Prospectus of IPO - Chittagong Stock Exchange

Barakatullah Electro Dynamics Limited 

Lighting Bangladesh, We Promise... 

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

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ProsPectus 

For Public offering of 20,000,000 ordinary shares of tk. 60/- each including 

a premium of tk. 50/- per share totaling tk. 1,200,000,000/- of 

BArAKAtuLLAH eLectro DYNAMIcs LIMIteD 

Opening Date for Subscription: 6 March 2011 Closing Date for Subscription: 10 March 2011 

For Non-Resident Bangladeshi Quota Subscription Closes on: 19 March 2011 

MANAGer to tHe Issue 

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Prime Finance capital Management Limited 

63 Dilkusha C/A (3rd Floor), Dhaka-1000, Phone: 9563883 Fax: 9563692 

E-mail: info@primefincap.com ; Website: www.primefincap.com 

Bangladesh Mutual securities Limited 

Shareef Mansion (7th Floor), 56-57, Motijheel C/A Dhaka-1000 

ec securities Limited 

Nafi Tower (6th Floor), Plot No. 53, Gulshan South C/A, Gulshan-1, 

Dhaka-1212 

IcB capital Management Limited 

BDBL Bhaban (14th Floor), 8 D.I.T Avenue, Dhaka-1000 

LankaBangla Finance Limited 

Safura Tower (Level 11), 20 Kemal Ataturk Avenue, Banani, Dhaka-1213 

Prime Bank Investment Limited 

Peoples Insurance Bhaban (11th Floor), 36 Dilkusha C/A, Dhaka-1000 

southeast Bank Limited 

Eunoos Centre (Level 2), 52-53 Dilkusha C/A, Dhaka-1000 

union capital Limited 

Noor Tower (5th Floor), 73 Sonargaon Road, Dhaka-1205 

Investment Corporation of Bangladesh (ICB) 

Bank Asia Limited 

Dhaka Bank Limited 

First Security Islami Bank Limited 

One Bank Limited 

uNDerWrIters 

BANKers to tHe Issue 

creDIt rAtING 


Tea Board Building (1st Floor), 111-113, Motijheel C/A, Dhaka-1000 

Grameen capital Management Limited 

Grameen Bank Bhaban (10th Floor), Mirpur-2, Dhaka-1216 

IDLc Finance Limited 

Eunoos Trade Center (Level 21), 52-53 Dilkusha C/A, Dhaka-1000 

Mercantile securities Limited 

Paramount Heights (13th Floor), 65/2/1 Box Culvert Road 

Purana Paltan, Dhaka-1000 


63, Dilkusha C/A (3rd Floor), Dhaka-1000 

swadesh Investment Management Limited 

Unique Trade Center (Level 11), Suit No. 01, 8 Panthapath 

Kawran Bazar, Dhaka-1215 

uttara Finance and Investments Limited 

Jiban Bima Tower (6th Floor), 10 Dilkusha C/A, Dhaka-1000 

BRAC Bank Limited 

Shahjalal Islami Bank Limited 

Southeast Bank Limited 

Standard Chartered Bank 

Trust Bank Limited 

credit rating by: Credit Rating Agency of Bangladesh Limited (CRAB) 

rating: Long term AA 2 

Date of Prospectus: 1 February 2011 

the issue shall be placed in “N” category 

“SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 

2006. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL 

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

STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE 

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

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Barakatullah electro Dynamics Limited 

(AN Iso 9001:2008 certIFIeD coMPANY) 

REGISTERED OFFICE 

102-Azadi, Mirboxtola, Sylhet-3100 

Phone: 0821-2832117 ; Fax : 0821-2830282 

E-mail: info@bedlbd.com 

Website: www.bedlbd.com 

CORPORATE OFFICE 

6/A/1 (2nd Floor), Segunbagicha, Ramna, Dhaka-1000 

Phone: 02-9572305, 02-9560339 ; Fax : 02-9559015 


Website: www.bedlbd.com 

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PROSPECTUS 

ELEBARATION OF ABBREVIATED TERMS 

BEDL/The Company Barakatullah Electro Dynamics Limited 

BSA Bangladesh Standards on Auditing 

BPDB Bangladesh Power Development Board 

BOO Build-Own-Operate 

BAS Bangladesh Accounting Standards 

BO Account Beneficiary Owners Account 

CSE Chittagong Stock Exchange Limited 

CDBL Central Depository Bangladesh Limited 

CIB Credit Information Bureau 

DSE Dhaka Stock Exchange Limited 

GOB Government of Bangladesh 

IAS International Accounting Standards 

ICAB Institute of Chartered Accountants of Bangladesh 

IDCOL Infrastructure Development Company Limited 

IIDFC Industrial & Infrastructure Development Finance Company Limited 

JGTDSL Jalalabad Gas Transmission and Distribution System Ltd 

NRB Non Resident Bangladeshi 

NAV Net Asset Value 

O&M Operation & Maintenance 

PPA Power Purchase Agreement 

GEN SET Generator 

PLANT FACTOR Generation capacity (KWH) proportionate to the Rendering capacity (KWH) 

MICR Magnetic Ink Character Recognition 

FC Account Foreign Currency Account

AVAILABILITY OF PROSPECTUS 



Prospectus of Barakatullah Electro Dynamics Limited may be obtained from the Issuer Company, Issue Manager, 

Underwriters and the Stock Exchanges as follows: 

company contact Person telephone Number 


Registered Office: 102-Azadi, Mirboxtola, Sylhet-3100 

Corporate Office: 6/A/1 (2nd Floor), Segunbagicha 

Ramna, Dhaka-1000 

Monoj Das Gupta 

Assistant Manager 

Nasirul Islam (Kazol) 

Assistant Manager 

+880-821-2832117, 

+880-2-9572305, 

+880-2-9560339 

Manager to the issue contact Person telephone Number 


63, Dilkusha C/A (3rd Floor) 

Dhaka-1000 

M. Mosharraf Hossain PhD, FcA 

Managing Director & CEO 

9563883 

underwriters contact Person telephone Number 


Shareef Mansion (7th Floor), 56-57, Motijheel C/A 

Dhaka-1000 


Tea Board Building (1st Floor) , 111-113, Motijheel C/A, 

Dhaka-1000 


Nafi Tower (6th Floor), Plot No. 53, Gulshan South C/A, 

Gulshan-1, Dhaka-1212 


Grameen Bank Bhaban (10th Floor), Mirpur-2 

Dhaka-1216 


BDBL Bhaban (14th Floor), 8 D.I.T Avenue 

Dhaka-1000 


Eunoos Trade Center (Level 21), 52-53 Dilkusha C/A 

Dhaka-1000 


A-A Bhaban (Level 6), 23 Motijheel C/A 

Dhaka-1000 


Paramount Heights (13th Floor), 65/2/1 Box Culvert Road, 

Purana Paltan, Dhaka-1000 


Peoples Insurance Bhaban (11th Floor), 36 Dilkusha C/A, 

Dhaka-1000 


63, Dilkusha C/A (3rd Floor) 

Dhaka-1000 


Eunoos Centre (Level 2), 52-53 Dilkusha C/A 

Dhaka-1000 


Unique Trade Center (Level 11), Suit No. 01, 8 Panthapath, 



Noor Tower (5th Floor), 73 Sonargaon Road 

Dhaka-1205 


Jiban Bima Tower (6th Floor), 10 Dilkusha C/A 

Dhaka-1000 

suman chandra Modak 

Assistant Vice President 

Md. Ashrafuddin Ahmed 

Senior Vice President 

Mohammad Khurshid Alam 

Head of Monitoring & 

Settlement 

shieadul Morsalin 

Head of Merchant Banking 

Md. Abdur rouf 

Chief Executive Officer 

Md. Moniruzzaman 


M. shakil Islam Bhuiyan 


Mustofa Kamal 


sheikh Mortuza Ahmed 




Farjana Akter sadi 

Assistant Vice President 

Mamun Ahmed 

Managing Director 

Abul Munim Khan 

Executive Vice President & 

Head of Business 

Mohammad shahinur rahman 

Principal Officer, 

Merchant Banking 

7169428 

7177031-32 

8818108-9 

9005257-69 

7160326-7 

9571170 

9561238 

7119654 

9555674 

9563883 

9571115 

8158166 

9662888 

9568207 

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PROSPECTUS 

stock exchanges Available At telephone Number 

Dhaka stock exchange Ltd. 

9/F Motijheel C/A 

Dhaka–1000 

chittagong stock exchange Ltd. 

1080 Sheikh Mujib Road, Agrabad 

Chittagong–4100 

DSE Library 9564601-7 

CSE Library 

(031) 714632-3 

(031) 720871-3 

Prospectus is also available on these web sites www.secbd.org, www.primefincap.com, www.bedlbd. 

com, www.dsebd.org, www.csebd.com and public reference room of the Securities and Exchange 

Commission (SEC) for reading and study. 

CORPORATE DIRECTORY 

reGIstereD reGIstereD oFFIce corPorAte oFFIce PLANt 

102-Azadi, Mirboxtola 6/A/1 (2nd Floor), Segunbagicha, Ramna Fenchugonj 

Sylhet-3100, Bangladesh Dhaka-1000, Bangladesh Sylhet, Bangladesh 

Tel: +880-821-2832117 Tel: +880-2-9572305, 9560339 

Fax: +880-821-2830282 Fax: +880-2-9559015 


Web Site: www.bedlbd.com 

AUDITOR 

HAQue sHAHALAM MANsur & co. 

Chartered Accountants 

27- Bijoy Nagar, Shaj Bhaban (6th Floor), B-11 

Dhaka-1000, Bangladesh 

Tel: +880-2-8311197, 9358787 

Fax: +880-2-9362649 

E-mail: abdullaalmahmud@yahoo.com

TABLE OF CONTENTS 



Item Page No. 

Disclosure in respect of issuance of securities in demat form 7 

conditions under section 2cc of the securities and exchange ordinance, 1969 7 

General information 11 

Declarations and due diligence certificates 12 

Declaration about the responsibility of the Directors including the CEO of the Company in respect of the prospectus 12 

Consent of the Director(s) to Serve a Director(s) 13 

Declaration about filing of prospectus with the Registrar of Joint Stock Companies & Firms 13 

Due Diligence Certificate of Manager to the Issue 14 

Due Diligence Certificates of the Underwriter(s) 15 

risk factors & management perceptions about the risks 16 

capital structure 18 

use of IPo proceeds 18 

Description of business 19 

Company at a glance 19 

Important dates 19 

Nature of business 19 

Principal products and services 19 

Market for products and services 19 

Relative contribution of the product/service that account for more than 10% of the total revenue 19 

Associate, subsidiary/related holding company 19 

Distribution of products/services 19 

Competitive condition in business 20 

Sources and availability of raw materials and the name of principal suppliers 20 

Sources of, and requirement for power, gas and water or any other utilities 20 

Customer providing 10% or more revenues 20 

Description of contract(s) with principal suppliers/customers 20 

Material patents, trademarks, licenses or royalty agreements 21 

Number of employees 21 

Production or service rendering capacity and current utilization 22 

Description of property 23 

Plan of operation and discussion of financial condition 23 

Internal and external sources of cash 23 

Material commitment for capital expenditure 24 

Causes for material changes from period to period 24 

Seasonal aspect of the company’s business 24 

Known trends, events or uncertainties 24 

Changes in the assets of the company used to pay off any liabilities 24 

Loan taken from holding/parent company or subsidiary company 24 

Loan given to holding/parent company or subsidiary company 24 

Future contractual liabilities 24 

Future capital expenditure 24 

VAT, income tax, customs duty or other tax liability 25 

Operating lease during the last five years 25 

Financial lease commitment 25 

Personnel related scheme 25 

Breakdown of issue expenses 26 

Revaluation of assets 27 

Transactions with subsidiary/holding company or associate companies 27 

Auditors’ special report regarding allotment of shares for consideration other than for cash 27 

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PROSPECTUS 

Material information which is likely to have an impact 27 

Directors and officers 28 

Information regarding directorship 28 

Directors’ involvement in other organization 29 

Family relationship among directors and top five officers 30 

Short bio-data of the directors 31 

Credit Information Bureau (CIB) report 31 

Description of senior executives and departmental heads 34 

Involvement of Directors and officers in certain legal proceedings 34 

certain relationships and related transactions 35 

Transaction with related parties 35 

Directors’ facilities 35 

executive compensation 36 

Remuneration paid to top five salaried officers 36 

Aggregate amount of remuneration paid to directors and officers 36 

Future compensation 36 

Pay increase intention 36 

Options granted to Directors, officers and employees 36 

transaction with the Directors and subscribers to the Memorandum 36 

tangible assets per share 38 

ownership of the company’s securities 39 

Shareholding structure 39 

Securities owned by the officers 39 

Determination of offering price 40 

Market for the securities being offered 45 

Description of securities outstanding or being offered 45 

Dividend, voting, pre-emption rights 45 

Conversion and liquidation rights 45 

Dividend policy 45 

Other rights of stockholders 46 

Debt securities 46 

Lock-in on sponsors’ shares 46 

refund of subscription money 53 

Subscription by and refund to non-resident Bangladeshi (NRB) 54 

Availability of securities 54 

Offer 54 

Application for subscription 54 

Allotment 57 

underwriting of shares 57 

Principal terms and conditions of underwriting agreement 58 

Financial statements 59 

Auditors’ report to the shareholders 60 

Selected ratios 84 

Auditors’ report in pursuance of Section 135(1) under Para 24(1) of Part II of Third Schedule of the Companies Act, 1994 85 

credit rating report 88 

Application forms 114 

Additional disclosure by the auditor 118 

Additional disclosure by the management as required by the Dse 119 

Additional disclosure by the management 120



DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM 

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

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

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

1. 

2. 

3. 

4. 

5. 

CONDITIONS UNDER SECTION 2CC OF THE SECURITIES AND EXCHANGE 

ORDINANCE, 1969 

PART A 

The company shall go for Initial Public Offer (IPO) for 2,00,00,000 ordinary shares of Tk 60 each including a 

premium of Tk. 50 per share totaling Tk 120,00,00,000 (One hundred twenty crore) following the Securities and 

Exchange Commission (Public Issue) Rules, 2006, the Depository Act, 1999 and regulations made there under. 

The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in 4 (four) 

national daily newspapers (two in Bangla and two in English), within 03 (three) working days of issuance of the 

consent letter. The issuer shall post the full prospectus, vetted by the Securities and Exchange Commission in the 

issuer’s website and shall also put on the websites of the Commission, Stock Exchanges, and the Issue Manager 

within 03 (three) working days from the date of issuance of this letter and shall remain posted till the closure of the 

subscription list. The issuer shall submit to SEC, the Stock Exchanges and the Issue Manager a diskette containing the 

text of the vetted prospectus in “MS-Word” format. 

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

receive one. A notice shall be placed on the front of the application form distributed in connection with the offering, 

informing that interested persons are entitled to a prospectus, if they so desire, and that copies of prospectus may 

be obtained from the issuer and the issue managers. The subscription application shall indicate in bold type that 

no sale of securities shall be made, nor shall any money be taken from any person, in connection with such sale 

until twenty five days after the prospectus has been published. 

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

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

in the newspaper. 

The issuer company and the issue manager shall ensure transmission of the prospectus, abridged version of the 

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

version of the prospectus, to the Bangladesh Embassies and Missions abroad and shall also ensure sending of the 

printed copies of abridged version of the prospectus and application forms to the said Embassies and Missions 

within 5 (five) working days of the publication date by Express Mail Service (EMS) of the postal department. A 

compliance report shall be submitted in this respect to the SEC jointly by the issuer and the issue manger within 2 

(two) working days from the date of said dispatch of the prospectus & the forms. 

6. The paper clipping of the published abridged version of the prospectus, as mentioned at condition no.2 above, 

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

7. 

8. 

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

also open Foreign Currency (FC) account(s) to deposit the application money of the Non-Resident Bangladeshis 

(NRBs) for IPO purpose, and shall incorporate full particulars of said FC account(s) in the prospectus. The 

company shall open the above-mentioned accounts for IPO purpose; and close these accounts after refund of 

over-subscription money. Non-Resident Bangladeshi (NRB) means Bangladeshi citizens staying abroad including 

all those who have dual citizenship (provided they have a valid Bangladeshi passport) or those, whose foreign 

passport bear a stamp from the concerned Bangladesh Embassy to the effect that no visa is required to travel to 

Bangladesh. 

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

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

submitted to SEC, to the stock exchanges. 

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PROSPECTUS 

9. 

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

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

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

subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription 

money within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or from the date of 

expiry of the said 75 (Seventy Five) days, as the case may be. 

In case of non-refund of the subscription money within the aforesaid fifteen days, the Directors of the Company, in 

addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with 

interest at the rate of 2% (Two Percent) per month above the bank rate, to the subscribers concerned. 

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

conditions and shall submit compliance report thereon to the Commission within 7 (seven) days of expiry of the 

aforesaid fifteen days time period allowed for refund of the subscription money.” 

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

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

days. 

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

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

in Taka, supported by foreign currency encashment certificate issued by the concerned bank, for the value of 

securities applied for through crossed bank cheque marking “Account Payee only”. The NRB applicants shall send 

applications to the issuer company within the closing date of the subscription so as to reach the same to the 

company by the closing date plus 9 (Nine) days. Applications received by the company after the above time period 

will not be considered for allotment purpose. 

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

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

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

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

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

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

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

days, in respect of the following matters, namely: - 

(a) 

(b) 

(c) 

Total number of securities for which subscription has been received; 

Amount received from the subscription; and 

Amount of commission paid to the banker to the issue. 

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

valid and invalid applicants (i.e. final status of subscription) in electronic form in 2 (Two) CDs and final status of 

subscription to the Commission within 3 (three) weeks after the closure of the subscription along with bank 

statement (original), branch-wise subscription statement. The list of valid and invalid applicants shall be finalized 

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

16. The IPO shall stand cancelled and the application money shall be refunded immediately (but not later than 5 (Five) 

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

(a) 

(b) 

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

under subscription including the number of the underwriter) is less than the minimum requirement 

as specified in the listing regulations of the stock exchange(s) concerned; or 

At least 50% of the IPO is not subscribed. 

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

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

subscription by the general public. In case of under-subscription under any of the 10% categories mentioned 

above, the unsubscribed portion shall be added to the general public category and, if after such addition, there is 

over subscription in the general public category, the issuer and the managers to the issue shall jointly conduct an 

open lottery of all the applicants added together.



18. All the applicants shall first be treated as applied for one minimum market lot of 200 shares worth tk. 12,000/- 

(taka twelve thousand only). If, on this basis, there is over subscription, then lottery shall be held amongst 

the applicants allocating one identification number for each application, irrespective of the application money. In 

case of over-subscription under any of the categories mentioned hereinabove, the issuer and the issue manager 

shall jointly conduct an open lottery of all the applications received under each category separately in presence of 

representatives from the issuer, the stock exchanges and the applicants, if there be any. 

19. An applicant can not submit more than two applications, one in his/her own name and another 

jointly with another person. In case an applicant makes more than two applications, all applications 

will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part 

of application money may be forfeited by the commission. 

20. the applicant shall provide the same bank account number in the application form as it is in the Bo 

account of the application. otherwise the application will be considered invalid and the subscription 

money may be forfeited. 

21. Lottery (if applicable) shall be held within 4 (four) weeks from closure of the subscription date. 

22. The company shall issue share allotment letters to all successful applicants within 5 (five) weeks from the date of 

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

in which the value of securities was paid for by the applicants without any interest, through direct deposit to the 

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

bank’s name and branch as indicated in the securities application forms payable at Dhaka/Chittagong/Khulna/ 

Rajshahi/Barisal/Sylhet/ Bogra, as the case may be subject to condition 19 above. 

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

closen the option in the IPO application forms, as maintained in with the bankers to the issue or any other banks 

mentioned in the application. 

A compliance report in this regard shall be submitted to the Commission within 7(Seven) weeks from the date of 

closure of subscription. 

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

which the shares will be listed, within 24 (Twenty Four) hours of allotment. 

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

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

within 10 (Ten) days of the subscription closing date on full payment of the share money within 15 (Fifteen) days of the 

issuer’s notice. The underwriter shall not share any underwriting fee with the issue manager, other underwriters, issuer 

or the sponsor group. 

25. All issued shares of the issuer except the institutional bidders shares, at the time of according this consent shall 

be subject to a lock- in period of three years from the date of issuance of prospectus or commercial operation, 

whichever comes later. 

Provided that the persons (other than Directors and those who hold 5% or more shares in the company), who have 

subscribed to the shares of the company within immediately preceding two years of according consent shall be 

subject to a lock-in period of 1 (one) year from the date of issuance of prospectus or commercial operation, 

whichever comes later. 

26. In respect of shares of Sponsor/Directors/Promoters (if in paper format) shall be handed over to security custodian 

bank registered with SEC and shall remain till completion of lock in and the name the name and branch of the 

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

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

(shares of Sponsor/ Directors/ Promoters) can be demated and will remain in lock-in under CDBL system and 

issuer will submit a dematerialization confirmation report generated by CDBL and attested by Managing Director 

of the company along with lock-in confirmation with SEC within one week of listing of the shares with the stock 

exchange(s). In respect of shares other than Sponsor/Directors/Promoters the issuer will ensure their lock-in of 

those shares and submit a statement to this effect to SEC. 

The company shall apply to the stock exchanges for listing within 

27. 7(seven) working days of issuance of this 

letter and shall simultaneously submit to the Commission attested copies of the application filed with the stock 

exchanges. 

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PROSPECTUS 

PART B 

1. Prime Finance & Investment Limited, the Issue Manager, shall ensure that the abridged version of the 

prospectus and the full prospectus is published correctly and in strict conformity with the conditions of this letter 

without any error/omission, as vetted by the Securities and Exchange Commission. 

2. 

3. 

4. 

The issue manager shall carefully examine and compare the published abridged version of prospectus on the date 

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

issue manager shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously 

endorsing copies thereof to SEC and the stock exchange(s) concerned, correcting the discrepancy/inconsistency 

as required under ‘Due Diligence Certificates’ provided with SEC. 

Both the issuer company and the issue manager shall, immediately after publication of the prospectus and its 

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

are verbatim copies of the same as vetted by the Commission. 

The fund collected through Public Offering shall not be utilized prior to listing with stock exchanges and that 

utilization of the said fund shall be effected through banking channel, i.e. through account payee cheque, pay 

order or bank drafts etc. 

5. The company shall furnish report to the Commission on utilization of Public Offering proceeds within 15 (Fifteen) 

days of the closing of each quarter until such fund is fully utilized, as mentioned in the schedule contained in 

the prospectus, and in the event of any irregularity or inconsistency, the Commission may employ or engage any 

person, at issuer’s cost, to examine whether the issuer has utilized the proceeds for the purpose disclosed in the 

prospectus. 

6. 

7. 

8. 

1. 

2. 

1. 

2. 

3. 

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

Proceeds of the Public Offering shall not be used for any purpose other than those specified in the prospectus. Any 

deviation in this respect must have prior approval of the shareholders in the shareholders Meeting under intimation 

to SEC and stock exchange(s). 

Directors on the Company’s Board will be in accordance with the applicable laws, rules and regulations. 

PART C 

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

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

its publication. 

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

necessary, which shall also be binding upon the issuer company. 

PART D 

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

dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh 

Ltd. (CDBL) system and any further issuance of shares (Including right/bonus) will be issued in dematerialized 

form only. 

An applicant (including NRB) shall not be able to apply for allotment of shares without Beneficial Owners (BO) account . 

The company shall deposit 3% tax to the Government Treasury on the share premium of the IPO and submit 

authenticated copy of ‘treasury Chalan’ to the Commission, among others, to obtain consent for holding of lottery 

in line with the NBR’s Order No. Rviv‡ev/AvqKi ev‡RU/2010/97 dated 30.06.2010 dated 06.07.2010. 

The company along with the issue manager shall also ensure due compliance of all above condition and the 

Securities & Exchange Commission (Public Issue) Rules, 2006.

GENERAL INFORMATION 



The Prospectus has been prepared by Prime Finance capital Management Limited from 

information supplied by Barakatullah electro Dynamics Limited (the Company) and also 

several discussions with the Managing Director and related executives of the Company which is 

publicly available. The Board of Directors of Barakatullah electro Dynamics Limited hereby 

confirms that to the best of their knowledge and belief the information contained herein is true 

and correct in all material respects and that there are no other material facts the omission of which 

would make any statement herein misleading. 

No person is authorized to give any information or to make any representation not contained in this 

Prospectus and if given or made, any such information or representation must not be relied upon as 

having been authorized by the Company or the Issue Manager. 

The Issue, as contemplated in this document, is made in Bangladesh and is subject to the exclusive 

jurisdiction of the Courts of Bangladesh. Forwarding this Prospectus to any person residing outside 

Bangladesh in no way implies that the issue is made in accordance with the laws of that country 

or is subject to the jurisdiction of the laws of that country. 

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PROSPECTUS 

DECLARATIONS AND DUE DILIGENCE CERTIFICATES 

Declaration about the Responsibility of the Directors, including the CEO of the 

Company “Barakatullah Electro Dynamics Limited” in Respect of the Prospectus 

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

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

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

reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are 

no other information or documents the omission of which make any information or statements therein misleading for 

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

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

informed decision for investment. 

Sd/- 

Faisal Ahmed chowdhury 

Chairman 

Sd/- 

Nayem Ahmed chowdhury 

Director 

Sd/- 

Nanu Kazi Mohammed Miah 

Director 

Sd/- 

Kazi Mohammed Angur Miah 

Director 

Sd/- 

Manzur Ashraf Khan 

Director 

Sd/- 

Monsur Alam chowdhury 

Director 

Sd/- 

Md. Ahsanul Kabir 

Vice Chairman 

Sd/- 

Fahim Ahmed chowdhury 

Director 

Sd/- 

Md. shirajul Islam 

Director 

Sd/- 

Abdul Mumin 

Director 

Sd/- 

Alimus sadat chowdhury 

Director 

Sd/- 

Yeahyea Murad Khan 

Director 

Sd/- 

Gulam rabbani chowdhury 

Director & Managing Director 

Sd/- 

Abdul Bari 

Vice Chairman 

Sd/robin 

chowdhury 

Director 

Sd/- 

Mohammed Abdul Ahad 

Director 

Sd/- 

Nasim Ahmed chowdhury 

Director 

Sd/- 

Afzal rashid chowdhury 

Director 

Sd/ubaydia 

chowdhury 

Director



Consent of the director(s) to serve as director(s) 

We hereby agree that we have been serving as Director(s) of “Barakatullah electro Dynamics Limited” and 

continue to act as Director(s) of the Company. 

Sd/- 

Faisal Ahmed chowdhury 

Chairman 

Sd/- 

Nayem Ahmed chowdhury 

Director 

Sd/- 

Nanu Kazi Mohammed Miah 

Director 

Sd/- 

Kazi Mohammed Angur Miah 

Director 

Sd/- 

Manzur Ashraf Khan 

Director 

Sd/- 

Monsur Alam chowdhury 

Director 

Sd/- 

Md. Ahsanul Kabir 

Vice Chairman 

Sd/- 

Fahim Ahmed chowdhury 

Director 

Sd/- 

Md. shirajul Islam 

Director 

Sd/- 

Abdul Mumin 

Director 

Sd/- 

Alimus sadat chowdhury 

Director 

Sd/- 

Yeahyea Murad Khan 

Director 

Sd/- 



Sd/- 

Abdul Bari 

Vice Chairman 

Sd/robin 

chowdhury 

Director 

Sd/- 

Mohammed Abdul Ahad 

Director 

Sd/- 

Nasim Ahmed chowdhury 

Director 

Sd/- 

Afzal rashid chowdhury 

Director 

Sd/ubaydia 

chowdhury 

Director 

Declaration about filing of Prospectus with the Registrar of Joint Stock 

Companies & Firms 

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

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

1994 before Publication of the Prospectus. 

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PROSPECTUS 

Due diligence certificate of manager to the issue 

sub: Public offer of 20,000,000 ordinary shares of tk. 60/- each including a premium of tk. 50/- per 

share totaling to tk. 1,200,000,000 of Barakatullah electro Dynamics Limited 

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

1. 

2. 

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

materials as relevant for adequate disclosures to the investors; and 

On the basis of such examination and the discussions with the issuer company, it’s Directors and Officers, and 

other Agencies, independent verification of the statements concerning objects of the issue and the contents of the 

documents and other materials furnished by the issuer company. 

We coNFIrM tHAt: 

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

relevant to the issue; 

(b) 

(c) 

all the legal requirements connected with the said issue have been duly complied with; and 

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

informed decision for investment in the proposed issue. 

For Manager to the Issue 

Sd/- 



Prime Finance Capital Management Limited 

Date: 01 February 2011

Due diligence certificate of the underwriter(s) 



sub: Public offer of 20,000,000 ordinary shares of tk. 60/- each including a premium of tk. 50/- per 

share totaling to tk. 1,200,000,000 of Barakatullah electro Dynamics Limited 

We, the under-noted Underwriter(s) to the abovementioned forthcoming issue, state individually and collectively as 

follows: 

1. 

2. 

We, while underwriting the abovementioned issue on a firm commitment basis, have examined the draft prospectus, 

other documents and materials as relevant to our underwriting decision; and 

On the basis of such examination and the discussion with the issuer company, it’s Directors and Officers, and 

other Agencies, independent verification of the statements concerning objects of the issue and the contents of the 

documents and other materials furnished by the issuer company; - 

We coNFIrM tHAt: 

(a) all information as are relevant to our underwriting decision have been received by us and the draft prospectus 

forwarded to the Commission has been approved by us; 

(b) we shall subscribe and take up the un-subscribed securities against the abovementioned public issue within 

15 (fifteen) days of calling up thereof by the issuer; and 

(c) this underwriting commitment is unequivocal and irrevocable. 

For underwriters 

Sd/- 

Md. Golam sarwar Bhuiyan 


Bangladesh Mutual Securities Limited 

Sd/- 

Md. Aliuzzaman 


Grameen Capital Management Limited 

Sd/- 

Mafizuddin Sarker 



Sd/- 



Prime Finance Capital Management 

Limited 

Sd/- 

Mushfiq Ul Quayoom 

Managing Director (Current Charge) 

Union Capital Limited 

Sd/erfanuddin 

Ahmed 

President & Managing Director 


Sd/- 

Md. Abdur rouf 


ICB Capital Management Limited 

Sd/- 

Mustofa Kamal 


Mercantile Securities Limited 

Sd/syed 

Imtiaz Hasib 

Deputy Managing Director 

Southeast Bank Limited 

Sd/- 

S.M. Shamsul Arefin 


Uttara Finance and Investments 

Limited 

Sd/tanjil 

chowdhury 


EC Securities Limited 

Sd/selim 

r. F. Hussain 

CEO & Managing Director 

IDLC Finance Limited 

Sd/sheikh 

Mortuza Ahmed 



Sd/- 

Mamun Ahmed 


Swadesh Investment Management 

Limited 

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PROSPECTUS 

RISK FACTORS & MANAGEMENT PERCEPTIONS ABOUT THE RISKS 

Every equity investment is associates with risks. Among those risks some can be averted, others are beyond control. 

Before making any investment decision, Investors should take the risk factors into consideration. Major such risk 

factors are described in brief as under: 

Interest rate risks 

Volatility of money market may influences the overall interest rate structure of the country. On 30 June 2010, as the 

company has about Tk. 140.15 crore of outstanding loans, any unfavorable change in interest rate structure may affect 

the company’s business adversely. 

Management perception 

Management of the company believes that rise in interest rate will not substantially affect the company. 

On the other hand, if interest rate falls, the company will go for alternative investment schemes to utilize 

its funds. Moreover, management of BEDL is planning to pay off its term loans with the IPO proceeds. 

After paying off the term loans exposure of BEDL to interest rate risk will reduce to a great extent. 

exchange rate risks 

Taka has been devalued significantly against dollar and it is very unlikely to appreciate in near future. But devaluation 

of local currency against major international currencies will not affect the company’s business. 


Since all dues relating to import of machineries and equipments from abroad has been settled, exchange 

rate risk is not going to hamper business of the company. 

Industry risks 

The Company is operating in an industry where there is a huge gap between demand and supply. Although power 

sector is a highly demanding and aggravated sector in our country, chances are there that excessive competition may 

hamper the company’s business. 


Currently there is a huge gap between demand and supply of electricity in our country. On the other 

hand demand for electricity is increasing drastically day by day. In this situation chance of excessive 

competition is almost zero. Moreover BPDB purchase 100% of the electricity produced by the company 

at a rate predetermined in the Power Purchase Agreement which is also adjusted as per consumer price 

index. Hence, the company is protected against any sort of loss due to competition or inflation. 

Market and technology-related risks 

Capacity of generating power is dependent to a great extent on the capacity of its generators. Should there be any 

disturbance in the technology used by the company; operation of the company may face major turbulence. 


The company is using state of the art technology and modern machines. The plant is comprised of 19 

units of generator sets from the world renowned gas fuelled reciprocating engine manufacturer GE 

Jenbacher, Austria. Total installed capacity of the plant is 55.138 MW where contracted capacity is 

51 MW of electricity. To ensure uninterrupted supply of electricity the project has 8.11% of reserve 

margin in production. To reduce any chance of disturbances the company has enter a spare parts supply 

contract for a period of 15 years with GE Jenbacher. Furthermore the management of the company is 

very serious about timely maintenance of the machineries. 

Potential or existing government regulations 

Although existing government rules and regulations are very favorable for the company, chances are there that the 

government might take any policy that may adversely affect profitability and operation of the company. 


The Government is committed for providing affordable and reliable electricity to all citizens by 2020 for 

economic and social development. The government has declared its vision for power sector to make the 

country free from load shedding beyond 2011 and to make electricity for all by year 2020.



Hence, management of the company is confident enough that regarding government policy BEDL will 

not have to face any unfavorable situation. 

Potential changes in global or national policies 

Changes in government policy as well as policy of foreign countries may affect adversely the business of the company. 

Any structural change in power generation industry may adversely affect the business and may have negative impact 

on the profitability of the Company. 


Modern life is totally dependent on electricity. Without electricity modern life cannot sustain. Without 

uninterrupted flow of electricity development of a country is not possible. Hence, As far as national 

policy is concerned, power sector is not going to face any adverse effect. On the other hand, chances of 

global policies hampering power sector of our country is very negligible. 

History of non-operation 

If a company becomes non-operative for some period in its operating life then risk of becoming non-operative in future 

for the same reasons or other probable reasons should be considered carefully. 


The Company does not have any history of non- operation so no risk has arise in this respect. Moreover 

the Company is trying to expand its business by installing more power plants. So, chance of becoming 

non-operative in future is very low. 

operations risks 

Operational risk covers the ability of the project to achieve the performance as envisaged. Technology used, fuel supply 

arrangement, operation & maintenance (O&M) arrangement and political condition are major sources of operational 

risk for the company. 


To mitigate fuel supply problem BEDL has signed gas supply agreement with Jalalabad Gas Transmission 

and Distribution Systems Ltd. (JGTDSL) on 22 June 2008 for a term of 15 years to supply gas in 

required quantity and specification throughout the agreement period. For O&M of the plant, BEDL 

has appointed local qualified engineers and technicians who have experience to work in power plants. 

Moreover the plant vendor GE Jenbacher GmbH & Co. will supply all necessary spare parts for a period 

of 15 years with 1 year warranty period from the date of delivery. During major overhaul, BEDL will 

engage GE Jenbacher GmbH & Co. for providing the overhaul services. As the company installed 19 

units of generators, electricity supply will not be hampered to a great extent even at the time of 

scheduled maintenance or any minor problem. Power project in general has operational risk and for this 

project is quite high considering 15 years of operation. However technical expertise availability in the 

country, supply contract with the vendor as well as reserve margin of around 8.11% (installed capacity) 

mitigates the operational risk to a great extent. 

otHer rIsKs 

Project duration risk 

The company entered an agreement with Bangladesh Power Development Board (BPDB) with a condition that the 

agreement shall become effective upon signing and shall terminate fifteen (15) years after the commercial operations 

date, unless extended or earlier terminated persuante to the provisions of this agreement. 


Management perceive that there are no possibilities of early termination of the agreement as there 

are huge demand for power in our country. Government of Bangladesh is encouraging more local 

entrepreneur to invest in this sector to meet up demand and supply gap. Moreover, at present scarcity 

of power revels that the power crisis will remain in future as economy of Bangladesh is growing and 

demand for power and electricity is increasing. So there is scope of extension of the term of current 

agreement subject to approval of BPDB. 

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PROSPECTUS 

CAPITAL STRUCTURE 

1. Authorized capital Tk. 3,000,000,000 

2. capital structure prior to IPo 

Issued, subscribed and paid up capital 

total paid up capital prior to IPo 

Tk. 660,000,000 

tk. 660,000,000 

3. capital structure after IPo 

a) Issued, subscribed and paid up capital prior to IPO Tk. 660,000,000 

b) Initial Public Offering (IPO) without premium Tk. 200,000,000 

c) total paid up capital after IPo (a + b) tk. 860,000,000 

d) Premium from IPo tk. 1,000,000,000 

USE OF IPO PROCEEDS 

a. Barakatullah electro Dynamics Limited will utilize the net proceeds of public offer as per following schedule: 

use of proceeds 

sl. No. Particulars Amount of taka 

01 Bank Loan pay off 1,142,350,000 

Means of Finance 

total 1,142,350,000 

sl. No. Particulars Amount of taka 

01 From IPO 1,200,000,000 

02 Less: IPO expenses 57,650,000 

total 1,142,350,000 

sd/- sd/- 

(Gulam rabbani chowdhury) (Muhammed Monirul Islam) 

Director & Managing Director Chief Financial Officer & 

Company Secretary 

b. Implementation schedule of use of IPo proceeds 

sl. No. Particulars 

Amount of 

taka 

Approximate date for 

payment 

01 Bank Loan as on 30 June 2010 1,401,515,149 - 

02 Payment during the period from July 2010 to November 2010 75,479,798 - 

03 Loan as on 30 November 2010 1,326,035,351 - 

04 Payment to be made 47,979,798 within February 2011 

05 Outstanding loan will be as on 01 March 2011 1,278,055,553 

06 

Loan pay off by way of raising fund through IPO 

(90% of outstanding loan) 

1,142,350,000 

Within 02 month of getting 

IPO proceeds (i.e. within 

June 2011) 

sd/- sd/- 

(Gulam rabbani chowdhury) (Muhammed Monirul Islam) 

Director & Managing Director Chief Financial Officer & 


c. there is no other contract on which the proceeds of IPo will be utilized.

Company at a glance 

DESCRIPTION OF BUSINESS 



Barakatullah Electro Dynamics Ltd. is the first private sector power producing company, developed by Non Resident 

Bangladeshi (NRB) investors and local entrepreneur established in 2007 with the main focus on power generation in 

Bangladesh. The Government of Bangladesh (GOB) recognizes that power development has to be accelerated in order 

to achieve overall economic development targets of the country and avoid looming power shortages. Hence, the GOB is 

to boost up private sector for power generation in the country for the sake of overall development. Barakatullah Electro 

Dynamics Ltd., Bangladesh bid a tender for 50 MW ±10% Power Plant, (build-own-operate basis) at Fenchuganj, 

Sylhet. Finally the company has been selected as a qualified company by Bangladesh Power Development Board 

(BPDB) and agreement was signed as on 28 April 2008 with BPDB. The project involves setting up of a rental power 

plant by Barakatullah Electro Dynamics Limited (BEDL) with a capacity of 51 MW at Fenchuganj, Sylhet and operating 

it on Build-Own-Operate (BOO) basis for a term of 15 years after the commercial operations date, unless extended or 

earlier terminated pursuant to the provisions of the agreement. The generated electricity of the project is being sold 

to BPDB. The plant has successfully commissioned on 10 October 2009 and started its commercial operation from 24 

October 2009 and supplying electricity to BPDB very reliably. 

Important dates 

Incorporation of the Company (as Private Limited) 26 June 2007 

Date of signing power supply agreement with BPDB 28 April 2008 

Date of signing gas supply agreement with JGTDSL 22 June 2008 

Date of signing Gen-set supply agreement with GE Jenbacher GmbH & Co, Austria 12 August 2008 

Date of conversion into Public Limited 25 September 2008 

Denomination of Face Value of Share from Tk 1000 to Tk 100 30 November 2008 

Denomination of Face Value of Share from Tk 100 to Tk 10 30 December 2009 

Date of commercial operation 24 October 2009 

Date of formal inauguration by Honorable Prime Minister 03 April 2010 

Date of ISO 9001:2008 certification for quality management system 01 September 2010 

Nature of business 

The principal activity of the company is to set up power plants for generation and supply of electricity. 

Principal products and services 

At present generating and supplying electricity is the principal product/service of the company. 

Market for products and services 

The generated electricity of the project is being sold to BPDB. The plant has successfully commissioned on 10 October 2009 and 

started its commercial operation from 24 October 2009 and supplying electricity to BPDB. 

Relative contribution of the product/service that accounts for more than 10% of total revenue 

Generating and supplying electricity is the principal product of the company which contributes almost 100% of its revenue. 

Associate, subsidiary/related holding company 

The company does not have any associate, subsidiary/related holding company. 

Distribution of products/services 

The company is generating electricity through its power plant located at Fenchugonj, Sylhet and supplying the electricity to National 

Grid. 

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PROSPECTUS 

Competitive condition in business 

The sector does not pause any competition due to serious dearth of reliable and adequate electricity demand. However there are few 

other companies are engaed of producing electricity to meet up of local demand as are main competitors of the company: 

sl. No. Name of competitore 

01 Summit Power Limited 

02 Khulna Power Company Limited 

Sources and availability of raw materials and the names of the principal suppliers 

The main raw material for generating electricity is natural gas. The Company has signed Gas Sales Agreement with 

Jalalabad Gas Transmission and Distribution System Ltd. on 22 June 2008 for supply of gas to 51 MW Fenchuganj 

Rental Power Plant, Sylhet shall commence on the execution date and shall continue subject to the other provisions 

of Gas Purchase Agreement for a period that ends on the expiry date which is the expiration date for the term of the 

power purchase agreement. 

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

Power: The power requirement is met from company’s own generation. However any disruption is met through 

supply from local Palli Bidyut Samity for auxiliary use only. 

Gas: The Company requires natural gas for generation of electricity. The required gas is supplied by Jalalabad 

Gas Transmission and Distribution System Ltd. The annual contract Gas usage (ACGU) during a contract 

year shall be 74,503,800 Sm³ per annum. 

Water: The Company uses close circuit cooling system for its generators and the cooling water requirement is very 

minimal which is supplied from deep tube well through demineralization plant. 

Customer providing 10% or more revenues 

The company has signed power supply agreement on rental basis with BPDB on 28 April 2008 for a term of 15 years 

to provide 51 MW net electrical power to Bangladesh Power Development Board (BPDB). Under the scope, BEDL build, 

own and operate the electricity generation facility on rental basis and sell electricity output to BPDB. BPDB purchases 

total electrical capacity and energy from Barakatullah Electro Dynamics Ltd. 

Description of contract(s) with principal suppliers/customers 

Power Purchase Agreement 

The company has signed power supply agreement on rental basis with Bangladesh Power Development Board on 28 

April 2008 for a term of 15 years to provide 51 MW net electrical power to Bangladesh Power Development Board 

(BPDB). 

This agreement shall become effective upon signing and shall terminate 15 years after Commercial Operations Date, 

unless extended or earlier terminated pursuant to the provisions of this Agreement. 

The purpose of this agreement is the supply by company to BPDB of Net Energy Output and to make available capacity 

and BPDB agrees to accept and pay for the Dependable Capacity & Net Energy Output under the terms and conditions 

provided herein. For this purpose company shall be responsible for financing, complete design, supply, inspection, 

testing, delivery to the site, erection, testing & commissioning, operation and maintenance including overhauling and 

major overhauling of the plant for the entire term. Spares consumables required for the plant for the entire term shall 

be supplied by the company at its own cost in accordance with this agreement. 

The PPA stipulates a two elements tariff. One is Rental Payment and another is Energy Payment. The Rental Payment 

and Energy payment payable to the company for Dependable Capacity and Net Energy output respectively for each 

contract year through out the term. If power plant could not achieve dependable capacity for any particular billing 

month due to reasons other than the default of the company, then BPDB shall pay monthly rental payment. The 

levalige tariff payment to BPDB is Tk 2.015 per KWH. 

termination clause 

The agreement shall become effective upon signing and shall terminate fifteen (15) years after the commercial 

operations date, unless extended or earlier terminated persuante to the provisions of this agreement.

Gas supply Agreement 



The company has signed gas supply agreement with Jalalabad Gas Transmission and Distribution System Ltd. (JGTDSL) 

on 22 June 2008 shall continue subject to the other provisions of Gas Purchase Agreement for a period that ends on 

the expiry date which is the expiration date for the term of the power purchase agreement. 

This agreement shall become effective upon signing and shall continue subject to the other provisions of this agreement 

for a period that ends on the expiry date which is the expiration date for the term of the Power Purchase Agreement. 

Subject to the terms and condition of this agreement and availability of gas, gas seller shall sell and deliver to project 

company at all times all project company’s requirements for gas for the facility during the term hereof to meet start-up, 

commissioning and operation of the facility and project company shall accept, receive and pay for gas from gas seller 

at a gas price set by the Government or any authority assigned by it from time to time. 

termination clause 

The agreement shall commence on the execution date and shall continue subject to the other provisions of this 

agreement for a period that ends on the expiry date which is the expiration date for the term of the power purchase 

agreement. 

supply contract with orient energy systems Ltd. for 19 unit of Gas engine 

The company has entered into a supply contract with Orient Energy Systems Ltd., local authorized distributor of GE 

Jenbacher GmbH & Co, Austria on 12 August 2008 for delivery of 19 units JGS 620 GS-N.L model gas engines @ 

1,000,000 USD per engine. 

The warranty period for the equipment shall be 24 months from start up or 16,000 operating hours or a maximum of 

30 months from GE Jenbacher’s written confirmation of readiness to ship from Jenbach, Austria, whichever is earlier. 

spare Parts Agreement 

The company has entered into spare parts contract with GE Jenbacher GmbH & Co. Under the contract, GE Jenbacher 

GmbH & Co, Austria will supply all necessary spare parts for the 19 units gas engines for a period of 15 years. All spare 

parts would have 1-year warranty period from the date of delivery. 

Material patents, trademarks, licenses or royalty agreements 

The Company has not entered into any such agreement. 

Number of employees 

Sylhet Dhaka Plant Total 

• Full-time employees 

6 11 67 84 

• Part-time employees 

- - - - 

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PROSPECTUS 

Production or service rendering capacity and current utilization 

Rendering capacity and Generation of the plant since commercial date of operation is given below: 

(I) 

Billing 

Month 

(II) 

Rendering Capacity 

(KWH) 

(III) 

Generation 

(KWH) 

(IV=III/II) 

Plant Factor 

(%) 

Oct-2009 29,112,864 29,037,376 99.74 

Nov-2009 39,699,360 27,329,100 68.84 

Dec-2009 41,022,672 17,919,400 43.68 

Jan-2010 41,022,672 24,584,600 59.93 

Feb-2010 37,052,736 31,947,900 86.22 

Mar-2010 41,022,672 39,147,900 95.43 

Apr-2010 39,699,360 34,357,500 86.54 

May-2010 41,022,672 34,642,200 84.45 

June-2010 39,699,360 36,144,500 91.05 

July-2010 41,022,672 38,966,200 94.99 

Aug-2010 41,022,672 38,944,100 94.93 

Sept-2010 39,699,360 35,658,700 89.82 

Oct-2010 41,022,672 36,423,200 88.79 

In this connection Auditor disclosure is as follows: 

Name of Plant 

License 

capacity 

(MW) 

Installed 

Capacity 

(MW) 

Plant Factor 

(% on Licensed capacity) 

Average Maximum 

Energy 

Generation 

(MwH) 

Energy Sold 

(MwH) 

Fenchuganj Sylhet 51.00 55.14 79.94 98.97 275,894.77 264,199.43

• 

• 

• 

• 

• 

DESCRIPTION OF PROPERTY 



The company’s business is operated through registered office at 102 Azadi, Mirboxtola, Sylhet-3100, corporate 

office at 6/A/1 (2nd Floor), Segunbagicha, Ramna, Dhaka-1000 and power plant at Fenchugonj, Sylhet. The 

registered office and the corporate office are situated on rented premise while premise of the power plant is 

owned by the company. 

The Fixed asset schedule as per audited accounts as on 30 June 2010 as follows: 

sl. No. Name of Fixed Asset 

01 Land and Land Development 

02 Furniture and Fixtures 

03 Office and Electrical Equipment 

04 Office Decoration 

05 Motor Vehicles 

06 Building and Civil Construction 

07 Maintenance Equipment 

08 Plant and Machinery 

All the assets of the company are situated at company’s office premises and power plant premises. All the assets 

of the company are in good operating condition. 

The properties are purchased in brand new condition. 

The company itself owns the entire property and none is on lease or borrowed. 

st The plant & machinery and other assets of the company are mortgaged (1 charge) till 31-December-2018, 

to Infrastructure Development Company Limited (IDCOL), BRAC Bank Limited, Trust Bank Limited, AB Bank 

Limited, Janata Bank Limited & Industrial and Infrastructure Development Finance Company Limited (IIDFC) and 

mortgaged (2nd charge) to Prime Finance & Investment Limited till 5th August 2011 against the term loan. 

Mentionable here that the company has owning 5.265 acres of land of which 4.47 acres of land are given under 

mortgage to the above lenders against term loan. 

PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION 

Internal and external sources of cash 

30-June-10 

Amount in taka 

(as per audited accounts) 

30-June-09 


30-June-08 


Internal sources of cash 

Share capital 600,000,000 350,000,000 15,000,000 

Retained earnings* 102,053,354 - - 

sub-total 702,053,354 350,000,000 15,000,000 

external sources of cash 

Share money deposit - 174,635,936 148,829,877 

Term loan-loan term portion 1,221,464,642 722,779,830 - 

Term loan-short term portion 180,050,507 132,088,080 - 

Short term loan - - 3,572,535 

Deferred liabilities for plant & equipment - 541,800,000 - 

Accounts payable 74,050,246 - - 

sub-total 1,475,565,395 1,571,303,846 152,402,412 

Grand total 2,177,618,749 1,921,303,846 167,402,412 

* The company started its commercial operation from 24 October 2009. So no revenue was generated previous two years. 

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PROSPECTUS 

Material commitment for capital expenditure 

The company has not yet made any material commitment for capital expenditure. 

Causes for material changes from period to period 

Particulars 

Income 



30-Jun-10 

Revenue 514,542,637 

Cost of sales 245,353,077 

Gross profit 269,189,560 

General & Administrative expenses 50,514,638 

Operating profit 218,674,922 

Financial income 724,753 

219,399,675 

Financial expenses 111,763,872 

Profit before tax 107,635,803 

Provision for tax 5,582,449 

Profit for the year 102,053,354 

The company has started its commercial operation from 24 October 2009. During the year ended on 30 June 2010 

operating profit of the company was Tk. 21.87 crore and net profit after tax was Tk. 10.21 crore. 

Seasonal aspect of the company’s business 

The operation of the company is not, in general, affected by any seasonal variances. 

Known trends, events or uncertainties 

Force majeure such as political unrest, flood and other natural calamities are generally known events that may affect 

the business operations of the company. 

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

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

Loan taken from holding/parent company or subsidiary company 

The company has no holding/parent company or subsidiary company, hence has not taken any loan from such party. 

However the Company taken loan from Royal Homes Limited which is under common management as disclosed in note 

29.B. of the audited accounts as on 30 June 2010. 

Loan given to holding/parent company or subsidiary company 

The company has no holding/parent company or subsidiary company, hence has not given any loan to such party. 

Future contractual liabilities 

The company has no plan to enter into any contractual liabilities within next one year other than the normal course 

of business. 

Future capital expenditure 

The company does not have any plan for capital expenditure in the near future other than normal course of 

business.

VAT, income tax, customs duty or other tax liability 



VAt 

The company is not under the scope of VAT. As such, there is no outstanding VAT claim up to the year ended 30 June 

2010. 

Income tax 

As per section 52N of the Income Tax Ordinance, 1984 Bangladesh Power Development Board (BPDB) has been 

deducted tax at source @ 4% during the payment of power generation invoice which is treated as final discharge of 

tax liability as per the said Ordinance. However, general tax rate is applicable on other incomes of BEDL. 

As per section 75 of the said Ordinance, the company has furnished return for the Income years 2007/08 and 2008/09, 

statuses of which are given below: 

Financial 

Year 

Assessment 

Year 

Assessed 

Income 

tax Assessed 

by Dct 

2007-2008 2008 -2009 1,170,719 439,020 439,020 

2008 -2009 2009 -2010 6,141,054 2,302,895 2,302,895 

Paid remarks 

Assessment completed on 09- 

September-2010. 

Assessment completed on 09- 

September-2010. 

custom duty or other liabilities 

There is no outstanding on account of custom duty or other tax liability. Whereas an amount of 

Tk. 212,463,647 is considered as contingent liability out of which Tk. 101,176,307/- is related with custom duty and 

other liability as per audited accounts for the year ended on 30 June 2010 due to filing of petition against BPDB, NBR, 

Customs and other parties for taking exemption facility of import duty, VAT, Supplementary duty etc. 

Operating lease during the last five years 

The company has established its registered office at Sylhet and corporate office at Dhaka on leased/rented 

accommodation. Other than these rented accommodations the company did not had any operating lease during the 

last five years. Particulars of the leased/rented accommodations are as follows: 

sl. 

No. 

1. 

2. 

Branch 

Name 

Registered 

Office 

Corporate 

Office 

Location contract period 

102-Azadi, Mirboxtola 

Sylhet – 3100. 

6/A/1 (2nd floor), Segunbagicha 

Ramna, Dhaka – 1000. 

Financial lease commitment 

2 years starting 

from 1-11-2008 

10 years starting 

from 1-11-2009 

Area 

(sft.) 

There is no financial lease commitment of the company during the last five years. 

Personnel related scheme 

Monthly 

rent (tk.) 

Advance outstanding on 

30-06-2010 (tk.) 

1550 15,000 - 

2,015 30,000 1,00,000 

The company believes in supporting its employees and is offering Festival bonus (2 festival bonuses in a year), Provident Fund as 

per Board of Directore meeting held on August 16, 2010 and subsequently permission granted by National Board of Revenue (NBR) 

dated 26 th October 2010 which was effective from 1 st July 2010.The matter also disclose in note 33.A of the audited accounts as on 30 

June 2010. Company also has a well-designed Compensation plan for attracting highly capable staff with higher degree of integrity. 

�� 

25

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PROSPECTUS 

Breakdown of issue expenses 

The total IPO expenses are estimated as follows: 

Particulars rate 

Issue Management Fee: 

Amount 

tk 

Manager to the Issue fee 0.60% or maximum Tk. 20 lac 2,000,000 

VAT against Issue Management fee 15% of Issue Management fee 300,000 

sec fee: 

Application fee At actual 10,000 

Consent fee 0.15% 1,800,000 

Fees related to the stock exchanges: 

Application fee (DSE) At actual 5,000 

Listing fees for stock exchanges (DSE & CSE) @ 0.25% up to Tk. 10 crore 

@ 0.15% above Tk. 10 crore of paid up capital 

subject to maximum of Tk. 20 lac each 

2,780,000 

Annual fee (DSE & CSE) As per listing regulations 190,000 

cDBL fees and expenses: 

Documentation fee At actual 2,500 

Initial Public Offering fee At actual 300,000 

Annual fee At actual 100,000 

commission & other expenses: 

Underwriting commission 0.50% 3,000,000 

Bankers to the Issue commission 

(assuming subscription of 5 times) 

0.10% 6,000,000 

Credit rating fees At Actual 312,500 

expenses related to printing and publications: 

Abridged version of prospectus Estimated 200,000 

Notice for subscription, lottery, refund etc. Estimated 240,000 

Printing of prospectus and forms Estimated 600,000 

Distribution and collection of forms and data processing Estimated 7,550,000 

Lottery related expenses including BUET fee Estimated 740,000 

Other expenses including MICR related expenses Estimated 1,520,000 

tax on share premium 3% on premium amount 30,000,000 

total 57,650,000

Revaluation of assets 

The Company has made no revaluation of any of its assets since inception. 



Transactions with subsidiary/holding company or associate companies 

The company has no subsidiary/holding company or associate company. Hence no transaction has taken place. However 

the Company taken loan from Royal Homes Limited which is under common management as disclosed in note 29.B. of 

the audited accounts as on 30 June 2009. 

Auditors’ certificate regarding allotment of shares to Directors, Subscribers to the 

Memorandum of Association and Articles of Association or Sponsor shareholders for 

consideration otherwise than for cash 

This is to certify that Barakatullah Electro Dynamics Limited has not allotted any shares for consideration otherwise 

than for cash to any shareholders, including its Directors, Subscribers to the Memorandum of Association and Articles 

of Association and/or Sponsor shareholders, up to 30 June 2010. 

Sd/- 

HAQue sHAHALAM MANsur & co. 

Dated, Dhaka: 3 October 2010 Chartered Accountants 

Material information which is likely to have an impact 

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

conditions under which the offer has been made to the public. 

�� 

27

28 

�� 

PROSPECTUS 

Information regarding directorship 

sl. No. Name of Directors Position 

DIRECTORS AND OFFICERS 

Age 

(Years) 

Date of becoming a 

director for the first time 

Date of expiration of 

current term 

1 Mr. Faisal Ahmed Chowdhury Chairman 40 10.08.2007 24.09.2013 

2 Mr. Md. Ahsanul Kabir Vice Chairman 50 10.08.2007 18.07.2014 

3 Mr. Abdul Bari Vice Chairman 66 15.07.2008 24.09.2013 

4 Mr. Nayem Ahmed Chowdhury Director 27 10.08.2007 

5 Mr. Fahim Ahmed Chowdhury Director 35 15.07.2008 

6 Mr. Robin Chowdhury Director 47 15.07.2008 

7 Mr. Nanu Kazi Mohammed Miah Director 46 15.07.2008 

8 Mr. Md. Shirajul Islam Director 56 15.07.2008 

9 Mr. Mohammed Abdul Ahad Director 35 15.07.2008 

10 Mr. Kazi Mohammed Angur Miah Director 52 15.07.2008 

11 Mr. Abdul Mumin Director 41 15.07.2008 

12 Mr. Nasim Ahmed Chowdhury Director 34 15.07.2008 

13 Mr. Manzur Ashraf Khan Director 35 15.07.2008 

14 Mr. Alimus Sadat Chowdhury Director 40 15.07.2008 

15 Mr. Afzal Rashid Chowdhury Director 40 25.04.2009 

16 Mr. Monsur Alam Chowdhury Director 33 19.07.2009 

17 Mr. Yeahyea Murad Khan Director 40 19.07.2009 

18 Ms. Ubaydia Chowdhury Director 34 19.07.2009 

19 Mr. Gulam Rabbani Chowdhury 

Director & 


4 th AGM (to be held 

On 2011) 

3 rd AGM (to be held 

On 28 Dec. 2010) 


On 28 Dec. 2010) 


On 28 Dec. 2010) 


On 28 Dec. 2010) 


On 28 Dec. 2010) 


On 2011) 


On 2011) 


On 28 Dec. 2010) 


On 2011) 


On 2011) 


On 2011) 


On 2012) 


On 2012) 


On 2012) 

44 10.08.2007 24.09.2013

Directors’ involvement in other organization 

sl. No. Name and Position 



Involvement in other organization 

Name of the organization Position 

1 Mr. Faisal Ahmed Chowdhury, Chairman Royal Homes Ltd. Chairman 

2 Mr. Md. Ahsanul Kabir, Vice Chairman Syltop Associates (Pvt) Ltd. Director & CEO 

3 Mr. Abdul Bari, Vice Chairman Woman’s Medical College & Hospital, Sylhet Director 

4 Mr. Nayem Ahmed Chowdhury, Director Royal Homes Ltd. Director 

5 Mr. Fahim Ahmed Chowdhury, Director ----- ----- 

6 Mr. Robin Chowdhury, Director Kensington Ltd. Managing Director 

7 

Mr. Nanu Kazi Mohammed Miah, 

Director 

----- ----- 

8 Mr. Md. Shirajul Islam, Director ----- ----- 

9 Mr. Mohammed Abdul Ahad, Director Royal Homes Ltd. Director 

10 

Mr. Kazi Mohammed Angur Miah, 

Director 

----- ----- 

11 Mr. Abdul Mumin, Director ----- ----- 

12 Mr. Nasim Ahmed Chowdhury, Director ----- ----- 

13 Mr. Manzur Ashraf Khan, Director Royal Homes Ltd. Director 

14 

15 

Mr. Alimus Sadat Chowdhury, 

Director 

Mr. Afzal Rashid Chowdhury, 

Director 

Alim Industries Ltd. 

Royal Homes Ltd. 

Brothers Machinery 

Nina-Afzal Industries Ltd. 

Balisera Hill Tea Co. Ltd. 

Abhinoy Niketon Ltd. 

Blue-Bird Auto Ltd. 

Crystal Properties 

Auto Diagnose Centre 

Chairman 

Director 

Partner 




Chairman 

Managing Partner 

Managing Partner 

16 Mr. Monsur Alam Chowdhury, Director ----- ----- 

17 Mr. Yeahyea Murad Khan, Director Royal Homes Ltd. Director 

18 Ms. Ubaydia Chowdhury, Director ----- ----- 

19 

Mr. Gulam Rabbani Chowdhury, 


Alim Industries Ltd. 


Brothers Machinery 



Partner 

�� 

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PROSPECTUS 

Family relationship among Directors and top five Officers 

There is no family relationship among directors and top five officers of Barakatullah Electro Dynamics Limited except the following: 

sl. 

No. 

1 

2 

3 

4 

5 

6 

7 

8 

9 

Name Family relationship 

Mr. Faisal Ahmed Chowdhury 

Chairman 

Mr. Md. Ahsanul Kabir 

Vice Chairman 

Mr. Fahim Ahmed Chowdhury 

Director 

Mr. Nasim Ahmed Chowdhury 

Director 

Mr. Nayem Ahmed Chowdhury 

Director 

Mr. Monsur Alam Chowdhury 

Director 

Mr. Alimus Sadat Chowdhury 

Director 

Mr. Gulam Rabbani Chowdhury 


Ms. Ubaydia Chowdhury 

Director 

Elder brother of Mr. Nasim Ahmed Chowdhury, Mr. Fahim Ahmed Chowdhury 

and Mr. Nayem Ahmed Chowdhury;Cousin of Mr. Monsur Alam Chowdhury and 

Ms. Ubaydia Chowdhury;Brother in law of Mr. Md. Ahsanul Kabir and Mr. Gulam 

Rabbani Chowdhury. 

Brother in law of Mr. Faisal Ahmed Chowdhury, Mr. Nasim Ahmed Chowdhury, Mr. 

Fahim Ahmed Chowdhury, Mr. Nayem Ahmed Chowdhury and Mr. Monsur Alam 

Chowdhury. 

Elder brother of Mr. Nasim Ahmed Chowdhury and Mr. Nayem Ahmed 

Chowdhury;Younger brother of Mr. Faisal Ahmed Chowdhury;Cousin of Mr. Monsur 

Alam Chowdhury and Ms. Ubaydia Chowdhury;Brother in law of Mr. Md. Ahsanul 

Kabir and Mr. Gulam Rabbani Chowdhury. 

Elder brother of Mr. Nayem Ahmed Chowdhury;Younger brother of Mr. Faisal 

Ahmed Chowdhury and Mr. Fahim Ahmed Chowdhury;Cousin of Mr. Monsur Alam 

Chowdhury and Ms. Ubaydia Chowdhury;Brother in law of Mr. Md. Ahsanul Kabir 

and Mr. Gulam Rabbani Chowdhury. 

Younger brother of Mr. Faisal Ahmed Chowdhury, Mr. Fahim Ahmed Chowdhury 

and Mr. Nasim Ahmed Chowdhury;Cousin of Mr. Monsur Alam Chowdhury and 

Ms. Ubaydia Chowdhury;Brother in law of Mr. Md. Ahsanul Kabir and Mr. Gulam 

Rabbani Chowdhury. 

Cousin of Mr. Faisal Ahmed Chowdhury, Mr. Fahim Ahmed Chowdhury, Mr. 

Nasim Ahmed Chowdhury, Mr. Nayem Ahmed Chowdhury and Ms. Ubaydia 

Chowdhury;Brother in law of Mr. Md. Ahsanul Kabir and Mr. Gulam Rabbani 

Chowdhury. 

Cousin of Mr. Gulam Rabbani Chowdhury 

Brother in law of Mr. Faisal Ahmed Chowdhury, Mr. Nasim Ahmed Chowdhury, Mr. 

Fahim Ahmed Chowdhury, Mr. Nayem Ahmed Chowdhury and Mr. Monsur Alam 

Chowdhury;Cousin of Mr. Alimus Sadat Chowdhury 

Cousin of Mr. Faisal Ahmed Chowdhury, Mr. Fahim Ahmed Chowdhury, Mr. 

Nasim Ahmed Chowdhury, Mr. Nayem Ahmed Chowdhury and Mr. Monsur Alam 

Chowdhury.

Mr. Faisal Ahmed chowdhury, Chairman 

Short bio-data of the directors 



Mr. Faisal Ahmed Chowdhury possesses twenty years of successful leadership in the area of fiscal, strategic, and 

operational management. He is a dynamic and result oriented person with a strong track record of performance in 

a number of industrial sectors. His excellent analytical, interpersonal and motivational skills made him a successful 

businessman in the diverse range of businesses. 

After completion his graduation in mid 90’s he moved to UK and started his own business there by founding Apex 

Printing and Publishing Ltd. which he led to a renowned and successful business in the printing and publishing industry. 

Later, he established Imprint Trading Ltd. and made it successful. His strong entrepreneurial and leadership skills 

enabled him to encourage the NRB’s (Non Resident Bangladeshis) to invest in Bangladesh and successfully started a 

large real estate company in Bangladesh named Royal Homes Ltd. He is currently acting as Chairman of Royal Homes 

Ltd. One of the projects of Royal Homes Limited called Royal City, which is situated just outside of Sylhet town, is 

aimed to establish a modern independent town with all civic facilities. Along with NRB’s and local investment Mr. Faisal 

established Barakatullah Electro Dynamics Ltd (BEDL) in 2007 which contributes to improve national power shortage 

problem in Bangladesh. His unique entrepreneurial and leadership skills made BEDL fully functional and valuable within 

very short time. 

Mr. Faisal is also involved with several community and social organizations. He is an Executive Member of Bangladesh 

Red Crescent Society, Sylhet Unit and Mujib-Jahan Blood Bank. He has deep passion of actively participating in the 

various development works in the society. 

Mr. Faisal visited many countries such as India, China, Thailand, Singapore, Hong Kong, Malaysia, Saudi Arabia, Belgium, 

Germany, France, UK and USA for his business promotion and also attended business seminar and international 

exhibition there. 

Mr.Faisal Ahmed Chowdhury is also a Head of Planing and Business development of the company 

Mr. Md. Ahsanul Kabir, Vice Chairman 

Mr. Ahsanul Kabir is a Diploma-in-civil Engineering. After completion of his education, he started his career with own 

proprietorships business in civil planning & construction. Over the years he has acquired vast knowledge and experience in 

construction sector. He is the Vice-Chairman of Barakatullah Electro Dynamics Ltd. and Director & CEO of Syltop Associates 

(Pvt.) Ltd. 

Mr. Md. Ahsanul Kabir is also Head of Administration of the company. 

Mr. Abdul Bari, Vice Chairman 

Mr. Alhaj Abdul Bari is a prominent businessman. He started his business career in tourism sector in the early 70’s. Later he 

started Garments business and also invested in other potential project such as Sylhet Woman’s Medical College & Hospital. 

He has other business in U.K. where he joint as a partner of a restaurant. He is the Vice Chairman of Barakatullah Electro 

Dynamics Ltd. 

Mr. Nayem Ahmed chowdhury, Director 

Mr. Nayem Ahmed Chowdhury was born & brought up in a noble family in Sylhet in 1983. After completion of his graduation 

he engaged himself with the leading businessmen of the community and has devolved a large Real Estate Company in Sylhet 

named “Royal Homes Limited”, a joint venture project between NRB’s & local investors. Mr. Chowdhury has been appointed 

as a Director of Royal Homes Limited. He is experienced in different business sector. 

Mr. Fahim Ahmed chowdhury, Director 

Mr. Fahim Ahmed Chowdhury came from a reputed business family. After completion of his education, he started business in 

UK in a small face. Using his versatile business skill he has been successful. In the spirit of doing something in the motherland 

he returned to Bangladesh and joined BEDL as a Director. 

Mr. Fahim Ahmed Chowdhury is also Project Director of the company. 

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PROSPECTUS 

Mr. robin chowdhury, Director 

Mr. Robin Chowdhury is practicing law as a professional solicitor (Lawyer) in U.K. Besides, his engagement in business is also 

noticeable. He is a partner of a restaurant in U. K. Despite being a success businessman in U.K, he was very much interested 

to invest in home country Bangladesh. Thus he accepted the proposal for being a Director of Barakatullah Electro Dynamics 

Ltd. He is also a Managing Director of Kensington Ltd. 

Mr. Nanu Kazi Mohammed Miah, Director 

Mr. Nanu Kazi Mohammed Miah was born in a village of Gonipur, P. O & P. S Chatak, District, Sunamgonj. At his early age, 

he had settled in England, where he obtained a national diploma in Business management. After completing education, he 

decided to devote himself in business. In 1984, he started his first restaurant business in Henley-in-Arden which became very 

successful. From there he has opened other restaurants and now, he has a total of 7 restaurants and other companies in 

England, which are up and running today. 

Mr. Md. shirajul Islam, Director 

Mr. Sirajul Islam is an NRB and having garments business in U.K. Besides he invested a potential amount in hotel business. He 

has the potential skills required to manage diversified business in different countries. Barakatullah Electro Dynamics Ltd. fined 

the qualities that match to be a Director of the company and have the honor to absorb him for the position. 

Mr. Mohammed Abdul Ahad, Director 

Mr. Mohammed Abdul Ahad is an NRB and having various businesses in UK and Bangladesh. He earns success through ensuring 

honesty, integrity and trust. He started his business career with departmental store, later he switched in different business. 

Recently he joined as a director of Barakatullah Electro Dynamics Ltd. He is also a Director of Royal Homes Limited. 

Mr. Kazi Mohammed Angur Miah, Director 

Mr. Kazi Md. Angur Miah is a successful businessman. He has started a departmental Grocery Store at early stage of his 

business carrier in U.K. Later he started restaurant business too. In a developed country like U.K he is running his own 

business efficiently. Recently Barakatullah Electro Dynamics Ltd. offered him to join as a Director of the company and that 

was accepted and highly appreciated. 

Mr. Abdul Mumin, Director 

Mr. Abdul Momin was born in 1969 at renowned business family of Sylhet, Bangladesh. Now he is staying in United Kingdom 

and doing significantly well in his business through his honesty, integrity & innovative ideas. Recently he joined BEDL as a 

Director. 

Mr. Nasim Ahmed chowdhury, Director 

Mr. Nasim Ahmed started his business carrier in U.K. He won a business enterprise related to Travel and Money Exchange. 

He is one of the shareholders of Royal Homes Ltd. and entrusted with the responsibility of managing UK corporate office of 

the Company. Recently Barakatullah Electro Dynamics Ltd. offered him to join as a Director of the company and that was 

accepted and highly appreciated. 

Mr. Manzur Ashraf Khan, Director 

Mr. Manzur Ashraf Khan is an NRB and having various businesses in UK and Bangladesh. He started his business career 

with Travels & money exchange business. Recently he joined as a director of Barakatullah Electro Dynamics Ltd. He is also a 

Director of Royal Homes Limited. 

Mr. Alimus sadat chowdhury, Director 

Mr. Alimus Sadat Chowdhury born & brought up in a noble family in Sylhet in the year 1971. After completion of his education, 

he has taken the charge of Alim Industries Ltd. as a Chairman. He is one of the founder Directors of Royal Homed Ltd. 

Recently he joined as a director of Barakatullah Electro Dynamics Ltd. 

Mr. Alimus Sadat Chowdhury is also Head of Procurement of the Company.

Mr. Afzal rashid chowdhury, Director 



Mr. Afzal Rashid Chowdhury was born in 1969 at Sylhet, Bangladesh. By his wide range of knowledge in the field of 

business, he expands his business activity in a vast area. Beside the directorship of the company, he is the Chairman 

of Blue-Bird Auto Ltd., Managing Director of Nina-Afzal Industries Ltd., Balisera Hill Tea Co. Ltd., Abhinoy Niketon Ltd. 

and also the Managing Partner of Crystal Properties & Auto Diagnose Center. 

Mr. Monsur Alam chowdhury, Director 

Mr. Monsur Alam Chowdhury was born in 1977 in a reputed business family of Sylhet, Bangladesh. After completion of 

education, he started to step forward in the sector of business and is became very successful in a short span of time. He is a 

Director of Barakatullah Electro Dynamics Limited. 

Mr. Yeahyea Murad Khan, Director 

Successfully completing his honors and masters degree in economics from Dhaka University in 1994, he was actively involved 

in cultural and media sector in Bangladesh. This involvement includes writing and direction for stage and media. Introducing 

drama in schools like Scholastica or initiate and deliver a joint venture project with BRAC to make non-formal education 

interesting in Bangladesh. 

After moving to UK, Mr. Khan completed his degree course on ‘youth and community development’ from Luton University 

and started to work for Northamptonshire County Council (Local Government authorities in UK) and later moved to Dudley 

Borough Council. He is also the director of Royal Homes Limited. 

Ms. ubaydia chowdhury, Director 

After successfully completion of her graduation, Mrs. Chowdhury has been starting to build herself as entrepreneur. 

She is one of the leading entrepreneurs in Sylhet city. Recently she joined as a director of Barakatullah Electro Dynamics 

Ltd. 

Mr. Gulam rabbani chowdhury, Director & Managing Director 

Mr. Gulam Rabbani Chowdhury, a renowned dynamic and pioneer leading business personality among the business community 

in home and abroad born & brought up in a noble family in Sylhet in the year 1966. At the very beginning of his educational 

life he could prove his genuineness & with a high ambition he dedicated his life in business profession especially in Industrial 

sector. With a vast knowledge of Industrial development activities in 1990 he has established Alim Industries Ltd. a 

President Award winning leading Agricultural Machinery manufacturer of the country in the Bengali year 1395. 

Under his prudent stewardship with a group of NRB investors the Royal homes Ltd.has grown steadily over the years to 

become the leading real estate company in Sylhet. In international communities Mr. Chowdhury has glorious reputation as 

a successful entrepreneur. 

He has 24 years of practical work experience in industrial sector such as Tea Processing Machinery, Electric Generator, 

Textile Machinery & Agro-Machinery production, Research, Development, Quality improvement and Marketing in domestic 

and overseas. He is a President of BSCIC Industrial Owners Association, Sylhet, Director of Sylhet Chamber of Commerce & 

Industries, President of Agricultural Machinery Manufacturers Association of Bangladesh, Member of Royal Agricultural Society 

of England, UK and Federation of Bangladesh Chambers of Commerce & Industries. 

Mr. Chowdhury has visited many countries for business promotion and also attended many business seminars and international 

exhibitions in India, China, Thailand, Malaysia, Denmark, Germany, France, U.K. and U.S.A. 

�� 

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PROSPECTUS 

Credit Information Bureau (CIB) report 

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

issuer is loan defaulter in terms of the CIB Report of the Bangladesh Bank. 

Description of senior executives and departmental heads 

Name Position 

Mr. Gulam Rabbani 

Chowdhury 

Mr. Faisal Ahmed 

Chowdhury 


Head of Planning & 

Business Development 

Mr. Md. Ahsanul Kabir Head of Administration 

Mr. Alimus Sadat 

Chowdhury 

Mr. Fahim Ahmed 

Chowdhury 

Mr. Muhammed Monirul 

Islam 

educational 

Qualification 

B. Sc (Hon.), 

Diploma in Metallurgy 

& Machinery 

Production 

Name(s) of organization(s) 

Date of Joining 

where worked during the 

in the company 

last five years 

01-02-2008 

B. A 01-02-2008 

Diploma-in-civil 

Engineering 

01-02-2008 

Head of Procurement B. A 01-12-2009 

Project Director B. A 01-01-2009 - 

Chief Financial Officer & 


Mr. Abdullah Al Saiful Islam Plant Manager 

Mr. Monowar Ahmed 

Manager-Admin & 

Commercial 

Managing Director of Alim 

Industries Ltd. & Royal Homes 

Ltd., Partner of Brothers 

Machinery 

Chairman of Royal Homes 

Limited 

Director & CEO of Syltop 

Associates (Pvt) Ltd. 

Chairman of Alim Industries 

Ltd., Director of Royal Homes 

Ltd., Partner of Brothers 

Machinery 

MBA (Finance) 01-11-2008 Summit Power Limited 

B. Sc Engineer 

(Electrical) 

31-01-2009 Summit Power Limited 

MBA 01-03-2009 Summit Power Limited 

INVOLVEMENT OF DIRECTORS AND OFFICERS IN CERTAIN LEGAL PROCEEDINGS 

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

years: 

(a) 

(b) 

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

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

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

(c) Any order, judgment or decree of any court of competent jurisdiction against any director, officer permanently or 

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

type of business, securities or banking activities. 

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

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

securities or banking activities.



CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 

Transaction with related parties 

Neither proposed any transaction nor had any transaction during the last two years, between the issuer and any of the 

following persons: 

(a) Any director or executive officer of the issuer; 

(b) Any director or officer; 

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

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

above persons 

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

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

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

to the issuance of prospectus. 

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

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

loan. 

(g) Any director holding any position, apart from being a director in the issuer company, in any company, society, trust, 

organization, or proprietorship or partnership firm. 

Except the transactions disclosed in Note 29.00 and Note 31.00 of the Audited Financial Statements for the year ended June 

30, 2010 as follows: 

Name Position Period 

Mr. Faisal Ahmed Chowdhury 

Chairman, Head of Planning & Business 

Development 

Amount in 

tk. 

remarks 

July’09 to June’10 1,980,000 Remuneration 

Mr. Gulam Rabbani Chowdhury Managing Director July’09 to June’10 1,980,000 Remuneration 

Mr. Md. Ahsanul Kabir Vice Chairman, Head of Administration July’09 to June’10 990,000 Remuneration 

Mr. Fahim Ahmed Chowdhury Director, Project Director July’09 to June’10 967,500 Remuneration 

Mr. Nayem Ahmed Chowdhury Director, Former Head of Administration July’09 to Oct ‘09 330,000 Remuneration 

Mr. Alimus Sadat Chowdhury Director, Head of Procurement Dec. ‘09 to June’10 140,000 Remuneration 

Mr. Md. Monsur Alam Chowdhury Director, Former Asstt. Head of Procurement July’09 to Nov ‘09 348,000 Remuneration 

Mr. Khijir Khan Director-Technical July’09 to June’10 1,200,000 Honorarium 

Mr. Muhammed Monirul Islam Chief Financial Officer & Company Secretary July’09 to June’10 1,222,200 Salary 

Mr. Abdullah Al Saiful Islam Plant Manager July’09 to June’10 1,076,900 Salary 

Directors’ facilities 

totAL 10,234,600 

The Directors did not enjoy any interest or facilities, whether pecuniary or non-pecuniary excepting fee for attending 

in the Meetings of the Board of Directors and remuneration as disclosed in Note 7, Note 21 and Note 31.00, of the 

Audited Financial Statements for the year ended June 30, 2010 as follows: 

ref. of Notes to the Accounts Particulars Amount in taka 

Note 7.01 (pre-Operating expenses) Director’s Remuneration 1,011,000 

Note 21 (General and Administrative 

Expenses in continuing operation) 

Director’s Remuneration 5,724,500 

total 6,735,500 

Total in Note 31.A (As per requirement of Schedule XI , part II para 4 of Companies Act, 1994 6,735,500 

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PROSPECTUS 

EXECUTIVE COMPENSATION 

Remuneration paid to top five salaried officers 

sl. No. Name of the employee Position 

total remuneration paid for the 

year ended 30-06-2010 

1 Mr. Gulam Rabbani Chowdhury* Managing Director 19,80,000 

2 Mr. Faisal Ahmed Chowdhury* Head of Planning & Business Development 19,80,000 

3 Mr. Muhammed Monirul Islam Chief Financial Officer & Company Secretary 12,22,200 

4 Mr. Abdullah Al Saiful Islam Plant Manager 10,76,900 

5 Mr. Md. Ahsanul Kabir* Head of Administration 9,90,000 

* Mr. Gulam Rabbani Chowdhury, Mr. Faisal Ahmed Chowdhury and Mr. Md. Ahsanul Kabir also the Director of the Company. 

Aggregate amount of remuneration paid to directors and officers 


Group 

Amount Paid for the 

year ended 30-06-2010 

Directors’ remuneration Tk. 67,35,500 

Salaries & allowances Tk. 1,40,47,269 

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

Future compensation 

There is no contract with any director or officer for future compensation. 

Pay increase intention 

Periodical review of salary and benefits of the employees may be made depending on the growth of the company’s 

operation. 

OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 

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

TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM 

(a) 

Benefit received by the Directors from the Company during the last three years as follows: 

Name of the Directors 

and subscriber to the 

Memorandum 

Mr.Faisal Ahmed Chowdhury 

Chairman 

Mr.Md. Ahsanul Kabir 

Vice Chairman 

Mr.Abdul Bari 

Vice Chairman 

Mr. Gulam Rabbani Chowdhury 


Nature of Value received 

01 July 2009 to 

30 June 2010 

Amount in Taka 

Period 

01 July 2008 to 

30 June 2009 


Remuneration 19,80,000 18,00,000 

26 June 2007 to 

30 June 2008 


7,50,000 

(for 5 months from Feb-08 ) 

Board meeting Attendence Fees Nil Nil Nil 

Dividend Nil Nil Nil 

Remuneration 990,000 900,000 

375,000 




Remuneration Nil Nil Nil 



Remuneration 1,980,000 18,00,000 

7,50,000 



Dividend Nil Nil Nil

Name of the Directors 

and subscriber to the 

Memorandum 

Mr. Nayem Ahmed Chowdhury 

Director 

Mr. Fahim Ahmed Chowdhury 

Director 

Mr. Robin Chowdhury 

Director 

Mr. Nanu Kazi Mohammed 

Miah 

Director 

Mr. Md. Shirajul Islam 

Director 

Mr. Mohammed Abdul Ahad 

Director 

Mr. Kazi Mohammed Angur 

Miah 

Director 

Mr. Abdul Mumin 

Director 

Mr. Nasim Ahmed Chowdhury 

Director 

Mr. Manzur Ashraf Khan 

Director 

Mr. Alimus Sadat Chowdhury 

Director 

Mr. Afzal Rashid Chowdhury 

Director 

Mr. Monsur Alam Chowdhury 

Director 

Mr. Yeahyea Murad Khan 

Director 

Ms. Ubaydia Chowdhury 

Director 

Nature of Value received 

Remuneration 

01 July 2009 to 

30 June 2010 


330,000 

(for 4 months from July 

09-Oct 09) 



Period 

01 July 2008 to 

30 June 2009 


600,000 

26 June 2007 to 

30 June 2008 


250,000 



Dividend Nil Nil 

450,000 

Nil 

Remuneration 967,500 

(for 6 months from 

Jan-09 ) 

Nil 



























Remuneration 

140,000 

(for 7 months from Dec-09) 

Nil Nil 





Dividend Nil 

348,000 

Nil Nil 

Remuneration 

(for 5 months from 

July 09-Nov 09) 

Nil Nil 









�� 

37

38 

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PROSPECTUS 

The issuer also has not received any assets, services or other consideration from its Directors and Subscribers to the 

memorandum except : 

1. Fund against allotment of shares. 

2. Services rendered from 

Name of Directors status in the company 

Mr. Faisal Ahmed Chowdhury Chairman 

Mr. Md. Ahsanul Kabir Vice Chairman 

Mr. Gulam Rabbani Chowdhury Director 

Mr. Fahim Ahmed Chowdhury Director 

Mr. Alimus Sadat Chowdhury Director 

Mr. Nayem Ahmed Chowdhury* Director 

Mr. Md. Monsur Alam chowdhury* Director 

*The Company received service from the Mr. Nayem Ahmed Chowdhury upto October 2009 and Mr. Md. Monsur Alam Chowdhury 

upto November 2009. 

(b) No assets were acquired or are to be acquired from the Directors and Subscribers to the memorandum. 

TANGIBLE ASSETS PER SHARE AS AT 30 JUNE 2010 

sl. No. Particulars taka 

A. Assets : 

1 Property, Plant & Equipment 1,914,078,657 

2 Intangible Assets 34,667 

3 Pre-Operating Expenses 41,861,387 

4 Inventories 8,522,606 

5 Accounts Receivables 134,578,553 

6 Advances, Deposits & Pre-payments 81,501,256 

7 Cash & Bank Balances 11,526,877 

total Assets 2,192,104,003 

B. Liabilities : 

1 Term Loan-Long Term Portion 1,221,464,642 

2 Term Loan-Short Term Portion 180,050,507 

3 Liability for Expenses 14,485,254 

4 Accounts Payable 74,050,246 

total Liabilities 1,490,050,649 

c. Net Asset (A-B) 702,053,354 

D. Intangible Asset 34,667 

E. Net Tangible Asset (C-D) 702,018,687 

F. Number of Shares outstanding 60,000,000 

G. Net tangible assets per share (e/F) 11.70 

After considering 10% stock dividend Net tangible assets per share stands as Tk. 702,018,687/66,000,000 = Tk. 10.64/-

Shareholding structure 

OWNERSHIP OF THE COMPANY’S SECURITIES 

sl. No. Name status 



No. of shares 

held 

Amount 

taka 

% 

Holding 

1 Mr. Faisal Ahmed Chowdhury Chairman 1,787,500 17,875,000 2.71 

2 Mr. Md. Ahsanul Kabir Vice Chairman 2,145,000 21,450,000 3.25 

3 Mr. Abdul Bari Vice Chairman 778,492 7,784,920 1.18 

4 Mr. Nasim Ahmed Chowdhury Director 919,127 9,191,270 1.39 

5 Mr. Nayem Ahmed Chowdhury Director 783,750 7,837,500 1.19 

6 Mr. Fahim Ahmed Chowdhury Director 585,574 5,855,740 0.89 

7 Mr. Alimus Sadat Chowdhury Director 178,750 1,787,500 0.27 

8 Mr. Md. Shirajul Islam Director 1,163,492 11,634,920 1.76 

9 Mr. Mohammed Abdul Ahad Director 668,492 6,684,920 1.01 

10 Mr. Abdul Mumin Director 1,063,865 10,638,650 1.61 

11 Mr. Robin Chowdhury Director 6,324,230 63,242,300 9.58 

12 Mr. Kazi Mohammed Angur Miah Director 1,163,492 11,634,920 1.76 

13 Mr. Nanu Kazi Mohammed Miah Director 1,346,092 13,460,920 2.04 

14 Mr. Yeahyea Murad Khan Director 339,174 3,391,740 0.51 

15 Mr. Manzur Ashraf Khan Director 270,600 2,706,000 0.41 

16 Ms. Ubaydia Chowdhury Director 613,492 6,134,920 0.93 

17 Mr. Afzal Rashid Chowdhury Director 460,119 4,601,190 0.70 

18 Mr. Monsur Alam Chowdhury Director 350,207 3,502,070 0.53 


Director & 


1,787,500 17,875,000 2.71 

20 All Other General Shareholders * Shareholder 43,271,052 432,710,520 65.57 

total 66,000,000 660,000,000 100 

* There are total 118 shareholders in this group and none of them holds 5% or above shares in the paid up capital of 

Barakatullah Electro Dynamics Limited. 

Securities owned by the officers 

No share or security is held by any officer of the company except 1,787,500 shares held by Mr. Gulam Rabbani Chowdhury, 

the Managing Director of the Company and 671,000 shares held by Monowar Ahmed, Manager–Admin & Commercial and 

Mufti Abdul Mokshit Al Malum, Manager-Accounts. 

Moreover, six board members of the company, who are owner of total 5,830,781 Shares, have provided their services 

as paid executives in different positions during the last accounting year. Detail of their particulars is as follows: 

sl. No. Name Designation shareholding 

1 Mr. Faisal Ahmed Chowdhury 

2 Mr. Md. Ahsanul Kabir 

3 Mr. Nayem Ahmed Chowdhury 

4 Mr. Fahim Ahmed Chowdhury 

5 Mr. Alimus Sadat Chowdhury 

6 Mr. Monsur Alam Chowdhury 

Chairman, 

Head of Planning & Business Development 

Vice Chairman, 

Head of Administration 

Director, 

Former Head of Administration 

Director, 

Project Director 

Director, 

Head of Procurement 

Director, 

Former Asst. Head of Procurement 

1,787,500 

2,145,000 

783,750 

585,574 

178,750 

350,207 

�� 

39

40 

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PROSPECTUS 

DETERMINATION OF OFFERING PRICE 

The issue price at Tk. 60 each including a premium of Tk. 50 per share is justified as detailed below: 

(i) Net Asset Value Per share 

The offering price of the common stock of Barakatullah Electro Dynamics Limited has been determined by assessing 

the Net Asset Value (NAV). The financial calculations are presented form the audited accounts as at 30 June 2010. 

sl. No. Particulars taka 

A. Assets : 

1 Property, Plant & Equipment 1,914,078,657 

2 Intangible Assets 34,667 

3 Pre-Operating Expenses 41,861,387 

4 Inventories 8,522,606 

5 Accounts Receivables 134,578,553 

6 Advances, Deposits & Pre-payments 81,501,256 

7 Cash & Bank Balances 11,526,877 

total Assets 2,192,104,003 

B. Liabilities : 

1 Term Loan-Long Term Portion 1,221,464,642 

2 Term Loan-Short Term Portion 180,050,507 

3 Liability for Expenses 14,485,254 

4 Accounts Payable 74,050,246 

total Liabilities 1,490,050,649 

c. Net Asset Value (A-B) 702,053,354 

D. Number of Shares outstanding 60,000,000 

e. Net tangible assets per share (c/D) 11.70 

After considering 10% stock dividend, NAV per share stands at Tk. 702,053,354/66,000,000 = Tk. 10.64/-. 

(ii) earning Based Value per share 

For the year ended on Net profit after tax ePs after tax 

30 June 2010 Tk. 102,053,354 Tk. 1.76 

The company started its commercial operation from 24 October 2009. Hence, although the above EPS is mentioned in 

the annual accounts, it actually reveals EPS for the last 8 months of operation. If we consider market P/E ratio of 28.46 * 

then price of the shares of BEDL becomes Tk. 1.76 x 28.46 = Tk. 50.09 and considering sectoral P/E of Fuel & Power 

sector, which is 33.77 * on October 2010, price of shares of BEDL becomes Tk. 1.76 x 33.77 = Tk. 59.43. 

On the other hand annual EPS of the company stands at Tk. (1.76 x 12) / 8 = Tk. 2.64. If we consider the actual 

annualized EPS, price of the shares will become as follows: 

Taking market P/E = Tk. 2.64 x 28.46 = Tk. 75.13 

Taking sectoral P/E = Tk. 2.64 x 33.77 = Tk. 89.15 

From the above calculation it is clear that although as per accounting EPS of Tk.1.76 ended on 30 June 2010 based on 8 

months operation prices of the shares of BEDL are a bit lower than that of the offer price, while considering the EPS of Tk 

2.64 (annualize) prices goes higher. Hence offer price of Tk. 60 per share is justified. 

* Source: DSE monthly review, October 2010, Vol 25, No 10. 

(iii) Projected earning Based Value per share 

For the year ended on Projected ePs (tk. per share) 

30 June 2011 Tk. 2.55 

30 June 2012 Tk. 3.27 

30 June 2013 Tk. 3.43 

Average tk. 3.08 

Price of shares taking market P/E = Tk. 3.08 x 28.46 = Tk. 87.66 

Price of shares taking sectoral P/E = Tk. 3.08 x 33.77 = Tk. 104.01

(iv) Average market price of similar stocks 

*closing price 

(tk.) as on 

summit Power 

Limited 

Dhaka electric 

supply co. Ltd. 

Power Grid company of 

BD Limited 



Khulna Power 

company Limited 

November, 2009 134.52 145.72 72.12 - 

December, 2009 121.10 150.57 72.32 - 

January, 2010 132.02 163.80 80.07 - 

February, 2010 131.40 159.35 76.10 - 

March, 2010 139.80 172.32 76.05 - 

April,2010 126.82 184.65 79.40 253.70 

May, 2010 138.25 202.65 87.43 201.20 

June, 2010 133.82 229.33 102.50 140.50 

July, 2010 136.50 246.93 104.48 144.90 

August, 2010 144.90 252.65 103.73 141.70 

September, 2010 143.30 304.02 107.22 136.10 

October, 2010 150.40 342.50 134.28 130.70 

Average of last one 

year 

136.07 212.87 91.31 164.11 

Average total 151.09 

* Closing price considering Tk 10 per share 

From the above record it is very clear that average market price of similar stocks is 151.09. So, offer price of Tk. 60 per share of 

BEDL is much lower than its expected market price. Hence the offer price is quite justified. 

others factors 

(v) Projected Net Asset Value Per share 

Period (year) Projected NAV (tk. per share) 

30 June 2011 Tk. 23.17 

30 June 2012 Tk. 24.45 

30 June 2013 Tk. 25.87 

Average tk. 24.50 

Consider prevailing Price to NAV ratio of 7.98 of similar companies price of the shares of BEDL stands at Tk. 24.50 x 7.98 = Tk. 195.51 

calculation of Price to NAV ratio of similar stocks: 

Name of company Price/NAV ratio 

Summit Power Limited 9.60 times 

Dhaka Electric Supply Company Limited 7.49 times 

Power Grid Company of BD Limited 3.44 times 

Khulna Power Company Limited 11.38 times 

Average 7.98 times 

* Source: DSE monthly review, October 2010, Vol 25, No 10. 

Price analysis at a glance: 

sl. No. Method Price (tk.) 

1 Based on historical NAV Per Share (pre bonus issue) 11.70 

2 Earning Based Value per share (considering P/E of Power sector) 89.15 

3 Earning Based Value per share (considering P/E of market) 75.13 

4 Projected Earning Based Value Per Share (considering P/E of Power sector) 104.01 

5 Projected Earning Based Value Per Share (considering P/E of market) 87.66 

6 Average market price of similar stocks 151.09 

7 Based on Projected NAV Per Share 195.51 

Average 102.04 

From the above analysis, it appears that every method used for determining offer price of shares of BEDL reveals a higher price than that of the 

offer price. Hence, the offer price of Tk. 60 per share including a premium of Tk. 50 each of ordinary shares of Barakatullah Electro Dynamics 

Limited is quite justified and reasonable. 

The project accounts for 2011, 2012, 2013 assessed by the Company duly certified by the auditor HAQUE SHAHALAM MANSUR & CO, 

Chartered Accountants with the following assumptions: 

�� 

41

42 

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PROSPECTUS 


Projected Financial Statements (Balance sheet, Income Statement and Cash Flow Statements) of Barakatullah Electro Dynamics 

Limited for the year ended 30 June 2011, 2012 and 2013 have been prepared and presented by the Company. The data 

presented in these financial statements seem to be fair and rational. 

A. PROJECTED BALANCE SHEET 


as at 

30.06.2011 30.06.2012 30.06.2013 

ASSETS 

Non-Current Assets 

Property, Plant & Equipment 1,851,171,875 1,788,265,093 1,725,358,311 

Intangible Assets 26,667 18,667 10,667 

Pre-Operating Expenses 38,940,825 36,020,263 33,099,701 

Total Non-Current Assets 1,890,139,367 1,824,304,023 1,758,468,679 

Current Assets 

Inventories 19,822,254 35,838,044 57,840,140 

Accounts Receivables 126,337,659 127,897,587 129,457,516 

Advances, Deposits & Pre-payments 81,501,256 78,645,569 55,940,177 

Cash & Bank Balances 145,806,905 359,711,087 514,510,719 

Total Current Assets 373,468,074 602,092,287 757,748,552 

TOTAL ASSETS 2,263,607,441 2,426,396,310 2,516,217,231 

EQUITY & LIABILITIES 

Shareholders’ Equity 

Share Capital 860,000,000 860,000,000 860,000,000 

Share Premium 1,000,000,000 1,000,000,000 1,000,000,000 

Retained Earnings 132,731,953 242,297,006 364,894,109 

Total Shareholders’ Equity 1,992,731,953 2,102,297,006 2,224,894,109 

Non-Current Liabilities 

Provision for Gratuity 700,000 1,400,000 2,100,000 

Term Loan - Long term Portion 101,652,901 67,600,250 33,547,598 

Total Non Current Liabilities 102,352,901 69,000,250 35,647,598 

Current Liabilities 

Term Loan - Short term Portion 34,052,652 34,052,652 34,052,652 

Liability for Expenses 7,037,890 7,100,286 7,162,684 

Proposed Dividend 86,000,000 172,000,000 172,000,000 

Accounts Payable 41,432,045 41,946,116 42,460,188 

Total Current Liabilities 168,522,587 255,099,054 255,675,524 

TOTAL EQUITY & LIABILITIES 2,263,607,441 2,426,396,310 2,516,217,231 

Net Asset Value Per Share (NAVPS) 23.17 24.45 25.87 

Sd/- 

HAQUE SHAHALAM MANSUR & CO. 

Chartered Accountants

B. PROJECTED INCOME STATEMENT 




for the year ended 

30.06.2011 30.06.2012 30.06.2013 

Revenue 753,309,908 762,656,646 772,003,383 

Cost of Sales (363,991,525) (384,076,821) (406,396,003) 

Gross Profit 389,318,383 378,579,825 365,607,380 

General & Administrative Expenses (49,327,156) (52,312,807) (53,010,599) 

Operating Profit 339,991,227 326,267,018 312,596,781 

Financial Expenses (133,180,232) (14,195,699) (10,279,644) 

Profit before Tax 206,810,995 312,071,319 302,317,137 

Income Tax Expenses (30,132,396) (30,506,266) (7,720,034) 

Profit for the year 176,678,599 281,565,053 294,597,103 

Appreciation: 

Current year’s profit 176,678,599 281,565,053 294,597,103 

Previous year’s profit 42,053,354 132,731,953 242,297,006 

218,731,953 414,297,006 536,894,109 

Proposed Dividend (86,000,000) (172,000,000) (172,000,000) 

Retained Earnings 132,731,953 242,297,006 364,894,109 

Weighted average no. of ordinary share outstanding 69,333,333 86,000,000 86,000,000 

Earnings per Share (EPS) 2.55 3.27 3.43 

C. PROJECTED CASH FLOW STATEMENTS 

Cash Flows from Operating Activities: 


for the year ended 

30.06.2011 30.06.2012 30.06.2013 

Cash Receipts from Customer 761,550,803 761,096,718 770,443,455 

Cash paid to Suppliers (428,280,948) (412,944,188) (399,311,529) 

Financial (Expenses)/Income (133,180,232) (14,195,699) (10,279,644) 

Net Cash Flow Used in Operating Activities 200,089,623 333,956,831 360,852,282 

Cash Flows from Investing Activities: 

Acquisition of Property, Plant & Equipment - - - 

Advances, Deposits & Pre-payments - - - 

Net Cash Used in Investing Activities - - - 

Cash Flows from Financing Activities: 

Share Capital 200,000,000 - - 

Share Premium 1,000,000,000 - - 

Payment of dividend - (86,000,000) (172,000,000) 

Payment of Term Loan (1,265,809,595) (34,052,649) (34,052,650) 

Net Cash Generated from Financing Activities (65,809,595) (120,052,649) (206,052,650) 

Net Cash Inflow/(Outflow) for the year 134,280,028 213,904,182 154,799,632 

Opening Cash & Bank Balances 11,526,877 145,806,905 359,711,087 

Closing Cash & Bank Balances 145,806,905 359,711,087 514,510,719 

Sd/- 



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43

44 

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PROSPECTUS 

D. BASIS OF ASSUMPTION 

01 Revenue 

Revenue is recognized as per reference Tariff multiplied by Dependable capacity of the plant. Consumer price 

index is taken into consideration at the time of calculating Non-Escalable rental received and Variable operating & 

maintenance payment (VOMP). 

02 Cost of Sales 

It is assumed that Gas, Spare parts and Lubricants are consumed at 33%, 5-10% and 3% respectively in upcoming 

years comparing to the consumption of previous year. Depreciation on plant is charged on straight line basis on 

cost over the useful life of the assets. 

03 General & Administrative Expenses 

It consists of depreciation expenses (other than plant), amortization expenses, employers’ contribution to provident 

fund, gratuity expenses, adjustment of prepayments and other general & administrative expenses. Depreciation on 

PPE & amortization expenses on Intangible assets is charged at straight line basis over the useful life of the assets. 

Gratuity expenses is equal to one basic of all entitled employee of the company and PF contribution is @10% of 

basic of all employee. It is also assumed that other General & administrative expenses is 3% of revenue in future 

considering the data of previous year. 

04 Financial Expenses 

It is assumed that by using the IPO proceeds, the company will pay 90 % of its term loan. 

05 Income Tax Expenses 

It is assumed by the management that the tax is deducted at source @ 4% on revenue as per 52N of the Income Tax 

Ordinance, 1984 

06 Dividend 

The management of the company assume to propose cash dividend @ 10%, 20%, and 20% in the year 2011, 2012 

and 2013 respectively. 

07 Earnings per share 

Basic EPS for the year ended 30 June 2011 is calculated in the following way: 

Weighted Average No. of Ordinary Share Outstanding as at 30 June 2011: 

Date o allotment ordinary share 

01-07-2010 60,000,000.00 

28-12-2010 (Bonus) 6,000,000.00 

01-05-2011 (IPO) 20,000,000.00 

86,000,000.00 

Weighted 

no. of days 

- 

360 

60 

calculation 

Weighted Average 

No. of share 

- 60,000,000.00 

=60,00,000*360/360 6,000,000.00 

=2,00,00,000*60/360 3,333,333.33 

69,333,333.33 

Weighted Average No. of Ordinary Share Outstanding (a) 69,333,333 

Profit attributable to the ordinary shareholders (b) 176,678,599 

Basic Earnings per share (c=b/a) 2.55 

Sd/- 

Dated, Dhaka HAQUE SHAHALAM MANSUR & CO. 

02 December 2010 Chartered Accountants

The issuer shall apply to: 



MARKET FOR THE SECURITIES BEING OFFERED 

Dhaka stock exchange Limited and chittagong stock exchange Limited 

9/F Motijheel C/A, CSE Building, 1080 Sk. Mujib Road 

Dhaka-1000 Agrabad, Chittagong-4100 

within 07 (seven) working days from the date of consent accorded by the Commission to issue prospectus. 

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

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

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

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

days, as the case may be. 

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

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

the rate of 2% (two percent) per month above the bank rate, to the subscribers concerned. 

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

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

period allowed for refund of the subscription money. 

trading and settlement 

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

of the Company. 

DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 

Dividend, voting, pre-emption rights 

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

in terms of the relevant provisions of the Companies Act 1994 and the Articles of Association of the company. All 

shareholders shall have the usual voting right voting right in person or by proxy in connection with, among others, 

election of Directors & Auditors and other usual agenda of General Meeting – Ordinary or Extra Ordinary. On a show 

of hand, every shareholder present in person and every duly authorized representative of a shareholder present at a 

General Meeting shall have one vote and on a poll every shareholder present in person or by proxy shall have one vote 

for every share held by him or her. 

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

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

Conversion and liquidation rights 

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

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

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

Dividend policy 

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

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

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

b) No larger dividend shall be declared than is recommended by the Directors, but the Company in its General Meeting 

may declare a smaller dividend. The declaration of Directors as to the amount of Net Profit of the Company shall 

be conclusive. 

c) No dividend shall be payable except out of the profits of the Company or any other undistributed profits. Dividend 

shall not carry interest as against the Company. 

�� 

45

46 

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PROSPECTUS 

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

position of the Company may justify. 

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

f). There is no limitation on the payment dividends to the common stockholders of the Company. 

Other rights of stockholders 

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

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

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

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

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

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

International Accounting Standard to the shareholders regarding the financial and operational position of the company. 

The shareholders shall have the right to receive all periodical statement and reports, audited as well as unaudited, 

published by the company from time to time. 

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

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

DEBT SECURITIES 

The Company has not issued or planning to issue any debt securities within six months. 

LOCK-IN ON SPONSORS’ SHARES 

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

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

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

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

of prospectus or commercial operation, whichever comes later. 

sl. 

No. 

Name status 


Hold 

% 

Holding 

Date of 

Issuance of 

Prospectus 

Period 

of Lock 

In 

expire 

date 

of lock-in 

1 Mr. Faisal Ahmed Chowdhury Chairman 1,787,500 2.708 01 February 2011 03 years 31 January 2014 


Director & Managing 

Director 

1,787,500 2.708 01 February 2011 03 years 31 January 2014 

3 Mr. Md. Ahsanul Kabir Vice-Chairman 2,145,000 3.250 01 February 2011 03 years 31 January 2014 

4 Mr. Abdul Bari Vice-Chairman 778,492 1.180 01 February 2011 03 years 31 January 2014 

5 Mr. Nasim Ahmed Chowdhury Director 919,127 1.393 01 February 2011 03 years 31 January 2014 

6 Mr. Nayem Ahmed Chowdhury Director 783,750 1.188 01 February 2011 03 years 31 January 2014 

7 Mr. Fahim Ahmed Chowdhury Director 585,574 0.887 01 February 2011 03 years 31 January 2014 

8 Mr. Alimus Sadat Chowdhury Director 178,750 0.271 01 February 2011 03 years 31 January 2014 

9 Mr. Md. Shirajul Islam Director 1,163,492 1.763 01 February 2011 03 years 31 January 2014 

10 Mr. Mohammed Abdul Ahad Director 668,492 1.013 01 February 2011 03 years 31 January 2014 

11 Mr. Abdul Mumin Director 1,063,865 1.612 01 February 2011 03 years 31 January 2014 

12 Mr. Robin Chowdhury Director 6,324,230 9.582 01 February 2011 03 years 31 January 2014 

13 Mr. Kazi Mohammed Angur Miah Director 1,163,492 1.763 01 February 2011 03 years 31 January 2014 

14 Mr. Nanu Kazi Mohammed Miah Director 1,346,092 2.040 01 February 2011 03 years 31 January 2014 

15 Mr. Yeahyea Murad Khan Director 339,174 0.514 01 February 2011 03 years 31 January 2014 

16 Mr. Manzur Ashraf Khan Director 270,600 0.410 01 February 2011 03 years 31 January 2014 

17 Ms. Ubaydia Chowdhury Director 613,492 0.930 01 February 2011 03 years 31 January 2014 

18 Mr. Afzal Rashid Choudhury Director 460,119 0.697 01 February 2011 03 years 31 January 2014 

19 Mr. Monsur Alam Chowdhury Director 350,207 0.531 01 February 2011 03 years 31 January 2014 

sub total 22,728,948 34.44

sl. 

No. 

Name status 


Hold 

% 

Holding 



Allotment 

Date 




Period 


In 

expire 

date 


20 Mr. Alimul Ahsan Chowdhury Shareholder 10,000 15-07-2008 

315,000 25-04-2009 

32,500 29-12-2010 

Sub total 357,500 0.542 01 February 2011 01 Year 31 January 2012 

21 Ms. Rushina Ahmed Chowdhury Shareholder 322,880 

25-04-2009 

32,288 

29-12-2010 


22 Ms. Rohima Chowdhury Shareholder 10,000 15-07-2008 

152,500 25-04-2009 

16,250 29-12-2010 


23 Ms. Momthaz Chowdhury Shareholder 286,230 25-04-2009 

28,623 29-12-2010 


24 Mr. Lutfur Rahman Ali Shareholder 209,430 25-04-2009 

20,943 29-12-2010 


25 Mr. Md. Moududul Haque Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


26 Ms. Mawduatun Naher Chowdhury Shareholder 81,250 25-04-2009 

8,125 29-12-2010 


27 Mr. Mijanur Rahman Choudhury Shareholder 40,000 15-07-2008 

1,010,000 25-04-2009 

105,000 29-12-2010 

Sub total 1,155,000 1.750 01 February 2011 01 Year 31 January 2012 

28 Mr. M. K Safi Chowdhury Shareholder 650,000 25-04-2009 

65,000 29-12-2010 


29 Mr. Gulam Mohammed Chowdhury Shareholder 20,000 15-07-2008 

305,000 25-04-2009 

32,500 29-12-2010 


30 Mr. Nurul Haque Chowdhury Shareholder 108,330 25-04-2009 

10,833 29-12-2010 


31 Mr. Touhidul Islam Shareholder 108,330 25-04-2009 

10,833 29-12-2010 


32 Mr. Syed Nazrul Hossain Shareholder 11,000 15-07-2008 

267,860 25-04-2009 

27,886 29-12-2010 


33 Mr. Md. Rafiqul Haque Shareholder 11,000 15-07-2008 

267,860 25-04-2009 

27,886 29-12-2010 


34 Mr. Md. Abdul Kadir Shareholder 5,500 15-07-2008 

133,930 25-04-2009 

13,943 29-12-2010 


35 Mr. Md. Abdul Kalam Razu Shareholder 5,500 15-07-2008 

203,930 25-04-2009 

20,943 29-12-2010 


36 Ms. Tupa Rahman Shareholder 5,500 15-07-2008 

133,930 25-04-2009 

13,943 29-12-2010 


�� 

47

48 

�� 

PROSPECTUS 

sl. 

No. 

Name status 


Hold 

% 

Holding 

Allotment 

Date 

37 Mr. Md. Babul Miah Shareholder 5,500 15-07-2008 

133,930 25-04-2009 

13,943 29-12-2010 




Period 


In 

expire 

date 



38 Mr. Kabir A Khan Shareholder 5,500 15-07-2008 

133,930 25-04-2009 

13,943 29-12-2010 


39 Ms. Amina Begum Shareholder 5,500 15-07-2008 

273,930 25-04-2009 

27,943 29-12-2010 


40 Mr. Nurul Huda Shareholder 454,550 25-04-2009 

45,455 29-12-2010 


41 Mr. Alhaj Md. Ahmed Ali Shareholder 790,000 25-04-2009 

79,000 29-12-2010 


42 

Ms. Nasreen Akhter (Runa) & 

Mr. Md. Mahmud Alam 

Shareholder 259,430 25-04-2009 

25,943 29-12-2010 


43 Mr. Nurul Haque (Jamil) Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


44 Mr. Abdul Kader Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


45 Mr. Nazmul Karim Shareholder 227,270 25-04-2009 

22,727 29-12-2010 


46 Mr. Moynul Hoque Siddiqui Shareholder 227,270 25-04-2009 

22,727 29-12-2010 


47 Mr. Saydur Rahman Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


48 Mr. Md. Shahidul Islam Mamun Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


49 Mr. Masudur Rahman Shareholder 179,430 25-04-2009 

17,943 29-12-2010 


50 Mr. Abu Rashed Md. Mujib Noman Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


51 Mr. Sourav Datta Chowdhury Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


52 Mr. Asrafur Rashid Jaigirdar Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


53 Mr. Kaisar Rashid Jaigirdar Shareholder 116,110 25-04-2009 

11,611 29-12-2010 


54 Mr. Mohammad Ashik Miah Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


55 Ms. Sultana Begum Shareholder 139,430 25-04-2009 

13,943 29-12-2010 

Sub total 153,373 0.232 01 February 2011 01 Year 31 January 2012

sl. 

No. 

Name status 


Hold 

% 

Holding 



Allotment 

Date 

56 Mr. Md. Jalil Miah Shareholder 139,430 25-04-2009 

13,943 29-12-2010 




Period 


In 

expire 

date 



57 Mr. Ahsanul Haque Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


58 Ms. Latifa Khanom Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


59 Mr. Gulam Mahmud Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


60 Mr. Md. Dilwar Hossain Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


61 Mr. Masum Ahmed Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


62 Mr. Khasru Miah Shareholder 389,430 25-04-2009 

38,943 29-12-2010 


63 Mr. Sofiq Uddin Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


64 Mr. Abu Zafar Enayet Rasul Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


65 Mr. Sohal Al Razi Chowdhury Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


66 Mr. Eftarul Hossain Chowdhury Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


67 Mr. Md. Zillur Rahman Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


68 Mr. Haji Md. Gousul Hossain Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


69 Mr. Jilu Miah Shareholder 209,430 25-04-2009 

20,943 29-12-2010 


70 Mr. Nizam Uddin Shikder Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


71 Mr. Rashedul Hasan Khaled Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


72 Mr. Abdul Basith Tafader Shareholder 119,910 25-04-2009 

19,520 30-06-2009 

13,943 29-12-2010 


73 Mr. Zakir Hussain Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


74 Mr. Humayun Ahmed Shareholder 139,430 25-04-2009 

13,943 29-12-2010 


�� 

49

50 

�� 

PROSPECTUS 

sl. 

No. 

Name status 


Hold 

% 

Holding 

Allotment 

Date 

75 Mr. Nillur Rahman Shareholder 139,430 25-04-2009 

13,943 29-12-2010 




Period 


In 

expire 

date 



76 Ms. Razia Khatun Shareholder 350,000 28-06-2009 

150,000 30-06-2009 

50,000 29-12-2010 


77 Mr. Mohammed Ziaur Rahman Shareholder 40,470 30-06-2009 

238,400 28-06-2009 

27,887 29-12-2010 


78 Mr. Mohammed Shafiqul Haque Shareholder 139,430 30-06-2009 

13,943 29-12-2010 


79 Mr. Musleh Uddin Chowdhury Shareholder 139,430 28-06-2009 

13,943 29-12-2010 


80 Mr. Abu Saleh Md. Shawkotul Islam Shareholder 150,000 30-06-2009 

15,000 29-12-2010 


81 Mr. Abdus S. Majid Shareholder 750,000 19-07-2009 

75,000 29-12-2010 


82 Mr. Abdul Rahman Shareholder 89,380 30-06-2009 

8,938 29-12-2010 


83 STFE Co. Ltd., Thailand Shareholder 100,000 05-08-2008 

300,000 17-01-2008 

1,600,000 25-04-2009 

200,000 29-12-2010 


84 Ms. Shaheda Begum Shanti Shareholder 2,740,000 19-07-2009 

274,000 29-12-2010 


85 Mr. Abdur Rahim Shareholder 760,000 19-07-2009 

76,000 29-12-2010 


86 Mr. Abdul Hannan Shareholder 2,090,000 19-07-2009 

209,000 29-12-2010 


87 Ms. Ifrat Jahan Chowdhury Shareholder 500,000 19-07-2009 

50,000 29-12-2010 


88 Mr. A T M Fokrul Islam Chowdhury Shareholder 450,000 19-07-2009 

45,000 29-12-2010 


89 Ms. Mahbuba Sultana Choudhury Shareholder 250,000 19-07-2009 

150,000 17-09-2009 

40,000 29-12-2010 


90 Ms. Tohmina Khatun Shareholder 891,720 19-07-2009 

89,172 29-12-2010 


91 Mr. Jafor Kibria Shujon Shareholder 750,000 19-07-2009 

75,000 29-12-2010 


92 Mr. Mamun Kibria Shumon Shareholder 750,000 19-07-2009 

75,000 29-12-2010 


sl. 

No. 

Name status 


Hold 

% 

Holding 



Allotment 

Date 

93 Mr. Abdul Mannan Shareholder 250,000 19-07-2009 

25,000 29-12-2010 




Period 


In 

expire 

date 



94 Mr. Madhab Chandra Das Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


95 Mr. Md. Al Mojahid Mullick Shareholder 300,000 19-07-2009 

30,000 29-12-2010 


96 Mr. Jashim Uddin Ahmed Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


97 Mr. Mohsin Ahmed Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


98 Mr. Mamunur Rashid Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


99 Mr. Md. Gazi Toufiqur Rahman Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


100 Mr. Mamunur Rashid Shahin Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


101 Mr. Aminur Rashed Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


102 Mr. Md. Tipu Sultan Shareholder 200,000 19-07-2009 

20,000 29-12-2010 


103 Mr. A M Aminuddin Shareholder 150,000 19-07-2009 

15,000 29-12-2010 


104 Mr. Syed Rafiqul Haque Shareholder 35,750 19-07-2009 

3,575 29-12-2010 


105 Mr. Md. Jasim Uddin Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


106 Mr. Sayed Zabir Hossain Shareholder 200,000 19-07-2009 

20,000 29-12-2010 


107 Mr. Abdul Mosabbir Shareholder 250,000 19-07-2009 

25,000 29-12-2010 


108 Mr. Aminul Islam Choudhury Shareholder 333,330 19-07-2009 

33,333 29-12-2010 


109 Mr. Gulam Isdani Chowdhury Shareholder 404,280 19-07-2009 

40,428 29-12-2010 


110 Ms. Sayeda Yasmin Hussain Shareholder 502,750 19-07-2009 

50,275 29-12-2010 


111 Ms. Tahsina Chowdhury Shareholder 110,000 19-07-2009 

11,000 29-12-2010 


112 Ms. Shahrina Newaz Shareholder 325,330 19-07-2009 

32,533 29-12-2010 


�� 

51

52 

�� 

PROSPECTUS 

sl. 

No. 

Name status 


Hold 

% 

Holding 

Allotment 

Date 

113 Ms. Farhana Aktar Chowdhury Shareholder 140,000 19-07-2009 

14,000 29-12-2010 




Period 


In 

expire 

date 



114 Ms. Saleka Khanom Shareholder 394,280 19-07-2009 

39,428 29-12-2010 


115 Ms. Abeda Khanom Chowdhury Shareholder 309,280 19-07-2009 

30,928 29-12-2010 


116 Mr. Capt. Saifur Rahman Shareholder 1,000,000 19-07-2009 

100,000 29-12-2010 


117 Mr. Umar Haider Khan Shareholder 500,000 19-07-2009 

50,000 29-12-2010 


118 Eminent Securities Ltd. Shareholder 500,000 19-07-2009 

50,000 29-12-2010 


119 Mr. Mohammed Tariq Ismail Shareholder 500,000 19-07-2009 

200,000 17-09-2009 

70,000 29-12-2010 


120 Mr. Mozammel Haque Bhuiyan Shareholder 200,000 19-07-2009 

20,000 29-12-2010 


121 Mr. Syed Golam Wadud Shareholder 200,000 19-07-2009 

20,000 29-12-2010 


122 Mr. M M Mustafa Zamal Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


123 Mr. Engr. Md. Mokhlesur Rahman Shareholder 300,000 19-07-2009 

30,000 29-12-2010 


124 Foster Securities Ltd. Shareholder 130,000 19-07-2009 

13,000 29-12-2010 


125 Mr. A.B.M. Golam Moula Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


126 

Ms. Jesmin Sultana & Ms. Sultana 

Jesmin Chino 

Shareholder 100,000 19-07-2009 

10,000 29-12-2010 


127 Mr. Mehdi Hasan Khan Shareholder 170,000 19-07-2009 

17,000 29-12-2010 


128 Mr. M. Emdadul Haque Shareholder 114,280 19-07-2009 

11,428 29-12-2010 


129 Mr. Suhel Ahmed Chowdhury Shareholder 249,000 19-07-2009 

24,900 29-12-2010 


130 

Mr. Monowar Ahmed & Mr. Mufti 

Abdul Mokshit Al Malum 

Shareholder 300,000 19-07-2009 

310,000 17-09-2009 

61,000 29-12-2010 


sl. 

No. 

Name status 


Hold 

% 

Holding 



Allotment 

Date 

131 Ms. Afia Begum Shareholder 100,000 19-07-2009 

10,000 29-12-2010 




Period 


In 

expire 

date 



132 Bangladesh Mutual Securities Ltd. Shareholder 1,500,000 17-09-2009 

150,000 29-12-2010 


133 Mr. M A Kashem Shareholder 1,000,000 17-09-2009 

100,000 29-12-2010 


134 Mr. Tajul Islam Shareholder 1,000,000 17-09-2009 

100,000 29-12-2010 


135 Ms. Rezia Akhter Begum Shareholder 230,000 17-09-2009 

23,000 29-12-2010 


136 Mr. Engr. Alauddin Al Mamun Shareholder 230,000 17-09-2009 

23,000 29-12-2010 


137 Mr. Md. Kamal Uddin Shareholder 230,000 17-09-2009 

23,000 29-12-2010 


sub total 43,271,052 65.56 

Grand total 66,000,000 100 

REFUND OF SUBSCRIPTION MONEY 

As per SEC Notification Dated February 9, 2010, the issuer shall refund application money to the unsuccessful applicant 

of the public offer by any of the following manner based on the option given by the applicant in the application form;a) 

Through banking channel for onward deposit of the refund money into the applicant’s bank account as provided in 

the respective application form for subscription; or 

b) Through issuance of refund warrant in the name and address of the applicant as provided in the respective 

application form for subscription: Provided that, in case of deposit into the applicant’s bank account, the applicant 

will bear the applicable service charge, if any, of the applicant’s banker, and the issuer shall simultaneously issue 

a letter of intimation to the applicant containing, among others, the date and amount remitted with details of the 

bank through and to which bank such remittance has been effected. 

�� 

53

54 

�� 

PROSPECTUS 

SUBSCRIPTION BY AND REFUND TO NON-RESIDENT BANGLADESHI (NRB) 

(1) A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable 

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

in Taka, supported by foreign currency encashment certificate issued by the concerned bank, for the value of 

securities applied for through crossed bank cheque marking “Account Payee only”. 

(2) The value of securities applied for by such person may be paid in Taka or US Dollar or UK Pound Sterling or EURO 

at the rate of exchange mentioned in the securities application form. 

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

the applicant through Account Payee bank cheque payable at Dhaka with bank account number, bank’s name and 

branch as indicated in the securities application form. If the applicants’ bank accounts as mentioned in their IPO 

Application Forms are maintained with the Bankers to the Issue, refund amount of those applicants will be directly 

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

Offer 

1. Shares 

AVAILABILITY OF SECURITIES 

Particulars No. of shares Amount in tk. 

A. 10% of IPO i.e. 2,000,000 Ordinary Shares shall be reserved for Non Resident 

Bangladeshis 

B. 10% of IPO i.e. 2,000,000 Ordinary Shares shall be reserved for Mutual funds and 

Collective investment schemes registered with the Commission 

c. The remaining 80% of IPO i.e. 16,000,000 Ordinary Shares shall be opened for 

subscription by the General Public 

2,000,000 120,000,000 

2,000,000 120,000,000 

16,000,000 960,000,000 

total 20,000,000 1,200,000,000 

2. All shares as stated in clause 1.A, 1.B and 1.C shall be offered for subscription and subsequent allotment by 

the issuer, subject to any restriction, which may be imposed, from time to time, by the Securities and Exchange 

Commission. 

3. In case of over-subscription under any of the categories mentioned in 1.A, 1.B and 1.C the Issue Manager shall 

conduct an open lottery of all the applications received under each category separately in accordance with the 

letter of consent issued by the Securities and Exchange Commission. 

4. In case of under-subscription under any of the 10% categories mentioned in 1.A and 1.B, the unsubscribed 

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

the general public category, the issuer and the issue manager shall jointly conduct and open lottery of all the 

applicants added together. 

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

the underwriter(s). 

6. The lottery as stated in clause (3) and (4) shall be conducted in presence of representatives form the issuer, 

the stock exchanges, and the applicants, if there be any. 

Application for subscription 

1. Application for shares may be made for a minimum lot for 200 Ordinary shares to the value of tk 12,000 and 

should be made on the Company’s Printed Application forms. Application Form and Prospectus may be obtained from 

the Registered Office & Corporate Office of the Company, members of Dhaka Stock Exchange Ltd. and Chittagong 

Stock Exchange Ltd. or from the Bankers to the Issue. In case adequate forms are not available, applicants may use 

photocopied/cyclostyled/hand written/typed copies of the forms. Applications must not be for less than 200 shares. 

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

2. 

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

must sign the application form.

3. 


Goran Business Center, Dhaka 

Khilgaon Branch, Dhaka 

Mirpur Branch, Dhaka 

Savar Bazar Branch, Dhaka 

Bulta Branch, Narayangonj 

CDA Avenue Branch, Chittagong 

Cox’s Bazar Branch, Cox’s Bazar 

Comilla Branch, Comilla 

kDA Avenue Branch, Khulna 

Uposhahar Branch, Sylhet 

First security Islami Bank Ltd. 

Azampur Branch, Dhaka 

Banani Branch, Dhaka 

Bangshal Branch, Dhaka 

Banoshree Branch, Dhaka 

Biswa Road Branch, Dhaka 

Dhanmondi Branch, Dhaka 

Dilkusha Branch, Dhaka 

Donia Branch, Dhaka 

Gulshan Branch, Dhaka 

Islampur Branch, Dhaka 


Mohakhali Branch, Dhaka 

Motijheel Branch, Dhaka 

Ring Road Branch, Dhaka 

Savar Branch, Dhaka 

Senanibash Branch, Dhaka 

Topkhana Road Branch, Dhaka 

Collage Gate Branch, Gazipur 

Agrabad Branch, Chittagong 



Application must be in full name of individuals or limited companies or trusts or societies and not in the name 

of firms, minors or persons of unsound mind. Applications from insurance, financial and market intermediary 

companies must be accompanied by Memorandum and Articles of Association. 

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

another person. In case an applicant makes more than two applications, all applications will be treated 

as invalid and will not be considered for allotment purpose. In addition, whole or part of application 

money may be forfeited by the commission. 

5. Bangladeshi Nationals (including non-resident Bangladeshi Nationals working abroad) and Foreign Nationals shall 

be entitled to apply for shares. 

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

office of the banks mentioned below in Cash/Cheque/Pay Order/Bank Draft. The Cheque/Pay Order/Bank Draft 

shall be made payable to the bank to which it is sent and be marked “Barakatullah electro Dynamics Limited” 

and shall bear the crossing “A/c Payee only” and must be drawn on a bank in the same town of the bank to 

which application form is deposited. 

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

drawn on a bank payable at Dhaka, or through a nominee (including a Bank or a Company) by paying out of foreign 

currency deposit account maintained in Bangladesh, for the value of securities applied for. The value of securities 

applied for may be paid in Taka, US Dollar or UK Pound Sterling or EURO at the spot Buying (TT Clean) rate of exchange 

prevailing on the date of opening of subscription. Refund against over subscription of shares shall be made in the currency in which the value of 

shares applied for was paid by the applicant. Share application form against the quota for NRB shall be sent by the applicant directly along with a 

draft or cheque to the Company. Copies of application form and prospectus shall be available with Bangladesh Embassy/High Commission in USA, 

UK, Saudi Arabia, UAE, Qatar, Kuwait, Oman, Bahrain, Malaysia and South Korea and web site of the issuer, issue manager, DSE, CSE and the 

SEC. 

8. All completed application forms together with remittances for the full amount payable on application shall be 

lodged by investors other than Non-Resident Bangladeshis with the following branches of the Bankers to the 

Issue: 


Bashundhara Branch, Dhaka 

Corporate Branch, Dhaka 



MCB Banani Branch, Dhaka 

MCB Dilkusha Branch, Dhaka 


Mitford Branch, Dhaka 

Moghbazar Branch, Dhaka 


North South Rd. Branch, Dhaka 

Principal Office Branch, Dhaka 

Progoti Sarani Branch, Dhaka 

Scotia Branch, Dhaka 

Shantinagar Branch, Dhaka 

Uttara Branch, Dhaka 


Anderkilla Branch, Chittagong 

Bahadderhat Branch, Chittagong 


Kamal Bazar Branch, Chittagong 

Khatunganj Branch, Chittagong 

MCB Sk. Mujib Road Br., Chittagong 

Station Road Branch, Chittagong 

Sylhet Main Branch, Sylhet 

Sylhet Uposhahar Branch, Sylhet 

Rajshahi Branch, Rajshahi 

Khulna Branch, Khulna 

Bogra Branch, Bogra 

Jessore Branch, Jessore 

Ishwardi Branch, Pabna 

Andar Killah Branch, Chittagong 

Bohaddarhat Branch, Chittagong 

Hat Hazari Branch, Chittagong 

Jubilee Road Branch, Chittagong 

Khatungonj Branch, Chittagong 

Patia Branch, Chittagong 

Probortak Mor Branch, Chittagong 

Chokioria Branch, Cox’s Bazar 



Rangpur Branch, Rangpur 



Ambarkhana Branch, Sylhet 

Sylhet Branch, Sylhet 

Taltola Branch, Sylhet 



Moulvibazar Branch, Moulvibazar 

Patuakhali Branch, Patuakhali 

Satkhira Branch, Satkhira 

Gobindagonj Branch, Sunamgonj 

Lakshmipur Branch, Lakshmipur 

IcB 

Head Office, Dhaka 

Local Office, Dhaka 

Barishal Branch, Barishal 


Chittagong Branch, Chittagong 



�� 

55

56 

�� 

PROSPECTUS 


one Bank Limited 


Banasree Branch, Dhaka 



Elephant Road Branch, Dhaka 

Ganakbari (EPZ) Branch, Dhaka 


Imamganj Branch, Dhaka 

Jatrabari Branch, Dhaka 

Joypara Branch, Dhaka 

Kakrail Branch, Dhaka 

Kawran Bazar Branch, Dhaka 



Nawabgonj Branch, Dhaka 

Principal Branch, Dhaka 

Progati Sharani Branch, Dhaka 


Narayanganj Branch, Narayanganj 



Jubilee Road Brahch, Chittagong 


Nanupur Bazar Branch, Chittagong 


DagonBhuiyan Branch, Feni 

Feni Branch, Feni 

Islampur Branch, Sylhet 


Chowmuhuni Branch, Noakhali 

Maijdee Court Branch, Noakhali 

Chandragonj Branch, Lakshmipur 

Raipur Branch, Laxmipur 

Ramganj Branch, Laxmipur 


Jessor Branch, Jessor 

Laksham Branch, Comilla 

Sherpur Branch, Moulvi Bazar 

Sirajgonj Branch, Sirajgonj 

shahjalal Islami Bank Limited 



Bijoynagar Branch, Dhaka 

College Gate Branch, Dhaka 

Dhaka Main Branch, Dhaka 


Foreign Exchange Branch, Dhaka 


Gulshan Sourh Av. Br. Dhaka 




Motijhee Branch, Dhaka 

Panthapath Branch, Dhaka 

Satmasjid Road Branch, Dhaka 




Chawkbazar Branch, Chittagong 



Muradpur Branch, Chittagong 

Dargah Gate Branch, Sylhet 

Goala Bazar Branch, Sylhet 




Aganagar Branch, Dhaka 

Agargaon Branch, Dhaka 

Ashulia Branch (Rural), Dhaka 








Mohammadpur Branch, Dhaka 

Mouchak Branch, Dhaka 

New Elephant Road Branch, Dhaka 

New Eskaton Branch, Dhaka 

Pragati Sarani Branch, Dhaka 


Sat Mashjid Road Branch, Dhaka 


Shaymoli Branch, Dhaka 


Madhabdi Branch (Rural), Narshingdi 


Tongi Branch, Gazipur 


Halishahar Branch, Chittagong 

Madambibir Hat Branch, Chittagong 

Momin Road Branch, Chittagong 

Pahartali Branch, Chittagong 


Chhagalnaiya Branch, Feni 


Kulaura Branch (Rural), Moulvi Bazar 

Moulvibazar Branch, Moulvi Bazar 

Bandar Bazar Branch, Sylhet 

Chouhatta Branch, Sylhet 

Laldighirpaar Branch, Sylhet 

Pathantula Branch, Sylhet 

Barisal Branch, Barisal 

Bashurhat Branch (Rural), Noakhali 


Comilla Branch, Comills 


Naogaon Branch, Naogaon 



standard chartered Bank 

Mirpur(OPC) Branch, Dhaka 

Motijheel(OPC) Branch, Dhaka 


Nasirabad Branch, Chittagong 




trust Bank Limited 

Dilkusha Corp. Branch, Dhaka 

Kafrul Branch, Dhaka 

Millenium Branch, Dhaka 


Radisson Hotel Branch, Dhaka 

Savar Cantonment Branch, Dhaka 

Sena Kalyan Bhaban Branch, Dhaka 

Uttara Corporate Branch, Dhaka 

Joydebpur Branch, Gazipur 


Chittagong Cant. Branch, Chittagong 

Naval Base Branch, Chittagong 


Beanibazar Branch, Sylhet 

Jalalabad Cant. Br., Sylhet 

Comilla Cant. Branch, Comilla 

Ashugonj Branch, Brahmanbaria 

Bogra Cantonment Branch, Bogra 

Chowmohoni Branch, Noakhali 

Jessore Cantonment Branch, Jessore 


Khwaja Yunus Medical College Br., Sirajgonj 

Momenshahi Cant. Br., Mymensingh 

Narsingdi Branch, Narsingdi 

Rangpur Cant. Branch, Rangpur 

S.S. Cantonment Branch, Tangail 

BrAc Bank Limited 

Asad Gate Branch, Dhaka 




Eskaton Branch, Dhaka 

Graphics Building Branch, Dhaka 


Manda Branch, Dhaka 


Nawabpur Branch, Dhaka 

Narayangonj Branch, Narayangonj 

Rampura Branch, Dhaka 

Shyamoli Branch, Dhaka 




Halisohor Branch, Chittagong 

KazirDeuri Branch, Chittagong 







Zindabazar Branch, Sylhet



9. The IPO subscription money collected from investors (other than Non-Resident Bangladeshis in US Dollar or UK Pound sterling or 

EURO) by the bankers to the issue will be remitted to the Company’s A/c # 1501201301509006 with BRAC Bank Limited, Gulshan 

Branch, Dhaka, Bangladesh for this purpose. 

10. The subscription money collected from Non-Resident Bangladeshis in US Dollar or UK Pound Sterling or EURO shall 

be deposited to three FC accounts opened by the Company for IPO purpose are as follows: 

sl. No. Name of the Fc Accounts Account No. Bank & Branch currency 

1 Barakatullah Electro Dynamics Limited 1501201301509003 BRAC Bank Limited, Gulshan Branch US Dollar 

2 -do- 1501201301509004 BRAC Bank Limited, Gulshan Branch GBP 

3 -do- 1501201301509005 BRAC Bank Limited, Gulshan Branch EURO 

11. The Company shall close the accounts mentioned above after refund of over-subscription, if any. 

APPLIcAtIoNs Not IN coNForMItY WItH tHe ABoVe reQuIreMeNts AND tHe INstructIoNs 

PrINteD oN tHe APPLIcAtIoN ForM Are LIABLe to Be reJecteD. 

Allotment 

The company shall issue share allotment letters to all successful applicants within 5 (five) weeks from the date of the 

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

within 5 (five) weeks from the closing of the subscription date by crediting directly to the recipients’ bank accounts. 

A compliance report shall be submitted with the Commission within 7(seven) weeks from the date of closure of 

subscription. 

UNDERWRITING OF SHARES 

The Initial Public Offering (IPO) is for 20,000,000 ordinary shares of Tk. 60 each including a premium of Tk. 50 per share amounting 

to Tk. 1,200,000,000. As per SEC’s guideline 50% of the said amount i.e. 10,000,000 ordinary shares of Tk. 60 each including a 

premium of Tk. 50 per share amounting to Tk. 600,000,000 has been underwritten by the following institutions: 

sl. 

No. 

1 

2 

3 

4 

5 

6 

7 

8 

9 

Name and address of underwriters 


Shareef Mansion (7th Floor), 56-57, Motijheel C/A Dhaka-1000 


Tea Board Building (1st Floor), 111-113, Motijheel C/A Dhaka-1000 


Unique Trade Center (Level 11), Suit No. 01, 8 Panthapath 



Paramount Heights (13th Floor), 65/2/1 Box Culvert Road, Purana Paltan, 

Dhaka-1000 


Nafi Tower (6th Floor), Plot No. 53, Gulshan South C/A, Gulshan-1 

Dhaka-1212 


Grameen Bank Bhaban (10th Floor), Mirpur-2, Dhaka-1216 


BDBL Bhaban (14th Floor), 8 DIT Avenue, Dhaka-1000 


Eunoos Trade Center (Level 21), 52-53 Dilkusha C/A, Dhaka-1000 


A-A Bhaban (Level 6), 23 Motijheel C/A, Dhaka-1000 

Number of shares 

underwritten 

Amount (tk) 

300,000 18,000,000 

300,000 18,000,000 

300,000 18,000,000 

300,000 18,000,000 

600,000 36,000,000 

600,000 36,000,000 

600,000 36,000,000 

600,000 36,000,000 

600,000 36,000,000 

�� 

57

58 

�� 

PROSPECTUS 

1. 

2. 

3. 

4. 

5. 

6. 

10 

11 

12 

13 

14 


Peoples Insurance Bhaban (11th Floor), 36 Dilkusha C/A, Dhaka-1000 


Eunoos Centre (Level 2), 52-53 Dilkusha C/A, Dhaka-1000 


Noor Tower (5th Floor), 73 Sonargaon Road, Dhaka-1205 


Jiban Bima Tower (6th Floor), 10 Dilkusha C/A, Dhaka-1000 


63, Dilkusha C/A (3rd Floor), Dhaka-1000 

600,000 36,000,000 

600,000 36,000,000 

600,000 36,000,000 

600,000 36,000,000 

3,400,000 204,000,000 

total 10,000,000 600,000,000 

Principal terms and conditions of underwriting agreement 

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

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

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

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

unsubscribed shares in cash in full within 15 (fifteen) days of the date of said notice and the said amount shall 

have to be credited into shares subscription account within the said period. 

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

fulfilled his obligation towards his underwriting commitment under the Agreement, until such time as the Cheque/ 

Bank Draft has been en-cashed and the Company’s account credited. 

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

of subscription and payment by the underwriter to the Commission. 

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

Underwriter will not be eligible to underwrite any issue, until such time as he fulfils his underwriting commitment 

under the Agreement and also other penalties as may be determined by the Commission may be imposed on 

him. 

In case of failure by any underwriter to pay for the shares within the stipulated time, the Company/Issuer will be 

under no obligation to pay any underwriting commission under the Agreement. 

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

time, the Company and its Directors shall individually and collectively be held responsible for the consequences 

and/or penalties as determined by the Securities and Exchange Commission under the law may be imposed on 

them.

FINANCIAL 



�� 

59

60 PROSPECTUS 

60 Prospectus 

�� 

AUDITORS’ REPORT 

TO THE SHAREHOLDERS OF 

BARAkATULLAH ELECTRO DynAmiCS LimiTED 

We have audited the accompanying Financial Statements of Barakatullah ElEctro 

DynamicS limitED comprising of Balance Sheet as at June 30, 2010 and the related 

income Statement, Statement of changes in Equity and cash Flow Statement together with 

related Notes thereto for the year ended June 30, 2010. The preparation of these financial 

statements is the responsibility of the company’s management. our responsibility is to 

express an independent opinion on these financial statements based on our audit. 

We conducted our audit in accordance with Bangladesh Standards on auditing (BSa). 

those standards require that we plan and perform the audit to obtain reasonable assurance 

about whether the financial statements are free of material misstatement. An audit includes 

examining, on a test basis, evidence supporting the accounts and disclosures in the financial 

statements. An audit also includes assessing the accounting principles used and significant 

estimates made by the management, as well as evaluating the overall financial statements 

presentation. We believe that our audit provides a reasonable basis for our opinion. 

In our opinion, the financial statements prepared in accordance with International Accounting 

Standards (iaS) as adopted by the institute of chartered accountants of Bangladesh (icaB) 

as Bangladesg accounting Standards (BaS), represent a true and fair view of the state of 

the company’s affairs as at June 30, 2010 and of the results of its operations and its cash 

flows for the year then ended and comply with the Companies Act, 1994, the Securities & 

Exchange Rules, 1987 and other applicable laws and regulations. 

We also report that: 

a) We obtained all the information and explanations which to the best of our knowledge and 

belief were necessary for the purpose of our audit and made due verification thereof; 

b) in our opinion, the company has kept proper books of account as required by law so far 

as it appeared from our examination of those books; 

c) the company’s Balance Sheet and income Statement dealt with by the report are in 

agreement with the books of account; and 

d) the expenditure incurred was for the purposes of the company’s business. 

Sd/- 



Date, Dhaka 

August 16, 2010


Balance Sheet 

as at June 30, 2010 

Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 61 

Lighting Lighting Bangladesh, Bangladesh, We We Promise... Promise 

Notes 30-06-2010 30-06-2009 

Taka Taka 

ASSETS 


Property, Plant & Equipment 5.00 1,914,078,657 33,623,688 

Preliminary Expenses - 532,600 

Intangible Assets 6.00 34,667 - 

Pre-Operating Expenses 7.00 41,861,387 33,276,023 

Capital Work-in-Progress 8.00 - 1,787,436,095 

Total Non-Current Assets 1,955,974,711 1,854,868,406 


Inventories 9.00 8,522,606 - 

Accounts Receivables 10.00 134,578,553 - 

Advances, Deposits & Pre-payments 11.00 81,501,256 47,389,549 

Cash & Bank Balances 12.00 11,526,877 67,952,619 

Total Current Assets 236,129,292 115,342,168 

TOTAL ASSETS 2,192,104,003 1,970,210,574 



Share Capital 13.00 600,000,000 350,000,000 

Share Money Deposit 14.00 - 174,635,936 

Retained Earnings 102,053,354 - 

Total Shareholders’ Equity 702,053,354 524,635,936 


Term Loan-Long Term Portion 15.00 1,221,464,642 722,779,830 

Total Non-Current Liabilities 1,221,464,642 722,779,830 


Term Loan-Short Term Portion 15.00 180,050,507 132,088,080 

Deferred Liabilities for Plant & Equipment 16.00 - 541,800,000 

Liability for Expenses 17.00 14,485,254 48,906,728 

Accounts Payable 18.00 74,050,246 - 

Total Current Liabilities 268,586,007 722,794,808 

TOTAL EQUITY & LIABILITIES 2,192,104,003 1,970,210,574 

Net Assets Value Per Share (NAVPS) 11.70 14.99 

The accounting policies and other notes form an integral part of these financial statements. 

Sd/- Sd/- Sd/- 

Company Secretary Managing Director Chairman 

This is the Balance Sheet 

referred to in our report of even date. 

Sd/- 


August 16, 2010 Chartered Accountants. 

��

62 PROSPECTUS 


�� 


Income Statement 

for the year ended June 30, 2010 

Particulars Notes 30-06-2010 30-06-2009 

Taka Taka 

Revenue 19.00 514,542,637 - 

Cost of Sales 20.00 (245,353,077) - 

Gross Profit 269,189,560 - 

General & Administrative Expenses 21.00 (50,514,638) - 

Operating Profit 218,674,922 - 

Financial Income 22.00 724,753 - 

219,399,675 - 

Financial Expenses 23.00 (111,763,872) - 

Profit before Tax 107,635,803 - 

Provision for Tax 17.01 (5,582,449) - 

Profit for the year 102,053,354 - 

Earnings per Share: 

Basic Earnings per Share (par value Tk. 10 each) 24.00 1.76 - 




This is the Income Statement 


Sd/- 


August 16, 2010 Chartered Accountants.


Statement of Changes in Equity 


Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 63 



Particulars Share Share Money Retained Total 

Capital Deposit Earnings Taka 

Balance as on 01-07-2008 15,000,000 148,829,877 - 163,829,877 

Net Profit/(Loss) during the year - - - - 

Transactions with the shareholders: 

Additional Deposit during the year - 25,806,059 - 25,806,059 

Issue of Ordinary Share 335,000,000 - - 335,000,000 

Balance as on 30-06-2009 350,000,000 174,635,936 - 524,635,936 

Particulars Share Share Money Retained Total 

Capital Deposit Earnings Taka 

Balance as on 01-07-2009 350,000,000 174,635,936 - 524,635,936 

Net Profit/(Loss) during the year - - 102,053,354 102,053,354 

Transactions with the shareholders: 

Additional Deposit during the year - 75,364,064 - 75,364,064 

Adjustment during the year - (250,000,000) - (250,000,000) 

Issue of Ordinary Share 250,000,000 - - 250,000,000 

Balance as on 30-06-2010 600,000,000 - 102,053,354 702,053,354 




This is the Statement of Changes in Equity 


Sd/- 


August 16, 2010 Chartered Accountants. 

��

64 PROSPECTUS 


�� 


Cash Flow Statement 


Particulars 30-06-2010 30-06-2009 

Taka Taka 

Cash Flow from Operating Activities: 

Cash Receipts from Customer 379,964,084 - 

Cash paid to Suppliers (223,600,969) - 

Financial Expenses (111,039,119) 

Net Cash Flow Used in from Operating Activities 45,323,996 - 

Cash Flow from Investing Activities: 

Acquisition of Fixed Assets (1,923,025,887) (17,430,947) 

Disposal of PPE 364,160 - 

Capital Work-in-Progress 1,787,436,095 (1,740,024,527) 

Advances, Deposits & Pre-payments (36,163,004) (45,764,549) 

Investment in Pre-Operating Expenses (10,532,405) (17,712,875) 

Intangible Assets (40,000) - 

Net Cash Used in Investing Activities (181,961,041) (1,820,932,898) 

Cash Flow from Financing Activities: 

Share Capital 250,000,000 335,000,000 

Share Money Deposit (174,635,936) 25,806,059 

Term Loan 498,684,812 854,867,910 

Short Term Loan 47,962,427 (3,572,535) 

Payment of Deferred Liabilities for Plant & Equipment (541,800,000) 541,800,000 

Net Cash Generated from Financing Activities 80,211,303 1,753,901,434 

Net Cash Inflow/Outflow) for the year (56,425,742) (67,031,464) 

Opening Cash & Bank Balances 67,952,619 134,984,083 

Closing Cash & Bank Balances 11,526,877 67,952,619 

Net Operating Cash Flows Per Share (NOCFPS) 0.76 - 




This is the Cash Folw Statement 


Sd/- 


August 16, 2010 Chartered Accountants.

Notes to the Financial Statements 

as at and for the year ended June 30, 2010 

1.00 Reporting Entity: 

1.01 Background of the Company: 

Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 65 


Barakatullah Electro Dynamics Limited (the Company) was incorporated in Bangladesh on June 26, 

2007 as a Private Limited Company. On September 25, 2008 the Company registered itself as a Public 

Limited Company under the Companies Act, 1994. 

The principal activity of this Company is to set up power plants for generation and supply of electricity. 

The plant, capacity of 51 MW at Fenchugonj, Sylhet, has successfully commissioned on 10 October, 

2009 and started its commercial operation from 24 October, 2009 and supplying to National Grid. 

The registered office of the Company is situated at 102 Azadi, Mirboxtula, Sylhet. 

1.02 Power Purchase Agreement (PPA) 

The Company has signed power supply agreement with Bangladesh Power Development Board on 

28 April, 2008 for a term of 15 years to provide 51 MW net electrical power to Bangladesh Power 

Development Board (BPDB). 

This agreement shall become effective upon signing and shall terminate 15 years after Commercial 

Operations Date, unless extended or earlier terminated pursuant to the provisions of this Agreement. 

The purpose of this agreement is the supply by Company to BPDB of Net Energy Output and to make 

available capacity and BPDB agrees to accept and pay for the Dependable Capacity & Net Energy 

Output under the terms and conditions provided herein. For this purpose Company shall be responsible 

for financing, complete design, supply, inspection, testing, delivery to the site, erection, testing & 

commissioning, operation and maintenance including overhauling and major overhauling of the plant 

for the entire term. Spares consumables required for the plant for the entire term shall be supplied by the 

Company at its own cost in accordance with this agreement. 

The PPA stipulates a two elements tariff. One is Rental Payment (Rental Received) and another is 

Energy Payment (Energy Sale) . The Rental Payment and Energy Payment payable to the Company for 

Dependable Capacity and Net Energy output respectively for each contract year through out the term. If 

power plant could not achieve dependable capacity for any particular billing month due to reasons other 

than the default of the Company, then BPDB shall pay monthly rental payment. 

1.03 Gas Supply Agreement 

The Company has signed gas supply agreement with Jalalabad Gas Transmission and Distribution System 

Ltd. (JGTDSL) on 22 June, 2008 for a term of 15 years. 

This agreement shall become effective upon signing and shall continue subject to the other provisions of 

this agreement for a period that ends on the expiry date which is the expiration date for the term of the 

Power Purchase Agreement. 

Subject to the terms and condition of this agreement and availability of gas, gas seller shall sell and 

deliver to project company at all times all project company’s requirements for gas for the facility during 

the term hereof to meet start-up, commissioning and operation of the facility and project company shall 

accept, receive and pay for gas from gas seller at a gas price set by the Government or any authority 

assigned by it from time to time. 

��

66 PROSPECTUS 


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2.00 Basis of Preparation and Presentation of the Financial Statements: 

2.01 Statement of Compliance: 

The financial statements have been prepared in accordance with Bangladesh Accounting Standards 

(BAS), Bangladesh Financial Reporting Standards (BFRS), Securities and Exchange Rules 1987, the 

Companies Act, 1994 and other laws and regulations applicable in Bangladesh. 

2.02 Basis of Measurement: 

All the elements of financial statements have been measured on “Historical Cost” basis which is one of 

the most commonly adopted basis as provided in “The Framework for the Preparation and Presentation 

of Financial Statements” issued by the Bangladesh Accounting Standards (BAS). 

2.03 Responsibility for Preparation and Presentation of Financial Statements: 

The Board of Directors is responsible for the preparation of financial statements under section 183 of the 

Companies Act, 1994 and as per the provision of “The Framework for the Preparation and Presentation 

of Financial Statements” issued by the Bangladesh Accounting Standard (BAS). 

2.04 Use of Estimates and Judgment: 

The preparation of financial statements in conformity with BASs requires management to make judgments, 

estimates and assumptions that affect the application of accounting policies and the reported amounts of 

assets, liabilities, income and expenses. Actual results may differ from these estimates. 

Estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting 

estimates are recognized in the period in which the estimates are revised if the revision affects only 

that period, or in the period of revision and future periods if the revision affects both current and future 

periods. 

In particular, information about significant areas of estimation uncertainty and critical judgments 

in applying accounting policies that have the most significant effect on the amount recognized in the 

financial statements are described in the following notes: 

Note 17: Liabilities for Expenses 

Note 25: Contingent Liability 

2.05 Functional and Presentational Currency and Level of Precision: 

The financial statements are prepared in Bangladesh Taka (Taka/Tk./BDT) which is the Company’s both 

functional currency and presentation currency. All financial information presented in Taka and have been 

rounded off to the nearest taka. 

2.06 Reporting Period: 

The financial period of the Company under audit covers the period from July 01, 2009 to June 30, 

2010.



3.00 Significant Accounting Policies: 

Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 67 


The accounting policies set out below have been applied consistently through out the period presented in these 

financial statements. 

3.01 Property, Plant and Equipment: 

a. Recognition and Measurement: 

In compliance with BAS-16 (Property, Plant & Equipment) items of property, plant and equipment 

(PPE), excluding land, are initially measured at cost less accumulated depreciation and accumulated 

impairment losses, if any. Land is measured at cost. The cost of an item of PPE comprises its purchase 

price, import duties and non-refundable taxes, after deducting trade discount and rebates and any costs 

directly attributable to bringing the assets to the location and condition necessary for it to be capable 

of operating in the intended manner. 

b. Capitalization of Borrowing Cost: 

Finance costs that are directly attributable to the construction of plants are included in the cost of those 

plants in compliance with BAS-23: Borrowing Cost, allowed alternative treatment. Capitalization of 

borrowing costs cease from the date of the report submitted by commercial test witness committee 

which, in accordance with Power Purchase Agreement, confirms the availability of plants for use. 

c. Subsequent Costs: 

The cost of replacing part of an item of property, plant and equipment is recognized in the carrying 

amount of the item if it is probable that the future economic benefits embodied within the part will flow 

to the Company and its cost can be measured reliably. The cost of the day to day maintaining cost on 

PPE are recognized in the income statement as incurred. 

d. Depreciation: 

No depreciation is charged on land and land development. 

Depreciation is recognized in the Income Statement on a straight line basis over the estimated useful 

lives of each item of property, plant & equipment. 

Each item of PPE are depreciated from the month in which the assets comes into use or capitalized. In 

case of disposals, depreciation is charged for full month in the month of disposal. 

Depreciation of Power Plant has been charged considering 30 years of useful life and residual value 

as 10% of original cost, on straight line basis on the ground that management intends to continue with 

operation after completion of 15 years as stated in the Power Purchase Agreement (PPA). 

��

68 PROSPECTUS 


�� 



The estimated useful lives of PPE for the current year as follows: 

Name of the Assets as at June 30, 2010 (in years) 

Furniture & Fixtures 10 

Office & Electrical Equipment 5 

Office Decoration 5 

Motor Vehicles 5 

Maintenance Equipment 5 

Building & Civil Construction 15 

Plant & Machineries 30 

No depreciation is charged on PPE due to non-operation of the company in the year ended June 30, 2009. 

e. Retirements and Disposals: 

An asset is derecognized on disposal or when no future economic benefits are expected from its use and 

subsequent disposal. Gains or losses arising from the retirement or disposal of an asset is determined as 

the difference between the net disposal proceeds and the carrying amount of the asset and is recognized 

as gain and loss from disposal of asset under other income in the Income Statement. 

3.02 Intangible assets: 

Intangible assets includes IT software which is used to maintain Company’s accounts. 

a. Recognition and Measurement: 

Intangible assets are measured at cost less accumulated amortization and accumulated impairment 

loss, if any. It is recognized if it is probable that future economic benefits that are attributable to the 

asset will flow to the enterprise and cost of the assets can be measured reliably as required by BAS 38: 

Intangible assets. The cost of the Intangible assets comprises its purchase price and any costs directly 

attributable to the assets. 

b. Subsequent Costs: 

Subsequent expenditure is capitalized only when it increases the future economic benefits embodied 

in the specific asset to which it relates. All other expenditures are recognized in the Income statement 

when incurred. 

c. Amortization: 

3.03 Advance: 

Amortization is recognized in the income statement on a straight line basis over the estimated useful 

lives of the assets, from the month that they are available for use. 

The estimated lives of the IT software (Tally.ERP 9) is recognized 5 (five) years from the month of its 

recognition. 

Advances are initially measured at cost. After initial recognition advances are carried at cost less 

deductions, adjustments or charges to other account heads such as PPE or inventory etc. 

3.04 Cash and Cash Equivalents: 

For the purpose of Balance Sheet and Cash Flow Statements, Cash in hand and Bank balances represent



Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 69 


cash and cash equivalents considering the BAS-1 “Presentation of Financial Statements” and BAS-7 

“Cash Flow Statement”, which provide that Cash and Cash equivalents are readily convertible to known 

amounts of Cash and are subject to an insignificant risk of changes in value and are not restricted as to 

use. 

3.05 Cash Flow Statement: 

Cash Flow Statement is prepared principally in accordance with BAS-7 “Cash Flow Statement” and the 

cash flow from the operating activities have been presented under direct method as prescribed by the 

Securities and Exchange Rules, 1987 and considering the provision of paragraph 19 of BAS-7 which 

provides that “Enterprises are Encouraged to Report Cash Flow from Operating Activities Using the 

Direct Method”. 

3.06 Accounts Receivables: 

Accounts receivables consists of unpaid bills receivables from Bangladesh Power Development Board 

(BPDB) and unbilled revenue recognized at the balance sheet date. 

3.07 Inventories: 

Inventories consisting of lube oil, alternator grease, coolnet water and spare parts. These are for use in the 

operation and maintenance of power plant. Cost of inventories include expenditure incurred in acquiring 

the inventories and other costs incurred in bringing them to use. 

3.08 Provisions: 

A provision is recognized on the balance sheet date if, as a result of past events, the Company has a 

present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of 

economic benefits will be required to settle the obligation. 

3.09 Income Tax: 

Income tax expenses comprises current tax and deferred tax. Income tax expense is recognized in the 

income statement except to the extent that it relates to items recognized directly in equity, in which case 

it is recognized in equity. 

a. Current Tax: 

Current tax is the expected tax payable on the taxable income for the year, using tax rates applicable in 

Bangladesh. As per section 52N of Income Tax Ordinance, 1984, tax at sources shall be deducted from 

revenue income of the company which will be treated as final discharge of tax liability as per section 

82C of said ordinance. Also current tax is payable in the year for interest on FDR. 

b. Deferred Tax: 

In compliance with BAS-12: Income tax, there are no temporary difference is accrued as yet between 

the carrying amount of assets and liabilities for financial reporting purpose and amounts used for 

taxation purpose. As no deferred tax is accrued. 

3.10 Revenue Recognition: 

Revenue is initially recognized in the income statement upon supply of electricity based on net energy 

output on a monthly basis. Net energy output is determined by the Joint meter reading and verification 

committee consisting of BEDL personnel’s and BPDB representatives. After initial recognition, 

adjustment is made on actual bill paid by the BPDB. 

��

70 PROSPECTUS 


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3.11 Financial Income and Expenses: 

Financial income comprise interest income received from bank on FDR and STD A/C. 

Financial expenses comprises interest expenses on term loan. All borrowing costs are recognized in the 

income statement using effective interest method except to the extent that they are capitalized during 

construction period of the plants in compliance with BAS-23: Borrowing Cost. 

3.12 Earnings per Share: 

The Company presents basic and diluted (when applicable) earnings per share (EPS) data for its ordinary 

shares. 

a. Basic Earnings per Share: 

Basic earnings per share is calculated by dividing the profit and loss attributable to the ordinary 

shareholders of the Company by the weighted average number ordinary share outstanding during the 

period. 

b. Diluted Earnings per Share: 

As there were no potential ordinary shares issued by the company, so no dilution is taken into effect. 

3.13 Foreign Currency Translation: 

Foreign currency transactions are translated into Bangladeshi taka at the rates ruling on the transaction 

date. All monetary assets and liabilities at the balance sheet date are translated using rates prevailing on 

that day. Gain/Loss arising from translation of foreign currency is recognize as Income/Expenses in the 

Income statement. However management feel the impact of translation of foreign currency is not material 

during the year. 

3.14 Employees’ Benefit: 

Employees of the Company is entitled to get 2 (two) festival bonus in a year and management will be 

shortly introduced Contributory Provided Fund and Gratuity Scheme. Both the fund is taken into effect 

from 01 July 2010. 

3.15 Contingencies: 

Contingencies arising from claim, litigation assessment, fines, penalties etc. are recorded when it is 

probable that a liability has been incurred and the amount can reasonably be measured. 

3.16 Events after Balance Sheet Date: 

Events after the balance sheets date that provide additional information about the Company’s position at 

the balance sheet date are reflected in the financial statements. Events after the balance sheet date that are 

not adjusting event are disclosed as off balance sheet items. 

4.00 Future Prospect: 

The Company’s net current liabilities stood at Tk. 32,456,715 at the balance sheet date. On that date, a substantial 

amount of current liabilities comprise of Company’s commitment for it debt service on account of project loans 

falling due within next 12 months. Management is confident of meeting the obligation from the resources 

generated from its operation coupled with continued support of bankers.


Cost Depreciation Written Down value 

Adj. made 

Charged Adj. made 

Balance as at Rate Balance as at 

Balance as at As at As at 

during the 

during the during the 

30-06-2010 (%) 01-07-2009 

30-06-2010 30 06-2010 30-06-2009 

year 

year year 

5.00 Property, Plant & Equipment: Tk. 1,914,078,657 

Addition 

during the year 

Balance as at 

01-07-2009 

Particulars 

Sl. 

No. 

01 Land & Land Development 25,868,520 717,348 - 26,585,868 - - - - - 26,585,868 25,868,520 

02 Furniture & Fixtures 1,542,435 1,050,339 - 2,592,774 10 - 227,662 - 227,662 2,365,112 1,542,435 

03 Office & Electrical Equipment 2,514,120 2,529,700 - 5,043,820 20 - 923,584 - 923,584 4,120,236 2,514,120 

04 Office Decoration 728,320 1,228,330 364,160 1,592,490 20 - 231,415 - 231,415 1,361,075 728,320 

05 Motor Vehicles 2,970,293 1,614,956 - 4,585,249 20 - 635,590 - 635,590 3,949,659 2,970,293 

06 Building & Civil Construction - 77,608,586 - 77,608,586 7 - 3,393,442 - 3,393,442 74,215,144 - 

07 Maintenance Equipment - 461,179 - 461,179 20 - 44,491 - 44,491 416,688 - 

Sub-Total 33,623,688 85,210,438 364,160 118,469,966 - 5,456,184 - 5,456,184 113,013,782 33,623,688 

08 Plant & Machinery - 1,837,815,449 - 1,837,815,449 3 - 36,750,574 - 36,750,574 1,801,064,875 - 

Sub-Total - 1,837,815,449 - 1,837,815,449 - 36,750,574 - 36,750,574 1,801,064,875 - 

Grand Total 33,623,688 1,923,025,887 364,160 1,956,285,415 - 42,206,758 - 42,206,758 1,914,078,657 33,623,688 

Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 71 


6.00 Intangible Assets: Tk. 34,667 

Cost 

Amortization Written Down value 

No. 

Sl. 

Adj. made 


Particulars Balance as at Addition 

Balance as at of Balance as at 


No. 

during the 


01-07-2009 during the year 

30-06-2010 years 01-07-2009 

30-06-2010 30-06-2010 30-06-2009 

year 

year year 

Intangible Assets (IT Software) 

01 40,000 - 40,000 5 - 5,333 - 5,333 34,667 - 

- 

Total - 40,000 - 40,000 - 5,333 - 5,333 34,667 - 

7.00 Pre-operating Expenses: Tk. 41,861,387 

Cost 

Amortization Written Down value 

No. 

Adj. made 


Particulars Balance as at Addition 

Balance as at of Balance as at 


during the 


01-07-2009 during the year 

30-06-2010 years 01-07-2009 

30-06-2010 30-06-2010 30-06-2009 

year 

year year 

Pre-operating Expenses (Note 

33,276,023 10,532,405 - 43,808,428 15 - 1,947,041 - 1,947,041 41,861,387 33,276,023 

-7.01) 

Total 33,276,023 10,532,405 - 43,808,428 - 1,947,041 - 1,947,041 41,861,387 33,276,023 

Sl. 

No. 

01 

��

72 PROSPECTUS 


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30-06-2010 30-06-2009 

Taka Taka 

7.01 Pre-operating Expenses: Tk. 43,808,428 

Particulars 

Salary & Allowances 8,071,972 4,880,562 

Director’s Remuneration 10,045,000 9,034,000 

Entertainment & Others 1,785,370 1,490,757 

Travelling & Conveyance 6,883,213 6,565,357 

Printing & Stationery 523,518 495,154 

Trade License & Others 952,700 874,600 

Tender Document Expenses 1,173,863 1,137,363 

General Repair & Maintenances 1,125,734 532,074 

Legal Fees & Professional Consultancy 3,433,253 2,981,553 

Business Development Expenses 5,697,822 4,680,870 

Donation & Subscription 1,505,365 1,041,365 

Office Rent 1,530,000 1,046,000 

Utility Expenses 281,546 152,594 

Vehicle Running Expenses 1,222,219 740,541 

Communication Expenses 504,749 360,907 

Miscellaneous Expenses 345,530 343,117 

Bank Charges & Commission 3,014,656 2,970,203 

Advertisement & Publicity 485,358 446,558 

Bank Guarantee Expenses 833,977 - 

AGM Expenses 366,974 - 

Fooding & Lodging 148,117 - 

Uniform Expenses 5,220 - 

Newspaper, Books & Periodicals 5,664 - 

Office Decoration Written Off 364,160 - 

Audit Fees 95,000 95,000 

50,400,980 39,868,575 

Less: Interest Income 6,592,552 6,592,552 

Total 43,808,428 33,276,023 

8.00 Capital Work-in-Progress: Tk. Nil 

Particulars 

Building & Civil Construction - 58,852,178 

Plant & Machinery - 1,728,583,917 

Total - 1,787,436,095 

9.00 Inventories: Tk. 8,522,606 

Particulars 

Opening Balance - - 

Purchase during the year 27,219,929 - 

Balance available for consumption 27,219,929 - 

Consumption during the year 18,697,323 - 

Closing Balance (Note-9.01) 8,522,606 -

Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 73 




30-06-2010 30-06-2009 

Taka Taka 

9.01 Closing Balance of Inventories: Tk. 8,522,606 

Particulars 

Spare Parts 1,067,420 - 

Lube Oil 7,178,169 - 

Grease 173,057 - 

Coolnet Water 103,960 - 

Total 8,522,606 - 

The balance of inventories are verified and reconciled by the management team at the year end. 

10.00 Accounts Receivables: Tk. 134,578,553 

Particulars 

Bangladesh Power Development Board (BPDB): 

Rental Bill 52,781,427 - 

Energy Bill 81,797,126 - 

Total 134,578,553 - 

This balance represents the arrear bill from BPDB for the month of May & June 2010. 

11.00 Advances, Deposits & Pre-payments: Tk. 81,501,256 

Particulars 

Advances: 

Advance to Employees & Others 20,000 6,000 

Advance against Building & Civil Construction - 1,724,062 

Advance against Land - 320,000 

Advance against Furniture & Fixtures - 100,000 

Advance against Other Expenses 465,588 465,588 

Advance against Issue Management Fees 200,000 200,000 

Advance to Other Parties 50,000 - 

Advance Income Tax 72,475 - 

Advance against assets/inventory 26,290 - 

Sub Total 834,353 2,815,650 

Deposits: 

Deposit for Bank Guarantee 73,524,954 44,403,899 

Sub Total 73,524,954 44,403,899 

Prepayments: 

Prepayment for Office Rent 100,000 170,000 

Prepayment against Bank Guarantee Expenses 5,819,726 - 

Prepayment against Insurance Premium 1,222,223 - 

Sub Total 7,141,949 170,000 

Grand Total 81,501,256 47,389,549 

��

74 PROSPECTUS 


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30-06-2010 30-06-2009 

Taka Taka 

12.00 Cash & Bank Balances: Tk. 11,526,877 

Particulars 

Cash in Hand 633,867 624,105 

Sub Total 633,867 624,105 

Cash at Bank 

Trust Bank Ltd., Sylhet Br. 618,966 9,002,698 

EXIM Bank Ltd., Fenchugong Br. 17,986 75,375 

Mercantile Bank Ltd., Mohakhali Br. 165,096 177,541 

BRAC Bank Ltd., Gulshan Br. 10,049,772 39,088,762 

Prime Bank Ltd., Gulshan Br. 2,700 3,850 

Standard Bank Ltd., Topkhana Road Br. 350 1,500 

Islami Bank Ltd., Sylhet Branch 770 - 

Shahjalal Islami Bank Ltd., Dhaka Main Br. 37,370 378,788 

Sub Total 10,893,010 48,728,514 

FDR Accounts 

BRAC Bank Ltd., Gulshan Br. - 11,100,000 

Trust Bank Ltd., Sylhet Br. - 7,500,000 

Sub Total - 18,600,000 

Grand Total 11,526,877 67,952,619 

The bank balances have been confirmed and reconciled with respective bank statements. 

Cash in hand has been verified by the management at the close of the year and a cash custody certificate was 

furnished to the auditors. 

13.00 Share Capital: Tk. 600,000,000 

Authorised: 

100,000,000 Ordinary Shares of Tk. 10 each 1,000,000,000 1,000,000,000 

Issued, Subscribed and Paid-up: 

60,000,000 Ordinary Shares of Tk. 10 each 600,000,000 350,000,000 

(3,500,000 ordinary shares of Tk. 100 each in the year 2009)



Shareholding Position was as follows: 

Sl. No. Name of shareholders 

Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 75 


Percentage of shareholdings Amount in Tk. 

30-06-2010 30-06-2009 30-06-2010 30-06-2009 

1 Faisal Ahmed Chowdhury 2.71 4.64 16,250,000 16,250,000 

2 Gulam Rabbani Chowdhury 2.71 4.64 16,250,000 16,250,000 

3 Md. Ahsanul Kabir 3.25 5.57 19,500,000 19,500,000 

4 Nasim Ahmed Chowdhury 1.39 2.39 8,355,700 8,355,700 

5 Nayem Ahmed Chowdhury 1.19 2.04 7,125,000 7,125,000 

6 Fahim Ahmed Chowdhury 0.89 1.52 5,323,400 5,323,400 

7 Alimus Sadat Chowdhury 0.27 0.46 1,625,000 1,625,000 

8 Manzur Ashraf Khan 0.41 0.70 2,460,000 2,460,000 

9 Muhammed Monsur Alam Chowdhury 0.53 0.91 3,183,700 3,183,700 

10 Yeahyea Murad Khan 0.51 0.88 3,083,400 3,083,400 

11 Nanu Kazi Mohammed Miah 2.04 3.19 12,237,200 11,154,400 

12 Md. Shirajul Islam 1.76 3.02 10,577,200 10,577,200 

13 Mohammed Abdul Ahad 1.01 1.74 6,077,200 6,077,200 

14 Abdul Mumin 1.61 2.48 9,671,500 8,671,500 

15 Robin Chowdhury 9.58 16.33 57,493,000 57,153,000 

16 Abdul Bari 1.18 1.59 7,077,200 5,577,200 

17 Kazi Mohammed Angur Miah 1.76 3.02 10,577,200 10,577,200 

18 Ubaydia Chowdhury 0.93 0.00 5,577,200 - 

19 Afzal Rashid Choudhury 0.70 1.20 4,182,900 4,182,900 

20 Other shareholders 65.56 43.68 393,373,200 152,873,200 

Total 100.00 100.00 600,000,000 350,000,000 

Details of the Shareholding is given below: 

The distribution schedule showing the number of Shareholders and their shareholding in percentage has been 

disclosed below as a requirement of the “Listing Regulation” of Dhaka and Chittagong Stock Exchange. 

Range of holdings in number of Shares No. of Shareholders Holding % 

30-06-2010 30-06-2009 30-06-2010 30-06-2009 

Less than 500 shares - - - - 

500 to 5,000 shares - - - - 

5,001 to 10,000 shares - - - - 

10,001 to 20,000 shares - - - - 

20,001 to 30,000 shares - - - - 

30,001 to 40,000 shares 1.00 - 0.73 - 

40,001 to 50,000 shares - - - - 

50,001 to 100,000 shares 14.00 2.00 10.22 2.47 

100,001 to 1,000,000 shares 107.00 70.00 78.10 86.42 

1,000,001 to 10,000,000 shares 15.00 9.00 10.95 11.11 

Total 137.00 81.00 100.00 100.00 

Split of Face Value of Share: 

A special resolution is passed and duly certified from RJSC dated 30 December 2009 to adopt a new Articles of 

Association. By the said special resolution the company’s face value of share is reduced from Tk. 100 to Tk. 10. 

��

76 PROSPECTUS 


�� 



14.00 Share Money Deposit: Tk. Nil 

30-06-2010 30-06-2009 

Taka Taka 

Particulars 

Share Money Deposit - 174,635,936 

- 174,635,936 

15.00 Term Loan: Tk. 1,401,515,149 

Particulars 

Long Term Portion: Interest Rate 

Infrastructure Development Finance Company Ltd. (IDCOL) 13% 430,555,554 325,366,491 

BRAC Bank Ltd. 13% 236,363,636 169,229,348 

Trust Bank Ltd. 13% 118,181,816 84,614,672 

AB Bank Ltd. 13% 118,181,817 84,614,673 

Janata Bank Ltd. 13% 78,787,879 39,303,097 

Industrial & Infrastructure Development Finance Co. Ltd. (IIDFC) 14% 39,393,940 19,651,549 

Prime Finance & Investment Ltd. 15% 200,000,000 - 

Sub Total 1,221,464,642 722,779,830 

Short Term Portion: 

Infrastructure Development Finance Company Ltd. (IDCOL) 13% 55,050,507 27,777,777 

BRAC Bank Ltd. 13% 50,000,000 42,657,213 

Trust Bank Ltd. 13% 25,000,000 21,328,607 

AB Bank Ltd. 13% 25,000,000 21,328,607 

Janata Bank Ltd. 13% 16,666,667 12,663,918 

Industrial & Infrastructure Development Finance Co. Ltd. (IIDFC) 14% 8,333,333 6,331,958 

Sub Total 180,050,507 132,088,080 

Grand-Total 1,401,515,149 854,867,910 

Infrastructure Development Finance Company Ltd. (IDCOL) along with other banks/non-banking financial institution has 

arranged syndication loan of Tk. 1,250,000,000 as lead arranger in January, 2009. From this amount, company has availed 

full amount of Tk. 1,250 million in June, 2010. The interest rate of this syndication loan is 13.00% per annum for IDCOL 

and other lenders except IIDFC with semi-annual review by the agent and lenders from August, 2009. The first drawdown 

was made on January 26, 2009. The grace period of this syndication loan is of 12 months from the first drawdown date. The 

term loan facility in case of IDCOL shall be repaid in equal 36 quarterly installments and in case of other lenders shall be 

repaid in equal 22 quarterly installments on repayment dates commencing from the immediate quarter-end upon the expiry 

of the grace period. 

The security package for the project is as follows: 

-Mortgage of project land; 

-Hypothecation of all fixed and floating assets including but not limited to machinery, book debts, furniture, fixture and 

equipment on first ranking pari passu basis creating present and future charge with the RJSC; 

-Establishment of Escrow Account and Debt Service Account with appropriate cash waterfall arrangement to the satisfaction 

of the lenders; 

-Co-payee of benefits under all insurance policies insuring the relevant moveable and immoveable assets of the issuer. 

A term loan is taken from Prime Finance & Investment Ltd. for a period of 18 months (including a grace period of 3 months) 

at Interest rate of 15% p.a. on 08 March, 2010. Repayment of interest will be paid from the 4th month to 18th month starting 

from the end of the grace period and principal repayment will be paid at the end of the term.



16.00 Deferred Liability for Plant & Machinery: Tk. Nil 

Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 77 


30-06-2010 30-06-2009 

Taka Taka 

Fifty percent (50%) value of 15 (fifteen) Gen Set (JGS 620 GS-N.L) purchased from GE Jenbacher Gmbh & 

Co. OHG, Austria @ $ 1,032,000/Engine, have been paid during the year. 

Particulars 

Gen Set (JGS 620 GS-N.L)-15 nos engine - 541,800,000 

Total - 541,800,000 

17.00 Liability for Expenses: Tk. 14,485,254 

Particulars 

Salary & Allowances 1,218,878 878,492 

Director’s Remuneration 500,700 734,000 

Audit Fees 50,000 40,000 

Provision for Tax ( Note-17.01 ) 5,582,449 3,359,633 

Utility Expenses 98,190 - 

Office Rent 15,000 23,283 

Legal Fees & Professional Expenses 5,000 - 

Vehicle Running Expenses 96,615 - 

Infrastructure Development Company Limited (IDCOL) - 19,390,535 

BRAC Bank Limited - 11,566,297 

Trust Bank Limited - 5,764,261 

AB Bank Limited - 4,584,864 

Janata Bank Limited - 1,709,361 

Industrial & Infrastructure Development Finance Co. Ltd. (IIDFC) 120,644 856,002 

Prime Finance & Investment Limited 6,797,778 - 

Total 14,485,254 48,906,728 

17.01 Provision For Tax: Taka 5,582,449 

Provision for tax on Revenue 

Tax applicable on total revenue 20,581,705 

Tax paid on revenue received (15,198,563) 

Provision for tax on Revenue 5,383,142 

Provision for Tax on Other Income 

Tax applicable on bank interest 271,782 

Tax deducted by bank (72,475) 

Provision for tax on other income 199,307 

Total 5,582,449 

As per section 52N of the Income tax ordinance 1984, BPDB has deducted source tax on company’s revenue, 

which is the final discharge of tax liability as per the said ordinance. But the company has earned an amount 

of bank interest on FDR & STD A/C. As such the management feels to create tax provision for this income at 

applicable rate enforced in Bangladesh. 

��

78 PROSPECTUS 


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18.00 Accounts Payable: Tk. 74,050,246 

30-06-2010 30-06-2009 

Taka Taka 

Particulars 

Jalalabad Gas T & D Co. Limited 61,419,970 - 

Mobil Jamuna Lubricants Limited 6,085,622 - 

United Bricks 676,015 - 

Mr. M K Babul 268,100 - 

Arti Sun Craft 205,000 - 

Technic Construction 4,000,000 - 

Sumon Brothers 31,783 - 

Rakin Traders 26,035 - 

Fahim Electric 12,721 - 

Blue Bird Auto Ltd. 1,325,000 - 

Total 74,050,246 - 

19.00 Revenue: Tk. 514,542,637 

Particulars 

Rental Received 215,630,995 - 

Energy Sale 298,911,642 - 

Total 514,542,637 - 

20.00 Cost of Sales: Tk. 245,353,077 

Particulars 

Gas Consumption 189,405,258 - 

Lube Oil Consumption 18,485,270 - 

Grease 184,443 - 

Coolnet Water 11,040 - 

Spare Parts-Others Consumption 16,570 - 

Depreciation on Plant & Machinery 36,750,574 - 

Repair & Maintenances 499,922 - 

Total 245,353,077 -



21.00 General & Administrative Expenses: Tk. 50,514,638 

Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 79 


30-06-2010 30-06-2009 

Taka Taka 

Particulars 

Salary & Allowances 10,855,859 - 

Director’s Remuneration 5,724,500 - 

Communication Expenses 333,211 - 

Travelling & Conveyance 1,097,603 - 

Utility Expenses 171,299 - 

Office Rent, Rates & Taxes 677,500 - 

AGM & EGM Expenses 38,036 - 

Vehicle Running Expenses 1,395,472 - 

General Repair & Maintenances 368,208 - 

Entertainment & Others 736,870 - 

Business Development Expenses 281,354 - 

Plant Inauguration Expenses 2,117,956 - 

Legal Fees & Professional Consultancy 66,132 - 

Staff Fooding & Lodging 367,644 - 

Advertisement & Publicity 50,985 - 

Tender Document Expenses 70,340 - 

Audit Fees 50,000 

Photocopy & Stationeries 46,169 - 

Uniform 113,175 - 

Newspaper, Books & Periodicals 15,072 - 

Printing Expenses 66,756 - 

License Renewal Fees 566,108 - 

Bank Charges & Commission 131,488 - 

Miscellaneous 58,204 - 

Donation & Subscription 527,348 - 

Insurance Premium 977,777 - 

Training & Workshop Expenses 34,943 - 

Gardening Expenses 151,981 - 

Annual Sports Expenses 17,680 - 

Gift & Greetings 8,297 - 

ISO Certification Expenses 106,950 - 

Rest House Keeping Expenses 150,000 - 

Preliminary Expenses Written Off 532,600 

Advance Income Tax Paid 15,198,563 

Amortization Expenses 1,952,374 - 

Depreciation Expenses 5,456,184 - 

Total 50,514,638 - 

22.00 Financial Income: Tk. 724,753 

Particulars 

Bank Interest 724,753 - 

Total 724,753 - 

��

80 PROSPECTUS 


�� 



30-06-2010 30-06-2009 

Taka Taka 

23.00 Financial Expenses: Tk. 111,763,872 

Particulars 

Interest Expenses: 

BRAC Bank Limited 24,026,000 - 

Trust Bank Limited 12,014,415 - 

Infrastructure Development Company Limited (IDCOL) 40,252,804 - 

Industrial & Infrastructure Development Finance Co. Ltd. (IIDFC) 4,347,429 - 

Janata Bank Limited 7,903,301 - 

AB Bank Limited 12,014,393 - 

Prime Finance & Investment Limited 9,856,778 - 

Sub Total 110,415,120 - 

Bank Guarantee Expenses 1,348,752 - 

Sub Total 1,348,752 - 

Grand Total 111,763,872 - 

24.00 Earnings Per Share (EPS): Tk. 1.76 

Particulars 

Profit Attributable to Ordinary Shareholders 102,053,354 

Weighted Average Number of Ordinary Shares Outstanding during the year (Note 23 A) 57,944,444 

Basic Earnings Per Share (EPS) 1.76 

24.01 Weighted Average Number of Ordinary Shares: 57,944,444 

The weighted average number of ordinary shares outstanding during the year is the number of ordinary shares 

outstanding at the beginning of the year, adjusted by the number of ordinary shares issued during the year 

multiplied by a time-weighted factor. The time-weighted factor is the number of days that the shares are 

outstanding as a proportion of the total number of days in the year (considering 360 days in a year). 

Outstanding ordinary shares as at July 01, 2009 35,000,000 

Effect of issue of additional shares during the year 22,944,444 

Total 57,944,444 

24.02 Dilution of Earnings Per Share: 

No diluted earnings per share is required to be calculated for the year presented as there was no potential 

ordinary shares has been issued by the company, as such no scope for dilution during the year. 

25.00 Contingent Liability: Tk. 212,463,647 

Contingent liability existed for the Company of Tk. 212,463,647 as at 30 June, 2010 in relation to issue of bank 

guarantee in favor of Bangladesh Power Development Board, JGT&DCL, Commissioner of Customs, Customs 

House (Import)-Dhaka, Chittagong & Benapole. 

The company has been filed few petition involving an amount of Tk. 10,11,76,307 (writ # 868/2009, 2100/2009, 

2788/2009, 3272/2009, 3807/2009, 5641/2009) against BPDB, NBR, Custom and other parties for taking the 

exemption facility of import duty, VAT, Supplementary duty etc.



Nature of Contingent Liability Expiry date 

Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 81 


30-06-2010 30-06-2009 

Taka Taka 

Bank Guarantee-Bangladesh power development board 22.10.2009 - 75,000,000 

Bank Guarantee-Commissioner of Customs, Customs House (Import) - Dhaka Open ended 591,537 591,537 












Bank Guarantee-Commissioner of Customs, Customs House (Import) - Ctg. Open ended 21,927,458 21,927,458 


Bank Guarantee-Commissioner of Customs, Customs House (Import) - Ctg. Open ended 421,806 421,806 



















Bank Guarantee-Commissioner of Customs, Customs House (Import) - Benapole Open ended 1,801,023 1,801,023 



Bank Guarantee-Commissioner of Customs, Customs House (Import) - Benapole Open ended 900,512 900,512 


Bank Guarantee-Commissioner of Customs, Customs House (Import) - Benapole Open ended 33,196 33,196 

Bank Guarantee-Commissioner of Customs, Customs House (Import) - Ctg. Open ended 9,184,865 - 

Bank Guarantee-Jalalabad Gas Transmission & Distribution Co. Ltd. -Sylhet Aug.30, 2012 60,886,080 - 

Bank Guarantee-Bangladesh Power Development Board, Dhaka 16 Nov. 2013 50,401,260 - 

Total 212,463,647 166,991,442 

��

82 PROSPECTUS 


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26.00 Commitment of Capital Expenditure: Tk. 3,770,897 

Name of the company L/C Number Currency Value as at 30-06-2010 Value as at 30-06-2009 

in FCY in BDT in FCY in BDT 

Forain S. R. I. Italy 308509010046 EURO - - 238,805 24,035,723 

Eagle Power Ltd. England 308509010515 POUND - - 23,969 2,796,703 

Siemex Power Generation Company N/A BDT - - - 1,970,000 

Quantum Builders & Engineering Ltd. N/A BDT - - - 7,904,335 

Technic Construction Company N/A BDT - - - 2,204,296 

Ningbo Demy (D&M) Bearing Co. Ltd., China 308510010470 USD 54,238 3,770,897 - - 

Total 54,238 3,770,897 262,774 38,911,057 

27.00 Remittance of Foreign Currency: Tk. 570,078,001 

Name of beneficiary 

Value as at 30-06-2010 Value as at 30-06-2009 

L/C Number Currency 

in FCY in BDT in FCY in BDT 

Capital Equipment 175208010128 USD - - 4,000,000 277,680,000 

Capital Equipment 235908010338 USD - - 208,800 14,494,896 



Capital Equipment 235908010341 EURO - - 25,980 2,614,887 


Capital Equipment 308509010021 USD - - 2,580,000 179,103,600 

Capital Equipment 308509010047 EURO - - 27,132 2,730,836 









Capital Equipment 308509010046 EURO 238,805 23,915,700 - - 

Capital Equipment 308509010515 POUND 23,969 2,790,471 - - 

Capital Equipment 308509010021 USD 2,642,068 183,743,015 - - 

Capital Equipment 308509010080 USD 4,644,000 323,315,280 4,644,000 322,386,480 

Capital Equipment 308509010109 USD 516,000 35,965,200 516,000 35,820,720 

Spare Parts 308510010283 USD 5,000 348,335 - - 

Total 8,069,842 570,078,001 13,961,542 970,868,920 

28.00 Value of Imports Calculated on CIF Basis: 30-06-2010 30-06-2009 

Taka Taka 

Spare Parts (includes inventory) 348,335 - 

29.00 Related Party Transactions: 

A. During the year, the Company carried out a number of transactions with related party in the normal course of business. 

The names of the related parties and nature of these transactions have been set out in accordance with the provisions 

of BAS 24: Related Party Disclosures. 

Transaction with key management personnel: 

30-06-2010 30-06-2009 

Taka Taka 

Employee Benefits 10,234,600 8,175,000 

Total 10,234,600 8,175,000 

Key management personnel includes Chairman, Managing Director, Directors, Director-Technical, Company Secretary and Plant Manager.



B. Other Related Party Transactions: 

30.00 Capacity 

Name of the 

Related Party 


Nature of 

Relationship 

Nature of 

Transaction 

Owned by key 

Short term 

management 

loan 

personnel of BEDL 

Barakatullah 

Barakatullah 

Electro 

Electro 

Dynamics 

Dynamics 

Limited 

Limited 83 


Transactions during the year Receivables/Payables 

30-06-2010 30-06-2009 30-06-2010 30-06-2009 

Taka Taka Taka Taka 

8,115,000 3,572,535 - - 

Name of Plant 

Installed Plant factor Energy 

Licensed 

Energy Sold 

Capacity (% on Licensed Capacity) Generation 

Capacity (MW) 

(MwH) 

(MW) Average Maximum (MwH) 

Fenchugonj, Sylhet 51.00 55.14 79.94 98.97 275,894.77 264,199.43 

31.00 Disclosure as per Requirement of Schedule XI, Part II of Companies Act, 1994 

a. Disclosure as per Requirement of Schedule XI, Part II Para 4: 

Payment to Directors during the year ended 30 June 2010 

Name Designation Period Amount in Taka Remarks 

Mr. Faisal Ahmed Chowdhury Chairman July’09 to June ‘10 1,980,000 Remuneration 

Mr. Gulam Rabbani Chowdhury Managing Director July’09 to June ‘10 1,980,000 Remuneration 

Mr. Md. Ahsanul Kabir Vice-Chairman July’09 to June ‘10 990,000 Remuneration 

Mr. Fahim Ahmed Chowdhury Director July’09 to June ‘10 967,500 Remuneration 

Mr. Nayem Ahmed Chowdhury Director July’09 to Oct. ‘09 330,000 Remuneration 

Mr. Alimus Sadat Chowdhury Director Dec. ‘09 to June ‘10 140,000 Remuneration 

Mr. Md. Monsur Alam Chowdhury Director July’09 to Nov. ‘09 348,000 Remuneration 

Total 6,735,500 

32.00 General Disclosures: 

32.01 Number of regular employees receiving remuneration of Tk 36,000 or above per annum was 80 (eighty) 

as at 30 June 2010 and was 50 as at 30 June 2009 as disclosure required by the Schedule XI, Part II, note 5 of 

para 3 of Companies Act, 1994. 

32.02 Comparative figures have been rearranged wherever considered necessary to conform to the current year’s 

presentation. 

33.00 Events after the Balance Sheet Date: 

a. Introduction of Employees’ Benefit Scheme: 

Provident Fund: 

The board of directors of the company have been decided to introduce a Contributory Provident Fund with 

effect from 01 July, 2010 for all of it’s permanent employees, which is a defined contribution plan. The 

fund is governed by the Board of Trustee and funded by contribution of employee @ 10% of the basic pay 

and equal contribution is funded by the employer also. These contributions are invested separately from the 

company’s business. Management is hopeful for getting recognition from the National Board of Revenue 

(NBR). 

Gratuity Fund: 

The board of directors of the company also decided to introduce an unfunded gratuity scheme which is 

defined benefit scheme. A provision in respect of this made periodically covering all permanent employees by 

applying period of employment to latest basic salary. 

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PROSPECTUS 

Selected Ratios 


Auditors’ Certificate regarding calculation of EPS & Ratios 

We have examined the following earnings per share (EPS) and other ratios of Barakatullah Electro Dynamics Limited as on 30 June 

2010, 2009 and 2008 & for the year ended 30 June 2010, 2009 and 2008, which have been produced by the management of the 

company to us. The preparation of the EPS and other ratios is the responsibility of the company’s management. Our responsibility 

is to review them and certify as to whether they have been properly prepared using acceptable principles on the basis of audited 

financial statements for the year ended 30 June 2010, 2009 and 2008. 

Based on our review, we certify that the company has properly prepared the following EPS and other ratios using acceptable 

principles on the basis of audited financial statements for the year ended 30 June 2010, 2009 and 2008. 

Name of ratio Formula 

A. Liquidity ratios 

1 Current Ratio 

2 Quick Ratio 

3 

Time Interest Earned 

Ratio (Times) 

4 Debt to Equity Ratio 

B. operating ratios 

1 

2 

3 

Accounts Receivable 

Turnover Ratio 

(Times) 

Inventory Turnover 

Ratio (Times) 

Assets Turnover 

Ratio (Times) 

c. Profitability Ratios 

1 Gross Margin Ratio 

2 

Operating Income 

Ratio 

3 Net Income Ratio 

4 

5 

Return on Assets 

Ratio 

Return on Equity 

Ratio 


2010 2009 2008 

calculation result % calculation result % calculation result % 


Current Liability 

236,129,292 

0.88 

268,586,007 

115,342,168 

722,794,808 0.16 

136,609,083 

6,388,173 

Current Assets - 

Inventory 

Current Liability 

227,606,686 

0.85 

268,586,007 

115,342,168 

722,794,808 

0.16 

136,609,083 

6,388,173 

Operating Income 218,674,922 

1.96 N/A - N/A - 

Interest expenses 111,763,872 

Total Debt 1,401,515,149 

854,867,910 

Total stockholder’s 

equity 

2.00 

702,053,354 524,635,936 1.63 

N/A - 

Gross Turnover 269,189,560 

Receivables 134,578,553 

2.00 N/A - N/A - 

Cost of goods sold 245,353,077 

28.79 N/A - N/A - 

Inventory 8,522,606 

Gross Turnover 269,189,560 

0.12 N/A - N/A - 

Total Assets 2,192,104,003 

Grass Profit 269,189,560 0.52 N/A - N/A - 

Gross Revenue 514,542,637 

Operating Profit 218,674,922 

Total Operating 

Revenue 

514,542,637 

Profit After Tax 102,053,354 

Total Operating 

Revenue 

514,542,637 


Total Assets 2,192,104,003 


Share Holders Equity 702,053,354 

0.42 N/A - N/A - 

0.20 N/A - N/A - 

0.05 N/A - N/A - 

0.15 N/A - N/A - 


6 

Earnings Per Share 

(EPS) (Tk.) 

Weighted Average 

No. of Shares 

Outstanding 

57,944,444 

1.76* N/A - N/A - 

* Denomination of Face Value of Share from Tk 1,000 to Tk 100 

30-Nov-08 

Denomination of Face Value of Share from Tk 100 to Tk 10 

30-Dec-09 

Dated, Dhaka 

02 December 2010 

21.38 

21.38 

Sd/- 


Chartered Accountants.




Auditors’ Report under section 135(1) and paragraph 24(1) of Part -II of Third Schedule of the 

Companies Act, 1994, For the periods from 26 June 2007 to 30 June 2010 

We have examined the financial statements of Barakatullah Electro Dynamics Limited for the years ended 30 June 

2008 , 2009 and 2010 . In pursuance of Section 135(1) under Paragraph 24(1) of Part -II of Third Schedule of the 

Companies Act 1994, our report is as under- 

A. Statement of Assets and Liabilities: Amount in Taka 

As At 

30.06.2010 30.06.2009 30.06.2008 

ASSETS 


Property, Plant & Equipment 1,914,078,657 33,623,688 16,192,741 

Preliminary Expenses - 532,600 532,600 

Intangible Assets 34,667 - - 

Pre-Operating Expenses 41,861,387 33,276,023 13,343,378 

Capital Work-in-Progress - 1,787,436,095 3,540,248 

Total Non-Current Assets 1,955,974,711 1,854,868,406 33,608,967 


Inventories 8,522,606 - - 

Accounts Receivables 134,578,553 - - 

Advances, Deposits & Pre-payments 81,501,256 47,389,549 1,625,000 

Cash & Bank Balances 11,526,877 67,952,619 134,984,083 

Total Current Assets 236,129,292 115,342,168 136,609,083 

TOTAL ASSETS 2,192,104,003 1,970,210,574 170,218,050 



Share Capital 600,000,000 350,000,000 15,000,000 

Share Money Deposit - 174,635,936 148,829,877 

Retained Earnings 102,053,354 - - 

Total Shareholders’ Equity 702,053,354 524,635,936 163,829,877 


Term Loan-Long Term Portion 1,221,464,642 722,779,830 - 

Total Non-Current Liabilities 1,221,464,642 722,779,830 - 


Term Loan-Short Term Portion 180,050,507 132,088,080 - 

Short Term Loan - - 3,572,535 

Deferred Liabilities for Plant & Equipment - 541,800,000 - 

Liability for Expenses 14,485,254 48,906,728 2,815,638 

Accounts Payable 74,050,246 - - 

Total Current Liabilities 268,586,007 722,794,808 6,388,173 

TOTAL EQUITY & LIABILITIES 2,192,104,003 1,970,210,574 170,218,050 

Dated, Dhaka Sd/- 

October 3, 2010 HAQUE SHAHALAM MANSUR & CO. 

Chartered Accountants. 

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PROSPECTUS 

B. Statement of Operating Results: Amount in Taka 

For the year ended 

30.06.2010 30.06.2009 30.06.2008 

Revenue 514,542,637 - - 

Cost of Sales (245,353,077) - - 

Gross Profit 269,189,560 - - 

General & Administrative Expenses (50,514,638) - - 

Operating Profit 218,674,922 - - 

Financial Income 724,753 - - 

219,399,675 - - 

Financial Expenses (111,763,872) - - 

Profit before Tax 107,635,803 - - 

Provision for Tax (5,582,449) - - 

Profit for the year 102,053,354 - - 

C. Cash Flow Statement Amount in Taka 


30.06.2010 30.06.2009 30.06.2008 

Cash Flow from Operating Activities: 

Cash Receipts from Customer 379,964,084 - - 

Cash paid to Suppliers (223,600,969) - - 

Financial Expenses (111,039,119) - - 

Net Cash Flow Used in Operating Activities 45,323,996 - - 

Cash Flow from Investing Activities: 

Acquisition of Fixed Assets (1,923,025,887) (17,430,947) (16,192,741) 

Disposal of Property, Plant & Equipment 364,160 - - 

Capital Work-in-Progress 1,787,436,095 (1,740,024,527) (3,540,248) 

Preliminary Expenses - - (532,600) 

Advances, Deposits & Pre-payments (36,163,004) (45,764,549) (1,625,000) 

Investment in Pre-Operating Expenses (10,532,405) (17,712,875) (10,527,740) 

Intangible Assets (40,000) - - 

Net Cash Used in Investing Activities (181,961,041) (1,820,932,898) (32,418,329) 

Cash Flow from Financing Activities: 

Share Capital 250,000,000 335,000,000 15,000,000 

Share Money Deposit (174,635,936) 25,806,059 148,829,877 

Term Loan 498,684,812 854,867,910 - 

Short Term Loan 47,962,427 (3,572,535) 3,572,535 

Payment of Deferred Liabilities for Plant & Equipment (541,800,000) 541,800,000 - 

Net Cash Generated from Financing Activities 80,211,303 1,753,901,434 167,402,412 

Net Cash Inflow/(Outflow) for the year (56,425,742) (67,031,464) 134,984,083 

Opening Cash & Bank Balances 67,952,619 134,984,083 - 

Closing Cash & Bank Balances 11,526,877 67,952,619 134,984,083 



Chartered Accountants.

D. Dividend: 

The Company’s data relating to dividend is as under: 




30.06.2010 30.06.2009 30.06.2008 

Cash Dividend - % Nil Nil Nil 

Stock Dividend (Bonus shares) - % 10 (Proposed) Nil Nil 

The company has started its commercial operation from 24 October 2009. So that the company did not declared any 

dividend for the year ended 30 June 2008 & 30 June 2009. 

E. The company was incorporated on 26 June 2007 as Private Limited Company. On 25 September 2008, The company 

registered itself as a Public Limited Company under the Companies Act, 1994. The share of the company is 

denominated from Tk. 1,000 to Tk. 100 at 30 November 2008 and from Tk. 100 Tk. 10 at 30 December 2009; 

F. The Statement of Assets and Liabilities (Balance Sheet) as at 30 June 2010, 2009 and 2008 of the Company has been 

duly certified by us; 

G. We also certify the Statement of Operating Results (Income Statement) for the years ended 30 June 2010, 2009 and 

2008 of the Company; 

H. The Cash Flow Statement for the years ended 30 June 2010, 2009 and 2008 of the Company are enclosed and certified 

by us; 

I. The Company has no subsidiaries; 

K. No proceeds or part of proceeds of the issue of shares were applied directly or indirectly by the company in the 

purchase of any other business; 

L. The Company did not prepare any financial statements for any period subsequent to 30 June 2010; and 

M. Figures related to previous years have been rearranged wherever considered necessary. 



Chartered Accountants. 

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CRAB Ratings Corporate 

CREDIT RATING 


Lighting Bangladesh, We Promise...


CREDIT RATING REPORT 


Long Term Rating: AA 2 

Date of Rating : 06 September 2010 

Validity : 31 December 2011 

Analysts: 

01. RATIONALE 

Md. Abdullah Omar 

Financial Analyst 

omar@crab.com.bd 

Niaz Ahmed 

Financial Analyst 

niaz@crab.com.bd 

Credit Rating Agency of Bangladesh (CRAB) 

Limited has assigned AA 2 (Pronounced as Double 

A Two) rating in the Long Term to the 51 MW 

gas based power project of Barakatullah Electro 

Dynamics Limited (hereinafter referred to as BEDL 

or the Company). 

Corporate entities rated AA 2 in the long term 

belong to ‘Very Strong Capacity’ cohort. These 

Companies are judged to be of very high quality 

to meet financial commitments and are subject to 

very low credit risk. 

In CRAB’s view, power shortage in Bangladesh has 

made the sector highly attractive for investment. 

Power sector investment offers the lenders very 

low business risks compared to corporate entities. 

Highly supportive authority offers implied sovereign 

support to ensure reliability of gas supply and 

regulatory framework allows full cost recovery. 

Large well protected service area and support for 

the electric transmission system outweigh user 

considerations. Competition is absent in the sector 

and monopoly or oligopoly is contained by contract 

with public sector entities and regulatory authority. 

Regulatory framework is designed fundamentally 

to achieve balance between supply reliability and 

service, efficiency, price and financial returns to 

the project undertaker. 

Electricity is wholly sold under 15 years contract to 

creditworthy counter party BPDB (a government 

owned company), which assumes all risk of 

fluctuation in the market prices of fuel and 

electricity resulting in lowest business risks. 

Under Rental Power Agreement, the power 

company receives a capacity charge, which covers 

the portion of the fixed costs in relation to the 

power availability. These fixed payments cover 

partial debt service and are made irrespective of 

electricity generation or not. In addition, energy 

charge is received for energy generation to cover 

the partial debt and variable costs of the project. 

The rating accounts for the risk management 

pass through capability, price considerations, 

excess reserve capacity of the plant, risk-sharing 

arrangements and default provisions embedded in 

the 15 year term supply contract. 

Bangladesh has adopted an “ex-ante” approach, 

under which the tariff structure is set in advance. 

In spite of moderate leverage, the rating draws 

comfort for the predictable revenue stream of the 

project, zero level of demand and product risk, 

inflation adjusted pricing mechanism and 15 year 

contracted period vis a vis 9 years of debt maturity. 

The debt holders’ interests are protected for longer 

term of contracted period. However, the project 

may exposed to operating and maintenance risk to 

some extent in spite of reserve capacity margin of 

8.11%. The rating is constrained to this operating 

risk as most of the overhauling except major one 

would be done by local qualified engineers and 

technicians. 

The set up cost of the 51 MW power plant was BDT 

2,050 million (debt/equity ratio of 71:29). Delayed 

by 9 months from anticipated timeframe, the 

Company managed to start commercial operation 

in 24 October 2009. Therefore, the Company was 

exposed to liquidated damages but got waiver 

from the concerned authority (BPDB). 

The debt redemption schedule indicates that 

in 2011 there will be a bullet payment of BDT 

200 million in addition to quarterly installment 

payments. As such, the cash flow may squeeze 

due to this bullet payment. However, the rating 

remains comfortable owing to the proposed initial 

public offering. Delay in public offering could be a 

negative trigger for the rating. 

PROSPECTUS 

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02. COMPANY PROFILE & BUSINESS OVERVIEW 

Barakatullah Electro Dynamics Limited is the first private sector power generating company developed 

by a group of NRB investors and local entrepreneurs of Bangladesh which was incorporated on 26 June 

2007 as a Private Limited Company. The Company was converted into a public limited company on 

25 September 2008 under the Companies Act 1994. Its registered office is at 102 Azadi, Mirboxtola, 

Sylhet-3100, corporate office at 6/A/1 (2 nd Floor), Segunbagicha, Ramna, Dhaka - 1000 and power 

plant at Fenchuganj, Sylhet. 

BEDL along with foreign partner STFE Co. Ltd. from Thailand bid a tender for 50 MW (±10%) power 

plant initiated by Bangladesh Power Development Board (BPDB). They won the bid for implementing, 

generating, and supplying electricity to national grid with contracted capacity of 51 MW and operating 

it on Build-Own-Operate (BOO) basis for a period of 15 years. It signed an agreement with BPDB for 

supply of electricity on rental basis on 28 April 2008. The plant was successfully commissioned on 10 

October 2009 and started commercial operation from 24 October 2009. The major milestones of the 

Company are presented below: 

Exhibit 01: Major milestones of the Company 

26 June, 2007 Incorporation of the Company 

15 August, 2007 Consortium agreement with STFE Co. Ltd., Thailand 

21 January, 2008 Notification of award issued by BPDB 

28 April, 2008 Signing of project agreement 

22 June, 2008 

Gas supply agreement with Jalalabad Gas Transmission and 

Distribution System Ltd. (JGTDSL) 

12 August, 2008 Gen-set supply contract 

25 September, 2008 Conversion from private to public limited company 

29 September, 2008 Sub station equipment supply contract 

24 November, 2008 Gas RMS supply contract 

22 January, 2009 Signing syndicated term loan facility 

03 March, 2009 Gen-set arrival at site 

07 September, 2009 Interconnection facility 

10 October, 2009 Commissioning started 

24 October, 2009 Commercial operation started 

03 April, 2010 Formal Inauguration by Honorable Prime Minister 

01 September, 2010 

Got ISO 9001:2008 certification from Moody International for 

quality management system 

The overall plant area of the Company is 6 acres where power house area is 3,5931.50 sqft. Government 

owned 90 MW and 105 MW power plants already exist near the project site. All required facilities like- 

national grid line, gas transmission centre and river etc are available at the site. The plant is comprised 

of 19 units of generator sets from the world renowned gas fuelled reciprocating engine manufacturer GE 

Jenbacher, Austria and the sponsors procured all other auxiliary equipments from reliable sources. Total 

installed capacity of the plant is 55.138 MW where contracted capacity is 51 MW of electricity. Because 

of safety, the project has 8.11% of reserve margin to ensure the contracted capacity output. Following 

table shows an overview of the plant: 

Installed 

Capacity 

55.138 MW 

Engine type Unit 

Reciprocating 

engine 



Exhibit 02: An overview of the plant 

Each unit 

capacity 

19 2.902 MW 

Engine 

model 

JGS 620 

GS-N.L 

Engine 

manufacturer 

GE Jenbacher 

Engine 

supplier 

Orion Energy 

Systems Ltd. 

Fuel 

Natural 

gas


03. INDUSTRY OVERVIEW 

The power supply situation in the country has aggravated. The acute power shortage continues to hit 

the country hard with no sign of an immediate respite from load shedding that hovered around 1,000- 

1,500 MW during the peak. Average power generation during May and June 2010 was 4,072.24 MW and 

4,076.27 MW. The power production in 30 June 2010 was 3,775.50 MW during evening (3593 MW during 

morning) against the forecast demand of 5,000 MW (shortage of 1,224.50 MW), due to shut down of 

few power plants, shortages of gas, maintenance and under capacity to meet the demand. Sometimes 

major debacle in power supply occurred due to system loss, sudden shut down of production units 

having worn out machinery. The load shedding not only causes loss of work hours but also causes 

damage to the production systems of the industries and electrical home appliances. 

Present Power Situation 

The installed generation capacity of Bangladesh was about 5,719 MW (Hydro: 4.19%, Steam Turbine: 

48.03%, Gas Turbine: 18.15%, Combined Cycle: 24.74%, Diesel: 4.89% as on June 2009) from a 

meager 88 MW in 1960. Electricity generation grew at about 7% p. a. during last fifteen years compared 

with average annual GDP growth rate of about 5.5%. The maximum generation in FY 2009 was 4,162 

MW against the forecast demand of 6,066 MW as per updated Power System Master Plan (PSMP- 

2006). The net energy generated during FY 2009 total including Independent Power Producer (IPP) but 

excluding energy purchased by REB from private generation was about 25,622 Giga Watt hour (GWh). 

The per capita electricity generation of Bangladesh is 183.74 kWh in FY2008-09 which is still among the 

lowest in the world. About 47% of the population has access to electricity which is also low compared to 

many developing countries. This implies that there is a scope for significant growth in power sector. 

Exhibit 03: Energy Generation 

Power Generation Pattern (FY 2009) Year wise total Gross Energy Generation 

In the east zone, electricity generation was mainly done by indigenous gas based power plants and a 

small percentage from hydro power plant. In the west zone, imported liquid fuel, domestic coal, and 

natural gas were used for generation of electricity. Low cost electricity generated in the east zone, 

was also transferred to the west zone through 230 kV East-West Inter-connector (EWI). The energy 

transferred through EWI at the Ghorasal and Ashuganj end in FY2009 was 2548.99 GWh. The average 

fuel cost per unit generation of thermal power plants in the east and west zone under BPDB was BDT 

0.82/kWh and BDT 3.87/kWh respectively. 

Government is committed for providing affordable and reliable electricity to all citizens by 2020 for 

economic and social development. As per election manifesto of the present government, electricity 

generation in the country would be 7,000 MW by the year 2013, 8,000 MW by 2015 and 20,000 MW 

by the year 2021. Meanwhile, the government has declared its vision for power sector to make the 

country free from load shedding beyond 2011 and to make electricity available for all by the year 2020. 

In order to fulfill the vision, additional 9,000 MW electricity will be required to be produced within next 

5 years under short, medium and long term out of which 5,400 MW would be produced under private 

PROSPECTUS 

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sector. Adequate transmission and distribution facilities would also be developed to get access to this 

electricity. Estimated total investment US$ of 9.5 billion would be required all together for generation, 

transmission and distribution of power. In fact power sector reforms started in late 70’s through the 

creation of REB. However as part of reform programs, following activities have been done so far. 

Policies: 

� National Energy Policy (NEP) in 1996 

� Private Sector Power Generation Policy in 1996 

� Policy Guidelines for Small Power Plants in Private Sector in 1998 

� Vision Statement and Policy Statement on Power Sector Reforms in June 2000 

� Energy Regulatory Commission Act 2003 

Sector Restructuring: 

� Creation of PGCB & DESCO in 1996 

� Corparatization of Ashugonj Power Station in 2002 

� Creation of West Zone Power Distribution Company (WZPDC) in 2003 

� Energy Regulatory Commission Starts functioning in 2004 

� Approval to convert BPDB into a Holding Company in January 2004 

Private Power Generation 

Power sector is a capital-intensive industry that requires huge investment. Competing demands on 

government resources and declining levels of external assistance from multilateral/bilateral donor 

agencies further constrained the potential for public investment in the power sector. Recognizing these 

trends, GOB amended its industrial policy to enable private investment in the power sector and Private 

Sector Power Generation Policy was framed in 1996 for promoting private sector participation in the 

generation of electricity. 

Power Cell, created under Power Division of Ministry of Power, Energy & Mineral Resources, got the 

mandate to lead private power development. The Government is committed to attract private investment 

for installing new power generation capacity on build-own-operate (BOO) basis. A number of fiscal 

incentives are provided in the Policy for the private power companies. Under the Private Sector Power 

Generation Policy, number of power plants have been established and under operation and most of 

which was established during the year 1999-2002. 

Fuel Supply 

Presently, natural gas is the only significant source of commercial energy in Bangladesh. While sustained 

energy supply is a prerequisite for economic development, current information indicates that the 

existing gas reserves will be able to meet the gas demand (at 7% per annum) up to 2016 though with 

the present production capacity it can not meet the existing demand. As such there exists a demand 

and supply gap. The demand would reach to 5.6 billion cubic feet by 2025. As the current reserves 

(12 trillion cubic feet) would be unable to meet the increasing demand, there will be a requirement of 

investments of over $ 9 billion for exploration, development and transmission network expansion by 

2025. The current average daily gas production is about 1970 MMCF against actual demand of 2200 

MMCF resulting deficit of around 230 MMCF per day. About 3.3 billion tons of coal reserves comprising 

5 deposits at depths of 118-1158 meters have been discovered so far. Out of which 4 deposits (118- 

509 meters) are extractable at present while one deposit may not be viable for extraction by present 

day’s technology due to greater depth (640-1158 meters). Only one deposit (Barapukuria) has been 

developed and coal is being extracted mainly for one thermal power plant. 

Power System Reliability 

In Bangladesh today, the power system is unreliable. Often, not enough generation is available to serve 

demand. BPDB sheds load by disconnecting distribution circuits on a rotating basis throughout the 

country. It is clear that more generation must be built to supply customer demand. 

A key question is how much generation is enough to supply customer demand with appropriate 

reliability. In the demand forecast, we ignore the need for operating reserves and the chance that some 

of the installed generation would not be available due to scheduled (planned) or unscheduled (forced) 

maintenance outages. These outages keep any individual unit out of service from 10-25%, or more, 

of the time. Thus, the power system needs substantially more than projected demand to meet actual 




demand. Units experience random forced outages at rates of 10-15% of the time. Typically, power 

system operators do not schedule outages during times when peak demand is likely to occur. Thus, the 

forced outages become the dominant factor. 

However, there is very small chance that all units will be out of service at the time of peak demand, 

leaving the system unable to meet all demand. No matter how many units are installed, there will 

always be some chance that enough units will be forced out of service that the system is unable to meet 

all demand. As more units are added, the chance of this occurring becomes very small, but they are 

never zero. As such actual installed capacity should be higher than the projected demand. 

04. BOARD COMPOSITION 

The Company comprises of 137 shareholders but the Board of Directors comprises of 19 members all 

from different tracks. The authorized share capital of the Company is BDT 1,000.00 million divided into 

100 million ordinary shares of BDT 10 each and the paid up capital is BDT 600.00 million divided into 

60 million ordinary shares of BDT 10 each. The present shareholdings pattern of the Company is as 

follows: 

Exhibit 04: Shareholding Structure 

Name of Shareholders Designation No. of shares % of Holdings 

Mr. Faisal Ahmed Chowdhury Chairman 1,625,000 2.71 

Mr. Md. Ahsanul Kabir Vice-Chairman 1,950,000 3.25 

Mr. Abdul Bari Vice-Chairman 707,720 1.18 

Mr. Gulam Rabbani Chowdhury Managing Director 1,625,000 2.71 

Mr. Nayem Ahmed Chowdhury Director 712,500 1.19 

Mr. Fahim Ahmed Chowdhury Director 532,340 0.89 

Mr. Robin Chowdhury Director 5,749,300 9.58 

Mr. Nanu Kazi Mohammed Miah Director 1,223,720 2.04 

Mr. Md. Shirajul Islam Director 1,057,720 1.76 

Mr. Mohammed Abdul Ahad Director 607,720 1.01 

Mr. Kazi Mohammed Angur Miah Director 1,057,720 1.76 

Mr. Abdul Mumin Director 967,150 1.61 

Mr. Nasim Ahmed Chowdhury Director 835,570 1.39 

Mr. Manzur Ashraf Khan Director 246,000 0.41 

Mr. Alimus Sadat Chowdhury Director 162,500 0.27 

Mr. Afzal Rashid Chowdhury Director 418,290 0.7 

Mr. Monsur Alam Chowdhury Director 318,370 0.53 

Mr. Yeahyea Murad Khan Director 308,340 0.51 

Mrs. Ubaydia Chowdhury Director 557,720 0.93 

Others Shareholders 39,337,320 65.56 

Total 60,000,000 100% 

Mr. Faisal Ahmed Chowdhury is the Chairman of BEDL who possesses 20 years of successful leadership 

in business. In 1996 he settled in England. He worked for several British companies and after that 

started his own business in London by founding Apex Printing and Publishing Ltd. Later, he established 

another printing wing in the name of Imprint Trading Ltd. He is an Executive Member of Bangladesh Red 

Crescent Society, Sylhet Unit and Mujib-Jahan Blood Bank. He is currently acting as Chairman of Royal 

Homes- a large real estate company in Bangladesh. 

Mr. Md. Ahsanul Kabir is the Vice-Chairman of BEDL having 24 years of business experience. He started 

his career with own proprietorship business in civil planning & construction. He is also the proprietor of 

Ahsan Trading Center and Architect & Builders Ltd. 

PROSPECTUS 

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Mr. Abdul Bari is the Vice-Chairman of BEDL having 40 years of business experience. He started his 

business career in tourism sector in the early 70’s. Later, he started garments business and also invested 

in some other potential projects such as Sylhet Shishu Park Ltd. and Sylhet Women’s Medical College & 

Hospital. He also has a UK based restaurant business on partnership. 

Mr. Gulam Rabbani Chowdhury is the Managing Director of BEDL, Alim Industries Ltd., Royal Homes Ltd. 

and also Director of Sylhet Chamber of Commerce & Industries. He has 24 years of work experience 

in industrial sector such as tea processing machinery, electric generator assembling, textile machinery 

& agro-machinery production, research, development, quality improvement, field demonstration and 

marketing domestic & overseas. 

05. MANAGEMENT EVALUATION & CORPORATE GOVERNANCE 

5.1 Management Overview 

The overall management of the Company is vested with its Board of Directors, who formulates the 

policies and strategies for the business. Moreover, the Managing director is the Chief Executive to 

dictate and supervise the overall functions and day to day operational performance of the Company. 

However, for uninterrupted operational speed of the Company, the MD seeks advice, valued comments 

and guidance from the Director. In addition, a team of skilled professionals is working in the Company 

for advice and consultancy services for smooth operation. The overall management is separated into 

corporate office and plant office comprising different departments. Top executives of the Company 

are experienced in their own field and most of them serve the group for a long time. As the 

sponsors are directly involved with the Company management, their personal credit history and 

net worth play an important role in determining the Company’s credit quality. 

5.2 Human Resources 

Presently the Company has 84 employees working in Dhaka office, registered office at Sylhet and 

plant site. There are 49 skilled employees and 35 unskilled workforces. Officers are recruited by 

top management through internal recruitment process based on education, skills, experiences etc. 

Workers are recruited locally by the Plant Manager of the plant with necessary approval by top 

management. 

5.3 External Audit 

The accounts are audited by Haque, Shahalam, Mansur & Co., Chartered Accountants for the period 

under analysis. The financial year of the Company ended at 30th June. The financial statements have 

been prepared in line with accounting policies following Bangladesh Accounting Standards (BAS) 

based on accrual basis following going concern assumption. The audit report provides adequate 

disclosures of the financial statements. 

06. OPERATIONAL REVIEW 

6.1 Contracts & Agreements 

Power Purchase Agreement: BEDL signed power supply agreement on rental basis with BPDB 

on 28 April 2008 for a term of 15 years to provide 51 MW net electrical power and operating it on 

Build-Own-Operate (BOO) basis. 

Gas Supply Agreement (GSA): BEDL signed gas supply agreement with Jalalabad Gas Transmission 

and Distribution System Ltd (JGTDSL) on 22 June 2008 for a term of 15 years to supply gas in 

required quantity and specifications throughout the agreement period. Under the contract, the 

Maximum Hourly Gas Usage (MHGU) shall be 13,500 Standard Cubic Meter (Sm 3 ) per hour, 

the Maximum Daily Gas Usage (MDGU) shall be 324,000 Sm 3 per day, the Maximum Monthly 

Gas Usage (MMGU) shall be 7,776,000 Sm 3 per month and the Annual Contract Gas Usage 

(ACGU) during a Contract Year shall be 74,503,800 Sm 3 per annum commencing on the initial 

delivery date. 




Supply contract & Spare Parts Contract: 

BEDL has entered into a supply contract with Orient Energy Systems Ltd., local authorized distributor 

of GE Jenbacher GmbH & Co on 12 August 2008 for delivery of 19 units JGS 620 GS-N.L model 

gas engines. It has also signed spare parts contract with GE Jenbacher GmbH & Co for supply of 

all necessary spare parts for a period of 15 years with 1 year warranty period from the date of 

delivery. 

Sub-Station Contract: 

The contract for setting up electric sub-station signed with Simex Power Generation Ltd for 

supply, installation, testing & commissioning of 11/132KV sub-station equipment including power 

transformer 132KV switchyard equipment, 132KV protection panel, 11KV switchgear, LV switchgear, 

132KV cable, 11KV cable with termination etc. 

Engineering, Procurement and Construction (EPC) Contract: 

For erection and installation of the plant, BEDL engaged local firms to do the task as per plant 

layout design provided by GE Jenbacher GmbH & Co. BEDL has appointed suitable EPC contractor 

after negotiating with a number of local firms namely Energy Pac Engineering Ltd., Simex Power 

Generation Ltd. etc. in this regard. Moreover, the plant was installed by the EPC contractor 

under top supervision of GE Jenbacher GmbH representative at the project site. GE Jenbacher 

GmbH will also be responsible for testing and commissioning of the plant. 

Operation & Maintenance (0&M) Contract: 

The plant is being operated and maintained by BEDL. For 0&M of the plant, BEDL has appointed 

local qualified engineers and technicians who have experience to work in the power plants. During 

major overhaul, BEDL will engage GE Jenbacher GmbH & Co. for providing the overhaul services. 

Besides, STFE Co. Ltd., Thailand, one of the shareholders of BEDL, will also oversee operational and 

maintenance aspects of the power plant. STFE Co. Ltd., has experiences in the field of engineering, 

design, consultancy and turnkey solution of power generation projects in Thailand. 

6.2 Raw Materials 

The major raw material of the project Company is natural gas, which is supplied by Jalalabad Gas 

Transmission and Distribution System Limited (a company of Petrobangla). The Company has 

entered into Gas Supply Agreement (GSA) which specifies the sale of all times all project Company’s 

requirements for gas for the facility during the term hereof to meet start-up, commissioning and 

operation of the facility. Again, lube oil is needed for operating machines. Total monthly average 

consumption of lube oil is 10,422 liters at BDT 215 per liter. 

For smooth operation and avoidance of any future conflicts, the agreement specifies the maximum 

quantity (daily, monthly and/or annually) of fuel with defined minimum and/or maximum quality 

specifications, with an agreed date and agreed term. The fuel quality specification is already in the 

agreement, which satisfy the fuel quality requirements related to the equipment manufacturer’s 

warranties. The key features of the GSA are given at Annexure-A in this report. 

6.3 Technology 

The Company has an infrastructure with most sophisticated state-of-the-art machinery and 

equipments. The production facilities are based on currently available technology. The Company 

has been equipped with both imported and local machinery. Imported machinery includes gas 

generator, gas pipe, gas chromatograph, 132 KV CT, transformer, surge suppressors, lighting 

arrestor etc from world renowned suppliers like GE Jenbacher, Symtec, Siemex in Austria, Germany, 

China etc. 

PROSPECTUS 

95 

��

96 

�� 


6.4 Cost Structure 

Cost of sales includes gas consumption which constituted to nearly 47% and lube oil consumption 

to 5% of total cost in FY 2009-10. Other expenses includes grease expense, cool net water, spare 

parts consumption, repair & maintenance which were quite low constituted to only 0.26% of total 

cost. 

Salary and Director’s remuneration contributed to 4% of total cost as it doesn’t require maintaining 

large size of human resources. General & administrative expenses contributed to around 6% and 

depreciation & amortization expenses contributed to 11% of total cost. Financial expenses are the 

second large component contributed to 27% of total cost as the operation is running with huge 

bank financing. 

Exhibit 05: Cost Structure FY 2009-10 

07. EVALUATION OF RENTAL POWER AGREEMENT (RPA) 

The Rental Power Agreement was signed on 28 April 2008 between BPDB and BEDL for a term of 15 

years. Whereas BPDB is a public utility engaged in generation, distribution and sale of electric capacity 

and energy in Bangladesh and BEDL desired to set up a gas fired power plant located at Fenchugong 

to provide 51 MW of electric capacity and energy output of the plant to BPDB on rental basis. For this 

purpose, the Company would be responsible for financing, complete design, supply, inspection, testing, 

delivery to the site, erection, testing & commissioning, operation & maintenance including overhauling 

and major overhauling of the plant for the entire term. Spares consumables required for the plant for 

the entire term would be supplied by the Company at its own cost in accordance with the agreement. 

The tariff structure as laid down in the RPA is presented below: 

Exhibit 06: Tariff Structure as per RPA 

�� 

�� 

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RNERP: Reference Non-Escalable Rental Price in BDT/KW/Month 




RERP: Reference Escalable Rental Price in BDT/KW/Month. Adjustment is applicable to the Local Inflation 

Indexation Factor applicable to the Month. Local Inflation Indexation Factor (LIIF) to be calculated by 

dividing the value of the Bangladesh Consumer Price Index as published by the Bangladesh Bank for 

the 1 st month of the quarter by the value of the Bangladesh Consumer Price Index as published by the 

Bangladesh Bank for the month in which the agreement is signed. 

RVOMP: Reference Variable O&M Price in BDT/KWh. Adjustment is applicable to the Local Inflation 

Indexation Factor applicable to the Month. Local Inflation Indexation Factor to be calculated by dividing 

the value of the Bangladesh Consumer Price Index as published by the Bangladesh Bank for the 1 st month 

of the quarter by the value of the Bangladesh Consumer Price Index as published by the Bangladesh 

Bank for the month in which the agreement is signed. 

RFP: Reference Fuel Price in BDT/KWh for each contract year and plant factor. Fuel Price Indexation 

Factor (FPIF) applicable to the billing month and shall be calculated by dividing the price of natural gas 

in BDT per 1000 Scft as declared by GOB prevailing for the billing month by the price of natural gas in 

BDT 73.91 per 1000 Scft. 

The reference tariff is composed of two components i.e. Rental Payment (Capacity Price) for Dependable 

Capacity and Energy Payment for Net Energy Output. Capacity price is made up of two sub components 

i.e. RNERP and RERP. Energy price is made up of two sub components i.e. RVOMP and RFP. If power 

plant could not achieve dependable capacity for any particular billing month due to reasons other than 

the default of the Company, BPDB would pay monthly rental payment. The calculation methodology is 

cited in the followin Exhibit. 

Exhibit 07: Calculation Methodology of Rental and Energy Payment 

Capacity Price = RPNE + RP 

Where, RPNE= RNERP X Dependable Capacity (DC) 

Where, RPE= RERP X Dependable Capacity (DC) X Local Inflation Indexation Factor (LIIF) 

Energy Price (EP) = VOMP + FP 

Where VOMP= RVOMP X Net Energy Output measured in KWh for the billing month X LIIF 

Where FP= RFP X Net Energy Output measured in KWh for the billing month X Fuel Price Indexation Factor (FPIF) 

Note: 

Where, RPNE = Non-Escalable Rental Payment payable in BDT 

RPE = Escalable Rental Payment payable in BDT 

RNERP = Reference Non-Escalable Rental Price in BDT per KW-Month 

RERP = Reference Escalable Rental Price in BDT per KW-Month Agreement 

VOMP = Variable Operation and Maintenance Payment payable in BDT 

RVOMP = Reference Variable Operation and Maintenance Price in BDT-KW 

FP = Fuel Payment payable in BDT 

RFP = Reference Fuel Price in BDT-KW 

It is revealed from the tariff calculation that, the Company would receive rent for dependable capacity 

composed of fixed rental price of BDT 370.60 per kW-month for its dependable capacity and escalable 

rental price of BDT 123.53 per kW-month for its dependable capacity which is adjustable with local 

inflation indexation factor. This capacity payment methodology partially offset the risk arising from 

future inflation. Dependable capacity means at any given time the net amount of capacity of the 

plant expressed in kW, measured at the Delivery Point as determined by the most recent Dependable 

Capacity Test. Contracted Capacity means 51 MW net at Reference Site Conditions at a power factor 

0.85, measured at Delivery point. If the Dependable Capacity is above the Contracted Capacity then 

Dependable Capacity shall be set at the value not exceeding the Contracted Capacity of 51 MW. 

PROSPECTUS 

97 

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98 

�� 


In addition to the capacity price, the Company would receive payment for supplying net energy output 

which will be calculated through adding VOMP and FP. VOMP is the product of Reference Variable O&M 

Price (fixed), Net Energy Output measured in the billing month and Local Inflation Indexation Factor. 

On the other hand, Fuel Price (FP) is the product of Reference Fuel price (fixed), Net Energy Output 

measured in the billing month and Fuel Price Indexation Factor. The both part of the Energy Price (EP) 

partially takes care of the inflation as well as future changes in gas price. 

Tariff structure of the power project is considered favorable considering the rental price (i.e. capacity 

price), which covers the debt service obligation, partial fixed O&M expenses as well as compensation for 

equity investment. Given the 67% debt to capitalization ratio, the aggregated rental payment at 51 MW 

available capacity and energy payment could service the debt obligation and fixed O&M expenses. 

The terms of the RPA serves two important functions. First, BPDB agrees to pay the capacity price of 

the plant irrespective of energy output generation for its dependable capacity. So the Company should 

ensure the level of dependable capacity. BPDB will not pay the capacity price if dependable capacity 

is below 80% of the contracted capacity and such derating has not been rectified within a period of 6 

month from the date of such derating has occurred. At the same time, the Company should also ensure 

the contracted capacity of 51 MW and if dependable capacity falls below the contracted capacity level 

then the Company will pay liquidated damage to the BPDB. The rental payment for 51 MW could not 

service the debt obligation without the energy output price. Second, it defines in reasonable detail the 

rights, responsibilities and obligations of the project Company and the purchasing authority throughout 

the entire term of contract. 

Under the RPA, the Company agrees to make the contracted level of electricity generation capacity 

available to BPDB (subject to a certain amount of annual outage time for maintenance or other outages) 

by an agreed term and the purchaser agrees to pay the agreed tariff for capacity made available to it 

and the net electrical output dispatched to it. The RPA also incorporates the provisions and methodology 

related to the arrangements and mechanics of payments. 

Although there are two parties in RPA, the responsibilities and obligations of each party under this 

umbrella agreement must be consistent and acceptable to all the stakeholders especially the gas 

supplier, EPC and O&M Contractor, and lenders. This broader consensus is important from lenders and 

rating point of view because the lenders should be ensured that the risks assumed by the Company 

under the RPA, which potentially affect its cash flow adversely, be passed through the other project 

agreements to the appropriate parties. 

The RPA includes protections and damages designed to ensure the risks associated with load growth or 

shrinkage and gas price variations to the facility. Other key provisions of RPA include: 

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Tariff adjustment mechanism linked to local inflation 

For delays and poor performance of the Company damages are levied but there is no provision 

of tariff adjustment for the purpose 

Invoicing and Payment procedures as well as metering requirements 

Force Majeure provisions 

Testing and Commissioning procedures 

Termination procedure 

Event of Default from both party and consequences there on 

Dispute resolution 

The RPA incorporates the major risks and its mitigation, which is viewed favorable for the project 

undertaker as well as lenders to the project’s point of view. Salient features of RPA are placed at 

Annexure-B in this report. 

Liquidated Damages (LDs) 

LDs are damage penalties provided by the parties as a genuine pre-estimated of loss for failure to 

perform. LDs are generally payable for failure to (i) achieve certain performance parameters i.e. 

Performance LDs (PLDs) and (ii) meet time bound performance milestones i.e. Delay LDs (DLDs). 

Liquidity Damages of different part is highlighted below: 




Project Agreement Profile of LDs 

RPA 

GSA 

• Delay in Commercial Operation: 

The project company shall pay BPDB a sum equal to BDT 

14,000 per MW per day or fraction thereof within 14 days after 

Commercial operation Date (COD). 

• Contracted Capacity: 

If the company fails to maintain contracted capacity 

(dependable capacity is less than contracted capacity) i.e. 

51 MW then the Company has to pay one time as liquidated 

damages to BPDB an amount equal to BDT 70,000 per KW 

within 7 days after COD. 

• Forced Outages and Maintenance Outages: 

If sum of (a) equivalent forced outages energy for the facility; 

(b) maintenance outages energy and (c) scheduled outages 

energy exceed ( p) average dependable capacity for that 

contracted year multiplied by (q) 876 hours in that year, then 

the power company shall pay to BPDB as liquidated damages 

as follows: 

Rental Factor Amount x [ (a + b + c ) – (p + q) ] 

Rental Factor Amount = Reference Rental Price x 1.37 

• Security Deposit: 

(a) Performance Security Deposit: The Company shall 

provide Performance Security Deposit to BPDB to meet 

Commercial Operation Liquidity Damages an amount 

equivalent to 3 months Rental Payment which will be 

maintained upto COD. 

(b) Operations Security Deposit: An amount equal to 2 

months Rental Payment to ensure the proper operation 

and maintenance of the facility which will be maintained at 

all times for 4 years from COD. 

• Minimum Gas Purchase 

Under the GSA, the Company has to pay LDs to the gas 

supplier for failing to consume minimum purchase obligation 

after scheduled COD an Annual Deficiency Payment amount 

based upon the gas price in effect for such contract year for 

the full amount of Annual Gas Deficiency. 

PROSPECTUS 

99 

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100 

�� 


Project Agreement Profile of LDs 

EPC 

• Delivery LDs 

If actual delivery date is delayed more than 14 days beyond the 

scheduled delivery date, seller shall pay buyer as LDs a sum 

equal to 0.25% of the equipment price for each subsequent 

full week of delay in delivery, up to an aggregate maximum of 

5% of the contract price. 

Seller shall have no liability to buyer for the foregoing LDs, 

unless delay causes deferment of the initial operation date of 

the equipment and the buyer suffers actual damages. 

• Performance LDs 

Seller guaranteed that if tested in accordance with the 

specification and technical instructions of GE Jenbacher, the 

equipment will achieve the values set forth as follows: 

Criterion Liquidated Damages 

Output 0.25% of the contract price allocable to the nonperforming 

unit for each full 1.0% deficiency in 

accordance to the technical description. 

Electrical 

Efficiency 

08. CAPITAL STRUCTURE OF POWER PROJECT 

0.25% of the contract price allocable to the nonperforming 

unit for each full 1.0% deficiency in 

accordance to the technical description. 

The LDs payable in respect of deficiencies in performance shall not 

exceed 5% of the contract price for the non-performing unit(s). 

Total cost of the project was estimated at BDT 1,581.86 million taking into consideration reconditioned 

machineries. However, actual project cost was BDT 2,050 million since the management decided to 

procure brand new machineries instead of reconditioned machineries resulting in 29.59% increase 

of initial project cost. The present capital structure of the Company comprises of BDT 1,450 million 

(syndicated loan BDT 1,250 million and term finance BDT 200 million) of debt and BDT 600 million of 

equity at a debt-equity ratio of 71:29. Detailed breakup of the project cost is given below: 

Exhibit 08: Total Project Costs 

Particulars Total Cost % 

(BDT in Million) 

Land & land development 26.59 1.30% 

Building & civil construction 77.61 3.79% 

Main equipments (Gen-sets) 1390.00 67.80% 

Other equipments 347.82 16.97% 

Vehicles, furniture & office equipments 14.32 0.70% 

Pre operating expenses 43.81 2.14% 

Interest on bank loan 85.00 4.15% 

Loan arrangement fees & others 15.00 0.73% 

Other expenses 49.85 2.43% 

Total Cost 2,050.00 100.00% 

The major part of the project cost was accounted for imported main equipments which was BDT 1,390 

million contributed to 67.80% of total cost. Other equipments include gas line to facilitate interconnection 

between gas transmission and plant, which was BDT 347.82 million contributed to 16.97% of total cost. 

Per MW project cost stood at BDT 40.20 million. 




It is found that per MW cost of equipment and installation of the rated project is around BDT 33.33 

million. After reviewing the project cost it is also found that the cost estimation is mostly congruent 

with the standard cost estimation required per MW. However, it can be justified that major part of the 

project is accounted for plant & machinery and prices of plant & machinery could vary from vendor to 

vendor and accompanying auxiliaries. Cost reduction is not justifiable through sacrificing quality. Quality 

sacrifice could adversely affect the project during operation time, which leads to higher outage time, 

and shut down of the plant thereby reduces the cash flow generation ability of the project. 

09. RISK ANALYSIS 

The key success factors to assess the Company include favorable industry, modern technology and 

upgraded machinery, maximum capacity utilization, efficient procurement of raw materials as well as 

effective cost control strategy. So, assessing related risks are crucial for the success of the business. 

Power project is free from market risk, product risk, demand risk and price risk because the project has 

agreement with the government regarding purchase of contracted power generation and rental price 

is pre fixed with a provision of inflation adjustment. Thus, the evaluation of credit quality covers the 

broad areas of risks like business risk, technology risk, operational risk, management evaluation, and 

financial risk. 

9.1 Financial Risk: 

As per agreement, BPDB agrees to pay capacity price for its contracted capacity of 51 MW. But 

if dependable capacity is below the contracted capacity then BPDB will pay up to the dependable 

capacity. Again, if dependable capacity is below 80% of the contracted capacity and such derating 

has not been rectified within a period of 6 month from the date of such derating has occurred, 

BPDB will terminate the contract. This capacity generation is fully reflected in revenue generation 

of the Company, which will be used for debt repayment of BDT 1450 million. Due to maintenance 

or machinery problem, the Company may not provide contracted capacity which may affect the 

revenue generation and ultimately affect the debt servicing ability. 

9.2 Fuel Price Escalation & Availability Risk: 

As per agreement, Jalalabad Gas Transmission and Distribution System Ltd. will ensure gas supply 

in required quantity and specification throughout the agreement period. As the plant is located in 

Sylhet which is a gas prone area and the state body (JGTDSL) also makes sure the uninterrupted 

supply of gas, it would reduce the fuel availability risk to a greater extent. Moreover, any increase/ 

decrease in gas price is adjusted with energy payment by BPDB which will offset the risk of future 

changes in gas price. However, adjustment of gas price is incorporated in the RPA. 

9.3 Operating Risk: 

Operational risk covers the ability of the project to achieve the performance as envisaged. The 

evaluation is done based on technology, fuel supply arrangement, operation and maintenance 

arrangements etc. 

Cost of Engine as well as operation and maintenance cost (O&M) governs the generation cost of 

electricity. Fuel cost for operating of engine is the major component of O&M cost. The overhauling 

of machine depends on running hours and no. of starts and stops. The plant is being operated and 

maintained by BEDL itself. The plant vendor GE Jenbacher GmbH & Co will supply all necessary 

spare parts for a period of 15 years with 1 year warranty period from the date of delivery. During 

major overhaul, BEDL will engage GE Jenbacher GmbH & Co. for providing the overhaul services. 

As BEDL installed 19 units of gen-set, there is a scope of partial supply of electricity to the national 

grid in case of scheduled maintenance or any minor problem. As such, the project is flexible during 

operation. Even in worst possible case, the whole operation need not to be completely shutdown 

at a time due to maintenance or problem in any engine as the residuals can be engaged in power 

generation. 

Power project in general has operational risk and for this project it is quite high considering 15 

years of operation. However technical expertise availability in the country, supply contract with the 

vendor as well as reserve margin of around 8.11% (installed capacity) mitigates the operational 

risk to some extent. 

PROSPECTUS 

101 

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102 

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9.4 Project Implementation Risk: 

As per agreement, the implementation period was 9 months from the contract signing date of 28 

April 2008. But the actual implementation period was delayed by another 9 months because of delay 

in L/C opening due to higher bank financing cost. The Company reported that, the management had 

appealed to the concerned authority and got waiver of fine due to liquidity damage provision laid 

down in the agreement. 

If the authority did not waive the fine, then the project Company would incur a cost of maximum 

BDT 64.26 million (BDT 14,000 per MW per day x 51 MW of contracted capacity x 3 months; the 

total damages should not exceed 3 months equivalent rental payment as per RPA) which might 

squeeze its cash flows. However, the project is on full operation since October 2009. At this level, 

the Company does not have any implementation risk. 

9.5 Counter Party Risk: 

Revenue generation for the power project depends upon the financial strength of the buyer. The buyer 

of power is the government body BPDB. The power purchase agreement made by the government 

is the sovereign guarantee. As the off-taker is the government, credit risk of the off-taker assumes 

very low from national point of view. BPDB’s historical behavior regarding payments to the power 

Company does not provide any substantial default behavior. Again, payment security is backed by 

BPDB letter of credit equal to 2 months rental payment, which shall have initial term of 1 year and 

shall provide for annual renewal immediately prior to each relevant expiry date for further period 

of 1 year. In the last 8 months, the Company received payment on an average 5 days prior of last 

due date. 

10. FINANCIAL PERFORMANCE ANALYSIS 

The quantitative aspect of CRAB’s ratings focuses on a review of the Company’s policies in relation to 

financial strength like- the ability to generate cash, service debt, financial leverage targets, generate 

sufficient return to enable continuous access to fund market etc. The overall performance of the Company 

can be assessed by analyzing different ratios based on some factors- internal liquidity, operating 

efficiency, operating profitability, coverage and leverage structure. 

Exhibit 09: Financial Performance FY 2009-10 


Particulars Amount % of Revenue 

Rental Revenue 215.63 41.91% 

Energy Revenue 298.91 58.09% 

Total Revenue 514.54 100.00% 

Cost of Sales 245.33 47.68% 

Gross Profit 269.22 52.32% 

General & Administrative Expenses 50.51 9.82% 

Operating Profit 218.70 42.50% 

Financial Income 0.72 0.14% 

EBIT 219.43 42.65% 

Financial Expenses 111.76 21.72% 

Net Profit Before Tax 107.66 20.92% 

Provision for Taxation 5.58 1.08% 

Net Profit After Tax 102.08 19.84% 

The reported turnover of the Company was BDT 514.54 million during FY 2009-10 in its 8 months of 

operation. The major component of cost of sales includes gas consumption of BDT 189.41 million. The 

net profit after tax was BDT 102.08 million representing net profitability margin of 19.84%. Going 

forward, in the upcoming years the project would incur financial expenses as well as requires schedule 

maintenance and overhauling. As such, it needs to build up overhauling reserve which may affect net 

profitability. Gross profit margin and EBITDA margin stands at 52.32% and 51.23% respectively. 



In the following exhibits, month wise as well as sub head wise rental payment from BPDB along 

with consumption of gas and payment for gas is depicted. Total revenue is calculated by taking CPI 

adjustment into consideration. On the other hand, total gas payment is adjusted with the 

additional bill made by JGTDSL due to heating value. 

Sl. 

No. 

01 


Bill No. Month 

BEDL/BPDB/0001.1/2009 

(Before COD) 

BEDL/BPDB/0001.2/2009 

(After COD) 

Exhibit 10: Monthly Billing History 

Dependable 

Capacity 

(Kwh) 

Net 

Energy 

Output 

(Kwh) 

Rate of 

Revenue/ 

Kwh 

(BDT) 

NERP 

Amount 

ERP 

Amount 

VOMP 

Amount 

FP 

Amount 


Supple 

mentary 

Invoice 

Amount 

Oct-09 37,944,000 16,956,237 0.92 --- --- --- 15.53 --- 15.53 

Oct-09 36,720,000 10,507,163 1.79 4.88 1.63 2.10 9.62 0.56 18.78 

02 BEDL/BPDB/0002/2009 Nov-09 37,944,000 25,543,530 2.17 18.90 6.30 5.11 23.39 1.69 55.39 

03 BEDL/BPDB/0003/2009 Dec-09 37,944,000 17,272,783 2.66 18.90 6.30 3.45 15.82 1.44 45.92 

04 BEDL/BPDB/0004/2010 Jan-10 34,272,000 23,941,767 2.23 18.90 6.30 4.79 21.92 1.96 53.87 

05 BEDL/BPDB/0005/2010 Feb-10 37,944,000 30,858,827 1.98 18.90 6.30 6.17 28.26 1.78 61.41 

06 BEDL/BPDB/0006/2010 Mar-10 36,720,000 37,552,270 1.84 18.90 6.30 7.51 34.39 1.97 69.07 

07 BEDL/BPDB/0007/2010 Apr-10 37,944,000 32,898,567 1.94 18.90 6.30 6.58 30.13 1.86 63.76 

08 BEDL/BPDB/0008/2010 May-10 36,720,000 33,635,791 1.92 18.90 6.30 6.73 30.80 1.88 64.61 

09 BEDL/BPDB/0009/2010 Jun-10 37,944,000 35,032,490 1.89 18.90 6.30 7.01 32.08 1.91 66.20 

Total 264,199,425 156.08 52.03 49.44 241.94 15.05 514.54 

Sl. 

No. 

Exhibit 11: Monthly Gas Bill History 

Bill No. Month Billing Date Sm 3 Rate 

(BDT) 

Total 

Pay 

ment 


Due Date Total Amount Remarks 

01 39.0334/114 Oct-09 02 Nov-09 6,916,062.53 2.82 22 Nov-09 19.69 Paid 

02 39.0334/135 Nov-09 08 Dec-09 6,532,774.92 2.82 27 Dec-09 18.71 Paid 

03 39.0334/154 Dec-09 05 Jan-10 4,446,352.50 2.82 18 Feb-10 12.66 Paid 

04 39.1908/180 Jan-10 08 Feb-10 5,902,160.01 2.82 24 Mar-10 16.78 Paid 

05 39.1908/217 Feb-10 11 Mar-10 7,634,877.64 2.82 24 Apr-10 21.71 Paid 

06 39.1908/247 Mar-10 19 Apr-10 9,409,616.87 2.82 02 Jun-10 26.60 Paid 

07 39.1908/266 Apr-10 05 May-10 8,343,009.05 2.82 18 Jun-10 23.70 Paid 

08 391908/322 May-10 02 Jun-10 8,518,150.48 2.82 18 Jul-10 24.02 Paid 

09 39.1908/358 Jun-10 08 Jul-10 9,055,379.89 2.82 22 Aug-10 25.54 Paid 

Sl. 

No. 

Month 

Total 66,758,383.89 189.41 

Exhibit 12: Present performance at a Glance 

Plant 

Factor 

(%) 

Billing Date 

Bill Received 

Date 

Deviation 

(Days) 

Gross Bill 

Amount 


Gas Bill 

Amount 

Net Bill 

Amount 

01 Oct-09 72.38 12 Nov-09 15 Dec-09 33 34.31 19.69 14.62 

02 Nov-09 69.56 06 Dec-09 11 Jan-10 36 55.39 18.71 36.68 

03 Dec-09 45.52 06 Jan-10 09 Feb-10 34 45.92 12.66 33.26 

04 Jan-10 63.10 07 Feb-10 09 Mar-10 30 53.87 16.78 37.09 

05 Feb-10 90.04 07 Mar-10 12 Apr-10 36 61.41 21.71 39.70 

06 Mar-10 98.97 07 Apr-10 12 May-10 35 69.07 26.60 42.47 

07 Apr-10 89.59 05 May-10 07 Jun-10 33 63.76 23.70 40.07 

08 May-10 88.65 06 Jun-10 30 Jun-10 24 64.61 24.02 40.59 

09 Jun-10 95.40 06 Jul-10 10 Aug-10 35 66.20 25.54 40.66 

Grand Total 514.54 189.41 325.14 

PROSPECTUS 

103 

��

104 

�� 


From the balance sheet below, total assets of the Company stood at BDT 2,192.10 million. Total liabilities 

stood at BDT 1,490.05 million of which long term liabilities represents 81.97%. Total equity stood at BDT 

702.05 million of which retained earnings constituted to BDT 102.05 million. Therefore, debt to equity 

ratio is 2.00 times and debt ratio is 63.93%. Cash flow coverage ratio and times interest earned ratio 

are 1.31 times and 1.96 times respectively which is found satisfactory. On the other hand, current ratio 

and quick ratio are 0.88 times and 0.85 times respectively. Average collection period of the Company 

is 64 days which indicates BPDB takes around 2 months to settle down the accounts. Again, return on 

assets (ROA) and return on equity (ROE) stands at 4.66% and 14.54% respectively. 

Exhibit 13: Balance Sheet FY 2009-10 

Assets 


Current Assets 236.13 

Inventories 8.52 

Accounts Receivable 134.58 

Advances, Deposits & Prepayments 81.50 

Cash & Bank Balances 11.53 

Non-Current Assets 1955.97 

Property, Plant & Equipments 1914.08 

Intangible Assets 0.03 

Pre-Operating Expenses 41.86 

Total Assets 2192.10 

Liabilities & Owner’s Equity 

Current Liabilities 268.59 

Term Loan- Short Term Portion 180.05 

Liability for Expenses 14.49 

Accounts Payable 74.05 

Non Current Liabilities 1221.46 

Term Loan- Long Term Portion 1221.46 

Total Liabilities 1490.05 

Owner’s Equity 702.05 

Share Capital 600.00 

Retained Earnings 102.05 

Total Liabilities & Owner’s Equity 2192.10 

11. STRESS RESULTS 

Key variability of the projected cash flow and its ability to service debt on time depends on number 

of factors. Major sources of uncertainty for which revenue and cost can vary are plant load factor, 

achievement of contracted capacity, machine heat rate, gas heat rate and provision for schedule and 

force outage. For running Monte-Carlo Simulation (this technique involves generating random numbers 

for the assumption variables), following ranges of assumption variables have been taken. We have used 

triangular distribution for the assumption variables where the parameters are minimum, likeliest, and 

maximum and run thousand trials to get statistics, percentile and sensitivity results of output variables. 

Assumption Ranges are depicted in the following exhibit: 




Exhibit 14: Assumptions for Stressing 

After stressing the key output variable of Debt Service Coverage Ratio (DSCR), the following stress 

results are generated. The result of each indicator implies the debt service capacity of the project under 

stress. If all the assumption variables run together at a time then the Mean and Median values as well 

as Minimum and Maximum values of output variable are depicted as follows: 

Statistics 

DSCR 

Y-1 

DSCR 

Y-2 

Exhibit 15: Stress Output 

DSCR 

Y-3 

DSCR 

Y-4 

Trials 1000 1000 1000 1000 1000 1000 1000 1000 1000 1000 

Mean 1.26 0.65 1.20 1.30 1.42 1.87 4.72 5.21 5.82 25.12 

Median 1.26 0.65 1.19 1.29 1.42 1.86 4.71 5.20 5.81 25.07 

Standard Deviation 0.07 0.04 0.08 0.08 0.09 0.12 0.30 0.34 0.38 1.62 

Variance 0.01 0.00 0.01 0.01 0.01 0.01 0.09 0.11 0.14 2.63 

Coeff. of Var. 0.0566 0.0647 0.0644 0.0651 0.0656 0.0647 0.0645 0.0645 0.0645 0.0645 

Minimum 1.03 0.51 0.94 1.02 1.11 1.47 3.71 4.10 4.58 19.75 

Maximum 1.51 0.79 1.46 1.59 1.74 2.28 5.77 6.37 7.11 30.69 

Mean Std. Error 0.00 0.00 0.00 0.00 0.00 0.00 0.01 0.01 0.01 0.05 

Percentiles 

DSCR 

Y-1 

DSCR 

Y-2 

DSCR 

Y-3 

DSCR 

Y-4 

DSCR 

Y-5 

DSCR 

Y-5 

DSCR 

Y-6 

DSCR 

Y-6 

DSCR 

Y-7 

DSCR 

Y-7 

DSCR 

Y-8 

DSCR 

Y-8 

DSCR 

Y-9 

DSCR 

Y-9 

DSCR 

Y-10 

DSCR 

Y-10 

5% 1.15 0.58 1.08 1.17 1.27 1.68 4.24 4.69 5.23 22.58 

95% 1.38 0.72 1.33 1.44 1.58 2.08 5.25 5.80 6.48 27.94 

Sensitivity Data 

Assumptions 

DSCR 

Y-1 

DSCR 

Y-2 

DSCR 

Y-3 

DSCR 

Y-4 

Contracted Capacity 0.66 0.61 0.62 0.61 0.60 0.61 0.62 0.62 0.62 0.62 

Gas Heat Rate 0.63 0.67 0.67 0.68 0.68 0.68 0.67 0.67 0.67 0.67 

Machine Heat Rate -0.28 -0.30 -0.30 -0.30 -0.31 -0.30 -0.30 -0.30 -0.30 -0.30 

Plant Load Factor 0.18 0.14 0.14 0.13 0.13 0.14 0.14 0.14 0.14 0.14 

It is identified that the output variable DSCR is highly sensitive with the contracted capacity and gas 

heat rate. Distribution of DSCR on year by year basis is plotted below: 

DSCR 

Y-5 

DSCR 

Y-6 

DSCR 

Y-7 

DSCR 

Y-8 

DSCR 

Y-9 

DSCR 

Y-10 

PROSPECTUS 

105 

��

106 

�� 


Exhibit 16: Distribution of DSCR on year by year basis 

DSCR Y-1 DSCR Y-2 

Entire range is from 1.03 to 1.51 

Base case is 1.25 

After 1,000 trials, the std. error of the mean is 0.00 



















After 1,000 trials, the std. error of the mean is 0.00










12. BANK FACILITY & CREDIT HISTORY 



After 1,000 trials, the std. error of the mean 

is 0.01 




The Company has banking relationship with four banks namely BRAC Bank Ltd., AB Bank Ltd., Trust 

Bank Ltd. and Janata Bank Ltd. It has also financing relationship with three other non-banking financial 

institutions namely Infrastructure Development Company Limited (IDCOL), Industrial & Infrastructure 

Development Finance Company Limited (IIDFC) and Prime Finance & Investment Limited. In January 

2009, the Company arranged a Syndicated Loan facility of BDT 1,250 million where IDCOL is the lead 

arranger and BRAC Bank is the co-arranger and agent of this facility. Again, the Company arranged a 

Term Finance facility of BDT 200 million with Prime Finance & Investment Ltd. (PFIL) in January 2010. 

The Company has availed the full amount of funds from the banks/NBFIs at different times over the 

period of its operations. The interest rate of this syndication loan is 13.00% per annum for IDCOL 

and other lenders except IIDFC with semi-annual review by the agent and lenders from August 2009. 

The first drawdown was made on 26 January 2009. The grace period of this syndication loan is of 12 

months from the first drawdown date. The term loan facility in case of IDCOL shall be repaid in equal 

36 quarterly installments and in case of other lenders shall be repaid in equal 22 quarterly installments 

on repayment dates commencing from the immediate quarter-end upon the expiry of the grace period. 

As on 11 July 2010 the Company had outstanding long term loan of BDT 1,174.52 million which was 

81.00% of total sanctioned limit of BDT 1,450.00 million. On the other hand, the term financing facility 

shall be repaid within 18 months bullet payment in nature with 3 months grace period from the date of 

first disbursement. 

PROSPECTUS 

107 

��

108 

�� 


According to the banker’s report, BEDL’s relationship with the Bank is found satisfactory. Its financial 

relationship with suppliers and customers in payment through issuing cheque drawn on the banks is 

satisfactory. The outstanding debt of the Company as on 11 July 2010 is given below: 

Bank/NBFI 

Interest 

Rate 

Exhibit 17: External Borrowings 

Limit of Loan Disburse 

Repayment 

of Term Loan 


Outstanding as on 

11 July 2010 

BRAC Bank Limited 13% 300.00 300.00 21.53 278.47 

IDCOL 13% 500.00 500.00 21.65 478.35 

AB Bank Limited 13% 150.00 150.00 10.77 139.23 

Trust Bank Limited 13% 150.00 150.00 10.77 139.23 

Janata Bank Limited 13% 100.00 100.00 7.18 92.82 

IIDFC 14% 50.00 50.00 3.59 46.41 

PFIL 15% 200.00 200.00 --- 200.00 

Total 1,450.00 1,450.00 75.48 1,374.52 

Collateral Value: 

� 

� 

� 

� 

� 

� 

Mortgage of Project Land. 

Hypothecation of all fixed and floating assets including but not limited to machinery, book debts, 

furniture, fixture and equipment on first ranking pari passu basis creating present and future 

charge with the RJSC. 

Establishment of Escrow Account and Debt Service Account with appropriate cash waterfall 

arrangement to the satisfaction of the lenders. 

Co-payee of benefits under all insurance policies insuring the relevant moveable and immoveable 

assets of the issuer. 

A tri-partite agreement has been signed among Prime Finance, BEDL and BRAC Bank regarding 

payment of installment of Prime Finance. 

Personal guarantee of all the sponsor directors of BEDL including spouses of MD and chairman 

of the Company. 




Annexure- A 

Key Features of Gas Supply Agreement 

Parameters Covenant 

Purchase and Sale of Gas 

Construction and Cost of Gas 

Interconnection Facilities 

Gas Nominations 

Gas Usage and Security Deposit 

Minimum Purchase Obligation 

Payment Obligation 

Gas seller shall sell gas and deliver to the gas delivery point 

to the Company at all times up to maximum specification 

subject to the availability of gas. And the Company shall 

pay for gas at a gas price set by the govt. or any authority 

assigned by it from time to time. 

Increase/Decrease in gas price is at the discretion of the gas 

seller. But gas price adjustment with tariff offset the risk of 

future changes in gas price. 

The Company shall at its own cost and expense, construct 

the gas interconnection facilities to deliver gas to the gas 

delivery point including Regulating & Metering Station (RMS) 

and gas pipeline. 

It is the responsibility of the Company to provide gas 

seller with a commissioning program and schedule of 

commissioning test and test procedures include among 

others pressure testing, gas metering system, the quality of 

the gas, the capability of gas seller’s system to supply the 

Maximum Hourly Gas Usage. 

During the period of testing and startup, the gas seller 

shall make gas available the amount of gas necessary for 

commissioning of the facility to the Company. The covenants 

include annual gas nominations, monthly adjustments, daily 

nomination amount and procedures as per standard terms. 

The covenant specifies the maximum amount of gas usage 

by the Company and may request excess quantities of gas. 

The gas seller would provide excess gas if available. 

The Company shall pay to the gas seller a security deposit 

an amount equivalent to 3 months gas bills based upon 

Maximum Monthly Gas Usage and the prevailing gas tariff. 

The Company for each contract year shall pay Minimum 

Purchase Obligation, which is 50% of the Annual Contract 

Gas Usage. 

The Company would get 45 days for making payment to 

the gas seller. The Gas seller entitled the right to suspend 

deliveries of gas at any time outstanding invoice or invoices 

remain unpaid as per terms. 

There is also a provision of price adjustment for Heating 

Value. The standard Heating Value is 950 BTU per standard 

cubic foot. The price will be adjusted at the same direction 

and in proportion to the ratio between actual heating value 

and standard value. 

PROSPECTUS 

109 

��

110 

�� 


Parameters Covenant 

Metering and Monitoring System Adequate provisions are incorporated in the agreement. 

Maintenance and Repair 

Force Majeure 

Event of Default 

Gas Specification 



The Company is responsible to maintain and repair the facilities. 

Schedule maintenance program to be chalked out with the 

consent of gas seller and in accordance with the Purchase 

Power Agreement. For any unscheduled maintenance, it is to 

be done through both party consultations. 

Force Majeure events are described as Bangladesh political 

events, foreign political events, Force Majeure-natural. The 

party affected by the Force Majeure shall use its reasonable 

efforts to mitigate the effects of any event constituting the 

Force Majeure, including but not limited to the payment of 

all reasonable sums of money by or on behalf of the affected 

party. 

The event of default by either party may lead to termination 

of the agreement but there is no provision of termination 

benefit or penalties in the deed. 

It is agreed that gas delivered will have a Higher Heating 

Value (HHV) of 950 BTU per standard cubic foot but shall 

not at any time a HHV of less than 900 BTU per standard 

cubic foot. The pressure at which the gas will be delivered 

to the Company at the gas delivery point shall be maximum 

350 psig. The temperature of the delivered gas shall not be 

less than 59 degrees Fahrenheit (15 degree Celsius) and not 

more than 140 degrees Fahrenheit (60 degree Celsius).


Annexure- B 

Key Features of Rental Power Agreement 

Component of Risk Measures in RPA 

Demand & Price: Revenue may 

fluctuate as a result of potential 

decrease in tariff for capacity and 

energy output level and demand 

volatility 

Capacity 

Inflation: High domestic 

inflation negatively affects O&M 

costs, resulting in lower operating 

profit 

Foreign Currency: Foreign currency 

rises in value with respect to local 

currency and tariff revenues are 

inadequate to pay operating costs, 

debt service and equity return 

Credit Risk: Off-taker fails to 

honour its contractual payment 

obligations 

From demand and supply analysis, it can be assumed that 

risk arises from demand volatility is very low. 

BPDB agrees to provide the Company the rental payment 

and energy payment over the life of the contract: (a) agreed 

capacity subject to some conditions (b) net energy output 

price. 

Capacity payment depends on the performance of the 

Company and its plant. As such a considerable amount of 

due diligence is required by lenders for dimensioning the 

probability of such events occurring. 

The risk arises from price variability of the product 

mitigates through per-fixed tariff structure and calculation 

methodologies. 

BPDB agrees to pay capacity price for its contracted capacity 

of 51 MW if dependable capacity is above the contracted 

capacity and pay to the Company for making available the 

dependable capacity after dependable capacity test. Because 

BPDB does not take this risk. 

The purchaser assumes this risk by agreeing to index the 

local components of output price as well as capacity price 

against the appropriate local cost index. Hence, an increased 

cost of 0&M caused by economic variables over which the 

project has no control partially takes care of through this 

index mechanism. 

There is no substantial currency parity risk as the Company 

revenues and costs are in the same currency. 

Where the credit of the off-taker is in question, we looked 

into the position of the purchaser. The purchaser here is the 

Bangladesh Power Development Board (BPDB), a statutory 

body constituted under P.O. 59 of 1972 of the Peoples 

Republic of Bangladesh- a public utility body engaged in 

the generation, distribution and sale of electric capacity and 

energy in the Peoples Republic of Bangladesh. From national 

point of view, as the off taker is the government, credit risk 

of the off-taker assumes low. 

BPDB’s Letter of Credit in favour of Company from Sonali 

Bank or any other Issuing Bank equal to two months rental 

payments reduces the credit risk to some extent. 

PROSPECTUS 

111 

��

112 

�� 


Component of Risk Measures in RPA 

Force Majeure (FM) Events 

Event of Default and Termination 



As per the RPA, FM means an event or situation beyond 

the control of the affected party that is not foreseeable, 

is unavoidable, and its origin is not due to negligence or 

lack of care on the part of the affected party. Such events 

may include acts of BPDB in its sovereign capacity, wars 

or revolutions, fires, floods, non availability or reduction 

or any interruption of gas due to national gas grid failure, 

epidemics, quarantine restrictions and freight embargoes. 

In case of FM, the affected party shall use all reasonable 

efforts to mitigate the effects of a FM Event. The affected 

party shall not be liable for any failure or delay in performing 

its obligations (other than an obligation to make a payment) 

during the existence of a FM Event. And performance 

deadline shall be extended and the unaffected party shall 

not bear any liability for any loss or expense suffered by the 

affected party as a result of FM Event. 

Payment Mechanism for FM Event: 

If FM Event occurs after Commercial Operation date, then 

during the FM Event, BPDB shall pay to the Company (a) 

energy payments for net energy output delivered during 

such FM Event plus (b) Rental Payments in an amount equal 

to the amount due to the Company immediately prior to 

such FM Events multiplied by FM Ratio. 

FM Ratio shall be calculated in the following way: 

� 

� 

� 

If FM declared by the Company, where the plant is 

capable of partly operation, a fraction, the ratio of: 

Dependable Capacity after the FM Event / Dependable 

Capacity most recent test prior to the FM Event. 

If FM declared by the Company and plant is not 

capable of operation, FM ratio shall be zero. 

In case of National Gas Grid failure in which case 

plant is not capable of operation, FM ratio shall be 

zero. 

The Company shall not be entitled to any additional energy 

payments and rental payments from BPDB arising during 

any FM Event. 

Events of Default by either party may lead to termination of 

the agreement. And in such case BPDB does not guarantee 

any sort of guaranteed revenue and there is virtually no other 

market where the Company could sell power generated by 

the plant.


CRAB RATING SCALES AND DEFINITIONS –Long Term (Corporate) 

Long Term Rating Definition 

AAA 

Triple A 

AA 1 , AA 2 , AA 3 * 

Double A 

A , A , A 1 2 3 

Single A 

BBB 1 , BBB 2 , BBB 3 

Triple B 

BB , BB , BB 1 2 3 

Double B 

B , B , B 1 2 3 

Single B 

CCC 1 , CCC 2 , CCC 3 

Triple C 

CC 

Double C 

C 

Single C 

D 

(Default) 

Companies rated in this category have extremely strong capacity to meet financial 

commitments. These companies are judged to be of the highest quality, with minimal 

credit risk. 

Companies rated in this category have very strong capacity to meet financial commitments. 

These companies are judged to be of very high quality, subject to very low credit risk. 

Companies rated in this category have strong capacity to meet financial commitments, but 

are susceptible to the adverse effects of changes in circumstances and economic conditions. 

These companies are judged to be of high quality, subject to low credit risk. 

Companies rated in this category have adequate capacity to meet financial commitments 

but more susceptible to adverse economic conditions or changing circumstances. These 

companies are subject to moderate credit risk. Such companies possess certain speculative 

characteristics. 

Companies rated in this category have inadequate capacity to meet financial commitments. 

Have major ongoing uncertainties and exposure to adverse business, financial, or economic 

conditions. These companies have speculative elements, subject to substantial credit risk. 

Companies rated in this category have weak capacity to meet financial commitments. These 

companies have speculative elements, subject to high credit risk. 

Companies rated in this category have very weak capacity to meet financial obligations. 

These companies have very weak standing and are subject to very high credit risk. 

Companies rated in this category have extremely weak capacity to meet financial obligations. 

These companies are highly speculative and are likely in, or very near, default, with some 

prospect of recovery of principal and interest. 

Companies rated in this category are highly vulnerable to non-payment, have payment 

arrearages allowed by the terms of the documents, or subject of bankruptcy petition, 

but have not experienced a payment default. Payments may have been suspended in 

accordance with the instrument’s terms. These companies are typically in default, with little 

prospect for recovery of principal or interest. 

D rating will also be used upon the filing of a bankruptcy petition or similar action if 

payments on an obligation are jeopardized. 

*Note: CRAB appends numerical modifiers 1, 2, and 3 to each generic rating classification from AA through CCC. The 

modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a midrange 

ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. 

© Copyright 2008, CREDIT RATING AGENCY OF BANGLADESH LIMITED (“CRAB”). All rights reserved. ALL INFORMATION 

CONTAINED HEREIN IS PROTECTED BY COPYRIGHT LAW AND NONE OF SUCH INFORMATION MAY BE COPIED OR OTHERWISE 

REPRODUCED, REPACKAGED, FURTHER TRANSMITTED, TRANSFERRED, DISSEMINATED, REDISTRIBUTED OR RESOLD, OR 

STORED FOR SUBSEQUENT USE FOR ANY SUCH PURPOSE, IN WHOLE OR IN PART, IN ANY FORM OR MANNER OR BY ANY MEANS 

WHATSOEVER, BY ANY PERSON WITHOUT CRAB’S PRIOR WRITTEN CONSENT. All information contained herein is obtained by 

CRAB from sources believed by it to be accurate and reliable. Because of the possibility of human or mechanical error as well 

as other factors, however, such information is provided “as is” without warranty of any kind and CRAB, in particular, makes 

no representation or warranty, express or implied, as to the accuracy, timeliness, completeness, merchantability or fitness for 

any particular purpose of any such information. Under no circumstances shall CRAB have any liability to any person or entity 

for (a) any loss or damage in whole or in part caused by, resulting from, or relating to, any error (negligent or otherwise) or 

other circumstance or contingency within or outside the control of CRAB or any of its directors, officers, employees or agents 

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of any such information, or (b) any direct, indirect, special, consequential, compensatory or incidental damages whatsoever 

(including without limitation, lost profits), even if CRAB is advised in advance of the possibility of such damages, resulting 

from the use of or inability to use, any such information. The credit ratings and financial reporting analysis observations, if 

any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and 

not statements of fact or recommendations to purchase, sell or hold any securities. NO WARRANTY, EXPRESS OR IMPLIED, AS 

TO THE ACCURACY, TIMELINESS, COMPLETENESS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE OF ANY 

SUCH RATING OR OTHER OPINION OR INFORMATION IS GIVEN OR MADE BY CRAB IN ANY FORM OR MANNER WHATSOEVER. 

Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user 

of the information contained herein, and each such user must accordingly make its own study and evaluation of each security 

and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, 

holding or selling. 

PROSPECTUS 

113 

��

114 

�� 

PROSPECTUS 

APPLICATION FORMS 

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

�� 


Application Form 

APPLIcAtIoN For sHAres BY INVestors otHer tHAN NoN-resIDeNt BANGLADesHI(s) 

Warning: Please read the instructions at the back of this form. Incorrectly filled applications may be rejected. 

the Managing Director 



Ramna, Dhaka-1000, Bangladesh 

Banker’s Sl. No. 

Dear Sir, 

I/we apply for and request you to allot me/us the …………..........… number of Shares and I/we agree to accept the same or any 

smaller number that may be allotted to me/us upon the terms of the Company’s approved Prospectus and subject to the Memorandum 

and Articles of Association of the Company. Further, I/we authorize you to place my/our name(s) on the Register of Members of the 

Company and deposit the said shares to my BO (Beneficiary Owner) Account and/or in respect of any application money refundable 

by crediting directly to the first applicant’s bank account stated below: 

1. No. of Ordinary Shares …………..……............… of Tk. 60/- each including a premium of Tk. 50/- per share. 

Amount of Tk. (in figure), ……………..…, Taka (in words) ……………….………………………………………………..only deposited vide 

Cash/Cheque/Draft/Pay Order No. …………………................................................…………………… dated ………………......……..… 

on ………………..........…………………........................………................……… Bank ……………………….....………......…………. Branch 

3. Depository (B/O) Account Number 

(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid) 

4. I/We agree to fully abide by the instruction given herein. 

5. Particulars of Applicant(s): 

a) sole/First Applicant 

Name: 

Father’s/Husband’s name: 

Mother’s name: 

Postal address: 

Occupation: Nationality: Telephone No. (if any) 

For refund warrant (Application will not be treated as valid if anyone uses a non-scheduled bank. To avoid this complication, investors 

are requested not to use the name of any non-scheduled bank) Please write the correct and full name of bank and branch. 

For refund purpose: I/we want refund through � Bank Account � Hand Delivery/Courier (please put tick mark in which refund will be made) 

the applicant shall provide with the same Bank Account number in the application form as it is in the Bo account of the applicant. 

otherwise the application will be considered invalid and the subscription money may be forfeited. 

In Case of deposit into the applicant’s bank account. the applicant will bear the applicable charge, if any, of the applicants banker and the issuer 

shall symultaneously issue a letter on intimation to the applicant consisting, among others, the date and amount remitted with details of the bank 

through and to which bank such remittance has been effected. 

Applicant’s Bank A/C No.: 

Name of the Bank: Branch: 

b) second Applicant 

Name: 



Postal address: 

Occupation: Nationality: 

6. I/we hereby declare that I/we have read the Prospectus of Barakatullah electro Dynamics Limited and have willingly 

subscribed for …………… no. of shares of Tk. 60/- each including a premium of Tk. 50/- per share on this form. 

7. Specimen Signature(s): 

(i) Name (in Block Letters) Signature: 

(ii) Name (in Block Letters) Signature: 

BANKer’s AcKNoWLeDGeMeNt 

Certified that this bank has received Tk. ……………………… (in word) ………………………………………………………………………… only from 

Mr./Mrs./Ms. …………………………………………………………………..…….……… being the Application Money for …………… nos. Ordinary 

Shares of Barakatullah electro Dynamics Limited. 

Authorized signature 

Banker’s sl. No. ………………. seal and Date (Name & Designation)

115 

PROSPECTUS 



Instructions 

1. As per provision of Depository Act, 1999 and regulations made thereunder shares will be only be issued in dematerialized condition. Please mention your BO (Beneficiary Owner) 

Account number in the Application form. If you do not mention your valid BO (Beneficiary Owner) Account, your application will be treated as invalid. 

2. All information must be typed or written in full (in block letters) in English or in Bengali and must not be abbreviated. 

3. Application must be made on the Company’s printed form/photocopy or on typed copy/hand written form thereof. 

4. Application must not be for less than 200 Ordinary shares and must be for a multiple of 200 ordinary shares. Any application not meeting these criterions will not be considered for allotment 

purpose. 

5. Remittance for the full amount of the shares must accompany each application and must be forwarded to any of the Bankers’ to the Issue. Remittance should be in the form 

of cash/cheque/bank draft/pay order payable to one of the Bankers’ to the Issue favoring “Barakatullah electro Dynamics Limited” and crossed “A/c Payee only” and 

must be drawn on a bank in the same town as the bank to which the application form has been sent. 

6. In the case of a joint application form, the allotment letter will be dispatched to the person whose name appears first on this application form. 

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

8. Applications must be in the full name of individuals or companies or societies or trusts and not in the name of firms, minors or persons of unsound mind. Application from 

financial and market intermediary companies must be accompanied by Memorandum of Association and Articles of Association and Certificate of Incorporation. 

9. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant makes 

more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of 

application money may be forfeited by the commission. 

10. No receipt will be issued for the payment made with the application, but the bankers will issue a provisional acknowledgement to the issue for application lodged with them. 

11. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained with the Bankers to the Issue, refund amount 

of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms. Otherwise, refund will be made only through “Account 

Payee” cheque(s) with bank account number and name of bank branch as mentioned in the application payable at Dhaka or Chittagong, as the case may be. 

12. Allotment shall be made solely in accordance with the instructions of the Securities and Exchange Commission. 

13. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information shall make the application liable to 

rejection and subject to forfeiture of application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer. The said forfeited Application money 

or share (unit) will be deposited in account specified by the Securities and Exchange Commission (SEC). This may be in addition to any other penalties as may be provided for 

by the law. 

14. Applications which do not meet the above requirements, or applications, which are incomplete, shall not be considered for allotment purpose. 

15. The Bankers to the issue Banks shall be obliged to receive the A/C Payee Cheque (s) on the closing day of the subscription. 

16. No sale of securities shall be made nor shall any money be taken from any person, in connection with such sale until twenty five days after the prospectus have been 

published. 

Bankers to the Issue 






MCB Banani Branch, Dhaka 

MCB Dilkusha Branch, Dhaka 



Moghbazar Branch, Dhaka 


North South Rd. Branch, Dhaka 

Principal Office Branch, Dhaka 

Progoti Sarani Branch, Dhaka 

Scotia Branch, Dhaka 

Shantinagar Branch, Dhaka 



Anderkilla Branch, Chittagong 

Bahadderhat Branch, Chittagong 


Kamal Bazar Branch, Chittagong 


MCB Sk. Mujib Road Branch, Chittagong 

Station Road Branch, Chittagong 

Sylhet Main Branch, Sylhet 

Sylhet Uposhahar Branch, Sylhet 





Ishwardi Branch, Pabna 


Goran Business Center, Dhaka 

Khilgaon Branch, Dhaka 


Savar Bazar Branch, Dhaka 

Bulta Branch, Narayangonj 




kDA Avenue Branch, Khulna 

Uposhahar Branch, Sylhet 

First security Islami Bank Limited 

Azampur Branch, Dhaka 



Banoshree Branch, Dhaka 

Biswa Road Branch, Dhaka 


Dilkusha Branch, Dhaka 



Islampur Branch, Dhaka 




Ring Road Branch, Dhaka 


Senanibash Branch, Dhaka 

Topkhana Road Branch, Dhaka 

Collage Gate Branch, Gazipur 


Andar Killah Branch, Chittagong 

Bohaddarhat Branch, Chittagong 

Hat Hazari Branch, Chittagong 


Khatungonj Branch, Chittagong 

Patia Branch, Chittagong 

Probortak Mor Branch, Chittagong 

Chokioria Branch, Cox’s Bazar 






Ambarkhana Branch, Sylhet 


Taltola Branch, Sylhet 



Moulvibazar Branch, Moulvibazar 

Patuakhali Branch, Patuakhali 

Satkhira Branch, Satkhira 

Gobindagonj Branch, Sunamgonj 

Lakshmipur Branch, Lakshmipur 

Investment corporation of Bangladesh 

Head Office, Dhaka 

Local Office, Dhaka 



Chittagong Branch, Chittagong 




one Bank Limited 


Banasree Branch, Dhaka 



Elaphant Road Branch, Dhaka 

Ganakbari (EPZ) Branch, Dhaka 



Jatrabari Branch, Dhaka 

Joypara Branch, Dhaka 





Nawabgonj Branch, Dhaka 


Progati Sharani Branch, Dhaka 





Jubilee Road Brahch, Chittagong 


Nanupur Bazar Branch, Chittagong 


DagonBhuiyan Branch, Feni 


Islampur Branch, Sylhet 


Chowmuhuni Branch, Noakhali 

Maijdee Court Branch, Noakhali 

Chandragonj Branch, Lakshmipur 

Raipur Branch, Laxmipur 

Ramganj Branch, Laxmipur 


Jessor Branch, Jessor 

Laksham Branch, Comilla 

Sherpur Branch, Moulvi Bazar 

Sirajgonj Branch, Sirajgonj 

shahjalal Islami Bank Limited 



Bijoynagar Branch, Dhaka 

College Gate Branch, Dhaka 

Dhaka Main Branch, Dhaka 


Foreign Exchange Branch, Dhaka 


Gulshan Sourh Av. Br. Dhaka 




Motijhee Branch, Dhaka 

Panthapath Branch, Dhaka 

Satmasjid Road Branch, Dhaka 




Chawkbazar Branch, Chittagong 



Muradpur Branch, Chittagong 

Dargah Gate Branch, Sylhet 

Goala Bazar Branch, Sylhet 




Aganagar Branch, Dhaka 

Agargaon Branch, Dhaka 

Ashulia Branch (Rural), Dhaka 








Mohammadpur Branch, Dhaka 

Mouchak Branch, Dhaka 

New Elephant Road Branch, Dhaka 

New Eskaton Branch, Dhaka 

Pragati Sarani Branch, Dhaka 


Sat Mashjid Road Branch, Dhaka 


Shaymoli Branch, Dhaka 


Madhabdi Branch (Rural), Narshingdi 




Halishahar Branch, Chittagong 

Madambibir Hat Branch, Chittagong 


Pahartali Branch, Chittagong 


Chhagalnaiya Branch, Feni 


Kulaura Branch (Rural), Moulvi Bazar 

Moulvibazar Branch, Moulvi Bazar 

Bandar Bazar Branch, Sylhet 

Chouhatta Branch, Sylhet 

Laldighirpaar Branch, Sylhet 

Pathantula Branch, Sylhet 

Barisal Branch, Barisal 

Bashurhat Branch (Rural), Noakhali 


Comilla Branch, Comills 


Naogaon Branch, Naogaon 



standard chartered Bank 

Mirpur(OPC) Branch, Dhaka 

Motijheel(OPC) Branch, Dhaka 


Nasirabad Branch, Chittagong 




trust Bank Limited 

Dilkusha Corp. Branch, Dhaka 

Kafrul Branch, Dhaka 

Millenium Branch, Dhaka 


Radisson Hotel Branch, Dhaka 

Savar Cantonment Branch, Dhaka 

Sena Kalyan Bhaban Branch, Dhaka 

Uttara Corporate Branch, Dhaka 

Joydebpur Branch, Gazipur 


Chittagong Cant. Branch, Chittagong 

Naval Base Branch, Chittagong 


Beanibazar Branch, Sylhet 

Jalalabad Cant. Br., Sylhet 

Comilla Cant. Branch, Comilla 

Ashugonj Branch, Brahmanbaria 

Bogra Cantonment Branch, Bogra 

Chowmohoni Branch, Noakhali 

Jessore Cantonment Branch, Jessore 


Khwaja Yunus Medical College Br., Sirajgonj 

Momenshahi Cant. Branch, Mymensingh 

Narsingdi Branch, Narsingdi 

Rangpur Cant. Branch, Rangpur 

S.S. Cantonment Branch, Tangail 

BrAc Bank Limited 

Asad Gate Branch, Dhaka 




Eskaton Branch, Dhaka 

Graphics Building Branch, Dhaka 


Manda Branch, Dhaka 


Nawabpur Branch, Dhaka 

Narayangonj Branch, Narayangonj 

Rampura Branch, Dhaka 

Shyamoli Branch, Dhaka 




Halisohor Branch, Chittagong 

KazirDeuri Branch, Chittagong 







Zindabazar Branch, Sylhet 

115 

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116 

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PROSPECTUS 


Lighting Bangladesh, We Promise 

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

�� 


Application Form 

APPLIcAtIoN For sHAres BY NoN-resIDeNt BANGLADesHI(s) 

(TO BE SENT DIRECTLY TO THE COMPANY’S CORPORATE OFFICE) 

Warning: Please read the instructions at the back of this form. Incorrectly filled applications or failing to comply with any of the 

instructions there in, applications may be rejected. 

the Managing Director 



Ramna, Dhaka-1000, Bangladesh 

Dear Sir, 

I/we apply for and request you to allot me/us the following number of Shares and I/we agree to accept the same or any smaller 

number that may be allotted to me/us upon the terms of the Company’s approved Prospectus and subject to the Memorandum and 

Articles of Association of the Company. Further, I/we authorize you to place my/our name(s) on the Register of Members of the 

Company as the holder(s) of …………………Shares allotted to me/us pursuant to this application and credit the said shares to my BO 

(Beneficiary Owner) Account and/or in respect of any application money refundable by crediting directly to the first applicant’s bank 

account stated below: 

1. No. of Shares ……………………………. of Tk. 60/- each including a premium of Tk. 50/- per share. 

2. Amount of Tk ( in figure) …………………, (in words) …………………………………………………………………….. only Convertible into 

US Dollar 1.00 = Tk …………, UK Pound Sterling 1.00 = Tk …………, and Euro 1.00 = Tk ………… 

3. Payment by cheque/draft no. ………………………………. dated ………….…………… for US Dollar or UK Pound Sterling or Euro or 

Tk. ……………… drawn on ………………………..…………… Bank ………………………… Branch. 

5. 

6. 

4. Depository (B/O) Account Number 

(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid) 

I/we agree to fully abide by the instructions given herein. 

Particulars of Applicant(s): 

a) sole/First Applicant 

Name: 



Mailing Address: 


Passport No.: Valid up to: 

Date of Birth: 

For refund warrant: Applicant’s Bank A/C No.: 

Name of the Bank: Branch: 

the applicant shall provide with the same Bank Account number in the application form as it is in the Bo account of the applicant. 

otherwise the application will be considered invalid and the subscription money may be forfeited. 

b) second Applicant 

Name: 





Passport No.: 

Date of Birth: 

Nominee: 

Valid up to: 

Name: 


7. I/we hereby declare that I/we have read the Prospectus of Barakatullah electro Dynamics Limited and have willingly 

subscribed for ……………. no. of shares of Tk. 60/- each including a premium of Tk. 50/- per share on this form. 

8. specimen signature(s): 

Sole/First Applicant: 

Second Applicant: 

Nominee: 

Name in Block Letters signature 

116

Instructions 



1. As per provision of Depository Act, 1999 and regulations made thereunder shares will be only be issued in 

dematerialized condition. Please mention your BO (Beneficiary Owner) account number in the Application form. If 

you do not mention your valid BO (Beneficiary Owner) Account, your application will be treated as invalid. 

2. All information must be written or typed in block letters in English and must not be abbreviated. 

3. Application must not be for less than 200 Ordinary shares and must be for a multiple of 200 ordinary shares. Any 

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

4. An application must be accompanied by a foreign demand draft drawn on a bank payable at Dhaka or cheque 

drawn out of foreign currency deposit account maintained in Bangladesh for the full value of shares favoring 

“Barakatullah electro Dynamics Limited” and crossed “Account payee only”. 

5. An application shall be sent by the applicant directly to the Company by 10/03/2011 so as to reach the Company 

by 19/03/2011. Applications sent after 10/03/2011 or received by the Company after 19/03/2011 will not 

be considered for allotment purpose. 

6. Refund against over-subscription shall be made in the currency in which the value of shares was paid for by the 

applicant at the same rate as stated on the application form through Account Payee cheque payable at Dhaka with 

bank account number, bank’s name and branch as indicated in the securities application form. 

7. In case of over-subscription, allotment shall be made by lottery solely in accordance with the instructions by 

SEC. 

8. Money receipt on clearance of draft or cheque, as the case may be, shall be sent by post to the applicant by the 

Company. 

9. Joint application by two persons will be acceptable. In such a case, allotment or refund shall be made to the first 

applicant. 

10. Application must be made by an individual, a corporation or company, a trust or a society and not by a firm, minor 

or persons of unsound mind. 

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

Forms are maintained with the Bankers to the Issue, refund amount of those applicants will be directly credited 

into the respective bank accounts as mentioned in their IPO Application Forms. Otherwise, refund will be made 

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

application payable at Dhaka or Chittagong, as the case may be. 

12. Making of any false statement in the application or supplying of incorrect information therein or suppressing any 

relevant information in the application shall make the Application liable to rejection and subject to forfeiture of 

application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer. The said 

forfeited Application money or share (unit) will be deposited in account specified by the Securities and Exchange 

Commission (SEC). This may be in addition to any other penalties as may be provided for by the law. 

13. The intending NRB applicants shall deposit share money by US$/UK Pound Sterling/EURO draft drawn on any 

Bank and payable in Dhaka, Bangladesh, or through a nominee by paying out of foreign currency deposit account 

maintained in Bangladesh or in Taka, supported by foreign currency encashment certificate issued by the concerned 

bank, for the value of securities applied for through crossed bank cheque marking “Account Payee only”. So that 

the issuer’s collecting bank can clear the proceeds and deposit the same into issuer bank’s account in time. 

14. The spot buying rate (TT Clean) in US$, UK Pound Sterling and EURO of Sonali Bank at the day of subscription 

opening will be applicable for the Non-Resident Bangladeshi (NRB) applicants. 

15. the applicant shall furnish photocopies of relevant pages of valid passports in support of his being 

a NrB, duel citizenship or of the foreign passport bearing an endorsement from the concerned 

Bangladeshi embassy to the effect that no visa is required for him to travel to Bangladesh. 

16. In case of joint NRB application joint applicants shall also submit supporting papers/documents in support of their 

being an NRB as mentioned in para-15 above. 

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

jointly with another person. In case an applicant makes more than two applications, all applications 

will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part 

of application money may be forfeited by the commission. 

18. No sale of securities shall be made nor shall any money be taken from any person, in connection with 

such sale until twenty five days after the prospectus have been published. 

tHe NrB APPLIcAtIoN ALoNG WItH tHe ForeIGN currNeNcY DrAFt, As ABoVe, Is to Be suBMItteD to 

tHe coMPANY’s corPorAte oFFIce DIrectLY WItHIN tHe stIPuLAteD tIMe MeNtIoNeD IN PArA 5. 

117 

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118 

�� 

PROSPECTUS 

ADDITIONAL DISCLOSURE BY THE AUDITOR AS PER REQUIREMENT BY 

THE SECURITIES AND EXCHANGE COMMISSION (SEC) 

sec Query No 1 

Detail calculation of weighted average number of shares outstanding during the year 

compliance with Query No 1 

earnings Per share (ePs): 

Basic Earnings Per Share: 

Weighted Average No. of Ordinery Share Outstanding as at 30 June 2010: 

Date of Allotment ordinery share 

Weighted no. of 

Days 

calculation 

Weighted Average No. 

of share 

01-07-2009 35,000,000.00 - - 35,000,000.00 

19-07-2009 20,000,000.00 342 =20000000*342/360 19,000,000.00 

17-09-2009 5,000,000.00 284 =5000000*284/360 3,944,444.44 

60,000,000.00 57,944,444.44 

Weighted Average No. of Ordinery Share Outstanding (a) 57,944,444 

Profit attributable to the ordinery shareholders (b) 102,053,354 

Basic Earnings per share (c=b/a) 1.76 


Break up of employee benefits as included in note 29.00A of the Audited Accounts for the year ended 30th June , 2010 


Break up of employee benefit as details below: 

Name Position Period Amount in tk. remarks 

Mr. Faisal Ahmed Chowdhury Chairman, Head of Planning & Business Development July’09 to June’10 1,980,000 Remuneration 

Mr. Gulam Rabbani Chowdhury Managing Director July’09 to June’10 1,980,000 Remuneration 

Mr. Md. Ahsanul Kabir Vice Chairman, Head of Administration July’09 to June’10 990,000 Remuneration 

Mr. Fahim Ahmed Chowdhury Director, Project Director July’09 to June’10 967,500 Remuneration 

Mr. Nayem Ahmed Chowdhury Director, Former Head of Administration July’09 to Oct ‘09 330,000 Remuneration 

Mr. Alimus Sadat Chowdhury Director, Head of Procurement Dec. ‘09 to June’10 140,000 Remuneration 

Mr. Md. Monsur Alam Chowdhury Director, Former Asstt. Head of Procurement July’09 to Nov ‘09 348,000 Remuneration 

Mr. Khijir Khan Director-Technical July’09 to June’10 1,200,000 Honorarium 

Mr. Muhammed Monirul Islam Chief Financial Officer & Company Secretary July’09 to June’10 1,222,200 Salary 

Mr. Abdullah Al Saiful Islam Plant Manager July’09 to June’10 1,076,900 Salary 

totAL 10,234,600 


Note 8.00 of the audited accounts shows amount of capital work-in-progress as Tk.178,74,36,095.00 as on 30.06.2009 which is 

shown as nil on 30.06.2010. Explain it. 


In note 8.00 of the audited accounts as on 30 June 2010 state that work in process is nil as on 30th June 2010 which was Tk. 

178,74,36,095.00 as on 30th June 2009 due to the said capital expenditure has been recognized and capitalized under plant & 

machinery and building & civil construction in current year. 

SEC Query No 4 

Confirm whether holding of the post of head of planning and business development by Mr. Faisal Ahmed Chowdhury, head of 

procurement by Mr. Alimus Sadat Chowdhury and Project director by Mr. Fahim Ahmed Chowdhury are in line with the section 104 of 

the Companies Act, 1994. 

Compliance with Query No 4 

Holding of the post of head of planning and business development by Mr. Faisal Ahmed Chowdhury, Mr. Md. Ahsanul kabir- head of 

administration, head of procurement by Mr. Alimus Sadat Chowdhury and Project director by Mr. Fahim Ahmed Chowdhury are in line 

with the section 104 of the Companies Act, 1994. 


02 December 2010 HAQUE SHAHALAM MANSUR & CO. 

Chartered Accountants



ADDITIONAL DISCLOSURE BY THE MANAGEMENT OF BARAKATULLAH 

ELECTRO DYNAMICS LIMITED AS REQUIRED BY 

THE DHAKA STOCK EXCHANGE LIMITED (DSE) 

Query-1: Pre-operating expenses not recognized as expenses when incurred 

Barakatullah Electro Dynamics Limited was incorporated on 26 June 2007 and started its commercial operation on 

24 October 2009. Pre-operating expenses amounting to Tk. 41,486,387 is the accumulated figures of all deferred 

expenses of revenue nature incurred between the date of incorporation and date of commercial operation. 

The Company has prepared its financial statements in compliance with the requirement of the Companies Act 1994. 

Since the Company is not a listed Company, the Company followed the requirement of Companies Act 1994 in recognizing 

pre-operating expenses. Para-M, Part-I, Schedule-XI of Companies Act 1994 permits deferral of administrative expenses 

which can reasonably be amortized over a certain period of time. Para-N, Part-I, Schedule-XI of Companies Act 1994 

also stipulates that if costs are deferred, those should be allocated on systematic basis to future accounting periods. 

The Board of Directors of the Company decided to defer the administrative expenses incurred between the date of 

incorporation and date of commercial operation and amortized over 15 years from the year of commercial operation 

[Amortization period and amortization expenses are disclosed in the notes 7 and 21 to the financial statements]. 

In the past, Securities and Exchange Commission has also allowed in some cases to recognize pre-operating expenses 

in accordance with the requirement of Para-M, Part-I, Schedule-XI of the Companies Act 1994. We refer the following 

prospectus in this regard for your perusal. 

o 

o 

o 

o 

Deshbandhu Polymer Limited 

BSRM Steels Limited 

Summit Power Limited 

Lafarge Surma Cement Limited 

Query-2: No Workers Participation Fund and Workers welfare Fund 

The Board of Directors of the Company is fully aware of the employees’ benefit stated in the Bangladesh Labor Act 

2006 and already introduced a Contributory Provident Fund recognized by the National Board of Revenue vide its 

letter no. dated 26 October 2010 (enclosed)and also implemented a 

Gratuity Fund for the employees with effect from 1 July 2010 which was disclosed in the note 33.00a to the audited 

financial statements. 

Since the Company is a capital intensive company rather than labor intensive, the Board of Directors of the Company 

found it impracticable to form Workers’ Profit Participations Fund in the initial stage of the Company. 

However, The Board of Directors of the company will be introducing a Workers’ Profit Participation Fund from January 

2011. 

Query-3: Wrong accounting treatment of advance payment of tax 

The Company made a Power Purchase Agreement (PPA) with Bangladesh Power Development Board (BPDB) agreeing 

to supply 51 MW net electrical power to BPDB for a period of 15 years. As per section 52N of the Income Tax Ordinance 

1984, at the time of payment to power rental company on account of purchase of rental power from the company, 

BPDB shall deduct tax @ 4% which shall be treated as final discharge of tax liability of the rental power company 

regarding the sale of such rental power. 

In accordance with the above section, income tax deducted at source by the BPDB amounting to Tk. 15,198,563 is the 

final discharge of tax liability and which is the ultimate tax expense of the Company for the current year. 

Income Tax paid under section 52N of the Income Tax Ordinance 1984 was presented under the head ‘General & 

Administrative expenses’ which is not an advance tax in nature rather current tax expenses of the Company and should 

have been presented under the head ‘Provision for tax’ in the Income Statement. This was an inadvertent mistake in 

presentation. 

sd/- 



Dated: 19 December 2010 

119 

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120 

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PROSPECTUS 

ADDITIONAL DISCLOSURE BY THE MANAGEMENT OF 

BARAKATULLAH ELECTRO DYNAMICS LIMITED 

Disclosure 1: Increase of Authorized capital 

The shareholders of the Company in its 6th extra ordinary general meeting held on 28 December 2010 unanimously approved 

to increase authorized capital of the company from Tk. 100 crore to Tk. 300 crore. The relevant clauses of Memorandum of 

Association & Articles of Association have been amended accordingly. RJSC certified copy of Special Resolution with related 

documents have been submitted to the Securities and Exchange Commission in this respect. 

Disclosure 2: Approval of stock Dividend 

The shareholders of the Company in its 3rd Annual General Meeting held on 28 December 2010 unanimously approved 10% 

stock dividend for the year ended 30 June 2010. Presently paid up capital of the company is Tk. 66 crore. RJSC certified 

copy of Return on Allotment with related documents have been submitted to the Securities and Exchange Commission in 

this regard. 

Sd/- 



Dated:20 January 2011

Prospectus of IPO - Chittagong Stock Exchange

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