RATANPUR STEEL RE-ROLLING MILLS LIMITED
RIGHTS SHARE OFFER DOCUMENT
MANAGER TO THE ISSUE
RATANPUR STEEL RE-ROLLING MILLS LIMITED Nahar Mansion,116 C.D.A Avenue, Muradpur, Chittagong Phone: 88-031-652255-7, Fax: 88-031-650001 email: [email protected] www.rsrmbd.com
RIGHTS SHARE OFFER DOCUMENT Date: [***]
Rights Offer of 67,459,392 Ordinary Shares of BDT 10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share, totaling BDT 1,011,890,880.00 offered on the basis of 02[R]:03, i.e. 02 (two) Right Shares for every 03 (three) existing shares held on the record date.
RECORD DATE FOR ENTITLEMENT OF RIGHTS OFFER Record Date [***] Opens on Closes on Date of Subscription [***] [***] Within Banking Hours Both Days Inclusive
MANAGER TO THE ISSUE
Jiban Bima Bhaban (Ground Floor) 10 Dilkusha C/A, Dhaka 1000. PABX: +88 02 47111096, 47111867, 47112659 Fax: +88 02 47111218; www.eblinvestments.com www.facebook.com/eblinvestments; Email: [email protected]
FULLY UNDERWRITTEN BY EBL Investments Limited AAA Finance & Investments Limited Roots Investment Limited Jiban Bima Bhaban (Ground Floor) 10 Dilkusha C/A, Amin Court (4th Floor), Suite– 403-405 Diganto Tower (1st Floor) Dhaka 1000. 31, Biruttam Shahid Ashfaqus Samad 12/1 R. K. Mission Road, Dhaka-1203 Road (Former 62-63 Motujheel C/A) Dhaka-1000 LankaBangla Investments Limited Sandhani Life Finance Limited AFC Capital Limited City Center, Level-4 16, Motijheel C/A, 2nd & 3rd Floor Saiham sky view Tower (11th Floor) 90/1, Motijheel C/A, Dhaka-1000 Dhaka-1000 45 Byoy Nagar, Dhaka-1000 Prime Finance Capital Management Limited ICB Capital Management Limited MTB Capital Limited PFI Tower (6th Floor) BDBL Bhaban (Level-16) MTB Tower (Level 3) 56-57 Dilkusha C.A., Dhaka-1000 8, Rajuk Avenue, Dhaka-1000 111 Kazi Nazrul Islam Avenue Bangla Motor, Dhaka 1000 CAPM Advisory Limited Grameen Capital Management Limited BMSL Investment Limited Tower Hamlet (9th Floor) Grameen Bank Complex Shareef Mansion (4th Floor) 16 Kemal Ataturk Avenue 1st Building (2nd Floor) 56-57, Motijheel C/A, Dhaka-1000 Banani C/A, Dhaka-1213 Mirpur-02, Dhaka-1216 Citizen Securities & Investment Limited IDLC Investments Limited Janata Capital and Investment Limited Al-Razi Complex R Tower (4th Floor) 48, Motijheel (3rd Floor) 165-167 Shaheed Syed Nazrul lslam Sarani 65/2/2, Bir Protik Gazi Golam Dostogir Road, (Box Dhaka-1000 Suite – G-802 (8th Floor), Purana Paltan, Dhaka-1000 Culvert Road) Purana Paltan, Dhaka-1000 BetaOne Investments Limited ALPHA Capital Management Limited Swadesh Investment Management Limited Green Delta AIMS Tower (Level – 4) Eastern Arzoo Complex (7th Floor) Unique Trade Center (UTC) 51-52, Mohakhali C/A, Dhaka-1212 197 Sayed Nazrul Islam Shoroni Suite 01, Level-11 61 Bijoy Nagar, Dhaka-1000 8, Panthapath, Karwan Bazar Dhaka-1215 City Bank Capital Resources Limited Banco Finance and Investment Limited AIBL Capital Management Limited Jibon Bima Tower (1st Floor) 218/3/A West Kafrul (4th Floor), Al-Arafah Tower (Level- 15), 63, Purana Paltan, 10 Dilkusha C/A Begum Rokeya Sharani Dhaka-1000 Dhaka-1000 Taltola,Sher-e-Bangla Nagar, Dhaka-1207 NBL Capital & Equity Management Limited IIDFC Capital Limited Printers Building (8th Floor), 5 Rajuk Avenue, Dhaka Eunoos Trade Center (Level- 7) 1000 52-53 Dilkusha C/A, Dhaka-1000
CREDIT RATING STATUS Rating Year Long term Short Term Outlook Entity Rating 2018 A (-) ST-2 Stable Date of Rating 07 September 2018 Rating Assigned By: Emerging Credit rating Limited BANKERS TO THE ISSUE Social Islami Bank Limited Eastern Bank Limited
RATANPUR STEEL RE-ROLLING MILLS LIMITED Nahar Mansion, 116 C.D.A Avenue, Muradpur, Chittagong. Phone: 88-031-652255-7, Fax: 88-031-650001 Email: [email protected], Website: www.rsrmbd.com As per provision of the Depository Act, 1999 and regulation made there under, rights share shall only be issued in dematerialized condition. An applicant must apply for allotment of rights shares mentioning his/her Beneficiary Owner (BO) Account number in the application form.
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TABLE OF CONTENTS
REFERENCE PARTICULARS Page Rule-8(a) Date of the rights share offer document. Cover Page Rule-8(b) Amount of rights share, divided into number of shares, per value and the issue price of each share, Cover and number of right offered for each existing share. Page Additional Definition and Elaboration of the abbreviated words. 1 Letter to the shareholders regarding Right Issue of share 2 Corporate Information 4 Rule – 8 Highlight of the rights offer, risk factors, and management plans for reduction of such Risks. 5-8 (c) Highlight of the rights offer [History of the Company, Corporate Status and Background Nature 5 of Business, The Rights Issue and Issue Price] Risk Factor and Management Perception About the Risks 6 Rule – 8 Date and Time of Opening and Closing of Subscription. 8 (d) Rule – 8 Purposes of raising fund through rights share, specifying clearly the heads and amount of the fund (e) utilization, and identifying various proposed projects with heads and amount of expenditure for 8 each projects, and also highlights of such projects. Purpose of the raising fund through rights issue 8 Additional Five years Information Regarding AGM Held and Dividend Declared 8 Rule – 8 (f) Name of the products manufactured or to be manufactured or services rendered or to be rendered by the issuer together with capacity or proposed capacity of the existing and proposed projects vis- 9 a-vis capacity utilized by the existing project during the last three years or such shorter period during which the issuer was in commercial operation. Existing Products Manufactured by The Company 9 Additional Equity Structure of the Company 9 Financial Highlights of the Previous Years 9 If the issue price of rights share is higher than the par value thereof, justification of the premium Rule – 8 10-11 (g) should be stated with reference to- Net Asset Value Per Share 10 Historical Earnings Based Value per Share 11 Average Market Price Per Share 11 Cash flows statement, profit and loss account, balance sheet, changes in equity and notes to the Rule – 8 12-45 (h) accounts of the issuer, together with certificate from the auditors as in Form-C. Auditors’ report to the shareholders of Ratanpur Steel Re-rolling Mills Limited as in Form-C 12 Statements of Financial Position 13 Statement of Comprehensive Income 14 Statement of Changes in Equity 15 Statement of Cash Flows 16 Notes, Comprising a Summary of Significant Accounting Policies and Other 17 Explanatory Information Rule – 8(i) Summarized cash-flows statement, profit and loss account and balance sheet, and dividend declared and paid for each of the 5 (five) years immediately preceding the issue of rights share 46-49 offer document or for such shorter period during which the issuer was in commercial operation. Auditors Report in pursuance of section 135(1) under Para 24(1) of part – II of the Third 46 Schedule of Companies Act 1994 of Ratanpur Steel Re-rolling Mills Limited Auditors’ Certificate Of Compliances Of Conditions Of The Corporate Governance Guidelines 49 to the shareholders [SEC/CMRRCD/2006-158/134/Admin/44 Dated 7august2012] Rule – 8 (j) Length of time during which the issuer has carried on business. 50 Rule – 8 Implementation schedule for completion of each segment of the project along with the proposed 50-52 (k) dates of trial and commercial operation of the proposed project. Rule – 8 (l) Quantity of shares held by each director and persons who hold 5% or more of the paid- up share 52-53 capital of the issuer on the date of the rights share offer document. Quantity of shares held by each director on the date of the rights share offer document 52 Composition of shareholding position of the company 52 Beneficial owners holding shares 5% or Above 53 Name, address, description and occupation of directors; managing director, managers and company Rule – 8 53 (m) secretary of the company. Board of Directors 53 Management & Executives 53 Rule – 8 Name of the public listed companies under common management. 54 (n) ii
Rule – 8 Name and address of the underwriter(s) along with the number of shares underwritten by each (o) underwriter, and also the name and address of issue manager, auditors, legal adviser and banker to 54-56 the rights issue. Classified Information and Underwriters 54 Underwriters’ Obligation 55 Rule – 8 Particulars along with the terms and conditions of the material contracts including vendors’ (p) agreement, underwriting agreement, issue management agreement, agreement with the 56-59 banker to the issue and contract for acquisition of property, plant and equipment. Terms and Condition of Right Issue [Basis of the Offer, Entitlement, Acceptance of Offer, Renunciation. General, Condition of Subscription, Payment of Share Price, Lock-in on 56 Rights Share and Other] Material Contracts [Bankers to the Issue, Underwriters, Manager to the Issue, 57 Vendor’s agreement & Contract for Acquisition of property] Number of rights shares that the directors are going to subscribe, and in case they propose to make Rule – 8 59 (q) renunciation, the reasons and extent of such renunciation. Directors’ take-up in the Rights Offer 59 Statement of actual utilization of fund raised by public offering of shares or rights shares, if any, Rule – 8 (r) 60 prior to the proposed rights issue vis-a-vis plan thereof. Declaration regarding utilization of previous fund (IPO) 60 Application form for depositing the subscription money with the bankers to the issue for the rights Rule – 8 (s) 79-90 share, with the provision for renunciation of the rights offer. Form of acceptance and application for shares [Application Form-A] 79 Bankers to the issue of rights issue of Ratanpur Steel Re-rolling Mills Limited 80 Form of Renunciation [Application Form-B] 88 Application by Renouncee(s) [Application Form-C] 89 Declaration about the responsibility of the issue manager, the underwriter, the auditors and the Rule – 8 (t) 60-63 directors in Forms-A, B, C, and D respectively. Form-A & Form-B 60-61 Form-C & Form-D 62-63 Rule – 8 A statement that a lock-in on the rights shares of the directors (including their renounced (u) shares) for a period of three years from the date of closure of the rights share subscription shall be 63 operative. Statement of Lock-in on the Rights Shares 63 Rule – 8 A declaration that the rights shares to be issued in dematerialized form and the i (v) subscribing shareholders have to apply with respective depository accounts. Rule – 8 64-77 (w) Credit Rating Report of the Issuer.
Letter of offer for Rights Issue 78
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DEFINITION AND ELABORATION OF THE ABBREVIATED WORDS AND TECHNICAL TERMS USED IN THE RIGHTS OFFER DOCUMENT
Acronym Elaboration Allotment Letter of Allotment for Shares BB Bangladesh Bank BSEC Bangladesh Securities and Exchange Commission BO A/C Beneficial Owner Account or Depository Account BDT Bangladeshi Taka EBLIL EBL Investments Limited CDBL Central Depository Bangladesh Limited Commission Bangladesh Securities and Exchange Commission Companies Act Companies Act, 1994 (Act. No. XVIII of 1994) CSE Chittagong Stock Exchange Limited DSE Dhaka Stock Exchange Limited EPS Earnings Per Share Issue Rights Issue Issuer Company Ratanpur Steel Re-rolling Mills Limited Issue Manager EBL Investments Limited NAV Net Asset Value of the Company Offering Price Price of the Securities of Ratanpur Steel Re-rolling Mills Limited being Offered RSRM Ratanpur Steel Re-rolling Mills Limited Registered Office Head Office of the Company RI Rights Issue Rights Issue Rules Securities and Exchange Commission (Rights Issue) Rules, 2006 RJSC Registrar of Joint Stock Companies & Firms ROD Rights Share Offer Document Securities Shares of Ratanpur Steel Re-rolling Mills Limited Share Market Market of the Securities in Bangladesh Sponsors The Sponsor Shareholders of Ratanpur Steel Re-rolling Mills Limited Stockholders Shareholders Subscription Application Money The Company Ratanpur Steel Re-rolling Mills Limited BDT. Bangladeshi Taka
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RATANPUR STEEL RE-ROLLING MILLS LIMITED Nahar Mansion, 116 C.D.A Avenue, Muradpur, Chittagong. Phone: 88-031-652255-7, Fax: 88-031-650001 Email: [email protected], Website: www.rsrmbd.com
RIGHTS ISSUE OF SHARES
Date: [***]
Dear Shareholder(s):
We are pleased to inform you that the Board of Directors in its 364th Board meeting held on August 27, 2019, recommended for issuance of Rights Share and subsequently approved by the shareholders according to Companies Act 1994 in its 4th Extra-ordinary General Meeting (EGM) held on October 09, 2019 on the basis of 02[R]:03, i.e. 02 (two) right shares for every 03 (three) existing share held on the record date for entitlement (subject to the approval of BSEC). The Board of Directors have taken decision in its 364th Board meeting dated August 27, 2019 that the issuance of 67,459,392 Ordinary Shares of BDT 10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share, totaling BDT 1,011,890,880.00 instead of earlier recommended at 357th Board of Directors meeting dated January 03, 2018 and subsequently approved by the shareholders according to Companies Act 1994 at 3rd Extra-ordinary General Meeting (EGM) dated February 17, 2018 price of BDT 20.00 (including premium of BDT10.00) per share totaling BDT 1,349,187,840.00 offered on the basis of 02[R]:03, i.e. 02 (two) right shares for every 03 (three) existing shares held on the record date.
The purposes of the Rights Issue are to enhancement of production capacity of MS Deformed Bar by 170,000 M. Ton (per annum) after the enhancement of total capacity will be stood at 357,200 M. Ton (per annum) subject to approval of Bangladesh Securities & Exchange Commission. It is to be noted that, the existing annual production capacity of MS Deformed Bar is 187,200 M. Ton (per annum).
Due to satisfactory operation, the company has been able to continue its growth in terms of business activities and services through efficient utilization of investable funds and human resources by the management under the direction of the Board of Directors as well as patronization and active participation of all our valued shareholders and customers. RSRM has earned a Net profit before tax of BDT 948,694,612 only for the period from 01st July 2017 to 30th June 2018. The Board of Directors of your Company consider that RSRM’s prospects for upcoming years are very prospective and the funds to be raised through Rights Issue will enable the Company to achieve sustainable growth and to maximize the wealth of the Company.
The Board believes that the offer terms are attractive and hope you would come forward with your full support and assistance to make the offer a success.
A self-explanatory Rights Share Offer Document prepared in the light of the Securities and Exchange Commission (Rights Issue) Rules, 2006 of the Bangladesh Securities and Exchange Commission is enclosed for your kind information and evaluation.
On behalf of the Board of Directors,
Sd/- Maksudur Rahman Managing Director
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CORPORATE INFORMATION
RATANPUR STEEL RE-ROLLING MILLS LIMITED Nahar Mansion,116 C.D.A Avenue, Muradpur, Chittagong Phone: 88-031-652255-7, Fax: 88-031-650001 email: [email protected] , Website: www.rsrmbd.com
COMPANY MILESTONES STOCK SUMMARY & FINANCIAL INFORMATION Authorized Capital Ordinary Shares of Taka10each BDT 5,000,000,000 Paid up Capital BDT 1,011,890,880 Total Shareholders’ Equity BDT 4,527,478,325 As per Audited Financial Statements for Total Assets BDT 6,735,748,749 the year ended 30 June 2018 Total Operating Profit BDT 1,179,881,891 Net Cash Generated from Operating activities BDT 101,235,648 No. of Employees Nos. 530
CORPORATE HISTORY
Incorporation of the Company : 22nd April,1986 Company Registration No. : C-15492/1058 of 1985 to 1986 Commencement of Business : 01 July, 1986 Conversion Pvt. to Public Limited Company : 14th June, 2012 Listed in DSE on : 22 September, 2014 Listed in CSE on : 22 September, 2014 BOI Registration : - TIN Certificate : 669861218616/Circle-2 (Company), Zone-1,Chittagong VAT Registration : 24081004427, Region code: 240204, Chittagong Trade License : 183966 Import Registration Certificate : Export Registration Certificate : 0094640 Head Office : Nahar Mansion,116 C.D.A Avenue, Muradpur, Chittagong Factory : 175-176 Baizid Bostami I/A, Baizid Bostami Road, Chittagong Dhaka Office : Rupayan Golden Age (7th Floor), 99, Gulshan Avenue, Gulshan 2, Dhaka 1212 Customer Service and Delivery shade : 51 Baizid Bostami Industrial Area, Chittagong Share Department : 291 Fakirerpool (Jamindar Bari), Apartment No. B-9 (9th Floor), Inner-Circular Road, Arambagh, Motijheel, Dhaka-1000, Tell : +88 02 7195840, 7195841 Fax : +88 02 7191745 e-mail : [email protected]
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BOARD OF DIRECTORS
Mrs. Shamsun Nahar Rahman Chairman Mr. Maksudur Rahman Managing Director Mr. Md. Younus Bhuiyan Director Mr. Md. Mizanur Rahman Director Mr. Marzanur Rahman Director Mr. Md. Abul Hossain Director (Nominated Director from ICB) Mr. Dr. Mijanur Rahman Independent Director Mr. Major General Mohammad Ashab Uddin, ndc, Psc Independent Director (Retd.)
CORPORATE OFFICIALS
Mr. Shafiqul Islam, Mr. Mrinal Kanti Mondal Executive Director, Marketing & Sales Chief Financial Officer
Mr. Mohammad Moin Uddin Mr. Sharat Chandra Sarkar Company Secretary (Acting) Head of Internal Audit & Compliance (HIAC)
Lt. CDR. M A Ahad, PSC, BN (Retd.) Mr. Mohammad Rashed Iqbal GM, Production & Maintenance GM, HR & Administration
Mr. Md. Serajul Islam Mr. Mohammad Ali Consultant (Lab), Quality Control Chief Engineer, Electrical
Mr. Abdul Khaleque Mr. Md. Dewan Mabood Ahmed Senior Engineer, Mechanical Manager, Commercial
Mr. Md. Osman Gani, Head of Information Technology
OTHERS INFORMATION Statutory Auditors Ahmed Zaker & Co. Chartered Accountants 74, SK. Mujib Road (3rd floor), Agrabad C/A, Chittagong Tell: +880 31 2516041 E-mail: [email protected] Credit rating company: Emerging Credit Rating Limited Shams Rangs, House 104, Park Road Level-A1, A2 & A5 Baridhara, Dhaka-1212 Tel: +880 2 986 0911, +880 2 986 0897 Fax: +880 2 986 0828, Email : [email protected] Legal Advisor Mr. Mohammed Enam, Barrister-at-Law, Gray’s Inn, UK Legal Nexus, Barrister-Advocates-Legal Consultants 24/A, Skylark Point (10th floor) Suite 10/3, Syed Nazrul Islam Sarani Bijoy Nager, Dhaka 1000 M: +88 01717030461 Tel: +88 02 9343855 E-mail: [email protected]
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Rule-8(c) HIGHLIGHTS OF THE RIGHTS OFFER [HISTORY OF THE COMPANY, CORPORATE STATUS AND BACKGROUND NATURE OF BUSINESS, THE RIGHTS ISSUE AND ISSUE PRICE]
Ratanpur Steel Re-Rolling Mills Limited is one of the leaders of Bangladesh in manufacturing steel, promises a super strong future and economy with its world class products. RSRM was incorporated as a private limited company on 22nd April, 1986 under the Companies Act 1913 and subsequently converted into a public limited company on 14 June, 2012 under the Companies Act, 1994 with the Registrar of Joint Stock Companies and Firms. The Company commenced its commercial operation in 01 July, 1986. The population boom created a housing crisis which led to numerous public and private construction projects, creating a greater demand for our products. The success and goodwill created by this company encouraged us to spread our wings into other markets and confront some of the problems that plagued our economy. Thus more enterprises were established so that we can have a greater impact in the development of our country. At present, RSRM is widely recognized as one of the leading steel manufactures in the country and has embarked upon a series of initiatives aimed at increasing its production capacity to 1,000 Tons per day and yearly capacity of 357,200 M. Tons from its existing capacity 187,200 MT MS Deformed Bar of world class products. To keep up with the demand of the current world market our facilities have come to include Rolling mills Re-Heating Furnace (Duel fuel system), Roughing Mills, Intermediate Mill, Finishing Mill, High Speed block Mill, QTB Box, Rack type cooling bed, Automatic Owing system, Bundling system, Overheat Cranes etc. with the latest automated features. Other necessary ancillaries like main power sub-station, water complex and emergency water supply, natural gas supply station, machine shop with CNC machine, pollution control system, well equipped quality control unit, cranes of different capacities including crawler cranes for material handling etc.
OUR MISSION We are more than a company; it is a mission that understands its responsibility in contributing to a better tomorrow and a strong tomorrow. We will continue to be the first name in the region’s steel industry by harnessing our assets and resources to achieve profitable growth, operational and organizational excellence and good corporate citizenship.
OUR VISION To be the trend setter and the power force of the steel re-rolling industry with education, training and skills development.
CORPORATE Ratanpur Steel Re-Rolling Mills Limited was incorporated as a private limited company on 22nd April, STATUS AND 1986 under the Companies Act 1913 and subsequently converted into a public limited company on BACKGROUND 14 June, 2012 under the Companies Act, 1994 with the Registrar of Joint Stock Companies and Firms.
NATURE OF The principal activities of the Company are to manufacture and sales of M.S. Deformed Bar of Various BUSINESS grades (300W/40 Grade, 400W/60 Grade and 500W/TMT) from M.S Billet.
THE RIGHTS Ratanpur Steel Re-Rolling Mills Limited plans to increase paid-up capital through issuance of Rights ISSUE Shares. The shareholders of Ratanpur Steel Re-rolling Mills Limited, in its 364th Board meeting held
on August 27, 2019, recommended for issuance of Rights Share and subsequently approved by the shareholders according to Companies Act 1994 in its 4th Extra-ordinary General Meeting (EGM) held on October 09, 2019 approved by the shareholders according to Companies Act 1994 to issue Rights Offer of 67,459,392 Ordinary Shares of BDT 10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share, totaling BDT 1,011,890,880.00 instead of earlier recommended at 357th Board of Directors meeting dated January 03, 2018 and subsequently approved by the shareholders according to Companies Act 1994 at 3rd Extra-ordinary General Meeting (EGM) dated February 17, 2018 price of BDT 20.00 (including premium of BDT 10.00) per share totaling BDT 1,349,187,840 offered on the basis of 02[R]:03, i.e. 02 (two) Right Shares for every 03 (three) existing shares held on the record date. ISSUE PRICE The Issue Price for the rights share of the Company is BDT 10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share, totaling BDT 1,011,890,880.00 offered on the basis of 02[R]:03, i.e. 02 (two) right shares for every 03 (three) existing shares held on the record date (subject to the approval of BSEC).
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Rule-8(c) RISK FACTORS AND MANAGEMENT PERCEPTION ABOUT THE RISKS
An investment in equity involves a high degree of risk. Investors should carefully consider all the information in this Prospectus, including the risks and uncertainties described below, before making an investment decision. Any of the following risks as well as other risks and uncertainties discussed in this Prospectus could have a materially adverse effect on our business, financial condition and results of operations. In addition, the risks set out in this Prospectus may not be exhaustive and additional risks and uncertainties, not presently known to us, or which we currently deem immaterial, may arise or become material in the future. Unless otherwise stated in the relevant risk factors set forth below, we are not in a position to specify or quantify the financial or other risks mentioned herein:
1. INTEREST RATE Interest rate risk is the risk that Company faces due to unfavorable movement in the interest rates. RISK Changes in the government’s monetary policy, along with increased demand for loans/investments tend to increase the interest rates. Such rises in interest rates mostly affect Companies having floating rate loans or Companies investing in debt securities. MANAGEMENT In order to manage this risk and overcome it, the Company shall exercise good management in its PERCEPTION: cash flows, coupled with continued strength in sales and marketing. RSRM is very careful in forecasting the prices of International steels and manage its costs in an effective manner, so as to ensure that the debt repayments are met on schedule, even if the interest rates were to rise. Even equity financing will reduce interest rate risk in future. 2. EXCHANGE RATE Exchange rate risk occurs due to changes in foreign currency exchange rates. As the Company RISK imports equipment from abroad and earns revenue in local currency, unfavorable volatility or currency fluctuation may affect the profitability of the Company. If exchange rate is decreased against local currency opportunity will be created for generating more profit.
MANAGEMENT Appropriate and responsible hedging mechanisms are employed by RSRM in the past in case of PERCEPTION: significant taka devaluation in order to keep the cost minimum and same will be followed in future. However, if the price of the US dollar appreciates too sharply against the BDT, this will be a nationwide phenomena experienced by the whole industry. In such a scenario, there will be a market adjustment in end product prices.
3. INDUSTRY RISKS:
3.1 PROFITABILITY The Company is operating in a highly competitive industry with low profit & highly sensitive to the MAY REDUCE market. Moreover the Company faces competition from a number of private sector mills those are found to be very aggressive in the market. Inability of offering competitive products will hinder the Company’s growth potential. MANAGEMENT The Company has successfully accessed the market till date and is working on offering new and PERCEPTION: better quality products at competitive terms. Moreover the group’s track records of last 3 (three) years for operating in the low profit and highly market sensitive environment establishes its capability.
3.2 NEW ENTRANTS New entrants of similar/higher scale may push the Company in a competitive scenario. MAY ENHANCE COMPETITION
MANAGEMENT Implementation of similar project generally have a lead time of 5 (five) years and before the earliest PERCEPTION entrant the Company will be able to consolidate its both financial as well as market position. Furthermore, with the track record of RSRM and its market reputation it will be very difficult for new comers to make inroads into the quality steels market. Moreover, Steel is a higher capital- intensive industry and therefore, barriers to entry are high and also the demand are increasing day by day due Government and private rural development . Hence, RSRM is in a comfort position and first-mover’s advantage is big and RSRM, with its past experience and performance, will enjoy this advantage.
4. MARKET AND Technology always plays a vital role for each and every type of business. Better technology can TECHNOLOGY increase productivity and reduce costs of production. Firms are exposed to technology risks when RELATED RISKS there are better technologies available in the market than the one used by the company which may cause technological obsolescence and negative operational efficiency.
MANAGEMENT The company is aware of technological changes and has adopted new technology according to its PERCEPTION needs. Furthermore, routine and proper maintenance of the equipment carried out by the Company ensures longer service life for the existing equipment and facilities.
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5. POTENTIAL OR The Company operates under Companies Act 1994, Customs Act 1969, and Labor Law 2006, Income EXISTING Tax Ordinance 1984, Income Tax Rules 1984, Value Added Tax (VAT) Act 1991, Value Added Tax GOVERNMENT (VAT) Rules 1991 and other related regulations. Any abrupt changes of the policies made by the REGULATIONS regulatory authorities may adversely affect the business of the company.
MANAGEMENT Since The Company Operates in Steel sector, the Government regulations are mostly investment- PERCEPTION friendly. However, unless any policy change that may negatively and materially affect the industry as a whole, the business of the Company is expected not to be affected. As it is an emerging sector, it is highly expected that the Government will not frustrate the growth of the industry with adverse policy measures.
6. POTENTIAL Changes in the existing global or national policies can have either positive or negative impacts for the CHANGES IN company. Any scarcity or price hike of raw materials due to changes in policy in the international GLOBAL OR market might hamper the production and profitability. Furthermore, the performance of the NATIONAL company would also be hampered due to unavoidable circumstances both in Bangladesh and POLICIES abroad like political turmoil. Since the risk involved with the potential changes in global or national policies is a macro factor, it is beyond the capability of RSRM to control.
MANAGEMENT The management of Ratanpur Steel Re-Rolling Mills Limited is always concerned about the prevailing PERCEPTION and upcoming future changes in the global or national policy and shall response appropriately and timely to safeguard its interest. The Strong brand equity of the company in the local market and deep and profound knowledge of the sponsors will always endeavor to withstand the unexpected changes or any such potential threats. Nevertheless, political stability and a congenial business environment is definitely the best situation in which RSRM will achieve its maximum potential. Political turmoil and the disturbance are bad for the economy as a whole and also for the company. On the other hand, Government have special attention to the growth of the industry as it is related to infrastructure development of the country.
7. HISTORY OF NON- The chance of becoming non-operative. OPERATION, [IFANY]
MANAGEMENT Ratanpur Steel Re-Rolling Mills Limited was incorporated in Bangladesh as Private Limited PERCEPTION Company with limited liability by shares as on the April 22, 1986 under the Companies Act 1913 and started commercial operation on July 01, 1986 and it has no history of non-operation till now. The Company has an independent body that is operated by its Memorandum & Articles of Association and other applicable laws implemented by the Government. Besides, the Company’s financial strength is satisfactory, Demand of the product increasing day by day. So, the chance of becoming non-operative for the Company is minimum.
8. OPERATIONAL Non-availability of materials/equipment/services may affect the smooth operational activities of RISKS the Company. On the other hand, the equipment may face operational and mechanical failures due to natural disasters, terrorist attacks, unforeseen events, lack of supervision and negligence, leading to severe accidents and losses.
MANAGEMENT The company is equipped with power backup and security system, which reduce operational risk. PERCEPTION Besides, the equipments have insurance coverage in order to get reasonable compensation for any damages. Apart from these, routine security check and proper maintenance of the equipment also reduce/eliminate the operational risk.
9. AVAILABILITY Steel industries require huge and uninterrupted power supply. Any unfavorable change in power OF POWER AND related regulations may affect the Company’s business. The Company also requires Gas for heating GAS billets and accordingly shortage of gas supply will affect the operation of the Company.
MANAGEMENT The Company has 16 MW power load connection through 132/33 KV substation with 132 KV PERCEPTION National Gridline from PDB which ensures uninterrupted power supply. 4 MW/h is using by RSRM for its existing operation. Furthermore, RSRM gas connection is connected with main distribution line of Chittagong zone. So, Ratanpur Steel Re-Rolling Mills Limited is enjoying uninterrupted and sufficient electricity and gas supply.
10. SOURCING OF As steel market price is so variable, sourcing of raw material is so important. Shortage or price hike RAW of raw materials will affect the Company’s operation. MATERIALS
MANAGEMENT The main raw material of the company is MS Billet, which are available both in international market PERCEPTION and local market. The company has bilateral arrangement with a group of independent suppliers of raw materials. Therefore, it is expected that the company will have smooth flow of raw materials.
11. DISTRIBUTION For any company, the most crucial wing is the distribution channel. Wide distribution network and 7 | P a g e
RISKS control over the network is essential to make the quality product available to the consumer at right time and place.
MANAGEMENT RSRM Group has strong presence all over the country since 1987. Sponsors’/ Directors’ experience of PERCEPTION more than two decades in this sector is considered the key of RSRM marketing and distribution network.
12. RISK Smooth production is dependent on good relationship with the factory workers and their ability to ASSOCIATED provide high-quality services. In the event of disagreements with the workers, the company may WITH LABOR experience adverse impact. UNREST
MANAGEMENT Ratanpur Steel Re-Rolling Mills Limited maintains good atmosphere at the work place and provides PERCEPTION all sort of facilities to the workers as per law of the land. So, it is unlikely for them to create such unrest. The company has healthy remuneration and welfare policies for its human resources, which reduces the risk of labor unrest. Again, to meet unique situations, company has alternative ways to overcome such critical circumstances.
Rule-8(d) DATE & TIME OF OPENING AND CLOSING OF SUBSCRIPTION
Subscription opens for the rights shares offer on [***] and subscription closes for the rights shares offer on [***] within Banking Hours Both Days Inclusive.
Rule-8(e) PURPOSE OF RAISING FUND THROUGH RIGHTS ISSUE
The objective of behind the issuance of Rights Share is to enhancement of production capacity of the company of MS Deformed Bar by 170,000 M. Ton (per annum), after the enhancement of total capacity will be stood 357,200 M. Ton (per annum) subject to the approval of Bangladesh Securities & Exchange Commission. It is to be noted that, the existing annual production capacity of MS Deformed Bar is 187,200 M. Ton (per annum).
Sd/- Sd/- Mrinal Kanti Mondal Maksudur Rahman Chief Financial Officer Managing Director
5 (FIVE) YEARS INFORMATION REGARDING AGM HELD AND DIVIDEND DECLARED BY THE COMPANY
Rate of Dividend Financial Year AGM Title Date of Dividend Date of AGM Held Stock Cash Declared 2017-2018 33rd AGM October 29, 2018 December 17, 2018 Nil 12% (Excluding Sponsor Director) 2016-2017 32nd AGM August 27, 2017 October 12, 2017 17% 5% 2015-2016 31st AGM October 27, 2016 December 28, 2016 10% 10% 2014-2015 30th AGM October 26, 2015 December 28, 2015 20% 5% 2013-2014 29th AGM October 21, 2014 November 30, 2014 20% 5%
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Rule-8(f) EXISTING PRODUCTS MANUFACTURED BY THE COMPANY
Ratanpur Steel Re-Rolling Mills Limited is one of the leading steel manufacturing industry in Bangladesh, promises to build a super strong future and economy with its world class products. RSRM Produces deformed bars on demand conforming to the standard specification of BDS 6935:2006, ASTM A 615, Grade 40,60 & 500W, BS 4449 & JISG 3112 by maintaining strict adherence to buyers’ specification in terms of steel grade, tensile strength, unit mass and close dimensional tolerances. The present annual production capacity of MS Deformed Bar is 187,200 M. Ton. It is to be mentioned here that to ensuring quality and customer satisfaction, RSRM has 1,000 M. Ton Capacity Universal Testing Machine ensures yield stress, ultimate tensile strength, elongation and band test of our finished products.
At first Billet received from Steel Melt Shop. Then Cut to length as per the size of TMT to be rolled. Then it transfer to Billet Reheating Furnace. Then this are heated to rolling temperature (depending on the grade of steel.) then this will passed through roughing stands then go through stands (A.C motor for variable speeds). Then this will go to TMT Box, and then this will transfer to thermo mechanical treatment. At last this will cut into lengths and accommodate on cooling bed and transfer to Shearing Machine (cut into fix lengths as per recruitment of market). At end of process check weight per meter & mechanical Properties. Production processes of the company are given below:
Finished Reheating Roughing Mill Intermediate Finishing Mill Cooling Bed Raw Material Product (MS (Mild Steel Billet) Furnace Mill Deformed)
EQUITY STRUCTURE OF THE COMPANY
Particulars 30 June, 2018 (BDT.) Paid up Capital 1,011,890,880 Share Premium 750,000,000 Revaluation Surplus of Land 943,950,000 Retained earnings 1,821,637,445 Total Shareholders’ Equity 4,527,478,325 Total Number of Shares 101,189,088 Equity Based Value per share 44.74
* As per Audited Financial Statements for the year ended 30 June 2018
FINANCIAL HIGHLIGHTS OF THE PREVIOUS YEARS
Particulars June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015 June 30, 2014 Paid up Capital 1,011,890,880 864,864,000 786,240,000 655,200,000 296,000,000 Share premium 750,000,000 750,000,000 750,000,000 750,000,000 - Revaluation Surplus of Land 943,950,000 943,950,000 943,950,000 943,950,000 943,950,000 Retained earnings 1,821,637,445 1,298,447,553 747,837,693 640,411,262 504,328,182 Total Equity 4,527,478,325 3,857,261,553 3,228,027,693 2,989,561,262 1,744,278,182 Net Profit after Tax 713,459,972 707,857,860 271,226,432 272,583,080 154,957,856 Number of Shares 101,189,088 86,486,400 78,624,000 65,520,000 29,600,000 Face Value 10 10 10 10 10 NAV Per Share 44.74 44.60 41.06 45.63 58.93 EPS 7.05 8.18 3.45 4.36 5.24 Cash: 12% Cash: 5% Cash: 10% Cash:5% Cash:5% Dividend Stock: Nil Stock: 17% Stock: 10% Stock: 20% Stock: 20% Cash flow from Operating activities 101,235,648 179,640,521 113,844,406 (993,958,915) 85,513,603 Net Operating Cash Flow per Share 1.00 2.08 1.45 (15.17) 2.89 (NOCFPS)
* As per Audited Financial Statements of the stated years
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Rule-8(g) IF THE ISSUE PRICE OF RIGHTS SHARE IS HIGHER THAN THE PAR VALUE THEREOF, JUSTIFICATION OF THE PREMIUM SHOULD BE STATED
The rights issue price at BDT 15 each per share including premium BDT 5.00 per share is justified as per the guidelines of the Bangladesh Securities and Exchange Commission (BSEC) as given in the table below:
Valuation Methods Offer Price (In BDT) Method (i) Net Asset Value per Share 44.74 Method (ii) Historical Earnings Based Value per Share 65.63 Method (iii) Average Market Price per Share 42.37
Method (i): Net Assets Value per share:
Particulars As on June 30, 2018 [Amount (BDT)] NON-CURRENT ASSETS: Property, Plant & Equipment 2,023,510,927 Capital working-In-Progress 15,904,874 Total Non-Current Assets 2,039,415,801 CURRENT ASSETS A Advance, Deposits & Pre-payments 787,067,632 Inventories 1,936,265,900 Accounts Receivable 1,942,197,752 Cash and Cash Equivalents 30,801,664 Total Current Assets 4,696,332,948 TOTAL ASSETS 6,735,748,749 NON-CURRENT LIABILITIES Deferred Tax Liability 142,217,153 Total Non-current Liabilities 142,217,153 CURRENT LIABILITIES Current Portion of Lease Liabilities 3,519,604 B Short Term Liabilities 1,568,158,042 Creditors and Accruals 64,008,556 Income Tax Liability 382,932,338 Liability for WPPF and Welfare Fund 47,434,731 Total Current Liabilities 2,066,053,271 TOTAL LIABILITIES 2,208,270,424 C=A-B Net Asset 4,527,478,325 D Total Number of Ordinary Share Outstanding 101,189,088 E=C/D Net Asset Value (NAV) Per Share 44.74
NAV is also equivalent to the Equity Based Value per share which is depicted below:
Particulars As on June 30, 2018 (BDT.) Paid up Capital 1,011,890,880 Share Premium 750,000,000 Revaluation Surplus of Land 943,950,000 Retained earnings 1,821,637,445 Total Shareholders’ Equity 4,527,478,325 Total Number of Shares 101,189,088 Equity Based Value per share 44.74
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Method (ii): Historical Earnings Based Value per Share: (In BDT) Year No. of Share Net Profit after tax Weight of No. of Shares Weighted Average of Net Profit after tax 30 June 2018 101,189,088 713,459,972 0.28 199,752,272 30 June 2017 86,486,400 707,857,860 0.24 169,387,872 30 June 2016 78,624,000 271,226,432 0.22 59,003,202 30 June 2015 65,520,000 272,583,080 0.18 49,415,275 30 June 2014 29,600,000 154,957,856 0.08 12,690,939 Total 361,419,488 2,120,085,200 1.00 490,249,560
Weighted Average of Net Profit after tax: (A) 490,249,560 Total Number of Share (B) 101,189,088 Weighted Average Earnings per Share: C=(A/B) 4.84 Market PE as on August, 2019: D 13.56 (Source: DSE Monthly Review, August 2019) Historical Earnings Based Value per Share: (C*D) 65.63
Method (iii): Average Market Price per Share:
Market Performance Date Face Value (BDT) Price (BDT) Market price per share as on 30 September 2019 10.00 35.10 Market price per share as on 29 August 2019 10.00 40.30 Market price per share as on 31 July 2019 10.00 41.80 Market price per share as on 30 June 2019 10.00 45.90 Market price per share as on 30 May 2019 10.00 46.40 Market price per share as on 30 April 2019 10.00 44.70 Average Market Price - 42.37 Source: www.dsebd.org
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Rule-8(h) CASH FLOWS STATEMENT, PROFIT AND LOSS ACCOUNT, BALANCE SHEET, CHANGES IN EQUITY AND NOTES TO THE ACCOUNTS OF THE ISSUER TOGETHER WITH CERTIFICATE FROM THE AUDITORS AS IN FORM-C.
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Ratanpur Steel Re-Rolling Mills Limited Statement of Financial Position As on 30 June, 2018 Amount in BDT Notes 30-Jun-18 30-Jun-17 Assets Non-Current Assets: 2,039,415,801 2,102,641,069 Property Plant & Equipment 4 2,023,510,927 2,089,343,539 Capital Work-In-Progress 4.02 15,904,874 13,297,530 Current Assets: 4,696,332,948 3,759,680,971 Advances, Deposits and Prepayments 5 787,067,632 72,012,576 Inventories 6 1,936,265,900 1,886,507,482 Accounts Receivable 7 1,942,197,752 1,783,284,673 Cash and Cash Equivalents 8 30,801,664 17,876,240 Total Assets 6,735,748,749 5,862,322,040 Equity and Liabilities Shareholders' Equity: 4,527,478,325 3,857,261,553 Share Capital 9 1,011,890,880 864,864,000 Share Premium 750,000,000 750,000,000 Revaluation Surplus of Land 4.01 943,950,000 943,950,000 Retained Earnings 1,821,637,445 1,298,447,553 Non-Current Liabilities: 142,217,153 140,875,994 Deferred Tax Liability 11 142,217,153 140,875,994
Current Liabilities: 2,066,053,271 1,864,184,494 Current Portion of Lease Liabilities 10 3,519,604 17,191,573 Short term Liabilities 12 1,568,158,042 1,453,574,424 Creditors and Accruals 13 64,008,556 123,912,313 Income Tax Liability 14 382,932,338 222,518,512 Liability for WPPF and Welfare Fund 15 47,434,731 46,987,672 Total Liabilities 2,208,270,424 2,005,060,488 Total Liabilities and Shareholders' Equity 6,735,748,749 5,862,322,040 Net Asset Value Per Share (NAV) 24 44.74 44.60
The annexed notes form and integtal part of these financial statements.
Sd/- Sd/- Sd/- Sd/- Sd/- Chief Financial Officer Company Secretary Director Managing Director Chairman Signed in terms of our separate report of even date.
Sd/- Ahmed Zaker & Co. Chattogram Chartered Accountants Date: 28 Oct, 2018
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Ratanpur Steel Re-Rolling Mills Limited Statement of Profit or Loss and other Comprehensive Income For the Year ended on 30 June, 2018
Amount in BDT Notes 30-Jun-18 30-Jun-17
Revenue (Net off VAT) 16.00 7,659,678,631 7,488,695,752 Cost of Goods Sold 17.00 (6,382,687,177) (6,231,330,465) Gross Profit 1,276,991,453 1,257,365,287
Operating Expenses (97,109,563) (79,632,750) Administrative and Other Expenses 18.00 (36,403,330) (30,319,434) Selling and Distribution Expenses 19.00 (60,706,232) (49,313,316) Operating Profit 1,179,881,891 1,177,732,537
Finance Cost 20.00 (184,889,048) (191,799,234) Finance Income 21.00 1,136,500 807,818 Profit before WPPF and Income Tax 996,129,343 986,741,122
Contribution to WPPF and Welfare Fund 15.00 (47,434,731) (46,987,672) @ 5% Net Profit Before Income Tax 948,694,612 939,753,449
Tax Expenses Current Tax 14.00 (233,893,481) (222,518,512) Deferred Tax 11.00 (1,341,159) (9,377,079) Net Profit After Tax 713,459,972 707,857,859
Earnings Per Share (EPS) 22.00 7.05 8.18
Restated Earnings Per Share(Considering proposed 17% stock Bonus for the year ended 30th June 2017 23.00 7.05 7.00
The annexed notes form and integtal part of these financial statements.
Sd/- Sd/- Sd/- Sd/- Sd/- Chief Financial Officer Company Secretary Director Managing Director Chairman
Signed in terms of our separate report of even date.
Sd/- Ahmed Zaker & Co. Chattogram Chartered Accountants Date: 28 Oct, 2018
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Ratanpur Steel Re-Rolling Mills Limited Statement of Changes in Equity For the Year ended on 30 June, 2018
Amount in BDT Retained Revaluation Share Particulars Share Capital Total Equity Earnings Reserve Premium
For the financial year ended 30th June 2018 Balance as on 01 July 2017 864,864,000 1,298,447,553 943,950,000 750,000,000 3,857,261,553 Profit / (Loss) after tax 713,459,972 713,459,972 Share Premium - Bonus Share 147,026,880 (147,026,880) - Cash Dividend (43,243,200) (43,243,200) Balance as on 30 June, 2018 1,011,890,880 1,821,637,445 943,950,000 750,000,000 4,527,478,325
For the financial year ended 30th June 2017 Balance as on 01 July 2016 786,240,000 747,837,693 943,950,000 750,000,000 3,228,027,693 Profit / (Loss) after tax 707,857,860 707,857,860 Bonus Share 78,624,000 (78,624,000) - Cash Dividend (78,624,000) (78,624,000) Balance as on 30 June, 2017 864,864,000 1,298,447,553 943,950,000 750,000,000 3,857,261,553
The annexed notes form and integtal part of these financial statements.
Sd/- Sd/- Sd/- Sd/- Sd/- Chief Financial Officer Company Secretary Director Managing Director Chairman
Signed in terms of our separate report of even date.
Sd/- Ahmed Zaker & Co. Chattogram Chartered Accountants Date: 28 Oct, 2018
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Ratanpur Steel Re-Rolling Mills Limited Statement of Cash Flows For the Year ended 30 June, 2018
Amount in BDT 30-Jun-18 30-Jun-17 A. Cash Flows from Operating Activities Collection from sales and other income 7,554,507,252 6,992,937,639 Payment for cost and other expenses (7,340,548,617) (6,538,270,001)
Cash generated from operation 213,958,635 454,667,638 Financing Cost (44,955,503) (191,799,234) Income Taxes Paid (67,767,483) (83,227,883) Net cash inflow /(outflow) from Operating Activities 101,235,648 179,640,521
B. Cash flows from Investing Activities Acquisition of property, plant & equipment - (157,466,461) Investment in FDR (3,454,298) - Capital work in progress (2,607,344) (13,297,530) Net cash inflow /(outflow) from Investing Activities (6,061,642) (170,763,991) C. Cash flows from Financing Activities Short term loan Repayment (24,092,300) - Short term loan Received - 68,070,381 Dividend Paid (43,226,687) (78,624,000) Lease Loan Repayment (14,929,596) (14,232,473) Net cash inflow /(outflow) from Financing Activities (82,248,583) (24,786,091)
D. Net increase/(Decrease) in cash & cash equivalents (A+B+C) 12,925,424 (15,909,561) E. Cash and cash equivalents at the beginning 17,876,240 33,785,801
F. Cash and cash equivalents at the end (D+E) 30,801,664 17,876,240
Cash and cash equivalents as on 30th June 2018 Cash in Hand 9,021,100 3,223,443 Cash at Banks (Note-8.01) 21,780,564 14,652,797 30,801,664 17,876,240
G. Net Operating Cash Flow Per Share 1.00 2.08
The annexed notes form and integtal part of these financial statements.
Sd/- Sd/- Sd/- Sd/- Sd/- Chief Financial Officer Company Secretary Director Managing Director Chairman
Signed in terms of our separate report of even date.
Sd/- Ahmed Zaker & Co. Chattogram Chartered Accountants Date: 28 Oct, 2018
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Amount in BDT 30-Jun-18 30-Jun-17 4.00 Property Plant & Equipment At cost 2,508,700,319 2,508,700,319 Land and land Development 1,048,750,000 1,048,750,000 Factory Building & Civil Construction 402,531,158 402,531,158 Plant & Machinery 793,428,390 793,428,390 Logistics Equipment 77,810,979 77,810,979 Furniture & Fixture 2,962,460 2,962,460 Motor Vehicles 39,806,505 39,806,505 Office Equipment 13,510,827 13,510,827 Machinery under capital lease 129,900,000 129,900,000 Accumulated Depreciation: 485,189,392 419,356,780 Land and land Development - - Factory Building & Civil Construction 96,901,545 84,166,977 Plant & Machinery 272,162,450 232,927,379 Logistics Equipment 31,388,865 27,894,728 Furniture & Fixture 1,674,077 1,530,924 Motor Vehicles 25,857,344 22,370,054 Office Equipment 6,541,675 5,767,325 Machinery under capital lease 50,663,436 44,699,393
Written down value 2,023,510,927 2,089,343,539 Details shown in Annexure-1. 4.01 Revaluation Surplus of Land The company revalued its land & land development on 12 April 2012 by Emerging Resources Ltd. following the resolution of the Board of Directors on 30 April 2012 to make a reflection of the present value of those assets in the financial statements as on 30 June 2012. The Company did not revalue its other assets as because the difference of present value and book value of such asset is insignificant. Details of the revaluation of the assets are given below:
Net Book value Taka Revalued Amount Value Increase due to Particulars (30.06.2011) (Taka) Revaluation (Taka)
Land & Land development 104,800,000 1,048,750,000 943,950,000
4.02 Capital Work in Progress Opening Balance 13,297,530 - 51 Plot Office Building 39,900 376,988 Muradpur Office 2,567,444 12,920,542 15,904,874 13,297,530 5.00 Advances, Deposits and Prepayments Advances (Note:5.1) 775,771,661 62,639,398 Deposits (Note: 5.2) 11,295,971 9,373,178 Prepayments (Note: 5.3) 787,067,632 72,012,576 5.01 Advance Factory Staff 3,980,188 3,865,184 Advance Income Tax (Note- 5.01.01) 52,767,483 58,479,655 Advance to Supplier Party 717,833,632 - Value Added Tax-Current Account 1,190,358 294,559 775,771,661 62,639,398
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5.01.01 Advance Income tax Opening 58,479,655 44,739,457 Adjustment during the year (58,479,655) (44,739,457) Source Tax on Interest Income Payment During the year 52,767,483 58,479,655 52,767,483 58,479,655
5.02 Deposits: Bangladesh Power Development Board 1,140,000 1,140,000 FDR (Karnaphuli Gas Distribution Co. Ltd.) 6,162,371 6,310,048 FDR (Others) 3,981,600 BTCL 12,000 12,000 Lease Deposit - 1,911,130 11,295,971 9,373,178
6.00 Inventories Finished Goods 1,008,483,672 869,071,392 Raw Materials 889,623,487 980,179,200 Spares Parts 38,158,741 37,256,890 1,936,265,900 1,886,507,482
7.00 Accounts Receivable 1,942,197,752 1,783,284,673
7.01 Ageing of Accounts Receivables are as follows: Less than 30 days 679,769,213 624,149,636 Over 30 days but less than 60 days 504,971,416 410,155,475 Over 60 days but less than 90 days 466,127,461 463,654,015 Over 90 days 291,329,663 285,325,548 1,942,197,752 1,783,284,673 The management believe that above receivables are good and fully realisable.
8.00 Cash and cash equivalents Cash in Hand 9,021,100 3,223,443 Cash at Banks (Note-8.01) 21,780,564 14,652,797 30,801,664 17,876,240
8.01 Cash at Banks AB Bank Limited # 4000 17,072 22,067 AB Bank Limited # 4430 53,271 930,407 Agrani Bank Ltd # 9069 627,265 155,864 Al Arafa Islami Bank Limited # 3027(1331) 2,051,579 333,237 Bank Asia # 240 14,292 36,195 City Bank Limited # 6001 115,720 257,161 Dutch-Bangla Bank Limited # 0963 1,587,270 1,501,155 Exim Bank Limited # 2676 386,385 138,855 First Security Islami Bank Limited # 2598 37,444 118,430 HSBC # 004-111092-011 55,831 56,406 ICB Islami Bank Limited # 3098 1,210 1,785 Islami Bank Bangladesh Limited # 3718 492,416 248,412 Janata Bank Limited # 2788 870,752 47,053 Janata Bank Limited # 293 13,392 16,556 Meghna Bank Limited # 0007 318,574 31,631 Meghna Bank Limited # 0131 20,856 24,686 Mercantile Bank Limited # 588 636,952 100,136
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National Bank Limited # 1876(New 915) 50,479 499,979 National Credit and Commerce Bank Limited # 804 119,435 170,338 One Bank Limited # 275 101,195 683,983 Premier Bank Limited # 1729 50,578 303,277 Pubali Bank Limited # 0724 2,601,603 542,905 Sonali Bank Limited # 17497 24,138 1,344,650 South Bangla Agriculture & 2,831,443 2,721,818 Commerce Bank Limited # 45119 South Bangla Agriculture & Commerce Bank Limited # 0778 1,465,267 104,125 Southeast Bank Limited # 02091 2,915 3,501 Southeast Bank Limited # 45907 10,690 11,610 Southeast Bank Limited # 998 1,211,308 109,735 Social Islami Bank Limited -1342 200,945 Standard Bank Limited # 217 133,471 234,780 Trust Bank Limited # 1020 3,087,786 3,070,730 Trust Bank Limited # 277 780,188 87,413 Trust Bank Limited # 015 345,238 326,540 United Commercial Bank Limited # 238 1,388,875 341,500 United Commercial Bank Limited # 601(New 168) 63,871 64,446 United Commercial Bank Limited # 6785(new-158) 10,861 11,436 21,780,564 14,652,797
9.00 Share Capital Authorised Share Capital 50,000,0000 Ordinary Shares of BDT 10 each 5,000,000,000 1,000,000,000 Authorised Share Capital are increased to 500 Crore. by decided in Board of Directors Meeting no ______as on ______and subsequently approved by the shareholders in 1st EGM held as on 31.07.2017
Issued, Subscribed and Paid-up capital 29,600,000 Ordinary Shares of Tk. 10 each (For the year 2014) 296,000,000 296,000,000 35,920,000 Ordinary Share as at Tk. 10 each (For the year 2015) 359,200,000 359,200,000 131,040,000 Ordinary Shares as at Tk. 10 each (For the year 2016) 131,040,000 131,040,000 78,624,000 Ordinary Shares as at Tk. 10 each (For the year 2017) 78,624,000 78,624,000 14,702,688 Ordinary Shares as at Tk. 10 each (For the year 2018) 147,026,880 - 101,189,088 Ordinary Shares of BDT 10 each 1,011,890,880 864,864,000 (14,702,688 Bonus Share at Tk. 10 each has been issued for the year 2017-2018)
9.01 Classification of shares by holding class by number of shares Class by Number of Shares Number of Holders Number of Shares Holding (%) Less than 500 4,710 1,007,297 1.00% From 500 to 5,000 3,436 6,329,350 6.25% From 5,001 to 10,000 507 3,734,719 3.69% From 10,001 to 20,000 290 4,161,432 4.11% From 20,001 to 30,000 114 2,810,780 2.78% From 30,001 to 40,000 52 1,824,832 1.80% From 40,001 to 50,000 42 1,930,130 1.91%
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From 50,001 to 100,000 82 5,814,433 5.75% From 100,001 to 1,000,000 55 12,978,447 12.83% Above 10,00,000 15 60,597,668 59.89% Total 9,303 101,189,088 100%
9.02 Compositon of Shareholders at 30 June, 2018 Name of Shareholders Number of Shares Holding (%) Sponsor Shareholders 47,585,003 47.026 Institute Shareholders 23,979,696 23.698 Other Shareholders 29,624,389 29.276 Total 101,189,088 100.00 9.03 Composition of Share holding as at 30 June, 2018 Name Number of share Holding (%) ICB (Corporate Director, Nominated To Kazi Sanaul Hoq) 17,303,640 17.100 Mr. Maksudur Rahman (Managing Director) 14,958,506 14.783 Md. Younus Bhuiyan (Director) 5,284,609 5.223 Shamsun Nahar Rahman (Director) 5,882,408 5.813 Marzanur Rahman (Director) 2,077,920 2.054 Mizanur Rahman (Director) 2,077,920 2.054 Other Shareholders 53,604,085 52.974 Total 101,189,088 100.000 10.00 Lease Liability IDLC Finance Lease Liability-1001 (Note: 10.01) 3,519,604 16,395,683 IDLC Finance Lease Liability-1002 (Note: 10.02) - 795,891 3,519,604 17,191,573 10.01 IDLC Finance Lease Liability-1001 Due Within one Year 3,519,604 16,395,683 Due After one year - - 3,519,604 16,395,683 10.02 IDLC Finance Lease Liability-1002 Due Within one Year - 795,891 Due After one year - - - 795,891 10.03 Terms of leased loan (IDLC) Lender: IDLC Finance Limited Total lease facilities: The lease loan amount was Eight crore and eighty lac on which 7.74 crore enjoyed by the company. Interest rate: Initial interst rate is 16.70% per annum for the one year from the date of disbursement. Thereafter the rate of interst shall be reviewed at annual intervals. Loan term: 5 years Monthly Installment: Monthly Installment Revised at BDT 19,11,130 which effective from 14.11.2012 Disbursement: Disbursement was made on 7th January 2013 and 14th Novemver, 2012. Repayment:
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The both Loan facility of IDLC finance will be repayable in 60 equal monthly installment. Purpose: The purpose of the loan is for the procurement of the capital machinery. Security a) Personal Gurantee from all Directors of the Company.
11.00 Deferred tax Liability Deferred tax liability has been calculated below at the applicable tax rate on the difference between the carrying value of property, plant and equipment as per financial statements and tax written down value and financial position’s liability method for gratuity obligation.
Opening balance 140,875,994 131,498,915 Deffered tax liability /(assets) as on 30 June. 1,341,159 9,377,079 Increase /(decrease) of deffered tax liability 142,217,153 140,875,994
Details Shown in Annexure-2. 12.00 Short Term Liabilities: Sonali Bank: Pledge # 08 400,780,212 357,020,071 Sonali Bank: Hypo # 22 657,290,956 593,641,577 Sonali Bank # LTR 510,086,875 502,912,776 1,568,158,042 1,453,574,424 12.01 Terms of CC loan (Sonali Bank) Lender: Sonali Bank Limited Total loan: Total loan amount Limit is Tk. 75 crore which consist of Tk. 45 crore of Hypothecation and Tk. 30 crore of pledge loan.
Interest rate: Annually Hypo-13% and pledge-13% compound interest on three month installment basis. Thereafter the rate of interst shall be reviewed at annual intervals. Margin: 20% margin on both Hypo and Pledge Facility. Re-payment: From sale of finished goods on Daily, weekly or lumpsum payment before the specified date of repayment. Security: Hypo & Pledge a) Raw-materials, work in progress, finished goods, machineries, spare parts etc stored in the Factory and warehouse. b) Industrial Plot no 175 & 176 Purpose: To meet the working capital Terms of LTR Loan ( Sonali Bank) Lender Sonali Bank Total Loan Facility Tk 50 Crore LTR Facility for 90 days Period.
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Interest Rate Applied Annually 13% Interest Rate. Security a) Personal Guarantee of all the Directors of Ratanpur Steel Re-rolling Mills Limited. b) Post Dated Cheque c) Industrial Plot no 175 & 176 Matuarity date: Apprx. 90 days from disposal
13.00 Creditors and Accruals Accounts payable 218,520 580,520 Advance Against Sales 6,450,336 91,210,925 For Revenue Expenses (Note: 13.01) 51,185,401 26,001,780 Other Finance (Note: 13.02) 6,154,299 6,119,088 64,008,556 123,912,313 13.01 For Revenue Expenses Accrued for Salary & wages 7,058,079 6,713,087 Accrued for Electricity Bill 40,895,248 15,176,200 Accrued for Gas Bill 2,863,024 3,670,598 Accrued for Wasa Bill 17,026 86,510 Accrued for Telephone Bill 2,024 5,386 Audit Fees 350,000 350,000 51,185,401 26,001,780 13.02 Other Finance Unclaimed Refund Warrant Local 3,070,730 3,070,730 Foreign (USD $) 345,238 326,540 Foreign refund warrant are increases due to changes in the foreign exchange rate Total 3,415,968 3,397,270
Unclaimed Dividend 2,738,331 2,721,818 6,154,299 6,119,088
14.00 Income Tax Liability Accrued during the year 382,932,338 222,518,512 382,932,338 222,518,512 Details shown in Annexure-3.
15.00 Workers' Profit Participation Fund and Welfare Fund Opening Balance 46,987,672 18,580,401 Add: Addition during the year @ 5% 47,434,731 46,987,672 94,422,403 65,568,073 Less: Paid during the year (46,987,672) (18,580,401) Closing Balance 47,434,731 46,987,672
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Amount in BDT 30-Jun-18 30-Jun-17 16.00 Revenue 7,712,283,831 7,541,531,226 Sale of MS Rod 7,454,273,640 7,168,458,635 Misroll & Others 258,010,191 373,072,592
Gross Revenue 7,712,283,831 7,541,531,226 Value Added Tax (VAT) (52,605,200) (52,835,474) 7,659,678,631 7,488,695,752 Quantity as per sales is shown in Note: 26.01
17.00 Cost of Goods Sold Raw Materials Used (Note: 17.01) 6,199,035,713 5,837,484,778 Direct Labor 72,336,152 69,033,233 Electricity Bill 107,444,201 106,533,171 Wasa Bill 171,415 100,007 Spare Parts Used (Note : 17.02) 44,146,039 43,752,940 Loading & Unloading Bill 11,381,600 12,369,896 Gas Bill 24,051,625 26,381,000 Prime Cost (A) 6,458,566,745 6,095,655,025
Indirect Expenses associated with production 63,532,711 58,384,140 (B) Repair & Maintenance 428,520 627,457 Medical Exp. 563,210 452,679 Depreciation (Annexure-01) 62,540,981 57,304,004
Cost of Production (A+B) 6,522,099,457 6,154,039,165
Opening Finished Goods 869,071,392 946,362,692 Cost of Goods Available for Sale 7,391,170,849 7,100,401,857 Closing Finished Goods (1,008,483,672) (869,071,392) Cost of Goods Sold 6,382,687,177 6,231,330,465
17.01 Raw Materials Used Opening Stock of Raw Materials 980,179,200 635,477,378 Purchases of Raw Materials 6,108,480,000 6,182,186,600 Cost of Raw Materials available for use 7,088,659,200 6,817,663,978 Closing Raw Materials (889,623,487) (980,179,200) Cost of Raw Materials used 6,199,035,713 5,837,484,778
17.02 Spare Parts used Opening Stock of Spare Parts 37,256,890 32,056,210 Purchase during the year 45,047,890 48,953,620 Spare Parts available for use 82,304,780 81,009,830 Closing Stock of Spare Parts (38,158,741) (37,256,890) Spare Parts used during the year 44,146,039 43,752,940
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18.00 Administrative and Other Expenses Director's remuneration (Note-27) 1,965,000 1,965,000 Salary & Allowance 6,623,232 6,307,840 Entertainment 832,230 1,611,435 Travelling Expenses 1,895,390 2,167,175 Legal Expenses 5,090,605 196,500 Stationary 690,198 286,327 Paper & Periodicals 14,044 8,332 Postage & Stamp 193,461 244,755 Mobile Bill 1,896,966 1,305,346 Electricity Expenses 972,849 1,127,146 Audit Fees 350,000 350,000 Telephone Bill 12,209 35,250 Internet Bill 916,910 990,322 Fire License Expenses 3,000 3,000 Office Expenses 814,437 725,647 Sundry Expenses 1,679,740 796,026 Office rent 240,000 240,000 ISO related Expenses 70,900 279,059 Insurance 703,231 714,120 Conveyance 816,809 607,461 Land Revenue 29,700 68,682 Depreciation (Annexure-01) 3,291,631 3,016,000 Certificate and Membership Expenses 149,000 1,252,814 Guest house Expenses 344,288 184,302 Repairs and maintenance 1,852,630 3,992,230 Medical Expenses 229,040 23,881 Vehicle Expenses 842,980 594,157 AGM Related Expense 3,862,750 1,210,327 Trade License 20,100 16,300 36,403,330 30,319,434
19.00 Selling and Distribution Expenses Carriage Outwards 24,128,399 23,425,630 Salary & Allowance 5,737,566 5,215,969 TA & DA of Sales Representative 4,569,850 3,926,530 Sales Commission - 2,000,000 Travelling Expenses 473,848 928,789 Rod testing Expenses 426,700 563,768 Advertisement Expenses 25,369,870 13,252,630 60,706,232 49,313,316
20.00 Finance Cost: Interest on Lease Loan: 1,257,627 3,028,291
IDLC Lease Liability-1001 & 1002 1,257,627 3,028,291
Interest on CC-Hypo: 73,617,610 75,413,754
Sonali Bank Limited: Hypo # 1027 73,617,610 75,413,754
Interest on CC-Pledge: 48,394,141 47,683,171
Sonali Bank Limited: Pledge # 1084 48,394,141 47,683,171
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Interest on Sonali Bank # LTR 60,974,099 65,248,956
Bank Charges 645,571 425,062
184,889,048 191,799,234
21.00 Finance Income AB Bank Limited # 4430 72,144 68,432 Al-Arafah Islami Bank Limited # 1331 20,638 13,576 Agrani Bank Ltd # 9069 13,926 16,718 Bank Asia # 240 21,922 21,694 City Bank Limited # 6001 12,494 16,619 Dutch Bangla Bank Limited # 0963 22,321 55,736 Exim Bank Limited # 2676 8,505 7,239 First Security Islami Bank Limited # 2598 26,094 28,903 Janata Bank Limited # 293 254 258 Meghna Bank Limited # 0007 4,004 11,479 Marcentile Bank Limited# 588 24,710 16,112 National Credit and Commerece Bank Limited # 804 35,216 25,764 One Bank Limited # 275 28,439 24,362 Premier Bank Limited # 1729 7,847 7,318 Pubali Bank Limited # 0724 45,023 40,403 Social Islami Bank Ltd #1342 3,906 - South Bangla Agriculture & Commerece Bank Limited # 45119 207,723 139,905 Southeast Bank Limited # 998 31,818 127,510 Standard Bank Limited # 217 10,460 12,298 Trust Bank # 1020 23,007 45,487 Trust Bank Limited # 277 9,256 20,856 United Commercial Bank Limited # 238 80,433 53,813 FDR Interest 426,361 53,340 1,136,500 807,818
22.00 Earnings per share (EPS) Net profit attributable to the shareholders for 713,459,972 707,857,860 the year Number of Ordinary Shares at year end 101,189,088 86,486,400 Weighted no. of ordinary shares outstanding at the end of the Basic EPS 7.05 8.18
23.00 Restated EPS Considering Proposed 10% Stock Bonus For the year ended 30th June,2016 Net profit attributable to the shareholders for 713,459,972 707,857,860 the year Number of Ordinary Shares at year end 101,189,088 101,189,088
Restated EPS 7.05 7.00
Earnings per share (EPS) has been computed by dividing the net profit after tax (NPAT) by the present weighted average number of ordinary shares outstanding as per BAS-33 and EPS for the year preceding year has been restated based on the new weighted average number of ordinary shares in accordance with para 64 of BAS 33.
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24.00 Net Asset Value per share (NAV) Total Assets 6,735,748,749 5,862,322,040 Less: Total Liabilities 2,208,270,424 2,005,060,488 Shareholders' Equity 4,527,478,325 3,857,261,553 Number of Ordinary Shares at the year end 101,189,088 86,486,400 Net Asset Value per share (NAV) 44.74 44.60
25.00 Net Operating Cash Flow per share (NOCF) Net cash inflow /(outflow) from Operating 101,736,364 179,640,521 Activities Number of Ordinary Shares at the year end 101,189,088 86,486,400 Net Operating Cash Flow per share (NOCF) 1.01 2.08
26.00 Quantitative movement of Inventories Raw Materials Raw Materials Raw Materials (M. Tons) (M. Tons) Opening stock 24,752 15,860 Purchase during the year 141,400 147,970
Total 166,152 163,830 Consumed during the year (145,300) (139,078) Closing stock 20,852 24,752 Finished Goods Opening stock 18,336 21,052 Production during the period 142,394 136,664 Total 160,730 157,716 Sales during the period (Note: 26.01) (138,800) (139,380) Closing Stock 21,930 18,336
26.01 Sales During the Period MS Rod 131,570 128,796 Misroll & Others 7,230 10,584 138,800 139,380
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27.00 i) Payment information to Directors as Per requirement of schedule XI, part II, Para 4 of the
Name Nature of Relationship Remuneration Mr.Maksudur Rahman Managing Director 700,000 Mrs.Shamsun Nahar RahmanDirector 615,000 Md. Younus Bhuiyan Director 650,000 Total 1,965,000
iii) Aggregate amount of remuneration paid to all Directors and Officers during last Directors & Officers Amount Directors 1,965,000 Officer/Executive (Management & Non Management) 86,661,950
28.00 Production capacity & Actual production M.Tons (2017-18) M.Tons (2016-17) Production capacity (Yearly Basis) 187,200 187,200 Actual Production 142,394 136,664 Excess/(Shortfall) (44,806) (50,536) Capacity Utilized 76.07% 73.00%
29.00 Depreciation to be charge Manufacturing 62,540,981 57,304,004 Administrative 3,291,631 3,016,000 Total 65,832,612 60,320,004
30.00 Related party transaction
Nature of Transaction during Particulars Relationship Transactions the year Supply of Raw Modern Steel Mills Limited Group Concern 2,808,265,900 Material
31.00 Contingent Liability The company had no contingent liabilities .
32.00 Capital Commitment: The company had no capital commitment at the reporting date.
33.00 Employee Position of Modern Steel Mills Ltd as per requirement of schedule XI, part II, Para 3 Officer & Worker Salary Range (Monthly) Total Employee Head Office Factory Below 6000 - - - Above 6000 530 120 410
34.00 Advances, Deposits & Prepayment (Note: 5) as per Schedule XI, Part-1 of the Companies Act 1994. Advance, Deposits and pre-payments exceeding 6 Months 11,295,971 Not exceeding 6 Months 775,771,661 Advance, deposits and pre-payments considered Good and Secured Nil Advance, deposits and pre-payments considered Good without security 787,067,632 Advance, deposits and pre-payments considered doubtful or Bad Nil
Advance, deposits and pre-payments Due by Directors Nil Other Officers against Salary 3,980,188
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Advance, Deposits and pre-payments due from companies under same management: Nil
Maximum Advance, deposits and pre-payments Due by Directors Nil Officers at any time 3,980,188
35.00 Account Receivable (Note: 7) as per Schedule XI, Part-1 of the Companies Act 1994.
Debts exceeding 6 Months 679,769,213 Not exceeding 6 Months 1,262,428,539
Debts considered Good and Secured 1,942,197,752 Debts considered Good without security Nil
Debts considered doubtful or Bad Debts Due by Directors Nil Other Officers Nil
Debts due from companies under same management: Maximum Debts Nil Due by Directors Nil Officers at any time Nil
36.00 General 36.01 Audit Fee: Audit fee of Tk. 350,000/- only represent the audit fee inclusive of VAT
36.02 Employee Long Term Benefit: The Company has no Gratuity Fund & PF Scheme as yet as such no provision has been made in
36.03 Event after Balance Sheet Date: a) As per BSRS - 10 "Event after Balance Steet Date" are arose event favorable and unfavorable, Those that provide evidence of conditions that existed at the end of the reporting year (adjusting events after reporting date); and Those that are indicative of conditions that arose after the reporting year (Non-adjusting events after balance sheet date).
b) Recommended Dividend for the year 2017-2018 The Board of director in its 360th Board Meeting dated 28th oct, 2018 have been recommended Cash dividend @ 12 % for the year ended 30th June 2018 .
36.04 No material events has occurred after the balance sheet date to the date of issue of these
36.05 There is no interest capitalized during the year 36.06 Board Meeting In the financial year 2017-2018, the company arranged 06 nos board meeting.
37.00 WPPF: As per Bangladesh Labor Law 2006 and Bangladesh labor (Amendment) Act 2013, WPPF has been calculated @ 5% of net profit after charge the WPPF before Income Tax
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Annexure-1 Ratanpur Steel Re- Rolling Mills Limited Schedule of Property, Plant & Equipment For The Financial Year Ended 30 June, 2018
Factory Machinery Land and land Plant & Logistics Furniture Motor Office In Taka Building & under capital Total Develop. Machinery Equipment & Fixture Vehicles Equipment Civil Cons. lease
Property, Plant & Equipment at Cost/Revalued Amount
Balance BD (01.07.2017) 1,048,750,000 402,531,158 793,428,390 77,810,979 2,962,460 39,806,505 13,510,827 129,900,000 2,508,700,319 Addition during the year ------Disposal During the year ------Balance CD (30.06.2018) 1,048,750,000 402,531,158 793,428,390 77,810,979 2,962,460 39,806,505 13,510,827 129,900,000 2,508,700,319
Accumulated Depreciation
Depreciation Rate - 4% 7% 7% 10% 20% 10% 7%
Balance BD (01.07.2017) - 84,166,977 232,927,379 27,894,728 1,530,924 22,370,054 5,767,325 44,699,393 419,356,780 Charge for the year - 12,734,567 39,235,071 3,494,138 143,154 3,487,290 774,350 5,964,042 65,832,612 Disposal During the year ------Balance CD (30.06.2018) - 96,901,545 272,162,450 31,388,865 1,674,077 25,857,344 6,541,675 50,663,436 485,189,392
Written Down Value 1,048,750,000 305,629,613 521,265,940 46,422,114 1,288,383 13,949,161 6,969,152 79,236,564 2,023,510,927 (30.06.2018)
Allocation of Depreciation Note Ratio Amount Charge for the year 65,832,612 Factory Overhead 17 95% 62,540,981 Administrative Overhead 18 5% 3,291,631 Total 65,832,612
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Annexure-2
Ratanpur Steel Re-Rolling Mills Limited Deferred Tax Calculation For the year ended 30 June, 2018
Taxable Temporary Difference for leases asset Total Lease Payment for the period 14,929,596 Total Interest Payment for leased assets (1,189,739) Total Depreciation on leased assets (5,964,042) 7,775,815
Deferred Tax liability for other than laese assets 152,131,882 Deferred Tax liability for lease assets 1,943,954 Total Deferred tax liability 154,075,836
Deferred tax asset on WPPF (11,858,683) Total Deferred tax assets (11,858,683)
Net Deferred tax Liability 142,217,153 (Shown on Balance Sheet- as on 30 June, 2018)
Previous Year Balance 140,875,994
Deferred Tax Expense/( Income) 1,341,159 (Shown on Income Statement for the year ended 30 June 2018)
Considered applicable Rate of Income Tax @ 25%
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Annexure-3
Ratanpur Steel Re-Rolling Mills Limited Income Tax Liabilities For the financial year ended on 30 June, 2018
Particulars Amount in BDT
Computation of total income AY: 2018-2019 IY: 2017-2018 Accounting profit before tax 948,694,612
Add: Other Inadmissible allowances 114,524,970 Add: Accounting depreciation 65,832,612 Add: Interest on leased assets 1,257,627 Add: Provision for WPPF 47,434,731
Total 1,063,219,582
Less: Items for separate consideration (128,782,159) Depreciation as per 3rd schedule (65,728,389) Payment for WPPF ( Previous) (46,987,672) Lease payment (principal plus interest) (14,929,596) Interest Income (1,136,500)
Total income/(Loss) from Operation 934,437,424 Add : Income from Other Sources (U/S- 33 of the ITO, 1984) 1,136,500 Total Taxable Income 935,573,924 Rate 25% Income tax 233,89 3,481
Add: Tax (16-17) 222,518,512 Paid by Chaque (15,000,000) Advance Paid 16-17 (58,479,655)
Total Outstanding (17-18) 382,932,338
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Rule-8(i) SUMMARIZED CASH-FLOWS STATEMENT, PROFIT AND LOSS ACCOUNT AND BALANCE SHEET, AND DIVIDEND DECLAREDAND PAID FOR EACH OF THE 5 (FIVE) YEARS IMMEDIATELY PRECEDING THE ISSUE OF RIGHTS SHARE OFFER DOCUMENT OR FOR SUCH SHORTER PERIOD DURING WHICH THE ISSUER WAS IN COMMERCIAL OPERATION
RATANPUR STEEL RE-ROLLING MILLS LIMITED Auditor's Report under Section-135(I), Para 24(I), of Part-II of Schedule III to the Companies Act 1994
As required under Section-135(I), Para 24(I), of Part-II of Schedule III to the Companies Act 1994, management of Ratanpur Steel Re-Rolling Mills Limited ('the company') has prepared the following statements of assets and liabilities, profit and loss accounts and cash flows for the year ended 30th June, 2018, 2017,2016, 2015 & 2014 and submitted those to us for working and issuance of our confirmation thereon.
We as the auditors of the Company having examined the financial statements of the Company for the year ended 30th June, 2018, 2017,2016, 2015 & 2014 hereby confirm that the following information has been correctly extracted from those audited financial statements.
Financial statements for the year ended 30th June, 2018, 2017 & 2016 were audited by us. Financial statements for the year ended 30th June, 2015 and for the year ended 30th June, 2014 were audited by AHMAD & AKHTAR, Chartered Accountant,. In pursuance of section 135(1) under paragraph 24(1) of part II of the Third schedule of the Companies Act 1994 our report is as under:
A. STATEMENT OF FINANCIAL POSITION FOR THE PRECEDING 5 YEARS:
30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14 Particulars Taka Taka Taka Taka Taka Assets Non-Current Assets: 2,039,415,801 2,102,641,069 1,992,197,082 2,001,603,148 2,064,962,612 Property Plant & Equipment 2,023,510,927 2,089,343,539 1,992,197,082 2,001,603,148 2,064,962,612 Capital Work-In-Progress 15,904,874 13,297,530 - - -
Current Assets: 4,696,332,948 3,759,680,971 3,003,792,077 2,801,575,583 2,684,574,070 Advances, Deposits and Prepayments 787,067,632 72,012,576 69,391,255 124,277,486 131,883,769 Inventories 1,936,265,900 1,886,507,482 1,613,896,280 1,739,842,561 1,751,235,595 Accounts Receivable 1,942,197,752 1,783,284,673 1,286,718,741 913,387,690 787,647,565 Cash and Cash Equivalents 30,801,664 17,876,240 33,785,801 24,067,846 13,807,142 Total Assets 6,735,748,749 5,862,322,040 4,995,989,159 4,803,178,731 4,749,536,683
Equity and Liabilities Shareholders' Equity: 4,527,478,325 3,857,261,553 3,228,027,693 2,989,561,262 1,744,278,182
Share Capital 1,011,890,880 864,864,000 786,240,000 655,200,000 296,000,000 Share Premium 750,000,000 750,000,000 750,000,000 750,000,000 - Revaluation Surplus of Land 943,950,000 943,950,000 943,950,000 943,950,000 943,950,000 Retained Earnings 1,821,637,445 1,298,447,553 747,837,693 640,411,262 504,328,182
Non-Current Liabilities: 142,217,153 140,875,994 140,843,317 143,001,809 219,191,847
Long Term Portion of Lease Liabilities - - 9,344,401 28,656,598 50,599,842 Deferred Tax Liability 142,217,153 140,875,994 131,498,915 114,345,211 168,592,005
Current Liabilities: 2,066,053,271 1,864,184,494 1,627,118,149 1,670,615,660 2,786,066,653
Current Portion of Lease Liabilities 3,519,604 17,191,573 22,079,644 21,834,178 28,300,179 Short term Liabilities 1,568,158,042 1,453,574,424 1,385,504,042 1,382,939,074 1,323,010,208 Deferred Letter of Credit - - - - 182,105,000 Accounts Payable - - - - 1,173,343,220 Advance against Sales - - - - 8,771,368 Creditors and Accruals 64,008,556 123,912,313 117,726,179 201,282,584 - Income Tax Liability 382,932,338 222,518,512 83,227,883 51,088,581 45,956,304 Liability for WPPF and Welfare Fund 47,434,731 46,987,672 18,580,401 13,471,243 10,491,462 Outstanding Libilities - - - - 14,088,911 Total Liabilities 2,208,270,424 2,005,060,488 1,767,961,466 1,813,617,469 3,005,258,500 Total Liabilities and Shareholders' Equity 6,735,748,749 5,862,322,040 4,995,989,159 4,803,178,731 4,749,536,683
Net Assets Value Per Share (NAV) 44.74 44.60 41.06 45.63 58.93
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B. STATEMENT OF OPERATING RESULT FOR THE PRECEDING 5 YEARS:
30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14 Particulars Taka Taka Taka Taka Taka Revenue (Net off VAT) 7,659,678,631 7,488,695,752 5,377,411,796 5,503,171,247 4,766,995,506 Cost of Goods Sold (6,382,687,177) (6,231,330,465) (4,726,868,604) (4,953,728,278) (4,301,993,578) Gross Profit 1,276,991,453 1,257,365,287 650,543,192 549,442,969 465,001,928 16.79 Operating Expenses (97,109,563) (79,632,750) (64,505,851) (80,256,117) (75,878,976) Administrative and Other Expenses (36,403,330) (30,319,434) (24,225,311) (20,987,512) (18,363,563) Selling and Distribution Expenses (60,706,232) (49,313,316) (40,280,540) (59,268,605) (57,515,413) Operating Profit 1,179,881,891 1,177,732,537 586,037,341 469,186,852 389,122,952 Finance Cost (184,889,048) (191,799,234) (196,649,573) (186,999,352) (169,083,190) IPO Expense - - - (22,249,769) - Finance Income 1,136,500 807,818 800,650 22,958,380 280,935
Profit before WPPF and Income Tax 996,129,343 986,741,122 390,188,419 282,896,111 220,320,697 Contribution to WPPF and Welfare Fund @ (47,434,731) (46,987,672) (18,580,401) (13,471,243) (10,491,462) Net Profit Before Income Tax 948,694,612 939,753,450 371,608,018 269,424,868 209,829,235 Tax Expenses: Current Tax (233,893,481) (222,518,512) (83,227,883) (51,088,581) (45,956,304) Deferred Tax (1,341,159) (9,377,079) (17,153,704) 54,246,794 (8,915,075) Net Profit After Tax 713,459,972 707,857,860 271,226,431 272,583,080 154,957,856
Profit available for appropriation 713,459,972 707,857,860 271,226,431 272,583,080 154,957,856
Earning Per Share - Basic 7.05 8.18 3.45 4.36 5.24
Earning Per Share - Restated - 7.00 3.14 3.47 2.48
C: DIVIDEND DECLEARED: Cash 12% 5% 10% 5% 5% Stock - 17% 10% 20% 20%
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D. STATEMENT OF CASH FLOWS FOR THE PRECEDING 5 YEARS:
30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15 30-Jun-14 Particulars Taka Taka Taka Taka Taka
A. Cash Flows from Operating Activities Collection from sales and other income 7,554,507,252 6,992,937,639 5,047,483,778 5,440,726,727 4,469,575,693 Payment for cost and other expenses (7,340,548,617) (6,538,270,001) (4,643,298,836) (6,161,392,761) (4,144,112,404) Payment of VAT - - (42,602,382) (40,337,225) (30,970,213) Cash generated from operation 213,958,635 454,667,638 361,582,560 (761,003,259) 294,493,076 Financing Cost (44,955,503) (191,799,234) (196,649,573) (186,999,352) (169,083,190) Income Taxes Paid (67,767,483) (83,227,883) (51,088,581) (45,956,304) (39,896,283) Net cash inflow /(outflow) from 101,235,648 179,640,521 113,844,406 (993,958,915) 85,513,603 Operating Activities
B. Cash flows from Investing Activities Acquisition of property, plant & - (157,466,461) (52,299,722) - (14,209,999) equipment Investment/Encashment in FDR (3,454,298) - - - - Capital work in progress (2,607,344) (13,297,530) - - - Net cash inflow /(outflow) from (6,061,642) (170,763,991) (52,299,722) - (14,209,999) Investing Activities
C. Cash flows from Financing Activities
Short term loan Repayment (24,092,300) - - (750,000,000) (42,703,550) Short term loan Received - 68,070,381 - 809,928,866 - Dividend Paid (43,226,687) (78,624,000) (32,760,000) (27,300,000) - Share Capital - - - 250,000,000 - Share Premium - - - 750,000,000 - Lease Loan Repayment (14,929,596) (14,232,473) (19,066,730) (28,409,246) (23,827,876) Lease Loan Addition - - - - - Net cash inflow /(outflow) from (82,248,583) (24,786,091) (51,826,730) 1,004,219,620 (66,531,426) Fianancing Activities
Net increase/(Decrese) in cash & cash D. 12,925,424 (15,909,561) 9,717,954 10,260,705 4,772,178 equivalents (A+B+C) E. Cash and cash equivalents at the beginning 17,876,240 33,785,801 24,067,846 13,807,142 9,034,964
Cash and cash equivalents at the end F. 30,801,664 17,876,240 33,785,801 24,067,846 13,807,142 (D+E)
Net Operating Cash Flows per share 1.00 2.08 1.45 (15.17) 2.89
Point to be noted: 1 The Company was incorporated on April 22, 1986; 2 The Statement of Financial Position as on June 30, 2018, 2017 & 2016 of the Company has been duly certified by us; The Statement of Profit or Loss and other Comprehensive Income for the year ended June 30, 2018, 2017 and 2016 of the Company has been 3 duly certified by us; 4 The Statement of Cash Flows for the year ended June 30, 2018, 2017 and 2016 of the Company are enclosed and certified by us; 5 The Company has no subsidiaries; 6 Net Asset Value Per Share, Earning per Share (EPS) and Net Operating Cash Flows per Share has been re-stated if necessary; Dividend declared 5% cash against the amount of share capital and 20 % bonus share against ordinary shares as per record date in the year 7 2013-14.
SD/= Place: Chattogram Ahmed Zaker & Co. Dated: Chartered Accountants
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[SEC Notification No. AUDITORS’ CERTIFICATE OF COMPLIANCES OF CONDITIONS OF THE CORPORATE GOVERNANCE GUIDELINES TO SEC/CMRRCD/2006- 158/134/admin/44 dated THE SHAREHOLDERS 7thAugust 2012]
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Rule-8(j) LENGTH OF TIME DURING WHICH THE ISSUER HAS CARRIED ON BUSINESS
Ratanpur Steel Re-rolling Mills Limitedis one of the leading integrated steel manufacturing companies in Bangladesh engaged in manufacturing of MS Rod Deformed Bar. The Company was incorporated in Bangladesh on 22nd April, 1986 as a Private Company Limited by shares under the Companies Act 1994. The activities of the Company are manufacturing and trading of iron products and all kinds allied steel materials, marketing and sale thereof. The commercial production of the factory commenced on 01 July, 1986. The company is in active operation for the period of 32 years.
Rule-8(k) IMPLEMENTATION SCHEDULE FOR COMPLETION OF EACH SEGMENT OF THE PROJECT ALONGWITH THE PROPOSED DATES OF TRIAL AND COMMERCIAL OPERATION OF THE PROPOSED PROJECT
The proceeds received from right issue will be implemented in the following manner:
Purpose Total Price (BDT) Proposed Implementation Period Business expansion: enhancement of production capacity Within 20 months after receiving 1,664,484,800 of 170,000 MT per Annum the fund Within 30 Days after receiving the Right Issue Expenses 18,074,594 Fund Total: 1,682,559,394
Break-down of Business Expansion: SOURCE OF FUND PARTICULARS NOTE AMOUNT IN BDT RIGHT ISSUE OTHERS Land & Building/Civil Works Pls. see note A 351,950,617 - 351,950,617 Plant & Machinery Pls. see note B 1,191,993,493 873,275,596 318,717,897 Erection & Installation of Pls. see note C 119,199,349 119,199,349 - Machinery Computer & Accessories Pls. see note D 270,000 270,000 - Pre-operating expenses Pls. see note E 1,071,341 1,071,341 - Right Issue Expenses Issue Mgt. fee, Underwriters commission, Banker to the Issue fee, BSEC consent fee, DSE & - CSE Listing fee, Rights issue management fee 18,074,594 18,074,594 and other related expenses etc. Total 1,682,559,394 1,011,890,880 670,668,514
Note (A): Land & Building/Civil Works: Sl. AREA DESCRIPTION OF WORK UNIT RATE AMOUNT IN BDT NO. /QUANTITY 1 Cost of Civil Works for Factory Shed 40,000.00 1,818.23 72,729,000 2 Cost of Fabrication , Erection of steel structure 40,000.00 1,794.38 71,775,000 3 Cost of supply, fixing & fitting of Asbestos Sheet with accessories 40,000.00 482.75 19,310,000 4 Civil cost of 360mm Rolling Mill Foundation Works 950.00 12,736.84 12,100,000 5 Civil Cost of 235mm Intermediate Mill Foundation work 1,453.00 9,979.35 14,500,000 6 Civil cost of 260mm Finishing Mill Foundation Works. 850 11,369.41 9,664,000 7 Civil cost of Block Mills Foundation work 510 21,680.39 11,057,000 8 Civil Cost of Roller Table Foundation work 500 4,140.00 2,070,000 9 Civil cost of "Y " Table Foundation 700 3,871.43 2,710,000 10 Civil cost of Cooling Bed Foundation 10,000.00 1,386.00 13,860,000 11 Civil cost of TMT Machine foundation 1,300.00 4,192.31 5,450,000 12 civil cost of Pinch roll Foundation 250 3,500.00 875,000 13 Civil Cost of End Cutter Machine (Pinch Roll & Rotary Shear )Foundation work 850 2,211.76 1,880,000 14 Civil cost of Flying Shear Machine Foundation works 1,850.00 2,195.14 4,061,000 15 Civil Cost of Billet Charging Table Foundation work 2,500.00 3,460.00 8,650,000 16 Civil Cost of Furnace Blower & Motor foundation works 750 6,000.00 4,500,000 17 Civil cost of Pusher Foundation work 250 7,000.00 1,750,000 18 Civil Cost of Ejector Machine Foundation work 197 6,324.87 1,246,000 19 Civil cost of oil Tank with including works 150 8,333.33 1,250,000 20 Civil Cost of Discler Machine Foundation 420 1,942.86 816,000 21 Sand Filling I/C Ramming 43,560.00 103.95 4,528,000 50 | P a g e
22 Civil cost of RCC Factory Floor work 5,920.00 1,087.84 6,440,000 23 Civil Cost of Internal Factory Drain 1,250.00 2,448.00 3,060,000 24 Civil cost of Under Ground & Over Head Water Tank 400 10,250.00 4,100,000 25 Back filling /Sand Filling I/C Ramming 44,360.00 44.63 1,980,000 26 Factory Cable Trench 2,345.00 409.81 961,000 27 Civil cost of Three Storied office Building with including Fixture, fitting & furniture 7,000.00 2,007.43 14,052,000 28 Civil Cost of Drinking water Over Head Water Tank (Store Building) 350 3,148.57 1,102,000 29 Civil Cost of Labour Toilet & septic works 900 1,444.44 1,300,000 30 Civil cost of Drain Culvert & Culvert & Ram 2,500.00 1,998.40 4,996,000 31 Civil cost of re-heating furnace foundation work 900 6,192.22 5,573,000 32 Civil cost of Under Ground Flue duct line 600 4,727.50 2,836,500 33 Civil cost of Chimney shell foundation work 150 12,302.16 1,845,324 34 Civil cost of Blower Machine Foundation 450 3,731.03 1,678,965 35 Civil cost of UTM Machine foundation 600 6,016.67 3,610,000 36 Civil Cost of Scale Foundation2 650 3,763.08 2,446,000 37 Civil Cost of Main Gate & Drain Culvert 1,350.00 1,730.37 2,336,000 38 Civil cost of Coiler Machine Foundation 775 4,445.16 3,445,000 39 Civil cost of Cooling Tower with cooling water tank 400 13,088.75 5,235,500 40 Civil cost of cooling water pump room with pump foundation 200 6,283.75 1,256,750 41 Civil cost of hot water tank with pump foundation 450 4,267.78 1,920,500 42 civil cost of Boundary wall 7,800.00 324.46 2,530,780 43 Civil cost of R.O water system Foundation with platform works 890 2,827.88 2,516,814 44 Civil cost of Bar Transfer Table Foundation 1,600.00 1,242.23 1,987,564 45 Civil cost of Bar bundling machine foundation 800 2,181.66 1,745,325 46 Civil cost of Bar stacking platform 3,200.00 1,143.08 3,657,845 47 Civil cost of Billet Transfer Trolley Foundation 4,000.00 1,139.19 4,556,750 TOTAL COST AMOUNT IN ( BDT) 351,950,617
Note (B): Plant & Machinery:
DUTY, INSURANCE INVOICE PRICE INVOICE PRICE TOTAL LANDED PARTICULARS & OTHERS COST (USD) (BDT) COST (BDT) (BDT) Rolling Mill Technological Equipment 8,000,000 652,800,000 16,320,000 669,120,000 High Pressure Water Descaler 398,000 32,476,800 811,920 33,288,720 Consumables for Product sizes: 8, 10, 12, 20, 25 & 32mm 654,000 53,366,400 1,334,160 54,700,560 Spare Parts Package-Lump sum for 2 yrs 290,000 23,664,000 591,600 24,255,600 Additional Items for RHF 39,000 3,182,400 79,560 3,261,960 Water Treatment Plant 1,983,304 161,837,631 4,078,776 165,916,407 Roll shop Equipment 970,000 79,152,000 1,978,800 81,130,800 Rolls (2 sets) 189,000 15,422,400 385,560 15,807,960 Magnetic Cranes (2 nos.) 445,000 36,312,000 907,800 37,219,800 Transformer (auxiliary) 94,540 7,714,464 192,862 7,907,326 UTM (Universal Testing Machine) 130,098 10,616,000 275,400 10,891,400 Overhead Crane 1,057,873 86,322,400 2,170,560 88,492,960 GRAND TOTAL 14,250,815 1,162,866,495 29,126,998 1,191,993,493
Note (C): Erection & Installation of Machinery: PARTICULARS QTY(UNIT) RATE(BDT) AMOUNT(BDT) Erection & commissioning of 1 no. X 30 MT Re-Heating Furnace 1 Lot 25,663,500 25,663,500 Erection & Commissioning of Continuous Rolling Mills 1 Lot 93,535,849 93,535,849 Total 119,199,349
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Note (D): Computer & Accessories: PER UNIT PRICE TOTAL PRICE PARTICULARS NO. OF UNIT (BDT) (BDT) HP ProDesk 400 G4 7th Gen Core i5 5 54,000 270,000 Total 270,000 Note (E): Pre-operating expenses:
It is necessary to have some pre-operating expenses for any new or BMRE project for its trial run. These are the expenses incorporate with the any new or BMRE project before the commencement of commercial operation. The natures of expenses generally are as follows, which includes amounting BDT 1,071,341 under the said head of the expansion project of RSRM:
1. Expenses relating to hiring of consultant; 2. Expenses relating to techno economic feasibility report preparation; 3. Expenses relating to entertainment (Hotel/ Lodging/ fooding/ meeting) of technology providers and consultants; 4. Expenses relating to inspection of technology provider’s site; 5. Expenses relating to the inspections of running mill & machinery supplied by technology providers; 6. Expenses relating to the employee training before commencement of the project.
Sd/- Sd/- Engr. Md. Saiful Islam Maksudur Rahman Sr. Manager, Production & Maintenance Managing Director
Rule-8(l) QUANTITY OF SHARES HELD BY EACH DIRECTOR AND PERSONS WHO HOLD 5% OR MORE OF THE PAID-UP SHARE CAPITAL OF THE ISSUER ON THE DATE OF THE RIGHTS SHARE OFFER DOCUMENT
BOARD OF DIRECTORS
Name of Directors Posotion Number of share Percentage Mrs. Shamsun Nahar Rahman Chairman 5,882,408 5.813% Mr. Maksudur Rahman Managing Director 14,958,506 14.782% Mr. Md. Younus Bhuiyan Director 5,284,609 5.222% Mr. Md. Mizanur Rahman Director 2,077,920 2.053% Mr. Marzanur Rahman Director 2,077,920 2.053% Director (Nominated Mr. Md. Abul Hossain 17,303,640 17.100% Director from ICB)
Mr. Dr. Mijanur Rahman Independent Director Nill Nill Mr. Major General Mohammad Ashab Independent Director Nill Nill Uddin, ndc,Psc (Retd.) Total 47,585,003 47.03%
*Record consider as on 30 June 2018 holding
COMPOSITION OF SHAREHOLDING POSITION OF THE COMPANY
Particulars No. of share held Percentage Sponsors & Directors 47,585,003 47.03% Institutions 23,979,696 23.70% General Public 29,624,389 29.27% Government Nill Nill Foreign NIll Nill Total 101,189,088 100% *Record considered as on 30 June, 2018 holding
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BENEFICIAL OWNERS HOLDING SHARES 5% OR ABOVE
Name Position No. Of share held Percentage Mrs. Shamsun Nahar Rahman Chairman 5,882,408 5.813% Mr. Maksudur Rahman Managing Director 14,958,506 14.782% Mr. Md. Younus Bhuiyan Director 5,284,609 5.222% ICB (Investment Corporation Of Shareholder (Institute) 17,303,640 17.100% Bangladesh) *Record considered as on 30 June 2018 holding
Rule-8(m) NAME, ADDRESS, DESCRIPTION AND OCCUPATION OF DIRECTORS, MANAGING DIRECTOR, MANAGERS AND COMPANY SECRETARY OF THE COMPANY
BOARD OF DIRECTORS
DATE OF EDUCATION NAME AGE POSITION BECOMINGDIRECTOR ADDRESS QUALIFICATION FOR THE FIRST TIME Mrs. Shamsun Nahar Rahman 55 Chairman HSC 22 April 1986 Nahar Mention, 116. CDA Avenue, Muradpur, Chittagong Mr. Maksudur Rahman 69 Managing Graduate 22 April 1986 Nahar Mention, 116. CDA Director Avenue, Muradpur, Chittagong Mr. Md. Younus Bhuiyan 55 Director Graduate 22 April 1986 Nahar Mention, 116. CDA Avenue, Muradpur, Chittagong Mr. Md. Mizanur Rahman 37 Director Graduate 24 April 2012 Nahar Mention, 116. CDA Avenue, Muradpur, Chittagong Mr. Marzanur Rahman 33 Director Mechanical 24 April 2012 Nahar Mention, 116. CDA Engineer Avenue, Muradpur, Chittagong Mr. Md. Abul Hossain 53 Director Msc in Statistics 27th August Investment Corporation of Bangladesh (ICB) ( nominated 2019 Head Office, BDBL Building th Director from 8, Rajuk Avenue (12 Floor) Motijheel C/A, Dhaka ICB) Mr. Dr. Mijanur Rahman 62 Independent Ph.D. (Business 27 August 2019 12/H, Fular Road Dhaka Director Administration) University Area, Dhaka-1000 Mr. Major General Mohammad 60 Independent Master of 03 January 2018 99 Gulshan Avenue, Ashab Uddin, ndc, Psc (Retd.) Director Philosophy (M. Gulshan-2, Dhaka. Phil)
MANAGEMENT & EXECUTIVES
Education Name Designation Address Qualification Mr. Shafiqul Islam Executive Director (Marketing & M.Com (Accounting) Nahar Mention, 116. CDA Avenue, Sales) Muradpur, Chittagong Mr. Mrinal Kanti Mondal Chief Financial Officer B.COM Nahar Mention, 116. CDA Avenue, Muradpur, Chittagong Mr. Mohammad Moin Uddin Company Secretary (Acting) MBA (Finance & Banking) 291, Fakirerpul, (Jamindar Palace), Apart No: B-9 (9th floor), Arambag, Dhaka Mr. Sharat Chandra Sarkar Head of Internal Audit & MBA (Finance) Rupayen Golden Age, 99 Gulshan Compliance (HIAC) Avenue, Gulshan-02, Dhaka-1212 LT. CDR M A Ahad, PSC, BN(Rtd.) GM (Production & Operations) MBA (HRM) 175-176, Baizid Bostami I/A, Baizid Bostami Road, Chittagong Mr. Mohammad Rashed Iqbal GM (HR & Admin.) M.S.S Nahar Mention, 116. CDA Avenue, Muradpur, Chittagong Mr. Md. Serajul Islam Consultant (Lab) Quality Control B.SC. 175-176, Baizid Bostami I/A, Baizid Bostami Road, Chittagong Mr. Mohammad Ali Chief Engineer (Electrical) Diploma (Electrical) 175-176, Baizid Bostami I/A, Baizid Bostami Road, Chittagong Mr. Abdul Khaleque Senior Engineer (Mechanical) Diploma in Engineering 175-176, Baizid Bostami I/A, Baizid Bostami Road, Chittagong Dewan Mabood Ahmed Manager-Commercial B.Com Nahar Mention, 116. CDA Avenue, Muradpur, Chittagong Mr. Md. Osman Gani Head of IT BSC (Hons) Computer Nahar Mention, 116. CDA Avenue, Science & Technology Muradpur, Chittagong
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Rule-8(n) NAME OF THE PUBLIC LISTED COMPANIES UNDER COMMON MANAGEMENT
As per the Securities and Exchange Commission (Rights Issue) Rules, 2006; there is no Public Listed Company under the common Management of Ratanpur Steel Re-rolling Mills Limited.
Rule-8(o) NAME AND ADDRESS OF THE UNDERWRITER(S) ALONG WITH THE NUMBER OF SHARES UNDERWRITTEN BY EACH UNDERWRITER, AND ALSO THE NAME AND ADDRESS OF ISSUE MANAGER, AUDITORS, LEGAL ADVISER AND BANKER TO THE RIGHTS ISSUE
Classified Information & Underwriters
Contact person: Contact number:
EBL Investments Limited Mohammad Sayedur Rahman PABX: +880-2-47111096, Jiban Bima Bhaban (Ground Floor) AVP, Primary Market Operations 47111867, 47112709 Ext: 549 10 Dilkusha C/A Dhaka 1000 ISSUE MANAGER PABX: +880-2-47111096, 47111867, 47112709 Ext: 549, Fax: +88 02 47111218 Email: [email protected] www.eblinvestments.com www.facebook.com/eblinvestments
Ahmed Zaker & Co. Contact person: Contact number: Chartered Accounts STATUTORY AUDITOR (A Member Firm of Morison KSi) Arup Chowdhury, FCA +88 01819385193 Green City Edge (Level 10) 89 Kakrail Dhaka 1000 Contact person: Contact number: Social Islamic Bank Limited Rukshana Yasmeen +88 09612001122 SAVP & Operation Manager Ext- 72102 BANKERS’ TO THE ISSUE Contact person: Contact number:
Easter Bank Limited Samina Quraishi Relationship Manager +88 02 8833607-8 Ext: 629 Corporate Banking COMPLIANCE OFFICER OF Mr. Mohammad Sayedur Rahman Contact number:
MANAGERS TO THE ISSUE Compliance officer PABX: +880-2-47111096, 47111867, 47112709 Ext: 549 EBL Investments Limited COMPANY’S COMPLIANCE Mr. Mohammad Moin Uddin Contact number address & number:
OFFICER Company Secretary (Acting) 291 Fakirer Pool (Jamidar Bari), Apartment Ratanpur Steel Re-rolling Mills Limited No. B-9 (9th Floor), Inner-Circular Road, Arambag Dhaka-1000 Tel: +88 027195840, 7195841,Fax: +88 02 7191745 e-mail : [email protected] LEGAL ADVISOR Legal Nexus Contact person: Contact number:
Barrister-Advocates-Legal Consultants Mr. Mohammed Enam M: +88 01717030461 th 24/A, Skylark Point (10 floor) Barrister-at-Law, Gray’s Inn, UK Tel: +88 02 9343855 Suite 10/3, Syed Nazrul Islam Sarani Advocate & Head of Legal Nexus E-mail: [email protected] Bijoy Nager, Dhaka 1000
Ratanpur Steel Re-rolling Mills Limited is going to offer rights share of 67,459,392 no. Ordinary Shares of BDT 10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share, totaling BDT 1,011,890,880.00 offered on the basis of 02[R]:03, i.e. 02 (two) Right Shares for every 03 (three) existing shares held. As per Securities and Exchange Commission’s guideline, the issuer of a listed security making rights issue shall appoint one or more underwriters licensed under ( ) , , to fully underwrite the rights issue on a firm commitment basis. Underwriting commission will be @ 0.30% on the underwritten amount and there will be no additional commission for take-up unsubscribe portion of shares if any.
No. of Shares to Offer Total Amount of Sl. % of Total Name of Underwriters be Price Underwritten No. Underwritten Underwritten (BDT) (BDT)
1 EBL Investments Limited 31,600,000 15 474,000,000 46.84% 2 AAA Finance & Investments Limited 4,900,000 15 73,500,000 7.26% 3 Roots Investment Limited 1,325,000 15 19,875,000 1.96% 54 | P a g e
4 LankaBangla Investments Limited 1,325,000 15 19,875,000 1.96% 5 Sandhani Life Finance Limited 1,325,000 15 19,875,000 1.96% 6 AFC Capital Limited 3,000,000 15 45,000,000 4.45%
Prime Finance Capital Management 7 1,200,000 15 18,000,000 1.78% Limited
8 ICB Capital Management Limited 700,000 15 10,500,000 1.04% 9 MTB Capital Limited 1,325,000 15 19,875,000 1.96% 10 CAPM Advisory Limited 1,900,000 15 28,500,000 2.82% 11 Grameen Capital Management Limited 700,000 15 10,500,000 1.04% 12 BMSL Investment Limited 1,900,000 15 28,500,000 2.82%
Citizen Securities & Investment 13 1,300,000 15 19,500,000 1.93% Limited
14 IDLC Investments Limited 1,900,000 15 28,500,000 2.82% 15 Janata Capital and Investment Limited 1,200,000 15 18,000,000 1.78% 16 Beta One Investments Limited 700,000 15 10,500,000 1.04% 17 ALPHA Capital Management Limited 1,900,000 15 28,500,000 2.82%
Swadesh Investment Management 18 3,300,000 15 49,500,000 4.89% Limited
19 City Bank Capital Resources Limited 1,900,000 15 28,500,000 2.82%
20 Banco Finance and Investment Limited 1,900,000 15 28,500,000 2.82%
21 AIBL Capital Management Limited 700,000 15 10,500,000 1.04% NBL Capital & Equity Management 22 700,000 15 10,500,000 1.04% Limited 23 IIDFC Capital Limited 759,392 15 11,390,880 1.13% Total 67,459,392 1,011,890,880 100.00%
UNDERWRITERS’ OBLIGATION If and to the extent that the shares offered to the existing shareholders by the Rights Share Offer Document 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 (for full unsubscribed amount) in writing with a copy of said writing to the Securities and Exchange Commission, to subscribe for shares not subscribed by the closing date and to pay for in cash in full, inclusive of any premium if applicable, for such unsubscribed shares within 15 (fifteen) days after being called upon to do so. If payment is made by Cheque/Company Draft by the underwriter it will be deemed that the underwriter has not fulfilled his obligation towards his commitment under this Agreement, until such time as the Cheque/Company Draft has been en-cashed and the Company’s account has been 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.
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Rule-8(p) PARTICULARS ALONG WITH THE TERMS AND CONDITIONS OF THE MATERIAL CONTRACTS INCLUDING VENDORS’ AGREEMENT, UNDERWRITING AGREEMENT, ISSUE MANAGEMENT AGREEMENT, AGREEMENT WITH THE BANKER TO THE ISSUE AND CONTRACT FOR ACQUISITION OF PROPERTY, PLANT AND EQUIPMENT
TERMS AND CONDITIONS OF THE RIGHTS ISSUE
BASIS OF THE The Company records its share register of members on [***], 2018 for determining the shareholders who OFFER: are eligible to receive this offer of shares on rights basis. The ordinary shares are now being offered on a rights basis to the shareholders holding shares on the record date at BDT10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share, in the ratio of 02[R]:03, i.e. 02 (two) Right Shares for every 03 (three) existing shares held on the record date.
ENTITLEMENT: As a shareholder of the Company on the record date on [***], 2018 the shareholders are entitled to this Rights Offer. Only the holder(s) of a minimum of one fully paid ordinary share is entitled to receive the Rights Offer. ACCEPTANCE OF A shareholder may accept and apply for the shares hereby offered, wholly or in part by filling in THE OFFER: Application - Form A and submitting the same along with the application money to the Bankers to the Issue on or before the Closing Date of subscription of [***], 2019.
RENUNCIATION: A shareholder may renounce all or part of the shares he/she is entitled to in favour of any other person(s) other than an infant or person of unsound mind. He/she can renounce his/her rights/entitlement of shares by signing Renunciation Form-B. Renounce(s) shall fill in Form-C appropriately.
GENERAL: All applications should be made on the printed form provided by the Company in this Rights Share Offer Documents only and should be completed in all respects. Applications which are not completed in all respects or are made otherwise than as herein provided or are not accompanied by the proper application amount of deposit are liable to be rejected and the application money received in respect thereof shall be refunded.
All communications in connection with the application for the Rights Share should be addressed to the Company quoting the registered folio number/BO ID number in the form.
CONDITION OF Rights Offer of 67,459,392 no. Ordinary Shares of BDT10.00 each at an issue price of BDT 15.00 each SUBSCRIPTION: including a premium of BDT 5.00 per share, totaling BDT 1,011,890,880.00 offered on the basis of 02[R]:03, i.e. 02 (two) Right Shares for every 03 (three) existing shares held by the Shareholder(s) whose name(s) appeared in the Company’s Share Register at the record date as on [***], 2019.
PAYMENT OF Payments for the full value of Shares applied for shall be made with designated Branches of Bankers to SHARE PRICE: the Issue by Cash/Pay Order/Demand Draft payable to "Ratanpur Steel Re-Rolling Mills Limited" and crossed. The Pay Order/Demand Draft for payment of share price must be drawn on a Company in the same town to which the application form has been submitted. It is to be noted that all transactions above BDT1.00 lac must be effected through Demand Draft/Crossed Cheque/Pay Orders.
SUBSCRIPTION STATUS Opens on Closes on [***] [***] Within Banking Hours Both Days Inclusive
Any changes or extension regarding subscription period will be notified through national dailies.
LOCK-IN ON The Rights Shares of Directors and other shareholders holding 5% or more shares shall be RIGHTS SHARE subject to lock-in for a period of three years from the date of closure of the rights share subscription. In the event of renunciation of rights shares by aforesaid persons, the renounced shares shall also be subject to lock -in for the same period shall be operative.
OTHERS The application not properly filled in shall be treated as cancelled and deposited money will be refunded. For any reason, no profit/compensation will be paid on the refunded amount. The offer will be deemed to have been declined if completed Application Form-A with necessary payments have not been received by [***], 2019 or by such later date as may be notified through national dailies to that effect.
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MATERIAL CONTRACTS
BANKERS TO THE ISSUE: Social Islami Bank Limited and Eastern Bank Limited have accorded their consent to act as the Banker to the Issue and will collect the subscriptions money of the Rights Offer in cash/cheque/pay order/draft etc. through their designated branches as mentioned.
Significant clauses of Bankers to the Issue agreement are as follows:
The Company shall issue 67,459,392 no. Rights shares of BDT 10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share, totaling BDT 1,011,890,880.00 in accordance with the consent of the Bangladesh Securities & Exchange Commission (BSEC) and relevant Securities and Exchange Commission (Rights Issue) Rules, 2006.
The company shall pay commission to the Bank at the rate of 0.10% (zero point one zero percent) of the amount of subscription money to be collected.
The company shall comply with any other formalities required under law of regulatory bodies for raising fund publicly.
The rights issue subscriptions money collected from the shareholders by the Bankers to the issue will be remitted to the Company’s A/C No. 0211360001342 with Social Islami Bank Limited, Dhanmondi Branch.
UNDERWRITERS:
Sl. Name of Underwriters Contact Address Contact Number No. Jiban Bima Bhaban (Ground Phone: (88) 02 47111096 01 EBL Investments Limited Floor) 10 Dilkusha C/A, Dhaka- Fax: (88) 02 47111218 1000 Email: [email protected] Suite # 403-405 , Amin Court (4th Phone: +88 02 9559602, 9567726, AAA Finance & Investments Floor), 31 Bir Uttam Sahid 9567679 02 Limited Ashfaqus-Samad Road (Former 62- Fax: +88 02 9558330 63 Motijheel C.A.) Dhaka-1000 Email: [email protected] Phone: +88 02 47120445, +88 02 Jiban Bima Tower (12th Floor), 47120446 03 Roots Investment Limited 10, Dilkusha C/A, Dhaka 1000 Fax: +88 02 47120447 Email: [email protected] Phone : +88 02 711 35 85, 956 12 38, 951 26 214 LankaBangla Investments City Center, Level # 24, 90/1 04 Fax : +88 02 711 57 56, +88 02 Limited Motijheel C/A, Dhaka-1000 9561107 Email: [email protected] 16 Motijheel Commercial Area Phone: 02-47118505, 9515249 05 Sandhani Life Finance Limited (2nd Floor), Email: [email protected] Dhaka – 1000 Saiham Sky View Tower (11 th Phone: 8392371 Floor) 45 Bijoy Nagar (Old) 06 AFC Capital Limited Fax: 8392372 195 Shaheed Nazrul Islam Soroni, Email: [email protected] Ramna (New), Dhaka 1000 PFI Tower (6th Floor) Phone : 88-02-9584874,9584876-7 Prime Finance Capital 07 56-57 Dilkusha C/A Fax : 88-02-9584922 Management Limited Dhaka-1000 Email : info@ primefincap.com Phone:8300555 ,8300367, 8300387, 8300395, 8300421. ICB Capital Management Green City Edge , 5th & 6th Floor, 08 Fax: 8802-8300396 Limited 89,kakrail, Dhaka- 1000 Email: [email protected] , [email protected] Phone: +88(02) 8321760 MTB Tower (Level 3) Fax: +88(02) 8321543 09 MTB Capital Limited 111 Kazi Nazrul Islam Avenue Email: Bangla Motor, Dhaka 1000 [email protected]
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Tower Hamlet, 9th Floor, Phone: +88-02-9822391-2 10 CAPM Advisory Limited 16 Kemal Ataturk Avenue, Fax: +88-02-9822393 Banani C/A, Dhaka-1213 Email: [email protected] Phone: 8057618,9004923, 9005257 - 69 Ext: 1225, 1293 Grameen Capital Management Grameen Bank 1st Building (2nd 11 Fax: 880-2-8057618 Limited Floor), Mirpur -2, Dhaka -1216 Email: [email protected], [email protected] Phone: (880-2) 9577651, 9570624, Shareef Mansion (4th Floor) 9565183 12 BMSL Investment Limited 56-57 Motijheel C/A Dhaka-1000 Fax: (880-2) 47117218 Email: [email protected] Navana Tower (Level-19), Suite # Phone : 02 9847988 Citizen Securities & 13 19/A, 45, Gulshan Avenue, Gulshan Fax : 02 9847988 Investment Limited Circle- 1, Dhaka- 1212 Email : [email protected] DR Tower (4th Floor), Bir Protik Phone : 16409, +8809609994352 14 IDLC Investments Limited Gazi Golam Dastagir Road, Purana Fax : +880 (2) 957 1171 Paltan, Dhaka 1000 Email : [email protected] Phone: 47114375, 9585028, Janata Capital and Investment 48, Motijheel (3rd floor) 15 9585029,9584979 Limited Dhaka Email: [email protected] Medona Tower (Level – 13) Phone: +88 02 9887337, 9887371 16 Beta One Investments Limited 28 Mohakhali C/A Fax: +88 02 9880733 Dhaka-1213 Email: [email protected] Phone: 8316519, 8316540, 8313947 ALPHA Capital Management Eastern Arzoo Complex (7th floor) Fax -02 8316547 17 Limited 61 Bijoy Nagar, Dhaka-1000 Email:[email protected], [email protected] UTC Building, 11th Floor Phone: +88 02 58151366 Swadesh Investment 18 8 Panthapath, Kawran Bazar Fax: +88 02 8158344 Management Limited Dhaka-1215 Email: [email protected] City Centre, 13th Floor, Level- City Bank Capital Resources Phone: +880-2-55110947Fax: +880- 19 14,Unit ID: 13D, 90/1 Motiheel Limited 2-55110945Email: [email protected] C/A,Dhaka-1000 Shefali Complex (4th Floor) Phone: 55025169, 55025170, 218/3/A, West Kafrul, Begum Banco Finance and 55025168 20 Rokeya Sharani, Sher-e-Bangla Investment Limited Fax: +88055025167 Nagar Email: [email protected] Dhaka-1207 Phone: 02-44850005 AIBL Capital Management Al-Arafah Tower (Level- 15), 63, 21 Fax: +88 02 44850065 Limited Purana Paltan, Dhaka-1000 Email: [email protected] Phone: 02-47118816, 02-47118807, 02-47119353, NBL Capital & Equity Printers Building (8th Floor), 5 02-47118782, 02-47118805, 02- 22 Management Limited Rajuk Avenue, Dhaka 1000 47118782 Fax: +88-02-7118840 Email: [email protected] Phone : +880-2-9514637-8 Eunoos Trade Center (Level- 7) 23 IIDFC Capital Limited Fax :+880-2-9514641 52-53 Dilkusha C/A, Dhaka-1000 Email :[email protected]
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Significant clauses of underwriting agreement are as follows:
. The Company shall issue 67,459,392 no. Rights shares of BDT 10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share in accordance with the approval of the Bangladesh Securities and Exchange Commission and the provisions of this Agreement.
. Company shall within 10 (ten) days of the closure of subscription call upon the underwriter to take-up the unsubscribed shares.
. Underwriter should pay for in cash in full for such unsubscribed shares within 15 (fifteen) days after being valid upon to do so.
. The Company Shall pay to the Underwriter an underwriting commission at the rate of 0.30% (zero point three percent) of the value at issue price of the shares hereby agreed to be underwritten by the Underwriter.
. The Company shall comply with any other formalities required under the laws/rules of the land.
MANAGERS TO THE ISSUE:
EBL Investments Limited is appointed as Managers to the Issue of the rights issue of the Company. Accordingly, an agreement was made between the Issue Managers and the Company. The Company will pay issue management fee 0.09% (after deducting all necessary tax and excluding VAT) only on total amount to be raised to the Managers to the Issue.
VENDOR’S AGREEMENT:
Ratanpur Steel Re-Rolling Mills Limited has not entered into any vendor’s agreement.
CONTRACT FOR ACQUISITION OF PROPERTY:
There was no acquisition of Property, Plant and Equipment of RSRM for the period from July 1, 2017 to June 30, 2018 and also no acquisition of Property, Plant and Equipment took place after June 30, 2018 to till date.
Rule-8(q) NUMBER OF RIGHTS SHARES THAT THE DIRECTORS ARE GOING TO SUBSCRIBE, AND IN CASE THEY PROPOSE TO MAKE RENUNCIATION, THE REASONS AND EXTENT OF SUCH RENUNCIATION
Directors' Take-Up In The Rights Offer
Directors are expected to exercise in full of their portion of Rights Offer [Rule-8(q)] is as under:
Name of Director Status No. of share Held Take-up in the Rights Offer Mrs. Shamsun Nahar Rahman Chairman 5,882,408 3,921,605 Mr. Maksudur Rahman Managing Director 14,958,506 9,972,337 Mr. Md. Younus Bhuiyan Director 5,284,609 3,523,073 Mr. Md. Mizanur Rahman Director 2,077,920 1,385,280 Mr. Marzanur Rahman Director 2,077,920 1,385,280 ICB (Investment Corporation Of Bangladesh) Shareholder Director 17,303,640 11,535,760 - Mr. Md. Abul Hossain, nominated by (Nominated by ICB) ICB Mr. Dr. Mijanur Rahman Independent Director Nill Nill
Mr. Major General Mohammad Ashab Independent Director Nill Nill Uddin, ndc,Psc (Retd.)
*as per holding on 30 June 2018
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Rule-8(r) STATEMENT OF ACTUAL UTILIZATION OF FUND RAISED BY PUBLIC OFFERING OF SHARES OR RIGHTS SHARES, IF ANY, PRIOR TO THE PROPOSED RIGHTS ISSUE VIS-A-VIS PLAN THEREOF
DECLARATION REGARDING UTILIZATION OF PREVIOUS FUND (IPO)
Ratanpur Steel Re-Rolling Mills Limited went to IPO in the year 2014 by issuing 25,000,000 Ordinary Shares of BDT 10.00 each at an issue price of BDT 40.00 per share including a premium of BDT 30.00 per share totaling BDT 1,000,000,000 (One Hundred Crore) with the objective to meet the working capital and Loan Repayment. The Company has fully utilized the entire Fund for meeting the said purposes. The statement of fund utilization is given below:
Sl. No. Description Amount in BDT
Receipt of Fund: 1. From IPO 250,000,000.00 2. Premium 750,000,000.00 Total: 1,000,000,000.00 Utilization of Fund 1. Working capital 227,750,231.00 2. Loan Repayment 750,000,000.00 Sonali Bank Limited. Lal dighi Corporate Branch, Chittagong 3. IPO Expenses 22,249,769.00 Total 1,000,000,000.00
Sd/- Sd/- Mohammad Moin Uddin Maksudur Rahman Company Secretary (Acting) Managing Director
Rule 5 and Rule 8(t) DECLARATION BY THE ISSUE MANAGER [FORM – A]
DECLARATION (DUE DILIGENCE CERTIFICATE) ABOUT RESPONSIBILITY OF THE ISSUE MANAGERS IN RESPECT OF THE RIGHTS SHARE OFFER DOCUMENT OF RATANPUR STEEL RE-ROLLING MILLS LIMITED
This rights share offer document has been reviewed by us and we confirm after due examination that the rights share offer document constitutes full and fair disclosures about the rights issue and the issuer and complies with the requirements of the Securities and Exchange Commission (Rights Issue) Rules, 2006; and that the issue price is justified under the provisions of the Securities and Exchange Commission (Rights Issue) Rules, 2006.
Place: Dhaka For EBL Investments Limited Dated: October 10, 2019 Sd/- (Managing Director)
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Rule 6 and Rule 8(t) DECLARATION (DUE DILIGENCE CERTIFICATE) BY THE UNDERWRITER [FORM – B]
DECLARATION (DUE DILIGENCE CERTIFICATE) ABOUT RESPONSIBILITY OF THE UNDERWRITER(S) IN RESPECT OF THE RIGHTS SHARE OFFER DOCUMENT OF RATANPUR STEEL RE-ROLLING MILLS LIMITED
This rights share offer document has been reviewed by us and we confirm after due examination that the issue price is justified under the provisions of the Securities and Exchange Commission (Rights Issue) Rules, 2006, and also that we shall subscribe for the under-subscribed rights shares within fifteen days of calling thereof by the issuer. The issuer shall call upon us for such subscription within ten days of closure of the subscription lists for the rights issue.
Place: Dhaka For Dated: October 10, 2019 (Name of Underwriters) EBL Investments Limited AAA Finance & Investments Limited Roots Investment Limited LankaBangla Investments Limited Sandhani Life Finance Limited AFC Capital Limited Prime Finance Capital Management Limited ICB Capital Management Limited MTB Capital Limited CAPM Advisory Limited Grameen Capital Management Limited BMSL Investment Limited Citizen Securities & Investment Limited IDLC Investments Limited Janata Capital and Investment Limited BetaOne Investments Limited ALPHA Capital Management Limited Swadesh Investment Management Limited City Bank Capital Resources Limited Banco Finance and Investment Limited AIBL Capital Management Limited NBL Capital & Equity Management Limited IIDFC Capital Limited
Sd/- (Managing Director/Chief Executive Officer)
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Rule 8(t) DECLARATION BY THE AUDITORS [FORM- C] [FORM- C] AUDITOR'S REPORT TO THE SHAREHOLDERS
We have audited the accompanying Financial Statements for the year ended from 1st July, 2017 to 30th June, 2018 of Ratanpur Steel Re-Rolling Mills Limited ('the company') in accordance with the Bangladesh Standards On Auditing (BSA) and we state that we have obtained all the information and explanations which we have required and after due verification thereof, we report that in our opinion: a) These financial statements have been drawn up in accordance with the requirements of the Securities Exchange Rules, 1987, as amended, the Companies Act, 1994 and other applicable laws and regulations; b) These Financial Statements which are in agreement with the books of account of the Issuer Company give a true and fair view of the Financial position as on 30th June, 2018 and of the its performance and cash flows for the period then ended. c) Proper books of account have been kept by the Issuer Company as required by the relevant laws; and d) The expenditure incurred was for the purpose of the Company’s business.
We also certify that the above Issuer Company has declared the following dividend for each of the immediately preceding five years, and that the Company has duly paid off the following amounts of the declared dividend mentioned against respective year:
Date of Rate Declared Dividend Financial Year Dividend Date of AGM Total Amount Total Cash Stock Declaration (BDT) Paid/Allotted 12% (Excluding Cash Dividend Sponsor Director as 2017-2018 28-Oct-18 17-Dec-18 Nil 85,089,270 (Cash) Payment is Under per decision made Process in 33th AGM) 14,70,26,880 (Stock) 2016-2017 27-Aug-17 12-Oct-17 5% 17% Full 4,32,43,200 (Cash) 7,86,24,000 (Cash) 2015-2016 27-Oct-16 28-Dec-16 10% 10% Full 7,86,24,000 (Stock) 13,10,40,000 (Stock) 2014-2015 26-Oct-15 28-Dec-15 5% 20% Full 3,27,60,000 (Cash) 10,92,00,000 (Stock) 2013-2014 21-Oct-14 30-Nov-14 5% 20% Full 2,73,00,000 (Cash)
SD/= Place: Chattogram Ahmed Zaker & Co. Dated: December 18, 2018 Chartered Accountants
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Rule 8(t) DUE DILIGENCE CERTIFICATE BY THE DIRECTORS [FORM- D]
DUE DILIGENCE CERTIFICATE BY THE DIRECTORS ABOUT THEIR PERSONAL RESPONSIBILITY IN RESPECT OF THE RIGHTS SHARE OFFER DOCUMENT OF RATANPUR STEEL RE-ROLLING MILLS LIMITED
This rights share offer document has been prepared, seen, reviewed and approved by us and we collectively and individually accept full responsibility for the accuracy of the information given in the rights share offer document, relevant documents and financial statements submitted to the Commission and others concerned under the Securities and Exchange Commission (Rights Issue) Rules, 2006. We confirm, after making all reasonable enquiries, that all conditions concerning this rights issue and rights share offer document have been met. We further confirm that we have not concealed any information or statement which might have any bearing on the information already made. In case of any default or failure on our part, civil, criminal or administrative action may be taken against us.
Sd/- Sd/- Shamsun Nahar Rahman Maksudur Rahman Chairman Managing Director
Sd/- Sd/- Md. Younus Bhuiyan Md. Mizanur Rahman Director Director
Sd/- Sd/- Marzanur Rahman Md. Abul Hossain Director Director
Sd/- Sd/- Dr. Mijanur Rahman Major General Mohammad Ashab Uddin, ndc, Psc Independent Director (Retd.) Independent Director
Place: Dhaka Dated: October 10, 2019
Rule 8(u) A STATEMENT THAT A LOCK-IN ON THE RIGHTS SHARES OF THE DIRECTORS (INCLUDING THEIR RENOUNCED SHARES) FOR A PERIOD OF THREE YEARS FROM THE DATE OF CLOSURE OF THE RIGHTS SHARE SUBSCRIPTION SHALL BE OPERATIVE
STATEMENT OF LOCK-IN ON THE RIGHTS SHARES
The Rights Shares of Directors and other shareholders holding 5% or more shares shall be subject to lock -in for a period of three years from the date of closure of the rights share subscription. In the event of renunciation of rights shares by aforesaid persons, the renounced shares shall also be subject to lock-in for the same period shall be operative.
Lock in Date of No. Of Share Expiry Date of Lock- Name of Director Status Portion of Subscription Held in Right Share Close 3 Years from the date Mrs. Shamsun Nahar Rahman Chairman 5,882,408 3,921,605 [***] of subscription close 3 Years from the date Mr. Maksudur Rahman Director 14,958,506 9,972,337 [***] of subscription close 3 Years from the date Mr. Md. Younus Bhuiyan Director 5,284,609 3,523,073 [***] of subscription close 3 Years from the date Mr. Md. Mizanur Rahman Director 2,077,920 1,385,280 [***] of subscription close 3 Years from the date Mr. Marzanur Rahman Director 2,077,920 1,385,280 [***] of subscription close Director (nominated 3 Years from the date Mr. Md. Abul Hossain 17,303,640 11,535,760 [***] Director of subscription close from ICB)
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Rule 8(w) CREDIT RATING REPORT
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Folio/BO Account No:
Name :
Address :
LETTER OF OFFER FOR RIGHTS ISSUE
Dear Shareholder(s),
We are pleased to inform you that the Board of Directors in its 364th Board meeting held on August 27, 2019, recommended for issuance of Rights Share and subsequently approved by the shareholders according to Companies Act 1994 in its 4th Extra-ordinary General Meeting (EGM) held on October 09, 2019 on the basis of 02[R]:03, i.e. 02 (two) right shares for every 03 (three) existing share held on the record date for entitlement (subject to the approval of BSEC). The Board of Directors has taken decision in its 364th Board meeting dated August 27, 2019 that the issuance of 67,459,392 Ordinary Shares of BDT.10.00 each at an issue price of BDT. 15.00 each including a premium of BDT 5.00 per share, totaling BDT 1,011,890,880.00 instead of earlier recommended at 357th Board of Directors meeting dated January 09, 2018 and subsequently approved by the shareholders according to Companies Act 1994 at 3rd Extra- ordinary General Meeting (EGM) dated February 17, 2018 price of BDT 20.00 (including premium of BDT 10.00) per share totaling BDT 1,349,187,840 offered on the basis of 02[R]:03, i.e. 02 (two) right shares for every 03 (three) existing shares held on the record date. As a registered Shareholder as on [***] (Record date for entitlement), you are entitled to subscribe your rights share.
If you wish to accept the above Rights Share in full or in part, you are required to submit completed Application Form - A annexed hereto with necessary payments. You may, however, renounce your rights in respect of all or part of your entitlement in favor of others in which case the Renunciation Form-B and Form-C annexed here to be submitted duly filled in by you and the renouncee(s) along with necessary payments.
The rights cannot be exercised for fraction of a share i.e. below full unit of share.
All the payments for accepted shares are to be made in cash or by P.O/DD/Cheque @ BDT 10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share and to be deposited with any of the Branches of Bankers to the Issue during Companying hours from [***] to [***] (both days inclusive). Any extension of time will be notified through national dailies. Payments through P.O/DD/Cheque, must be payable to "Ratanpur Steel Re-Rolling Mills Limited” and must be drawn on a Company in the same town where the Branch of Bankers to the Issue in which the application form has been submitted is situated. It is to be noted that all transactions above BDT 1.00 lac must be effected through Demand Draft/Crossed Cheque/Pay Orders.
The offer will be deemed to have been declined if completed Application Form-A and/or Renunciation Form-B and Form-C with necessary payments have not been received by [***] or by such later date as may be notified through national dailies to that effect.
A self-explanatory Rights Share Offer Documents is attached for your kind information and evaluation. By order of the Board
Sd/-
Maksudur Rahman Managing Director
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Application Form-A
RATANPUR STEEL RE-ROLLING MILLS LIMITED Nahar Mansion, 116 C.D.A Avenue, Muradpur, Chittagong Phone: 88-031-652255-57, Fax: 88-031-650001 Email: [email protected], Website: www.rsrmbd.com
Rights Offer of 67,459,392 Ordinary Shares of BDT10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share, totaling BDT 1,011,890,880.00 offered on the basis of 02[R]:03, i.e. 02 (two) Right Shares for every 03 (three) existing shares held on the record date [***]
SUBSCRIPTION STATUS Opens on Closes on [***] [***] Within Banking Hours Both Days Inclusive
FORM OF ACCEPTANCE AND APPLICATION FOR SHARES
The Managing Director Dated: ………………/…………..…./2019 Ratanpur Steel Re-Rolling Mills Limited Application Sl. No. # Nahar Mansion, 116 C.D.A Avenue
Muradpur, Chittagong (Bank’s Seal)
Dear Sir,
I/We apply for allotment of ordinary shares indicated below in response to your letter of Rights Offer and Subject to the Memorandum and Articles of Association of the Company. I/We hereby agree to accept the shares as may be allotted to me/us on the terms laid down in the letter of offer and enclose the necessary remittance @ BDT 15.00 each (including a premium of BDT 5.00) per share in cash or by Draft/Pay order/Cheque on………………………………………………………………..…………...dated…………………………………….drawn on………………………………. Bank……………………………………………… Branch.
Holder’s Folio/BO No. of Shares held at No. of Shares offered No. of Shares Accepted Total Amount Paid Account No. the close of business on[***], 2019
Yours faithfully,
1. Name (in block letters) : Address : Signature
2. Name (in block letters) : Address : Signature
BO Account No.
As per provision of the Depository Act, 1999 and regulations made there under, rights share shall only be issued in dematerialized condition. An applicant must apply for allotment of rights shares mentioning his/her Beneficiary Owner (BO) Account number in the application form.
Note: Signature must be the same as furnished earlier. Incomplete or incorrectly filled application form may be rejected.
ACKNOWLEDGEMENT RECEIPT OF SHARE MONEY
Received with thanks BDT.……………….……..…………(Taka…………………………………………………………………………) only from Mr./Ms………………………………………………………………….………………………………………Folio/BO Account No…………………... for…………………. no.(s) of rights shares of Ratanpur Steel Re-rolling Mills Limited in Cash/Pay Order/Draft/ Cheque No.………………..…date…...………..of…………………………Bank…………………Branch.
Application Sl. No. (Bank’s Seal) Signature of Receiving Officer Date:
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BANKERS TO THE ISSUE OF RIGHTS ISSUE OF RATANPUR STEEL RE-ROLLING MILLS LIMITED
LIST OF BANKERS TO THE ISSUE OF RIGHTS ISSUE
SOCIAL ISLAMI BANK LIMITED Sl. Region Branch Address Phone No. Phone: 02-9550195,9559241, 9572303, 9564764, fax- Dhaka 1 Principal Branch 15, Dilkusha C/A, Dhaka-1000. 9562002, IP Phone-70201, 70202 031-728342, 713947, 714041, World trade Centre 102/103 Agrabad C/A, Chittagong 2 Agrabad Branch 714504 fax-031-710084, IP Chittagong. Phone-70401,70402,70403 22, Sir Iqbal Road, G.M. Baksh Tower Phone- & fax-041-722133, Khulna 3 Khulna Branch (Ground, 1st & 2nd floor) Khulna City 730533 IP Phone-70501 Corporation Khulna. Phone-0821-711282, 0821- 781, Karima Mansion, Dargah Gate Sylhet- Sylhet 4 Sylhet Branch 710485, fax-0821-711282, IP 3100. Phone-70601 Phone-0721-812317, 812452, Rajshahi 5 Rajshahi Branch 219, Shaheb Bazar Main Road, Rajshahi. fax-0721-812317, IP Phone- 70701 Phone-02-8829137, 8813793, Dhaka 6 Gulshan Branch 80, Gulshan Avenue, Gulshan-1, Dhaka. fax: 02-9888857, IP Phone- 70801, 70802 Phone-02-7395118, 7395119, Dhaka 7 Babu Bazar Branch 31, Nawab Yousuf Road, Naya Bazar, Dhaka. fax: 02-7395119, IP Phone- 70901, 70902 Phone-02-7316225, 7315323, 77/7, Wahid Center (1st Floor) Moulvi Dhaka 8 Moulvi Bazar Branch 7312911, fax: 7312911, IP Bazar, Dhaka. Phone-71001, 71002 Phone-051-65833, 63943, Bhandary Monjil 776, Rangpur Raod Bogra 9 Bogra Branch 61458, fax- 051-63943 IP Borogola, Bogra. Phone-71101
Phone-0751-63203, Sirajgonj 10 Sirajgonj Branch Zaman Complex S.S. Road, Sirajgonj. 64360,63203, IP Phone-71201
Bangladesh Lions Foundation Bhaban, 3/C, Phone-02-8115789,8141671, Begum RokeyaSarani Dhaka 11 West Agargaon, Begum Rokeya Sarani, fax-02-8115789, IP Phone- Branch Dhaka. 71301 031-636358, 624682, 624683, Holding # 276-277, Ward # 35, Main Road Chittagong 12 Khatungonj Branch fax: 031-639014, IP Phone- Khatungonj, Chittagong. 71401, 71402 Phone-02-9136819,9135229, Level-2, Black-A, Bashundhara City 13/Ka/1, Dhaka 13 Panthapath Branch fax-02-9135229, IP Phone- Panthapath, Dhaka. 71501 Phone-07526-56122, 01715- Sirajgonj 14 Chandaikona Branch Pabna Bazar, Raigonj Sirajgonj. 805435, fax-07526-56122 IP Phone-71601
Haji Jalal Tower (1st floor), Mogra Para Narayangonj 15 Sonargaon Branch IP Phone-71701 Sonargaon, Narayangonj.
Phone-02-9571254, 9571100, Foreign Exchange 141-143, Motijheel C/A, BIWTA Bhaban, Dhaka 16 fax: 02-9571100, IP Phone- Branch Dhaka. 71801, 71802
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VIP Plaza, Plot # 5/4, Road # 2, Block-G Phone-031-717201, 2525702, Chittagong 17 Halishahar Branch Halishahar Housing Estate Halishahar, 815702, fax-031-2519284, IP Chittagong. Phone-71901
Hasnabad Super Market Suvadda, Phone-02-7761723, fax-02- Dhaka 18 Hasnabad Branch Keranigonj, Dhaka. 7761723 IP Phone-72001
Phone-02-9144682, fax: 02- House # 84, (Old-176), Road # 7/A (Old-14) Dhaka 19 Dhanmondi Branch 9120088, IP Phone-72101, Satmasjid Road, Dhanmondi R/A, Dhaka. 72102 Phone-02-7174921, 7174922, Nawabpur Road 82, Nawabpur Road (1st Floor) Nawabpur Dhaka 20 7174994, 7174995 fax: 02- Branch Road, Dhaka. 7174922, IP Phone-72201 Phone-031-628288, 627155, Haque Market (1st Floor) 610/11, Jubilee Chittagong 21 Jubilee Road Branch 840897, fax-031-628288, IP Road, Chittagong. Phone-72301 Phone-02-8959731, 8959732, Latif Emporium, 27 Uttara C/A Road # 7, 8959733, 8961124, fax: 02- Dhaka 22 Uttara Branch Sector-3 Uttara, Dhaka. 8961124, IP Phone-72401, 72402 Phone-02-7602144, 7670393, Narayangonj 23 Fatullah Branch Fatullah Bazar, Narayangonj. fax-02-7672144 IP Phone- 72501 Phone- 02-8055323,9013584, Plot No-29-30, Block-Kha, Main Road(Goal Dhaka 24 Mirpur Branch fax-02-9013584 IP Phone- Chakkar-10) Mirpur, Dhaka. 72601 Phone-02-89820996,9820997, 48 Kamal Attaturk Avenue, (Ground & 1st Dhaka 25 Banani Branch 9820998, fax-02-9820995, IP Floor) Banani, Dhaka-1213. Phone-72701, 72702
Elliotgonj Bazar, P.O-Elliotgonj, P.S- Comilla 26 Elliotgonj Branch IP Phone-72801 Dawudkhandi Dist-Comilla.
Hossain Market, 276-284 D.B. Road, Phone-0321-56122, 0321- Noakhali 27 Chowmuhoni Branch Chowmuhani Powrosova Begumgonj, 53622 IP Phone-72901 Noakhali.
Yousuf Tower (2nd Floor), 35 Tatti, Dilkusha Phone-02-7743707, 7745585 IP Dhaka 28 Savar Branch Bagh, Savar Bus Stand, Savar, Dhaka. Phone-73001, 73002
Mohammadpur Phone-02-8142572, 02- 9/2A Madrasha Road, Joint Quarter, Block-F, Dhaka 29 Kaderia Tayebia 9132398, fax-02-9132253, IP Mohammadpur, Dhaka-1207. Madrasha Branch Phone-73101
Donia Rosulpur 49 Rosulpur, Kutubkhali Donia, Jatrabari, Phone-02-7541659, 7541650 IP Dhaka 30 Branch Dhaka. Phone-73201
Phone-0303456518, Chittagong 31 Lohagara Branch “Mostofa City”, Lohagara, Chittagong. 0303456517, 01815-065948, IP Phone-73301 Chandipool Baipass Road (Opposite of South Phone- 0821-2833431, 0821- Sylhet 32 South Surma Branch surma Thana), P.O-Sylhet Sadar, P.S- South 2833432, IP Phone-73401 Surma, Sylhet.
95/96 Chawk Bazar (2nd Floor) PO- Chawk Phone-081-61363, 081-61364, Comilla 33 Comilla Branch Bazar, P.S- Kotowali, Comilla. IP Phone-73501
Gopaldi Bazar, P.S- Araihazar, District- Narayangonj 34 Gopaldi Branch IP Phone-73601 Narayangonj
Faisal Shopping Complex Bishnudi, Phone-0841-67932, 0841- Chandpur 35 Chandpur Branch Chandpur Bus Stand Thana- Chandpur, Dist- 67931, IP Phone-73701 Chandpur.
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Phone-031-2572315, 031- Chittagong 36 Patherhat Branch Patherhat, Noapara, Raozan, Chittagong. 2572316, IP Phone-73801
Evan Plaza (in front of Cox’s Bazar Phone- 0341-51822, 0341- Cox’s Bazar 37 Cox’s Bazar Branch Pourashava) Thana Road, Cox’s Bazar. 51968, IP Phone-73901
Nanupur Bazar, P.O-Nanupur P.S- Fatikchari, Phone-044-37151939, 044- Chittagong 38 NanuPur Branch Dist- Chittagong 37151949, IP Phone-74001
Modina Tower (Opposite TV Centre) 464/1, Phone- 02-7281320, 7281879, Dhaka 39 Rampura Branch West Rampura DIT Road, Thana- Khilgoan, IP Phone-74101 Dhaka Phone-0312555891, 358, Golden Plaza, CDA Avenue East Chittagong 40 GEC Moor Branch 0312555892, fax-2555893, IP Nasirabad, GEC Mour, Chittagong Phone-74201
Khulna. Phone- 04027-56678, Paik Gacha 41 Paik Gacha Branch Main Road, Paik Gacha IP Phone-74301
East Aganogor Mosjid market, Shuvadda Phone-02-7763253, 7763765 IP Dhaka 42 Keranigonj Branch Thana- Keranigonj, Karanigonj, Dhaka Phone-74401
Madhabdi SME/Krishi Madhabdi Plaza, P.O &Porosoba- Madhabdi, Phone-9446883, 9446882, fax- Narsingdi 43 Branch P.S &Upazilla - Narsingdi, Zilla- Narsingdi. 9446884, IP Phone-74501
Kachua SME/Krishi Talukder Super Market Holding No-111, Chandpur 44 Phone- 08425-56275, IP Phone- Branch Ward No-08 Kachua, Chandpur.
Monirampur Monirampur Bazar Holding No-2145, Ward Phone-0422778400, IP Phone- Jessore 45 SME/Krishi Branch No-03 Monirampur, Zilla- Jessore. 74701
Noorbag Moor, P.O- Noapara, P.S.- Phone-04222-72300, IP Phone- Jessore 46 Noapara Branch Abhoynagar, Dist.-Jessore. 74801
Fakirhat SME/Krishi Mohammad Ali Market KathalTolar More Phone-04655-56150, IP Phone- Bagerhat 47 Branch FakirhatBagerhat. 74901, 74902
Hazi M. Siddik Market, Block-B (2nd Floor) Hathazari SME/Krishi Hathazari Bus Stand, Ward No-03 P.O & P.S – Phone-031-2601914, 031- Chittagong 48 Branch Hathazari,Upazilla- Hathazari, Zilla- 2601915 IP Phone-75001 Chittagong Al-Amin Shopping Complex (2nd Floor) Baryerhat SME/Krishi Mouza-Jamalpur, Chittagong 49 IP Phone-75101 Branch BaryerhatPorosobaUpazilla& P.S- Mirsorai, Zilla-Chittagong Goleza Super Market (High way Road) Gobindagonj Holding No-318, Ward No-6 Porosoba- Phone-05423-75396, 05423- Gaibandha 50 SME/Krishi Branch Gobindagonj, P.O & P.S -Gobindagonj, Zilla- 75397 IP Phone-75201 Gaibandha Lilir Moor, Holding No-1191/1150 Mouza- Phone-0531-63692, 0531- Dinajpur 51 Dinajpur Branch Pranonathpur, Ward No-3 P.O & P.S - 61588, IP Phone-75301 Dinajpur. Dist.-Dinajpur.
Lions Tower (2nd floor) 108, Islampur Road Phone-7392332, 7393208, fax- Dhaka 52 Islampur Branch Dhaka. 7393208, IP Phone-75401
27, New Eskaton Road P.S & P.O- Ramna Phone-9359620, 8311592, fax- Dhaka 53 New Eskaton Branch Dhaka-1000. 8311591, IP Phone-75501
Bhulta SME/Krishi Mir Market, Salam Mansion P.O- Bhulta, P.S- Narayangonj 54 IP Phone-75601 Branch Rupgonj, Zilla- Narayangonj.
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Hajigonj Bazar Ma Plaza, Degree College Phone-08424-75129,08424- Chandpur 55 Hajigonj Branch Road, P.S.& P.O.- Hajigonj Dist.-Chandpur. 75130 IP Phone-75701
Shahjadpur AlhajRajjak Plaza, Monirampur Bazar P.S & Phone- 07527-64049, 07527- Sirajgonj 56 SME/Krishi Branch P.O- Shahjadpur Zilla-Sirajgonj 64050 IP Phone-75801
Galimpur SME/Krishi Khan Super Market (2nd floor) Galimpur Dhaka 57 IP Phone-75901 Branch Bazar, NobabGonj, Dhaka.
Fatikchari Collage Market P.O-Fatikchari, P.S- Bibirhat SME/Krishi Phone-03022-56321, 03022- Chittagong 58 Fatikchari, Upazilla- FatikchariZilla- Branch 56318 IP Phone-76001 Chittagong.
Dhamrai SME/Krishi Dhamrai Bazar Porosoba- Dhamrai P.S & P.O- Phone-06222-71908, 06222- Dhaka 59 Branch Dhamrai, Zilla- Dhaka. 71909 IP Phone-76101
Jobeda Shopping Complex (2nd floor) C.O. Phone- 05024-51250, 51251 IP Bogra 60 Dupchachia Branch Office Bus Stand Dupchachia, Bogra. Phone-76201
174/A, Chatteshawri Road Mannan Phone-031-2867367, 2867368, Chittagong 61 Chawk Bazar Branch Tower(1st & 2nd floor) P.O-ChawkBazar 2867369, IP Phone-76301 P.S.- Kotowali, Dist.-Chittagong
36, Rail Road (Chowrasta) P.O.-Jessore, P.S.- Phone-0421-64404 IP Phone- Jessore 62 Jessore Branch Kotowali Dist.-Jessore. 76401
Phone-0471-65078, 0471- London Plaza Boro Bazar Road P.S. & P.O- Satkhira 63 Satkhira Branch 65444, fax- 0471-65444 IP Satkhira Dist.- Satkhira Phone-76501 3 No. S. M. Maleh Road (Rupsi Height) Phone-7641621-3 IP Phone- Narayangonj 64 Narayangonj Branch Tanbazar, P.O. & P.S.-Narayangonj Dist.- 76601 Narayangonj.
NaogaonPourashava (Sonali Bank Road) Phone-0741-81112, 81113, IP Naogaon 65 Naogaon Branch Ward No- 4, Vill- Qazipara Naogaon. Phone-76701
Shah Bari Tower, Station Road (Guptapara) Rangpur 66 Rangpur Branch House No-286, Ward No-9 P.O-Rangpur, P.S- IP Phone-76801 Kotwali, Rangpur.
Grand Huq Tower Limited Huq Villa, Mizan Phone-0331-74104,74103 Fax- Feni 67 Feni Branch Road P.S.-Kotwali, Dist.-Feni. 0331-74117 IP Phone-76901
16 (sixteen) storied building 99 Mohakhali Phone: 9888943 IP Phone- Dhaka 68 Mohakhali Branch C/A, Holding No-99, Ward No-20 P.O & P.S- 77001 Gulshan. Dhaka
Bangshal Road, P.O & P.S- Bangshal Holding Phone-7317175,7317396 IP Dhaka 69 Bangshal Branch No-45, Ward No-68 Dhaka Sadar, Dhaka Phone-77101
South Banasree Plot No-L/2, Road-13, Block-L, South Phone:7811611,7811612,7811 Dhaka 70 Branch Bonosree, Khilgaon, Dhaka. 613 IP Phone-77201
Katpatty Road, Kotwali Model Thana Holding Phone: 0431-61659, 0431- Barisal 71 Barisal Branch No-1, Ward No-9 Barisal Sadar, Barisal 2177480 IP Phone-77301
8/B Anarkoli Road Tongi Bazar, Qazi Market Phone-9817710, 9817711 IP Gazipur 72 Tongi Branch Gazipur. Phone-77401
Abdul Hamid Road, P.O & P.S- Pabna Holding Phone- 0731-51980, 0731- Pabna 73 Pabna Branch No-0118-000, Ward No-02 Pabna. 52080 IP Phone-77501
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PC Road, Holding No-68(A) Chittagong City Phone-031-2773380,031- Chittagong 74 Alanker More Branch Corporation P.O- Custom Academy, P.S- 2773379, 031-2773378 IP Pahartoly Chittagong. Phone-77601
House # 16, Block-A, Bashundhara Avenue. Phone-8402501,8402502 IP Dhaka 75 Bashundhara Branch Bashundhara, Dhaka Phone-77701
Phone-08025-54640, 54641 IP Homna 76 Homna Branch Homna Bazar, Homna Phone-77801
Shah Mohsen Aulia Hajee Imam Shopping Center Battali, IP Phone-77901 Phone-01849- Chittagong 77 Branch Anowara, Chittagong 842400, 01967-786765
700, DT Road, Dewanhat P.O.-Pathantoly IP Phone-78001 Phone-031- Chittagong 78 Dewanhat Branch P.S.-Double Mooring Chittagong. 2515260, 2515261, 2515262
Haji Hossain Plaza Staff Quarter P.O & P.S.- IP Phone-78101 Phone- Dhaka 79 Demra Branch Demra Dhaka. 7502915, 7502916
183 Shamsher Nagar Road Chowmohana, Phone- 0861-63906, 63907, IP Moulvibaza 80 Moulvibazar Branch Moulvibazar Phone-78201
Akul Shah Shopping City General IP Phone-78301 Mobile: 01711- Sylhet 81 Fenchugonj Branch OsmaniSharak (Thana road point) P.O. & 040403 P.S.- Fenchugonj Sylhet
North Badda, Alir Moar Satarkul Road, Badda IP Phone-78401 Phone- Dhaka 82 Satarkul Road Branch Union Dhaka. 9858072, 9858073
(030) 2556244, 2556245, A. Farida Shopping Complex Kaptai Road, Chittagong 83 Roazarhat Branch IPPBX: 09612001122 Ext Roazarhat P.O & P.S-Rangunia Chittagong 78501, 78502
Horirampur Union 50, Garib-E-Neawaz Avenue (Rosewood IP Phone-78601 Phone- Dhaka 84 Branch Areebah) Sector-13, Uttara, Dhaka 8955884, 8955886
IP Phone-78701 Phone- Dhaka 85 Kawran Bazar Branch 37, Kawran Bazar Khansons Centre Dhaka 8180206, 8180207
13, Khan Jahan Ali Road Bagerhat IP Phone-78801 Phone- 0468- Bagerhat 86 Bagerhat Branch Pourashava Bagerhat. 64347, 0468-64348
Sarker Plaza(opposite to Akhaura Poura Brahmanbaria 87 Akhaura Branch Bhaban) Holding No-3, Ward No-4 P.O. & P.S- Manager-01712-592457 Akhaura Brahmanbaria
Patkelghata Bazar Ward No-05 P.O & P.S.- Satkhira 88 Patkelghata Branch Manager-01718-610385 PatkelghataSatkhira.
Advanced Melinda (1st Floor) 72, Malibagh IP- 79101 Phone: 9341854, Dhaka 89 Mouchak Branch (opposite Fortune Shopping Mal) Mouchak Manager- 01534-503212 More, Dhaka-1217 H S Tower Holding No-1006 (Beside CNG IP- 79201 Manager-01811- Chittagong 90 AturarDepo Branch Petrol Pump) Hathazari Road P.S-Panchlaish 960302 Chittagong
Chougacha Bus stand (Dhoni Plaza) Ward IP- 79301 Manager- 01718- Jessore 91 Chougacha Branch No-01 P.O & P.S.- Chougacha Jessore 810817
College Road, Debidwar New Market P.O & Manager-01714-178022 IP- Comilla 92 College Road Branch P.S- Debidwar Comilla 79401
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Bismillah Tower Holding No-428/B Main Phone-0321-71814, 71815 Noakhali 93 Maijdee Branch Road, Maijdee Bazar P.S- Sudharam (Sadar) Manager-01819-426262 IP- Noakhali 79501
Ali Plaza MuktijoddaSarani Road 64, Choto Manager-01711-074057 IP- Mymensingh 94 Mymensingh Branch Bazar P.S- Kotwali (Sadar) Mymensingh 79601
Social Islami Bank Limited Isfar Tower (1st Narsingdi 95 Panchdona Floor) P.O- Panchdona, P.S- Narsingdi Sadar 01733-664400, IP- 79701 Narsingdi
Yeakub Market, 2-B Elephant Road, New Dhaka 96 Gausia IP-79801 Market, Dhaka-1205
Holding no-0007, Ataf Tower Sahid Dr.Zikrul Phone: IP: 09612001122 Saidpur 97 Saidpur Branch Haque Road, Saidpur Ext.79901,79902
R K Plaza(1st Floor), Chawkbazar Holding Phone: (038)162489, Laxmipur 98 Laxmipur Branch No: 1366 Old Municiplity Road P.O & P.S- IP:09612001122 Ext.80001, Laxmipur, Laxmipur. 80002
Razzak Plaza(1st Floor), P.O-Tangra, P.S- Phone: IP 09612001122 Ext: Gazipur 99 Mawna Branch Sreepur, Gazipur 80101, 80102
R.S. Tower(1st & 2nd Floor), Vill&P.O-Matyn, Phone: IP 09612001122 Ext: Noakhali 100 Kankirhat Branch P.S-Senbag, Noakhali 80201, 80202
89/3, Kakrail, Isha Khan Shopping Complex, Phone: IP:09612001122 Dhaka 101 Kakrail Branch PS-Ramna Dhaka-1000. Ext.80301,80302
Jamia Complex(1st Floor) Dharmapur, Azadi Phone: IP: 09612001122 Chittagong 102 Azadi Bazar Branch Bazar, Fatickchari Chittagong Ext.80401,80402
Biswa Road, P.O-Ahmed Nagar P.S.- Phone: IP:09612001122 Ext: Comilla 103 Laksam Road Branch Sadar(South), Laksam Road, Paduar Bazar, 80501,80502 Comilla.
Haji Market(1st floor), Koyrabazar P.O.-
Jamalpur 104 Koyrabazar Branch [email protected] Patadaha, P.S.-Madargonj Jamalpur
661-Mohammadi Mansion, Shahabuddin Phone: IP: 09612001122 Kishoreganj 105 Kishoregong Branch Mosjid Road, Boro Bazar, P.O & P.S- Ext.80701, 80702 Kishoregonj Kishoreganj Plot no-82,99, Mouza-Baipail, Bashundhara, Phone: IP: 09612001122 Dhaka 106 Ashulia Branch Block-B, Bogabari Bazar, P.S.-Ashulia, Ext.80801,80802 Upazila-Savar Dhaka Angaria Bazar, Main Road P.O.-Angaria, P.S.- Phone: IP: 09612001122 Shariatpur 107 Angaria Bazar Palong, Shariatpur Ext.80901, 80902
Holding# 297/1, N.S. Road, P.O & P.S- Phone: IPPBX: 09612001122 Kushtia 108 Kushtia Branch Kushtia Sadar, Kushtia Ext: 81001, 81002
10/1,Madani Avenue, Natun Bazar, PS- Phone: IP:09612001122 Dhaka 109 Vatara Branch Vatara,Dhaka-1212 Ext.81101,81102
Bangabandhu Bishah Plaza Holding No-159, Ward # 7 Phone: IP:09612001122 Ext. Gopalgonj 110 Samadhi Soudho Bangabandhu Samadhi Soudho Sarak 81201, 81202 Branch Tungipara, Gopalgonj
Zakaria Super Market Dumuria Bazar, Phone: IP:09612001122 Khulna 111 Dumuria Branch Dumuria, Khulna Ext.81301, 81302
A.K TAWER, Holding No:-285, Medical Phone: IP:09612001122 Jamalpur 112 Jamalpur Branch Road(Tomaltola Road), Ward No- Ext.81401,81402 04,Jamalpur
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Aleya Plaza, Holding#0245-02 College Road, Phone: 09612001122 Ext. Netrokona 113 Netrokona Branch Ward#02 Netrokona Pourosava, Netrokona 81501, 81502
Afzal Super Market Navaran Rail Bazar, PO- Phone: 09612001122 Ext.: Jessore 114 Navaran Branch Zadabpur PS - Sharsha, Dist - Jessore 81601, 81602
Haque Mansion, Village: Latifpur 03 No Phone: IP: 09612001122 Ext. Noakhali 115 Zamiderhat Branch Word, 13 No Rasulpur Union PO: 81701, 81702 Zamidarhat, PS : Begumgonj Dist : Noakhali
Azir Market(1st floor), Main Road, South 09612001122 Ext.81801, Sylhet 116 Beani bazar Branch Bianibazar, Upzilla :Bianibazar, Dist: Sylhet 81802, Cell: 01759402433
Poddar Bazar, 7 No Bashikpur Union, Phone: IP: 09612001122 Ext. Laxmipur 117 Poddar Bazar Branch LaxmipurSadar, Laxmipur 81901, 81902
Mirpur Road, PO+PS : Burichong District : Phone: IP 09612001122 Ext. Comilla 118 Burichong Branch Comilla 82001, 82002 952, DC Road,Word No -05, Sharif Para, Phone: IP: 09612001122 Bhola 119 Charfashion Branch CharfassionPourosova PO: Charfassion PS Ext.82101,82102 CharfassionDist: Bhola M A SayedBhabanSafa Bandar Bus Stand Ward No. 02, Safa Bazar Union: DhaniSafa Phone: IP: 09612001122 Pirojpur 120 SafaBondor Branch PO: Safa Bandar, PS: Mothbaria Zilla : Ext.82201,82202 Pirojpur RafezaBhaban Holding: 23/3, Block-C, Ward JoydebpurChowrasta Phone: IP: 09612001122 Gazipur 121 No-17, Joydebpur Road, P.O + P.S-Joydebpur, Branch Ext.82301,82302 District: Gazipur
Hazi Karim Mansion (1st floor)Dakshin 09612001122 Ext.82401, Moulvibazar 122 Barlekha Branch Bazar Barlekha Moulvibazar 82402
360, Rajlaxmi Plaza, Patilbari Road, 09612001122 Ext: 82501, Narsingdi 123 NARSINGDI BRANCH Genjipotty, PO & PS- Narsingdi, Ward-04, 82502 Paurasova- Narsingdi District- Narsingdi.
SREENAGOR PILOT SCHOOL IP:09612001122 MUNSHIGONJ 124 Sreenagar Branch MARKET,SREENAGAR,MUNSHIGONJ Ext.82601,82602
Dhaka 125 Corporate City Center, 90/1, Motijheel C/A, Dhaka 09612001122 Ext.82701,82702
SHAYMA TOWER, BOROKALIBARI ROAD, 09612001122 Ext 82801, Tangail 126 Tangail Branch ADALOTPARA 82802
Aziz Bhavan, Holding No. 420, Zero Point, 09612001122 Ext. 82901, Noakhali 127 Sonapur Branch Char Jabbar Road, Sonapur, Noakhali 82902
Omar Faruk Tower, (Tin Potti), Bhairab 09612001122 Ext. 83001, Noakhali 128 Bhairab Bazar Branch Bazar, Bhairab, Kishoreganj 83002
1 no Nosrotpur, Ranir Bandar, Chirir Bandar 09612001122 Ext. 83101, Dinajpur 129 Ranirbondor Branch , Dinajpur 83102
Ha-Meem Plaza, 1st Floor, East Ghomdondi, 09612001122 Ext. 83201, Chittagong 130 Boalkhali Branch Boalkhali Pourashava, Boalkhali, Chittagong 83202
Sattar Plazza, Olipur BAZAR, SAYESTAGANJ , Phone: IP: 09612001122 Ext. Habigonj 131 Industrial Park Branch Habigonj 83301, 83302
Nayergaon Bazar Mahadi Tower (1st floor), Nayergaon Bazar, Phone: IP: 09612001122 Ext. Chandpur 132 Branch Matlab (South), Chandpur 83401, 83402
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BT Square, Mohajonpatty, 899, Word-06, Phone: IP: 09612001122 Ext. Bhola 133 Bhola Branch Bhola Pourosava, Bhola 83501, 83502
Khan Market, Fultala bazar, Muksudpur, Phone: IP: 09612001122 Ext. Dhaka 134 Muksudpur Branch Dohar, Dhaka 83601, 83602
Phone: IP: 09612001122 Ext. Dhaka 135 Shyamoli Branch 15/2, Mirpur Road, Shyamoli, Dhaka 83701, 83702
EASTERN BANK LIMITED SL. REGION BRANCH ADDRESS PHONE NO. Dhaka 1. Motijhil Branch 88 Motijheel C/A, Dhaka. Phone: +88 02 9559655, 9565073-4 2. Shymoli Branch Plot 16-A/5, Ring Road, Block F, Phone: +88 02 8116015, 9132497, Mohammadpur Housing Estate, 9133165 Dhaka 1207. 3. Bashundhara Branch Plot 15, Block A, Bashundhara R/A, Phone:+88 02 8845391-2. Dhaka 1219. 4. Mogbazar Branch Shafi Complex, 1/A West Moghbazar, Phone:+88 02 9361756, 9360115 New Circular Road, Ramna, Dhaka. 5. Narayangonj Branch 64 Banga Bandhu Road (Islam Plaza), Phone:+88 02 7648557, 7648558 Narayangonj. 6. Banashree Branch Plot No: C-10 (1st Floor & ATM at GF), Phone:+88 02 7286266 Block : C, Eastern Housing Banasree Project, Main Road Rampura, Dhaka. 7. Savar Branch E/3, Tala Bagh, Thana Road, Savar, Phone:+88 02 7744757-8 Dhaka. 8. UttaraGarib-E-Newaz 15 Garib-E-Newaz Avenue, Sector 11, Phone:+88 02 8915457, 8915447 Branch Uttara Model Town, Uttara, Dhaka. 9. Mymensing SME Branch Hamida Market, 45 Choto Bazaar, Phone: +88 09163831, 09163861, Kotwaly, Mymensingh. 09163841 Khulna 10. Khulna Branch Taymun Centre & Properties, 181 Phone:+88 041 723506, 721069, Khan-A-Sabur Road ShibBari Mor, 720041-2 Khulna. 11. Jessore Branch 1st Floor, 25/A R N Road, Jessore. Phone:+88 0421 64533, 68843 Chittagong 12. Jubliee road Branch Mannan Bhaban, 156 Nur Ahmed Phone:+88 031 614442, 621480, Sarak, Jubilee Road Chittagong. 2858471 13. O.r. Nizam Road Branch Avenue Centre, 787 CDA Avenue, Phone:+88 031 617082-3, 2853251. Chittagong. 2857073-5 14. Chandhaon Branch House 16, Road 1, Block A, Chittagong Phone:+88 031 2571204, 2571205. 4212. 15. Panchaish Branch Al-Hakim Plaza, 14 Panchlaish R/A, Phone:+88 031 2552691, 031 Chittagong-4203. 2553556. 16. Halishahar Branch House-1, Road-1, Block-L, Halishahar Phone:+88 031 2513895, 031 Housing Estate Halishahar, 2513896-7. Chittagong. 17. Sirajuddowla Road 94, Siraj-Ud-Doula Road (opposite to Phone:+88 031 2865261-4 Branch Didar Market), Dewan Bazaar, Chandanpura, Chittagong. 18. Agrabad Branch 33 Agrabad C/A, Chittagong. Phone: +88 031 720755-9.
19. Muradpur Branch Jumairah Fairmont Trade Centre 327 Phone: +88 031 6539734. Old CDA Avenue Muradpur Chittagong 4203. Sylhet 20. Moulvibazar Branch 1st Floor, 26 Sylhet Trunk Road, Phone: 0861 52034, 0861 Moulvi Bazar 3200. 52226. 21. Upashahar Branch 504, Gas Bhaban (GF), Mehedi Bagh, Phone: 0821 719573, 719584. Sylhet. 22. Chouhatta Branch Firoz Centre, 891/Ka Chouhatta, Phone: 0821 717545, 723242. Sylhet. Rajshahi 23. Rajshahi Ground Floor, Doinik Barta Complex, Phone: 0721 772372, 772356. Branch Alupotti, Natore Road, Rajshahi 6000. 24. Bogora Branch 1020/1092, Satani Mega Centre, Phone: 051 78373, 78887, 69932. Sherpur Road Bogra 5800. 87 | P a g e
Application Form-B
RATANPUR STEEL RE-ROLLING MILLS LIMITED Nahar Mansion, 116 C.D.A Avenue, Muradpur, Chittagong Phone: 88-031-652255-57, Fax: 88-031-650001 Email: [email protected], Website: www.rsrmbd.com
Rights Offer of 67,459,392 Ordinary Shares of BDT10.00 each at an issue price of BDT 15.00 each including a premium of BDT 5.00 per share, totaling BDT 1,011,890,880.00 offered on the basis of 02[R]:03, i.e. 02 (two) Right Shares for every 03 (three) existing shares held on the record date [***]
SUBSCRIPTION STATUS Opens on Closes on [***] [***] Within Banking Hours Both Days Inclusive
FORM OF RENUNCIATION
The Managing Director Dated: ………………/…………..…./2019 Ratanpur Steel Re-Rolling Mills Limited Application Sl. No. # Nahar Mansion, 116 C.D.A Avenue
Muradpur, Chittagong (Bank’s Seal) Dear Sir,
I/We hereby renounce my/our rights to the shares offered to me/us as noted below in favor of person(s) accepting the same and signing in application by renouncee(s) and apply for allotment in his/her/their name(s).
Holder’s Folio/BO No. of Shares held at No. of Shares offered No. of Shares Accepted Total Amount Paid Account No. the close of business on [***], 2019
Yours faithfully,
1. Name (in block letters) : Address : Signature
2. Name (in block letters) : Address : Signature
Name(s) of Renouncee(s) BO A/C No. 1. Name: 2. Name:
N.B. Use photocopy in case of renouncement favoring more than 2 (two) persons
As per provision of the Depository Act, 1999 and regulations made there under, rights share shall only be issued in dematerialized condition. An applicant must apply for allotment of rights shares mentioning his/her Beneficiary Owner (BO) account number in the application form.
Note: Signature must be the same as furnished earlier. Incomplete or incorrectly filled application form may be rejected.
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Application Form-C
RATANPUR STEEL RE-ROLLING MILLS LIMITED Nahar Mansion, 116 C.D.A Avenue, Muradpur, Chittagong Phone: 88-031-652255-57, Fax: 88-031-650001 Email: [email protected], Website: www.rsrmbd.com
APPLICATION BY RENOUNCEE(S)
The Managing Director Dated: ………………/…………..…./2019 Ratanpur Steel Re-Rolling Mills Limited Application Sl. No. # Nahar Mansion, 116 C.D.A Avenue
Muradpur, Chittagong (Bank’s Seal)
Dear Sir, As the shareholder(s) at pre-page has/have renounced his/her/their rights to the shares offered, in my/our favor, I/We do hereby apply for the number of share noted above as renounced, by making payment of BDT…………………………………. being the value of…………….……………………Share @ BDT 15.00 each (including a premium of BDT 5.00) per share.
Yours faithfully,
1. 2.
Signature: Signature: Name (in block letters): Name (in block letters): S/O. D/O. W/O.: S/O. D/O. W/O.: Address: Address:
BO No BO No.
N.B. use photocopy in case of renouncement favoring more than 2 (two) persons
Signature of the Renouncer(s): 1 2
As per provision of the Depository Act, 1999 and regulations made there under, rights share shall only be issued in dematerialized condition. An applicant must apply for allotment of rights shares mentioning his/her Beneficiary Owner (BO) account number in the application form.
Note: Folio No. is to be mentioned only in case of existing shareholder(s). Incomplete or incorrectly filled application form may be rejected.
------ACKNOWLEDGEMENT RECEIPT OF SHARE MONEY
Received with thanks Tk……………..(Tk………………….) only from Mr./Ms………………………………. Folio/BO account No…………………………………. for ……………………. No.(s) of right shares of Ratanpur Steel Re-Rolling Mills Limited in Cash/ pay order/ Draft/ Cheque No……………………… date …………..…………. of Bank……………………….. Branch.
Application Sl. No. (Bank’s Seal) Signature of Receiving Officer Date:
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