draft prospectus - icml.com.bd

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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 15,000,000 ORDINARY SHARES

ISSUE DATE OF THE PROSPECTUS: [●]

OFFER PRICE TK.10.00 EACH AT PAR, TOTAL SIZE OF INITIAL PUBLIC OFFERING OF TK.150,000,000.00

Opening and Closing date of Subscription

Opening date of subscription: [●]

Closing date of subscription: [●]

DRAFT PROSPECTUS

NAME OF THE ISSUER

AMULET PHARMACEUTICALS LTD

MANAGERS TO THE ISSUE

BANCO FINANCE AND INVESTMENT LIMITED

AND

ICB CAPITAL MANAGEMENT LIMITED A Subsidiary of ICB


PRELIMINARY INFORMATION AND DECLARATIONS:

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

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

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

Issuer Company:

Amulet Pharmaceuticals Ltd.

Ch 72/1/B, Moddha Badda, Holland Centre, (6thFloor), Progoti Sarani, Dhaka-1212, Bangladesh

Abu Zafar Enayet Rasul Managing Director

Tel: 02-9862647

Tel: 02-9862657

Fax: 02-8851876

Website: www.amuletpharmaceuticals.com E-mail: [email protected]

Issue Managers:

Banco Finance And Investment Limited Baitul View Tower (11th Floor) 56/1, Purana Paltan, Dhaka-1000

Mohammad Hamdul Islam Managing Director & CEO

Tel: 02-57164075

Tel: 02-57164192

Fax: 02-57164033

Website: www.bfilbd.org

E-mail: [email protected]

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

Nasrin Sultana Chief Executive Officer

Tel: 02-8300555

Fax: 02-8300396

Website: icml.com.bd


Underwriters:

AIBL Capital Management Limited Peoples Insurance Bhaban (7th Floor) 36, Dilkusha C/A, Dhaka-1000

Muhammad Husain Ahmad Faruqi Chief Executive Officer (CC)

Tel: 02-9560198

Tel: 02-9568007

Tel: 02-7123255-7

Fax: 02-9569351

Website: www.al-arafahbank.com E-mail: [email protected]

Janata Capital and Investment Limited 48, Motijheel (3rdFloor), Dhaka-1000

Dina Ahsan Chief Executive

Tel: 02-7114374

Tel: 02-7114375

Fax: 02-7110496

Website: www.jcil-bd.com E-mail: [email protected]

Southeast Bank Capital Services Ltd Eunoos Center (Level 9) 52-53 Dilkusha C/A, Dhaka-1000

Muhammad Shahjahan Managing Director (CC)

Tel: 02-9574171-5

Fax: 02-9574169 Website: www.southeastbank.com.bd E-mail: [email protected]

Auditor:

Zoha Zaman Kabir Rashid & Co. Chartered Accountants Rupayan Karim Tower, Level -7, Suite-7A, 80, Kakrail, Dhaka-1000, Bangladesh.

Md. Iqbal Hossain FCA Partner,

Zoha Zaman Kabir Rashid & Co.

Tel: 02-9339725

Tel: 02-9339732

Fax: 02-8313128

Website: www.zzkrca.com E-mail: [email protected]

“CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE 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, AUDITORS(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY).”

“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, ‘One times’ of the face value. The issue price has been determined and justified by the issuer and the issue manager/bidding by the eligible investors as stated under the paragraph on “Justification of Issue Price” should not be taken to be indicative of the market price of the securities after listing. No assurance can be given regarding an active or sustained trading of the securities or the price after listing.”

“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 to the statement of ‘risk factors’ given on page number(s) 81-86”

“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.”

mailto:[email protected]

http://www.icml.com.bd/

http://www.al-arafahbank.com/

http://www.jcil-bd.com/




AVAILABILITY OF PROSPECTUS

i) The Prospectus and abridged version of prospectus of APL in hard and soft forms of the Company shall be obtained from the following addresses:

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

Issuer Company:


Ch 72/1/B, Moddha Badda,

Holland Centre, (6th floor), Progoti Sarani, Dhaka 1212, Bangladesh


Tel: 02-9862647

Tel: 02-9862657

Fax: 02-8851876

Website: www.amuletpharmaceuticals.com E-mail: [email protected]

Issue Managers:

Banco Finance And Investment Limited Baitul View Tower (11th Floor) 56/1, Purana Paltan, Dhaka-1000


Tel: 02-57164075

Tel: 02-57164192

Fax: 02-57164033

Website: www.bfilbd.org


ICB Capital Management Limited Green City Edge (5th & 6th Floor)

89, Kakrail, Dhaka-1000, Bangladesh


Tel: 02-8300555

Fax: 02-8300396 Website: icml.com.bd


Stock Exchanges:

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

DSE Library Tel: 02-9564601-7 Tel: 02-9666944-8 Fax: 02-9564727

Web: www.dsebd.org E-mail: [email protected]

Chittagong Stock Exchange Limited (CSE) CSE Building, 1080, Sk. Mujib Road, Agrabad C/A, Chittagong-4000

CSE Library Tel: 31-714632-3 Tel: 31-720871-3 Fax: 31-714101

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

Commission:

Bangladesh Securitie sand Exchange Commission Jiban Bima Tower (14th, 15th, 16th & 20th Floor). 10, Dilkusha C/A, Dhaka 1000, Bangladesh.

N/A Tel: 02-9568101-2 Tel: 02-9561525 Fax: 02-9563721

Web: www.sec.gov.bd

ii) Names and dates of the newspaper where abridged version of Prospectus was published:

Name of the Newspapers Date of Publication

[●] [●]

[●] [●]

[●] [●]

[●] [●]



http://www.dsebd.org/


http://www.cse.com.bd/


DEFINITIONS AND ACRONYMS/ELABORATIONS

A L

AGM Annual General Meeting LC Letter of Credit

Allotment Allotment of Shares

APL Amulet Pharmaceuticals Ltd. M

MW Megawatt

B MD Managing Director

BAS Bangladesh Accounting Standards MP Market Price

BB Bangladesh Bank

BDT Bangladeshi Taka N

BFIL Banco Finance And Investment Limited NAV Net Asset Value

BFRS Bangladesh Financial Reporting Standards NBR National Board of Revenue

BO Beneficiary Owner’s Account NRB Non Resident Bangladeshi

BoI Board of Investment NBFI Non-Bank Financial Institution

BSEC Bangladesh Securities And Exchange Commission

O

C Offering Price Price of the Securities of APL

CDBL Central Depository Bangladesh Limited

CEO Chief Executive Officer P

CFO Chief Financial Officer PE Price to Earnings

Certificate Share Certificate

CIB Credit Information Bureau R

Commission Bangladesh Securities And Exchange Commission RJSC Registrar of Joint Stock Companies and Firms

Companies Act

Companies Act, 1994 (Act. No. XVIII of 1994) BREB Bangladesh Rural Electrification Board

CSE Chittagong Stock Exchange Limited R&D Research and Development

CS Company Secretary

S

D Sponsors The Sponsor Shareholders of APL

DSE Dhaka Stock Exchange Limited STD A/C Short Term Deposit Account

SND A/C Short Notice Deposit Account

E Stockholders Shareholders

EPS Earnings Per Share Subscription Application Money

Exchanges Stock Exchanges Securities Share of Amulet Pharmaceuticals Ltd.

F T

FC Account Foreign Currency Account The Company Amulet Pharmaceuticals Ltd.

FI Financial Institution TIN Tax Identification Number

FY Fiscal Year Tk. Taka

G U

GOB The Government of People’s Republic of Bangladesh

USD United States Dollar

I V

ICAB The Institute of Chartered Accountants of Bangladesh

VAT Value Added Tax

IPO Initial Public Offering

ICML ICB Capital Management Limited W

Issuer Amulet Pharmaceuticals Ltd. WPPF Workers' Profit Participation Fund

https://en.wikipedia.org/wiki/Non-bank_financial_institution


TABLE OF CONTENTS

Chapter No. Particulars Page No.

CHAPTER I EXECUTIVE SUMMARY 06-09

(a) About the industry 06

(b) About the Issuer 06

(c) Financial Information 07

(d) Features of the issue and its objects 07

(e) Legal and Other Information 07

(f) Promoters’ background 07

(g) Capital structure and history of capital raising 09

(h) Summary of Valuation Report of Securities 09

CHAPTER II CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER 09-09

CHAPTER III DECLARATION AND DUE DILIGENCE CERTIFICATES 10-15

Declaration about the responsibility of the Director(s), including the CEO of Amulet Pharmaceuticals Ltd. in respect of Prospectus

10

Due Diligence Certificate of the Managers to the Issue 11

Due Diligence Certificate of the Underwriter(s) 13

CHAPTER IV ABOUT THE ISSUER 16-17

CHAPTER V CORPORATE DIRECTORY OF THE ISSUER 17-17

CHAPTER VI DESCRIPTION OF THE ISSUER 18-49

(a) Summary 18

(b) General Information 19

(c) Capital Structure 22

(d) Description of Business 26

(e) Description of Property 34

(f) Plan of Operation and Discussion of Financial Condition 43

CHAPTER VII MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 50-54 (a) Overview of business and strategies 50

(b) SWOT Analysis 53

(c) Analysis of the financial statements of last five years 54

(d) Known trends demands, commitments, events or uncertainties 54

(e) Trends or expected fluctuations in liquidity 54

(f) Off-balance sheet arrangements 54

CHAPTER VIII DIRECTORS AND OFFICERS 55-62

CHAPTER IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 63-63

CHAPTER X EXECUTIVE COMPENSATION 64-65

CHAPTER XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 64-64

CHAPTER XII TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM 64-64

CHAPTER XIII OWNERSHIP OF THE COMPANY’S SECURITIES 65-67

CHAPTER XIV CORPORATE GOVERNANCE 68-75

CHAPTER XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 76-77

CHAPTER XVI DEBT SECURITIES 77-78

CHAPTER XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES 78-78

CHAPTER XVIII MATERIAL CONTRACTS 78-80

CHAPTER XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY 80-80

CHAPTER XX RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS 81-86

CHAPTER XXI DESCRIPTION OF THE ISSUE 87-87

CHAPTER XXII USE OF PROCEEDS 88-90

CHAPTER XXIII LOCK-IN 91-92

CHAPTER XXIV MARKETS FOR THE SECURITIES BEING OFFERED 93-93

CHAPTER XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 94-94

CHAPTER XXVI FINANCIAL STATEMENTS 95-143

CHAPTER XXVII PUBLIC ISSUE APPLICATION PROCEDURE 144-147

CHAPTER XXVIII OTHERS 148-148


CHAPTER (I): EXECUTIVE SUMMARY

(A) ABOUT THE INDUSTRY:

Pharmaceutical is the core of Bangladesh’s Healthcare sector and serves as one of the most important manufacturing industry. With a history since 1950s, the industry has now turned one of the most successful pharmaceuticals manufacturing industry among the developing countries. Presently, the industry meets 97% of local demand and exports to more than 80 countries.

According to International Management System (IMS), in 2016 Bangladesh pharmaceuticals market size was Tk. 16,000 Crore. For the year ended 30 June 2016, APL's domestic sales were Tk. 41.38 crore. In the year 2015-2016 Bangladesh pharmaceuticals market size was Tk. 12,000 Crore. Insiders of the industry apprehend that by the year 2020 Bangladesh pharmaceuticals market size will be Tk. 20,000 Crore. They also apprehend that pharmaceuticals products are going to be added into the Bangladesh export basket in a big way within couple of years.

Pharmaceutical Industry of Bangladesh has come a long way in the past four decades and has already established itself in domestic as well as international market. The industry contributes about 1% of the total GDP and the second largest industry in terms of contribution to government’s exchequer. Bangladesh pharmaceutical industry is now heading towards self–sufficiency in meeting local demand. There are more than 437 registered small, medium, large scale, local and multinational companies operating in the country producing around 97% of the total internal demand. The remaining 3% basically constitute import of much‐specialized products like vaccines, anti‐cancer products and hormone drugs.

Bangladesh pharmaceuticals industry is enjoying good number of macroeconomic factors as competitive advantages like favorable government policy, comfortable size of local market for 16 crore populations, cheap labor, available technological know‐how, low power costs, low costs white‐collar labor etc. Population growth rate, growing income level of people and increase in modern health‐care facilities, health awareness of the mass people, contract manufacturing service and export of pharmaceutical products are major drivers for future growth in pharmaceuticals market in Bangladesh.

(B) ABOUT THE ISSUER: Amulet Pharmaceuticals Ltd. (APL) is one of the growing pharmaceutical companies in Bangladesh with it’s headquarter in Dhaka. It has been developing, manufacturing, selling and distributing pharmaceutical products throughout Bangladesh, a country with 160 million people. Amulet has enabled people of all income categories to live their lives to the fullest.

As an integrated healthcare solutions provider the company's product basket covers different therapeutic areas that includes gastro-intestinal, analgesics, hematinic, anti-infective and antibiotics, respiratory agents and non-steroidal anti-inflammatory drugs. The company is committed to providing high quality, appropriately priced products to its customers, supports doctors and consultants with detailed information on their product range and provides dedicated customer service. Amulet Pharmaceuticals Ltd. has a dedicated and competent workforce with exceptional expertise and talent in the field of pharmaceutical products employed in the factory, office and the sales force. Near future APL is going to introduce Herbal Section (Herbal Products) and Ophthalmic Section (Eye Ointment).

APL has modernized and refurnished its facilities upgraded internal technology & management and attained the capability to manufacture quality finished medicine. APL does not believe in low pricing because low price means low quality.

COMPANY AT A GLANCE

Name of the Company Amulet Pharmaceuticals Ltd.

Registered Office Cha-72/1-B, Moddha Badda (6th Floor), Holland Center, Progoti Sharani, Dhaka-1212

Factory Office Amulet Complex, Singdighi, Maona, Sreepur, Gazipur, Bangladesh.

Core Area of Business Manufacturing and marketing of quality medicine.

Legal Status Public Company Limited by shares

Date of Incorporation August 11, 1985


(C) FINANCIAL INFORMATION:

Major financial information of Amulet Pharmaceuticals Ltd. (APL) is as follows. As Per Audited Financial Statements

Particulars June 30, 2016 June 30, 2015 June 30, 2014 June 30, 2013 June 30, 2012

Turnover 413,810,745 388,157,162 294,467,820 212,055,360 140,576,835

Gross Profit/(Loss) 171,887,815 161,183,417 114,087,046 81,858,655 53,161,819

Net Profit before Tax 100,225,011 93,527,975 53,458,450 28,215,964 19,762,446

Net Profit after Tax 62,251,041 54,827,794 33,176,306 16,018,461 10,714,309

Total Assets 843,463,298 743,182,149 454,924,859 243,820,094 200,427,543

Share Capital 353,500,000 353,500,000 100,000,000 1,000,000 1,000,000

Retained Earnings 207,921,894 145,670,853 90,843,059 57,666,753 41,648,292

No. of Shares 35,350,000 35,350,000 10,000,000 10,000 10,0000

Face Value 10.00 10.00 10.00 100.00 100.00

NAV per Share 15.88 14.12 19.08 5,866.68 4,264.83

Earnings per Share 1.76 4.41 182.92 1,601.85 1,071.43

(D) FEATURES OF THE ISSUE AND ITS OBJECTS: Amulet Pharmaceuticals Ltd. is engaged in to produce quality medicine. The Company intends to issue 15,000,000 ordinary shares of Tk. 10.00 each at par through Initial public offering (IPO) totaling to Tk. 150,000,000.00 subject to regulatory approvals. Net Proceeds from initial public offering (IPO) will be used for Loan repayment, Plant & Machinery, Civil Construction and Working Capital.

(E) LEGAL AND OTHER INFORMATION: Amulet Pharmaceuticals Ltd. (APL) was incorporated as a private limited company on August 11, 1985 having a Vide Registration No. C-14612 and subsequently converted into a public limited company on July24, 2014 with Register of Joint Stock Companies and Firms (RJSC) in Bangladesh under the Companies Act, 1994. The company has other legal licenses like Import Registration Certificate, BAPI Membership Certificate, Trade License, Fire License, Certificate of Insurance and Environment Certificate.

(F) PROMOTERS’ BACKGROUND:

ABU SAEED SHAUKAT AHMED Chairman, Amulet Pharmaceuticals Ltd.

Abu Saeed Shaukat Ahmed is an engineer by profession and works as a Senior Project Manager in the U.K. He is also an experienced businessman. He is the Chairman of Action for Business Ltd. which owns and runs Carlisle Business Centre, Bradford, UK. In Bangladesh, he is involved with Suman Fashions Garments Ltd. and Bichitra Garments Ltd.

He was the founder Chairman of Manningham Housing Association Ltd. He was also an elected member of Bradford Metropolitan Council for 9 years when he held several committee and British Labour Party positions. In 2008, he was made a member of the Order of the British Empire (MBE) by Queen Elizabeth II in recognition of his services to British communities and the country.

Shaukat Ahmed studied at Faujdarhat Cadet College, Chittagong and Notre Dame College, Dhaka. He graduated in Electrical & Electronic Engineering from University of Leeds, UK. He was born in Sylhet district. He is a well-traveled man and visited many countries in the world for business purposes.

ABU ZAFAR ENAYET RASUL Managing Director, Amulet Pharmaceuticals Ltd. Mr. Rasul is a civil engineer and studied abroad in UK and Holland to pursue of his studies. He has vast experience in working several engineering projects while working with Danish Hydraulic Institute.

He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Suman Fashion Garments Ltd. is in business of manufacturing and exporting ready-made garments since 1988. He has attended a training course in Tokyo, Japan on top management of corporate business in 2009. He also attended several seminar and workshop relating to business and engineering. He is also a Director of Bichitra Garments Ltd. Mr. Rasul is also a sponsor shareholder of Baraka Power Limited, an IPP (Independent Power Producing) company. BPL has its first project a 51MW gas generator based power producing unit at Fenchugonj and listed with both DSE and CSE.

A Z Enayet Rasul studied at Mirzapur Cadet College, Tangail and Notre Dame College, Dhaka. He completed his graduate

in civil engineering from University of Leeds, UK and M.Sc. in Hydroinformatics from Institute of Hydraulic and

Environment Engineering, Delft, Holland. Mr. Rasul traveled many countries of the world for business purposes like UK,

France, Germany, Sweden, Malaysia, Hong Kong, Thailand, China, Italy, Singapore, Denmark, Holland, India, Switzerland

etc.


ABDUL MANNAN Director, Amulet Pharmaceuticals Ltd.

Mr. Mannan pursued his school studies in England and later he came back to Bangladesh and completed his education of B.A. He is very conversant both in Bangla and English.

He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Mr. Mannan is also involved in the business of travels in Dhaka. He is also a shareholder of Jonaki Travels Ltd., office located in Motijheel and another in Sylhet. Jonaki Travels is in the business of ticketing and arranging travel packages since 1980. Mr. Mannan joined in the company in 1998. He is also a sponsor shareholder of Baraka Power Limited. Mr. Mannan successfully maintains good amount of portfolio business in DSE and CSE market. He is also the Director of Bichitra Garments Ltd., Baraka Apparels Limited and Fusion Holdings (Pvt.) Ltd. He is also a well-traveled man and visited many countries of the world for business purposes.

SYED AMIRUL ISLAM Director, Amulet Pharmaceuticals Ltd.

Syed Amirul Islam is a registered pharmacist and received his M. Pharm from Dhaka University in 1985. Later he did his MBA with major in marketing from the Institute of Business Studies, DIU in 2002. He has served several pharmaceuticals companies since he finished his M. Pharm.

He served with Square Pharmaceuticals Ltd. after his completed his M. Pharm as Asst. Manager in medical services department from 1986 till 1997. Later on he joined Somatech Pharmaceuticals Ltd. and worked as Marketing Manager till 2000. He was then promoted to Marketing Operation Manager when he worked with his dynamic guidance and ideas to improve the sales of the company. He was successfully marketed the goods of Somatech in the market and captured a substantial share of the market for Somatech to become one of the 10 companies in Bangladesh.

He was then promoted to Marketing Services Manager till he joined Amulet Pharmaceuticals Ltd. in 2008 as Chief Executive Officer. He is very much experienced with the pharmaceuticals business and its day to day operations. He has good amount of knowledge about the pharmaceuticals machineries and production procedures in a pharmaceuticals factory. He will be an asset for his experience in Sales and Marketing of the products. He is also a regular faculty on Pharmacy department in different private universities. M. A. BARI Director, Amulet Pharmaceuticals Ltd

Mr. Alhaj M. Abdul Bari is a prominent businessman. He started his business career in tourism sector in the early 70's. Later he started Garments business and also invested in other potential projects such as Medical College & Hospital, Pharmaceuticals, and Property Business etc. He has other businesses in UK. Mr. Bari is also Director of Baraka Power Limited, Bichitra Garments Ltd., Royal Homes Ltd., Royal Educare Ltd., Sylhet Women’s Medical College & Hospital and Jonaki International (Pvt.) Limited. He traveled most of countries of the world for business purposes. MUHAMMED AHMED ALI Director, Amulet Pharmaceuticals Ltd.

Mr. Muhammed Ahmed Ali a permanent citizen of UK. He completed his graduation and engaged in business in UK. Mr. Ali has several restaurants in UK and also invested in Bangladesh on garments, powers and medicine sector. He was born in Sylhet.


(G) CAPITAL STRUCTURE AND HISTORY OF CAPITAL RAISING:

The Company intends to issue 15,000,000 ordinary shares of Tk. 10.00 each at par through Initial Public Offering (IPO) totaling to Tk. 150,000,000.00 subject to regulatory approvals.

Particulars No. of Shares Face Value (Tk.) Amount in BDT

Before IPO:

Authorized Capital 120,000,000 10.00 1,200,000,000

Paid up Capital 35,350,000 10.00 353,500,000

Total paid up Capital before IPO (A) 35,350,000 10.00 353,500,000

After IPO:

To be issued as IPO (B) 15,000,000 10.00 150,000,000

Paid up capital (Post IPO) (A+B) 50,350,000 10.00 503,500,000

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

Allotment Date Basis

Amount in BDT

In cash (Tk.) Other than in cash

Bonus Share

Subscription to the Memorandum & Articles of Association at the time of Incorporation on 11-08-1985

1,000,000 - - 1,000,000

Issued as on 28 June, 2014 99,000,000 - - 99,000,000

Issued as on 27 May, 2015 253,500,000 - - 253,500,000

Total 353,500,000 - - 353,500,000

The Company, however has subdivided the face value of its ordinary share from Taka 100/- to Taka 10/- is by passing a special resolution in its Extra-Ordinary General Meeting held on April24, 2014 and necessary amendment in capital clause of the Memorandum of Association and Articles of Association were made accordingly. Hence, the paid up capital of the Company comes to Tk. 353,500,000/- divided into 35,350,000 ordinary shares of Tk. 10/- each.

(H) SUMMARY OF VALUATION REPORT OF SECURITIES:

Particulars Amount in BDT

Method 1: Net Asset Value (NAV) per share

Price based on Net Asset Value per share 15.88

Method 2: Historical Earnings based value per share

Earnings based Value per share based on Overall Market P/E 23.13

Method 3: Average Market price per share of similar stocks

Average Market price per share of similar stocks 96.59

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

Conditions Imposed by the Commission are include after getting consent letter from Bangladesh Securities and Exchange Commission.


CHAPTER (III): DECLARATION AND DUE DILIGENCE CERTIFICATES Annexure-A

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF

AMULET PHARMACEUTICALS LTD. IN RESPECT OF THE PROSPECTUS

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/- Abu Saeed Shaukat Ahmed

Chairman

Sd/- Abu Zafar Enayet Rasul

Director & Managing Director

Sd/- Syed Amirul Islam

Director & CEO

Sd/- Abdul Mannan

Director

Sd/- M. A. Bari Director

Sd/- Muhammed Ahmed Ali

Director

Sd/- Md. A U M Mamun Chowdhury

Independent Director

Sd/- Md. Munshi Moniruzzaman

Independent Director Date: October 18, 2016


Annexure-B

DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER

Banco Finance And Investment Limited

To The Bangladesh Securities and Exchange Commission

SUB: PUBLIC ISSUE OF 15,000,000 ORDINARY SHARES OF BDT 10.00 AT PAR TOTALING BDT 150,000,000.00 OF AMULET PHARMACEUTICALS LIMITED.

Dear Sir,

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

(1) We have examined all the documents submitted with the application for the above mentioned public issue, visited the premises of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in connection with the finalization of the prospectus pertaining to the said issue;

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

WE CONFIRM THAT:

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

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

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

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

(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;

(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main objects’ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out till now are valid in terms of the object clause of its Memorandum of Association;

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

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

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

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

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

Sl. No.

Name of the Issue Issue Year Issue Price Dividend Payment History

2015 2014 2013

01 No issue has been approved 2011-2012 N/A

02 Sunlife Insurance Company Limited

2012-2013

10.00 - 6% B 5% B

03 Golden Harvest Agro Industries Limited 25.00 10% B 10% C 10% C, 5% B

04 Familytex (BD) Limited 10.00 - 10% B 100% B


06 IFAD Autos Limited 2014-2015 30.00 7% C, 30% B - -


Place: Dhaka Date: October 26, 2016

Sd/- Mohammad Hamdul Islam Managing Director & CEO



DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER

ICB Capital Management Limited

To The Bangladesh Securities and Exchange Commission

Sub: Public Offer of 15,000,000 Ordinary Shares of Tk.150,000,000.00 by Amulet Pharmaceuticals Ltd.

Dear Sir,

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

(1) We have examined all the documents submitted with the application for the above mentioned public issue, visited the premises of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in connection with the finalization of the prospectus pertaining to the said issue;

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

WE CONFIRM THAT:

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

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

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

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

(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;

(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main objects’ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out till now are valid in terms of the object clause of its Memorandum of Association;

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

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

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

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

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

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

1

Bangladesh Shipping Corporation (RPO)

2011-12

500.00 2015- 10% B, 2014-10% C, 2013- 20% C, 15% B, 2012-20% C, 10% B

GSP Finance Company (Bangladesh) Limited 25.00 2014-55% B, 2013- 12% B, 2011- 10% B

Bangladesh Submarine Cable Company Limited 35.00 2015- 20% B, 2014-20% B, 5% C, 2013- 15% B,

2 Orion Pharma Limited

2012-13 60.00 2014- 15% C, 2013- 15% C, 2012- 20% C, 20% B.

Bengal Windsor Thermoplastics Limited 40.00 2014- 10% B, 2013- 23% C, 2012- 8% B, 14% C

3

Apollo Ispat Complex Limited

2013-14

22.00 2015- 3% C, 12% B, 2014- 14% B

Shurwid Industries Limited 10.00 2014- 15% B

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

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

4 National Feed Mills Limited

2014-15 10.00 2014- 10%B

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

5 The ACME Laboratories Limited

2015-2016 77.00

Doreen Power Generations and Systems Limited 29.00

Place: Dhaka Date: October 23, 2016

Sd/- Nasrin Sultana

Chief Executive Officer ICB Capital Management Limited


Annexure-C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER

Southeast Bank Capital Services Limited

To - The Bangladesh Securities and Exchange Commission

Sub: Public offer of 15,000,000 Ordinary Shares of Tk. 150,000,000.00 of Amulet Pharmaceuticals Ltd.

Dear Sir,

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

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

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

WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 550,00,00,000 (Taka five hundred and fifty crore only) and we have the capacity to underwrite a total amount of Tk. 2750,00,00,000 (Taka two thousand seven hundred and fifty crore only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 1,50,00,000 (Taka one crore and fifty lac ) only for the upcoming issue.

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

Sl. No. Name of the Company Underwritten Amount in BDT

01 Express Insurance Limited 5,73,25,000

02 IDLC Finance Limited 3,00,00,000

03 Dhaka Regency Hotel Limited 2,50,00,000

04 Bashundhara Paper Mills Limited 5,00,00,000

05 AB Bank Limited 25,00,00,000

06 IFIC Bank Limited 25,00,00,000

Total Underwriting Obligations 66,23,25,000

(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.

On behalf of Southeast Bank Capital Services Limited Sd/- Muhammad Shahjahan Managing Director Southeast Bank Capital Services Limited Date: October 18, 2016



AIBL Capital Management Limited


Sub: Public offer of 15,000,000 Ordinary Shares of Tk. 150,000,000.00 of Amulet Pharmaceuticals Ltd.

Dear Sir,




WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 500,000,000 (Taka Fifty Crore only) and we have the capacity to underwrite a total amount of Tk. 2,500,000,000 (Taka Two Hundred and Fifty Crore Only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 22,500,000 (Taka Two Crore Twenty Five Lac Only) for the upcoming issue.



i Alliance Holdings Limited 46,750,000.00

ii MP Spinning Mills Limited 45,000,000.00

iii LSI Industries Limited 20,000,000.00

iv MEB Poy Manf. Plant Ltd. 30,000,000.00

v Pacific Denims Ltd. 37,500,000.00

Total Underwriting Obligations 230,250,000.00



(e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter: Sd/- Muhammad Husain Ahmad Faruqi Chief Executive Officer (CC) AIBL Capital Management Limited Date: October 17, 2016



Janata Capital and Investment Limited


Sub: Public Offer of 1,50,00,000 Ordinary shares of Tk. 15,00,00,000 by Amulet Pharmaceuticals Limited.

Dear Sir,




WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a Merchant banker and eligible to carry out the underwriting activities. Our present paid up capital stands at Tk. 200.00 (Two hundred crore only) and we have the capacity to underwrite a total amount of Tk. 1000.00 (One thousand crore only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 1,50,00,000 (One crore fifty lac Only) for the upcoming Issue.



01. Rupsha Fish & allied industries Ltd 3,00,00,000

02. MP Spinning mills Ltd 3,00,00,000

03. Dhaka Regency Hotel and Resort Ltd 2,50,00,000

04. IFIC Bank Ltd 2,00,00,000

05. Indo-Bangla Pharmaceuticals Limited 1,75,00,000

Total Underwriting Obligations 12,25,00,000



(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter: Sd/- Dina Ahsan Chief Executive Janata Capital and Investment Limited Date: October 18, 2016


CHAPTER (IV): ABOUT THE ISSUER

(a) Name of the issuer, dates of incorporation and commencement of its commercial operations, its logo, addresses of its registered office, other offices and plants, telephone number, fax number, contact person, website address and e-mail address;

Particulars Description

Name of the Issuer : Amulet Pharmaceuticals Ltd.

Date of incorporation : August 11, 1985

Date of Commencement of

commercial operations : 1986, in new premises November 01, 2011

Company Logo :

Registered office : Cha-72/1-B, Moddha Badda (6th floor), Holland Center, Progoti sharani, Dhaka-1212

Factory office : Amulet Complex, Singdighi, Maona, Sreepur, Gazipur, Bangladesh.

Telephone Number : 02-9862647, 02-9862657

Fax Number : 02-8851876

Contact Person : Abu Zafar Enayet Rasul

Website Address : www.amuletpharmaceuticals.com

E-mail Address : [email protected]

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

Sl. No. Name of the Sponsors

1 A.K.M. Saleh Uddin

2 M.A. Hamid

3 M.A. Qayum

4 M.A. Matin

5 A.K.M Anwarul Islam

6 Mr. Mamunur Rashid

Sl. No. Name of the Directors

1 Abu Saeed Shaukat Ahmed

2 Abu Zafar Enayet Rasul

3 Abdul Mannan

4 Syed Amirul Islam

5 M. A. Bari

6 Muhammed Ahmed Ali

7 Md. A U M Mamun Chowdhury

8 Md. Munshi Moniruzzaman

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

numbers, contact persons, website and e-mail addresses;


Name : Zoha Zaman Kabir Rashid & Co.

Logo :

Address : Rupayan Karim Tower, Level -7, Suite-7A, 80, Kakrail, Dhaka-1000, Bangladesh.

Telephone Number : 02-9339725, 02-9339732

Fax Number : 02-8313128

Contact Person : Md. Iqbal Hossain FCA

Website address : www.zzkrca.com

E-mail Address : [email protected]

http://www.amuletpharmaceuticals.com/




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

DHAKA STOCK EXCHANGE LIMITED 9/F Motijheel C/A, Dhaka 1000.

and

CHITTAGONG STOCK EXCHANGE LTD. CSE Building, 1080, Sheikh Mujib Road, Chittagong 4100.

CHAPTER (V): CORPORATE DIRECTORY OF THE ISSUER


Name of the Issuer : Amulet Pharmaceuticals Ltd.

Registered office : Cha-72/1-B, Moddha Badda (6th floor), Holland Center, Progoti sharani, Dhaka-1212

Factory office : Amulet Complex, Singdighi, Maona, Sreepur, Gazipur, Bangladesh.

Auditor : Zoha Zaman Kabir Rashid & Co.

Chartered Accountants Rupayan Karim Tower, Level -7, Suite-7A, 80, Kakrail, Dhaka-1000, Bangladesh.

Managers to the Issue :


Baitul View Tower (11th Floor), 56/1, Purana Paltan, Dhaka-1000

: ICB Capital Management Limited Green City Edge (5th & 6th Floor) 89, Kakrail, Dhaka-1000, Bangladesh

Company Secretary : Munshi Abu Naim ACS

Legal Advisor : Fakir Abu Hasan Mohammad Yousuf

Tax Consultant : Fakir Abu Hasan Mohammad Yousuf

All investors are hereby informed that Mr. Munshi Abu Naim, ACS Company Secretary, would be designated as Compliance Officer who will monitor the compliance of the acts, rules, regulations, notification, guidelines, conditions, orders/directions etc. issued by the Commission and/or Stock Exchange(s) applicable to the conduct of the business activities of the Company so as to promote the interest of the investors in the security issued by the Company, and for redressing investors’ grievances.


CHAPTER (VI): DESCRIPTION OF THE ISSUER

(A) SUMMARY

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

The project was setting up a pharmaceutical industry is envisaged by a group of qualified entrepreneurs with a view to extend its present pattern of business in the field of medicine. It will provide services to the needy people with minimum prices so that poor and destitute will be able to procure medicine. The promoters are well-renounced educated and highly experienced entrepreneurs. Having been a successful business group in Garments Manufacturing and Exporting sector, tourism sector and electricity generation business this group of entrepreneurs plan to diversify business and decided to go for Pharmaceutical sector by setting up a medicine manufacturing unit. It is expected that they will be able to run the project successfully.

Having decided to establish a pharmaceutical industry basically two options were looked for. Option 1 by transferring of entire shares an existing pharmaceuticals company and renovate it to a desirable level of standard to satisfy GMP (Good Manufacturing Practice) compliance. Option 2 was to construct a new GMP compliant factory in Maona, Sreepur, Gazipur and apply for manufacturing license from the Directorate of Drugs, Government of Bangladesh.

In pursing these two options a mixed option became available and the company decided to for that. This mixed option was to transfer entire shares of a company with their license of manufacturing Non-Biological Medicine but the production facility was very poor and not worthy to work on it. In future an up-to-date manufacturing facility needs to be constructed. So it was decided to buy the company with the license and build a new manufacturing facility on company’s own land at Maona, Sreepur, Gazipur. The Company that was acquired by transferring of entire shares called Healing Pharmaceuticals Ltd. Its office cum factory was at Kadamtali, Bashabo, Dhaka. Entire shares of Healing Pharmaceuticals Ltd. were transferred to new shareholders and registered by RJSC on 2008.

After completing the process of share transfers and duly registered by RJSC, an application was made to Directorate of Drugs Administration, Government of Bangladesh on 02 March, 2008 for the followings:

1) Approval of the change of shareholders of Healing Pharmaceuticals Ltd.; 2) Acceptance of the change of the name of the company from Healing Pharmaceuticals Ltd. to Amulet Pharmaceuticals Ltd.; 3) Permission to relocate the manufacturing facility from Kadamtola Basabo to Maona, Sreeepur, Gazipur; 4) Grant of a period of 2 years to construct a factory facility and decoration of the same; 5) Approval of a Biological License in addition to the existing the Non-Biological license.

An approval was received from the Directorate of Drug Administration on 13 April, 2009 of the followings: 1) Approval of the shares transfer of Healing Pharmaceuticals Ltd.; 2) Approval of change of the company name from Healing to Amulet Pharmaceuticals Ltd.; 3) Relocation and grant of one year time for construction of a new manufacturing facility at Maona, Sreepur, Gazipur in according to the GMP compliances.

This new facility was ready for inspection by the Directorate of Drugs Administration to grant Amulet Pharmaceuticals Ltd. with a Biological manufacturing license in addition to the existing Non-Biological license. Subsequently, the factory and the facilitieswere inspected by the Directorate of Drug Administration on 10 June, 2011 and the Biological Manufacturing license in addition to the renewal of existing Non-biological license was granted on 24 October, 2011. Finally, production at this new manufacturing facility of Amulet Pharmaceuticals at Maona, Sreepur, Gazipur started on 01 November, 2011.

Since then slowly all products of Amulet Pharmaceuticals Ltd are being produced in this new GMP compliant manufacturing facility.

COMPANY AT A GLANCE

Name of the Company Amulet Pharmaceuticals Ltd.

Registered Office Cha-72/1-B, Moddha Badda (6thFloor), Holland Center, Progoti Sharani, Dhaka-1212.


Core Area of Business Manufacturing and marketing of quality medicine.

Legal Status Public Company Limited by shares.

Date of Incorporation August 11, 1985.


HIGHLIGHTS OF THE COMPANY

Date of incorporation as Private Limited Company August11, 1985

Commencement of commercial operation 1986, in new premises November 01, 2011.

Conversion date from Private Limited Company to Public Limited Company July 24, 2014

Date of change of denomination of face value of share from Tk. 100 to Tk. 10 April 24, 2014

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

As Per Audited Financial Statements


Turnover 413,810,745 388,157,162 294,467,820 212,055,360 140,576,835


Net Profit before tax 100,225,011 93,527,975 53,458,450 28,215,964 19,762,446

Net Profit after tax 62,251,041 54,827,794 33,176,306 16,018,461 10,714,309

Total Assets 843,463,298 743,182,149 454,924,859 243,820,094 200,427,543

Share Capital 353,500,000 353,500,000 100,000,000 1,000,000 1,000,000


No. of Shares 35,350,000 35,350,000 10,000,000 10,000 10,0000

Face Value 10.00 10.00 10.00 100.00 100.00

NAV per Share 15.88 14.12 19.08 5,866.68 4,264.83


(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

Name Amulet Pharmaceuticals Ltd.

Address Cha-72/1-B, Moddha Badda (6th floor), Holland Center, Progoti sharani, Dhaka-1212

Telephone Numbers 02-9862647, 02-9862657

Fax Numbers 02-8851876

Factory office

Name Amulet Pharmaceuticals Ltd.

Address Amulet Complex, Singdighi, Maona, Sreepur, Gazipur, Bangladesh.

Telephone Numbers 01726058149

Fax Numbers N/A

Other office (Sales Centers/Dispatch Outlets)

Name of Companies Sales Center

Address Telephone Numbers

Fax numbers

Dhaka Sales Center Cha-72/1-B, Holland Center (6th floor) Moddha Badda, Progati Sharani, Dhaka-1212.

0172786966 N/A

Chittagong Sales Center Nasirabad, Chittagong. 01714826532 N/A

Comilla Sales Center West Bagicha, Train Station, Comilla. 01948662667 N/A

Bogra Sales Center Ward No. 95/3-Holding No. 4444/467-Ground Floor, Jalasharitola, Bogra. 01680746323 N/A

Mymensingh Sales Center Holding No. 95/3, Bhatikashor, Mymensingh. 01858297953 N/A

Barisal Sales Center Ali Hossain Mansion, Bangla Bazar, Barisal. 01747135084 N/A

Sylhet Sales Center Amborkhana, Sylhet. 01716765777 N/A

Rajshahi Sales Center Mithur More Laxmipur, Rajshahi. 01735361877 N/A

Rangpur Sales Center Station Road, Rangpur. 01866748966 N/A

Maizdi Sales Center Maizdee Court, Maizdee. 01811315285 N/A

Kustia Sales Center N. S. Road, Kushtia. 01935646093 N/A


(ii) The board of directors of the issuer:

Sl. No. Name of the Board of Directors Designation

1 Abu Saeed Shaukat Ahmed Chairman

2 Abu Zafar Enayet Rasul Managing Director

3 Abdul Mannan Director

4 Syed Amirul Islam Director

5 M. A. Bari Director

6 Muhammed Ahmed Ali Director

7 Md. A U M Mamun Chowdhury Independent Director

8 Md. Munshi Moniruzzaman Independent Director

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

Sl. No. Name Designation Address Telephone, fax numbers & E-mail address

1 Abu Saeed Shaukat Ahmed Chairman Cha-72/1-B, Moddha Badda, (6th floor), Holland Center, Progoti sharani, Dhaka-1212

Tel: 02-9862647, 02-9862657 Fax: 02-8851876 E-mail: [email protected]

2 Abu Zafar Enayet Rasul Managing Director Cha-72/1-B, Moddha Badda, (6th floor), Holland Center, Progoti sharani, Dhaka-1212


3 Abdul Mannan Director Cha-72/1-B, Moddha Badda, (6th floor), Holland Center, Progoti sharani, Dhaka-1212


4 Syed Amirul Islam Director Cha-72/1-B, Moddha Badda, (6th floor), Holland Center, Progoti sharani, Dhaka-1212


5 M. A. Bari Director Cha-72/1-B, Moddha Badda, (6th floor), Holland Center, Progoti sharani, Dhaka-1212


6 Muhammed Ahmed Ali Director Cha-72/1-B, Moddha Badda, (6th floor), Holland Center, Progoti sharani, Dhaka-1212


7 Md. A U M Mamun Chowdhury Independent

Director Cha-72/1-B, Moddha Badda, (6th floor), Holland Center, Progoti sharani, Dhaka-1212


8 Md. Munshi Moniruzzaman Independent

Director Cha-72/1-B, Moddha Badda, (6th floor), Holland Center, Progoti sharani, Dhaka-1212


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

Sl. No. Name Position Address Telephone, fax numbers & E-mail address

1 Kazi Mahmudul Hasan CFO Cha-72/1-B, Moddha Badda, (6th floor), Holland Center, Progoti sharani, Dhaka-1212


2 Munshi Abu Naim ACS Company Secretary

& Compliance Officer

Cha-72/1-B, Moddha Badda, (6th floor), Holland Center, Progoti sharani, Dhaka-1212


3 Fakir Abu Hasan Mohammad Yousuf Legal advisor Cha-72/1-B, ModdhaBadda, (6th floor), Holland Center, Progotisharani, Dhaka-1212


4 Zoha Zaman Kabir Rashid & Co. Chartered

Accountants Rupayan Karim Tower, Level -7, Suite-7A, 80, Kakrail, Dhaka-1000, Bangladesh.

Tel: 02-9339725, 02-9339732 Fax:02-8313128 E-mail: [email protected]

(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.;

Name of Issue Managers & Addresses Contact Person Telephone & Fax Numbers Website & E-mail Addresses Banco Finance And Investment Limited

Baitul View Tower (11th Floor) 56/1, Purana Paltan, Dhaka-1000


Tel: 02-57164075 Tel: 02-57164192 Fax: 02-57164033

Website: www.bfilbd.org E-mail: [email protected]

ICB Capital Management Limited Green City Edge (5th & 6th Floor)

89, Kakrail, Dhaka-1000, Bangladesh


Tel: 02-8300555

Fax:02-8300396

Website: icml.com.bd


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

Credit Rating is not applicable for this Issue.















(vii) Following details of underwriting: a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of the underwriters and the amount underwritten by them;

Name of the Underwrites & Addresses Contact Person Telephone & Fax Numbers, Website & E-mail Addresses

Underwritten Amount in BDT

AIBL Capital Management Limited Peoples Insurance Bhaban (7th Floor) 36, Dilkusha C/A, Dhaka-1000

Muhammad Husain Ahmad Faruqi Chief Executive Officer (CC)

Tel: 02-9560198

Tel: 02-9568007

Tel: 02-7123255-7

Fax: 02-9569351 Website: www.al-arafahbank.com E-mail: [email protected]

22,500,000

Janata Capital and Investment Limited 48, Motijheel (3rd floor), Dhaka-1000

Dina Ahsan Chief Executive

Tel: 02-7114374

Tel: 02-7114375

Fax: 02-7110496 Website: www.jcil-bd.com E-mail: [email protected]

15,000,000

Southeast Bank Capital Services Ltd. Eunoos Center (Level 9) 52-53 Dilkusha C/A, Dhaka-1000

Muhammad Shahjahan Managing Director (C.C.)

Tel: 02-9574171-5

Fax: 02-9574169 Website: www.southeastbank.com.bd E-mail: [email protected]

15,000,000

b) Declaration by the underwriters that they have sufficient resources as per the regulatory requirements to discharge their respective obligations; As per the Declaration by the underwriters (Chapter III, Due Diligence Certificate of the Underwriters.), they are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities and have the adequate capacity to underwrite as per relevant legal requirements.

c) Major terms and conditions of the underwriting agreements. (i) As per the guideline of Bangladesh Securities and Exchange Commission, 35% of Initial Public Offering (IPO) i.e. 5,250,000 ordinary shares of Tk. 10.00 per share totaling Tk. 52,500,000.00 shall have to be underwritten by the Underwriters, subject to the terms stated as follows:

(ii) The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 5 (five) weeks from the date of the subscription closer), if any of the following events occur:

(a) Upon closing of the subscription list it is found that the total number of the valid applications is less than the minimum requirement as specified in the listing regulations of the stock exchanges. (b) At least 65% of the IPO is not subscribed.

(iii) The Company shall issue 15,000,000 Ordinary Shares of Tk. 10.00 per share for public subscription through publishing a Prospectus in accordance with the consent of the Bangladesh Securities and Exchange Commission and the provision of this Agreement.

(iv) 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 2.01 and providing for payment of underwriting commission 0.50% (zero point five zero percent) on the amount underwritten. (v) 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.

http://www.al-arafahbank.com/

http://www.jcil-bd.com/



(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 shares

Class of securities

Nominal price

Issue price

Amount in BDT

Before IPO:

Authorized Capital 120,000,000 Ordinary Shares 10.00 10.00 1,200,000,000

Issued, Subscribed and Paid up capital 35,350,000 Ordinary Shares 10.00 10.00 353,500,000

Total paid up capital before IPO (A) 35,350,000 Ordinary Shares 10.00 10.00 353,500,000

After IPO

To be issued as IPO (B) 15,000,000 Ordinary Shares 10.00 10.00 150,000,000

Paid up capital (Post IPO) (A+B) 50,350,000 Ordinary Shares 10.00 10.00 503,500,000

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

Date of Allotment Form of Consideration Amount in

BDT In cash Other than in cash Bonus Share

Subscription to the Memorandum & Articles of Association at the time of Incorporation on 11-08-1985

1,000,000 - - 1,000,000

Issued as on 28 June, 2014 99,000,000 - - 99,000,000

Issued as on 27 May, 2015 253,500,000 - - 253,500,000

Total 353,500,000 - - 353,500,000

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

Description Number of Securities

to be Offered Break-up of Securities

Nominal value

Issue Amount in BDT

Offer price BDT 10.00 Each at Par, total size of fund to be raised BDT. 150,000,000/-

Eligible investors (EIs) 7,500,000 10.00 75,000,000

General Public 7,500,000 10.00 75,000,000

Total 15,000,000 10.00 150,000,000

(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 No. of

Securities Issue price Amount in BDT

Paid up capital before the present issue 35,350,000 10.00 353,500,000

Paid up capital after the present issue 50,350,000 10.00 503,500,000

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

Share premium account before the present issue N/A

Share premium account after the present issue N/A

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

convertible instruments (if any);

Sl. No.

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 15,187,500 15,187,500 42.96 30.16

N/A N/A

2 Other than Directors & Sponsors 20,162,500 20,162,500 57.04 40.04

3 Eligible investors (EIs) Mutual Funds - 1,500,000 - 2.98

Other EIs - 6,000,000 - 11.92

4 General public NRB - 1,500,000 - 11.92

Others - 6,000,000 - 2.98

Total 35,350,000 50,350,000 100 100


(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 has not issued any of its ordinary shares for consideration in other than cash at any point of time.

(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 one or more employee stock option schemes.

(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.

(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 of Sponsors & Directors

Nature of Issue Date of

allotment No. of shares

Face value

Issue price

Consideration Date when shares Were made fully

Paid-up

Percentage (%) Lock-in

Period Pre-IPO

Post-IPO

Abu Saeed Shaukat Ahmed Ordinary Shares

12-10-2007 25,000

10.00 10.00 Cash

12-10-2007

8.08 5.67 3 Years 28-06-2014 1,475,000 28-06-2014

27-05-2015 1,355,000 27-05-2015

Abu Zafar Enayet Rasul Ordinary Shares

12-10-2007 27,500

10.00 10.00 Cash

12-10-2007

14.87 10.44 3 Years 28-06-2014 1,722,500 28-06-2014

27-05-2015 3,505,000 27-05-2015

Abdul Mannan Ordinary Shares

04-11-2007 25,000

10.00 10.00 Cash

04-11-2007

10.49 7.36 3 Years 10-11-2007 2,500 10-11-2007

28-06-2014 1,722,500 28-06-2014

27-05-2015 1,957,500 27-05-2015

Syed Amirul Islam Ordinary Shares

04-11-2007 7,500

10.00 10.00 Cash

04-11-2007

3.00 2.11 3 Years 28-06-2014 742,500 28-06-2014

27-05-2015 310,000 27-05-2015

M. A. Bari Ordinary Shares

10-11-2007 5,000

10.00 10.00 Cash

10-11-2007

3.28 2.30 3 Years 28-06-2014 495,000 28-06-2014

27-05-2015 660,000 27-05-2015

Muhammed Ahmed Ali Ordinary Shares 27-05-2015 1,150,000 10.00 10.00 Cash 27-05-2015 3.25 2.28 3 Years

Total 15,187,500 10.00 10.00 42.96 30.16

Note: (i) There is no pledged shares (ii) Lock-in starts from date of issuance Prospectus

Name of General Shareholders Nature of Issue Date of

allotment No. of shares

Face value

Issue price

Consideration

Date when shares

were made fully

Paid-up

Percentage (%)

Lock-in Period Pre-

IPO Post-IPO

Janata Capital and Investment Ltd. Ordinary Shares 27-05-2015 500,000 10.00 10.00 Cash 27-05-2015 1.41 0.99 1 Year

BMSL Investment Ltd. Ordinary Shares 27-05-2015 900,000 10.00 10.00 Cash 27-05-2015 2.55 1.79 1 Year

Abdulla-Al-Mahmud Ordinary Shares 27-05-2015 1,000,000 10.00 10.00 Cash 27-05-2015 2.83 1.99 1 Year

Aminur Rashed Ordinary Shares 28-06-2014 750,000 10.00 10.00 Cash 28-06-2014 2.12 1.49 1 Year

Nahid Khan Rasul Ordinary Shares 27-05-2015 1,062,500 10.00 10.00 Cash 27-05-2015 3.01 2.11 1 Year

Syeda Shanaz Ahmed Ordinary Shares 27-05-2015 1,400,000 10.00 10.00 Cash 27-05-2015 3.96 2.78 1 Year

Jobayda Mannan Ordinary Shares 27-05-2015 1,400,000 10.00 10.00 Cash 27-05-2015 3.96 2.78 1 Year

Raisa Mehvin Rasul Ordinary Shares 27-05-2015 1,000,000 10.00 10.00 Cash 27-05-2015 2.83 1.99 1 Year

Sharmin Sultana Lima Ordinary Shares 27-05-2015 1,200,000 10.00 10.00 Cash 27-05-2015 3.39 2.38 1 Year

Munsur Ahamed Ordinary Shares 27-05-2015 420,000 10.00 10.00 Cash 27-05-2015 1.19 0.83 1 Year


Abid Hossain Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

M. Munir Ahmed Ordinary Shares 27-05-2015 400,000 10.00 10.00 Cash 27-05-2015 1.13 0.79 1 Year

Ishtiaq Ahmed Ordinary Shares 27-05-2015 100,000 10.00 10.00 Cash 27-05-2015 0.28 0.20 1 Year

Md. Uzzal Hossain Ordinary Shares 27-05-2015 100,000 10.00 10.00 Cash 27-05-2015 0.28 0.20 1 Year

Md. Masudur Rahman Ordinary Shares 27-05-2015 80,000 10.00 10.00 Cash 27-05-2015 0.23 0.16 1 Year

Zahed Hossan Ordinary Shares 27-05-2015 80,000 10.00 10.00 Cash 27-05-2015 0.23 0.16 1 Year

Md. Sajedul Islam Ordinary Shares 27-05-2015 100,000 10.00 10.00 Cash 27-05-2015 0.28 0.20 1 Year

S & S Enterprise Ordinary Shares 27-05-2015 50,000 10.00 10.00 Cash 27-05-2015 0.14 0.10 1 Year

Apurba Kumar Das Ordinary Shares 27-05-2015 100,000 10.00 10.00 Cash 27-05-2015 0.28 0.20 1 Year

Sabbir Ahmed Ordinary Shares 27-05-2015 50,000 10.00 10.00 Cash 27-05-2015 0.14 0.10 1 Year

Md. Anisur Rahman Ordinary Shares 27-05-2015 100,000 10.00 10.00 Cash 27-05-2015 0.28 0.20 1 Year

Mohammad Shafiqul Kabir Ordinary Shares 27-05-2015 125,000 10.00 10.00 Cash 27-05-2015 0.35 0.25 1 Year

Zahidul Islam Ordinary Shares 27-05-2015 250,000 10.00 10.00 Cash 27-05-2015 0.71 0.50 1 Year

Gulam Imani Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

Badrul Haider Chowdhury Ordinary Shares 27-05-2015 100,000 10.00 10.00 Cash 27-05-2015 0.28 0.20 1 Year

Md. Nazrul Islam Ordinary Shares 27-05-2015 100,000 10.00 10.00 Cash 27-05-2015 0.28 0.20 1 Year

Zillur Rahman Ordinary Shares 27-05-2015 750,000 10.00 10.00 Cash 27-05-2015 2.12 1.49 1 Year

Md. Jahangir Ordinary Shares 27-05-2015 100,000 10.00 10.00 Cash 27-05-2015 0.28 0.20 1 Year

Shah Jalal Uddin Ordinary Shares 27-05-2015 300,000 10.00 10.00 Cash 27-05-2015 0.85 0.60 1 Year

Jalil Miah Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

Abdus Subhan Ordinary Shares 27-05-2015 250,000 10.00 10.00 Cash 27-05-2015 0.71 0.50 1 Year

Afsary Khanom Ordinary Shares 27-05-2015 760,000 10.00 10.00 Cash 27-05-2015 2.15 1.51 1 Year

Salah Uddin Ahmed Ordinary Shares 27-05-2015 170,000 10.00 10.00 Cash 27-05-2015 0.48 0.34 1 Year

Badrul Alam Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

Shifa Wahida Rahman Ordinary Shares 27-05-2015 225,000 10.00 10.00 Cash 27-05-2015 0.64 0.45 1 Year

Shelina Rahman Ordinary Shares 27-05-2015 225,000 10.00 10.00 Cash 27-05-2015 0.64 0.45 1 Year

Sumon Ahmed Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

Samad Ali Ordinary Shares 27-05-2015 450,000 10.00 10.00 Cash 27-05-2015 1.27 0.89 1 Year

Md. Almojahid Mullick Ordinary Shares 27-05-2015 540,000 10.00 10.00 Cash 27-05-2015 1.53 1.07 1 Year

Mahbuba Khatun Ordinary Shares 27-05-2015 500,000 10.00 10.00 Cash 27-05-2015 1.41 0.99 1 Year

Syed Sakib Naimuddin Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

Mrs. Sultana Jesmin Chino Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

Mohammed Mominul Islam Ordinary Shares 27-05-2015 70,000 10.00 10.00 Cash 27-05-2015 0.20 0.14 1 Year

Abdul Rahman Ordinary Shares 27-05-2015 500,000 10.00 10.00 Cash 27-05-2015 1.41 0.99 1 Year

Nizam Uddin Sikdar Ordinary Shares 27-05-2015 500,000 10.00 10.00 Cash 27-05-2015 1.41 0.99 1 Year

Md. Jilu Miah Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

Mumina Khatun Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

Jabbir Ahmed Ordinary Shares 27-05-2015 250,000 10.00 10.00 Cash 27-05-2015 0.71 0.50 1 Year

Muhibun Bari Chowdhury Ordinary Shares 27-05-2015 670,000 10.00 10.00 Cash 27-05-2015 1.90 1.33 1 Year

Kabir Miah Ordinary Shares 27-05-2015 100,000 10.00 10.00 Cash 27-05-2015 0.28 0.20 1 Year

Md. Tipu Sultan Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

Md. Abdur Rab Ordinary Shares 27-05-2015 10,000 10.00 10.00 Cash 27-05-2015 0.03 0.02 1 Year

Saiful Islam Helaly Ordinary Shares 27-05-2015 175,000 10.00 10.00 Cash 27-05-2015 0.50 0.35 1 Year

Ali Akbar Ordinary Shares 27-05-2015 50,000 10.00 10.00 Cash 27-05-2015 0.14 0.10 1 Year

Kazi Mahmudul Hasan Ordinary Shares 27-05-2015 200,000 10.00 10.00 Cash 27-05-2015 0.57 0.40 1 Year

Total 20,162,500 10.00 10.00 57.04 40.04

Note: (i) There is no pledged shares (ii) Lock-in starts from date of issuance Prospectus


(xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified securities purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within six months immediate preceding the date of filing the prospectus; Aggregate shareholding of the sponsors and directors:

Particulars Aggregate shareholding Percentage (%) Lock-in

Period Pre-IPO Post-IPO

Aggregate shareholding of the sponsors and directors 15,187,500 42.96 30.16 3 Years

The details of the aggregate shareholding of the sponsors and directors:

Name of Sponsors & Directors Position No. of shares Percentage (%) Lock-in

Period Pre-IPO Post-IPO

Abu Saeed Shaukat Ahmed Chairman 2,855,000 8.08 5.67 3 Years

Abu Zafar Enayet Rasul Managing Director 5,255,000 14.87 10.44 3 Years

Abdul Mannan Director 3,707,500 10.49 7.36 3 Years

Syed Amirul Islam Director & CEO 1,060,000 3.00 2.11 3 Years

M. A. Bari Director 1,160,000 3.28 2.30 3 Years

Muhammed Ahmed Ali Director 1,150,000 3.25 2.28 3 Years

Total 15,187,500 42.96 30.16

The Issuer has no such transection 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. (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 the Shareholder Address Amount of Securities

Owned

Type of Ownership

Shareholding by beneficially or of

record ownership (%)

Abu Saeed Shaukat Ahmed Apt. No. A/401, House No. 63, Road

No. 8/A, Dhanmondi R/A, Dhaka. 2,855,000 Director 8.08

Abu Zafar Enayet Rasul Apt. No. A/401, House No. 63, Road

No. 8/A, Dhanmondi R/A, Dhaka. 5,255,000 Director 14.87

Abdul Mannan 7 Housing Estate, Amborkhana,

Sylhet. 3,707,500 Director 10.49

As far as the existing information is concern, 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.

Name of the Shareholder Position Amount of Securities Owned Percentage of Ownership (%)

Abu Zafar Enayet Rasul Director & Managing Director 5,255,000 14.87

Syed Amirul Islam Chief Executive Officer 1,060,000 3.00

Kazi Mahmudul Hasan Chief Financial Officer 200,000 0.57


(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;


Date of Incorporation

Amulet Pharmaceuticals Ltd. was incorporated as a Private limited Company on 11 August, 1985 under the Companies Act, 1994 with the name of Healing Pharmaceuticals Ltd. and subsequently changed its name to Amulet Pharmaceuticals Ltd. on January 28, 2008. It was converted into a Public Limited Company on July 24, 2014.

Commercial Operation 1986, in new premises November 01, 2011.

Nature of Business The Principal activities of the Company throughout the year continued to be manufacturing and marketing of quality medicine.

Subsidiaries Company The Company has no Subsidiary Company.

(ii) Location of the project; The Project is situated at Amulet Complex, Vill: Singdighi, P.O: Maona, Thana: Sreepur, District: Gazipur, Bangladesh.

(iii) Plant, machinery, technology, process, etc. APL is vertically integrated generic pharmaceuticals formulation products manufacturer, marketer, promoter and distributor. Its manufacturing process heavily technology driven, dynamic in nature and using highly sophisticated state‐of‐the –art cutting edge technology.

The plant adheres to GMP standard, hygiene and safety. The facilities are unique for Integrated Building Management System (IBMS), World‐class Structural Design, Dust‐free Environment, well‐designed HVAC System, Zero Cross-contamination, Vacuum Transfer Close System, Different Storage Conditions, High‐tech Chemical & Microbiological Laboratories, Modern R&D facility, most up‐to‐date Purified Water Generation plant, Fire Management System and Eco‐friendly Effluent Treatment Plant.

APL maintains Total Quality System, which includes Strict Monitoring, End‐to‐end Regulation. State‐of‐the‐art Equipment, True Measurements, Equipment Calibration, Trained professionals

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


Date of Incorporation Amulet Pharmaceuticals Ltd. was incorporated as a Private limited Company on August 11, 1985 under the Companies Act, 1994 with the name of Healing Pharmaceuticals Ltd.

Name Change Healing Pharmaceuticals Ltd. to change its name to Amulet Pharmaceuticals Ltd. on January 28, 2008.

Conversion of Private to Public Limited Company

Converted into a public limited company on July 24, 2014 with Register of Joint Stock Companies and Firms (RJSC) in Bangladesh under the Companies Act, 1994.

Commercial Operation 1986, in new premises November 01, 2011.

Capacity Tablet & Capsule- 160 Million Pcs and Liquid & Ointment 1.50 million pcs per year based on 1 shift basis.-

Launching of Plant 2011

Launching of Products 1986, in new premises November 01, 2011.

Launching of Distribution Channel 2011

Change in ownership and/or Key management personnel

28 January, 2008

Appointment of Independent Director(s) 20 January, 2016


(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;

68 medicines that prevent treat and cure diseases across a significant range of therapeutic areas and in the pipe line of products in various areas. The name of the products is as follows:

Sl. No.

Product Name Sl.

No. Product Name

1 Tab. Adcal D, Calcium & Vitamin D3 35 Cap. Zifov, Iron, Vit-C, Folic Acid, vit-B Complex, Zinc

2 Tab. Amzith, Azithromycin 500 mg 36 Tab. Desolet, Desloratadine 5 mg

3 Cap. Amzith, Azithromycin 250 mg 37 Tab. Montilet, Montelukast 10 mg

4 Susp. Amzith, Azithromycin 200 mg 38 Tab. Nitalet, Nitazoxanide 500 mg

5 Tab. Amuran, Ranitidine 150 mg 39 Tab. Coxetori 60, Etoricoxib 60 mg

6 Cream. Binafin, Terbinafine Hydrochloride 1% 40 Tab. Coxetori 120, Etoricoxib 120 mg

7 Tab. Cebeta, Beta Carotene, Vitamin C & Vitamin E

41 Powder & Susp. Axefur PFS, Cefuroxime Axetil 125 mgCiprofloxacin Dry Syrup

8 Cream. Clori HC, Hydrocortisone Acetate Clotrimazole 1%

42 Tablet- Calcium & Vitamin D3

9 Cap. Amucef 200, Cefxime 200 mg 43 Cap. Amfrad 250 , Cephradine 250 mg

10 Cap. Amucef 400, Cefxime 400 mg 44 Cap. Amfrad 500 , Cephradine 500 mg

11 Powder & Susp. Amucef PFS, Cefxime Trihydrate 100 mg

45 Powder & Susp. Amfrad, Cephradine 125mg/5ml

12 Cream. Ecolet, Econazole Nitrate 1% 46 Cream. Perclear, Permethrin 5%

13 Cap. Esomo 20, Esomeprazole 20 mg 47 Cream. Fusate, Sodium fusidate 2%

14 Cap. Esomo 40, Esomeprazole 40 mg 48 Tab. SMR, Baclofen BP 10 mg

15 Tab. Flocip 500, Ciprofloxacin 500 mg 49 Cream. Burndel, Silver Sulphadiazine BP 10 mg

16 Powder & Susp. Flocip, Ciprofloxacin 250 mg 50 Powder & Susp.Nebalet, Neomycin Sulphate BP 5 mg Bacitracin Zinc BP 4.17 mg

17 Cap. Flucolet 50, Fluconazole 50 mg 51 Cream. Timofet, Tiemonium methyl sulphate INN 50 mg.

18 Cap. Flucolet 150, Fluconazole 150 mg 52 Syrup. Ambrocod, Ambroxol Hydrochloride 15 mg/5ml

19 Powder & Susp. Flucolet, Fluconazole 50 mg 53 Syrup. Prolax, Lactulose 3.35 gm/5ml

20 Cap. DFC TR, Diclofenac Sodium 100 mg 54 Syrup. Voltacod, Multivitamin With Cod Liver Oil

21 Tab. Axefur 250, Cefuroxime 250 mg 55 Syrup. Neozinc, Zinc Sulphate Monohydrate 10 mg/5ml

22 Tab. Nopath, Vitamin B1, Vitamin B6 & Vitamin B12

56 Syrup. Volta Gold, Multivitamin & Multimineral

23 Cap. Omelet 20, Omeprazole 20 mg 57 Inj. Tramalet, Tramadol Hydrocloride BP 100 mg

24 Cap. Omelet 40, Omeprazole 40 mg 58 Inj. Dfc, Diclofenac Sodium BP 75 mg

25 Tab. Pyrizin, Meclizine Hydrochloride 25 mg & Pyridoxine Hydrochloride 50 mg

59 Inj. Cefilet, Ceftriaxone USP 500 mg IM

26 Tab. Rheunil, Aceclofenac 100 mg 60 Inj. Cefilet, Ceftriaxone USP 1 gm IM

27 Tab. Setir, cetirizine Hydrochloride 10 mg 61 Inj. Cefilet, Ceftriaxone USP 1 gm IV

28 Tab. Tempanil Extra, Paracetamol 500 mg & Caffeine 65 mg

62 Inj. Cefilet, Ceftriaxone USP 2 gm IV

29 Tab. Tempanil, Paracetamol 500 mg 63 Inj. Lidocaine, 2ml /3ml /3.5ml Ampoule

30 Tab. Toro, Ketorolac Tromethamine 10 mg 64 Inj. Toro, Ketorolac Tromethamine 30 mg


31 Tab. Axefur 500, Cefuroxime 500 mg 65 Inj. Amupime, Cefepime USP 500 mg IV/IM

32 Tab. Volta Gold, multivitamin-Mutimineral 66 Inj. Amupime, Cefepime USP 1gm IV/IM

33 Tab. Xofedin 120, fexofenadine Hydrochloride 120 mg

67 Inj. Water For Injection, 5ml/10ml/15ml/20ml Ampoule

34 Tab. Xofedin 180, fexofenadine Hydrochloride 180 mg

68 Inj. Timofet, Tiemonium Methylsulphate INN 5 mg

Market of the Products: All of the products' markets are throughout the Bangladesh. Past trends and future prospects regarding exports (if applicable) and local market:

Particulars Jun 30, 2016 Jun 30, 2015 Jun 30, 2014 Jun 30, 2013 Jun 30, 2012

Sales (Local) 413,810,745 388,157,162 294,467,820 212,055,360 140,576,835

Sales (Export) N/A

Pharmaceuticals products are met one of the basic needs for all living being. It is one of the fastest growing industries in the world. According to IMS by 2017, demand of pharmaceuticals products will be USD 1,200 billion. For the year ended June 30, 2016, Amulet's domestic sales was Tk. 41.38 crore with a growth 6.61% compared to last same period sales. (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; The Company has no associates/subsidiary and related holding company and core areas of business.


(viii) How the products or services are distributed with details of the distribution channel. Export possibilities and export obligations, if any; The existing and proposed pharmaceuticals items will be produce for local market initially and after some times the products will be export abroad. The products will market through the following channels:

Export Possibilities and Obligation: Currently the Company has such no plan to exports. (ix) Competitive conditions in business with names, percentage and volume of market shares of major competitors;

As per June 2016 IMS report, the market size of Pharmaceuticals industry of Bangladesh is BDT 156,394,658,346. Major Competitors of our company are given below:

Sl. No. Name of the Competitors 2015-2016 Market Share

01 Kemiko Pharmaceuticals Ltd. 300,425,777 0.19%

02 Labaid Pharmaceuticals Ltd. 260,559,593 0.17%

03 The White Horse Pharmaceuticals Ltd. 254,086,097 0.16%

04 Sharif Pharmaceuticals Ltd. 189,348,557 0.12%

05 Rangs Pharmaceuticals Ltd. 151,575,103 0.10%

06 Apex Pharmaceuticals Ltd. 150,021,916 0.10%

07 Ambee Pharmaceuticals Ltd. 61,691,364 0.04%

08 Silco Pharmaceuticals Ltd. 28,983,930 0.02%

09 Concord Pharmaceuticals Ltd. 25,403,656 0.02%

10 Ad-din Pharmaceuticals Ltd. 14,627,341 0.01%

11 Other Competitors 154,957,935,012 99.07%

Total Pharmaceuticals Market (BDT) 156,934,658,346 100% Source: IMS Report-2016

(x) Sources and availability of raw materials, names and addresses of the principal suppliers and contingency plan in case of any disruption;

Amulet Pharmaceuticals Ltd. major raw materials in addition, it requires many different types of dyes and chemicals. The names of the major suppliers & address are mentioned are below:

Sl. No.

Name of Principal Suppliers Address Name of Raw Materials Country of

Origin

01 Brothers Vitamin Zhouwangmiao Industrial Zone, Haining City, Zhejiang Province, China.

Calcium Carbonate China

02 South China Pharmaceuticals Rangoli, Condal Road, Rajkot-360 002, Gujrat, India Cholecalciferol (Vit D3) China

Factory

Central Distribution Center

Depot: Inside Dhaka

Depot: Outside Dhaka

Modda Badda

Rajshahi, Bogra, Mymensing, Rangpur, Sylhet, Comilla, Chittagong, Barisal, Maizdi and Kustia

Drug Store / Pharmacy / Institution/ Wholesaler / Retailer

Consumer/ End User


Co. Ltd.

03 Orchev Pharmaceuticals Ltd. Rangoli, Condal Road, Rajkot-360 002, Gujrat, India.

Ranitidine Hydrochloride

India

04 Shanghai Modern Pharmaceutical Company Ltd.

Room-402, Buildingno-6, No-1320, West Beijing Road, Shangai, 200040, Chaina.

Azithromycin Dihydrate (Compacted)

China

05 Shanghai Modern Pharmaceutical Company Ltd.

Room-402, Buildingno-6, No-1320, West Beijing Road, Shangai, 200040, Chaina.

Azithromycin Dihydrate China

06 Aurobindo Pharma Ltd. Water mark Building, Plot No-11, Survey No-9, Kondapur, Hiteek City, Hyderabad-500 084, Andra Pradesh, India.

Cefuroxime Axetil (DC Grade)

India

07 Necter Life Sciences Limited 110, Industrial Area, Phase-1, Chandigarh-160002, India.

Cefuroxime Axetil (Amorphous)

India

08 Hetero Drugs Ltd. 110, Industrial Area, Phase-1, Chandigarh-160002, India.

Cefixme Trihydrate (Compacted)

India


Cefixme Trihydrate Micronized

India

10 Aarti Drugs Ltd. 7-2-A2, Corporate Industrial Estate, Sanata Nagar, Hydarabad-500018, India.

Terbinafine Hydrochloride

India


Beta Carotene China

12 South China Pharmaceuticals Co. Ltd.

Rangoli, Condal Road, Rajkot-360 002, Gujrat, India.

Vitamin E China

13 Glenmark Generics Ltd. Glenmark House (3rd floor), HDO Corporate BLDGI, Auling,B.D. Sawant Road,Chakala,Mumbai-400099,Maharastha, India.

Etoricoxib India

14 Glenmark Generics Ltd. Glenmark House (3rd floor), HDO Corporate BLDGI, Auling, B.D. Sawant Road,Chakala,Mumbai-400099,Maharastha, India.

Etoricoxib India

15 Glenmark Generics Ltd. Glenmark House (3rd floor), HDO Corporate BLDGI, Auling,B.D. Sawant Road,Chakala,Mumbai-400099,Maharastha, India.

Desloratadine India

16 Novo Healthcare Plot # 2, Road # 11, Block # C, Section # 6, Mirpur Dhaka-1216.

Diclofenac Sodium Bangladesh

17 Metrochem API Pvt. Ltd Flat No-302,Bhanu Enlaave, Sunder Nagar, Erragadda, Hydarabad-500 038, India.

Esomeprazole Magnesium Trihydrate

India

18 Dr. Reddy Laboratories Ltd. 8-2-337, Road-3, Banjara Hills, Hydarabad-500034, Andhana Pradesh, India.

Ciprofloxacin (Compacted)

India

19 Ravoo's Laboratories Ltd. Flat No-215, Bharu Enclave, Erragadda, Hydarabad, AndhaPradesh-India-500 038.

Ciprofloxacin (Bitterness Pellets)

India

20 Auctus Pharma, India No102, 1st Floor, Adithy Trade Center,Ameereef, Hydarabad-500 038, AP India.

Fluconazole (Compacted)

India


Fluconazole (Bitterness Micronized)

India

22 Morepen Laboratories Ltd. 4thFloor, Antriksh Bhawan, 22, Ka mang, New Delhi-11001, India.

Montelukast Sodium India

23 South China Pharmaceuticals Co. Ltd.

Rangoli, Condal Road, Rajkot-360 002, Gujrat, India.

Cyanocobalamin China

24 Alembic Pharma. Ltd. Alembic Road, Vadodara 390003, India. Nitazoxanide India

25 Ravoo's Laboratories Ltd. Flat No.-215, Bharu Enclave, Erragadda, Hydarabad, AndhaPradesh-India-500 038.

Omeprazole India


Pyridoxine Hydrochloride

China

27 Amoli Organics Pvt. Ltd. 407, Delamal House, Nariman Point, Mumbai-400021, India.

Aceclofenac India


Cetirizine Hydrochloride

India

29 Joyochem Co, Ltd. 3rd Floor, Building-11, Comprehensive Free Trade Zone, China.

Baclofen China

30 Hetero Drugs Ltd. 110, Industrial Area, Phase-1, Chandigarh-160002. Ketorolac Tromethamine

India


Multivitamins-Multiminerals (A-Z)

China

32 Dr. Reddy Laboratories Ltd. 8-2-337, Road-3,Banjara Hills, Hydarabad-500034, Andhana Pradesh, India.

Fexofenadine Hydrochloride

India


33 Novo Healthcare Plot # 2, Road # 11, Block # CSection # 6, Mirpur Dhaka-1216.

Iron, Folic acid, Vit-B Complex, Vit-C, Zinc

Bangladesh


Ceftriaxon Sodium India


Cefipime India


Ambroxol Hydrochloride

China


Zinc Sulphate Monohydrate

China


Multivitamin + Cod Liver Oil

China

39 Dr. Reddy Laboratories Ltd. 8-2-337, Road-3, Banjara Hills, Hydarabad500034, Andhana Pradesh, India.

Ketorolac Tromethamine

India

Contingency plan: As numbers of suppliers of raw materials are plenty in the market, if one supplier fails to provide raw material there are always other suppliers available. So there is no possibility of disruption. (xi) Sources of, and requirement for, power, gas and water; or any other utilities and contingency plan in case of any disruption; All required utility facilities are available at the project site and those are stated below:

Particulars Source & Requirements

Power The Company meets up its power requirement from Rural Electrification Board (REB) with 400 KW lines and its own Generator (400 KVA).

Gas Amulet Pharmaceuticals Ltd. meets its Gas requirement by LPG.

Water The requirement is meet by the Company’s own deep tube-well.

ETP System APL has already developed Effluent Treatment Plant (ETP) system to make pollution free environment, which facilities Company’s existing production.

Contingency plan:

Particulars Source & Requirements

Power The Company has its own Generator (400 KVA).

Gas Amulet Pharmaceuticals Ltd. meets its Gas requirement by LPG.

Water The Company has alternative source of Water.

(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; The Company has no such customer who contributes 10% or more of the total revenue.

(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from whom the issuer purchases 10% or more of its raw material/ finished goods with amount and percentage thereof; The Company has no such Supplier from whom the Company purchases 10% or more of its raw material/Finished goods.

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

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

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

Directors;

The company has not entered into any contract with any of its suppliers or customers.

Declaration regarding Contract with Principal suppliers or customers

We, on behalf of the Board of Directors certify that The Amulet Pharmaceuticals Ltd. did not enter into any contract with its principal suppliers or customers.


Managing Director

Sd/- Kazi Mahmudul Hasn Chief Financial Officer


Chairman


(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-14612 11-08-1985 N/A N/A

TIN Certificate National Board of Revenue, Bangladesh 646693455577 01-04-2014 N/A N/A

VAT Certificate Customs, Excise and VAT Commission rate, Bangladesh

18061011246 04-02-2013 N/A N/A

Import Registration Certificate Office Of The Chief Controller Of Imports & Exports, Bangladesh

B-0209611 05-12-2010 Regular N/A

BAPI Membership Certificate Bangladesh Association of Pharmaceuticals Industries

1016 18-04-2016 N/A 31-12-2016

Trade License 1 No. Maona Union Parishad, Sreepur, Gazipur 1036 22-07-2008 21-08-2016 30-06-2017

Fire License Fire Service & Civil Defense, Bangladesh Dhaka 20293/11 24-02-2011 21-09-2016 30-06-2017

Certificate of Insurance Bangladesh General Insurance Co. Ltd. BGIC/DZO/FP-0512/10/2014

25-10-2015 N/A 25-10-2016

Environment Certificate Directorate of Environment, Bangladesh cwi‡ek/Xvwe/Mvt

†R/18797/Qvo-39 23-08-2011

Applied for dated on

23-08-2016 22-08-2016

Drug manufacturing License (Biological & Non-Biological)

Directorate General of Drug Administration 418 & 287 03.05.1988 24.10.2011

Applied for renewal on 02.05.2016

Renewal under

process

(xvi) Description of any material patents, trademarks, licenses or royalty agreements; The Company has no material patents, trademarks, licenses or royalty agreements. (xvii) Number of total employees and number of full-time employees; All employees are considered permanent and employee position As per Audited Financial Statement June 30, 2016 (Note-42) is as under:

Salary Range (Monthly) Officer & Staff

Worker Total

Employee Factory Head Office Below 3,000 - - - -

Above 3,000 24 255 83 362

Total 24 255 83 362

(xviii) A brief description of business strategy; Corporate Values: In Amulet Pharmaceuticals ltd., we are guided by a set of corporate values which inspire the daily tasks in our professional staff and the management. These values are:

Professionalism: The Company is committed to employing the right people with the right skills in the right place at the right time. From highly qualified industrial pharmacists to locally well-known medical promotions officer, from quality assurance scientists to business analysts, the company employs true professionals and also provides them continuous development training.

Innovation and Creativity:

The Company encourages its research team and its production team innovates and creates enabling it to produces products which are of very high quality and is affordable to our target customer base. True universal healthcare is our ultimate aim.

Teamwork and Leadership: The Company respects all its stakeholders, staff, management, health service providers, retailers, investors and all those who come in contact with the Company. Everyone is respected, kept involved, always heard, well led and valued. The company communicates its vision, values and performance targets in a way that engages everyone in building a forward thinking team.

Customer Focus and Transparency: The Company treats all its customers, health service providers and retailers with trust, respect and appreciation. It maintains test records of all its products in a transparent, proactive and positive way.


Target: To maintain customer trust and satisfaction nationwide that includes local and international compliance of 46 LDCs (Least Developing Country) barrier and opportunities with in the year of 2016 with trusted name in quality medicine.

Goal: Inspired by a single goal for your health: To shape the dreams with creativity and ingenuity with an aim for highly efficient and quality production.

Strength: Its strength lies in the commitment of both management and workers to deliver value to the clients, customers, consumers and well-wishers.

Safety: Anyone entering the factory in working hour uses shoes with hygienic cover, hand-gloves, aprons and required safety measure. In addition firefighting system is there to support.

Environment: All necessary precautions will be taken to reduce the environmental impact to a minimum standard. The Company already got the environmental clearance. The factory will have insignificant negative impact on environment because our factory location is every much environment friendly to manufacture finished medicines in pleasant environmental atmosphere.

Major Focus of APL:

To improve the health status of population particularly of mothers and children; To consolidate and strengthen existing Primary Health Care (PHC) program; To prevent, control and treat major communicable and non-communicable diseases; & To promote adequate production, supply and distribution of essential drug vaccines and other therapeutic

agents. (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: Total actual capacity and its utilization:

Products Unit

Installed Capacity Capacity Utilization for this Products Actual Capacity Utilization (%)

30.06.2016 30.06.2015 30.06.2014 30.06.2016 30.06.2015 30.06.2014 30.06.2016 30.06.2015 30.06.2014

Tablet & Capsule Million

Pcs 160.00 160.00 140.00 128.18 119.17 90.19 80.11% 74.48% 75.16%

Liquid & Ointment Million

Pcs 1.50 1.50 1.50 0.96 0.92 0.69 64.00% 61.33% 46.00%

Based on one shift basis

Estimated actual capacity and its utilization:

Products Unit

Projected Capacities for existing & proposed

Projected Capacity Utilization for this Products

Projected Capacity Utilization (%)

30.06.2017 30.06.2018 30.06.2019 30.06.2017 30.06.2018 30.06.2019 30.06.2017 30.06.2018 30.06.2019

Tablet & Capsule Million

Pcs 200.00 220.00 220.00 140.00 155.00 165.00 70.00% 70.45% 75.00%

Liquid & Ointment Million

Pcs 1.80 2.00 2.00 1.30 1.50 1.60 72.22% 75.00% 80.00%

Based on one shift basis


(E) DESCRIPTION OF PROPERTY:

Contain the following information in respect of properties of the issuer namely: -

(i) Location and area of the land, building, principal plants and other property of the company and the condition thereof; The company has set up its plant & machineries at Amulet Complex, Vill: Singdighi, P.O: Maona, Thana: Shreepur, District: Gazipur to run operations and the corporate office is situated at Ch 72/1/B, Moddha Badda, Holland Centre (6th floor), Progoti Sarani, Dhaka-1212. The Company possesses the following fixed assets at written down value as per audited financial statements:

Sl. No. Particulars Written Down Value As at June

30, 2016 (Amount in BDT)

1 Land & Land Development 60,884,929

2 Factory Building 73,552,621

3 Plant & Machinery 172,261,087

4 Generator 1,889,688

5 Office Decoration 5,518,128

6 Office Equipment 3,886,235

7 Furniture & Fixture 1,455,424

8 Motor Vehicles 1,948,254

9 Books 629,855

10 Laboratory Test Equipment 21,833,101

Total Fixed Assets 343,859,322

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

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

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

Deed No.

Dates of purchase

last payment date of current rent

(LvRbv)

Mutation date of lands

Deed value

Registration & Other Cost

Land development

cost

Area of Land (Decimal)

Plot No.

2640 10-03-2008 18-06-2015 01-04-2008 2,800,000 560,000 51,899,840 104 decimals CS & SA 1643

and RS 17048-54

(iv) The names of the persons from whom the lands has been acquired/ proposed to be acquired along with the cost of acquisition and relation, if any, of such persons to the issuer or any sponsor or director thereof; The Company has been acquired from other party and relation with the issuer as follows:

Name of the persons from whom the lands have been acquired Cost of acquisition Relation

Md. Iman Ali

28,00,000 Seller and Buyer

Md. Habibur Rahman

Md. Abdul Mannan

Md. Golam Hossain

Md. Arfan Ali

Md. Shahiz Uddin

Md. Azmat Ali

Md. Nazim Uddin

(v) Details of whether the issuer has received all the approvals pertaining to use of the land, if required; The issuer 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; Entire area of lands 104 decimals along with 04 storied modern utility building consist of approximate total area 8,000 square feet. This building is used for Warehouse, administrative purpose, dinning, prayer room and guest room & 02 storied modern main production building consist of approximate total area 30,000 square feet which is used for producing medicine and lab for quality control and machineries of the Company are mortgaged to the lending institutions namely Pubali Bank Limited, Principal Branch, Dhaka against term loan as stated in the financial statements.


(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;

Lessor Particulars Period of

Lease

Lease Amount in

BDT

Monthly Amount in

BDT

Effective date

Expiration date

Abdus Salam Chowdhury Corporate Office 2 Years 2,160,000 90,000 01.01.2016 31.12.2017

Major Condition: Security Deposit given amount Tk. 100,000/- (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; Tablet Section

Sl. No.

Name Origin Quantity Purchase

Year Actual Price

Actual Price in Million

Usful Life Remaining

Life

1 Rapid Mixer Granulator India 1 2010 2,200,000 2.20 15 9

2 Paste Preparation Kettle India 1 2010 700,000 0.70 15 9

3 Fluid Bed Dryer India 1 2010 2,048,483 2.05 15 9

4 Multi Mill India 1 2010 600,000 0.60 15 9

5 Vibro Sifter India 1 2010 600,000 0.60 15 9

6 Double Cone Blender Bangladesh 1 2010 500,000 0.50 15 9

7 Tablet Deduster India 1 2010 400,000 0.40 15 9

8 Tablet Coating Machine China 1 2010 1,500,000 1.50 15 9

9 Rapid Mixer Granulator China 1 2012 2,900,000 2.90 15 11

10 Tablet Deduster & Collector India 1 2013 3,200,000 3.20 15 12

11 Tablet Multi Counting Machine China 1 2013 3,500,000 3.50 15 12

12 Fluid Bed Dryer India 1 2013 3,076,000 3.08 15 12

13 Dehumidifier Sweden 1 2013 1,170,000 1.17 15 12

14 Fluid Bed Dryer China 1 2013 4,290,000 4.29 15 12

15 Die Punch Polishing Machine China 1 2014 1,500,000 1.50 15 13

16 Tablet Hardness Tester China 1 2014 1,600,000 1.60 15 13

17 Rotary Tablet Compression Machine

China 2 2014 5,500,000 5.50 15 13

18 Tablet Deduster China 1 2014 1,500,000 1.50 15 13

19 Tablet Dust Collector China 1 2014 800,000 0.80 15 13

20 Cone Blender China 2 2014 3,500,000 3.50 15 13

21 Tablet Multi Coating Machine China 1 2015 3,500,000 3.50 15 14

22 Tablet Hardness Tester USA 1 2015 2,850,000 2.85 15 14

23 Double Cone Blender China 1 2016 4,200,000 4.20 15 14

24 Rapid Mixer Granulator India 1 2016 3,000,000 3.00 15 14

Capsule Section

Sl. No.


Year Actual Price



Life

1 Manual Capsule Filling Machine India 1 2010 700,000 0.70 15 9

2 Semi-automatic Capsule Loader India 1 2011 1,200,000 1.20 15 10

3 Tray Dryer (For drying excipients /granules)

India 1 2011 1,200,000 1.20 15 10

4 Double Cone Blender India 1 2011 1,000,000 1.00 15 10

5 Capsule De-dusting and Polishing Machine

China 2 2011 1,200,000 1.20 15 10

6 Semi-automatic Capsule Loader China 1 2012 1,950,000 1.95 15 11

7 Capsule Filling Machine China 1 2012 2,700,000 2.70 15 11

8 Tray Dryer China 2 2012 3,702,012 3.70 15 11

9 Capsule Loader China 1 2014 2,500,000 2.50 15 13

10 Conveyer Table, Belt & Others Bangladesh

2014 1,550,000 1.55 15 13

11 Capsule Filling Machine China 1 2015 4,250,000 4.25 15 14

12 Cone Blender China 1 2015 3,000,000 3.00 15 14

13 Double Cone Blender China 1 2016 3,800,000 3.80 15 14


Dry Powder Filling Machine:

Sl. No.


Year Actual Price



Life

1 Auger Powder Filling Machine India 1 2011 1,200,000 1.20 12 7

2 Cap Sealing Machine India 1 2011 400,000 0.40 12 7

3 Bottle Dryer India 1 2011 400,000 0.40 12 7

4 Bottle Washing Machine India 1 2011 300,000 0.30 12 7

5 Blister Machine China 1 2013 4,050,000 4.05 12 9

6 Cone-Blender China 1 2013 1,982,323 1.98 12 9

7 Powder Filling Machine China 1 2014 2,500,000 2.50 12 10

8 Bottle Washing Machine China 1 2014 2,261,452 2.26 12 10

9 Liquid Filling Machine China 1 2014 2,500,000 2.50 12 10

10 Cap Sealing Machine for HDPE China 1 2014 1,800,000 1.80 12 10

11 Fluid Bed Dryer China

2015 4,000,000 4.00 12 11

Liquid Section:

Sl. No.


Year Actual Price



Life

1 Emulsifier/Stirrer (5HP) Bangladesh 1 2015 156,000 0.16 10 9

2 Mixing Vats Bangladesh 1 2015 39,000 0.04 10 9

3 Liquid Filling Machine Bangladesh 1 2015 1,950,000 1.95 10 9

4 PP Cap Sealing Machine Bangladesh 1 2015 1,936,000 1.94 10 9

5 Pet Bottle Cap Sealing Machine Bangladesh 1 2015 936,000 0.94 10 9

6 Boiling Vat For Syrup Preparation

Bangladesh 1 2015 39,000 0.04 10 9

7 Liquid Filter and Transfer Machine

Bangladesh 1 2015 1,170,000 1.17 10 9

8 Bottle Washing Machin (Rotary) China 1 2015 2,560,000 2.56 10 9

9 Bottle Dryer (Tray Type) Bangladesh 1 2015 780,000 0.78 10 9

10 Reverse Osmosis (P.W) India 1 2015 5,460,000 5.46 10 9

11 SS Vat Bangladesh 4 2015 156,000 0.16 10 9

Topical Preparation/ Packaging/ R. M. Store Section:

Sl. No.


Year Actual Price



Life

1 Defender Series Platform Electronic Balance, Readability: 0.01 Kg (10 gm)

USA 1 2010 200,000 0.20 10 4

2 Pioneer Top Loading Electronic Balance,Readability: 0.01gm( 10 mg)

USA 1 2010 200,000 0.20 10 4

3 Automatic On-Line Machine for cream/ointment manufacturing

India 1 2011 2,800,000 2.80 10 5

4 Semi-Automatic Tube Filling and Crimping Machine

India 1 2011 2,500,000 2.50 10 5

5 Boiler for Steam Bangladesh 1 2011 500,000 0.50 10 5

6 Semi Auto Tablet Counting Machine

China 1 2011 500,000 0.50 10 5

7 Batch Printing Machine India 1 2011 850,000 0.85 10 5

8 Blister Machine (Alu – PVC & Alu – Alu)

China 2 2011 4,500,000 4.50 10 5

9 Dispensing Booth China 1 2011 2,700,000 2.70 10 5

10 Sampling Booth China 1 2011 2,000,000 2.00 10 5

11 Label Printing Machine China 1 2013 1,300,000 1.30 10 7

12 Cold Room China

2013 1,560,000 1.56 10 7


China 2 2014 5,200,000 5.20 10 8

14 Conveyer Table China 2 2014 800,000 0.80 10 8


15 Defender Series Platform Electronic Balance, Readability: 0.01Kg( 10 gm)

USA 1 2014 600,000 0.60 10 8

16 Sampling Booth China

2015 2840000 2.84 10 9

17 Dispensing Booth China

2015 2,340,000 2.34 10 9

18 ETP China

2015 3,250,000 3.25 10 9

Maintenance Machineries:

Sl. No.


Year Actual Price



Life

1 Electricity Power Supply (Sub Station)

Bangladesh 1 2011 3,500,000 3.50 8 3

2 Air Compressor China 1 2011 2,000,000 2.00 8 3

3 Diesel Generator USA 1 2011 3,555,780 3.60 8 3

4 Effluent Treatment Plant Bangladesh 1 2011 2,500,000 2.50 8 3

5 Air Handling Unit (HVAC) France 1 2011 9,674,952 9.67 8 3

6 Dehumidifier Sweden 1 2011 1,500,000 1.50 8 3

7 Water Treatment Plant India 1 2011 1,500,000 1.50 8 3

8 Fire Protection System Bangladesh 1 2012 2,319,107 2.32 8 4

9 Air Handling Unit (HVAC) Bangladesh 1 2012 4,365,782 4.37 8 4

10 HVAC Bangladesh

2013 8,675,800 8.68 8 5

11 Cooling System Bangladesh

2013 8,785,600 8.79 8 5

12 Submersible Water Pump Bangladesh 1 2014 800,000 0.80 8 6

13 HVAC Ducting and Errection Bangladesh 1 2014 1,650,000 1.65 8 6

14 Water Tank with Other Fittings Bangladesh 1 2014 450,000 0.45 8 6

15 Rotary Lequid Chiller Bangladesh 1 2014 2,576,000 2.58 8 6

16 Air Handling Unit (HVAC) Bangladesh

2015 5,560,625 5.56 8 7

17 Electricity Power Supply (Sub Station)

Bangladesh

2015 4,056,000 4.06 8 7

18 Rotary Lequid Chiller France

2015 4,500,000 4.50

7

19 Dehumidifier Sweden

2015 1,602,845 1.60 8 7

20 Effluent Treatment China

2015 1,560,000 1.56 8 7

21 Water Treatment Plant India

2015 3,000,000 3.00 8 7

22 Air Handling Unit (HVAC) Bangladesh

2015 7,000,000 7.00 8 7

Heavy Quality Control Machine:

Sl. No.


Year Actual Price



Life

1 HPLC (High Performance Liquid Chromatography) with Computer

Japan 1 2015 8,565,000 8.57 10 9

2 FTIR (Fourier Transform Infrared Spectrophotometer) with Computer

Japan 1 2015 9,875,000 9.88 10 9

3 UV - Visible Spectrophotometer with Computer

Japan 1 2015 9,056,000 9.06 10 9

4 Karl-Fisher Titrator Switzerland 1 2015 9,250,000 9.25 10 9

5 Solvent Filtration with Pump Germany 1 2015 5,400,000 5.40 10 9

6 Laboratory water Distillation Plant

England 1 2015 3,500,000 3.50 10 9

7 Dissolution Test Unit 8 baskets India 1 2015 5,500,000 5.50 10 9

8 Solvent Filtration China 1 2016 4,410,303 4.41 10 9


Quality Control Machineries:

Sl. No.


Year Actual Price



Life

1 Halogen Moisture Anayser Readability:0.001 gm(1 mg)

USA 1 2010 441,670 0.44 10 4

2 HPLC (High Performance Liquid Chromatography)

Japan 1 2011 2,500,000 2.50 10 5

3 UV – Visible Spectrophotometer Japan 1 2011 1,000,000 1.00 10 5

4 Ultrasonic Water Bath India 1 2011 200,000 0.20 10 5

5 Disintegration Test Unit India 1 2011 500,000 0.50 10 5

6 Friability Tester India 1 2011 200,000 0.20 10 5

7 Leak Tester India 1 2011 200,000 0.20 10 5

8 Karl – Fisher Titrator

1 2011 897,533 0.90 10 5

9 Analytical Electronic Balance Readability: 0.0001 gm(0.1 mg)

USA 1 2011 200,000 0.20 10 5

10 Analytical Electronic Balance Readability: 0.001 gm(1 mg)

USA 1 2011 300,000 0.30 10 5

11 Pioneer Top Loading Electronic Balance Readability: 0.01 gm(10 mg)

USA 1 2011 300,000 0.30 10 5

12 Thermostatic Water Bath India 1 2011 200,000 0.20 10 5

13 Muffle Furnace India 1 2011 500,000 0.50 10 5

14 Hot Air Oven India 1 2011 500,000 0.50 10 5

15 Automatic Polarimeter Japan 1 2011 1,000,000 1.00 10 5

16 Automatic Digital Refractometer Japan 1 2011 800,000 0.80 10 5

17 Tap Density Tester

1 2011 200,000 0.20 10 5

18 Stability Chamber India 1 2011 1,200,000 1.20 10 5

19 Fume Hood China 1 2011 280,000 0.28 10 5

20 Spherometer/ Micrometer

1 2011 50,000 0.05 10 5

21 Refrigerator Thailand 1 2013 154604 0.15 10 7

22 Solvent Filtration with Pump Germany 1 2014 300,000 0.30 10 8

23 Viscometer Spain 1 2014 578,546 0.58 10 8

24 Laboratory Water Distillation Plant

UK 1 2014 200,000 0.20 10 8

25 pH & Conductivity Meter USA 1 2014 300,000 0.30 10 8

26 Melting Point & Boiling Point Apparatus

India 1 2014 400,000 0.40 10 8

27 Hot Plate with Magnetic Stirrer USA 1 2014 400,000 0.40 10 8

28 Hardness Tester India 1 2014 300,000 0.30 10 8

29 High Quality HPLC Column India 1 2014 300,000 0.30 10 8

30 Analog Hotplate with magnetic Stirrer

Spain 1 2014 300,000 0.30 10 8

31 Slide Callipers Digital Germany 1 2015 100,000 0.10 10 9

32 Stability Chamber India 1 2015 1,000,000 1.00 10 9

33 Hygrometer India 1 2015 300,000 0.30 10 9

34 Automatic Tablet Hardness tester

USA 1 2015 300,000 0.30 10 9

35 Digital Tablet Hardness tester China 1 2015 200,000 0.20 10 9

36 Automatic Potentiometric Titrator

Japan 1 2015 1510500 1.51 10 9

37 Atomic Absorption Spectrophotometer

UK 1 2015 3,500,000 3.50 10 9

38 FTIR (Fourier Transform Infrared Spectrophotometer)

Germany 1 2015 3,750,000 3.75 10 9

39 Dissolution Test Unit 8 baskets India 1 2015 715,732 0.72 10 9


Quality Control Machineries (Microbiology Section):

Sl. No.


Year Actual Price



Life

1 Laminar Air Flow China 1 2011 500,000 0.50 10 4

2 Colony Counter Germany 1 2011 300,000 0.30 10 4

3 Compound Microscope Germany 1 2011 200,000 0.20 10 4

4 Autoclave India 1 2011 500,000 0.50 10 4

5 Incubator (with cooling and heating system)

India 1 2011 500,000 0.50 10 4

6 Antibiotic Inhibition Zone Reader

UK 1 2015 200,000 0.20 10 9

7 Controlled Trinocular Microscope

Germany 1 2015 800,000 0.80 10 9

8 Laboratory Binocular Microscope

Germany 1 2015 500,000 0.50 10 9

(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of the suppliers, date

of placement of order and the date or expected date of supply, etc.

Sl. No.

Name of Machinery Cost of the

machineries Name of the

suppliers/ Inventors Date of placement of

order Expected date of supply

01 Capsule Filling Machine 8,500,000/- Airy International After getting IPO fund Within 3 to 4 months

after placement of order

02 Automatic Capsule Loader 3,500,000/- Airy International After getting IPO fund Within 3 to 4 months


03 Tray Dryer (For drying excipients /granules)

1,500,000/- Airy International After getting IPO fund Within 3 to 4 months


04 Double Cone Blender 3,000,000/- Airy International After getting IPO fund Within 3 to 4 months


05 Capsule De-dusting and Polishing Machine






07 Conveyer Table & Belt 1,000,000/- Airy International After getting IPO fund Within 3 to 4 months


08 Tablet Deduster & Collector



09 Tablet Multi Counting Machine



10 Fluid Bed Dryer 4,200,000/- Airy International After getting IPO fund Within 3 to 4 months


11 Tablet Coating Machine 1,700,000/- Airy International After getting IPO fund Within 3 to 4 months


12 HVAC 12,000,000/- Airy International After getting IPO fund Within 3 to 4 months


Total 51,000,000/-

(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; No machineries are required to be bought by the issuer except machineries to be bought from IPO proceeds.

(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 Amulet Pharmaceuticals Ltd. as on 30 June, 2016 were purchased in brand new condition. There are no re-conditioned of second hand machineries installed in the Company.

October 15, 2016 Rupayan Karim Tower, Level-7, Suite # 7A, 80, Kakrail, Dhaka-1000

Sd/-

Zoha Zaman Kabir Rashid & Co. Chartered Accountants


(xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if any, including the age of the machineries, balance estimated useful life, etc. as per PSI certificates of the said machineries as submitted to the Commission; The company uses no re‐conditioned or second‐hand plant & machinery. It has also no proposal to buy second hand or reconditioned machineries. (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(s)

VISIT REPORT

Particulars

Name of the Company Amulet pharmaceuticals ltd.

Registered Office Ch 72/1/B, Moddha Badda, Holland Centre (6th floor), Progoti Sarani, Dhaka 1212, Bangladesh


Visited by the officials of ICB Capital Management Ltd. on 26 April, 2016

1. Ms. Nasrin Sultana Chief Executive Officer

2. Mr. Mujibur Rahman Khan Deputy Chief Executive Officer

3. Mr. Swapna Roy Executive Officer

4. Md. Fazlul Hoque Executive Officer

Visited by the officials of Banco Finance and Investment Limited on 26 April, 2016

1. Mohammad Hamdul Islam Managing Director & CEO

2. Mohammad Nuruzzaman Deputy Manager

3. Tanvir Ul Alam Assistant Manager

Accompanied by (Issuer) Mr. Syed Amirul Islam Director & CEO

Mr. Abdul Haque Plant Manager

Description of Factory

Nature of Business The principal activities of the Company is manufacturing and marketing of human medicine.


FactoryLocation & Area of Land Amulet Complex, Vill: Singdighi, P.O: Maona, Thana: Shreepur, District: Gazipur. Total area of land 104 decimals.

Factory Building and Civil Construction in details

i) 04 storied building with modern utility consist of approximate total area 8,000 square feet. This building is used for Warehouse, administrative purpose, dinning, prayer room and guest room.

ii) 02 storied modern main production building consist of approximate total area 30,000 square feet which is used for producing medicine and lab for quality control.

Factory Building facilities and Condition The buildings are well equipped, necessary safety measures including fire hydrant system are in place and newly built. Besides, as a part of risk management process the buildings are insured.

Power The factory has facility of electricity from Pallibiddut. Besides, it has also 400 KVA diesel based own generator.

ETP Have an ETP plant.

Remarks The issuer has been running its business for more than 5 years and in course of visit, we found that all the manufacturing units are functioning as usual.

Signed by

On behalf of ICB Capital Management Limited

Sd/- (Md. Fazlul Hoque)

Executive Officer

Sd/- (Mr. Mujibur Rahman Khan)

Deputy Chief Executive Officer

Sd/- (Nasrin Sultana)

Chief Executive Officer

Sd/- (Mrs. Swapna Roy)

Senior Executive Officer

On behalf of Banco Finance and Investment Limited

Sd/- Mohammad Nuruzzaman

Deputy Manager

Sd/- (Mohammad Hamdul Islam)

Managing Director & CEO

Sd- Tanvir Ul Alam

Assistant Manager

Dated: 23 October, 2016


(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. The company has set up its plant & machineries at Amulet Complex, Vill: Singdighi, P.O: Maona, Thana: Shreepur, District: Gazipur to run operations and the corporate office is situated at Ch 72/1/B, Moddha Badda, Holland Centre (6th floor), Progoti Sarani, Dhaka-1212. The Company possesses the following fixed assets at written down value as per audited financial statements:

Sl. No. Particulars Written Down Value As at June

30, 2016 (Amount in BDT) 1 Land & Land Development 60,884,929

2 Factory Building 73,552,621

3 Plant & Machinery 172,261,087

4 Generator 1,889,688

5 Office Decoration 5,518,128

6 Office Equipment 3,886,235

7 Furniture & Fixture 1,455,424

8 Motor Vehicles 1,948,254

9 Books 629,855

10 Laboratory Test Equipment 21,833,101

Total Fixed Assets 343,859,322

Entire above mentioned properties are owned by the Company. Total land of the Company and its location is as under:

(F) PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION: (i) If the issuer has not started its commercial operation, the company’s plan of operations for the period which would be required to start commercial operation which shall, among others, include: This is not applicable for this Issue (ii) If the issuer had been in operation, the issuer’s revenue and results from operation, financial position and changes in financial position and cash flows for the last five years or from commercial operation, which is shorter, shall be furnished in tabular form which shall, among others, include the following information: The Company’s Revenues and Results from Operations, Statement of Financial position, Statement of changes in Financial Position and Cash flows for the last five years are mentioned below: Revenue and Results from Operations:


(A) Turnover 413,810,745 388,157,162 294,467,820 212,055,360 140,576,835

(B) Cost of Goods Sold (241,922,930) (226,973,745) (180,380,774) (130,469,705) (87,415,016)

(C) Gross Profit/(Loss) (A-B) 171,887,815 161,183,417 114,087,046 81,585,655 53,161,819

(D) Operating Expenses (47,059,227) (39,345,743) (36,263,403) (32,097,532) (24,650,562)

Administrative Expenses (13,589,180) (10,715,871) (9,701,076) (7,736,837) (6,298,829)

Selling & Distribution Expenses (33,470,047) (28,629,872) (26,562,327) (24,360,695) (18,351,733)

(E) Operating Income (C-D) 124,828,588 121,837,674 77,823,643 49,488,123 28,511,257

(F) Financial Expenses (19,684,850) (23,790,395) (21,692,270) (19,861,361) (7,760,689)

(G) Other Income 92,524 157,095 - - -

(H) Net Profit/(Loss) before WPPF (E-F+G) 105,236,262 98,204,374 56,131,373 29,626,762 20,750,568

(I) Contribution to WPPF (5,011,251) (4,676,399) (2,672,923) (1,410,798) (988,122)

(J) Net Profit/(Loss) before Tax (H-I) 100,225,011 93,527,975 53,458,450 28,215,964 19,762,446

(K) Income Tax Expenses (37,973,970) (38,700,181) (20,282,144) (12,197,503) (9,048,137) Provision for Tax (35,078,754) (32,734,791) (18,710,458) (10,580,987) (7,410,917)

Deferred Tax (2,895,216) (5,965,390) (1,571,686) (1,616,516) (1,637,220)

(L) Net Profit/(Loss) after Tax (J-K) 62,251,041 54,827,794 33,176,306 16,018,461 10,714,309

Particulars Area in Decimals Location Status Factory/Plant 104 decimals Amulet Complex, Singdighi, Maona, Shreepur, Gazipur On own purchased land


Statement of Financial Position:


ASSETS

A: Non-Current Assets 343,859,322 346,581,790 202,531,261 157,561,070 127,413,974

Property, Plant & Equipment 343,859,322 346,581,790 202,531,261 157,561,070 127,413,974

B: Current Assets 499,603,976 396,600,359 252,393,598 86,259,024 73,013,974

Inventories 191,277,760 157,947,083 86,019,604 40,857,257 37,004,548

Spare Parts & Supplies 15,020,457 12,565,114 9,533,368 3,970,796 1,951,685

Advances, Deposits & Pre-payments 135,261,360 92,304,028 76,115,446 30,483,831 19,345,658

Accounts Receivable 147,733,723 107,745,750 71,144,259 10,397,181 14,443,758

Cash & Cash Equivalent 10,310,676 26,038,384 9,580,921 549,959 267,920

Total Assets [A+B] 843,463,298 743,182,149 454,924,859 243,820,094 200,427,543

EQUITY & LIABILITY

C: Shareholders’ Equity 561,421,894 499,170,853 230,843,059 58,666,753 42,648,292

Share Capital 353,500,000 353,500,000 100,000,000 1,000,000 1,000,000

Share Money Deposit - - 40,000,000 - -


D: Non-Current Liabilities 61,516,583 61,283,640 68,669,410 81,816,057 109,240,890

Long Term Loan 45,123,095 47,785,368 61,136,528 75,854,861 104,896,210

Deferred Tax Liabilities 16,393,488 13,498,272 7,532,882 5,961,196 4,344,680

E: Current Liabilities 220,524,821 182,727,656 155,412,390 103,337,284 48,538,361

Short Term Loan 46,755,390 41,492,853 66,004,607 30,976,329 19,612,432

Current Portion of Long Term Loan 52,460,000 55,344,000 38,940,000 38,940,000 -

Sundry Creditors 1,284,731 1,050,563 876,560 2,789,390 8,745,581

Liabilities for Expenses 1,677,628 1,906,774 1,396,024 2,408,949 2,961,395

Provision for Tax Liabilities 113,335,821 78,257,067 45,522,276 26,811,818 16,230,831

Workers' Profit Participation Fund 5,011,251 4,676,399 2,672,923 1,410,798 988,122

Total Liabilities [D+E] 282,041,404 244,011,296 224,081,800 185,153,341 157,779,251

Total Equity and Liabilities [C+D+E] 843,463,298 743,182,149 454,924,859 243,820,094 200,427,543

Statement of Changes in Financial Position:

Particulars Ordinary Share

Capital Retained Earnings

Share Money Deposit

Total

Balance as on June 30, 2012 1,000,000 41,648,292 - 42,648,292


Balance as on June 30, 2014 100,000,000 90,843,059 40,000,000 230,843,059


Balance as on June 30, 2016 353,500,000 207,921,894 - 561,421,894 Statement of Cash Flows:


Cash Flows from Operating Activities

Collection from Customers 373,915,296 351,712,766 233,720,742 216,101,937 130,399,769

Payment to Supplier & Employees (288,129,016) (282,408,888) (268,857,759) (152,632,789) (109,928,124)

Payment to Others (36,575,955) (33,375,955) (19,065,732) (11,065,732) (7,566,323)

Net Cash Generated from Operating Activities 49,210,325 35,927,923 (54,202,749) 52,403,416 12,905,322

Cash Flows from Investing Activities

Acquisition of Property Plant & Equipment (44,969,447) (187,721,151) (74,383,964) (53,522,564) (40,900,706)

Pre-operating Expenses - - - - -

Net Cash used in investing Activities (44,969,447) (187,721,151) (74,383,964) (53,522,564) (40,900,706)

Cash Flows from Financing Activities

Share Capital - 213,500,000 99,000,000 - -


Long Term Loan (5,546,273) 3,052,840 (14,718,333) 9,898,651 16,076,605

Short Term Loan 5,262,537 (24,511,754) 35,028,278 11,363,897 19,612,432

Financial Expenses (19,684,850) (23,790,395) (21,692,270) (19,861,361) (7,760,689)

Net Cash Generated from Financing Activities (19,968,586) 168,250,691 137,617,675 1,401,187 27,928,348

Net Increase/(Decrease) in Cash & Cash Equivqlents (15,727,708) 16,457,463 9,030,962 282,039 (67,036)

Cash & Cash Equivalents at the Beginning of the year 26,038,384 9,580,921 549,959 267,920 334,956

Cash & Cash Equivalents at the End of the year 10,310,676 26,038,384 9,580,921 549,959 267,920


a) Internal and external sources of cash: The internal sources of cash of the company are the share capital, Share Money Deposit and Retained Earnings. The external sources of cash are bank loans.

(As Per Audited Financial Statements) Particulars June 30, 2016 June 30, 2015 June 30, 2014 June 30, 2013 June 30, 2012

Internal sources of Cash:

Share Capital 353,500,000 353,500,000 100,000,000 1,000,000 1,000,000



Sub Total 561,421,894 499,170,853 230,843,059 58,666,753 42,648,292

External Sources of Cash:

Long Term Loan 44,783,095 47,785,368 61,136,528 75,854,861 104,896,210

Long Term Loan-Current Portion 52,800,000 55,344,000 38,940,000 38,940,000 -

Short Term Loan 46,755,390 41,492,853 66,004,607 30,976,329 19,612,432

Sub Total 144,338,485 144,622,221 166,081,135 145,771,190 124,508,642

Grand Total 705,760,379 643,793,074 396,924,194 204,437,943 167,156,934

b) Any material commitments for capital expenditure and expected sources of funds for such expenditure; The Company has no Material Commitment for Capital Expenditure other than as specified in “Utilization of IPO Proceeds” under the head Use of Proceeds & Implementation Schedule of this Prospectus.

c) Causes for any material changes from period to period in revenues, cost of goods sold, other operating expenses and net income; The Company’s net profit after Tax and other business performance indicators show increasing trend due to the management dedication and suitable strategic action to face competition in the industry. Successive strong financial performance is the result of unwavering commitment of the promoters, management efficiency, employees’ sincerity, use of appropriate technology, among others.

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.

(As per Audited Financial Statements)


Net Turnover 413,810,745 388,157,162 294,467,820 212,055,360 140,576,835

Cost of Goods Sold 241,922,930 226,973,745 180,380,774 130,469,705 87,415,016

Operating Expenses 47,059,227 39,345,743 36,263,403 32,097,532 24,650,562

Net Profit/(Loss) after tax 62,251,041 54,827,794 33,176,306 16,018,461 10,714,309

Causes for Changes in Sales: Due to efficient management, marketing policy and overall increasing demand of Pharmaceuticals Sector in the economy, the Company’s sales revenue bolstered from the year 2013 to the year 2016. The previous year’s maintain a stabilize trend in terms of sales. Causes for Changes in Cost of Goods Sold: As the Company increased its production capacity, its raw material consumption, factory overhead expenses and cost of production also increased proportionately. As a result, the Cost of Goods Sold (COGS) also increased year to year. Causes for Changes in Operating Expenses: Operating Expenses include administrative expenses & selling & distribution expenses. Due to increases salary & allowances, Bonus, and Sales promotional activities Operating Expenses has increased year to year. Causes for Changes in Net Profit: Due to efficient management of inventory and overall increasing demand of Pharmaceuticals Sector in the economy, the Company’s Net Profit increases from the year to the year. d) Any seasonal aspects of the issuer’s business; As the products of pharmaceuticals industry are of basic in nature and majorly chronic care related, Bangladesh Pharmaceuticals market is consistent. However, there may be some insignificant seasonal variation in demand for certain medicine increase seasonally. Therefore, the company’s operating results may vary insignificantly over the month of a year.


e) Any known trends, events or uncertainties that may have material effect on the issuer’s future business; There are no known trends in customer preferences that affect Company’s operations. The business operation of the Company may be affected by some known events as follows:

Political unrest Natural disaster Entrance of new technology Increase competition Increased production cost Govt. Policy change towards the industry

f) Any assets of the company used to pay off any liabilities; None of the assets of the company has been used to pay off any liabilities of the company. g) Any loan taken from or given to any related party or connected person of the issuer with details of the same; The Company has not taken any loan from or given to any related party or connected person of the issuer. 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 neither has any future contractual liabilities nor has any plan to enter into any contractual liabilities other than normal course of business within next one year that would impact the financial fundamentals of the company. i) The estimated amount, where applicable, of future capital expenditure; The Company has not any plan to make any capital expenditure except for those mentioned in the ‘Use of Proceeds’ Chapter in this prospectus. j) Any VAT, income tax, customs duty or other tax liability which is yet to be paid, including any contingent liabilities stating why the same was not paid prior to the issuance of the prospectus. Updated income tax status for the last 5 years or from commercial operation, which is shorter;

VAT: The Company has VAT registration number-18061011246. It pays VAT in time and submitted return accordingly and therefore the Company has not any outstanding VAT as on December 31, 2015. Income Tax: The E-TIN (Tax Payers Identification Number) of APL is 646693455577, Taxes Circle-161 (Company), Tax Zone-03, Dhaka. Year wise income tax status of the Company is as under:

Income Year Assessment Year Status

2015-2016 2016-2017 Yet to be submitted

2014-2015 2015-2016 Return submitted and Assessment is under Process

2013-2014 2014-2015 Assessment completed by DCT



Customs Duty: There is no customs duty liability of the Company as on June 30, 2016 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;

Name of Institution Type of Loan Amount of

Loan Interest

Rate Sanction

Date Amount of Installment

Outstanding Balance as on June

30, 2016 Pubali Bank Ltd. Long Term Loan 86,248,000 12.00% 18-03-2010 30,976,000 69,050,934

Pubali Bank Ltd. Long Term Loan 10,150,000 12.00% 16-02-2014 1,408,000 6,680,630



Pubali Bank Ltd. Short Term Loan 40,000,000 12.00% 31-10-2014 - 46,755,390


l) Details of all personnel related schemes for which the company has to make provision for in future years; The Company has adequate programmers for human resource development. Company also has a well-designed Compensation plan for attracting highly capable professional staff with high degree of integrity. The compensation package include Salary and Allowances, Bonus, Leave Salary, Performance based reward scheme etc. The Company considers its human resources as the most valuable assets and the profitability of Company largely depends on the efficient & effective productivity of human resources. With a view to supporting these lofty objectives, the Company makes provision for Workers’ Profit Participation Fund (WPPF) @ 5% of the net profit after charging such contribution but before tax contribution by the Company and pay Festival Bonus. m) Break down of all expenses related to the public issue; The following amount to be paid to the Issue Manager, Underwriters and other costs are as follows:

Sl. No.

Particulars Nature of Expenditure Amount in

BDT

A. ISSUE MANAGEMENT FEES 1,725,000

Managers to the Issue Fee 1.00% on the public offer amount or Tk. 03.00 million whichever is lower

1,500,000

VAT against Issue Management Fees @ 15% on Issue Management Fees 225,000

B. LISTING RELATED EXPENSES 2,314,000

Application Fees for Stock Exchanges Tk. 50,000 for each exchanges 100,000

Listing Fee for Stock Exchanges (DSE & CSE) & 0.25% on Tk. 10 Crore and 0.15% on the rest

amount of paid up capital; (minimum Tk. 50,000 and maximum Tk. 10,000,000 for each exchanges)

1,710,500

Annual Fees for DSE & CSE

@ 0.05% on Tk. 100 Crore of paid up capital and 0.02% on the rest amount of paid up capital;

(minimum Tk. 50,000 and maximum Tk. 600,000 for each exchanges)

503,500

C. BANGLADESH SECURITIES AND EXCHANGE COMMISSION 650,000

Application Fee - 50,000

BSEC Consent Fee @ 0.40% on the public offering amount 600,000

D. IPO RELATED FEES 762,500

Underwriting Commission @ 0.50% on underwritten amount 262,500

Auditor Certification Fees At Actual 500,000

E. CDBL FEES AND EXPENSES 684,025

Security Deposit At Actual 500,000

Documentation Fee At Actual 2,500

Annual Fee At Actual 100,000

Connection Fee @ Tk. 500 per month (12*500) 6,000

IPO Fees @ 0.015% on total paid up capital after IPO 75,525

F. PRINTING AND POST IPO EXPENSES 6,300,000

Publication of Prospectus Estimated (5000 Pcs*160/-) 800,000

Abridged version of Prospectus and Notice in 4 daily newspaper

Estimated (to be paid at actual) 800,000

Notice for Prospectus, Lottery, Refund etc. in 4 daily newspaper

Estimated (to be paid at actual) 200,000

Lottery Conducting Expenses & BUET Fee Estimated (to be paid at actual) 1,000,000

Collection of Forms, Data Processing and Share Software Charge

Estimated (to be paid at actual) 3,000,000

Allotment and Refund Estimated (to be paid at actual) 300,000

Administrative & Stationary Expense Estimated (to be paid at actual) 200,000

GRAND TOTAL (A+B+C+D+E+F) 12,435,525

N.B.: Actual costs will vary if above mentioned estimates differ and will be adjusted accordingly.


n) If the issuer has revalued any of its assets, the name, qualification and experiences of the valuer and the reason for the revaluation, showing the value of the assets prior to the revaluation separately for each asset revalued in a manner which shall facilitate comparison between the historical value and the amount after revaluation and giving a summary of the valuation report along with basis of pricing and certificates required under the revaluation guideline of the Commission; No revaluation has been made to the Company’s assets and liabilities. o) Where the issuer is a holding/subsidiary company, full disclosure about the transactions, including its nature and amount, between the issuer and its subsidiary/holding company, including transactions which had taken place within the last five years of the issuance of the prospectus or since the date of incorporation of the issuer, whichever is later, clearly indicating whether the issuer is a debtor or a creditor; The Company has no subsidiary nor it is operated under a holding company nor does it have any associate company. Hence, no transaction has taken place. p) Financial Information of Group Companies: following information for the last three years based on the audited financial statements, in respect of all the group companies of the issuer, wherever applicable, along with significant notes of auditors: The Company has not under any kind of Group of Companies. q) Discussion on the results of operations shall inter-alia contain the following:

1) A summary of the past financial results after adjustments as given in the auditor’s report containing significant items of income and expenditure; There was no adjustment given by the auditors during the last five year. Summary of the past financial results and operations are presented below:

As Per Audited Financial Statements Particulars June 30, 2016 June 30, 2015 June 30, 2014 June 30, 2013 June 30, 2012

Non-Current Assets 343,859,322 346,581,790 202,531,261 157,561,070 127,413,974

Current Assets 499,603,976 396,600,359 252,393,598 86,259,024 73,013,569

Shareholder’s Equity 561,421,894 499,170,853 230,843,059 58,666,753 42,648,292

Non-current Liabilities 61,176,583 61,283,640 68,669,410 81,816,057 109,240,890

Current Liabilities 220,864,821 182,727,656 155,412,390 103,337,284 48,538,361

Turnover 413,810,745 388,157,162 294,467,820 212,055,360 140,576,835


Other Income 92,524 157,095 - - -



2) A summary of major items of income and expenditure; As Per Audited Financial Statements


Turnover 413,810,745 388,157,162 294,467,820 212,055,360 140,576,835




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

Sl. No. Major Products Sales Net Income

1 Tablet 240,010,232 36,105,603

2 Capsule 146,902,814 22,099,120

3 Liquid 20,190,537 3,112,552

4 Ointment 6,707,162 933,766

4) In case, other income constitutes more than 10% of the total income, the breakup of the same along with the nature of the income, i.e., recurring or non-recurring; The Company’s other income is not more than 10% of the total income.


5) If a material part of the income is dependent upon a single customer or a few major customers, disclosure of this fact along with relevant data. Similarly if any foreign customer constitutes a significant portion of the issuer’s business, disclosure of the fact along with its impact on the business considering exchange rate fluctuations; The Company’s income is not dependent upon a single customer or a few major customers nor 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.

r) 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:

(As per Audited Financial Statements)

Particulars June 30, 2016 June 30, 2015 June 30, 2014

Net Turnover 413,810,745 388,157,162 294,467,820

Cost of Goods Sold 241,922,930 226,973,745 180,380,774

Gross Profit/(Loss) 171,887,815 161,183,417 114,087,046

Operating Expenses 47,059,227 39,345,743 36,263,403

Operating Income 124,828,588 121,837,674 77,823,643

Other Income 92,524 157,095 -

Net Profit/(Loss) before Tax 100,225,011 93,527,975 53,458,450

Net Profit/(Loss) after tax 62,251,041 54,827,794 33,176,306

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 is no unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc. 2) Significant economic changes that materially affect or are likely to affect income from continuing operations; There is no significant economic change except introduction of new projects 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; Products of pharmaceuticals industry with related to healthcare needs which one of the fundamental needs of all livings beings. There is a lot of scope to increase the market significantly, which depends on factors like increase of per capital income, increase health consciousness among mass people. Besides local market, contract manufacturing and emerging overseas market also can play a greater role. On the contrary, factors like natural disaster, entrance of new technology, increase in competition etc. can affect the business as well. 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; Any event such as increase in labor or material costs or prices will not affect the operational result of the company, because of, with the passages of time volume and prices of net sales or revenue are also expected to increase in normal course of operation and for introduction of new products or services. 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; The issuer is expecting the increased net sales or revenue because of sales volume, new product line and sales price. It is forecasted that we will be able to increase our net sales or revenue around 20 percent on an average for the next 3 years. 6) Total turnover of each major industry segment in which the issuer operated; Pharmaceuticals products are met one of the basic needs for all living being. It is one of the fastest growing industries in the world. According to IMS by 2017 demand of pharmaceuticals products will be USD 1,200 billion. According to the same source, in the year 2016 Bangladesh pharmaceuticals market size was Tk. 16,000 crore. For the period ended June 30, 2016, Amulet sales was Tk. 41.38 crore. Insiders of the industry apprehend that by the year 2020 Bangladesh pharmaceuticals size will be Tk. 20,000 crore. They also apprehend that pharmaceuticals products are going to be added into the Bangladesh export basket in a big way within couple of years.


7) Status of any publicly announced new products or business segment; The Company did not announce new products or business segment.

8) The extent to which the business is seasonal. As the products of pharmaceuticals industry are met the basic need of all living being and majorly chronic care related, Bangladesh pharmaceuticals market is consistent. As such, company’s business is not seasonal significantly.

s) 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. Amulet has not been recognized as defaulter, and never rescheduled any of its borrowings with financial institutions/banks. There is no history of conversion of loan into equity, lock out and strikes.

t) 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.

u) Injunction or restraining order, if any, with possible implications; There is no event in history of Company regarding the injunction or restrain order.

v) Technology, market, managerial competence and capacity built-up;

TECHNOLOGY: Amulet Pharmaceuticals Ltd. is one of the growing pharmaceutical companies in Bangladesh with it’s headquarter in Dhaka. It has been developing, manufacturing, selling and distributing pharmaceutical products throughout Bangladesh, a country with 160 million people. Amulet has enabled people of all income categories to live their lives to the fullest. As an integrated healthcare solutions provider the company's product basket covers different therapeutic areas that includes gastro-intestinal, analgesics, hematinic, anti-infective and antibiotics, respiratory agents and non-steroidal anti-inflammatory drugs. The company is committed to providing high quality, appropriately priced products to its customers, supports doctors and consultants with detailed information on their product range and provides dedicated customer service. Amulet Pharmaceuticals Ltd. has a dedicated and competent workforce with exceptional expertise and talent in the field of pharmaceutical products employed in the factory, office and the sales force. Near future APL is going to introduce Herbal Section (Herbal Products) and Ophthalmic Section (Eye Ointment). APL has modernized and refurnished its facilities upgraded internal technology & management and attained the capability to manufacture quality finished medicine. APL does not believe in low pricing because low price means low quality.

MARKET: Pharmaceuticals products are met one of the basic needs for all living being. It is one of the fastest growing industries in the world. According to IMS by 2017 demand of pharmaceuticals products will be USD 1,200 billion, which was USD 965 billion in the year 2012. Pharmaceuticals products are met one of the basic needs for all living being. It is one of the fastest growing industries in the world. According to IMS by 2017, demand of pharmaceuticals products will be USD 1,200 billion. According to the same source, in the year 2016 Bangladesh pharmaceuticals market size was Tk. 16,000 crore. For the year ended June 30, 2016 Amulet’s domestic sales was Tk. 41.30 crore with a growth 6.61% compared to last same period sales.

MANAGERIAL COMPETENCE: All the members of the management team of the company are highly qualified, trained & skilled professionals, well experienced and extremely devoted. The management team is led by Mr. Abu Zafar Enayet Rasul, Managing Director & Director and acts for the best interest of the company. The expert team of Amulet, which consists of 349 employees from various disciplines, are seasoned and experienced enough to use the facilities for production to fulfill the demand of target customers. Successive strong financial performance is the result of unwavering commitment of the promoters, management efficiency, employees’ sincerity, use of appropriate technology, among others.

CAPACITY BUILD UP: To keep space with the contemporary technology and customer demand the company continuously investing and deploying enough resources including human resources.


w) Changes in accounting policies in the last three years; The management of the Company has not change any accounting policies in the last three years. x) Significant developments subsequent to the last financial year: A statement by the directors whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the prospectus and which materially and adversely affect or is likely to affect the trading or profitability of the issuer, or the value of its assets, or its ability to pay its liabilities within the next twelve months;

STATEMENT REGARDING SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR This is to certify that in our opinion there have not arisen any circumstances since the date of the last financial statements as disclosed in the prospectus and which materially and adversely affect or is likely to affect the trading or profitability of The Amulet Pharmaceuticals Limited or the value of its assets, or its ability to pay its liabilities within the next twelve months.


Chairman




Director & CEO

Sd/- Abdul Mannan

Director



Director




Independent Director Date: October 18, 2016 y) If any quarter of the financial year of the issuer ends after the period ended in the audited financial statements as disclosed in the prospectus/information memorandum, unaudited financial statements for each of the said quarters duly authenticated by the CEO and CFO of the issuer; The issuer ends after the period ended in the audited financial statements as incorporated in the prospectus, there are no unaudited financial statements for each of the said quarters. z) Factors that may affect the results of operations. Factors like increase of per capita income, increase health consciousness among mass people, local market, contract manufacturing and emerging overseas market can play a greater role. On the contrary, factors like natural disaster, entrance of new technology, increase in competition etc. can affect the business as well.


CHAPTER (VII): MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION (a) Overview of Business and Strategies; The project was setting up a pharmaceutical industry is envisaged by a group of qualified entrepreneurs with a view to extend its present pattern of business in the field of medicine. It will provide services to the needy people with minimum prices so that poor and destitute will be able to procure medicine. The promoters are well-renounced educated and highly experienced entrepreneurs. Having been a successful business group in Garments Manufacturing and Exporting sector, tourism sector and electricity generation business this group of entrepreneurs plan to diversify business and decided to go for Pharmaceutical sector by setting up a medicine manufacturing unit. It is expected that they will be able to run the project successfully. Having decided to establish a pharmaceutical industry basically two options were looked for. Option 1 is to buy an existing pharmaceuticals factory and renovate it to a desirable level of standard to satisfy GMP (Good Manufacturing Practice) compliance. Option 2 was to construct a new GMP compliant factory in Maona, Sreepur, Gazipur and apply for manufacturing license from the Directorate of Drugs, Government of Bangladesh. In pursing these two options a mixed option became available and the company decided to for that. This mixed option was to buy a company with their license of manufacturing Non-Biological Medicine but the production facility was very poor and not worthy to work on it. In future an up-to-date manufacturing facility needs to be constructed. So it was decided to buy the company with the license and build a new manufacturing facility on company’s own land at Maona, Sreepur, Gazipur. The Company that was bought called Healing Pharmaceuticals Ltd. Its office cum factory was at Kadamtali, Bashabo, Dhaka. Shares of Healing Pharmaceuticals Ltd. were transferred to new shareholders and registered by RJSC on 2008. After completing the process of share transfers and duly registered by RJSC, an application was made to Directorate of Drugs Administration, Government of Bangladesh on 02 March, 2008 for the followings: 1) Approval of the change of shareholders of Healing Pharmaceuticals Ltd.; 2) Acceptance of the change of the name of the company from Healing Pharmaceuticals Ltd. to Amulet Pharmaceuticals Limited; 3) Permission to relocate the manufacturing facility from Kadamtola Basabo to Maona, Sreeepur, Gazipur; 4) Grant of a period of 2 years to construct a factory facility and decoration of the same; 5) Approval of a Biological License in addition to the existing the Non-Biological license. An approval was received from the Directorate of Drug Administration on 13 April, 2009 of the followings: 1) Approval of the share transfer of Healing Pharmaceuticals Ltd.; 2) Approval of change of the company Name from Healing to Amulet Pharmaceuticals Ltd.; 3) Relocation and grant of one year time for construction of a new manufacturing facility at Maona, Sreepur, Gazipur in according to the GMP compliances. This new facility was ready for inspection by the Directorate of Drugs Administration to grant Amulet with a Biological manufacturing license in addition to the existing Non-Biological license. Subsequently the factory and the facility was inspected by the Directorate of Drug Administration on 10 June, 2011 and the Biological Manufacturing license in addition to the renewal of existing Non-biological license was granted On 24 October, 2011. Finally production at this new manufacturing facility of Amulet Pharmaceuticals at Maona, Sreepur, Gazipur started on 01 November, 2011. Since then slowly all products of Amulet Pharmaceuticals Ltd are being produced in this new GMP compliant manufacturing facility. Highlights of the Company

Date of incorporation as Private Limited Company August 11, 1985

Commencement of commercial operation 1986, in new premises November 01, 2011.

Conversion date from Private Limited Company to Public Limited Company

July 24, 2014

Date of change of denomination of face value of share from Tk. 100 to Tk. 10

April 24, 2014


Company Background

Name of the Company Amulet Pharmaceuticals Ltd. (APL)

Nature of Business Manufacturing and Marketing of quality medicine.

Registered Office Address Cha-72/1-B, Moddha Badda (6th Floor), Holland Center, Progoti Sharani, Dhaka-1212

Factory Office Address Amulet Complex, Singdighi, Maona, Sreepur, Gazipur, Bangladesh

Current Managing Director Mr. Abu Zafar Enayet Rasul

Revenue as per Audited Financial Statements June 30, 2016

BDT. 413,810,745

Net Profit as per Audited Financial Statements June 30, 2016

BDT. 62,251,041

Employees as per Audited Financial Statements June 30, 2016

362 person

Existing Capacity Installed Capacity: Tablet & Capsule: 160.00 Million Pcs Liquid & Ointment: 1.50 Million Pcs

Actual Production: Tablet & Capsule: 128.18 Million Pcs Liquid & Ointment: 0.96 Million Pcs

Main Competitors There are 262 active pharmaceuticals companies and APL is competing with each other directly or indirectly with in the sector. For a better and sustainable growth, APL has to face some competitor like Kemiko Pharmaceuticals Ltd., Labaid Pharmaceuticals Ltd., The White Horse Pharmaceuticals Ltd., Sharif Pharmaceuticals Ltd., Rangs Pharmaceuticals Ltd., Apex Pharmaceuticals Ltd., Ambee Pharmaceuticals Ltd., Silco Pharmaceuticals Ltd., Concord Pharmaceuticals Ltd., Ad-din Pharmaceuticals Ltd. etc.

Sl. No. Name of the Competitors 2015-2016 Market Share

01 Kemiko Pharmaceuticals Ltd. 300,425,777 0.19%

02 Labaid Pharmaceuticals Ltd. 260,559,593 0.17%

03 The White Horse Pharmaceuticals Ltd. 254,086,097 0.16%

04 Sharif Pharmaceuticals Ltd. 189,348,557 0.12%

05 Rangs Pharmaceuticals Ltd. 151,575,103 0.10%

06 Apex Pharmaceuticals Ltd. 150,021,916 0.10%

07 Ambee Pharmaceuticals Ltd. 61,691,364 0.04%

08 Silco Pharmaceuticals Ltd. 28,983,930 0.02%

09 Concord Pharmaceuticals Ltd. 25,403,656 0.02%

10 Ad-din Pharmaceuticals Ltd. 14,627,341 0.01%

11 Other Competitors 154,957,935,012 99.07%

Total Pharmaceuticals Market (BDT) 156,934,658,346 100%

APL’s Strategies APL’s key strategic objectives are to: To ensure good service and happiness for all;

To ensure stable and long term return to investors;

To maintain state-of-the-art service facilities for ensuring best quality products to the customers;

Comprehensive marketing and distribution network (both in domestic and international markets);

To see new ways of working to improve efficiency and ensure sustainability.

To improve the health status of population particularly of mothers and children;

To consolidate and strengthen existing Primary Health Care (PHC) program;

To prevent, control and treat major communicable and non-communicable diseases;

To promote adequate production, supply and distribution of essential drugs, vaccines and other therapeutic

agents; and

To excellent relationship with health care professionals, chemists and other concerned stakeholders.

Nature of Business Amulet Pharmaceuticals Ltd. is one of the growing pharmaceutical companies in Bangladesh with it’s headquarter in Dhaka. It has been developing, manufacturing, selling and distributing pharmaceutical products throughout Bangladesh, a country with 160 million people. Amulet has enabled people of all income categories to live their lives to the fullest.


As an integrated healthcare solutions provider the company's product basket covers different therapeutic areas that includes gastro-intestinal, analgesics, hematinic, anti-infective and antibiotics, respiratory agents and non-steroidal anti-inflammatory drugs. The company is committed to providing high quality, appropriately priced products to its customers, supports doctors and consultants with detailed information on their product range and provides dedicated customer service. Amulet Pharmaceuticals Ltd. has a dedicated and competent workforce with exceptional expertise and talent in the field of pharmaceutical products employed in the factory, office and the sales force. Near future APL is going to introduce Herbal Section (Herbal Products) and Ophthalmic Section (Eye Ointment). APL has modernized and refurnished its facilities upgraded internal technology & management and attained the capability to manufacture quality finished medicine. APL does not believe in low pricing because low price means low quality. Basic Principle of Amulet Pharmaceuticals Ltd. The basic principle of Amulet Pharmaceuticals Ltd. is “respect for the individual” and this inspired us to set the following Mission, Vision, Corporate Value, Target, Goal, Strength, Safety, Environment and major Focus. Mission We will discover, develop and successfully market pharmaceutical products to prevent, diagnose, alleviate and cure

diseases. We shall provide total customer satisfaction and achieve leadership in our chosen markets as supplier of quality

products and services across the globe, through excellence in advanced technology and technically competent personnel.

We are responsible to the society. We shall be good corporate citizens and will be driven by high ethical standards in our practices."

Vision Our vision is to be a leading pharmaceutical company in Bangladesh and to become a significant global partner by providing high quality, affordable and innovative solutions in medicine and treatment. Corporate Values In Amulet, we are guided by a set of corporate values which inspire the daily tasks in our professional staff and the management. These values are: Professionalism The Company is committed to employing the right people with the right skills in the right place at the right time. From highly qualified industrial pharmacists to locally well-known medical promotions officer, from quality assurance scientists to business analysts, the company employs true professional and also provides them continuous development training.

Innovation and Creativity The Company encourages its research team and its production team innovates and creates enabling it to produces products which are of very high quality and is affordable to our target customer base. True universal healthcare is our ultimate aim. Teamwork and Leadership: The Company respects all its stakeholders’ staff, management, health service providers, retailers, investors and all those who come in contact with the company. Everyone is respected, kept involved, always heard, well led and valued. The company communicates its vision, values and performance targets in a way that engages everyone in building a forward thinking team. Customer focus and Transparency The Company treats all its customers, health service providers and retailers with trust, respect and appreciation. It maintains test records of all its products in a transparent, proactive and positive way. Target To maintain customer trust and satisfaction nationwide that includes local and international compliance of 46 LDCs (Least Developing Country) barrier and opportunities with in the year of 2016 with trusted name in quality medicine. Goal Inspired by a single goal for your health: To shape the dreams with creativity and ingenuity with an aim for highly efficient and quality production.


Strength Its strength lies in the commitment of both management and workers to deliver value to the clients, customers, consumers and well-wishers. Safety Anyone entering the factory in working hour uses shoes with hygienic cover, hand-gloves, aprons and required safety measure. In addition firefighting system is there to support. Environment All necessary precautions will be taken to reduce the environmental impact to a minimum standard. The Company already got the environmental clearance. The factory will have insignificant negative impact on environment because our factory location is every much environment friendly to manufacture finished medicines in pleasant environmental atmosphere. (b) SWOT Analysis It is a common phenomenon that each and every business has its some strength and weakness as well as some opportunities and threats comes before it. But, through proper management, it is possible to convert the weakness into strength and to convert threat into opportunities. APL’s Strength, Weakness, Opportunities and Threats are like follows: Strengths: Adaptor of most modern state of the art sophisticated technology, which will help us to increase our sales; Our workers are highly trained and efficient; Price and cost are competitive. As our service qualities are high, we will easily compete with our industry rivals; Country wide extensive distribution channel; Strong brand recognition and outstanding service; Application of Corporate Governance. Weaknesses: Uncovered areas of business (dosages form); Less urban focus than major competitors; In most cases follower in new product launching. Opportunities: Vast scope of related diversification; Emerging overseas market; Competitive pricing for the quality of product offered; Pharmaceutical market of Bangladesh is booming rapidly, so APL has a huge scope to do better; Establish & Growing market segment. Threats: New government regulations. As the business is getting competitive, govt. may impose new starting up business; Higher competition existing rivals in all aspects; There are many players of about same size and strategy.


(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue/sales, other income, total income, cost of material, finance cost, depreciation and amortization expense, other expense; changes of inventories, net profit before & after tax, EPS etc.


Turnover 413,810,745 388,157,162 294,467,820 212,055,360 140,576,835

Total Income 171,887,815 161,183,417 114,087,046 81,585,655 53,161,819

Other Income 92,524 157,095 - - -

Cost of Material 142,812,826 226,973,745 180,380,774 130,469,705 87,415,016

Finance Cost 19,684,850 23,790,395 21,692,270 19,861,361 7,760,689

Depreciation 47,691,915 42,591,482 29,413,773 23,375,468 19,828,996

Amortization - - - - -

Other Expenses - - - - -

Changes of Inventories 35,033,895 157,497,083 86,019,604 40,857,257 37,004,548




Reason of fluctuation: Causes for Changes in Sales: Due to efficient management, marketing policy and overall increasing demand of Pharmaceuticals Sector in the economy, the Company’s sales revenue bolstered from the year 2013 to the year 2016. The previous year’s maintain a stabilize trend in terms of sales.

Causes for Changes in Cost of Goods Sold: As the Company increased its production capacity, its raw material consumption, factory overhead expenses, depreciation and cost of production also increased proportionately. As a result, the Cost of Goods Sold (COGS) also increased year to year. Causes for Changes in Operating Expenses: Operating expenses include administrative expenses & selling & distribution expenses. Due to increases salary & allowances, bonus and sales promotional activities Operating Expenses has increased year to year. Causes for Changes in Net Profit: Due to efficient management of inventory and overall increasing demand of Pharmaceuticals Sector in the economy, the Company’s Net Profit and EPS increases from the year to the year. (d) Known trends demands, commitments, events or uncertainties that are likely to have an effect on the company’s business; There are no known trends in customer preferences that affect Company’s operations. The business operation of the Company may be affected by some known events as follows:

Political unrest Natural disaster Entrance of new technology Increase competition Increased production cost Govt. Policy change towards the industry

(e) Trends or expected fluctuations in liquidity; There are no trends of expected fluctuations in liquidity (f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition. There are no off-balance sheet arrangements those have or likely to have a current or future effect on financial condition.


CHAPTER (VIII): DIRECTORS AND OFFICERS (a) Name, Father’s name, age, residential address, educational qualification, experience and position of each of the directors of the company and any person nominated/represented to be a director, showing the period for which the nomination has been made and the name of the organization which has nominated him;

Name of Directors Father’s

Name Age

(Years) Residential Address

Educational Qualification

Experience Position

Abu Saeed Shaukat Ahmed Late M.A. Musabbir 60 Apt. No. A/401, House No. 63, Road No. 8/A, Dhanmondi R/A,

Dhaka.

B.Sc in Electrical & Electronic Engineering from University of

Leeds, UK 32 Chairman

Abu Zafar Enayet Rasul Late M.A. Musabbir 54 Apt. No. A/401, House No. 63, Road No. 8/A, Dhanmondi R/A,

Dhaka.

B.Sc in Civil Engineering from University of Leeds, UK and M.Sc. in Hydroinformatics

(Holland)

28 Director &

MD

Abdul Mannan M. A. Bari 40 7 Housing Estate, Amborkhana,

Sylhet. B.A 18 Director

Syed Amirul Islam Mr. Syed Abdul Wali 54 8/19, Block-C, Flat No. C-1,

Lalmatia, Dhaka-1207. M. Pharm, MBA 28

Director & CEO

M. A. Bari Late Morshed Ali 83 7 Housing Estate, Amborkhana,


Muhammed Ahmed Ali Late Assoddor Ali 76 7 Housing Estate, Amborkhana,


A U M Mamun Chowdhury

Late Rafiqul Islam Chowdhury

49 Vill: Noagram, P.S:

Chowddagram, Comilla. M.Com, CA CC 24


Md. Munshi Moniruzzaman Md. Munshi Sohrab Hossain

46 Vill+Post: Kamtana, P.S:

Lohagara, Narail. LL.B (Hon’s), LL.M 22


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

Name of Directors Position Date of Becoming Director

for the First Time Date of Expiration

of current term

Abu Saeed Shaukat Ahmed Chairman 28.01.2008 AGM in 2017

Abu Zafar Enayet Rasul Director & Managing Director 28.01.2008 28-01-2018

Abdul Mannan Director 28.01.2008 AGM in 2018

Syed Amirul Islam Director & CEO 28.01.2008 AGM in 2019

M. A. Bari Director 10.11.2009 AGM in 2018

Muhammed Ahmed Ali Director 27.05.2015 AGM in 2017

A U M Mamun Chowdhury Independent Director 20.01.2016 19.01.2019

Md. Munshi Moniruzzaman Independent Director 20.01.2016 19.01.2019

(c) If any director has any type of interest in other businesses, names and types of business of such organizations. If any director is also a director of another company or owner or partner of any other concern, the names of such organizations;

Name of Directors Directorship/Sponsorship/Ownership with other Companies

Position Name of Company Type of Business

Abu Saeed Shaukat Ahmed

Action for Business Ltd. Service Sector Chairman

Manningham Housing Association Ltd. Real State Sector

Suman Fashions Garments Ltd. Garments Sector Director

Bichitra Garments Ltd. Garments Sector

Abu Zafar Enayet Rasul Suman Fashions Garments Ltd. Garments Sector

Director Bichitra Garments Ltd. Garments Sector

Abdul Mannan

Suman Fashions Garments Ltd. Garments Sector


Baraka Apparels Limited Textile Sector

Fusion Holdings (Pvt.) Ltd. Real Sate

Syed Amirul Islam N/A N/A N/A

M. A. Bari

Suman Fashions Garments Ltd. Garments Sector Managing Director

Barakatullah Electro Dynamics Limited Power Sector Vice Chairman


Director Sylhet Women’s Medical College & Hospital Health Sector

Jonaki International (Pvt.) Limited Travel sector

Royal Homes Ltd. Real State Sector


Royal Educare Ltd. Education Sector

Muhammed Ahmed Ali N/A N/A N/A

A U M Mamun Chowdhury N/A N/A Independent

Director

Md. Munshi Moniruzzaman Shurwid Industries Ltd. Plastic Sector Independent

Director

(d) Statement of if any of the directors of the issuer are associated with the securities market in any manner. If any director of the Issuer Company is also a director of any issuer of other listed securities during last three years then dividend payment history and market performance of that issuer; There is no involvement of any director of the APL except Mr. M. A. Bari, Vice Chairman of Barakatullah Electro Dynamics Limited, as a director and Md. Munshi Moniruzzaman, Independent Director of Shurwid Industries Limited of an issuer of the listed securities.

Mr. M. A. Bari

Name of the Issue Publication Date

of Prospectus Listing Year

Issue Price

Dividend Payment History

2015 2014 2013 2012 2011

Baraka Power Limited February 01, 2011 2011 60.00 8% C, 8% B 17% B 10% C, 5% B 21% B 20% B

Md. Munshi Moniruzzaman

Name of the Issue Publication Date

of Prospectus Listing Year

Issue Price

Dividend Payment History

2015 2014 2013 2012 2011

Shurwid Industries Limited April 27, 2014 2014 10.00 N/A 15% B - - 10% B

Market performance of Baraka Power Limited Baraka Power Limited

Particulars 2015 2014 2013 2012 2011

Turnover 3,844,108,738 1,573,361,307 675,390,784 731,781,707 767,024,698

Gross Profit 1,042,093,141 516,846,359 364,819,171 390,433,560 377,238,088

Net Profit after Tax 568,170,272 279,605,832 184,261,472 195,641,803 164,121,029

NAV per share 19.39 19.45 19.43 21.65 23.68

Earnings per Share 2.76 1.90 1.48 1.90 2.32 Source: www.barakapower.com

Shurwid Industries Limited

Particulars 2015 2014 2013 2012 2011

Turnover - - 229,904,457 202,306,005 189,738,222

Gross Profit - - 77,832,939 63,155,232 62,117,370

Net Profit after Tax (1,651,050) 51,526,151 34,221,478 28,849,855 37,744,388

NAV per share 12.27 20.22 14.11 13.03 13.33

Earnings per Share (0.03) 1.64 1.09 0.92 1.57 Source: www.shurwid.com

(e) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s father, spouse’s mother, spouse’s brother, spouse’s sister) among the directors and top five officers;

Name of Directors Position of the Company Relationships

Abu Saeed Shaukat Ahmed Chairman Elder brother of Mr. Abu Zafar Enayet Rasul

Abu Zafar Enayet Rasul Director & Managing Director Younger brother of Mr. Abu Saeed Shaukat Ahmed

Abdul Mannan Director Son of Mr. M. A. Bari

Syed Amirul Islam Director No relation with other Directors

M. A. Bari Director Father of Mr. Abdul Mannan

Muhammed Ahmed Ali Director No relation with other Directors

Md. A U M Mamun Chowdhury Independent Director N/A

Md. Munshi Moniruzzaman Independent Director N/A

http://www.barakapower.com/


Family Relationship among the Directors and Top Five Officers: There is no family relationship between directors and officers except Mr. Abu Saeed Shaukat Ahmed, Chairman of the company is the elder brother of Mr. Abu Zafar Enayet Rasul, Managing Director of the company and Mr. M. A. Bari, Director of the company is the father of Mr. Abdul Mannan another Director of APL. However, Mr. Abu Zafar Enayet Rasul, the Managing Director and Mr. Syed Amirul Islam, the CEO of the Company are the Directors’ of the Board. (f) A very brief description of other businesses of the directors;










Abdul Mannan




Fusion Holdings (Pvt.) Ltd. Real State Sector


M. A. Bari




Director

Sylhet Women’s Medical College & Hospital Health Sector






Director

Md. Munshi Moniruzzaman Shurwid Industries Ltd. Plastic sector Independent

Director

(g) Short bio-data of each director;

Abu Saeed Shaukat Ahmed Chairman Abu Saeed Shaukat Ahmed is an engineer by profession and works as a Senior Project Manager in the U.K. He is also an experienced businessman. He is the Chairman of Action for Business Ltd. which owns and runs Carlisle Business Centre, Bradford, UK. In Bangladesh, he is involved with Suman Fashions Garments Ltd. and Bichitra Garments Ltd. He was the founder Chairman of Manningham Housing Association Ltd. He was also an elected member of Bradford Metropolitan Council for 8 years when he held several committee and British Labour Party positions. In 2008, he was made a member of the Order of the British Empire (MBE) by Queen Elizabeth II in recognition of his services to British communities and the country. Shaukat Ahmed studied at Faujdarhat Cadet College, Chittagong and Notre Dame College, Dhaka. He graduated in Electrical & Electronic Engineering from University of Leeds, UK. He was born in Sylhet district. He is a well-traveled man and visited many countries in the world for business purposes.


Abu Zafar Enayet Rasul Managing Director Mr. Rasul is a civil engineer and studied abroad in UK and Holland to pursue of his studies. He has vast experience in working several engineering projects while working with Danish Hydraulic Institute.

He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Suman Fashion Garments Ltd. is in business of manufacturing and exporting ready-made garments since 1988. He has attended a training course in Tokyo, Japan on top management of corporate business in 2009. He also attended several seminar and workshop relating to business and engineering. He is also a Director of Bichitra Garments Ltd.

Mr. Rasul is also a sponsor shareholder of Baraka Power Limited, an IPP (Independent Power Producing) company. BPL has its first project a 51MW gas generator based power producing unit at Fenchugonj and listed with both DSE and CSE.

A Z Enayet Rasul studied at Mirzapur Cadet College, Tangail and Notre Dame College, Dhaka. He completed his graduate in civil engineering from University of Leeds, UK and M.Sc. in Hydroinformatics from Institute of Hydraulic and Environment Engineering, Delft, Holland. Mr. Rasul traveled many countries of the world for business purposes like UK, France, Germany, Sweden, Malaysia, Hong Kong, Thailand, China, Italy, Singapore, Denmark, Holland, India, Switzerland etc.

Abdul Mannan Director Mr. Mannan pursued his school studies in England and later he came back to Bangladesh and completed his education of B.A. He is very conversant both in Bangla and English.

He has been one of the sponsor shareholders of Suman Fashion Garments Ltd. since its inception. Mr. Mannan is also involved in the business of travels in Dhaka. He is also a shareholder of Jonaki Travels Ltd., office located in Motijheel and another in Sylhet. Jonaki Travels is in the business of ticketing and arranging travel packages since 1980. Mr. Mannan joined the company in 1998. He is also a sponsor shareholder of Baraka Power Limited. Mr. Mannan successfully maintains good amount of portfolio business in DSE and CSE market. He is also the Director of Bichitra Garments Ltd., Baraka Apparels Limited and Fusion Holdings (Pvt.) Ltd. He is also a well traveled man and visited many countries of the world for business purposes.

Syed Amirul Islam Director Syed Amirul Islam is a registered pharmacist and received his M. Pharm from Dhaka University in 1985. Later he did his MBA with major in marketing from the Institute of Business Studies, DIU in 2002. He has served several pharmaceuticals companies since he finished his M. Pharm.

He served with Square Pharmaceuticals Ltd. after his completed his M. Pharm as Asst. Manager in medical services department from 1986 till 1997. Later on he joined Somatech Pharmaceuticals Ltd. and worked as Marketing Manager till 2000. He was then promoted to Marketing Operation Manager when he worked with his dynamic guidance and ideas to improve the sales of the company. He was successfully marketed the goods of Somatech in the market and captured a substantial share of the market for Somatech to become one of the 10 companies in Bangladesh.

He was then promoted to Marketing Services Manager till he joined Amulet Pharmaceuticals Ltd. in 2008 as Chief Executive Officer. He is very much experienced with the pharmaceuticals business and its day to day operations. He has good amount of knowledge about the pharmaceuticals machineries and production procedures in a pharmaceuticals factory. He will be an asset for his experience in Sales and Marketing of the products. He is also a regular faculty on Pharmacy department in different private universities.

M. A. Bari Director Mr. Alhaj M. Abdul Bari is a prominent businessman. He started his business career in tourism sector in the early 70's. Later he started Garments business and also invested in other potential projects such as Medical College & Hospital, Pharmaceuticals, Property Business etc. He has other businesses in UK. Mr. Bari is also Director of Baraka Power Limited, Bichitra Garments Ltd., Royal Homes Ltd., Royal Educare Ltd., Sylhet Women’s Medical College & Hospital and Jonaki International (Pvt.) Limited. He traveled most of countries of the world for business purposes.


Muhammed Ahmed Ali Director Mr. Muhammed Ahmed Ali a permanent citizen of UK. He completed his graduation and engaged in business in UK. Mr. Ali has several restaurants in UK and also invested in Bangladesh on garments, powers and medicine sector. He was born in Sylhet.

Md. A U M Mamun Chowdhury Independent Director A U M Mamun Chowdhury obtained his master degree (major in Accounting) from Chittagong University in 1989. He also completed CC course under the institute of ICAB. He has vast experience in business, finance, auditing, taxation and corporate management. During his last 24 years of career he has served many public and private organizations in senior positions. At this moment he is serving in Cidatex Resources Bangladesh Ltd. as General Manager. His well dedication, valuable experience and sincerity made him a great corporate leader.

Md. Munshi Moniruzzaman Independent Director Md. Munshi Moniruzzaman was born in 1969 in the district of Narail. He completed his bachelor and master degree in law from the University of Rajshahi with excellent academic performance. He enrolled himself in the Bangladesh Bar Council on 08 August, 1994 and in the High Court Division on 09 February, 2001. He is a practicing Advocate since 1994. During his long path of services, he has achieved outstanding experience in many areas including the company affairs. He is also one of the independent directors of Shurwid Industries Limited

(h) Loan status of the issuer, its directors and shareholders who hold 5% or more shares in the paid-up capital of the issuer in terms of the CIB Report of Bangladesh Bank; Neither the Company nor any of its directors and shareholders who holds 5% or more shares in the paid up capital of the Issuer is loan defaulter as per the CIB report of the Bangladesh Bank.

(i) Name with position, educational qualification, age, date of joining in the company, overall experience (in year), previous employment, salary paid for the financial year of the Chief Executive Officer, Managing Director, Chief Financial Officer, Company Secretary, Advisers, Consultants and all Departmental Heads. If the Chairman, any director or any shareholder received any monthly salary than this information should also be included;

Name of Directors Position Date of Joining

Age (Years)

Educational Qualification

Overall Experience (in years)

Salary Paid for thr Financial

year Previous Employment

Abu Zafar Enayet Rasul

MD & Director 28.01.2008 54

B.Sc in Civil Engineering from University of Leeds,

UK and M.Sc. in Hydroinformatics (Holland)

28 1,008,000 Danish Hydraulic Institute

Syed Amirul Islam CEO & Director 28.01.2008 54 M. Pharm, MBA 28 902,000 Somatec Pharmaceuticals Ltd. Square Pharmaceuticals Ltd.

Munshi Abu Naim ACS

Company Secretary

01-07-2015 36 ACS, B.Com 12 420,000 Kazi Zahir Khan & Co. A A Mahmud & Co. Sainsbury’s PLC.

Md. Abdul Mozid Manager, Sales 01.03.2015 57 B.Sc. (Hon), M. Sc.

(Rajshahi University), MBA 25 520,000

Hudson Pharmaceuticals Ltd. Gaco Pharmaceuticals Ltd. Globe Pharmaceuticals Hoechst Phara Ltd. Square Pharmaceuticals Ltd.

Md. Salahuddin Manager, Sales 16.03.2015 53 M.Sc (DU), MBA 25 520,000

Prime Pharmaceuticals Ltd. Zenith Pharmaceuticals Ltd. Jayson Pharmaceuticals Ltd. Square Pharmaceuticals Ltd.

Kazi Mahmudul Hasan

Chief Financial Officer

01.02.2008 36 CA C.C., M. Com, MBA in

Finance and Banking 8 546,000

A Matin & Co., Chartered Accountants

Md. Abdul Haque Plant Manager 02.08.2015 53 B.Pharm, M. Pharm. (DU)

PGDIM (BIM) 26 480,000

Novus Pharmaceuticals Ltd. Zenith Pharmaceuticals Ltd. Alco Pharma Ltd. Desh Pharmaceuticals Ltd. Libra Infusion Ltd.

Ahsan Habib Ahmed Manager,

Production 01.02.2011 55 B. Pharm. (DU) 28 520,000

Madina Maternity Hospital King Fahad Hospital Yanbo General Hospital of Saudi Arabia.

M. A. Kayum Manager,

Quality Control 15.02.2011 38

B. Sc., M. Sc. In Applied Chemistry

(Rajshahi University) 12 487,500

Virgo Pharmaceuticals Ltd. UniMed & UniHealth Manufacturers Ltd. Jayson Pharmaceuticals Ltd.

Jakiul Islam Manager,

Quality 01.09.2014 56

B.Sc., M. Sc. in Biochemistry (DU)

21 480,000 The ACME Laboratories Ltd.


Assurance

Sultan Md. Gias Uddin

Sr. Executive, Product

Management 01.02.2011 31 B. Pharm, M. Pharm (SU) 5 260,000 Amulet Pharmaceuticals Ltd.

Shahin Ahmed Head of Internal

Audit 05.09.2011 35 BBA, MBA (AUB) 12 380,000 Somatec Pharmaceuticals Ltd.

Md. Moqbular Rahman

Manager, HRM 11.02.2013 41 MA, LL.B 12 350,000 National University, Bangladesh

It is mentionable that the Company has no Consultant/Advisor during the financial year.

(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; No key management person has changed in the last three years.

(k) A profile of the sponsors including their names, father’s names, age, personal addresses, educational qualifications, and experiences in the business, positions/posts held in the past, directorship held, other ventures of each sponsor and present position;

Name of Directors Father’s Name

Age (Years)

Personal Address Educational Qualification

Experience in the Business

Position Directorship

held

Abu Saeed Shaukat Ahmed Late M.A. Musabbir

60 Apt. No. A/401, House No.

63, Road No. 8/A, Dhanmondi R/A, Dhaka.

B.Sc in Electrical & Electronic Engineering from

University of Leeds, UK 32 Chairman 28.01.2008

Abu Zafar Enayet Rasul Late M.A. Musabbir 54 Apt. No. A/401, House No.

63, Road No. 8/A, Dhanmondi R/A, Dhaka.

B.Sc in Civil Engineering from University of Leeds, UK

and M.Sc. in Hydroinformatics (Holland)

28 Director & MD 28.01.2008

Abdul Mannan M. A. Bari 40 7 Housing Estate,

Amborkhana, Sylhet. B.A 18 Director 28.01.2008

Syed Amirul Islam Mr. Syed Abdul Wali 54 8/19, Block-C, Flat No. C-1,

Lalmatia, Dhaka-1207. M. Pharm, MBA 28 Director 28.01.2008

M. A. Bari Late Morshed Ali 83 7 Housing Estate,


Muhammed Ahmed Ali Late Assoddor Ali 76 7 Housing Estate,


A U M Mamun Chowdhury Late Rafiqul Islam Chowdhury 49 Vill: Noagram, P.S:

Chowddagram, Comilla. M.Com, CA CC 24


20.01.2016

Md. Munshi Moniruzzaman Md. Munshi Sohrab Hossain 46 Vill+Post: Kamtana, P.S:

Lohagara, Narail. LL.B (Hon’s), LL.M 22


20.01.2016

Other ventures of each sponsor, directors and present position










Abdul Mannan




Fusion Holdings (Pvt.) Ltd. Real Sate


M. A. Bari




Director

Sylhet Women’s Medical College & Hospital Health Sector






Director

Md. Munshi Moniruzzaman Shurwid Industries Ltd. Plastic Sector Independent

Director


(l) If the present directors are not the sponsors and control of the issuer was acquired within five years immediately preceding the date of filing prospectus details regarding the acquisition of control, date of acquisition, terms of acquisition, consideration paid for such acquisition etc.

Name of Directors Acquisition of Control Date of

Acquisition Terms of

Acquisition

Consideration paid for such Acquisition

Muhammed Ahmed Ali Director 27.05.2015 No terms of acquisition

Cash

A U M Mamun Chowdhury Independent Director* N/A

- N/A

Md. Munshi Moniruzzaman - * The Board of Directors has appointed Mr. A U M Mamun Chowdhury & Mr. Md. Munshi Moniruzzaman as an Independent Director on 20 January, 2016

(m) If the sponsors/directors do not have experience in the proposed line of business, the fact explaining how the proposed activities would be carried out/managed; Mr. Syed Amirul Islam, Directors (CEO) is a pharmacist who has 30 Years of experience in the relevant field. (n) Interest of the key management persons;

Name of Directors Nature of

Relationship Nature of

Transaction

Period/Year

30.06.2016 30.06.2015 30.06.2014 30.06.2013 30.06.2012

Amount in BDT

Abu Zafar Enayet Rasul MD & Director Salary 1,008,000 984,000 931,000 - -

Syed Amirul Islam CEO & Director Salary 902,000 878,000 814,400 600,000 540,000

(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary; The directors are not enjoyed any pecuniary or non-pecuniary facilities except Mr. Abu Zafar Enayet Rasul (MD & Director), Syed Amirul Islam (CEO & Director) receive Salary from Company. (p) Number of shares held and percentage of share holding (pre issue);

Sl. No. Name of Shareholders No. of shares Pre-IPO Percentage (%)

1 Abu Saeed Shaukat Ahmed 2,855,000 8.08

2 Abu Zafar Enayet Rasul 5,255,000 14.87

3 Abdul Mannan 3,707,500 10.49

4 Syed Amirul Islam 1,060,000 3.00

5 M. A. Bari 1,160,000 3.28

6 Muhammed Ahmed Ali 1,150,000 3.25

7 Abdulla-Al-Mahmud 1,000,000 2.83

8 Janata Capital and Investment Ltd. 500,000 1.41

9 BMSL Investment Ltd. 900,000 2.55

10 Aminur Rashed 750,000 2.12

11 Nahid Khan Rasul 1,062,500 3.01

12 Syeda Shanaz Ahmed 1,400,000 3.96

13 Jobayda Mannan 1,400,000 3.96

14 Raisa Mehvin Rasul 1,000,000 2.83

15 Sharmin Sultana Lima 1,200,000 3.39

16 Munsur Ahamed 420,000 1.19

17 Abid Hossain 200,000 0.57

18 M. Munir Ahmed 400,000 1.13

19 Ishtiaq Ahmed 100,000 0.28

20 Md. Uzzal Hossain 100,000 0.28

21 Md. Masudur Rahman 80,000 0.23

22 Zahed Hossan 80,000 0.23

23 Md. Sajedul Islam 100,000 0.28

24 S & S Enterprise 50,000 0.14

25 Apurba Kumar Das 100,000 0.28

26 Sabbir Ahmed 50,000 0.14


27 Md. Anisur Rahman 100,000 0.28

28 Mohammad Shafiqul Kabir 125,000 0.35

29 Zahidul Islam 250,000 0.71

30 Gulam Imani 200,000 0.57

31 Badrul Haider Chowdhury 100,000 0.28

32 Md. Nazrul Islam 100,000 0.28

33 Zillur Rahman 750,000 2.12

34 Md. Jahangir 100,000 0.28

35 Shah Jalal Uddin 300,000 0.85

36 Jalil Miah 200,000 0.57

37 Abdus Subhan 250,000 0.71

38 Afsary Khanom 760,000 2.15

39 Salah Uddin Ahmed 170,000 0.48

40 Badrul Alam 200,000 0.57

41 Shifa Wahida Rahman 225,000 0.64

42 Shelina Rahman 225,000 0.64

43 Sumon Ahmed 200,000 0.57

44 Samad Ali 450,000 1.27

45 Md. Almojahid Mullick 540,000 1.53

46 Mahbuba Khatun 500,000 1.41

47 Syed Sakib Naimuddin 200,000 0.57

48 Mrs. Sultana Jesmin Chino 200,000 0.57

49 Mohammed Mominul Islam 70,000 0.20

50 Abdul Rahman 500,000 1.41

51 Nizam Uddin Sikdar 500,000 1.41

52 Md. Jilu Miah 200,000 0.57

53 Mumina Khatun 200,000 0.57

54 Jabbir Ahmed 250,000 0.71

55 Muhibun Bari Chowdhury 670,000 1.90

56 Kabir Miah 100,000 0.28

57 Md. Tipu Sultan 200,000 0.57

58 Md. Abdur Rab 10,000 0.03

59 Saiful Islam Helaly 175,000 0.50

60 Ali Akbar 50,000 0.14

61 Kazi Mahmudul Hasan 200,000 0.57

Total 35,350,000 100.00

(q) Change in board of directors during last three years;

Name of Directors Date of Joining Date of Retirement Present Status

Abdulla-Al-Mahmud 27.05.2015 20.01.2016 Retirement

Mohammed Ahmed Ali 27.05.2015 AGM 2017 Existing Director

Md. A U M Mamun Chowdhury 20.01.2016 19.01.2019 Independent Director

Md. Munshi Moniruzzaman 20.01.2016 19.01.2019 Independent Director

(r) Director’s engagement with similar business. There is no engagement of any director with similar business.


CHAPTER (IX): CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS (a) This is to certify that the Financial Statements of the Amulet Pharmaceuticals Ltd. furnished for our audit does not have any transaction during the last five years, or any proposed transaction, between the issuer and any of the following persons: (i) Any director or sponsor or executive officer of the issuer; (ii) Any person holding 5% or more of the outstanding shares of the issuer; (iii) Any related party or connected person of any of the above persons; Except the transactions described in the following table:

Name of Directors Relationship Nature of

Transaction

June 30, 2016 June 30, 2015 June 30, 2014 June 30, 2013 June 30, 2012

Value of transaction during

the year


the year


the year


the year


the year

Abu Zafar Enayet Rasul Director Salary 1,008,000 984,000 931,000 - -

Syed Amirul Islam Director Salary 902,000 878,000 814,400 600,000 540,000

(b) Any transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or significantly influenced by a person who is currently a director or in any way connected with a director of either the issuer company or any of its subsidiaries/holding company or associate concerns, or who was a director or connected in any way with a director at any time during the last three years prior to the issuance of the prospectus; The information given in above under the head certain relationships and related transactions (point‐ a) is applicable in this respect. (c) Any loans either taken or given from or to any director or any person connected with the director, clearly specifying details of such loan in the prospectus, and if any loan has been taken from any such person who did not have any stake in the issuer, its holding company or its associate concerns prior to such loan, rate of interest applicable, date of loan taken, date of maturity of loan, and present outstanding of such loan. There is no outstanding loans amount either taken or given from or to any director or any person connected with the director.

CHAPTER (X): EXECUTIVE COMPENSATION (a) The total amount of remuneration/salary/perquisites paid to the top five salaried officers of the issuer in the last accounting year and the name and designation of each such officer;

Sl. No. Name Designation Salaries for last accounting

year June 30, 2016 01 Abu Zafar Enayet Rasul Director & Managing Director 1,008,000

02 Syed Amirul Islam Chief Executive Officer 902,000

03 Kazi Mahmudul Hasan Chief Financial Officer 546,000

04 Ahsan Habib Ahmed Manager, Production 520,000

05 M. A. Kayum Manager, Quality Control 487,500

(b) Aggregate amount of remuneration paid to all directors and officers as a group during the last accounting year;

Sl. No. Particulars Nature of Payments Salaries for last accounting year June 30, 2016

1 Directors Salary 1,910,000

2 Officers & Others Salary 40,143,247

(c) If any shareholder director received any monthly salary/perquisite/benefit it must be mentioned along with date of approval in AGM/EGM, terms thereof and payments made during the last accounting year;

Name of Directors Monthly Salary Salaries for last accounting year June 30, 2016 Approval

Abu Zafar Enayet Rasul 70,000 1,008,000 AGM 2013

Syed Amirul Islam 65,000 902,000 N/A *Including two festival bonus


(d) The board meeting attendance fees received by the director including the managing director along with date of approval in AGM/EGM; No directors including the managing director of Amulet Pharmaceuticals Ltd. received board meeting attendance fees in the last accounting year. (e) Any contract with any director or officer providing for the payment of future compensation; The Company has not entered into any contract with any of its Directors or Officers for any future compensation packages. (f) If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current year, appropriate information regarding thereto; The Company has no plan for substantially increasing remuneration to its directors and/or officers except for those that are paid as annual increment to their salaries. (g) Any other benefit/facility provided to the above persons during the last accounting year. No directors and officers of Amulet Pharmaceuticals Ltd. received any other benefit/facility in the last accounting year except which is disclosed above.

CHAPTER (XI): OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES

The company did not grant any options to any director, officer all other officers as a group. Further to the above, no options are held by any person other than the directors.

CHAPTER (XII): TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THEMEMORANDUM (a) The names of the directors and subscribers to the memorandum, the nature and amount of anything of value received or to be received by the issuer from the above persons, or by the said persons, directly or indirectly, from the issuer during the last five years along with the description of assets, services or other consideration received or to be received; The Directors and subscribers to the memorandum have not received any benefits except salary and festible bonus (in note 42.00 of the audited accounts) received by directors, directly or indirectly during the last five years. (b) If any assets were acquired or to be acquired from the aforesaid persons, the amount paid for such assets and the method used to determine the price shall be mentioned in the prospectus, and if the assets were acquired by the said persons within five years prior to transfer those to the issuer, the acquisition cost thereof paid by them. The Company has not received any assets, services of other consideration from its directors and subscribers to the memorandum except fund against allotment of shares.


CHAPTER (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 of the securities represented by such ownership, in tabular form;

Name of Shareholders Addresses BO IDs Position No. of shares

Pre-IPO Percentage

(%)

Abu Saeed Shaukat Ahmed Apt No. A/401, House No. 63, Road No. 8/A, Dhanmondi R/A, Dhaka.

1202160003979953 Chairman &

Director 2,855,000 8.08

Abu Zafar Enayet Rasul Apt No. A/401, House No. 63, Road No. 8/A, Dhanmondi R/A, Dhaka.

1202160000206246 MD &

Director 5,255,000 14.87

Abdul Mannan 7 Housing Estate, Amborkhana, Sylhet 1201470000027398 Director 3,707,500 10.49

Syed Amirul Islam 8/19 (C-1), Block-C, Lalmatia, Mohammadpur, Dhaka-1207 1202150040756715 Director 1,060,000 3.00

M. A. Bari 7 Housing Estate, Amborkhana, Sylhet 1203410037427727 Director 1,160,000 3.28

Muhammed Ahmed Ali 7 Housing Estate, Amborkhana, Sylhet 1203410042752448 Director 1,150,000 3.25

Abdulla-Al-Mahmud 281/3, Jafrabad (Sankor), Dhaka-1207 1202850016630932 Shareholder 1,000,000 2.83

Janata Capital and Investment Ltd.

48, Motijheel C/A, Dhaka-1000 ( 3rd Floor) 1201530034513871 Shareholder 500,000 1.41

BMSL Investment Ltd. SBC Tower (7th Floor), 37/A, Dilkusha C/A, Dhaka-1000 1604940020020801 Shareholder 900,000 2.55

Aminur Rashed Flat No. 6-B, 14 - B & C, Lake Circus, Kalabagan, Dhaka 1202160000098631 Shareholder 750,000 2.12

Nahid Khan Rasul Apt No. A/401, House No. 63, Road No. 8/A, Dhanmondi R/A, Dhaka.

1201910061482232 Shareholder 1,062,500 3.01

Syeda Shanaz Ahmed Apt No. A/401, House No. 63, Road No. 8/A, Dhanmondi R/A, Dhaka.

1202160004882991 Shareholder 1,400,000 3.96

Jobayda Mannan 7 Housing Estate, Amborkhana, Sylhet 1201470000027399 Shareholder 1,400,000 3.96

Raisa Mehvin Rasul Apt No. A/401, House No. 63, Road No. 8/A, Dhanmondi R/A, Dhaka.

1201910061482240 Shareholder 1,000,000 2.83

Sharmin Sultana Lima 281/3, Jafrabad (Sankor), Dhaka-1207 1202850040616720 Shareholder 1,200,000 3.39

Munsur Ahamed Bagan Bilash, Flat-C-3, House No.277Road-1, Baitul Aman Housing Society, Shyamoli, Dhaka.

1203680049698708 Shareholder 420,000 1.19

Abid Hossain D-1/B, Railway Officers Quarter, Shahjahanpur, Dhaka-1217. 1202850044309370 Shareholder 200,000 0.57

M. Munir Ahmed 22, Enayet Bazar, Chittagong, Bangladesh. 1201590000001246 Shareholder 400,000 1.13

Ishtiaq Ahmed Civil Acacia, Flat # A1, 34 New Eskaton, Dhaka-1000. 1202490000226422 Shareholder 100,000 0.28

Md. Uzzal Hossain Vill- Durgapur, PO- Lakshmanpur, PS-Sarsha, Dist- Jessore. 1201590058141403 Shareholder 100,000 0.28

Md. Masudur Rahman Harun Shaheber building, 1st Floor, 177 / Mohammadpur, Punchlaish, Chittagong-4000.

1203680057496005 Shareholder 80,000 0.23

Zahed Hossan The Car Emporium, 123 CDA Avenue, Muradpur, Chittagong. 1203680057681187 Shareholder 80,000 0.23

Md. Sajedul Islam DSE Annex Building, Room # 319 (2nd Floor), 9/E, Motijheel, Dhaka-1000

1202400000002837 Shareholder 100,000 0.28

S & S Enterprise 310, Metro Plaza, SK Mujib Road, Dewanhat, Chittagong 1204280045762705 Shareholder 50,000 0.14

Apurba Kumar Das 47, Farashgong Road, Sutrapur, Dhaka-1100 1202020000103671 Shareholder 100,000 0.28

Sabbir Ahmed 13/7, Sir Syed Road, Dhaka-1207 1202400000176096 Shareholder 50,000 0.14

Md. Anisur Rahman Ena Kingdom, Olympia-C/5, 32, Lake Circus, Kalabagan, Dhaka. 1202800003962531 Shareholder 100,000 0.28

Mohammad Shafiqul Kabir 554/C, Nayatola ( 2nd Floor), Chairmangoli, Moghbazar, Dhaka-1217

1202930003977480 Shareholder 125,000 0.35

Zahidul Islam 144, New Baily Road,Flat No-B-10, Ramna, Dhaka-1217 1203680057907200 Shareholder 250,000 0.71

Gulam Imani House No.- 6/1, Road No.-1, Block – F, Shahjalal Upashahar, Sylhet Sadar, Sylhet-3100

1203410045124560 Shareholder 200,000 0.57

Badrul Haider Chowdhury 8/D, Globe Nebash, 15/1, Lake Circus school road, Kolabagan, Dhaka-1205.

1201520045089417 Shareholder 100,000 0.28

Md. Nazrul Islam Flat No. 1/502, 106, Central Road, New Market, Dhaka-1205 1201520040543733 Shareholder 100,000 0.28

Zillur Rahman 3/A Housing Estate, Bimanbondor, Sylhet. 1203410043358731 Shareholder 750,000 2.12

Md. Jahangir Apt. 1/203, Eastern Orchid, Circuit House Road, Kakrail, Dhaka 1202050041627328 Shareholder 100,000 0.28

Shah Jalal Uddin House No. 9, Flat-A3, Road No-13, Sector -6, Uttara R/A, Dhaka.

1203410045124561 Shareholder 300,000 0.85

Jalil Miah 176A, Soyef Khan Road, West SubidBazar, Sylhet. 1203410045124562 Shareholder 200,000 0.57

Abdus Subhan 7 Housing Estate, Amborkhana, Sylhet. 1203410045124563 Shareholder 250,000 0.71

Afsary Khanom Apt. No. 4A, House No. 23, Road No.20, Block-K, Banani, Dhaka

1201910061482259 Shareholder 760,000 2.15

Salah Uddin Ahmed 31 Hatkhola Road, Flat No. 9D ( Momen Plaza), Dhaka-1203 1203460000044977 Shareholder 170,000 0.48

Badrul Alam 3/A Housing Estate, Bimanbondor, Sylhet. 1203410045124564 Shareholder 200,000 0.57

Shifa Wahida Rahman 3/A Housing Estate, Bimanbondor, Sylhet. 1203410045124565 Shareholder 225,000 0.64

Shelina Rahman 3/A Housing Estate, Bimanbondor, Sylhet. 1203410045124566 Shareholder 225,000 0.64

Sumon Ahmed 7 Housing Estate, Amborkhana, Sylhet. 1203410045124567 Shareholder 200,000 0.57

Samad Ali 7 Housing Estate, Amborkhana, Sylhet. 1203410045124568 Shareholder 450,000 1.27

Md. Almojahid Mullick House No. 36, Road No. 1, Block-1, Banasree, Dhaka. 1204490046559474 Shareholder 540,000 1.53

Mahbuba Khatun House No. 7, Housing Estate, Lane – 2 (2nd floor), Amborkhana, Sylhet.

1203410045124572 Shareholder 500,000 1.41

Syed Sakib Naimuddin 27 Panchlaish R/A, Chittagong 1202090043529568 Shareholder 200,000 0.57

Mrs. Sultana Jesmin Chino Baraka Power Ltd. 6/A/1 ( 1st& 2nd floor), Shegunbagicha, Dhaka

1602170000262118 Shareholder 200,000 0.57

Mohammed Mominul Islam 122/1, Crecent Road (2nd Floor), Dhanmondi, Dhaka-1205 1202020002727924 Shareholder 70,000 0.20

Abdul Rahman 7 Housing Estate, Amborkhana, Sylhet. 1203410041932341 Shareholder 500,000 1.41

Nizam Uddin Sikdar House No. 7, Housing Estate, Lane – 2 (2nd floor), Amborkhana, Sylhet.

1203410043241423 Shareholder 500,000 1.41

Md. Jilu Miah 7 Housing Estate, Amborkhana, Sylhet. 1203410042072249 Shareholder 200,000 0.57


Mumina Khatun 7 Housing Estate, Amborkhana, Sylhet. 1203410045110973 Shareholder 200,000 0.57

Jabbir Ahmed House No. 6, Road No. 1, Block-1, Shahjalal Upashahar, Sylhet 1203110049174533 Shareholder 250,000 0.71

Muhibun Bari Chowdhury 7 Housing Estate, Amborkhana, Sylhet. 1203410043687855 Shareholder 670,000 1.90

Kabir Miah 7 Housing Estate, Amborkhana, Sylhet 1203980012781849 Shareholder 100,000 0.28

Md. Tipu Sultan 122/123, New Easkaton road, Eskaton Fantacy, E-4, Dhaka. 1203980012781849 Shareholder 200,000 0.57

Md. Abdur Rab 62, Shantibagh, Dhaka-1217 1203770032891967 Shareholder 10,000 0.03

Saiful Islam Helaly 122/A, Azimpur, Chaina Building Goli, Dhaka 1205200052909623 Shareholder 175,000 0.50

Ali Akbar 761/C, North Kafrul, Dhaka Cantonment, Dhaka-1206 1601880012723365 Shareholder 50,000 0.14

Kazi Mahmudul Hasan 308, North Shahjahanpur ( 1st Floor), Shahjahanpur, Dhaka-1217

1203270033215247 Shareholder 200,000 0.57

Total 35,350,000 100.00

(b) There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number, numbers of shares held including percentage, position held in other companies of all the directors before the public issue;

Name of Directors Address Age

(Years) Experience E-TIN No.

No. of Shares Held

Pre-Issue [%]

Name of other Company Position

held


Apt. No. A/401, House No. 63, Road No. 8/A, Dhanmondi R/A, Dhaka.

60 32 166768321166 2,855,000 8.08

Action for Business Ltd.

Chairman Manningham Housing Association Ltd.

Suman Fashions Garments Ltd. Director

Bichitra Garments Ltd.


Apt. No. A/401, House No. 63, Road No. 8/A, Dhanmondi

R/A, Dhaka.

54 28 777596901240 5,255,000 14.87

Suman Fashions Garments Ltd.

Director


Abdul Mannan 7 Housing Estate,

Amborkhana, Sylhet. 40 18 414877819850 3,707,500 10.49


Director Bichitra Garments Ltd.

Baraka Apparels Limited

Fusion Holdings (Pvt.) Ltd.

Syed Amirul Islam 8/19, Block-C, Flat No. C-1, Lalmatia,

Dhaka-1207. 54 28 635337482532 1,060,000 3.00 N/A N/A

M. A. Bari 7 Housing Estate,

Amborkhana, Sylhet. 83 51 619068451149 1,160,000 3.28


Managing Director

Barakatullah Electro Dynamics Limited

Vice Chairman


Director

Sylhet Women’s Medical College & Hospital

Jonaki International (Pvt.) Limited

Royal Homes Ltd.

Royal Educare Ltd.

Muhammed Ahmed Ali* 7 Housing Estate,

Amborkhana, Sylhet. 76 40 N/A 1,150,000 3.25 N/A N/A

Md. A U M Mamun Chowdhury

Vill: Noagram, P.S: Chowddagram,

Comilla. 49 24 723377852860 N/A N/A N/A N/A

Md. Munshi Moniruzzaman

Vill+Post: Kamtana, P.S: Lohagara, Narail.

46 22 570789269501 N/A N/A Shurwid Industries Ltd. Independent

Director * Muhammed Ahmed Ali is non-resident Bangladeshi, he is a British citizen. He has no any Tax Identification Number (TIN) under NBR in Bangladesh.

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

Auditors’ Certificate regarding Average Cost of Acquisition of Equity Shares by the Directors This is to certify that the equity shares of Amulet Pharmaceuticals Ltd. have been transferred and/or allotted at face value of Tk. 10.00 each in cash and the average cost of acquisition by the Directors is Tk. 10.00 per share. Name wise shareholding position, allotment date and consideration are given below:

Sl. No.

Name Position

Transfer/Allotment Total Share

holding Total

amount Average cost of

acquisition Consideration

Date No. of Shares

01 Abu Saeed Shaukat Ahmed Chairman 12-10-2007 28-06-2014 27-05-2015

25,000 1,475,000 1,355,000

2,855,000

28,550,000

10.00

Cash

02 Abu Zafa Enayet Rasul Managing Director

12-10-2007 28-06-2014 27-05-2015

27,500 1,722,500 3,505,000

5,255,000

5,2550,000

10.00

Cash

03 Syed Amirul Islam Director 04-11-2007 28-06-2014 27-05-2015

7,500 742,500 310,000

1,060,000

10,600,000

10.00

Cash

04 Abdul Mannan Director 04-11-2007 10-11-2007 28-06-2014

25,000 2,500

1,722,500 3,707,500 37,075,000 10.00 Cash


27-05-2015 1,957,500

05 M. A. Bari Director 10-11-2009 28-06-2014 27-05-2015

5,000 495,000 660,000

1,160,000 11,600,000 10.00 Cash

06 Mohammed Ahmed Ali Director 27-05-2015 1,150,000 1,150,000 11,500,000 10.00 Cash


Sd/-


(d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors/ directors. In this connection, a statement to be included:-

Name of Directors 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


Chairman

12-10-2007

Cash Ordinary Shares

25,000

10/- 10/- 2,855,000 8.08 5.67 Own 28-06-2014 1,475,000

27-05-2015 1,355,000


Director & MD

12-10-2007


27,500

10/- 10/- 5,255,000 14.87 10.44 Own 28-06-2014 1,722,500

27-05-2015 3,505,000

Abdul Mannan Director

04-11-2007


25,000

10/- 10/- 3,707,500 10.49 7.36 Own 10-11-2007 2,500

28-06-2014 1,722,500

27-05-2015 1,957,500

Syed Amirul Islam Director

04-11-2007


7,500

10/- 10/- 1,060,000 3.00 2.11 Own 28-06-2014 742,500

27-05-2015 310,000

M. A. Bari Director

10-11-2009


5,000

10/- 10/- 1,160,000 3.28 2.30 Own 28-06-2014 495,000

27-05-2015 660,000

Muhammed Ahmed Ali

Director 27-05-2015 Cash Ordinary Shares

1,150,000 10/- 10/- 1,150,000 3.25 2.28 Own

Total Cash Ordinary

Shares 15,187,500 10/- 10/- 15,187,500 42.96 30.16

* The Company, however has subdivided the face value of its ordinary share from Taka 100/- to Taka 10/- is by passing a special resolution in its Extra Ordinary General Meeting held on 24 April, 2014 and necessary amendment in capital clause of the Memorandum of Association and Articles of Association were made accordingly.

(e) Detail of shares issued by the company at a price lower than the issue price; The Company has not issued any share at a price lower than the issue price. (f) History of significant (5% or more) changes in ownership of securities from inception. There is no history of significant (5% or more) changes in ownership of securities from inception. Beneficial owners holding shares 5% or more as mentioned below:

Name of Directors Position No. of Shares Held Percentage (%)

Abu Saeed Shaukat Ahmed Chairman 2,855,000 8.08

Abu Zafar Enayet Rasul Director & Managing Director 5,255,000 14.87

Abdul Mannan Director 3,707,500 10.49

Total 11,817,500 33.44


CHAPTER (XIV): CORPORATE GOVERNANCE (a) Management disclosure regarding compliance with the requirements of Corporate Governance Guidelines of Bangladesh Securities and Exchange Commission The Company declares that it is in compliance with the requirements of the applicable regulations of Corporate Governance Guidelines of BSEC in respect of corporate governance including constitution of the Board and committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under applicable law. Sd/- Abu Zafar Enayet Rasul Director & Managing Director Date: October 18, 2016 (b) A compliance report of Corporate Governance requirements certified by competent authority;

CERTIFICATE ON COMPLIANCE ON CORPORATE GOVERNANCE OF AMULET PHARMACEUTICALS LTD.

We have examined the compliance of conditions of Corporate Governance Guidelines by Amulet Pharmaceuticals Ltd., for the period from 01 July, 2015 to 15 October, 2016 as set by Bangladesh Securities and Exchange Commission (BSEC) by Notification no. SEC/CMRRCD/2006-158/134/Admin/44 dated August 07, 2012 and subsequently amended through their notification no. SEC/CMRRCD/2006-158/147/Admin/48 dated July 21, 2013 issued under section 2CC of The Securities and Exchange Ordinance, 1969. The compliance of conditions of Corporate Governance Guidelines is the responsibility of the management of the Company. Our examination was limited to the procedures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of Corporate Governance Guidelines. It is neither an audit nor an expression of opinion on the financial statements of the Company. In our opinion and to the best of our information and according to the explanations provided to us, we certify that the Company has complied with the conditions of Corporate Governance as stipulated above mentioned guidelines issued by BSEC.

Sd/- Suraiya Parveen & Associates

Chartered Secretaries

Date: 26 October, 2016

STATUSOFCOMPLIANCEREPORT ON CORPORATE GOVERNANCE For the period from 01 July, 2015 to 20 October, 2016

Status of compliance with the conditions of Corporate Governance Guidelines as set by Bangladesh Securities and Exchange Commission (BSEC) by the Notification no. SEC/CMRRCD/2006-158/134/Admin/44 dated August 07, 2012 and subsequently amended through their notification no. SEC/CMRRCD/2006-158/147/Admin/48 dated July 21, 2013 issued under section 2CC of The Securities and Exchange Ordinance, 1969.

(Report under Condition No.7.00)

Condition No.

Title

Compliance Status (Put √ in the appropriate column) Remarks

(if any) Complied Not Complied

1 BOARD OF DIRECTORS:

1.1 Board’s Size: The number of the Board members of the company shall not be less than 5 (five) and more than 20 (twenty).

√ The APL Board is comprised of 08 (eight) Directors.


1.2 Independent Directors:

1.2 (i) At least one fifth (1/5) of the total number of directors in the company’s board shall be independent directors.

√

There are two Independent Directors in the APL Board, namely Mr. A U M Mamun Chowdhury and Mr. Md. Munshi Moniruzzaman.

1.2 (ii) a) The independent director does not hold any share in the company or holds less than one percent (1%) shares of the total paid-up shares of the company;

√ The Independent Directors have declared their compliances.

1.2 (ii) b)

The independent director is not a sponsor of the company and is not connected with the company’s any sponsor or director or shareholder who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship. His/her family members also should not hold above mentioned shares in the company: Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and daughter-in-law shall be considered as family members.

√ Do

1.2 (ii) c) The independent director does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies.

√ Do

1.2 (ii) d) The independent director is not a member, director or officer of any stock exchange.

√ Do

1.2 (ii) e) The independent director is not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market.

√ Do

1.2 (ii) f)

The independent director is not a partner or an executive or was not a Partner or an executive during the preceding 3 (three) years of the concerned company’s statutory audit firm.

√ Do

1.2 (ii) g) The independent director shall not be an independent director in more than 3(three) listed companies.

√ Do

1.2 (ii) h)

The independent director has not been 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).

√ Do

1.2 (ii) i) The independent director has not been convicted for a criminal offence involving moral turpitude.

√ Do

1.2 (iii) The independent director(s) shall be appointed by the board of directors and approved by the shareholders in the Annual General Meeting (AGM).

√ The appointments are duly approved at AGM.

1.2 (iv) The post of independent director(s) can not remain vacant for more than 90 (ninety) days.

√ No vacancy occurred.

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.

√ In Practice.

1.2 (vi) The 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.

√ The Independent Directors (IDs) are in their regular term of office.

1.3 Qualification of Independent Director (ID):

1.3 (i)

Independent director shall be a knowledgeable individual with integrity who is able to ensure compliance with financials, regulatory and corporate laws and can make meaningful contribution to business.

√ The qualification and background of IDs justify their ability as such.

1.3 (ii)

The person should be a Business Leader/ Corporate Leader/ Bureaucrat/ University Teacher with Economics or Business Studies or Law background/ Professionals like Chartered Accountants, Cost & Management Accountants and Chartered Secretaries. The independent director must have a least 12 (twelve) years of corporate management / professional experiences.

√

Existing Independent Directors are Corporate Leader/Lawyer with more than 12 (twelve) years of experience.


1.3 (iii) In special cases the above qualifications may be relaxed subject to prior approval of the Commission.

N/A

1.4

Chairman of the Board and Chief Executive Officer: The positions of the Chairman of the Board and the Chief Executive Officer of the companies shall be filled by different individuals. The Chairman of the company shall be elected from among the directors of the company. The Board of Directors shall clearly define respective roles and responsibilities of the Chairman and the Chief Executive Officer.

√

Chairman of the Board and CEO are different individuals. The roles and responsibilities of the Chairman of the Board and the CEO are approved in the Board Meeting.

1.5 The Director’s Report to Shareholders:

1.5 (i) Industry outlook and possible future developments in the industry

√ The Directors report complies with the guideline.

1.5 (ii) Segment-wise or product-wise performance √ Do

1.5 (iii) Risks and concerns √ Do

1.5 (iv) A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin.

√ Do

1.5 (v) Discussion on continuity of any Extra-Ordinary gain or loss.

√ DO

1.5 (vi) Basis for related party transactions a statement of all related party transactions should be disclosed in the Annual Report.

√ Do

1.5 (vii) Utilization of proceeds from public issues, rights issues and/or through any others instruments.

√ Do

1.5 (viii)

An explanation if the financial results deteriorate after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO). Rights Offer, Direct Listing etc.

√ Do

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.

√ Do

1.5 (x) Remuneration to directors including independent directors.

√ Do

1.5 (xi)

The financial statements prepared by the management of the issuer company present fairly its state of affairs, the result of its operations, cash flows and changes inequity.

√ Do

1.5 (xii) Proper books of accounts of the issuer company have been maintained.

√ DO

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.

√ Do

1.5 (xiv)

International Accounting Standards (IAS)/ Bangladesh Accounting Standards (BAS)/ International Financial Reporting Standard (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.

√ Do

1.5 (xv) The system of internal control is sound in design and has been effectively implemented and monitored.

√ Do

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.

√ DO

1.5 (xvii) Significant deviations from the last year’s operating results of the issuer company shall be highlighted and the reasons there of should be explained.

√ DO

1.5 (xviii) Key operating and financial data of at least preceding 5 (five) years shall be summarized.

√ Do

1.5 (xix) If the issuer company has not declared dividend (cash or stock) for the year, the reasons thereof shall be

√ Do


given.

1.5 (xx) The number of Board meetings held during the year and attendance by each director shall be disclosed.

√ Do

1.5 (xxi) The pattern of shareholding shall be reported to disclosed the aggregate number of shares (along with name wise details where stated below):

√ Do

1.5 (xxi) a) Parent/ Subsidiary/ Associated Companies and other related parties (name wise details).

√ Do

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).

√ Do

1.5 (xxi) c) Executives. √ Do

1.5 (xxi) d) Shareholders holding ten percent (10%) or more voting interest in the company (name wise details).

√ DO

1.5 (xxii) In case of appointment/ re-appointment of a Director the company shall disclose the following information to the shareholders

√ Do

1.5 (xxii) a) a brief resume of the director; √ Do

1.5 (xxii) b) Nature of his/ her expertise in specific functional areas; √ Do

1.5 (xxii) c) Names of companies in which the person also holds the directorship and the membership of committees of the board.

√ DO

2 CHIEF FINANCIAL OFFICER (CFO), HEAD OF INTERNAL AUDIT AND COMPANY SECRETARY (CS):

2.1 Appointment of CFO, Head of Internal Audit and Company Secretary.

√

The company has appointed CFO, CS and Head of Internal Audit. There are clear defined roles s, responsibilities and duties which have been approved by Board as per requirement of BSEC notification.

2.2 Requirement to CFO and Company Secretary to attend the Board Meetings

√ In practice

3 AUDIT COMMITTEE:

3 (i) The company shall have an Audit Committee as a sub-committee of the Board of Directors.

√ Already in place

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.

√ In practice

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.

√ In practice

3.1 Constitution of the Audit Committee:

3.1 (i) The Audit Committee shall be composed of at least 3(three) members.

The Audit Committee is comprised of 3 (three) members.

3.1 (ii)

The Board of Directors shall appoint members of the Audit Committee who shall be directors of the company and shall include at least 1 (one) independent director.

√

The members of Audit Committee are appointed by the Board who are Directors which includes 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.

√

Based on the academic qualifications and professional experiences the Board reviewed and considered that all the existing members of Audit Committee are ‘financially literate” and they have “related financial management experience” as per BSEC notification.

3.1 (iv) When the term of service of the Committee members expires or there is any circumstance causing any

√ The Board appointed AC members in due time and no


Committee member to be unable to hold office until expiration of the term of service, thus making the number of the Committee members to be lower than the prescribed number of 3 (three) persons, the Board of Directors shall appoint the new Committee member(s)to fill up the vacancy( i.e.) immediately or not later than 1 (one) month from the date of vacancy (i.e.) in the Committee to ensure continuity of the performance of work of the Audit Committee.

vacancy occurred.

3.1 (v) The company secretary shall act as the secretary of the Committee.

√ In practice

3.1 (vi) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

√ In practice

3.2 Chairman of the Audit Committee:

3.2 (i) The Board of Directors shall select 1 (one) member of the Audit Committee to be Chairman of the Audit Committee, who shall be an independent director.

√

A U M Mamun Chowdhury has been appointed as Independent Director and Chairman of the Audit Committee.

3.2 (ii) Chairman of the Audit Committee shall remain present in the Annual General Meeting (AGM).

√ In practice

3.3 Role of the Audit Committee:

3.3 (i) Oversee the financial reporting process. √ In practice

3.3 (ii) Monitor choice of accounting policies and principles. √ In practice

3.3 (iii) Monitor Internal Control Risk management process. √ In practice

3.3 (iv) Oversee hiring and performance of external auditors. √ In practice

3.3 (v) Review along with the management, the annual financial statements before submission to the board for approval.

√ In practice

3.3 (vi) Review along with the management, the quarterly and half yearly financial statements before submission to the board for approval.

√ In practice

3.3 (vii) Review the adequacy of internal audit function. √ In practice

3.3 (viii) Review statement of significant related party transactions submitted by the management.

√ In practice

3.3 (ix) Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors.

√ In practice

3.3 (x)

When money is raised through Initial Public Offering (IPO) / Repeat Public Offering (RPO)/ Rights Issue the company shall disclose to the Audit Committee about the uses/ applications of funds by major category (capital expenditure, sales and marketing expenses, working capital, etc.), on a quarterly basis and annual basis.

√ In practice

3.4 Reporting of the Audit Committee

3.4.1 (i) The Audit Committee shall report on its activities to the Board of Directors.

√

Audit Committee informs the Board periodically through its minutes which are placed at Board Meeting.

3.4.1 (ii) The Audit Committee shall immediately report to the Board of Directors on the followings, if any:

3.4.1 (ii) a) Report on conflicts of interests; √ There was no reportable case of conflict of interest.

3.4.1 (ii) b) Suspected or presumed fraud or irregularity or material defect in the internal control system;

√ There was no such case in this period.

3.4.1 (ii) c) Suspected infringement of laws; √ Do

3.4.1 (ii) d) Any other matter; √ Do

3.4.2

Reporting to the Authorities: If the Audit Committee has reported to the Board of Directors about anything which has material impact on the financial condition and results of operation and has discussed with the

None Do


Board of Directors and the management that any rectification is necessary and if the Audit Committee finds that such rectification has been unreasonably ignored, the Audit Committee shall report such finding to the Commission, upon reporting of such matters to the Board of Directors for three times or completion of the period of 6 (six) months from the date of first reporting to the Board of Directors, whichever is earlier.

3.5

Reporting to the Shareholders and General Investors: report on activities carried out by the Audit Committee, including any report made to the Board of Directors under condition 3.4.1(ii) above during the year, shall be signed by the Chairman of the Audit Committee and disclosed in the annual report of the issuer company

√ In practice

4 EXTERNAL/STATUTORY AUDITORS:

4 (i) Appraisal or valuation services or fairness opinions. √ In practice

4 (ii) Financial information systems design and implementation.

√ In practice

4 (iii) Book-keeping or other services related to the accounting records.

√ In practice

4 (iv) Broker-dealer services. √ In practice

4 (v) Actuarial services. √ In practice

4 (vi) Internal audit services. √ In practice

4 (vii) Any other service that the Audit Committee determines. √ In practice

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.

√ In practice

4 (ix) Audit/ Certification services on compliance of corporate governance as required under clause (i) of condition no. 7.

√ In practice

5 SUBSIDIARYCOMPANY:

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 The company does not have any subsidiary company.

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.


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.


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.


5 (v) The Audit Committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company.


6 DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO):

6 (i) a) Certify that no materially untrue statement that might be misleading;

√

CEO and CFO certified to the Board during finalization of Financial statement. Which is stated in the "Directors declaration as to Financial statements in the Directors' Report".

6 (i) b)

Certify that 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.

√ In practice

6 (ii) Certify that n o transactions entered in to by the √ In practice


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)

The company shall obtain a certificate from a practicing Professional Accountant/ Secretary (Chartered Accountant/ Cost and Management Accountant/ Chartered Secretary) regarding compliance of conditions of Corporate Governance Guidelines of the Commission and shall send the same to the shareholders along with the Annual Report on a yearly basis.

√ Required certification has been obtained from Suraiya Parveen & Associates, Chartered Secretaries.

7 (ii)

The directors of the company shall state, in accordance with the Annexure attached, in the directors’ report whether the company has complied with these conditions.

√ In practice.

(c) Details relating to the issuer's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committees operate. In accordance with the currently accepted Best Practice and Corporate Governance Guidelines adopted by Bangladesh Securities and Exchange Commission (BSEC), the Board appointed Audit Committee and remuneration committee comprises of the following:

Audit Committee Members Name Remuneration Committee Members Name 1. Md. A U M Mamun Chowdhury, Independent Director 1. Abu Zafar Enayet Rasul, Managing Director

2. Abu Zafar Enayet Rasul, Managing Director 2. Syed Amirul Islam, Director & Chief Executive Officer

3. Abdul Mannan, Director 3. Moqbular Rahman, Manager HRM

4. Kazi Mahmudul Hasan, Chief Financial Officer

The terms of reference of the audit committee has been agreed upon as follows: The main objective of the Audit Committee is to assist the Board of Directors to effectively carry on its responsibilities relating to financial and other relevant affairs of the Company. The Committee is empowered to monitor, review and examine the followings:

Oversee the financial reporting process; Monitor implementation/following the accounting policies and principles; Monitor Internal Control Risk Management Process; Oversee hiring and performance of external auditors; Review along with the management, the Annual Financial Statements before submission to the Board for

approval; Review along with the management, the Quarterly and Half Yearly Financial Statements (if any) before submission

to the Board for approval; Review the adequacy of Internal Audit team performance in terms of internal audit report; Review statement of significant related party transactions submitted by the management; Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors; When money is raised through Initial Public Offering (IPO)/Repeat Public Offering (RPO)/Rights Issue, the

company shall disclose to the Audit Committee about the uses/applications of funds by major category (capital expenditure, sales and marketing expenses, working capital, etc.), on a quarterly basis, as a part of their quarterly declaration of financial results. Further, on an annual basis, the company shall prepare a statement of funds utilized for the purposes other than those stated in the offer document/prospectus.

The terms of reference of the Remuneration committee has been agreed upon as follows: The Remuneration Committee has been established to assist the Board in developing and administering a fair and transparent procedure for setting policy on the remuneration of directors and senior management of the Company and for determining their remuneration packages and to review and oversee the Company's overall human resources strategy. The Committee is empowered to perform, monitor, review and examine the followings:

Determine the remuneration of the Company's Managing Director, Chief Executive Officer, the Chairman, the Manager, HRM, the Chief Financial Officer and the Company Secretary;

Review the ongoing appropriateness and relevance of the remuneration policy; Approve the design of, and determine targets for any performance related schemes and annual payments made

under such schemes; Review the design of all new long-term schemes and significant changes to such schemes for approval, in each

case, by the Board and shareholders.


Determine the total individual remuneration package of each Executive Director, the Company Secretary and the Chairman including bonuses, incentive payments and any compensation payments;

Monitor the level and structure of remuneration for senior management; Oversee any major changes in employee benefits structures throughout the Company; Review the policy for authorizing claims for expenses from the Managing Director, Chief Executive Officer and the

Chairman; Ensure that all provisions regarding disclosure of remuneration; Review of the Remuneration Committee's performance; review of and proposed amendment to the terms of reference; approval of the Directors' remuneration report Be responsible for establishing the selection criteria, selecting, appointing and setting the terms of reference for

any remuneration consultants who advise the Remuneration Committee; and Obtain reliable, up-to-date information about remuneration in other companies, with a view to judging where to

position the Company relative to other companies. The Remuneration Committee shall have full authority to commission any reports or surveys which it deems necessary to help it fulfill its obligations.


CHAPTER (XV): VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGERS

(a) The valuation report of securities offered is prepared and justified by the issue manger on the basis of the financial and all other information pertinent to the issue We, The Issue Managers prepared the valuation report of securities based on financial report and all other information related to the Amulet Pharmaceuticals Ltd. (b) To prepare the valuation report, the issue manager may consider all qualitative and quantitative factors which shall be explained in details with rationale to consider such factors, the valuation methods used, sources of information and authenticity of such information; Qualitative and Quantitative factors for valuation: Qualitative Justification: 1. Quality Products: We have to maintain producing quality medicine that increase our sales volume over the years. 2. Modern Machineries: We have been using modern machineries that increase our productivity. 3. Market Share: Our market share has been increasing rapidly. 4. Management: Management is highly experience and they are leading persons in their arena. Quantitative Justification: Primary Valuation method for the Company is considered on the basis of Net Assets Value based valuation and Earnings based valuation per share. (c) While preparing the valuation report, the issue manager shall avoid exaggeration and biasness and shall exercise independence and due diligence; We, the Issue Managers while preparing the valuation report, we avoid exaggeration, biasness and independence and due diligence. (d) The issue manager(s) shall, among others, consider the following methods for valuation of the securities: (i) Net asset value at historical or current costs; Share price on Net Asset Value (NAV)/Equity based value per share

Sl. No. Particulars Amount in BDT

a) Share Capital 353,500,000

b) Retained Earnings 207,921,894

Total Shareholders' Equity 561,421,894

Number of Shares 35,350,000

Net Asset Value per share as per Audited Report as on June 30, 2016 15.88

(ii) earning-based-value calculated on the basis of weighted average of net profit after tax for immediate preceding five years or such shorter period during which the issuer was in commercial operation; Historical Earnings based value per share

Average Price Earnings of Market & Sectoral

Month Sectoral (Pharmaceuticals) Market

July-2016 26.89 14.70

August-2016 26.39 14.66

September-2016 26.54 15.12

Average 26.61 14.83 Source: DSE Monthly Review


Accounting Year No. of Shares Net Profit

after Tax (BDT) Weight average

No. of Shares Weighted Net Profit

after Tax (BDT)

30 June 2016 35,350,000 62,251,041 0.4370 27,203,705

30 June 2015 35,350,000 54,827,794 0.4370 23,959,746

30 June 2014 10,000,000 33,176,306 0.1236 4,100,591

30 June 2013 100,000 16,018,461 0.0012 19,222

30 June 2012 100,000 10,714,309 0.0012 12,857

Total 80,900,000 176,987,911 1.00 55,296,121

No. of shares outstanding as on June 30, 2016 35,350,000

Weighted Average Earnings Per Share (EPS) 1.56

Lowest P/E Between Average Market and Pharmaceuticals P/E 14.83

Historical Earnings Based Value Per Share (14.83 X 1.56) 23.13

(iii) Projected earnings for the next three accounting year with rationales of the projection, if not in commercial operation; Amulet Pharmaceuticals Ltd started its commercial production on August 11, 1985. So for this company Projected earnings for the next three accounting year with rationales of the projection is not required. (iv) Average market price per share of similar stocks for the last one year immediately prior to the offer for common stocks with reference and explanation of the similarities or in case of repeat public offering, market price per share of common stock of the issuer for the aforesaid period. VALUATION WITH REFERENCE TO AVERAGE MARKET PRICE PER SHARE OF SIMILAR STOCKS For similar stocks we have considered the comparable companies listed with Dhaka Stock Exchanges in Pharmaceuticals Sector.

Date Square Beximco IBN SINA Beacon Central

July 30, 2015 272.70 33.80 103.80 15.80 27.80

August 31, 2015 252.90 30.20 134.60 15.20 28.30

September 30, 2015 249.40 30.30 172.00 15.80 27.70

October 29, 2015 243.00 26.50 164.00 14.90 23.20

November 30, 2015 254.10 27.60 127.70 14.10 21.00

December 31, 2015 253.70 29.00 149.60 15.00 21.00

January 31, 2016 258.90 28.90 143.80 16.40 20.20

February 29, 2016 263.50 28.80 142.10 18.10 19.70

March 31, 2016 250.70 28.30 170.20 17.60 19.50

April 28, 2016 253.40 25.20 202.60 16.30 14.20

May 31, 2016 260.30 24.10 189.20 15.80 16.50

June 30, 2016 265.70 24.00 232.50 17.30 17.10

Average Price per share (BDT) 256.52 28.06 161.00 16.02 21.35

Average Price of this 05 (five) similar stocks 96.59 Source: Dhaka Stock Exchange Limited

Therefore, the issue manager and management of the Company believes that the offering price of Tk. 10.00 per share is justified.

CHAPTER (XVI): DEBT SECURITIES

(a) The terms and conditions of any debt securities that the issuer company may have issued or is planning to issue within next six months, including their date of redemption or conversion, conversion or redemption features and sinking fund requirements, rate of interest payable, Yield to Maturity, encumbrance of any assets of the issuer against such securities and any other rights the holders of such securities may have; The Company has not issued or is planning to issue any debt security within six months. (b) All other material provisions giving or limiting the rights of holders of each class of debt securities outstanding or being offered, for example subordination provisions, limitations on the declaration of dividends, restrictions on the issuance of additional debt or maintenance of asset ratios; The Company has not issue any debt security.


(c) Name of the trustee(s) designated by the indenture for each class of debt securities outstanding or being offered and describe the circumstances under which the trustee must act on behalf of the debt holders; The Company has not issue any debt security. So there is no trustee for this issue. (d) Repayment/ redemption/ conversion status of such securities. The Company has not issue any debt security. So there is no repayment/redemption/conversion status of such securities.

CHAPTER (XVII): PARTIES INVOLVED AND THEIR RESPONSIBILITIES

(a) Issue manager(s);

Sl. No. Name of the Issue Manager Responsibilities of the Issue Manager

1 Banco Finance and Investment 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. 2 ICB Capital Management Limited

(b) Underwriters;

Sl. No. Name of the Underwriters Responsibilities of the Underwriters

1 AIBL Capital Management 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.

2 Southeast Bank Capital Services Ltd.

3 Janata Capital and Investment Limited

(c) Auditors;

Sl. No. Name of the Auditor Responsibilities of the Auditor

1 ZOHA ZAMAN KABIR RASHID & Co. Chartered Accountants

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).

(d) Cost and Management Accountants; The cost and management accountants is not applicabele for this issue. (e) Valuer; The Valuer is not applicabele for this issue. (f) Credit rating Company. The credit rating is not applicabele for this issue.

CHAPTER (XVIII): MATERIAL CONTRACTS (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, Banco Finance and Investment Limited & ICB Capital Management Limited.

Copies of the above mentioned contracts and documents and the Consent Order from the Bangladesh Securities and Exchange Commission may be inspected on any working day during office hours at the Company’s Registered Office. (b) Material parts of the agreements; Underwriter: 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 having certificate of registration from the Bangladesh Securities and Exchange Commission to carry out the purpose of underwriting on a firm commitment basis: 1. AIBL Capital Management Limited 2. Southeast Bank Capital Services Ltd. 3. Janata Capital and Investment Limited The Initial Public Offering (IPO) is for 15,000,000 ordinary shares of Tk. 10.00 each at par amounting to Tk. 150,000,000 of Amulet Pharmaceuticals Ltd. As per the guidelines of the Bangladesh Securities and Exchange Commission, 35% of the said amount i.e. 5,250,000 ordinary shares of Tk. 10.00 each at par amounting to Tk. 52,500,000 has been underwritten by the underwriters in the following proportion:


Sl. No. Name of the Underwriter No. of Shares underwritten Amount of Underwritten in BDT

1 AIBL Capital Management Limited 2,250,000 22,500,000

2 Southeast Bank Capital Services Ltd. 1,500,000 15,000,000

3 Janata Capital and Investment Limited 1,500,000 15,000,000

Total 5,250,000 52,500,000

(i) The IPO shall stand cancelled if at least 65% in any category of the IPO is not subscribed. (ii) In case of under subscription in any category by up to 35% of the IPO the under-subscribed securities shall be taken up by the underwriters. (iii) Notwithstanding anything contained in the agreement in case of inconsistency between the provision of the agreement and the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Public Issue Rules shall prevail. (iv) 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 2.01 and providing for payment of underwriting commission 0.50% (zero point five zero percent) on the amount underwritten. (v) The Issuer shall within 10 (Ten) days of the closure of subscription call upon the underwriter in writing with a copy of said writing to the Bangladesh Securities and Exchange Commission, to subscribe for the shares not subscribed by the closing date and to pay for in cash in full for such unsubscribed shares within 15 (Fifteen) days of the date of said notice and the said amount shall have to be credited into shares subscription account within the said period. (vi) In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send proof of subscription and payment by the 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. Issue Managers: (i) The scope of the services to be rendered by the Issue Managers to the Issuer under this agreement shall be as detailed hereunder:

a. Regulatory Compliance b. Underwriting Co-operation c. Issue Arrangements d. Public offer and Distribution of Prospectus

(ii) The Issue Manager take such steps as are necessary to ensure completion of allotment and dispatch of letters of allotment and refund warrants to the applicants according to the basis of allotment approved by the Bangladesh Securities and Exchange Commission. The Issuer undertakes to bear all expenses relevant to the share application processing, allotment and dispatch of letters of allotment and refund warrant. The Issuer shall also bear all expenses related to printing and issuance of share certificate and connected govt. stamps and hologram expenses. (iii) Without prejudice to other stipulations relative to the responsibility of the Issue Managers, it is responsible towards the Company for strict compliance of this Agreement and to comply with all terms therein. (iv) The Issue Managers 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. (v) If any differences or disputes arises between the parties during the subsistence of this contract or thereafter, in connection with the validity, interpretation, implementation or alleged breach of any provision of this contract, such disputes shall be referred to a sole arbitrator or in case of disagreement as to the appointment of the two arbitrators, each party nominating an arbitrator and arbitration shall be conducted as per provision of the Arbitration Act 2001 and the award of the arbitration shall be binding upon the parties and the parties shall be precluded from challenging or objecting to the award.


(vi) No, forbearance, indulgence or relaxation or inaction by any party at any time to require performance of any of the provisions of this Agreement by the other parties shall in any way affect, diminish or prejudice the right of such party to require performance of that provision and any waiver or acquiescence of any right under or arising out of this Agreement shall not be construed as a waiver or acquiescence to or recognition of rights and/or position other than as expressly stipulated in this Agreement.

(vii) If any provision of this Agreement or the application thereof to any person or circumstances becomes or is declared invalid or unenforceable to any extent, the remainder of this agreement and the application of the such provision to person or circumstances other than those as to which it is held invalid or unenforceable, shall not affect thereby, and each provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law.

(c) Fees payable to different parties.

(i) Commission for Underwriters: The Company shall pay to the underwriters an underwriting commission at the rate of 0.50% of 35% of the total IPO amount (i.e. Tk. 52,500,000) of the issue value of shares underwritten by them.

(ii) Fees for the issue management services:

Sl. No. Name of Issue Managers Amount in BDT

1 Banco Finance and Investment Limited 1,500,000

2 ICB Capital Management Limited

CHAPTER (XIX): OUTSTANDING LITIGATIONS, FINE OR PENALTY

a) Outstanding litigations against the issuer or any of its directors and fine or penalty imposed by any authority The Issuer or director or of Amulet Pharmaceuticals Ltd. was not involved in any of the following types of legal proceedings are mentioned below:

i. Litigation involving Civil Laws There is no conviction of the Issuer or director(s) in a civil proceeding

ii. Litigation involving Criminal Laws There is no conviction of the Issuer or director(s) in a criminal proceeding

iii. Litigation involving Securities, Finance and Economic Laws

There is no order, judgment or decree of any court of competent jurisdiction against the Issuer or director(s) permanently or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director(s) or officer in any type of securities, Finance and Economic laws

iv. Litigation involving Labor Laws There is no conviction of the Issuer or director(s) in connection to applicable Labor Laws

v.

Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties)

There is no conviction of the Issuer or director(s) in connection to taxation (Income tax, VAT, Customs Duty and any other taxes/duties)

vi. Litigation involving any other Laws There is no litigation involving any other Laws

b) Outstanding cases filed by the company or any of its directors There are no outstanding cases filed by the Issuer or any of its directors to any of the following types of legal proceedings mentioned below:

i. Litigation involving Civil Laws There is no conviction of the Issuer or director(s) in a civil proceeding

ii. Litigation involving Criminal Laws There is no conviction of the Issuer or director(s) in a criminal proceeding

iii. Litigation involving Securities, Finance and Economic Laws

There is no Litigation involving Securities, Finance and Economic Laws

iv. Litigation involving Labor Laws There is no Litigation involving Labor Laws

v.

Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties)

There is no Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties).

vi. Litigation involving any other Laws There is no litigation involving any other Laws


CHAPTER (XX): RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS The disclosures of Risk factors shall include, where applicable, the following: (i) Internal risk factors; (ii) External risk factors. (i) Internal risk factors may include, among others: a) Credit Risk; Credit risk is the risk that one party to a financial instrument will cause a financial loss for the other party by failing to discharge on obligation. Credit risk information helps users of financial statements to assess the credit quality of the entity’s financial assets and level & sources of impairment loss. Management Perception Management has a credit policy in place and exposure to credit risk is monitored on an on‐going basis. To mitigate the credit risk the management of the company follows robust credit control and collections policies. The company has dedicated credit collections team. 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’s approach to managing liquidity ( cash and cash equivalents) is to ensure as far as possible, that it will always have sufficient liquidity to meet its liabilities when due under both normal and stressed conditions without incurring unacceptable losses or risking damage to the company’s reputation. Typically, the company ensures that it has sufficient cash and cash equivalent to meet expected operational expenses including financial obligations through preparation of the cash flow forecast with due consideration of time line of payment of the financial obligation and accordingly arrange for sufficient fund to make the expected payment within due date. In extreme stressed conditions, the company may get support from the related company in the form of short‐term financing. Management Perception Effective liquidity risk management requires both a top‐down and a bottom‐up approach. Strategy, principles and objectives are set at board and management levels. Amulet conducts liquidity management in a manner that maintains stability and flexibility in day‐to‐day funding activities. Our liquidity risk management starts by managing daily payment of cheques, daily 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; Right now, The Amulet Pharmaceuticals Ltd has no subsidiaries, joint ventures and associates concern. Management Perception Since Amulet has no subsidiaries, joint ventures and associates concern. So, this risk is not applicable for this Company. 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; Management Perception Since Amulet’s market is diverse from urban to the very remote rural of the country and it has not limited customers from whom it generates significant amount of revenue, it is almost free from this sort of risk. e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely; Management Perception We are not depended on a single or few suppliers of raw materials. Amulet has a good number of vendors for each and every ingredient and services, the company has more than one approved vendors. It uses to conduct vendor audit and its concerned professionals are very conscious regarding the vendor issue. Further, we assume that sourcing of raw material would be comparatively easier in times to come as due to globalization, the world economy opened much more than it was in older days and world is becoming like a global village. Hence the risk is not applicable for us.


f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary; Management Perception The Company does not earn any revenue from its any sister concern or associate or subsidiary. So, for Amulet there is no possibility to faces this sort of risk. g) Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during last five years, if any; Management Perception The company doesn’t have any negative earnings, negative cash flows from operating activities except 2013-2014, declining turnover or profitability, during last five years. Hence there is no threat for going concern. h) Loss making associate/subsidiary/group companies of the issuer; Management Perception: We do not have any investment in subsidiary, associates or group companies. i) Financial weakness and poor performance of the issuer or any of its subsidiary or associates; Management Perception Amulet has no subsidiary or associate concerns. Besides, Amulet is a highly competent, resourceful, and profitable company. The Company’s net profit after Tax and other business performance indicators show increasing trend due to the management dedication and suitable strategic action to face competition in the industry. Successive strong financial performance is the result of unwavering commitment of the promoters, management efficiency, employees’ sincerity, use of appropriate technology, among others. Over the year, company’s financial performance is improving due to its 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. As such, possibility of liquidity and going concern risks are significantly minimum. j) Decline in value of any investment; Management Perception: We do not have any investment. k) Risk associated with useful economic life of plant and machinery, if purchased in second hand or reconditioned; Management Perception Amulet dose not purchase or use any second hand or recondition plant and machinery. Therefore, it is not applicable for Amulet. l) Adverse effect on future cash flow if interest free loan given to related party or such loans taken from directors may recalled; Management Perception Amulet did not provide any loan to its related party. As such, this risk is not applicable. 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; Management Perception No Amulet’s sponsor or director is engaged in same line of business of the issuer Company. No supplier of raw materials or major customer is related to the same sponsors or directors. So, such risk is not relevant to Amulet. n) Related party transactions entered into by the company those may adversely affect competitive edge; Management Perception Amulet did not engage any 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/ credit limit and other banking facilities; Management Perception: There are no restrictive covenants in any shareholders’ agreement, sponsors’ agreement or any agreement relating to debt or preference shares or any restrictive covenants of Banks in respect of loan or credit limit and other banking facilities. p) Business operations may be adversely affected by strikes, work stoppages or increase in wage demands by employees; Management Perception: Employee unrest is part of business and it is important to deal with labor unrest efficiently. Amulet 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; Management Perception: As the products of pharmaceuticals industry are of basic in nature and majorly chronic care related, Bangladesh Pharmaceuticals market is consistent. So the risk of variability of company’s operating results is varying insignificant over the month of a year. r) Expiry of any revenue generating contract that may adversely affect the business; Management Perception Amulet has no long‐term revenue‐generating contract with any customer. So, there is no chance to affect the business adversely on this ground. s) Excessive dependence on debt financing which may adversely affect the cash flow; Management Perception: For last five years the company has been reducing its dependence on debt financing and it is now intended to raise its capital through Initial Public Offering to ensure better capital base. t) Excessive dependence on any key management personnel absence of whom may have adverse effect on the issuer’s business performance; Management Perception: Corporate Governance is well practiced in APL. The company also has a well-placed organ gram. So any change in the key management can be replaced with capable professionals. u) Enforcement of contingent liabilities which may adversely affect financial condition; Management Perception: 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; Management Perception: We have different insurance coverage for all the 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; Management Perception All running director of the Company gave their kind consent that they shall serve the Company. Further, since the Company follows corporate governance principles and other relevant laws of the land, absence of assurance that director will continue its engagement will not affect the business.


x) Ability to pay any dividends in future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditure; Management Perception: We 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. Management Perception: As a manufacturer, APL take their operation very seriously. They know, if operation is stopped for one day that can hamper supply to their customers. In any situation, they do not compromise with their operation. The company started commercial operation from 2011 and they are proud to state that the company has never been non-operative till date. z) Risks related to engagement in new type of business, if any; Management Perception Right now, Amulet 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; Management Perception: 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. bb) Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law; Management Perception 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; Management Perception: No, we did not have any litigation relating to Tax, VAT or other government claims against of our company. dd) Registered office or factory building or place of operation is not owned by the issuer; Management Perception: The factory building is owned by the Company but corporate office is rented. So it is not a risk. ee) Lack of renewal of existing regulatory permissions/licenses; Management Perception A dedicated team supervises renewal processes of all the regularity permission/licenses. So, risk with regard to lack of renewal of existing regulatory permissions/licenses is very remote. 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; Management Perception Amulet has no listed securities or any of its subsidiaries or associates. Hence, this risk is not applicable for Amulet.


gg) Issuances of securities at lower than the IPO offer price within one year; Management Perception Amulet has no plan to issue any sort of securities within one year of IPO. As such, this issue is not applicable for Amulet. 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. Management Perception Amulet has no subsidiary or associates. No refusal of application for public issue of any securities of the Amulet's at any time by the commission. (ii) External risk factors may include among others: a) Interest rate risks; APL has outstanding long and short term liabilities from bank. Hence, it is exposed to volatility of interest rates on its outstanding bank liabilities. Due to several macroeconomic and market driven factors, interest rates on short term and long term bank loans may vary over time. Inflationary pressure, increased demand for bank loan, increased volatility in money market, restrictive monetary policy, etc. may compel APL’s loan giving institutions to increase their interest rates on its outstanding liabilities. If the interest rates on its existing bank loans are increased from current levels, then its cash flow and profitability will be affected adversely. This may also affect its value of shares. Management perception While taking loan, Company always carefully considers the balance to be maintained between term loan, which carries fixed interest rate and short-term loan, which carries variable interest rate so that any interest on inflation rate increase can be kept to the minimum. Additionally Company maintains very good reputation in the banking community and so far being able to attract very competitive rates from the Banks. Management of the Company is also emphasizing on equity based financing to reduce the dependency on bank borrowings, which is reflected in the Financial Statements. Moreover, the management of APL has decided to liquidate the major portion of Bank Loan with the IPO proceeds to make the Gearing Ratio at a satisfactory level which will significantly reduce the financial leverage and interest burden. b) Exchange rate risks; In many cases the Company depends on imported raw materials. For this reason, APL has to face foreign currency risk. Unfavorable volatility or currency fluctuation may affect the profitability of the Company. Management perception Company is fully aware of the risk related to currency fluctuation and as a prudent Company, we always take precautionary measures to save the Company against exchange rate fluctuation. c) Industry risks; Environmentalists are likely to create pressure on Government to protect or banning those factory, which are not follow proper ETP, Waste management solution, Air pollution etc. which are negative effects on living being and environment thereby causing closure of business by the Company.

Management Perception We have a good setup for ETP and incinerator for waste management, a very good and sophisticated fire alarm system with integrated fire hydrant and fire house arrangement with carbon dioxide fire extinguisher, dry powder and sand bucket. We are using exhaust filter for protection air pollution, most modern HVAC system for temperature and humidity control, which provides ergonomics environment. Sound is protected with enclosure room built with silencer and sound guard, which maintain sound with standard label. The company also strictly follows all the laid down regulations for marketing the products and therefore does not foresee any problems in doing the business.


d) Economic and 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 propel the cost of the product upwards. Management Perception Although the country has passed a political turmoil until the end of last year, a sound political atmosphere is prevailing from early this year which is expected to continue in future. Both the ruling and opposition parties are committed to the betterment of the country. Last democratic national assembly election and local council polls are instances of peaceful political situation in Bangladesh. e) Market and technology-related risks; The Company has best-class infrastructure with recently imported latest most sophisticated machinery and equipment’s. The production facilities are based on currently available technology. But APL’s investment in plants and technology may become obsolete and the product quality may be impaired due to malpractice or decayed technological enforcement. Management Perception Company owns modern technology with R&D Infrastructure and shall be able moderate investments as it has been doing in the past. The Company imported plant and technology from reputed manufacturer with proper warranty to take care any defects or confirmation of supplying of adequate spare parts has manufactured the selected/installed plant and machinery. Moreover, sufficient flexibility such as project sequencing and option based project implementation has been planned to facilitate updated technologically. As such the Company does not envisage any major problem in this area. In most recent years there is no history of non-operation. f) Potential or existing government regulations; The Company operates under local laws like the Companies Act, 1994, Taxation Policies adopted by NBR, Bangladesh Securities and Exchange Commission Ordinance and Rules and Rules adopted by other Regulatory Authorities. Any abrupt changes of the policies form by those bodies will impact the business of the Company adversely. Unless adverse policies are taken, which may materially affect the industry as a whole; the business of the Company will not be affected. Management Perception Amulet is engaged in manufacturing and marketing of quality medicines which are human life saving drugs to save human life of Bangladesh as well as save the world human life as there will be increasing demand for life saving quality drugs. 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 of raw materials due to change in policy in the international market might adversely affect the production and profitability.

Management Perception As a going concern, Company always takes step to safeguard its interest. The Company's supply chain is robust in accommodating large number of suppliers with proper contingency plan in place.

h) Statutory clearances and approvals those are yet to be received by the issuer;

Management Perception: The company has collected all the statutory clearance and approval to operate the business. The necessary update and renewal is a continuous process. Hence, there is a limited degree of such risk associated with the company.

i) Competitive condition of the business;

Management Perception: Pharmaceutical sector is one of the highest priority sectors in Bangladesh. Pharmaceutical industry is now heading towards self–sufficiency in meeting local demand. There are more than 437 registered small, medium, large, local and multinational companies operating in the country producing around 97% of the total internal demand.

j) Complementary and supplementary products/services which may have an impact on business of the issuer. Management perception Basically, Pharmaceuticals products meet fundamental of all living being. As such, it has no supplementary products.


CHAPTER (XXI): DESCRIPTION OF THE ISSUE (a) Issue Size: (i) Number of securities to be issued; Public Offering of 15,000,000 Ordinary Shares of Tk. 10.00 each at par totaling Tk. 150,000,000.00 (ii) Authorized capital and paid-up capital;

Particulars No. of Shares Amount in BDT

Authorized Capital 120,000,000 1,200,000,000

Paid-up Capital (as on June 30, 2016) 35,350,000 353,500,000

Pre-IPO Paid-up Capital 35,350,000 353,500,000

Capital to be issued through IPO under Fixed Price Method 15,000,000] 150,000,000

Post-IPO Paid-up Capital 50,350,000 503,500,000

(iii) Face value, premium and offer price per unit of securities;

Face value per share Tk. 10/- each

Offer Price per share to Eligible Investors (EIs) Tk. 10/- each

Offer Price per share to General Public

(iv) Number of securities to be entitled for each category of applicants;

Category Particulars No. of Shares

Issue Price per share

Amount in BDT

Eligible Investors

(EIs)

10% of IPO i.e. [1,500,000] Ordinary Shares shall be

reserved for Mutual Funds 1,500,000

10.00

15,000,000


reserved for Other Eligible Investors (EIs) 6,000,000 60,000,000

General Public


reserved for Non Resident Bangladeshis (NRBs) 1,500,000

10.00

15,000,000


reserved for ¶wZMÖ¯’ ¶z`ª wewb‡qvMKvix and General Public 6,000,000 Tk.60,000,000

Total 15,000,000 10.00 Tk.150,000,000

(v) Holding structure of different classes of securities before and after the issue;

Description Number of Securities to

be Offered Break-up of Securities

Nominal value

Issue Amount in BDT

Offer price BDT 10.00 Each at Par, total size of fund to be raised BDT. 150,000,000/-

Eligible investors (EIs) 7,500,000 10.00 75,000,000

General Public 7,500,000 10.00 75,000,000

Total 15,000,000 10.00 150,000,000

(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 business expansion (Purchase of plant and machinery), working Capital (Purchase of raw material & payment of operational expenses), Loan repayment of Pubali Bank Limited, Principal Br. Dhaka (Partial) and for IPO expenses.


CHAPTER (XXII): USE OF PROCEEDS a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up

Sources of Fund:

Issue of Fund (Number of share to be issued) Issue price Amount in Taka

15,000,000 Shares 10.00 150,000,000

Less: IPO Expenses 12,435,525

Net IPO Proceeds 137,564,475

Use of the net proceeds from the IPO

Net proceeds from Initial Public Offering (IPO) will be used for Loan Repayment, Purchase of Plant & Machinery, Civil Construction, and Working Capital. The details of which is stated as under:

Sl. No. Particulars Amount in Tk. Implementation Schedule

01 Loan Repayment 30,000,000 Immediately on availability of IPO fund

02 Plant & Machinery 51,000,000 Within 06 months after receiving the IPO fund

03 Civil Construction 37,500,000

04 Working Capital 19,064,475 Within 03 months after receiving the IPO fund

Total 137,564,475

01. Loan Repayment:

Sl. No. Particulars Amount in Tk.

01 Loan Repayment of Pubali Bank Limited, Principal Branch, Dhaka. 30,000,000

02. Plant & Machinery:

Sl. No.

Name of Machinery Cost of the

machineries Date of placement

of order Expected date of

supply

01 Capsule Filling Machine 8,500,000/-

After getting IPO fund

Within 3 to 4 months after placement of order

02 Automatic Capsule Loader 3,500,000/-

03 Tray Dryer (For drying excipients /granules) 1,500,000/-

04 Double Cone Blender 3,000,000/-

05 Capsule De-dusting and Polishing Machine 1,000,000/-

06 Blister Machine (Alu – PVC & Alu – Alu) 7,500,000/-

07 Conveyer Table & Belt 1,000,000/-

08 Tablet Deduster & Collector 3,300,000/-

09 Tablet Multi Counting Machine 3,800,000/-

10 Fluid Bed Dryer 4,200,000/-

11 Tablet Coating Machine 1,700,000/-

12 HVAC 12,000,000/-

Total 51,000,000/-

03. Civil Construction:

Sl. No. Type of job Amount in BDT Area/Space (Sft.) Cost per Sft.

01 Civil Construction 37,500,000/- 16,000 2,343.75/-

04. Working Capital:

Sl. No. Type of job Amount in BDT Nature Expected date of supply

01 Purchase of Raw Material & Packing Material

19,064,475/- API, Excipient, Insert, Cartoon, Literature, Foil.

Within 03 Months after receiving the IPO fund


b) Where the sponsors’ contribution or privately placed fund has been brought prior to the public issue and has already been deployed by the issuer, indication of use of such funds in the cash flow statement; Indication of use of privately placed fund in the statement of cash flows:

Tk.253,500,000 (25.35 Crore) has been raised through private placement prior to the public issue on dated June 30, 2015. This fund has already deployed by the issuer in the following manner:

Accounting Years

Item Amount Reflected in Cash Flow

2014-2015 Land and Land Development 14,600,000 In the Statement of Cash flows, the figure is included in the total fixed asset addition under the head investing activities

2014-2015 Civil Work 28,600,000 In the Statement of Cash flows, the figure is included in the total fixed asset addition under the head investing activities

2014-2015 Long Term Loan repayment 45,890,000

In the Statement of Cash flows, the figure is included in the Long Term Loan payment under the head of Financing activities (Transaction as follows: Long term Loan Increase Tk31,419,370 + Interest Tk.17,523,110 = Tk. 48,942,840 + Opening Tk.100,076,528 = Total Loan Tk. 149,019,368 - Closing Balance Tk. 103,129,368, = Term Loan paid for the year Tk. 45,890,000.

2014-2015 Machineries spares, erection

& installation cost 51,000,000

In the Statement of Cash flows, the figure is included in the total fixed asset addition under the head investing activities

2014-2015 Working Capital 113,410,000 In the Statement of Cash flows, the figure is included in the Short Term Loan payment under the head of Financing 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 issuer has no objects to investment in a joint venture, a subsidiary, an associate or any acquisition.

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:

Projects/Particulars Progress made so Far Approximate date of

Completion of the projects

Projected date of full commercial operation

Loan Repayment (Partial):

Within three month of the completion of the

project

Pubali Bank Limited, Principal Br. Dhaka

Immediately on availability of IPO fund Within 07 days after

receiving the IPO fund

Investment in Fixed Assets:

Purchase of Plant & Machinery and Civil Construction

Plant & Machineries, Erection, Electrical Fittings & Installation and civil construction will be started after receiving of IPO fund

Within 06 Months after receiving the IPO fund

Working Capital:

Purchase of Raw & Packing Material

N/A Within 03 Months after receiving the IPO fund

N/A

Sd/-


Sd/- Kazi Mahmudul Hasan Chief Financial Officer


Chairman


f) If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall disclose the terms of such contracts, and copies of the contracts shall be enclosed as annexure to the prospectus: As per rule Annexure-E (B)(21)(f) there is no contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used. g) If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of working capital requirement along with the relevant assumptions, reasons for raising additional working capital substantiating the same with relevant facts and figures and also the reasons for financing short with long term investments and an item wise break-up of last three years working capital and next two years projection: The company has working capital requirement mainly for purchase of raw materials

Basis of estimation: On the basis of its projected production, the working capital is estimated.

Relevant assumptions: Capacity will be increased as new instruments will be introduced.

Reasons for raising additional working capital: increasing working capital is required in line with the increasing production capacity.

Item wise break-up of last three years working capital and next two years projection:

Item 2013-2014 2014-2015 2015-2016 2016-2017 (projected)

2017-2018 (projected)

Raw & packing materials requirement 146,036,467 188,045,464 200,603,095 220,000,000 250,000,000

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 planned to expand its existing projects by purchase plant & machineries, Erection, Electrical Fittings and Installation, which have been mentioned in Use of IPO proceeds and projects Implementation schedule. i) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, i f

any, which have already been implemented:

The company has planned to implement to the existing projects by using IPO proceeds after receiving the funds, which have been mentioned in Use of IPO proceeds and projects 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 existing or anticipated material transaction in relation to utilization of the issue proceeds or project cost with sponsors, directors, key management personnel, associates and group companies. (k) Summary of the project appraisal/ feasibility report by the relevant professional people with cost of the project and means of finance, weaknesses and threats, if any, as given in the appraisal/ feasibility report.

Feasibility report is not applicable for this issue


CHAPTER (XXIII): LOCK-IN

(a) Provisions for lock in as per these Rules; 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 5% or more shares, other than alternative investment funds, for 03(three) years;

(2) All shares allotted, before 02(two) years of according consent to the public offer, to any person, other than alternative investment funds, for 03(three) years

(3) In case any existing sponsor or director of the issuer transfers any share to any person, other than existing shareholders, within preceding 12 (twelve) months of submitting an application for raising of capital or initial public offer (IPO), all shares held by those transferee shareholders, for 03(three) years;

(4) 25% of the shares allotted to eligible investors, for 03 (three) months and other 25% of the shares allotted to them, for 06 (six) months;

(5) All shares held by alternative investment funds, for 01(one) year; and (6) Shares allotted, within two years of according consent to the public offer, to any person other than the shares

mentioned in sub-rules (1), (2), (3), (4), and (5) above, for 01(one) year.

Provided that ordinary shares converted from any other type of securities shall also be subject to lock-in as mentioned above.

(b) Statement of securities to be locked in for each shareholder along with BO account number, lock-in period and number of securities to be locked-in. The following table indicates the Lock-In status of the shareholders of Amulet Pharmaceuticals Ltd:

Sl. No.

Name of the Shareholders

Position No of

Securities Holding

% BO ID

Date of Acquisition

Lock‐in period from the date of issuance of

prospectus

Shareholdings by the Directors and Sponsors:

1 Abu Saeed Shaukat Ahmed Chairman 2,855,000 8.08 1202160003979953 12-10-2007 28-06-2014 27-05-2015

3 years

2 Abu Zafar Enayet Rasul Director &

MD 5,255,000 14.87 1202160000206246

12-10-2007 28-06-2014 27-05-2015

3 years

3 Abdul Mannan Director 3,707,500 10.49 1201470000027398

04-11-2007 10-11-2007 28-06-2014 27-05-2015

3 years

4 Syed Amirul Islam Director &

CEO 1,060,000 3.00 1202150040756715

04-11-2007 28-06-2014 27-05-2015

3 years

5 M. A. Bari Director 1,160,000 3.28 1203410037427727 10-11-2007 28-06-2014 27-05-2015

3 years

6 Muhammed Ahmed Ali Director 1,150,000 3.25 1203410042752448 27-05-2015 3 years

Total Shareholdings by the Directors & Sponsor [A] 15,187,500 42.96

Shareholdings by the other than Director’s:

7 Janata Capital and Investment Ltd. Shareholder 500,000 1.41 1201530034513871 27-05-2015 1 year

8 BMSL Investment Ltd. Shareholder 900,000 2.55 1604940020020801 27-05-2015 1 year

9 Abdulla-Al-Mahmud Shareholder 1,000,000 2.83 1202850016630932 27-05-2015 1 year

10 Aminur Rashed Shareholder 750,000 2.12 1202160000098631 27-05-2015 1 year

11 Nahid Khan Rasul Shareholder 1,062,500 3.01 1201910061482232 27-05-2015 1 year

12 Syeda Shanaz Ahmed Shareholder 1,400,000 3.96 1202160004882991 27-05-2015 1 year

13 Jobayda Mannan Shareholder 1,400,000 3.96 1201470000027399 27-05-2015 1 year

14 Raisa Mehvin Rasul Shareholder 1,000,000 2.83 1201910061482240 27-05-2015 1 year

15 Sharmin Sultana Lima Shareholder 1,200,000 3.39 1202850040616720 27-05-2015 1 year

16 Munsur Ahamed Shareholder 420,000 1.19 1203680049698708 27-05-2015 1 year

17 Abid Hossain Shareholder 200,000 0.57 1202850044309370 27-05-2015 1 year

18 M. Munir Ahmed Shareholder 400,000 1.13 1201590000001246 27-05-2015 1 year

19 Ishtiaq Ahmed Shareholder 100,000 0.28 1202490000226422 27-05-2015 1 year

20 Md. Uzzal Hossain Shareholder 100,000 0.28 1201590058141403 27-05-2015 1 year

21 Md. Masudur Rahman Shareholder 80,000 0.23 1203680057496005 27-05-2015 1 year

22 Zahed Hossan Shareholder 80,000 0.23 1203680057681187 27-05-2015 1 year

23 Md. Sajedul Islam Shareholder 100,000 0.28 1202400000002837 27-05-2015 1 year

24 S & S Enterprise Shareholder 50,000 0.14 1204280045762705 27-05-2015 1 year


25 Apurba Kumar Das Shareholder 100,000 0.28 1202020000103671 27-05-2015 1 year

26 Sabbir Ahmed Shareholder 50,000 0.14 1202400000176096 27-05-2015 1 year

27 Md. Anisur Rahman Shareholder 100,000 0.28 1202800003962531 27-05-2015 1 year

28 Mohammad Shafiqul Kabir Shareholder 125,000 0.35 1202930003977480 27-05-2015 1 year

29 Zahidul Islam Shareholder 250,000 0.71 1203680057907200 27-05-2015 1 year

30 Gulam Imani Shareholder 200,000 0.57 1203410045124560 27-05-2015 1 year

31 Badrul Haider Chowdhury Shareholder 100,000 0.28 1201520045089417 27-05-2015 1 year

32 Md. Nazrul Islam Shareholder 100,000 0.28 1201520040543733 27-05-2015 1 year

33 Zillur Rahman Shareholder 750,000 2.12 1203410043358731 27-05-2015 1 year

34 Md. Jahangir Shareholder 100,000 0.28 1202050041627328 27-05-2015 1 year

35 Shah Jalal Uddin Shareholder 300,000 0.85 1203410045124561 27-05-2015 1 year

36 Jalil Miah Shareholder 200,000 0.57 1203410045124562 27-05-2015 1 year

37 Abdus Subhan Shareholder 250,000 0.71 1203410045124563 27-05-2015 1 year

38 Afsary Khanom Shareholder 760,000 2.15 1201910061482259 27-05-2015 1 year

39 Salah Uddin Ahmed Shareholder 170,000 0.48 1203460000044977 27-05-2015 1 year

40 Badrul Alam Shareholder 200,000 0.57 1203410045124564 27-05-2015 1 year

41 Shifa Wahida Rahman Shareholder 225,000 0.64 1203410045124565 27-05-2015 1 year

42 Shelina Rahman Shareholder 225,000 0.64 1203410045124566 27-05-2015 1 year

43 Sumon Ahmed Shareholder 200,000 0.57 1203410045124567 27-05-2015 1 year

44 Samad Ali Shareholder 450,000 1.27 1203410045124568 27-05-2015 1 year

45 Md. Almojahid Mullick Shareholder 540,000 1.53 1204490046559474 27-05-2015 1 year

46 Mahbuba Khatun Shareholder 500,000 1.41 1203410045124572 27-05-2015 1 year

47 Syed Sakib Naimuddin Shareholder 200,000 0.57 1202090043529568 27-05-2015 1 year

48 Mrs. Sultana Jesmin Chino Shareholder 200,000 0.56 1602170000262118 27-05-2015 1 year

49 Mohammed Mominul Islam Shareholder 70,000 0.20 1202020002727924 27-05-2015 1 year

50 Abdul Rahman Shareholder 500,000 1.41 1203410041932341 27-05-2015 1 year

51 Nizam Uddin Sikdar Shareholder 500,000 1.41 1203410043241423 27-05-2015 1 year

52 Md. Jilu Miah Shareholder 200,000 0.56 1203410042072249 27-05-2015 1 year

53 Mumina Khatun Shareholder 200,000 0.56 1203410045110973 27-05-2015 1 year

54 Jabbir Ahmed Shareholder 250,000 0.71 1203110049174533 27-05-2015 1 year

55 Muhibun Bari Chowdhury Shareholder 670,000 1.90 1203410043687855 27-05-2015 1 year

56 Kabir Miah Shareholder 100,000 0.28 1203980012781849 27-05-2015 1 year

57 Md. Tipu Sultan Shareholder 200,000 0.57 1203770032891967 27-05-2015 1 year

58 Md. Abdur Rab Shareholder 10,000 0.03 1205200052909623 27-05-2015 1 year

59 Saiful Islam Helaly Shareholder 175,000 0.50 1601880012723365 27-05-2015 1 year

60 Ali Akbar Shareholder 50,000 0.14 1203270033215247 27-05-2015 1 year

61 Kazi Mahmudul Hasan Shareholder 200,000 0.56 1203980012781849 27-05-2015 1 year

Total Shareholdings by the other than Director’s [B] 20,162,500 57.04

Total Shareholdings 35,350,000 100%

* From the issue date of Prospectus


CHAPTER (XXIV): MARKETS FOR THE SECURITIES BEING OFFERED The issuer shall apply to all the relevant exchanges in Bangladesh within seven working days from the date of consent for public offer accorded by the Commission. The issuer will apply at:

Dhaka Stock Exchange Limited (DSE)

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

And

Chittagong Stock Exchange Limited (CSE)

CSE Building, 1080 Sk. Mojib Road, Agrabad, Chittagong

Declaration about Listing of Shares with Stock Exchanges:

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 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 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 apply in respect of trading and settlement of the shares of the Company.

THE ISSUE SHALL BE PLACED IN “N” CATEGORY


CHAPTER (XXV): DESCRIPTION OF SECURITIES BEING OFFERED

Dividend, Voting, Preemption Right: 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. Shareholders shall have the usual voting right in person or by proxy in connection with, among others, selection of directors & auditors and other usual agenda of General Meeting–Ordinary or Extra Ordinary. On a show of hand every shareholder present and every duly authorized representative of a shareholder present at a General Meeting shall have one vote and on a poll every shareholder present in person or by proxy shall have one vote for every share held by him/her. In case of any additional issue of rights shares for raising further capital the existing shareholders shall be entitled in terms of the guidelines issued by the BSEC from time to time. Conversion & Liquidation Right If the Company at any time issues convertible preference shares or debenture with the consent of BSEC, such holders of Securities shall be entitled to convert such securities into ordinary shares if it is so determined by the Company. Subject to the provisions of the Companies Act, 1994, Articles of Association of the Company and other relevant rules in force, the shares, if any, of the Company are freely transferable, the Company shall not change any fee for registering transfer of shares. No transfer shall be made to firms, minors or persons of unsound mental health. Dividend Policy (a) The profit of the company, subject to any special right relating thereto created or authorized to be created by the

Memorandum of Association subject to the provision of the Articles of Association, shall be divisible among the members in proportion to the capital paid up on the Shares held by them respectively.

(b) No larger dividend shall be declared than is recommended by the Directors, but the Company in its General Meeting may declare a smaller dividend. The declaration of Directors as to the amount of net Profit of the Company shall be conclusive.

(c) No dividend shall be payable except out of profits of the Company or any other undistributed profits. Dividend shall not carry interest as against the Company.

(d) The Directors may, from time to time, pay the members such interim dividend as in their judgment the financial position of the Company may justify.

(e) A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer. (f) There is no limitation on the payment of dividend. Other Rights of Stockholders The shareholders shall have the right to receive all periodical reports and statements, audited as well as un-audited, published by the Company from time to time. The directors shall present the financial statements as required under the law and International Accounting Standards. Financial Statements will be prepared in accordance with International Accounting Standards, consistently applied throughout the subsequent periods and present with the objective of providing maximum disclosure as per law and International Accounting Standard to the shareholders regarding the financial and operational position of the Company.

In case of any declaration of stock dividend by issue of bonus shares, all shareholders shall be entitled to it in proportion to their shareholdings on the date of book closure for the purpose.

The shareholders holding not less than 10% of the issued/fully paid up capital of the Company shall have the right to requisition Extra-Ordinary General Meeting of the Company as provided under Section 84 of the Companies Act, 1994.


CHAPTER XXVI: FINANCIAL STATEMENTS (a) The latest financial statements prepared and audited by the Commission’s panel auditors in adherence to the provisions of the Securities and Exchange Rules, 1987, the Companies Act, 1994, International financial Reporting and Auditing Standards as adopted in Bangladesh from time to time and Financial Reporting Act;

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF

AMULET PHARMACEUTICALS LTD.

We have audited the accompanying Financial Statements of Amulet Pharmaceuticals Ltd. which comprise Statement of Financial Position as at 30 June, 2016 and the related Statement of Profit or Loss and Other Comprehensive Income, Statement of Changes in Equity, Statement of Cash Flows and a summary of significant accounting policies and relevant explanatory notes 01 to 42 for the year ended 30 June, 2016.

Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with the Bangladesh Accounting Standards (BAS) and Bangladesh Financial Reporting Standards (BFRS). This responsibility includes designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies and making accounting estimates that are reasonable in the circumstances.

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 the Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion the Financial Statements present fairly, in all material respect, the Financial Position of Amulet Pharmaceuticals Ltd. as at 30 June, 2016 and the results of its financial performance and its cash flows for the year then ended in accordance with Bangladesh Financial Reporting Standards and comply with the applicable sections of Companies Act, 1994, the Securities & Exchange Rules, 1987 and other applicable laws and regulations.

Further to our opinion in the above paragraph, we state 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 company’s Statement of Financial Position and Statement of Profit or Loss and Other Comprehensive Income dealt with by the report are in agreement with the books of account;

(d) the expenditure was incurred for the purpose of the company’s business.

October 05, 2016 Rupayan Karim Tower, Level-7, Suite # 7A 80, Kakrail, Dhaka-1000

Sd/- Zoha Zaman Kabir Rashid & Co.

Chartered Accountants



Statement of Financial Position as at 30 June, 2016

Particulars Notes 2015-2016

2014-2015

Taka

Taka

ASSETS

Non-Current Assets

343,859,322

346,581,790

Property, Plant & Equipment 3.00 343,859,322

346,581,790

Current Assets

499,603,976

396,600,359

Inventories 4.00 191,277,760

157,947,083 Spare Parts & Supplies 5.00 15,020,457

12,565,114

Advances, Deposits & Pre-payments 6.00 135,261,360

92,304,028 Accounts Receivable 7.00 147,733,723

107,745,750

Cash & Cash Equivalents 8.00 10,310,676

26,038,384

Total

843,463,298

743,182,149

EQUITY & LIABILITY

Shareholders' Equity

561,421,894

499,170,853

Share Capital 9.00 353,500,000

353,500,000 Retained Earnings 10.00 207,921,894

145,670,853

Non-Current Liabilities

61,176,583

61,283,640

Long Term Loan 11.00 45,123,095

47,785,368 Deferred Tax Liabilities 12.00 16,393,488

13,498,272

Current Liabilities

220,864,821

182,727,656

Short Term Loan 13.00 46,755,390

41,492,853 Current Portion of Long Term Loan 14.00 52,460,000

55,344,000

Sundry Creditors 15.00 1,284,731

1,050,563 Liabilities for Expenses 16.00 1,677,628

1,906,774

Provision for Tax Liabilities 17.00 113,335,821

78,257,067 Workers' Profit Participation Fund 18.00 5,011,251

4,676,399

Total

843,463,298

743,182,149

Net Asset Value (NAV) per Share 28.00 15.88

14.12

The accounting policies and other notes 1 to 42 form an integral part of the financial statements.

Sd/- Managing Director

Sd/- Chairman

Sd/- Company Secretary

This is the Statement of Financial Position referred to in our report of even date.

Dated: Dhaka October 05, 2016





Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June, 2016

Particulars

Notes 2015-2016

2014-2015

Taka

Taka

Net Turnover

19.00 413,810,745

388,157,162

Cost of Goods Sold

20.00 (241,922,930)

(226,973,745)

Gross Profit/(Loss)

171,887,815

161,183,417

Operating Expenses

(47,059,227)

(39,345,743)

Administrative Expenses

21.00 (13,589,180)

(10,715,871) Selling & Distribution Expenses

22.00 (33,470,047)

(28,629,872)

Operating Income

124,828,588

121,837,674

Financial Expenses

23.00 (19,684,850)

(23,790,395) Other Income

24.00 92,524

157,095

Net Profit/(Loss) before WPPF

105,236,262

98,204,374

Contribution to Workers' Profit Participation Fund (WPPF) 25.00 (5,011,251)

(4,676,399)

Net Profit/(Loss) before Tax

100,225,011

93,527,975

Income Tax Expenses

26.00 (37,973,970)

(38,700,181)

Provision for Tax

(35,078,754)

(32,734,791) Deferred Tax

(2,895,216)

(5,965,390)

Net Profit/(Loss) after Tax

62,251,041

54,827,794

Earnings per Share (EPS)

27.00 1.76

4.41



Sd/- Chairman


This is the Statement of Profit or Loss and Other Comprehensive Income referred to in our report of even date.






Statement of Changes in Equity for the year ended 30 June, 2016

Particulars Share Share Money Retained Total

Capital Deposit Earnings Taka

Balance as on 01-07-2014 100,000,000 40,000,000 90,843,059 230,843,059

Share Capital deposited during the year 213,500,000 - - 213,500,000

Share Money Conversion to Share Capital 40,000,000 (40,000,000) - -

Profit made during the year - - 54,827,794 54,827,794

Balance as on 30-06-2015 353,500,000 - 145,670,853 499,170,853

Particulars

Share Share Money Retained Total

Capital Deposit Earnings Taka

Balance as on 01-07-2015 353,500,000 - 145,670,853 499,170,853

Profit made during the year - - 62,251,041 62,251,041

Balance as on 30-06-2016 353,500,000 - 207,921,894 561,421,894



Sd/- Chairman


This is the Statement of Changes in Equity referred to in our report of even date.






Statement of Cash Flows for the year ended 30 June, 2016

Particulars Notes 2015-2016

2014-2015

Taka

Taka


Collection from Customers & Others 30.01 373,915,296

351,712,766 Payment to Suppliers, Employees & Others 30.02 (288,129,016)

(282,408,888)

Income Tax Paid 30.03 (36,575,955)

(33,375,955)

Net Cash Generated from Operating Activities

49,210,325

35,927,923

Cash Flows from Investing Activities

Acquisition of Property Plant & Equipment 3.00 (44,969,447)

(187,721,151)

Net Cash used in Investing Activities

(44,969,447)

(187,721,151)

Cash Flows from Financing Activities

Share Capital 9.00 -

213,500,000 Long Term Loan 11.00 & 14.00 (5,546,273)

3,052,840

Short Term Loan 13.00 5,262,537

(24,511,754) Financial Expenses Paid 23.00 (19,684,850)

(23,790,395)

Net Cash Generated from Financing Activities

(19,968,586)

168,250,691

Net Cash Increase in Cash & Cash Equivalents

(15,727,708)

16,457,463 Cash & Cash Equivalents at the Beginning of the year

26,038,384

9,580,921

Cash & Cash Equivalents at the End of the year

10,310,676

26,038,384

Net Operating Cash Flows per Share (NOCFPS) 29.00 1.39

2.89



Sd/- Chairman


This is the Statement of Cash Flows referred to in our report of even date.






Notes comprising a Summary of Significant Accounting Policies and Other Explanatory information for the year ended 30 June, 2016

1.00 The Company & It’s Operations: 1.01 Legal form of the Company:

Amulet Pharmaceuticals Ltd. (hereinafter referred to as "the Company") was incorporated on 11 August, 1985 vide registration no. C-14612 as a private limited Company in Bangladesh under the Companies Act, 1994 with the name of Healing Pharmaceuticals Ltd. and subsequently changed its name to Amulet Pharmaceuticals Ltd. on 28 January, 2008. Moreover, on 24 July, 2014 the Company converted into itself as a Public Limited Company under the Companies Act, 1994.

1.02 Address of the Registered & Corporate Office: The registered and corporate office of the Company is located at Ch 72/1/B, Moddha Badda, Holland Centre (6th floor), Progoti Sarani, Dhaka-1212 and its factory is situated in its own premises at Amulet Complex, Vill: Singdighi, P.O: Maona, Thana: Shreepur, District: Gazipur.

1.03 Nature of Business Activities: The principal activities of the Company throughout the year continued to be manufacturing and marketing of quality medicine.

2.00 Summary of Significant Accounting & Valuation Principles: 2.01 Statement of Compliance:

The financial statements have been prepared in compliance with the requirements of the Companies Act, 1994, the Securities & Exchanges Rules, 1987 and other relevant local laws as applicable and in accordance with the Bangladesh Accounting Standards (BASs) & Bangladesh Financial Reporting Standards (BFRSs).

2.02 Principal Accounting Policies: The specific accounting policies have been selected and applied by the Company's management for significant transactions and events that have a material effect within the Framework for preparation and presentation of financial statements. Financial statements have been prepared and presented in compliance with BAS-1 “Presentation of Financial Statements”. The previous year’s figures were formulated according to the same accounting principles. Compared to the previous year, there were no significant changes in the accounting and valuation policies affecting the financial position and performance of the Company. However, changes made to the presentation are explained in the note for each respective item. Accounting and valuation methods are disclosed for reasons of clarity. The Company classified the expenses using the function of expenses method as per BAS-1.

2.03 Going Concern: The Company has adequate resources to continue in operation for the foreseeable future. For this reasons the directors continue to adopt going concern basis in preparing the financial statements. The current credit facilities and resources of the Company provides sufficient fund to meet the present requirements of existing business.

2.04 Off Setting: “In compliance to BAS-1 and BAS-32, offsetting is done for a particular vendor or customer when the following conditions are met:

Each of the two parties owes the other determinable amounts; The entity has the right to set off against the amount owed by other party; The entity intends to offset; The right of set off is legally enforceable.”

2.05 Presentation of Financial Statements: The presentation of these financial statements is in accordance with the guidelines provided by BAS 1: Presentation of Financial Statements. The financial statements comprises of: (a) Statement of Financial Position as at 30 June, 2016; (b) Statement of Profit or Loss and Other Comprehensive Income for the year ended 30 June, 2016; (c) Statement of Changes in Equity for the year ended 30 June, 2016; (d) Statement of Cash Flows for the year ended 30 June, 2016; and (e) Notes, comprising summary of significant accounting policies and explanatory information.

2.06 Reporting Period: The financial statements cover one year from 01 July, 2015 to 30 June, 2016. 2.07 Accounting Convention and Assumption:

The financial statements are prepared accrual basis under the historical cost convention. 2.08 Critical Accounting Estimates, Assumptions and Judgments:

The preparation of the financial statements are in conformity with BFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Company’s accounting policies.

2.09 Functional Currency and Presentation Currency: The financial statements are prepared and presented in Bangladesh Currency (Taka), which is the Company’s functional currency. All financial information presented has been rounded off to the nearest Taka except where indicated otherwise.


2.10 Application of Standards: The following BASs are applicable for the financial statements for the year under review.

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-17 Leases; BAS-18 Revenues; BAS-23 Borrowing Cost; BAS-24 Related Parties Disclosure; BAS-33 Earnings per Share; BAS-34 Interim Financial Reporting BAS-36 Impairment of Assets; BAS-37 Provisions, Contingent Liabilities and Contingent Assets.

2.11 Property, Plant & Equipment:

a. Recognition and Measurement: In compliance with BAS-16 (Property, Plant & Equipment) items of Property, Plant & Equipment (PPE), excluding land is initially measured at cost less accumulated depreciation and accumulated impairment losses, if any. Land is measured at cost. The cost of an item of PPE comprises its purchase price, import duties and non-refundable taxes after deducting trade discount and rebates and any costs directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the intended manner.

b. Capitalization of Borrowing Cost: Finance costs that are directly attributable to the construction of plants are included in the cost of those plants in compliance with BAS-23: Borrowing Cost, allowed alternative treatment.

c. Subsequent Costs: The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Company and its cost can be measured reliably. The cost of the day to day maintaining cost on PPE is recognized in the Statement of Profit or Loss and Other Comprehensive Income as incurred.

d. Depreciation: No depreciation is charged on land and land development. Consistently, depreciation is provided on diminishing balance method based on written down value at which the asset is carried in the books of account. Depreciation continues to be provided until such time as the written down value is reduced to Taka one. Each item of PPE is depreciated from the month in which the asset comes into use or capitalized. In case of disposals, no depreciation is charged in the month of disposal. The depreciation/amortization rate(s) are as follows: Category of Fixed Assets Rate % Land & Land Development - Factory Buildings 15 Plant & Machinery 15 Generator 10 Office Decoration 10 Office Equipment 15 Furniture & Fixtures 10 Motor Vehicle 20 Books - Laboratory Test Equipment 15

e. Retirements and Disposals: An asset is derecognized on disposal when no future economic benefits are expected from its use and subsequent disposal. Gains or losses 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 recognized as gain and loss from disposal of asset under other income in the Statement of Comprehensive Income.

2.12 Inventories: Inventories are assets held for sale in the ordinary course of business, in the process of production for such sale or in the form of materials or supplies to be consumed in the production process. Inventories are stated at the lower of cost or net realizable value in compliance to the requirements of Para 21 and 25 of BAS-2. Costs including an appropriate portion of fixed and variable overhead expenses are assigned inventories by the method most appropriate to the particular class of inventory. Net realizable value represents the estimated selling price for the inventories less all estimated cost of completion and cost necessary to make the sale. Item wise valuation is as follows:

Category of Inventories Basis of Valuation


Raw & Packing Materials At Weighted Average Cost

Work-in-Progress At Standard Cost

Finished Goods At Standard Cost

Standard cost comprises value of materials, standard activity cost and overheads.

2.13 Impairment of Assets: All assets have been reviewed according to BAS-36 and it was confirmed that no such assets have been impaired during the year and for this reason no provision has been made for impairment of assets.

2.14 Statement of Changes in Equity: The Statement of Changes in Equity reflects information about the increase or decrease in net assets or wealth.

2.15 Cash & Cash Equivalents: Cash & cash equivalents include cash in hand, cash at banks, term deposits which are available for use by the Company without any restrictions. There is an insignificant risk of change in value of the same.

2.16 Accounts Receivable: Receivables are carried at original invoice amount. This is considered good for collection and therefore, no amount was written off as bad debt and no debt was considered doubtful to provide for.

2.17 Creditors & Accrued Expenses: 2.17.1 Trade & Other Payables:

Liabilities are recorded at the amount payable for settlement in respect of goods and services received by the Company. 2.17.2 Provision:

The preparation of the financial statements are in conformity with Bangladesh Accounting Standards, BAS-37 Provisions, Contingent Liabilities and Contingent Assets requires management to make estimates and assumptions 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.

2.18 Employees' Benefit: Employees of the Company are entitled to get the following benefits from the Company: a. Festival Bonus:

The Company gives 02 festival bonuses to its permanent employees in a year. b. Workers' Profit Participation Fund:

This represents 5% of the net profit after charging such contribution but before tax contribution by the Company as per provisions of Bangladesh Labour Law, 2006 and is payable to the workers as define in the said Law.

2.19 Authorization date for issuing Financial Statements: The financial statements were authorized by the Board of Directors on 05 October, 2016 for issue after completion of review.

2.20 Taxation: 2.20.1 Current Tax:

Provision for taxation has been made as per rates prescribed in the Finance Act, 2016 and the Income Tax Ordinance, 1984 on profit made by the Company. As per BAS-12, Income Tax provision has been made during the year as the Company earned taxable income.

2.20.2 Deferred Tax: Deferred tax is recognized on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit and are accounted for using the Statement of Financial Position as liability method. Deferred tax liabilities are generally recognized for all taxable temporary differences and deferred tax assets are generally recognized for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilized. APL itself recognized the deferred tax liabilities for all taxable temporary differences.

2.21 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 Provision, Contingent Liabilities and Contingent Assets are disclosed in the notes to the financial statements.

2.22 Revenue Recognition: Moment of recognition, amount to be recognized and disclosure requirements of revenue has been made as per BAS-18 “Revenue Recognition”.

The Company recognized sales when products are invoiced and dispatched to the buyers. Interest income on bank deposit and short-term investments is recognized on receipts or due basis. Other income is recognized on receipt or due basis.

2.23 Borrowing Costs: In compliance with the requirements of BAS-23 “Borrowing Costs”, borrowing costs of operational period on short term loan and overdraft facilities from commercial banks & financial institutions were charged off as revenue expenditure as they incurred.


2.24 Foreign Currency Translation: Transactions in foreign currencies are translated to Bangladeshi Taka at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities are converted at the rates prevailing at the Statement of Financial Position date. Non-monetary assets and liabilities denominated in foreign currencies, stated at historical cost are translated into Bangladeshi Taka at the exchange rate ruling at the date of transaction.

2.25 Statement of Cash Flows: Statement of Cash Flows is prepared principally in accordance with BAS-7: Statement of Cash Flows and the cash flows from operating activities have been presented under direct method.

2.26 Earnings per Share: The Company 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 and the computation of EPS is stated in the note. Earnings per Share is the basic earnings dividing by average weighted ordinary shares outstanding during the year.

2.27 Comparative: Financial statements are presented as BAS-1 ‘‘Presentation of Financial Statements” and previous year’s figures have been restated due to changes in some accounting policies as per BAS-8 ‘‘Accounting Policies, Changes in Accounting Estimates and Errors’’.

2.28 Segment Reporting: No segmental reporting is applicable for the Company as required by BAS-14: “Segment Reporting” as the Company operates in a single industry segment and within a single geographical territory.

2.29 Related Party Transactions: The objective of BAS-24 'Related Party Disclosures' is to ensure that an entity's financial statements contain the disclosures necessary to draw attention to the possibility that its financial position and profit or loss may have been affected by the existence of related parties and by transactions and outstanding balances with such parties. Parties are considered to be related if one party has the ability to control the other party or to exercise significant influence or joint control over the other party in making financial and operating decisions. A party is related to an entity if: [BAS-24] directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the entity has an interest in the entity that gives it significant influence over the entity, has joint control over the entity, the party is a member of the key management personnel of the entity or its parent, the party is a close member of the family of any individual, the party is an entity that is controlled, jointly controlled or significantly influenced by or for which significant voting power in such entity resides with, directly or indirectly, any individual and the party is a post-employment benefit plan for the benefit of employees of the entity. The Company transacts with related parties and recognize as per BAS-24 'Related Party Disclosures'. Related party transactions have been disclosed under Note – 35, 36 & 42.

2.30 Interest paid and other Expenses: Interest paid and other expenses are recognized on accrual basis.

2.31 Repair upkeep and Maintenance Charges: There are usually absorbed as revenue charges as and when incurred.


2015-2016

2014-2015

Taka

Taka

3.00 Property, Plant & Equipment: Tk. 343,859,322

Cost:

Opening Balance

484,279,804

296,558,653

Add: Addition during the year

44,969,447

187,721,151

Closing Balance

529,249,251

484,279,804

Depreciation:

Opening Balance

137,698,014

94,027,392

Add: Charged during the year

47,691,915

43,670,622

Closing Balance

185,389,929

137,698,014

Written down value

343,859,322

346,581,790

Details are given in Annexure-A with the report.

4.00 Inventories: Tk. 191,277,760

Finished Goods

57,179,513

38,795,673

Raw Materials

107,673,561

96,020,605

Packing Materials

19,855,634

18,567,341

Work-in-Process

6,569,052

4,563,464

Total

191,277,760

157,947,083

At the end of the year physical verification of Inventories was carried out jointly by the Company Officials & Auditors.

The basis of valuation is stated in Note-2.12.

Details are given in Annexure-B with the report.

5.00 Spare Parts & Supplies: Tk. 15,020,457

Spare Parts

8,455,674

6,752,456

Promotional & Literature Items

6,564,783

5,812,658

Total

15,020,457

12,565,114

Details are given in Annexure-C with the report.

6.00 Advances, Deposits & Pre-payments: Tk. 135,261,360

Advance against Salary

375,650

276,850

Advance against Raw Materials

15,889,672

9,578,940

Advance against Issue Management Fees

200,000

-

Advance Income Tax

116,986,252

80,410,297

Advance against VAT

59,946

1,688,101

Deposits:

Security Deposit-Electricity

243,390

243,390

Security Deposit-BTCL

6,450

6,450

Security Deposit-Office & Deport

1,500,000

100,000

Total

135,261,360

92,304,028

Advance: These advances are un-secured but good and subsequently realized and/or adjusted.

Deposits: These balances represent security deposits made by the Company for electric connection, Telephone line, Office & Deport. rent etc.

In the opinion of the Directors, all current assets, investments, loans and advances are on realization in the ordinary course of business, a value at least equal to the amounts at which they are stated in the Statement of Financial Position.

There is no claim against the Company, which can be acknowledged as debt.

No amount was due by the Directors (including Managing Director) and managing agents of the Company and any of them severally or jointly with any other person.


2015-2016

2014-2015

Taka

Taka

7.00 Accounts Receivable: Tk. 147,733,723

Receivables against sales comprises are as followings:

Dhaka Sales Center

14,286,025

9,168,157

Chittagong Sales Center

9,806,735

6,808,474

Comilla Sales Center

7,896,748

5,391,628

Bogra Sales Center

14,560,573

12,013,085

Mymensingh Sales Center

25,089,786

19,022,255

Barisal Sales Center

18,237,683

13,049,026

Sylhet Sales Center

12,546,342

8,195,296

Rajshahi Sales Center

26,895,631

21,730,752

Rangpur Sales Center

7,685,632

5,096,751

Maizdi Sales Center

5,674,894

3,706,784

Kustia Sales Center

5,053,674

3,563,542

Total

147,733,723

107,745,750

The above amounts are unsecured but good and major portion have been subsequently realized. No provision was made for bad debt during the year under review.

No amount was due by the Directors (including Managing Director) or any other official of the Company.

Aging of the above receivables are given below:

Particulars Up to 3 months

3 to 6 months

6 months & above Total

Accounts Receivable 104,078,408

38,780,102

4,875,213 147,733,723

Total 104,078,408

38,780,102

4,875,213 147,733,723

8.00 Cash & Cash Equivalents: Tk. 10,310,676

Cash in Hand (including all Depots)

9,315,245

7,706,530

Cash at Bank

Pubali Bank Ltd., Pragati Sharani Br., Dhaka A/C No. 3770901001413 988,033

78,675

Pubali Bank Ltd., Pragati Sharani Br., Dhaka A/C No. 3770102000116 7,398

18,253,179

Total

10,310,676

26,038,384

The bank balances have been confirmed and reconciled with respective bank statements.

Cash in hand has been verified by the Management at the close of the year and a cash custody certificate was furnished to the Auditors. Cash in hand includes head office and 11 different depots offices.

9.00 Share Capital: Tk. 353,500,000

Authorized Capital:

120,000,000 Ordinary Shares of Tk. 10.00 each

1,200,000,000

1,200,000,000

Issued, Subscribed and Paid-up:

35,350,000 Ordinary Shares of Tk. 10.00 each fully paid-up 353,500,000

353,500,000

A special resolution is passed and duly certified from RJSC dated 24 April, 2014 to adopt a new Articles of Association. By the said special resolution, the Company's face value of share is reduced from Tk. 100 to Tk. 10.

Shareholding Position is as follows:

Institutional Sponsors:

Janata Capital and Investment Ltd.

5,000,000

5,000,000

BMSL Investment Ltd.

9,000,000

9,000,000

Individual Sponsors:


52,550,000

52,550,000


28,550,000

28,550,000

Abdul Mannan

37,075,000

37,075,000

Syed Amrirul Islam

10,600,000

10,600,000

M. A. Bari

11,600,000

11,600,000

Muhammed Ahmed Ali

11,500,000

11,500,000


2015-2016 2014-2015 Taka Taka

Abdulla-Al-Mahmud

10,000,000

10,000,000

Aminur Rashed

7,500,000

7,500,000

Nahid Khan Rasul

10,625,000

10,625,000

Syeda Shanaz Ahmed

14,000,000

14,000,000

Jobayda Mannan

14,000,000

14,000,000

Raisa Mehvin Rasul

10,000,000

10,000,000

Sharmin Sultana Lima

12,000,000

12,000,000

Munsur Ahamed

4,200,000

4,200,000

Abid Hossain

2,000,000

2,000,000

M. Munir Ahmed

4,000,000

4,000,000

Ishtiaq Ahmed

1,000,000

1,000,000

Md. Uzzal Hossain

1,000,000

1,000,000

Md. Masudur Rahman

800,000

800,000

Zahed Hossan

800,000

800,000

Md. Sajedul Islam

1,000,000

1,000,000

S & S Enterprise

500,000

500,000

Apurba Kumar Das

1,000,000

1,000,000

Sabbir Ahmed

500,000

500,000

Md. Anisur Rahman

1,000,000

1,000,000

Mohammad Shafiqul Kabir

1,250,000

1,250,000

Zahidul Islam

2,500,000

2,500,000

Gulam Imani

2,000,000

2,000,000

Badrul Haider Chowdhury

1,000,000

1,000,000

Md. Nazrul Islam

1,000,000

1,000,000

Zillur Rahman

7,500,000

7,500,000

Md. Jahangir

1,000,000

1,000,000

Shah Jalal Uddin

3,000,000

3,000,000

Jalil Miah

2,000,000

2,000,000

Abdus Subhan

2,500,000

2,500,000

Afsary Khanom

7,600,000

7,600,000

Salah Uddin Ahmed

1,700,000

1,700,000

Badrul Alam

2,000,000

2,000,000

Shifa Wahida Rahman

2,250,000

2,250,000

Shelina Rahman

2,250,000

2,250,000

Sumon Ahmed

2,000,000

2,000,000

Samad Ali

4,500,000

4,500,000

Md. Almojahid Mullick

5,400,000

5,400,000

Mahbuba Khatun

5,000,000

5,000,000

Syed Sakib Naimuddin

2,000,000

2,000,000

Mrs. Sultana Jesmin Chino

2,000,000

2,000,000

Mohammed Mominul Islam

700,000

700,000

Abdul Rahman

5,000,000

5,000,000

Nizam Uddin Sikdar

5,000,000

5,000,000

Md. Jilu Miah

2,000,000

2,000,000

Mumina Khatun

2,000,000

2,000,000

Jabbir Ahmed

2,500,000

2,500,000

Muhibun Bari Chowdhury

6,700,000

6,700,000

Kabir Miah

1,000,000

1,000,000

Md. Tipu Sultan

2,000,000

2,000,000

Md. Abdur Rab

100,000

100,000

Saiful Islam Helaly

1,750,000

1,750,000

Ali Akbar

500,000

500,000

Kazi Mahmudul Hasan

2,000,000

2,000,000

Total

353,500,000

353,500,000


2015-2016 2014-2015 Taka Taka

10.00 Retained Earnings: Tk. 207,921,894

Opening Balance

145,670,853

90,843,059

Add: Profit made during the year

62,251,041

54,827,794

Closing Balance

207,921,894

145,670,853

11.00 Long Term Loan: Tk. 44,783,095

11.01 Pubali Bank Ltd., Principal Br., Dhaka A/C No. 3555316105068 25,497,666

28,433,881 11.02 Pubali Bank Ltd., Principal Br., Dhaka A/C No. 3555316105444 35,629,665

39,197,626



4,839,960



20,526,921


-

97,583,095

103,129,368

Less: Long Term Loan-Current Portion

52,460,000

55,344,000

Total

45,123,095

47,785,368

The details of the loan is as under:

Nature: Long Term Loan

11.01 Sanction Limit: 35,000,000

Expiry Date: 26-09-2018

Interest Rate: 12.00%













Security: 104.00 decimal land properties of the Company located at Mouza: Mawna, U.P: Mawna, P.S: Sreepur, Dist: Gazipur, hypothecation of stocks & machinery and equipment (both present and future) and personal guarantee of every Director.

The term loan facilities shall be repaid within 7 (seven) years including 6 months grace period from the date of 1st disbursement.







Security: 104.00 decimal land properties of the company located at Mouza: Mawna, U.P: Mawna, P.S: Sreepur, Dist: Gazipur, hypothecation of stocks & machinery and equipment (both present and future) and personal guarantee of every Director.

12.00 Deferred Tax Liabilities: Tk. 16,393,488

This represents provision is made for deferred income tax to pay future income tax liability for temporary differences which is arrived as follows:

Balance as on 1 July

13,498,272

7,532,882

Add: (Reduction)/addition during the year

2,895,216

5,965,390

Total

16,393,488

13,498,272


2015-2016 2014-2015 Taka Taka

Calculation of Deferred Tax:

Particulars

Tax base Depreciation

Accounts base Depreciation

Taxable

Temporary Difference

Depreciation Charged for the year 2015-2016 55,963,961 47,691,915

8,272,046

Applicable Tax Rate

35.00%

Provision for Deferred Tax for the year 2015-2016

2,895,216

Depreciation Charged for the year 2014-2015 60,714,593 43,670,622

17,043,971

Applicable Tax Rate

35.00%

Provision for Deferred Tax for the year 2014-2015

5,965,390

13.00 Short Term Loan: Tk. 46,755,390

Pubali Bank Ltd., Principal Br., Dhaka A/C No.3555901038656 46,755,390

41,492,853

Total

46,755,390

41,492,853

The details of the loan is as under:

Nature: Overdraft

Sanction Limit: 40,000,000


Interest Rate: 12.00% (Variable)

Renewal Status: Renewed

Security: 104.00 decimal land properties of the company located at Mouza: Mawna, U.P: Mawna, P.S: Sreepur, Dist: Gazipur and personal guarantee of every Director.

14.00 Current Portion of Long Term Loan: Tk. 52,460,000

The amount represents current maturity of Long Term Loan obtained from Pubali Bank Ltd., Principal Br., Dhaka which are payable within next 12 (twelve) months from the date of Statement of Financial Position.

15.00 Sundry Creditors: Tk. 1,284,731

The above balance is made-up as follows:

Arafat Plastic

31,000

-

Chemi Trade

-

124,300

Gift Galary

99,000

-

Innovate Trade Corporation

-

170,239

JAS Multi Resources

156,700

J & J Printing & Packaging

144,844

-

Khandaker Traders

55,564

-

Roto Smart Ltd.

462,700

373,559

United Traders

256,923

-

Walid Offset Printers

-

382,465

Zhilik International

78,000

-

Total

1,284,731

1,050,563

The above amount represents payable to suppliers of raw materials, packing materials etc. All suppliers were paid on a regular basis.

16.00 Liabilities for Expenses: Tk. 1,667,628

Electricity Bill-Factory

215,962

125,774

Office Rent

45,000

125,000

Electricity Bill-Head Office

8,956

7,864

Telephone-Head Office

368

1,361

Salary

1,257,342

1,546,775

Audit Fees

150,000

100,000

Total

1,677,628

1,906,774

Most of the outstanding liabilities have subsequently been paid;

No liabilities in the Statement of Financial Position are at a value less than the amount at which it is repayable at the date of the Statement of Financial Position.


2015-2016 2014-2015

Taka Taka

17.00 Provision for Tax Liabilities: Tk. 113,335,821

Opening Balance

78,257,067

45,522,276


35,078,754

32,734,791

113,335,821

78,257,067

Less: Adjustment during the year

-

-

Closing Balance

113,335,821

78,257,067

18.00 Workers' Profit Participation Fund: Tk. 5,011,251

Opening Balance

4,676,399

2,672,923


5,011,251

4,676,399

9,687,650

7,349,322

Less: Paid during the year

4,676,399

2,672,923

Closing Balance

5,011,251

4,676,399

19.00 Net Turnover: Tk. 413,810,745

Local Sales (Gross)

485,978,561

455,476,604

Less: VAT

72,167,816

67,319,442

Total

413,810,745

388,157,162

The above sales represents the following:

Category Unit

Opening

Stock Production Sales Closing Stock

Tablet Pcs 4,333,801 85,670,085 83,524,046 6,479,840

Capsule Pcs 1,699,412 42,508,098 41,810,555 2,396,955

Liquid Bottle 75,777 649,643 614,028 111,392

Ointment Pcs 9,936 313,674 309,004 14,606

Value in Taka 38,795,673 241,922,930 413,810,745 57,179,513

20.00 Cost of Goods Sold: Tk. 241,922,930

Opening Work-in-Process

4,563,464

3,095,722

Raw Materials Consumed (Note-20.01)

142,812,826

136,647,499

Packing Materials Consumed (Note-20.02)

57,790,269

51,397,966

Direct Expenses (Note-20.03)

10,924,557

9,473,333

Manufacturing Overhead (Note-20.04)

50,784,706

46,150,483

266,875,822

246,765,003

Less: Closing Work-in-Process

6,569,052

4,563,464

260,306,770

242,201,539

Opening Finished Goods

38,795,673

23,567,879

Finished Goods available for Sale

299,102,443

265,769,418

Less: Closing Finished Goods

57,179,513

38,795,673

Cost of Goods Sold

241,922,930

226,973,745


2015-2016 2014-2015 Taka Taka

20.01 Raw Materials Consumed: Tk. 142,812,826

Opening Stock of Raw Materials

96,020,605

51,451,480

Add: Purchase of Raw Materials

154,465,782

181,216,624

250,486,387

232,668,104

Less: Closing Stock of Raw Materials

107,673,561

96,020,605

Consumption

142,812,826

136,647,499

Summarized Quantity and Total Value of Raw Materials Consumed:

Category Unit Opening Stock

Purchase/ Imports

Issues/ Consumption

Closing Stock

Active Materials Kg. 20,303 60,356 57,894 22,765

Excipients Kg. 6,638 93,243 61,353 38,528

Cap-Shell Pcs 14,391,922 42,389,357 40,674,677 16,106,602

Colour Kg. 5 358 359 4

Flavour Kg. 382 5,018 4,971 429

Sugar Kg. 150 110,801 110,783 168

Sorbitol Kg. 55 22,372 22,365 62

Dextrose Kg. 820 14,756 14,657 919

Lactose Kg. 244 12,899 12,870 273

Value in Taka 96,020,605 154,465,782 142,812,826 107,673,561

Raw materials consist of 220 items of which 41.89% (in value) are imported.

20.02 Packing Materials Consumed: Tk. 57,790,269

Opening Stock of Packing Materials

18,567,341

7,904,523

Add: Purchase of Packing Materials

59,078,562

62,060,784

77,645,903

69,965,307

Less: Closing Stock of Packing Materials

19,855,634

18,567,341

Consumption

57,790,269

51,397,966

Summarized Quantity and Total Value of Packing Materials Consumed:

Category Unit Opening Stock

Purchase/ Imports

Issues/ Consumption

Closing Stock

Aluminum Foil Kg. 15,901 40,835 40,598 16,138

Aluminum Tube Kg. 38,158 306,967 304,319 40,806

Bottle Pcs 173,822 731,671 719,611 185,882

Container Pcs 26,596 426,893 425,048 28,441

Carton Pcs 377,115 3,696,355 3,670,130 403,340

Label Pcs 968,795 1,004,261 937,046 1,036,010

PVC-Film Kg. 10,999 13,720 12,957 11,762

PP Cap & Others Pcs 727,042 2,157,211 2,106,769 777,484

Value in Taka 18,567,341 59,078,562 57,790,269 19,855,634

Packing materials consist of 151 items of which 22.15% (in value) are imported.

20.03 Direct Expenses: Tk. 10,924,557

Wages & Salary

9,467,900

8,056,745

Bonus

1,050,875

987,614

Overtime

405,782

428,974

Total

10,924,557

9,473,333

20.04 Manufacturing Overhead: Tk. 50,784,706

Electric Bill

1,956,935

1,813,935

Factory Maintenances

766,823

705,683

Machinery Maintenances

1,687,954

998,709

Carriage Inward

38,977

40,674

Depreciation

46,334,017

42,591,482

Total

50,784,706

46,150,483


2015-2016

2014-2015

Taka

Taka

21.00 Administrative Expenses: Tk. 13,589,180

Salary & Allowances

8,096,784

5,956,730

Bonus

925,500

978,565

Office Rent

540,000

540,000

Traveling & Conveyance

326,752

305,674

Stationery

190,563

185,786

Telephone Bill

19,418

16,508

Mobile Bill

310,565

298,792

Renewal, Registration & Other Fees

440,655

135,879

Postage & Telegram

22,655

19,674

Stamp & Taxes

91,453

80,561

Car Fuel

216,786

205,672

Newspaper

5,762

4,768

Office Maintenances

248,956

215,407

Entertainment

207,563

195,672

Repairs & Maintenances

276,454

255,648

Audit Fees

150,000

100,000

Electricity Bill

105,632

80,520

Miscellaneous Expenses

55,784

60,875

Depreciation

1,357,898

1,079,140

Total

13,589,180

10,715,871

22.00 Selling & Distribution Expenses: Tk. 33,470,047

Salary & Allowances

22,578,563

18,567,490

Sales Deport Rent

960,000

960,000

Sales Promotion & Business Development 4,685,624

3,878,565

Bonus

1,897,845

2,156,745

Carriage Outward

155,034

177,565

Utility

108,950

105,763

Mobile Bill

675,841

605,784

Postage

25,673

24,567

Motorcycle Maintenances

376,845

367,584

TA/DA

2,005,672

1,785,809

Total

33,470,047

28,629,872

23.00 Financial Expenses: Tk. 19,684,850

Long Term Loan

13,799,904

17,502,110

Short Term Loan

5,785,237

6,179,875

Bank Charges & Commission

99,709

108,410

Total

19,684,850

23,790,395

24.00 Other Income: Tk. 92,524

The above figure represents the bank interest earned on SND account of the Company.

25.00 Contribution to Workers' Profit Participation Fund (WPPF): Tk. 5,011,251

This represents 5% of the net profit after charging such contribution but before tax contribution by the Company as per provisions of Bangladesh Labour Law, 2006.

26.00 Income Tax Expenses: Tk. 37,973,970

Provision for Tax

35,078,754

32,734,791

Deferred Tax

2,895,216

5,965,390

Total

37,973,970

38,700,181

Income tax provision has been made 35.00% on net profit as per Finance Act, 2016.

27.00 Earnings per Share (EPS): Tk. 1.76

The Computation of EPS is given below:

Earnings attributable to the Shareholders (net profit after tax) 62,251,041

54,827,794

Weighted average number of Shares

35,350,000

12,430,822

Basic Earnings per Share (EPS) (Per value Tk. 10) 1.76

4.41


2015-2016 2014-2015 Taka Taka

Calculation of weighted average number of shares:

For the Financial Year 2014-2015:

Days of utilization of shares

Allotment of shares-existence x ------------------------------------------- = No of shares

Days of whole year

365

10,000,000 x -------------------------------------------

= 10,000,000

365

Days of utilization of shares

Allotment of shares-further issue x -------------------------------------------

Days of whole year

35

25,350,000 x -------------------------------------------

= 2,430,822

365

Total weighted average number of shares outstanding during the year = 12,430,822

The paid-up capital amounting to Tk. 253,500,000 has been increased through issuance of 25,350,000 shares @ Tk. 10/- each on 27-05-2015.

28.00 Net Asset Value (NAV) per Share: Tk. 15.88

The Computation of NAV is given below:

Net Assets

561,421,894

499,170,853

Number of Shares outstanding during the year 35,350,000

35,350,000

Net Asset Value (NAV) per Share

15.88

14.12

29.00 Net Operating Cash Flows per Share (NOCFPS): Tk. 1.39

The Computation of NOCFPS is given below:

Net Cash Generated from Operating Activities 49,210,325

35,927,923

Weighted average number of Shares

35,350,000

12,430,822

Net Operating Cash Flows per Share (NOCFPS) 1.39

2.89

30.00 Related Notes for Statement of Cash Flows:

30.01 Collection from Customers & Others:

Turnover from P/L

413,810,745

388,157,162

Other Income

92,524

157,095

Change in Accounts Receivable

(39,987,973)

(36,601,491)

373,915,296

351,712,766

30.02 Payment to Suppliers, Employees & Others:

Cash Paid to Suppliers:

COGS from P/L without Employee Cost

(230,998,373)

(217,500,412)

Changes in Inventory

(35,033,895)

(73,256,143)

Changes in Sundry Creditors

234,168

174,003

Changes in Advance to Supplier

(6,310,732)

16,981,260

Depreciation

46,334,017

42,591,482

Total

(225,774,815)

(231,009,810)

Cash Paid to Employees:

Employees Cost (FOH, Admin. & Selling) (44,423,249)

(37,132,863)

Changes in Salary Payable

(289,433)

469,916

Changes in Advance Employees Cost

(98,800)

(33,338)

Total

(44,811,482)

(36,696,285)

Paid to Others (Operating Expenses):

Administrative Expenses without Employees Cost (4,566,896)

(3,780,576)

Selling & Distribution Expenses without Employees Cost (8,993,639)

(7,905,637)

Changes in Promotional Items

(752,125)

(1,703,082)

Changes in Other Payable

(32,674,504)

(2,632,089)

Changes in Advances, Deposits & Pre-payments without AIT 228,155

239,451

Depreciation

1,357,898

1,079,140

Total

(45,401,111)

(14,702,793)

Total Payment to Suppliers, Employees & Others (315,987,408)

(282,408,888)

30.03 Income Tax Paid

Change in Advance Income Tax

(36,575,955)

(33,375,955)

Total

(36,575,955)

(33,375,955)


31.00 Commission, Brokerage or Discount:

No brokerage and discount against sales was paid during the year.

32.00 Payment made in Foreign Currency:

No expenses including Royalty, Technical Experts & Professional Advisory Fees and Interest etc. were incurred or paid in foreign currencies during the financial year.

33.00 Finance Lease Commitment:

As at 30-06-2016, there was no lease commitment under finance lease.

34.00 Claim not Acknowledged as debt:

There was no claim against the Company acknowledged as debt as on 30 June, 2016.

35.00 Related Party Transactions:

The Company has no related party transactions as per BAS-24 "Related Party Disclosures" except executive compensation received by 2 Directors namely Abu Zafar Enayet Rasul as Managing Director and Syed Amrirul Islam as Chief Executive Officer (CEO) for the year ended 30 June, 2016.

Name of the Directors Designation Basic Salary Others Total

Abu Zafar Enayet Rasul Managing Director 552,000 456,000 1,008,000

Syed Amrirul Islam Chief Executive Officer (CEO) 492,000 410,000 902,000

Total 1,044,000 866,000 1,910,000

Any other Directors except the above mentioned two have taken no remuneration/salary/executive compensation. No board meeting fees has been paid during the year.

36.00 Attendance Status of Board Meeting of Directors:

During the year ended 30 June, 2016 there were six Board Meetings were held. The attendance status of all the meetings is as follows:

Name of the Directors Designation Meeting held Attendance

Abu Zafar Enayet Rasul Managing Director 7 7

Abu Saeed Shaukat Ahmed Chairman 7 6

Abdul Mannan Director 7 7

Syed Amrirul Islam Director 7 7

M. A. Bari Director 7 7

Muhammed Ahmed Ali Director 7 2

A U M Mamun Chowdhury Independent Director 4 4

Md. Munshi Moniruzzaman Independent Director 4 4

37.00 Audit Fees:

Auditors' remuneration comprises audit fees only. 38.00 Un-availed Credit Facilities:

There are no credit facilities available to the Company under any contract (other than credit available in ordinary course of business) at the Statement of Financial Position date.

39.00 Contingent Liabilities:

There is no contingent liabilities of the Company during the year.

40.00 Financial Risk Measurement:

The management of Company has overall responsibility for the establishment and oversight of the Company’s risk management framework. Risk management policies, procedures and systems are reviewed regularly to reflect changes in market conditions and the Company’s activities. The Company has exposure to the following risks for its use of financial instruments.

- Credit risk;

- Liquidity risk;

- Market risk;

- Currency risk.

Credit Risk:

Credit risk is the risk of a financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the Company’s receivables. Management has a credit policy in place and exposure to credit risk is monitored on an ongoing basis. Risk exposures from other financial assets, i.e. cash at bank and other external receivables are nominal.


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’s approach to managing liquidity (cash and cash equivalents) is to ensure as far as possible, that it will always have sufficient cash and cash equivalent to meet expected operational expenses including financial obligations through preparation of the cash flow forecast with due consideration of time line of payment of the financial obligation and accordingly arrange for sufficient liquidity/fund to make the expected payment within due date.

Market Risk:

Market is the risk that any change in market prices such as foreign exchange rates and interest will affect the Company’s income or the value of its holdings financial instruments. The objective of the market risk management is to manage and control market risk exposures within acceptable parameters.

Currency Risk:

The Company is exposed to currency risk on certain revenues and purchases such as revenue from foreign customers and import of raw materials, machineries and equipment. Majority of the Company’s foreign currency transactions are denominated in USD and relate to procurement of raw materials, machineries and equipment from abroad.

41.00 Events after the Reporting Period:

No material events had occurred from the end of the reporting period to the date of issue of this Financial Statements, which could materially affect the values stated in the Financial Statements.

42.00 Disclosure as per requirement of Schedule XI, Part II of the Companies Act, 1994:

A. Disclosure as per requirement of Schedule XI, Part II, Note 5 of Para 3:

Employee position of the company as at 30 June, 2016:

Salary (Monthly) Officer & Staff

Worker Total

Employees

Factory Head Office

Below Tk. 3,000/- - - - -

Above Tk. 3,000/- 24 255 83 362

for the year ended 30-06-2016 24 255 83 362

for the year ended 30-06-2015 23 282 85 390

B. Disclosure as per requirement of Schedule XI, Part II, Para 4:

Name of Directors Designation Basic Salary Others

Total payment on 30-06-2016

Total payment on 30-06-2015

Abu Saeed Shaukat Ahmed Chairman - - - -

Abu Zafar Enayet Rasul Managing Director 552,000 456,000 1,008,000 984,000

Syed Amrirul Islam

Chief Executive Officer (CEO)

492,000 410,000 902,000 878,000

Abdul Mannan Director - - - -

M. A. Bari Director - - - -

Muhammed Ahmed Ali Director - - - -

Total 1,044,000 866,000 1,910,000 1,862,000

Period of payment to Directors is from 01 July, 2015 to 30 June, 2016.

The above Directors of the company did not take any benefit from the Company and the follows:

a. Expenses reimbursed to the managing agent - Nil

b. Commission or other remuneration payable separately to a managing agent or his associate -Nil

c. 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 such concerns with the company-Nil

d. The money value of the contracts for the sale or purchase of goods and materials or supply of services, enter into by the company with the managing agent or his associate during the financial year-Nil

e. Any other perquisites or benefits in cash or in kind stating-Nil

f. Other allowances and commission including guarantee commission-Nil

Pensions, etc.-

1) Pensions-Nil

2) Gratuities-Nil

3) Payment from Provident Fund-Nil

4) Compensation for loss of office-Nil

5) Consideration in connection with retirement from office-Nil


C. Disclosure as per requirement of Schedule XI, Part II, Para 7:

Details of production capacity utilization:

Item Unit Production Capacity Actual Production Capacity Utilization

Tablet & Capsule Million Pcs 160.00 128.18 80.11%

Liquid & Ointment Million Pcs 1.50 0.96 64.00%

(Based on one shift)

D. Disclosure as per requirement of Schedule XI, Part II, Para 8:

Raw materials, spare parts, packing materials and capital machinery:

Items

Total Purchase (BDT)

Consumption (BDT) % of consumption of total purchase

Raw materials 154,465,782 142,812,826 92.46%

Spare parts 3,391,172 1,687,954 49.77%

Packing materials 59,078,562 57,790,269 97.82%

Total 216,935,516 202,291,049

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, 2015 to 30 June, 2016 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;

iii) The value of export represents for the period from 01 July, 2015 to 30 June, 2016.

E. 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 Applicable

3(i)(c ) Brokerage and discount on sales, other than the usual trade discount Not Applicable

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 Applicable

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 Applicable

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 Applicable

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 Applicable

3(i)(n)(ii) Amount withdrawn from above mentioned reserve Not Applicable

3(i)(o)(i) Amount set aside to provisions made for meeting specific liabilities, contingencies of commitments.

Not Applicable

3(i)(o)(ii) Amount withdrawn from above mentioned provisions, as no longer required. Not Applicable

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 bonous (2) Contribution to provident and other funds (3) Worksmen and staff welfare expenses to the extent not adjusted from any previous provision or reserve.

Complied


F. Disclosure of Advances, Deposits and Pre-payments of Schedule XI of the Companies 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 30-06-2016 30-06-2015

Advances, Deposits and Pre-payments exceeding 6 months 99,048,115 64,072,160

Advances, Deposits and Pre-payments not exceeding 6 months 35,837,595 28,231,868

Other Advances, Deposits & Pre-payments less provision Nil Nil

Advances, Deposits and Pre-payments considered good and secured Nil Nil

Advances, Deposits and Pre-payments considered goods without security Nil Nil

Advances, Deposits and Pre-payments considered doubtful or bad Nil Nil

Advances, Deposits and Pre-payments due by Directors Nil Nil

Advances, Deposits and Pre-payments due by other officers (against salary) 375,650 276,850

Advances, Deposits and Pre-payments due from companies under same management

- -

Maximum Advances, Deposits & Pre-payments due by Directors Nil Nil

Maximum Advances, Deposits & Pre-payments due by Officers at any time Nil Nil

These financial statements should be read in conjunction with the annexed notes and were approved by the Board of Directors on 07 September, 2016 and were signed on its behalf by :

Sd/-

Chief Financial Officer

Sd/-

Managing Director

Sd/-

Director


Schedule of Property, Plant & Equipment

for the year ended 30 June, 2016

Annexure-A

Particulars

Cost Depreciation Written down

Balance as at Addition during Balance as at Rate Balance as at Charged during Balance as at value as at

01 July, 2015 the year 30 June, 2016 % 01 July, 2015 the year 30 June, 2016 30 June, 2016

Land & Land Development 55,259,840 5,625,089 60,884,929 - - - - 60,884,929

Factory Building 115,294,489 9,267,423 124,561,912 15 38,438,274 12,571,017 51,009,291 73,552,621

Plant & Machinery 264,264,356 18,206,845 282,471,201 15 80,614,342 29,595,772 110,210,114 172,261,087

Generator 3,555,780 - 3,555,780 10 1,456,127 209,965 1,666,092 1,889,688

Office Decoration 4,729,146 1,974,574 6,703,720 10 627,316 558,276 1,185,592 5,518,128

Office Equipment 5,236,536 855,743 6,092,279 15 1,557,991 648,053 2,206,044 3,886,235

Furniture & Fixture 1,709,717 365,190 2,074,907 10 467,914 151,569 619,483 1,455,424

Motor Vehicle 7,432,000 - 7,432,000 20 4,996,682 487,064 5,483,746 1,948,254

Books 629,855 - 629,855 - - - - 629,855

Laboratory Test Equipment 26,168,085 8,674,583 34,842,668 15 9,539,368 3,470,199 13,009,567 21,833,101

as at 30-06-2016 484,279,804 44,969,447 529,249,251 137,698,014 47,691,915 185,389,929 343,859,322

as at 30-06-2015 296,558,653 187,721,151 484,279,804 94,027,392 43,670,622 137,698,014 346,581,790

Allocation of Depreciation:

2014-2016 2014-2015

Taka Taka

Manufacturing A/C 46,334,017 42,591,482

Statement of Profit or Loss and Other Comprehensive Income

1,357,898 1,079,140

Total 47,691,915 43,670,622

Note:

During the year, major capital expenditures have been made due to establish of full pledged Micro Biological Laboratory and Product Development Department of the Company.


Schedule of Inventories

as at 30 June, 2016 Finished Goods:

A. Finished Goods at Factory:

Sl. No. Name of Product Quantity in Pcs Rate Stock Value

1 Adcal D 15 Tablet 417,097 3.76 1,568,283

2 Ambrocod Syrup 9,726 29.99 291,683

3 Amucef 200 Capsule 180,963 22.56 4,082,525

4 Amucef 400 Capsule 82,561 37.59 3,103,468

5 Amucef PFS 9,684 146.63 1,419,964

6 Amuran Tablet 142,443 1.50 213,665

7 Amzith 250 Capsule 41,551 15.04 624,886

8 Amzith 500 Tablet 65,903 26.32 1,734,567

9 Amzith PFS 3,117 97.74 304,656

10 Axefur 250 Tablet 153,503 18.80 2,885,856

11 Axefur 500 Tablet 26,253 33.83 888,126

12 Axefur PFS 10,459 148.91 1,557,430

13 Binafin 1% Cream 4,229 37.59 158,967

14 Bundrel 1% Cream 1,529 29.99 45,855

15 Cebeta Tablet 248,724 1.88 467,601

16 Clori HC 1% Cream 686 26.32 18,055

17 Coxitori 60 Tablet 344,112 5.26 1,810,029

18 Coxitori 120 Tablet 139,238 10.53 1,466,177

19 Desolet 236,964 1.88 445,492

20 DFC TR Capsule 140,165 1.88 263,510

21 Ecolet Cream 1,397 24.06 33,612

22 Esomo 20 Capsule 245,813 4.51 1,108,616

23 Esomo 40 Capsule 145,574 6.02 876,356

24 Flocip 500 Tablet 68,884 10.53 725,349

25 Flocip PFS 9,548 75.19 717,914

26 Flucolet 50 Capsule 71,354 6.02 429,551


28 Flucolet PFS 1,452 56.39 81,878

29 Montilet10 Tablet 21,594 11.28 243,580

30 Nitalet Tablet 36,809 4.51 166,082

31 Neozinc Syrup 22,138 26.24 580,901

32 Nopath Tablet 108,265 3.76 407,076

33 Omelet 20 Capsule 233,289 3.76 877,167

34 Omelet 40 Capsule 48,510 5.26 255,163

35 Pyrizin Tablet 85,187 2.26 192,523

36 Rheunil Tablet 571,683 2.26 1,292,004

37 Setir Tablet 169,051 1.50 253,577

38 SMR Tablet 357,739 6.02 2,153,588

39 Tempanil 500 Tablet 253,576 0.60 152,146

40 Tempanil Extra Tablet 205,800 1.43 294,294

41 Timofet Tablet 54,096 4.52 244,514

42 Toro Tablet 39,131 7.52 294,265

43 Voltacod Syrup 14,365 59.97 861,469

44 Volta Gold 15 Tablet 29,966 4.51 135,146

45 Volta Gold 30 Tablet 61,872 4.51 279,043

46 Xofedin 120 Tablet 387,198 4.89 1,893,398

47 Xofedin 180 Tablet 149,940 6.02 902,639

48 Zifov Capsule 221,309 2.26 500,158

Sub-total 39,768,185


B. Finished Goods at Depots:

Sl. No. Name of Product Quantity in Pcs Rate

1 Adcal D Tablet 14,612 11.28 164,823

2 Adcal D Tablet (15) 73,206 3.76 275,255

3 Ambrocod Syrup 3,607 29.99 108,173

4 Amucef 200 Capsule 38,420 22.56 866,755

5 Amucef 400 Capsule 9,708 37.59 364,923

6 Amucef PFS 3,825 146.63 560,859

7 Amuran Tablet 226,234 1.50 339,351

8 Amzith 250 Capsule 13,521 15.04 203,356

9 Amzith 500 Tablet 74,106 26.32 1,950,470

10 Amzith PFS 4,085 97.74 399,267

11 Axefur 250 Tablet 34,309 18.80 645,010

12 Axefur 500 Tablet 10,214 33.83 345,540

13 Axefur PFS 2,471 140.91 348,185

14 Binafin 1% Cream 504 37.59 18,945

15 Burndel 1% Cream 2,339 29.99 70,146

16 Cebeta Tab 52,920 1.88 99,490

17 Clori HC Cream 2,570 26.32 67,648

18 Coxitori 120 52,979 10.53 557,869

19 Coxitori 60 48,201 5.26 253,537

20 Desolet Tablet 102,606 1.88 192,899

21 DFC TR Capsule 41,601 1.88 78,210

22 Ecolet Cream 1,352 24.06 32,529

23 Esomo 20 Capsule 303,320 4.51 1,367,973

24 Esomo 40 Capsule 41,101 6.02 247,428

25 Flocip 500 Tablet 54,552 10.53 574,432

26 Flocip PFS 5,487 75.19 412,567



29 Flucolet PFS 2,036 56.39 114,810

30 Montilet 10 mg Tab 17,023 11.28 192,019

31 Neozinc Syrup 4,717 26.24 123,774

32 Nopath Tablet 122,774 3.76 461,630

33 Omelet 20 Capsule 336,130 3.76 1,263,849

34 Omelet 40 Capsule 87,803 5.26 461,844

35 Pyrizin Tablet 97,020 2.26 219,265

36 Rheunil Tablet 221,235 2.26 499,991

37 Setir 10 Tablet 196,392 1.50 294,588

38 SMR Tablet 44,850 6.02 269,997

39 Tempanil Extra Tablet 121,128 1.43 173,213

40 Tempanil 500 Tablet 220,499 0.60 132,299

41 Timofet Tablet 61,812 4.52 279,390

42 Toro 10 Mg Tablet 119,511 7.52 898,723

43 Volta Gold Tablet (30) 53,251 4.51 240,161

44 Voltacod Syrup 4,675 59.97 280,360

45 Xofedin 120 mg Tablet 69,722 4.89 340,941

46 Xofedin 180 mg Tablet 15,655 6.02 94,243

47 Zifov Capsule 13,524 2.26 30,564

Sub-total 17,411,328

Grand-total (A + B) 57,179,513


Raw Materials:

A. Active Materials:

Sl. No. Name of Product Qty in Pcs/kg Rate Stock Value

1 Aceclofenac 621 2,600.00 1,615,121

2 Azithromycin Dihydrate (Comp.) 2,276 13,000.00 29,591,107

3 Azithromycin Dihydrate (Micr.) 466 12,500.00 5,823,752

4 Baclofen 31 18,160.00 564,050

5 Boron Citrate Blend 5% 12 9,200.00 114,301

6 Caffeine 311 1,500.00 465,900

7 Calcium Carbonate 2,485 52.00 129,210

8 Cefixime Trihydrate Compacted 466 12,400.00 5,777,162

9 Cefixime Trihydrate Micronized 248 11,200.00 2,782,977

10 Cefuroxime Axetil 765 11,440.00 8,754,886

11 Cetirizine HCL 155 5,500.00 854,150

12 Chromium Chloride Hexahydrate 12 8,800.00 109,331

13 Ciprofloxacin HCL (Comp.) 621 3,200.00 1,987,841

14 Cupric Oxide 25 9,500.00 236,056

15 Cyanocobalamine 1% 62 4,500.00 279,540

16 D-Biotin 0 800.00 214

17 Desloratadine 31 45,000.00 1,397,700

18 Dibasic Calcium Phosphate Anhy. 851 220.00 187,230

19 Diclofenac Sodium 50% Pellets 1,242 1,200.00 1,490,880

20 D-Pantothenic Acid 78 2,500.00 195,678

21 Dried Ferrous Sulphate 30 180.00 5,470

22 Dry Coated Ascorbic Acid 168 650.00 109,021

23 Dry Vitamin A Acetate (T 500-600) 118 4,600.00 542,929

24 Dry Vitamin E Acetate (50% 155 2,800.00 434,840

25 Econazole Nitrate 19 12,000.00 223,632

26 Esomeprazole Pellets 3,106 2,500.00 7,765,003

27 Etoricoxib 152 23,200.00 3,524,919

28 Fexofenadine HCL 155 13,500.00 2,096,551

29 Fluconazole 62 10,000.00 621,200

30 Hydrocortisone 31 80,000.00 2,484,801

31 Iron, Folic Acid, Vit-B Complex, Vit-C, Zinc (Pellets) 1,242 1,300.00 1,615,121

32 Ketorolac Tromethamine 62 23,000.00 1,428,760

33 Lutein 5% 37 7,100.00 264,631

34 Manganese Sulphate Monohydrate 155 150.00 23,295

35 Magnesium Oxide 335 550.00 184,496

36 Montelukast Sodium 62 91,000.00 5,652,922

37 Nicotinamide 141 950.00 133,602

38 Nickel Sulphate Hexahydrate 6 600.00 3,727

39 Omeprazole Pellets 2,994 2,000.00 5,987,742

40 Riboflavin 12 12,000.00 149,088

41 Paracetamol 1,864 483.00 900,119

42 Potassium Chloride 264 60.00 15,848

43 Potassium Lodide 5 9,500.00 49,690

44 Pyridoxine Hydro Chloride 311 2,900.00 900,740

45 Silver Sulphadiazine 31 11,000.00 341,660

46 Sodium Metavandate Tetra hydrtae 3 9,000.00 27,954

47 Sodium Molybdate Dihydrate 6 23,000.00 142,876

48 Sodium Selenate 0.36 21,000.00 7,566

49 Stannous Chloride Dihydrate 0.44 10,000.00 4,411

50 Tiemonium Methyl Sulphate 155 12,800.00 1,987,841

51 Thiamine Mononitrate 155 3,200.00 496,960

52 Vitamin D3 31 4,200.00 130,452

53 Vitamin K 3 10,500.00 35,092

51 Zinc Oxide 130 420.00 54,790

Sub-total 100,704,833


B. Excepients & Others:

Sl. No. Name of Product Qty in Pcs/kg Rate Stock Value

1 Aerosil 200 59 1,500.00 89,145

2 Amucef 200 Cap-Shell 1,822,849 0.13 236,970

3 Amucef 400 Cap-Shell 576,660 0.13 74,966

4 Amzith Cap-Shell 31,060 0.13 4,038

5 Aspartame 20 2,150.00 42,031

6 Avicel PH 101 217 410.00 89,142

7 Avicel PH 102 683 410.00 280,161

8 Avicel ( RC-591) 3 450.00 1,482

9 Benzyl Alcohol 9 850.00 7,809

10 Carnauba Wax 9 2,500.00 22,984

11 Cetostearyl Alcohol 205 370.00 75,849

12 Cetyl Alcohol 16 600.00 9,542

13 Citric Acid 9 95.00 852

14 Croscarmellose Sodium 31 1,400.00 42,715

15 Crospovidone 93 1,830.00 170,519

16 Dextrose 919 105.00 96,535

17 DFC TR Cap-Shell 667,169 0.13 86,732

18 Esomo-20 Cap-Shell 4,879,652 0.13 634,355

19 Erythrosine Lake 0.46 900.00 414

20 Flucolet 50 Cap-Shell 1,931,933 0.13 251,151

21 Flucolet 150 Cap-Shell 273,328 0.13 35,533

22 Glycerin 155 115.00 17,860

23 HPMC 99 950.00 94,422

24 Insta Coat Smart 106 5,680.00 599,831

25 Insta Moistshield Aqua-ΙΙ 248 3,400.00 844,832

26 Isopropyl Alcohol 1,634 187.00 305,512

27 Lactose 273 400.00 109,331

28 Liquid Paraffin 186 1,200.00 223,632

29 Ludipress 248 1,550.00 385,144

30 Magnesium Stearate 50 450.00 22,363

31 Maize Starch 435 105.00 45,658

32 Mango Powder Flavor 43 1,200.00 52,181

33 Methyl Paraben 8 950.00 7,176

34 Methyl Paraben Sodium 8 600.00 4,532

35 Methylene Chloride 1,584 115.00 182,167

36 NPS 14/20 101 700.00 70,488

37 NPS 18/24 149 600.00 89,453

38 Orange Flavor 385 900.00 346,630

39 Omelet-20 Cap-Shell 1,497,092 0.13 194,622

40 Omelet-40 Cap-Shell 692,638 0.13 90,043

41 Polyethlene Glycol-6000 26 450.00 11,559

42 Povidone K-30 62 850.00 52,802

43 Propyl Paraben 1 1,050.00 652

44 Propyl Paraben Sodium 12 900.00 11,182

45 Propylene Glycol 155 105.00 16,307

46 Purified Talc 67 250.00 16,741

47 Quinolone Yellow Lake 3 2,000.00 6,771

48 Red Oxide Colour 2 8,000.00 15,903

49 Saccharin Sodium 10 350.00 3,653


50 Sodium VBenzoate 5 165.00 747

51 Sodium Chloride 236 38.00 8,970

52 Sodium Citrate (Anhydrous) 31 185.00 5,746

53 Sodium Starch Glycolate 56 550.00 30,749

54 Sorbitan Mono Stearate 60 62 1,200.00 74,544

55 Starch-1500 143 900.00 128,588

56 Sugar 168 40.00 6,728

57 Titanium Dioxide 62 750.00 46,590

58 Triethanol Amine 31 1,200.00 37,272

59 Tween -80 62 430.00 26,712

60 White Soft Parafin 134 250.00 33,612

61 Xanthan Gum 6 750.00 4,612

62 Zifov Cap-Shell 3,765,281 0.13 489,486

Sub-total 6,968,728

Grand-total (A + B) 107,673,561

Packing Materials:

Sl. No. Name of Material Qty in Pcs/kg Rate/Pcs/Kg Total Value

1 28 mm P P Cap 379,620 1.55 588,411

2 35 ml Glass Bottle 45,562 2.87 130,900

3 75 ml Glass Bottle 35,785 3.63 130,041

4 100 ml Pet Bottle 44,382 6.44 285,823

5 130 ml Glass Bottle 60,153 4.34 260,822

6 Alu Alu Foil 219 mm 5,665 595.00 3,370,381

7 Catch Cover 217,636 1.50 326,453

8 Container 28,441 4.50 127,986

9 Inner Carton 158,841 3.00 476,524

10 Label 1,036,010 1.20 1,243,212

11 Mesasuring Cup 228,232 0.75 171,174

12 Print Foil 10,474 875.00 9,164,319

13 PVC 220 mm 4,561 250.00 1,140,226

14 PVC 230 mm 2,369 250.00 592,169

15 PVC 230 mm 4,833 250.00 1,208,132

16 Shipping Carton 26,863 15.00 402,942

17 Spoon 169,631 0.55 93,297

18 Tube 40,805 3.50 142,819

Total 19,855,634

Work-in-Process:

Sl. No. Name of Product Quantity/Batch (PCS) Value

1 Amuran Tablet 526,375 789,563

2 Amucef 400 Capsule 112,931 3,561,848

3 Flucolet PFS 1,799 101,459

4 Omelet 20 Capsule 338,259 840,034

5 Tempanil Extra Tablet 144,221 206,236

6 Volta Gold Tablet 345,133 1,069,912

Total 6,569,052


Schedule of Spare Parts & Supplies as at 30 June, 2016

Annexure-C

Sl. No.

Machine Name & Parts No. of Parts

Value Total Value

A Blister Alu Alu PVC Set

1 Guid Real

2 Set 107,000 214,000

2 Forming Plate

3 Sealing Plate

4 Cooling Plate

5 Air Plate

6 Cuter 2 Set 292,300 584,600

B Alu Alu Set

1 Guid Real

3 Set 284,700 854,100

2 Forming Plate

3 Sealing Plate

4 Cooling Plate

5 Air Plate

6 Cuter 2 Set 288,950 577,900

C Tablet Compression Machine - ACRA, by Fluid Pack, 27 Station

1 Die Punch 3 Sets 243,500 730,500

2 Hopper 1 Sets 30,000 30,000

3 Channel 2 Sets 12,512 25,024

4 Feed Frame 3 Sets 23,000 69,000

D Tablet Compression Machine-ACRA, by Fluid Pack, 27 Station

1 Punch 4 Sets 243,500 974,000

2 Hopper 4 Sets 30,000 120,000

3 Channel 4 Sets 12,512 50,048

4 Feed Frame 4 Sets 23,000 92,000

5 Dust Collector 2 Set 480,000 960,000

6 Detester 2 Set 392,000 784,000

7 Polish Machine 5 Set 170,000 850,000

E Coating Machine 1 (China)

1 Peristaltic Pump 3 Set 225,000 675,000

2 Motorized Solution Preparative Vet 2 Set 100,000 200,000

3 Dust Extractor 2 Set 200,000 400,000

4 Spray Gun 2 Set 100,000 200,000

F Hand Capsule Machine

1 Casing Plate 2 Sets 15,000 30,000

2 Loader Plate 1 Sets 4,456 4,456

G Liquid Filling Machine

1 Star Wheel 1 Sets 21,000 21,000

2 Channel 1 Sets 10,046 10,046

Total 8,455,674


Annexure-C

Sl. No. Name of Items Quantity (Pcs) Price/Pcs Total Value

Promotional Material:

01 Savlon Hand Wash (Amzith) 1,129 80.00 90,320

02 Savlon Hand Wash (Esomo) 1,129 80.00 90,320

03 Savlon Hand Wash (Axefur) 904 80.00 72,320

04 Savlon Hand Wash (Amucef) 904 80.00 72,320

05 Tissue Box (Esomo) 6,776 30.00 203,280

06 Tissue Box (Amzith) 6,776 30.00 203,280

07 Tissue Box (Axefur) 6,776 25.00 169,400

08 Tissue Box (Amucef) 6,776 25.00 169,400

09 Tissue Box (Voltacod) 3,388 25.00 84,700

10 Tissue Box (Neozinc) 3,388 25.00 84,700

11 Pen Stand (Amzith + Esomo) 1,694 70.00 118,580

12 Gel Pen (Axefur) 8,538 25.00 213,450

13 Gel Pen (Amucef) 6,291 25.00 157,275

14 Gel Pen (Amzith) 14,767 25.00 369,175

15 Gel Pen (Esomo) 11,576 25.00 289,400

16 Gel Pen (Montilet) 3,389 30.00 101,670

17 Ball Pen (Omelet) 35,576 5.00 177,880

18 Ball Pen (Adcal D) 11,294 15.00 169,410

19 Ball Pen (Zifov) 8,938 15.00 134,070

20 Biriyani Mix (Axefur) 361 120.00 43,320

21 Khichuri Mix (Amucef) 452 120.00 54,240

22 Chotpoti Mix (Amzith) 254 50.00 12,700

23 Khir Mix (Esomo) 678 50.00 33,900

24 Ceramic Mug (Cefilet) 201 150.00 30,150

25 Big Pad (Amzith) 5,082 40.00 203,280

26 Big Pad (Esomo) 7,115 40.00 284,600

27 Big Pad (Axefur) 2,823 40.00 112,920

28 Big Pad (Amucef) 6,274 40.00 250,960

29 Pocket Pad (Omelet + Toro) 7,059 10.00 70,590

30 Highlighter (Axefur) 904 105.00 94,920

31 Spoon (Amzith) 1,129 120.00 135,480

32 Spoon (Nopath) 1,129 120.00 135,480

33 Deodorant (Amzith) 1,242 80.00 99,360

34 Face Wash (Esomo) 1,242 110.00 136,620

35 Face Wash (Axefur) 791 85.00 67,235

36 Ramadan Book (Esomo) 1,355 100.00 135,500

37 Slip Pad Holder (Axefur) 904 80.00 72,320

38 Key Ring (Amucef) 904 80.00 72,320

39 Key Ring (Axefur) 904 80.00 72,320

Literature Item:

40 Show Card (Amzith) 37,887 5.00 189,435

41 Show Card (Esomo) 31,126 5.00 155,630

42 Literature (Axefur) 20,724 8.50 176,154

43 Literature (Amucef) 19,426 8.50 165,121

44 Show Card (Amucef) 13,541 5.00 67,705

45 Show Card (Axefur) 12,898 5.00 64,490

46 Literature (Timofet) 7,014 8.50 59,619

47 Literature (SMR) 7,014 8.50 59,619

48 Show Card (Montilet) 9,599 5.00 47,995

49 Show Card (Neozinc) 4,292 5.00 21,460

50 Show Card (Ambrocod) 4,743 5.00 23,715

51 Show Card (Voltacod) 4,969 5.00 24,845

52 Show Card (Nopath) 11,124 5.00 55,620

53 Small Literature (Cefilet) 9,882 5.00 49,410

54 Small Literature (Amupime) 3,953 5.00 19,765

55 Chemist Pad 8,753 10.00 87,530

56 Product Card 25,029 4.50 112,631

57 Sticker (Omelet) 5,669 5.00 28,345

58 Literature (Toro) 5,252 8.50 44,642

59 Literature (Zifov) 1,717 8.50 14,595

60 Drop Card (Burndel) 4,861 1.50 7,292

Grand Total 6,564,783

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

Not applicable for Amulet Pharmaceuticals Ltd. as it is not a holding Company


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


Auditors' Certificate regarding Ratio Analysis

The following ratios have been computed from the Audited Financial Statements of Amulet Pharmaceuticals Ltd. for the year ended 30 June, 2016, 2015, 2014, 2013 and 2012:

Amount in Taka

Name of Ratio Formula

Amount in Taka

30-06-2016 30-06-2015 30-06-2014 30-06-2013 30-06-2012

Calculation Result

% Calculation

Result %

Calculation Result % Calculation Result

% Calculation

Result %

A. Liquidity Ratios:

1

Current Ratio Current Assets

499,603,976

2.27 396,600,359

2.17 252,393,598

1.62 86,259,024

0.83 73,013,569

1.50 Current Liability

220,524,821 182,727,656 155,412,390 103,337,284 48,538,361

2

Quick Ratio Current Assets - Inventory

308,326,216

1.40 238,653,276

1.31 166,373,994

1.07 45,401,767

0.44 36,009,021

0.74 Current Liability

220,524,821 182,727,656 155,412,390 103,337,284 48,538,361

3

Time Interest Earned Ratio (Times)

Operating Income

124,828,588 6.34

121,837,674 5.12

77,823,643 3.59

49,488,123 2.49

28,511,257 3.67

Interest expenses

19,684,850 23,790,395 21,692,270 19,861,361 7,760,689

4

Debt to Equity Ratio Total Debt (Total Liabilities)

282,041,404

0.50 244,011,296

0.49 224,081,800

0.97 185,153,341

3.16 157,779,251

3.70 Total stockholder's equity

561,421,894 499,170,853 230,843,059 58,666,753 42,648,292

B. Operating Ratios:

1

Accounts Receivable Turnover Ratio (Times)

Turnover

413,810,745 3.24

388,157,162 4.34

294,467,820 7.22

212,055,360 17.07

40,576,835 15.03

Average Receivables

127,739,737 89,445,005 40,770,720 12,420,470 9,355,225

2

Inventory Turnover Ratio (Times)

Cost of goods sold

241,922,930 1.39

226,973,745 1.86

180,380,774 2.84

130,469,705 3.35

87,415,016 3.24

Average Inventory

174,612,422 121,983,344 63,438,431 38,930,903 26,985,282

4

Assets Turnover Ratio (Times)

Turnover

413,810,745 0.52

388,157,162 0.65

294,467,820 0.84

212,055,360 0.95

140,576,835 0.83

Average Total Assets

793,322,724 599,053,504 349,372,477 222,123,819 169,109,584 C. Profitability Ratios:

1 Gross Margin Ratio

Gross Profit

171,887,815 41.54%

161,183,417 41.53%

114,087,046 38.74%

81,585,655 38.47%

53,161,819 37.82%

Turnover

413,810,745 388,157,162 294,467,820 212,055,360 140,576,835

2

Operating Income Ratio Operating Profit

124,828,588

30.17% 121,837,674

31.39% 77,823,643

26.43% 49,488,123

23.34% 28,511,257

20.28% Turnover

413,810,745 388,157,162 294,467,820 212,055,360 140,576,835

3

Net Income Ratio Profit After Tax

62,251,041

15.04% 54,827,794

14.13% 33,176,306

11.27% 16,018,461

7.55% 10,714,309

7.62% Turnover

413,810,745 388,157,162 294,467,820 212,055,360 140,576,835


4

Return on Assets Ratio Profit After Tax

62,251,041

7.38% 54,827,794

7.38% 33,176,306

7.29% 16,018,461

6.57% 10,714,309

5.35% Total Assets

843,463,298 743,182,149 454,924,859 243,820,094 200,427,543

5

Return on Equity Ratio Profit After Tax

62,251,041

11.09% 54,827,794

10.98% 33,176,306

14.37% 16,018,461

27.30% 10,714,309

25.12% Shareholders Equity

561,421,894 499,170,853 230,843,059 58,666,753 42,648,292

6

Earnings Per Share (EPS) (Per value Tk. 10)

Profit After Tax

62,251,041 1.76

54,827,794 4.41

33,176,306 182.92

16,018,461 160.18

10,714,309 107.14 Weighted Average No. of

Shares Outstanding 35,350,000 12,430,822 181,370 100,000 100,000

7

EBITDA Margin

Earnings before Interest, Tax, Depreciation and Amortization (EBITDA)

167,601,776

40.50% 160,988,992

41.48% 104,564,493

35.51% 71,452,793

33.70% 47,352,131

33.68%

Turnover

413,810,745 388,157,162 294,467,820 212,055,360 140,576,835 D. Coverage Ratios:

1

Debt to Total Assets Ratios

Total Debt (Total Liabilities)

282,041,404 0.33

244,011,296 0.33

224,081,800 0.49

185,153,341 0.76

157,779,251 0.79

Total Asset

843,463,298 743,182,149 454,924,859 243,820,094 200,427,543

2

Debt to Service Coverage Ratio

Net Operating Income

124,828,588 2.38

121,837,674 2.20

77,823,643 1.22

49,488,123 0.98

28,511,257 -

Total debt service

52,460,000 55,344,000 63,629,346 50,450,052 - E. Cash Flow:

1

Net Operating Cash Flow Per Share


49,210,325

1.39

35,927,923

2.89

(54,202,749)

(298.85)

52,403,416

524.03

12,905,322

129.05 Weighted Average Number

of Shares 35,350,000 12,430,822 181,370 100,000 100,000

2

Net Operating Cash Flow Per Share/EPS

Net Operating Cash Flow Per Share

1.39 0.79

2.89 0.66

(298.85) (1.63)

524.03 3.27

129.05 1.20

Earnings Per Share (EPS)

1.76 4.41 182.92 160.18 107.14

We have examined the calculation of the above ratios of Amulet Pharmaceuticals Ltd. for the year ended 30 June, 2016, 2015, 2014, 2013 & 2012 and found them correct.





Comparison with the industry average ratios of same periods: For the year ended June 30, 2016 *** The Industry average ratio is calculated through using the ratio of 5 listed similar companies namely Square Pharmaceuticals Ltd, Beximco Pharmaceuticals Ltd, The IBN SINA Pharmaceutical Industry Ltd, Beacon Pharmaceuticals Limited and Central Pharmaceuticals Limited. For the year ended June 30, 2016 the annual report of this company is not prepared. So we can’t calculated the industry average ratio for the year ended June 30, 2016.

For the year ended June 30, 2015

Amulet Pharmaceuticals Ltd

Particulars

APL Industry

Average*** Remark/Explanation

June 30, 2015 (Ratio)


I. Liquidity Ratios

(i) Current Ratio 2.17 2.31 APL's Current Ratio is satisfactory with the industry average current ratio.

(ii) Quick Ratio 1.31 1.42 APL's Current Ratio is satisfactory with the industry average quick ratio.

(iii) Times Interest Earned Ratio 5.12 18.22 APL's Ratio is satisfactory as operating profit is sufficient to pay financial expense.

(iv) Debt to Equity Ratio 0.49 0.48 APL's Ratio better than the industry average ratio as debt burden is lower than equity.

II. Operating Ratios (i) Accounts Receivable Turnover Ratio

4.34 111.29 APL's Ratio is satisfactory as collection period is shorter.

(ii) Inventory Turnover Ratio 1.86 4.20 APL's Ratio is satisfactory as inventory is sold in shorter time.

(iii) Asset Turnover Ratio 0.65 0.81 APL's Ratio is satisfactory with the average industry.

III. Profitability Ratios

(i) Gross Margin Ratio 41.53% 53.51% APL's Ratio is satisfactory with the average industry.

(ii) Operating Profit Ratio 31.39% 24.98% APL's Ratio is better than the industry average ratio as higher operating profit.

(iii) Net Profit Ratio 14.13% 15.94% APL's Ratio is satisfactory

(iv) Return on Assets Ratio 7.38% 8.47% APL's Ratio is satisfactory with the average industry.

(v) Return on Equity Ratio 10.98% 12.00% APL's Ratio is satisfactory with the average industry.

(vi) Earnings per Share Ratio (EPS) 4.41 5.14 APL's Ratio is satisfactory with the average industry.

(vii) EBITDA Margin 41.48% - -

IV. Coverage Ratios

(i) Debt to total Assets Ratio 0.33 0.18 APL's Ratio is satisfactory with the average industry.

(ii) Debt Service Coverage Ratio 2.20 0.44 APL's Ratio is satisfactory as net operating profit is sufficient to pay financial expense and long term debt.

V. Cash Flow

(iii) Net Operating Cash Flow per Share

2.89 5.61 APL's Ratio is satisfactory as Net Operating Cash Flow is positive.

(iv) Net Operating Cash Flow per Share/EPS


*** The Industry average ratio is calculated through using the ratio of 5 listed similar companies namely Square Pharmaceuticals Ltd, Beximco Pharmaceuticals Ltd, The IBN SINA Pharmaceutical Industry Ltd, Beacon Pharmaceuticals Limited and Central Pharmaceuticals Limited for the year ended June 30, 2015. (Source: Annual Report & Financial Statement)




Particulars

APL Industry




I. Liquidity Ratios




(iv) Debt to Equity Ratio 0.97 0.44 APL's Ratio is higher than Industry average ratio.









(iv) Return on Assets Ratio 7.29% 7.29% APL's Ratio is similar with the industry average ratio.

(v) Return on Equity Ratio 14.37% 11.13% APL's Ratio is better than the industry average ratio as higher net profit.

(vi) Earnings per Share Ratio (EPS) 182.92 4.14 APL's Ratio is better than the average industry.

(vii) EBITDA Margin 35.51% 32.07 APL's Ratio is satisfactory with the average industry.

IV. Coverage Ratios



V. Cash Flow


(298.85) 5.68 APL's Ratio is negative as Net Operating Cash Flow is positive.


(1.63) 1.37 APL's Ratio is negative as Net Operating Cash Flow is positive.





Particulars

APL Industry




I. Liquidity Ratios













(iv) Return on Assets Ratio 6.57% 6.11% APL's Ratio is better than the industry average ratio as higher net profit.



(vii) EBITDA Margin 33.70% 32.22% APL's Ratio is satisfactory with the average industry.

IV. Coverage Ratios



V. Cash Flow









Particulars

APL Industry




I. Liquidity Ratios











(ii) Operating Profit Ratio 20.28% 22.77% APL's Ratio is satisfactory with the average industry.


(iv) Return on Assets Ratio 5.35% 6.69% APL's Ratio is satisfactory with the average industry.



(vii) EBITDA Margin 33.68% 35.02% APL's Ratio is satisfactory with the average industry.

IV. Coverage Ratios


(ii) Debt Service Coverage Ratio - 0.92 - V. Cash Flow







(d) Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the †Kv¤úvwb AvBb, 1994. The report shall include comparative income statements and balance sheet and aforementioned ratios for immediate 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 Certificates:

Amulet Pharmaceuticals Ltd. Auditors' Report under section 135(1) and paragraph 24(1) of Part -II of Third Schedule of the Companies Act, 1994

for the period from 01 July, 2011 to 30 June, 2016 We have examined the financial statements of Amulet Pharmaceuticals Ltd. for the years ended 30 June, 2016, 2015, 2014, 2013 &

2012. In pursuance of Section 135(1) under Paragraph 24(1) of Part -II of Third Schedule of the Companies Act, 1994 our report is as under: A.

Statement of Assets and Liabilities:

Amount in Taka

Amount in Taka

Amount in Taka

Amount in Taka

Amount in Taka

as at

30-06-2016

30-06-2015

30-06-2014

30-06-2013

30-06-2012

ASSETS

Non-Current Assets

Property, Plant & Equipment 343,859,322

346,581,790

202,531,261

157,561,070

127,413,974

Total Non-Current Assets 343,859,322

346,581,790

202,531,261

157,561,070

127,413,974

Current Assets

Inventories 191,277,760

157,947,083

86,019,604

40,857,257

37,004,548

Spare Parts & Supplies 15,020,457

12,565,114

9,533,368

3,970,796

1,951,685

Advances, Deposits & Pre-payments 135,261,360

92,304,028

76,115,446

30,483,831

19,345,658

Accounts Receivables 147,733,723

107,745,750

71,144,259

10,397,181

14,443,758

Cash & Cash Equivalents 10,310,676

26,038,384

9,580,921

549,959

267,920

Total Current Assets 499,603,976

396,600,359

252,393,598

86,259,024

73,013,569

TOTAL ASSETS 843,463,298

743,182,149

454,924,859

243,820,094

200,427,543

EQUITY & LIABILITIES

Shareholders' Equity

Share Capital 353,500,000

353,500,000

100,000,000

1,000,000

1,000,000

Share Money Deposit -

-

40,000,000

-

-

Retained Earnings 207,921,894

145,670,853

90,843,059

57,666,753

41,648,292

Total Shareholders' Equity 561,421,894

499,170,853

230,843,059

58,666,753

42,648,292

Non-Current Liabilities

Long Term Loan 45,123,095

47,785,368

61,136,528

75,854,861

104,896,210

Deferred Tax Liabilities 16,393,488

13,498,272

7,532,882

5,961,196

4,344,680

Total Non-Current Liabilities 61,516,583

61,283,640

68,669,410

81,816,057

109,240,890

Current Liabilities

Short Term Loan 46,755,390

41,492,853

66,004,607

30,976,329

19,612,432

Current Portion of Long Term Loan 52,460,000

55,344,000

38,940,000

38,940,000

-

Sundry Creditors 1,284,731

1,050,563

876,560

2,789,390

8,745,581

Liabilities for Expenses 1,677,628

1,906,774

1,396,024

2,408,949

2,961,395

Provision for Tax Liabilities 113,335,821

78,257,067

45,522,276

26,811,818

16,230,831

Workers' Profit Participation Fund 5,011,251

4,676,399

2,672,923

1,410,798

988,122

Total Current Liabilities 220,524,821

182,727,656

155,412,390

103,337,284

48,538,361

Total Liabilities 282,041,404

244,011,296

224,081,800

185,153,341

157,779,251

TOTAL EQUITY & LIABILITIES 843,463,298

743,182,149

454,924,859

243,820,094

200,427,543





B. Statement of Operating Results:

for the year ended

30-06-2016

30-06-2015

30-06-2014

30-06-2013

30-06-2012

Net Turnover 413,810,745

388,157,162

294,467,820

212,055,360

140,576,835

Cost of Goods Sales (241,922,930)

(226,973,745)

(180,380,774)

(130,469,705)

(87,415,016)

Gross Profit/(Loss) 171,887,815

161,183,417

114,087,046

81,585,655

53,161,819

Operating Expenses (47,059,227)

(39,345,743)

(36,263,403)

(32,097,532)

(24,650,562)

Administrative Expenses (13,589,180)

(10,715,871)

(9,701,076)

(7,736,837)

(6,298,829)

Selling & Distribution Expenses (33,470,047)

(28,629,872)

(26,562,327)

(24,360,695)

(18,351,733)

Operating Income 124,828,588

121,837,674

77,823,643

49,488,123

28,511,257

Other Income 92,524

157,095

-

-

-

Financial Expenses (19,684,850)

(23,790,395)

(21,692,270)

(19,861,361)

(7,760,689)

Net Profit/(Loss) before WPPF 105,236,262

98,204,374

56,131,373

29,626,762

20,750,568

Contribution to WPPF (5,011,251)

(4,676,399)

(2,672,923)

(1,410,798)

(988,122)

Net Profit/(Loss) before Tax 100,225,011

93,527,975

53,458,450

28,215,964

19,762,446

Income Tax Expenses (37,973,970)

(38,700,181)

(20,282,144)

(12,197,503)

(9,048,137)

Current Tax (35,078,754)

(32,734,791)

(18,710,458)

(10,580,987)

(7,410,917)

Deferred Tax (2,895,216)

(5,965,390)

(1,571,686)

(1,616,516)

(1,637,220)

Net Profit/(Loss) after Tax 62,251,041

54,827,794

33,176,306

16,018,461

10,714,309

C. Dividend:

The Company's data relating to dividend is as under:

Cash Dividend - % Nil

Nil

Nil

Nil

Nil

Stock Dividend (Bonus shares) - % Nil

Nil

Nil

Nil

Nil

D.

The Company was incorporated on 11 August, 1985 as a private limited Company in Bangladesh under the Companies Act, 1994 with the name of Healing Pharmaceuticals Ltd. and subsequently changed its name to Amulet Pharmaceuticals Ltd. on 28 January, 2008. On 24 July 2014, The Company registered itself as a Public Limited Company under the Companies Act, 1994. The share of the Company is denominated from Tk. 100 to Tk. 10 at 24 April, 2014;

E. The Statement of Assets and Liabilities (Statement of Financial Position) as at 30 June, 2016 of the Company has been duly certified by us;

F. We also certify the Statement of Operating Results (Statement of Comparative Income) for the year ended 30 June, 2016 of the Company;

H. No proceeds or part of proceeds of the issue of shares were applied directly or indirectly by the Company in the purchase of any other business;

I. The Company did not prepare any financial statements for any period subsequent to 30 June, 2016; and

J. Figures related to previous years have been rearranged wherever considered necessary.





e) Financial spread sheet analysis for the latest audited financial statements;

Financial spread sheet analysis for the latest audited financial statements;

Amulet Pharmaceuticals Ltd Statement of Financial Position

As at June 30, 2016

Particulars Amount Percentage on Total Asset Grand Total

ASSETS

NON-CURRENT ASSETS 343,859,322 40.77%

Property, Plant & Equipment 343,859,322 40.77%

Land Development 60,884,929 7.22%

Factory Building 73,552,621 8.72%

Plant & Machinery 172,261,087 20.42%

Generator 1,889,688 0.22%

Office Decoration 5,518,128 0.65%

Office Equipment 3,886,235 0.46%

Furniture & Fixture 1,455,424 0.17%

Motor Vehicle 1,948,254 0.23%

Books 629,855 0.07%

Laboratory Test Equipment 21,833,101 2.59%

CURRENT ASSETS 499,603,976 59.23%

Inventories 191,277,760 22.68%

Finished Goods 57,179,513 6.78%

Raw Materials 107,673,561 12.77%

Packing Materials 19,855,634 2.35%

Work-in-Process 6,569,052 0.78%

Spare Parts & Supplies 15,020,457 1.78%

Spare Parts 8,455,674 1.00%

Promotional & Literature Items 6,564,783 0.78%

Advances, Deposits & Pre-payments 135,261,360 16.04%

Advance to Employees 375,650 0.04%

Advance to Parties 15,889,672 1.88%

Advance against Issue Management Fees 200,000 0.02%

Advance Income Tax 116,986,252 13.87%

Advance against VAT 59,946 0.01%

Security Deposit-Electricity 243,390 0.03%

Security Deposit-BTCL 6,450 0.00%

Security Deposit-Office & Deport 1,500,000 0.18%

Accounts Receivable 147,733,723 17.52%

Cash & Bank Balances 10,310,676 1.22%

Total Assets 843,463,298 100.00%

EQUITY & LIABILITY

SHAREHOLDERS’ EQUITY 561,421,894 66.56%

Share Capital 353,500,000 41.91%

Share Money Deposit - -

Retained Earnings 207,921,894 24.65%

NON- CURRENT LIABILITIES 61,176,583 7.25%

Long-Term Loan 44,783,095 5.31%

Deferred Tax Liabilities 16,393,488 1.94%

CURRENT LIABILITIES 220,864,821 26.19%

Short Term Loan 46,755,390 5.54%

Current Portion of Long Term Loan 52,800,000 6.26%

Sundry Creditors 1,284,731 0.15%

Liabilities for Expenses 1,677,628 0.20%


Salary & Allowances 1,257,342 0.15%

Electricity (Factory) 215,962 0.03%

Electricity (Head Office) 8,956 0.00%

Telephone 368 0.00%

Office Rent 45,000 0.01%

Audit Fees 150,000 0.02%

Provision for income Tax 113,335,821 13.44%

Provision for WPPF 5,011,251 0.59%

Total Equity & Liability 843,463,298 100.00%


Director & Managing Director Amulet Pharmaceuticals Ltd.

Sd/- Kazi Mahmudul Hasan

CFO Amulet Pharmaceuticals Ltd.


Amulet Pharmaceuticals Ltd Statement of Profit and Loss and Other Comprehensive Income

For the Year Ended June 30, 2016

Particulars Year Ended June 30, 2016 Percentage on Total Turnover

Grand Percentage

Turnover 413,810,745 100.00%

Sales Revenue 413,810,745 100.00%

Less: Cost of Goods Sold 241,922,930 58.46%

Opening Work-in-Process 4,563,464 1.10%

Raw Materials Consumed 142,812,826 34.51%

Packing Materials Consumed 57,790,269 13.97%

Direct Expenses 10,924,557 2.64%

Manufacturing Overhead 50,784,706 12.27%

266,875,822

Less: Closing Work-in-process 6,569,052 (1.59%)

260,306,770

Opening Finished Goods 38,795,673 9.38%

Finished Goods available for Sale 299,102,443

Less: Closing Finished Goods 57,179,513 (13.82%)

Gross Profit/(Loss) 171,887,815 41.54%

Less: Operating Expenses 47,059,227 11.37%

Administrative Expenses 13,589,180 3.28%

Selling & Distribution Expenses 33,470,047 8.09%

Operating Income 124,828,588 30.17%

Less: Financial Expenses 19,684,850 4.76%

Add: Other Income 92,524 0.02%

Net Profit/(Loss) before WPPF 105,236,262 25.43%

Less: Contribution to WPPF 5,011,251 1.21%

Net Profit/(Loss) before Tax 100,225,011 24.22%

Less: Income Tax Expenses 37,973,970 9.18%

Provision for Tax 35,078,754 8.48%

Deferred Tax 2,895,216 0.70%

Net Profit/(Loss) after Tax 62,251,041 15.04%






Amulet Pharmaceuticals Ltd Worksheet Analysis

For the Year Ended June 30, 2016

Particulars Trial Balance Adjustment Adjusted Trial Balance

Statement of Profit or Loss and Other Comprehensive Income

Statement of Changes in Equity (retained Earnings)

Statement of Financial Position

Dr Cr Dr Cr Dr Cr Dr Cr Dr Cr Dr Cr

Property, Plant & Equipment 529,249,251 529,249,251 - 529,249,251

Accumulated Depreciation 137,698,014 47,691,915 - 185,389,929 185,389,929

Inventories 191,277,760 191,277,760 - 191,277,760

Spare Parts & Supplies 15,020,457 15,020,457 - 15,020,457

Advances, Deposits & Pre-payments

135,261,360 135,261,360 - 135,261,360

Accounts Receivable 147,733,723 147,733,723 - 147,733,723

Cash & Cash Equivalents 10,310,676 10,310,676 - 10,310,676

Share Capital 353,500,000 - 353,500,000 353,500,000

Retained Earnings (Opening) 145,670,853 - 145,670,853 145,670,853 -

Long Term Loan 44,783,095 - 44,783,095 44,783,095

Deferred Tax Liabilities 16,393,488 - 16,393,488 16,393,488

Short Term Loan 46,755,390 - 46,755,390 46,755,390

Current Portion of Long Term Loan

52,800,000 - 52,800,000 52,800,000

Sundry Creditor 1,284,731 - 1,284,731 1,284,731

Liabilities for Expenses - 1,677,628 - 1,677,628 1,677,628

Income Tax Payable 113,335,821 113,335,821 113,335,821

Workers Profit Participation Fund

5,011,251 5,011,251 - 5,011,251

Turnover 413,810,745 - 413,810,745 413,810,745

Cost of Goods Sold (Excluding Depreciation)

195,372,951 215,962 195,588,913 - 195,588,913

Administrative Expenses (Excluding Depreciation)

10,469,616 1,461,666 11,931,282 - 11,931,282

Selling & Distribution Expenses 33,770,047 33,770,047 - 33,770,047

Financial Expenses 19,684,850 19,684,850 - 19,684,850

Other Income 92,524 - 92,524 92,524

Current Tax 35,078,754 35,078,754 - 35,078,754

Workers' Profit Participation Fund

5,011,251 5,011,251 5,011,251

Depreciation 47,691,915 47,691,915 - 47,691,915

Deferred Tax 2,895,216 2,895,216 - 2,895,216

Net profit After Tax - - 62,251,041 62,251,041

Retained Earnings (Closing) - - 207,921,894 207,921,894

Total 1,331,135,912 1,331,135,912 49,369,543 49,369,543 1,380,505,455 1,380,505,455 413,903,269 413,903,269 207,921,894 207,921,894 1,028,853,227 1,028,853,227






(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;

As per audited statement as at June 30, 2016


Net profit after Tax 62,251,041

Total existing number of Share 35,350,000

Weighted average number of Share 35,350,000

Earnings per Share (EPS) – Fully Diluted Basis 1.76

Earnings per Share (EPS) – Weighted average no. of Share basis 1.76

(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;

As per audited statement as at June 30, 2016 Particulars Amount in BDT

Net profit before Tax 100,225,011

Less: Other Income 92,524

Net profit before tax except other income 100,132,487

Less: Deferred Tax Expenses 2,895,216

Less: Provision for Taxation 35,078,754

Net profit after tax except other income 62,158,517

No. of shares 35,350,000

Earnings per Share (EPS) 1.76

(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/reserve) per unit of the securities being offered at the date of the latest audited statement of financial position.

As per audited statement as at June 30, 2016


Share Capital 353,500,000

Retained Earnings 207,921,894

Total Shareholders’ Equity 561,421,894

Total Number of Ordinary Share 35,350,000

Net Assets Value (NAV) at BDT 10.00 per share 15.88

(j) The Commission may require the issuer to re-audit the audited financial statements, if any deficiency/anomaly is found in the financial statements. In such a case, cost of audit should be borne by the concerned issuer. This information is not applicable for us.


(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/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

For the Year ended June 30, 2016

Name of the Parties Nature of


Borrowings Balance as on June 30, 2016

Interest Rate (%)

Interest Paid (BDT)

Interest Accrued (BDT)

Pubali Bank Ltd. Lender Long term 69,050,934 12.00% 10,020,830 -

Pubali Bank Ltd. Lender Long term 6,580,630 12.00% 888,787 -



Sub Total 97,583,095 13,799,904 -

Pubali Bank Ltd. Lender Short term 46,755,390 12.00% 5,785,237 -

Sub Total 46,755,390 5,785,237 -

Grand Total 144,338,485 19,585,141 -





Interest Rate (%)

Interest Paid (BDT)





Sub Total 103,129,368 17,502,110 -


Sub Total 41,492,853 6,179,875 -

Grand Total 144,622,221 23,681,985 -





Interest Rate (%)

Interest Paid (BDT)



Sub Total 100,076,528 17,725,667 -


Sub Total 66,004,607 3,929,658 -

Grand Total 166,081,135 21,655,325 -





Interest Rate (%)

Interest Paid (BDT)



Sub Total 114,794,861 16,892,676 -


Sub Total 30,976,329 2,948,783 -

Grand Total 145,771,190 19,841,459 -





Interest Rate (%)

Interest Paid (BDT)



Sub Total 104,896,210 6,447,979 -


Sub Total 19,612,432 1,279,805 -

Grand Total 124,508,642 7,727,784 -



Sd/-


(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/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


Names of lenders Pubali Bank Ltd. Pubali Bank Ltd. Pubali Bank Ltd. Pubali Bank Ltd. Pubali Bank Ltd.

Purpose

Capital Machineries, Civil

Construction & Vehicles









Status of Asset Charged Land Mortgaged Land Mortgaged Land Mortgaged Land Mortgaged Land Mortgaged

Sanctioned Amount 86,248,000 86,248,000 86,248,000 86,248,000 86,248,000

Rate of Interest 12.00% 13.00% 13.00% 13.00% 13.00%

Primary Security/ Collateral/Other Security

Personal guarantee of

Directors


Directors


Directors


Directors


Directors

Re-payment schedule 60 Installments 60 Installments 60 Installments 60 Installments 60 Installments

Status (Current Balance) 69,050,934 76,044,104 100,076,528 114,794,861 104,896,210


Names of lenders Pubali Bank Ltd. Pubali Bank Ltd. Pubali Bank Ltd. - -

Purpose Retirement of L/C

documents Retirement of L/C

documents Retirement of L/C

documents - -

Status of Asset Charged Assets & book

debts Assets & book

debts Assets & book

debts - -

Sanctioned Amount 10,150,000 10,150,000 10,150,000 - -

Rate of Interest 12.00% 15.50% 15.50% - -



Directors


Directors


Directors - -

Re-payment schedule 78 Installments 78 Installments 78 Installments - -

Status (Current Balance) 6,680,630 6,558,343 - - -


Names of lenders Pubali Bank Ltd. Pubali Bank Ltd. - - -

Purpose Conversion Conversion - - -


debts Assets & book

debts - - -

Sanctioned Amount 25,400,000 25,400,000 - - -

Rate of Interest 12.00% 15.00%



Directors


Directors - - -

Re-payment schedule 12 Installments 12 Installments - - -

Status (Current Balance) 14,602,496 20,526,921 - - -


Names of lenders Pubali Bank Ltd. - - - -

Purpose Conversion - - - -


debts - - - -

Sanctioned Amount 8,500,000 - - - -

Rate of Interest 12.00%




Directors - - - -

Re-payment schedule 12 Installments - - - -

Status (Current Balance) 7,249,035 - - - -


Sd/-


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

Certification on unsecured loan with terms and conditions of Amulet Pharmaceuticals Ltd

This is to certify that Amulet Pharmaceuticals Limited has not taken any unsecured loan from any person/body/related party from 01 July 2011 to 30 June, 2016.


Sd/-


(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, workk-in process, finished goods and store & spare parts of Amulet Pharmaceuticals Ltd. for the last five years were as follows:


Raw Materials 107,673,561 96,020,605 51,451,480 13,901,762 17,145,788

Packing Materials 19,855,634 18,567,341 7,904,523 5,841,785 2,576,894

Work-In-Process 6,569,052 4,563,464 3,095,722 2,078,412 2,689,564

Finished Goods 57,179,513 38,795,673 23,567,879 19,035,298 14,592,302

Store & Spares parts 15,020,457 12,565,114 9,533,368 3,970,796 1,951,685

Total 206,298,217 170,512,197 95,552,972 44,828,053 38,956,233


Sd/-


(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 Amulet Pharmaceuticals Ltd

After due verification, we certify that the statement of trade receivables showing receivables from related party and connected persons of Amulet Pharmaceuticals Ltd. for the last five years were as follows:


General 147,733,723 107,745,750 71,144,259 10,397,181 14,443,758

From Related Party - - - - -

From Connected Persons - - - - -

Total 147,733,723 107,745,750 71,144,259 10,397,181 14,443,758


Sd/-



(vi) Statement of any loan given by the issuer including loans to related party or connected persons with rate of interest and interest realized/accrued;

Certification on Statement of any Loan Given by the issuer including loan to Related Party or Connected Persons with rate of interest and interest realized/accrued by the Amulet Pharmaceuticals Ltd

There is no such loan given by the Amulet Pharmaceuticals Ltd. including loans to related party or connected persons hence there is no interest realized or accrued for the period from 01 July, 2011 to 30 June, 2016.


Sd/-


(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 Amulet Pharmaceuticals Ltd


Interest income 92,524 157,095 - - -

Dividend income - - - - -

Discount received - - - - -

Other non-operating income - - - - -

Total 92,435 157,095 - - -


Sd/-


(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 Amulet Pharmaceuticals Ltd

After due verification, we certify that the turnover showing separately in cash and through banking channel of Amulet Pharmaceuticals Ltd. during last five years were as follows:


In Cash - - - - -

Through Banking Channel 373,915,296 351,712,766 233,720742 216,101,937 130,399,769

Total 373,915,296 351,712,766 233,720742 216,101,937 130,399,769


Sd/-



(ix) Statement of related party transaction;

Certification on Statement of Related Party Transaction of Amulet Pharmaceuticals Ltd After due verification, we certify that the status of related party transactions of Amulet Pharmaceuticals Ltd for the last five years were as follows:

Name Designation June 30, 2016 June 30, 2015 June 30, 2014 June 30, 2013 June 30, 2012 Abu Zafar Enayet Rasul Salary & Allowances 1,008,000 984,000 931,000 - -

Syed Amirul Islam Salary & Allowances 902,000 878,000 814,400 600,000 540,000


Sd/-


(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 Amulet Pharmaceuticals Ltd for the last five years.

Certification regarding Reconciliation of Business Income Shown in Tax Return with Net Income Shown in Audited Financial Statements of Amulet Pharmaceuticals Ltd for the last five years.


Income Shown in Audited Financial Statement

100,225,011 93,527,975 53,458,450 28,215,964 19,762,446

Add. Accounting Depreciation 47,691,915 43,670,622 29,413,773 23,375,468 19,828,996

Less. Depreciation as per tax Base 55,963,961 60,714,592 33,904,304 21,417,296 24,581,914

91,952,965 76,484,005 48,967,919 30,174,136 15,009,528

Add. Other income 92524 157,095 - - -

Income shown in tax return 92,045,489 76,641,100 48,967,919 30,174,136 15,009,528


Sd/-


(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 Amulet Pharmaceuticals Ltd.

After due verification we confirm that all receipts and payments above Tk. 500,000/- (five lac) were made through banking channel by Amulet Pharmaceuticals Ltd. for the period from 01 July, 2011 to 30 June, 2016.


Sd/-



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

Certification on books of accounts of Amulet Pharmaceuticals Ltd are in conformity with bank statements

After due verification, we confirm that the bank statements of Amulet Pharmaceuticals Ltd. are in conformity with its books of accounts for the period from 01 July, 2011 to 30 June, 2016.


Sd/-


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

Certification on status of payment of TAX, VAT and other Taxes/Duties of Amulet Pharmaceuticals Ltd. After due verification, we certify that the status of TAX, VAT and other taxes/duties payment of Amulet Pharmaceuticals Ltd. for the last five years were as follows:


TAX 36,575,955 33,375,955 19,065,732 11,065,732 7,566,323

VAT 72,167,816 67,319,442 51,514,547 36,835,908 24,226,019

Other taxes/duties N/A N/A N/A N/A N/A


Sd/-



CHAPTER (XXVII): PUBLIC ISSUE APPLICATION PROCEDURE

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/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 draft(s) issued in favor of the

issuer for an amount equivalent to the application money with their application to the concerned Stockbroker/Merchant Banker. The draft(s) shall be issued by the Bank where the applicant maintains NITA/Foreign Currency account debiting the same account. No banker shall issue more than two drafts from any NITA/Foreign Currency account for any public issue. At the same time, the applicants 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/instructions received up to the subscription closing 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 subscription closing date, instruct the banker to block the account for an amount equivalent to the aggregate application money and to issue a certificate in this regard. In case of application submitted by the Stock-dealer or the Merchant Banker’s own portfolio, the application amount should also be transferred to the “Public Issue Application Account”;

c)

instruct the banker shall 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 hold the bank drafts (FDD) submitted by the applicants in their custody with a list containing the draft informing 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 it to the respective Stock Exchange in electronic (text format with tilde '~' separator) format and the certificate(s) issued by its banker.

7. On the next working day, the stock exchanges shall provide the Issuer with the information received from the Stockbroker/Merchant Bankers. Stock 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' BO lDs in electronic (text) format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website. CDBL shall verify the BO lDs 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 h1fommtion 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 stock exchanges within 10 (ten) working days from the date of receiving information from the stock 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 Stock Exchanges, if do not receive any observation from the Commission or the Stock 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 Stock 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 Stock 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 fom1at with tilde '-' separator) .format to the respective Stock Exchange 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 Stock Exchange in electronic form.

d)

send consolidated allotment data (BO lD and number of securities) in electronic text format in a CD ROM to CDBL to credit the allotted shares to the respective BO accounts.

Step-4 (Intermediary)

15. On the next working day, Stock 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 Stock Exchanges, the Stockbrokers/Merchant Bankers 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 mid the penalty amount of unsuccessful (other than NRB and foreign) applicants who are subject to penal provisions to the respective 'Escrow' account 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 in the customer accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about releasing their blocked amounts. 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 wm1ts to withdraw the application money, up to an amount of Tk. 5.00 (five) per withdrawal.

19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’ accounts and refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or transfer to the applicant’s bank account through banking channel within 10 (ten) working days from the date of lottery.

Miscellaneous:

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

21. The bank draft (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 Stock Exchange concerned.

24. The Stockbrokers/Merchant Bankers shall be entitled to a service charge of 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.

All eligible Stock Brokers and Merchant Bankers shall receive the IPO subscription.


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AMULET PHARMACEUTICALS LTD.

APPLICATION FOR PUBLIC ISSUE

Date :

Name of applicant :

Client Code :

BO ID No. :

Category of applicant :

Name of the Company :

Number of Shares : ……………………..Shares of Tk. ……………………… each

Total amount in Tk. :

Amount in word :

Applicants Authorized Officer


CHAPTER (XXVIII): OTHERS

STATEMENT REGARDING COST AUDIT This is to certify that, as per provision of the Companies Act, 1994, Cost Audit by Professional Accountant is not applicable for “Amulet Pharmaceuticals Ltd”.




CFO

MANAGEMENT DECLARATION

We the management of Amulet Pharmaceuticals Ltd., declared that our company is regular in holding of Annual general meeting (AGM).




Chairman

MANAGEMENT DECLARATION

We the management of Amulet Pharmaceuticals Ltd., declared that our company has not made any material change including raising of paid-up capital after the date of audited financial statements as included in the prospectus.




Chairman

MANAGEMENT DECLARATION CONSENT OF DIRECTORS TO SERVE AS DIRECTORS

We hereby agree that we have been serving as Directors of Amulet Pharmaceuticals Ltd. and will continue to act as Directors of the Company.


Chairman




Director & CEO

Sd/- Abdul Mannan

Director



Director





draft prospectus - icml.com.bd

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