an overview of aamra technologies

8/13/2019 An Overview of Aamra Technologies

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An Overview of Aamra Technologies Ltd:

Corporate Profile :

aamra technologies limited is the flagshipof aamra companies in the IT Industry inBangladesh.ATL provides high-tech andcustomized solutions to address a broadrange ofBusiness IT needs.

Aamra Technologies Limited (ATL) is dedicated towards providing one of a kind solutions toconnect you to the world of digital revolution that is replete with possibilities. To that end,they work relentlessly to ensure exemplary service at all times.

For more than a decade, Aamra has been providing cutting-edge, consistently reliable, high

class products and services with the best customer care.

Previously known as Texas Electronics Limited, on December 31, 2007, it was renamed toAamra Technologies Limited. As of February 03, 2010, ATL has been incorporated inBangladesh as a Public Limited Company with the Registrar of Joint Stock Companies andFirms.

ATL provides comprehensive IT solutions and services which include System Integration,Information System Outsourcing, and Core Banking Software, Switching and NetworkingSolution, and supply, implementation and maintenance. As a major player in the IT sector inBangladesh, ATL has developed its business model over-time through carefully analyzing theemerging market trends of the Asia-Pacific region. The company is investing in capacity and

technology that will lead to sustainable, long-term growth and profitability based I the valueoffered to clients.

Aamras core focus is to consistently provide outstanding customer service as it continues toexplore new horizons to delivery newer and better IT solutions to its most valued premiumasset, its customers.

Products of aamra technologies :

ATL are the authorized distributor for the world renowned brands that cater to the FinancialServices Industry, Telecommunications Industry, Network Equipment Provider, InternetService Provider, Independent Software Vendor andSmall & Medium Business in Bangladesh.Not only they sell the products but also provide services for the following Products.their Product & Service Portfolio is given below:


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Services of Aamra Technologies:

There are many Services which is provided by the Aamra Technologies Limited. These are internetbased technological Services.

International Internet Gateway

Aamra Technologies Limited (ATL) provides Bulk Internet Bandwidth with preferential routing(balancing between the East and West segment) through its International Internet Gateway (IIG)Services in Bangladesh. National ISPs connect to the IIG facility and send and receive internet trafficdestined and sourced from outside Bangladesh.

Servers & Storage

Oracle Platinum Partner since 2012 and maintaining 950 servers for clients since 2004, with acombination of storage and servers from Sun and software from Oracle, our family of products helpadvance the technological infrastructure of any business.

ePayment Solutions

Aamra Technologies Limited is the market leader (75% market share) in POS terminal deployment inBangladesh. 14 out of 17 of the leading banks and financial institutions in Bangladesh are secured byour Thales HSM solutions.

Network & Security

Aamra Technologies Limited represents leading Security and Networking Solution providers in theworld, such as CA, Cisco, BlueCoat, Juniper, Rosenberger etc. We offer IT security and infrastructuretechnologies that range from Security Policy and Solution Design to Security Solution installation andimplementation.

Software

ATL is one of the leading wholesale technology distributor in Bangladesh representing a large varietyof technology products from leading companies such as Microsoft, Dell, Oracle, Finacle etc. Theirpartner certified service engineers have 5+ years of average experience in implementing, troubleshooting and after sales services for the companies they represent.

Compliance with the Public Issue Rules 2006

Here we put a checkbox whether Aamra Technologies complies with the Public Issue Rules or not.The Check Box is given below:

Serial # TopicCheckMark

Remarks

1. Material Information

2. Cover Page of the Prospectus


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3. Table of Contents 4. Risk Factors and Managements Perception about the

Risks

5. Use of Proceeds 6. Description of Business (a) As ATL is a service

oriented company, Power,Gas and Water areneeded only for DailyOffice Opeartion.

(b) There is no materialAgreement between ATLand other technologies

(c) Service Rending

Capacity is not applicablefor ATL.

7. Description of Property There is no lease,mortgage, leaseholdproperties, plant andmachinery.

8. Plan of Operation and Discussion of FinancialCondition

(a) The company has notentered into any materialcommitment with anyonefor Capital expenditurerelated to the expansionof the project.

(b) No asset of the

Company has beendisposed to pay off anyliability.

(c) The company has noholding /parent/Associateor subsidiary company.So loan taking from orgiving to such concernsdoes not arise. However,the company hasprovided loan to aamraholdings limited which is

under commonmanagement at 14%interest per annum asdisclosed in the Note10.00 of the FinancialStatements.

(d) The company has noplan to enter into anycontractual liabilitieswithin next one yearother than the normalcourse of business.

(e)No revaluation has


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been made to thecompanys asset andliabilities.

9. Directors and Officers 10. Involvement of Directors and Officers in Certain Legal

Proceedings

11. Certain Relationships and Related Transactions 12. Executive Compensation 13. Options granted to Directors, Officers and

Employees The Company has not

offered any option forissue of shares to any ofthe officers, directors andemployees or to anyoutsiders.

14. Transaction with the Directors and Subscribers to theMemorandum

15. Tangible assets per share 16. Ownership of the Companys Securities 17. Determination of Offering Price 18. Market for the Securities Being Offered 19. Description of Securities Outstanding or Being

Offered

20. Debt Securities 21. Financial Statement Requirements 22. Lock in Provision 23. Refund of subscription money 24. Subscription by and refund to non-resident

Bangladeshi(NRB)

25. Availability of Securities 26. Ratios Pertinent to the Prospectus

27. Due Diligence Certificate of Manager to the Issue

28. Due Diligence Certificate to the Underwriters

Working Process of Merchant Banker in Bangladesh

Merchant Bank:

Financial institution that specializes in services such as acceptance of bills of exchange, hirepurchase or installment buying, international trade financing, long-term loans, andmanagement of investment portfolios. Merchant banks also advise on (and invest own fundsin acquisitions, mergers, and takeovers.

A Merchant Bank could be best defined as a financial institution conducting money marketactivities and lending, underwriting and financial advice, and investment services whoseorganization is characterized by a high proportion of professional staff able to able toapproach problems in an innovative manner and to make and implement decisions rapidly.


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A merchant bank differs from a regular investment bank as it generally deals in thecommercial banking requirements of international finance as well as stock underwriting and

long-term corporate loans. A merchant bank is known as a wholesale bank and isn't used bythe general public. Most merchant banks deal with large corporations as well as with othermerchant banks, large financial institutions and, sometimes, various governments around theworld. Merchant banks are not like ordinary bank where individuals can open up accounts bymaking deposits.

Merchant banks have also an advisory team who are comprised of highly skilled andprofessional personnel in Bangladesh. These banks have enriched its professionalism withtheir technical and financial advisory support in day to day operation as well as in forecastingand building future prospects.

Merchant Bank In Bangladesh :

At birth, Bangladesh inherited an interest based banking system, which was introduced hereearlier when the country was a part of British Colony. Since its inception Bangladesh saw anew trend in banking both at home and abroad.

During the seventies, Merchant Development Bank (MDB) and a number of Merchant Banksat national levels were established in the Merchant world. At home, the Merchant groupswere vigorously working for adoption of Islam as the complete code of life. They foundMerchant banking in ready form of immediate introduction. Two professional bodies

Merchant Economics Research Bureau (IERB) and Bangladesh Merchant BankersAssociation (BIBA) were taking practical steps for imparting training on Merchant Economics

and banking to a group of bankers and arranging some national and internationalseminars/workshops to mobilize local and foreign people and attract investors to come

forward to establish Merchant bank in Bangladesh. At present Merchant banks have been

operating in Bangladesh for about one and half decade alongside with the traditional banks.

Development Commitment:

Bangladesh is a growing economy with substantial investment requirements from private andpublic enterprises especially in, but not limited to, the infrastructure, resorts,telecommunication and energy sectors.

Merchant Banks was established in Dhaka to participate in this development by helping tomobilize capital from domestic as well as international sources. Within a very short span oftime, the banks developed excellent working relationship with most of the financialinstitutions and corporations in Bangladesh.

Bangladesh is anticipating higher growth through the continuation of reform process,deregulation, privatization and optimum use of internal and external resources. MerchantBanks are at the forefront of providing solutions to some of the continuous fundingrequirements to support this growth.


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Corporate Finance:

Corporate finance is one of the core activities in merchant banking. In this process corporate

finance department of Merchant Banks assists clients in developing projects, dealing withregulatory authorities, performing mergers and acquisition and joint ventures, capitalstructuring, documenting and implementing projects.

Merchants Banks enhances corporate finance services in the following areas.

a) Financial and corporate advisory,

b) Management advisory,

c) Underwriting,

d) Private placement investment,

e) Corporate restructuring,

f) Management of public issues,

g) Management of right issues,

h) Private capital raising: i. Equity ii. Debt iii. Hybrid

i) Mergers, acquisitions and joint ventures,

j) Intermediary arrangements of project financing,

k) Privatization advisory.

Public Issue:

Merchant Banks has been performing very successfully management of public issues,underwriting, and corporate advisory services and specially in establishing industrialenterprises through raising of funds.

Research :

Merchant Banks has a research department to provide independent and objective investmentadvice in relation to primary and secondary securities to retail. The research analysts workdiligently to produce in depth company specific fundamental research. In addition tofundamental analysis, research analyzes the technical aspect of stocks and the market to

follow particular trend of price movements.

Research also provides quality service to corporate clients by disseminating information.Industry and sector analysis of Merchant Banks research contains detailed information ongrowth potential of different sectors. Research also provides macroeconomic, political andmarket outlook of Bangladesh to institutional investors.


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Steps of IPO:

An initial public offering or IPO is a mechanism for

companies to make available for the first time shares oftheir stock. Its purpose is to either raise capital for a newcompany or to fulfill a desire by an existing company tomake their shares available to the public. Whether it is anew or existing company, the IPO process follows a fairlystraight forward path with precise steps along the way.

There are some instructions you have to follow to get consent from Securities Exchange Commission.These instructions are mandatory for investors. Through this process Investor has to organize all therelevant information. We have divide listing procedure in two Parts according to their behavior, one iswork before Consent and another in work after consent. In the whole listing procedure, the works areseparable like work before IPO consent and work after IPO consent.

Works before Obtaining the Consent from Securities Exchange Commission

1) Selection of Advisors: Before applying for consent every company suppose to have section oflegal advisor. Legal Adviser is responsible for Security of internal information. LocalOrganization usually appoints only Local Advisor and multinational organization supposed tohave two legal advisers both Local & Foreign.

2) Completion of Valuation and restructuring: Before getting consent Organization will have tocomplete their total asset Valuation. Another important process is changing organizationsemployee management and also restructuring and obtaining Reports thereon. ListedOrganizations all top level employee usually has to follow by the Auditor.

3) Selection of Bankers to the Issue: Bankers Letter confirming opening of separate account forIPO and accepting their appointment as such Rule -18 of Public Issue Rules 2006. Bankers tothe issue will be the important stake holder and they will be responsible for deposit andwithdraw money of investors.

4) Selection of underwriters: Selection of underwriters & completing underwriting agreement isanother essential process of IPO listing procedure. Underwriters are liable for successful floatof all the shares. If the shares under subscribed, then underwriter will have to buy and holdthat particular amount of shares. But, in case of Bangladesh Capital Market History, It neverhappens besides applications are over subscribe more than 10 times of offer.

5) Collection of NOC from Lenders: Collection of No Objection Certificates (NOC) from Lenders isa mandatory to get IPO approval. Lender should have to issue a letter that if the Companychange their existing capital structure then they will not have any objection. If the companyhave loan from several banks, then it is necessary to collect NOC from all the lenders.

6) Audit of Accounts: Organization supposed to have Audit of their accounts by authorizedAuditor duly signed on each page, by the issuers chief executive officer/managing director,chief financial officer and issue manager according to the Rule -3 of Public Issue Rules 2006.The audited account shall not be older than 120 days of the end of the period for which theFinancial Statement is prepared. 10 copies of Financial Statement have submitted to SEC, onecopy each to DSE and CSE.


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7) Credit Rating Report: Generally it takes at least two months to complete the Credit Ratingafter the Annual Audit is completed and credit report is mandatory for IPO listing process.Rule 18 (21) of the Public Issue Rules 2006 says that the application for consent shall be

accompanied by some exhibits including Credit Rating Report. No issue of shares at apremium or issue of right shares shall be made by a public company unless the issue is ratedby a credit rating company and declaration about such rating is given in the prospectus orright offer document (Sec.3 of Credit Rating Companies Rule 1996).

8) Agreement with CDBL: Before submission of Application to SEC, it is mandatory to completeagreement with Central Depository Bangladesh Limited (CDBL). CDBL maintain onlinetransaction of securities by taking some fees and they listed all the investor in Stock Market.

At present there are more than 1600000(sixteen lac investors) in Bangladesh Capital Market.After completion of agreement now company will have to take decision on depositingsponsors shares during Lock-in-Period with Custodial Bank or with CDBL.

9) Approval from Sponsors: At this point of IPO process now it is necessary to take approvalfrom the sponsor and documentation the process, undertaking and information fromSponsors/ Directors, Declarations, Due Diligence etc.

10) Refund warrant guarantee: Company supposed to have opened a separate Bank Account forrefund warrant purpose. It also called Mother Accounts for Refund Warrant. Through thisaccount Company has to refund warrant money to the investor, who will not get the share.

11) Draft Prospectus: Before applying for IPO Company will have to drafting the abridge versionof prospectus and dealing with Printers on printing of Prospectus, Forms, Refund Warrants,Letter of Allotment etc.

12) Application Submission: Application has to submit to SEC for consent to Issue with approved

Prospectus and deposit the Govt. Fees of BDT 10,000. If the application is incomplete theSEC shall inform the applicant within 28 days of receipt of application and if the issuer fails toremove incompleteness within 30 days of communication, it shall file fresh application. (Rule -17 of Public Issue Rules 2006)

13) Consent from SEC: if the application and information, documents are provided by theapplicant are reliable then SEC shall issue letter of Consent within 60 days of receipt ofcomplete application. (Rule -17(4) of Public Issue Rules 2006). If the application submitted bythe applicant is fresh and correct then usually it takes 45days to get IPO consent.

Works After Obtaining the Consent from Securities Exchange Commission:

1) Submission of prospectus: After getting approval from SEC the first step is to submit theabridged version of prospectus in SEC for approval, usually before 10-15 days prior toopening of subscription. And also have to submit signed copy of the Prospectus with Registrarof Joint Stock Company (RJSC) on or before the date of publication of prospectus innewspapers.( Section 138 of Companies Act 1994)

2) Announcement for the investor: Company will have to Publish of abridged version ofprospectus in 4 newspapers (2 English + 2 Bengali) within 3 working days of the issuance ofConsent Letter (Rule 5(1) of Public Issue Rules 2006). A paper clipping of published Abridged

Version of Prospectus has to submit to SEC within 24 hours of publication in newspapers.Issuer Company will have to submit a diskette containing the text of vetted prospectus to

SEC, DSE, CSE and Issue Manager and will have to post the full prospectus vetted by SEC in


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willingness of the issuer to enter the public market. Accordingly, the risks can be divided intooperational, related to the preparation of an IPO, and market, related to the situation on stockmarkets. In this connection, can be distinguished the following classification of factors

Classification of risk factors

External factor Internal factor

Risk of cancellation IPO (the average in westernareas cancellation of IPO is in the process ofapplication is in 20% of cases)

Operational risk, including the risk of ratesfailure, the corresponding to the requirements ofa wide range of investors, and regulators as aresult of faults or errors of managing businessprocesses (we estimate 40% of the company'scommitment to public status does not meet the

existing requirements)The risk of underestimating the value of theshares by the market

Financial risk, including credit risk, liquidity risk ofthe company, etc.

Liquidity risk at the expense of both, currentadverse situation in the stock market andspeculative games, etc. (in 36% of cases thevalue of the companies shares within amonth after the quotation is lower than theoffering price)

Business risk, including the risk of shareholdersactions, management, reputation risk, the riskassociated with the strategy of the company, etc.

The risk of poor investor base, resetting theshares of the issuer immediately after quotation,

thereby bringing down the prices of companiesshares

The risk associated with corporate governance,including financial and information transparency

of capital structure, management quality, etc. (insome cases increasing the cost by about 20%)

The risk of market capitalization reduction (in 5%of cases there is a decrease in capitalization ofthe issuer or its value does not change)

Analysis of the risks that accompany the company during the preparation anddirect placement of its shares on the Stock Exchange

In general, risks may accompany a company in the process of preparing for an IPO, and in

the future, as handling the company's shares on the exchange. Here is an example of sometypes of risk:


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The list of risks that accompany the company during the preparation and directplacementof its shares on the Stock Exchange

Stages Risks Main reasons

Preparatory

failure of the company to have the requiredparameters foreffective placement of shares on the StockExchange(capitalization, profitability, etc.); delaying the process of preparation, that maycause missingthe favourable time of placement;

disagreement of owners on the packet sizedistribution and

the issuance on the public market; reduction of investment attractiveness of thecompany; claims for regulatory bodies to the company; potential litigation regarding theuse of patentsandtechnologies owned by third parties; challenging the ownership rights for thepurchased assets,etc

lack of funds for preparatorytransformations; dispersal of share capital; unskilled management; corporate conflict amongshareholders; lack of a full-fledged packageof

documents setting forth theright to

property, intellectual property,etc.

Process ofsharesplacement

claims of controlling bodies registration ofnecessary

documents;deterioration of placementoptions due tochanges in marketconditions; emergence of information prejudicial to thecompany'simage in the eyes of investors; changes in legislation governing the placementprocess andrequirements for the company; lack of interest in the company of theinvestment

community; inadequate allocation price.

unskilled work of marketparticipants

IPO (underwriters, auditors,consultants,IR and PR services); low-quality documentpreparation, inparticular of the prospectus

Process ofsharescirculation onthe exchange

falling liquidity of the securities as a result ofdeterioratingissuers indices; reduction of the overall market conditionsunder theinfluence of macroeconomic factors; adverse information which negatively affectsinvestors'expectations

poor-quality work of thecompaniesproviding necessary informationto awide range of investors; failure of investment projects,whichled to a deterioration in financialeconomic performance of thecompany.


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Methods of risks leveling:

if we consider the risk matters levelling IPO, the companies need to develop measures

aimed at neutralizing all of the above risk factors in the IPO. This requires the developmentand determines the most effective methods of exposure for each risk group.

Interventions for risk

Type of risk Methods of levelling

The risk ofcorporatemanagement

creating the service of public and investor relations; preparation of necessary information for a wide range of investors inaccordance with establishedregulations and standards; publication of analytical materials and comments on the assessment ofthe company; disclosure of information about the owners of the company; saturation of the company's site with necessary corporate information; signing of an agreement with the PR-agencies to improve the image ofthe company (possibly rebranding,etc.); collaboration with specialized publications on the subject of lightingperspectives and return theindustry, market sector of the company; meeting with investment funds, professional securities marketparticipants to highlight the companyand making it popular;

participation in conferences, exhibitions and other activities, promotingthe public presentation ofinformation about prospects and successes of the company

Operating risk

improve of financial and economic indicators by optimization of costs,elimination of duplicatefunctions, increase of profitability, improve of logistics, etc.;implementation of active growth strategy; improvement of credit rating; use of bond and bill market to fund programs and projects of thecompany allowing to diversify intocapital or increase market share, etc.; revaluation of the company in case of undervaluation;

disposal of non-core and unprofitable assets, trends of business.

Business risk

preparation of IFRS financial statements (Financial Reporting Standards); having an independent representative in the board of directors; adoption of a code of corporate governance; development of company strategy enabling it to significantly improvetheir market position; implementation of major investment projects; timeliness of company release on the stock exchange; payment of dividends; implementation of measures aimed at disclosure of all company potential(the selection of individuallong-term business trends, entry into other market sectors, etc.)


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How Stock Price is Fixed

A company's worth - its total value - is itsmarket capitalization,and it is represented by thecompany's stock price. Market cap (as it is commonly referred to) is equal to the stock pricemultiplied by the number ofshares outstanding.

For example, a stock with a $5 stock price and 10 million shares outstanding/trading is worth $50million ($5 x 10 million). If we take this one step further, we can see that a company that has a $10stock price and one million shares outstanding (market cap = $10 million) is worth less than acompany with a $5 stock price and 10 million shares outstanding (market cap = $50 million). Thus,the stock price is a relative and proportional value of a company's worth and only representspercentage changes in market cap at any given point in time. Any percentage changes in a stockprice will result in an equal percentage change in a company's value. This is the reason why investors

are so concerned with stock prices and any changes that may occur since a $0.10 drop in a $5 stockcan result in a $100,000 loss for shareholders with one million shares.

The next logical question is: Who sets stock prices and how are they calculated? In simple terms, thestock price of a company is calculated when a company goes public, an event called an initial publicoffering.

This is when a company will pay an investment bank a lot of money to use very complex formulasand valuation techniques to derive a company's value by determining how many shares will beoffered to the public and at what price.

For example, a company whose value is estimated at $100 million may want to issue 10 millionshares at $10 per share or they may want to issue 20 million at $5 a share.

Analysis & Findings from the Prospectus of Aamra Technologies Limited

The prospectus is a legal declaration and must meet transparency standards, most companies includecertain facts and statements to ensure investors aren't misled in any way. For better understandings,we have quoted some line from the prospectus of Aamra Technologies Limited and interpreted thecurrent situations what we have learnt.

The Prospectus Says:"Information contained in this prospectus relative to markets for thecompany's products and trends in net sales,gross margin and anticipated expense levels, aswell as other statements including words such as "anticipate," "believe," "plan," "estimate,""expect" and "intend" and other similar expressions, constituteforward-looking statements ...actual results of operations may differ materially from those contained in the forward-lookingstatements.:

From here we find that, Every forward-looking figure in the prospectus is only aprojection. Therefore, there is no guarantee the company will meet all or even any of itstargets for sales and profits.
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The Prospectus Says:"...risks for the company include, but are not limited to, anevolvingand unpredictable business model and the management of growth .... There can be noassurance that the company will be successful in addressing such risks, and the failure to do

so could have a material adverse effect on the company's business, prospects, financialcondition and results of operations."

From here we find that,This company faces substantial risks. If it fails to address thesepotential pitfalls - and this is very possible - there's a good chance that the company will gobroke.

The Prospectus Says:"The company believes that it will incur substantial operating lossesfor the foreseeable future, and that the rate at which such losses will be incurred will increasesignificantly from current levels. Although the company has experienced significant revenuegrowth in recent periods, such growth rates are not sustainable and will decrease in thefuture."

From here we find that,According to the prospectus, this company is losing money and willcontinue to lose money in the foreseeable future. Company growth rates will slow.

The Prospectus Says:"This market is new, rapidly evolving and intensely competitive,which competition the company expects to intensify in the future.Barriers to entryareminimal, and current and new competitors can launch new sites at a relatively low cost."

From here we find that,The prospectus is telling us that this company operates in a highlycompetitive industry, and one that is cheap and relatively easy for new players to enter.

Conclusion

After studying, analyzing the prospectus of Aamra Technologies Limited, we can conclude there arenumber of steps which are needed to be followed in the IPO process. Also, there are number ofStatements which the investors must need to know that that investing company will be profitable ornot.
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an overview of aamra technologies

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