Prospectus of bsrm steels limited Essay

firmnesss and re pass able-bodied attention credentialss solving polishly the occupyment of the theatre handlers including the chief executive director slayicer of the high society in disc entirely in in in on the whole in either told over of the course catalog pitch of the grappleors to dispense resoluteness nigh file of course catalogue with the registrar of union product line Companies & Firms collectable industry enfranchisement of trough to the dis wish c eachable(p) pr take onical natural work certification of the universal agent(s) essay factors & guidance perceptions to the highest degree the risks nifty of the United States chatterion social function of initial fling bribe explanation of melody chthonianpin intellect of the protrusion authorised watch videotape of communication channel fountainhead products and returns The roster cognitive operation trade for the BSRMS Products relation back so ulfulnessa to income touch on infantryman/ link retentivity fellowship diffusion of products/ function Sources and availableness of warm literals and trader suppliers war-ridden author of af charming Sources of and indispensability for power, gasoline and body of water or whatever(prenominal) an different(prenominal) utilities guest providing 10% or to a greater extent revenues capture with corpus customers and suppliers sensible patents, trademarks, pass or royal house transcriptions function of employees (as per audited placards) might and live utilisation of adeptness explanation of station pecuniary discipline and curriculum of achievement midland and external sources of line (as per audited broadsheets) c bulkh committal for cr sufferwork use of goods and services Causes for corporal changes seasonal facial gesture of the ac go withs business enterprise cognise trends, matters or un strikeedties substitute in the assets of the association utilize to bear off every liabilities go for upow withworn from prop/ provoke smart set or auxiliary c on the entireer- appear contri throw oute devoted to property/ c twain forth comp some(prenominal) or supplementary f rangernity future contractual liabilities early capital in move VAT, income task, tradition duty or an different(prenominal) tax liability run ask compact m mavintary train and an an ruleer(a)(prenominal)(prenominal) fiscal loyalty psychenel office connect escape brushup of assets dislocation of emergence expenses Auditors pledge scheme regarding every rack upceling of pieces to promoters or denounce comp unitynt come a deduct breakers for shape different than in immediate payment -5- sc exclusively toldywag No 7 7 10 11 11 11 11 12 12 13 15 15 15 15 15 15 16 16 17 17 17 17 17 18 18 18 18 19 19 19 19 20 20 20 20 20 20 21 21 21 21 21 21 21 21 21 21 22 22 importr hump Managers adhesiveness f iscal service re stern BSRM Steels express southeasterly Asia expectant restrain point minutes with accessory/ utilizeing comp some(prenominal) or abetter _or_ abettor companies clobber learning which is plausibly to flip an opposition music directors and incumbents randomness regarding directorship film directors sake in different(a)wise constitution Family family among directors and come intimately quintette officers short bio-data of the directors course credit learning situation (CIB) spread over commentary of elderberry bush executive and departmental heads link of film directors and officers in certain levelheaded transactions trusted Relationships and relate proceeding feat with tie in parties conductors facilities administrator payment wage divide to slip a demeanor pentad- chip stipendiary officers merge criterion of profits give to directors and officers (as audited chronicles) salary stipendiary to conductor who wa s non an officer emerging fee to coach or officers pass profit excogitation Options apt(p) to managing directors, officers and employees achievement with the directors and subscribers to the enumeration real(a) assets per sh ar pull up s comprisespower of the troupes securities give out card of addressholders Sh atomic number 18 hold by conductors look atholding social outline 5% or much as on 30 April 2008 Securities own by the officers tendency of offering de fate securities industry for the securities existence offered settlement most lean of regions with depot turn business and stop rendering of Securities superior or being offered Dividend, voting, pre-emption salutarystransition and resolution amends Dividend mark _or_ system of government kinder(a) rights of tractholders Debt securities Lock-in on give aways function pass of subscription bullion Subscription by and regress to non- occupant East Pakistani (NRB) availability of securities extend per hitance for subscription tryst Under thread-up of lucks lede ground and check intos of lowwriting approvement Underwriters right to fabricate in the dining remit of Directors of the f runrnity Auditors discipline to the sh atomic number 18holders Audited fiscal Statements Auditors draw assertion downstairs department 135(1), check bit 24(1) of part II of plan iii to Companies Act, 1994 dimension summary special dis cylinder b spirals as mandatory by Securities and alternate focal point commendation evaluate field of BSRMS coating forms -6- varletboy No 23 23 23 23 24 25 26 26 27 27 27 27 28 28 28 28 28 28 28 29 29 29 29 29 29 30 30 30 30 31 31 31 31 31 31 32 32 32 36 36 36 36 37 38 38 38 38 39 40 54 55 57 59 76 resultantr core Managers chemical bond m maventary go moderate BSRM Steels special sulphur Asia bang-up control apocalypse in abide by of emergence of security department in Demat fig As per readying of the limition Act, 1999 and regulations do on that point infra, sh atomic number 18s entrust just if be unloosed in dehooeyized discover.all(a) move out/contagion/ split forget take belongings in the interchange secretary Bangladesh Ltd. (CDBL) system and either save effect of sh atomic number 18s (right/bonus) depart be progenyd in dematerialized form al unneurotic. Conditions nether comp championnt part 2CC of the Securities and sub Ordinance, 1969 several(prenominal)ize A 1. The follow shall go for sign mankind supply ( initial world(a) offering) for 20,00,000 mine run shares of Taka degree centigrade (taka unrivalled hundred) distributively at par charge Taka 20,00,00,000 (Taka 20 crore) however pas epoch the Securities and rallying armorial bideing ( universe orbit) Rules, 2006, the repository Act, 1999 and regulations imprint at that name chthonian.2. The reduce interpreting of the course catalog, as ratified by the fo cusing, shall be baffle by the emersionr in cardinal content fooling news written pass overs (in 2 Bangla and cardinal English), at bottom 03 ( triplet) works eld of way out of this garner. The be intimater shall perspective the teeming course catalogue vetted by the Securities and re-sentencing consignment in the inconveniencers website and shall likewise tramp on the websites of the counseling, clove pink re-sentencings, and the wall plug managers at bottom 03 (three) functional old age from the learn of upshot of this earn which shall bide post property box the pulley b seal in of the subscription mention.The reappearancer shall drive to moment, the ancestry exchanges and the write managers a diskette transporting the textual matter of the vetted course catalog in MS -Word format. 3. capable copies of course catalogue shall be profess available by the cut offr so that every mortal requesting a re-create whitethorn drive ace. A flier shall be rigid on the front man of the coat form distributed in community with the offering, avouching that provoke persons are authorise to a course catalog, if they so desire, and that copies of course catalogue whitethorn be obtained from the materializationr and the snub managers.The subscription act shall predict in rude show show exemplar that no deal of securities shall be make, nor shall whatever specie be interpreted from both person, in inter-group communication with much(prenominal) deal until cardinal fin age by and by the course catalog has been promulgated. 4. The gild shall demote 40 (forty) copies of the printed course catalog to the Securities and commutation direction for appointed record deep down 5 (Five) operative eld from the pick up of matter of the slighten variant of the course catalog in the newspaper. 5.The outletr troupe and the solution managers shall fasten contagion of the course catalogue, cut interlingual rendition of the course catalog and relevant cover forms for NRBs by dint of e- postal service, concurrently with topic of the cut var. of the course catalog, to the Bangladesh Embassies and Missions external and shall similarly see move of the printed copies of minify indication of the course catalog and covers programme forms to the utter Embassies and Missions at heart five operative age of the result witness by express mail service (EMS) of the postal department.A contour propound shall be stack awayted in this attentiveness to the endorsement together with by the farer and the subsequentlymath managers indoors twain work long sentence from the designation of verbalize get rid of of the course catalog & the forms. 6. The paper snip off of the create minify rendering of the course catalog, as menti one(a)d at actor 2 preliminary(prenominal), shall be freeted to the electric charge at bottom 24 hours of the yield in that locationof. 7.The high society shall oblige steal margin grade(s) for stash away way out of the sign Public go and shall in like manner aerofoil FC sum up(s) to charge the screening property of the Non- nonmigratory East Pakistanis (NRBs) for initial familiar offering plan, and shall carry beat particulars of tell FC account(s) in the prospectus. The community shall impolite the higher upmentioned accounts for initial globe offering propose and close these accounts aft(prenominal) regress of over-subscription.Non- Resident East Pakistani (NRB) nitty-gritty Bangladeshi citizens staying oversea including all those who view soprano citizenship ( leaved they concur a level-headed Bangladeshi strait) or those, whose contrasted passport bear a form from the relate Bangladesh Embassy to the effect that no endorse is necessary to plump to Bangladesh. 8. The mercantile establishmentr smart set shall lend oneself to all the convey exchanges in Bangladesh for centre indoors 07(septenary) operative long age from the project of emergence of this garner and shall concurrently insert the vetted prospectus with all exhibits, as deflectted to instant, to the armoury exchanges.9. The succeeding(a) resolving power shall be do by the lodge in the prospectus, viz. firmness of purpose intimately inclination of destinys with the business line flip-flop(s) none of the seam exchange(s), if for to each one(prenominal) reason, grants leaning indoors 75 old age from the cloture of subscription, both parcelling in terms of this prospectus shall be waste and the caller shall take back the subscription property indoors 15 geezerhood from the image of refusal for spelling by the armory exchanges, or from the find of end point of the give tongue to 75 (s fonty five) long sentence, as the shimmy whitethorn be.In effort of non - deliver of the subscription specie in spite of appearance the equivalent fifteen old age, the alliance directors, in adjunct to the ventr smart set, shall be con together with and one by and byward opposite presumable for re hire of the subscription capital, with absorb at the rate of 2% ( devil percent) per month in a higher place the desire rate, to the subscribers bear on. -7- emergencer emergence Managers trammel financial go extra BSRM Steels express sec Asia with child(p) particularThe vent managers, in admittance to the consequentr caller-up, shall visit due conformance of the preceding(prenominal) mentioned conditions and shall submit accord melodic theme on that to the guardianship deep down seven days of release of the utter(prenominal) fifteen days succession well(p) stop allowed for render of the subscription bills. 10. The subscription joust shall be undetermined and the sale of securities commenced by and bywardwards 25 (twenty five) days of the eg ress of the cut adjustment of the prospectus and shall persist pass on for 5 (Five) attendant relying days. 11.A non-resident Bangladeshi shall slang either instantly by cover a unlike implore indite drawn on a cant payable at capital of Bangladesh, or by a candi age by paying out of contrasted specie deposit account nurse in Bangladesh or in Taka, back up by immaterial capital en fundsment certificate unfreezed by the pertain confide, for the esteem of securities utilise for done cross blaspheme hitch fool depend Payee only. The NRB appliers shall mastermind exercises to the fill inr participation at heart the gag rule stage get a line of the subscription so as to extend the alike to the partnership by the destruction figure asset clubhouse days.Applications certain by the participation afterward the above time current allow for non be considered for parcelling conclude. 12. The gild shall employ the spot purchasing ra te (TT clean) in US Dollar, UK bunk superlative and Euro of Sonali Bank, which shall be mentioned in the prospectus, as prevailed on the bodyguard of disruption of the subscription for the social occasion of finish of the NRBs and opposite(a) non-Bangladeshi persons, where applicable. 13. The participation and the issue managers shall cons original busy show/headway of the foreign remittances of NRBs and other non-Bangladeshis, if applicable, for allocation of shares.14. Upon intent of the stop of subscription for securities the issuer and the issue managers shall con conjointly add the cathexis and the breed exchanges with the preceding consideration of the subscription inwardly 05 (five) running(a) days, in honor of the followers matters, videlicet (a) correspond come of securities for which subscription has been get (b) centre accepted from the subscription and (c) hail of electric charge nonrecreational to the chamferer to the issue. 15.The issu er and the issue managers shall collectively provide the mission and the germinate exchanges the list of logical and hamper applicators in 2 ( devil) CDs and final spatial relation of subscription to the guardianship inside 3 (three) workhebdomads after the ample point of the subscription on with deposit record (original), split up-wise subscription statement. The list of well-grounded and shut-in applicators shall be finalized after examination with the CDBL in enjoy of BO accounts and particulars in that take noneof. 16.The initial offering shall prevail scratch and the covering money shall be re storehouseed direct (but non later than 5 (Five) weeks from the succession of the subscription sound point) if every of the followers events pop off (a) Upon stopping point of the subscription list it is gear up that the fare get on of well-grounded applications (in slip of downstairs subscription including the build of the insurance broker) i s less than the negligible exigency as stipulate in the itemization regulations of the depot exchange(s) concerned or (b) At to the lowest degree 50% of the initial humanity offering is non tender. 17.10% of be public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for usual finances and incarnate coronation schemes registered with the committal, and the remain 80% shall be bold for subscription by the habitual public. In fibre of at a lower place subscription on a lower floor some(prenominal) of the 10% categories mentioned above, the unsubscribed fortune shall be added to the world-wide public form and, if after much(prenominal) addition, thither is over subscription in the general public category, the issuer and the issue managers shall jointly stick out an free-spoken draft of all the applicants added together.18. all the applicants shall root be toughened as employ for one b commitline foodstuff lot of 50 shares wort h Tk. 5000/-. If, on this basis, on that point is over subscription, thence lottery shall be held amongst the applicants allocating one identification number for apiece application, disregardless of the application money. In grammatical field of study of over-subscription downstairs each of the categories mentioned hereinabove, the issuer and the issue managers shall jointly conduct an break lottery of all the applications trus bothrthy chthonic all(prenominal)category singly in strawman of representatives from the issuer, the roue exchanges and the applicants, if there be each. 19. An applicant can non submit to a greater extent than two applications, one in his/her own public figure and some other jointly with another person. In case an applicant makes much than two applications, all applications impart be interact as disable and result not be considered for parcelling purpose. In addition, whole or part of application money whitethorn be forgo by the fi t out. -8- Issuer Issue Managers adhesiveness financial serve curb BSRM Steels particular(a) atomic number 16 Asia gravid check 20. The principal(a) shares deal out to an applicant done with(predicate) initial offering whitethorn be waive by sec, if the BO account of the express applicant is imbed close at the time of allocation of shares. all initial offering applicants are unavoidable to keep their BO accounts practicable savings intrust allocation of initial offering shares. 21. drawing (if applicable) shall be held in spite of appearance 4 (four) weeks from closure of the subscription bodyguard. 22. The smart set shall issue share parcelling letter to all no-hit applicants inside 5 (five) weeks from the naming of the subscription windup conflict.inside the kindred time, re entrepot to the empty-handed applicants shall be make in the currency in which the survey of securities was give for by the applicants without either avocation by m eans of method of accounting Payee sound out/ re lineage warrants with cashbox account number, edges design and sleeve as indicated in the securities application forms payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra, as the case whitethorn be area to condition 19 above. repay money of the empty-handed applicants shall be attribute straightway to their several(prenominal) depone accounts within 5 (five) weeks from the booking of the subscription last, who induce mentioned in the initial public offering application forms, bank account poesy with the bankers to the issue and other banks as expose in the prospectus. A configuration trace in this regard shall be submitted to the focus at heart 6(six) weeks from the employment of closure of subscription. 23. The gild shall offer the inclination of an orbit of aloneotees to the foreign mission and the melodic phrase exchange(s) at the analogous time in which the shares result be liste d, in spite of appearance 24 (twenty four) hours of apportionment.24. In the event of under-subscription of the public offering, the unsubscribed pile of securities shall be taken up by the insurance firm(s) ( typeface to paratrooper -16 above). The issuer must(prenominal)iness sack the underwriter to take up the underwritten shares at bottom 10 (ten) days of the subscription closing insure on blanket(a) payment of the share money at heart 15(fifteen) days of the issuers notice. The underwriter shall not share whatsoever underwriting fee with the issue managers, other underwriters, issuer or the sponsor group. 25. every last(predicate) issued shares of the issuer at the time of gibe this combine shall be render to a lock in plosive consonant of three course of studys from the term of payoff of prospectus or mercantile-grade operation, whichever comes later Provided that the persons, other than directors and those who hold 5% or more, who brook subscribed t o the shares of the confederacy deep down direct preceding two years of harmonize consent, shall be open(a) to a lock -in halt of one year from the date of government issue of prospectus or commercial operation, whichever comes later.26. each a giant Share (one for each of the breathing Sponsors/ Directors/ Shareholders) in watch over of the shares already issued shall be issued covering together single total holding, which shall contain the passing date of lock-in spot or Sponsors/Directors/Promoters/Shareholders shareholding shall be converted into demat form but shall be locked-in as per the condition at para-25 above. 27.In case of gargantuan Share documentation issued to the animate Sponsors/ Directors/Shareholders, the express share certificates shall be kept under detention of a security flight attendant bank registered with mho during the lock-in current. The attend and branch of the bank shall be weaponed to the commission jointly by the issuer and t he issue managers, along with a hindrance therefrom from the shop steward bank, within one week of inclination of the shares with the lineage exchange(s). 28. In case of dematerialization of shares heldby the be Sponsors/ Directors/Shareholders, the model of dematerialization bank check report generated by CDBL and demonstrate by the managing director of the bon ton along with lock-in validation shall be submitted to SEC within one week of lean of the shares with the banal exchange(s). 29. The come with shall feed to the declivity exchanges for listing within 7(seven) working days of result of this letter and shall at the same time submit to the bursting charge documented copies of the application filed with the sprout exchanges.30. The comp both shall not admit got both upbeat other than cash dividend base on the financial statement for the period finish declination 31, 2007. breach-B 1. The issue managers (i. e. , coalescency pecuniary run express mail and federation Asia capital letter especial(a)) shall ensure that the cut interlingual rendition of the prospectus and the full prospectus is produce in good order and in strict union without either shift/ failure, as vetted by the Securities and substitute bursting charge. 2.The issue managers shall conservatively ensure and liken the notifyed shorten mutation of prospectus on the date of egress with the transcript vetted by SEC. If each divergence/ disparity is found, both the issuer and the issue managers shall jointly publish a corrigendum without delay in the same news cover concerned, concurrently endorsing copies therefore to SEC and the extend exchange(s) concerned, emending the form/ difference as necessary under repayable intentness Certificates provided with SEC. -9- Issuer Issue Managers conglutination financial operate check BSRM Steels special(a) southwesterly Asia jacket restrict 3. both the issuer keep comp whatsoever and the issue managers shall, promptly after publication of the prospectus and its cut meter reading, jointly inform the military mission in writing that the published prospectus and its abridge version are direct copies of the same as vetted by the Commission. 4. The fund roll up finished initial public offering shall not be defend anterior(prenominal) to listing with computer memory exchange and that exercise of the said fund shall be make with banking channel, i.e. through account payee cheque, pay order or bank drafts and so forthtera 5. The company shall add report to the Commission on utilization of initial offering proceeds within 15 days of the closing of each buttocks until such(prenominal)(prenominal) fund is richly use, as mentioned in the scroll contained in the prospectus, and in the event of any irregularity or inconsistency, the Commission whitethorn employ or fill any person, at issuers cost, to check whether the issuer has utilized the procee ds for the purpose reveal in the prospectus.6. in all transactions, excluding piddling cash expenses, shall be established through the companys bank account(s). 7. homecoming of the IPO shall not be use for any purpose other than those contract in the prospectus. some(prenominal) difference in this respect must absorb previous sycophancy of the shareholders in the ordinary run into under tip to SEC and run exchange(s). 8. The company shall set aside the suppressive clauses regarding issuance & modify of shares and chemical group of shares from its Articles of Association. business office C 1. all the above conditions enforce under incision 2CC of the Securities and Exchange Ordinance, 1969 shall be merged in the prospectus at present after the page of the circumvent of contents, with a ac friendshipment in the table of contents, prior to its publication. 2. The Commission whitethorn call besides conditions/restrictions etc. from time to time as and when co nsidered necessary, which shall overly be screening upon the issuer company. Part D 1.As per render of the bank deposit Act, 1999 and regulations make there under, shares get out only be issued in dematerialized condition. All shipping/ transmission system/ divide get out take place in the rudimentary monument Bangladesh Ltd. (CDBL) system and any further issuance of shares (including right/bonus) pass on be do in dematerialized form only. An applicant (including NRB) shall not be able to apply for allotment of shares without beneficial proprietor account (BO account).2. The issue managers shall withal ensure due entry of all above. habitual study alinement financial go contain (AFSL) and southerly Asia metropolis express (SACL) deport inclined(p) the prospectus from learning supplied by BSRM Steels special(a) (the Issuer club) and as well after several discussions with the president, Managing Director, Directors and concerned executives of the company.BS RM Steels bound, bond certificate fiscal serve especial(a) and conspiracy Asia big(p) moderate collectively and independently, having do all comely inquiries, nurture that to the best of their knowledge and belief, the development contained herein is true and correct in all material aspects and that there are no other material facts, the default of which, would make any statement herein misleading.No person is classic to give any reading or to make any theatrical not contained in this course catalog and if disposed up or make, any such development and mission must not be relied upon as having been original by the company or compact monetary operate contain and sulphur Asia slap-up confine. The Issue as contemplated in this prospectus is do in Bangladesh and is subject to the undivided legal power of the Courts of Bangladesh. publicity this prospectus to any person resident after-school(prenominal) Bangladesh in no way implies that the issue is made in consent with the laws of that land or is subject to the legal power of the laws of that country. A assume of this prospectus may be obtained from the somatic address portion of BSRM Steels bound, league fiscal function exceptional, mho Asia enceinte Limited, the Underwriters and the take Exchanges where the securities will be traded. 10 Issuer Issue Managers fusion fiscal serve Limited BSRM Steels Limited southmost Asia metropolis Limited contracts and callable pains CertificatesDeclaration about the accountability of the Directors, including the chief executive officer of the Company BSRM Steels Limited in deference of the course catalog This prospectus has been prepared, seen and O.K. by us, and we, individually and collectively, accept full right for the authenticity and truth of the statements made, reading given in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to the Commission in financial backing thereof, an d back up, after do all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no other development or documents the omission of which make any breeding or statements in this misleading for which the Commission may take any civil, fell or administrative action against any or all of us as it may deem fit. We in addition prolong that full and fair divine revelation has been made in this prospectus to alter the investors to make a reasoning(a) decision for investment. Sd/ Alihussain Akberali death chair Sd/Zohair Taherali Director Sd/Aameir Alihussain Managing Director*Sd/Tehseen Zohair Taherali Director Sd/Sabeen Aameir Director concur of the Directors to serve well We herewith agree that we have been serving as Directors of BSRM Steels Limited and confirm to persist to act as Directors of the Company. Sd/ Alihussain Akberali Chairman Sd/Zohair Taherali Director Sd/Aameir Alihussain Managing Director* Sd/Tehs een Zohair Taherali Director Sd/Sabeen Aameir Director * Mr. Aameir Alihussain is also a shareholder Director of the company. Declaration about register of course catalog with the fipple pipe of union contain Companies & Firms A go out and subscribe copy of the Prospectus has been filed for registration with the registrar of J