PROSPECTUS - check mail

Issuer 

Summit Alliance Port Limited. 

Issue Manager 

Alliance Financial Services Limited. 

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

PROSPECTUS 

Public offering of 1,000,000 ordinary shares of Tk.100 each totaling Tk.100, 000,000 

Of 

SUMMIT ALLIANCE PORT LIMITED (SAPL) 

Opening date for subscription: August 10, 2008 

Closing date for subscription: August 14, 2008 

For Non-Resident Bangladeshi Quota, subscription closes on: August 23, 2008 

Manager to the Issue 

Alliance Financial Services Limited (AFSL) 

Underwriters 

IDLC Finance Limited 

Lanka Bangla Finance Limited 

Trust Bank Limited 

Bankers to the Issue 

Dhaka Bank Limited 

HSBC 

Standard Bank Limited 

Dutch Bangla Bank Limited 

National Bank Limited 


Credit Rating Agency 

Credit Rating Information and Services Ltd. (CRISL) 

Long Term: A- Short Term: ST-3. 

Date of Prospectus: July 01 2008 

The issue shall be placed in “N” Category 

“CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER 

OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES 

AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2006. IT MUST BE DISTINCTLY UNDERSTOOD THAT 

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

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

FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO 

THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER/CHIEF 

FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR” 

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Issuer 


Issue Manager 


SUMMIT ALLIANCE PORT LIMITED 

(A Public Company Limited by Shares) 

Katghar, North Patenga, Chittagong- 4204 

Availability of Prospectus 

Prospectus of Summit Alliance Port Limited may be obtained from the Issuer Company, Issue 

Manager, Underwriters and the Stock Exchange as follows: 

Company Contact Person Telephone 

number 

Summit Alliance Port Limited 

Corporate office Mr. Md. Abdullah Osman Sajid (Sajid) 88-02-9130845 

Summit Centre Accounts Executive 01730-025057 

18 Kawran Bazar C/A 

Dhaka- 1215 

Registered office & project Mr. Ratan Kumar Nath FCMA 031-800104-6 (PABX Line) 

Katghar, North Patenga Senior Manager 01714-094532 

Chittagong- 4204 


Alliance Financial Services Limited Mr. Muhammad Nazrul Islam, ACMA 88-02-9554756, 9556752 

Rahman Chamber Manager 01914 -566039 

12-13 Motijheel C/A, Dhaka- 1000 

Underwriters 

IDLC Finance Limited 

Bay’s Gallary,(1 st Floor) Mr. Mahmudul Bari 88-02-8834990-94 

57 Gulshan Avenue, Gulshan – 1 DGM, Merchant Banking Division 

Dhaka-1212 

Lankabangla Finance Limited 

20 Kemal Ataturk Avenue Mr. Shakil Islam Bhuiyan 88-02-9883701-10 

Safura Tower (11 th Floor), Banani Assistant Vice President 

Dhaka- 1213 


Peoples Insurance Bhaban Mr. Mohammad Saleh Ahmed 88-02-9570261, 9570263 

36 Dilkusha C/A, Dhaka – 1000 Senior Executive officer 01713-193396 

Stock Exchanges 

Dhaka Stock Exchange Limited DSE Library 88-02-9564601-7 

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

Chittagong Stock Exchange Limited 

CSE Building, 1080 Sheikh Mujib 

Road, Agrabad, Chittagong-4100 

CSE Library (031)714632-3 

(031)720871-3 

Prospectus is also available on the websites www.secbd.org, www.saplbd.com. www.allfin.org, www.dsebd.org, 

www.csebd.com and Public Reference room of the Securities and Exchange Commission (SEC) for 

reading and study. 

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Issuer 


Issue Manager 


Corporate Directory 

Registered office 

Katghar, North Patenga 


Tel: 031-800104-6 (PABX Line) 

Fax: 880-2-740667 

Corporate office 

Summit Centre 

18 Kawran Bazar C/A 

Dhaka- 1215 

Tel: 880-2-9130845 

Fax: 880-2-9130853-54 

www.saplbd.com 

Project location: 

Katghar, South Patenga 


Auditors 

Basu Banerjee Nath & Co 

Taher Chamber (Ground Floor) 

10 Agrabad Commercial Area 


Tel : 031-2512931 

Fax : 880-031-721201 



Rahman Chamber 

12-13 Motijheel C/A, Dhaka- 1000 

Tel : 9567778,9561817 

Fax: 880-2-9559895 

www.allfin.org 

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Issuer 


Issue Manager 


Table of Contents 

Item 

Page No 

Acronyms 6 

Disclosure in respect of issuance of securities in demat form 7 

Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 7 

General information 10 

Declarations and due diligence certificates 11 

Declaration about the responsibility of the Directors including the CEO of the Company 

in respect of the prospectus 11 

Consent of the Directors to Serve 12 

Declaration about filing of prospectus with the Registrar of Joint Stock Companies & Firms 12 

Due Diligence Certificate of the Manger to the Issue 13 

Due Diligence Certificate of the Underwriter(s) 13 

Risk factors & management’s perception about the risks 14 

Financial structure 16 

Use of IPO proceeds 16 

Description of business 16 

Company at a glance 16 

Important date 16 

Nature of business 17 

Background 17 

Principal products and services 17 

Market for SAPL services 18 

Relative contribution to income (as per audited accounts) 18 

Business plan and Marketing strategy 18 

Internal Control System 19 

Management Information System 20 

Associate subsidiary/related holding company and Core areas of business 20 

Distribution of products/services 21 

Competitive condition of business 21 

Sources and availability of raw materials and principal suppliers 21 

Sources of and requirement for power, gas and water or any other utilities 21 

Customer providing 10% or more revenues 21 

Contract with principal customers and suppliers 22 

Material patents, trademarks, license or royalty agreements 22 

Number of employees (as per audited accounts) 22 

Capacity and current utilization of facility 22 

Description of property 22 

Plan of operation and discussion of financial condition 23 

Internal and external sources of cash (as per audited accounts) 23 

Material commitment for capital expenditure 23 

Causes for material changes 23 

Seasonal aspect of the Company’s business 23 

Known trends, events or uncertainties 23 

Change in the assets of the Company used to pay off any liabilities 23 

Loan taken from holding/parent company or subsidiary company 24 

Loan given to holding/parent company or subsidiary company 24 

Future contractual liabilities 24 

Future capital expenditure 24 

VAT, income tax, customs duty or other tax liability 24 

Operating lese agreement 24 

Financial lease commitment 24 

Personnel related scheme 24 

Training 25 

Breakdown of issue expenses 25 

Revaluation of assets 25 

Transactions with subsidiary/holding company or associate companies 26 

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Issuer 


Issue Manager 


Item 

Page No 

Auditors certificate regarding allotment of shares to promoters or 

Sponsor shareholders for consideration other than in cash 26 

Material information which is likely to have an impact 26 

Directors and officers 26 

Information regarding directorship 26 

Directors involvement in other organization 27 

Family relationship among directors and top five officers 28 

Short bio-data of the directors 28 

Credit information Bureau (CIB) report 30 

Involvement of Directors and officers in certain legal proceedings 30 

Description of senior executive and departmental heads 30 

Certain Relationships and Related Transactions 31 

Transaction with related parties 31 

Directors Facilities 31 

Executive compensation 31 

Remuneration paid to top five officers 31 

Aggregate amount of remuneration paid to directors and officers (as per audited accounts) 31 

Remuneration paid to Director who was not an officer 31 

Future compensation to Director and others 31 

Pay increase intention 32 

Options granted to Directors, officers and employees 32 

Transaction with the Directors and subscribers to the Memorandum 32 

Tangible assets per share as of 31 December 2007 32 

Ownership of the Company’s securities 32 

Shareholding structure as on April 3, 2008 32 

Securities owned by the officers 33 

Determination of offering price 33 

Market for the securities being offered 33 

Declaration about listing of shares with Stock Exchange 33 

Trading and settlement 33 

Description of Securities outstanding or being offered 33 

Dividend, voting, pre-emption rights 33 

Conversion and liquidation rights 33 

Dividend policy 34 

Other rights of shareholders 34 

Debt securities 34 

Lock-in on sponsors share 34 

Refund of subscription money 35 

Subscription by and refund to non-resident Bangladeshis (NRB) 35 

Availability of securities 35 

The Offer 35 

Application for subscription 36 

Allotment 37 

Underwriting of shares 37 

Principal terms and conditions of underwriting agreement 37 

Underwriter’s right to represent in the Board of Directors of the Company 37 

Auditors report to the shareholders 38 

Audited Financial Statements 39 

Calculation of Ratio Analysis 55 

Auditor’s Additional Disclosures 56 

Auditors report under section 135(1), Para 24(1) of part II 58 

of schedule III to Companies Act, 1994 

Credit rating report of SAPL 63 

Application forms 79 

Additional disclosures regarding land of Summit Alliance Port Limited 83 

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Issuer 


Issue Manager 


Acronyms 

BAS 

SAPL 

CRISL 

IPO 

NRB 

ICD 

CFS 

OCL 

TEU 

SEC 

CPA 

DSE 

CSE 

FC 

FI 

RJSC 

Bangladesh Accounting Standard 


Credit Rating Information and Services Limited 

Initial Public Offering 

Non-Residential Bangladeshi 

Inland Container depot 

Container Freight Station 

Ocean Containers Limited 

Twenty Equivalent Units 

Securities and Exchange Commission 

Chittagong Port Authority 

Dhaka Stock Exchange Limited 

Chittagong Stock Exchange Limited 

Foreign Currency 

Financial Institution 

Registrar of Joint Stock Companies & Firms 

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Issuer 


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Issue Manager 


Disclosure in respect of issuance of security in Demat Form 

As per provision of the Depository Act, 1999 and regulations made there under, shares will only be issued in dematerialized 

condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and 

any further issuance of shares (right/bonus) will be issued in dematerialized form only. 

Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 

Part A 

1. The company shall go for Initial Public Offer (IPO) for 10, 00,000.00 ordinary shares of Taka 100.00 (taka one hundred) 

each at par worth Taka 10, 00, 00,000.00 (Taka ten crore) only following the Securities and Exchange Commission (Public 

Issue) Rules, 2006, the Depository Act, 1999 and regulations made there under. 

2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in four national 

daily newspapers (in two Bangla and two English), within 03 (three) working days of issuance of this letter. The issuer shall 

post the full prospectus vetted by the Securities and Exchange Commission in the issuer’s website and shall also put on the 

websites of the Commission, stock exchanges, and the issue managers within 03 (three) working days from the date of 

issuance of this letter which shall remain posted till the closure of the subscription list. The issuer shall submit to SEC, the 

stock exchanges and the issue managers a diskette containing the text of the vetted prospectus in “MS -Word” format. 

3. Sufficient copies of prospectus shall be made available by the issuer so that any person requesting a copy may receive one. 

A notice shall be placed on the front of the application form distributed in connection with the offering, informing that 

interested persons are entitled to a prospectus, if they so desire, and that copies of prospectus may be obtained from the issuer 

and the issue managers. The subscription application shall indicate in bold type that no sale of securities shall be made, nor 

shall any money be taken from any person, in connection with such sale until twenty five days after the prospectus has been 

published. 

4. The company shall submit 40 (forty) copies of the printed prospectus to the Securities and Exchange Commission for 

official record within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the 

newspaper. 

5. The issuer company and the issue managers shall ensure transmission of the prospectus, abridged version of the prospectus 

and relevant application forms for NRBs through e-mail, simultaneously with publication of the abridged version of the 

prospectus, to the Bangladesh Embassies and Missions abroad and shall also ensure sending of the printed copies of abridged 

version of the prospectus and application forms to the said Embassies and Missions within five working days of the 

publication date by express mail service (EMS) of the postal department. A compliance report shall be submitted in this 

respect to the SEC jointly by the issuer and the issue managers within two working days from the date of said dispatch of the 

prospectus & the forms. 

6. The paper clipping of the published abridged version of the prospectus, as mentioned at condition 2 above, shall be 

submitted to the Commission within 24 hours of the publication thereof. 

7. The company shall maintain separate bank account(s) for collecting proceeds of the Initial Public Offering and shall also 

open FC account(s) to deposit the application money of the Non-Resident Bangladeshis (NRBs) for IPO purpose, and shall 

incorporate full particulars of said FC account(s) in the prospectus. The company shall open the abovementioned accounts for 

IPO purpose; and close these accounts after refund of over-subscription. Non- Resident Bangladeshi (NRB) means 

Bangladeshi citizens staying abroad including all those who have dual citizenship (provided they have a valid Bangladeshi 

passport) or those, whose foreign passport bear a stamp from the concerned Bangladesh Embassy to the effect that no visa is 

required to travel to Bangladesh. 

8. The issuer company shall apply to all the stock exchanges in Bangladesh for listing within 07(seven) working days from 

the date of issuance of this letter and shall simultaneously submit the vetted prospectus with all exhibits, as submitted to SEC, 

to the stock exchanges. 

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

“Declaration about Listing of Shares with the Stock Exchange(s): 

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

in terms of this prospectus shall be void and the company shall refund the subscription money within fifteen days from the 

date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75 (seventy five) days, as the case may 

be. In case of non -refund of the subscription money within the aforesaid fifteen days, the company directors, in addition to 

the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 

2% (two percent) per month above the bank rate, to the subscribers concerned. The issue managers, in addition to the issuer 

company, shall ensure due compliance of the above mentioned conditions and shall submit compliance report thereon to the 

Commission within seven days of expiry of the aforesaid fifteen days time period allowed for refund of the subscription 

money.”

Issuer 


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Issue Manager 


10. The subscription list shall be opened and the sale of securities commenced after 25 (twenty five) days of the publication 

of the abridged version of the prospectus and shall remain open for 5 (Five) consecutive banking days. 

11. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable at 

Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka, 

supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities applied for 

through crossed bank cheque marking “Account Payee only”. The NRB applicants shall send applications to the issuer 

company within the closing date of the subscription so as to reach the same to the company by the closing date plus nine days. 

Applications received by the company after the above time period will not be considered for allotment purpose. 

12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound Sterling and Euro of Sonali Bank, 

which shall be mentioned in the Prospectus, as prevailed on the date of opening of the subscription for the purpose of 

application of the NRBs and other non-Bangladeshi persons, where applicable. 

13. The company and the issue managers shall ensure prompt collection/clearance of the foreign remittances of NRBs and 

other non-Bangladeshis, if applicable, for allotment of shares. 

14. Upon completion of the period of subscription for securities the issuer and the issue managers shall jointly provide the 

Commission and the stock exchanges with the preliminary status of the subscription within 05 (five) working days, in respect 

of the following matters, namely: - 

(a) Total number of securities for which subscription has been received; 

(b) Amount received from the subscription; and 

(c) Amount of commission paid to the banker to the issue. 

15. The issuer and the issue managers shall jointly provide the Commission and the stock exchanges with the list of valid and 

invalid applicants (i.e. final status of subscription) to the Commission within 3 (three) weeks after the closure of the 

subscription along with bank statement (original), branch-wise subscription statement, NRB application forms (photocopy 

attested by the CEOs of the issuer company and the issue managers). The list of valid and invalid applicants shall be finalized 

after examination with the CDBL in respect of BO accounts and particulars thereof. 

16. The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 6(six) weeks 

from the date of the subscription closure) if any of the following events occur: 

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

including the number of the underwriter) is less than the minimum requirement as specified in the listing regulations of the 

stock exchange(s) concerned; or 

(b) At least 50% of the IPO is not subscribed. 

17. 10% of total public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for mutual funds and 

collective investment schemes registered with the Commission, and the remaining 80% shall be open for subscription by the 

general public. In case of under subscription under any of the 10% categories mentioned above, the unsubscribed portion shall 

be added to the general public category and, if after such addition, there is over subscription in the general public category, the 

issuer and the issue managers shall jointly conduct an open lottery of all the applicants added together. 

18. All the applicants shall first be treated as applied for one minimum market lot of 50 shares worth Tk.5000/-. If, on this 

basis, there is over subscription, then lottery shall be held amongst the applicants allocating one identification number for each 

application, irrespective of the application money. In case of over-subscription under any of the categories mentioned 

hereinabove, the issuer and the issue managers shall jointly conduct an open lottery of all the applications received under each 

category separately in presence of representatives from the issuer, the stock exchanges and the applicants, if there be any. 

19. An applicant cannot submit more than two applicants, one in his/her own name and another jointly with another 

person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not 

be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the 

Commission. 

20. The primary shares allotted to an applicant through IPO may be forfeited by SEC, if the BO account of the said 

applicant is found closed at the time of allotment of shares. All IPO applicants are required to keep their BO accounts 

operational till allotment of IPO shares. 

21. Lottery (if applicable) shall be held within 5 (five) weeks from closure of the subscription date. 

22. The company shall issue share allotment letters to all successful applicants within 6 (six) weeks from the date of the 

subscription closing date. Within the same time, Refund to the unsuccessful applicants shall be made in the currency in which

Issuer 


Issue Manager 


the value of securities was paid for by the applicants without any interest, through direct deposit to the applicant’s bank 

account as far as possible/ Account Payee Cheque/ refund warrants with bank account number, bank’s name and Branch as 

indicated in the securities application forms payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra, as the 

case may be subject to condition 19 above. 

Refund money of the unsuccessful applicants shall be credited directly to their respective bank accounts, who have 

mentioned in the IPO application forms, bank account numbers with the bankers to the issue and other banks as 

disclosed in the prospectus. A compliance report in this regard shall be submitted to the Commission within 7(seven) weeks 

from the date of closure of subscription. 

23. The company shall furnish the List of Allotees to the Commission and the stock exchange(s) simultaneously in which the 

shares will be listed, within 24 (twenty four) hours of allotment. 

24. In the event of under-subscription of the public offering, the unsubscribed portion of securities shall be taken up by the 

underwriter(s) (subject to para -16 above). The issuer must notify the underwriter to take up the underwritten shares within 10 

(ten) days of the subscription closing date on full payment of the share money within 15(fifteen) days of the issuer’s notice. 

The underwriter shall not share any underwriting fee with the issue managers, other underwriters, issuer or the sponsor group. 

25. All issued shares of the issuer at the time of according this consent shall be subject to a lock - in period of three years 

from the date of issuance of prospectus or commercial operation, whichever comes later: 

Provided that the persons, other than directors and those who hold 5% or more, who have subscribed to the shares of the 

company within immediately preceding two years of according consent, shall be subject to a lock -in period of one year from 

the date of issuance of prospectus or commercial operation, whichever comes later. 

26. Either a Jumbo Share (one for each of the existing Sponsors/ Directors/ Shareholders) in respect of the shares already 

issued shall be issued covering together respective total holding, which shall contain the expiry date of lock-in period or 

Sponsors/Directors/Promoters/Shareholders’ shareholding shall be converted into demat form but shall be locked-in as per 

the condition at para-25 above. 

27. In case of Jumbo Share Certificate issued to the existing Sponsors/ Directors/Shareholders, the said share certificates shall 

be kept under custody of a security custodian bank registered with SEC during the lock-in period. The name and branch of the 

bank shall be furnished to the Commission jointly by the issuer and the issue managers, along with a confirmation thereof 

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

28. In case of dematerialization of shares held by the existing Sponsors/ Directors/Shareholders, the copy of dematerialization 

confirmation report generated by CDBL and attested by the managing director of the company along with lock-in 

confirmation shall be submitted to SEC within one week of listing of the shares with the stock exchange(s). 

29. The company shall apply to the stock exchanges for listing within 7(seven) working days of issuance of this letter and 

shall simultaneously submit to the Commission attested copies of the application filed with the stock exchanges. 

30. The company shall not declare any benefit other than cash dividend based on the financial statement for the year ended 

December 31, 2007. 

Part-B 

1. The issue managers (i.e., Alliance Financial Services Limited) shall ensure that the abridged version of the prospectus and 

the full prospectus is published correctly and in strict conformity without any error/omission, as vetted by the Securities and 

Exchange Commission. 

2. The issue managers shall carefully examine and compare the published abridged version of prospectus on the date of 

publication with the copy vetted by SEC. If any discrepancy/inconsistency is found, both the issuer and the issue managers 

shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing copies thereof 

to SEC and the stock exchange(s) concerned, correcting the discrepancy/inconsistency as required under ‘Due Diligence 

Certificates’ provided with SEC. 

3. Both the issuer company and the issue managers shall, immediately after publication of the prospectus and its abridged 

version, jointly inform the Commission in writing that the published prospectus and its abridged version are verbatim copies 

of the same as vetted by the Commission. 

4. The fund collected through IPO shall not be utilized prior to listing with stock exchange and that utilization of the said fund 

shall be effected through banking channel, i.e. through account payee cheque, pay order or bank drafts etc. 

5. The company shall furnish report to the Commission on utilization of IPO proceeds within 15 days of the closing of each 

quarter until such fund is fully utilized, as mentioned in the schedule contained in the prospectus, and in the event of any 

irregularity or inconsistency, the Commission may employ or engage any person, at issuer’s cost, to examine whether the 

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

6. All transactions, excluding petty cash expenses, shall be effected through the company’s bank account(s). 

7. Proceeds of the IPO shall not be used for any purpose other than those specified in the prospectus. Any deviation in this 

respect must have prior approval of the shareholders in the General Meeting under intimation to SEC and stock exchange(s). 

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Issuer 


Issue Manager 


Part C 

1. All the above conditions imposed under section 2CC of the Securities and Exchange Ordinance, 1969 shall be incorporated 

in the prospectus immediately after the page of the table of contents, with a reference in the table of contents, prior to its 

publication. 

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

which shall also be binding upon the issuer company. 

Part D 

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

condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and 

any further issuance of shares (including right/bonus) will be issued in dematerialized form only. An applicant (including 

NRB) shall not be able to apply for allotment of shares without beneficial owner account (BO account). 

2. The issue managers shall also ensure due compliance of all above. 

GENERAL INFORMATION 

Alliance Financial Services Limited has prepared the Prospectus from information supplied by Summit Alliance Port Limited 

(the Issuer Company) and also after several discussions with the Chairman, Managing Director, Directors and concerned 

executives of the Bank. The Directors of both Summit Alliance Port Limited and Alliance Financial Services Limited 

collectively and individually, having made all reasonable inquiries, confirm that to the best of their knowledge and belief, the 

information contained herein is true and correct in all material aspects and that there are no other material facts, the omission 

of which, would make any statement herein misleading. No person is authorized to give any information or to make any 

representation not contained in this Prospectus and if given or made, any such information and representation must not be 

relied upon as having been authorized by the Bank or Alliance Financial Services Limited. The Issue as contemplated in this 

Prospectus is made in Bangladesh and is subject to the exclusive jurisdiction of the Courts of Bangladesh. Forwarding this 

Prospectus to any person 

Resident outside Bangladesh in no way implies that the Issue is made in accordance with the laws of that country or is subject 

to the jurisdiction of the laws of that country. A copy of this Prospectus can be obtained from the Corporate Head Office of 

Summit Alliance Port Limited, Alliance Financial Services Limited, the Underwriters and the Stock Exchanges where the 

securities will be traded. 

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Issuer 


Issue Manager 


Declarations and Due Diligence Certificates 

Declaration about the Responsibility of the Directors, including the CEO 

of the Company “Summit Alliance Port Limited” in Respect of the Prospectus 

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

for the authenticity and accuracy of the statements made, information given in the prospectus, documents, financial 

statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm, after making all 

reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no other 

information or documents the omission of which make any information or statements therein misleading for which the 

Commission may take any civil, criminal or administrative action against any or all of us as it may deem fit. 

We also confirm that full and fair disclosure has been made in this prospectus to enable the investors to make a well-informed 

decision for investment. 

Sd/ 

Anjuman Aziz Khan 

Chairperson 

Sd/- 

Syed Ali Jowher Rizvi 

Managing Director 

Sd/- 

Sobera Ahmed Rizvi 

Director 

Sd/- 

Mohammed Latif Khan 

Director 

sd/- 

Dr. Syed Ali Gowher Rizvi 

Director 

Sd/- 

Ayesha Aziz Khan 

Director 

Sd/ 

Faisal Karim Khan 

Director 

Sd/- 

Adeeba Aziz Khan 

Director 

Sd/- 

Syed Yasser Haider Rizvi 

Director 

Sd/- 

Syed Nasser Haider Rizvi 

Director 

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Issuer 


Consent of the Directors to Serve 

Issue Manager 


We hereby agree that we have been serving as Director(s) of “Summit Alliance Port Limited" and continue to act as 

Director of the Company. 

Sd/ 

Anjuman Aziz Khan 

Chairperson 

Sd/- 

Syed Ali Jowher Rizvi 


Sd/- 

Sobera Ahmed Rizvi 

Director 

Sd/- 

Mohammed Latif Khan 

Director 

sd/- 

Dr. Syed Ali Gowher Rizvi 

Director 

Sd/- 

Ayesha Aziz Khan 

Director 

Sd/ 

Faisal Karim Khan 

Director 

Sd/- 

Adeeba Aziz Khan 

Director 

Sd/- 

Syed Yasser Haider Rizvi 

Director 

Sd/- 

Syed Nasser Haider Rizvi 

Director 

Declaration about filling of Prospectus with the Registrar of Joint Stock Companies & Firms 

A dated and signed copy of the Prospectus has been filed for registration with the Registrar of Joint Stock Companies & 

Firms, Government of the Peoples’ Republic of Bangladesh, as required under Section 138(1) of the Companies Act, 1994, 

vide RJSC’s Receipt No: 0175800 dated: 01/07/2008 

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Issuer 


Issue Manager 


Due Diligence Certificate of Manager to the Issue 

Subject: Public offer of 1,000,000 Ordinary Shares of Tk.100/= each of Summit Alliance Port Limited. 

We, the under-noted Manger to the Issue to the above mentioned forthcoming issue, state as follows: 

1. We, while finalizing the draft prospectus pertaining to the said issue, have examined various documents and other 

materials as relevant for adequate disclosures to the investors, and 

2. On the basis of such examination and the discussions with the issuer company, it’s directors and officers, and other 

agencies; independent verification of the statements concerning objects of the issue and the contents of the 

documents and other materials furnished by the issuer company. 

WE CONFIRM THAT: 

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

relevant to the issue; 

(b) All the legal requirements connected with the said issue have been duly complied with; and 

(c) The disclosures made in the draft prospectus are true, fair and adequate to enable the investors to make a well 

informed decision for investment in the proposed issue. 

For Manager to the Issue 

Sd/ 

Tapan K Podder 


Alliance Financial Services Limited 

April 21, 2008 

Due Diligence Certificate of the Underwriter(s) 

Subject: Public offer of 1,000,000 Ordinary Shares of Tk.100/= each of Summit Alliance Port Limited 

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

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

documents and materials as relevant to our underwriting decision, and 

2. On the basis of such examination and the discussions with the issuer company, it’s directors and officers, and other 

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

other materials furnished by the issuer company. 

WE CONFIRM THAT: 

a. All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to 

the Commission has been approved by us. 

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

days of calling up thereof by the issuer; and 

c. This underwriting commitment is unequivocal and irrevocable. 

For Underwriters 

Sd/- Sd/- Sd/- 

CEO & Managing Director Managing Director Managing Director 

IDLC Finance Ltd. Lanka Bangla Finance Ltd. Trust Bank Ltd. 

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Issuer 

Issue Manager 



Risk factors & Management's perception about the risks 

Investment in stocks involves a high degree of risk. Investors should carefully consider all the risks and uncertainties 

associated to the company along with all the information provided in this prospectus before taking decision to invest in shares 

of SAPL. 

Competition may increase 

Off-dock services in the private sector can be operated only by the license holders provided by the Government of 

Bangladesh. Competition will increase in case Government issues licenses to many new operators. 

Management Perception 

Sponsors of SAPL started Off-dock business long 13 years back through its first concern Ocean Containers Limited (OCL) 

and has established itself as highly experienced operator in the country. Considering long relationships with the major 

shipping lines/agents and freight forwarding/logistic companies operating in the country and the fast growing volume of 

container movements (growing at double digit for the last ten years) through Chittagong Port it is expected that the company 

will be able to grow as well as retain its position whatever the competition arises. 

Full dependency on Chittagong Port 

Business of SAPL depends solely on operation of the Chittagong Port. Any disruption in operation of Chittagong Port will 

directly affect the business of the company. 


Almost 90% of the trading of the country is operated through the Chittagong Port and the same situation will continue in 

future. The group being one of the largest and highly experienced operators shall always enjoy monopolistic role in this 

sector. Furthermore Bangladesh being highly import based country shall continue to be dependent on international trade 

despite any temporary disruption in its operation. 

Full dependency on International Trade 

Entire business of the company relates to international trade. Any disruption in international trade with Bangladesh will affect 

income of the company. 


Due to country's high dependency on the international trade and Chittagong Port being the operator of 90% containers it is 

expected that no disruption in the port's operation shall remain unresolved for long. 

Market and technology-related risks 

In the global market of 21 st century, developed technology, products and services obsoletes the old service and product 

strategy. So the existing organization may be unable to cope up with the future needs and demands. 


The management of SAPL is very much aware about this issue. They have already developed a highly qualified technical team 

with modern technology system and have developed one of the finest software for its operations. Management is always 

committed to secure best available technology in its operation. 

Potential change in government regulations 

Government regulations always have a direct impact on organizations productivity and profitability. Imposition of restriction 

on unstuffing and delivery of certain products by the government at any time will affect company’s profitability. 


The Company’s operation is governed by the changes in regulation that occur from time to time by Chittagong Port Authority 

(CPA) and Customs House of Chittagong (NBR). Restriction on any rules regarding unstuffing and stuffing shall not affect a 

particular company but the whole Off-Dock service industry by and large. 

Potential changes in global trading regulations 

Any kind of restrictions by the export agencies/countries to use the Chittagong Port has the adverse impact on the overall 

business of the company. 

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Issuer 


Issue Manager 



General restriction is not usual and can be treated as a national crisis. These situation demands top priority of any Government 

to resolve. 

Political unrest will affect the operation of the port 

Any unrest in the Chittagong port operation and/or transportation within the country will affect revenue of the company. 


Considering the country's high dependency on the international trade vis a vis the Chittagong Port this kind of situation for 

long period is very much unusual. 

Natural disaster may disrupt the normal operation 

The project being close to Bay of Bengal and possibility to be affected by sea driven natural disaster like High- tide, Tsunami, 

etc. are very high. 


The project is located inside the protection embankment constructed by the Bangladesh water development board and hence 

the risk of the project being affected by high- tide/ tsunami is comparatively lower. However in order to cover loses from 

associated risks the company has taken insurance policy for all its movable assets. 

Profitability of the company may reduce 

Net profit for the year 2007 was recorded without charging salary and benefits of Senior Management team as well as service 

charge for using OCL's equipment. Considering the initial stage of the company these were not charged for SAPL. Board of 

Directors of OCL has taken a decision not to charge for Management team up to 31 December 2007 and for equipments up 

to 30 June 2008 and the company has obtained the resolution from OCL. 

Significant increase in operational expenses of SAPL due to charging aforesaid expenses shall reduce the profitability of the 

company during FY 2008 and onwards. 


Assuming the management expenses borne by SAPL, Net profit and EPS during the year 2007 stands at Tk.77, 800,292 and 

Tk.27.79 thus reducing by Tk. 4,908,000 and TK. 1.75 respectively. Considering the growing income potential of the 

company, impact of the said expenses will be insignificant to the profitability. 

Charges on the use OCL's equipment and facilities are variable depending on use. All major equipments have already been 

purchased by SAPL and hence use of OCL's equipment will be needed in special situations only. 

Project land may be acquired by Civil Aviation Authority 

Part of the project land (3.7536 acres) of the East port could not be muted as yet due to an acquisition orders of the Civil 

Aviation Authority vide L.A Case no: 10/95-96 dated 21-09-1995. Although the order is challenged in the High Court by 

some of the victims, there is a possibility to lose the said land which will reduce the storage capacity of the project. 

Management Perception: 

Huge population as well as residential houses is affected by this order and hence the authority appears not very serious about 

the acquisition as it is pending for about 13 years. On the other hand the management of SAPL has continuous effort to 

expand the area vis a vis capacity of the Port depending on demand. Assuming the acquisition of the Govt may be effected in 

the long run the company can expand its west port by purchasing and developing additional land so that operation cannot be 

affected. 

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Issuer 


Financial structure 

Issue Manager 


Financial Structure prior to IPO 

Taka 

Issued & Fully Paid up Capital as on 31 December 2007 

200,000,000 

Bonus Shares Issued on 28 February 2008 

80,000,000 

Right Shares Issued on 03 April 2008 

120,000,000 

Total 400,000,000 

Financial structure after IPO 

Ordinary shares 

i) Issued & fully paid up capital 

ii) IPO (Initial Public Offering) 

400,000,000 

100,000,000 

Total Capital after IPO will be 500,000,000 

Use of IPO proceeds and Implementation Target 

The proceeds of proposed offering along with the recent raising of capital from the sponsors aggregating Tk.220 million 

(Right Issue Tk. 120 mil. & IPO Tk. 100 mil.) shall be utilized for meeting the company’s expansion program during FY 2008 

as under: 

Particulars 

A. Land and Land Development 

Amount (Tk.) 

Implementation 

Target 

Land 375 Gonda @ Tk.500,000 per gonda-West 187,500,000 End October ‘08 

B. Warehouse: 

RCC Import Yard 15,000 sft civil construction-East 32,500,000 September ‘08 

C. Total Capital Expenditure (A+B) 220,000,000 

Sd/ 

(Syed Ali Jowher Rizvi) 


Company at a glance 

Description of business 

Sd/ 

(Syed Fazlul Haque) 

Director (Fin. & HR) 

Summit Alliance Port Limited (SAPL) is one of the valuable additions to the ever expanding industry of the off-docks in the 

country. The company established by the Summit group in collaboration with Alliance group. SAPL is custom built to provide 

both ICD (Inland Container Depot) and CFS (Container Freight Station) services, offers a bonded area spread over 14.5269 

acres of land, 6.5 kms away from the multi-purpose berths of the Chittagong Port. After establishing the first company Ocean 

Containers Limited (OCL) in a leading position and gaining reasonable management expertise, SAPL is ventured in 2003 as a 

private limited company which was subsequently converted as public limited company on 6 March 2008. 

Important dates 

_________________________________________________________________________________________________ 

Date of Incorporation 6 th December 2003 

Bond Ware House license 5 th February 2007 

Date of Commercial operation 20 th February 2007 

Conversion to Public Limited Company 06 th March 2008 

_________________________________________________________________________________________________ 

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Issuer 


Nature of business 

Issue Manager 


The principal activity of the Company is to provide Off-Dock services with Inland Container Depot (ICD) and Container 

freight station (CFS) having facilities for handling of both import and export cargo. 

Background 

Unlike most other global ports, the Chittagong port Authority (CPA) pursued with the storage of empty containers till the 

early 90’s. Considering the mammoth amount of cargo handling prospects, the government acknowledged challenges in terms 

of space with the CPA and paved a way for private sponsors to run off-docs. Initially the permission was issued in the year 

1995 for storage of empty containers alone called ICD (Inland Container Depot). Then in the year 2000 further relaxation 

were endorsed in the form of granting approval of CFS (Container Freight Station) activities. From February 2007, CPA 

approved to handle 9 imported items for all private off-dock ports. 

After getting permission from Chittagong Port Authority (CPA) and Customs Authority the first private off-dock company 

started Empty Container handling in 1985 followed by the second company Ocean Containers Ltd. (OCL), a sister concern of 

Summit Alliance Port Limited (SAPL) that commenced operation in 1987. In the year 2001, Ocean Containers Ltd. (OCL) 

commenced its CFS business. 

The project is located in South Patenga, Chittagong which is divided into two blocks namely East block and West block. The 

beach road divides the project into two blocks. East block is primarily used for handling empty containers while the west 

block is used for both the import & export cargos. 

Principal products and services 

Class of services 

Types of services/ Revenues 

1. Storage of empty containers (ICD) (i) Ground rent 

(ii)Transportation 

(iii)Lift on/off 

(iv)Documentation 

2. Un stuffing of import cargo (CFS-Import) 

(i) Cargo handling 

(ii) Transportation 

(iii) Container ground rent 

(iv) Lift on/off 

(v) Survey 

(vi) With/without Movement charges 

3. Stuffing of Warehouse and Open Yard cargo (i) Stuffing charge 

(CFS-Export) 

(ii) Labor service 

(iii) Ship landing (Stand by labor service) 

(iv) Shut out 

4. General Services (i) Transportation service 

(Prime mover & Trailer rent) 

Essentials of the aforesaid services provided by the company may be elaborated as under: 

1. Storage of empty containers (ICD) 

In order to ensure smooth, cheap and prompt flow of containerized exports, it is vital for container line operators to 

enjoy storage of Containers at a location that offers adequate space, planned storage system for easy and on demand 

accessibility and also affordable. These are the factors that allow cheaper freight and SAPL is pledge bound to 

assuring the best service levels at all times. SAPL's purpose built ICD makes room for storage up to 4,000 TEUs at 

any given period of time added with clear bay distinctions that permits container movements in FIFO (First In First 

Out) basis. SAPL deployed world class heavy duty equipment supported by a modern IT (Information Technology) 

platform. These services are the essential for cheaper freights which is mandatory for exporters to extract any benefit 

in terms of transportation cost. Presently SAPL has an Empty stock of approximately 4000, TEUs. 

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Issuer 


2. Un stuffing of import cargo (CFS-Import) 

Issue Manager 


In a country which is highly dependent on imports, consignees can not afford to pay extra amount or incur delay in 

the discharge of cargo. As high import cost would be reflected in dearer commodity prices for the people, it is 

mandatory to have such services at very reasonable rates. Moreover it has been noted that most of the cargo which 

arrives in conventional port facilities is subjected to cargo damage due to negligence. SAPL specializes its services 

by deploying extra labor and proper equipment for unloading without any extra charge. Realizing the need for an 

ideal infrastructure, SAPL's investment in this sector reiterates on cleanliness and efficiency of facility area aimed to 

negate any such undesired possibilities where consignees may suffer. 

3. Stuffing of Warehouse and Open Yard cargo (CFS-Export) 

Considered as the impetus for venturing into the off-dock business, SAPL service provisions comprise of a clientwise 

customized service package. Total safety of cargo, extreme care in cargo handling and promptness in keeping 

shipping schedules is the core philosophy of the company. Acknowledging the necessity of maintaining timely 

shipment of goods, the company has invested heavily on manpower with the deployment of icons in the industry; 

heavy equipment like cranes, reach stackers, top loaders, fork lifts etc; latest software to allow real time information; 

a state of art facility; and last but not the least, a highly experienced and competent management. 

Market for the SAPL Services 

Main Line Operators (MLO), Shipping Agencies, Freight Forwarders, C&F Agents, Importers and Exporters are the 

customers of SAPL 

Relative contribution to Sales and Income 

(As per audited accounts of FY 2007) 

Services Revenue % to total revenue 

Storage of empty containers (ICD) 74,090,482 33.25 

Un stuffing of import cargo (CFS-Import) 110,323,824 

Stuffing of Warehouse and Open Yard cargo (CFS-Export) 35,252,890 

General Service 

3,175,019 

Total 

222,842,215 

49.51 

15.82 

1.42 

100.00 

Business Plan & Marketing Strategy 

A business plan is undoubtedly the most important document of any corporate entity. Business plan of SAPL is considered the 

guide for the company to uphold its day to day operations duly supported by financial and sales projections which forms the 

blue print for the company’s venture into the business fraternity. The business plan thus incorporates: 

a. Management 

a. Management 

b. Finance 

c. Marketing 

Based on the principles of forming a strong management that ultimately represent the company, SAPL is formed by sponsors 

whose reputation is well renowned in the market. Without any inclination towards questionable personnel, the sponsors of the 

SAPL has picked each and every member of the management team who are not only capable of discharging duties in 

outstanding fashion but also holds the credentials to align themselves with any expatriate considered icons in their respective 

trade. 

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Issuer 


b. Finance 

Issue Manager 


SAPL launched itself with a paid up capital of Tk.5 lac, which subsequently increased in several occasions to adopt the 

financial requirements during the development stages of the company. 

The constant injection of Capital from sponsors ensured the developments in personnel, infrastructure, information 

technology, equipment, so on and so forth. A huge contingent fund was not only allocated but was made available on call 

basis for smooth, fast and timely completion of development works. This led to the development of the whole facility within 

few months of commencement. To date the company’s paid up capital stands at Tk. 400 million. 

c. Marketing 

The ultimate action shall shape the company. A faulty marketing plan is mostly to take its toll on the organization as without 

revenue a company can not sustain. Aided by charismatic personalities, the marketing plan of SAPL focus on sales based 

public relation which complimented by the state of the art facility, a price effective service package beneficial to both 

customers and the company it self, an array of added services and last but not the least a commitment to fast and prompt 

service rendering. 

The marketing strategy also put due emphasis on competitors activities and insists on altering and adapting to any specific 

requirement of the market forces which has not already been contemplated by the company. 

The marketing gurus of the company also keep constant watch of the global market in view of offering or creating scope for 

niche added services that ultimately endorse trust of the customers along with their confidence. 

The company has already established a track record by virtue of its facility, equipment support, IT backbone and personnel in 

the initial stages that have set the platform for a FULL strategy. SAPL corporate philosophy in continuing service excellence 

without any exception is duly supplemented by the management’s effort to improve at every section thus setting a bench mark 

of its own with the aim to negate any prospect of competition from others. 

Internal control systems are in force in following areas 

1. Payments 

2. Receipts 

3. Procurement and others 

Payments 

Internal Control System 

Before payment all vouchers are signed by Departmental head and then approved by Director Finance. After approval it is 

forwarded to accounts department, voucher is checked in details and subsequently accounts department arranges for payment 

by crossed cheque jointly signed by Head of Finance and Managing Director. 

Receipts 

In case of Cash receipt, bills of various services prepared by Accounts Department on the basis of input data of software 

(Software entries are given by operation department) and after realization of bill by accounts Department, two copies of paid 

bill are given to the clients. One copy of them is submitted to Operations department for clearance. Operation department 

checks the aforesaid bill and arrange for clearance. Services are given to the clients in a predetermined rate. In case of credit 

business, Operation Department prepares the bill and forward to Accounts department for realization. Accounts department 

check the bill and send to the clients for realization within due time. 

Procurement and others 

In case of procurement of various goods in cash, respective departments take permission in writing from Executive Director. 

In case of credit purchase respective department place written order to the supplier after taking permission from ED. 

Budgetary control system also followed by the company. Actual and budgeted performance report analyzed in every month 

and submitted to higher authority for consideration. No payment is made without fund sanctioned by respective higher 

authority. 

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Issuer 


Operational Activity 

Management Information System (MIS) 

Issue Manager 


At present any type of container movement is recorded and maintained by the software. This is for both empty containers and 

laden containers going in and coming out of the depot. Along with container movement, all types of cargo which is entering in 

our premises are also kept in our records through the software. Through this it is easy to print all official documents through a 

print option from the software, such as: Terminal receipt (TR), Equipment Interchange Receipt (EIR), Landing and Labor 

money receipt, Prattayan Patra etc. 

Accounts and HR 

Accounts and HR also maintains all types of required data in the software. 

Data Store and Backup: 

SAPL centrally uses one Dell 2600 server to keep all software data. For data backup the organization is using Tape drive in 

the server. An extra CD writer is included in the server so that any information can copy at any point in time. Another server 

is installed at a different location with mirroring and thus if by any chance main server goes down, it is possible to retrieve 

data from the mirror server. 

Along with the multiple backup facilities, MIS department also routinely (end of each week) makes CD all of the database and 

hand over to Executive Director-Operations. This CD is also being kept outside depot premises and hence data can be 

retrieved (if needed) at any time. 

Computerization of Accounts and Operation 

Following software are using for accounts and operations: 

Accounts 

1. Vista GL 

Operations 

1. Container Management Software 

2. CFS Cargo Management Software 

Associate, subsidiary/related Holdings Company and Core areas of business 

The company established jointly by the Summit Group and Alliance Group. The sponsors of SAPL have significant control on 

the following associated companies: 

Summit Group 

Company name 

Summit Power Limited 

United Summit Costal Oil Limited 

Summit Industrial & Mercantile Corporation Pvt. Ltd. 

Cosmopolitan Traders Pvt. Ltd. 

Summit Shipping Ltd. 

Marble Di Currara Pvt. Ltd. 

Khulna Power Co. Ltd. 

Ocean Containers Ltd. 

Core business area 

Power Generation 

Supply of Fuel Oil 

Investment & power Generation 

Trading 

Trading 

Marble Products Trading 

Power Generation 

Off-dock services 

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Issuer 


Alliance Group 

Company name 

Alliance Holdings Ltd. 

Global Beverage Company Ltd. 


Alliance Knit Composite Limited 

Alliance Media Limited 

Alliance Properties Limited 

Ejab Alliance Limited 

PEB Steel Alliance Limited 

Union Accessories Limited 

Union Knitting & Dyeing Limited 

Issue Manager 


Core Business area 

Investment 

Carbonated Soft drinks 

Off-dock services 

Knit Garments Export 

Media & Advertisement 

Real Estate Developer 

Artificial Insemination of Cattle/Bull Station 

Fabrication of Steel Building Materials 

Narrow Fabric Weaving 

Knit Garment Export 

SAPL does not have any Subsidiary/related Holding company. 

Distribution of product/services 

Main customers of the company include Main Line Operators (MLO), Shipping Agencies, Freight Forwarders, C&F Agents, 

Importers and Exporters. The company provides its services from its depots located in Chittagong. Marketing activities are 

provided from both the Chittagong Registered office and Dhaka Corporate office. 

Competitive Condition of the business 

The following twelve companies are operating in the off-dock industry: 

Sl No. Name of Private Depot Location 

01 Sea Farers Ltd. North Patenga 

02 Ocean Containers Ltd. Katghar, Patenga 

03 Summit Alliance Port Ltd. Katghar, Patenga 

04 Fisco Bangladesh Ltd. North Patenga 

05 QNS Container Services Ltd. CEPZ 

06 Iqbal Enterprise(Depot) Ltd. Kalurghat 

07 Shafi Motors Ltd. Sagorika Road 

08 K & T Logistics Ltd. Chittagong EPZ 

09 Esack Brothers Ind’s Ltd. Port Market 

10 Shah Majidia Rahmani Container Terminal Patenga 

11 Port Link Bhatiary 

12 Chittagong Container Transportation Company Ltd. Port Market 

Sources and availability of raw materials and principal suppliers 

Off-dock is a service based on infrastructure and hence no need for any raw material. 

Sources of, and requirement for power, gas and water or any other utilities 

The company requires electricity for operation and general purpose. Main source of Electricity is Bangladesh Power 

Development Board (BPDB), but the company has Power Generating sets to meet the emergency in case of BPDB failure. 

Water, Gas and other utility services are provided by related government authorities. 

Customers providing 10% or more revenues 

The company has the following one major customer who provided more than 10% revenue during the first year of operation: 

Name Address Contribution to Total % of Contribution 

Revenue 

APL Bangladesh Pvt. Ltd 

Finlay House, Agrabad, 

Chittagong 

31,773,331 14.26% 

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Issuer 


Contract with principal customers and suppliers 

Issue Manager 


The Company provides its off-dock services to APL Bangladesh Ltd., Finlay House, Agrabad, Chittagong as per the agreed 

terms between the parties. Features of the agreed terms with APL are: 

1. Period : 5 Years 

2. Minimum Volume : 700 TEUs / Month 

3. Rate : Fixed Tk. 3.412 million per month. 

4. Volume exceeding minimum target : Tk. 4200 for every 20 feet container. 

Tk. 5800 for every 40 feet container. 

No contract exists with any of the suppliers of the organization. 

Material patents, trademarks, licenses or royalty agreements 

The company has taken following licenses to provide off- dock services 

Licenses 

Import Registration 

Bonded Ware House License (East & West) 

Issuing Authority 

Import & Exports Authority, Chittagong 

Customs House, Chittagong 

In addition general licenses like Trade License, Clearance from Environment, Fire License etc. has taken by the company as 

usual requirement. 

Number of employees 

(As on 31 December, 2007) 

Full-time of employees 80 

Temporary employees 31 

Total Employees 121 

Capacity and current utilization of the facility 

(As on 31 December, 2007) 

Service Category 

Capacity in TEUs 

Utilization in 2007 % of Capacity 

East West Total 

(TEUs) 

Utilization 

Empty Container 4,000 

71,077 

(At any time) -- 4,000 

(In & Out) 

N/A 

Export Container 

-- 12,000 12,000 7,000 58 

Import Container 

-- 24,000 24,000 12,795 53 

Note: Capacity shown above represents for 12 months while the utilization shown for 10 months. 

Description of property 

A) The Company owns the following fixed assets at written down value as on December 31, 2008 

(As per audited accounts) 

Name of the Assets 

Written Down Value 

As at 31 st December 2007 

Land and Land Development 523,046,665 

Building and Prefabricated Steel 19,025,657 

Plant and Equipment 33,718,082 

Furniture and Fixtures 344,964 

Vehicle 10,891,851 

Office Equipment 638,654 

Total 587,665,873 

B) All the above-mentioned assets are situated at Company’s project site and office premises and are in good operating 

condition. 

C) The company does not have plant & machinery as it’s operation is based on Land, Structure & Handling Equipment. 

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Issuer 


Issue Manager 


D) All the assets of the Company are in its own name except - 

(i) Out of total 14.5269 acres of the land owned by the company mutation could be completed for 10.47 acres as of 

30 April 2008 and 0.3033 acres are under process of mutation. 

Balance land aggregating 3.7536 acres got registered in the name of SAPL based on correct ownership and duly 

muted documents in the name of sellers. AC land rejected to receive documents for mutation verbally saying that the 

Civil Aviation authority acquisitioned the lands vide L.A Case No. 10/95-96 dated 21-09-95. However some of the 

land owners have gone for challenging the acquisition order. 

(ii) Pre-fabricated structure as well as plant & machineries acquired under lease Finance from IIDFC. For Prefabricated 

Steel Components, Kato Crane, TCM Forklifts (2 units) lease, the lessor is Industrial Infrastructure 

Development Finance Company Limited (IIDFC). The term of the lease is 5 Years (60 Months) and starting from 25 

July 2006 and will be expired on 25 June 2011. 

E) For mortgage of properties against borrowings from banks please refer to note- 36 of the audited financial statements. 

Plan of Operation and Discussion on Financial Condition 

Internal and external sources of fund 

Internal sources 


31 December 07 (Amount in Taka) 

Share capital 200,000,000 

Capital reserve 224,811,727 

Tax- Holiday reserve 55,138,861 

Proposed dividend 80,000,000 

Retained earnings 2,708,292 

Sub-total 562,658,880 

External Sources 

Bank Loan (Net of current maturity) 52,555,381 

Sub-total 52,555,381 

Total 615,214,261 

Bank Loan was taken from HSBC, Dhaka Branch against two Term Loan agreements. The tenure of the loan was 3 Years 

payable in 36 equal monthly installments effective from April 2005. The loan bears interest @ 2.10% p.a bellow the banks 

lending rate. First agreement amounting Tk. 150 million already been fully amortized in March 2008 and the other will expire 

after March 2009. 

Material commitment for capital expenditure 

The followings are the capital expenditure Commitments for year 2008 to be met from the proceeds of recent right issue and 

IPO: 

a. Land : Tk. 187,500,000 

b. Ware House : Tk. 32,500,000 

Total : Tk. 220,000,000 

Causes for material changes 

Year 2007 was the first year of operation and hence no material changes in operation could be identified. 

Seasonal aspect of the company’s business 

With the increase/ decrease in imports and exports through Chittagong Port, the business of the company also changes. 

Known trends, events or uncertainties 

Country's international trade has been growing very fast. Political unrest, flood and natural calamities are the known events 

that may affect the business operations of the company. 

Changes in the assets of the company used to pay off any liabilities 

No asset of the company has been disposed off to pay liabilities of the company. 

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Issuer 


Loan taken from Holdings/parent Company or subsidiary company 

Issue Manager 


The Company has no Holdings/ Parent company or subsidiary company and hence there is no question of taking loan. 

Loan given to Holdings/parent Company or subsidiary company 

The Company has no Holdings/ Parent company or subsidiary company and has not given any loan from such party. 

Future contractual liabilities 

The company has not, as on 31 st December 2007, entered into any future contractual liability and has no plan to enter into any 

such contractual obligation with in next 1 year other than normal course of business. 

Future capital expenditure 

The company does not have any capital expenditure plan during FY 2008 except the details of utilization plan given under the 

“Use of IPO proceeds and Implementation Target”. 

VAT, income tax, customs duty or other tax liability 

VAT 

SAPL does not have any outstanding VAT up to December 2007 and there is no pending VAT liability against operations of 

the company. 

Income tax 

The company commenced its operation on 20 th February 2007 and applied for Tax holiday on 28/6/2007, which is rejected by 

the National Board of Revenue (NBR) 28/8/2007. But the company has submitted review application against rejection of taxholiday 

on 23/3/2008. Lately on 22 June 2008 approved the Tax holiday of the company up to 31 January 2011. However 

adequate provision was made for income tax for first year of operation which may now be considered as Tax holiday reserve. 

Since the first year of operation completed on December 31, 2007 necessary return will be submitted in due course. Income 

tax returns for the pre-operative period submitted within the scheduled time and assessment completed up to assessment year 

2007-08. 

Custom duty or other liabilities including Contingent Liability 

Payment of Excise Duty and VAT to Chittagong Customs Authority amounting to Tk.2, 067,382 on import of Pre-fabricated 

steel structure is under dispute since April 25, 2006. In this regard a case is pending for settlement with the High Court 

Division of the Supreme Court of Bangladesh. Bank guarantee in this regard was provided in favor of Chittagong Port 

Authority. 

Operating lease agreement 

SAPL does not have any Operating Lease agreement with any organization as on 31 st December 2007. 

Financial lease and other financial commitment 

SAPL has a lease agreement with Industrial Infrastructure Development Finance Company Limited (IIDFC) for procurement 

of Steel structure, crane and Forklifts. The Particulars of Lease agreements are as under 

1. Lessor : Industrial Infrastructure Development Finance Company Limited (IIDFC) 

2. Lease amount : BDT 25,000,000.00 (BDT Twenty Five Million) only. 

3. Lease equipment : Pre- fabricated Steel Components, Kato Crane, TCM Forklifts (2 units) 

4. Term : 5 Year (60 Months) 

5. Interest Rate : 17% per annum. 

6. Monthly rental : BDT 621,320.00 (BDT six hundred twenty one thousand three hundred twenty) only per month. 

7. Expiry date : 25 June, 2011 

Personnel related scheme 

SAPL is a new venture of the sponsors who own the Ocean Containers Limited (OCL). In order to reap the benefits of OCL’s 

expertise in management, SAPL has been receiving the management services from OCL up to this date. So the employees 

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Issuer 


Issue Manager 


avails all the personnel related benefits from OCL. However the company is in a formulation stage of a service rule which will 

be effective in the near future. 

Training 

SAPL arranges continuous training program to their employees for continuous development. 

Breakdown of issue expenses 

The total IPO expenses are estimated as follows: 

Particulars Rate Amount In Tk 

Manager to the Issue fee 1% of public offering 1,000,000 

Credit Rating fee Fixed 500,000 

Underwriting commission ( 0.50%) 

0.50% on 

50% of IPO amount 

250,000 

SEC fee 

Application fee Fixed 10,000 

Consent fee 0.15% of issued capital 150,000 

Fees related to the stock exchanges 

Application fee 10,000 

Listing fees for stock exchanges (DSE & CSE) 

0.25% on 10 crore and @0.15% 

for rest amount of Paid up Capital 

Range (10,000 - 20 lac) 

1,700,000 

CDBL fees and expenses 

Documentation fee 2,500 

Initial Public Offering fee 0.00025 on Total IPO 25,000 

Commission expenses 

Bankers to the Issue commission 

0.1% on Amount Collected 

(Assumed 10 Times) 

1,000,000 

Expenses related to printing and publication 

Printing of prospectus 4,000 pcs X Tk. 80 Per copy 320,000 

Post Issue Expenses 1,700,000 

Publication of abridged version of prospectus in four national Dailies 300,000 

Printing of forms 1,00,000 pcs X Tk. 1 per copy 100,000 

Lottery related expenses including BUET fee Estimated 104,500 

Other expenses - 

Total 7,172,,000 

Revaluation of assets 

The Company has made revaluation of its assets in FY 2007 and reflected in the Financial Statements of that year. Particulars 

of the valuer and summary of report are as follows: 

Name 

: Shafiq Basak & Co. 

Qualification 

: Chartered Accountant Firm 

Work done : 31 st December 2007 

Reason for Revaluation 

: To incorporate the fair present value of the major assets of the company in the 

financial statements. 

Itemizing Separately showing comparison 

Particulars 

Asset Value Before Revaluation 

(Tk.) 

Revalued Amount 

(Tk.) 

Land & Land Development 307,393,407 529,095,200 

Building and Prefabricated Steel Structure 17,570,066 20,680,000 

Total (Tk.) 324,963,473 549,775,200 

Methodology of Valuation 

Valuation was done at current market price allowing possible appreciation and depreciation considering the cost components 

incorporated in the structural works which have been reflected in each category of structure. 

- 25 -

Issuer 


Transaction with subsidiary/Holdings Company or associate companies in last Five years 

Issue Manager 


The company does not have any subsidiary or holdings company and as such question of transaction does not arise. As an 

associate company of both the Summit group as well as Alliance group, the company has extended temporary loan to the 

following associated companies during FY 2005: 

1. Summit Shipping Limited Tk. 37,000,000 

2. Alliance Holdings Limited Tk. 23,000,000 

The aforesaid amount recovered in full during FY 2006. 

Auditors certificate regarding allotment of shares to promoters or sponsor shareholders 

for consideration other than cash. 

This is to certify that Summit Alliance Port Limited has not allotted shares for consideration other than in cash to any 

shareholders, including its promoters and/or sponsor shareholders, excepting Bonus shares of Tk 80 million against 40% stock 

dividend declared on financial year ended 31 December 2007 as approved by the shareholders in its AGM held on 28-02- 

2008. 

Date: April 10, 2008 

Sd/ 

Basu Banerjee Nath & Co 

Chartered Accountant 

Material information which is likely to have an impact 

There is no other material information which is likely to have an impact on the offering or change the terms and conditions 

under which the offer has been made to the public. 

Information regarding directorship 

Directors and officers 

Sl 

No 

Name of Director 

Position 

Age 

(Years) 

Nominee of 

Date of 

becoming a 

Director for the 

first time 

Date of 

expiration 

of current 

term 

Period of 

nomination 

1 Mrs. Anjuman Aziz Khan Chairperson 54 06-12-2003 * 

2 Mr. Syed Ali Jowher Rizvi Managing 55 06-12-2003 * 

Director 

3 Mrs. Sobera Ahmed Rizvi Director 55 06-12-2003 * 

4 Mr. Latif Khan Director 50 Cosmopolitan 

Traders Pvt. Ltd 

09-02-2008 * Until further 

intimation. 

5 Dr. Syed Ali Gowher Rizvi Director 58 Alliance 

Holdings Ltd. 


intimation. 

6 Ms. Ayesha Aziz Khan Director 27 06-12-2003 * 

7 Ms. Adeeba Aziz Khan Director 25 28-02-2008 * 

8 Mr. Faisal Karim Khan Director 23 Summit 


Industrial and 

intimation. 

Mercantile 

Corporation Pvt 

Ltd. 

9 Mr. Syed Yasser Haider Director 27 27-09-2006 * 

Rizvi 

10 Mr. Syed Nasser Haider 

Rizvi 

Director 23 27-09-2006 * 

* According to the Articles of Association of the company, at the Ordinary General Meeting one third of the directors for 

the time being or if their number is not three or multiple of three then the number nearest to one third shall retire from office. 

- 26 -

Issuer 


Directors' involvement in other organization 

Issue Manager 


Sl 

No. 

1 

2 

Name and Position in SAPL 

Mrs. Anjuman Aziz Khan, 

Chairperson 

Mr. Syed Ali Jowher Rizvi, 


3 Mrs. Sobera Ahmed Rizvi, Director 

4 

5 

Mr. Latif Khan, Director 

(Nominated by Cosmopolitan 

Traders Pvt.Ltd.) 

Dr. Syed Ali Gowher Rizvi, 

Director 

(Nominated by Alliance Holdings 

Ltd.) 

6 Ms. Ayesha Aziz Khan, Director 

Involvement in other organization 

Name of the Organization 


Summit Power Ltd. 

Summit Industrial & Mercantile Corporation (Pvt) Ltd. 

Summit Equities Ltd. 


Cosmopolitan Traders (Pvt.) Ltd. 

Summit Properties & Construction Co. (Pvt.) Ltd. 

Summit Pipeco Ltd. 

Marble Di Currara(Pvt.) Ltd. 

Baridhara Properties Ltd. 

Summit Electricity Ltd. 

Summit Euro Refinery Ltd. 

Mongla Oil Mills Ltd. 

Summit Purbanchol Power Co. Ltd. 

Summit Uttaranchol Power Co. Ltd. 

Summit Alliance Port Ltd. 




Union Accessories Ltd. 

Union Knitting & Dyeing Ltd. 

Alliance Knit Composite Ltd. 

PEB Steel Alliance Ltd. 

Alliance Properties Ltd. 














Syenergy Services 







Summit Equities Ltd. 




Mongla Oil Mills Ltd. 



Summit Alliance Port Ltd 

Position 

Director 

Do 

Do 

MD 

Director 

Do 

Do 

Do 

Do 

Do 

Do 

Do 

Do 

Do 

Do 

Chairperson 

MD 

Do 

Do 

Director 

Do 

Do 

MD 

Director 

MD 

Chairperson 

Director 

Chairperson 

Director 

Director 

Do 

Do 

MD 

Director 

Do 

Do 

Do 

Do 

Do 

Director 

Director 

Director 

Do 

Do 

Do 

Do 

Do 

Do 

Do 

Do 

Do 

Do 

- 27 -

Issuer 


Sl 

No. 

Name and Position in SAPL 

7 Ms Adeeba Aziz Khan 

8 

Mr. Faisal Karim Khan 

(Nominated by Summit Industrial 

& Mercantile Corporation (Pvt.) 

Ltd.) 

Involvement in other organization 

Name of the Organization 









Issue Manager 


Position 

Director 

Do 

Do 

Director 

Do 

Vice-Chairman 

Director 

Do 

9 

10 

Mr. Syed Yasser Haider Rizvi, 

Director 

Mr. Syed Nasser Haider Rizvi, 

Director 









DMD 

Director 

DMD 

DMD 

DMD 

Director 

DMD 

DMD 

Family relationship among Directors and top five officers 

Name of the Director Status Relationship 

Mrs. Anjuman Aziz Khan Chairman Mother of Ms. Ayesha Aziz Khan & Ms. Adeeba Aziz Khan ,Paternal 

aunty of Mr. Faisal Karim Khan and sister-in law of Mr. Latif Khan 

Mr. Syed Ali Jowher Rizvi 

Managing 

Director 

Husband of Mrs. Sobera Ahmed Rizvi , 

Father of Mr. Syed Yasser Haider Rizvi & Mr. Syed Nasser Haider Rizvi 

and Brother of Dr. Syed Ali Gowher Rizvi. 

Short bio-data of the directors 

Mrs. Anjuman Aziz Khan, Chairperson 

Mrs. Anjuman Aziz Khan Wife of Mr. Muhammed Aziz Khan has 20 years of business experience. Mrs. Khan is the member 

of Siraj Khaleda Trust- a social wing of Summit Group, which is setting up a 200 beds hospital for medical service on 

charitable basis in Dhaka Cantonment. She enthusiastically takes part & contributes to social activities such as Assistance of 

Blind Children and women’s entrepreneurship development. 

Mr. Syed Ali Jowher Rizvi,Managing Director 

Mr. Syed Ali Jowher Rizvi son of Late Syed Nasiruddin Haider Rizvi was born on 19 th March 1953 in a respected Muslim 

family .He has completed his MBA degree in International Finance and Accounting from Indiana University, USA as well as 

earned MA in Economics with Honors from Dhaka University. 

After completion of his Masters degree from Dhaka University he worked for BCCI (O) Ltd. Bangladesh in two phases. At 

the same time he was engaged with Institute of Business Administration (IBA) as a part time (Honorary) Lecturer. From 

March 1991 to June 1997 he served Union Bank Zambia Ltd., Zambia as its founder Managing Director. From 1997 his 

entrepreneurship skill developed in the sectors of Off-dock, Carbonated Soft Drinks, Textile, Gas Pipeline Construction, 

Prefabricated Steel, Real Estate Development, Media, IT , Dairy products, Transportation and Banking. 

On honorary basis, he is also currently teaching Executive MBA at North South University, Dhaka. 

- 28 -

Issuer 


Ms Sobera Ahmed Rizvi, Director 

Issue Manager 


Ms. Sobera Ahmed Rizvi wife of Mr Syed Ali Jowher Rizvi was born on 21 st August 1953. She has completed her MA with 

honors in Economics from Dhaka University in 1975.She is the founder Director and past chairperson of Himadri Limited (a 

Public Listed Company) and Rabeya Flour Mills Limited. Presently she is serving Alliance Holdings Limited & Global 

Beverage Co Ltd. as Chairperson. 

Mr. Md. Latif Khan, Director 

Mr. Md. Latif Khan was born on 28 December 1958 in Dhaka. He pursued BA in Public Administration at Dhaka University, 

and subsequently left for higher studies to the U.S in 1981. There he worked for over 15 years in the financial sector. He was 

a stockbroker and a financial analyst at Prudential Insurance of America where he received numerous sales achievement 

awards and worked as a Financial Officer at Wells Fargo Bank in California. He returned to Bangladesh in 1997 and thereof 

joined Summit Group as the Managing Director of Summit Shipping Limited. Mr. Khan has established himself as a sound 

and dynamic businessman of the country. 

Dr. Syed Ali Gowher Rizvi, Director 

Dr. Syed Ali Gowher Rizvi completed his M.A. in Contemporary & International History, University of Dhaka and was 

placed First Class in 1970. After that he completed his PhD in Commonwealth Studies, Trinity College, University of Oxford 

in 1976. He started his career with University of Canterbury, New Zealand as a Research Fellow & Lecturer in History & 

Politics and passed his long Career with different institute in different countries. Now he is serving in Kennedy School of 

Government, Harvard University as Director (The Ash Institute for Democratic Governance and Innovations). He is also 

involved with consultancy and advisory work in various countries. He is member of Editorial Board of Journal of 

Contemporary South Asia, Oxford, Journal of the Bangladesh Institute of International and Strategic Studies (Dhaka), and The 

Round Table: The Journal for Commonwealth Affairs, London etc. 

Ms. Ayesha Aziz Khan, Director 

Ms. Ayesha Aziz Khan was born in 1981. After completion of her ‘O’ Level and ‘A’ Level from Bangladesh she went for 

higher studies to U.K and completed her graduation in Economics and Business from the University College, London (UCL) 

in 2002. Ms. Ayesha Aziz Khan has successfully done her MBA from Columbia University, USA where she is placed among 

the top 5% students of the batch. She has joined Summit Group in management position. Presently Ms. Khan is holding the 

position of Director in several companies. 

Ms. Adeeba Aziz Khan, Director 

Ms. Adeeba Aziz Khan, Daughter of Mr. Muhammad Aziz khan was born on 14 June 1983. She has completed her Bar 

Vocational Course from Inns of Court School of Law, UK on 2005. From July 2006 she worked with Dr. Kamal Hossain & 

Associates, Bangladesh as Pupil, after that she involved herself with Drew & Napier LLC, Singapore as an International 

Lawyer. 

Mr. Faisal Karim Khan, Director 

Mr. Faisal Karim Khan was born on 29 th July 1985.He has completed Mechanical Engineering with Finance degree from 

Imperial College London (ICL), UK on June 2007. From February 2007 he has engaged himself with Ocean Containers Ltd. 

and Summit Alliance Ports Ltd as a Director. After that he has increased his responsibility by taking the Directorship of 

Summit Industrial and Mercantile Corporation Ltd. and Cosmopolitan Traders ltd. 

Mr. Syed Yasser Haider Rizvi, Director 

Mr. Syed Yasser Haider Rizvi son of Mr. Syed Ali Jowher Rizvi was born on 14 th January 1981. He completed his Bachelor 

degree with Honors in Economics from University College London (UCL), London, UK. He has started his Career with 

Standard Chartered Bank. Then he engaged himself as a Deputy Managing Director of Global Beverage Co Ltd. Since August 

2007 he has also joined Ocean Containers Ltd. as Deputy Managing Director. 

Mr. Syed Nasser Haider Rizvi, Director 

Mr. Syed Nasser Haider Rizvi the youngest son of Mr. Syed Ali Jowhel Rizvi was born on 6 th November 1984. He completed 

his Bachelor degree in Management from Bentley College, Boston, USA. From February 2007 he has taken the responsibility 

of Global Beverage Co Ltd as Director (Marketing), which includes monitoring and supervision of marketing activities of all 

Virgin Drinks and ZAM ZAM Cola Products. And from August 2007 he also took the responsibility of Ocean Containers Ltd 

as Deputy Managing Director. 

- 29 -

Issuer 


Credit Information Bureau (CIB) report 

Issue Manager 


Neither the company nor any of its directors or shareholders who hold 5% or more shares in the paid up capital of the issuer is 

loan defaulter in terms of the CIB report of the Bangladesh Bank. 

Involvement of Directors and Officers in Certain legal proceedings 

No director or officer of the Company was involved in any of the following types of legal proceedings in the last ten years: 

a. Any bankruptcy petition filed by or against company of which any officer or director of the issuer company filing the 

prospectus was a director, officer or partner at the time of the bankruptcy. 

b. Any conviction of director, officer in a criminal proceeding or any criminal proceeding pending against him. 

c. Any order, judgment or decree of any court of competent jurisdiction against any director, Officer permanently or 

temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director or officer in any type of 

business, securities or banking activities. 

d. Any order of the Securities and Exchange Commission, or other regulatory authority or foreign financial regulatory 

authority, suspending or otherwise limiting the involvement of any director or officer in any type of business, securities or 

banking activities. 

Description of senior executives and department heads 

Name 

Mr. Syed Ali Jowher 

Rizvi 

Mr. Syed Yasser 

Haider Rizvi 

Mr. Syed Nasser 

Haider Rizvi 

Mr.Faisal Karim 

Khan 

Mr. Syed Fazlul 

Haque 

Captain Asif 

Mahmood 

Position 


DMD-Head of 

Business 

Development & 

Customer Service 

DMD- Head of 

Information 

technology 

DMD- Head of 

Procurement & 

Equipment 

Maintenance 

Director- Head of 

Finance & HR 

Director- Head of 

Operation 

Educational 

Qualification 

MBA, 

MA(Economics) 

Date of Joining in 

the Company 

Names (s) of organization 

worked during the last 

five years 

06-12-2003 1. Managing Director: 



Global Beverage Co Ltd. 

2. Director & 

Shareholder, National 

Housing and Finance 

Investments Ltd. 

B.Sc. (Economics) 27-09-2006 1. DMD, Global Beverage 

Co.Ltd 

2. DMD, Ocean Containers 

Ltd. 

3. Manager (ATM, SIGCAP 

& CHEQUE BOOKS), 

Standard Chartered Bank 

4.Graduate Associate 

Program, Standard 

Chartered Bank 

B.Sc. (Management) 27-09-2006 1. Director (Marketing), 

Global Beverage Co. Ltd. 

2. DMD, Ocean Containers 

Ltd. 

Mechanical 

09-02-2008 1. Director, Summit 

Engineering with 

Industrial and Mercantile 

Business Finance 

Corporation Ltd. 

2. Director, Cosmopolitan 

Traders Ltd. 

3. Director, Ocean 

Containers Ltd. 

FCA 01-01-2005 1. MD, GlaxoSmithKline 

BD Ltd. 

Master Mariner 01-11-1999 1.Director (Operation), 


- 30 -

Issuer 


Transaction with related parties 

Certain Relationships and Related Transactions 

Issue Manager 


Neither any proposed transaction nor had any transaction during the last three years except the relationship described in note – 

12 of revised audited financial statement, between the issuer and any of the following persons: 

a. Any director or executive officer of the issuer; 

b. Any director or officer; 

c. Any person owning 5% or more of the outstanding shares of the issuer; 

d. Any member of the immediate family (including spouse, parents, brothers, sisters, Children, and in-laws) of any of the 

above persons. 

e. Any transaction or arrangement entered into by the issuer or its subsidiary for a person who is currently a director or in any 

way connected with a director of either the issuer company or any of its subsidiaries/holding company or associate 

concerns, or who was a director or connected in any way with a director at any time during the last three years prior to the 

issuance of prospectus. 

f. Any loan either taken or given from or to any director or any person connected with the director, any loan taken from any 

such person who did not have any stake in the issuer, its holding company or its associate concerns prior to such loan. 

Directors' facilities 

No director enjoyed any interest (pecuniary and non-pecuniary) and facilities except directors fees Tk. 92,500 until 31 st 

December 2007 considering the initial period of the company. 

Executive Compensation 

Remuneration paid to top five salaried officers 

All the top five executives of the company as named earlier are employees of the associate company OCL and hence no 

remuneration charged on SAPL account considering the initial period of the company. In this regard management obtained a 

resolution in the 4 th board meeting of OCL dated 2 nd May 2008 confirming that OCL will not also charge in future for 

sharing of management and equipments up to 31 December 2007. 

Aggregate amount of remuneration paid to directors and officers 


Group 

Amount paid 

For the Year ended 31 December,2007 

Director fee Tk. 92,500 

Officers 

Tk. 1,272,573* 

Salaries & benefits – including management emoluments 

* This includes Tk. 573,200 representing salary and allowances for the shared service personnel of OCL. Balance amount paid 

to the employees (Payroll & contractual) of the company. 

Remuneration paid to any director who was not an officer 

The company did not pay any remuneration to any director who was not an officer during the last accounting year. 

Future compensation to Directors or officers 

Considering the initial period is over the Board in its meeting held on 07 January , 2008 approved payment of salary and 

benefits to the senior management team effective from 01 January, 2008 as under: 

Sl 

No. 

Name of employee Position Annual 

Remuneration 

1. Mr. Syed Ali Jowher 

Rizvi 

2. Mr. Syed Yasser Haider 

Rizvi 

- 31 - 

Fringe Benefits 

Managing Director 1,920,000 Company’s Car , 

reimbursement of 

utilities 

DMD-Business 

1,512,000 Company’s Car 

Development & Customer 

Service 

DMD- Information 


technology 


3. Mr. Syed Nasser Haider 

Rizvi 

4. Mr.Faisal Karim Khan DMD- Procurement & 

Equipment Maintenance 

5 Mr. Syed Fazlul Haque Director-Finance & HR 1,800,000 Company’s Car 

6. Captain Asif Mahmood Director- Operation 1,560,000 Company’s Car 

Note: First four employees of the above list are shareholding Director also.

Issuer 


Pay increase intention 

Periodical review of salary and benefits of the employees falls due in January every year. 

Options granted to Directors, officers and Employees 

The company has not granted any option to directors, officers or employees. 

Transaction with the Directors and Subscribers to the Memorandum 

Issue Manager 


a. The Director and subscribers to the memorandum have not received any benefits directly or indirectly other than stock 

dividend and directors fees since inception. 

b. The issuer also has not received any assets from its Directors and subscribers to the memorandum except fund against 

allotment of shares. 

Tangible assets per share as of 31 December 2007 

Particulars 

Taka 

Ordinary Share Capital 200,000,000 

Reserves (including tax-holiday reserve) 279,950,588 

Retained Earnings (as per Balance sheet on December 31, 2007) 2,708,292 

Net Asset 482,658,880 

Less: Intangible Asset ( Preliminary Expenses) 35,000 

Net Tangible Asset 482,623,880 

Total Ordinary Share 2,000,000 

Net tangible assets per share 241.31 

Net Tangible assets per share (without considering tax-holiday reserve) 213.74 

Sl 

No. 

Shareholdings structure as on April 3, 2008 

Ownership of the Company’s Securities 

Name of Shareholder Address Status No of 

Shares 

01 Mrs. Anjuman Aziz Khan 

02 Ms. Adeeba Aziz Khan 

03 

Summit Industrial. & 

Mercantile Cor.(Pvt.)Ltd. 

04 Ms. Ayesha Aziz Khan 

05 

Cosmopolitan Traders (Pvt.) 

Ltd. 

06 Alliance Holdings Ltd. 

07 Ms. Azeeza Aziz Khan 

08 Mr. Syed Ali Jowher Rizvi 

09 Mrs. Sobera Ahmed Rizvi 

10 

11 

Mr. Syed Yasser Haider 

Rizvi 

Mr. Syed Nasser Haider 

Rizvi 

12 Mr. Muhammed Aziz Khan 

14/A,Shahid Sharani Road. 

Dhaka Cantonment, Dhaka 





% of 

total 

Shareho 

ldings 

Designation 

in the 

Company 

Director 300,000 7.500 - 

Director 360,000 9.000 - 

Represented by 

Mr. Faisal Karim 

Khan 

300,000 7.500 DMD 



Director 360,000 9.000 - 

The Summit Center, 


18,Kawran Bazar C/A, Dhaka Mr. Latif Khan 

300,000 7.500 - 


House # A/15,Road # 117, 

Dr. Syed Ali 

Gulshan, Dhaka 

Gowher Rizvi 

1,997,200 49.930 - 



Shareholder 360,000 9.000 - 



Director 700 0.0175 MD 



Director 700 0.0175 - 



Director 700 0.0175 DMD 



Director 700 0.0175 DMD 



Shareholder 20,000 0.500 - 

Total 4,000,000 100 - 

- 32 -

Issuer 


Securities owned by the officers 

No officer except sl nos 3,8,10 & 11 of the above schedule own shares of the company as on 03 April 2008. 

Determination of offering Price 

Issue Manager 


The offer price of the ordinary share of Summit Alliance Port Limited has been determined at par value. The Net Asset value 

stands at Tk 241.32 based on audited financial statements as on 31 December 2007.However it stands at Tk. 170.66 

(Stockholder Equity/No of shares i.e. 682,658,880/4,000,000) as on 03 April 2008 considering the issued Bonus and Right 

shares before proposed IPO. If the tax-holiday reserve is not considered as a part of reserve (since the application for taxholiday 

was not approved by NBR, which is now pending due to appeal made to the authority) the NAV stands as on 31 

December 2007 at Tk. 213.76 per share and as on 03 April 2008 at Tk. 156.88 per share. 

Market for the Securities Being Offered 

The issuer shall apply to the following two Stock Exchanges within 7 (seven) working days from the date of consent accorded 

by the SEC to issue prospectus: 

Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited 

9/F, Motijheel C/A 

CSE Buildng, 1080 Sk. Mujib Road 

Dhaka-1000. 

Agrabad, Chittagong-4100 

Declaration about listing of shares with the stock exchange(s) 

None of the stock exchanges(s), if for any reason, grants listing within 75 days from the closure of subscription, any allotment 

in terms of this prospectus shall be void and the company shall refund the subscription money within fifteen days from the 

date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75 (seventy five) days, as the case may 

be. 

In case of non-refund of the subscription money within the aforesaid fifteen days, the company directors, in addition to the 

issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2% 

(two percent) per month above the bank rate, to the subscribers concerned. 

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

submit compliance report thereon to the Commission within seven days of expiry of the aforesaid fifteen days time period 

allowed for refund of the subscription money. 

Trading and settlement 

Trading and settlement regulation of the stock exchanges shall apply in respect of trading and settlement of the shares of the 

Company. 

Dividend, voting, pre-emption rights 

Description of Securities outstanding or being offered 

The Share Capital of the company is divided into Ordinary Shares, carrying equal rights to vote and receive dividend in terms 

of the relevant provisions of the Companies Act 1994 and the Articles Association of the company. All shareholders shall 

have the usual voting right in person or by proxy in connection with, among others, election of Director & Auditors and other 

usual agenda of General Meeting – Ordinary or Extra Ordinary. On a show of hand, every shareholder present in person and 

every duly authorized representative of a shareholder present at a General Meeting shall have one vote and on a poll every 

shareholder present in person or by proxy shall have one vote for every share held by him or her. 

In case of any additional issue of shares for raising further capital the existing shareholders shall be entitled to Right Issue of 

shares in terms of the guidelines issued by the SEC from time to time. 

Conversion and liquidation rights 

In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in 

force, the shares of the Company are freely transferable. The Company shall not charge any fee for registering transfer of 

shares. No transfer shall be made to a firm, an infant or person of unsound mind. 

- 33 -

Issuer 


Dividend policy 

Issue Manager 


a. The profit of the Company, subject to any special right relating thereto created or authorized to be created by the 

Memorandum of Association and subject to the provisions of the Articles of Association, shall be divisible among the 

members in proportion to the amount of capital paid-up on the shares held by them respectively. 

b. No large dividend shall be declared than is recommended by the Directors, but the Company in its General Meeting may 

declare a smaller dividend. The declaration of Directors as to the amount of Net profit of the Company shall be conclusive. 

c. No dividend shall be payable except out of the profits of the Company or any other undistributed profits. Dividend shall not 

carry interest as against the Company. 

d. The Directors may from time to time pay the members such interim dividend as in their judgment the financial position of 

the Company may justify. 

e. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer. 

f. No limitation in payment of dividend is stipulated in any debt instrument or otherwise. 

Other rights of stockholders 

In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in 

force, the shares of the Company are transferable. The Company shall not charge any fee, other than Government duties for 

registering transfer of shares. No transfer shall be made to a minor or person of unsound mind. 

The Directors shall present the financial statements as required under the law & International Accounting Standard. Financial 

statements will be prepared in accordance with the International Accounting Standards consistently applied throughout the 

subsequent periods and present with the objective of providing maximum disclosure as par law and International Accounting 

Standard to the shareholders regarding the financial and operational position of the company. The shareholders shall have the 

right to receive all periodical statement and reports, audited as well as un audited, published by the company from time to 

time. 

The shareholder Holdings minimum of 10% shares of paid-up capital of the company shall have the right to requisition extra 

ordinary General Meeting of the company as provided for the section 84 of the Companies Act 1994. 

Debt Securities 

The company did not issue any debt securities nor have any plan to issue within next six months. 

Lock-in on Sponsors' Shares 

All issued shares of the issuer at the time of according consent to public offering shall be subject to a lock-in period of three 

years from the date of issuance of prospectus or commercial operation, whichever comes later. 

Provided that the persons, other than directors and those who hold 5% or more, who have subscribed to the shares of the 

company within immediately preceding two years of according consent, shall be subject to a lock-in period of one year from 

the date of issuance of prospectus or commercial operation, whichever comes later. 

Sl. 

No 

Name Status No of 

share hold 

Amount 

(Taka) 

% 

Holdings 

Date of 

acquisition 

1 Mrs. Anjuman Aziz Khan Director 300,000 30,000,000 7.50 N/A 

2 Mr. Syed Ali Jowher Rizvi Director 700 70,000 0.0175 N/A 

3 Ms. Adeeba Aziz Khan Director 360,000 36,000,000 9.00 N/A 

4 Summit Industrial. & 

Shareholder 300,000 30,000,000 7.50 N/A 

Mercantile Cor.(Pvt.)Ltd. 

5 Ms. Ayesha Aziz Khan Director 360,000 36,000,000 9.00 N/A 

6 Cosmopolitan Traders (Pvt.) Shareholder 300,000 30,000,000 7.50 N/A 

Ltd. 

7 Mrs. Sobera Ahmed Rizvi Director 700 70,000 0.0175 N/A 

8 Mr. Syed Yasser Haider Rizvi Director 700 70,000 0.0175 N/A 

9 Mr. Syed Nasser Haider Rizvi Director 700 70,000 0.0175 N/A 

10 Alliance Holding Ltd. Shareholder 1,997,200 199,720,000 49.93 N/A 

11 Mr. Muhammed Aziz Khan Shareholder 20,000 2,000,000 0.50 06-12-2003 

12 Ms. Azeeza Aziz Khan Shareholder 360,000 36,000,000 9.00 N/A 

Total 4,000,000 400,000,000 100.00 

Expiry 

date 

lock-in 

of 

- 34 -

Issuer 


Issue Manager 


Refund of Subscription money 

In case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are 

among the Bankers to the Issue, refund amount will be credited directly into the respective bank accounts. Otherwise, refund 

will be made only through “Account Payee” cheque(s) with bank account number and name of bank branch as mentioned in 

the application payable at Dhaka or Chittagong, as the case may be. Accordingly the number of the bank account along with 

name of bank and branch must be indicated in the application form. 

Subscription by and Refund to non-resident Bangladeshi (NRB) 

1. A Non-Resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable at 

Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka, 

supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities applied for 

through crossed bank cheque marking “Account Payee only”. 

2. The value of securities applied for by such person may be paid in Taka or US dollar or UK pound sterling or EURO at the 

rate of exchange mentioned in the securities application form. 

3. Refund against oversubscription shall be made in the currency in which the value of securities was paid for by the applicant 

through Account Payee bank cheque payable at Dhaka with bank account number, Bank’s name and Branch as indicated in 

the securities application form. If the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained 

with the Bankers to the Issue and other banks as mentioned below, refund amount of those applicants will be directly credited 

into the respective bank accounts as mentioned in their IPO Application Forms. 

Availability of securities 

1. The offer 

Particulars No. of Shares Amount in Tk. 

A. 10% of IPO of Ordinary Shares shall be reserved for Non 100,000 10,000,000 

Resident Bangladeshis 

B. 10% of IPO of Ordinary Shares shall be reserved for Mutual 100,000 10,000,000 

funds and Collective Investment schemes registered with the 

Commission 

C. Remaining 80% of IPO of Ordinary Shares shall be opened for 800,000 80,000,000 

subscription by the General Public. 

Total 1,000,000 100,000,000 

2) All securities as stated in sub -rule (1) shall be offered for subscription and subsequent allotment by the issuer, subject to 

any restriction which may be imposed, from time to time, by the SEC. 

3) In case of over-subscription under any of the categories mentioned in sub-rule (1), the issue manager shall conduct an open 

lottery of all applications received under each category separately in accordance with the letter of consent issued by the SEC. 

4) In case of under subscription under any of the 10% categories mentioned in sub-rule (1), the un-subscribed portion shall be 

added to the general public category and, if after such addition, there is over-subscription in the general public category, the 

issuer and the issue manager shall jointly conduct an open lottery of all the applicants added together. 

5) In case of under subscription of the public offering, the un-subscribed portion of securities shall be taken up by the 

underwriters. 

6) The lottery as stated in sub-rule (3) and (4) shall be conducted in presence of representatives from the issuer, the stock 

exchanges, and the applicants, if there be any. 

- 35 -

Issuer 


Issue Manager 


Application for subscription 

1. Application for shares shall be made for a minimum lot for 50 Ordinary Shares to the value of Tk. 5,000/- and should be made on the 

SAPL’s Printed Application forms. Application Forms and Prospectus may be obtained from the Registered Office of the Bank, members of 

the Dhaka Stock Exchange Ltd. and/ or Chittagong Stock Exchange Limited or from the bankers to the Issue. In case adequate forms are not 

available, applicants may use photocopied / cyclostyled / hand written/typed copies of the forms. Applications must not be for less than 50 

shares. Any application not meeting this criterion will not be considered for allotment purpose. 

2. Joint application form for more than two persons will not be accepted. In the case of joint application each party must sign the application 

form. 

3. Application must be in full name of individuals or limited companies or trusts or societies and not in the name of firms, minors or persons 

of unsound mind. Applications from insurance, financial and market intermediary companies must be accompanied by Memorandum and 

Articles of Association. 

4. An applicant cannot submit more than two applications, one in his own name and another jointly with another person which is applicable 

for both Non-Resident Bangladeshi (NRB) as well as other than Non-Resident Bangladeshi Applicants. In case, an applicant makes more 

than two applications, those in excess of two applications shall not be considered for allotment purpose. 

5. Bangladeshi Nationals (including non-resident Bangladeshi Nationals residing abroad) and Foreign Nationals shall be entitled to apply for 

shares. 

6. Payment for subscription by investors other than Non -Resident Bangladeshi may be made to the said branches/office of the banks 

mentioned below in Cash/Cheque/Pay Order/Bank Draft. The Cheque/Pay Order/Bank Draft shall be made payable to the bank to which it is 

sent and be marked “SUMMIT ALLIANCE PORT LIMITED.” And shall bear the crossing “A/C Payee Only” and must be drawn on a 

bank in the same town of the bank to which application form is deposited. 

7. All completed application forms, together with remittances for the full amount payable on application, shall be lodged by investors other 

than non-resident Bangladeshis with any of the branches of the Bankers’ to the Issue. 

Dhaka Bank Limited Dhaka EPZ Br. Savar Dhaka Kawranbazar Br. Dhaka Uttara Br. Dhaka 

Local Office Br. Dhaka Board Bazar Br. Gazipur Motijheel Branch, Dhaka Gulshan-1 Br. Dhaka 

Bangshal Br. Dhaka Netaiganj Br. Narayanganj Mohakhali Br. Dhaka Panthapath Br. Dhaka 

Imamgonj Br. Dhaka Bogra Br. Bogra Malibagh Br. Dhaka Banani Br. Dhaka 

Islampur Br. Dhaka Elephant Road Br. Dhaka Mirpur Br. Dhaka Narayangonj Br. Narayangonj 

Banani Br. Dhaka Barisal Br. Barisal Z H Sikder M. C. Br. Dhaka Munshikhola Br. Dhaka 

Foreign Exchange Br. Dhaka Simrail Br. Sidderganj, N.Gonj Islampur Br. Dhaka Jubilee Road Br. Chittagong 

Dhanmondi Br. Dhaka CDA Avenue Br. Chittagong Uttara Br. Dhaka Agrabad Br. Chittagong 

Kawranbazar Br. Dhaka Joypara Br. Dohar, Dhaka North Brook Hall Br. Dhaka Khatungonj Br. Chittagong 

Uttara Br. Dhaka Biswanath Br. Sylhet Lake Circus Br. Kalabagan, Dhaka CDA Avenue Br. Chittagong 

Amin Bazar Br. Dhaka Moulavi Bazar Br. Moulavi Bazar Mohammadpur Br. Dhaka Sylhet Br. Sylhet 

Islami Banking Br. Dhaka Muradpur Br. Chittagong Pragati Sarani Br. Dhaka Khulna Br. Khulna 

Narayangonj Br. Narayangonj Golapgonj Br. Sylhet Jatrabari Br. Dhaka Rajshahi Br. Rajshahi 

Laldighipar Br. Sylhet Rajshahi Br. Rajshahi Gazipur Br. Gazipur Jessore Br. Jessore 

Agrabad Br. Chittagong Naya Bazar Br. Dhaka Savar Bazer Br. Savar, Dhaka Trust Bank Limited 

Jubilee Road Br. Chittagong Imamgonj Br. Dhaka Narayangonj Br. Narayangonj Principal Branch, Dhaka 

Khatungonj Br. Chittagong Savar Bazar Br. Savar, Dhaka Pagla Bazar Br. Narayangonj SKB Br. Dhaka 

Dutch-Bangla Bank Limited Gazipur Chowrasta Br. Gazipur Sylhet Br. Sylhet Comilla Br. Comilla 

Local Office Br., Dhaka Feni Br. Feni Anderkillah Br. Chittagong Chittagong Cantt. Br. Chittagong 

Motijheel Foreign Exchange Br. Dhaka Comilla Br. Comilla Agrabad Br. Chittagong Rangpur Cantt. Br. Rangpur 

Nababpur Br. Dhaka Jubilee Road Br. Chittagong Khatungonj Br. Chittagong Jessore Cantt. Br. Jessore 

Banani Br. Dhaka Kadamtali Br. Chittagong Jubilee Road Br. Chittagong Agrabad Br. Chittagong 

Kawran Bazar Br. Dhaka Mirzapur Br. Mirzapur Tangail Sheikh Mujib Road Br. Chittagong Dhanmondi Br. Dhaka 

Shantinagar Br. Dhaka Cox’s Bazar Br. Cox’s Bazar Pahartali Br. Chittagong Khatungonj Br. Chittagong 

Dhanmondi Br. Dhaka Lohagara Br. Chittagong Narsingdi Br. Narsingdi Gulshan Corporate Br. Dhaka 

Baburhat Br. Narsingdi Basundhara Br. Dhaka Tangail Br. Tangail Dilkusha Corporate Br. Dhaka 

Narayangonj Br. Narayangonj Ring Road Br. Dhaka Khulna Br. Khulna CDA Avenue Br. Chittagong 

B.B. Road Br. Narayangonj Manikgonj Br. Manikgonj Rangpur Br. Rangpur Sylhet Corporate Br. Sylhet 

Agrabad Br. Chittagong HSBC Bogra Br. Bogra Millenium Corporate Br. Dhaka 

Mohakhali Br. Dhaka Motijheel Branch, Dhaka Rajshahi Br. Rajshahi Uttara Corporate Br. Dhaka 

Gulshan Br. Dhaka National Bank Limited Barisal Br. Barisal Mirpur Br. Dhaka 

Mirpur Br. Dhaka Bangshal Road Br. Dhaka Comilla Br. Comilla Naval Base Br. Chittagong 

Uttara Br. Dhaka Babubazar Br. Dhaka Standard Bank Limited Kawranbazar Br. Dhaka 

Patherhat Br. Chittagong Dilkusha Br. Dhaka Principal Branch, Dhaka Narayangonj Br. Narayangonj 

Hathazari Br. Cgittagong Elephant Road Br. Dhaka Foreign Exchange Br. Dhaka 

Islampur Br. Dhaka Foreign Ex. Br. Dhaka Topkhana Road Br.,Dhaka 

Dania Br. Dhaka Gulshan Br. Dhaka Imamgonj Br. Dhaka 

Khulna Br. Khulna Imamganj Br. Dhaka Gulshan Br. Dhaka 

Sylhet Br. Sylhet Dhanmondi Br. Dhaka Dhanmondi Br. Dhaka 

8. A Non-Resident Bangladeshi (NRB) shall apply against the IPO either directly by enclosing a foreign demand draft drawn on a bank 

payable at Dhaka, or through a nominee (including a Bank or a Company) by paying out of foreign currency deposit account maintained in 

Bangladesh, for the value of securities applied for. The value of securities applied for may be paid in Taka, US Dollar or Euro or UK Pound 

Sterling at the Spot Buying (TT Clean) rate of exchange prevailing on the date of opening of subscription. Refund against over-subscription 

of shares shall be made in the currency in which the value of shares applied for was paid by the applicant. Share Application Form against 

the quota for NRB shall be sent by the applicant directly along with a draft or cheque to Summit Alliance Port Limited at its corporate 

office. Copies of application Form and Prospectus shall be available with Bangladesh Embassy/High Commission in USA, UK, Saudi 

Arabia, U.A.E., Qatar, Kuwait, Oman, Bahrain, Malaysia and South Korea and web site of the SEC, Issuer Company, Issue manager, DSE 

and CSE. 

9. The IPO subscription money collected from investors (other than Non-resident Bangladeshis) by the Bankers’ to the Issue will be 

deposited to Standard Bank’s, STD Account No: 36001753 with Summit Alliance Port Limited, Principal Branch, 122-124 Motijheel C/A, 

Dhaka- 1000 for this purpose. 

10. The subscription money collected from Non-resident Bangladeshis in US Dollar or UK Pound Sterling or EURO shall be deposited to 

the following FC accounts: 

- 36 -

Issuer 


Issue Manager 


Sl No. Name of the FC Accounts Account No. Bank & Branch Currency 

1 Summit Alliance Port Ltd. 42000518 Standard Bank, Principal Branch EURO 

2 -do- 42000501 -do- US Dollar 

3 -do- 44000152 -do- GBP 

In the case of over-subscription of securities to the NRB applicants, refund shall be made by Summit Alliance Port Limited out of the “FC 

Account for IPO”. Summit Alliance Port Limited has already opened the aforesaid FC Accounts and shall close these FC Accounts after 

refund of over-subscription, if any. 

An applicant cannot submit more than two applications, one in his/her own name and another jointly with another 

person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not 

be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the 

Commission. 

The Securities and Exchange Commission has decided that the primary shares allotted to an applicant through IPO 

may be forfeited by SEC, if the BO account of the said applicant is found closed at the time of allotment of shares. So, 

all IPO applicants are required to keep their BO accounts operational till allotment of IPO shares. 

APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS AND THE INSTRUCTIONS 

PRINTED ON THE APPLICATION FORM ARE LIABLE TO BE REJECTED. UNDERWRITERS’ OBLIGATION 

Allotment 

The company shall issue share allotment letters to all successful applicants within 6 (six) weeks from the date of the 

subscription closing date. At the same time, the unsuccessful applicants shall be refunded with the application money within 6 

(six) weeks from the closing of the subscription date by Account Payee Cheque/credit to the applicants bank account without 

interest payable at Dhaka/Chittagong/Khulna/Rajshahi/Barisal/Sylhet, as the case may be. A compliance report shall be 

submitted with the Commission within 7(seven) weeks from the date of closure of subscription. 

Underwriting of shares 

Initial Public Offering (IPO) is for 1,000,000 ordinary shares of Taka 100 each amounting to Taka 100,000,000. As per SEC’s 

guideline 50% of the said amount i.e. 500,000 ordinary shares of Tk.100 each amounting to Tk. 50,000,000 has been 

underwritten by the following institutions: 

Sl No. Name of address of underwriters Number of shares underwritten Amount(Tk) 

1. Lanka Bangla Finance Limited 200,000 20,000,000 

2. IDLC Finance Limited 150,000 10,500,000 

3. Trust Bank Ltd. 150,000 10,500,000 

Total 500,000 50,000,000 

Principal terms and conditions of underwriting agreement 

1. If and to the extend that the shares offered to the public by a Prospectus authorized hereunder shall not have been 

subscribed and paid for in cash in full by the closing date, the Company shall within 10 (ten) days of the closure of 

subscription call upon the underwriter in writing with a copy of said writing to the Securities and Exchange Commission, to 

subscribe for the shares not subscribed by the closing date and to pay for in cash in full for such unsubscribed shares in cash in 

full within 15(fifteen) days of the date of said notice and the said amount shall have to be credited into shares subscription 

account within the said period. 

2. If payment is made by Cheque/Bank Draft by the underwriter it will be deemed that the underwriter has not fulfilled his 

obligation towards his underwriting commitment under the Agreement, until such time as the Cheque/Bank Draft has been encashed 

and the Company’s account credited. 

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

subscription and payment by the underwriter to the Commission. 

4. In the case of failure by the underwriter to pay for the shares under the terms mentioned above, the said Underwriter will 

not be eligible to underwrite any issue, until such time as he fulfils his underwriting commitment under the Agreement and 

also other penalties as may be determined by the Commission may be imposed on him. 

5. In case of failure by any underwriter to pay for the shares within the stipulated time, the Company/Issuer will be under no 

obligation to pay any underwriting commission under the Agreement. 

6. In case of failure by the Company to call upon the underwriter for the aforementioned purpose within the stipulated time, 

the Company and its Directors shall individually and collectively be held responsible for the consequence and/or penalties as 

determined by the Securities and Exchange Commission under the law may be imposed on them. 

Underwriter’s right to represent in the Board of Directors of the Company 

The Underwriters shall not have any right to have any representatives in the Company’s Board of Directors. 

- 37 -

Issuer 


AUDITORS’ REPORT 

TO THE SHAREHOLDERS OF 


Issue Manager 


We have audited the accompanying balance sheet of SUMMIT ALLIANCE PORT LIMITED, (SAPL) as of December 31, 

2007 and the related operating profit & loss statement for the period from February 20, 2007 to December 31, 2007 along with 

cash flow statement and notes to the accounts thereon. The preparation of these financial statements is the responsibility of the 

Company’s management. Our responsibility is to express an independent opinion on these financial statements based on our 

audit. 

SCOPE 

We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those Standards require that we plan 

and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 

An audit includes examining on test basis evidence supporting the amounts and disclosures in the financial statements. An 

audit also includes assessing the accounting principles used and significant estimates made by management as well as 

evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. 

OPINION 

In our opinion, the financial statements prepared in accordance with Bangladesh Accounting Standards (BAS) gives a true and 

fair view of the state of the Company’s affairs as of December 31, 2007, the related operating profit & loss statement for the 

period from February 20, 2007 to December 31, 2007 and comply with the requirements of the schedule to the Securities and 

Exchange Rules, 1987, the Companies Act, 1994 and other relevant laws where applicable. 

We also report that: 

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for 

the purpose of our audit and made due verification thereof; 

b) In our opinion, proper books of account as required by law have been kept by the company so far as it appeared from 

our examination of those books; 

c) The company’s balance sheet and operating, profit & loss statement dealt with by the report are in agreement with the 

books of account. 

Sd/- 

BASU BANARJEE NATH & CO. 

Date 

CHARTERED ACCOUNTANTS 14 February 2008 

- 38 -

Issuer 


Issue Manager 


SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG. 

BALANCE SHEET AS OF DECEMBER 31,2007. 

Note 2007 2006 

ASSETS : 

Non Current Asset : 

Property, Plant and Equipment Carrying Value 29 587,665,873 267,081,778 

Un Allocated Revenue expenditure - 56,376,704 

Preliminary expenses 35,000 35,000 

587,700,873 323,493,482 

Current Assets 

Accounts Receivables 30 20,012,657 - 

Loans, Advances & Deposits 31 34,527,565 48,076,549 

Cash & Cash Equivalents 32 1,997,473 142,582 

56,537,695 48,219,131 

TOTAL ASSETS TAKA: 644,238,568 371,712,613 

SHAREHOLDERS EQUITY AND LIABILITIES: 

Shareholders Equity: 

Issued Share Capital 33 200,000,000 200,000,000 

Capital Reserve for Asset Valuation 34 224,811,727 - 

Special Reserve for Tax-holiday 35 55,138,861 - 

Stock Dividend (Bonus Share) 80,000,000 

Retained Earnings 2,708,292 - 

562,658,880 200,000,000 

Non-Current Liabilities 

Long Term Borrowings 36 52,555,381 132,725,689 

Current Liabilities and Provisions: 

Short Term Borrowings - 8,455,925 

Bank Overdraft 37 13,460,238 18,890,698 

Accounts Payables 38 9,901,463 - 

Advance against Rental 39 5,000,000 8,000,000 

Other Payables 40 662,606 3,640,301 

29,024,307 38,986,924 

TOTAL LIABILITIES AND SHAREHOLDERS EQUITY TAKA: 644,238,568 371,712,613 

Dated - February 14, 2008. 

Sd/- 

MANAGING DIRECTOR. 

Sd/- 

DIRECTOR. 

Signed in terms of our annexed report of even date. 

Sd/- 

BASU BANERJEE NATH & CO. 

CHARTERED ACCOUNTANTS 

- 39 -

Issuer 



Operating Profit & Loss Statement and Appropriation Account 

For the period from February 20 to 31December, 2007. 

Issue Manager 


Note 2007 2006-Nil Operation 

Revenue 41 222,842,215 - 

Less: Operating expenses 42 72,150,092 - 

Less: Administrative expenses 43 2,241,012 - 

Less: Advertisement and Sales promotion expenses 350,000 - 

74,741,104 

Net Operating Profit 148,101,111 - 

Less Financial Cost 44 10,253,958 - 

Net Profit before Special Reserve 137,847,153 - 

Less Special Reserve for Tax-holiday (40%) 55,138,861 - 

Net Profit 82,708,292 - 

Less: Stock Dividend (Bonus Share) 80,000,000 - 

BALANCE TRANSFERRED TO BALANCE SHEET AS 

RETAINED EARNING TAKA: 2,708,292 Nil 

Sd/- 


Sd/- 

DIRECTOR. 


Dated -February 14, 2008. 

Sd/- 



- 40 -

Issuer 


Issue Manager 



Statement of Cash Flow 

for the year ended December 31,2007 

Particulars 2007 2006 

TAKA 

TAKA 

A .Cash Flow from Operating Activities 

Cash received from Customers and Others 202,829,557.00 - 

Cash paid to Suppliers and Employees (50,705,812.00) - 

Cash generation from Operation 152,123,745.00 - 

Financial Expenses 10,253,957.00 - 

Net Cash generated from Operation 141,869,788.00 - 

B .Cash Flow from Investing Activities 

Acquisition of Property (56,507,187.00) (27,695,302.00) 

Decreased in Loans, Advance & Deposits 13,548,983.00 31,899,740.00 

Increased in Un-allocated Revenue Expenditure - (22,725,436.00) 

Net Cash used in Investing Activities (42,958,204.00) (18,520,998.00) 

C .Cash Flow from Financing Activities 

Decreased in Long term Borrowings (80,170,308.00) 16,059,023.00 

Decreased in Short term Borrowings (8,455,925.00) - 

Decreased in Bank Overdraft Accounts (5,430,460.00) (5,404,575.00) 

Decreased in Advance against rental (3,000,000.00) 8,000,000.00 

Net Cash generated from Financing Activities (97,056,693.00) 18,654,448.00 

Total Increased in Cash and Cash Equivalent 1,854,891.00 133,450.00 

Cash and Cash Equivalent at the Beginning of the year 142,582.00 9,132.00 

Cash and Cash Equivalent at the End of the year 1,997,473.00 142,582.00 

Sd/- 


Sd/- 

DIRECTOR. 



Sd/- 



- 41 -

Issuer 


Issue Manager 



STATEMENT OF CHANGES IN EQUITY 

FOR THE YEAR ENDED DECEMBER 31,2007. 

Particulars 

Share 

Capital 

Capital 

Reserve 

Tax-holiday 

Reserve 

Proposed 

Dividend 

Retained 

Earnings 

Total 

Opening Balance as 

at.01.01.2007 200,000,000 - - - - 200,000,000 

Net Profit after Tax holiday 

Reserve - - - - 2,708,292 2,708,292 

Stock Dividend (Bonus Share) - - - 80,000,000 - 80,000,000 

Capital Reserve for Assets 

Valuation - 224,811,727 - - - 224,811,727 

Special Reserve for Tax holiday - - 55,138,861 - - 55,138,861 

- 

At the end of the year-2007 

Taka: 200,000,000 224,811,727 55,138,861 80,000,000 2,708,292 562,658,880 

- 42 -

Issuer 


Issue Manager 


Reference No. BBNC/558/2007-2008 Chittagong, February 14, 2008. 

NOTES TO THE ACCOUNTS 

For the period from February 20 to December 31,2007 

1. Accounting Convention and Basis: 

The financial statements have been prepared in accordance with Bangladesh Accounting Standards and the relevant 

requirements of the Schedule to the Securities & Exchange Rules, 1987 and of the Companies Act 1994 following the 

historical cost convention except certain operating Fixed Assets which were revalued in 2007. 

2. Date of Incorporation, Registered Office and Business Address: 

SUMMIT ALLIANCE PORT LIMITED, (SAPL) a Private Company limited by shares, was incorporated under the 

Companies Act (Act XVIII) of 1994 on December 06, 2003 vide registration No. C-51218 (1513)/2003 under Registrar of 

Joint Stock Companies and Firms, Dhaka showing registered office at Summit Centre, 18 Kawran Bazar Commercial Area, 

Dhaka-1215. The registered office of the company has been transferred at Katgor, North Patenga, Chittagong-4204 with effect 

from April 16, 2005 and thereafter all formalities regarding Companies Act, 1994 were complied with Office of the Assistant 

Registrar of Joint Stock Companies & Firms, Chittagong. 

Business address of the Company is at Katghar, North Patenga, Chittagong- 4204. 

3. Nature of Business: 

The principal activity of the Company is to develop Off-Dock facilities to provide services as Inland Container Depot (ICD), 

as well as handling of import and export cargo. Commercial operation of the Off-Dock started from 20 th February 2007 after 

obtaining all necessary permissions from the Government/Concerned Authorities. 

4. Statement in Compliance with Bangladesh Accounting Standards. 

The financial statements have been prepared in accordance with the applicable Bangladesh Accounting Standards (BAS) 

adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) based on International Accounting Standards (IAS) 

and International Financial Reporting Standards (IFRS). 

5. Structure, Content and Presentation of Financial Statements 

The presentation of these financial statements is in accordance with the guidelines provided by BAS-1: Presentation of 

Financial Statements. 

6. Comparative information and re-arrangement thereof: 

Comparative information has been disclosed in respect of the year 2006 for all numerical information in the financial 

statements and also the narrative and descriptive information where it is relevant for understanding of the current year’s 

financial statements. Figures for the year 2006 have been re-arranged wherever considered necessary to ensure better 

comparability with the current year. 

7. Reporting Period: 

The financial period of the company covers one calendar year from 1 st January to 31 st December consistently. 

8. Approval of Financial Statement: 

The financial statements were approved by the Board of Directors on 14 th February 2008 

9. Going Concern: 

The Company has adequate resources to continue its operation for the foreseeable future. For this reason the directors decided 

to adopt the going concern basis in preparing the Financial Statements. 

- 43 -

Issuer 


10. Cash Flow Statement: 

Issue Manager 


The Cash Flow Statement has been prepared in accordance with the requirement of BAS-7: Cash Flow Statement. The Cash 

generating from operating activities has been reported using the Direct Method as prescribed by the Securities and Exchange 

Rules 1987 and as the benchmark treatment of BAS 7 whereby major classes of gross cash receipts and gross cash payments 

from operating activities are disclosed. 

11. Accrual Expenses and other Payables: 

Liabilities for the goods and services received have been accounted for. Payable are not interest bearing and are stated at their 

nominal value. 

12. Transactions with related Parties 

There was no related party transaction during the year 2007 except proportionate allocation of salary and allowances of those 

employees of Ocean Containers Limited whose services are used for Summit Alliance Port Limited. 

13. Property, Plant & Equipment 

Properties, Plant & Equipment are state at cost or valuation less accumulated Depreciation. Maintenance and Normal repairs 

are expensed as incurred while major renewals and improvements are capitalized. 

14. Depreciation: 

Depreciation is recognized in the Profit and Loss account on a reducing balance method over the estimated useful life of each 

Property, Plant and Equipment. Plant and Equipments are depreciated from the month on which the assets come into use or 

being capitalized. The rate of depreciation on Property, Plant and Equipment considering the useful life of assets are as 

follows: 

Land Development 10% 

(Pavement, Boundary Wall and Drain) 

Building 10% 

Prefabricated Steel Structure 10% 

Plant and Equipment 20% 

Furniture and Fixtures 15% 

Vehicles 20% 

Office Equipment 20% 

Depreciation on Furniture & Fixture and Office Equipment are charged under administrative expenses. 

15. Lease Assets: 

All the lease transactions have been classified based on the extent to which risks and rewards incident to ownership of the 

assets lie with the lessor or lessee. According to this classification, all the lease transaction have been identified as finance 

lease as per International and Bangladesh Accounting Standards No- 17 “ Leases” based on the substance of the transactions, 

not merely the legal form. 

16. Trade Receivables: 

Trade receivables are recognized at cost which is the fair value of the consideration given for them. 

17. Cash and Cash Equivalent: 

Cash and cash equivalents comprise of cash in hand and cash at bank which were held and available for use of the company 

without any restriction. 

- 44 -

Issuer 


18. Employees’ Retirement Scheme 

Issue Manager 


The Company contributes 10% of the Basic of each permanent employee towards Provident fund and one month’s Basic per 

year of service for Gratuity. 

The company’s Provident Fund and Gratuity Scheme are, however, under preparation and shall obtain recognition of the 

concerned regulatory authority in due course. 

19. Taxation: 

No provision has been made for current income tax on the company’s profit as the company’s application for Tax holiday 

recognition as Physical Infrastructure Facility is under consideration of NBR. However, we have maintained tax holiday 

reserve as per section 46A of the Income Tax Ordinance, 1984. 

20. Revenue Recognition Policy: 

In compliance with the requirements of BAS 18: “Revenue”, revenue from customers against services is recognized when 

services are rendered. Revenue from services excludes VAT. 

21. Finance Income 

Interest on Fixed Deposits is accounted for on maturity. 

22. Earning per Share: 

Basic earning per share 

Basic earning per share is calculated by dividing the net profit or loss for the period attributable to ordinary 

shareholders by the number of ordinary shares outstanding during the period and this was Tk.41.23 per share during 

the year under review. 

Diluted earning per share: 

Diluted earnings per share is calculated by dividing the net profit or loss for the period attributable to ordinary 

shareholders by the weighted average number of ordinary shares outstanding during the year after adjustment for the 

effects of all dilutive potential ordinary shares (Bonus Shares) and this amounts to Tk. 29.45 per share for the year. 

23. Reporting Currency: 

The financial statements are prepared and presented in Bangladesh Currency (Taka) which is the company’s functional 

currency. All financial information presented has been rounded off to the nearest taka. 

24. Employees Engaged: 

The company employed total number of 121 employees including casual and temporary workers as required. All 80 

permanent employees received total remuneration in excess of Tk.36,000 per annum. 

25. Contingent liabilities: 

Excess Duty and VAT imposed by the Chittagong Custom Authority on import of pre fabricated steel structure remain 

disputed since April 25, 2006 = Tk.20, 67,382. 

26. Container Handling Capacity in TEUs 

Actual 

Capacity 

Empty Container 71,077 71,077 

Export Container 7,000 7,000 

Import Container 12,795 12,795 

There was no unutilized capacity in the year 2007. 

27. Capital Expenditure Commitment: 

The followings were the capital expenditure commitment in 2007 implemented in 2008. 

a) Procurement of heavy equipment (Reach Stacker Funtuzzi) Tk.20,011,500/- 

b) Land = Tk.32, 314,300/- 

- 45 -

Issuer 


28. Post Closing Events; 

Issue Manager 


a) The Directors recommended 40% stock dividend (Bonus Share).The dividend proposal is subject to shareholders’ 

approval at the forthcoming annual general meeting. 

b) Except the fact stated above, no circumstances have arisen since the balance sheet date which would require 

adjustment to, or disclosure in, the financial statements or notes thereto. 

Note:29 Property, Plant and Equipments Tk.587,665,873 

Particulars Land and Building and Plant and Furniture Vehicle Office 

Land Prefabricated 

and 

Development Steel Equipment Fixtures Equipment Total 

Cost: 

At 01.01.2007 216,786,705 6,639,246 6,145,530 - 12,465,928 44,369 242,081,778 

Additions During the 

Year 90,606,702 1,366,817 18,827,963 364,690 1,013,070 704,649 112,883,891 

Additions due to 

revaluation 221,701,793 3,109,934 - - - - 224,811,727 

Leased Assets - 9,564,003 15,435,997 - - - 25,000,000 

Cost at 31-12-2007 529,095,200 20,680,000 40,409,490 364,690 13,478,998 749,018 604,777,396 

Accumulated 

Depreciation: 

At 01.01.2007 - - - - - - - 

Charged during the 

year 6,048,535 1,654,343 6,691,408 19,726 2,587,147 110,364 17,111,523 

Depreciation at 31-12- 

2007 6,048,535 1,654,343 6,691,408 19,726 2,587,147 110,364 17,111,523 

Net Book Value: 

TAKA: 523,046,665 19,025,657 33,718,082 344,964 10,891,851 638,654 587,665,873 

NB: i) No depreciation has been charged on revaluation amount of fixed assets. 

Addition includes amount of un-allocated revenue expenses up to January 31, 2007 as follows: 

Land and land 

development 54,422,365.00 

Building &Pre-fabricated Steel Structure 1,136,710.00 

Equipment 817,629.00 

TAKA: 56,376,704.00 

ii) Depreciation has been charged on fixed assets varying rates from 10% to 20% 

iii) Allocation of depreciation made: 

Operating Expenses 16,981,433 

Administrative Expenses 130,090 

TAKA: 17,111,523 

- 46 -

Issuer 


- 47 - 

Issue Manager 


Note:30 Accounts Receivable-Tk.20,012,657 

This amount represents dues from various clients against services rendered. Party wise break-up of the receivable is as under. 

Maersk (Bd.) Ltd. 1,819,000 

APL Bangladesh Ltd. 5,672,107 

AMMS International 7,054 

Birds (Bd.) Agencies 640,099 

Bangladesh Shipping Lines 266,065 

Baridhi Shipping 354,540 

BS Cargo Agencies 537,265 

Becon Shipping 8,347 

Bangladesh Shipping Agencies 12,520 

Barship Co. 118,962 

Colombia Enterprise 111,581 

Continental Traders Bd. Ltd. 1,625,620 

Cosco (Bd.) Ltd. 467,238 

DNS International 89,108 

Eastern Overseas Shipping Ltd. 460,415 

EP Carriers Pte. Ltd. 1,043,591 

Eastern Maritime Ltd. 86,750 

Fair Max Shipping Agencies Ltd. 107,802 

Freight Master 5,130 

GP Shipping 13,495 

Gold View 14,525 

Intermodel (Pte.) Ltd. 438,900 

Jardine Shipping Lines Ltd. 1,493,385 

JBS Associates 33,072 

KD Shipping Agencies 250,820 

K-Line Bangladesh 90,945 

Maritime Service Agencies 2,510 

NMC BD. Ltd. 24,510 

NYK Line (Bd.) Ltd. 298,530 

Peninsular Shipping 73,940 

PIL (Bd.) Ltd. 304,027 

Prominent Maritimes Ltd. 19,022 

Q.C. Shipping Ltd. 133,949 

Regensea Lines 715,560 

Safe Shipping 1,820 

Saybolt 13,962 

Sea Born (Pvt.) Ltd. 275,697 

Sea Glory Shipping 81,570 

Sea Star Shipping Ltd. 56,977 

SW Shipping Ltd. 1,052,990 

Spence Mac 275,077 

The Orient Container Line 33,591 

Titan Transportation 28,117 

Total Transportation Ltd. 206,610 

Wan Hain Line 20,935 

Vega Marine Ltd. 19,470 

Tejarat Shipping 6,905 

Transliner Shipping 19,180 

United Shipping 15,678 

United Arab Shipping 3,570 

Transmarine Log. 560,127 

TAKA: 20,012,657 

Receivables are unsecured but considered good.

Issuer 


Issue Manager 


Note:31 Loans, Advances and Deposits-Tk.34,527,565 

This is unsecured, considered good and consists of as follows: 


Advance against Land Development 1,177,041 - 

Advance Income Tax Deducted at Source 983,487 - 

Advance against Pre-fabricated Steel Structure 7,200,000 478,400 

VAT Current Account-3456/VAT/2007 514,357 - 

Advance against Land Purchase 22,303,115 45,150,000 

Pre-paid Insurance 109,523 219,046 

Security Deposit with T&T 144,000 120,000 

Pre-paid Renewal of License 28,660 28,660 

Margin against Bank Guarantee 2,067,382 2,067,382 

Advance against Expenses - 13,061 

TAKA: 34,527,565 48,076,549 

Note:32 Cash and Cash Equivalents-Tk.1,997,473 

This consists of as follows: 


Cash in hand 298,141 8,242 

Cash at Bank: 

1,699,332 134,340 

TAKA: 1,997,473 142,582 

Cash at Bank represents as under: 

1. In Current Account with Standard Bank Limited, 

A/C-033005686 Agrabad Branch, Chittagong. 699,332 

2. In Fixed Deposits Receipts with Standard Bank Limited, 

A/C-010755018113, Agrabad Branch, Chittagong. 

Date of Purchase 27-08-2007 and Date of Maturity 1,000,000 

27-08-2008 

TAKA: 1,699,332 

- 48 -

Issuer 


Issue Manager 


Note:33 Share Capital: 

This represent: 2007 2006 

Authorised: 

10,000,000 Ordinary Shares of Tk.100/- each 1,000,000,000 1,000,000,000 

By passing special resolution in the Extra Ordinary General Meeting of the Shareholders of the company 

held on 09.05.2005 the Autorised Capital of the Company to Tk.1,000,000,000 divided into 10,000,000 

Ordinary shares of Tk.100.00 each from Tk.50,000,000/- .All legal formalities as per Companies Act 1994, 

were observed. 

Issued, Subscribed & Paid-up: 2007 2006 

2,000,000 Ordinary Shares of Tk.100 each 

fully paid-up in cash 200,000,000 200,000,000 

As per letter of allotment dated 01.06.2005 the Board of Directors of the company allotted 995,000 ordinary 

shares of Tk.100.00 each in cash and raised its paid up capital to Tk.100,000,000 from Tk.500,000. 

The company further, allotted 1,000,000 ordinary shares of Tk.100/- each in cash on 28-06-2005.Consent of 

the Securities and Exchange Commission, Dhaka was obtained vide their approval no. SEC/CI/CPLC (Pvt.) 

-37/05/622 dated 26-06-2005.Thus total paid up capital of the company stood at Tk.200,000,000 divided 

into 2,000,000 ordinary shares of Tk.100.00 each fully paid-up in cash. 

a) There was no movement of issued share capital during the year 2007. 

b) Composition of Shareholdings: 

Name of Directors 2007 2006 

No. of Shares % No. of Shares % 

Mr.Muhammed Aziz Khan 10,000 0.5000 400,000 20.0000 

Mr.Syed Ali Jowher Rizvi 350 0.0175 350 0.0175 

Mrs.Anjuman Aziz Khan 150,000 7.5000 150,000 7.5000 

Summit Industrial and Mercantile Corp. Pvt 

Ltd. 150,000 7.5000 150,000 7.5000 

Cosmopolitan Traders Pvt. Ltd. 150,000 7.5000 150,000 7.5000 

Ms.Ayesha Aziz Khan 180,000 9.0000 150,000 7.5000 

Mrs.Sobera Ahmed Rizvi 350 0.0175 350 0.0175 

Mr.Syed Yasser Haider Rizvi 350 0.0175 350 0.0175 

Mr. Syed Nasser Haider Rizvi 350 0.0175 350 0.0175 

Alliance Holdingss Limited 998,600 49.9300 998,600 49.9300 

Ms.Adeeba Aziz Khan 180,000 9.0000 - - 

Ms.Azeeza Aziz Khan 180,000 9.0000 - - 

2,000,000 100 2,000,000 100 

- 49 -

Issuer 


Issue Manager 


Note:34 Capital Reserve for Assets Re-valuation-Tk.224,811,727 


Particulars Assets value Revalued Addition due to 

Before Revaluation Amount Revaluation 

Land and Land Development 307,393,407 529,095,200 221,701,793 

Building and Prefabricated Steel 

Structure 17,570,066 20,680,000 3,109,934 

TAKA: 324,963,473 549,775,200 224,811,727 

Addition due to revaluation on fixed assets has been transferred to Capital Reserve Account. 

Note:35 Special Reserve for Tax Holiday Tk.55,138,861 

This has been provided as per provision of section 46A ,sub-section 2 (C ) of The Income Tax Ordinance,1984 

at 40% of Net Profit. 

The activities of the company falls under the category of Physical Infrastructure facilities and entitled to Tax holiday 

benefit for 4 years from the date of commencement of operation on 20 February 2007. The company originally 

submitted the application which was duly forwarded by Commissioner of Taxes, Companies Circle 05, Taxes Zone- 

2, Chittagong to NBR but it was turned down. The company has however submitted review application before 

member, Taxation, NBR which is under consideration as per sub-section 2A, clause-4 of section 46A of Income 

Tax Ordinance 1984. 

Note:36 Long Term Borrowings-Tk.52,555,381 


2007 2006 

a)HSBC-164813-291 12,499,999 70,788,194 

b)HSBC-164813-292 20,833,333 38,888,888 

c) IIDFCL 19,222,049 23,048,607 

TAKA: 52,555,381 132,725,689 

36 (a) HSBC - 164813-291: Tk.12,499,999 

This represents balance outstanding as on 31 December 2007 against Term Loan sanctioned by 

HSBC Dhaka branch in March 2005 for Tk. 150 million to pay off our overdraft facility earlier taken from 

Standard Bank Limited, Agrabad Branch, Chittagong for purchase of land and development of facilities as 

off-dock. 

The tenure of the loan is 3 years and payable in equal 36 monthly installments which was commenced 

from April 28, 2005.The loan bears interest at 2.10% p.a. below the Bank's Best Lending (BBL) rate subject 

to fluctuation at the bank's discretion. Currently the interest is charged at 13% per annum on daily product 

balance and payable quarterly in arrear. 

The loan is fully secured against lands and the structures built and the following documents were executed 

in favour of the bank: 

- 50 -

Issuer 


i) Registered mortgage of 8 (eight) acres land to be purchased and infrastructure to be built threron 

valuing Tk.22 Crore 

Issue Manager 


ii) Registered irrevocable power of attorney along with Memorandum of deposit of title deed shall be executed 

by all the owners of the property in favour of the HSBC, Bangladesh. Enabling the Bank to sell the property 

without intervention of the court in case of failure to pay the Bank dues. 

iii) Assignment of bills receivable of M/S Summit Alliance Port Ltd., due from sundry parties executing 

irrevocable power of attorney to collect the bills under written confirmation of M/S Summit Alliance Port Ltd. to 

the effect that bills will be paid in favour of HSBC, Bangladesh 

iv) First charge shall be created on fixed and floating assets (both on existing and future) of the company 

with RJSC. 

v) Personal Guarantee of all the Directors of the company in their personal/individual and official capacity. 

vi) Personal Guarantee from the mortgagor(s). 

36 (b) HSBC-A/c No-164813-292:Tk.20,833,333 

This is the balance due against the second term loan of Tk.50 million received in March 2006 on the same terms 

and securities as that of loan under 36 (a) above. The repayment has been started from April 10,2006. 

Note:37 Bank Overdraft-Tk.13,460,238 

The company enjoys an overdraft facility with the limit of Tk.15 million from HSBC, Bangladesh. This is 

a secured overdraft against securities as given for Term Loan detailed in Note 36 and bears interest at 

2.10% per annum below the Bank's Best Lending (BBL) rate subject to fluctuation at Bank's discretion. 

Currently the interest is charged at 13% per annum on daily product balance and interest is payable 

quarterly in arrear. 

Note:38 Accounts Payable-Tk.9,901,463 

This represents bills outstanding on account of transportation service and labour supply. The company enjoys 30 days credit facility 

service from the date of submission of bill. 

Note:39 Advance against rental-Tk.5,000,000 

This amount was received from APL Logistics as advance against service. The advance has since been paid during February, 2008. 

- 51 -

Issuer 


Issue Manager 


Note:40 Other Payable-Tk.662,606 

This consists of: 2007 2006 

Salary and Allowance Payable 79,487 - 

Bonus Payable 14,000 - 

Expenses payable 24,776 3,546,877 

Security Charges Payable 470,573 93,424 

Payable for Repairing bill 73,770 - 

TAKA: 662,606 3,640,301 

Note:41 Revenue-Tk. 222,842,215 

Particulars 2007 

Import Cargo Handling 49,663,636 

Transportation-Import 1,526,679 

Import Container Ground Rent 41,428,997 

Lift on Off-Import 9,772,850 

Movement for Import 7,013,862 

Without Movement-Import 317,600 

Survey Charges 600,200 

Empty Container Ground Rent 28,927,510 

Empty Container Transportation 25,879,305 

Empty Container Lift on off 10,048,900 

Empty Container Documentation 9,234,767 

Container Stuffing Charges 29,902,118 

Labour Charges 2,969,420 

Stand-by-labour Charges 2,373,992 

Shut-out charges 7,360 

Prime Mover Rent 1,964,000 

Trailer Rent 1,206,000 

Interest on STD 5,019 

TAKA: 222,842,215 

Note:42 Operating Expenses Tk. 72,150,092 


Transportation 27,616,040 

Labour Bill 8,966,129 

Salary and Allowances 1,272,573 

Security Charges 1,888,544 

Electricity and Water Bill 406,244 

Performance Incentive 8,000 

Bonus Allowance 14,000 

C&F Charges-Empty 344,700 

Fuel Expenses 5,136,183 

Repair & Maintenance including yard 1,637,408 

Maintenance of Electric Works 1,127,464 

Custom Documentation 322,968 

Insurance Premium 333,069 

Renewal Fee 68,210 

Pre-operating Exp.(Lease Rent) 2,724,376 

Lease Rent 3,302,752 

Depreciation 16,981,433 

TAKA: 72,150,092 

- 52 -

Issuer 


Issue Manager 


Note:43 Administrative Expenses Tk. 2,241,012 


Customs Overhead 413,000 

Board Meeting Expenses 92,500 

Conveyance 142,432 

Communication Expenses 29,850 

Telephone 93,146 

Entertainment 323,921 

Audit and Professional Fee 119,785 

Donation 6,150 

Postage & Courier 360 

Printing & Stationery 276,121 

Bank Charges 161,897 

Medical Expenses 345 

Newspaper and periodicals 2,774 

Legal Expenses 302,900 

Rent, Revenue & Taxes 145,741 

Depreciation 130,090 

TAKA: 2,241,012 

Note:44 Financial Expenses-Tk.10,253,958 

This represents interest charged during the year on bank loans, overdraft and other facilities obtained 

from different financial institutions. 

Sd/- 


Sd/- 

DIRECTOR. 

- 53 -

Issuer 


SUMMIT ALLIANCE PORT LIMITED, CHITTAGONG. 

Statement of Financial Highlights 

For the year ended December 31, 2007. 

Issue Manager 


2007 2006 

Assets Employed: 

Property, Plant and Equipment 587,665,873 267,081,778 

Un-Allocated Revenue Expenditure - 56,376,704 

Preliminary Expenses 35,000 35,000 

Net Current Assets 27,513,388 9,232,207 

Total Assets Employed TAKA: 615,214,261 332,725,689 

Financed By: 

Ordinary Shares 200,000,000 200,000,000 

Reserve and Surplus 362,658,880 - 

Shareholders Equity 562,658,880 200,000,000 

Long Term Borrowings 52,555,381 132,725,689 

Total Capital Employed TAKA: 615,214,261 332,725,689 

Turnover and Profit 

Net Revenue 222,842,215 - 

Operating Profit 137,847,153 - 

Net Profit 82,708,292 - 

Ratios: 

Earnings per share (EPS) in Tk. 41.35 - 

Dividend per share (DPS) in Tk. 40 - 

Current Ratio-Times 1.95 1.24 

Return on Total Assets (%) 22.40 

Net Assets Value per share 281.33 100.00 

Dividend payout-% 96.74 - 

Return on Equity-% 14.70 - 

Sd/- 


Sd/- 

DIRECTOR 



Sd/- 



- 54 -

Issuer 


Issue Manager 


Selected Ratios 

1. Liquidity Ratios Year 2007 Year 2006 Year 2005 Year 2004 

(i) Current Ratio 1.95 1.24 5.31 0.12 

(ii) Quick ratio 1.95 1.24 5.31 0.12 

(iii) Times Interest Earned Ratio 14.44 N/A N/A N/A 

(iv) Debt to Equity Ratio 0.09 0.66 0.66 0.00 

2. Operating Ratio 

(i) Accounts Receivable Earned Ratio 11.14 N/A N/A N/A 

(ii) Inventory Turnover Ratio N/A N/A N/A N/A 

(iii) Asset Turnover Ratio 0.35 N/A N/A N/A 

3. Profitability Ratio 

(i) Gross Margin Ratio N/A N/A N/A N/A 

(ii) Operating Income Ratio 0.66 N/A N/A N/A 

(iii) Net Income Ratio 0.37 N/A N/A N/A 

(iv) Return on Assets Ratio 22.40 N/A N/A N/A 

(v) Return on Equity Ratio 14.70 N/A N/A N/A 

(vi) Earnings Per Share Ratio (EPS) 29.54 N/A N/A N/A 

- 55 -

Issuer 


Issue Manager 


Additional disclosures as required by Securities and Exchange Commission in the process of approval of 

prospectus for public issue of shares of Summit Alliance Port Limited. 

Further to our report dated February 14, 2008 on the financial statements of Summit Alliance port Limited 

(hereinafter referred to as the company) for the year ended December 31,2007 and as desired by you, in response 

to certain queries raised by Securities and Exchange Commission, we confirm having examined the relevant 

information, figures and facts and give our report as follows: 

Auditors' Report: After clause (c) of the Auditors' Report to Shareholders new clause (d) to be inserted as under: 

"d) The expenditure incurred was for the purposes of the company’s business." 

Operating Profit & Loss Statement and Appropriation Account: At the bottom 

New line to be inserted as follows: 

“EARNING PER SHARE (EPS): 

i) Basic earning per share Note-22 Tk.29.54 

Calculation: (Net Profit/ No .of Shares) = (Tk.82,708,292/2,800,000) = Tk. 29.54 

Notes to the Accounts: Following amendments are made in the notes to the accounts: 

Cash Flow: 

Note- 10 – Due to proper presentation of Cash Flow Statement in direct method to be inserted in 

the following manner in place of the existing Cash Flow. 


TAKA 

TAKA 


Cash received from Customers and Others 202,829,557.00 - 

Cash paid to Suppliers and Employees (37,156,829.00) 31,899,740.00 

Cash generation from Operation 165,672,728.00 31,899,740.00 

Interest Paid 10,253,957.00 - 

Net Cash generated from Operation 155,418,771.00 31,899,740.00 



Direct method cash flow statement--BAS-7, Paragraph 18(a) 

for the year ended December 31,2007. 

Acquisition of Property (56,507,187.00) (27,695,302.00) 

Un-allocated Revenue Expenditure - (22,725,436.00) 

Net Cash used in Investing Activities (56,507,187.00) (50,420,738.00) 


Payment of Long term Borrowings (80,170,308.00) 16,059,023.00 

Payment of Short term Borrowings (11,455,925.00) 8,000,000.00 

Bank Overdraft (5,430,460.00) ( 5,404,575.00) 

Net Cash generated from Financing Activities (97,056,693.00) 18,654,448.00 

Net Increase in Cash and Cash Equivalents 1,854,891.00 133,450.00 

Cash and Cash Equivalents at Beginning of the year 142,582.00 9,132.00 

Cash and Cash Equivalents at End of the year 1,997,473.00 142,582.00 

Note-12- Transaction with related parties: 

Existing note to be replaced by the new note as under: 

There was no related party transaction as per BAS-24 during the period ended 2007, except lump sum allowance for those 

employees of Ocean Containers Limited whose services are used for Summit Alliance Port Limited for Tk.573,200/- 

- 56 -

Issuer 


Issue Manager 


Note-13 Property, Plant and Equipment: 

Existing note to be replaced by the new note as under: 

Properties, Plant & Equipment are stated at cost or valuation less accumulated depreciation. Maintenance and normal repairs 

are expensed as incurred while major renewals and improvements are capitalized. Revaluation of (i) Land and Land 

Development and (ii) Building and Prefabricated Steel were done by M/s Shafiq Basak & Co., Chartered Accountants with the 

following factors as per BAS-16: 

a) Basis of revalue of the assets is fair value and reasonable under the prevailing circumstances. 

b) The effective date of revaluation is December 31, 2007. 

c) There was an independent valuer involved 

d) No indices used to determine replacement cost 

e) The carrying amount of Land and Land Development and Building and Prefabricated Steel have been followed 

benchmark treatment of BAS-16 (Paragraph-28). 

f) Revaluation surplus has been shown under Capital Reserve for Assets Valuation. 

Note-17- Cash and Cash Equivalent: 

New sentence to be inserted after the existing note as under: 

"This excludes Bank Overdraft obtained from HSBC shown under note-37 since the overdraft is related with Term Loan 

facilities and utilized for the purpose of Capital expenditure." 

Note-22-Earning Per Share 

Basic earning per share 

In the last line Tk.29.54 to be inserted in place of Tk.41.23 . 

Diluted earning per share: Entire paragraph to be deleted. 

Note-26-Container Handling Capacity in TEUs 

Due to wrong data capacity to be deleted and be inserted as follows: 

Capacity 

Empty Container 4,000 (At any time) 

Export Container 12,000 

Import Container 24,000 

Note-29-Property, Plant and Equipments 

New explanations (iv) and (v) to be inserted in the following manner: 

(iv)Difference in un-allocated revenue expenditure shown as comparative figure of 2006 and the amount shown in last year 

audit report was due to introduction of Accounting for lease assets under finance lease in conformity to IAS-17 which was 

earlier taken under operating lease. 

(v) Un-allocated revenue expenditures were capitalized in compliance to BAS-16 (paragraph -15) and BAS-38 (paragraph - 

54) . 

Note-43-Administrative Expenses: 

In the details of administrative expenses, Directors fee to be inserted in place of Board Meeting Expenses. 

New note 45 to be inserted in the following manner: 

Note-45-Directors’ Remuneration: 

The Company did not pay any remuneration except Tk.92, 500/- as Directors fee 

To the Managing Director and Directors of the Company during the period under audit. 

After due verification, we confirm that the above facts and figures, being an integral part to the financial statements, are in 

agreement with books of accounts, documents and records maintained by Summit Alliance Port Ltd. and produced to us 

during the course of our verification carried out subsequently. 

Dated: May 06, 2008 

Yours faithfully 

Sd/- 


CHARTERED ACCOUNTANTS. 

- 57 -

Issuer 


Issue Manager 



Comparative balance sheet, income statement, statement of changes in equity, cash flow statement, 

statement of financial highlights for the immediate Preceeding four accounting years: 

As per section 135(1) of para 24(1) of Part-II of schedule III of Companies Act 1994, Summit Alliance Port 

Limited has prepared the following statement of assets and liabilities, statement of income, statement of 

Changes in Equity, statement of cash flow and statement of financial highlights for the years ended 31st 

December, 2007 2006, 2005 and for the period from 06-12-2003 to 31-12-2004 and which were submitted 

to us. 

Our responsibility is to review the audited financial statements and confirm that related information have 

been correctly extracted from the relevant financial statements. 

We have reviewed the relevant audited financial statements and confirm that the following information have 

been correctly extracted from those audited financial statements: 

A. The Statement of assets and liabilities of the Company are as under:- 

Particulars 2007 2006 2005 06-12-2003 

Taka Taka Taka to 31-12-2004 

Taka 

ASSETS: 

Non Current Assets: 

Property, Plant and Equipment Carrying Value 587,665,873 267,081,778 237,969,350 110,364,604 

Un - Allocated Revenue expenses 56,376,704 27,577,565 13,240,744 

Preliminary expenses 35,000 35,000 35,000 35,000 

587,700,873 323,493,482 265,581,915 123,640,348 

Current Assets: 

Accounts Receivables 20,012,657 - - - 

Loans,Advances & Deposits 34,527,565 48,076,549 19,976,288 17,270,510 

Inter Company Transaction - - 60,000,000 - 

Stock & Stores 1,417,126 

Cash & Cash Equivalents 1,997,473 142,582 9,133 22,876 

56,537,695 48,219,131 81,402,547 17,293,386 

TOTAL ASSETS 644,238,568 371,712,613 346,984,462 140,933,734 

SHAREHOLDERS EQUITY AND LIABILITIES 

Shareholders equity 

Issued Share Capital 200,000,000 200,000,000 200,000,000 500,000 

Capital Reserve for Asset Valuation 224,811,727 - - - 

Special Reserve for Taxholiday 55,138,861 - - - 

Proposed Dividend ( 15% ) 80,000,000 - - - 

Retained Earnings 2,708,292 - - - 

562,658,880 200,000,000 200,000,000 500,000 

Non-Current Liabilities 

Long Term Liabilities 52,555,381 132,725,689 131,666,667 - 

Current Liabilities and Provisions 29,024,307 38,986,924 15,317,795 140,433,734 

Short Term Borrowings - 8,455,925 - - 

Accounts Payable 9,901,463 - - - 

Bank Overdraft 13,460,238 18,890,698 15,291,185 140,420,717 

Advance Rental 5,000,000 8,000,000 - - 

Others Payable 662,606 3,640,301 26,610 13,017 

TOTAL LIABILITIES AND SHAREHOLDERS 

EQUITY 

644,238,568 371,712,613 346,984,462 140,933,734 

Dated: April 19, 2008. 

Sd/- 



- 58 -

Issuer 


B. The Statement of Operating result of the Company are as follows:- 

Issue Manager 



Taka 

2006 

Nil Operation 

2005 

Nil Operation 

06-12-2003 to 

31-12-2004 

Nil Operation 

Revenue 222,842,215 - - - 

Less:Operating expenses 72,150,092 - - - 

Less: Administrative expenses 2,241,012 - - - 

Less:Advertisement and Sales promotion 

expenses 350,000 - - - 

74,741,104 - - - 

Net Operating Profit 148,101,111 - - - 

Less Financial Cost 10,253,958 - - - 

Net Profit before Special Reserve 137,847,153 - - - 

Less Special Reserve for Tax-holiday 

(40%) 55,138,861 - - - 

Net Profit 82,708,292 - - - 

Less: Stock Dividend (Bonus Share) 80,000,000 - - - 

BALANCE TRANSFERRED TO BALANCE 

SHEET AS 

RETAINED EARNING 2,708,292 Nil Nil Nil 


Sd/- 



- 59 -

Issuer 


Issue Manager 


C. Statement of Changes in Equity for the period from 06-12-2003 to 31-12-2004, for the year ended December 31, 2005, 2006 and 2007: 

Year Particulars Share Capital Capital Reserve 

Tax-holiday 

Reserve 

Proposed 

Dividend 

Retained 

Earnings 

Total 

Opening Balance as at.01.01.2007 200,000,000 - - - - 200,000,000 

Net Profit after Tax-holiday Reserve - - - - 2,708,292 2,708,292 

Stock Dividend (Bonus Share) - - - 80,000,000 - 80,000,000 

2007 

Capital Reserve for Assets Valuation - 224,811,727 - - - 224,811,727 

Special Reserve for Tax-holiday - - 55,138,861 - - 55,138,861 

At the end of the year-2007 Taka: 200,000,000 224,811,727 55,138,861 80,000,000 2,708,292 562,658,880 

- 


Tax-holiday 

Reserve 

Proposed 

Dividend 

Retained 

Earnings 

Total 

Opening Balance as at.01.01.2006 200,000,000 - - - - 200,000,000 

Net Profit after Tax-holiday Reserve - - - - - - 

2006 

Stock Dividend (Bonus Share) - - - - - - 

Capital Reserve for Assets Valuation - - - - - - 

Special Reserve for Tax-holiday - - - - - - 

- 

At the end of the year-2006 Taka: 200,000,000 - - - - 200,000,000 


Tax-holiday 

Reserve 

Proposed 

Dividend 

Retained 

Earnings 

Total 

Opening Balance as at.01.01.2005 500,000 - - - - 500,000 

Share Money Received 199,500,000 - - - - 199,500,000 

2005 



Special Reserve for Taxholiday - - - - - - 

- 

At the end of the year-2005 Taka: 200,000,000 - - - - 200,000,000 


06-12-2003 to 31-12-2004 

Taxholiday 

Reserve 

Proposed 

Dividend 

Retained 

Earnings 

Share Money Received 500,000 - - - - 500,000 

Net Profit after Taxholiday Reserve - - - - - - 



Special Reserve for Taxholiday - - - - - - 

At the end of the year-2004 Taka: 500,000 - - - - 500,000 

Total 

- 


Sd/- 



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Issuer 


Issue Manager 


D. The Statement of Cash flow of the company for the year ended December 31, 2007 and 

for 

the December 31, 2006, 2005 and for the period from 06-12-2003 to 31-12- 

2004. 

Particulars 2007 2006 2005 06-12-2003 


Taka 


Cash received from Customers and Others 202,829,557 - - - 

Cash paid to Suppliers and Employees (50,705,812) - - - 

Cash generation from Operation 152,123,745 - - - 

Financial Expenses 10,253,957 - - - 

Net Cash generated from Operation 141,869,788 - - - 


Acquisition of Property (56,507,187) (27,695,302) (127,604,746) (110,364,604) 

Decreased / (Increased) in Loans, Advance & 

13,548,983 31,899,740 (49,109,311) (17,270,510) 

Deposits 

Increased in Un-allocated Revenue Expenditure - (22,725,436) (14,336,821) (13,240,744) 

Preliminary Expenses - - - (35,000) 

Net Cash used in Investing Activities (42,958,204) (18,520,998) (191,050,878) (140,910,858) 


Share Money Received - - 199,500,000 500,000 

Increased / (Decreased) in Long term Borrowings (80,170,308) 16,059,023 116,666,667 - 

Increased / (Decreased) in Short term Borrowings (8,455,925) - - 13,017 

Increased / (Decreased) in Bank Overdraft Accounts (5,430,460) (5,404,575) (125,129,533) 140,420,717 

Increased / (Decreased) in Advance against rental (3,000,000) 8,000,000 

Net Cash generated from Financing Activities (97,056,693) 18,654,448 191,037,134 140,933,734 

Total Decreased / increased in Cash and Cash 

Equivalent 

Cash and Cash Equivalent at the Beginning of the 

year 

1,854,891 133,450 (13,744) 22,876 

142,582 9,132 22,876 - 

Cash and Cash Equivalent at the End of the year 1,997,473 142,582 9,132 22,876 


Sd/- 



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Issuer 


Issue Manager 


E. The Statement of Financial Highlights of the company for the year ended December 31, 2007 and 

for the December 31, 2006, 2005 and for the period from 06-12-2003 to 31-12-2004. 

Particulars 2007 2006 2005 06-12-2003 


Taka 

Assets Employed: 

Property,Plant and 

587,665,873 267,081,778 237,969,350 110,364,604 

Equipment 

Un-Allocated Revenue Expenditure - 56,376,704 27,577,565 13,240,744 

Preliminary Expenses 35,000 35,000 35,000 35,000 

Net Current Assets 27,513,388 9,232,207 66,084,752 (123,140,348) 

Total Assets Employed TAKA: 615,214,261 332,725,689 331,666,667 500,000 

Financed By: 

Ordinary Shares 200,000,000 200,000,000 200,000,000 500,000 

Reserve and Surplus 362,658,880 - - - 

Shareholders Equity 562,658,880 200,000,000 200,000,000 500,000 

Long Term Borrowings 52,555,381 132,725,689 131,666,667 - 

Total Capital Employed TAKA: 615,214,261 332,725,689 331,666,667 500,000 

Turnover and Profit 

Net Revenue 222,842,215 - - - 

Operating Profit 137,847,153 - - - 

Net Profit 82,708,292 - - - 

Ratios: 

Earnings per share (EPS) in 

*41.225 - - - 

Tk. 

Dividend per share (DPS) in 

40 - - - 

Tk. 

Current Ratio-Times 1.95 1.24 5.31 0.12 

Return on Total Assets (%) 22.40 

Net Assets Value per share **281.33 100.00 100.00 100.00 

Dividend payout-% 96.74 - - - 

Return on Equity-% 14.7 - - - 

Sd/- 



* The auditor has certified on 06 May 2008 that Basic EPS for 2007 will be Tk. 29.54 in place of aforesaid 

Tk. 41.225. In this regard additional disclosure of the prospectus may be seen. 

** Differs with NAV shown under "determination of offering price" due to inclusion of Stock Dividend 

for Net Asset calculation by the auditor. 

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Issue Manager 


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Issuer 


Issue Manager 


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Issuer 


Issue Manager 


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Issue Manager 


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Issuer 


Issue Manager 


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Issuer 


Issue Manager 


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Issuer 


Issue Manager 


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Issue Manager 


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Issuer 


Issue Manager 


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Issuer 


Issue Manager 


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Issuer 


Issue Manager 


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Issue Manager 


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Issuer 


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Issuer 


Issue Manager 


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Issuer 


Issue Manager 


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Issuer 


Issue Manager 


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Issuer 


Application Forms 

Issue Manager 


Interested persons are entitled to a prospectus, if they desire, and that copies of prospectus may be obtained from the issuer and the issue manager. 


Application form 

APPLICATION FOR SHARES BY INVESTORS OTHER THAN NON-RESIDENT BANGLADESHI(S) 

Warning: Please read the instructions at the back of this form: Incorrectly filled applications may be rejected. 

The Managing Director 



Chittagong 

- 79 - 

Banker’s Sl. No. 

I/we apply for and request you to allot me/us the ……….number of Shares and I/we agree to accept the same or any smaller 

number that may be allotted to me/us upon the terms of the Company’s approved Prospectus and subject to the Memorandum 

and Articles of Association of the Company. Further, I/we authorize you to place my/our name(s) on the Register of Members 

of the Company and deposit the said shares to my BO (Beneficiary Owner) Account and/or a Crossed (Account Payee only) 

Cheque in respect of any application money refundable by post/courier at my/our risk to the first applicant’s address stated 

below:- 

1. No. of Ordinary Shares……………………………………………………………….………… of Tk.100.00 each per 

share. 

2. Amount of Tk(in figure), ……………….,Taka (in words)…………………..…………………………………………….only 

deposited vide Cash/Cheque/Draft/Pay Order No……………………………..……..Dated…………………………………. 

on …………………………………….Bank………………………………..….…Brach……….………………………..……. 

3. Depository (B/O) Account Number ………………………………………………………………………………..…………. 

(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid) 

4. I/we agree to fully abide by the instruction given herein. 

5. Particulars of Applicant(s). 

a) Sole/First Applicant 

Name: 

Father’s /Husband’s name: 

Mother’s name: 

Postal address: 

Occupation: 

Nationality: 

For refund warrant: Applicant’s Bank A/C No. 

Name of the Bank: 

Branch: 

b) Second Applicant 

Name: 



Postal address: 

Occupation: 

Nationality: 

6. I/we hereby declare that I/we have read the Prospectus of Summit Alliance Port Limited, and have willingly subscribed 

for ………no of shares of Tk.100.00 per share on this form. 

7. Specimen Signature(s): 

(i) Name (in block letters) 

(ii)Name (in block letters) 

Signature: 

Signature: 

………………………………………………………………………………………...…………………………………………… 

BANK’S ACKNOWLEDGMENT 

Certified that this bank has received Tk……………………….(in word)………………………………………………….. only 

from Mr./Mrs./Ms……………………………………..being the Application Money for ………………………..nos Ordinary 

Shares of Summit Alliance Port Limited. 

Banker’s Sl. No. Seal and Date Authorized Signature 

(Name & Designation)

Issuer 


Issue Manager 


Instructions: 

1. As per provision of the Depository Act, 1999 and regulations made there under shares will only be issued in dematerialized condition. Please mention your BO 

(Beneficiary Owner) account number in the Application Form. If you do not mention your valid BO (Beneficiary Owner) Account, your application will be treated as 

invalid. 

2. All information must be typed or written in full (in block letters) in English or in Bengali and must not be abbreviated. 

3. Application must be made on the Company’s printed form/photocopy or on typed copy/hand written form thereof. 

4. Application must not be for less than 50 ordinary shares and must be for a multiple of 50 ordinary shares. Any application not meeting these criterions will not be 

considered for allotment purpose. 

5. Remittance for the full amount of the shares must accompany each application and must be forwarded to any of the Bankers’ to the Issue. Remittance should be in the 

form of cash/cheque/bank draft/pay order payable to one of the Bankers’ to the Issue favoring “SUMMIT ALLIANCE PORT LIMITED” and crossed “A/C Payee 

only” and must be drawn on a bank in the same town as the bank to which the application form has been sent. 

6. In the case of a joint application form, the Allotment letter will be dispatched to the person whose name appears first on this application for m. 

7. Joint application form for more than two persons will not be accepted. In case of joint application, each party must sign the application form. 

8. Applications must be in the full name of individuals or companies or societies or trusts and not in the name of firms, minors or persons of unsound mind. Application 

from financial and market intermediary companies must be accompanied by Memorandum of Association and Articles of Associations and Certificate of Incorporation. 

9. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant makes more 

than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of application 

money may be forfeited by the Commission. 

10.The Securities and Exchange Commission has decided that the primary shares allotted to an applicant through IPO may be forfeited by SEC, if the BO 

account of the said applicant is found closed at the time of allotment of shares. So, all IPO applicants are required to keep their BO accounts operational till 

allotment of IPO shares. 

11. No receipt will be issued for the payment made with application, but the bankers will issue a provisional acknowledgement to the issue for application lodged with 

them. 

12. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained with the Bankers to the Issue, 

refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms. Otherwise, refund will be 

made only through “Account Payee” cheque(s) showing bank account number and name of bank and branch as mentioned in the application payable at Dhaka or 

Chittagong, as the case may be. 

13. Allotment shall be made solely in accordance with the instructions of the Securities and Exchange Commission. 

14. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information shall make the application 

liable to rejection and subject to forfeiture of application money and / or forfeiture of share (unit) before or after issuance of the same by the issuer. 

The said forfeited Application money or share (unit) will be deposited in account specified by the Securities and Exchange Commission (SEC). This may be in addition 

to any other penalties as may be provided for by the law. 

15. Applications which do not meet the above requirements, or applications, which are incomplete, shall not be considered for allotment purpose. 

16. The Bankers’ to the Issue shall be obliged to receive the A/C Payee Cheque(s) on the closing day of the subscription. 

17. No sale of securities shall be made nor shall any money be taken from any person, in connection with such sale until twenty five days after the prospectus 

have been published. 

Bankers to the Issue 

Dahaka Bank Limited Dhaka EPZ Br. Savar Dhaka Kawranbazar Br. Dhaka Uttara Br. Dhaka 

Local Office Br. Dhaka Board Bazar Br. Gazipur Motijheel Branch, Dhaka Gulshan-1 Br. Dhaka 

Bangshal Br. Dhaka Netaiganj Br. Narayanganj Mohakhali Br. Dhaka Panthapath Br. Dhaka 

Imamgonj Br. Dhaka Bogra Br. Bogra Malibagh Br. Dhaka Banani Br. Dhaka 

Islampur Br. Dhaka Elephant Road Br. Dhaka Mirpur Br. Dhaka Narayangonj Br. Narayangonj 

Banani Br. Dhaka Barisal Br. Barisal Z H Sikder M. C. Br. Dhaka Munshikhola Br. Dhaka 

Foreign Exchange Br. Dhaka Simrail Br. Sidderganj, N.Gonj Islampur Br. Dhaka Jubilee Road Br. Chittagong 

Dhanmondi Br. Dhaka CDA Avenue Br. Chittagong Uttara Br. Dhaka Agrabad Br. Chittagong 

Kawranbazar Br. Dhaka Joypara Br. Dohar, Dhaka North Brook Hall Br. Dhaka Khatungonj Br. Chittagong 

Uttara Br. Dhaka Biswanath Br. Sylhet Lake Circus Br. Kalabagan, Dhaka CDA Avenue Br. Chittagong 

Amin Bazar Br. Dhaka Moulavi Bazar Br. Moulavi Bazar Mohammadpur Br. Dhaka Sylhet Br. Sylhet 

Islami Banking Br. Dhaka Muradpur Br. Chittagong Pragati Sarani Br. Dhaka Khulna Br. Khulna 

Narayangonj Br. Narayangonj Golapgonj Br. Sylhet Jatrabari Br. Dhaka Rajshahi Br. Rajshahi 

Laldighipar Br. Sylhet Rajshahi Br. Rajshahi Gazipur Br. Gazipur Jessore Br. Jessore 

Agrabad Br. Chittagong Naya Bazar Br. Dhaka Savar Bazer Br. Savar, Dhaka Trust Bank Limited 

Jubilee Road Br. Chittagong Imamgonj Br. Dhaka Narayangonj Br. Narayangonj Principal Branch, Dhaka 

Khatungonj Br. Chittagong Savar Bazar Br. Savar, Dhaka Pagla Bazar Br. Narayangonj SKB Br. Dhaka 

Dutch-Bangla Bank Limited Gazipur Chowrasta Br. Gazipur Sylhet Br. Sylhet Comilla Br. Comilla 

Local Office Br., Dhaka Feni Br. Feni Anderkillah Br. Chittagong Chittagong Cantt. Br. Chittagong 

Motijheel Foreign Exchange Br. Dhaka Comilla Br. Comilla Agrabad Br. Chittagong Rangpur Cantt. Br. Rangpur 

Nababpur Br. Dhaka Jubilee Road Br. Chittagong Khatungonj Br. Chittagong Jessore Cantt. Br. Jessore 

Banani Br. Dhaka Kadamtali Br. Chittagong Jubilee Road Br. Chittagong Agrabad Br. Chittagong 

Kawran Bazar Br. Dhaka Mirzapur Br. Mirzapur Tangail Sheikh Mujib Road Br. Chittagong Dhanmondi Br. Dhaka 

Shantinagar Br. Dhaka Cox’s Bazar Br. Cox’s Bazar Pahartali Br. Chittagong Khatungonj Br. Chittagong 

Dhanmondi Br. Dhaka Lohagara Br. Chittagong Narsingdi Br. Narsingdi Gulshan Corporate Br. Dhaka 

Baburhat Br. Narsingdi Basundhara Br. Dhaka Tangail Br. Tangail Dilkusha Corporate Br. Dhaka 

Narayangonj Br. Narayangonj Ring Road Br. Dhaka Khulna Br. Khulna CDA Avenue Br. Chittagong 

B.B. Road Br. Narayangonj Manikgonj Br. Manikgonj Rangpur Br. Rangpur Sylhet Corporate Br. Sylhet 

Agrabad Br. Chittagong HSBC Bogra Br. Bogra Millenium Corporate Br. Dhaka 

Mohakhali Br. Dhaka Motijheel Branch, Dhaka Rajshahi Br. Rajshahi Uttara Corporate Br. Dhaka 

Gulshan Br. Dhaka National Bank Limited Barisal Br. Barisal Mirpur Br. Dhaka 

Mirpur Br. Dhaka Bangshal Road Br. Dhaka Comilla Br. Comilla Naval Base Br. Chittagong 

Uttara Br. Dhaka Babubazar Br. Dhaka Standard Bank Limited Kawranbazar Br. Dhaka 

Patherhat Br. Chittagong Dilkusha Br. Dhaka Principal Branch, Dhaka Narayangonj Br. Narayangonj 

Hathazari Br. Cgittagong Elephant Road Br. Dhaka Foreign Exchange Br. Dhaka 

Islampur Br. Dhaka Foreign Ex. Br. Dhaka Topkhana Road Br.,Dhaka 

Dania Br. Dhaka Gulshan Br. Dhaka Imamgonj Br. Dhaka 

Khulna Br. Khulna Imamganj Br. Dhaka Gulshan Br. Dhaka 

Sylhet Br. Sylhet Dhanmondi Br. Dhaka Dhanmondi Br. Dhaka 

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Issuer 


- 81 - 

Issue Manager 


Interested persons are entitled to a prospectus, if they desire, and that copies of prospectus may be obtained from the issuer and the issue manager. 


Application Form 

APPLICATIN FOR SHARES BY NON-RESIDENT BANGALDESH(S) 

(TO BE SENT DIRECTLY TO THE COMPANY’S CORPORATATE OFFICE) 

Warning: Please read the instructions at the back of this form: Incorrectly filled applications or failing to company with any 

of the instructions there in, application may be rejected. 

The Managing Director 



Chittagong 

I/we apply for and request you to allot me/us the following number of Shares and I/we agree to accept the same or any smaller 

number that may be allotted to me/us upon the terms of the Company’s approved Prospectus and subject to the Memorandum 

and Articles of Association of the Company. Further, I/we authorize you to place my/our name(s) on the Register of Members 

of the Company as the holder(s) of…………..Shares allotted to me/us pursuant to his application and credit the said shares to 

my BO (Beneficiary Owner) Account and/or a Crossed (Account Payee only) Cheque in respect of any application money 

refundable by post/courier at my/our risk to the first applicant’s address stated below:- 

1. No. of Shares……….……………………………………………………………………………… of Tk.100 each per share. 

2. Amount of Tk. (in figure). …………………………………., (in words)………………………………………………….only 

Convertible into US Dollar 1.00 =Tk ……………………UK Pound Sterling 1.00 =Tk. and Euro 1.00 = Tk………...……… 

3. Payment by cheque/draft no.……………………….dated…...……………….for US Dollar or UK Pound Sterling or Euro 

or Tk……….………….drawn 

on………………..………..………Bank…………………………..……………….……….Branch. 

4. Depository Owner (B/O) Account Number……………………………………………………………...…………………….. 

(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid) 

5. I/we agree to fully abide by the instruction given herein. 

6. Particulars of Applicant(s). 

a) Sole/First Applicant 

Name: 



Mailing address: 

Occupation: 

Nationality: 

Passport No. 

Valid up to: 

Date of Birth 

For refund warrant: Applicant’s Bank A/C No. 

Name of the Bank: 

Branch 

b) Second Applicant 

Name: 



Mailing address: 

Occupation: 

Nationality: 

Passport No. 

Valid up to: 

Date of Birth: 

Nominee: 

Name: 

Mailing Address: 

7. I/we hereby declare that I/we have read the Prospectus of “Summit Alliance Port Limited”, and have willingly 

subscribed for ………no of shares of Tk.100.00 each per share on this form. 

8. Specimen Signature(s): 

Sole/First Applicant: 

Second Applicant: 

Nominee: 

Name in Block Letters 

Signature

Issuer 


Issue Manager 


INSTRUCTIONS 

1. As per provision of the Depository Act, 1999 and regulations made there under shares will only be issued in dematerialized condition. Please 

mention your BO (Beneficiary Owner) account number in the Application Form. If you do not mention your valid BO (Beneficiary Owner) account, 

your application will be treated as invalid. 

2. All information must be written or typed in block letters in English and must not be abbreviated. 

3. An application must not be for less than 50 Ordinary Shares and must be for a multiple of 50 ordinary shares. Any application not meeting this 

criterion will not be considered for allotment purpose. 

4. An application must be accompanied by a foreign demand draft drawn on a bank payable at Dhaka or cheque drawn out of foreign currency 

deposit account maintained in Bangladesh for the full value of shares favoring “SUMMIT ALLIANCE PORT LIMITED” and crossed “Account 

Payee only”. 

5. An application shall be sent by the applicant directly to the Company by 14/08/2008 so as to reach the Company by 23/08/2008 Applications sent 

after 14/08/2008 or received by the Company after 23/08/2008 will not be considered for allotment purpose. 

6. Refund against over-subscription shall be made in the currency in which the value of shares was paid for by the applicant at the same rate as stated 

on the application form through Account Payee cheque payable at Dhaka with bank account number, Bank’s name and Branch as indicated in the 

securities application form. 

7. In case of over-subscription, allotment shall be made by lottery solely in accordance with the instructions by SEC. 

8. Money receipt on clearance of draft or cheque, as the case may be, shall be sent by post to the applicant by the Company. 

9. Joint application by two persons will be acceptable. In such a case, allotment or refund shall be made by post to the first applicant. 

10. Application must be made by an individual, a corporation or company, a trust or a society and not by a firm, minor or persons of unsound mind. 

11. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained with the 

Bankers to the Issue, refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO 

Application Forms. Otherwise, refund will be made only through “Account Payee” cheque(s) showing bank account number and name of bank 

branch as mentioned in the application payable at Dhaka or Chittagong, as the case may be. 

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

application shall make the Application liable to rejection and subject to forfeiture of application money and / or forfeiture of share (unit) before or 

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

and Exchange Commission (SEC). This may be in addition to any other penalties as may be provided for by the law. 

13. The intending NRB applicants shall deposit share money by US$/UK Pound Sterling/EURO draft drawn on any Bank and payable in Dhaka, 

Bangladesh, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka, supported by foreign 

currency encashment certificate issued by the concerned bank, for the value of securities applied for through crossed bank cheque marking “Account 

Payee only”. So that the issuer’s collecting bank can clear the proceeds and deposit the same into issuer bank’s account in time. 

14. The spot buying rate (TT Clean) in US Dollar, UK Pound Sterling and EURO of Sonali Bank at the day of subscription opening will be 

applicable for the Non Resident Bangladeshi (NRB) applicants. 

15. The applicant shall furnish photocopies of relevant pages of valid passports in support of his being a NRB, dual citizenship or of the 

foreign passport bearing an endorsement from the concerned Bangladeshi Embassy to the effect that no visa is required for him to travel to 

Bangladesh. 

16. In case of joint NRB application joint applicant shall also submit supporting papers /documents in support of their being a NRB as mentioned in 

para-15 (above). 

17. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an 

applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In 

addition, whole or part of application money may be forfeited by the Commission. 

18. The Securities and Exchange Commission has decided that the primary shares allotted to an applicant through IPO may be forfeited by 

SEC, if the BO account of the said applicant is found closed at the time of allotment of shares. So, all IPO applicants are required to keep 

their BO accounts operational till allotment of IPO shares. 

19. No sale of securities shall be made nor shall any money be taken from any person, in connection with such sale until 

twenty five days after the prospectus have been published. 

THE NRB APPLICATION ALONG WITH THE FOREIGN CURRENCY DRAFT, AS ABOVE, IS TO BE SUBMITTED TO THE 

COMPANY’S CORPORATE OFFICE DIRECTLY WITHIN THE STIPULATED TIME MENTIONED IN PARA 5. 

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Issuer 


Additional disclosures regarding land of Summit Alliance Port Limited 

Issue Manager 


Out of total 14.5269 acres of the land owned by the company mutation could be completed for 10.47 acres as of 30 April 2008 

and 0.3033 acres are under process of mutation. 

Balance land aggregating 3.7536 acres got registered in the name of SAPL based on correct ownership and duly muted 

documents in the name of sellers. AC land rejected to receive documents for mutation verbally saying that the Civil Aviation 

authority acquisitioned the lands vide L.A Case No. 10/95-96 dated 21-09-95. However some of the land owners have gone 

for challenging the acquisition order. 

Dated: June 11, 2008 

Sd/- 



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