Director

of EMCL

EM Power Ltd.

(Shareholder)

19.11.2008

(Incorporation) 50,000 100,000

- - -

09.12.2015 2,640,000 5,360,000 - 1,800,000 -

16.03.2017 - - 8,000,000 5,262,808 7,247,192

Total 2,690,000 5,460,000 8,000,000 7,062,808 7,247,192

Section (xiv): Corporate governance

(a) Disclosure by the issuer regarding the compliance position of Corporate Governance Guidelines of the

Commission:

This is to declare that Electro Battery Company Limited has been complied with the requirements of the applicable

regulations of Corporate Governance Guidelines of Bangladesh Securities and Exchange Commission (BSEC) and

accordingly constitutes several committees under the board for good governance. A certificate of compliance from

competent authority has been incorporated accordingly.

Sd/-

Md. Ansar Uddin

Managing Director


(b) Certificate of compliance on corporate governance of Electro Battery Company Limited

Certificate of Compliance to the Shareholders of

ELECTRO BATTERY COMPANY LIMITED

On conditions of Corporate Governance Guidelines

We have examined the compliance status of Electro Battery Company Limited regarding conditions of corporate

governance guidelines issued by the Bangladesh Securities and Exchange Commission as stipulated in condition

no. 7(i) of the BSEC notification no. SEC/CMRRCE/2006-158/134/Admin/44 dated August 7, 2012.

The responsibility for compliance with the conditions of Corporate Governance Guidelines is that of the Board of Directors of

the Company. Our responsibility is to review, to the extent where such compliance can be objectively verified, whether

the statement of compliance reflects the status of the Company’s compliance with the provisions of the conditions of

Corporate Governance Guidelines and report if it does not.

Based on our review, we certify that nothing has come to our attention which causes us to believe that the Statement of

Compliance does not appropriately reflect the Company’s compliance, in all material respects, with the best prac tices

contained in the conditions of Corporate Governance as applicable to the Company for the year ended June 30, 2017

Sd/-

Ramendra Nath Basak, FCA

Partner Shiraz Khan Basak & Co.


Date: 12 October 2017

69

ELECTRO BATTERY COMPANY LIMITED

CORPORATE GOVERNANCE COMPLIANCE STATUS REPORT

UNDER CONDITION NO.-7.00

Status of compliance with the conditions imposed by the Commission’s Notification No BSEC/ CMRRCD/ 2006 - 158/

134/ Admin/ 44 dated 07 August 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969:

Condition

No. Title

Compliance Status

(Put √ in the

appropriate column)

Remarks

(if any)

Complied Not complied

1.0 Board of Directors

1.1 Board’s Size: The number of board members shall not

be less than 5 (Five) and more than 20 (Twenty) √

1.2 Independent Director

1.2 (i)

Independent Director: At least one fifth (1/5) of the

total number of directors in the company’s board shall

be independent directors

√

1.2 (ii) a) Does not hold any share or hold less than one percent

(1%) shares of total paid up capital √

1.2 (ii) b)

Not connected with the company’s Sponsor/ Director/

Shareholder who holds 1% or more shares of the total

paid up capital on the basis of family relationship

√

1.2 (ii) c)

Do not have any other relationship, whether pecuniary

or otherwise, with the company or its subsidiary/

associated Companies

√

1.2 (ii) d) Not a member, director or officer of any stock

exchange. √

1.2 (ii) e)

Not a shareholder, director or officer of any member

of stock exchange or an intermediary of the capital

market.

√

1.2 (ii) f)

Not a partner or an executive or was not a partner or

an executive during the preceding 3 (three) years of

any statutory audit firm.

√

1.2 (ii) g) Not be an independent directors in more than 3 (three)

listed companies. √

1.2 (ii) h)

Not convicted by a court of competent jurisdiction as

a defaulter in payment of any loan to a bank or a non-

bank financial institution (NBFI).

√

1.2 (ii) i) Not convicted for a criminal offence involving moral

turpitude. √

1.2 (iii) Nominated by the board of directors and approved by

the shareholders in the AGM √

1.2 (iv) The post of independent director(s) cannot remain

vacant for more than 90 (ninety) days √

1.2 (v)

The board shall lay down a code of conduct of all board

members and annual compliance of the code to be

recorded

√

1.2 (vi)

Tenure of office of an independent director shall be for

a period of 3 (three) years which may be extended for

1 (one) term only.

√

1.3 Qualification of Independent Director (ID)

1.3 (i) Independent Director shall be knowledgeable

individual with integrity √

1.3 (ii)

The independent director must have at least 12

(twelve) years of corporate management/ professional

experiences

√

70

1 3 (iii) In special cases qualification may be relaxed N/A N/A

1.4 Chairman of the board and CEO be different

person √

1.5 Directors report to shareholders

1.5 (i) Industry outlook and possible future developments in

the industry √

1.5 (ii) Segment-wise or product-wise performance N/A

1.5 (iii) Risks and concerns √

1.5 (iv) Discussion on cost of goods sold, gross profit margin

and net profit margin √

1.5 (v) Discussion on continuity of any Extra-Ordinary gain

or loss √

1.5 (vi)

Basis for related party transaction- a statement of all

related party transactions should be disclosed in the

annual report

√

1.5 (vii) Utilization of proceeds from public issues, right issues

and/ or through any others instruments √

1.5 (viii)

An explanation if the financial results deteriorate after

the company goes for IPO, RPO, Rights Offer, Direct

Listing etc.

N/A N/A

1.5 (ix)

If significant variance occurs between Quarterly

Financial performance and Annual Financial

Statements the management shall explain about the

variance on their Annual Report

√

1.5 (x) Remuneration to directors including independent

directors √

1.5 (xi)

The financial statements prepared by the management

of the issuer company present fairly its state of affairs,

the results of its operation, cash flows and changes in

equity

√

1.5 (xii) Proper books of account of the issuer company have

been maintained √

1.5 (xiii)

Appropriate accounting policies have been

consistently applied in preparation of the financial

statements and that the accounting estimates are based

on reasonable and prudent judgment

√

1.5 (xiv)

International Accounting Standards (IAS)/

Bangladesh Accounting Standards (BAS)/

International Financial Reporting Standards (IFRS)

/Bangladesh Financial Reporting Standards (BFRS),

as --applicable in Bangladesh, have been followed in

preparation of the financial statements and any

departure there-from has been adequately disclosed

√

1.5 (xv) The system of internal control is sound in design and

has been effectively implemented and monitored √

1.5 (xvi)

There are no significant doubts 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 thereof should be

disclosed

√

1.5 (xvii)

Significant deviations from the last year’s operating

results of the issuer company shall be highlighted and

the reasons thereof should be explained

√

1.5 (xviii) Key operating and financial data of at least preceding

5 (five) years shall be summarized √

1.5 (xix) If the issuer company has not declared dividend (cash

or stock) for the year, the reasons thereof shall be given √

1.5 (xx) Number of Board meetings held during the year and

attendance by each director shall be disclosed √

1.5 (xxi) The pattern of shareholding shall be reported to disclose the aggregate number of shares (along with

name wise details where stated below) held by:

71

1 5 (xxi) a) Parent/ Subsidiary/ Associated Companies and other

related parties (name wise details): N/A

1 5 (xxi) b)

Directors, Chief Executive Officer, Company

Secretary, Chief Financial Officer, Head of Internal

Audit and their spouses and minor children (name wise

details):

√ -

1 5 (xxi) c) Executives (top five salaried employees of the

company other than stated in 1 5(xxi)b): √ -

1 5 (xxi) d) Shareholders holding ten percent (10%) or more

voting interest in the company (name wise details) √

1 5 (xxii) In case of appointment/ re-appointment of a director the company shall disclose the following

information to the shareholders:

1 5 (xxii) a) A brief resume of the Director √

1 5 (xxii) b) Nature of his/ her expertise in specific functional areas √

1 5 (xxii) c)

Names of companies in which the person also holds

the directorship and the membership of committees of

the board

√

2 0 Chief financial officer, head of internal audit & company secretary

2 1

Appointment of CFO, head of internal audit and

company secretary and their clearly defined roles,

responsibilities and duties

√

2 2 Attendance of CFO and the company secretary at

board of directors meeting √

3 Audit committee:

3 (i) Audit committee shall be the sub-committee of the

board of directors √

3 (ii)

The audit committee shall assist the board of Directors

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

√

3 (iii)

The Audit Committee shall be responsible to the Board

of Directors. The duties of the Audit Committee shall

be clearly set forth in writing

√

3 1 Constitution of the Audit Committee

3 1 (i) The Audit Committee shall be composed of at least 3

(three) members √

3 1 (ii) Constitution of Audit Committee with Board Members

including one Independent Director √

3 1 (iii)

All members of the Audit Committee should be

“financially literate” and at least 1 (one) member shall

have accounting or related financial management

experience

√

3 1 (iv) Filling of casual vacancy in committee √

3 1 (v) The Company Secretary shall act as the secretary of

the Committee √

3 1 (vi) The quorum of the Audit Committee meeting shall not

constitute without at least 1 (one) independent director √

3 2 Chairman of the Audit Committee

3 2 (i) Chairman of the Audit Committee shall be an

Independent Director √

3 2 (ii) Chairman of the audit committee shall remain present

in the Annual General Meeting (AGM) √

3 3 Role of Audit Committee

3 3 (i) Oversee the financial reporting process √

3 3 (ii) Monitor choice of accounting policies and principles √

3 3 (iii) Monitor Internal Control Risk management process √

3 3 (iv) Oversee hiring and performance of external auditors √

3 3 (v)

Review along with the management, the annual

financial statements before submission to the board for

approval

√

72

3 3 (vi)

Review along with the management, the quarterly and

half yearly Financial Statements before submission to

the Board for approval

√

3 3 (vii) Review the adequacy of internal audit function √

3 3 (viii) Review statement of significant related party

transactions submitted by the management √

3 3 (ix) Review Management Letters/ Letter of Internal

Control weakness issued by statutory auditors √

3 3 (x) Disclosure about the uses/applications of funds raised

by IPO/ RPO/ Right issue. N/A

3 4 Reporting of the Audit Committee

3 4 1 Reporting to the Board of Directors

3 4 1 (i) The Audit Committee shall report on its activities to

the Board of Directors √

3 4 1 (ii) The Audit Committee shall immediately report to the

Board of Directors on the following findings, if any: √

3 4 1 (ii) a) Report on conflicts of Interests √

3 4 1 (ii) b) Suspected or presumed fraud or irregularity or material

defect in the internal control system: √

3 4 1 (ii) c) Suspected infringement of laws, including securities

related laws, rules and regulations: √

3 4 1 (ii) d) Any other matter which shall be disclosed to the Board

of Directors immediately √

3 4 2 Reporting of anything having material financial impact

to the Commission √

3 5 Reporting to the Shareholders and General Investors √

4 External/ statutory auditors:

4 (i) Appraisal or valuation services or fairness opinions √

4 (ii) Financial information systems design and

implementation √

4 (iii) Book-keeping or other services related to the

accounting records or financial statements √

4 (iv) Broker-dealer services √

4 (v) Actuarial services √

4 (vi) Internal audit services √

4 (vii) Any other service that the Audit Committee

determines √

4 (viii)

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

√

5 Subsidiary company

5 (i)

Provisions relating to the composition of the Board of

Directors of the holding company shall be made

applicable to the composition of the Board of Directors

of the subsidiary company

N/A

5 (ii)

At least 1 (one) independent director on the Board of

Directors of the holding company shall be a director

on the Board of Directors of the subsidiary company

N/A

5 (iii)

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

5 (iv)

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

5 (v)

The Audit Committee of the holding company shall

also review the Financial Statements, in particular the

investments made by the Subsidiary Company

N/A

6 Duties of chief executive officer (CEO) and chief financial officer (CFO):

6 (i) They have reviewed financial statements for the year

and that to the best of their knowledge and belief: √

73

6 (i) a)

These statements do not contain any materially untrue

statement or omit any material fact or contain

statements that might be misleading

√

6 (i) b)

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

√

6 (ii)

There are, to the best of knowledge and belief, no

transactions entered into by the company during the

year which are fraudulent, illegal or violation of the

company’s code of conduct

√

7 Reporting and compliance of corporate governance:

7 (i) Obtain certificate of compliance of conditions of

corporate governance guidelines of the Commission √

7 (ii) Annexure attached in the Directors' report √

Sd/-

Md. Ansar Uddin

Managing Director


(c) Names of the members of both audit committee and remuneration committee are as follows:

Audit committee members Remuneration committee members

Istak Ahmmed, Chairman

Mrs. Umme Bushrah, Member

Md. Ansar Uddin, Member

Md. Ansar Uddin, Chairman

Mrs. Umme Bushrah, Member

M A Halim, Member

The terms of reference of the audit committee has been agreed upon as follows:

To review all internal and external audit report.

To recommend the statutory annual audited financial statements to the Board of Directors for approval.

To review the finding of the internal and external auditors.

To review and approve the Annual “Audit Plan” of the Internal Audit Department.

To monitor the implementation of the recommendations of the Internal and External auditors.

To review the performance of the external auditors and make recommendations to the Board regarding their

appointment and fees.

To review the quarterly, half yearly and annual financial statements before submission to the Board.

To review the company’s statement on internal control systems prior to endorsement by the Board.

The Company secretary shall be the secretary of the audit committee.

The terms of reference of the Remuneration committee has been agreed upon as follows:

To assist the Board in developing and administering a fair and transparent procedure for setting policy on the

remuneration of directors and senior management of the Company Determining the remuneration packages Review the Annual Confidential Report ( ACR) of senior management of the company Review and oversee the Company's overall human resources strategy.

74

Section (xv): Valuation report of securities prepared by the issue manager

The management of Electro Battery Company Limited consultation with the issue manager fixed the offering price of

the ordinary shares at Tk.10.00 each (at par) based on the calculations and justifications as stated below:

Methods followed Amount in BDT

Method-1: Net assets value per share 11.74

Method-2: Historical earning based value per share 20.79

Method-3: Average market price per share of similar stocks 93.93

Calculation of methodologies

Method-1: Calculation of net asset value (NAV) per share:

As per audited financial statements

Particulars 30-06-2017

Total assets 615,311,704

Less: Total outside liabilities 181,141,003

A. Net assets 434,170,701

B. Number of ordinary shares outstanding 36,992,000

Net asset value (NAV) per share (A/B) 11.74

Method-2: Historical earning based value per share:

Historical earning based value calculated on the basis of weighted average net profit after tax for immediate preceding

five years. Information extracted from audited financial statements.

Year/ period end No. of shares

outstanding

Net profit after tax

(Amount in BDT)

Weight of total

No. of shares

Weighted net profit

after tax (BDT)

30-Jun-17 36,992,000 50,133,182 0.7799 39,096,991

30-Jun-16 9,992,000 37,597,596 0.2107 7,919,956

30-Jun-15 150,000 30,051,339 0.0032 95,031

30-Jun-14 150,000 15,672,344 0.0032 49,560

30-Jun-13 150,000 23,331,505 0.0032 73,781

Total 47,434,000 156,785,966 1.00 47,235,319

Latest number of ordinary shares outstanding 36,992,000

Weighted average earnings per share 1.28

Average DSE Market P/E (A) 16.28

Historical earning based value 20.79

(A) Average Price Earnings of Market & Sectorial:

Month Sectorial Market

September-2017 20.71 16.31

August-2017 26.27 16.33

July-2017 25.25 16.19

Average 24.08 16.28

Considered lower of Market & Sectorial P/E multiple i. e. 16.28

Sources: Monthly review published by Dhaka Stock Exchange Ltd.

75

Method 3: Average market price per share of similar stocks:

Last one year (month ended) closing share price of similar stocks

Sl# DATE Quasem Drycell Ltd.

01 28-Sept-2017 86.50

02 31-Aug-17 94.40

03 31-Jul-17 95.01

04 29-Jun-17 94.00

05 31-May-17 92.90

06 30-Apr-17 90.90

07 30-Mar-17 100.30

08 28-Feb-17 100.80

09 31-Jan-17 92.80

10 29-Dec-16 94.20

11 30-Nov-16 100.70

12 31-Oct-16 84.70

Average 93.93

Sources: Monthly review published by Dhaka Stock Exchange Ltd.

Electro Battery Company Limited is growing day by day and has a track record of profitability over the years. It has a

significant market share and it is a complied company. We have analyzed the financial statements of the company and

calculated the above values to set its offer price. After consultation with the company the offer price is set at Tk.10 each

(at par) which we think is justified.

Sd/-



MTB Capital Limited

Section (xvi): Debt securities

Electro Battery Company Limited has not issued or not planning to issue any debt securities within next six months.

Section (xvii) Parties involved and their responsibilities, as applicable

Parties involved with EBCL Responsibilities

(a) Issue Manager MTB Capital Limited

The Issue Managers will act as the manager to the issue

for the public issue as described in the Bangladesh

Securities and Exchange Commission (Public Issue)

Rules, 2015.

(b) Underwriters (i) MTB Capital Limited

(ii) GSP Investments Limited

The Underwriters will act as the underwriters to the

public issue as described in the Bangladesh Securities

and Exchange Commission (Public Issue) Rules, 2015.

(c) Statutory Auditors AHMAD & AKHTAR


To express an opinion on these financial statements

based on their audit. Auditor will conduct the audit in

accordance with Bangladesh Standards on Auditing

(BSA) and other laws and regulations.

(d) Cost Auditor N/A N/A

(e) Valuer N/A N/A

(f) Credit rating Company N/A N/A

76

Section (xviii): Material contracts:

The following are material contracts in the ordinary course of business, which have been entered into by the Company:

(a) Major agreements entered into by the issuer:

i) Underwriting agreement between the company and the underwriters.

ii) Issue management agreement between the company and the manager to the issue.

(b) Material parts of the agreements: Underwriting agreement:

As per Rule 12 of the Bangladesh Securities of Exchange Commission (Public Issue) Rules, 2015, the board of directors

of the issuer company has appointed the following underwriters to carry out the purpose of underwriting:

(1) MTB Capital Limited

(2) GSP Investments Limited.

The Initial Public Offering (IPO) is for 22,500,000 ordinary shares of Tk. 10.00 each at par amounting to Tk. 225,000,000

of Electro Battery Company Limited. As per the guidelines of the Bangladesh Securities and Exchange Commission,

35% of the said amount i.e. 7,875,000 ordinary shares of Tk. 10.00 each at par amounting to Tk. 78,750,000.00 has been

underwritten by the underwriters in the following proportion:

Name of underwriters No. of shares underwritten Amount underwritten (BDT)

MTB Capital Limited 3,937,500 39,375,000

GSP Investments Limited 3,937,500 39,375,000

Major parts of underwriting agreement:

(i) The Company shall issue 22,500,000 Ordinary Shares of Tk. 10.00 per share for public subscription publishing

a prospectus in accordance with the consent of the Bangladesh Securities and Exchange Commission and the

provision of this Agreement.

(ii) As per guideline of the Bangladesh Securities and Exchange Commission, 35% of the IPO (i.e.: for Tk.

78,750,000.00) shall have to be underwritten by the underwriters, subject to the terms stated as follows:

The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 5

(Five) weeks from the date of subscription closer), if any of the following events occur:

(a) Upon closing of the subscription list it is found that the total number of valid applications (in case of under

subscription including the number of the underwriter) is less than the minimum requirement as specified in

the listing regulations of the Stock Exchange(s) concerned: or

(b) At least 65% of the IPO is not subscribed.

(iii) Prior to publication of the prospectus, the Company shall have obtained consent from the Bangladesh Securities

and Exchange Commission permitting the issue as described in Article 2.02 and providing for payment of

underwriting commission 0.50% (zero point five zero percent) on the amount underwritten.

(iv) 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, the Company shall within 10 (ten) days of the closure

of subscription call upon the underwriters in writing with a copy of the said writing to the Bangladesh Securities

and Exchange Commission, to subscribe the shares not so 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. The amount so received shall be credited to the share subscription account of the Company

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 encashed and the Company’s share subscription 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 Underwriters to the Commission.

In the case of failure by the underwriter to pay for the shares within the stipulated time, the Company/ Issuer

will be under no obligation to pay any underwriting commission under this Agreement.

77

Issue management agreement:

1. Issue Manager(s) Role

(i) Public offering:

a. Act as issue manager and corporate advisor to Electro Battery Company Limited for their upcoming IPO.

b. Advise on valuation and pricing of the IPO.

c. Prepare the prospectus for the IPO.

d. Advise and assist Electro Battery to arrange an underwriting syndicate for the IPO.

e. Advise and assist Electro Battery in dealings with regulatory authorities and the stock exchanges.

f. Advise on financial strategy for restructuring of offer and modification of projects, if required.

2. The issue manager shall ensure compliance of the Bangladesh Securities and Exchange Commission (Public

Issue) Rules 2015, Listing Rules of the Stock Exchanges, Companies Act 1994, Securities and Exchange

Ordinance, 1969 and other relevant rules, regulations, practices, directives, guidelines etc.

3. Neither Electro Battery nor any person acting on its behalf will initiate any discussion concerning the object of

this Agreement, other than with its legal advisers, without first consulting with MTB Capital. EBCL and its

management undertake to promptly inform MTB Capital of any inquiries they may receive in this regard. Neither

EBCL nor any person acting on its behalf will, directly or indirectly, except through MTB Capital, sell, offer,

attempt to offer to dispose of, or solicit any offer to buy, or otherwise approach or negotiate in respect of any

matter covered by this Agreement and EBCL confirms that neither EBCL nor any person acting on its behalf

has been engaged in any such matter prior to the date of this letter except as disclosed in writing to MTB Capital.

4. Any written or oral advice provided by MTB Capital in connection with its engagement is exclusively for the

information of Electro Battery. Senior management of Electro Battery may not disclose such information to any

third party or referred to public without the prior written consent of MTB Capital. MTB Capital agrees not to

disclose, circulate or to refer to such advice publicly without the prior written consent of Electro Battery.

5. This Agreement shall be governed by, and construed in accordance with the Laws of Bangladesh. In connection

with any legal proceedings arising with respect to this Agreement, Electro Battery and MTB Capital hereby

irrevocably submit to the jurisdiction of the Bangladesh Courts.

6. All questions of differences whatsoever which may at any time hereinafter arise between the parties hereto or

their respective representatives touching these presents or the subject matter hereof or arising out of or in

connection thereto respectively and whether as to construction or otherwise shall be referred to a single arbitrator

in case the parties agree upon one Arbitrator, otherwise two Arbitrators to be appointed by each party in

accordance with the provisions of the Arbitration Act, 2001 (Act - I of 2001) or any statutory modification

thereof for the time being.

(c) Fees payable to different parties entered into the agreements:

Sl# Particulars Fees/ Commission (BDT)

a) Underwriting agreement with the aforesaid underwriters 0.50% on Underwriting Amount

b) Issue management agreement with MTB Capital Limited 0.75% on Issue Size

Section (xix): Litigations, Fine or Penalty

(a) There are no litigations including outstanding litigations against the issuer or any of its directors and no fine

or penalty has been imposed by any authority regarding the followings:

(i) Litigation involving Civil Laws.

(ii) Litigation involving Criminal Laws.

(iii) Litigation involving Securities, Finance and Economic Laws.

(iv) Litigation involving Labor Laws.

(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes or duties).

(vi) Litigation involving any other Laws.

78

(b) There are no outstanding cases filed by the company or any of its directors relating to the followings:

(i) Litigation involving Civil Laws.

(ii) Litigation involving Criminal Laws.

(iii) Litigation involving Securities, Finance and Economic Laws.

(iv) Litigation involving Labor Laws.

(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes or duties).

(vi) Litigation involving any other Laws.

Section (xx): Risk factors and management’s perceptions about the risks

An investment in shares involves a high degree of risk. The Company operates in a field involving some internal/ external

risk factors and among those some are avoidable others are beyond control which may cause loss. Investors should

carefully consider all the information disclosed in this prospectus including the risks and uncertainties described below

before making an investment decision in company’s shares. The management of Electro Battery Company Limited

perceives the risk factors which are as follows:

(i) Internal risk factors

a) Credit risk:

Credit risk is the risk of default on a debt. It may arise due to default by the borrower to pay the loan. In operating any

business there are credit risks as there is always lending and borrowing between parties in the form of money and goods.

Management perception:

The Company has the ability to pay its own debts and thus no such risk will arise in near future. Credit sales and advance

to suppliers, interest free advance against employees’ salary may also arise credit risk. The Company provide advance,

credit facility to its loyal and reliable customers who have a good track record of credit and have the ability to repay the

debt. The Company has dedicated credit collection team. To mitigate the credit risk, the management of the company

follows strong credit control and collections policies.

b) Liquidity risk:

Liquidity risk is the risk that the company will not be able to meet its financial obligations as they fall due. The Company

may not be able to convert its current assets to cash or cash equivalent without a loss of capital or income.

Management perception

EBCL conducts liquidity management in a manner that maintains stability and flexibility in day-to-day funding activities.

The Company manages its working capital in efficient way to maintain required liquidity. We are also controlling regular

payment of cheque, cash inflow and outflow, maturity of deposits and our access to other funding sources as and when

required.

c) Risk associated with the issuer’s interest in subsidiaries, joint ventures and associates:


The Company has no subsidiary, joint ventures and associates. So, no such risk arisen.

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’s business:

There is risk involved in having limited number of customer and losing of that particular customer has negative impact

on company’s sales and cash flow as well.


Our management is always keen to find out new buyers which boost up the sales. We are not dependent on any particular

or limited number of customers to operate our business.

e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely:

There is also risk involved in having limited number of suppliers as well. Single or few suppliers may exploit the company

by price hike, untimely delivery and low quality of product.

79


The Company has many suppliers of raw materials and thus, it gets competitive advantage of cheaper price of raw

materials. It imports raw materials from different suppliers of different countries and maintaining a good relationship

with its suppliers. The management of the company is aware about the risk and continues to search for low cost raw

material suppliers from different countries. Electro Battery has alternative options for purchasing raw materials. If any

supplier is unable or disagree to supply raw materials then the company will go for next best alternative supplier

immediately.

f) Risk of generating more than 20% revenue of the issuer’s sister concern or associate or subsidiary:

Having 20% revenue generation from sister concern or associate or subsidiary makes issuer dependent on others

companies. Hence, there is dependency risk.


The Company has no sister concern, associate or subsidiary company, so no such risk will be arisen.

g) Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during last

five years, if any:


The Company has positive earnings, increasing turnover and profitability during the last five years. We have been

operating our business efficiently and growing day by day. We have positive operating cash flow in last four accounting

years. However, there was negative operating cash flow in 2013. It happened due to business growth, increased

inventories and receivables, advances, deposits and prepayments in those years that affected our operating cash flow. But

it was not threat for us as a going concern.

h) Loss making associate or subsidiary or group companies of the issuer:

Subsidiary/group companies of the issuer are loss making, it affect the issuer and there is negative impact on cash flow

of issuer and Balance Sheet as well.


The Company has no associate, subsidiary, group companies, so no such risk arises.

i) Financial weakness and poor performance of the issuer or any of its subsidiary or associates:

Any kind of financial weakness and poor performance of the issuer or any of its subsidiary or associates.


Sales is one of the key indicators of success of a business if there is good margin of profit. Electro Battery Company

Limited has been experiencing with increasing sales growth which is boosting up the profitability for last three years.

Current and quick ratios are also in favor of the company. Debt to Equity ratio is less than 1 and it is in decreasing trend

which means that company is reducing its dependency on debt capital and we do not have any subsidiary.

j) Decline in value of any investment:

The value of any type of investment may decline.


The Company has no such investment. Therefore, no such risk arises.

k) Risk associated with useful economic life of plant and machinery, if purchased in second hand or reconditioned:

There is obsolescence risk relating to plant and machinery. If the machinery is purchased in second hand or reconditioned,

there high risk of repair and maintenance which has impact on profitability of the company.


The Company has been using brand new machineries since inception. It has no plan to purchase second hand/

reconditioned machineries. Hence, no such risk arises.

l) Adverse effect on future cash flow if interest free loan given to related party or such loans taken from directors

may recalled:

It is loan given and taken from related party and directors as well. If company gives such loan without interest to related

party, there is interest burden for the company if the money was taken as loan. On the other hand, if such loan are taken

from directors, it will have an impact on the cash flow to pay off the loan to the Directors.

80


EBCL has neither provided any loan to related party nor taken any loan from such related parties. So, it is free from such

risk.

m) Potential conflict of interest, if the sponsors or directors of the issuer are involved with one or more ventures

which are in the same line of activity or business as that of the issuer and if any supplier of raw materials or major

customer is related to the same sponsors or directors:

In these cases there is high chance of compromise among the related companies because of conflict of Interest.


The sponsors/ directors of the company are not involved with any other business in the same line business and none of

its raw material suppliers or major customers are involved in such transaction.

n) Related party transactions entered into by the company those may adversely affect competitive edge:

Related party transaction of the issuer creates conflict of interest which reduces the competitive advantage of the issuer.


All of the transactions of the company are conducted in a normal course of business. There is no as such transaction

which may adversely affect competitive edge.

o) Any restrictive covenants in any shareholders' agreement, sponsors' agreement or any agreement for debt or

preference shares or any restrictive covenants of banks in respect of the loan or credit limit and other banking

facilities:

All information must be known to the potential investor so that investor’s interest may not be hampered in future. So,

any restrictive covenants, if it goes against potential investors, will make investors in threat.


There is no such agreement with any shareholders, sponsors or any agreement relating to debt or preference shares having

restrictive covenants or any restrictive covenants of banks in respect of loan or credit limit and other banking facilities.

p) Business operations may be adversely affected by strikes, work stoppages or increase in wage demands by

employees:

In such case, company’s business operation will be hampered.


Employee unrest is part of business and it is important to deal with labor unrest efficiently. EBCL 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:

It is the risk involving that company is not doing business round the year.


There is no significant seasonal aspect on the company’s business.

r) Expiry of any revenue generating contract that may adversely affect the business:

This is the risk of losing customers affecting future sales.


The Company did not enter into such contact with any of its customers or suppliers. So, no such risk arises.

s) Excessive dependence on debt financing which may adversely affect the cash flow:


EBCL has very good debt to equity ratio, debt to total asset ratio, time interest earned ratio, debt service ratio in the last

five years. So, no such risk arises.

t) Excessive dependence on any key management personnel absence of whom may have adverse effect on the

issuer’s business performance:

Excessive dependence on key management affects the business if the management is changed in future, which will create

vacuum. Besides, if the key management personnel is of bad intention, excessive dependence will also affect the business.

81


Corporate Governance is well practiced in EBCL. The company also has a well-placed organogram. So any change in

the key management can be replaced with capable professionals.

u) Enforcement of contingent liabilities which may adversely affect financial condition:

It is the future burden of liabilities that the investors will take on their shoulders. Contingent liabilities reduced the assets

or create obligation to pay the liabilities.


The Company does not have any contingent liabilities which may adversely affect financial condition.

v) Insurance coverage not adequately protect against certain risks of damages:

Insurance ensures and protects to deal with uncertainty of future material loss/damage. So, insurance coverage is

important for the business.


The Company has different insurance coverage for all relating issues that are risky to operating our business.

w) Absence of assurance that directors will continue its engagement with company after expiry of lock-in period:

Directors run the company with the accumulated finance from public and other financing source. If directors discontinue

to run the business, there will be negative impact on business and share price as well.


EBCL is a growing and profitable company. Going for listing also increases the image, compliance issues and overall

business of the company. Directors are not involved in any other organizations. So, they will continue the business after

expiry of lock-in period.

x) Ability to pay any dividends in future will depend upon future earnings, financial condition, cash flows, working

capital requirements and capital expenditure:

Dividend payment is highly dependent on company’s ability to generate positive cash flow from operating profit of the

business. If company cannot earn good amount of profit from operation, it is unlikely to pay dividend.


EBCL have been a profitable entity over a long time and the profit is on the uptrend. So we are in belief that we will be

able to pay dividend from our earning profit.

y) History of non-operation, if any and short operational history of the issuer and lack of adequate background

and experience of the sponsors:

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.


We know that, if operation is closed for one day it can hamper supply to our customers. In any situation, we do not

compromise with our operation. Our company is operating continuously from the inception to till date. For the smooth

operation, we are very serious about our responsibilities towards our employees and workers. We have power supply

back up with generator for uninterrupted operation as well. Such case did not happen in the history of our company.

z) Risks related to engagement in new type of business, if any:

If it is new business, there is risk of viability of the new business.


Right now, EBCL has no plan to engage in new type of business.

aa) Risk in investing the securities being offered with comparison to other available investment options:

If the issue price goes down after floating, there is investment risk for the potential investors.


We are profitable entity over long time and we have been operating our business efficiently. Therefore, it is not risky in

investing securities in comparison with other available investment option.

82

bb) Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law:

It creates a negative impression on the issuer.


No 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:

If any kind of 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.


There is no litigation relating to VAT claims outstanding against our company. Tax status of the company is as follows:

Income Year Assessment Year Status

2016-2017 2017-2018 Preparing for return submission.





2013-2014 2014-2015


assessment year 2014-2015 & tax paid in full up to the assessment year

2013-2014

2012-2013 2013-2014


assessment year 2013-2014 and of Income Tax Ordinance, 1984 but tax did

not paid in full.

dd) Registered office or factory building or place of operation is not owned by the issuer:

Registered office & Factory building should be owned by the company. Otherwise, there is risk of hike in office & factory

rent in the years to come and threat of shifting the office & factory as well.


Our factory & registered office is owned by us.

ee) Lack of renewal of existing regulatory permissions or licenses:

In this case company is not following the law to renew its all licenses.


All of the regulatory permission and licenses are up to date and duly renewed.

ff) Failure in holding AGM or declaring dividend or payment of interest by any listed securities of the issuer or

any of its subsidiaries or associates:

Failure in holding AGM or declaring dividend indicates the lack of compliance to the regulatory rules. Failure of payment

of interest indicate the poor cash generation to the company to pay interest and debt service. The overall impression will

be negative for the company.


The Company is regular in holding AGM and paying interest in regular basis. It has sufficient retained earnings which

are engaged for company business for its increased demand and growth. For further fund requirement, the company is

going for public issue. It has a plan to declare good dividend to its investors after listing. It has does not have any

subsidiary or associates and thus no such risk arisen.

gg) Issuances of securities at lower than the IPO offer price within one year:

The management ultimate goal is to maximize the wealth of the company. If share price goes up, it maximizes wealth of

the company. On the other hand, if share price goes down, it minimizes the wealth of the company.


Electro Battery Company Limited did not issue any shares at lower than the IPO offer price within one year.

83

hh) Refusal of application for public issue of any securities of the issuer or any of its subsidiaries or associates at

any time by the Commission.

If any refusal happened in the above cases, it will create negative impression to the issuer.


EBCL has no subsidiary or associates. No refusal of application for public issue of any securities of the EBCL's at any

time by the commission.

(ii) External risk factors may include among others:

a) Interest rate risk:

Interest rate risk is associated with the fluctuations in market interest rates which cause a company’s cost of debt to

increase. Changes in the Government’s monetary policy also tend to increase the interest rates. High rate of interest may

adversely affect the operating results and financial performance of the company with additional financial charges and

squeezes the profit of the company.


The management of the company is always aware of the interest rates at which the debts of the company are being

financed. Management finances both long-term & short-term funds at competitive rates. The Company has been repaying

borrowed funds on a continuous basis to reduce such interest rate risk. The present trend of interest rate is negative which

is favorable for the company.

b) Exchange rate risk: Most of the raw materials used by Electro Battery Company Limited are imported from abroad against payment of foreign

currency. Unfavorable volatility or fluctuations of foreign currency to BDT exchange rate may have an impact on the

cost structure and profitability of the company.

Management perception: The risk of foreign exchange cannot be eliminated fully as we require imported raw materials. However, the management

is always alert in minimizing the negative impact of currency fluctuation cost by looking for new sources of raw materials

and continuously negotiating with suppliers for reducing price. It always takes steps to hedge all major currency dealings

to safeguard the interest of the company.

c) Industry risks:

i. Market demand:

Company’s sales and revenues are depended on the aggregate demand of its products. Any economic recession, changes

in requirements, national income and other related factors may cause to decline the market demand of the company

products.


World’s top class raw materials, best quality products, attractive price, strong brand loyalty of the company’s products

to its customers has enabled the company to capture significant market share in the sector. The Company is continuously

penetrating into the market and upgrading the quality of the products to minimize the market risks.

ii. Raw materials and energy costs:

Instability in raw materials and energy costs may hamper the profitability of the company significantly. A recent

government decision regarding escalation of electricity prices will put a huge pressure on the product cost of the local

business.


Our management believes that efficient management of inventories, proper sourcing & timing, economic order quantity

and efficient handling of credit facilities can reduce the cost of procurement. For power and electricity, Electro Battery

Company Limited has own power generator for uninterrupted production. The electricity cost is same for all other

competitors. So, it will be adjusted with price accordingly.

d) Economic and political risks:

Economic risks:

The growth of the company could be adversely affected by various factors such as political or regulatory action, including

adverse changes in liberalization policies, social disturbances, terrorist attacks and other acts of violence or war, natural

calamities, commodity and energy prices and various other factors. Any significant changes may adversely affect our

business and financials.

84


Bangladesh economy is booming for last few years. Consistent industrial growth along with increased agricultural

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. The

management of the company is aware of such risks.

Political risks:

Bangladesh is prone to serious unrest in the political condition which produces hartal, road-block and many other barriers

to the business. This could also push the cost of the product upwards.


In the post-independence period, Bangladesh has gone through a variety of political situations. But recently, a stable

political atmosphere is prevailing in the country. Both the ruling and opposition parties are committed to the betterment

of the country. Political parties are thinking for growth of the country.

e) Market and technology related risks:

Market risks refer to the risk of adverse market conditions affecting the sales and profitability of the company. Such as,

shortage in raw material supplies, inefficient labor supplies, fall in product demand, etc. which signifies the adverse

external and internal business environment. Those types of risks may hamper the success of the business. Technological

development may obsolescence the old machineries which may hamper the profitability of the company’s overall

business.


Electro Battery has own research for market and new products to retain the existing market and to attract the new

customers. EBCL has setup its project with modern brand new imported machineries. It has a plan for required BMRE/

expansion regularly, if required. It will continuously upgrade its machines and technology as required and any new one

comes. So, the risk of obsolete technology is mitigated.

f) Potential or existing Government regulations:

The Company operates under Companies Act, Taxation policy adopted by NBR, Bangladesh Securities and Exchange

Commission (BSEC)’s Rules and Rules adopted by regulatory bodies. Any abrupt changes of the policies formed by

those bodies will impact the business of the company adversely.


Economy of Bangladesh has been developing over the decades because of business friendly Rules and Regulations

adopted by the various regulatory bodies of the country. Unless any adverse policies are taken, which may materially

affect the industry as a whole, the business of the company will not be affected.

Government emphasizes on the growth of local industry to meet the local need. Yet the promoters and the sponsors have

endeavor to convince the policy makers for adopting favorable terms and conditions, which will eventually help the

industry to compete with the low cost locations in the global arena and to save foreign currency.

g) Potential or existing changes in global or national policies:

Changes in the existing global or national policies can have either positive or negative impacts for the company. Any

scarcity or price hike or global or national policy change may hamper the profitability.


Political turmoil and the disturbance are bad for the economy and so for the company. The Company can prosper in

situation of political stability and a congenial business environment. The management of Electro Battery is always

concerned about the prevailing and upcoming future changes in the global or national policy and shall response

appropriately and timely to safeguard its interest.

h) Statutory clearances and approvals those are yet to be received by the issuer:


We have collected all the statutory clearance to operate our business. Hence, there is no as such risk for our company.

i) Competitive condition of the business:

Electro Battery is operating in a free market economy regime. The Company might have to face hard competition from

its competitors. Easily availability of global products in the local markets adds to the competition, challenging the

profitability of the business.

85


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 to almost avoid or to lower competition with others.

j) Complementary and supplementary products or services which may have an impact on business of the issuer.


The Company has not faced any challenges relating to supplementary and complementary products and management are

concerned with the issue. In future, if necessary, management may diversify the product to be competitive over the

competitors.

Section (xxi): Description of the issue

(i) Number of securities to be issued:

22,500,000 ordinary shares of Tk. 10/- each (at par) totaling to Tk. 225,000,000/-

(ii) Authorized capital and paid-up capital:

Authorized capital is Tk. 1,000,000,000/-, pre-IPO paid-up capital is Tk. 369,920,000/- and post IPO paid-up capital is

Tk. 594,920,000/-.

(iii) Face value, premium and offer price per unit of securities:

Face value is Tk. 10/- each with no premium and offer price is Tk. 10/- per share.

(iv) Number of securities to be entitled for each category of applicants:

Category Particulars Number of

Shares

Issue Price

per Share

Amount in

BDT

Eligible

investors (EIs)

10% of IPO i.e. 2,250,000 Ordinary Shares shall

be reserved for Mutual Funds 2,250,000

10.00

22,500,000


be reserved for Other Eligible Investors (EIs) 9,000,000 90,000,000

General public


be reserved for Non- Resident Bangladeshis

(NRBs)

2,250,000 22,500,000

40% of IPO i.e. 9,000,000 Ordinary shall be

reserved for and General

Public

9,000,000 90,000,000

Total 22,500,000 225,000,000

(v) Holding structure of different classes of securities before and after the issue: The Company has issued only ordinary shares. Holding structure of different classes of securities before and after the issue are as follows:

Sl# Category of shareholders Before the present issue After the present issue

Ordinary shares % Ordinary shares %

01 Sponsors & Directors 23,212,808 62.75% 23,212,808 39.02%

02 Institutional 7,377,192 19.94% 16,377,192 27.53%

03 Mutual fund - - 2,250,000 3.78%

04 Individual 6,402,000 17.31% 15,402,000 25.89%

05 NRBs - - 2,250,000 3.78%

Total 36,992,000 100% 59,492,000 100%

86

(vi) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital.

Net proceeds from Initial Public Offering (IPO) will be used for plant & machineries and building & other civil works.

Summary of feasibility report with the enhanced paid-up capital is as under:

Sl# Particulars Amount in BDT

1 Plant & Machinery 158,000,000.00

2 Building & Other Civil Works 50,000,000.00

Total 208,000,000.00

IPO Expenses 17,000,000.00

Grand Total 225,000,000.00 Apart from above Tk. 17,000,000/- will be used for IPO expenses out of total IPO proceeds. The summery of feasibility report in respect enhanced paid-up capital as prepared by Research and Development Concern is enclosed below:

The assumptions for these projections are as follows:

Assumption Indicator Assumption's Basis Assumptions Years

30-Jun-18 30-Jun-19 30-Jun-20

Capacity increase Capacity will be increased as new

machineries will be introduced. 35% 25% 10%

Capacity utilization Capacity utilization will be almost same. 70-75% 70-75% 70-75%

Sales revenue increase

Sales will be increased for qualitative

products by the increase of sales volume

and unit price.

25% 18% 8%

Operating expenses

increase/ (decrease)

Operating expenses will be increased due

to increase of production and sales. IPO

expense will lead to the higher increase of

operating expenses in the year 2018.

Expenses will be reduced in the year 2019

because of no expense in the year.

67% (31%) 15%

Property, plant and

equipment addition

Property, plant and equipment will be

increased in every year for the purpose of

production increase.

148,894,768 142,480,000 55,371,800

Paid up capital

increase

Paid up Capital will be increased by Tk.

225,000,000 through IPO in FY 2017-

2018

225,000,000 - -

Long term loan

repayment

The current portion long term loan of

2017 will be paid in 2018 and the current

portion will be paid in other subsequent

years.

6,941,181 2,521,126 -

Dividend Dividend is not considered here as the

decision is not predetermined - - -

87

ELECTRO BATTERY CO. LIMITED

Statement of Financial Position (Projected)

(Figure in Taka)

Particulars Audited Projected

30-Jun-17 30-Jun-18 30-Jun-19 30-Jun-20

Assets

Non-current assets 328,299,968 340,286,062 420,864,658 408,229,584

Property, plant and equipment 235,940,700 340,286,062 420,864,658 408,229,584

Capital work in progress 92,359,268 - - -

Current assets 287,011,736 543,968,192 581,036,708 723,597,574

Inventories 175,093,609 267,911,356 292,973,140 366,941,424

Accounts receivables 102,987,666 175,062,540 209,564,251 259,291,931

Advances, deposits & prepayments 8,629,113 34,568,412 36,684,968 47,953,541

Cash & cash equivalents 301,348 66,425,884 41,814,349 49,410,679

Total assets 615,311,704 884,254,254 1,001,901,366 1,131,827,158

Shareholders' equity and liabilities

Shareholders' equity 434,170,701 743,144,832 858,021,592 983,495,123

Share capital 369,920,000 594,920,000 594,920,000 594,920,000

Retained earnings 64,250,701 148,224,832 263,101,592 388,575,123

Non-current liabilities 17,176,218 21,026,673 33,614,699 47,175,178

Long term loan 2,521,126 - - -

Deferred tax liability 14,655,092 21,026,673 33,614,699 47,175,178

Current liabilities: 163,964,785 120,082,749 110,265,074 101,156,857

Accounts Payable 10,013,435 9,597,385 9,856,812 10,856,105

Current Maturity of Long Term Loan 6,941,181 2,521,126 - -

Short Term Borrowings 103,224,333 61,934,600 43,354,220 30,347,954

Creditors & Accruals 43,785,836 46,029,638 57,054,043 59,952,798

Total shareholders' equity and liabilities: 615,311,704 884,254,254 1,001,901,366 1,131,827,158


Statement of profit or loss & other comprehensive income (Projected)

(Figure in Taka)


30-Jun-17 30-Jun-18 30-Jun-19 30-Jun-20 Revenue 676,290,090 845,362,612 997,527,883 1,077,330,113

Less: Cost of goods sold 552,958,920 677,558,134 798,521,070 861,002,226

Gross profit / (loss) 123,331,170 167,804,479 199,006,813 216,327,887

Less: Operating expenses 27,433,140 45,804,796 31,548,110 36,280,326

Administrative and selling expenses 27,433,140 45,804,796 31,548,110 36,280,326

Operating profit/(loss) 95,898,030 121,999,683 167,458,703 180,047,560

Less: Financial expenses 14,913,660 8,948,196 6,263,737 4,384,616

Net profit before WPPF & tax 80,984,370 113,051,487 161,194,966 175,662,944

Less: Contribution to WPPF 3,856,399 5,383,404 7,675,951 8,364,902

Net profit before tax 77,127,971 107,668,082 153,519,015 167,298,042

Less: Income tax expenses 26,994,789 23,693,951 38,642,254 41,824,511

Current tax 16,605,572 17,322,370 26,054,228 28,264,032

Deferred tax 10,389,217 6,371,581 12,588,026 13,560,478

Net profit for the year 50,133,182 83,974,132 114,876,761 125,473,532

Earnings per share (EPS) 2.07 1.41 1.93 2.11

88

Conclusion

The feasibility of the project has been conducted and analyzed from the viewpoint of marketing, financial, management

and economic aspects and found to be worthwhile. The projected financial results and the profitability estimated based

on historical data shows that the project is viable and lucrative. This projection will help the interested parties to have an

idea over the Electro Battery Company Limited.

Sd/-

Sabikunnahar, CEO

Research and Development Concern

43/n, (2nd floor), West Raza Bazar

Indira Road, Farmgate, Dhaka-1012

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:

Sources of fund:

Issue size (number of shares to be issued) Issue Price Amount in BDT

22,500,000 ordinary shares 10.00 each (at par) 225,000,000.00

Less: IPO expenses 17,000,000.00

Net IPO proceeds 208,000,000.00

Use of net proceeds from the IPO:

Net proceeds from the IPO will be used for procurement of plant & machinery and building & other civil work.

Details of the amount to be used for each purpose are as under:

Sl# Particulars Amount in BDT

A. Plant & Machinery 158,000,000.00

B. Building & Other Civil Works 50,000,000.00

Total (A+B) 208,000,000.00

A. Plant & Machinery

Sl# Particulars Technical

Specification Country of Origin

Unit Price

in BDT Units

Total Cost in

BDT

1 Auto Grid Casting Machine for

E-Rickshaw Battery 300 Plates/hr China/India 4,000,000 1 No. 4,000,000

2 Auto Grid Casting Machine for

E-Bike Battery 300 Plates/hr China/India 4,500,000 1 No. 4,500,000

3

Auto Positive Grid Casting

Machine for Maintenance Free

E-Rickshaw Battery

300 Plates/hr China/India 3,500,000 1 No. 3,500,000

4

Auto Negative Grid Casting

Machine for Maintenance Free

E-Rickshaw Battery

300 Plates/hr China/India 3,800,000 1 No. 3,800,000

5 Curing Chamber 700 cubic ft China/India 2,000,000 2 Nos. 4,000,000

6 Formation Rectifier 400A/220V China/India 2,200,000 2 Nos. 4,400,000

7 Charging Rectifier 400A/220V China/India 2,500,000 2 Nos. 5,000,000

8 Plate Drying Chamber 600 cubic ft China/India 1,500,000 3 Nos. 4,500,000

9 Plate Cleaning Machine 500 Plates/hr China/India 1,200,000 2 Nos. 2,400,000

10 Assembling Line 100 Batteries/hr China 22,000,000 1 No. 22,000,000

11 Lead Purification Furnace 15 Tons China 2,500,000 3 Nos. 7,500,000

12 Spectrometer Lead Testing Option Germany/USA 10,000,000 1 No. 10,000,000

13 Charging & Discharging

Machine 400A China/India 4,000,000 2 Nos. 8,000,000

14 Acid Filling Machine 200 Batteries/hr China 2,000,000 3 Nos. 6,000,000

15 Paste Mixing Machine 500 KG China/India 1,800,000 2 Nos. 3,600,000

16 Pasting Line 500 Plates/hr China/India 11,000,000 1 No. 11,000,000

17 Lead Purification Furnace

Fume Control Unit 15 Tons China 1,500,000 3 Nos. 4,500,000

89

18 Formation Acid Fume Control

Unit 48 Nos VAT/Line China 1,500,000 8 Nos. 12,000,000

19 Effluent Treatment Plant 50,000 Liter/Day China 5,000,000 1 No. 5,000,000

20 De-Mineralized (DM) Water

Plant 10,000 Liter/Day China 3,000,000 1 No. 3,000,000

21 Grid Casting Fume Control

Unit 300 cubic ft China 500,000 6 Nos. 3,000,000

22 Gray Oxide Mill 10 Tons/Day China 12,000,000 1 No. 12,000,000

23 Red Oxide Mill 5 Tons/Day China 5,000,000 1 No. 5,000,000

Total Cost of Machineries 48,700,000

Add: Installation and Other Costs 9,300,000

Total Cost of Battery Manufacturing Plant 158,000,000

* Price of the machineries are assessed, it may differ at the time of purchase.

Status: The Company plans to import all the above mentioned machineries after receiving the fund from IPO. No L/C is

opened or quotation is placed in this purpose yet.

B. Building & Other Civil Works

The company have plan to build 5 storied (each floor size is 13000 SFT) building and already completed 3rd floor. The

cost of another 3 floor space will incurred from IPO fund approximately amounting to Taka. 5.00 crore

Estimated cost of Building and Civil work

Name of Work (Civil Work) Item Name Unit Qty. Unit Rate (BDT) Amount in BDT

Column

M. S. Rod Kgs. 15,000 60 900,000

Cement Bag 3,500 480 1,680,000

Sand Cft. 25,000 35 875,000

C. Aggregate Cft. 4,400 170 748,000

Beam & Slab (Roof)

M. S. Rod Kgs. 137,000 60 8,220,000

Cement Bag 6,000 480 2,880,000

Sand Cft. 90,000 35 3,150,000

C. Aggregate Cft. 36,000 170 6,120,000

Bricks chips Cft. 36,000 70 2,520,000

Brick Work

Class Brick Nos. 60,000 9 540,000

Cement Bag 3,000 480 1,440,000

Sand Cft. 4,700 35 164,500

Ceiling Plaster, Inner & Outer Cement Bag 5,000 480 2,400,000

Sand Cft. 15,000 35 525,000

Finishing Work:

Tiles Sft. 65,000 150 9,750,000

Thai Glass Including labor cost 10,000 380 3,800,000

Grill Sft. 10,000 120 1,200,000

Paint (Full Area)

Distemper

Drum

(Berger

Paints)

52,000

17

884,000

Plastic Paint

Weather Coat

Sealer

Putty

Electrical (Drawing & Design) - - - - 800,000

Transportation Cost 300,000

Labor Cost Civil - - - 1,103,500

Total Cost of Construction 50,000,000

Terms of contract:

As per Annexure-E (B)(21)(f) of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 there

is no contract covering any of the activities of the issuer company for which the proceeds of sale of securities from IPO

is to be used.

Sd/-

Md. Ansar Uddin

Managing Director

Sd/-

M A Halim

Chief Financial Officer

Sd/-

Mrs. Umme Bushrah

Chairman

90

(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: Sponsors’ contribution since inception and privately placed funds brought & deployed by the issuer company prior to the public offer and indication of such funds utilization in the cash flow statement is as under:

Accounting

year Fund utilized for

Amount in

BDT Reflected in cash flows

2016-2017

Plant & machinery/ BMRE 50,000,000.00 Acquisition of fixed assets under the head

investing activities.

Working capital 144,562,702.00 Payment to suppliers under the head

operating activities.

Capital work in progress 75,437,298.00 Payment for capital work in progress under

the head investing activities.

2015-2016

Capital work in progress 23,420,000.00 Payment for capital work in progress under

the head investing activities.

Working capital 75,000,000.00 Payment to suppliers and other operating

expenses under the head operating activities. (c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form of investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief description of business and financials of such venture:

The Company has no objects to investment in such type of ventures by using IPO proceeds.

(d) If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned.

In this connection, copies of contract to meet the additional funds are required to be submitted to the Commission.

The means and source of financing, including details of bridge loan or other financial arrangement, which may

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

IPO proceeds are sufficient to complete the project.

(e) A schedule mentioning the stages of implementation and utilization of funds received through public offer in a

tabular form, progress made so far, giving details of land acquisition, civil works, installation of plant and

machinery, the approximate date of completion of the project and the projected date of full commercial operation

etc. The schedule shall be signed by the Chief Executive Officer or Managing Director, Chief Financial Officer

and Chairman on behalf of Board of Directors of the issuer:

Sl# Particulars Progress made so far Approximate date

of Completion

Projected date of full

commercial operation

01 Plant & Machinery

Acquisition and installation of

machineries and equipment’s

will be started after receiving of

IPO fund

Within 12 months of

receiving the IPO

fund

Within 3 month of the

completion of the project

02 Building & Other

Civil Works After receiving of IPO fund

Within 06 months of

receiving the IPO

fund

-

Sd/-

Md. Ansar Uddin

Managing Director

Sd/-

M A Halim

Chief Financial Officer

Sd/-

Mrs. Umme Bushrah

Chairman

on behalf of Board of Directors

(f) If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall

disclose the terms of such contracts, and copies of the contracts shall been closed 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: The company does not utilize the issue proceed for working capital.

91

(h) Where the issuer proposes to undertake one or more activities like diversification, modernization, expansion, etc., the total project cost activity-wise or project wise, as the case may be: The Company has a plan to implement the expansion by using IPO proceeds, which have been mentioned in use of proceeds section in this prospectus. (i) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, if any, which have already been implemented: The Company has a plan to implement the expansion by using IPO proceeds, which have been mentioned in use of IPO Proceeds and project implementation schedule.

(j) The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or project cost with sponsors, directors, key management personnel, associates and group companies: There is no such material transaction with sponsors, directors, key management personnel, associates and group companies in relation to utilization of the issue proceeds. (k) Summary of the project appraisal or feasibility report by the relevant professional not connected with the issuer, issue manager and registrar to the issue with cost of the project and means of finance, weaknesses and threats, if any, as given in the appraisal or feasibility report:

Feasibility Report of Electro Battery Company Limited

EXECUTIVE SUMMARY

Electro Battery Company Limited (EBCL) is manufacturing and marketing of wide range of solar, industrial, IPS, VRLA,

easy bike, automotive and forklift battery product. EBCL was incorporated on November 24, 2008 vide registration

number C-73799(1841)/08 as a private limited company under the Companies Act, 1994. The company was converted

into a Public Limited Company on January 14, 2016. Addresses of registered & corporate head office is 28, Dilkusha

C/A, 19th Floor, Suit# 1901 & 1902, Dhaka- 1000 and the factory is located at Baro Rangamatia, Durgapur, Ashulia,

Savar, Dhaka Bangladesh. Every organization has some purposes for the expansion program. Some projections regarding

profitability and other financial issues are analysed. EBCL has made projections of financial position and statement of

profit or loss and other comprehensive income for the upcoming three reporting years. This feasibility report discusses

and shows the various aspects of expansion program of Electro Battery Company Limited.

Introduction

Electro Battery Company Limited was incorporated on November 24, 2008 as a private limited company under Registrar

of Joint Stock Companies and Firms (RJSC) vide registration number C-73799(1841)/08 under the companies Act 1994.

Subsequently it was converted into a public limited company on January 14, 2016.

Corporate information:


Date of incorporation as private limited company November 24, 2008

Commencement of commercial operation February 18, 2009

Conversion into public limited company January 14, 2016

Denomination of face value from Tk. 100.00 to Tk. 10.00 October 01, 2015

Authorized capital 1,000,000,000

Issued & paid-up capital 369,920,000

Vision To seek the position of leadership for manufacturing and marketing battery products.

Mission

Our mission is to create a long-term, sustainable value for our customers. We will achieve this by manufacturing,

developing, marketing, and supporting products that deliver rapid returns through lower costs and improved customer

responsiveness. More importantly, our motto is to enable our customers obtain the best satisfaction and attain duly their

business objectives through our dedicated endeavor.

92

Nature of Business

Electro Battery Company Limited (EBCL) is manufacturing and marketing of wide range battery products. The core

markets for the products of the Company are telecommunication sector (i.e Grameen Phone, Pacific Bangladesh Telecom

Ltd, Banglalink, Teletalk, Airtel, Banglalion, QUBEE etc.), Multinational company (i.e Coca-Cola), Government sector

(i.e PGCB, BREB), NGO (i.e. Action In Development, Surjer Alo, TMSS) and other local customers.

Principal Products of the Company

The Company is engaged in manufacturing and marketing of wide range of following type battery products:

1. Electro Solar Battery

2. Electro Industrial Battery

3. Electro VRLA Battery

4. Electro Easy Bike Battery

5. Electro Automotive Battery

6. Electro Forklift Battery

7. Electro Rickshaw Battery.

Utility Consumption

Power:

The Company meets its required power from Rural Electrification Board (REB). The total sanctioned electricity load for

Electro Battery is 500 KVA. The Company has procured a high power electric transformer for smooth supply of

electricity.

Gas: The Company does not require any gas.

Water:

The factory requires around 1,000 litter water per day to continue its operation. Required water is supplied by its 2 (two)

own tube-wells and distilled water plants.

Marketing Aspects








maximum raw materials from abroad and other from recycling. Above 10 lac batteries are exported to more than 55

countries annually. There are huge opportunities in this industry to contribute in the country’s GDP

Electro Battery Company Limited envisages for establish the manufacturing and Marketing of different kind of battery

products. In contribution to GDP are the largest manufacturing items for market demand of Bangladesh and is on

increasing trend.

The Board of Director of the Company has engaged themselves in the business promoting and marketing of Bangladesh

for about a decade. During this long period they have worked with numbers of various buyers, their agents with all over

the Bangladesh. So, they are fully capable to run this business with profitability.

The company has been set up by the promoters having strong track record in same industry sector. They are experience

and well learner promoters who have wide marketing experience and are well known in the local Community. It can be

said that the company will enjoy a competitive marketing advantage.

It is certain that the international and inland market will be maintained the standard and quality of product; sufficient

backward linkage industries will not face any difficulty. As the labor cost is very low and Bangladesh to growing this

industry, it is possible to maintain the minimum cost of production

Distribution of Products

The company doing their business through distributor/ dealership channel and sales & marketing team. The company

have deferent dealer/distributor in major area of Bangladesh. After receiving order from customers, the dealer/ distributor

93

provide products to customer. The company set their monthly sales target for their distributor point in value of battery.

To achieve the target, the company’s sales & marketing team and dealer/ distributor aggressively worked together. The products distribution process flow:

Weakness

1. Slow to innovate: It is hard to innovate in diversifying new product.

2. Low Financial Position: The Company needs more finance to be competitive over its rivals.

Threats

1. Intense competition: There is high competition in this sector may affect the profitability of the company.

2. Political unrest: Political unrest can be a big threat for the company.

3. Shortage of power: Crisis in power supply is also a threat to its operation.

Methodology

We have considered our historical data of last few years’ revenue and expenses. We have also talked to the staffs. The

interviews provided us with the relevant information concerning all aspects sales and expenses, The responses to these

open-ended questions have allowed us to have a greater depth of knowledge into their opinions and so we were able to

address them to the best of our ability. Every interview had a different idea that is important to the effects of the

implementation of sales growth, and enough background information was included.

Summary of Project Expansion Cost and Means of Finance

Cost of the project expansion:


Plant & machinery 158,000,000

Building and other civil works 50,000,000

Total project expansion cost 208,000,000

Means of finance:


Initial Public Offering 208,000,000

Total means of finance 208,000,000

Financial projections The financial projections for the expansion of Electro Battery Company Limited are highlighted in the table below. These

figures account for projections, sales and additional staffing requirements.

Factory

Warehouse Dealers

Dhaka, Chittagong, Jamalpur, Gazipur, Barisal,

Faridpur, Bogra

Consumer/ End User

94

The assumptions for these projections are as follows:

(Each year calculation is made comparing with respective previous year)

Assumption

Indicator Assumption's Basis

Assumptions Years

30-Jun-18 30-Jun-19 30-Jun-20

Capacity increase Capacity will be increased as new

machineries will be introduced. 35% 25% 10%

Capacity utilization Capacity utilization will be almost

same. 70-75% 70-75% 70-75%

Sales revenue increase

Sales will be increased for qualitative

products by the increase of sales

volume and unit price.

25% 18% 8%

Operating expenses

increase/ (decrease)

Operating expenses will be increased

due to increase of production and

sales. IPO expense will lead to the

higher increase of operating expenses

in the year 2018. Expenses will be

reduced in the year 2019 because of no

expense in the year.

67% (31%) 15%

Property, plant and

equipment addition

Property, plant and equipment will be

increased in every year for the purpose

of production increase.

148,894,768 142,480,000 55,371,800

Paid up capital

increase

Paid up Capital will be increased by

Tk. 225,000,000 through IPO in FY

2017-2018

225,000,000 - -

Long term loan

repayment

The current portion long term loan of

2017 will be paid in 2018 and the

current portion will be paid in other

subsequent years.

6,941,181 2,521,126 -

Dividend Dividend is not considered here as the

decision is not predetermined - - -

95


Statement of Financial Position (Projected)

(Figure in Taka)


30-Jun-17 30-Jun-18 30-Jun-19 30-Jun-20

Assets

Non-current assets 328,299,968 340,286,062 420,864,658 408,229,584

Property, plant and equipment 235,940,700 340,286,062 420,864,658 408,229,584

Capital work in progress 92,359,268 - - -

Current assets 287,011,736 543,968,192 581,036,708 723,597,574

Inventories 175,093,609 267,911,356 292,973,140 366,941,424

Accounts receivables 102,987,666 175,062,540 209,564,251 259,291,931

Advances, deposits & prepayments 8,629,113 34,568,412 36,684,968 47,953,541

Cash & cash equivalents 301,348 66,425,884 41,814,349 49,410,679

Total assets 615,311,704 884,254,254 1,001,901,366 1,131,827,158

Shareholders' equity and liabilities

Shareholders' equity 434,170,701 743,144,832 858,021,592 983,495,123

Share capital 369,920,000 594,920,000 594,920,000 594,920,000

Retained earnings 64,250,701 148,224,832 263,101,592 388,575,123

Non-current liabilities 17,176,218 21,026,673 33,614,699 47,175,178

Long term loan 2,521,126 - - -

Deferred tax liability 14,655,092 21,026,673 33,614,699 47,175,178

Current liabilities: 163,964,785 120,082,749 110,265,074 101,156,857

Accounts Payable 10,013,435 9,597,385 9,856,812 10,856,105

Current Maturity of Long Term Loan 6,941,181 2,521,126 - -

Short Term Borrowings 103,224,333 61,934,600 43,354,220 30,347,954

Creditors & Accruals 43,785,836 46,029,638 57,054,043 59,952,798

Total shareholders' equity and

liabilities: 615,311,704 884,254,254 1,001,901,366 1,131,827,158

96


Statement of profit or loss & other comprehensive income (Projected)

(Figure in Taka)


30-Jun-17 30-Jun-18 30-Jun-19 30-Jun-20 Revenue 676,290,090 845,362,612 997,527,883 1,077,330,113

Less: Cost of goods sold 552,958,920 677,558,134 798,521,070 861,002,226

Gross profit / (loss) 123,331,170 167,804,479 199,006,813 216,327,887

Less: Operating expenses 27,433,140 45,804,796 31,548,110 36,280,326

Administrative and selling expenses 27,433,140 45,804,796 31,548,110 36,280,326

Operating profit/(loss) 95,898,030 121,999,683 167,458,703 180,047,560

Less: Financial expenses 14,913,660 8,948,196 6,263,737 4,384,616

Net profit before WPPF & tax 80,984,370 113,051,487 161,194,966 175,662,944

Less: Contribution to WPPF 3,856,399 5,383,404 7,675,951 8,364,902

Net profit before tax 77,127,971 107,668,082 153,519,015 167,298,042

Less: Income tax expenses 26,994,789 23,693,951 38,642,254 41,824,511

Current tax 16,605,572 17,322,370 26,054,228 28,264,032

Deferred tax 10,389,217 6,371,581 12,588,026 13,560,478

Net profit for the year 50,133,182 83,974,132 114,876,761 125,473,532

Earnings per share (EPS) 2.07 1.41 1.93 2.11

*** Dividend is not considered

Conclusion

The feasibility of the project has been conducted and analyzed from the viewpoint of marketing, financial, management

and economic aspects and found to be worthwhile. The projected financial results and the profitability estimated based

on historical data shows that the project is viable and lucrative. This projection will help the interested parties to have an

idea over the Electro Battery Company Limited.

Sd/-

Sabukunnahan, CEO

Research & Development Concern

43/n, (2nd Floor), West Raza Bazar

Indira Road, Farmgate, Dhaka-1215

Section (xxiii): Lock-in

(a) Ordinary shares of the issuer shall be subject to lock-in, from the date of issuance of prospectus or commercial

operation, whichever comes later, in the following manner:

(1) All shares held, at the time of according consent to the public offer, by sponsors, directors and shareholders holding ten percent (10%) or more shares, other than alternative investment funds, for 03(three) years.

(2) In case any existing sponsor or director of the issuer transfers any share to any person, other than existing shareholders, all shares held by those transferee shareholders, at the time of according consent to the public offer, for 03 (three) years.

(3) Twenty five percent (25%) of the shares allotted to eligible investors, for 06 (six) months and other twenty five percent (25%) of the shares allotted to them, for 09 (nine) months.

(4) All shares held by alternative investment funds, at the time of according consent to the public offer, for 01

(one) year.

(5) All shares held, at the time of according consent to the public offer, by any person other than the persons

mentioned in sub rules (1), (2) and (3) above, for 01 (one) year.

(b) The following table indicates the lock-in status of shares of the shareholders of Electro Battery Company Limited:

97

Sl# Name of subscriber Position BO ID

Pre-IPO Date of

subscription

Lock-

in

period Holding %

1 Md. Ansar Uddin Director &

MD 1605070063671753 5,460,000 14.76%

19.11.2008 3 years

09.12.2015

2 Mrs. Umme Bushrah Chairman 1605070063669861 2,690,000 7.27% 19.11.2008

3 years 09.12.2015

3 Energy Meter

Company Limited Director 1605070063669463 7,062,808 19.09%

09.12.2015 3 years

16.03.2017

4 ICB Director 1201530057974026 8,000,000 21.63% 16.03.2017 3 year

5 EM Power Ltd. Shareholder 1605070063671017 7,247,192 19.59% 16.03.2017 3 year

6 Electro Solar Power

Ltd. Shareholder 1605070063670783 10,000 0.03% 16.03.2017 1 year

7 Electro Led & Lights

Ltd. Shareholder 1605070063671266 10,000 0.03% 16.03.2017 1 year

8 Fahima Akter Shareholder 1605070058683102 1,000 0.00% 16.03.2017 1 year

9 Mohammad Mostafizur

Rahman Shareholder 1605070043500637 1,000 0.00% 16.03.2017 1 year

10 Electro Mechanical

Service Ltd. Shareholder 1605070063670229 10,000 0.03% 16.03.2017 1 year

11 Ishtiaq Ahmed Shareholder 1202490000226422 50,000 0.14% 16.03.2017 1 year

12 Nirzar Kanti De Shareholder 1202160002007281 20,000 0.05% 16.03.2017 1 year

13 Md. Ali Hossain

Prodhania Shareholder 1605070061493491 50,000 0.14% 16.03.2017 1 year

14 Md. Saiful Islam

Helaly Shareholder 1605070043500637 300,000 0.81% 16.03.2017 1 year

15 Khan Md. Naim Shareholder 1201510034196909 100,000 0.27% 16.03.2017 1 year

16 Md. Manarul Haque Shareholder 1605070046067897 100,000 0.27% 16.03.2017 1 year

17 Apel Mahmud Shareholder 1203680040800659 50,000 0.14% 16.03.2017 1 year

18 Mohammed Ishaque Shareholder 1601880028407188 50,000 0.14% 16.03.2017 1 year

19 Syed Rafiqul Haq Shareholder 1205700058597361 300,000 0.81% 16.03.2017 1 year

20 Habibullah Al Amin Shareholder 1603700003067416 20,000 0.05% 16.03.2017 1 year

21 Sk. Md.

Akramuzzaman Shareholder 1605070062596251 100,000 0.27% 16.03.2017 1 year

22 Md. Toufiqur Rahman Shareholder 1605070043500637 50,000 0.14% 16.03.2017 1 year

23 Md. Ahad Sumon Shareholder 1605070043500637 50,000 0.14% 16.03.2017 1 year

24 Mohammad Rafiqul

Islam Shareholder 1205700058597361 50,000 0.14% 16.03.2017 1 year

25

MTB Capital

Discretionary Portfolio

Management

Shareholder 1605070043500637 500,000 1.35% 16.03.2017 1 year

26 Mohammad Fakhrul

Alam Shareholder 1205150062036961 100,000 0.27% 16.03.2017 1 year

27 Md. Iftekharul Amin Shareholder 1203880057018748 100,000 0.27% 16.03.2017 1 year

28

ABACI Investments

Limited Managers

Discretionary

Account's

Shareholder 1602770045524684 1,800,000 4.87% 16.03.2017 1 year

29 Sapna Sen Shareholder 1605070062596251 50,000 0.14% 16.03.2017 1 year

30 Mohammad

Kamruzzaman Shareholder 1605070043500637 200,000 0.54% 16.03.2017 1 year

31 Mohammad Abul

Hossain Hasan Shareholder 1205590052203093 100,000 0.27% 16.03.2017 1 year

32 Md. Asad Ullah Shareholder 1601880046547609 100,000 0.27% 16.03.2017 1 year

33 Md. Nuruzzaman Shareholder 1201940047607937 50,000 0.14% 16.03.2017 1 year

34 Badrul Haider

Chowdhury Shareholder 1605120062108315 200,000 0.54% 16.03.2017 1 year

35 Md. Abdul Hakim Shareholder 1204220062278740 100,000 0.27% 16.03.2017 1 year

36 Md. Nazrul Islam Shareholder 1605070060995794 500,000 1.35% 16.03.2017 1 year

98

37 Md. Ariful Islam Shareholder 1601880062077417 50,000 0.14% 16.03.2017 1 year

38 Muhammad Faijunnur

Chowdhury Shareholder 1601880000235998 25,000 0.07% 16.03.2017 1 year

39 Fyzul Kabir Shareholder 1605070062214848 25,000 0.07% 16.03.2017 1 year

40 Md. Taqui Akhter Shareholder 1605070062583580 50,000 0.14% 16.03.2017 1 year

41 H. A Mamun Shareholder 1202010055060934 50,000 0.14% 16.03.2017 1 year

42 Md. Sadiqur Rahman Shareholder 1201470001695029 50,000 0.14% 16.03.2017 1 year

43 Khan Md. Naim Shareholder 1605070046067889 30,000 0.08% 16.03.2017 1 year

44 Md. Nurul Islam Shareholder 1201500018573852 50,000 0.14% 16.03.2017 1 year

45 Md. Rafiqul Islam Shareholder 1203120049558285 50,000 0.14% 16.03.2017 1 year

46 Md. Zakir Hussain Shareholder 1601880033739537 50,000 0.14% 16.03.2017 1 year

47 Obydur Rahman Shareholder 1202880018167586 30,000 0.08% 16.03.2017 1 year

48 Maksuda Akter

Santona Shareholder 1605070061864621 420,000 1.14% 16.03.2017 1 year

49 Md. Masudur Rahamn Shareholder 1203680057496005 100,000 0.27% 16.03.2017 1 year

50 Md. Khurshedul Alam Shareholder 1203560000151958 50,000 0.14% 16.03.2017 1 year

51 Faryal Hafsa Ahmed Shareholder 1202990061454221 100,000 0.27% 16.03.2017 1 year

52 Md. Uzzal Hossain Shareholder 1201590058141403 80,000 0.22% 16.03.2017 1 year

53 Ryan Enterprise Shareholder 1203120049558285 100,000 0.27% 16.03.2017 1 year

54 Ferhana Nabi Shareholder 1201590062639775 100,000 0.27% 16.03.2017 1 year

Total 36,992,000 100%

Section (xxiv): Markets for the securities being offered

The issuer shall apply to both the stock exchanges in Bangladesh within 7 (seven) working days from the date of consent

accorded by the Commission to issue prospectus.

Dhaka Stock Exchange Limited (DSE)


And

Chittagong Stock Exchange Limited (CSE)

CSE Building, 1080 Sk. Mojib Road, Agrabad, Chittagong

“DECLARATION ABOUT LISTING OF SHARES WITH THE STOCK EXCHANGE(S):

None of the Stock Exchanges, if for any reason, grant listing within 75 days from the closure of subscription, any

allotment in terms of this prospectus shall be void and the Company shall refund the subscription money within fifteen

days from the date of refusal for listing by the stock exchange, or from the date of expiry of the said 75 (seventy-five)

days, as the case may be.

In case of non‐refund of the subscription money within the aforesaid fifteen days, the Company directors, in addition to

the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the

rate of 2% (two percent) per month above the bank rate, to the subscribers concerned.

The issue managers, in addition to the issuer Company, shall ensure due compliance of the above mentioned conditions

and shall submit compliance report thereon to the Commission within seven days of expiry of the aforesaid fifteen days’

time period allowed for refund of the subscription money.

TRADING AND SETTLEMENT

Trading and settlement regulation of the stock exchanges will be applied for trading and settlement of the shares of the

company.

The issue shall be placed in “N’’ category with DSE and CSE.

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Section (xxv): Description of securities outstanding or being offered

(a) Dividend voting and preemption rights:

The Share Capital of the company is divided into Ordinary Shares, carrying equal rights to vote and receive dividend in

terms of the relevant provisions of the Companies Act 1994 and the Articles of Association of the company. All

Shareholders shall have the usual voting rights in person or by proxy in connection with, among others, election of

Directors & Auditors and other usual agenda of General Meeting – Ordinary or Extra-ordinary. On a show of hand, every

shareholder presents in person and every duly authorized representative of a shareholder present at a General Meeting

shall have one vote and on a poll every shareholder present or by proxy shall have one vote for every share held by him

or her.

In case of any additional issue of shares for raising further capital the existing shareholders shall be entitled to Right Issue

of shares in terms of the guidelines issued by the BSEC from time to time.

(b) Conversion and liquidation rights:

In terms of provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in

force, the shares of the Company are freely transferable. The Company shall not charge any fee for registering transfer

of shares. No transfer shall be made to a firm, an infant or person of unsound mind.

(c) Dividend policy:

i. The profit of the Company, subject to any special right relating thereto created or authorized to be created by the

Memorandum and subject to the provisions of the Articles of Association, shall be divisible among the members in

proportion to the amount of capital paid-up on the shares held by them respectively.

ii. No large dividend shall be declared than is recommended by the Directors, but the Company in its General Meeting

may declare a smaller dividend. The declaration of Directors as to the amount of Net profit of the Company shall be

conclusive.

iii. No dividend shall be payable except out of the profits of the Company or any other undistributed profits. Dividend

shall not carry interest as against the Company.

iv. The Directors may from time to time pay the members such interim dividend as in their judgment the financial

position of the Company may justify.

v. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer.

vi. No limitation in payment of dividend is stipulated in any debt instrument or otherwise.

(d) Other rights of the securities holders:

In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules

in force, the shares of the Company are transferable. The Company shall not charge any fee, other than Government

duties for registering transfer of shares. No transfer shall be made to a minor or person of unsound mind.

The Directors shall present the financial statements as required under the law & International Accounting Standard.

Financial statements will be prepared in accordance with the International Accounting Standards consistently applied

throughout the subsequent periods and present with the objective of providing maximum disclosure as par law and

International Accounting Standard to the shareholders regarding the financial and operational position of the company.

The shareholders shall have the right to receive all periodical statement and reports, audited as well as un audited,

published by the company from time to time.

The shareholder holding minimum of 10% shares of paid-up capital of the company shall have the right to requisition

extra ordinary General Meeting of the company as provided for the section 84 of the Companies Act 1994.

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Section (xxvi): Financial Statements

INDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERS OF

ELECTRO BATTERY CO. LTD. Report on the Financial Statements We have audited the accompanying Financial Statements of Electro Battery Co. Ltd. (the company), which comprises the Statement of Financial Position as at 30 June 2017 and Statement of Profit or Loss and other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then ended and a summary of significant accounting policies and other explanatory information thereon.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Financial Reporting Standards (BFRSs), Bangladesh Accounting Standards (BASs), and other Applicable Rules and Regulation for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in

accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we comply with 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 our 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, 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.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit

opinion.

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of Electro Battery Co. Ltd. as at

30 June 2017 and of its financial performance and its cash flows for the year then ended in accordance with Bangladesh

Financial Reporting Standards (BFRSs), Bangladesh Accounting Standards (BASs), and other Applicable Rules and

Regulation.

Report on Other Legal and Regulatory Requirements In accordance with the Companies Act 1994 and The Securities and Exchange Rules 1987, we also report that: (a) we have obtained all the information and explanations, which to the best of our knowledge and belief were necessary

for the 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 those books; (c) the Statement of Financial Position, Statement of Profit or Loss and other Comprehensive Income, Statement of

Changes in Equity and Statement of Cash Flows dealt with the report are in agreement with the books of account and returns; and

Sd/-

Dated: 27 September 2017

Place: Dhaka AHMAD & AKHTAR


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ELECTRO BATTERY CO. LTD.

Statement of Financial Position

As at 30 June 2017

Particulars

Notes Amount in Taka

30 June 2017 30 June 2016

Assets

Non-Current Assets 328,299,968 154,847,772

Property, Plant & Equipment 4.00 235,940,700 92,126,141

Capital Work in Progress 5.00 92,359,268 62,721,631

Current Assets 287,011,736 217,366,187

Inventories 6.00 175,093,609 127,193,379

Accounts Receivable 7.00 102,987,666 81,922,083

Advance, Deposit and Prepayments 8.00 8,629,113 7,811,276

Cash and Cash Equivalents 9.00 301,348 439,449

Total Assets 615,311,704 372,213,959

Shareholders' Equity and Liabilities

Shareholders' Equity 434,170,701 114,037,519

Share Capital 10.00 369,920,000 99,920,000

Retained Earnings 11.00 64,250,701 14,117,519

Non-Current Liabilities 17,176,218 12,810,081

Long Term Loan 12.00 2,521,126 8,544,207

Deferred tax liability 14.00 14,655,092 4,265,874

Current Liabilities 163,964,785 245,366,359

Accounts Payable 15.00 10,013,435 17,134,600

Current Maturity of Long Term Loan 12.00 6,941,181 8,516,533

Share Money Deposit 13.00 - 89,562,702

Short Term Borrowings 16.00 103,224,333 103,774,888

Creditors & Accruals 17.00 43,785,835 26,377,635

Total Shareholders' Equity and Liabilities 615,311,704 372,213,959

Net Assets Value (NAV) per Share 26.00 11.74 11.41

The annexed notes form an integral part of these financial statements.

Sd/- Sd/- Sd/- Sd/-

Chairman Company Secretary Managing Director CFO

Signed as per our annexed report of even date.

Sd/-

Dated: 27 September 2017 AHMAD & AKHTAR

Place: Dhaka Chartered Accountants

102


Statements of Profit or Losss and other Comprehensive Income

For the year ended 30 June 2017

Particulars

Notes Amount in Taka

FY (2016-2017) FY (2015-2016)

Revenue 18.00 676,290,090 621,904,538

Less: Cost of goods sold 19.00 552,958,920 508,897,947

Gross Profit 123,331,170 113,006,591

Less: Operating Expenses 27,433,140 24,362,918

Administrative & Selling Expenses 20.00 27,433,140 24,362,918

Profit from Operation 95,898,030 88,643,673

Less: Financial Expenses 21.00 14,913,660 30,801,219

Net profit before charging WPPF for the period 80,984,370 57,842,454

Less: Contribution to WPPF 22.00 3,856,399 -

Profit before Income Tax 77,127,971 57,842,454

Less: Income tax Expenses 26,994,789 20,244,859

Current Tax 23.00 16,605,572 15,978,985

Deferred Tax 24.00 10,389,217 4,265,874

Net Profit after Tax 50,133,182 37,597,596

Earning Per Share (EPS) 25.00 2.07 4.10

Earnings per Share (Restated) 25.00 - 1.55

The annexed notes form an integral part of these financial statements.

Sd/- Sd/- Sd/- Sd/-



Sd/-



103


Statement of Change in Equity


(Amount in Taka)

Particulars Ordinary

Share Capital

Retained

Earnings Total Equity

Balance as on 01 July 2016 99,920,000 14,117,519 114,037,519

Allotment of Share (Cash) 270,000,000 - 270,000,000

Net Profit During the Year - 50,133,182 50,133,182

Balance as on 30 June 2017 369,920,000 64,250,701 434,170,701


Statement of Change in Equity


(Amount in Taka)

Particulars Ordinary

Share Capital

Retained

Earnings Total Equity

Balance as on 01 July 2015 1,500,000 80,547,612 82,047,612

Bonus Issue 80,000,000 (80,000,000) -

Allotment of Share (Cash) 18,420,000 - 18,420,000

Net Profit During the Year - 37,597,596 37,597,596

Adjustment of under provision of Tax - (24,027,689) (24,027,689)

Balance as on 30 June 2016 99,920,000 14,117,519 114,037,519

Sd/- Sd/- Sd/- Sd/-



Sd/-



104


Statement of Cash Flows


Particulars Amount in Taka

FY (2016-2017) FY (2015-2016)

A. Cash flows from operating activities

Collection from customers & Others 655,224,507 630,574,990

Payment to suppliers, employees and others (624,447,263) (553,022,699)

Cash generated from operation 30,777,244 77,552,291

Income tax paid (4,763,311) (3,107,337)

Payment for financial expenses (14,913,660) (30,801,219)

Net cash in flows/(out flows) from operating activities 11,100,273 43,643,735

B. Cash flows from investing activities

Acquisition of fixed assets (56,110,435) (4,379,600)

Received from Investment - 23,021,500

Payment for capital work in progress (127,416,248) (56,450,339)

Net cash in flows/(out flows) from investing activities (183,526,684) (37,808,439)

C. Cash flows from financing activities

Issuance of share capital 270,000,000 18,420,000

Share money deposits (89,562,702) 26,474,621

Received/(Payment) of short term bank loan (550,555) (72,741,684)

Received/ (Payment) of long term loan (7,598,433) 22,247,097

Net cash in flows/(out flows) from financing activities 172,288,310 (5,599,966)

D. Net cash in flows/(out flows) for the year (A+B+C) (138,101) 235,331

E. Cash & cash equivalent at the beginning of the year 439,449 204,118

F. Cash & cash equivalent at the end of the year (D+E) 301,348 439,449

Net Operating Cash flow per share (Note-27.00) 0.46 4.75

Net operating cash flows (NOCF) per share (Restated) - 1.80

Sd/- Sd/- Sd/- Sd/-



Dated: 27 September 2017

Place: Dhaka

105


Notes, summary of significant accounting policies and other explanatory information

For the year ended on 30 June 2017

1.00 The Company & It's Operation

1.01 Corporate History of the Reporting Entity

Electro Battery Company Limited was incorporated in Bangladesh as a Private Limited Company under The

Companies Act-1994, vide incorporation number C-73799(1841)/08 dated 24.11.2008. The Company was

converted into a Public Limited Company on 14th January, 2016.

1.02 Address of the Registered & Corporate Office:

The registered office of the company 28 Dilkusha C/A, 19Th Floor, Suite # 1901, 1902, Dhaka-1000,

Bangladesh and the factory is situated at Baro Rangamatia, Durgapur, Ashulia, Savar, Dhaka.

1.03 Corporate Business

Electro Battery Company Limited has started manufacturing and marketing Battery under the brand name of

“ELECTRO” especially Solar Battery, Industrial Battery, VRLA Battery, Automotive Battery, Froklift

Battery, Easy Bike Battery, Rickshaw Battery etc.

1.04 Capital Structure of the Company

Particulars Taka

Authorized Capital

100,000,000 ordinary shares of Taka 10/= each. 1,000,000,000

Issued, subscribed, called-up and paid-up capital

36,992,000 Ordinary Shares of TK.10/-each. Paid-up 369,920,000

2.00 Basis of preparation of the financial statement

2.01 Basis of Measurement of Elements of Financial statement

The financial statements have been prepared and the disclosures of information made in accordance with the

requirements of the Companies Act 1994, the Securities and Exchange Rules 1987 and Bangladesh

Accounting Standard (BAS) adopted by the Institute of Chartered Accountants of Bangladesh (ICAB),

Bangladesh Financial Reporting Standard (BFRS) as far as applicable for the company. The Statement of

Financial Position and Statement of Profit or Loss and Other Comprehensive Income have been prepared

according to BAS 1 Presentation of Financial Statements based on accrual basis of Accounting following

going concern assumption under Generally Accepted Accounting Principles (GAAP) practices in Bangladesh

and Statement of cash flows according to BAS-7: Statements of Cash flows.

2.02 Regulatory Compliances

As required by the company, the management complies with the following major legal provisions in addition

to the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and

regulations:

The Income Tax Ordinance 1984;

The Income Tax Rules 1984;

The Value Added Tax Act 1991;

The Value Added Tax Rules 1991;

The Customs Act, 1969; and

Bangladesh Labour Law, 2006 (Amendment 2013).

2.03 BAS and BFRS Adopted by the Management

The following BAS and BFRS are applicable and adopted by management for preparation of financial

statements for the period ended 30 June 2017.

BAS-1 Presentation of Financial Statements

BAS-2 Inventories

BAS-7 Statement of Cash Flows

BAS-8 Accounting Policies, Changes in Accounting Estimates and Errors

BAS-10 Events after the Reporting Period

BAS-12 Income Taxes

BAS-16 Property, Plant & Equipment

BAS-18 Revenue

106

BAS-19 Employee Benefits

BAS-21 The Effects of Changes in Foreign Exchange Rates

BAS-23 Borrowing Costs

BAS-24 Related Party Disclosures

BAS-33 Earnings per Share

BAS-36 Impairment of Assets

BAS-37 Provisions, Contingent Liabilities and Contingent Assets

BAS-39 Financial Instruments: Recognition and Measurement

BFRS:

BFRS 7 Financial Instruments: Disclosures

BFRS 9 Financial Instruments

BFRS 13 Fair Value Measurement

2.04 Going Concern Basis

The company has adequate resources to continue its operation for the foreseeable future. As such, the directors

intended to adopt the going concern basis is preparing the financial statements. The current credit facilities

and resources of the company provides sufficient fund to meet the present requirements of its existing

business.

2.05 Accrual Basis

The financial statements have been prepared, except cash flow information, using the accrual basis of

accounting.

2.06 Structure, Content and Presentation of Financial Statement

Being the general purpose financial statements, the presentation of these financial statements is in accordance

with the guidelines provided by BAS-1: “Presentation of Financial Statements”. A complete set of financial

statements comprise:

(i) Statement of financial position as at 30 June 2017;

(ii) Statement of Profit or Loss and other comprehensive income for the year ended 30 June 2017;

(iii) Statement of Changes in Equity for the year ended 30 June 2017;

(iv) Statement of cash flows for the year ended 30 June 2017; and

(v) Notes, summary of significant accounting policies and other explanatory information to the financial

statements for the year ended 30 June 2017.

2.07 Presentation Currency

The annexed financial statements are presented in Bangladeshi currency (Taka), which have been rounded

off to the nearest Taka.

2.08 Comparative information

Previous period's comparative information have been given for all numerical information in the financial

statements and also the narrative and descriptive information where it is relevant for understanding on the

current period's financial statement.

Figures for the years 2016 have been rearranged whereever considered necessary to ensure comparability

with the current year.

2.09 Reporting Period

The period of the financial statements from 01 July 2016 to 30 June 2017 consistently.

2.10 Date of Authorization

The financial statements were authorized for issue by the Board of Directors of the company on September

27, 2017.

3.00 Accounties Polities

3.01 Revenue

Revenue from sales of Battery is recognized in accordance with BAS-18 "Revenue".

(a) the entity has transferred to the buyer the significant risks and rewards of ownership of the goods;

(b) the entity retains neither continuing managerial involvement to the degree usually associated with

ownership nor effective control over the goods sold;

(c) the amount of revenue can be measured reliably;

(d) it is probable that the economic benefits associated with the transaction will flow to the entity; and

(e) the costs incurred or to be incurred in respect of the transaction can be measured reliably.

107

3.02 Property, Plant and Equipment

3.02.1 Recognition and Measurement

Property, plant and equipment are capitalized at cost of acquisition and subsequently stated at cost or valuation

less accumulated depreciation in compliance with the requirements of BAS-16: Property, Plant and

Equipment. The cost of acquisition of an asset comprises its purchase price and any directly attributable cost

of bringing the assets to its working condition for its intended use inclusive of inward freight, duties, non-

refundable taxes and un-allocated expenditures etc.

3.02.2 Depreciation on Fixed Assets

Depreciation is provided to amortize the cost or valuation of the assets after commissioning, over the period

of their expected useful lives, in accordance with the provisions of BAS-16: Property, Plant and Equipment.

Depreciation charged of an asset when the assets are ready for use. Depreciation is charged on all fixed assets

on reducing balance method. The Rate of depreciation for this year as below:

Particulars 30 June 2017

Land -

Building & Civil Construction 2.5%

Electrical Line Inst. 15%

Machineries 15%

Furniture & Fixture 15%

Computer 15%

Office Equipment 15%

Factory Equipments 15%

Computer Softwear 30%

Fire Equipment 10%

Vehicles 20%

3.02.3 Impairment of Assets

In accordance with the provision of BAS 36, the carrying amount of non-financial assets other than

inventories of the company involved in the manufacturing of the products. If any such indication exists, then

the asset’s recoverable amount is estimated and impairment losses are recognized in the statement of

comprehensive income. No such indication of impairment has been observed till the end of the period.

3.02.4 Disposal of fixed assets

An asset is derecognized on disposal or when no future economic benefits are expected from its use and

subsequent disposal. Gain or loss arising from the retirement or disposal of an asset is determined as the

difference between the net disposal proceeds and the carrying amount of the asset and is recognised as gain

or loss from disposal of asset under other income in the statement of comprehensive income. There was no

disposal of asset during the year.

3.03 Cash and Cash Equivalent

Cash and cash equivalents comprise cash on hand, demand deposits, and short term, highly liquid investments

that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes

in value.

3.04 Inventories

Inventories are measured at lower of cost and ex-factory net realizable value in compliance with “BAS 2:

Inventories”. The cost of inventories is based on weighted average principle and includes expenditure for

acquiring the inventories and bringing them to their existing location and condition. Net realizable value is

estimated upon selling price in the ordinary course of business less estimated cost of completion. When the

inventories are used, the carrying amounts of those inventories are recognized as expense in the year in which

the related revenue is recognized.

3.05 Events After the Reporting Period

In compliance with the requirements of “BAS-10: Events After the Reporting Period” that provide additional

information about the company’s position at the date of the financial position are reflected in the financial

statements and events after the reporting period that are not adjusting events are disclosed in the notes when

arise.

108

3.06 Statement of Cash Flows

The Statement of Cash Flows are prepared in accordance with Bangladesh Accounting Standards BAS-7,

Statement of Cash Flows and cash flows from the operating activities have been presented under direct

method considering the provision of paragraph 19 of BAS-7.

3.07 Related Party Disclosures

The company carried out a number of transactions with related parties in the normal course of business and

on arms’ length basis. The information as required by BAS 24: Related Party Disclosures has been disclosed

in a separate note (Note-32.00) to the accounts.

3.08 Earnings Per Share

The management calculates Earnings Per Share (EPS) in accordance with BAS-33, Earnings per share, which

has been shown on the face of Statement of Profit or Loss and Other Comprehensive Income; the same has

been calculated dividing surplus available for ordinary share holders by weighted average number of ordinary

shares outstanding at the end of the year (Note-25.00).

Basic earnings

This represents earnings for the year attributable to the ordinary shareholders. As there was no minority

interest or extra ordinary items, the net profit after tax for the period has been considered as fully attributable

to ordinary shareholders.

Basic earnings per share

This has been calculated by dividing profit or loss attributable to ordinary share holders of the entity by the

weighted average number of ordinary shares outstanding during the period.

Weighted Average Number of Ordinary Shares Outstanding

Computations of weighted average number of ordinary shares has been shown in note no. 25.01;

Diluted Earnings Per Share (DEPS)

Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and weighted

average number of ordinary shares outstanding, for the effect of all dilutive potential ordinary shares.

However, dilution of EPS is not applicable for these financial statements as there were no potential ordinary

shares during the relevant period.

3.09 Provisions

The preparation of financial statements in conformity with Bangladesh Accounting Standard BAS - 37

Provisions, Contingent Liabilities and Contingent Assets requires management to make estimates and

assumption that affect the reported amounts of revenues and expenses, assets and liabilities, and the disclosure

requirements for contingent assets and liabilities during and at the date of the financial statements.

In accordance with the guidelines as prescribed by BAS-37 provisions were recognized in the following

situations:

(a) when the company has an obligation (legal or constructive) as a result of past events;

(b) when it is probable that an outflow of resources embodying economic benefits will be required to settle

the obligation; and

(c) reliable estimates can be made of the amount of the obligation.

An appropriate level with regard to an adequate provision for risks and uncertainties has been shown in the

Statement of Financial Position. An amount recorded as a provision represents the best estimate of the

probable expenditure required to fulfill the current obligation on the date of Statement of Financial Position.

3.10 Contingent Liabilities and Assets

Contingent liabilities and assets are current or possible obligations or assets, arising from past events and

whose existence is due to the occurrence or non-occurrence of one or more uncertain future events which are

not within the control of the company. In accordance with BAS 37 Provisions, Contingent Liabilities and

Contingent Assets are disclosed in the notes to the financial statements when arise.

109

3.11 Income Tax

3.11.1 Current Tax

Current tax is the expected tax payable on the taxable income for the financial year, using tax rates enacted

or subsequently enacted after the reporting date and any adjustment to tax payable in respect of previous

years. Provision for taxation is calculated on the basis of applicable current tax rate and incompliance with

Finance Act. 2016.

3.11.2 Deferred Tax

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 tax recoverable in future years in respect of

deductible temporary differences arising between the carrying values of assets, liabilities, income and

expenditure and their respective tax based. Deferred tax assets and liabilities are measured using tax rated

and tax laws that have been enacted or subsequently enacted at the reporting date. The impact on the account

of changes in the deferred tax assets and liabilities for the period ended June 30, 2017 has been recognized in

the statement of profit or loss and other comprehensive income as per BAS 12 “Income Taxes”.

3.12 Employee Benefits

The company maintains defined benefit plan for its eligible permanent employees. The eligibility is

determined according to the terms and conditions set forth in the respective deeds.

The company has accounted for and disclosed employee benefits in compliance with the provisions of BAS

19: Employee Benefits.

The cost of employee benefit is charged off as revenue expenditure in the period to which the contributions

relate.

The company’s employee benefits include the following:

(i) Short Term Employee Benefits

Short-term employee benefits include wages, salaries, festival bonuses etc. Obligations for such benefits are

measured on an undiscounted basis and are expensed as the related service is provided.

Short-term employee benefits include wages, salaries, festival bonuses etc. Obligations for such benefits are

measured on an undiscounted basis and are expensed as the related service is provided.

(ii) Contribution to Workers’ Profit Participation and Welfare Funds

This represents 5% of net profit before tax, contributed by the company as per provisions of the Bangladesh

Labor (amendment) Act, 2013. The Company recognizes contribution to Workers Profit Participation and

Welfare Fund in the accounts from the year 2017. The fund transfer is under process and will be paid after

completion of necessary legal process.

3.13 Foreign Currency Translation

Foreign currency transactions are recorded at the applicable rates of exchange ruling at the transaction date

in accordance with BAS-21 (the Effects of changes in Foreign Exchange Rates). Foreign currency

transactions translated at the financial position date are charged/ credited to the statement of Profit or Loss

and Other Comprehensive Income whenever arise.

3.14 Segment Reporting

As required by BFRS-8 "Operating Segments", if an entity operates business activities that may earn revenues

or incur expenses, whose operating results are regularly reviewed by the chief operating decision maker and

for which discrete financial information is available

The company considers the operation on aggregate basis and manages the operations as a single operating

segment. Hence it is felt that such segment reporting is not required to be disclosed.

3.15 Financial Instruments

Non-derivative financial instruments comprise trade receivables, trade payables, cash and cash equivalents

and share capital.

Trade Receivables

Trade receivables are recognized initially at invoice value and subsequently measured at the remaining

amount less allowance for doubtful receivable at the year end, if any. Receivables from foreign currency

transactions are recognized in Bangladeshi Taka using exchange rates prevailing on the date of transaction.

110

Trade Payables

Liabilities are recorded at the amount payable for settlement in respect of goods and services received by the

company.

Cash and Cash Equivalents

Cash and cash equivalents consist of cash in hand and with banks on current and deposit accounts and short

term investments which are held and available for use by the company without any restriction. There is

insignificant risk of change in value of the same.

Share Capital

Ordinary shares are classified as equity. Incremental cost directly attributable to the issue of ordinary shares

are recognized as a deduction from equity net of any tax effect.

3.16 Financial Risk Management Policies

The company is exposed to normal business risks from changes in market interest rates and currency exchange

rates and from non-performance of contractual obligations by counterparties. The company does not hold or

issue derivative financial instruments for speculative or trading purposes.

Interest Rate Risk

Interest rate risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate

because of changes in market interest rates. The majority of the interest rate exposure arises from short and

long term borrowings from banks. The company has no significant risk of fluctuations in interest rates.

Foreign Currency Risk

The company is exposed to foreign currency risk relating to purchases and sales which are denominated in

foreign currencies. The company primarily utilizes forward exchange contracts with maturities of less than

one year to hedge such financial liabilities denominated in foreign currencies. The forward exchange contracts

entered into at the reporting date also relate to anticipated purchases, denominated in foreign currencies, for

the subsequent period.

Credit Risk

Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its

financial and contractual obligations to the company as and when they fall due.

Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis.

Credit evaluations are performed on all customers requiring credit over a certain amount. At the reporting

date there were no significant concentrations of credit risk. The maximum exposure to credit risk is

represented by the carrying amount of each financial asset in the statement of financial position. However,

due to the large number of parties comprising the group’s customer base, Management does not anticipate

material losses from its debt collection.

Liquidity Risk

The company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate

by management to finance the company operations and to mitigate the effects of fluctuations in cash flows.

Fair Values

The fair value is the amount for which an asset could be exchanged, or a liability settled, between

knowledgeable, willing parties in an arm’s length transaction.

The fair value of trade and other short-term receivables are taken to approximate their carrying value. The

fair value of financial assets and liabilities approximate their carrying value.

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Amount in Taka

FY (2016-2017) FY (2015-2016)

4.00 Property, Plant and Equipment :Tk. 235,940,700

Opening Balance (At Cost) 130,605,734 121,147,234

Add: Addition During the year 153,889,046 9,458,500

Total Assets Value at cost 284,494,780 130,605,734

Less: Accumulated Depreciation 48,554,081 38,479,593

Written Down Value as on 30 June 2017 235,940,700 92,126,141

Details shown in Schedule-A

5.00 Capital Work in Progress : Tk. 92,359,268

A. Construction of Building:

Opening Balance 62,721,631 11,350,192

Add: Addition During the year 39,216,832 56,450,339

101,938,463 67,800,531

Less: Transfer to Building & Construction 97,778,611 5,078,900

Closing Construction of Building 4,159,852 62,721,631

B. Plant & Machinery Addition during the year 88,199,416 -

Total (A+B) 92,359,268 62,721,631

The balance is representing the cost of factory building under construction. When it will be fully constructed

and available for use and also Plant & Machinery Addition during the year, when it will be fully installation

and available for use, it will be transferred to Property, Plant and Equipment as per BAS 16.

6.00 Inventories : Tk. 175,093,609

Raw Materials 19.01 91,904,111 69,893,749

Packing Materials 458,462 156,985

Store & Spare Parts 845,796 245,825

Work in process 19.00 48,695,620 37,101,220

Finished Goods 19.00 33,189,620 19,795,600

175,093,609 127,193,379

Details shown in Schedule-C, D & E

7.00 Accounts Receivable : Tk. 102,987,666

Name of Client & Purpose FY (2016-2017) FY (2015-2016)

Ava Development Society 5,620,490 5,109,536

Asian Enterprise 2,748,750 -

Grameen Shakti 5,037,631 6,618,102

Polli Bondhu 6,533,794 3,212,540

Green Housing & Energy Ltd 5,229,417 4,299,470

Shakti Foundation 2,530,500 -

IDF 6,918,670 6,289,700

MM Solar 5,099,034 5,817,304

Grameen Phone 4,156,790 3,778,900

Pacific Bangladesh Telecom Ltd 6,082,174 9,202,794

SDRS 4,038,500 5,845,890

BTCL 4,842,690 -

Action In Development 7,036,117 6,396,470

Surjer Alo 4,746,350 2,590,000

International Beverage Pvt. Ltd (IBPL) 668,950 4,244,500

Sun Homes Energy 6,809,550 6,190,500

Maria Battery & Charger 1,750,600 -

New Al Modina Auto House 1,250,000 -

New Sudoy Auto Parts 1,284,500 -

Sadia Battery House 1,785,600 -

112

Vai Vai Cycle Store 1,930,900 -

UBOMUS 7,604,898 3,106,191

TMSS 4,104,600 8,082,000

Others 5,177,161 1,138,186

Total 102,987,666 81,922,083

No amount has been due by the Directors, Managing Director, Manager & Other Officers of the company and

any of them severally or jointly with any other person.

Disclosure as per Schedule-XI, Part-I, of The Companies Act, 1994

Particulars June 30, 2017 June 30, 2016

Dues within six months 83,002,606 59,996,683

Dues over six months but below nine months 19,985,060 21,925,400

102,987,666 81,922,083

Particulars Taka Taka

i. Receivables considered good in respect of which the company

is fully secured - -

ii. Receivables considered good in respect of which the company

holds no security other than the debtor personal security 102,987,666 81,922,083

iii. Receivables considered doubtful or bad - -

iv. Receivables due by directors or other officers & staffs - -

v. Receivables due from companies under same management - -

vi. The maximum amount of receivable due by any director or

other officer of the company - -

Details shown in Schedule-B

8.00 Advance, Deposit & Prepayments : Tk.8,629,113

Advance Income Tax 8.01 3,547,648 2,284,337

Letter of Credit 158,425 34,400

Bank Guarantee 377,124 37,500

VAT Current A/c 4,545,916 5,455,039

8,629,113 7,811,276

8.01 Advance Income Tax : Tk. 3,547,648

Income Tax deduction at source -Opening 2,284,337 56,723,095

Add: Advance Income Tax during the year 1,263,311 2,284,337

3,547,648 59,007,432

Less: Adjustment during the year - 56,723,095

3,547,648 2,284,337

9.00 Cash and Cash Equivalents : Tk. 301,348

A. Cash in hand 102,650 -

B. Cash at Bank 198,698 439,449

CBL-CD/AC-3001 6,018 57,443

DBBL-14433 7,074 5,984

EBL-5348 33,086 272,941

MTBL (8969) 7,433 8,837

MTBL-2117 7,368 4,225

Meghna Bank-357 53,519 87,460

Mercantile Bank Ltd.-5202 25,553 54

IBBL-618 57,292 -

OBL (2007) 1,355 2,505

Total (A+B) 301,348 439,449

The Bank balance are in agreement with respective bank statement balances.

113

10.00

Share Capital : Tk. 369,920,000

Authorized Share Capital : Tk. 1,000,000,000

100,000,000 Ordinary Shares of Tk. 10/= each. 1,000,000,000 1,000,000,000

Issued, Subscribed, Called-up and Paid-up Share Capital : Tk. 369,920,000

36,992,000 Ordinary Shares of Tk. 10/-each. Paid-up 369,920,000 99,920,000

The shareholding position of the company are as under:

Names Percentage No. of

Shares Amount in Tk. Amount in Tk.

Md. Ansar Uddin 14.76% 5,460,000 54,600,000 54,600,000

Mrs. Umme Bushrah 7.27% 2,690,000 26,900,000 26,900,000

Energy Meter Company Ltd. 19.09% 7,062,808 70,628,080 18,000,000

Electro Solar Power Ltd. 0.03% 10,000 100,000 100,000

EM Power Ltd. 19.59% 7,247,192 72,471,920 100,000

Electro LED & Lights Ltd. 0.03% 10,000 100,000 100,000

Fahima Akter 0.00% 1,000 10,000 10,000

Mohammad Mostafizur Rahman 0.00% 1,000 10,000 10,000

Electro Mechanical Service Ltd. 0.03% 10,000 100,000 100,000

Ishtiaq Ahmed 0.14% 50,000 500,000 -

Nirzar Kanti De 0.05% 20,000 200,000 -

Md. Ali Hossain Prodhania 0.14% 50,000 500,000 -

Md. Saiful Islam Helaly 0.81% 300,000 3,000,000 -

Khan Md. Naim 0.27% 100,000 1,000,000 -

Md. Manarul Haque 0.27% 100,000 1,000,000 -

Apel Mahmud 0.14% 50,000 500,000 -

Mohammed Ishaque 0.14% 50,000 500,000 -

Syed Rafiqul Haq 0.81% 300,000 3,000,000 -

Habibullah Al Amin 0.05% 20,000 200,000 -

Sk. Md. Akramuzzaman 0.27% 100,000 1,000,000 -

Md. Toufiqur Rahman 0.14% 50,000 500,000 -

Md. Ahad Sumon 0.14% 50,000 500,000 -

Mohammad Rafiqul Islam 0.14% 50,000 500,000 -

MTB Capital Discretionary

Portfolio

Management

1.35% 500,000 5,000,000 -

Mohammad Fakhrul Alam 0.27% 100,000 1,000,000 -

Md. Iftekharul Amin 0.27% 100,000 1,000,000 -

Investment Corporation of

Bangladesh 21.63% 8,000,000 80,000,000 -

ABACI Investments Limited

Managers

Discretionary Account's

4.87% 1,800,000 18,000,000 -

Sapna Sen 0.14% 50,000 500,000 -

Mohammad Kamruzzaman 0.54% 200,000 2,000,000 -

Md. Abul Hossain Hasan 0.27% 100,000 1,000,000 -

Md. Asad Ullah 0.27% 100,000 1,000,000 -

MD.Nuruzzaman 0.14% 50,000 500,000 -

Badrul Haider Chowdhury 0.54% 200,000 2,000,000 -

Md. Abdul Hakim 0.27% 100,000 1,000,000 -

Md. Nazrul Islam 1.35% 500,000 5,000,000 -

Md. Ariful Islam 0.14% 50,000 500,000 -

Muhammad Faijunnur Chowdhury 0.07% 25,000 250,000 -

Fyzul Kabir 0.07% 25,000 250,000 -

Md. Taqui Akhter 0.14% 50,000 500,000 -

H. A Mamun 0.14% 50,000 500,000 -

114

Md. Sadiqur Rahman 0.14% 50,000 500,000 -

Khan Md. Naim 0.08% 30,000 300,000 -

Md. Nurul Islam 0.14% 50,000 500,000 -

Md. Rafiqul Islam 0.14% 50,000 500,000 -

Md. Zakir Hussain 0.14% 50,000 500,000 -

Obydur Rahman 0.08% 30,000 300,000 -

Maksuda Akter Santona 1.14% 420,000 4,200,000 -

Md. Masudur Rahman 0.27% 100,000 1,000,000 -

Md. Khurshedul Alam 0.14% 50,000 500,000 -

Faryal Hafsa Ahmed 0.27% 100,000 1,000,000 -

Md. Uzzal Hossain 0.22% 80,000 800,000 -

Ryan Enterprise 0.27% 100,000 1,000,000 -

Ferhana Nabi 0.27% 100,000 1,000,000 -

Total 100% 36,992,000 369,920,000 99,920,000

11.00 Retained Earnings : Tk. 64,250,701

Opening balance 14,117,519 80,547,612

Bonus Share issue - (80,000,000)

Net Profit During the year 50,133,182 37,597,596

Adjustment of under provision of tax - (24,027,689)

64,250,701 14,117,519

12.00 Long Term Loan : Tk. 2,521,126

Mercantile Bank 4,161,261 9,897,874

Meghna Bank - -

IDLC 5,301,046 7,162,866

Outstanding balance as on 30 June 2017 9,462,307 17,060,740

Less: Current Maturity of Long Term Loan 6,941,181 8,516,533

Mercantile Bank 4,161,261 5,736,613

Meghna Bank - -

IDLC 2,779,920 2,779,920

Long Term Loan (Non-current portion) 2,521,126 8,544,207

Interest payable on Long term loan is included in the current portion of Long term loan.

Above facility has been enjoyed against working capital sanctioned from Mercantile Bank Ltd., Mohakhali

Branch, Dhaka and Finance Company IDLC, Gulshan Branch.

Mercantile Bank Ltd.

Nature Term Loan

Sanction Limit 18,600,000

Purpose of Loan Machinery

Margin N/A

Rate of Interest 11%

Execution Date 4 Years

Mode of Adjustment Tk. 485,000 Per Month

IDLC

Nature Term Loan

Sanction Limit 8,400,000

Purpose of Loan Machinery

Margin N/A

Rate of Interest 14.50%

Execution Date 4 Years

Mode of Adjustment Tk. 231,660 Per Month

13.00 Share Money Deposit : Tk. 0

Energy Meter Company Ltd. - 52,628,081

EM Power Ltd. - 36,934,621

- 89,562,702

115

14.00 Deferred tax liability: Tk. 14,655,092

Opening balances 4,265,874 -

Add: Provision made during the year 10,389,217 4,265,874

Closing balances 14,655,092 4,265,874

Details shown in Schedule-G

15.00 Accounts Payable : Tk. 10,013,435

ARSHA Trade International 523,680 656,342

Panna Battery Ltd 5,639,958 11,570,250

Arafat Accessories 1,496,516 832,850

B.S Chemical Supply 452,860 881,888

Diamond Insulation Product 458,790 721,406

ESS Paper & Packaging 395,800 556,077

K. Rahman & Brothers 689,580 1,288,287

Ahamad Plastic 356,250 627,500

10,013,435 17,134,600

16.00 Short Term Borrowings : Tk. 103,224,333

LTR & Time Loan 16.02 14,642,096 19,115,919

Bank Overdraft 16.02 88,582,237 84,658,969

103,224,333 103,774,888

Nature Short Term Loan

Sanction Limit 76 Crore

Purpose of Loan Raw Materials Lc

Margin N/A


Execution Date -

Mode of Adjustment (6) Six Month

Sanction Limit 7 Concern At Mercantile Bank Ltd.. Its use any company or seven company.

Nature Short Term Loan

Sanction Limit 8.5 Crore

Purpose of Loan Raw Materials Lc

Margin N/A


Execution Date -

Mode of Adjustment (6) Six Month

Sanction Limit 7 Concern At Meghna Bank Ltd.. Its use any company or seven company.

16.01 LTR & Time Loan : Tk. 14,642,096.00

LTR-Mercantile Bank 517,096 528,417

LTR-Meghna Bank 14,125,000 18,587,502

14,642,096 19,115,919

16.02 Bank Over Draft : Tk. 88,582,237.00

Mercantile Bank Ltd. OD A/c 50727 67,260,953 64,059,970

Meghna Bank OD A/c-0030 21,321,284 20,598,999

88,582,237 84,658,969

17.00 Creditors & Accruals : Tk. 43,785,835

Liabilities for Expenses 17.01 2,481,585 2,035,357

Current Tax Payable 17.02 37,447,851 24,342,279

Liability for Workers Profit Participation

Fund (WPPF) 17.03 3,856,399 -

43,785,835 26,377,635

116

17.01 Liabilities for Expenses : Tk. 2,481,585

Telephone Bill 3,365 2,746

Electricity Bill 237,390 218,477

Salary & Wages 1,836,458 1,569,167

Internet Bill 4,386 3,987

Directors remuneration 165,000 -

Audit Fees with VAT 62,500 50,000

Office Rent 35,000 35,000

Others 137,487 155,980

2,481,585 2,035,357

17.02 Current Tax Payable : Tk. 37,447,851.29

Opening balance 24,342,279 41,881,700

Add: Adjustment of under

provision of tax - 24,027,689

Add: Charge for the year 16,605,572 15,978,985

40,947,851 81,888,374

Less: Tax Paid during the year 3,500,000 823,000

Less: Adjustment During the year - 56,723,095

37,447,851 24,342,279

Details shown in Schedule-F

17.03 Workers profit participation fund payable: Tk. 3,856,399

Opening balances - -

Add: Provision made during the year 22.00 3,856,399 -

3,856,399 -

Less: paid during the year - -

Closing balances 3,856,399 -

18.00 Revenue : Tk. 676,290,090 676,290,090 621,904,538

18.01 Product wise Revenue

Electro Solar Battery 179,586,000 250,959,900

Electro Industrial Battery 294,807,890 219,929,140

Electro VRLA Battery 57,890,500 58,049,538

Electro Automotive Battery 49,580,700 53,090,100

Electro Forklift Battery 37,050,700 39,875,860

Electro Easy Bike Battery 29,875,600 -

Electro Rickshaw Battery 27,498,700 -

Total 676,290,090 621,904,538

19.00 Cost of Goods Sold : Tk. 552,958,920

Raw materials consumed 19.01 539,148,069 502,686,445

Manufacturing Overhead 19.02 31,113,839 29,400,900

Depreciation (Schedule-A) 7,685,431 4,338,922

Cost of Manufacturing 577,947,340 536,426,267

Work in process- Opening 37,101,220 14,068,500

Work in process- Closing (48,695,620) (37,101,220)

Cost of goods Manufactured 566,352,940 513,393,547

Finished goods - Opening 19,795,600 15,300,000

Finished goods - Closing (33,189,620) (19,795,600)

552,958,920 508,897,947

19.01 Raw Materials : Tk. 539,148,069

Opening Balance 69,893,749 51,158,856

Add: Purchase during the year 561,158,431 521,421,338

Raw materials available for Production 631,052,180 572,580,194

Less: Closing balance 91,904,111 69,893,749

Consumption during the year 539,148,069 502,686,445

117

19.02 Manufacturing overhead : Tk. 31,113,839

Wages & Salary 12,739,491 11,795,825

Overtime 711,291 677,420

Fuel Expenses 2,538,942 2,418,040

Electric Bill 2,485,631 2,323,020

Packing Materials Consumption 1,245,862 1,125,465

Store & Spare Parts 2,035,803 1,854,895

Worker food expenses 4,655,447 4,843,755

Security Salary 673,750 612,500

Machinery maintenance 445,824 412,800

Bonus 1,871,100 1,782,000

LP Gas Expenses (Cylinder) 1,710,698 1,555,180

31,113,839 29,400,900

20.00 Administrative & Selling Expenses : Tk. 27,433,140

Administrative Expenses 20.01 12,539,468 10,795,740

Selling Expenses 20.02 14,893,672 13,567,178

27,433,140 24,362,918

20.01 Administrative Expenses

Staff Salary & Allowance 3,306,000 2,262,000

Staff Bonus 275,500 188,500

Directors remuneration 1,980,000 -

Board meeting fee 20,000 -

Entertainment 134,267 91,297

Telephone Bill 36,245 32,950

Mobile Bill 40,375 67,250

Internet Bill 52,635 47,850

Printing and Stationery 13,742 12,520

Postage 21,153 19,230

Conveyance 97,646 87,860

Power & Fuel 612,762 1,185,980

Audit Fee 62,500 50,000

Legal Advising Fees 81,532 10,000

Tours & Travels 106,570 74,120


Testing & Inspection 53,350 188,750

Newspaper & Periodicals 3,383 3,075

Advertisement 305,278 622,980

Medical & Medicine 512,647 205,060

Renewal & Registration 331,834 1,576,150

Repair & Maintenance 838,774 793,100

Fire Insurance 1,200,575 1,173,250

Car Insurance 624 567

Water and Sewerage 32,659 29,690

Office Rent 420,000 420,000

Depreciation (Schedule-A) 1,791,793 1,354,861

12,539,468 10,795,740

20.02 Selling Expenses : Tk. 14,893,672

Salaries and allowances 5,992,000 5,558,000

Festival Bonuses 499,333 463,167

Advertisement 68,617 45,128


Phone, Fax and Mobile Bill 511,416 461,441

Entertainment Expenses 370,311 357,390

Business development expenses 213,930 110,390

Load & Unload Expenses 1,923,652 1,877,865

Repair & Maintenance 645,624 291,765

Paper and periodicals 156,028 100,210

Delivery Expenses 1,804,073 1,776,430

Traveling Expenses 1,337,050 1,299,246

Printing & Stationery 508,436 451,140

118

Postage & Courier 55,858 33,006

Other Selling Expenses 54,656 198,933

Depreciation (Schedule-A) 597,264 451,620

14,893,672 13,567,178

21.00 Financial Expenses : Tk. 14,913,660

Bank Charge, Commission & Others 21.01 432,370 316,309

Interest on Bank & Other Finance 21.02 14,481,290 30,484,910

14,913,660 30,801,219

21.01 Bank Charge , Commission & Others : Tk. 432,370

Bank Charge & Commission 432,370 316,309

432,370 316,309

21.02 Interest on Bank & Other Finance : Tk. 14,481,290

Bank Interest 14,481,290 30,484,910

14,481,290 30,484,910

22.00 Workers Profit Participation Fund : Tk. 3,856,399

The Company provides 5% of its profit before Tax as WPPF in accordance with the Bangladesh Labor Act,

2006 (Amendments 2013).

Provision made during the period 3,856,399 -

3,856,399 -

23.00 Current Tax : Tk. 16,605,572

Income tax expenses for the year 16,605,572 15,978,985

Total provision for the period 16,605,572 15,978,985

24.00 Deferred Tax Expense : Tk. 10,389,217

Opening Deferred Tax Liability 4,265,874 -

Closing Deferred Tax Liability 14,655,092 4,265,874

Deferred Tax Expense/ (Income) 10,389,217 4,265,874

25.00 Earnings per Share: Tk. 2.07

Total Comprehensive Income for the Year 50,133,182 37,597,596

Weighted Average Number of Ordinary Shares (note-25.01) 24,237,802 9,179,501

Earnings per Share (EPS) 2.07 4.10

Earnings per Share (Restated) - 1.55

25.01 Weighted No. of Shares - -

For the year 30 June 2017

Particulars

No. of Share

Outstandin

g

Weight

Weighted

average no of

Share

Opening Shares 9,992,000

- 9,992,000

Share Allotment (Dated on

16/03/2017)** 8,956,270 (365/365) 8,956,270


16/03/2017) 18,043,730 (107/365) 5,289,532

Total 36,992,000 24,237,802

** Share money deposit from previous year.

119

For the year 30 June 2016

Particulars

No. of Share

Outstandin

g

Weight

Weighted

average no of

Share

Opening Shares 150,000

- 150,000


9/12/2015) 1,842,000 (204/265) 1,029,501

Bonus Shares 8,000,000

- 8,000,000

Total 9,992,000 9,179,501

26.00 Net Asset Value (NAV) Per Share

Share capital 369,920,000 99,920,000

Retained earnings 64,250,701 14,117,519

Total shareholders equity 434,170,701 114,037,519

No. of ordinary shares outstanding 36,992,000 9,992,000

Net asset value (NAV) per share 11.74 11.41

27.00 Net operating cash flows per share

Net cash flows from operating

activities 11,100,273 43,643,735

Weighted Average Number of Ordinary Shares (note-25.01) 24,237,802 9,179,501

Net operating cash flows (NOCF) per share 0.46 4.75

Net operating cash flows (NOCF) per share (Restated) - 1.80

FY (2016-2017) FY (2015-2016)

28.00 Production Capacity

The production capacity and utilization of its are as follows:

Particulars Quantity in Pcs.

Installed Capacity 190,000 180,000

Actual Production 148,602 135,574

Capacity Utilization (%) 78.21 75.32

29.00 No. of Employees

Total number of employees are as follows:

Particulars No. of Employees

Salary within Tk. 5,300 per month -

Salary range above Tk. 5,300 per month 160

Total 160

30.00 Quantity wise schedule of sales as required under Para 3, Schedule XI, Part II of the Companies Act

1994

Quantity wise schedule of sales, raw material consumed and opening and closing stock of finished goods

relating to the financial statements for the year ended 30 June 2017 as required under Para 3, Schedule XI,

Part II of the companies Act 1994 are given below:

(a) Sales

Particulars

30.06.2017 30.06.2016

Quantity Amount in

Taka Quantity Amount in Tk

Domestic Sales 145,697 676,290,090 133,784 621,904,538

Export Sales - - - -

Total - - - -

120

(b) Raw Materials Consumed in Quantities (kg) 30.06.2017 30.06.2016

Opening Stock 640,669 489,962

Add: Purchase during the year 8,644,597 8,049,395

Raw Material available for consumption 9,285,266 8,539,357

Less: Closing Stock 896,199 640,669

Raw Material Consumed 8,389,067 7,898,688

(C ) Particulars in respect of opening stock, sales and closing of finished goods:

Particulars

30.06.2017 30.06.2016

Qty in pcs Amount in

Tk Qty in pcs

Amount in Tk

Opening Stock 1,790 19,795,600 1,384 15,300,000

Closing Stock 2,905 33,189,620 1,790 19,795,600

Sales 145,697 676,290,090 133,784 621,904,538

(d) Particulars in respect of Opening Stock and Closing Stock of Inventories

Particulars

30.06.2017 30.06.2016

Qty in kg.pcs Amount in

Tk Qty in kg.pcs Amount in Tk

Raw Materials

896,199

539,148,069 640,669 502,686,445

Work in Process

176,968

48,695,620 135,788 37,101,220

Finished goods

2,905

33,189,620 1,790 19,795,600

31.00 Information as per requirement of Para 8, Schedule XI, Part II of the Companies Act 1994:

Disclosure under Para 8, Schedule XI, Part II of the companies Act 1994 are as under:

Particulars

FOB/CIF

Basis Value

(US Dollar)

Amount in

Taka

Import 69,113 5,529,040

Export - -

Disclosure as per requirement of Schedule XI, Part II, Para 8:

Raw materials, spare parts, packing materials and capital machinery:

Item

Purchase (BDT) Consumption

(BDT)

% of

consumption of

total purchase Import Local

Raw materials 5,529,040 546,938,291 539,148,069 97.58

Spare parts - 5,595,900 2,035,803 36.38

Packing materials - 3,095,200 1,245,862 40.25

Total 5,529,040 555,629,391 542,429,734 174.21

Value of export:

Particulars In foreign currencies (US$) In BDT

Export

Total

i) The company has not incurred any expenditure in foreign currencies for the period from 01 July 2016 to 30

June 2017 on account of royalty, know-how, professional fees, consultancy fees and interest;

ii) The company has not earned any foreign exchanges for royalty, know-how, professional fees, consultancy

fees and interest;

121

iii) The value of export represents for the period from 01 July 2016 to 30 June 2017.

Disclosure as per requirement of Schedule XI, Part II, Para 3:

Requirements under Condition No.

Compliance

status of

disclosure of

Schedule XI,

Part II, Para 3

3(i)(a) The turnover Complied

3 (i)(b) Commission paid to the selling agent Not Complied

3(i)(c ) Brokerage and discount on sales, other than the usual trade discount Not Complied

3(i)(d)(i) The value of the raw materials consumed, giving item wise as possible Complied

3(i)(d)(ii) The opening and closing stocks of goods produced Complied

3(i)(e) In the case of trading companies, the purchase made and the opening and

closing stocks Complied

3(i)(f) In the case of companies rendering or supplying services, the gross income

derived from services rendered or supplied Not Complied

3(i)(g) Opening and closing stocks, purchases and sales and consumption of raw

materials with value and quantity break-up for the company, which falls under one or

more categories i.e. manufacturing and/or trading

Complied

3(i)(h) In the case of other companies, the gross income derived under different heads Not Complied

3(i)(i) Work-in-progress, which have been completed at the commencement and at

the end of the accounting period Complied

3(i)(j) Provision for depreciation, renewals or diminution in value of fixed assets Complied

3(i)(k) Interest on the debenture paid or payable to the Managing Director, Managing

Agent and Manager Not Complied

3(i)(l) Charge of income tax and other taxation on profits Complied

3(i)(m) Revised for repayment of share capital and repayment of loans Complied

3(i)(n)(i) Amount set aside or proposed to be set aside, to reserve, but not including

provisions made to meet any specific liability, contingency or commitment, know to

exist at the date as at which the balance sheet is made up

Not Complied

3(i)(n)(ii) Amount withdrawn from above mentioned reserve

3(i)(o)(i) Amount set aside to provisions made for meeting specific liabilities,

contingencies of commitments Not Complied

3(i)(o)(ii) Amount withdrawn from above mentioned provisions, as no longer required Not Complied

3(i)(p) Expenditure incurred on each of the following items, separately for each item:

(i) Consumption of stores and spare parts (ii) Power and Fuel (iii) Rent (iv) Repairs

of Buildings (v) Repairs of Machinery (vi) (1) Salaries, wages and bonus (2)

Contribution to provident and other funds (3) Works men and staff welfare expenses

to the extent not adjusted from any previous provision or reserve.

Complied

Disclosure of Advances, Deposits and Pre-payments of Schedule XI of theCompanies Act, 1994: The details

break-up of Advances, Deposits and Pre-payments as per requirement of Schedule XI of the Companies Act,

1994 as stated below:

Particulars 30-06-2017 30-06-2016

Advances, Deposits and Pre-payments exceeding 6 months - -

Advances, Deposits and Pre-payments not exceeding 6 months 8,629,113 7,811,276

Other Advances, Deposits & Pre-payments less provission - -

Advances, Deposits and Pre-payments considered good and secured - -

Advances, Deposits and Pre-payments considered goods without

security 8,629,113 7,811,276

Advances, Deposits and Pre-payments considered doubtful or bad - -

Advances, Deposits and Pre payments due by Directors - -

Advances, Deposits and Pre-payments due by other officers (against

salary) - -

Advances, Deposits and Pre-payments due from copmpanies under same

management - -

Maximum Advances, Deposits & Pre-payments due by Directors - -

122

Maximum Advances, Deposits & Pre-payments due by Officers at any

time - -

32.00 Related Party Transaction

During the period the Company carried out a number of transactions with related parties in the normal course

of business on an arms' length basis. Names of those related parties, nature of those transactions and their

total value have been set out in accordance with the provisions of BAS-24: 'Related Party Disclosures' and

Para 4, Schedule X, Part II of the Companies Act 1994.

Name & Position Particulars

Transaction

during the

year /period

Outstanding as

on 30.06.2017

Outstanding as

on 30.06.2016

Mrs. Umme Bushrah

(Chairman)

Remuneration - - -

Board Meeting

fee 8,000 - -

Md. Ansar Uddin

(Managing Director)

Remuneration 1,980,000 165,000 -

Board Meeting

fee 8,000 - -

Md. Ansar Uddin (Director-

Represent by Energy Meter

Co. Ltd.)

Remuneration - - -

Board Meeting

fee - - -

Mr. Md. Rafique Ullah

(Director- Represent by


Bangladesh)

Remuneration - - -

Board Meeting

fee 4,000 - -

Md. Emad Uddin (Director-

Represent by Energy Meter

Co. Ltd.)

Remuneration - - -

Board Meeting

fee - - -

Istak Ahmmed (Independent

Director)

Remuneration -

Board Meeting

fee -

Total 2,000,000 165,000 -

Md. Ansar Uddin one of the Director (Represent by Energy Meter Co. Ltd.) has resigned from Directors panel

of ELECTRO BATTERY CO. LTD. dated on 25 July 2017 and his resignation has been granted in the Board

Meeting held on 02 June 2017. On the other hand, Md. Emad Uddin (Director- Represent by Energy Meter

Co. Ltd.) and Istak Ahmmed (Independent Director) have newly appointed on 25 July 2017 as per decision

of board director meeting held on 25 July 2017.

During the period from 01-07-2016 to 30-06-2017, there were 4 (Four) Board Meetings held. The attendance

status of all the meetings is as follows:

Name of Directors Designation No. of Meetings

Attended

Meeting Fee

(Taka)

Mrs. Umme Bushrah Chairman 4 8,000

Md. Ansar Uddin Managing Director 4 8,000

Md. Ansar Uddin Director- Represent by Energy

Meter Co. Ltd. 4 -

Mr. Md. Rafique Ullah

Director- Represent by


Bangladesh

2 4,000

Md. Emad Uddin Director- Represent by Energy

Meter Co. Ltd. - -

Istak Ahmmed Independent Director - -

Total 14 20,000

Transaction with Key Management Personnel of the entity:

a. Managerial Remuneration paid or payable during the year to the directors, including

managing directors, a managing agent or manager.

1,980,000

b. Expenses reimbursed to Managing Agent Nil

c. Commission or Remuneration payable separately to a managing agent or his associate Nil

123

d.

Commission received or receivable by the managing agent or his associate as selling

or buying agent of other concerns in respect of contracts entered into by such concerns

with the company.

Nil

e.

The money value of the contracts for the sale or purchase of goods and materials or

supply of services, entered into by the company with the managing agent or his

associate during the financial year.

Nil

f. Any other perquisite or benefits in cash or in kind stating, approximate money value

where applicable.

Nil

g. Other allowances and commission including guarantee commission Nil

h. Pensions etc.

(i) Pensions Nil

(ii) Gratuities Nil

(iii) Payments from a provident funds, in excess of own subscription and interest

thereon

Nil

i. Share Based payments Nil

As per BAS- 24:

An entity shall disclose key management personnel compensation in total and for each of the following

benefits:

(a) Short-term employee benefits 2,000,000

(b) Post-employee benefits Nil

(c) Other long term benefits Nil

(d) Termination benefits and Nil

(e) Share- based payment Nil

33.00 Capital Commitment

The company have no Capital Commitment at the reporting date.

124


Schedule of Property, Plant and Equipment

As at 30 June 2017

Schedule-A

(Amount in Taka)

Particulars

Opening

Balance as on

01.07.2016

Addition

during the year

Balance as on

30.06.2017

Dep.

Rate

Opening

Balance as on

01.07.2016

Dep. Charge

during the

year

Balance as on

30.06.2017

W.D V. as on

30.06.2017

Land 13,963,031 - 13,963,031 - - - - 13,963,031

Building & Civil Construction 44,496,945 97,778,611 142,275,556 - 3,720,344 1,630,531 5,350,875 136,924,681

Electrical Line Inst. 376,840 - 376,840 15% 244,719 19,818 264,537 112,303

Machineries 63,383,451 54,361,625 117,745,076 15% 31,450,174 7,508,073 38,958,247 78,786,829

Furniture & Fixture 2,982,142 - 2,982,142 15% 538,792 366,503 905,295 2,076,848

Computer 102,700 759,860 862,560 15% 63,682 53,344 117,026 745,534

Office Equipment 2,667,870 - 2,667,870 15% 926,948 261,138 1,188,086 1,479,784

Factory Equipments 2,456,750 - 2,456,750 15% 1,406,480 157,541 1,564,021 892,730

Computer Softwear 95,000 - 95,000 30% 73,992 6,302 80,294 14,706

Fire Equipment - 988,950 988,950 10% - 65,930 65,930 923,020

Vehicles 81,005 - 81,005 20% 54,462 5,309 59,771 21,234

Balance as on 30.06.2017 130,605,734 153,889,046 284,494,780 38,479,593 10,074,489 48,554,081 235,940,699

Balance as on 30.06.2016 121,147,234 9,458,500 130,605,734 32,334,190 6,145,403 38,479,593 92,126,141

Allocation of Depreciation:

Particulars Rate (%) Taka

Manufacturing overhead 76.29% 7,685,431

Administrative & Selling Expenses 17.78% 1,791,793

Selling Expenses 5.93% 597,264

Total 100% 10,074,489

125


Schedule of Accounts Receivable

As at 30 June 2017

Schedule-B

(Amount in Taka)

Sl# Name of the Customer Address Less than

6 months

Over

6 Months 30 June 2017 30 June 2016

1 Ava Development Society Gopalpur, Lalpur, Natore 5,620,490 - 5,620,490 5,109,536

2 Asian Enterprise House-17/1, Road-6, Block-A, Mirpur-10, Dhaka-1216 2,748,750 - 2,748,750 -

3 Grameen Shakti Grameen Bank Bhabon, Level-19,Mirpur, Dshaka-1216 5,037,631 - 5,037,631 6,618,102

4 Polli Bondhu Shatkhira 6,533,794 - 6,533,794 3,212,540

5 Green Housing & Energy Ltd H-16, 1st Floor, R-7, DIT Project, Merul Badda , Dhaka- 5,229,417 - 5,229,417 4,299,470

6 Shakti Foundation House No-266, Road-19, Floor-2nd, DOHS, Mohakhali,

Dhaka 2,530,500 - 2,530,500 -

7 IDF House-18, Road-5, Block-A, Mirpur-2, Dhaka-1216 6,711,110 207,560 6,918,670 6,289,700

8 MM Solar 20, Dilkusha C/A, 4th Floor, Dhaka-1000 5,099,034 - 5,099,034 5,817,304

9 Grameen Phone Gt House, Bashondarah Baridhara, Dhaka-1229 4,156,790 - 4,156,790 3,778,900

10 Pacific Bangladesh

Telecom Ltd Pacific Center, 14 Mohakhali C/A, Dhaka - 6,082,174 6,082,174 9,202,794

11 SDRS House-549, Road-10, Baitul Aman Housing Society,

Adabor, Dhaka-1207 4,038,500 - 4,038,500 5,845,890

12 BTCL Telegogagog Bhabon, 37/E, Eascasrton Garden , Dhaka 4,842,690 - 4,842,690 -

13 Action In Development Aidcomplex, Shatbaria, Jhenaidha 7,036,117 - 7,036,117 6,396,470

14 Surjer Alo Sherpur, Bogra 4,746,350 - 4,746,350 2,590,000

15 International Beverage

Pvt. Ltd (IBPL)

Cristal Palaze, 11 Floor, Plot-22, Road-140, Block-Se

(D), Gulshan-1, Dhaka-1212 668,950 - 668,950 4,244,500

16 Sun Homes Energy House-69, 1st Ans 3rd Floor, 7/A, Dhanmondi R/A,

Dhaka-1216 6,809,550 - 6,809,550 6,190,500

17 Maria Battery & Charger Epz Road, Ransa Cng Pump Oposite Side, H-8/1,

Ashulia, Savar, Dhaka 1,750,600 - 1,750,600 -

18 New Al Modina Auto House Charag Ali, Tongi, Gazipur, Dhaka 1,250,000 1,250,000 -

19 New Sudoy Auto Parts Ganda , Bus Stand, Savar, Dhaka 1,284,500 - 1,284,500 -

20 Sadia Battery House Sherepur Road, Coloni Bazar, Sherpur, Bogura 1,785,600 1,785,600 -

21 Vai Vai Cycle Store Chander Cona, Sirajgonj 1,930,900 - 1,930,900 -

22 UBOMUS House-4, Road-6, Block-C, Banani-Dhaka-1213 7,604,898 - 7,604,898 3,106,191

23 TMSS 631/5, Wesr Kazipara, Mirpur-10, Dhaka-1216 4,104,600 - 4,104,600 8,082,000

24 Others 5,177,161 - 5,177,161 1,138,186

Total 96,697,932 6,289,734 102,987,666 81,922,083

126


Quantity-wise break- up of Inventory

As at 30 June 2017

Raw materials: Schedule-C

Sl.

No. Items Name Quantity Rate

Opening Balance as

on 01.07.2016 Purchased Consumed/Used

Closing Balance as on

30.06.2017

Quantity

(Kg,

Bar, Pcs,

gm,

Feet,

Box, etc)

Amount

Quantity

(Kg, Bar,

Pcs, gm,

Feet,

Box, etc)

Amount

Quantity

(Kg, Bar,

Pcs, gm,

Feet,

Box, etc)

Amount

Quantity

(Kg,

Bar, Pcs,

gm,

Feet,

Box, etc)

Amount

1 Sulfuric Acid Can 2,400 1,620 3,888,000 2,502 6,004,800 2,902 6,964,800 1,220 2,928,000

2 Antimony Lead2.75% Bar 7,000 1,633 11,431,000 14,115 98,805,000 13,858 97,006,000 1,890 13,230,000

3 Battery Terminal Pcs/Per 15 13,400 201,000 230,500 3,457,500 226,600 3,399,000 17,300 259,500

4 Battery Container-N-50 Pcs 450 1,295 582,750 20,040 9,018,000 19,555 8,799,750 1,780 801,000

5 Battery Container-N-70 Pcs 470 1,220 573,400 11,700 5,499,000 11,933 5,608,416 987 463,984

6 Battery Container-N-100 Pcs 650 1,570 1,020,500 9,890 6,428,500 9,520 6,188,000 1,940 1,261,000

7 Battery Container-N-120 Pcs 670 1,470 984,900 2,100 1,407,000 1,658 1,110,860 1,912 1,281,040

8 Battery Container-N-150 (ES-100,EIP-150)EIP-130 Pcs 820 1,400 1,148,000 4,330 3,550,600 4,410 3,616,200 1,320 1,082,400

9 Battery Container-N-200(ES-130,EIP-165,EA-200) Pcs 910 2,230 2,029,300 1,720 1,565,200 2,983 2,714,348 967 880,152

10

Battery Forklift Container 2V BS19,685Ah

(157x158x520mm)PLT-BS19 Industrial-685AH

;Washer;Vent plug(Glass Container 300amp)

Pcs 790 733 579,070 3,143 2,482,970 2,733 2,158,691 1,143 903,349

11

EV-500(Carton)-EV-150

Containeইজিবাইক,Size:255x185x365mm;03PLY}Container

Industrial-400AH (Glass Container 400amp)

Pcs 550 1,210 665,500 22,100 12,155,000 22,030 12,116,500 1,280 704,000

12 Battery Carton - EIP-165 Pcs 45 1,930 86,850 28,470 1,281,150 27,350 1,230,750 3,050 137,250

13 Battery Carton - EIP-100(ES-80/90 Convart Carton ES-90) Pcs 38 1,570 59,660 31,047 1,179,786 30,637 1,164,206 1,980 75,240

14 Battery Carton-EIP-50 Pcs 28 990 27,720 13,850 387,800 13,595 380,660 1,245 34,860

15 Battery Carton - ES = 130 Pcs 38 1,020 38,760 18,745 712,310 14,285 542,830 5,480 208,240

16 Battery Carton - ES= 100 (N-150) Pcs 37 780 28,860 17,850 660,450 15,650 579,050 2,980 110,260

17 Battery CartonES=90;Forklift Container 2V BS17,485Ah(141x158x400mm) ES=80,EIP-100

Pcs 30 790 23,700 11,470 344,100 11,082 332,460 1,178 35,340

18 Battery Container Set NS-60 Pcs 490 1,180 578,200 15,780 7,732,200 15,482 7,586,180 1,478 724,220

19 Battery Carton - ES = 60 Pcs 28 770 21,560 20,780 581,840 20,349 569,766 1,201 33,634

20 Battery Carton - EIP=130 Pcs 39 980 38,220 12,745 497,055 12,336 481,104 1,389 54,171

21 Battery Carton - ES = 40 Pcs 28 885 24,780 11,745 328,860 11,416 319,648 1,214 33,992

22 Battery Container & Cover-NS-40 Pcs 450 1,400 630,000 10,680 4,806,000 10,206 4,592,700 1,874 843,300

23 Battery Insolution Board-N-50(EA-50)Styrofoam (Old

Type)/Cork Sheet Pcs 19 1,150 21,850 18,750 356,250 18,653 354,407 1,247 23,693

24 Battery Insolution Board-N-70(ES-40,EIP-50)/EB-90,Cork Sheet

Pcs 22 1,140 25,080 19,500 429,000 19,162 421,564 1,478 32,516

25 BatteryInsolution Board-N-100 (ES60)Styrofoam/Cork

Sheet Pcs 25 890 22,250 13,800 345,000 13,512 337,800 1,178 29,450

26 Battery Insolution Board-N-120(ES-80)ES=90; EIP-100/Cork Sheet

Pcs 25 80 2,000 12,780 319,500 12,735 318,380 125 3,120

127

27 Battery Insolution Board-N-150(ES100,EIP-150)/EIP-

130=Cork Sheet Pcs 28 980 27,440 17,450 488,600 17,116 479,248 1,314 36,792

28 Battery Insolution Board-N-200(ES130,EIP-165,EA-200)/Cork Sheet

Pcs 28 1,150 32,200 19,800 554,400 19,472 545,216 1,478 41,384

29 Barium Sulfate BaSO4#300(Pasting use) kg 700 700 490,000 11,700 8,190,000 11,411 7,987,700 989 692,300

30 Battery Carton EA-30(N-50)ES-15 Pcs 28 780 21,840 19,800 554,400 19,506 546,168 1,074 30,072

31 Bottom Bar N-50 (EA-30)Bottom Bar pc 5 24,000 120,000 478,900 2,394,500 470,160 2,350,800 32,740 163,700

32 Battery Washer Industrial Container Pcs 900 702 631,800 12,745 11,470,500 12,097 10,887,300 1,350 1,215,000

33 N=50 Insolution Board(EA30)N-50 Styrofoam (New

Type)Corck Shit Pcs 19 741 14,079 18,790 357,010 18,375 349,126 1,156 21,963

34 Battery Carton ES=80;Barrium Scale Battery;N-

120=ES=80 Pcs 28 780 21,840 16,800 470,400 16,363 458,170 1,217 34,070

35 Closing Stick=19&22Pin(Industrial)Cup Hock Iron 1-½

''Hook Cap&Copper Wire 24,30,31 no Pcs/Box/Kg 2 24,056 48,112 489,500 979,000 476,029 952,057 37,527 75,055

36 CMC (Gam for+Corckpowder use) kg 1,700 1,200 2,040,000 2,250 3,825,000 2,300 3,910,000 1,150 1,955,000

37 Cork Powder ; Corck Powder Gm/Pack/kg 560 1,500 840,000 3,065 1,716,400 2,225 1,246,000 2,340 1,310,400

38 Closing Stick; Strip PW50 (15 Pin)Fat 3 & Thin Pcs 2 37,400 74,800 540,845 1,081,690 539,845 1,079,690 38,400 76,800

39 CAUSTIC SODA kg 120 1,140 136,800 11,250 1,350,000 11,190 1,342,800 1,200 144,000

40 Ceramic Vent Plug(N-100,120,150,200)Ciramic Pcs 17 19,875 337,875 353,900 6,016,300 342,770 5,827,090 31,005 527,085

41 Ceramic Vent Plug(N-50)EA-30;Ciramic vent plug Pcs 15 21,400 321,000 362,120 5,431,800 354,820 5,322,300 28,700 430,500

42 Ceramic Vent Plug (N-70) &Cramic Pipe Pcs/Feet 14 11,080 155,120 312,965 4,381,510 306,760 4,294,643 17,285 241,987

43 Fiver Flock= 4m &3m EX- FIBER 3D x 6mm-3mm kg/Packed 980 300 294,000 4,100 4,018,000 3,932 3,853,360 468 458,640

44 Gray Oxide ; Grey Oxide kg 280 2,745 768,600 43,375 12,145,000 41,838 11,714,584 4,282 1,199,016

45

Gauntlet 120mm;Gun Let(Ganulet-Woven)Dia-

8mm,Inner,10.5mm;15 tubesx9.6mmHS

Code=8507.9090;Sorolep/Machine

Pcs 9 12,980 116,820 378,650 3,407,850 371,381 3,342,431 20,249 182,239

46 Gunnt Let 115mm Pcs 9 25,800 232,200 298,740 2,688,660 295,800 2,662,200 28,740 258,660

47 Gauntlet 105mm Ø8.0mm & 235mm Pcs 8 15,890 127,120 175,800 1,406,400 166,902 1,335,213 24,788 198,307

48 Gun Let 100mm gm 12 16,700 200,400 315,820 3,789,840 309,820 3,717,840 22,700 272,400

49 Gaunlet Seperator 325mm X 8.0mm Pcs 15 17,400 261,000 215,800 3,237,000 211,410 3,171,150 21,790 326,850

50 Gauntlet 85mm Pcs 8 19,800 158,400 325,740 2,605,920 327,040 2,616,320 18,500 148,000

51 Gauntlet (470mmX9.6mm)19Tubes;&21Pin PlurriTubular Bags

Pcs 13 12,800 166,400 178,900 2,325,700 171,732 2,232,516 19,968 259,584

52 Indolence-C(Sodium Lignin Vanilles)Type-N- Vanillex- N-

20kg bag kg 980 1,140 1,117,200 8,970 8,790,600 8,332 8,164,968 1,778 1,742,832

53 Industrial Glass Container-300&400Amp;(EI-200Amp)2V,200Ah@10HrDeep Cycle Battery;Heavy Duty

8 OPzS & Low ABS Maintenance

Pcs 990 885 876,150 4,550 4,504,500 4,054 4,013,856 1,381 1,366,794

54 Industrial GlassSAN Container1000amp&1540Am;Size:59Cmx26.5Cm)MELZO

Ip.8 OPzS 400amp(EI-300Amp)Size:13.5''x8''

Pcs 980 1,140 1,117,200 3,520 3,449,600 2,882 2,823,968 1,778 1,742,832

55 Industrial Battery Container Washer EPOXY 5880(In 05kg

Buckets)For Sealing Terminal Pcs/Pair/Kg 115 287 33,005 6,540 752,100 6,379 733,617 448 51,488

56 Parafin Oil Paraffin Oil(TK-88)PARAFFIN Oil litter 1,150 890 1,023,500 9,800 11,270,000 9,302 10,696,840 1,388 1,596,660

57 Pure Lead Bat/Bar/Ingots 270 7,500 2,025,000 62,080 16,761,600 57,880 15,627,600 11,700 3,159,000

58 Plate Solar VRLA Lead Calcium Positive Alloy)Yellow

Colour;Spien Mould Set Pcs 125 1,890 236,250 115,800 14,475,000 114,742 14,342,700 2,948 368,550

59 Plate Solar VRLA Lead CalciumNegative Alloy) Spien Mould Set

Pcs 125 2,015 251,875 62,580 7,822,500 61,452 7,681,450 3,143 392,925

128

60 Red Oxide Kg/Pcs 270 4,800 1,296,000 22,350 6,034,500 19,662 5,308,740 7,488 2,021,760

61 Separator(136mm)PE Separator (Leaf Type)Spec:136(H)x

156(W)x1.20mm;135mm,Pocked Sample; Devider Pcs 8 21,800 174,400 124,700 997,600 123,800 990,400 22,700 181,600

62 PE Separator 345mm (196w x1.20m,0.25) 800Pcs; For

AutoBattery&Indistrial (SP:133x158x1.25) Pcs 8 12,800 102,400 112,400 899,200 111,500 892,000 13,700 109,600

63 Side Pack - 03mm Pcs 5 19,740 98,700 96,400 482,000 93,540 467,700 22,600 113,000

64 Separator 126mm,(H)x156(W)x1.20mm Pcs 5 12,700 63,500 97,860 489,300 92,600 463,000 17,960 89,800

65 PE Separator 495(H)1.2m;Screw Driver-Flate 9''14''18'('Toyo-32x150mm)(--) 12''(495(HI220W )1.2m

Pcs 18 11,650 209,700 170,890 3,076,020 165,140 2,972,520 17,400 313,200

66 Separator 108mm(Leaf Type)Spec:108(H)x

156(W)x1.20mm;3840Pcs Pcs 8 12,500 100,000 166,900 1,335,200 161,200 1,289,600 18,200 145,600

67 Sodium Laurel Loylel Sulphat SLS Formasion kg/Bag 1,700 105 178,500 1,150 1,955,000 1,091 1,855,040 164 278,460

68 SODA (Sodium Carbonet Hand Wash) kg 80 1,170 93,600 19,500 1,560,000 18,845 1,507,584 1,825 146,016

69 Battery Carton EI-150(IGC-300) Pcs 22 1,180 25,960 21,380 470,360 20,247 445,438 2,313 50,882

70 Battery Carton EI-200(IGC-400) Pcs 30 1,145 34,350 20,300 609,000 19,201 576,024 2,244 67,326

71 Insolution Board EI-150(EA-300)Styrofoam Pcs 28 1,270 35,560 18,450 516,600 17,231 482,462 2,489 69,698

72 Insolution Board EI-200(EA-400)Styrofoam Pcs 30 1,140 34,200 27,360 820,800 26,266 787,968 2,234 67,032

73 Industrial Glass Container(SN 420)With Cover 240(Size:18''x6.1''6OPzS)

Pcs 1,280 1,120 1,433,600 16,900 21,632,000 16,070 20,569,600 1,950 2,496,000

74 Industrial Glass Container(SN 490)With Cover

378(Size:18''x8''7OPzS) ABS-SAN Pcs 1,380 1,397 1,927,860 6,250 8,625,000 4,909 6,774,254 2,738 3,778,606

75

Industrial Glass Container(SN 770)With Cover;EI-

800(02V;800Ah@10Hr)Size:18''x9.9'' VASO 11 OPZS 770

SAN DIN 40736(D.32 2F)With Cover

Pcs 1,560 624 973,440 10,000 15,600,000 9,401 14,665,498 1,223 1,907,942

76 Battery Carton EA-70 Pcs 18 890 16,020 18,000 324,000 17,146 308,621 1,744 31,399

77 Battery Carton EA-100 Pcs 22 789 17,358 17,500 385,000 16,743 368,336 1,546 34,022

78 Battery Carton EA-120(21 Plate)Automotive Pcs 25 780 19,500 13,850 346,250 13,101 327,530 1,529 38,220



81 Industrial Glass Container 2000Ah Pcs 1,850 560 1,036,000 1,590 2,941,500 1,562 2,889,700 588 1,087,800

82 Industrial Glass Container 1200Ah Pcs 1,680 260 436,800 2,390 4,015,200 2,140 3,595,872 510 856,128

83 Industrial Glass Container 1000Ah Pcs 1,450 1,050 1,522,500 7,350 10,657,500 6,385 9,258,250 2,015 2,921,750

84 Industrial Glass Container 800Ah Pcs 1,290 515 664,350 13,420 17,311,800 12,926 16,674,024 1,009 1,302,126

85 Industrial Glass Container 600Ah Pcs 1,180 216 254,880 8,900 10,502,000 7,987 9,424,235 1,129 1,332,645

86 Industrial Glass Container 400Ah Pcs 870 400 348,000 8,740 7,603,800 8,356 7,269,720 784 682,080

87 Industrial Glass Container 300Ah Pcs 770 1,120 862,400 7,400 5,698,000 6,325 4,870,096 2,195 1,690,304

88 Industrial Glass Container 200Ah Pcs 680 1,080 734,400 5,870 3,991,600 4,833 3,286,576 2,117 1,439,424

89 EV-15 Auto Container,EIP-100(N-100) Pcs 580 1,830 1,061,400 2,480 1,438,400 742 430,476 3,567.80 2,069,324

90 Eajey Bick Battery Carton EB-90,N-70 Pcs 15 980 14,700 40,890 613,350 39,949 599,238 1,921 28,812

91 PVC Separator(133*149*2.00mm) With Glass Mate(E-

Baick)Brick Red Pcs 15 9,800 147,000 90,870 1,363,050 81,462 1,221,930 19,208 288,120

92 Auto Pocket Separator (Local) Pcs 5 7,000 35,000 40,800 204,000 34,080 170,400 13,720 68,600

93 Gauntlet 235mm Pcs 8 22,050 176,400 180,700 1,445,600 171,500 1,372,000 31,250 250,000

94 Separator 255mm,Model-200,300&400(Leaf

Type)Spec:108(H)x 156(W)x1.20mm;3840Pcs,2208pcs Pcs 9 18,950 170,550 287,090 2,583,810 278,630 2,507,670 27,410 246,690

95 Separator 495mm,Model-500,600from1600,2000 Pcs 15 18,900 283,500 115,800 1,737,000 108,920 1,633,800 25,780 386,700

96 PE Separator (195 x700m X1.2x0.4)Roll IND Type Roll 6 130,000 14 1,820,000 65 8,450,000 62 8,060,000 17 2,210,000

97 PE Separator (158 x700m X1.2x0.4)Roll IND Type Roll 180,000 28 5,040,000 35 6,300,000 45 8,100,000 18 3,240,000

129

98 PE Separator (158 x 900m X 0.8x0.3)Roll IND Type Roll 118,000 16 1,888,000 168 19,824,000 154 18,172,000 30 3,540,000

99 PE Separator (115 x 850m X 1.0x0.3)Roll IND Type Roll 115,000 10 1,150,000 135 15,525,000 127 14,605,000 18 2,070,000

100 GM Separator(148 x 1100m X 0.3)Roll IND Type Roll 116,800 40 4,672,000 228 26,630,400 238 27,798,400 30 3,504,000

101 AGM Separator (285mm*70mm*1.5mm,3.5gm)Cutting Oil 85Grade

Pc 25 11,679 291,975 220,780 5,519,500 209,568 5,239,204 22,891 572,271

102 Container E-Bike EV-150()Powder Battery Pc 460 500 230,000 890 409,400 410 188,600 980 450,800

103 Closing Stick 21জিন(Spin)ই-জিবাইকE-Bick Pc/Kg 3 22,800 68,400 248,500 745,500 241,150 723,450 30,150 90,450

104 GunLet [email protected] dia 22 Spines/21Spin (E-Bick)180mm Lockl

pc 6 14,750 88,500 220,800 1,324,800 206,640 1,239,840 28,910 173,460

105 EB-50(NS-60)Cork Sheet & Insulation Board Pc/Kg 13 780 10,140 17,800 231,400 17,051 221,666 1,529 19,874

106 PVC Leaf Separators 195*158*1.0mm&0.7m(For Easy Bike

EB-165,EV-150)198*158*0.7mm Pcs 11 10,920 120,120 129,800 1,427,800 119,317 1,312,485 21,403 235,435

107 GunLet 180mmØ6.2mm dia 21 Spines/22Spin (E-Bick)180mm Lockal

Pcs 9 11,360 102,240 238,700 2,148,300 227,794 2,050,150 22,266 200,390

108 EV-150 Container EB-165 &190Ah,E-Bike Pcs 560 556 311,360 8,900 4,984,000 8,027 4,495,254 1,429 800,106

109 NS-60 Container (EB-50) Pcs,27 320 522 167,040 11,448 3,663,360 8,947 2,863,002 3,023 967,398

110 Separator(140*114*1.40m)Leaf Spec:5.5(H)x 4.5(W)x1.40mm,PE Pocket With Glass

Mat(135x122x1.00mm)

Pcs 5 22,500 112,498 128,955 644,775 124,441 622,205 27,014 135,070

111 Carton EB-50 (NS-60) Pcs 15 1,171 17,565 12,500 187,500 12,421 186,315 1,250 18,750

112 Vent Plug NS-60(EA-50)Plastic Vent Plug Pcs

7 18,200 127,397 106,086 742,605 111,726 782,086 12,560 87,915

Total 640,669 69,893,749 8,644,597 561,158,431 8,389,067 539,148,069 896,199 91,904,111


Details of Inventories

As at 30 June 2017

Finished goods: Schedule-D

Battery Type

Opening Balance as on 01.07.2016 Closing Balance as on 30.06.2017

Quantity Amount in Tk. Quantity Amount in Tk.

EIP-100 12 84,624 26 183,352

EIP-130 90 826,560 100 918,400

EIP-165 30 332,100 45 498,150

EIP-200 8 106,272 12 159,408

ES-20 16 38,704 6 14,514

EA-30 8 23,616 2 5,904

ES-40 2 5,629 18 50,665

ES-60 120 590,400 180 885,600

ES-80 97 476,076 158 775,464

ES-90 113 908,068 169 1,358,084

ES-100 80 549,107 120 823,661

ES-130 50 441,720 75 662,580

EA-50 80 242,128 120 363,192

130

EA-70 45 161,964 69 248,345

EA-100 54 265,032 81 397,548

EA-120 29 145,890 49 246,504

EA-150 11 109,846 18 179,748

EA-200 18 128,099 27 192,148

EI-1600 106 5,493,657 138 7,372,502

EI-1540 19 298,888 29 456,198

EI-1200 14 551,040 21 826,560

EI-990 4 129,888 66 2,143,152

EI-880 7 202,048 15 432,960

EI-800 8 209,920 12 314,880

EI-770 78 1,969,968 117 2,627,421

EI-500 24 393,600 36 590,400

EI-400 14 80,164 21 120,246

EI-300 78 376,380 117 564,570

EI-250 89 729,800 134 1,098,800

EI-200 74 332,926 111 499,389

EI-150 20 98,400 64 314,880

FB-685 50 913,950 165 3,016,035

EV-500 11 79,182 175 1,259,720

EV-400 112 571,592 168 857,388

EV-300 36 398,520 54 597,780

EVG-500 10 184,500 15 276,750

EVG-400 36 531,360 54 797,040

EB-50 38 74,353 2 3,913

EB-90 12 38,331 18 57,497

EB-65/70s 35 143,500 11 45,100

FB-685/485 20 258,840 39 504,738

EB-165 14 112,504 21 168,756

EB-190 14 119,392 21 179,088

GNZ-200 4 67,060 6 100,590 Total 1,790 19,795,600 2,905 33,189,620

131


Quantity-wise break- up of Inventory

As at 30 June 2017

Schedule-E

Work in Process

Items Name

Opening Balance as on 01.07.2016 Closing Balance as on 30.06.2017

Quantity (Kg, Bar,

Pcs, gm, Feet, Box, etc)

Amount in

Taka

Quantity (Kg, Bar,

Pcs, gm, Feet, Box,

etc)

Amount in

Taka

Sulfuric Acid 373 615,450 377 622,050

Antimony Lead2.75% 666 3,663,000 637 3,503,500

Battery Terminal 988 14,820 989 14,835

Battery Container-N-50 3,024 36,288 3,025 36,300

Battery Container-N-70 333 116,550 339 118,650

Battery Container-N-100 3,780 56,700 3,774 56,610

Battery Container-N-120 659 230,650 665 232,750

Battery Container-N-150 (ES-100,EIP-150)EIP-130 33 13,860 39 16,380

Battery Container-N-200(ES-130,EIP-165,EA-200) 45 24,750 51 28,050

Battery Forklift Container 2V BS19,685Ah (157x158x520mm)PLT-BS19 Industrial-

685AH ;Washer; Vent plug(Glass Container 300amp) 336 211,680 342 215,460

EV-500(Carton)-EV-150 Containeইজিবাইক,Size:255x185x365mm;03PLY}Container

Industrial-400AH (Glass Container 400amp) 633 455,760 639 460,080

Battery Carton - EIP-165 546 485,940 552 491,280

Battery Carton - EIP-100(ES-80/90 Convert Carton ES-90) 166 124,500 172 129,000

Battery Carton-EIP-50 336 151,200 342 153,900

Battery Carton - ES = 130 8,820 308,700 8,826 308,910

Battery Carton - ES= 100 (N-150) 8,064 258,048 8,070 258,240

Battery Carton ES=90;Forklift Container 2V BS17,485Ah(141x158x400mm) ES=80,EIP-

100 7,056 197,568 7,062 197,736

132

Battery Container Set NS-60 8,064 258,048 8,070 258,240

Battery Carton - ES = 60 8,064 258,048 8,070 258,240

Battery Carton - EIP=130 7,056 197,568 7,062 197,736

Battery Carton - ES = 40 693 311,850 699 314,550

Battery Container & Cover-NS-40 7,056 197,568 7,062 197,736

Battery Insulation Board-N-50(EA-50)Styrofoam (Old Type)/Cork Sheet 366 11,712 372 11,904

Battery Insulation Board-N-70(ES-40,EIP-50)/EB-90,Cork Sheet 7,056 197,568 7,062 197,736

Battery Insulation Board-N-100 (ES60)Styrofoam/Cork Sheet 6,336 2,851,200 6,342 2,853,900

Battery Insulation Board-N-120(ES-80)ES=90; EIP-100/Cork Sheet 37,806 567,090 37,812 567,180

Battery Insulation Board-N-150(ES100,EIP-150)/EIP-130=Cork Sheet 4,536 81,648 4,542 81,756

Battery Insulation Board-N-200(ES130,EIP-165,EA-200)/Cork Sheet 5,544 121,968 5,550 122,100

Barium Sulfate BaSO4#300(Pasting use) 6,300 157,500 6,306 157,650

Battery Carton EA-30(N-50)ES-15 6,300 157,500 6,306 157,650

Bottom Bar N-50 (EA-30)Bottom Bar 7,056 197,568 7,062 197,736

Battery Washer Industrial Container 1,183 828,100 1,189 832,300

N=50 Insulation Board(EA30)N-50 Styrofoam (New Type)Corck Shit 7,056 197,568 7,062 197,736

Battery Carton ES=80;Barrium Scale Battery;N-120=ES=80 50,466 100,932 50,472 100,944

Closing Stick=19&22Pin(Industrial)Cup Hock Iron 1-½ ''Hook Cap & Copper Wire

24,30,31 no 666 466,200 672 470,400

CMC (Gam for+ Corck powder use) 3,024 36,288 3,030 36,360

Cork Powder ; Corck Powder 7,056 197,568 7,062 197,736

Closing Stick; Strip PW50 (15 Pin)Fat 3 & Thin 33 11,550 39 13,650

CAUSTIC SODA 9,576 19,152 9,582 19,164

Ceramic Vent Plug(N-100,120,150,200) Ciramic 33 23,100 39 27,300

Ceramic Vent Plug(N-50)EA-30;Ciramic vent plug 1,265 189,750 1,271 190,650

Ceramic Vent Plug (N-70) & Cramic Pipe 504 1,008 510 1,020

Fiver Flock= 4m &3m EX- FIBER 3D x 6mm-3mm 2,016 16,128 2,022 16,176

Gray Oxide ; Grey Oxide 6,644 3,720,640 6,650 3,724,000

Gauntlet 120mm;Gun Let (Ganulet-Woven)Dia-8mm,Inner,10.5mm;15 tubesx9.6mmHS

Code=8507.9090;Sorolep/Machine 776 62,080 782 62,560

Gunnt Let 115mm 786 62,880 792 63,360

Gauntlet 105mm Ø8.0mm & 235mm 666 213,120 672 215,040

Gun Let 100mm 656 45,920 662 46,340

Gaunlet Separator 325mm X 8.0mm 886 79,740 892 80,280

Gauntlet 85mm 2,268 20,412 2,274 20,466

Gauntlet (470mmX9.6mm)19Tubes;&21Pin Plurri Tubular Bags 2,016 16,128 2,022 16,176

Indolence-C(Sodium Lignin Vanilles) Type-N- Vanillex- N-20kg bag 2,016 16,128 2,022 16,176

Industrial Glass Container-300&400Amp;(EI-200Amp)2V,200Ah@10HrDeep Cycle

Battery; Heavy Duty 8 OPzS & Low ABS Maintenance 44 6,600 50 7,500

133

Industrial Glass SAN Container1000amp&1540Am;Size:59Cmx26.5Cm) MELZO Ip.8

OPzS 400amp(EI-300Amp)Size:13.5''x8'' 44 28,600 50 32,500

Industrial Battery Container Washer EPOXY 5880(In 05kg Buckets)For Sealing Terminal 945 207,900 951 209,220

Parafin Oil Paraffin Oil(TK-88)PARAFFIN Oil 2,016 16,128 2,022 16,176

Pure Lead 2,016 16,128 2,022 16,176

Plate Solar VRLA Lead Calcium Positive Alloy)Yellow Colour; Spien Mould Set 2,016 16,128 2,022 16,176

Plate Solar VRLA Lead Calcium Negative Alloy) Spien Mould Set 1,384 6,920 1,390 6,950

Red Oxide 44 352 50 400

Separator(136mm)PE Separator (Leaf Type)Spec:136(H)x

156(W)x1.20mm;135mm,Pocked Sample; Devider 1,260 6,300 1,266 6,330

PE Separator 345mm(196w x1.20m,0.25) 800Pcs;For Auto Battery & Indistrial

(SP:133x158x1.25) 65 5,850 71 6,390

Side Pack - 03mm 3,024 36,288 3,030 36,360

Separator 126mm,(H)x156(W)x1.20mm 64 51,200 70 56,000

PE Separator 495(H)1.2m;Screw Driver-Flate 9''14''18'('Toyo-32x150mm)(--)

12''(495(HI220W )1.2m 1,386 900,900 1,392 904,800

Separator 108mm(Leaf Type)Spec:108(H)x 156(W)x1.20mm;3840Pcs 44 352 50 400

Sodium Laurel Loylel Sulphat SLS Formasion 2,268 20,412 2,534 22,806

SODA (Sodium Carbonet Hand Wash) 96 73,920 762 586,740

Battery Carton EI-150(IGC-300) 66 50,820 835 642,950

Battery Carton EI-200(IGC-400) 69 9,936 935 134,640

Insolution Board EI-150(EA-300)Styrofoam 120 78,000 786 510,900

Insolution Board EI-200(EA-400)Styrofoam 44 41,800 710 674,500

Industrial Glass Container(SN 420)With Cover 240(Size:18''x6.1''6OPzS) 96 94,080 102 99,960

Industrial Glass Container(SN 490)With Cover 378(Size:18''x8''7OPzS) ABS-SAN 3,780 56,700 3,786 56,790

Industrial Glass Container(SN 770)With Cover;EI-800(02V;800Ah@10Hr)Size:18''x9.9''

VASO 11 OPZS 770 SAN DIN 40736(D.32 2F)With Cover 945 453,600 951 456,480

Battery Carton EA-70 10,080 403,200 10,086 403,440

Battery Carton EA-100 1,250 187,500 1,256 188,400

Battery Carton EA-120(21 Plate)Automotive 665 399,000 671 402,600

Battery Carton EA-150(25 Plate)Automotive 333 216,450 339 220,350

Battery Carton EA-200(29 Plate)Automotive 2,268 20,412 2,274 20,466

Industrial Glass Container 2000Ah 77 29,260 83 31,540

Industrial Glass Container 1200Ah 15,120 907,200 15,126 907,560






134


EV-15 Auto Container,EIP-100(N-100) 756 162,540 762 163,830

Eajey Bick Battery Carton EB-90,N-70 366 43,920 372 44,640

PVC Separator(133*149*2.00mm) With Glass Mate(E-Baick)Brick Red 5,486 685,750 5,752 719,000

Auto Pocket Separator (Local) 3,335 416,875 3,341 417,625

Gauntlet 235mm 995 149,250 1,001 150,150

Separator 255mm,Model-200,300&400(Leaf Type)Spec:108(H)x

156(W)x1.20mm;3840Pcs,2208pcs 1,386 304,920 1,392 306,240

Separator 495mm,Model-500,600from1600,2000 2,016 16,128 2,022 16,176

PE Separator (195 x700m X1.2x0.4)Roll IND Type 2,016 16,128 2,022 16,176

PE Separator (158 x700m X1.2x0.4)Roll IND Type 1,260 6,300 1,266 6,330

PE Separator (158 x 900m X 0.8x0.3)Roll IND Type 2,079 457,380 2,199 483,780

PE Separator (115 x 850m X 1.0x0.3)Roll IND Type 945 170,100 951 171,180

GM Separator(148 x 1100m X 0.3)Roll IND Type 1,260 6,300 1,260 6,300

AGM Separator (285mm*70mm*1.5mm,3.5gm)Cutting Oil 85Grade 698 62,820 7,364 662,760

Container E-Bike EV-150()Powder Battery 3,780 56,700 3,780 56,700

Closing Stick 21জিন(Spin)ই-জিবাইকE-Bick 4,530 81,540 4,530 81,540

GunLet [email protected] dia 22 Spines/21Spin (E-Bick)180mm Lockl 201 1,608 201 1,608

EB-50(NS-60)Cork Sheet & Insulation Board 5,040 100,800 5,040 100,800

PVC Leaf Separators 195*158*1.0mm&0.7m(For Easy Bike EB-165,EV-

150)198*158*0.7mm 6,666 5,666,100 6,666 5,666,100

GunLet 180mmØ6.2mm dia 21 Spines/22Spin (E-Bick)180mm Lockal 30,244 362,928 30,242 362,905

EV-150 Container EB-165 &190Ah,E-Bike 1,923 3,269,100 7,025 11,941,009

NS-60 Container (EB-50) 666 53,280 729 58,320

Separator(140*114*1.40m)Leaf Spec:5.5(H)x 4.5(W)x1.40mm,PE Pocket With Glass

Mat(135x122x1.00mm) 6,039 905,865 6,039 905,850

Carton EB-50 (NS-60) 2,268 20,412 2,268 20,412

Vent Plug NS-60(EA-50)Plastic Vent Plug 98 14,700 104 15,600

Total 391,865 37,101,220 408,472 48,695,620

135


Income Tax Liabilities

as at 30 June 2017

Annexure-F


30 June 2017 30 June 2016

Computation of Taxable Income

IY: 2016-2017

AY: 2017-2018

Accounting Profit before other Income and Tax 77,127,971 57,842,454

Add: Other Inadmissible Allowances

Accounting Depreciation 10,074,489 6,145,403

Provision for WPPF 3,856,399 -

Less: Items for Separate Consideration

Depreciation as per 3rd Schedule 43,614,366 18,333,615

Payment for WPPF ( Previous) - -

Total Taxable Income 47,444,493 45,654,242

Rate 35% 35%

A. Tax on Total Taxable Income 16,605,572 15,978,985

Other Income - -

Rate 35% 35%

B. Tax from Other Income - -

Total Tax Expenses (A+B) 16,605,572 15,978,985

136


Deferred Tax Calculation

as at 30 June 2017

Schedule-G

Deferred tax assets/liability recognized in accordance with the provision of BAS's-12, is arrived as follows:

(Amount in Taka)


30 June 2017 30 June 2016

Opening Balance 4,265,874 -

Deferred Tax Liability /(Assets) as on 30 June 2017 14,655,092 4,265,874

Increase/(Decrease) of Deferred Tax Liability 10,389,217 4,265,874

Particulars Carrying Amount on

Balance Sheet date (Taka)

Tax Base

(Taka)

Temporary

Differences

(Taka)

At 30 June 2017

Property, Plant & Equipment (excluding land), Annexure-F 235,940,699 190,212,610 45,728,089

Addition during the period - - -

Temporary difference for lease Assets - - -

Liability to Employees (3,856,399) - (3,856,399)

Net temporary difference 232,084,300 190,212,610 41,871,690

Applicable Tax rate 35%

Deferred Tax Liability/(Asset) 14,655,092

At 30 June 2016

Fixed Assets (At Cost less Accumulated Depreciation)-Excluding Land 92,126,141 79,937,929 12,188,212

Temporary difference for lease Assets - - -

Liability to Employees - - -

137

Net temporary difference 92,126,141 79,937,929 12,188,212

Applicable Tax Rate 35%

Deferred Tax Liability/(Asset) 4,265,874

138

(c) Selected ratios as specified in Annexure-D: Electro Battery Company Limited

Statement of Ratio Analysis

The following Ratios have been calculated by the management based on audited financial statements of Electro Battery Company Limited for the year ended 30 June 2017, 30 June 2016, 30 June 2015, 30 June 2014 and 30 June 2013. Selected Ratio as specified in rule 4(1)(d) Annexure D of the Securities and Exchange Commission (Public Issue) Rules, 2015.

Particulars June 30, 2017 June 30, 2016 June 30, 2015 June 30, 2014 June 30, 2013

Result Result Result Result Result

I. Liquidity Ratios:

(i) Current Ratio (Times) Current Assets/

1.75 0.92 0.98 1.03 0.96 Current Liability

(ii) Quick Ratio (Times) (Current Assets - Inventory)/

0.68 0.38 0.68 0.68 0.56 Current Liability

II. Operating Ratios:

(i) Accounts Receivable Turnover Ratio Sales/

7.31 7.21 7.09 6.26 14.13 Average Receivables

(ii) Inventory Turnover Ratio (Times) Cost of Goods Sold/

3.66 4.90 5.59 3.69 4.24 Average Inventory

(iii) Assets Turnover Ratio (Times) Sales/

1.37 1.69 1.67 1.34 1.91 Average Total Assets

III. Profitability Ratios:

(i) Gross Margin Ratio (%) Gross Profit/

18.24% 18.17% 18.16% 19.83% 21.02% Sales

(ii) Operating Income Ratio (%) Operating Profit/

13.96% 14.22% 14.15% 14.14% 15.73% Sales

(iii) Net Income Ratio (%) Profit after Tax/

7.41% 6.05% 5.53% 4.15% 4.75% Sales

(iv) Return on Assets Ratio (%) Profit after Tax/

10.15% 10.24% 9.23% 5.58% 9.09% Average Total Assets

(v) Return on Equity Ratio (%) Profit after Tax/

18.29% 38.35% 44.84% 35.49% 64.23% Shareholders' Equity

(vi) Basic Earnings Per Share (BEPS) Profit after Tax/

2.07 1.55 1.24 0.65 0.96 No. of Shares

(vii) EBITDA Margin EBITDA/

15.67% 15.24% 15.15% 15.66% 17.10% Net Sales

IV. Solvency Ratios:

(i) Debt to total Assets Ratio Total Debt/

0.18 0.32 0.47 0.54 0.75 Total Assets

(ii) Debt to Equity Ratio (Times) Long Term Debt/

4.26 2.88 2.26 1.54 1.93 Total Share Holders equity

(iii) Times Interest Earned Ratio (Times) Operating Profit/

6.43 2.88 2.51 1.82 1.93 Net Interest Expenses

(iv) Debt Service Coverage Ratio Net Operating Profit/

0.01 0.15 0.16 0.32 0.61 Total Debt Service

V. Cash Flow:

(i) Net Operating Cash Flow per Share Net Operating Cash Flow/

0.46 4.75 40.39 54.94 (72.05) No.of Shares Outstanding

(ii) Net Operating Cash Flow per Share/ EPS Net Operating Cash Flow per Share/

0.22 3.07 32.58 84.97 (74.85) EPS

139

We have examined the calculation procedure of the above ratios of Electro Battery Company Limited for the year ended 30 June 2017, 30 June 2016, 30 June 2015, 30 June 2014 and 30 June 2013 and no material deviation

found in the result.

The details calculation is presented in Annexure-A

Sd/-

Dated: 12 October 2017 AHMAD & AKTAR



June 30,

2017

June 30,

2016

June 30,

2015

June 30,

2014

June 30,

2013

Calculation Calculation Calculation Calculation Calculation Result Result Result Result Result


(i) Current Ratio Current Assets/ 287,011,736 217,366,187 262,225,004 228,037,160 205,509,709

1.75 0.92 0.98 1.03 0.96 Current Liability 163,964,785 236,849,826 266,939,484 220,388,918 213,782,867

(ii) Quick Ratio (Current Assets - Inventory)/ 111,918,127 90,172,808 181,697,648 149,371,237 120,427,341

0.68 0.38 0.68 0.68 0.56 Current Liability 163,964,785 236,849,826 266,939,484 220,388,918 213,782,867


(i) Accounts Receivable

Turnover Ratio (Times)

Sales/ 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

7.31 7.21 7.09 6.26 14.13 Average Accounts

Receivables 92,454,874 86,257,309 76,632,369 60,241,179 34,781,317

(ii) Inventory Turnover Ratio

(Times)

Cost of Goods Sold/ 552,958,920 508,897,947 444,695,721 302,466,351 388,061,654 3.66 4.90 5.59 3.69 4.24

Average Inventory 151,143,494 103,860,368 79,596,640 81,874,146 91,552,611

(iii) Assets Turnover Ratio (Times)

Sales/ 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674 1.37 1.69 1.67 1.34 1.91

Average Total Assets 493,762,831 367,301,099 325,736,356 280,689,909 256,773,346


(i) Gross Margin Ratio (%) Gross Profit/ 123,331,170 113,006,591 98,664,337 74,823,377 103,280,020

18.24% 18.17% 18.16% 19.83% 21.02% Sales 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

(ii) Operating Income Ratio (%)

Operating Profit/ 94,434,012 88,438,673 76,882,370 53,352,683 77,306,208 13.96% 14.22% 14.15% 14.14% 15.73%

Sales 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

(iii) Net Income Ratio (%) Net profit after Tax/ 50,133,182 37,597,596 30,051,339 15,672,344 23,331,505

7.41% 6.05% 5.53% 4.15% 4.75% Sales 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

(iv) Return on Assets Ratio

(%)

Net profit after Tax/ 50,133,182 37,597,595 30,051,339 15,672,344 23,331,505 10.15% 10.24% 9.23% 5.58% 9.09%

Average Total Assets 493,762,831 367,301,099 325,736,356 280,689,909 256,773,346

(v) Return on Equity Ratio (%) Net profit after Tax/ 50,133,182 37,597,595 30,051,339 15,672,344 23,331,505

18.29% 38.35% 44.84% 35.49% 64.23% Average Shareholders' Equity 274,104,110 98,042,565 67,021,942 44,160,100 36,323,928

(vi) Earnings Per Share

(BEPS)

Profit after Tax/ 50,133,182 37,597,596 30,051,339 15,672,344 23,331,505 2.07 1.55 1.24 0.65 0.96

No.of Shares Outstanding 24,237,802 24,237,802 24,237,802 24,237,802 24,237,802

(vii) EBITDA Margin EBITDA/ 105,972,520 94,789,077 82,325,345 59,091,009 83,996,304

15.67% 15.24% 15.15% 15.66% 17.10% Sales 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

IV. Coverage Ratios:

(i) Debt to total Assets Ratio Total Debt/ 112,686,640 120,835,628 171,330,215 157,343,934 204,713,937

0.18 0.32 0.47 0.54 0.75 Total Assets 615,311,704 372,213,959 362,388,240 289,084,471 272,295,346

(ii) Debt Service Coverage

Ratio

Net Operating Profit/ 95,898,031 88,643,674 76,882,370 53,352,683 77,306,208 4.26 2.88 2.26 1.54 1.93

Total Debt Service 22,512,093 30,801,219 33,947,677 34,730,654 39,975,800

(iii) Times Interest Earned Ratio (Times)

Operating Profit/ 95,898,031 88,643,674 76,882,370 53,352,683 77,306,208 6.43 2.88 2.51 1.82 1.93

Interest Expenses 14,913,660 30,801,219 30,649,541 29,241,384 39,975,800

(iv) Debt to Equity Ratio Long Term Debt/ 2,521,126 17,060,740 13,401,145 16,699,281 22,188,551

0.01 0.15 0.16 0.32 0.61 Share Holders equity 434,170,701 114,037,519 82,047,611 51,996,272 36,323,928

140

V. Cash Flow:

(i) Net Operating Cash Flow per

Share

Net Operating Cash Flow/ 11,100,273 43,643,736 6,058,967 8,241,415 (10,806,976)

0.46 4.75 40.39 54.94 (72.05) No.of weighted average

Shares 24,237,802 9,179,501 150,000 150,000 150,000

(ii) Net Operating Cash Flow

per Share/EPS

Net Operating Cash Flow per

Share/ 0.46 4.75 40.39 54.94 (72.05)

0.22 3.07 32.58 84.97 (74.85) EPS 2.07 1.55 1.24 0.65 0.96

Comparison with the industry average ratio of same periods:

Particulars

Ratio

Remark/Explanation Electro Battery Company Ltd.

30.06.2017

Industry Average**

31.03.2017


(i) Current Ratio 1.75 1.12 EBCL's Ratio is better than the industry average.

(ii) Quick Ratio 0.68 0.40 EBCL's Ratio is better than the industry average.


(i) Accounts Receivable Turnover Ratio 7.31 19.28 EBCL's Ratio is satisfactory with the industry average.

(ii) Inventory Turnover Ratio 3.66 2.81 EBCL's Ratio is better than the industry average.

(iii) Assets Turnover Ratio 1.37 0.57 EBCL's Ratio is better than the industry average.


(i) Gross Margin Ratio (%) 18.24% 19.28% EBCL's Ratio is satisfactory with the industry average.

(ii) Operating Income Ratio (%) 13.96% 7.93% EBCL's Ratio is better than the industry average.

(iii) Net Income Ratio (%) 7.41% 5.52% EBCL's Ratio is better than the industry average.

(iv) Return on Assets Ratio (%) 10.15% 3.13% EBCL's Ratio is better than the industry average.

(v) Return on Equity Ratio (%) 18.29% 4.17% EBCL's Ratio is better than the industry average.

(vi) Basic Earnings Per Share (BEPS) 2.07 1.83 EBCL's Ratio is better than the industry average.

(vii) EBITDA Margin 15.67% 18.04% EBCL's Ratio is satisfactory with the industry average


(i) Debt to total Assets Ratio 0.18 0.19 EBCL's Ratio is better than the industry average.

(ii) Debt to Equity Ratio 4.26 4.26 EBCL's Ratio is better than the industry average.

(iii) Times Interest Earned Ratio (Times) 6.43 4.43 EBCL's Ratio is better than the industry average.

(iv) Debt Service Coverage Ratio 0.01 0.01 EBCL's Ratio is better than the industry average.

V. Cash Flow:

(i) Net Operating Cash Flow per Share 0.46 1.28 EBCL's Ratio is satisfactory as Net Operating Cash Flow is positive.

(ii) NOCFPS to EPS Ratio 0.22 0.70 EBCL's Ratio is satisfactory with the industry average.

** The Industry average ratio is calculated by using the ratio of one listed similar companies namely, Quasem Drycell Ltd. for the year ended March 31, 2017 as we have not found

same period data (Source: Third quarter Financial Statements).

N.B: For wider range of data, we communicate with Bangladesh Bureau of Statistics and Bangladesh Bank. But, we were informed that none of them maintain such ratio with regard

to industry concern

141

Particulars

Ratio


30.06.2016

Industry Average**

30.06.2016


(i) Current Ratio 0.92 1.06 EBCL's Ratio is better than the industry average.












(vi) Basic Earnings Per Share (BEPS) 1.55 1.84 EBCL's Ratio is satisfactory with the industry average.

(vii) EBITDA Margin 15.24% 15.03% EBCL's Ratio is better than the industry average.


(i) Debt to total Assets Ratio 0.32 0.18 EBCL's Ratio is satisfactory with the industry average.

(ii) Debt to Equity Ratio 2.88 2.48 EBCL's Ratio is satisfactory with the industry average.


(iv) Debt Service Coverage Ratio 0.15 0.01 EBCL's Ratio is better than the industry average.

V. Cash Flow:


(ii) NOCFPS to EPS Ratio 3.07 1.32 EBCL's Ratio is satisfactory with the industry average

** The Industry average ratio is calculated by using the ratio of one listed similar companies namely, Quasem Drycell Ltd. for the year ended June 30, 2016 (Source: Source: Annual

Report).

142

Particulars

Ratio


30.06.2015

Industry Average**

30.06.2015


(i) Current Ratio 0.98 1.05 EBCL's Ratio is satisfactory with the industry average.













(vii) EBITDA Margin 15.15% 18.06% EBCL's Ratio is satisfactory with the industry average.


(i) Debt to total Assets Ratio 0.47 0.18 EBCL's Ratio is better than the industry average

(ii) Debt to Equity Ratio 2.26 0.97 EBCL's Ratio is better than the industry average


(iv) Debt Service Coverage Ratio 0.16 0.97 EBCL's Ratio is satisfactory with the industry average.

V. Cash Flow:




Report).

143

Particulars

Ratio


30.06.2014

Industry Average**

30.06.2014






(ii) Inventory Turnover Ratio 3.69 3.87 EBCL's Ratio is satisfactory with the industry average.

(iii) Assets Turnover Ratio 1.34 0.78 EBCL's Ratio is satisfactory with the industry average.








(vii) EBITDA Margin 15.66% 17.09% EBCL's Ratio is same as the industry average.



(ii) Debt to Equity Ratio 1.54 0.95 EBCL's Ratio is satisfactory with the industry average.


(iv) Debt Service Coverage Ratio 0.32 .90 EBCL's Ratio is satisfactory with the industry average.

V. Cash Flow:




Report).

144

Particulars

Ratio


30.06.2013

Industry Average**

30.06.2013



(ii) Quick Ratio 0.56 0.40 EBCL's Ratio is satisfactory with the industry average.






(i) Gross Margin Ratio (%) 21.02% 17.27% EBCL's Ratio is better than the industry average.






(vii) EBITDA Margin 17.10% 16.03% EBCL's Ratio is satisfactory with the industry average.



(ii) Debt to Equity Ratio 1.93 0.95 EBCL's Ratio is better than the industry average.


(iv) Debt Service Coverage Ratio 0.61 3.17 EBCL's Ratio is satisfactory with the industry average.

V. Cash Flow:

(i) Net Operating Cash Flow per Share -72.05 3.65 EBCL's Ratio is negative as Net Operating Cash Flow is negative.

(ii) NOCFPS to EPS Ratio -74.85 3.11 EBCL's Ratio is negative as Net Operating Cash Flow is negative.


Report).

145

(d) Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the . The report shall include comparative income statements and balance

sheet and aforementioned ratios for immediate preceding five accounting years of the issuer. If the issuer has been in commercial operation for less than five years, the

above mentioned inclusion and submission will have to be made for the period since commercial operation:


Auditors' report in pursuance of section 135(1) under Para 24(1) of Part-II of the Third Schedule of the Companies Act, 1994

As required under section 135(1), Para 24(1), Part II of the Third Schedule of Companies Act 1994, we appended below the following financial information of Electro Batter

Company Limited for the year ended 30 June 2017 and 30 June 2016 audited by us, 30 June 2015, 30 June 2014 & 30 June 2013 audited by Mohammad Ata Karim & Co. , Chartered

Accountants.

1. Electro Battery Company Limited was incorporated on November 24, 2008.

2. The Operating results of the company over the last 5 years operation is as follows:

A) Statement of Financial Position:

Assets and Properties June 30, 2017 June 30, 2016 June 30, 2015 June 30, 2014 June 30, 2013

Taka Taka Taka Taka Taka

Non-current assets 328,299,968 154,847,772 100,163,236 61,047,311 66,785,637

Property, Plant & Equipment 235,940,700 92,126,141 88,813,044 61,047,311 66,785,637

Capital Work in Progress 92,359,268 62,721,631 11,350,192 - -

Current assets: 287,011,736 217,366,187 262,225,004 228,037,160 205,509,709

Inventories 175,093,609 127,193,379 80,527,356 78,665,923 85,082,368

Accounts Receivable 102,987,666 81,922,083 90,592,535 62,672,204 57,810,154

Advance, Deposit and Prepayments 8,629,113 7,811,276 67,879,495 59,708,613 38,837,411

Investment - - 23,021,500 23,021,500 23,021,500

Cash and Cash Equivalents 301,348 439,449 204,118 3,968,920 758,276

Total Assets 615,311,704 372,213,959 362,388,240 289,084,471 272,295,346

Shareholder's Equity and Liabilities

Shareholder's Equity 434,170,701 114,037,519 82,047,611 51,996,272 36,323,928

Share Capital 369,920,000 99,920,000 1,500,000 1,500,000 1,500,000


Non-current Liabilities 17,176,218 21,326,614 13,401,145 16,699,281 22,188,551

Long Term Loan 2,521,126 17,060,740 13,401,145 16,699,281 22,188,551

Deferred tax liability 14,655,092 4,265,874 - - -

Current Liabilities 163,964,785 236,849,826 266,939,484 220,388,918 213,782,867

Accounts Payable 10,013,435 17,134,600 1,798,060 8,920,288 8,700,000



Creditors & Accruals 43,785,836 26,377,637 44,124,272 27,924,746 22,330,630

Advance Deposit against sales - 560,000 226,850


Total shareholders' equity and liabilities 615,311,704 372,213,959 362,388,240 289,084,471 272,295,346

Net Asset Value (NPV) per share 11.74 11.41 546.98 346.64 242.16

146

B. Statement of Operating Result:



Revenue 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

Less: Cost of goods sold 552,958,920 508,897,947 444,695,721 302,466,351 388,061,654

Gross Profit 123,331,170 113,006,591 98,664,337 74,823,377 103,280,020


Administrative & Selling Expenses 27,433,140 24,362,918 21,781,967 21,470,694 25,973,812

Profit from Operation 95,898,031 88,643,674 76,882,370 53,352,683 77,306,208


Net profit before charging WPPF for the period 80,984,371 57,842,455 46,232,829 24,111,299 37,330,408




Current Tax 16,605,573 15,978,985 16,181,490 8,438,955 13,998,903

Deferred Tax 10,389,217 4,265,874 - - -


Earnings per Share (Restated) 2.07 1.55 1.24 0.65 0.96

Earnings per Share(fully diluted-Restated) 1.36 1.02 0.81 0.42 0.63

C) Dividend declared:



Cash dividend % - - - - -

Stock dividend % - - 5,333.33 - -

D) Electro Battery Company Limited was incorporated on September 18, 2005 vide registration number C-59061(1067)/05 as a private limited company under the Companies Act,

1994. The Company was converted into a Public Ltd Company on February 14, 2016 under the Companies Act, 1994.

E) The Company started its commercial operation in 18 February 2009.

F) The Company has no Subsidiary company.

G) No proceeds or part of the proceeds of the issue of shares would be applied directly by the company in the purchase of any business.

H) The Company prepared accounts for the year ended June 30, 2017

I) Figures related to previous years have been rearranged wherever considered necessary.

Sd/-

Dated: 12 October 2017 AHMAD & AKTAR


147

(e) Financial spread sheet analysis for the latest audited financial statements:

Electro Battery Company Ltd

Statement of Financial Position

As at June 30, 2017

Particulars Amount Percentage on Total

Asset Grand Percentage

ASSETS

Non Current Assets 328,299,968 53.36%

Property, Plant & Equipment 235,940,700 38.34%

Land 13,963,031 2.27%

Building & Civil Construction 136,924,681 22.25%

Electrical Line Inst. 112,303 0.02%

Machineries 78,786,829 12.80%

Furniture & Fixture 2,076,848 0.34%

Computer 745,534 0.12%

Office Equipment 1,479,784 0.24%

Factory Equipments 892,730 0.15%

Computer Softwear 14,706 0.00%

Fire Equipment 923,020 0.15%

Vehicles 21,234 0.00%

Capital Work in Progress 92,359,268 15.01%

Capital Work in Progress 92,359,268 15.01%

Current Assets 287,011,736 46.64%

Inventories 175,093,609 28.46%

Raw Materials 91,904,111 14.94%

Packing Materials 458,462 0.07%

Store & Spare Parts 845,796 0.14%

Work in process 48,695,620 7.91%

Finished Goods 33,189,620 5.39%

Accounts Receivable 102,987,666 16.74%

Accounts Receivable 102,987,666 16.74%

Advance, Deposit and Prepayments 8,629,113 1.40%

Advance Income Tax 3,547,648 0.58%

Letter of Credit 158,425 0.03%

Bank Guarantee 377,124 0.06%

VAT Current A/c 4,545,916 0.74%

Cash and Cash Equivalents 301,348 0.05%

Total Assets 615,311,704 100.00%

SHAREHOLDERS' EQUITY AND LIABILITIES

Shareholders' Equity 434,170,701 70.56%

Share Capital 369,920,000 60.12%

Retained Earnings 64,250,701 10.44%

Non-Current Liabilities 17,176,218 2.79%

Long Term Loan 2,521,126 0.41%

Deferred tax liability 14,655,092 2.38%

Current Liabilities 163,964,786 26.65%

Accounts Payable 10,013,435 1.63%

Current Maturity of Long Term Loan 6,941,181 1.13%

Share Money Deposit - 0.00%

Short Term Borrowings 103,224,333 16.78%

Creditors & Accruals 43,785,835 7.12%

Liabilities for Expenses 2,481,585 0.40%

Telephone Bill 3,365 0.00%

Electricity Bill 237,390 0.04%

Salary & Wages 1,836,458 0.30%

Internet Bill 4,386 0.00%

Directors remuneration 165,000 0.03%

Audit Fees with VAT 62,500 0.01%

Office Rent 35,000 0.01%

Others 137,487 0.02%

Current Tax Payable 37,447,851 6.09%

Liability for Workers Profit Participation

Fund (WPPF) 3,856,399 0.63%

Total Shareholders' Equity and Liabilities 615,311,704 100.00%

148

Electro Battery Company Ltd

Statement of profit or loss & other comprehensive income

For the year ended June 30, 2017

Particulars For the year ended

June 30, 2017

Percentage on total

revenue Grand percentage

Revenue 676,290,090 100.00%

Less: Cost of goods sold 552,958,920 81.76%

Raw materials consumed 539,148,069 79.72%

Manufacturing Overhead 38,799,271 5.74%

577,947,340

Add: Work in process- Opening 37,101,220

Less: Work in process- Closing 48,695,620

Cost of goods Manufactured 566,352,940 83.74%

Add: Finished goods - Opening 19,795,600

Cost of Goods available for Sale 586,148,540 86.67%

Less: Finished goods - Closing 33,189,620

Cost of goods sold 552,958,920 81.76%

Gross Profit 123,331,170 18.24%

Operating Expenses 27,433,140 4.06%

Administrative Expenses 12,539,468 1.85%

Selling Expenses 14,893,672 2.20%

Profit from Operation 95,898,031 14.18%

Financial Expenses 14,913,660 2.21%

Net profit before charging WPPF for the period 80,984,371 11.97%

Less: Contribution to WPPF 3,856,399 0.57%

Profit before Income Tax 77,127,972 11.40%

Income tax Expenses 26,994,789

Current Tax 16,605,572 2.46%

Deferred Tax 10,389,217 1.54%

Net Profit after Tax 50,133,182 7.41%

149

(f) Earnings per Share (EPS) on fully diluted basis (with the total existing number of shares) in addition to the weighted average number of shares basis. Future projected Net Income should not be considered while calculating the weighted average EPS:


Net profit after Tax 50,133,182

Total existing number of Share 36,992,000

Weighted average number of Share 24,237,802

Earnings per Share (EPS) considering existing no. of shares 1.36

Earnings per Share (EPS) considering weighted average no. of shares 2.07

Calculation of weighted average number of share

Particulars No. of Share Outstanding Weight Weighted average

no of Share

Opening Shares 9,992,000 - 9,992,000

Share Allotment (Dated on 16/03/2017)** 8,956,270 (365/365) 8,956,270

Share Allotment (Dated on 16/03/2017) 18,043,730 (107/365) 5,289,532

36,992,000 24,237,802

(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 before tax 77,127,971

Less: Extra-ordinary income or non-recurring income -

Net profit before tax except other income 77,127,971

Less: Current tax 16,605,572

Less: Deferred tax 10,389,217

Net profit after tax except other income 50,133,182

Total existing number of Share 36,992,000

Weighted average number of Share 24,237,802

Earnings per Share (EPS) considering existing no. of shares 1.36

Earnings per Share (EPS) considering weighted average no. of shares 2.07

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

This information is not applicable for us.

(i) Net asset value (with and without considering revaluation surplus or reserve) per unit of the securities being offered at the date of the latest audited statement of financial position.


Share Capital 369,920,000

Retained Earnings 64,250,701

Total Shareholders' Equity 434,170,701

Total Number of ordinary shares 36,992,000

Net Assets Value (NAV) at BDT 10.00 per share 11.74

(j) The Commission may require the issuer to re-audit the audited financial statements, if any deficiency or anomaly is found in the financial statements. In such a case, cost of audit should be borne by the concerned issuer.

This information is not applicable for us.

150

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

auditors: - (i) Statement of long term and short term borrowings including borrowing from related party or connected persons with rate of interest and interest paid or accrued:

Certification on Statement of Long Term and Short Term Borrowings Including Borrowing from Related Party

or Connected Persons with rate of interest paid/accrued

After due verification, we certify that the Long Term and Short Term Borrowings Including Borrowing from Related

Party or Connected Persons of Electro Battery Company Limited for the last five years made up as follows:

For the year ended June 30, 2017

Name of the

Parties

Nature of

Relationship

Nature of

Borrowings

Balance as on 30

June 2017 (BDT)

Interest

Rate (%)

Interest Paid

(BDT)

Interest

Accrued

(BDT)

Mercantile Bank Lender Long Term 4,161,261 11% 214,303

No

outstanding

balance of

interest for

the period

Meghna Bank Lender Long Term - - -

IDLC Lender Long Term 5,301,046 14.50% 17,65,907

Sub Total 9,462,307 19,80,210

Mercantile Bank Lender Short Term 6,77,78,049 12% 86,04,751

Meghna Bank Lender Short Term 3,54,46,284 13% 38,96,329

Sub Total 10,32,24,333 1,25,01,080

Grand Total 11,26,86,640 1,44,81,290

For the Year ended June30, 2016

Name of the Parties Nature of

Relationship

Nature of

Borrowings

Balance as on

30 June 2016

(BDT)

Interest

Rate (%)

Interest Paid

(BDT)

Interest

Accrued

(BDT)

Mercantile Bank Lender Long Term 98,97,874 15% 21,79,548

No

outstanding

balance of

interest for

the period

Meghna Bank Lender Long Term

IDLC Lender Long Term 71,62,866 14.50% 7,68,312

Sub Total 1,70,60,740 29,47,860

Mercantile Bank Lender Short Term 6,45,88,387 13% 1,64,77,249

Meghna Bank Lender Short Term 3,91,86,501 14.50% 1,10,59,801

Sub Total 10,37,74,888 2,75,37,050

Grand Total 12,08,35,628 3,04,84,910

For the Year ended June 30, 2015

Name of the

Parties

Nature of

Relationship

Nature of

Borrowings

Balance as on

30 June 2015

(BDT)

Interest

Rate (%)

Interest Paid

(BDT)

Interest

Accrued

(BDT)

Mercantile Bank Lender Long Term 1,34,01,145 15% 29,89,746

No

outstanding

balance of

interest for

the period


IDLC Lender Long Term - - -

Sub Total 1,34,01,145 29,89,746


The City Bank Ltd. Lender Short Term 4,46,85,075 14.50% 42,61,203

IDLC Lender Short Term 3,21,09,571 15.50% 46,98,167

Sub Total 15,79,29,070 2,73,24,555

Grand Total 17,13,30,215 3,03,14,301

151



Relationship

Nature of

Borrowings

Balance as on

30 June 2014

(BDT)

Interest

Rate

(%)

Interest

Paid (BDT)

Interest

Accrued

(BDT)

Mercantile Bank Lender Long Term 1,66,99,281 15% 454,720

No

outstanding

balance of

interest for

the period



Sub Total 1,66,99,281 454,720



The City Bank Ltd. Lender Short Term 3,63,65,973 15.50% 93,00,769

Sub Total 14,06,44,653 2,79,64,050

Grand Total 15,73,43,934 2,84,18,770



Relationship

Nature of

Borrowings

Balance as on

30 June 2013

(BDT)

Interest

Rate

(%)

Interest

Paid (BDT)

Interest

Accrued

(BDT)

Eastern Bank Ltd. Lender Long Term 2,21,88,551 15.50% 18,95,631

No

outstanding

balance of

interest for

the period

Dutch Bangla Bank Ltd. Lender Long Term - - -


Sub Total 2,21,88,551 18,95,631

Eastern Bank Ltd. Lender Short Term 10,63,98,129 15.50% 1,95,85,866

Dutch Bangla Bank Ltd. Lender Short Term 3,57,01,647 15.50% 1,26,80,722


Sub Total 18,25,25,386 3,68,82,726

Grand Total 20,47,13,937 3,87,78,357

The above information is certified on the basis of books of accounts, records and supporting bank statements for the

period from 01 July 2012 to 30 June 2017. It’s noted that there was no borrowing from related party or connected person

during the period.


Place: Dhaka

Sd/-

AHMAD & AKHTAR


152

(ii) Statement of principal terms of secured loans and assets on which charge have been created against those loans with names of lenders, purpose, sanctioned amount, rate of interest, primary security, collateral or other security, re-payment schedule and status:

Certification on Statement of Principal Terms of Secured Loans and Assets on which Charge have been Created

Against Those Loans with names of lenders, purpose, sanctioned amount, rate of interest, primary security,

collateral/other security, re-payment schedule and status

After due verification, we certify that the Principal Terms of Secured Loans as per loan agreement and Assets on which

Charge have been Created against Those Loans of Electro Battery Company Limited from 01 July 2012 to 30 June 2017

were as follows:

Long term Loan:

Particulars 30-June-17 30-June-16 30-June-15 30-June-14 30-June-13

Names of lenders Mercantile Bank Mercantile Bank Mercantile Bank Mercantile Bank Eastern Bank Ltd.

Purpose Machinery Machinery Machinery Machinery Machinery

Collateral Asset - - - - -

Sanctioned Amount - - - - 2,70,00,000

Rate of Interest - - - - 15.50%

Primary/Collateral/

Other Security

Land along with

factory buildings.

Land along with

factory buildings.

Land along with

factory buildings.

Land along with

factory buildings

Land along with

factory buildings.

Re-payment schedule - - - - -

Status (Outstanding

balance Tk.) 41,61,261 98,97,874 1,34,01,145 1,66,99,281 2,21,88,551


Names of lenders IDLC IDLC - - -

Purpose Machinery Machinery Machinery Machinery Machinery

Collateral Asset Signing of Agreement

(Personal Guarantee)

Signing of Agreement

(Personal Guarantee) - - -

Sanctioned Amount - 84,00,000 - - -

Rate of Interest - 14.50% - - -

Primary/Collateral/

Other Security - - - - -

Re-payment schedule - - - - -

Status (Outstanding

balance Tk.) 53,01,046 71,62,866 - - -

Short term Loan:


Names of lenders

Meghna Bank

Ltd.&

Mercantile

Bank Ltd.

Meghna Bank

Ltd.&

Mercantile

Bank Ltd.

City Bank Ltd. &

Mercantile Bank

Ltd.& IDLC

Dutch Bangla Bank

Ltd. & Mercantile

Bank Ltd.& IDLC

Dutch Bangla

Bank Ltd.&

Eastern Bank Ltd.

Purpose Raw Materials

Purchase

Raw Materials

Purchase

Raw Materials

Purchase

Raw Materials

Purchase

Raw Materials

Purchase

Collateral Asset

Land along

with factory

buildings.

Land along with

factory

buildings.

Land along with

factory buildings.

Land along with

factory buildings.

Land along with

factory buildings.

Sanctioned Amount 84.5 Crore 84.5 Crore 100 Crore 98 Crore 73 Crore

Rate of Interest 14.50% & 12% 14.50% & 14% 15% 15%,15.50% 15.50%,17.50%

Primary/Collateral/

Other Security - - - - -

Re-payment

schedule - - - - -

Status(Outstanding

balance Tk.) 10,32,24,333 10,37,74,888 15,79,29,070 14,06,44,653 18,25,25,386

153

The above information is certified on the basis of books of accounts, records and supporting bank statements and

documents for the period from 01 July 2012 to 30 June 2017.


Place: Dhaka

Sd/-

AHMAD & AKHTAR


(iii) Statement of unsecured loans with terms & conditions:

Certificate on unsecured loans with terms & conditions of Electro Battery Company Limited for the last five years

This is to certify that Electro Battery Company Limited did not take any unsecured loan from 01 July 2012 to 30 June

2017.


Place: Dhaka

Sd/-

AHMAD & AKHTAR

Chartered Accountants (iv) Statement of inventories showing amount of raw material, packing material, stock-in-process and finished goods, consumable items, store & spares parts, inventory of trading goods etc.:

Certification on Statement of Inventories raw material, packing material, stock-in process and finished goods,

consumable items, store & spare parts, inventory of trading goods etc.

After due verification, we certify that the statement of inventories showing amount of raw material, packing material,

stock-in process and finished goods, consumable items, store & spare parts, inventory of trading goods etc. of Electro

Battery Company Limited for the last five years were as follows:

Items 30-June-17 30-June-16 30-June-15 30-June-14 30-June-13

Raw Materials 91,904,111 69,893,749 51,158,856 41,655,923 52,928,705

Packing Material 458,462 156,985 - - -

Work-In-Process 48,695,620 19,795,600 14,068,500 22,010,000 23,229,771

Finished Goods 33,189,620 37,101,220 15,300,000 15,000,000 8,923,892

Consumable Items - - - - -

Store & Spares parts 845,796 245,825 - - -

Inventory of Trading

Goods - - - - -

Total 175,093,609 127,193,379 80,527,356 78,665,923 85,082,368




Place: Dhaka

Sd/-

AHMAD & AKHTAR


154

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

Certification on Statement of Trade Receivables showing receivable from related party and connected persons of


After due verification, we certify that the statement of trade receivables showing receivables from related party and

connected persons of Electro Battery Company Limited for the last five years were as follows:

Name of Client 30-June-17 30-June-16 30-June-15 30-June-14 30-June-13

Asian Enterprise 27,48,750 - - - -

Eco distribution Ltd. - - - 32,60,050 1,02,55,014

Srizony Bangladesh - - - 33,16,570

Ava Development Society 56,20,490 51,09,536 1,86,78,380 1,18,25,275 77,59,300

Bright Green Energy Foundation - - - - 17,133

Chief Engineering Architecture - - - 50,000

Golam Mortuza - - - - 12,330

Grameen Shakti 50,37,631 66,18,102 71,09,115 63,01,081 2,89,05,384

PolliBondhu 65,33,794 32,12,540 39,91,650 84,38,955 -

Grameen Bitec Ltd - - - - 89,520

Green Housing & Energy Ltd. 52,29,417 42,99,470 29,33,507 19,09,500 24,09,500

Shakti Foundation 25,30,500 - - - -

IDF 69,18,670 62,89,700 79,12,500 - -

MM Solar 50,99,034 58,17,304 55,32,000 - -

Grameen Phone 41,56,790 37,78,900 15,00,000 - -

Nabonita - - - - 68,900

Maria Battery & Charger 17,50,600 - - - -

Pacific Bangladesh Telecom Ltd. 60,82,174 92,02,794 80,82,000 1,13,69,894 358,200

Patakuri Society - - - - 10,90,000

New Al Modina Auto House 12,50,000 - - - -

SDRS 40,38,500 58,45,890 82,31,861 1,45,76,949 16,32,900

New Sudoy Auto Parts 12,84,500 - - - -

BTCL 48,42,690 - - - -

Sadia Battery House 17,85,600 - - - -

Action in Development 70,36,117 63,96,470 18,96,200 - -

Surjer Alo 47,46,350 25,90,000 55,20,000 - -

Vai Vai Cycle Store 19,30,900 - - - -

International Beverage Pvt. Ltd. (IBPL) 668,950 42,44,500 50,30,000 - -

Sherpa Power Engineering - - - - 109,772

Solaren Foundation - - - - 56,923

Solar International (Solaric) - - - - 496,685

Sun Homes Energy 68,09,550 61,90,500 26,00,000 - 390,000

UBOMUS 76,04,898 31,06,191 582,750 - -

Super Nova - - - - 195,538

TMSS 41,04,600 80,82,000 42,50,000 49,90,500 270,344

Others 51,77,161 11,38,186 67,42,572 - 326,141

Total 10,29,87,666 8,19,22,083 9,05,92,535 6,26,72,204 5,78,10,154

From related party Nil Nil Nil Nil Nil

From connected persons Nil Nil Nil Nil Nil

Grand total 10,29,87,666 8,19,22,083 9,05,92,535 6,26,72,204 5,78,10,154

The above information certificates on the basis of books of accounts, record and other related document. We also certify

that no amount receivable from related party and connected person.


Place: Dhaka

Sd/-

AHMAD & AKHTAR


155

(vi) Statement of any loan given by the issuer including loans to related party or connected persons with rate of interest and interest realized or accrued:

Certification on statement of any Loan Given by the issuer including loan to Related Party or Connected Persons

with rate of interest and interest realized/accrued by the Electro Battery Company Limited.

This is to certify that Electro Battery Company Limited did not give any loan to any related party or connected person

from July 01, 2012 to June 30, 2017.


Place: Dhaka

Sd/-

AHMAD & AKHTAR


(vii) Statement of other income showing interest income, dividend income, discount received, other non-operating income:

Certification on Statement of Other Income showing interest income, dividend income, discount received, other

non-operating income of Electro Battery Company Limited.

This is to certify that Electro Battery Company Limited did not have other income showing interest income, dividend

income, discount received and other non-operating income for the last five years.


Place: Dhaka

Sd/-

AHMAD & AKHTAR


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

Certification on Statement of Turnover showing separately in cash and through Banking channel of Electro

Battery Company Limited.

After due verification, we certify that the turnover showing separately in cash and through banking channel of Electro

Battery Company Limited during last five years were as follows:


30-June-17 30-June-16 30-June-15 30-June-14 30-June-13

In Cash 57,484,658 55,971,408 97,804,810 45,274,767 93,354,918

Through Banking Channel 618,805,432 565,933,130 445,555,248 332,014,961 397,986,756

Total 676,290,090 621,904,538 543,360,058 377,289,728 491,341,674

The above balance is certified on the basis of books of accounts, records and other supporting documents during the

period from 01 July 2012 to 30 June 2017.


Place: Dhaka

Sd/-

AHMAD & AKHTAR


156

(ix) Statement of related party transaction:

Certification on Statement of Related Party Transaction of Electro Battery Company Limited

After due verification, we certify that the status of related party transactions of Electro Battery Company Limited for

the last five years were as follows:

Director Remuneration & Board Meeting attendance fees

Name Position

Amount in (BDT)

Year

Ended,

June 30,

2017

Year

Ended,

June 30,

2016

Year

Ended,

June 30,

2015

Year

Ended,

June 30,

2014

Year

Ended,

June 30,

2013

Mrs. Umme Bushrah (Chairman) Chairman - - - - -

Mr. Md. Ansar Uddin Managing

Director 19,80,000 - - - -

Md. Ansar Uddin (Director-

Represent by Energy Meter Co. Ltd.) Director - - - - -

Mr. Md. Rafique Ullah (Director-

Represent by Investment Corporation

of Bangladesh)

Director - - - - -

Md. Emad Uddin (Director-

Represent by Energy Meter Co. Ltd.) Director - - - - -

Istak Ahmmed (Independent

Director) Director - - - - -

Board meeting attendance fees 20,000 - - - -

Total 20,00,000 - - - -




Place: Dhaka

Sd/-

AHMAD & AKHTAR


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

Certification regarding Reconciliation of Business Income Shown in Tax Return with Net Income Shown in

Audited Financial Statements of Electro Battery Company Limited for the last five years.

This is to certify that the income of Electro Battery Company Limited as per Audited financial statements and Income

shown in Tax Return are similar during last five years as such there was no matters of reconciliation.


Place: Dhaka

Sd/-

AHMAD & AKHTAR


(xi) Confirmation that all receipts and payments of the issuer above Tk. 5,00,000/- (five lac) were made through banking channel:

Certification on receipts and payments above Tk. 500,000 (Five lac) were made through Banking channel of


This is to certify that all receipts and payments of Electro Battery Company Limited above Tk. 5,00,000 (five lac) were

made through banking channel from 01 July 2012 to 30 June 2017.


Place: Dhaka

Sd/-

AHMAD & AKHTAR


157

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

Certification on books of accounts of Electro Battery Company Limited are in conformity with bank statements

This is to certify that the books of accounts of Electro Battery Company Limited from 01 July 2012 to 30 June 2017 are

in conformity with bank statements.


Place: Dhaka

Sd/-

AHMAD & AKHTAR


(xiii) Statement of payment status of TAX, VAT and other taxes or duties:

Certification on status of payment of TAX, VAT and other Taxes/Duties of Electro Battery Company Limited.

After due verification, we certify that the status of TAX, VAT and other taxes/ duties payment of Electro Battery

Company Limited for the last five years were as follows:

Particulars Payment Status

30-June-17 30-June-16 30-June-15 30-June-14 30-June-13

TAX 4,763,311 3,107,337 6,432,296 13,561,733 21,557,591

VAT 101,029,179.63 109,477,467.65 92,370,818.13 64,675,024.48 98,655,884.98

Other Taxes/Duties N/A N/A N/A N/A N/A


Place: Dhaka

Sd/-

AHMAD & AKHTAR


Section (xxvii): Public issue application procedure: as described in the consent letter

Step-1 (Applicant)

1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker Merchant

Banker where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date),

which shall be the 25th (twenty fifth) working day from the date of publication of abridged version of prospectus.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the

Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the

Applicant. At the same time:

(a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application

money and service charge available in respective customer account maintained with the

Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible for this purpose.

In case the application is made through a margin account, the application money shall be deposited separately

and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall

be refundable to the applicant, if become unsuccessful.

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

Issuer for an amount equivalent to the application money, with their application to the concerned

Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit a

single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the other jointly

with another person. The draft (FDD) shall be issued by the Bank where the applicant maintains Foreign

Currency account debiting the same account and provide the customer with a certificate mentioning the FC

account number which has been debited to issue the FDD. The applicant shall also submit the certificate with

their application. No banker shall issue more than two drafts from any Foreign Currency account for any public

issue. At the same time, the applicant shall make the service charge available in respective customer account

maintained with the Stockbroker/Merchant Banker.

158


3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely "Public Issue

Application Account". The Stockbroker/Merchant Banker shall:

(a) post the amount separately in the customer account (other than NRB and Foreign applicants),

and upon availability of fund, block the amount equivalent to the application money;

(b) accumulate all the application/buy instructions received up to the cut-off date, deposit the

amount in the "Public Issue Application Account" maintained with its bank within the first banking hour of

next working day of the cut-off date;

(c) instruct the banker to block the account for an amount equivalent to the aggregate application

money and to issue a certificate in this regard.

4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming

the same and handover it to the respective Stockbroker/Merchant Banker.

5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall prepare a list

containing the draft information against the respective applicant's particulars.

6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing

Customer ID, Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days

from the cut-off date, send to the respective Exchange, the lists of applicants in electronic (text format with tilde’~’

separator) format, the certificate(s) issued by its banker, the drafts and certificates received from Non-resident

Bangladeshi (NRB) and Foreign applicants and a copy of the list containing the draft information.

7. On the next working day, the Exchanges shall provide the Issuer with the information received from the

Stockbroker/Merchant Bankers, the drafts submitted by Non-resident Bangladeshi (NRB) and Foreign applicants

and the list containing the drafts and certificates 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.

159

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.


15. On the next working day, Exchanges shall distribute the information and allotment letters to the

Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:

a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer's respective Escrow

Account opened for subscription purpose, and unblock the amount of unsuccessful applicants:

b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the

Issuer's respective Escrow Accounts along with a list and unblock the balance application money:

16. On the next working day of receiving the documents from the Exchanges, the

Stockbrokers/Merchant Banker shall request its banker to:

a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants:

b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful

applicants (other than NRB and foreign) who are subject to penal provisions to the respective 'Escrow' accounts

of the Issuer opened for subscription purpose.

17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall unblock

the amount blocked in the account(s) and remit the amount as requested for to the Issuer's 'Escrow' account.

18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer

accounts: inform the successful applicants about allotment of securities and the unsuccessful applicants about

releasing their blocked amounts and send documents to the Exchange evidencing details of the remittances made to

the respective 'Escrow' accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be placed as

per their instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges, if any,

from the applicant who wants to withdraw the application money, up to an amount of Tk. 5.00 (five) per withdrawal.

19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer's respective 'Escrow' accounts and

refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or transfer

to the applicant's bank account (FC account which has been debited to apply by NRB or foreign applicants) through

banking channel within 10 (ten) working days from the date of lottery.

Miscellaneous:

20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.

21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of

publication of abridged version of prospectus.

22. Amount deposited and blocked in the "Public Issue Application Account" shall not be withdrawn or transferred

during the blocking period. Amount deposited by the applicants shall not be used by the

Stockbrokers/Merchant Bankers for any purpose other than public issue application.

23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an amount of

Tk.2,00,000.00 (taka two lac) for a public issue.

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per application

irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting

application.

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.

160

All eligible Stock Brokers and Merchant Bankers shall receive the IPO subscription.

Others:

The IPO subscription money collected from investors will be remitted in following bank accounts with Mutual

Trust Bank Limited, Principal Branch:

Sl# Account bearing number Account title Currency

For Resident Bangladeshis

01 002-0210031873 Electro Battery Company Limited BDT

For Non-resident Bangladeshis

02 002-0260005665 Electro Battery Company Limited USD

03 002-0260005674 Electro Battery Company Limited GBP

04 002-0260005683 Electro Battery Company Limited EURO

APPLICATION FOR PUBLIC ISSUE

Date:

Name of applicant :

Client Code :

BO ID No. :

Category of applicant :

Name of the Company :

Number of Shares :

Total amount in Tk. :

Amount in word :

Applicants Authorized Officer

Oimex Electrode Limited - electrogroupbd.comelectrogroupbd.com/Prospectus.pdf · Khairul Bashar Abu Taher Mohammed Chief Executive Officer & EVP Tel: +88-02-8321714 Fax: +88-02-8321543

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