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Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
“If you have any query about this document, you may consult issuer, issue manger and underwriter”<br />
<strong>PROSPECTUS</strong><br />
Public offering of 1,000,000 ordinary shares of Tk.100 each totaling Tk.100, 000,000<br />
Of<br />
SUMMIT ALLIANCE PORT LIMITED (SAPL)<br />
Opening date for subscription: August 10, 2008<br />
Closing date for subscription: August 14, 2008<br />
For Non-Resident Bangladeshi Quota, subscription closes on: August 23, 2008<br />
Manager to the Issue<br />
Alliance Financial Services Limited (AFSL)<br />
Underwriters<br />
IDLC Finance Limited<br />
Lanka Bangla Finance Limited<br />
Trust Bank Limited<br />
Bankers to the Issue<br />
Dhaka Bank Limited<br />
HSBC<br />
Standard Bank Limited<br />
Dutch Bangla Bank Limited<br />
National Bank Limited<br />
Trust Bank Limited<br />
Credit Rating Agency<br />
Credit Rating Information and Services Ltd. (CRISL)<br />
Long Term: A- Short Term: ST-3.<br />
Date of Prospectus: July 01 2008<br />
The issue shall be placed in “N” Category<br />
“CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER<br />
OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES<br />
AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2006. IT MUST BE DISTINCTLY UNDERSTOOD THAT<br />
IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL<br />
SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR<br />
FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO<br />
THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER/CHIEF<br />
FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR”<br />
- 1 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
SUMMIT ALLIANCE PORT LIMITED<br />
(A Public Company Limited by Shares)<br />
Katghar, North Patenga, Chittagong- 4204<br />
Availability of Prospectus<br />
Prospectus of Summit Alliance Port Limited may be obtained from the Issuer Company, Issue<br />
Manager, Underwriters and the Stock Exchange as follows:<br />
Company Contact Person Telephone<br />
number<br />
Summit Alliance Port Limited<br />
Corporate office Mr. Md. Abdullah Osman Sajid (Sajid) 88-02-9130845<br />
Summit Centre Accounts Executive 01730-025057<br />
18 Kawran Bazar C/A<br />
Dhaka- 1215<br />
Registered office & project Mr. Ratan Kumar Nath FCMA 031-800104-6 (PABX Line)<br />
Katghar, North Patenga Senior Manager 01714-094532<br />
Chittagong- 4204<br />
Manager to the Issue<br />
Alliance Financial Services Limited Mr. Muhammad Nazrul Islam, ACMA 88-02-9554756, 9556752<br />
Rahman Chamber Manager 01914 -566039<br />
12-13 Motijheel C/A, Dhaka- 1000<br />
Underwriters<br />
IDLC Finance Limited<br />
Bay’s Gallary,(1 st Floor) Mr. Mahmudul Bari 88-02-8834990-94<br />
57 Gulshan Avenue, Gulshan – 1 DGM, Merchant Banking Division<br />
Dhaka-1212<br />
Lankabangla Finance Limited<br />
20 Kemal Ataturk Avenue Mr. Shakil Islam Bhuiyan 88-02-9883701-10<br />
Safura Tower (11 th Floor), Banani Assistant Vice President<br />
Dhaka- 1213<br />
Trust Bank Limited<br />
Peoples Insurance Bhaban Mr. Mohammad Saleh Ahmed 88-02-9570261, 9570263<br />
36 Dilkusha C/A, Dhaka – 1000 Senior Executive officer 01713-193396<br />
Stock Exchanges<br />
Dhaka Stock Exchange Limited DSE Library 88-02-9564601-7<br />
9/F, Motijheel C/A, Dhaka-1000<br />
Chittagong Stock Exchange Limited<br />
CSE Building, 1080 Sheikh Mujib<br />
Road, Agrabad, Chittagong-4100<br />
CSE Library (031)714632-3<br />
(031)720871-3<br />
Prospectus is also available on the websites www.secbd.org, www.saplbd.com. www.allfin.org, www.dsebd.org,<br />
www.csebd.com and Public Reference room of the Securities and Exchange Commission (SEC) for<br />
reading and study.<br />
- 2 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Corporate Directory<br />
Registered office<br />
Katghar, North Patenga<br />
Chittagong- 4204<br />
Tel: 031-800104-6 (PABX Line)<br />
Fax: 880-2-740667<br />
Corporate office<br />
Summit Centre<br />
18 Kawran Bazar C/A<br />
Dhaka- 1215<br />
Tel: 880-2-9130845<br />
Fax: 880-2-9130853-54<br />
www.saplbd.com<br />
Project location:<br />
Katghar, South Patenga<br />
Chittagong- 4204<br />
Auditors<br />
Basu Banerjee Nath & Co<br />
Taher Chamber (Ground Floor)<br />
10 Agrabad Commercial Area<br />
Chittagong- 4100<br />
Tel : 031-2512931<br />
Fax : 880-031-721201<br />
Manager to the Issue<br />
Alliance Financial Services Limited.<br />
Rahman Chamber<br />
12-13 Motijheel C/A, Dhaka- 1000<br />
Tel : 9567778,9561817<br />
Fax: 880-2-9559895<br />
www.allfin.org<br />
- 3 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Table of Contents<br />
Item<br />
Page No<br />
Acronyms 6<br />
Disclosure in respect of issuance of securities in demat form 7<br />
Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 7<br />
General information 10<br />
Declarations and due diligence certificates 11<br />
Declaration about the responsibility of the Directors including the CEO of the Company<br />
in respect of the prospectus 11<br />
Consent of the Directors to Serve 12<br />
Declaration about filing of prospectus with the Registrar of Joint Stock Companies & Firms 12<br />
Due Diligence Certificate of the Manger to the Issue 13<br />
Due Diligence Certificate of the Underwriter(s) 13<br />
Risk factors & management’s perception about the risks 14<br />
Financial structure 16<br />
Use of IPO proceeds 16<br />
Description of business 16<br />
Company at a glance 16<br />
Important date 16<br />
Nature of business 17<br />
Background 17<br />
Principal products and services 17<br />
Market for SAPL services 18<br />
Relative contribution to income (as per audited accounts) 18<br />
Business plan and Marketing strategy 18<br />
Internal Control System 19<br />
Management Information System 20<br />
Associate subsidiary/related holding company and Core areas of business 20<br />
Distribution of products/services 21<br />
Competitive condition of business 21<br />
Sources and availability of raw materials and principal suppliers 21<br />
Sources of and requirement for power, gas and water or any other utilities 21<br />
Customer providing 10% or more revenues 21<br />
Contract with principal customers and suppliers 22<br />
Material patents, trademarks, license or royalty agreements 22<br />
Number of employees (as per audited accounts) 22<br />
Capacity and current utilization of facility 22<br />
Description of property 22<br />
Plan of operation and discussion of financial condition 23<br />
Internal and external sources of cash (as per audited accounts) 23<br />
Material commitment for capital expenditure 23<br />
Causes for material changes 23<br />
Seasonal aspect of the Company’s business 23<br />
Known trends, events or uncertainties 23<br />
Change in the assets of the Company used to pay off any liabilities 23<br />
Loan taken from holding/parent company or subsidiary company 24<br />
Loan given to holding/parent company or subsidiary company 24<br />
Future contractual liabilities 24<br />
Future capital expenditure 24<br />
VAT, income tax, customs duty or other tax liability 24<br />
Operating lese agreement 24<br />
Financial lease commitment 24<br />
Personnel related scheme 24<br />
Training 25<br />
Breakdown of issue expenses 25<br />
Revaluation of assets 25<br />
Transactions with subsidiary/holding company or associate companies 26<br />
- 4 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Item<br />
Page No<br />
Auditors certificate regarding allotment of shares to promoters or<br />
Sponsor shareholders for consideration other than in cash 26<br />
Material information which is likely to have an impact 26<br />
Directors and officers 26<br />
Information regarding directorship 26<br />
Directors involvement in other organization 27<br />
Family relationship among directors and top five officers 28<br />
Short bio-data of the directors 28<br />
Credit information Bureau (CIB) report 30<br />
Involvement of Directors and officers in certain legal proceedings 30<br />
Description of senior executive and departmental heads 30<br />
Certain Relationships and Related Transactions 31<br />
Transaction with related parties 31<br />
Directors Facilities 31<br />
Executive compensation 31<br />
Remuneration paid to top five officers 31<br />
Aggregate amount of remuneration paid to directors and officers (as per audited accounts) 31<br />
Remuneration paid to Director who was not an officer 31<br />
Future compensation to Director and others 31<br />
Pay increase intention 32<br />
Options granted to Directors, officers and employees 32<br />
Transaction with the Directors and subscribers to the Memorandum 32<br />
Tangible assets per share as of 31 December 2007 32<br />
Ownership of the Company’s securities 32<br />
Shareholding structure as on April 3, 2008 32<br />
Securities owned by the officers 33<br />
Determination of offering price 33<br />
Market for the securities being offered 33<br />
Declaration about listing of shares with Stock Exchange 33<br />
Trading and settlement 33<br />
Description of Securities outstanding or being offered 33<br />
Dividend, voting, pre-emption rights 33<br />
Conversion and liquidation rights 33<br />
Dividend policy 34<br />
Other rights of shareholders 34<br />
Debt securities 34<br />
Lock-in on sponsors share 34<br />
Refund of subscription money 35<br />
Subscription by and refund to non-resident Bangladeshis (NRB) 35<br />
Availability of securities 35<br />
The Offer 35<br />
Application for subscription 36<br />
Allotment 37<br />
Underwriting of shares 37<br />
Principal terms and conditions of underwriting agreement 37<br />
Underwriter’s right to represent in the Board of Directors of the Company 37<br />
Auditors report to the shareholders 38<br />
Audited Financial Statements 39<br />
Calculation of Ratio Analysis 55<br />
Auditor’s Additional Disclosures 56<br />
Auditors report under section 135(1), Para 24(1) of part II 58<br />
of schedule III to Companies Act, 1994<br />
Credit rating report of SAPL 63<br />
Application forms 79<br />
Additional disclosures regarding land of Summit Alliance Port Limited 83<br />
- 5 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Acronyms<br />
BAS<br />
SAPL<br />
CRISL<br />
IPO<br />
NRB<br />
ICD<br />
CFS<br />
OCL<br />
TEU<br />
SEC<br />
CPA<br />
DSE<br />
CSE<br />
FC<br />
FI<br />
RJSC<br />
Bangladesh Accounting Standard<br />
Summit Alliance Port Limited<br />
Credit Rating Information and Services Limited<br />
Initial Public Offering<br />
Non-Residential Bangladeshi<br />
Inland Container depot<br />
Container Freight Station<br />
Ocean Containers Limited<br />
Twenty Equivalent Units<br />
Securities and Exchange Commission<br />
Chittagong Port Authority<br />
Dhaka Stock Exchange Limited<br />
Chittagong Stock Exchange Limited<br />
Foreign Currency<br />
Financial Institution<br />
Registrar of Joint Stock Companies & Firms<br />
- 6 -
Issuer<br />
Summit Alliance Port Limited.<br />
- 7 -<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Disclosure in respect of issuance of security in Demat Form<br />
As per provision of the Depository Act, 1999 and regulations made there under, shares will only be issued in dematerialized<br />
condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and<br />
any further issuance of shares (right/bonus) will be issued in dematerialized form only.<br />
Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969<br />
Part A<br />
1. The company shall go for Initial Public Offer (IPO) for 10, 00,000.00 ordinary shares of Taka 100.00 (taka one hundred)<br />
each at par worth Taka 10, 00, 00,000.00 (Taka ten crore) only following the Securities and Exchange Commission (Public<br />
Issue) Rules, 2006, the Depository Act, 1999 and regulations made there under.<br />
2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in four national<br />
daily newspapers (in two Bangla and two English), within 03 (three) working days of issuance of this letter. The issuer shall<br />
post the full prospectus vetted by the Securities and Exchange Commission in the issuer’s website and shall also put on the<br />
websites of the Commission, stock exchanges, and the issue managers within 03 (three) working days from the date of<br />
issuance of this letter which shall remain posted till the closure of the subscription list. The issuer shall submit to SEC, the<br />
stock exchanges and the issue managers a diskette containing the text of the vetted prospectus in “MS -Word” format.<br />
3. Sufficient copies of prospectus shall be made available by the issuer so that any person requesting a copy may receive one.<br />
A notice shall be placed on the front of the application form distributed in connection with the offering, informing that<br />
interested persons are entitled to a prospectus, if they so desire, and that copies of prospectus may be obtained from the issuer<br />
and the issue managers. The subscription application shall indicate in bold type that no sale of securities shall be made, nor<br />
shall any money be taken from any person, in connection with such sale until twenty five days after the prospectus has been<br />
published.<br />
4. The company shall submit 40 (forty) copies of the printed prospectus to the Securities and Exchange Commission for<br />
official record within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the<br />
newspaper.<br />
5. The issuer company and the issue managers shall ensure transmission of the prospectus, abridged version of the prospectus<br />
and relevant application forms for NRBs through e-<strong>mail</strong>, simultaneously with publication of the abridged version of the<br />
prospectus, to the Bangladesh Embassies and Missions abroad and shall also ensure sending of the printed copies of abridged<br />
version of the prospectus and application forms to the said Embassies and Missions within five working days of the<br />
publication date by express <strong>mail</strong> service (EMS) of the postal department. A compliance report shall be submitted in this<br />
respect to the SEC jointly by the issuer and the issue managers within two working days from the date of said dispatch of the<br />
prospectus & the forms.<br />
6. The paper clipping of the published abridged version of the prospectus, as mentioned at condition 2 above, shall be<br />
submitted to the Commission within 24 hours of the publication thereof.<br />
7. The company shall maintain separate bank account(s) for collecting proceeds of the Initial Public Offering and shall also<br />
open FC account(s) to deposit the application money of the Non-Resident Bangladeshis (NRBs) for IPO purpose, and shall<br />
incorporate full particulars of said FC account(s) in the prospectus. The company shall open the abovementioned accounts for<br />
IPO purpose; and close these accounts after refund of over-subscription. Non- Resident Bangladeshi (NRB) means<br />
Bangladeshi citizens staying abroad including all those who have dual citizenship (provided they have a valid Bangladeshi<br />
passport) or those, whose foreign passport bear a stamp from the concerned Bangladesh Embassy to the effect that no visa is<br />
required to travel to Bangladesh.<br />
8. The issuer company shall apply to all the stock exchanges in Bangladesh for listing within 07(seven) working days from<br />
the date of issuance of this letter and shall simultaneously submit the vetted prospectus with all exhibits, as submitted to SEC,<br />
to the stock exchanges.<br />
9. The following declaration shall be made by the company in the prospectus, namely: -<br />
“Declaration about Listing of Shares with the Stock Exchange(s):<br />
None of the stock exchange(s), if for any reason, grants listing within 75 days from the closure of subscription, any allotment<br />
in terms of this prospectus shall be void and the company shall refund the subscription money within fifteen days from the<br />
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<br />
be. In case of non -refund of the subscription money within the aforesaid fifteen days, the company directors, in addition to<br />
the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of<br />
2% (two percent) per month above the bank rate, to the subscribers concerned. The issue managers, in addition to the issuer<br />
company, shall ensure due compliance of the above mentioned conditions and shall submit compliance report thereon to the<br />
Commission within seven days of expiry of the aforesaid fifteen days time period allowed for refund of the subscription<br />
money.”
Issuer<br />
Summit Alliance Port Limited.<br />
- 8 -<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
10. The subscription list shall be opened and the sale of securities commenced after 25 (twenty five) days of the publication<br />
of the abridged version of the prospectus and shall remain open for 5 (Five) consecutive banking days.<br />
11. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable at<br />
Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka,<br />
supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities applied for<br />
through crossed bank cheque marking “Account Payee only”. The NRB applicants shall send applications to the issuer<br />
company within the closing date of the subscription so as to reach the same to the company by the closing date plus nine days.<br />
Applications received by the company after the above time period will not be considered for allotment purpose.<br />
12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound Sterling and Euro of Sonali Bank,<br />
which shall be mentioned in the Prospectus, as prevailed on the date of opening of the subscription for the purpose of<br />
application of the NRBs and other non-Bangladeshi persons, where applicable.<br />
13. The company and the issue managers shall ensure prompt collection/clearance of the foreign remittances of NRBs and<br />
other non-Bangladeshis, if applicable, for allotment of shares.<br />
14. Upon completion of the period of subscription for securities the issuer and the issue managers shall jointly provide the<br />
Commission and the stock exchanges with the preliminary status of the subscription within 05 (five) working days, in respect<br />
of the following matters, namely: -<br />
(a) Total number of securities for which subscription has been received;<br />
(b) Amount received from the subscription; and<br />
(c) Amount of commission paid to the banker to the issue.<br />
15. The issuer and the issue managers shall jointly provide the Commission and the stock exchanges with the list of valid and<br />
invalid applicants (i.e. final status of subscription) to the Commission within 3 (three) weeks after the closure of the<br />
subscription along with bank statement (original), branch-wise subscription statement, NRB application forms (photocopy<br />
attested by the CEOs of the issuer company and the issue managers). The list of valid and invalid applicants shall be finalized<br />
after examination with the CDBL in respect of BO accounts and particulars thereof.<br />
16. The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 6(six) weeks<br />
from the date of the subscription closure) if any of the following events occur:<br />
(a) Upon closing of the subscription list it is found that the total number of valid applications (in case of under subscription<br />
including the number of the underwriter) is less than the minimum requirement as specified in the listing regulations of the<br />
stock exchange(s) concerned; or<br />
(b) At least 50% of the IPO is not subscribed.<br />
17. 10% of total public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for mutual funds and<br />
collective investment schemes registered with the Commission, and the remaining 80% shall be open for subscription by the<br />
general public. In case of under subscription under any of the 10% categories mentioned above, the unsubscribed portion shall<br />
be added to the general public category and, if after such addition, there is over subscription in the general public category, the<br />
issuer and the issue managers shall jointly conduct an open lottery of all the applicants added together.<br />
18. All the applicants shall first be treated as applied for one minimum market lot of 50 shares worth Tk.5000/-. If, on this<br />
basis, there is over subscription, then lottery shall be held amongst the applicants allocating one identification number for each<br />
application, irrespective of the application money. In case of over-subscription under any of the categories mentioned<br />
hereinabove, the issuer and the issue managers shall jointly conduct an open lottery of all the applications received under each<br />
category separately in presence of representatives from the issuer, the stock exchanges and the applicants, if there be any.<br />
19. An applicant cannot submit more than two applicants, one in his/her own name and another jointly with another<br />
person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not<br />
be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the<br />
Commission.<br />
20. The primary shares allotted to an applicant through IPO may be forfeited by SEC, if the BO account of the said<br />
applicant is found closed at the time of allotment of shares. All IPO applicants are required to keep their BO accounts<br />
operational till allotment of IPO shares.<br />
21. Lottery (if applicable) shall be held within 5 (five) weeks from closure of the subscription date.<br />
22. The company shall issue share allotment letters to all successful applicants within 6 (six) weeks from the date of the<br />
subscription closing date. Within the same time, Refund to the unsuccessful applicants shall be made in the currency in which
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
the value of securities was paid for by the applicants without any interest, through direct deposit to the applicant’s bank<br />
account as far as possible/ Account Payee Cheque/ refund warrants with bank account number, bank’s name and Branch as<br />
indicated in the securities application forms payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra, as the<br />
case may be subject to condition 19 above.<br />
Refund money of the unsuccessful applicants shall be credited directly to their respective bank accounts, who have<br />
mentioned in the IPO application forms, bank account numbers with the bankers to the issue and other banks as<br />
disclosed in the prospectus. A compliance report in this regard shall be submitted to the Commission within 7(seven) weeks<br />
from the date of closure of subscription.<br />
23. The company shall furnish the List of Allotees to the Commission and the stock exchange(s) simultaneously in which the<br />
shares will be listed, within 24 (twenty four) hours of allotment.<br />
24. In the event of under-subscription of the public offering, the unsubscribed portion of securities shall be taken up by the<br />
underwriter(s) (subject to para -16 above). The issuer must notify the underwriter to take up the underwritten shares within 10<br />
(ten) days of the subscription closing date on full payment of the share money within 15(fifteen) days of the issuer’s notice.<br />
The underwriter shall not share any underwriting fee with the issue managers, other underwriters, issuer or the sponsor group.<br />
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<br />
from the date of issuance of prospectus or commercial operation, whichever comes later:<br />
Provided that the persons, other than directors and those who hold 5% or more, who have subscribed to the shares of the<br />
company within immediately preceding two years of according consent, shall be subject to a lock -in period of one year from<br />
the date of issuance of prospectus or commercial operation, whichever comes later.<br />
26. Either a Jumbo Share (one for each of the existing Sponsors/ Directors/ Shareholders) in respect of the shares already<br />
issued shall be issued covering together respective total holding, which shall contain the expiry date of lock-in period or<br />
Sponsors/Directors/Promoters/Shareholders’ shareholding shall be converted into demat form but shall be locked-in as per<br />
the condition at para-25 above.<br />
27. In case of Jumbo Share Certificate issued to the existing Sponsors/ Directors/Shareholders, the said share certificates shall<br />
be kept under custody of a security custodian bank registered with SEC during the lock-in period. The name and branch of the<br />
bank shall be furnished to the Commission jointly by the issuer and the issue managers, along with a confirmation thereof<br />
from the custodian bank, within one week of listing of the shares with the stock exchange(s).<br />
28. In case of dematerialization of shares held by the existing Sponsors/ Directors/Shareholders, the copy of dematerialization<br />
confirmation report generated by CDBL and attested by the managing director of the company along with lock-in<br />
confirmation shall be submitted to SEC within one week of listing of the shares with the stock exchange(s).<br />
29. The company shall apply to the stock exchanges for listing within 7(seven) working days of issuance of this letter and<br />
shall simultaneously submit to the Commission attested copies of the application filed with the stock exchanges.<br />
30. The company shall not declare any benefit other than cash dividend based on the financial statement for the year ended<br />
December 31, 2007.<br />
Part-B<br />
1. The issue managers (i.e., Alliance Financial Services Limited) shall ensure that the abridged version of the prospectus and<br />
the full prospectus is published correctly and in strict conformity without any error/omission, as vetted by the Securities and<br />
Exchange Commission.<br />
2. The issue managers shall carefully examine and compare the published abridged version of prospectus on the date of<br />
publication with the copy vetted by SEC. If any discrepancy/inconsistency is found, both the issuer and the issue managers<br />
shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing copies thereof<br />
to SEC and the stock exchange(s) concerned, correcting the discrepancy/inconsistency as required under ‘Due Diligence<br />
Certificates’ provided with SEC.<br />
3. Both the issuer company and the issue managers shall, immediately after publication of the prospectus and its abridged<br />
version, jointly inform the Commission in writing that the published prospectus and its abridged version are verbatim copies<br />
of the same as vetted by the Commission.<br />
4. The fund collected through IPO shall not be utilized prior to listing with stock exchange and that utilization of the said fund<br />
shall be effected through banking channel, i.e. through account payee cheque, pay order or bank drafts etc.<br />
5. The company shall furnish report to the Commission on utilization of IPO proceeds within 15 days of the closing of each<br />
quarter until such fund is fully utilized, as mentioned in the schedule contained in the prospectus, and in the event of any<br />
irregularity or inconsistency, the Commission may employ or engage any person, at issuer’s cost, to examine whether the<br />
issuer has utilized the proceeds for the purpose disclosed in the prospectus.<br />
6. All transactions, excluding petty cash expenses, shall be effected through the company’s bank account(s).<br />
7. Proceeds of the IPO shall not be used for any purpose other than those specified in the prospectus. Any deviation in this<br />
respect must have prior approval of the shareholders in the General Meeting under intimation to SEC and stock exchange(s).<br />
- 9 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Part C<br />
1. All the above conditions imposed under section 2CC of the Securities and Exchange Ordinance, 1969 shall be incorporated<br />
in the prospectus immediately after the page of the table of contents, with a reference in the table of contents, prior to its<br />
publication.<br />
2. The Commission may impose further conditions/restrictions etc. from time to time as and when considered necessary,<br />
which shall also be binding upon the issuer company.<br />
Part D<br />
1. As per provision of the Depository Act, 1999 and regulations made there under, shares will only be issued in dematerialized<br />
condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and<br />
any further issuance of shares (including right/bonus) will be issued in dematerialized form only. An applicant (including<br />
NRB) shall not be able to apply for allotment of shares without beneficial owner account (BO account).<br />
2. The issue managers shall also ensure due compliance of all above.<br />
GENERAL INFORMATION<br />
Alliance Financial Services Limited has prepared the Prospectus from information supplied by Summit Alliance Port Limited<br />
(the Issuer Company) and also after several discussions with the Chairman, Managing Director, Directors and concerned<br />
executives of the Bank. The Directors of both Summit Alliance Port Limited and Alliance Financial Services Limited<br />
collectively and individually, having made all reasonable inquiries, confirm that to the best of their knowledge and belief, the<br />
information contained herein is true and correct in all material aspects and that there are no other material facts, the omission<br />
of which, would make any statement herein misleading. No person is authorized to give any information or to make any<br />
representation not contained in this Prospectus and if given or made, any such information and representation must not be<br />
relied upon as having been authorized by the Bank or Alliance Financial Services Limited. The Issue as contemplated in this<br />
Prospectus is made in Bangladesh and is subject to the exclusive jurisdiction of the Courts of Bangladesh. Forwarding this<br />
Prospectus to any person<br />
Resident outside Bangladesh in no way implies that the Issue is made in accordance with the laws of that country or is subject<br />
to the jurisdiction of the laws of that country. A copy of this Prospectus can be obtained from the Corporate Head Office of<br />
Summit Alliance Port Limited, Alliance Financial Services Limited, the Underwriters and the Stock Exchanges where the<br />
securities will be traded.<br />
- 10 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Declarations and Due Diligence Certificates<br />
Declaration about the Responsibility of the Directors, including the CEO<br />
of the Company “Summit Alliance Port Limited” in Respect of the Prospectus<br />
This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility<br />
for the authenticity and accuracy of the statements made, information given in the prospectus, documents, financial<br />
statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm, after making all<br />
reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no other<br />
information or documents the omission of which make any information or statements therein misleading for which the<br />
Commission may take any civil, criminal or administrative action against any or all of us as it may deem fit.<br />
We also confirm that full and fair disclosure has been made in this prospectus to enable the investors to make a well-informed<br />
decision for investment.<br />
Sd/<br />
Anjuman Aziz Khan<br />
Chairperson<br />
Sd/-<br />
Syed Ali Jowher Rizvi<br />
Managing Director<br />
Sd/-<br />
Sobera Ahmed Rizvi<br />
Director<br />
Sd/-<br />
Mohammed Latif Khan<br />
Director<br />
sd/-<br />
Dr. Syed Ali Gowher Rizvi<br />
Director<br />
Sd/-<br />
Ayesha Aziz Khan<br />
Director<br />
Sd/<br />
Faisal Karim Khan<br />
Director<br />
Sd/-<br />
Adeeba Aziz Khan<br />
Director<br />
Sd/-<br />
Syed Yasser Haider Rizvi<br />
Director<br />
Sd/-<br />
Syed Nasser Haider Rizvi<br />
Director<br />
- 11 -
Issuer<br />
Summit Alliance Port Limited.<br />
Consent of the Directors to Serve<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
We hereby agree that we have been serving as Director(s) of “Summit Alliance Port Limited" and continue to act as<br />
Director of the Company.<br />
Sd/<br />
Anjuman Aziz Khan<br />
Chairperson<br />
Sd/-<br />
Syed Ali Jowher Rizvi<br />
Managing Director<br />
Sd/-<br />
Sobera Ahmed Rizvi<br />
Director<br />
Sd/-<br />
Mohammed Latif Khan<br />
Director<br />
sd/-<br />
Dr. Syed Ali Gowher Rizvi<br />
Director<br />
Sd/-<br />
Ayesha Aziz Khan<br />
Director<br />
Sd/<br />
Faisal Karim Khan<br />
Director<br />
Sd/-<br />
Adeeba Aziz Khan<br />
Director<br />
Sd/-<br />
Syed Yasser Haider Rizvi<br />
Director<br />
Sd/-<br />
Syed Nasser Haider Rizvi<br />
Director<br />
Declaration about filling of Prospectus with the Registrar of Joint Stock Companies & Firms<br />
A dated and signed copy of the Prospectus has been filed for registration with the Registrar of Joint Stock Companies &<br />
Firms, Government of the Peoples’ Republic of Bangladesh, as required under Section 138(1) of the Companies Act, 1994,<br />
vide RJSC’s Receipt No: 0175800 dated: 01/07/2008<br />
- 12 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Due Diligence Certificate of Manager to the Issue<br />
Subject: Public offer of 1,000,000 Ordinary Shares of Tk.100/= each of Summit Alliance Port Limited.<br />
We, the under-noted Manger to the Issue to the above mentioned forthcoming issue, state as follows:<br />
1. We, while finalizing the draft prospectus pertaining to the said issue, have examined various documents and other<br />
materials as relevant for adequate disclosures to the investors, and<br />
2. On the basis of such examination and the discussions with the issuer company, it’s directors and officers, and other<br />
agencies; independent verification of the statements concerning objects of the issue and the contents of the<br />
documents and other materials furnished by the issuer company.<br />
WE CONFIRM THAT:<br />
(a) The draft prospectus forwarded to the Commission is in conformity with the documents, materials and papers<br />
relevant to the issue;<br />
(b) All the legal requirements connected with the said issue have been duly complied with; and<br />
(c) The disclosures made in the draft prospectus are true, fair and adequate to enable the investors to make a well<br />
informed decision for investment in the proposed issue.<br />
For Manager to the Issue<br />
Sd/<br />
Tapan K Podder<br />
Managing Director<br />
Alliance Financial Services Limited<br />
April 21, 2008<br />
Due Diligence Certificate of the Underwriter(s)<br />
Subject: Public offer of 1,000,000 Ordinary Shares of Tk.100/= each of Summit Alliance Port Limited<br />
We, the under-noted Underwriter(s) to the above mentioned forthcoming issue, state individually and collectively as follows:<br />
1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other<br />
documents and materials as relevant to our underwriting decision, and<br />
2. On the basis of such examination and the discussions with the issuer company, it’s directors and officers, and other<br />
agencies; independent verification of the statements concerning objects of the issue and the contents of the documents and<br />
other materials furnished by the issuer company.<br />
WE CONFIRM THAT:<br />
a. All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to<br />
the Commission has been approved by us.<br />
b. We shall subscribe and take up the un-subscribed securities against the above mentioned public issue within 15 (fifteen)<br />
days of calling up thereof by the issuer; and<br />
c. This underwriting commitment is unequivocal and irrevocable.<br />
For Underwriters<br />
Sd/- Sd/- Sd/-<br />
CEO & Managing Director Managing Director Managing Director<br />
IDLC Finance Ltd. Lanka Bangla Finance Ltd. Trust Bank Ltd.<br />
- 13 -
Issuer<br />
Issue Manager<br />
Summit Alliance Port Limited.<br />
Alliance Financial Services Limited.<br />
Risk factors & Management's perception about the risks<br />
Investment in stocks involves a high degree of risk. Investors should carefully consider all the risks and uncertainties<br />
associated to the company along with all the information provided in this prospectus before taking decision to invest in shares<br />
of SAPL.<br />
Competition may increase<br />
Off-dock services in the private sector can be operated only by the license holders provided by the Government of<br />
Bangladesh. Competition will increase in case Government issues licenses to many new operators.<br />
Management Perception<br />
Sponsors of SAPL started Off-dock business long 13 years back through its first concern Ocean Containers Limited (OCL)<br />
and has established itself as highly experienced operator in the country. Considering long relationships with the major<br />
shipping lines/agents and freight forwarding/logistic companies operating in the country and the fast growing volume of<br />
container movements (growing at double digit for the last ten years) through Chittagong Port it is expected that the company<br />
will be able to grow as well as retain its position whatever the competition arises.<br />
Full dependency on Chittagong Port<br />
Business of SAPL depends solely on operation of the Chittagong Port. Any disruption in operation of Chittagong Port will<br />
directly affect the business of the company.<br />
Management Perception<br />
Almost 90% of the trading of the country is operated through the Chittagong Port and the same situation will continue in<br />
future. The group being one of the largest and highly experienced operators shall always enjoy monopolistic role in this<br />
sector. Furthermore Bangladesh being highly import based country shall continue to be dependent on international trade<br />
despite any temporary disruption in its operation.<br />
Full dependency on International Trade<br />
Entire business of the company relates to international trade. Any disruption in international trade with Bangladesh will affect<br />
income of the company.<br />
Management Perception<br />
Due to country's high dependency on the international trade and Chittagong Port being the operator of 90% containers it is<br />
expected that no disruption in the port's operation shall remain unresolved for long.<br />
Market and technology-related risks<br />
In the global market of 21 st century, developed technology, products and services obsoletes the old service and product<br />
strategy. So the existing organization may be unable to cope up with the future needs and demands.<br />
Management Perception<br />
The management of SAPL is very much aware about this issue. They have already developed a highly qualified technical team<br />
with modern technology system and have developed one of the finest software for its operations. Management is always<br />
committed to secure best available technology in its operation.<br />
Potential change in government regulations<br />
Government regulations always have a direct impact on organizations productivity and profitability. Imposition of restriction<br />
on unstuffing and delivery of certain products by the government at any time will affect company’s profitability.<br />
Management Perception<br />
The Company’s operation is governed by the changes in regulation that occur from time to time by Chittagong Port Authority<br />
(CPA) and Customs House of Chittagong (NBR). Restriction on any rules regarding unstuffing and stuffing shall not affect a<br />
particular company but the whole Off-Dock service industry by and large.<br />
Potential changes in global trading regulations<br />
Any kind of restrictions by the export agencies/countries to use the Chittagong Port has the adverse impact on the overall<br />
business of the company.<br />
- 14 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Management Perception<br />
General restriction is not usual and can be treated as a national crisis. These situation demands top priority of any Government<br />
to resolve.<br />
Political unrest will affect the operation of the port<br />
Any unrest in the Chittagong port operation and/or transportation within the country will affect revenue of the company.<br />
Management Perception<br />
Considering the country's high dependency on the international trade vis a vis the Chittagong Port this kind of situation for<br />
long period is very much unusual.<br />
Natural disaster may disrupt the normal operation<br />
The project being close to Bay of Bengal and possibility to be affected by sea driven natural disaster like High- tide, Tsunami,<br />
etc. are very high.<br />
Management Perception<br />
The project is located inside the protection embankment constructed by the Bangladesh water development board and hence<br />
the risk of the project being affected by high- tide/ tsunami is comparatively lower. However in order to cover loses from<br />
associated risks the company has taken insurance policy for all its movable assets.<br />
Profitability of the company may reduce<br />
Net profit for the year 2007 was recorded without charging salary and benefits of Senior Management team as well as service<br />
charge for using OCL's equipment. Considering the initial stage of the company these were not charged for SAPL. Board of<br />
Directors of OCL has taken a decision not to charge for Management team up to 31 December 2007 and for equipments up<br />
to 30 June 2008 and the company has obtained the resolution from OCL.<br />
Significant increase in operational expenses of SAPL due to charging aforesaid expenses shall reduce the profitability of the<br />
company during FY 2008 and onwards.<br />
Management Perception<br />
Assuming the management expenses borne by SAPL, Net profit and EPS during the year 2007 stands at Tk.77, 800,292 and<br />
Tk.27.79 thus reducing by Tk. 4,908,000 and TK. 1.75 respectively. Considering the growing income potential of the<br />
company, impact of the said expenses will be insignificant to the profitability.<br />
Charges on the use OCL's equipment and facilities are variable depending on use. All major equipments have already been<br />
purchased by SAPL and hence use of OCL's equipment will be needed in special situations only.<br />
Project land may be acquired by Civil Aviation Authority<br />
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<br />
Aviation Authority vide L.A Case no: 10/95-96 dated 21-09-1995. Although the order is challenged in the High Court by<br />
some of the victims, there is a possibility to lose the said land which will reduce the storage capacity of the project.<br />
Management Perception:<br />
Huge population as well as residential houses is affected by this order and hence the authority appears not very serious about<br />
the acquisition as it is pending for about 13 years. On the other hand the management of SAPL has continuous effort to<br />
expand the area vis a vis capacity of the Port depending on demand. Assuming the acquisition of the Govt may be effected in<br />
the long run the company can expand its west port by purchasing and developing additional land so that operation cannot be<br />
affected.<br />
- 15 -
Issuer<br />
Summit Alliance Port Limited.<br />
Financial structure<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Financial Structure prior to IPO<br />
Taka<br />
Issued & Fully Paid up Capital as on 31 December 2007<br />
200,000,000<br />
Bonus Shares Issued on 28 February 2008<br />
80,000,000<br />
Right Shares Issued on 03 April 2008<br />
120,000,000<br />
Total 400,000,000<br />
Financial structure after IPO<br />
Ordinary shares<br />
i) Issued & fully paid up capital<br />
ii) IPO (Initial Public Offering)<br />
400,000,000<br />
100,000,000<br />
Total Capital after IPO will be 500,000,000<br />
Use of IPO proceeds and Implementation Target<br />
The proceeds of proposed offering along with the recent raising of capital from the sponsors aggregating Tk.220 million<br />
(Right Issue Tk. 120 mil. & IPO Tk. 100 mil.) shall be utilized for meeting the company’s expansion program during FY 2008<br />
as under:<br />
Particulars<br />
A. Land and Land Development<br />
Amount (Tk.)<br />
Implementation<br />
Target<br />
Land 375 Gonda @ Tk.500,000 per gonda-West 187,500,000 End October ‘08<br />
B. Warehouse:<br />
RCC Import Yard 15,000 sft civil construction-East 32,500,000 September ‘08<br />
C. Total Capital Expenditure (A+B) 220,000,000<br />
Sd/<br />
(Syed Ali Jowher Rizvi)<br />
Managing Director<br />
Company at a glance<br />
Description of business<br />
Sd/<br />
(Syed Fazlul Haque)<br />
Director (Fin. & HR)<br />
Summit Alliance Port Limited (SAPL) is one of the valuable additions to the ever expanding industry of the off-docks in the<br />
country. The company established by the Summit group in collaboration with Alliance group. SAPL is custom built to provide<br />
both ICD (Inland Container Depot) and CFS (Container Freight Station) services, offers a bonded area spread over 14.5269<br />
acres of land, 6.5 kms away from the multi-purpose berths of the Chittagong Port. After establishing the first company Ocean<br />
Containers Limited (OCL) in a leading position and gaining reasonable management expertise, SAPL is ventured in 2003 as a<br />
private limited company which was subsequently converted as public limited company on 6 March 2008.<br />
Important dates<br />
_________________________________________________________________________________________________<br />
Date of Incorporation 6 th December 2003<br />
Bond Ware House license 5 th February 2007<br />
Date of Commercial operation 20 th February 2007<br />
Conversion to Public Limited Company 06 th March 2008<br />
_________________________________________________________________________________________________<br />
- 16 -
Issuer<br />
Summit Alliance Port Limited.<br />
Nature of business<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
The principal activity of the Company is to provide Off-Dock services with Inland Container Depot (ICD) and Container<br />
freight station (CFS) having facilities for handling of both import and export cargo.<br />
Background<br />
Unlike most other global ports, the Chittagong port Authority (CPA) pursued with the storage of empty containers till the<br />
early 90’s. Considering the mammoth amount of cargo handling prospects, the government acknowledged challenges in terms<br />
of space with the CPA and paved a way for private sponsors to run off-docs. Initially the permission was issued in the year<br />
1995 for storage of empty containers alone called ICD (Inland Container Depot). Then in the year 2000 further relaxation<br />
were endorsed in the form of granting approval of CFS (Container Freight Station) activities. From February 2007, CPA<br />
approved to handle 9 imported items for all private off-dock ports.<br />
After getting permission from Chittagong Port Authority (CPA) and Customs Authority the first private off-dock company<br />
started Empty Container handling in 1985 followed by the second company Ocean Containers Ltd. (OCL), a sister concern of<br />
Summit Alliance Port Limited (SAPL) that commenced operation in 1987. In the year 2001, Ocean Containers Ltd. (OCL)<br />
commenced its CFS business.<br />
The project is located in South Patenga, Chittagong which is divided into two blocks namely East block and West block. The<br />
beach road divides the project into two blocks. East block is primarily used for handling empty containers while the west<br />
block is used for both the import & export cargos.<br />
Principal products and services<br />
Class of services<br />
Types of services/ Revenues<br />
1. Storage of empty containers (ICD) (i) Ground rent<br />
(ii)Transportation<br />
(iii)Lift on/off<br />
(iv)Documentation<br />
2. Un stuffing of import cargo (CFS-Import)<br />
(i) Cargo handling<br />
(ii) Transportation<br />
(iii) Container ground rent<br />
(iv) Lift on/off<br />
(v) Survey<br />
(vi) With/without Movement charges<br />
3. Stuffing of Warehouse and Open Yard cargo (i) Stuffing charge<br />
(CFS-Export)<br />
(ii) Labor service<br />
(iii) Ship landing (Stand by labor service)<br />
(iv) Shut out<br />
4. General Services (i) Transportation service<br />
(Prime mover & Trailer rent)<br />
Essentials of the aforesaid services provided by the company may be elaborated as under:<br />
1. Storage of empty containers (ICD)<br />
In order to ensure smooth, cheap and prompt flow of containerized exports, it is vital for container line operators to<br />
enjoy storage of Containers at a location that offers adequate space, planned storage system for easy and on demand<br />
accessibility and also affordable. These are the factors that allow cheaper freight and SAPL is pledge bound to<br />
assuring the best service levels at all times. SAPL's purpose built ICD makes room for storage up to 4,000 TEUs at<br />
any given period of time added with clear bay distinctions that permits container movements in FIFO (First In First<br />
Out) basis. SAPL deployed world class heavy duty equipment supported by a modern IT (Information Technology)<br />
platform. These services are the essential for cheaper freights which is mandatory for exporters to extract any benefit<br />
in terms of transportation cost. Presently SAPL has an Empty stock of approximately 4000, TEUs.<br />
- 17 -
Issuer<br />
Summit Alliance Port Limited.<br />
2. Un stuffing of import cargo (CFS-Import)<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
In a country which is highly dependent on imports, consignees can not afford to pay extra amount or incur delay in<br />
the discharge of cargo. As high import cost would be reflected in dearer commodity prices for the people, it is<br />
mandatory to have such services at very reasonable rates. Moreover it has been noted that most of the cargo which<br />
arrives in conventional port facilities is subjected to cargo damage due to negligence. SAPL specializes its services<br />
by deploying extra labor and proper equipment for unloading without any extra charge. Realizing the need for an<br />
ideal infrastructure, SAPL's investment in this sector reiterates on cleanliness and efficiency of facility area aimed to<br />
negate any such undesired possibilities where consignees may suffer.<br />
3. Stuffing of Warehouse and Open Yard cargo (CFS-Export)<br />
Considered as the impetus for venturing into the off-dock business, SAPL service provisions comprise of a clientwise<br />
customized service package. Total safety of cargo, extreme care in cargo handling and promptness in keeping<br />
shipping schedules is the core philosophy of the company. Acknowledging the necessity of maintaining timely<br />
shipment of goods, the company has invested heavily on manpower with the deployment of icons in the industry;<br />
heavy equipment like cranes, reach stackers, top loaders, fork lifts etc; latest software to allow real time information;<br />
a state of art facility; and last but not the least, a highly experienced and competent management.<br />
Market for the SAPL Services<br />
Main Line Operators (MLO), Shipping Agencies, Freight Forwarders, C&F Agents, Importers and Exporters are the<br />
customers of SAPL<br />
Relative contribution to Sales and Income<br />
(As per audited accounts of FY 2007)<br />
Services Revenue % to total revenue<br />
Storage of empty containers (ICD) 74,090,482 33.25<br />
Un stuffing of import cargo (CFS-Import) 110,323,824<br />
Stuffing of Warehouse and Open Yard cargo (CFS-Export) 35,252,890<br />
General Service<br />
3,175,019<br />
Total<br />
222,842,215<br />
49.51<br />
15.82<br />
1.42<br />
100.00<br />
Business Plan & Marketing Strategy<br />
A business plan is undoubtedly the most important document of any corporate entity. Business plan of SAPL is considered the<br />
guide for the company to uphold its day to day operations duly supported by financial and sales projections which forms the<br />
blue print for the company’s venture into the business fraternity. The business plan thus incorporates:<br />
a. Management<br />
a. Management<br />
b. Finance<br />
c. Marketing<br />
Based on the principles of forming a strong management that ultimately represent the company, SAPL is formed by sponsors<br />
whose reputation is well renowned in the market. Without any inclination towards questionable personnel, the sponsors of the<br />
SAPL has picked each and every member of the management team who are not only capable of discharging duties in<br />
outstanding fashion but also holds the credentials to align themselves with any expatriate considered icons in their respective<br />
trade.<br />
- 18 -
Issuer<br />
Summit Alliance Port Limited.<br />
b. Finance<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
SAPL launched itself with a paid up capital of Tk.5 lac, which subsequently increased in several occasions to adopt the<br />
financial requirements during the development stages of the company.<br />
The constant injection of Capital from sponsors ensured the developments in personnel, infrastructure, information<br />
technology, equipment, so on and so forth. A huge contingent fund was not only allocated but was made available on call<br />
basis for smooth, fast and timely completion of development works. This led to the development of the whole facility within<br />
few months of commencement. To date the company’s paid up capital stands at Tk. 400 million.<br />
c. Marketing<br />
The ultimate action shall shape the company. A faulty marketing plan is mostly to take its toll on the organization as without<br />
revenue a company can not sustain. Aided by charismatic personalities, the marketing plan of SAPL focus on sales based<br />
public relation which complimented by the state of the art facility, a price effective service package beneficial to both<br />
customers and the company it self, an array of added services and last but not the least a commitment to fast and prompt<br />
service rendering.<br />
The marketing strategy also put due emphasis on competitors activities and insists on altering and adapting to any specific<br />
requirement of the market forces which has not already been contemplated by the company.<br />
The marketing gurus of the company also keep constant watch of the global market in view of offering or creating scope for<br />
niche added services that ultimately endorse trust of the customers along with their confidence.<br />
The company has already established a track record by virtue of its facility, equipment support, IT backbone and personnel in<br />
the initial stages that have set the platform for a FULL strategy. SAPL corporate philosophy in continuing service excellence<br />
without any exception is duly supplemented by the management’s effort to improve at every section thus setting a bench mark<br />
of its own with the aim to negate any prospect of competition from others.<br />
Internal control systems are in force in following areas<br />
1. Payments<br />
2. Receipts<br />
3. Procurement and others<br />
Payments<br />
Internal Control System<br />
Before payment all vouchers are signed by Departmental head and then approved by Director Finance. After approval it is<br />
forwarded to accounts department, voucher is <strong>check</strong>ed in details and subsequently accounts department arranges for payment<br />
by crossed cheque jointly signed by Head of Finance and Managing Director.<br />
Receipts<br />
In case of Cash receipt, bills of various services prepared by Accounts Department on the basis of input data of software<br />
(Software entries are given by operation department) and after realization of bill by accounts Department, two copies of paid<br />
bill are given to the clients. One copy of them is submitted to Operations department for clearance. Operation department<br />
<strong>check</strong>s the aforesaid bill and arrange for clearance. Services are given to the clients in a predetermined rate. In case of credit<br />
business, Operation Department prepares the bill and forward to Accounts department for realization. Accounts department<br />
<strong>check</strong> the bill and send to the clients for realization within due time.<br />
Procurement and others<br />
In case of procurement of various goods in cash, respective departments take permission in writing from Executive Director.<br />
In case of credit purchase respective department place written order to the supplier after taking permission from ED.<br />
Budgetary control system also followed by the company. Actual and budgeted performance report analyzed in every month<br />
and submitted to higher authority for consideration. No payment is made without fund sanctioned by respective higher<br />
authority.<br />
- 19 -
Issuer<br />
Summit Alliance Port Limited.<br />
Operational Activity<br />
Management Information System (MIS)<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
At present any type of container movement is recorded and maintained by the software. This is for both empty containers and<br />
laden containers going in and coming out of the depot. Along with container movement, all types of cargo which is entering in<br />
our premises are also kept in our records through the software. Through this it is easy to print all official documents through a<br />
print option from the software, such as: Terminal receipt (TR), Equipment Interchange Receipt (EIR), Landing and Labor<br />
money receipt, Prattayan Patra etc.<br />
Accounts and HR<br />
Accounts and HR also maintains all types of required data in the software.<br />
Data Store and Backup:<br />
SAPL centrally uses one Dell 2600 server to keep all software data. For data backup the organization is using Tape drive in<br />
the server. An extra CD writer is included in the server so that any information can copy at any point in time. Another server<br />
is installed at a different location with mirroring and thus if by any chance main server goes down, it is possible to retrieve<br />
data from the mirror server.<br />
Along with the multiple backup facilities, MIS department also routinely (end of each week) makes CD all of the database and<br />
hand over to Executive Director-Operations. This CD is also being kept outside depot premises and hence data can be<br />
retrieved (if needed) at any time.<br />
Computerization of Accounts and Operation<br />
Following software are using for accounts and operations:<br />
Accounts<br />
1. Vista GL<br />
Operations<br />
1. Container Management Software<br />
2. CFS Cargo Management Software<br />
Associate, subsidiary/related Holdings Company and Core areas of business<br />
The company established jointly by the Summit Group and Alliance Group. The sponsors of SAPL have significant control on<br />
the following associated companies:<br />
Summit Group<br />
Company name<br />
Summit Power Limited<br />
United Summit Costal Oil Limited<br />
Summit Industrial & Mercantile Corporation Pvt. Ltd.<br />
Cosmopolitan Traders Pvt. Ltd.<br />
Summit Shipping Ltd.<br />
Marble Di Currara Pvt. Ltd.<br />
Khulna Power Co. Ltd.<br />
Ocean Containers Ltd.<br />
Core business area<br />
Power Generation<br />
Supply of Fuel Oil<br />
Investment & power Generation<br />
Trading<br />
Trading<br />
Marble Products Trading<br />
Power Generation<br />
Off-dock services<br />
- 20 -
Issuer<br />
Summit Alliance Port Limited.<br />
Alliance Group<br />
Company name<br />
Alliance Holdings Ltd.<br />
Global Beverage Company Ltd.<br />
Ocean Containers Ltd.<br />
Alliance Knit Composite Limited<br />
Alliance Media Limited<br />
Alliance Properties Limited<br />
Ejab Alliance Limited<br />
PEB Steel Alliance Limited<br />
Union Accessories Limited<br />
Union Knitting & Dyeing Limited<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Core Business area<br />
Investment<br />
Carbonated Soft drinks<br />
Off-dock services<br />
Knit Garments Export<br />
Media & Advertisement<br />
Real Estate Developer<br />
Artificial Insemination of Cattle/Bull Station<br />
Fabrication of Steel Building Materials<br />
Narrow Fabric Weaving<br />
Knit Garment Export<br />
SAPL does not have any Subsidiary/related Holding company.<br />
Distribution of product/services<br />
Main customers of the company include Main Line Operators (MLO), Shipping Agencies, Freight Forwarders, C&F Agents,<br />
Importers and Exporters. The company provides its services from its depots located in Chittagong. Marketing activities are<br />
provided from both the Chittagong Registered office and Dhaka Corporate office.<br />
Competitive Condition of the business<br />
The following twelve companies are operating in the off-dock industry:<br />
Sl No. Name of Private Depot Location<br />
01 Sea Farers Ltd. North Patenga<br />
02 Ocean Containers Ltd. Katghar, Patenga<br />
03 Summit Alliance Port Ltd. Katghar, Patenga<br />
04 Fisco Bangladesh Ltd. North Patenga<br />
05 QNS Container Services Ltd. CEPZ<br />
06 Iqbal Enterprise(Depot) Ltd. Kalurghat<br />
07 Shafi Motors Ltd. Sagorika Road<br />
08 K & T Logistics Ltd. Chittagong EPZ<br />
09 Esack Brothers Ind’s Ltd. Port Market<br />
10 Shah Majidia Rahmani Container Terminal Patenga<br />
11 Port Link Bhatiary<br />
12 Chittagong Container Transportation Company Ltd. Port Market<br />
Sources and availability of raw materials and principal suppliers<br />
Off-dock is a service based on infrastructure and hence no need for any raw material.<br />
Sources of, and requirement for power, gas and water or any other utilities<br />
The company requires electricity for operation and general purpose. Main source of Electricity is Bangladesh Power<br />
Development Board (BPDB), but the company has Power Generating sets to meet the emergency in case of BPDB failure.<br />
Water, Gas and other utility services are provided by related government authorities.<br />
Customers providing 10% or more revenues<br />
The company has the following one major customer who provided more than 10% revenue during the first year of operation:<br />
Name Address Contribution to Total % of Contribution<br />
Revenue<br />
APL Bangladesh Pvt. Ltd<br />
Finlay House, Agrabad,<br />
Chittagong<br />
31,773,331 14.26%<br />
- 21 -
Issuer<br />
Summit Alliance Port Limited.<br />
Contract with principal customers and suppliers<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
The Company provides its off-dock services to APL Bangladesh Ltd., Finlay House, Agrabad, Chittagong as per the agreed<br />
terms between the parties. Features of the agreed terms with APL are:<br />
1. Period : 5 Years<br />
2. Minimum Volume : 700 TEUs / Month<br />
3. Rate : Fixed Tk. 3.412 million per month.<br />
4. Volume exceeding minimum target : Tk. 4200 for every 20 feet container.<br />
Tk. 5800 for every 40 feet container.<br />
No contract exists with any of the suppliers of the organization.<br />
Material patents, trademarks, licenses or royalty agreements<br />
The company has taken following licenses to provide off- dock services<br />
Licenses<br />
Import Registration<br />
Bonded Ware House License (East & West)<br />
Issuing Authority<br />
Import & Exports Authority, Chittagong<br />
Customs House, Chittagong<br />
In addition general licenses like Trade License, Clearance from Environment, Fire License etc. has taken by the company as<br />
usual requirement.<br />
Number of employees<br />
(As on 31 December, 2007)<br />
Full-time of employees 80<br />
Temporary employees 31<br />
Total Employees 121<br />
Capacity and current utilization of the facility<br />
(As on 31 December, 2007)<br />
Service Category<br />
Capacity in TEUs<br />
Utilization in 2007 % of Capacity<br />
East West Total<br />
(TEUs)<br />
Utilization<br />
Empty Container 4,000<br />
71,077<br />
(At any time) -- 4,000<br />
(In & Out)<br />
N/A<br />
Export Container<br />
-- 12,000 12,000 7,000 58<br />
Import Container<br />
-- 24,000 24,000 12,795 53<br />
Note: Capacity shown above represents for 12 months while the utilization shown for 10 months.<br />
Description of property<br />
A) The Company owns the following fixed assets at written down value as on December 31, 2008<br />
(As per audited accounts)<br />
Name of the Assets<br />
Written Down Value<br />
As at 31 st December 2007<br />
Land and Land Development 523,046,665<br />
Building and Prefabricated Steel 19,025,657<br />
Plant and Equipment 33,718,082<br />
Furniture and Fixtures 344,964<br />
Vehicle 10,891,851<br />
Office Equipment 638,654<br />
Total 587,665,873<br />
B) All the above-mentioned assets are situated at Company’s project site and office premises and are in good operating<br />
condition.<br />
C) The company does not have plant & machinery as it’s operation is based on Land, Structure & Handling Equipment.<br />
- 22 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
D) All the assets of the Company are in its own name except -<br />
(i) Out of total 14.5269 acres of the land owned by the company mutation could be completed for 10.47 acres as of<br />
30 April 2008 and 0.3033 acres are under process of mutation.<br />
Balance land aggregating 3.7536 acres got registered in the name of SAPL based on correct ownership and duly<br />
muted documents in the name of sellers. AC land rejected to receive documents for mutation verbally saying that the<br />
Civil Aviation authority acquisitioned the lands vide L.A Case No. 10/95-96 dated 21-09-95. However some of the<br />
land owners have gone for challenging the acquisition order.<br />
(ii) Pre-fabricated structure as well as plant & machineries acquired under lease Finance from IIDFC. For Prefabricated<br />
Steel Components, Kato Crane, TCM Forklifts (2 units) lease, the lessor is Industrial Infrastructure<br />
Development Finance Company Limited (IIDFC). The term of the lease is 5 Years (60 Months) and starting from 25<br />
July 2006 and will be expired on 25 June 2011.<br />
E) For mortgage of properties against borrowings from banks please refer to note- 36 of the audited financial statements.<br />
Plan of Operation and Discussion on Financial Condition<br />
Internal and external sources of fund<br />
Internal sources<br />
(As per audited accounts)<br />
31 December 07 (Amount in Taka)<br />
Share capital 200,000,000<br />
Capital reserve 224,811,727<br />
Tax- Holiday reserve 55,138,861<br />
Proposed dividend 80,000,000<br />
Retained earnings 2,708,292<br />
Sub-total 562,658,880<br />
External Sources<br />
Bank Loan (Net of current maturity) 52,555,381<br />
Sub-total 52,555,381<br />
Total 615,214,261<br />
Bank Loan was taken from HSBC, Dhaka Branch against two Term Loan agreements. The tenure of the loan was 3 Years<br />
payable in 36 equal monthly installments effective from April 2005. The loan bears interest @ 2.10% p.a bellow the banks<br />
lending rate. First agreement amounting Tk. 150 million already been fully amortized in March 2008 and the other will expire<br />
after March 2009.<br />
Material commitment for capital expenditure<br />
The followings are the capital expenditure Commitments for year 2008 to be met from the proceeds of recent right issue and<br />
IPO:<br />
a. Land : Tk. 187,500,000<br />
b. Ware House : Tk. 32,500,000<br />
Total : Tk. 220,000,000<br />
Causes for material changes<br />
Year 2007 was the first year of operation and hence no material changes in operation could be identified.<br />
Seasonal aspect of the company’s business<br />
With the increase/ decrease in imports and exports through Chittagong Port, the business of the company also changes.<br />
Known trends, events or uncertainties<br />
Country's international trade has been growing very fast. Political unrest, flood and natural calamities are the known events<br />
that may affect the business operations of the company.<br />
Changes in the assets of the company used to pay off any liabilities<br />
No asset of the company has been disposed off to pay liabilities of the company.<br />
- 23 -
Issuer<br />
Summit Alliance Port Limited.<br />
Loan taken from Holdings/parent Company or subsidiary company<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
The Company has no Holdings/ Parent company or subsidiary company and hence there is no question of taking loan.<br />
Loan given to Holdings/parent Company or subsidiary company<br />
The Company has no Holdings/ Parent company or subsidiary company and has not given any loan from such party.<br />
Future contractual liabilities<br />
The company has not, as on 31 st December 2007, entered into any future contractual liability and has no plan to enter into any<br />
such contractual obligation with in next 1 year other than normal course of business.<br />
Future capital expenditure<br />
The company does not have any capital expenditure plan during FY 2008 except the details of utilization plan given under the<br />
“Use of IPO proceeds and Implementation Target”.<br />
VAT, income tax, customs duty or other tax liability<br />
VAT<br />
SAPL does not have any outstanding VAT up to December 2007 and there is no pending VAT liability against operations of<br />
the company.<br />
Income tax<br />
The company commenced its operation on 20 th February 2007 and applied for Tax holiday on 28/6/2007, which is rejected by<br />
the National Board of Revenue (NBR) 28/8/2007. But the company has submitted review application against rejection of taxholiday<br />
on 23/3/2008. Lately on 22 June 2008 approved the Tax holiday of the company up to 31 January 2011. However<br />
adequate provision was made for income tax for first year of operation which may now be considered as Tax holiday reserve.<br />
Since the first year of operation completed on December 31, 2007 necessary return will be submitted in due course. Income<br />
tax returns for the pre-operative period submitted within the scheduled time and assessment completed up to assessment year<br />
2007-08.<br />
Custom duty or other liabilities including Contingent Liability<br />
Payment of Excise Duty and VAT to Chittagong Customs Authority amounting to Tk.2, 067,382 on import of Pre-fabricated<br />
steel structure is under dispute since April 25, 2006. In this regard a case is pending for settlement with the High Court<br />
Division of the Supreme Court of Bangladesh. Bank guarantee in this regard was provided in favor of Chittagong Port<br />
Authority.<br />
Operating lease agreement<br />
SAPL does not have any Operating Lease agreement with any organization as on 31 st December 2007.<br />
Financial lease and other financial commitment<br />
SAPL has a lease agreement with Industrial Infrastructure Development Finance Company Limited (IIDFC) for procurement<br />
of Steel structure, crane and Forklifts. The Particulars of Lease agreements are as under<br />
1. Lessor : Industrial Infrastructure Development Finance Company Limited (IIDFC)<br />
2. Lease amount : BDT 25,000,000.00 (BDT Twenty Five Million) only.<br />
3. Lease equipment : Pre- fabricated Steel Components, Kato Crane, TCM Forklifts (2 units)<br />
4. Term : 5 Year (60 Months)<br />
5. Interest Rate : 17% per annum.<br />
6. Monthly rental : BDT 621,320.00 (BDT six hundred twenty one thousand three hundred twenty) only per month.<br />
7. Expiry date : 25 June, 2011<br />
Personnel related scheme<br />
SAPL is a new venture of the sponsors who own the Ocean Containers Limited (OCL). In order to reap the benefits of OCL’s<br />
expertise in management, SAPL has been receiving the management services from OCL up to this date. So the employees<br />
- 24 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
avails all the personnel related benefits from OCL. However the company is in a formulation stage of a service rule which will<br />
be effective in the near future.<br />
Training<br />
SAPL arranges continuous training program to their employees for continuous development.<br />
Breakdown of issue expenses<br />
The total IPO expenses are estimated as follows:<br />
Particulars Rate Amount In Tk<br />
Manager to the Issue fee 1% of public offering 1,000,000<br />
Credit Rating fee Fixed 500,000<br />
Underwriting commission ( 0.50%)<br />
0.50% on<br />
50% of IPO amount<br />
250,000<br />
SEC fee<br />
Application fee Fixed 10,000<br />
Consent fee 0.15% of issued capital 150,000<br />
Fees related to the stock exchanges<br />
Application fee 10,000<br />
Listing fees for stock exchanges (DSE & CSE)<br />
0.25% on 10 crore and @0.15%<br />
for rest amount of Paid up Capital<br />
Range (10,000 - 20 lac)<br />
1,700,000<br />
CDBL fees and expenses<br />
Documentation fee 2,500<br />
Initial Public Offering fee 0.00025 on Total IPO 25,000<br />
Commission expenses<br />
Bankers to the Issue commission<br />
0.1% on Amount Collected<br />
(Assumed 10 Times)<br />
1,000,000<br />
Expenses related to printing and publication<br />
Printing of prospectus 4,000 pcs X Tk. 80 Per copy 320,000<br />
Post Issue Expenses 1,700,000<br />
Publication of abridged version of prospectus in four national Dailies 300,000<br />
Printing of forms 1,00,000 pcs X Tk. 1 per copy 100,000<br />
Lottery related expenses including BUET fee Estimated 104,500<br />
Other expenses -<br />
Total 7,172,,000<br />
Revaluation of assets<br />
The Company has made revaluation of its assets in FY 2007 and reflected in the Financial Statements of that year. Particulars<br />
of the valuer and summary of report are as follows:<br />
Name<br />
: Shafiq Basak & Co.<br />
Qualification<br />
: Chartered Accountant Firm<br />
Work done : 31 st December 2007<br />
Reason for Revaluation<br />
: To incorporate the fair present value of the major assets of the company in the<br />
financial statements.<br />
Itemizing Separately showing comparison<br />
Particulars<br />
Asset Value Before Revaluation<br />
(Tk.)<br />
Revalued Amount<br />
(Tk.)<br />
Land & Land Development 307,393,407 529,095,200<br />
Building and Prefabricated Steel Structure 17,570,066 20,680,000<br />
Total (Tk.) 324,963,473 549,775,200<br />
Methodology of Valuation<br />
Valuation was done at current market price allowing possible appreciation and depreciation considering the cost components<br />
incorporated in the structural works which have been reflected in each category of structure.<br />
- 25 -
Issuer<br />
Summit Alliance Port Limited.<br />
Transaction with subsidiary/Holdings Company or associate companies in last Five years<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
The company does not have any subsidiary or holdings company and as such question of transaction does not arise. As an<br />
associate company of both the Summit group as well as Alliance group, the company has extended temporary loan to the<br />
following associated companies during FY 2005:<br />
1. Summit Shipping Limited Tk. 37,000,000<br />
2. Alliance Holdings Limited Tk. 23,000,000<br />
The aforesaid amount recovered in full during FY 2006.<br />
Auditors certificate regarding allotment of shares to promoters or sponsor shareholders<br />
for consideration other than cash.<br />
This is to certify that Summit Alliance Port Limited has not allotted shares for consideration other than in cash to any<br />
shareholders, including its promoters and/or sponsor shareholders, excepting Bonus shares of Tk 80 million against 40% stock<br />
dividend declared on financial year ended 31 December 2007 as approved by the shareholders in its AGM held on 28-02-<br />
2008.<br />
Date: April 10, 2008<br />
Sd/<br />
Basu Banerjee Nath & Co<br />
Chartered Accountant<br />
Material information which is likely to have an impact<br />
There is no other material information which is likely to have an impact on the offering or change the terms and conditions<br />
under which the offer has been made to the public.<br />
Information regarding directorship<br />
Directors and officers<br />
Sl<br />
No<br />
Name of Director<br />
Position<br />
Age<br />
(Years)<br />
Nominee of<br />
Date of<br />
becoming a<br />
Director for the<br />
first time<br />
Date of<br />
expiration<br />
of current<br />
term<br />
Period of<br />
nomination<br />
1 Mrs. Anjuman Aziz Khan Chairperson 54 06-12-2003 *<br />
2 Mr. Syed Ali Jowher Rizvi Managing 55 06-12-2003 *<br />
Director<br />
3 Mrs. Sobera Ahmed Rizvi Director 55 06-12-2003 *<br />
4 Mr. Latif Khan Director 50 Cosmopolitan<br />
Traders Pvt. Ltd<br />
09-02-2008 * Until further<br />
intimation.<br />
5 Dr. Syed Ali Gowher Rizvi Director 58 Alliance<br />
Holdings Ltd.<br />
09-02-2008 * Until further<br />
intimation.<br />
6 Ms. Ayesha Aziz Khan Director 27 06-12-2003 *<br />
7 Ms. Adeeba Aziz Khan Director 25 28-02-2008 *<br />
8 Mr. Faisal Karim Khan Director 23 Summit<br />
09-02-2008 * Until further<br />
Industrial and<br />
intimation.<br />
Mercantile<br />
Corporation Pvt<br />
Ltd.<br />
9 Mr. Syed Yasser Haider Director 27 27-09-2006 *<br />
Rizvi<br />
10 Mr. Syed Nasser Haider<br />
Rizvi<br />
Director 23 27-09-2006 *<br />
* According to the Articles of Association of the company, at the Ordinary General Meeting one third of the directors for<br />
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.<br />
- 26 -
Issuer<br />
Summit Alliance Port Limited.<br />
Directors' involvement in other organization<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Sl<br />
No.<br />
1<br />
2<br />
Name and Position in SAPL<br />
Mrs. Anjuman Aziz Khan,<br />
Chairperson<br />
Mr. Syed Ali Jowher Rizvi,<br />
Managing Director<br />
3 Mrs. Sobera Ahmed Rizvi, Director<br />
4<br />
5<br />
Mr. Latif Khan, Director<br />
(Nominated by Cosmopolitan<br />
Traders Pvt.Ltd.)<br />
Dr. Syed Ali Gowher Rizvi,<br />
Director<br />
(Nominated by Alliance Holdings<br />
Ltd.)<br />
6 Ms. Ayesha Aziz Khan, Director<br />
Involvement in other organization<br />
Name of the Organization<br />
Ocean Containers Ltd.<br />
Summit Power Ltd.<br />
Summit Industrial & Mercantile Corporation (Pvt) Ltd.<br />
Summit Equities Ltd.<br />
Summit Shipping Ltd.<br />
Cosmopolitan Traders (Pvt.) Ltd.<br />
Summit Properties & Construction Co. (Pvt.) Ltd.<br />
Summit Pipeco Ltd.<br />
Marble Di Currara(Pvt.) Ltd.<br />
Baridhara Properties Ltd.<br />
Summit Electricity Ltd.<br />
Summit Euro Refinery Ltd.<br />
Mongla Oil Mills Ltd.<br />
Summit Purbanchol Power Co. Ltd.<br />
Summit Uttaranchol Power Co. Ltd.<br />
Summit Alliance Port Ltd.<br />
Ocean Containers Ltd.<br />
Alliance Holdings Ltd.<br />
Global Beverage Company Ltd.<br />
Union Accessories Ltd.<br />
Union Knitting & Dyeing Ltd.<br />
Alliance Knit Composite Ltd.<br />
PEB Steel Alliance Ltd.<br />
Alliance Properties Ltd.<br />
Summit Alliance Port Ltd.<br />
Global Beverage Company Ltd.<br />
Ocean Containers Ltd.<br />
Alliance Holdings Ltd.<br />
Summit Alliance Port Ltd.<br />
Ocean Containers Ltd.<br />
Summit Industrial & Mercantile Corporation (Pvt) Ltd.<br />
Summit Power Ltd.<br />
Summit Shipping Ltd.<br />
Cosmopolitan Traders (Pvt.) Ltd.<br />
Baridhara Properties Ltd.<br />
Summit Purbanchol Power Co. Ltd.<br />
Summit Uttaranchol Power Co. Ltd.<br />
Syenergy Services<br />
Summit Alliance Port Ltd.<br />
Ocean Containers Ltd.<br />
Summit Alliance Port Ltd.<br />
Ocean Containers Ltd.<br />
Summit Power Ltd.<br />
Summit Industrial & Mercantile Corporation (Pvt) Ltd.<br />
Summit Equities Ltd.<br />
Summit Shipping Ltd.<br />
Cosmopolitan Traders (Pvt.) Ltd.<br />
Baridhara Properties Ltd.<br />
Mongla Oil Mills Ltd.<br />
Summit Purbanchol Power Co. Ltd.<br />
Summit Uttaranchol Power Co. Ltd.<br />
Summit Alliance Port Ltd<br />
Position<br />
Director<br />
Do<br />
Do<br />
MD<br />
Director<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Chairperson<br />
MD<br />
Do<br />
Do<br />
Director<br />
Do<br />
Do<br />
MD<br />
Director<br />
MD<br />
Chairperson<br />
Director<br />
Chairperson<br />
Director<br />
Director<br />
Do<br />
Do<br />
MD<br />
Director<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Director<br />
Director<br />
Director<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
Do<br />
- 27 -
Issuer<br />
Summit Alliance Port Limited.<br />
Sl<br />
No.<br />
Name and Position in SAPL<br />
7 Ms Adeeba Aziz Khan<br />
8<br />
Mr. Faisal Karim Khan<br />
(Nominated by Summit Industrial<br />
& Mercantile Corporation (Pvt.)<br />
Ltd.)<br />
Involvement in other organization<br />
Name of the Organization<br />
Ocean Containers Ltd.<br />
Summit Industrial & Mercantile Corporation (Pvt) Ltd.<br />
Summit Alliance Port Ltd.<br />
Ocean Containers Ltd.<br />
Summit Industrial & Mercantile Corporation (Pvt) Ltd.<br />
Summit Power Ltd.<br />
Cosmopolitan Traders (Pvt.) Ltd.<br />
Summit Alliance Port Ltd.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Position<br />
Director<br />
Do<br />
Do<br />
Director<br />
Do<br />
Vice-Chairman<br />
Director<br />
Do<br />
9<br />
10<br />
Mr. Syed Yasser Haider Rizvi,<br />
Director<br />
Mr. Syed Nasser Haider Rizvi,<br />
Director<br />
Ocean Containers Ltd.<br />
Alliance Holdings Ltd.<br />
Global Beverage Company Ltd.<br />
Summit Alliance Port Ltd.<br />
Ocean Containers Ltd.<br />
Alliance Holdings Ltd.<br />
Global Beverage Company Ltd.<br />
Summit Alliance Port Ltd.<br />
DMD<br />
Director<br />
DMD<br />
DMD<br />
DMD<br />
Director<br />
DMD<br />
DMD<br />
Family relationship among Directors and top five officers<br />
Name of the Director Status Relationship<br />
Mrs. Anjuman Aziz Khan Chairman Mother of Ms. Ayesha Aziz Khan & Ms. Adeeba Aziz Khan ,Paternal<br />
aunty of Mr. Faisal Karim Khan and sister-in law of Mr. Latif Khan<br />
Mr. Syed Ali Jowher Rizvi<br />
Managing<br />
Director<br />
Husband of Mrs. Sobera Ahmed Rizvi ,<br />
Father of Mr. Syed Yasser Haider Rizvi & Mr. Syed Nasser Haider Rizvi<br />
and Brother of Dr. Syed Ali Gowher Rizvi.<br />
Short bio-data of the directors<br />
Mrs. Anjuman Aziz Khan, Chairperson<br />
Mrs. Anjuman Aziz Khan Wife of Mr. Muhammed Aziz Khan has 20 years of business experience. Mrs. Khan is the member<br />
of Siraj Khaleda Trust- a social wing of Summit Group, which is setting up a 200 beds hospital for medical service on<br />
charitable basis in Dhaka Cantonment. She enthusiastically takes part & contributes to social activities such as Assistance of<br />
Blind Children and women’s entrepreneurship development.<br />
Mr. Syed Ali Jowher Rizvi,Managing Director<br />
Mr. Syed Ali Jowher Rizvi son of Late Syed Nasiruddin Haider Rizvi was born on 19 th March 1953 in a respected Muslim<br />
family .He has completed his MBA degree in International Finance and Accounting from Indiana University, USA as well as<br />
earned MA in Economics with Honors from Dhaka University.<br />
After completion of his Masters degree from Dhaka University he worked for BCCI (O) Ltd. Bangladesh in two phases. At<br />
the same time he was engaged with Institute of Business Administration (IBA) as a part time (Honorary) Lecturer. From<br />
March 1991 to June 1997 he served Union Bank Zambia Ltd., Zambia as its founder Managing Director. From 1997 his<br />
entrepreneurship skill developed in the sectors of Off-dock, Carbonated Soft Drinks, Textile, Gas Pipeline Construction,<br />
Prefabricated Steel, Real Estate Development, Media, IT , Dairy products, Transportation and Banking.<br />
On honorary basis, he is also currently teaching Executive MBA at North South University, Dhaka.<br />
- 28 -
Issuer<br />
Summit Alliance Port Limited.<br />
Ms Sobera Ahmed Rizvi, Director<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Ms. Sobera Ahmed Rizvi wife of Mr Syed Ali Jowher Rizvi was born on 21 st August 1953. She has completed her MA with<br />
honors in Economics from Dhaka University in 1975.She is the founder Director and past chairperson of Himadri Limited (a<br />
Public Listed Company) and Rabeya Flour Mills Limited. Presently she is serving Alliance Holdings Limited & Global<br />
Beverage Co Ltd. as Chairperson.<br />
Mr. Md. Latif Khan, Director<br />
Mr. Md. Latif Khan was born on 28 December 1958 in Dhaka. He pursued BA in Public Administration at Dhaka University,<br />
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<br />
a stockbroker and a financial analyst at Prudential Insurance of America where he received numerous sales achievement<br />
awards and worked as a Financial Officer at Wells Fargo Bank in California. He returned to Bangladesh in 1997 and thereof<br />
joined Summit Group as the Managing Director of Summit Shipping Limited. Mr. Khan has established himself as a sound<br />
and dynamic businessman of the country.<br />
Dr. Syed Ali Gowher Rizvi, Director<br />
Dr. Syed Ali Gowher Rizvi completed his M.A. in Contemporary & International History, University of Dhaka and was<br />
placed First Class in 1970. After that he completed his PhD in Commonwealth Studies, Trinity College, University of Oxford<br />
in 1976. He started his career with University of Canterbury, New Zealand as a Research Fellow & Lecturer in History &<br />
Politics and passed his long Career with different institute in different countries. Now he is serving in Kennedy School of<br />
Government, Harvard University as Director (The Ash Institute for Democratic Governance and Innovations). He is also<br />
involved with consultancy and advisory work in various countries. He is member of Editorial Board of Journal of<br />
Contemporary South Asia, Oxford, Journal of the Bangladesh Institute of International and Strategic Studies (Dhaka), and The<br />
Round Table: The Journal for Commonwealth Affairs, London etc.<br />
Ms. Ayesha Aziz Khan, Director<br />
Ms. Ayesha Aziz Khan was born in 1981. After completion of her ‘O’ Level and ‘A’ Level from Bangladesh she went for<br />
higher studies to U.K and completed her graduation in Economics and Business from the University College, London (UCL)<br />
in 2002. Ms. Ayesha Aziz Khan has successfully done her MBA from Columbia University, USA where she is placed among<br />
the top 5% students of the batch. She has joined Summit Group in management position. Presently Ms. Khan is holding the<br />
position of Director in several companies.<br />
Ms. Adeeba Aziz Khan, Director<br />
Ms. Adeeba Aziz Khan, Daughter of Mr. Muhammad Aziz khan was born on 14 June 1983. She has completed her Bar<br />
Vocational Course from Inns of Court School of Law, UK on 2005. From July 2006 she worked with Dr. Kamal Hossain &<br />
Associates, Bangladesh as Pupil, after that she involved herself with Drew & Napier LLC, Singapore as an International<br />
Lawyer.<br />
Mr. Faisal Karim Khan, Director<br />
Mr. Faisal Karim Khan was born on 29 th July 1985.He has completed Mechanical Engineering with Finance degree from<br />
Imperial College London (ICL), UK on June 2007. From February 2007 he has engaged himself with Ocean Containers Ltd.<br />
and Summit Alliance Ports Ltd as a Director. After that he has increased his responsibility by taking the Directorship of<br />
Summit Industrial and Mercantile Corporation Ltd. and Cosmopolitan Traders ltd.<br />
Mr. Syed Yasser Haider Rizvi, Director<br />
Mr. Syed Yasser Haider Rizvi son of Mr. Syed Ali Jowher Rizvi was born on 14 th January 1981. He completed his Bachelor<br />
degree with Honors in Economics from University College London (UCL), London, UK. He has started his Career with<br />
Standard Chartered Bank. Then he engaged himself as a Deputy Managing Director of Global Beverage Co Ltd. Since August<br />
2007 he has also joined Ocean Containers Ltd. as Deputy Managing Director.<br />
Mr. Syed Nasser Haider Rizvi, Director<br />
Mr. Syed Nasser Haider Rizvi the youngest son of Mr. Syed Ali Jowhel Rizvi was born on 6 th November 1984. He completed<br />
his Bachelor degree in Management from Bentley College, Boston, USA. From February 2007 he has taken the responsibility<br />
of Global Beverage Co Ltd as Director (Marketing), which includes monitoring and supervision of marketing activities of all<br />
Virgin Drinks and ZAM ZAM Cola Products. And from August 2007 he also took the responsibility of Ocean Containers Ltd<br />
as Deputy Managing Director.<br />
- 29 -
Issuer<br />
Summit Alliance Port Limited.<br />
Credit Information Bureau (CIB) report<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
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<br />
loan defaulter in terms of the CIB report of the Bangladesh Bank.<br />
Involvement of Directors and Officers in Certain legal proceedings<br />
No director or officer of the Company was involved in any of the following types of legal proceedings in the last ten years:<br />
a. Any bankruptcy petition filed by or against company of which any officer or director of the issuer company filing the<br />
prospectus was a director, officer or partner at the time of the bankruptcy.<br />
b. Any conviction of director, officer in a criminal proceeding or any criminal proceeding pending against him.<br />
c. Any order, judgment or decree of any court of competent jurisdiction against any director, Officer permanently or<br />
temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director or officer in any type of<br />
business, securities or banking activities.<br />
d. Any order of the Securities and Exchange Commission, or other regulatory authority or foreign financial regulatory<br />
authority, suspending or otherwise limiting the involvement of any director or officer in any type of business, securities or<br />
banking activities.<br />
Description of senior executives and department heads<br />
Name<br />
Mr. Syed Ali Jowher<br />
Rizvi<br />
Mr. Syed Yasser<br />
Haider Rizvi<br />
Mr. Syed Nasser<br />
Haider Rizvi<br />
Mr.Faisal Karim<br />
Khan<br />
Mr. Syed Fazlul<br />
Haque<br />
Captain Asif<br />
Mahmood<br />
Position<br />
Managing Director<br />
DMD-Head of<br />
Business<br />
Development &<br />
Customer Service<br />
DMD- Head of<br />
Information<br />
technology<br />
DMD- Head of<br />
Procurement &<br />
Equipment<br />
Maintenance<br />
Director- Head of<br />
Finance & HR<br />
Director- Head of<br />
Operation<br />
Educational<br />
Qualification<br />
MBA,<br />
MA(Economics)<br />
Date of Joining in<br />
the Company<br />
Names (s) of organization<br />
worked during the last<br />
five years<br />
06-12-2003 1. Managing Director:<br />
Ocean Containers Ltd.<br />
Alliance Holdings Ltd.<br />
Global Beverage Co Ltd.<br />
2. Director &<br />
Shareholder, National<br />
Housing and Finance<br />
Investments Ltd.<br />
B.Sc. (Economics) 27-09-2006 1. DMD, Global Beverage<br />
Co.Ltd<br />
2. DMD, Ocean Containers<br />
Ltd.<br />
3. Manager (ATM, SIGCAP<br />
& CHEQUE BOOKS),<br />
Standard Chartered Bank<br />
4.Graduate Associate<br />
Program, Standard<br />
Chartered Bank<br />
B.Sc. (Management) 27-09-2006 1. Director (Marketing),<br />
Global Beverage Co. Ltd.<br />
2. DMD, Ocean Containers<br />
Ltd.<br />
Mechanical<br />
09-02-2008 1. Director, Summit<br />
Engineering with<br />
Industrial and Mercantile<br />
Business Finance<br />
Corporation Ltd.<br />
2. Director, Cosmopolitan<br />
Traders Ltd.<br />
3. Director, Ocean<br />
Containers Ltd.<br />
FCA 01-01-2005 1. MD, GlaxoSmithKline<br />
BD Ltd.<br />
Master Mariner 01-11-1999 1.Director (Operation),<br />
Ocean Containers Ltd.<br />
- 30 -
Issuer<br />
Summit Alliance Port Limited.<br />
Transaction with related parties<br />
Certain Relationships and Related Transactions<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Neither any proposed transaction nor had any transaction during the last three years except the relationship described in note –<br />
12 of revised audited financial statement, between the issuer and any of the following persons:<br />
a. Any director or executive officer of the issuer;<br />
b. Any director or officer;<br />
c. Any person owning 5% or more of the outstanding shares of the issuer;<br />
d. Any member of the immediate family (including spouse, parents, brothers, sisters, Children, and in-laws) of any of the<br />
above persons.<br />
e. Any transaction or arrangement entered into by the issuer or its subsidiary for a person who is currently a director or in any<br />
way connected with a director of either the issuer company or any of its subsidiaries/holding company or associate<br />
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<br />
issuance of prospectus.<br />
f. Any loan either taken or given from or to any director or any person connected with the director, any loan taken from any<br />
such person who did not have any stake in the issuer, its holding company or its associate concerns prior to such loan.<br />
Directors' facilities<br />
No director enjoyed any interest (pecuniary and non-pecuniary) and facilities except directors fees Tk. 92,500 until 31 st<br />
December 2007 considering the initial period of the company.<br />
Executive Compensation<br />
Remuneration paid to top five salaried officers<br />
All the top five executives of the company as named earlier are employees of the associate company OCL and hence no<br />
remuneration charged on SAPL account considering the initial period of the company. In this regard management obtained a<br />
resolution in the 4 th board meeting of OCL dated 2 nd May 2008 confirming that OCL will not also charge in future for<br />
sharing of management and equipments up to 31 December 2007.<br />
Aggregate amount of remuneration paid to directors and officers<br />
(As per audited accounts)<br />
Group<br />
Amount paid<br />
For the Year ended 31 December,2007<br />
Director fee Tk. 92,500<br />
Officers<br />
Tk. 1,272,573*<br />
Salaries & benefits – including management emoluments<br />
* This includes Tk. 573,200 representing salary and allowances for the shared service personnel of OCL. Balance amount paid<br />
to the employees (Payroll & contractual) of the company.<br />
Remuneration paid to any director who was not an officer<br />
The company did not pay any remuneration to any director who was not an officer during the last accounting year.<br />
Future compensation to Directors or officers<br />
Considering the initial period is over the Board in its meeting held on 07 January , 2008 approved payment of salary and<br />
benefits to the senior management team effective from 01 January, 2008 as under:<br />
Sl<br />
No.<br />
Name of employee Position Annual<br />
Remuneration<br />
1. Mr. Syed Ali Jowher<br />
Rizvi<br />
2. Mr. Syed Yasser Haider<br />
Rizvi<br />
- 31 -<br />
Fringe Benefits<br />
Managing Director 1,920,000 Company’s Car ,<br />
reimbursement of<br />
utilities<br />
DMD-Business<br />
1,512,000 Company’s Car<br />
Development & Customer<br />
Service<br />
DMD- Information<br />
1,512,000 Company’s Car<br />
technology<br />
1,512,000 Company’s Car<br />
3. Mr. Syed Nasser Haider<br />
Rizvi<br />
4. Mr.Faisal Karim Khan DMD- Procurement &<br />
Equipment Maintenance<br />
5 Mr. Syed Fazlul Haque Director-Finance & HR 1,800,000 Company’s Car<br />
6. Captain Asif Mahmood Director- Operation 1,560,000 Company’s Car<br />
Note: First four employees of the above list are shareholding Director also.
Issuer<br />
Summit Alliance Port Limited.<br />
Pay increase intention<br />
Periodical review of salary and benefits of the employees falls due in January every year.<br />
Options granted to Directors, officers and Employees<br />
The company has not granted any option to directors, officers or employees.<br />
Transaction with the Directors and Subscribers to the Memorandum<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
a. The Director and subscribers to the memorandum have not received any benefits directly or indirectly other than stock<br />
dividend and directors fees since inception.<br />
b. The issuer also has not received any assets from its Directors and subscribers to the memorandum except fund against<br />
allotment of shares.<br />
Tangible assets per share as of 31 December 2007<br />
Particulars<br />
Taka<br />
Ordinary Share Capital 200,000,000<br />
Reserves (including tax-holiday reserve) 279,950,588<br />
Retained Earnings (as per Balance sheet on December 31, 2007) 2,708,292<br />
Net Asset 482,658,880<br />
Less: Intangible Asset ( Preliminary Expenses) 35,000<br />
Net Tangible Asset 482,623,880<br />
Total Ordinary Share 2,000,000<br />
Net tangible assets per share 241.31<br />
Net Tangible assets per share (without considering tax-holiday reserve) 213.74<br />
Sl<br />
No.<br />
Shareholdings structure as on April 3, 2008<br />
Ownership of the Company’s Securities<br />
Name of Shareholder Address Status No of<br />
Shares<br />
01 Mrs. Anjuman Aziz Khan<br />
02 Ms. Adeeba Aziz Khan<br />
03<br />
Summit Industrial. &<br />
Mercantile Cor.(Pvt.)Ltd.<br />
04 Ms. Ayesha Aziz Khan<br />
05<br />
Cosmopolitan Traders (Pvt.)<br />
Ltd.<br />
06 Alliance Holdings Ltd.<br />
07 Ms. Azeeza Aziz Khan<br />
08 Mr. Syed Ali Jowher Rizvi<br />
09 Mrs. Sobera Ahmed Rizvi<br />
10<br />
11<br />
Mr. Syed Yasser Haider<br />
Rizvi<br />
Mr. Syed Nasser Haider<br />
Rizvi<br />
12 Mr. Muhammed Aziz Khan<br />
14/A,Shahid Sharani Road.<br />
Dhaka Cantonment, Dhaka<br />
14/A,Shahid Sharani Road.<br />
Dhaka Cantonment, Dhaka<br />
14/A,Shahid Sharani Road.<br />
Dhaka Cantonment, Dhaka<br />
% of<br />
total<br />
Shareho<br />
ldings<br />
Designation<br />
in the<br />
Company<br />
Director 300,000 7.500 -<br />
Director 360,000 9.000 -<br />
Represented by<br />
Mr. Faisal Karim<br />
Khan<br />
300,000 7.500 DMD<br />
14/A,Shahid Sharani Road.<br />
Dhaka Cantonment, Dhaka<br />
Director 360,000 9.000 -<br />
The Summit Center,<br />
Represented by<br />
18,Kawran Bazar C/A, Dhaka Mr. Latif Khan<br />
300,000 7.500 -<br />
Represented by<br />
House # A/15,Road # 117,<br />
Dr. Syed Ali<br />
Gulshan, Dhaka<br />
Gowher Rizvi<br />
1,997,200 49.930 -<br />
14/A,Shahid Sharani Road.<br />
Dhaka Cantonment, Dhaka<br />
Shareholder 360,000 9.000 -<br />
House # A/15,Road # 117,<br />
Gulshan, Dhaka<br />
Director 700 0.0175 MD<br />
House # A/15,Road # 117,<br />
Gulshan, Dhaka<br />
Director 700 0.0175 -<br />
House # A/15,Road # 117,<br />
Gulshan, Dhaka<br />
Director 700 0.0175 DMD<br />
House # A/15,Road # 117,<br />
Gulshan, Dhaka<br />
Director 700 0.0175 DMD<br />
14/A,Shahid Sharani Road.<br />
Dhaka Cantonment, Dhaka<br />
Shareholder 20,000 0.500 -<br />
Total 4,000,000 100 -<br />
- 32 -
Issuer<br />
Summit Alliance Port Limited.<br />
Securities owned by the officers<br />
No officer except sl nos 3,8,10 & 11 of the above schedule own shares of the company as on 03 April 2008.<br />
Determination of offering Price<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
The offer price of the ordinary share of Summit Alliance Port Limited has been determined at par value. The Net Asset value<br />
stands at Tk 241.32 based on audited financial statements as on 31 December 2007.However it stands at Tk. 170.66<br />
(Stockholder Equity/No of shares i.e. 682,658,880/4,000,000) as on 03 April 2008 considering the issued Bonus and Right<br />
shares before proposed IPO. If the tax-holiday reserve is not considered as a part of reserve (since the application for taxholiday<br />
was not approved by NBR, which is now pending due to appeal made to the authority) the NAV stands as on 31<br />
December 2007 at Tk. 213.76 per share and as on 03 April 2008 at Tk. 156.88 per share.<br />
Market for the Securities Being Offered<br />
The issuer shall apply to the following two Stock Exchanges within 7 (seven) working days from the date of consent accorded<br />
by the SEC to issue prospectus:<br />
Dhaka Stock Exchange Limited and Chittagong Stock Exchange Limited<br />
9/F, Motijheel C/A<br />
CSE Buildng, 1080 Sk. Mujib Road<br />
Dhaka-1000.<br />
Agrabad, Chittagong-4100<br />
Declaration about listing of shares with the stock exchange(s)<br />
None of the stock exchanges(s), if for any reason, grants listing within 75 days from the closure of subscription, any allotment<br />
in terms of this prospectus shall be void and the company shall refund the subscription money within fifteen days from the<br />
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<br />
be.<br />
In case of non-refund of the subscription money within the aforesaid fifteen days, the company directors, in addition to the<br />
issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2%<br />
(two percent) per month above the bank rate, to the subscribers concerned.<br />
The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions and<br />
submit compliance report thereon to the Commission within seven days of expiry of the aforesaid fifteen days time period<br />
allowed for refund of the subscription money.<br />
Trading and settlement<br />
Trading and settlement regulation of the stock exchanges shall apply in respect of trading and settlement of the shares of the<br />
Company.<br />
Dividend, voting, pre-emption rights<br />
Description of Securities outstanding or being offered<br />
The Share Capital of the company is divided into Ordinary Shares, carrying equal rights to vote and receive dividend in terms<br />
of the relevant provisions of the Companies Act 1994 and the Articles Association of the company. All shareholders shall<br />
have the usual voting right in person or by proxy in connection with, among others, election of Director & Auditors and other<br />
usual agenda of General Meeting – Ordinary or Extra Ordinary. On a show of hand, every shareholder present in person and<br />
every duly authorized representative of a shareholder present at a General Meeting shall have one vote and on a poll every<br />
shareholder present in person or by proxy shall have one vote for every share held by him or her.<br />
In case of any additional issue of shares for raising further capital the existing shareholders shall be entitled to Right Issue of<br />
shares in terms of the guidelines issued by the SEC from time to time.<br />
Conversion and liquidation rights<br />
In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in<br />
force, the shares of the Company are freely transferable. The Company shall not charge any fee for registering transfer of<br />
shares. No transfer shall be made to a firm, an infant or person of unsound mind.<br />
- 33 -
Issuer<br />
Summit Alliance Port Limited.<br />
Dividend policy<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
a. The profit of the Company, subject to any special right relating thereto created or authorized to be created by the<br />
Memorandum of Association and subject to the provisions of the Articles of Association, shall be divisible among the<br />
members in proportion to the amount of capital paid-up on the shares held by them respectively.<br />
b. No large dividend shall be declared than is recommended by the Directors, but the Company in its General Meeting may<br />
declare a smaller dividend. The declaration of Directors as to the amount of Net profit of the Company shall be conclusive.<br />
c. No dividend shall be payable except out of the profits of the Company or any other undistributed profits. Dividend shall not<br />
carry interest as against the Company.<br />
d. The Directors may from time to time pay the members such interim dividend as in their judgment the financial position of<br />
the Company may justify.<br />
e. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer.<br />
f. No limitation in payment of dividend is stipulated in any debt instrument or otherwise.<br />
Other rights of stockholders<br />
In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in<br />
force, the shares of the Company are transferable. The Company shall not charge any fee, other than Government duties for<br />
registering transfer of shares. No transfer shall be made to a minor or person of unsound mind.<br />
The Directors shall present the financial statements as required under the law & International Accounting Standard. Financial<br />
statements will be prepared in accordance with the International Accounting Standards consistently applied throughout the<br />
subsequent periods and present with the objective of providing maximum disclosure as par law and International Accounting<br />
Standard to the shareholders regarding the financial and operational position of the company. The shareholders shall have the<br />
right to receive all periodical statement and reports, audited as well as un audited, published by the company from time to<br />
time.<br />
The shareholder Holdings minimum of 10% shares of paid-up capital of the company shall have the right to requisition extra<br />
ordinary General Meeting of the company as provided for the section 84 of the Companies Act 1994.<br />
Debt Securities<br />
The company did not issue any debt securities nor have any plan to issue within next six months.<br />
Lock-in on Sponsors' Shares<br />
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<br />
years from the date of issuance of prospectus or commercial operation, whichever comes later.<br />
Provided that the persons, other than directors and those who hold 5% or more, who have subscribed to the shares of the<br />
company within immediately preceding two years of according consent, shall be subject to a lock-in period of one year from<br />
the date of issuance of prospectus or commercial operation, whichever comes later.<br />
Sl.<br />
No<br />
Name Status No of<br />
share hold<br />
Amount<br />
(Taka)<br />
%<br />
Holdings<br />
Date of<br />
acquisition<br />
1 Mrs. Anjuman Aziz Khan Director 300,000 30,000,000 7.50 N/A<br />
2 Mr. Syed Ali Jowher Rizvi Director 700 70,000 0.0175 N/A<br />
3 Ms. Adeeba Aziz Khan Director 360,000 36,000,000 9.00 N/A<br />
4 Summit Industrial. &<br />
Shareholder 300,000 30,000,000 7.50 N/A<br />
Mercantile Cor.(Pvt.)Ltd.<br />
5 Ms. Ayesha Aziz Khan Director 360,000 36,000,000 9.00 N/A<br />
6 Cosmopolitan Traders (Pvt.) Shareholder 300,000 30,000,000 7.50 N/A<br />
Ltd.<br />
7 Mrs. Sobera Ahmed Rizvi Director 700 70,000 0.0175 N/A<br />
8 Mr. Syed Yasser Haider Rizvi Director 700 70,000 0.0175 N/A<br />
9 Mr. Syed Nasser Haider Rizvi Director 700 70,000 0.0175 N/A<br />
10 Alliance Holding Ltd. Shareholder 1,997,200 199,720,000 49.93 N/A<br />
11 Mr. Muhammed Aziz Khan Shareholder 20,000 2,000,000 0.50 06-12-2003<br />
12 Ms. Azeeza Aziz Khan Shareholder 360,000 36,000,000 9.00 N/A<br />
Total 4,000,000 400,000,000 100.00<br />
Expiry<br />
date<br />
lock-in<br />
of<br />
- 34 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Refund of Subscription money<br />
In case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are<br />
among the Bankers to the Issue, refund amount will be credited directly into the respective bank accounts. Otherwise, refund<br />
will be made only through “Account Payee” cheque(s) with bank account number and name of bank branch as mentioned in<br />
the application payable at Dhaka or Chittagong, as the case may be. Accordingly the number of the bank account along with<br />
name of bank and branch must be indicated in the application form.<br />
Subscription by and Refund to non-resident Bangladeshi (NRB)<br />
1. A Non-Resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable at<br />
Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka,<br />
supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities applied for<br />
through crossed bank cheque marking “Account Payee only”.<br />
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<br />
rate of exchange mentioned in the securities application form.<br />
3. Refund against oversubscription shall be made in the currency in which the value of securities was paid for by the applicant<br />
through Account Payee bank cheque payable at Dhaka with bank account number, Bank’s name and Branch as indicated in<br />
the securities application form. If the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained<br />
with the Bankers to the Issue and other banks as mentioned below, refund amount of those applicants will be directly credited<br />
into the respective bank accounts as mentioned in their IPO Application Forms.<br />
Availability of securities<br />
1. The offer<br />
Particulars No. of Shares Amount in Tk.<br />
A. 10% of IPO of Ordinary Shares shall be reserved for Non 100,000 10,000,000<br />
Resident Bangladeshis<br />
B. 10% of IPO of Ordinary Shares shall be reserved for Mutual 100,000 10,000,000<br />
funds and Collective Investment schemes registered with the<br />
Commission<br />
C. Remaining 80% of IPO of Ordinary Shares shall be opened for 800,000 80,000,000<br />
subscription by the General Public.<br />
Total 1,000,000 100,000,000<br />
2) All securities as stated in sub -rule (1) shall be offered for subscription and subsequent allotment by the issuer, subject to<br />
any restriction which may be imposed, from time to time, by the SEC.<br />
3) In case of over-subscription under any of the categories mentioned in sub-rule (1), the issue manager shall conduct an open<br />
lottery of all applications received under each category separately in accordance with the letter of consent issued by the SEC.<br />
4) In case of under subscription under any of the 10% categories mentioned in sub-rule (1), the un-subscribed portion shall be<br />
added to the general public category and, if after such addition, there is over-subscription in the general public category, the<br />
issuer and the issue manager shall jointly conduct an open lottery of all the applicants added together.<br />
5) In case of under subscription of the public offering, the un-subscribed portion of securities shall be taken up by the<br />
underwriters.<br />
6) The lottery as stated in sub-rule (3) and (4) shall be conducted in presence of representatives from the issuer, the stock<br />
exchanges, and the applicants, if there be any.<br />
- 35 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Application for subscription<br />
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<br />
SAPL’s Printed Application forms. Application Forms and Prospectus may be obtained from the Registered Office of the Bank, members of<br />
the Dhaka Stock Exchange Ltd. and/ or Chittagong Stock Exchange Limited or from the bankers to the Issue. In case adequate forms are not<br />
available, applicants may use photocopied / cyclostyled / hand written/typed copies of the forms. Applications must not be for less than 50<br />
shares. Any application not meeting this criterion will not be considered for allotment purpose.<br />
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<br />
form.<br />
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<br />
of unsound mind. Applications from insurance, financial and market intermediary companies must be accompanied by Memorandum and<br />
Articles of Association.<br />
4. An applicant cannot submit more than two applications, one in his own name and another jointly with another person which is applicable<br />
for both Non-Resident Bangladeshi (NRB) as well as other than Non-Resident Bangladeshi Applicants. In case, an applicant makes more<br />
than two applications, those in excess of two applications shall not be considered for allotment purpose.<br />
5. Bangladeshi Nationals (including non-resident Bangladeshi Nationals residing abroad) and Foreign Nationals shall be entitled to apply for<br />
shares.<br />
6. Payment for subscription by investors other than Non -Resident Bangladeshi may be made to the said branches/office of the banks<br />
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<br />
sent and be marked “SUMMIT ALLIANCE PORT LIMITED.” And shall bear the crossing “A/C Payee Only” and must be drawn on a<br />
bank in the same town of the bank to which application form is deposited.<br />
7. All completed application forms, together with remittances for the full amount payable on application, shall be lodged by investors other<br />
than non-resident Bangladeshis with any of the branches of the Bankers’ to the Issue.<br />
Dhaka Bank Limited Dhaka EPZ Br. Savar Dhaka Kawranbazar Br. Dhaka Uttara Br. Dhaka<br />
Local Office Br. Dhaka Board Bazar Br. Gazipur Motijheel Branch, Dhaka Gulshan-1 Br. Dhaka<br />
Bangshal Br. Dhaka Netaiganj Br. Narayanganj Mohakhali Br. Dhaka Panthapath Br. Dhaka<br />
Imamgonj Br. Dhaka Bogra Br. Bogra Malibagh Br. Dhaka Banani Br. Dhaka<br />
Islampur Br. Dhaka Elephant Road Br. Dhaka Mirpur Br. Dhaka Narayangonj Br. Narayangonj<br />
Banani Br. Dhaka Barisal Br. Barisal Z H Sikder M. C. Br. Dhaka Munshikhola Br. Dhaka<br />
Foreign Exchange Br. Dhaka Simrail Br. Sidderganj, N.Gonj Islampur Br. Dhaka Jubilee Road Br. Chittagong<br />
Dhanmondi Br. Dhaka CDA Avenue Br. Chittagong Uttara Br. Dhaka Agrabad Br. Chittagong<br />
Kawranbazar Br. Dhaka Joypara Br. Dohar, Dhaka North Brook Hall Br. Dhaka Khatungonj Br. Chittagong<br />
Uttara Br. Dhaka Biswanath Br. Sylhet Lake Circus Br. Kalabagan, Dhaka CDA Avenue Br. Chittagong<br />
Amin Bazar Br. Dhaka Moulavi Bazar Br. Moulavi Bazar Mohammadpur Br. Dhaka Sylhet Br. Sylhet<br />
Islami Banking Br. Dhaka Muradpur Br. Chittagong Pragati Sarani Br. Dhaka Khulna Br. Khulna<br />
Narayangonj Br. Narayangonj Golapgonj Br. Sylhet Jatrabari Br. Dhaka Rajshahi Br. Rajshahi<br />
Laldighipar Br. Sylhet Rajshahi Br. Rajshahi Gazipur Br. Gazipur Jessore Br. Jessore<br />
Agrabad Br. Chittagong Naya Bazar Br. Dhaka Savar Bazer Br. Savar, Dhaka Trust Bank Limited<br />
Jubilee Road Br. Chittagong Imamgonj Br. Dhaka Narayangonj Br. Narayangonj Principal Branch, Dhaka<br />
Khatungonj Br. Chittagong Savar Bazar Br. Savar, Dhaka Pagla Bazar Br. Narayangonj SKB Br. Dhaka<br />
Dutch-Bangla Bank Limited Gazipur Chowrasta Br. Gazipur Sylhet Br. Sylhet Comilla Br. Comilla<br />
Local Office Br., Dhaka Feni Br. Feni Anderkillah Br. Chittagong Chittagong Cantt. Br. Chittagong<br />
Motijheel Foreign Exchange Br. Dhaka Comilla Br. Comilla Agrabad Br. Chittagong Rangpur Cantt. Br. Rangpur<br />
Nababpur Br. Dhaka Jubilee Road Br. Chittagong Khatungonj Br. Chittagong Jessore Cantt. Br. Jessore<br />
Banani Br. Dhaka Kadamtali Br. Chittagong Jubilee Road Br. Chittagong Agrabad Br. Chittagong<br />
Kawran Bazar Br. Dhaka Mirzapur Br. Mirzapur Tangail Sheikh Mujib Road Br. Chittagong Dhanmondi Br. Dhaka<br />
Shantinagar Br. Dhaka Cox’s Bazar Br. Cox’s Bazar Pahartali Br. Chittagong Khatungonj Br. Chittagong<br />
Dhanmondi Br. Dhaka Lohagara Br. Chittagong Narsingdi Br. Narsingdi Gulshan Corporate Br. Dhaka<br />
Baburhat Br. Narsingdi Basundhara Br. Dhaka Tangail Br. Tangail Dilkusha Corporate Br. Dhaka<br />
Narayangonj Br. Narayangonj Ring Road Br. Dhaka Khulna Br. Khulna CDA Avenue Br. Chittagong<br />
B.B. Road Br. Narayangonj Manikgonj Br. Manikgonj Rangpur Br. Rangpur Sylhet Corporate Br. Sylhet<br />
Agrabad Br. Chittagong HSBC Bogra Br. Bogra Millenium Corporate Br. Dhaka<br />
Mohakhali Br. Dhaka Motijheel Branch, Dhaka Rajshahi Br. Rajshahi Uttara Corporate Br. Dhaka<br />
Gulshan Br. Dhaka National Bank Limited Barisal Br. Barisal Mirpur Br. Dhaka<br />
Mirpur Br. Dhaka Bangshal Road Br. Dhaka Comilla Br. Comilla Naval Base Br. Chittagong<br />
Uttara Br. Dhaka Babubazar Br. Dhaka Standard Bank Limited Kawranbazar Br. Dhaka<br />
Patherhat Br. Chittagong Dilkusha Br. Dhaka Principal Branch, Dhaka Narayangonj Br. Narayangonj<br />
Hathazari Br. Cgittagong Elephant Road Br. Dhaka Foreign Exchange Br. Dhaka<br />
Islampur Br. Dhaka Foreign Ex. Br. Dhaka Topkhana Road Br.,Dhaka<br />
Dania Br. Dhaka Gulshan Br. Dhaka Imamgonj Br. Dhaka<br />
Khulna Br. Khulna Imamganj Br. Dhaka Gulshan Br. Dhaka<br />
Sylhet Br. Sylhet Dhanmondi Br. Dhaka Dhanmondi Br. Dhaka<br />
8. A Non-Resident Bangladeshi (NRB) shall apply against the IPO either directly by enclosing a foreign demand draft drawn on a bank<br />
payable at Dhaka, or through a nominee (including a Bank or a Company) by paying out of foreign currency deposit account maintained in<br />
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<br />
Sterling at the Spot Buying (TT Clean) rate of exchange prevailing on the date of opening of subscription. Refund against over-subscription<br />
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<br />
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<br />
office. Copies of application Form and Prospectus shall be available with Bangladesh Embassy/High Commission in USA, UK, Saudi<br />
Arabia, U.A.E., Qatar, Kuwait, Oman, Bahrain, Malaysia and South Korea and web site of the SEC, Issuer Company, Issue manager, DSE<br />
and CSE.<br />
9. The IPO subscription money collected from investors (other than Non-resident Bangladeshis) by the Bankers’ to the Issue will be<br />
deposited to Standard Bank’s, STD Account No: 36001753 with Summit Alliance Port Limited, Principal Branch, 122-124 Motijheel C/A,<br />
Dhaka- 1000 for this purpose.<br />
10. The subscription money collected from Non-resident Bangladeshis in US Dollar or UK Pound Sterling or EURO shall be deposited to<br />
the following FC accounts:<br />
- 36 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Sl No. Name of the FC Accounts Account No. Bank & Branch Currency<br />
1 Summit Alliance Port Ltd. 42000518 Standard Bank, Principal Branch EURO<br />
2 -do- 42000501 -do- US Dollar<br />
3 -do- 44000152 -do- GBP<br />
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<br />
Account for IPO”. Summit Alliance Port Limited has already opened the aforesaid FC Accounts and shall close these FC Accounts after<br />
refund of over-subscription, if any.<br />
An applicant cannot submit more than two applications, one in his/her own name and another jointly with another<br />
person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not<br />
be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the<br />
Commission.<br />
The Securities and Exchange Commission has decided that the primary shares allotted to an applicant through IPO<br />
may be forfeited by SEC, if the BO account of the said applicant is found closed at the time of allotment of shares. So,<br />
all IPO applicants are required to keep their BO accounts operational till allotment of IPO shares.<br />
APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS AND THE INSTRUCTIONS<br />
PRINTED ON THE APPLICATION FORM ARE LIABLE TO BE REJECTED. UNDERWRITERS’ OBLIGATION<br />
Allotment<br />
The company shall issue share allotment letters to all successful applicants within 6 (six) weeks from the date of the<br />
subscription closing date. At the same time, the unsuccessful applicants shall be refunded with the application money within 6<br />
(six) weeks from the closing of the subscription date by Account Payee Cheque/credit to the applicants bank account without<br />
interest payable at Dhaka/Chittagong/Khulna/Rajshahi/Barisal/Sylhet, as the case may be. A compliance report shall be<br />
submitted with the Commission within 7(seven) weeks from the date of closure of subscription.<br />
Underwriting of shares<br />
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<br />
guideline 50% of the said amount i.e. 500,000 ordinary shares of Tk.100 each amounting to Tk. 50,000,000 has been<br />
underwritten by the following institutions:<br />
Sl No. Name of address of underwriters Number of shares underwritten Amount(Tk)<br />
1. Lanka Bangla Finance Limited 200,000 20,000,000<br />
2. IDLC Finance Limited 150,000 10,500,000<br />
3. Trust Bank Ltd. 150,000 10,500,000<br />
Total 500,000 50,000,000<br />
Principal terms and conditions of underwriting agreement<br />
1. If and to the extend that the shares offered to the public by a Prospectus authorized hereunder shall not have been<br />
subscribed and paid for in cash in full by the closing date, the Company shall within 10 (ten) days of the closure of<br />
subscription call upon the underwriter in writing with a copy of said writing to the Securities and Exchange Commission, to<br />
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<br />
full within 15(fifteen) days of the date of said notice and the said amount shall have to be credited into shares subscription<br />
account within the said period.<br />
2. If payment is made by Cheque/Bank Draft by the underwriter it will be deemed that the underwriter has not fulfilled his<br />
obligation towards his underwriting commitment under the Agreement, until such time as the Cheque/Bank Draft has been encashed<br />
and the Company’s account credited.<br />
3. In any case within 7 (seven) days after the expiry of the aforesaid 15(fifteen) days, the Company shall send proof of<br />
subscription and payment by the underwriter to the Commission.<br />
4. In the case of failure by the underwriter to pay for the shares under the terms mentioned above, the said Underwriter will<br />
not be eligible to underwrite any issue, until such time as he fulfils his underwriting commitment under the Agreement and<br />
also other penalties as may be determined by the Commission may be imposed on him.<br />
5. In case of failure by any underwriter to pay for the shares within the stipulated time, the Company/Issuer will be under no<br />
obligation to pay any underwriting commission under the Agreement.<br />
6. In case of failure by the Company to call upon the underwriter for the aforementioned purpose within the stipulated time,<br />
the Company and its Directors shall individually and collectively be held responsible for the consequence and/or penalties as<br />
determined by the Securities and Exchange Commission under the law may be imposed on them.<br />
Underwriter’s right to represent in the Board of Directors of the Company<br />
The Underwriters shall not have any right to have any representatives in the Company’s Board of Directors.<br />
- 37 -
Issuer<br />
Summit Alliance Port Limited.<br />
AUDITORS’ REPORT<br />
TO THE SHAREHOLDERS OF<br />
SUMMIT ALLIANCE PORT LIMITED (SAPL)<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
We have audited the accompanying balance sheet of SUMMIT ALLIANCE PORT LIMITED, (SAPL) as of December 31,<br />
2007 and the related operating profit & loss statement for the period from February 20, 2007 to December 31, 2007 along with<br />
cash flow statement and notes to the accounts thereon. The preparation of these financial statements is the responsibility of the<br />
Company’s management. Our responsibility is to express an independent opinion on these financial statements based on our<br />
audit.<br />
SCOPE<br />
We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those Standards require that we plan<br />
and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.<br />
An audit includes examining on test basis evidence supporting the amounts and disclosures in the financial statements. An<br />
audit also includes assessing the accounting principles used and significant estimates made by management as well as<br />
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.<br />
OPINION<br />
In our opinion, the financial statements prepared in accordance with Bangladesh Accounting Standards (BAS) gives a true and<br />
fair view of the state of the Company’s affairs as of December 31, 2007, the related operating profit & loss statement for the<br />
period from February 20, 2007 to December 31, 2007 and comply with the requirements of the schedule to the Securities and<br />
Exchange Rules, 1987, the Companies Act, 1994 and other relevant laws where applicable.<br />
We also report that:<br />
a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for<br />
the purpose of our audit and made due verification thereof;<br />
b) In our opinion, proper books of account as required by law have been kept by the company so far as it appeared from<br />
our examination of those books;<br />
c) The company’s balance sheet and operating, profit & loss statement dealt with by the report are in agreement with the<br />
books of account.<br />
Sd/-<br />
BASU BANARJEE NATH & CO.<br />
Date<br />
CHARTERED ACCOUNTANTS 14 February 2008<br />
- 38 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG.<br />
BALANCE SHEET AS OF DECEMBER 31,2007.<br />
Note 2007 2006<br />
ASSETS :<br />
Non Current Asset :<br />
Property, Plant and Equipment Carrying Value 29 587,665,873 267,081,778<br />
Un Allocated Revenue expenditure - 56,376,704<br />
Preliminary expenses 35,000 35,000<br />
587,700,873 323,493,482<br />
Current Assets<br />
Accounts Receivables 30 20,012,657 -<br />
Loans, Advances & Deposits 31 34,527,565 48,076,549<br />
Cash & Cash Equivalents 32 1,997,473 142,582<br />
56,537,695 48,219,131<br />
TOTAL ASSETS TAKA: 644,238,568 371,712,613<br />
SHAREHOLDERS EQUITY AND LIABILITIES:<br />
Shareholders Equity:<br />
Issued Share Capital 33 200,000,000 200,000,000<br />
Capital Reserve for Asset Valuation 34 224,811,727 -<br />
Special Reserve for Tax-holiday 35 55,138,861 -<br />
Stock Dividend (Bonus Share) 80,000,000<br />
Retained Earnings 2,708,292 -<br />
562,658,880 200,000,000<br />
Non-Current Liabilities<br />
Long Term Borrowings 36 52,555,381 132,725,689<br />
Current Liabilities and Provisions:<br />
Short Term Borrowings - 8,455,925<br />
Bank Overdraft 37 13,460,238 18,890,698<br />
Accounts Payables 38 9,901,463 -<br />
Advance against Rental 39 5,000,000 8,000,000<br />
Other Payables 40 662,606 3,640,301<br />
29,024,307 38,986,924<br />
TOTAL LIABILITIES AND SHAREHOLDERS EQUITY TAKA: 644,238,568 371,712,613<br />
Dated - February 14, 2008.<br />
Sd/-<br />
MANAGING DIRECTOR.<br />
Sd/-<br />
DIRECTOR.<br />
Signed in terms of our annexed report of even date.<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS<br />
- 39 -
Issuer<br />
Summit Alliance Port Limited.<br />
SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG.<br />
Operating Profit & Loss Statement and Appropriation Account<br />
For the period from February 20 to 31December, 2007.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Note 2007 2006-Nil Operation<br />
Revenue 41 222,842,215 -<br />
Less: Operating expenses 42 72,150,092 -<br />
Less: Administrative expenses 43 2,241,012 -<br />
Less: Advertisement and Sales promotion expenses 350,000 -<br />
74,741,104<br />
Net Operating Profit 148,101,111 -<br />
Less Financial Cost 44 10,253,958 -<br />
Net Profit before Special Reserve 137,847,153 -<br />
Less Special Reserve for Tax-holiday (40%) 55,138,861 -<br />
Net Profit 82,708,292 -<br />
Less: Stock Dividend (Bonus Share) 80,000,000 -<br />
BALANCE TRANSFERRED TO BALANCE SHEET AS<br />
RETAINED EARNING TAKA: 2,708,292 Nil<br />
Sd/-<br />
MANAGING DIRECTOR.<br />
Sd/-<br />
DIRECTOR.<br />
Signed in terms of our annexed report of even date.<br />
Dated -February 14, 2008.<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS<br />
- 40 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG.<br />
Statement of Cash Flow<br />
for the year ended December 31,2007<br />
Particulars 2007 2006<br />
TAKA<br />
TAKA<br />
A .Cash Flow from Operating Activities<br />
Cash received from Customers and Others 202,829,557.00 -<br />
Cash paid to Suppliers and Employees (50,705,812.00) -<br />
Cash generation from Operation 152,123,745.00 -<br />
Financial Expenses 10,253,957.00 -<br />
Net Cash generated from Operation 141,869,788.00 -<br />
B .Cash Flow from Investing Activities<br />
Acquisition of Property (56,507,187.00) (27,695,302.00)<br />
Decreased in Loans, Advance & Deposits 13,548,983.00 31,899,740.00<br />
Increased in Un-allocated Revenue Expenditure - (22,725,436.00)<br />
Net Cash used in Investing Activities (42,958,204.00) (18,520,998.00)<br />
C .Cash Flow from Financing Activities<br />
Decreased in Long term Borrowings (80,170,308.00) 16,059,023.00<br />
Decreased in Short term Borrowings (8,455,925.00) -<br />
Decreased in Bank Overdraft Accounts (5,430,460.00) (5,404,575.00)<br />
Decreased in Advance against rental (3,000,000.00) 8,000,000.00<br />
Net Cash generated from Financing Activities (97,056,693.00) 18,654,448.00<br />
Total Increased in Cash and Cash Equivalent 1,854,891.00 133,450.00<br />
Cash and Cash Equivalent at the Beginning of the year 142,582.00 9,132.00<br />
Cash and Cash Equivalent at the End of the year 1,997,473.00 142,582.00<br />
Sd/-<br />
MANAGING DIRECTOR.<br />
Sd/-<br />
DIRECTOR.<br />
Dated - February 14, 2008.<br />
Signed in terms of our annexed report of even date.<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS<br />
- 41 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG.<br />
STATEMENT OF CHANGES IN EQUITY<br />
FOR THE YEAR ENDED DECEMBER 31,2007.<br />
Particulars<br />
Share<br />
Capital<br />
Capital<br />
Reserve<br />
Tax-holiday<br />
Reserve<br />
Proposed<br />
Dividend<br />
Retained<br />
Earnings<br />
Total<br />
Opening Balance as<br />
at.01.01.2007 200,000,000 - - - - 200,000,000<br />
Net Profit after Tax holiday<br />
Reserve - - - - 2,708,292 2,708,292<br />
Stock Dividend (Bonus Share) - - - 80,000,000 - 80,000,000<br />
Capital Reserve for Assets<br />
Valuation - 224,811,727 - - - 224,811,727<br />
Special Reserve for Tax holiday - - 55,138,861 - - 55,138,861<br />
-<br />
At the end of the year-2007<br />
Taka: 200,000,000 224,811,727 55,138,861 80,000,000 2,708,292 562,658,880<br />
- 42 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Reference No. BBNC/558/2007-2008 Chittagong, February 14, 2008.<br />
NOTES TO THE ACCOUNTS<br />
For the period from February 20 to December 31,2007<br />
1. Accounting Convention and Basis:<br />
The financial statements have been prepared in accordance with Bangladesh Accounting Standards and the relevant<br />
requirements of the Schedule to the Securities & Exchange Rules, 1987 and of the Companies Act 1994 following the<br />
historical cost convention except certain operating Fixed Assets which were revalued in 2007.<br />
2. Date of Incorporation, Registered Office and Business Address:<br />
SUMMIT ALLIANCE PORT LIMITED, (SAPL) a Private Company limited by shares, was incorporated under the<br />
Companies Act (Act XVIII) of 1994 on December 06, 2003 vide registration No. C-51218 (1513)/2003 under Registrar of<br />
Joint Stock Companies and Firms, Dhaka showing registered office at Summit Centre, 18 Kawran Bazar Commercial Area,<br />
Dhaka-1215. The registered office of the company has been transferred at Katgor, North Patenga, Chittagong-4204 with effect<br />
from April 16, 2005 and thereafter all formalities regarding Companies Act, 1994 were complied with Office of the Assistant<br />
Registrar of Joint Stock Companies & Firms, Chittagong.<br />
Business address of the Company is at Katghar, North Patenga, Chittagong- 4204.<br />
3. Nature of Business:<br />
The principal activity of the Company is to develop Off-Dock facilities to provide services as Inland Container Depot (ICD),<br />
as well as handling of import and export cargo. Commercial operation of the Off-Dock started from 20 th February 2007 after<br />
obtaining all necessary permissions from the Government/Concerned Authorities.<br />
4. Statement in Compliance with Bangladesh Accounting Standards.<br />
The financial statements have been prepared in accordance with the applicable Bangladesh Accounting Standards (BAS)<br />
adopted by the Institute of Chartered Accountants of Bangladesh (ICAB) based on International Accounting Standards (IAS)<br />
and International Financial Reporting Standards (IFRS).<br />
5. Structure, Content and Presentation of Financial Statements<br />
The presentation of these financial statements is in accordance with the guidelines provided by BAS-1: Presentation of<br />
Financial Statements.<br />
6. Comparative information and re-arrangement thereof:<br />
Comparative information has been disclosed in respect of the year 2006 for all numerical information in the financial<br />
statements and also the narrative and descriptive information where it is relevant for understanding of the current year’s<br />
financial statements. Figures for the year 2006 have been re-arranged wherever considered necessary to ensure better<br />
comparability with the current year.<br />
7. Reporting Period:<br />
The financial period of the company covers one calendar year from 1 st January to 31 st December consistently.<br />
8. Approval of Financial Statement:<br />
The financial statements were approved by the Board of Directors on 14 th February 2008<br />
9. Going Concern:<br />
The Company has adequate resources to continue its operation for the foreseeable future. For this reason the directors decided<br />
to adopt the going concern basis in preparing the Financial Statements.<br />
- 43 -
Issuer<br />
Summit Alliance Port Limited.<br />
10. Cash Flow Statement:<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
The Cash Flow Statement has been prepared in accordance with the requirement of BAS-7: Cash Flow Statement. The Cash<br />
generating from operating activities has been reported using the Direct Method as prescribed by the Securities and Exchange<br />
Rules 1987 and as the benchmark treatment of BAS 7 whereby major classes of gross cash receipts and gross cash payments<br />
from operating activities are disclosed.<br />
11. Accrual Expenses and other Payables:<br />
Liabilities for the goods and services received have been accounted for. Payable are not interest bearing and are stated at their<br />
nominal value.<br />
12. Transactions with related Parties<br />
There was no related party transaction during the year 2007 except proportionate allocation of salary and allowances of those<br />
employees of Ocean Containers Limited whose services are used for Summit Alliance Port Limited.<br />
13. Property, Plant & Equipment<br />
Properties, Plant & Equipment are state at cost or valuation less accumulated Depreciation. Maintenance and Normal repairs<br />
are expensed as incurred while major renewals and improvements are capitalized.<br />
14. Depreciation:<br />
Depreciation is recognized in the Profit and Loss account on a reducing balance method over the estimated useful life of each<br />
Property, Plant and Equipment. Plant and Equipments are depreciated from the month on which the assets come into use or<br />
being capitalized. The rate of depreciation on Property, Plant and Equipment considering the useful life of assets are as<br />
follows:<br />
Land Development 10%<br />
(Pavement, Boundary Wall and Drain)<br />
Building 10%<br />
Prefabricated Steel Structure 10%<br />
Plant and Equipment 20%<br />
Furniture and Fixtures 15%<br />
Vehicles 20%<br />
Office Equipment 20%<br />
Depreciation on Furniture & Fixture and Office Equipment are charged under administrative expenses.<br />
15. Lease Assets:<br />
All the lease transactions have been classified based on the extent to which risks and rewards incident to ownership of the<br />
assets lie with the lessor or lessee. According to this classification, all the lease transaction have been identified as finance<br />
lease as per International and Bangladesh Accounting Standards No- 17 “ Leases” based on the substance of the transactions,<br />
not merely the legal form.<br />
16. Trade Receivables:<br />
Trade receivables are recognized at cost which is the fair value of the consideration given for them.<br />
17. Cash and Cash Equivalent:<br />
Cash and cash equivalents comprise of cash in hand and cash at bank which were held and available for use of the company<br />
without any restriction.<br />
- 44 -
Issuer<br />
Summit Alliance Port Limited.<br />
18. Employees’ Retirement Scheme<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
The Company contributes 10% of the Basic of each permanent employee towards Provident fund and one month’s Basic per<br />
year of service for Gratuity.<br />
The company’s Provident Fund and Gratuity Scheme are, however, under preparation and shall obtain recognition of the<br />
concerned regulatory authority in due course.<br />
19. Taxation:<br />
No provision has been made for current income tax on the company’s profit as the company’s application for Tax holiday<br />
recognition as Physical Infrastructure Facility is under consideration of NBR. However, we have maintained tax holiday<br />
reserve as per section 46A of the Income Tax Ordinance, 1984.<br />
20. Revenue Recognition Policy:<br />
In compliance with the requirements of BAS 18: “Revenue”, revenue from customers against services is recognized when<br />
services are rendered. Revenue from services excludes VAT.<br />
21. Finance Income<br />
Interest on Fixed Deposits is accounted for on maturity.<br />
22. Earning per Share:<br />
Basic earning per share<br />
Basic earning per share is calculated by dividing the net profit or loss for the period attributable to ordinary<br />
shareholders by the number of ordinary shares outstanding during the period and this was Tk.41.23 per share during<br />
the year under review.<br />
Diluted earning per share:<br />
Diluted earnings per share is calculated by dividing the net profit or loss for the period attributable to ordinary<br />
shareholders by the weighted average number of ordinary shares outstanding during the year after adjustment for the<br />
effects of all dilutive potential ordinary shares (Bonus Shares) and this amounts to Tk. 29.45 per share for the year.<br />
23. Reporting Currency:<br />
The financial statements are prepared and presented in Bangladesh Currency (Taka) which is the company’s functional<br />
currency. All financial information presented has been rounded off to the nearest taka.<br />
24. Employees Engaged:<br />
The company employed total number of 121 employees including casual and temporary workers as required. All 80<br />
permanent employees received total remuneration in excess of Tk.36,000 per annum.<br />
25. Contingent liabilities:<br />
Excess Duty and VAT imposed by the Chittagong Custom Authority on import of pre fabricated steel structure remain<br />
disputed since April 25, 2006 = Tk.20, 67,382.<br />
26. Container Handling Capacity in TEUs<br />
Actual<br />
Capacity<br />
Empty Container 71,077 71,077<br />
Export Container 7,000 7,000<br />
Import Container 12,795 12,795<br />
There was no unutilized capacity in the year 2007.<br />
27. Capital Expenditure Commitment:<br />
The followings were the capital expenditure commitment in 2007 implemented in 2008.<br />
a) Procurement of heavy equipment (Reach Stacker Funtuzzi) Tk.20,011,500/-<br />
b) Land = Tk.32, 314,300/-<br />
- 45 -
Issuer<br />
Summit Alliance Port Limited.<br />
28. Post Closing Events;<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
a) The Directors recommended 40% stock dividend (Bonus Share).The dividend proposal is subject to shareholders’<br />
approval at the forthcoming annual general meeting.<br />
b) Except the fact stated above, no circumstances have arisen since the balance sheet date which would require<br />
adjustment to, or disclosure in, the financial statements or notes thereto.<br />
Note:29 Property, Plant and Equipments Tk.587,665,873<br />
Particulars Land and Building and Plant and Furniture Vehicle Office<br />
Land Prefabricated<br />
and<br />
Development Steel Equipment Fixtures Equipment Total<br />
Cost:<br />
At 01.01.2007 216,786,705 6,639,246 6,145,530 - 12,465,928 44,369 242,081,778<br />
Additions During the<br />
Year 90,606,702 1,366,817 18,827,963 364,690 1,013,070 704,649 112,883,891<br />
Additions due to<br />
revaluation 221,701,793 3,109,934 - - - - 224,811,727<br />
Leased Assets - 9,564,003 15,435,997 - - - 25,000,000<br />
Cost at 31-12-2007 529,095,200 20,680,000 40,409,490 364,690 13,478,998 749,018 604,777,396<br />
Accumulated<br />
Depreciation:<br />
At 01.01.2007 - - - - - - -<br />
Charged during the<br />
year 6,048,535 1,654,343 6,691,408 19,726 2,587,147 110,364 17,111,523<br />
Depreciation at 31-12-<br />
2007 6,048,535 1,654,343 6,691,408 19,726 2,587,147 110,364 17,111,523<br />
Net Book Value:<br />
TAKA: 523,046,665 19,025,657 33,718,082 344,964 10,891,851 638,654 587,665,873<br />
NB: i) No depreciation has been charged on revaluation amount of fixed assets.<br />
Addition includes amount of un-allocated revenue expenses up to January 31, 2007 as follows:<br />
Land and land<br />
development 54,422,365.00<br />
Building &Pre-fabricated Steel Structure 1,136,710.00<br />
Equipment 817,629.00<br />
TAKA: 56,376,704.00<br />
ii) Depreciation has been charged on fixed assets varying rates from 10% to 20%<br />
iii) Allocation of depreciation made:<br />
Operating Expenses 16,981,433<br />
Administrative Expenses 130,090<br />
TAKA: 17,111,523<br />
- 46 -
Issuer<br />
Summit Alliance Port Limited.<br />
- 47 -<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Note:30 Accounts Receivable-Tk.20,012,657<br />
This amount represents dues from various clients against services rendered. Party wise break-up of the receivable is as under.<br />
Maersk (Bd.) Ltd. 1,819,000<br />
APL Bangladesh Ltd. 5,672,107<br />
AMMS International 7,054<br />
Birds (Bd.) Agencies 640,099<br />
Bangladesh Shipping Lines 266,065<br />
Baridhi Shipping 354,540<br />
BS Cargo Agencies 537,265<br />
Becon Shipping 8,347<br />
Bangladesh Shipping Agencies 12,520<br />
Barship Co. 118,962<br />
Colombia Enterprise 111,581<br />
Continental Traders Bd. Ltd. 1,625,620<br />
Cosco (Bd.) Ltd. 467,238<br />
DNS International 89,108<br />
Eastern Overseas Shipping Ltd. 460,415<br />
EP Carriers Pte. Ltd. 1,043,591<br />
Eastern Maritime Ltd. 86,750<br />
Fair Max Shipping Agencies Ltd. 107,802<br />
Freight Master 5,130<br />
GP Shipping 13,495<br />
Gold View 14,525<br />
Intermodel (Pte.) Ltd. 438,900<br />
Jardine Shipping Lines Ltd. 1,493,385<br />
JBS Associates 33,072<br />
KD Shipping Agencies 250,820<br />
K-Line Bangladesh 90,945<br />
Maritime Service Agencies 2,510<br />
NMC BD. Ltd. 24,510<br />
NYK Line (Bd.) Ltd. 298,530<br />
Peninsular Shipping 73,940<br />
PIL (Bd.) Ltd. 304,027<br />
Prominent Maritimes Ltd. 19,022<br />
Q.C. Shipping Ltd. 133,949<br />
Regensea Lines 715,560<br />
Safe Shipping 1,820<br />
Saybolt 13,962<br />
Sea Born (Pvt.) Ltd. 275,697<br />
Sea Glory Shipping 81,570<br />
Sea Star Shipping Ltd. 56,977<br />
SW Shipping Ltd. 1,052,990<br />
Spence Mac 275,077<br />
The Orient Container Line 33,591<br />
Titan Transportation 28,117<br />
Total Transportation Ltd. 206,610<br />
Wan Hain Line 20,935<br />
Vega Marine Ltd. 19,470<br />
Tejarat Shipping 6,905<br />
Transliner Shipping 19,180<br />
United Shipping 15,678<br />
United Arab Shipping 3,570<br />
Transmarine Log. 560,127<br />
TAKA: 20,012,657<br />
Receivables are unsecured but considered good.
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Note:31 Loans, Advances and Deposits-Tk.34,527,565<br />
This is unsecured, considered good and consists of as follows:<br />
Particulars 2007 2006<br />
Advance against Land Development 1,177,041 -<br />
Advance Income Tax Deducted at Source 983,487 -<br />
Advance against Pre-fabricated Steel Structure 7,200,000 478,400<br />
VAT Current Account-3456/VAT/2007 514,357 -<br />
Advance against Land Purchase 22,303,115 45,150,000<br />
Pre-paid Insurance 109,523 219,046<br />
Security Deposit with T&T 144,000 120,000<br />
Pre-paid Renewal of License 28,660 28,660<br />
Margin against Bank Guarantee 2,067,382 2,067,382<br />
Advance against Expenses - 13,061<br />
TAKA: 34,527,565 48,076,549<br />
Note:32 Cash and Cash Equivalents-Tk.1,997,473<br />
This consists of as follows:<br />
Particulars 2007 2006<br />
Cash in hand 298,141 8,242<br />
Cash at Bank:<br />
1,699,332 134,340<br />
TAKA: 1,997,473 142,582<br />
Cash at Bank represents as under:<br />
1. In Current Account with Standard Bank Limited,<br />
A/C-033005686 Agrabad Branch, Chittagong. 699,332<br />
2. In Fixed Deposits Receipts with Standard Bank Limited,<br />
A/C-010755018113, Agrabad Branch, Chittagong.<br />
Date of Purchase 27-08-2007 and Date of Maturity 1,000,000<br />
27-08-2008<br />
TAKA: 1,699,332<br />
- 48 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Note:33 Share Capital:<br />
This represent: 2007 2006<br />
Authorised:<br />
10,000,000 Ordinary Shares of Tk.100/- each 1,000,000,000 1,000,000,000<br />
By passing special resolution in the Extra Ordinary General Meeting of the Shareholders of the company<br />
held on 09.05.2005 the Autorised Capital of the Company to Tk.1,000,000,000 divided into 10,000,000<br />
Ordinary shares of Tk.100.00 each from Tk.50,000,000/- .All legal formalities as per Companies Act 1994,<br />
were observed.<br />
Issued, Subscribed & Paid-up: 2007 2006<br />
2,000,000 Ordinary Shares of Tk.100 each<br />
fully paid-up in cash 200,000,000 200,000,000<br />
As per letter of allotment dated 01.06.2005 the Board of Directors of the company allotted 995,000 ordinary<br />
shares of Tk.100.00 each in cash and raised its paid up capital to Tk.100,000,000 from Tk.500,000.<br />
The company further, allotted 1,000,000 ordinary shares of Tk.100/- each in cash on 28-06-2005.Consent of<br />
the Securities and Exchange Commission, Dhaka was obtained vide their approval no. SEC/CI/CPLC (Pvt.)<br />
-37/05/622 dated 26-06-2005.Thus total paid up capital of the company stood at Tk.200,000,000 divided<br />
into 2,000,000 ordinary shares of Tk.100.00 each fully paid-up in cash.<br />
a) There was no movement of issued share capital during the year 2007.<br />
b) Composition of Shareholdings:<br />
Name of Directors 2007 2006<br />
No. of Shares % No. of Shares %<br />
Mr.Muhammed Aziz Khan 10,000 0.5000 400,000 20.0000<br />
Mr.Syed Ali Jowher Rizvi 350 0.0175 350 0.0175<br />
Mrs.Anjuman Aziz Khan 150,000 7.5000 150,000 7.5000<br />
Summit Industrial and Mercantile Corp. Pvt<br />
Ltd. 150,000 7.5000 150,000 7.5000<br />
Cosmopolitan Traders Pvt. Ltd. 150,000 7.5000 150,000 7.5000<br />
Ms.Ayesha Aziz Khan 180,000 9.0000 150,000 7.5000<br />
Mrs.Sobera Ahmed Rizvi 350 0.0175 350 0.0175<br />
Mr.Syed Yasser Haider Rizvi 350 0.0175 350 0.0175<br />
Mr. Syed Nasser Haider Rizvi 350 0.0175 350 0.0175<br />
Alliance Holdingss Limited 998,600 49.9300 998,600 49.9300<br />
Ms.Adeeba Aziz Khan 180,000 9.0000 - -<br />
Ms.Azeeza Aziz Khan 180,000 9.0000 - -<br />
2,000,000 100 2,000,000 100<br />
- 49 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Note:34 Capital Reserve for Assets Re-valuation-Tk.224,811,727<br />
This consists of as follows:<br />
Particulars Assets value Revalued Addition due to<br />
Before Revaluation Amount Revaluation<br />
Land and Land Development 307,393,407 529,095,200 221,701,793<br />
Building and Prefabricated Steel<br />
Structure 17,570,066 20,680,000 3,109,934<br />
TAKA: 324,963,473 549,775,200 224,811,727<br />
Addition due to revaluation on fixed assets has been transferred to Capital Reserve Account.<br />
Note:35 Special Reserve for Tax Holiday Tk.55,138,861<br />
This has been provided as per provision of section 46A ,sub-section 2 (C ) of The Income Tax Ordinance,1984<br />
at 40% of Net Profit.<br />
The activities of the company falls under the category of Physical Infrastructure facilities and entitled to Tax holiday<br />
benefit for 4 years from the date of commencement of operation on 20 February 2007. The company originally<br />
submitted the application which was duly forwarded by Commissioner of Taxes, Companies Circle 05, Taxes Zone-<br />
2, Chittagong to NBR but it was turned down. The company has however submitted review application before<br />
member, Taxation, NBR which is under consideration as per sub-section 2A, clause-4 of section 46A of Income<br />
Tax Ordinance 1984.<br />
Note:36 Long Term Borrowings-Tk.52,555,381<br />
This consists of as follows:<br />
2007 2006<br />
a)HSBC-164813-291 12,499,999 70,788,194<br />
b)HSBC-164813-292 20,833,333 38,888,888<br />
c) IIDFCL 19,222,049 23,048,607<br />
TAKA: 52,555,381 132,725,689<br />
36 (a) HSBC - 164813-291: Tk.12,499,999<br />
This represents balance outstanding as on 31 December 2007 against Term Loan sanctioned by<br />
HSBC Dhaka branch in March 2005 for Tk. 150 million to pay off our overdraft facility earlier taken from<br />
Standard Bank Limited, Agrabad Branch, Chittagong for purchase of land and development of facilities as<br />
off-dock.<br />
The tenure of the loan is 3 years and payable in equal 36 monthly installments which was commenced<br />
from April 28, 2005.The loan bears interest at 2.10% p.a. below the Bank's Best Lending (BBL) rate subject<br />
to fluctuation at the bank's discretion. Currently the interest is charged at 13% per annum on daily product<br />
balance and payable quarterly in arrear.<br />
The loan is fully secured against lands and the structures built and the following documents were executed<br />
in favour of the bank:<br />
- 50 -
Issuer<br />
Summit Alliance Port Limited.<br />
i) Registered mortgage of 8 (eight) acres land to be purchased and infrastructure to be built threron<br />
valuing Tk.22 Crore<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
ii) Registered irrevocable power of attorney along with Memorandum of deposit of title deed shall be executed<br />
by all the owners of the property in favour of the HSBC, Bangladesh. Enabling the Bank to sell the property<br />
without intervention of the court in case of failure to pay the Bank dues.<br />
iii) Assignment of bills receivable of M/S Summit Alliance Port Ltd., due from sundry parties executing<br />
irrevocable power of attorney to collect the bills under written confirmation of M/S Summit Alliance Port Ltd. to<br />
the effect that bills will be paid in favour of HSBC, Bangladesh<br />
iv) First charge shall be created on fixed and floating assets (both on existing and future) of the company<br />
with RJSC.<br />
v) Personal Guarantee of all the Directors of the company in their personal/individual and official capacity.<br />
vi) Personal Guarantee from the mortgagor(s).<br />
36 (b) HSBC-A/c No-164813-292:Tk.20,833,333<br />
This is the balance due against the second term loan of Tk.50 million received in March 2006 on the same terms<br />
and securities as that of loan under 36 (a) above. The repayment has been started from April 10,2006.<br />
Note:37 Bank Overdraft-Tk.13,460,238<br />
The company enjoys an overdraft facility with the limit of Tk.15 million from HSBC, Bangladesh. This is<br />
a secured overdraft against securities as given for Term Loan detailed in Note 36 and bears interest at<br />
2.10% per annum below the Bank's Best Lending (BBL) rate subject to fluctuation at Bank's discretion.<br />
Currently the interest is charged at 13% per annum on daily product balance and interest is payable<br />
quarterly in arrear.<br />
Note:38 Accounts Payable-Tk.9,901,463<br />
This represents bills outstanding on account of transportation service and labour supply. The company enjoys 30 days credit facility<br />
service from the date of submission of bill.<br />
Note:39 Advance against rental-Tk.5,000,000<br />
This amount was received from APL Logistics as advance against service. The advance has since been paid during February, 2008.<br />
- 51 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Note:40 Other Payable-Tk.662,606<br />
This consists of: 2007 2006<br />
Salary and Allowance Payable 79,487 -<br />
Bonus Payable 14,000 -<br />
Expenses payable 24,776 3,546,877<br />
Security Charges Payable 470,573 93,424<br />
Payable for Repairing bill 73,770 -<br />
TAKA: 662,606 3,640,301<br />
Note:41 Revenue-Tk. 222,842,215<br />
Particulars 2007<br />
Import Cargo Handling 49,663,636<br />
Transportation-Import 1,526,679<br />
Import Container Ground Rent 41,428,997<br />
Lift on Off-Import 9,772,850<br />
Movement for Import 7,013,862<br />
Without Movement-Import 317,600<br />
Survey Charges 600,200<br />
Empty Container Ground Rent 28,927,510<br />
Empty Container Transportation 25,879,305<br />
Empty Container Lift on off 10,048,900<br />
Empty Container Documentation 9,234,767<br />
Container Stuffing Charges 29,902,118<br />
Labour Charges 2,969,420<br />
Stand-by-labour Charges 2,373,992<br />
Shut-out charges 7,360<br />
Prime Mover Rent 1,964,000<br />
Trailer Rent 1,206,000<br />
Interest on STD 5,019<br />
TAKA: 222,842,215<br />
Note:42 Operating Expenses Tk. 72,150,092<br />
Particulars 2007<br />
Transportation 27,616,040<br />
Labour Bill 8,966,129<br />
Salary and Allowances 1,272,573<br />
Security Charges 1,888,544<br />
Electricity and Water Bill 406,244<br />
Performance Incentive 8,000<br />
Bonus Allowance 14,000<br />
C&F Charges-Empty 344,700<br />
Fuel Expenses 5,136,183<br />
Repair & Maintenance including yard 1,637,408<br />
Maintenance of Electric Works 1,127,464<br />
Custom Documentation 322,968<br />
Insurance Premium 333,069<br />
Renewal Fee 68,210<br />
Pre-operating Exp.(Lease Rent) 2,724,376<br />
Lease Rent 3,302,752<br />
Depreciation 16,981,433<br />
TAKA: 72,150,092<br />
- 52 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Note:43 Administrative Expenses Tk. 2,241,012<br />
Particulars 2007<br />
Customs Overhead 413,000<br />
Board Meeting Expenses 92,500<br />
Conveyance 142,432<br />
Communication Expenses 29,850<br />
Telephone 93,146<br />
Entertainment 323,921<br />
Audit and Professional Fee 119,785<br />
Donation 6,150<br />
Postage & Courier 360<br />
Printing & Stationery 276,121<br />
Bank Charges 161,897<br />
Medical Expenses 345<br />
Newspaper and periodicals 2,774<br />
Legal Expenses 302,900<br />
Rent, Revenue & Taxes 145,741<br />
Depreciation 130,090<br />
TAKA: 2,241,012<br />
Note:44 Financial Expenses-Tk.10,253,958<br />
This represents interest charged during the year on bank loans, overdraft and other facilities obtained<br />
from different financial institutions.<br />
Sd/-<br />
MANAGING DIRECTOR.<br />
Sd/-<br />
DIRECTOR.<br />
- 53 -
Issuer<br />
Summit Alliance Port Limited.<br />
SUMMIT ALLIANCE PORT LIMITED, CHITTAGONG.<br />
Statement of Financial Highlights<br />
For the year ended December 31, 2007.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
2007 2006<br />
Assets Employed:<br />
Property, Plant and Equipment 587,665,873 267,081,778<br />
Un-Allocated Revenue Expenditure - 56,376,704<br />
Preliminary Expenses 35,000 35,000<br />
Net Current Assets 27,513,388 9,232,207<br />
Total Assets Employed TAKA: 615,214,261 332,725,689<br />
Financed By:<br />
Ordinary Shares 200,000,000 200,000,000<br />
Reserve and Surplus 362,658,880 -<br />
Shareholders Equity 562,658,880 200,000,000<br />
Long Term Borrowings 52,555,381 132,725,689<br />
Total Capital Employed TAKA: 615,214,261 332,725,689<br />
Turnover and Profit<br />
Net Revenue 222,842,215 -<br />
Operating Profit 137,847,153 -<br />
Net Profit 82,708,292 -<br />
Ratios:<br />
Earnings per share (EPS) in Tk. 41.35 -<br />
Dividend per share (DPS) in Tk. 40 -<br />
Current Ratio-Times 1.95 1.24<br />
Return on Total Assets (%) 22.40<br />
Net Assets Value per share 281.33 100.00<br />
Dividend payout-% 96.74 -<br />
Return on Equity-% 14.70 -<br />
Sd/-<br />
MANAGING DIRECTOR.<br />
Sd/-<br />
DIRECTOR<br />
Signed in terms of our annexed report of even date.<br />
Dated - February 14, 2008.<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS<br />
- 54 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Selected Ratios<br />
1. Liquidity Ratios Year 2007 Year 2006 Year 2005 Year 2004<br />
(i) Current Ratio 1.95 1.24 5.31 0.12<br />
(ii) Quick ratio 1.95 1.24 5.31 0.12<br />
(iii) Times Interest Earned Ratio 14.44 N/A N/A N/A<br />
(iv) Debt to Equity Ratio 0.09 0.66 0.66 0.00<br />
2. Operating Ratio<br />
(i) Accounts Receivable Earned Ratio 11.14 N/A N/A N/A<br />
(ii) Inventory Turnover Ratio N/A N/A N/A N/A<br />
(iii) Asset Turnover Ratio 0.35 N/A N/A N/A<br />
3. Profitability Ratio<br />
(i) Gross Margin Ratio N/A N/A N/A N/A<br />
(ii) Operating Income Ratio 0.66 N/A N/A N/A<br />
(iii) Net Income Ratio 0.37 N/A N/A N/A<br />
(iv) Return on Assets Ratio 22.40 N/A N/A N/A<br />
(v) Return on Equity Ratio 14.70 N/A N/A N/A<br />
(vi) Earnings Per Share Ratio (EPS) 29.54 N/A N/A N/A<br />
- 55 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Additional disclosures as required by Securities and Exchange Commission in the process of approval of<br />
prospectus for public issue of shares of Summit Alliance Port Limited.<br />
Further to our report dated February 14, 2008 on the financial statements of Summit Alliance port Limited<br />
(hereinafter referred to as the company) for the year ended December 31,2007 and as desired by you, in response<br />
to certain queries raised by Securities and Exchange Commission, we confirm having examined the relevant<br />
information, figures and facts and give our report as follows:<br />
Auditors' Report: After clause (c) of the Auditors' Report to Shareholders new clause (d) to be inserted as under:<br />
"d) The expenditure incurred was for the purposes of the company’s business."<br />
Operating Profit & Loss Statement and Appropriation Account: At the bottom<br />
New line to be inserted as follows:<br />
“EARNING PER SHARE (EPS):<br />
i) Basic earning per share Note-22 Tk.29.54<br />
Calculation: (Net Profit/ No .of Shares) = (Tk.82,708,292/2,800,000) = Tk. 29.54<br />
Notes to the Accounts: Following amendments are made in the notes to the accounts:<br />
Cash Flow:<br />
Note- 10 – Due to proper presentation of Cash Flow Statement in direct method to be inserted in<br />
the following manner in place of the existing Cash Flow.<br />
Particulars 2007 2006<br />
TAKA<br />
TAKA<br />
A .Cash Flow from Operating Activities<br />
Cash received from Customers and Others 202,829,557.00 -<br />
Cash paid to Suppliers and Employees (37,156,829.00) 31,899,740.00<br />
Cash generation from Operation 165,672,728.00 31,899,740.00<br />
Interest Paid 10,253,957.00 -<br />
Net Cash generated from Operation 155,418,771.00 31,899,740.00<br />
B .Cash Flow from Investing Activities<br />
SUMMIT ALLIANCE PORT LIMITED,CHITTAGONG.<br />
Direct method cash flow statement--BAS-7, Paragraph 18(a)<br />
for the year ended December 31,2007.<br />
Acquisition of Property (56,507,187.00) (27,695,302.00)<br />
Un-allocated Revenue Expenditure - (22,725,436.00)<br />
Net Cash used in Investing Activities (56,507,187.00) (50,420,738.00)<br />
C .Cash Flow from Financing Activities<br />
Payment of Long term Borrowings (80,170,308.00) 16,059,023.00<br />
Payment of Short term Borrowings (11,455,925.00) 8,000,000.00<br />
Bank Overdraft (5,430,460.00) ( 5,404,575.00)<br />
Net Cash generated from Financing Activities (97,056,693.00) 18,654,448.00<br />
Net Increase in Cash and Cash Equivalents 1,854,891.00 133,450.00<br />
Cash and Cash Equivalents at Beginning of the year 142,582.00 9,132.00<br />
Cash and Cash Equivalents at End of the year 1,997,473.00 142,582.00<br />
Note-12- Transaction with related parties:<br />
Existing note to be replaced by the new note as under:<br />
There was no related party transaction as per BAS-24 during the period ended 2007, except lump sum allowance for those<br />
employees of Ocean Containers Limited whose services are used for Summit Alliance Port Limited for Tk.573,200/-<br />
- 56 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Note-13 Property, Plant and Equipment:<br />
Existing note to be replaced by the new note as under:<br />
Properties, Plant & Equipment are stated at cost or valuation less accumulated depreciation. Maintenance and normal repairs<br />
are expensed as incurred while major renewals and improvements are capitalized. Revaluation of (i) Land and Land<br />
Development and (ii) Building and Prefabricated Steel were done by M/s Shafiq Basak & Co., Chartered Accountants with the<br />
following factors as per BAS-16:<br />
a) Basis of revalue of the assets is fair value and reasonable under the prevailing circumstances.<br />
b) The effective date of revaluation is December 31, 2007.<br />
c) There was an independent valuer involved<br />
d) No indices used to determine replacement cost<br />
e) The carrying amount of Land and Land Development and Building and Prefabricated Steel have been followed<br />
benchmark treatment of BAS-16 (Paragraph-28).<br />
f) Revaluation surplus has been shown under Capital Reserve for Assets Valuation.<br />
Note-17- Cash and Cash Equivalent:<br />
New sentence to be inserted after the existing note as under:<br />
"This excludes Bank Overdraft obtained from HSBC shown under note-37 since the overdraft is related with Term Loan<br />
facilities and utilized for the purpose of Capital expenditure."<br />
Note-22-Earning Per Share<br />
Basic earning per share<br />
In the last line Tk.29.54 to be inserted in place of Tk.41.23 .<br />
Diluted earning per share: Entire paragraph to be deleted.<br />
Note-26-Container Handling Capacity in TEUs<br />
Due to wrong data capacity to be deleted and be inserted as follows:<br />
Capacity<br />
Empty Container 4,000 (At any time)<br />
Export Container 12,000<br />
Import Container 24,000<br />
Note-29-Property, Plant and Equipments<br />
New explanations (iv) and (v) to be inserted in the following manner:<br />
(iv)Difference in un-allocated revenue expenditure shown as comparative figure of 2006 and the amount shown in last year<br />
audit report was due to introduction of Accounting for lease assets under finance lease in conformity to IAS-17 which was<br />
earlier taken under operating lease.<br />
(v) Un-allocated revenue expenditures were capitalized in compliance to BAS-16 (paragraph -15) and BAS-38 (paragraph -<br />
54) .<br />
Note-43-Administrative Expenses:<br />
In the details of administrative expenses, Directors fee to be inserted in place of Board Meeting Expenses.<br />
New note 45 to be inserted in the following manner:<br />
Note-45-Directors’ Remuneration:<br />
The Company did not pay any remuneration except Tk.92, 500/- as Directors fee<br />
To the Managing Director and Directors of the Company during the period under audit.<br />
After due verification, we confirm that the above facts and figures, being an integral part to the financial statements, are in<br />
agreement with books of accounts, documents and records maintained by Summit Alliance Port Ltd. and produced to us<br />
during the course of our verification carried out subsequently.<br />
Dated: May 06, 2008<br />
Yours faithfully<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS.<br />
- 57 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
SUMMIT ALLIANCE PORT LIMITED (SAPL)<br />
Comparative balance sheet, income statement, statement of changes in equity, cash flow statement,<br />
statement of financial highlights for the immediate Preceeding four accounting years:<br />
As per section 135(1) of para 24(1) of Part-II of schedule III of Companies Act 1994, Summit Alliance Port<br />
Limited has prepared the following statement of assets and liabilities, statement of income, statement of<br />
Changes in Equity, statement of cash flow and statement of financial highlights for the years ended 31st<br />
December, 2007 2006, 2005 and for the period from 06-12-2003 to 31-12-2004 and which were submitted<br />
to us.<br />
Our responsibility is to review the audited financial statements and confirm that related information have<br />
been correctly extracted from the relevant financial statements.<br />
We have reviewed the relevant audited financial statements and confirm that the following information have<br />
been correctly extracted from those audited financial statements:<br />
A. The Statement of assets and liabilities of the Company are as under:-<br />
Particulars 2007 2006 2005 06-12-2003<br />
Taka Taka Taka to 31-12-2004<br />
Taka<br />
ASSETS:<br />
Non Current Assets:<br />
Property, Plant and Equipment Carrying Value 587,665,873 267,081,778 237,969,350 110,364,604<br />
Un - Allocated Revenue expenses 56,376,704 27,577,565 13,240,744<br />
Preliminary expenses 35,000 35,000 35,000 35,000<br />
587,700,873 323,493,482 265,581,915 123,640,348<br />
Current Assets:<br />
Accounts Receivables 20,012,657 - - -<br />
Loans,Advances & Deposits 34,527,565 48,076,549 19,976,288 17,270,510<br />
Inter Company Transaction - - 60,000,000 -<br />
Stock & Stores 1,417,126<br />
Cash & Cash Equivalents 1,997,473 142,582 9,133 22,876<br />
56,537,695 48,219,131 81,402,547 17,293,386<br />
TOTAL ASSETS 644,238,568 371,712,613 346,984,462 140,933,734<br />
SHAREHOLDERS EQUITY AND LIABILITIES<br />
Shareholders equity<br />
Issued Share Capital 200,000,000 200,000,000 200,000,000 500,000<br />
Capital Reserve for Asset Valuation 224,811,727 - - -<br />
Special Reserve for Taxholiday 55,138,861 - - -<br />
Proposed Dividend ( 15% ) 80,000,000 - - -<br />
Retained Earnings 2,708,292 - - -<br />
562,658,880 200,000,000 200,000,000 500,000<br />
Non-Current Liabilities<br />
Long Term Liabilities 52,555,381 132,725,689 131,666,667 -<br />
Current Liabilities and Provisions 29,024,307 38,986,924 15,317,795 140,433,734<br />
Short Term Borrowings - 8,455,925 - -<br />
Accounts Payable 9,901,463 - - -<br />
Bank Overdraft 13,460,238 18,890,698 15,291,185 140,420,717<br />
Advance Rental 5,000,000 8,000,000 - -<br />
Others Payable 662,606 3,640,301 26,610 13,017<br />
TOTAL LIABILITIES AND SHAREHOLDERS<br />
EQUITY<br />
644,238,568 371,712,613 346,984,462 140,933,734<br />
Dated: April 19, 2008.<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS<br />
- 58 -
Issuer<br />
Summit Alliance Port Limited.<br />
B. The Statement of Operating result of the Company are as follows:-<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Particulars 2007<br />
Taka<br />
2006<br />
Nil Operation<br />
2005<br />
Nil Operation<br />
06-12-2003 to<br />
31-12-2004<br />
Nil Operation<br />
Revenue 222,842,215 - - -<br />
Less:Operating expenses 72,150,092 - - -<br />
Less: Administrative expenses 2,241,012 - - -<br />
Less:Advertisement and Sales promotion<br />
expenses 350,000 - - -<br />
74,741,104 - - -<br />
Net Operating Profit 148,101,111 - - -<br />
Less Financial Cost 10,253,958 - - -<br />
Net Profit before Special Reserve 137,847,153 - - -<br />
Less Special Reserve for Tax-holiday<br />
(40%) 55,138,861 - - -<br />
Net Profit 82,708,292 - - -<br />
Less: Stock Dividend (Bonus Share) 80,000,000 - - -<br />
BALANCE TRANSFERRED TO BALANCE<br />
SHEET AS<br />
RETAINED EARNING 2,708,292 Nil Nil Nil<br />
Dated: April 19, 2008.<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS<br />
- 59 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
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:<br />
Year Particulars Share Capital Capital Reserve<br />
Tax-holiday<br />
Reserve<br />
Proposed<br />
Dividend<br />
Retained<br />
Earnings<br />
Total<br />
Opening Balance as at.01.01.2007 200,000,000 - - - - 200,000,000<br />
Net Profit after Tax-holiday Reserve - - - - 2,708,292 2,708,292<br />
Stock Dividend (Bonus Share) - - - 80,000,000 - 80,000,000<br />
2007<br />
Capital Reserve for Assets Valuation - 224,811,727 - - - 224,811,727<br />
Special Reserve for Tax-holiday - - 55,138,861 - - 55,138,861<br />
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<br />
-<br />
Year Particulars Share Capital Capital Reserve<br />
Tax-holiday<br />
Reserve<br />
Proposed<br />
Dividend<br />
Retained<br />
Earnings<br />
Total<br />
Opening Balance as at.01.01.2006 200,000,000 - - - - 200,000,000<br />
Net Profit after Tax-holiday Reserve - - - - - -<br />
2006<br />
Stock Dividend (Bonus Share) - - - - - -<br />
Capital Reserve for Assets Valuation - - - - - -<br />
Special Reserve for Tax-holiday - - - - - -<br />
-<br />
At the end of the year-2006 Taka: 200,000,000 - - - - 200,000,000<br />
Year Particulars Share Capital Capital Reserve<br />
Tax-holiday<br />
Reserve<br />
Proposed<br />
Dividend<br />
Retained<br />
Earnings<br />
Total<br />
Opening Balance as at.01.01.2005 500,000 - - - - 500,000<br />
Share Money Received 199,500,000 - - - - 199,500,000<br />
2005<br />
Stock Dividend (Bonus Share) - - - - - -<br />
Capital Reserve for Assets Valuation - - - - - -<br />
Special Reserve for Taxholiday - - - - - -<br />
-<br />
At the end of the year-2005 Taka: 200,000,000 - - - - 200,000,000<br />
Year Particulars Share Capital Capital Reserve<br />
06-12-2003 to 31-12-2004<br />
Taxholiday<br />
Reserve<br />
Proposed<br />
Dividend<br />
Retained<br />
Earnings<br />
Share Money Received 500,000 - - - - 500,000<br />
Net Profit after Taxholiday Reserve - - - - - -<br />
Stock Dividend (Bonus Share) - - - - - -<br />
Capital Reserve for Assets Valuation - - - - - -<br />
Special Reserve for Taxholiday - - - - - -<br />
At the end of the year-2004 Taka: 500,000 - - - - 500,000<br />
Total<br />
-<br />
Dated: April 19, 2008.<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS<br />
- 60 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
D. The Statement of Cash flow of the company for the year ended December 31, 2007 and<br />
for<br />
the December 31, 2006, 2005 and for the period from 06-12-2003 to 31-12-<br />
2004.<br />
Particulars 2007 2006 2005 06-12-2003<br />
Taka Taka Taka to 31-12-2004<br />
Taka<br />
A .Cash Flow from Operating Activities<br />
Cash received from Customers and Others 202,829,557 - - -<br />
Cash paid to Suppliers and Employees (50,705,812) - - -<br />
Cash generation from Operation 152,123,745 - - -<br />
Financial Expenses 10,253,957 - - -<br />
Net Cash generated from Operation 141,869,788 - - -<br />
B .Cash Flow from Investing Activities<br />
Acquisition of Property (56,507,187) (27,695,302) (127,604,746) (110,364,604)<br />
Decreased / (Increased) in Loans, Advance &<br />
13,548,983 31,899,740 (49,109,311) (17,270,510)<br />
Deposits<br />
Increased in Un-allocated Revenue Expenditure - (22,725,436) (14,336,821) (13,240,744)<br />
Preliminary Expenses - - - (35,000)<br />
Net Cash used in Investing Activities (42,958,204) (18,520,998) (191,050,878) (140,910,858)<br />
C .Cash Flow from Financing Activities<br />
Share Money Received - - 199,500,000 500,000<br />
Increased / (Decreased) in Long term Borrowings (80,170,308) 16,059,023 116,666,667 -<br />
Increased / (Decreased) in Short term Borrowings (8,455,925) - - 13,017<br />
Increased / (Decreased) in Bank Overdraft Accounts (5,430,460) (5,404,575) (125,129,533) 140,420,717<br />
Increased / (Decreased) in Advance against rental (3,000,000) 8,000,000<br />
Net Cash generated from Financing Activities (97,056,693) 18,654,448 191,037,134 140,933,734<br />
Total Decreased / increased in Cash and Cash<br />
Equivalent<br />
Cash and Cash Equivalent at the Beginning of the<br />
year<br />
1,854,891 133,450 (13,744) 22,876<br />
142,582 9,132 22,876 -<br />
Cash and Cash Equivalent at the End of the year 1,997,473 142,582 9,132 22,876<br />
Dated: April 19, 2008.<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS<br />
- 61 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
E. The Statement of Financial Highlights of the company for the year ended December 31, 2007 and<br />
for the December 31, 2006, 2005 and for the period from 06-12-2003 to 31-12-2004.<br />
Particulars 2007 2006 2005 06-12-2003<br />
Taka Taka Taka to 31-12-2004<br />
Taka<br />
Assets Employed:<br />
Property,Plant and<br />
587,665,873 267,081,778 237,969,350 110,364,604<br />
Equipment<br />
Un-Allocated Revenue Expenditure - 56,376,704 27,577,565 13,240,744<br />
Preliminary Expenses 35,000 35,000 35,000 35,000<br />
Net Current Assets 27,513,388 9,232,207 66,084,752 (123,140,348)<br />
Total Assets Employed TAKA: 615,214,261 332,725,689 331,666,667 500,000<br />
Financed By:<br />
Ordinary Shares 200,000,000 200,000,000 200,000,000 500,000<br />
Reserve and Surplus 362,658,880 - - -<br />
Shareholders Equity 562,658,880 200,000,000 200,000,000 500,000<br />
Long Term Borrowings 52,555,381 132,725,689 131,666,667 -<br />
Total Capital Employed TAKA: 615,214,261 332,725,689 331,666,667 500,000<br />
Turnover and Profit<br />
Net Revenue 222,842,215 - - -<br />
Operating Profit 137,847,153 - - -<br />
Net Profit 82,708,292 - - -<br />
Ratios:<br />
Earnings per share (EPS) in<br />
*41.225 - - -<br />
Tk.<br />
Dividend per share (DPS) in<br />
40 - - -<br />
Tk.<br />
Current Ratio-Times 1.95 1.24 5.31 0.12<br />
Return on Total Assets (%) 22.40<br />
Net Assets Value per share **281.33 100.00 100.00 100.00<br />
Dividend payout-% 96.74 - - -<br />
Return on Equity-% 14.7 - - -<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS<br />
* The auditor has certified on 06 May 2008 that Basic EPS for 2007 will be Tk. 29.54 in place of aforesaid<br />
Tk. 41.225. In this regard additional disclosure of the prospectus may be seen.<br />
** Differs with NAV shown under "determination of offering price" due to inclusion of Stock Dividend<br />
for Net Asset calculation by the auditor.<br />
- 62 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 63 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 64 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 65 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 66 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 67 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 68 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 69 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 70 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 71 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 72 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 73 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 74 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 75 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 76 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 77 -
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
- 78 -
Issuer<br />
Summit Alliance Port Limited.<br />
Application Forms<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
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.<br />
Summit Alliance Port Limited<br />
Application form<br />
APPLICATION FOR SHARES BY INVESTORS OTHER THAN NON-RESIDENT BANGLADESHI(S)<br />
Warning: Please read the instructions at the back of this form: Incorrectly filled applications may be rejected.<br />
The Managing Director<br />
Summit Alliance Port Limited<br />
Katghar, North Patenga<br />
Chittagong<br />
- 79 -<br />
Banker’s Sl. No.<br />
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<br />
number that may be allotted to me/us upon the terms of the Company’s approved Prospectus and subject to the Memorandum<br />
and Articles of Association of the Company. Further, I/we authorize you to place my/our name(s) on the Register of Members<br />
of the Company and deposit the said shares to my BO (Beneficiary Owner) Account and/or a Crossed (Account Payee only)<br />
Cheque in respect of any application money refundable by post/courier at my/our risk to the first applicant’s address stated<br />
below:-<br />
1. No. of Ordinary Shares……………………………………………………………….………… of Tk.100.00 each per<br />
share.<br />
2. Amount of Tk(in figure), ……………….,Taka (in words)…………………..…………………………………………….only<br />
deposited vide Cash/Cheque/Draft/Pay Order No……………………………..……..Dated………………………………….<br />
on …………………………………….Bank………………………………..….…Brach……….………………………..…….<br />
3. Depository (B/O) Account Number ………………………………………………………………………………..………….<br />
(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid)<br />
4. I/we agree to fully abide by the instruction given herein.<br />
5. Particulars of Applicant(s).<br />
a) Sole/First Applicant<br />
Name:<br />
Father’s /Husband’s name:<br />
Mother’s name:<br />
Postal address:<br />
Occupation:<br />
Nationality:<br />
For refund warrant: Applicant’s Bank A/C No.<br />
Name of the Bank:<br />
Branch:<br />
b) Second Applicant<br />
Name:<br />
Father’s /Husband’s name:<br />
Mother’s name:<br />
Postal address:<br />
Occupation:<br />
Nationality:<br />
6. I/we hereby declare that I/we have read the Prospectus of Summit Alliance Port Limited, and have willingly subscribed<br />
for ………no of shares of Tk.100.00 per share on this form.<br />
7. Specimen Signature(s):<br />
(i) Name (in block letters)<br />
(ii)Name (in block letters)<br />
Signature:<br />
Signature:<br />
………………………………………………………………………………………...……………………………………………<br />
BANK’S ACKNOWLEDGMENT<br />
Certified that this bank has received Tk……………………….(in word)………………………………………………….. only<br />
from Mr./Mrs./Ms……………………………………..being the Application Money for ………………………..nos Ordinary<br />
Shares of Summit Alliance Port Limited.<br />
Banker’s Sl. No. Seal and Date Authorized Signature<br />
(Name & Designation)
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
Instructions:<br />
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<br />
(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<br />
invalid.<br />
2. All information must be typed or written in full (in block letters) in English or in Bengali and must not be abbreviated.<br />
3. Application must be made on the Company’s printed form/photocopy or on typed copy/hand written form thereof.<br />
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<br />
considered for allotment purpose.<br />
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<br />
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<br />
only” and must be drawn on a bank in the same town as the bank to which the application form has been sent.<br />
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.<br />
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.<br />
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<br />
from financial and market intermediary companies must be accompanied by Memorandum of Association and Articles of Associations and Certificate of Incorporation.<br />
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<br />
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<br />
money may be forfeited by the Commission.<br />
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<br />
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<br />
allotment of IPO shares.<br />
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<br />
them.<br />
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,<br />
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<br />
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<br />
Chittagong, as the case may be.<br />
13. Allotment shall be made solely in accordance with the instructions of the Securities and Exchange Commission.<br />
14. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information shall make the application<br />
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.<br />
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<br />
to any other penalties as may be provided for by the law.<br />
15. Applications which do not meet the above requirements, or applications, which are incomplete, shall not be considered for allotment purpose.<br />
16. The Bankers’ to the Issue shall be obliged to receive the A/C Payee Cheque(s) on the closing day of the subscription.<br />
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<br />
have been published.<br />
Bankers to the Issue<br />
Dahaka Bank Limited Dhaka EPZ Br. Savar Dhaka Kawranbazar Br. Dhaka Uttara Br. Dhaka<br />
Local Office Br. Dhaka Board Bazar Br. Gazipur Motijheel Branch, Dhaka Gulshan-1 Br. Dhaka<br />
Bangshal Br. Dhaka Netaiganj Br. Narayanganj Mohakhali Br. Dhaka Panthapath Br. Dhaka<br />
Imamgonj Br. Dhaka Bogra Br. Bogra Malibagh Br. Dhaka Banani Br. Dhaka<br />
Islampur Br. Dhaka Elephant Road Br. Dhaka Mirpur Br. Dhaka Narayangonj Br. Narayangonj<br />
Banani Br. Dhaka Barisal Br. Barisal Z H Sikder M. C. Br. Dhaka Munshikhola Br. Dhaka<br />
Foreign Exchange Br. Dhaka Simrail Br. Sidderganj, N.Gonj Islampur Br. Dhaka Jubilee Road Br. Chittagong<br />
Dhanmondi Br. Dhaka CDA Avenue Br. Chittagong Uttara Br. Dhaka Agrabad Br. Chittagong<br />
Kawranbazar Br. Dhaka Joypara Br. Dohar, Dhaka North Brook Hall Br. Dhaka Khatungonj Br. Chittagong<br />
Uttara Br. Dhaka Biswanath Br. Sylhet Lake Circus Br. Kalabagan, Dhaka CDA Avenue Br. Chittagong<br />
Amin Bazar Br. Dhaka Moulavi Bazar Br. Moulavi Bazar Mohammadpur Br. Dhaka Sylhet Br. Sylhet<br />
Islami Banking Br. Dhaka Muradpur Br. Chittagong Pragati Sarani Br. Dhaka Khulna Br. Khulna<br />
Narayangonj Br. Narayangonj Golapgonj Br. Sylhet Jatrabari Br. Dhaka Rajshahi Br. Rajshahi<br />
Laldighipar Br. Sylhet Rajshahi Br. Rajshahi Gazipur Br. Gazipur Jessore Br. Jessore<br />
Agrabad Br. Chittagong Naya Bazar Br. Dhaka Savar Bazer Br. Savar, Dhaka Trust Bank Limited<br />
Jubilee Road Br. Chittagong Imamgonj Br. Dhaka Narayangonj Br. Narayangonj Principal Branch, Dhaka<br />
Khatungonj Br. Chittagong Savar Bazar Br. Savar, Dhaka Pagla Bazar Br. Narayangonj SKB Br. Dhaka<br />
Dutch-Bangla Bank Limited Gazipur Chowrasta Br. Gazipur Sylhet Br. Sylhet Comilla Br. Comilla<br />
Local Office Br., Dhaka Feni Br. Feni Anderkillah Br. Chittagong Chittagong Cantt. Br. Chittagong<br />
Motijheel Foreign Exchange Br. Dhaka Comilla Br. Comilla Agrabad Br. Chittagong Rangpur Cantt. Br. Rangpur<br />
Nababpur Br. Dhaka Jubilee Road Br. Chittagong Khatungonj Br. Chittagong Jessore Cantt. Br. Jessore<br />
Banani Br. Dhaka Kadamtali Br. Chittagong Jubilee Road Br. Chittagong Agrabad Br. Chittagong<br />
Kawran Bazar Br. Dhaka Mirzapur Br. Mirzapur Tangail Sheikh Mujib Road Br. Chittagong Dhanmondi Br. Dhaka<br />
Shantinagar Br. Dhaka Cox’s Bazar Br. Cox’s Bazar Pahartali Br. Chittagong Khatungonj Br. Chittagong<br />
Dhanmondi Br. Dhaka Lohagara Br. Chittagong Narsingdi Br. Narsingdi Gulshan Corporate Br. Dhaka<br />
Baburhat Br. Narsingdi Basundhara Br. Dhaka Tangail Br. Tangail Dilkusha Corporate Br. Dhaka<br />
Narayangonj Br. Narayangonj Ring Road Br. Dhaka Khulna Br. Khulna CDA Avenue Br. Chittagong<br />
B.B. Road Br. Narayangonj Manikgonj Br. Manikgonj Rangpur Br. Rangpur Sylhet Corporate Br. Sylhet<br />
Agrabad Br. Chittagong HSBC Bogra Br. Bogra Millenium Corporate Br. Dhaka<br />
Mohakhali Br. Dhaka Motijheel Branch, Dhaka Rajshahi Br. Rajshahi Uttara Corporate Br. Dhaka<br />
Gulshan Br. Dhaka National Bank Limited Barisal Br. Barisal Mirpur Br. Dhaka<br />
Mirpur Br. Dhaka Bangshal Road Br. Dhaka Comilla Br. Comilla Naval Base Br. Chittagong<br />
Uttara Br. Dhaka Babubazar Br. Dhaka Standard Bank Limited Kawranbazar Br. Dhaka<br />
Patherhat Br. Chittagong Dilkusha Br. Dhaka Principal Branch, Dhaka Narayangonj Br. Narayangonj<br />
Hathazari Br. Cgittagong Elephant Road Br. Dhaka Foreign Exchange Br. Dhaka<br />
Islampur Br. Dhaka Foreign Ex. Br. Dhaka Topkhana Road Br.,Dhaka<br />
Dania Br. Dhaka Gulshan Br. Dhaka Imamgonj Br. Dhaka<br />
Khulna Br. Khulna Imamganj Br. Dhaka Gulshan Br. Dhaka<br />
Sylhet Br. Sylhet Dhanmondi Br. Dhaka Dhanmondi Br. Dhaka<br />
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Issuer<br />
Summit Alliance Port Limited.<br />
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Issue Manager<br />
Alliance Financial Services Limited.<br />
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.<br />
Summit Alliance Port Limited<br />
Application Form<br />
APPLICATIN FOR SHARES BY NON-RESIDENT BANGALDESH(S)<br />
(TO BE SENT DIRECTLY TO THE COMPANY’S CORPORATATE OFFICE)<br />
Warning: Please read the instructions at the back of this form: Incorrectly filled applications or failing to company with any<br />
of the instructions there in, application may be rejected.<br />
The Managing Director<br />
Summit Alliance Port Limited<br />
Katghar, North Patenga<br />
Chittagong<br />
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<br />
number that may be allotted to me/us upon the terms of the Company’s approved Prospectus and subject to the Memorandum<br />
and Articles of Association of the Company. Further, I/we authorize you to place my/our name(s) on the Register of Members<br />
of the Company as the holder(s) of…………..Shares allotted to me/us pursuant to his application and credit the said shares to<br />
my BO (Beneficiary Owner) Account and/or a Crossed (Account Payee only) Cheque in respect of any application money<br />
refundable by post/courier at my/our risk to the first applicant’s address stated below:-<br />
1. No. of Shares……….……………………………………………………………………………… of Tk.100 each per share.<br />
2. Amount of Tk. (in figure). …………………………………., (in words)………………………………………………….only<br />
Convertible into US Dollar 1.00 =Tk ……………………UK Pound Sterling 1.00 =Tk. and Euro 1.00 = Tk………...………<br />
3. Payment by cheque/draft no.……………………….dated…...……………….for US Dollar or UK Pound Sterling or Euro<br />
or Tk……….………….drawn<br />
on………………..………..………Bank…………………………..……………….……….Branch.<br />
4. Depository Owner (B/O) Account Number……………………………………………………………...……………………..<br />
(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid)<br />
5. I/we agree to fully abide by the instruction given herein.<br />
6. Particulars of Applicant(s).<br />
a) Sole/First Applicant<br />
Name:<br />
Father’s /Husband’s name:<br />
Mother’s name:<br />
Mailing address:<br />
Occupation:<br />
Nationality:<br />
Passport No.<br />
Valid up to:<br />
Date of Birth<br />
For refund warrant: Applicant’s Bank A/C No.<br />
Name of the Bank:<br />
Branch<br />
b) Second Applicant<br />
Name:<br />
Father’s /Husband’s name:<br />
Mother’s name:<br />
Mailing address:<br />
Occupation:<br />
Nationality:<br />
Passport No.<br />
Valid up to:<br />
Date of Birth:<br />
Nominee:<br />
Name:<br />
Mailing Address:<br />
7. I/we hereby declare that I/we have read the Prospectus of “Summit Alliance Port Limited”, and have willingly<br />
subscribed for ………no of shares of Tk.100.00 each per share on this form.<br />
8. Specimen Signature(s):<br />
Sole/First Applicant:<br />
Second Applicant:<br />
Nominee:<br />
Name in Block Letters<br />
Signature
Issuer<br />
Summit Alliance Port Limited.<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
INSTRUCTIONS<br />
1. As per provision of the Depository Act, 1999 and regulations made there under shares will only be issued in dematerialized condition. Please<br />
mention your BO (Beneficiary Owner) account number in the Application Form. If you do not mention your valid BO (Beneficiary Owner) account,<br />
your application will be treated as invalid.<br />
2. All information must be written or typed in block letters in English and must not be abbreviated.<br />
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<br />
criterion will not be considered for allotment purpose.<br />
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<br />
deposit account maintained in Bangladesh for the full value of shares favoring “SUMMIT ALLIANCE PORT LIMITED” and crossed “Account<br />
Payee only”.<br />
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<br />
after 14/08/2008 or received by the Company after 23/08/2008 will not be considered for allotment purpose.<br />
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<br />
on the application form through Account Payee cheque payable at Dhaka with bank account number, Bank’s name and Branch as indicated in the<br />
securities application form.<br />
7. In case of over-subscription, allotment shall be made by lottery solely in accordance with the instructions by SEC.<br />
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.<br />
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.<br />
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.<br />
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<br />
Bankers to the Issue, refund amount of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO<br />
Application Forms. Otherwise, refund will be made only through “Account Payee” cheque(s) showing bank account number and name of bank<br />
branch as mentioned in the application payable at Dhaka or Chittagong, as the case may be.<br />
12. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information in the<br />
application shall make the Application liable to rejection and subject to forfeiture of application money and / or forfeiture of share (unit) before or<br />
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<br />
and Exchange Commission (SEC). This may be in addition to any other penalties as may be provided for by the law.<br />
13. The intending NRB applicants shall deposit share money by US$/UK Pound Sterling/EURO draft drawn on any Bank and payable in Dhaka,<br />
Bangladesh, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka, supported by foreign<br />
currency encashment certificate issued by the concerned bank, for the value of securities applied for through crossed bank cheque marking “Account<br />
Payee only”. So that the issuer’s collecting bank can clear the proceeds and deposit the same into issuer bank’s account in time.<br />
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<br />
applicable for the Non Resident Bangladeshi (NRB) applicants.<br />
15. The applicant shall furnish photocopies of relevant pages of valid passports in support of his being a NRB, dual citizenship or of the<br />
foreign passport bearing an endorsement from the concerned Bangladeshi Embassy to the effect that no visa is required for him to travel to<br />
Bangladesh.<br />
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<br />
para-15 (above).<br />
17. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an<br />
applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In<br />
addition, whole or part of application money may be forfeited by the Commission.<br />
18. The Securities and Exchange Commission has decided that the primary shares allotted to an applicant through IPO may be forfeited by<br />
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<br />
their BO accounts operational till allotment of IPO shares.<br />
19. No sale of securities shall be made nor shall any money be taken from any person, in connection with such sale until<br />
twenty five days after the prospectus have been published.<br />
THE NRB APPLICATION ALONG WITH THE FOREIGN CURRENCY DRAFT, AS ABOVE, IS TO BE SUBMITTED TO THE<br />
COMPANY’S CORPORATE OFFICE DIRECTLY WITHIN THE STIPULATED TIME MENTIONED IN PARA 5.<br />
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Issuer<br />
Summit Alliance Port Limited.<br />
Additional disclosures regarding land of Summit Alliance Port Limited<br />
Issue Manager<br />
Alliance Financial Services Limited.<br />
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<br />
and 0.3033 acres are under process of mutation.<br />
Balance land aggregating 3.7536 acres got registered in the name of SAPL based on correct ownership and duly muted<br />
documents in the name of sellers. AC land rejected to receive documents for mutation verbally saying that the Civil Aviation<br />
authority acquisitioned the lands vide L.A Case No. 10/95-96 dated 21-09-95. However some of the land owners have gone<br />
for challenging the acquisition order.<br />
Dated: June 11, 2008<br />
Sd/-<br />
BASU BANERJEE NATH & CO.<br />
CHARTERED ACCOUNTANTS<br />
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