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“Investment in capital market involves certain degree of risks. The investors are required to
read the prospectus and risk factors carefully, assess their own financial conditions and risk
taking ability before making their investment decisions.”
PUBLIC ISSUE OF 35,000,000 ORDINARY SHARES
ISSUE DATE OF THE PROSPECTUS: [.]
OFFER PRICE OF THE SECURITIES TK 10.00 EACH AT PAR,
TOTAL SIZE OF FUND TO BE RAISED TK. 350,000,000.00
Opening and Closing Date of Subscription:
Opening date of Subscription: ……………………….
Closing date of Subscription: ………………………
PROSPECTUS
Name of the Issuer
BEKA GARMENTS AND TEXTILE LIMITED
Name of Issue Manager
Shahjalal Equity Management Limited
BD Finance Capital Holdings Limited
[
Prospectus of Beka Garments and Textile Limited Page | 2
(a) Preliminary Information and Declarations:
i) Name(s), address(s), telephone number(s), web address(s), e-mail(s), fax number(s) and contact persons of the
issuer, issue manager(s), underwriter(s), auditors, credit rating Company and value, where applicable;
ISSUER:
Name & Address Contact Person Telephone & Fax Number,
Email, Web Address
Beka Garments and Textile Limited
PMP Plaza, 14, Kemal Ataturk Avenue,
Banani C/A, Dhaka-1213, Bangladesh
Boby N Diaz
Managing Director
Tel: +880-2-9881381-83,
+880 2 9820168-69
Fax: +880-2-8823274
Email: [email protected]
Website: www.bekagarmentltd.com
ISSUE MANAGER:
Name & Address Contact Person Telephone & Fax Number,
E-mail, Web Address
Shahjalal Equity Management Limited
Al -Razi Complex, Suite# 901 (9th Floor),
Block-C, 166-167, Shaheed Syed Nazrul
Islam Sarani, Dhaka-1000, Bangladesh
Md. Mohiuddin Mollah
Chief Executive Officer
Phone: +88 02 55111680-681
Fax: +88 02 55111682
E-mail: [email protected]
Web: www.shahjalalequity.com
BD Finance Capital Holdings Limited
64,Motijheel C/A (2nd floor), Dhaka-1000,
Bangladesh
Mr. Barun Prasad Paul
Managing Director & CEO (CC)
Phone: +88 02-9588186-7,
Fax: +88 02-9588185
E-mail: [email protected]
Web: www.bdcapital.com.bd
UNDERWRITERS:
Name & Address Contact Person Phone & Fax Number, E-mail,
Web Address
Shahjalal Equity Management Limited
Al -Razi Complex, Suite# 901 (9th Floor),
Block-C, 166-167, Shaheed Syed Nazrul
Islam Sarani, Dhaka-1000,Bangladesh
Md. Mohiuddin Mollah
Chief Executive Officer
Phone: +88 02 55111680-681
Fax: +88 02 55111682
E-mail: [email protected]
Web: www.shahjalalequity.com
BD Finance Capital Holdings Limited
64,Motijheel C/A (2nd floor), Dhaka-1000,
Bangladesh
Mr. Barun Prasad Paul
Managing Director & CEO (CC)
Phone: +88 02-9588186-7,
Fax: +88 02-9588185
E-mail: [email protected]
Web: www.bdcapital.com.bd
AUDITOR:
Name & Address Contact Person Telephone & Fax Number, E-mail, Web
Address
Shiraz Khan Basak & Co.
R.K Tower( Level-10) 86, Bir Uttam C.R
Datta Road (312,Sonargaon), Dhaka-1205
Ramendra Nath Basak,
FCA Partner
Phone: Tel: +88-02-9635139
Fax: +88-02-8621575
Email: [email protected]
The Company has no involvement with Valuer, Credit rating is not applicable for the issuer
ii) A person interested to get a prospectus may obtain from the issuer and the issue manager.
iii) "If you have any query about this document, you may consult the issuer, issue manager and underwriter”
Prospectus of Beka Garments and Textile Limited Page | 3
(IV) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO
THE ISSUE OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND
THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. 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, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY
SECRETARY, ISSUE MANAGER, ISSUE MANAGER’S CHIEF EXECUTIVE OFFICER, UNDERWRITERS,
AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY)."
(V) “RISKS IN RELATION TO THE FIRST ISSUE”
"THIS BEING THE FIRST ISSUE OF THE ISSUER, THERE HAS BEEN NO FORMAL MARKET FOR THE
SECURITIES OF THE ISSUER. THE FACE VALUE OF THE SECURITIES IS TK. 10.00 (TEN) AND THE ISSUE
PRICE IS TK. 10.00 (TEN) EACH I.E. OF THE FACE VALUE. THE ISSUE PRICE HAS BEEN DETERMINED AND
JUSTIFIED BY THE ISSUER AND THE ISSUE MANAGER AS STATED UNDER THE PARAGRAPH ON
“JUSTIFICATION OF ISSUE PRICE” SHOULD NOT BE TAKEN TO BE INDICATIVE OF THE MARKET PRICE OF
THE SECURITIES AFTER LISTING. NO ASSURANCE CAN BE GIVEN REGARDING AN ACTIVE OR SUSTAINED
TRADING OF THE SECURITIES OR THE PRICE AFTER LISTING."
(VI) “GENERAL RISK”
"INVESTMENT IN SECURITIES INVOLVES A DEGREE OF RISK AND INVESTORS SHOULD NOT INVEST ANY
FUNDS IN THIS OFFER UNLESS THEY CAN AFFORD TO TAKE THE RISK OF LOSING THEIR INVESTMENT.
INVESTORS ARE ADVISED TO READ THE RISK FACTORS CAREFULLY BEFORE TAKING AN INVESTMENT
DECISION IN THIS OFFER. FOR TAKING AN INVESTMENT DECISION, INVESTORS MUST RELY ON THEIR OWN
EXAMINATION OF THE ISSUER AND THE OFFER INCLUDING THE RISKS INVOLVED. THE SECURITIES HAVE
NOT BEEN RECOMMENDED BY THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (BSEC) NOR
DOES BSEC GUARANTEE THE ACCURACY OR ADEQUACY OF THIS DOCUMENT. SPECIFIC ATTENTION OF
INVESTORS IS INVITED TO THE STATEMENT OF ‘RISK FACTORS’ GIVEN ON PAGE NUMBER(S) 108-112.”
(VII) “THE BEKA GARMENTS AND TEXTILE LIMITED ’S ABSOLUTE RESPONSIBILITY”
"THE ISSUER, HAVING MADE ALL REASONABLE INQUIRIES, ACCEPTS RESPONSIBILITY FOR AND
CONFIRMS THAT THIS PROSPECTUS CONTAINS ALL MATERIAL INFORMATION WITH REGARD TO THE
ISSUER AND THE ISSUE, THAT THE INFORMATION CONTAINED IN THE PROSPECTUS ARE TRUE, FAIR AND
CORRECT IN ALL MATERIAL ASPECTS AND ARE NOT MISLEADING IN ANY RESPECT, THAT THE OPINIONS
AND INTENTIONS EXPRESSED HEREIN ARE HONESTLY HELD AND THAT THERE ARE NO OTHER FACTS,
THE OMISSION OF WHICH MAKE THIS DOCUMENT AS A WHOLE OR ANY OF SUCH INFORMATION OR THE
EXPRESSION OF ANY SUCH OPINIONS OR INTENTIONS MISLEADING IN ANY MATERIAL RESPECT."
Prospectus of Beka Garments and Textile Limited Page | 4
(b) Availability of Prospectus:
I. Names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses and names of contact persons of
the institutions where the Prospectus and Abridged Version of Prospectus are available in hard and soft forms;
The Prospectus and Abridge Version of the Prospectus in hard and soft forms of Beka Garments and Textile Limited shall
be obtained from the following address:
ISSUER
Name & Address Contact Persons Telephone & Fax Number, E-mail, Web
Address
Beka Garments and Textile Limited
PMP Plaza, 14, Kemal Ataturk Avenue,
Banani C/A, Dhaka-1213, Bangladesh
Boby N Diaz
Managing Director
Tel: +880-2-9881381-83, +880 2
9820168-69
Fax: +88-02-8823274
Email: [email protected]
Web: www.bekagarmentltd.com
ISSUE MANAGER
Name & Address Contact Person Telephone & Fax Number, E-mail, Web
Address
Shahjalal Equity Management Limited
Al-Razi Complex, Room# 901(9th Floor),
Block-C, 166-167 Shaheed Syed Nazrul
Islam Sarani, Dhaka-1000, Bangladesh
Md. Mohiuddin Mollah
Chief Executive Officer
Phone: +88 02 55111680-681
Fax: +88-02-55111682
E-mail: [email protected]
Web: www.shahjalalequity.com
BD Finance Capital Holdings Limited
64,Motijheel C/A (2nd floor), Dhaka-1000,
Bangladesh
Mr. Barun Prasad Paul
Managing Director & CEO (CC)
Phone: +88 02-9588186-7,
Fax: +88 02-9588185
E-mail: [email protected]
Web: www.bdcapital.com.bd
STOCK EXCHANGES
Name & Address Contact person Telephone & Fax Number,
E-mail, Web Address
Dhaka Stock Exchange Limited
DSE Library, 9/F Motijheel C/A, Dhaka-
1000, Bangladesh
Afzalur Rahaman
Manager
Tel: +88-02-9564601,9576210-18
Fax: +88-02-9564727, +88-02-9569755
E-mail: [email protected]
Web: www.dsebd.org
Chittagong Stock Exchange Limited
CSE Library, CSE Building, 1080, Sheikh
Mujib Road Agrabad, Chittagong- 4100.
Mohammed Jabed
Sarwar
Assistant Manager
Tel: 031-714632-3
Fax: 031-714101
E-mail: [email protected]
Web: www.cse.com.bd
The Prospectus would also be available on the websites of BSEC (www.sec.gov.bd) at the Public Reference Room of the
Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.
II.Name and dates of the Newspapers where abridge version of prospectus was published:
Sl. No Name of the Newspaper Date of Publication
Prospectus of Beka Garments and Textile Limited Page | 5
DEFINITIONS AND ACRONYMS/ELABORATIONS
Unless the context otherwise indicates, requires or implies, the following terms shall have the meanings set forth below in this
Information Memorandum. References to statutes, rules, regulations, guidelines and policies will be deemed to include all
amendments and modifications notified there to.
Acronyms Elaboration
A
AGM Annual General Meeting
ALLOTMENT Letter of Allotment Of Shares
“ARTICLES” OR “ARTICLES OF
ASSOCIATION” OR “AOA”
The Articles of Association of Beka Garments and Textile Limited as amended
B
“Board” or “Board or Directors” or “our
Board”
The Board of Directors of Beka Garments and Textile Limited as
duly constituted from time to time including any committees thereof
BGTL Beka Garments and Textile Limited
BGMEA Bangladesh Garments Manufacturers and Exporters Association
BKMEA Bangladesh Knitwear Manufacturers and Exporters Association
BO A/C Beneficiary Owner’s Account
BDT Bangladeshi Taka
BB Bangladesh Bank
BBA Bachelor of Business Administration
BSA Bangladesh Standards on Auditing
BOI Board of Investment
BSEC Bangladesh Securities and Exchange Commission
BDFCL BD Finance Capital Holdings Limited
C
CC Current Charge
CIB Credit Information Bureau
CERTIFICATE Share Certificate
COMMISSION Bangladesh Securities and Exchange Commission
COMPANIES ACT Companies Act, 1994
CS Company Secretary
CSE Chittagong Stock Exchange Limited
CDBL Central Depository Bangladesh Limited
CEO Chief Executive Officer
CFO Chief Financial Officer
COMPANY Beka Garments and Textile Limited
D
DSE Dhaka Stock Exchange Limited
E
EIs Eligible Investors
EPB Export Promotion Bureau
E-Mail Electronic Mail
EFT Electronic Fund Transfer
EPS Earnings Per Share
EXCHANGES Stock Exchanges
EU European Union
EPB Export Promotion Bureau
F
FC A/C Foreign Currency Account
FDR Fixed Deposit Receipt
FOB Free on Board
FY Fiscal Year
G
GBP Great Britain Pound
GSP Global System of Preference
GP General Public
GOB Government of Bangladesh
I
IAS International Accounting Standards
IS International Standards
IFRS International Financial Reporting Standards
ICAB The Institute of Chartered Accountants of Bangladesh
ISSUE MANAGER Shahjalal Equity Management Limited and BD Finance Capital Holdings
Limited
Prospectus of Beka Garments and Textile Limited Page | 6
Acronyms Elaboration
ISSUER Beka Garments and Textile Limited
IPO Initial Public Offering
K
KRA Key Result Area
L
L/C Letter of Credit
M
MP Market Price
MD Managing Director
MS -Word Microsoft Word
“Memorandum” or “ Memorandum of
Association” or “MOA”
The Memorandum of Association of Beka Garments and Textile Limited ; as
amended
MBA Masters of Business Administration
M.COM Master of Commerce
M.SC Master of Science
MA Masters of Arts
N
NBR National Board of Revenue
NAV Net Asset Value
NRB Non-Resident Bangladeshi
NBFI Non-Banking Financial Institution
O
OFFERING PRICE Price of the Share of BGTL being offered
OUR COMPANY Beka Garments and Textile Limited
P
PE Price to Earnings
PE-RATIO Price Earnings Ratio
R
RMG Ready Made Garments
R & D Research & Development
RJSC Registrar of Joint Stock Companies and Firms
REGISTERED OFFICE Registered Office of BGTL
RULES Bangladesh Securities and Exchange Commission (Public Issue) Rules-2015
S
SECURITIES MARKET The Share Market of Bangladesh
SC Share Certificate
STD ACCOUNT Short Term Deposit Account
SUBSCRIPTION Application Money
SPONSORS The Sponsors Shareholders of BGTL
STOCKHOLDER Shareholder
SEML Shahjalal Equity Management Limited
T
TAKA/TK./BDT Bangladeshi Taka
The Company/ Issuer/BGTL Beka Garments and Textile Limited
TT Telephonic Transfer
TIN Tax Identification Number
U
USD United States Dollar
UK POUND United Kingdom Pound
V
VAT Value Added Tax
W
WPPF Workers Profit Participation Fund
WDV Written Down Value
Prospectus of Beka Garments and Textile Limited Page | 7
TABLE OF CONTENTS
CHAPTER NO. PARTICULARS PAGE NO
CHAPTER
I
EXECUTIVE SUMMARY: 16
(a) About the industry 17
(b) About the Issuer 18
(c) Financial Information 19
(d) Features of the issue and its objects 19
(e) Legal and other Information 19
(f) Promoters’ background 20
(g) Capital structure and history of capital raising 20
(h) Summary of Valuation Report of Securities 21
(i) Others 21
CHAPTER II CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER 22-26
CHAPTER III DECLARATION AND DUE DILIGENCE CERTIFICATES. 27-32
ANNEXURE-A Declaration about the responsibility of the Directors, including the Managing Director
of BEKA Garments And Textile Limited in respect of Prospectus.
28
ANNEXURE-B Due Diligence Certificate by the Issue Manager 29-30
ANNEXURE-C Due Diligence Certificate by the Underwriter(s) 31-32
CHAPTER IV ABOUT THE ISSUER 33-34
(a) Name of the issuer, dates of incorporation and commencement of its commercial
operations, its logo, addresses of its registered office, other offices and plants, telephone
number, fax number, contact person, website address and e-mail address.
34
(b) The names of the sponsors and directors of the issuer. 34
(c) The name, logo and address of the auditors and registrar to the issue, along with their
telephone numbers, fax numbers, contact persons, website and e-mail addresses.
34
(d) The name(s) of the stock exchanges where the specified securities are proposed to be
listed.
34
CHAPTER V CORPORATE DIRECTORY OF THE ISSUER 35-36
CHAPTER VI DESCRIPTION OF THE ISSUER 37-
(A) Summary:
(i) The summary of the industry and business environment of the issuer. 38
(ii) Summary of consolidated financial, operating and other information. 38
(B) General Information:
(i) Name and address, telephone and fax numbers of the registered office, corporate head
office, other offices, factory, business premises and outlets of the issuer
39
(ii) The board of directors of the issuer 39
(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the
chairman, managing director, whole-time directors, etc. of the issuer
39
(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO,
Company secretary, legal advisor, auditors and compliance officer
40
(v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses
and e-mail addresses of the issue manager(s), registrar to the issue etc.
40
(vi) The following details of credit rating, where applicable 40
(vii) Following details of underwriting:
a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail
addresses of the underwriters and the amount underwritten by them.
40
b) Declaration by the underwriters that they have sufficient resources as per the
regulatory requirements to discharge their respective obligations.
40
c) Major terms and conditions of the underwriting agreements. 41
(C) Capital Structure:
(i) Authorized, issued, subscribed and paid-up capital (number and class of securities,
allotment dates, nominal price, issue price and form of consideration).
41
(ii) The size of the present issue, with a break-up (number of securities, description, nominal
value and issue amount).
42
(iii) Paid up capital before and after the present issue, after conversion of convertible
instruments (if any) and share premium account (before and after the issue).
42
(iv) Category wise shareholding structure with percentage before and after the present issue
and after conversion of convertible instruments (if any).
42
(v) Where shares have been issued for consideration in other than cash at any point in time, 42
Prospectus of Beka Garments and Textile Limited Page | 8
details in a separate table, indicating the date of issue, persons to whom those are issued,
relationship with the issuer, issue price, consideration and valuation thereof, reasons for
the issue and whether any benefits have been accrued to the issuer out of the issue.
(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition
scheme, details of such scheme and shares allotted.
45
(vii) Where the issuer has issued equity shares under one or more employee stock option
schemes, date-wise details of equity shares issued under the schemes, including the price
at which such equity shares were issued.
45
(viii) If the issuer has made an issue of specified securities at a price lower than the issue price
during the preceding two years, specific details of the names of the persons to whom such
specified securities have been issued, relation with the issuer, reasons for such issue and
the price thereof
45
(ix) The decision or intention, negotiation and consideration of the issuer to alter the capital
structure by way of issue of specified securities in any manner within a period of one year
from the date of listing of the present issue.
45
(x) The total shareholding of the sponsors and directors in a tabular form, clearly stating the
names, nature of issue, date of allotment, number of shares, face value, issue price,
consideration, date when the shares were made fully paid up, percentage of the total pre
and post issue capital, the lock-in period and the number and percentage of pledged
shares, if any, held by each of them.
45
(xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate
number of specified securities purchased or sold or otherwise transferred by the sponsor
and/or by the directors of the issuer and their related parties within six months
immediately preceding the date of filing the prospectus.
46
(xii) The name and address of any person who owns, beneficially or of record, 5% or more of
the securities of the issuer, indicating the amount of securities owned, whether they are
owned beneficially or of record, and the percentage of the securities represented by such
ownership including number of equity shares which they would be entitled to upon
exercise of warrant, option or right to convert any convertible instrument.
46
(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and
all other officers or employees as a group, indicating the percentage of outstanding shares
represented by the securities owned.
46
(D) Description of Business:
(i) The date on which the issuer Company was incorporated and the date on which it
commenced operations and the nature of the business which the Company and its
subsidiaries are engaged in or propose to engage in
46
(ii) Location of the project 46
(iii) Plant, machinery, technology, process, etc. 46
(iv) Details of the major events in the history of the issuer, including details of
capacity/facility creation, launching of the plant, products, marketing, change in
ownership and/or key management personnel etc.
47
(v) Principal products or services of the issuer and markets for such products or services.
Past trends and future prospects regarding exports (if applicable) and local market,
demand and supply forecasts for the sector in which the product is included with a source
of data
47
(vi) If the issuer has more than one product or service, the relative contribution to sales and
income of each product or service that accounts for more than 10% of the Company’s
total revenues
48
(vii) Description of associates, subsidiary and holding Company of the issuer and core areas of
business thereof
48
(viii) How the products or services are distributed with details of the distribution channel
Export possibilities and export obligations if any
48
(ix) Competitive conditions in business with names, percentage, and volume of market shares
of major competitors
48
(x) Sources and availability of raw materials, names and addresses of the principal suppliers
and contingency plan in case of any disruption
49
(xi) Sources of, and the requirement for, power, gas, and water. or any other utilities and
contingency plan in case of any disruption
49
(xii) Names, address(s), telephone number, web address, e-mail and fax number of the
customers who account for 10% or more of the Company’s products /services with
amount and percentage thereof
50
(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the 50
Prospectus of Beka Garments and Textile Limited Page | 9
suppliers from whom the issuer purchases 10% or more of its raw material/ finished goods
with amount and percentage thereof
(xiv) Description of any contract which the issuer has with its principal suppliers or customers
showing the total amount and quantity of transaction for which the contract is made and
the duration of the contract. If there is not any such contract, a declaration is to be
disclosed duly signed by CEO/MD, CFO and Chairman behalf of Board of Directors
50
(xv) Description of licenses, registrations, NOC and permissions obtained by the issuer with
the issue, renewal and expiry dates
50
(xvi) Description of any material patents, trademarks, licenses or royalty agreements 51
(xvii) Number of total employees and number of full-time employees 51
(xviii) A brief description of the business strategy 51
(xix) A table containing the existing installed capacities for each product or service, capacity
utilization of these products or services in the previous years, projected capacities for
existing as well as proposed products or services and the assumptions for future capacity
utilization for the next three years in respect of existing as well as proposed products or
services. If the projected capacity utilization is higher than the actual average capacity
utilization, the rationale to achieve the projected levels.
51
(E) Description of Property
(i) Location and area of the land, building, principal plants and other property of the
Company and the condition thereof
52
(ii) Whether the property is owned by the Company or taken on lease. 52
(iii) Dates of purchase, last payment date of current rent (খাজনা) and mutation date of lands,
deed value and other costs including details of land development cost, if any and current
use thereof
52
(iv) The names of the persons from whom the lands have been acquired/ proposed to be
acquired along with the cost of acquisition and relation, if any, of such persons to the
issuer or any sponsor or director thereof
52
(v) Details of whether the issuer has received all the approvals pertaining to the use of the
land if required
52
(vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge
on the property, with the name of the mortgagee
52
(vii) If the property is taken on the lease, the expiration dates of the lease with the name of
the lessor, principal terms and conditions of the lease agreements and details of payment
53
(viii) Dates of purchase of plant and machinery along with seller’s name, address, years of sale,
a condition when purchased, country of origin, useful economic life at purchase and
remaining economic life, purchase price and written down the value
54-75
(ix) Details of the machinery required to be bought by the issuer, cost of the machinery, name
of the suppliers, date of placement of the order and the date or expected date of supply,
etc.
76
(x) In case the machinery is yet to be delivered, the date of quotations relied upon for the
cost estimates given shall also be mentioned
76
(xi) If a plant is purchased in brand new condition then it should be mentioned 77
(xii) Details of the second hand or reconditioned machinery bought or proposed to be bought, if
any, including the age of the machinery, balance estimated useful life, etc. as per PSI
certificates of the said machinery as submitted to the Commission
77
(xiii) A physical verification report by the issue manager(s) regarding the properties as
submitted to the Commission
77-80
(xiv) If the issuer is entitled to any intellectual property right or intangible asset, a full
description of the property, whether the same is legally held by the issuer and whether
all formalities in this regard have been complied with
81
(xv) A full description of other properties of the issuer. 81
(F) Plan of Operation and Discussion of Financial Condition
(i) If the issuer has not started its commercial operation, the Company’s plan of operations
for the period which would be required to start commercial operation which shall, among
others, include
82
(ii) If the issuer had been in operation, the issuer’s revenue and results of operation, financial
position and changes in financial position and cash flows for the last five years or from
commercial operation,which is shorter,shall be furnished in tabular form which shall,
among others, include the following information
82-83
a) Internal and external sources of cash 84
b) Any material commitments for capital expenditure and expected sources of funds for 84
Prospectus of Beka Garments and Textile Limited Page | 10
such expenditure
c) Causes for any material changes from period to period in revenues, cost of goods sold,
other operating expenses and net income
84
d) Any seasonal aspects of the issuer’s business 85
e) Any known trends, events or uncertainties that may have a material effect on the issuer’s
future business
85
f) Any assets of the Company used to pay off any liabilities 85
g) Any loan is taken from or given to any related party or connected person of the issuer
with details of the same
85
h) Any future contractual liabilities the issuer may enter into within next one year, and the
impact, if any, on the financial fundamentals of the issuer
85
i) The estimated amount, where applicable to the future capital expenditure 85
j) Any VAT, income tax, customs duty or other tax liability which is yet to be paid,
including any contingent liabilities stating why the same was not paid prior to the
issuance of the prospectus. Updated income tax status for the last 5 years or from
commercial operation, which is shorter
85
k) Any financial commitment, including lease commitment, the Company had entered into
during the past five years or from commercial operation, which is shorter, giving details
as to how the liquidation was or is to be affected
85
l) Details of all personnel related schemes for which the Company has to make provision
for in future years
86
m) Breakdown of all expenses related to the public issue 86
n) If the issuer has revalued any of its assets, the name, qualification and experiences of the
valuer and the reason for the revaluation, showing the value of the assets prior to the
revaluation separately for each asset revalued in a manner which shall facilitate
comparison between the historical value and the amount after revaluation and giving a
summary of the valuation report along with basis of pricing and certificates required
under the revaluation guideline of the Commission
86
o) Where the issuer is a holding/subsidiary Company, full disclosure about the transactions,
including its nature and amount, between the issuer and its subsidiary/holding Company,
including transactions which had taken place within the last five years of the issuance of
the prospectus or since the date of incorporation of the issuer, whichever is later, clearly
indicating whether the issuer is a debtor or a creditor
87
p) Financial Information of Group Companies: the following information for the last three
years based on the audited financial statements, in respect of all the group companies of
the issuer, wherever applicable, along with significant notes of auditors
87
q) Where the issuer is a banking Company, insurance Company, non-banking financial
institution or any other Company which is regulated and licensed by another primary
regulator, a declaration by the board of directors shall be included in the prospectus
stating that all requirements of the relevant laws and regulatory requirements of its
primary regulator have been adhered to by the issuer;
87
r) A report from the Auditors regarding any allotment of shares to any person for any
consideration otherwise than cash along with the relationship of that person with the
issuer and rationale of the issue price of the shares;
87-89
s) Any 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;
89
t) Business strategies and future plans-projected financial statements shall be required only
for companies not started commercial operation yet and authenticated by Chairman two
Directors, Managing Director, CFO, and Company Secretary;
89
u) Discussion on the results of operations shall inter-alia contain the following 89
1) A summary of the past financial results after adjustments as given in the auditor’s report
containing significant items of income and expenditure
89
2) A summary of major items of income and expenditure 90
3) The income and sales on account of major products or services 90
4) In case, other income constitutes more than 10% of the total income, the breakup of the
same along with the nature of the income, i.e., recurring or non-recurring
90
5) If a material part of the income is dependent upon a single customer or a few major
customers, the disclosure of this fact along with relevant data. Similarly, if any foreign
customer constitutes a significant portion of the issuer’s business, the disclosure of the
fact along with its impact on the business considering exchange rate fluctuations
90
6) In case the issuer has followed any unorthodox procedure for recording sales and
revenues, its impact shall be analyzed and disclosed.
90
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v) Comparison of the recent financial year with the previous financial years of the major
heads of the profit and loss statement, including an analysis of reasons for the changes
insignificant items of income and expenditure, inter-alia, containing the following.
91
1) Unusual or infrequent events or transactions including unusual trends on account of
business activity, unusual items of income, change of accounting policies and
discretionary reduction of expenses etc.
91
2) Significant economic changes that materially affect or are likely to affect income from
continuing operations.
91
3) Known trends or uncertainties that have had or are expected to have a material adverse
impact on sales, revenue or income from continuing operations.
91
4) Future changes in the relationship between costs and revenues, in the case of events such
as a future increase in labor or material costs or prices that will cause a material change
are known.
91
5) The extent to which material increases in net sales or revenue earned due to increased
sales volume, the introduction of new products or services or increased sales prices
91
6) The total turnover of each major industry segment in which the issuer operated 91
7) Status of any publicly announced new products or business segment 91
8) The extent to which the business is seasonal. 91
w) Defaults or rescheduling of borrowings with financial institutions/ banks, conversion of
loans into equity along with reasons thereof, lockout, strikes, and reasons for the same
etc.
91
x) Details regarding the changes in the activities of the issuer during the last five years
which may have a material effect on the profits/loss, including discontinuance of lines of
business, loss of agencies or markets and similar factors
92
y) Injunction or restraining order, if any, with possible implications 92
z) Technology, market, managerial competence and capacity built-up 92
aa) Changes in accounting policies in the last three years 92
bb) Significant developments subsequent to the last financial year: A statement by the
directors whether in their opinion there have arisen any circumstances since the date of
the last financial statements as disclosed in the prospectus and which materially and
adversely affect or is likely to affect the trading or profitability of the issuer, or the value
of its assets, or its ability to pay its liabilities within the next twelve months.
92
cc) If any quarter of the financial year of the issuer ends after the period ended in the audited
financial statements as disclosed in the prospectus/information memorandum, unaudited
financial statements for each of the said quarters duly authenticated by the CEO and
CFO of the issuer
92
dd) Factors that may affect the results of operations 92
CHAPTER VII MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULT OF OPERATION
93-97
a) Overview of business and strategies. 94
b) SWOT Analysis 94
c) Analysis of the financial statements for the last five years. 96
d) Known trends demands, commitments, events or uncertainties. 96
e) Trends or expected fluctuations in liquidity. 96
f) off-balance sheet arrangement. 96
CHAPTER VIII DIRECTORS AND OFFICERS 97
(a) Name, Father’s name, age, residential address, educational qualification, experience and
position of each of the directors of the Company and any person nominated or
represented to be a director, showing the period for which, the nomination has been made
and the name of the organization which has nominated him.
98
(b) The date on which he first became a director and the date on which his current term of
office shall expire.
98
(c) If any director has any type of interest in other businesses, Names and types of business
of such organizations. If any director is also a director of another Company or owner or
partner of any other concern, the names of such organizations.
98
(d) Statement of if any of the directors of the issuer are associated with the securities market
in any manner. If any director of the Issuer Company is also a director of any issuer of
other listed securities during the last three years then dividend payment history and
market performance of that issuer.
98
(e) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s
father, spouse’s mother, spouse’s brother, spouse’s sister) among the directors and top
99
Prospectus of Beka Garments and Textile Limited Page | 12
five officers.
(f) A very brief description of other businesses of the directors. 99
(g) Short bio-data of each director. 99
(h) Loan status of the issuer, its directors and shareholders who hold 10% or more shares in
the paid-up capital of the issuer in terms of the CIB Report of Bangladesh Bank.
100
(i) Name with position, educational qualification, age, date of joining the Company, overall
experience (in the year), previous employment, salary paid for the financial year of the
Chief Executive Officer, Managing Director, Chief Financial Officer, Company Secretary,
Advisers, Consultants, and all Departmental Heads. If the Chairman, any director or any
shareholder received any monthly salary than this information should also be included.
100
(j) Changes in the key management persons during the last three Years. Any change
otherwise than by way of retirement in the normal course in the senior key management
personnel particularly in charge of production, planning, finance, and marketing during
the last three years prior to the date of filing the information memorandum. If the
turnover of key management personnel is high compared to the industry, reasons
should be discussed.
100
(k) A profile of the sponsors including their names, father’s names, age, personal addresses,
educational qualifications, and experiences in the business, positions or posts held in the
past, directorship held, other ventures of each sponsor and present position.
101
(l) If the present directors are not the sponsors and control of the issuer was acquired within
five years immediately preceding the date of filing prospectus details regarding the
acquisition of control, date of acquisition, terms of the acquisition, consideration paid for
such acquisition etc.
101
(m) If the sponsors/directors do not have experience in the proposed line of business, the fact
explaining how the proposed activities would be carried out/managed.
101
(n) The interest of the key management persons. 101
(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary. 101
(p) A number of shares held and percentage of shareholding (pre-issue). 101
(q) Change on the board of directors during the last three years. 101
(r) Director’s engagement with similar business. 101
CHAPTER IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 102
(a) The prospectus shall contain a description of any transaction during the last five years, or
any proposed transactions certified by the auditors, between the issuer and any of the
following persons, giving the name of the persons involved in the transaction, their
relationship with the issuer, the nature of their interest in the transaction and the amount
of such interest, namely: -
103
(b) Any transaction or arrangement entered into by the issuer or its Subsidiary or associate
or entity owned or significantly influenced by 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
the prospectus.
103
(c) Any loans either taken or given from or to any director or any person connected with
the director, clearly specifying details of such loan in the prospectus, and if any loan has
been 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, rate of interest applicable, date of
loan taken, date of maturity of loan, and present outstanding of such loan.
103
CHAPTER X EXECUTIVE COMPENSATION 104
(a) The total amount of remuneration/salary/perquisites paid to the top five salaried officers
of the issuer in the last accounting year and the name and designation of each such officer.
105
(b) The aggregate amount of remuneration paid to all directors and officers as a group during
the last accounting year.
105
(c) If any shareholder director received any monthly salary/perquisite /benefit it must be
mentioned along with the date of approval in AGM/ EGM, terms thereof and payments
made during the last accounting year.
105
(d) The board meeting attendance fees received by the director including the managing
director along with the date of approval in AGM/EGM.
105
(e) Any contract with any director or officer providing for the payment of future
compensation.
105
(f) If the issuer intends to substantially increase the remuneration paid to its directors and
officers in the current year, appropriate information regarding thereto.
105
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(g) Any other benefit/facility provided to the above persons during the last accounting
year.
105
CHAPTER XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 106-107
CHAPTER XII TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE
MEMORANDUM
108-109
(a) The names of the directors and subscribers to the memorandum, the nature and amount
of anything of value received or to be received by the issuer from the above persons, or
by the said persons, directly or indirectly, from the issuer during the last five years along
with the description of assets, services or other consideration received or to be received.
109
(b) If any assets were acquired or to be acquired within the next Two financial year from the
aforesaid persons, the amount paid for such assets and the method used to determine the
price shall be mentioned in the prospectus, and if the assets were acquired by the said
persons within five years prior to transfer those to the issuer, the acquisition cost thereof
paid by them.
109
CHAPTER XIII OWNERSHIP OF THE COMPANY’S SECURITIES 110
(a) The names, addresses, BO ID Number of all shareholders of the Company before IPO,
indicating a number of securities owned and the percentage of the securities represented
by such ownership, in tabular form.
111-116
(b) There shall also be a table showing the name and address, age, experience, BO ID
Number, TIN number, numbers of shares held including percentage, a position held in
other companies of all the directors before the public issue.
117
(c) The average cost of acquisition of equity shares by the directors certified by the auditors. 118
(d) A detail description of capital built up in respect of shareholding (Name-wise) of the
issuer’s sponsors
and directors. In this connection, a statement to be included.
118
(e) Detail of shares issued by the Company at a price lower than the issue price. 119
(f) History of significant (5% or more) changes in ownership of securities from inception 119
CHAPTER XIV CORPORATE GOVERNANCE 120-134
(a) A disclosure to the effect that the issuer has complied with the requirements of Corporate
Governance Guidelines of the Commission
121
(b) A compliance report of Corporate Governance. 121
(c) Details relating to the issuer's audit committee and remuneration committee. 134
CHAPTER XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 135-136
(a) The valuation report of securities to be offered shall be prepared and justified by the issue
manager on the basis of the financial and all other information pertinent to the issue.
136
(b) To prepare the valuation report, the issue manager may consider all qualitative and
quantitative factors which shall be explained in details with a rationale to consider such
factors, the valuation methods used, sources of information and authenticity of such
information.
136
(c) While preparing the valuation report, the issue manager shall avoid exaggeration and
biases and shall exercise independence and due diligence.
136
(d) The issue manager(s) shall, among others, consider the following methods for valuation
of the securities.
136-137
CHAPTER XVI DEBT SECURITIES 138-139
CHAPTER XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES, AS APPLICABLE 140-141
CHAPTER XVIII MATERIAL CONTRACTS 142-143
CHAPTER XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY 144-145
CHAPTER XX RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS 146-150
(i) Internal risk factors 147
(ii) External risk factors 150
CHAPTER XXI DESCRIPTION OF THE ISSUE 153-155
CHAPTER XXII USE OF PROCEEDS 156-165
(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with
the head-wise break-up.
157
(b) Utilization of the total amount of paid-up capital and share premium, if any, including
the sponsor’s contribution and capital raised of the issuer at the time of submission of a
prospectus, in details with an indication of use of such funds in the financial statements.
160
(c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any
acquisition, details of the form of investment, nature of benefit expected to accrue to the
issuer as a result of the investment, brief description of business and financials of such
venture.
160
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(d) If IPO proceeds are not sufficient to complete the project, Then the source of the
additional fund must be mentioned. In this connection, copies of the contract to meet the
additional funds are required to be submitted to the Commission. The means and source
of financing, including details of bridge loan or another financial arrangement, which
may be repaid from the proceeds of the issue along with the utilization of such funds.
160
(e) A schedule mentioning the stages of implementation and Utilization of funds received
through a public offer in a tabular form, progress made so far giving details of the land
acquisition, civil works, installation of plant and machinery, the approximate date of
completion of the project and the projected date of full commercial operation etc. The
schedule shall be signed by the Chief Executive Officer or Managing Director, Chief
Financial Officer and Chairman on behalf of Board of Directors of the issuer.
161
(f) If there are contracts covering any of the activities of the issuer for which the proceeds
of sale of securities are to be used, such as contracts for the purchase of land or contracts
for the construction of buildings, the issuer shall disclose the terms of such contracts, and
copies of the contracts shall be enclosed as annexure to the prospectus.
161
(g) If one of the objects of the issue is utilization of the issue proceeds for working capital,
basis of estimation of working capital requirement along with the relevant assumptions,
reasons for raising additional working capital substantiating the same with relevant facts
and figures and also the reasons for financing short with long-term investments and an
item wise break-up of last three years working capital and next two years projection.
161
(h) Where the issuer proposes to undertake one or more activities like diversification,
modernization, expansion, etc., the total project cost activity-wise or project wise, as the
case may be.
161
(i) Where the issuer is implementing the project in a phased manner, the cost of each phase,
including the phases, if any, which have already been implemented.
161
(j) The details of all existing or anticipated material transactions in relation to utilization of
the issue proceeds or project cost with sponsors directors, key management personnel,
associates and group companies.
161
(k) Summary of the project appraisal/ feasibility report by the relevant professional people
with the cost of the project and means of finance, weaknesses, and threats, if any, as
given in The appraisal/ feasibility report.
161-165
CHAPTER XXIII LOCK-IN 166-172
CHAPTER XXIV MARKETS FOR THE SECURITIES BEING OFFERED 173-174
CHAPTER XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 175-176
CHAPTER XXVI FINANCIAL STATEMENTS 177-230
(a) The latest financial statements prepared and audited by the Commission’s panel auditors
in adherence to the provisions of the Securities and Exchange Rules, 1987, the Companies
Act, 1994, International Financial Reporting and Auditing Standards as an adopted in
Bangladesh from time to time and Financial Reporting Act;
178-210
(b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994, relating to holding
Company;
211
(c) Selected ratios as specified in Annexure-D; 211
(d) Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the †Kv¤úvwb
AvBb, 1994. The report shall include comparative income statements and balance sheet
and aforementioned ratios for immediately preceding Five accounting years of the issuer.
If the issuer has been in commercial operation for less than five years, the above-
mentioned inclusion and submission will have to be made for the period since commercial
operation;
219-220
(e) Financial spreadsheet analysis for the latest audited financial statements; 221-222
(f) Earnings Per Share (EPS) on the fully diluted basis (with the total existing number of
shares) in addition to the weighted average number of shares basis. Future projected Net
Income should not be considered while calculating the weighted average EPS;
222
(g) All extraordinary income or non-recurring income coming from other than core
operations should be shown separately while showing the Net Profit as well as the
Earnings Per Share;
222
(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS; 222
(i) Net asset value (with and without considering revaluation surplus/reserve) per unit of
the securities being offered at the date of the latest audited statement of financial
position.
223
(j) The Commission may require the issuer to re-audit the Audited financial statements if
any deficiency/anomaly is found in the financial statements. In such a case, the cost of
the audit should be borne by the concerned issuer.
223
Prospectus of Beka Garments and Textile Limited Page | 15
(k) Following statements for the last five years or any shorter period of commercial operation
certified by the auditors
223
(i) Statement of long-term and short-term borrowings including borrowing from a related
party or connected persons with the rate of interest and interest paid/accrued;
223
(ii) Statement of principal terms of secured loans and assets on which charge has been created
against those loans with names of lenders, purpose, sanctioned amount, the rate of
interest, primary security, collateral/ other security, repayment schedule, and status;
225
(iii) Statement of unsecured loans with terms & conditions; 227
(iv) Statement of inventories showing the amount of Raw Material, packing material, stock-
in-process and finished goods, consumable items, store & spares parts, inventory of
trading goods etc.;
227
(v) Statement of trade receivables showing receivable from a related party and connected
persons
227
(vi) Statement of any loan given by the issuer including loans to a related party or connected
persons with the rate of interest and interest realized/accrued;
228
(vii) Statement of other income showing interest income, Dividend income, discount received,
other non-operating income;
228
(viii) Statement of turnover showing separately in cash and through banking channel 228
(ix) Statement of related party transaction; 229
(x) Reconciliation of business income shown in tax return With netting come shown in
audited financial statements;
229
(xi) Confirmation that all receipts and payments of the issue above. 5,00,000/-(five lac) were
made through banking channel;
230
(xii) Confirmation that Bank Statements of the issuer are in conformity with its books of
accounts;
230
(xiii) Statement of payment status of TAX, VAT and other taxes/duties; 230
CHAPTER XXVII CREDIT RATING REPORT 231
CHAPTER XXVIII PUBLIC ISSUE APPLICATION PROCEDURE 232-236
CHAPTER XXIX OTHERS 237-239
Prospectus of Beka Garments and Textile Limited Page | 17
(a) ABOUT THE INDUSTRY;
Bangladesh is one of the largest producers of textiles and garments products. The Ready-Made Garments (RMG) industry
occupies a unique position in the Bangladesh economy and emerged as the biggest earning source of foreign currency. The
dramatic growth of RMG sector is due to RMG entrepreneurs, BGMEA (Bangladesh Garment Manufacturers and Exporters
Association), BKMEA (Bangladesh Knitwear Manufacturers and Exporters Association), government support, GSP facility,
low labor cost, effective and efficient worker etc. They are using cleaner technologies and producing garments in a caring and
responsible way that preserves the environment for future generations. RMG sector has been providing many employment
opportunities especially for women and empowering them to make a social revolution. The RMG sector helps to reduce the
rate of poverty by creating job opportunities. 60% of the western brands of RMG are being exported from Bangladesh to
European buyers and 40% to American buyers. [Source: www. Textile learner. Blogspot.com]. It is the largest exporting
industry in Bangladesh, which experienced phenomenal growth during the last 20 years. Bangladesh’s RMG sector has been
playing a pivotal in facilitating the country’s export earnings, contributing 83.4% of total export (source: EPB), apart for
generating employment to the tune of 4.4 million, 80% of which are women. (Source: WB). Considering the sector’s
importance to the country’s economic stability, ensuring steady growth for RMG export in the short to medium term, is a
key policy imperative. In the recent past, the sector’s growth has been marginal, with exports growing by 0.2% and 8.7%
for 2016-17 and Bangladesh’s export earnings from the RMG sector stood at $30.61billion, posting 8.76% growth in the last
fiscal year. The figure is 1.51% higher than the target of $30.16 million for Fiscal Year-2018. Future growth would be
contingent on the outcomes of multitude of internal and external factors, which could potentially determine the sector’s
competitiveness and performance vis-à-vis its closest competitors. Fiscal year basis remarkable improvements have shown in
the following table: TK. IN MILLION
Source: BGMEA and EPB
Progress has also been made in workers' rights. Minimum wages of RMG workers have been increased by 219% during the
past 5 years. The Labor Law has been amended ensuring noticeable improvements in workers' rights and welfare. The
industry is making strides in terms of environmental compliance to have a sustainable footing in the global apparel market.
Many RMG factories at their own are adopting green technologies and practices. They are using cleaner technologies and
producing garments in a caring and responsible way that preserves the environment for future generations.
The Milestones of the RMG:
Year Milestone
1995 Realistic Solution of child labor issue with ILO, UNICEF & US Embassy
2005 Phase out of MFA Quota
2009 Successfully faced Global Recession
2010 Ranked as the 2nd Largest Exporting Country
2013 Ensuring workplace safety
Source: www.bgmea.com.bd/home/about/AboutGarmentsIndustry
13,064.61
14,738.74
14,392.59
15,426.25
17,244.73
12,426.79
13,355.42
13,757.25
15,188.51
16,888.54
25,491.40
28,094.16
28,149.84
30,614.76
34,133.27
2014-2015
2015-2016
2016-2017
2017-2018
2018-2019
RMG Export Trend
WOVEN KNIT TOTAL
Prospectus of Beka Garments and Textile Limited Page | 18
(b) ABOUT THE ISSUER;
NAME OF THE ISSUER Beka Garments and Textile Limited
LOGO
PRIVATE/ PUBLIC LTD
COMPANY
Incorporated as a Private Ltd Company & subsequently converted to Public Limited
Company as on 23 October, 2018
DATE OF INCORPORATION October 07, 2010
DATE OF COMMENCEMENT OF
COMMERCIAL OPERATION 07 June, 2011
CONVERSION DATE OF PRIVATE
TO PUBLIC LTD COMPANY 23 October, 2018
INCORPORATION NUMBER C-87427/10
REGISTERED OFFICE PMP Plaza 14, Kemal Ataturk Avenue Banani C/A, Dhaka-1213, Bangladesh
FACTORY ADDRESS Plot no-FS SFB 01, Adamjee Export Processing Zone (AEPZ), Shiddirgonj,
Narayangonj.
TELEPHONE NUMBER +880-2-9881381- 83, +880 2 9820168-69
FAX NUMBER +880-2-8823274
E-MAIL ADDRESS [email protected]
WEB ADDRESS www.bekagarmentltd.com
BOARD OF DIRECTORS
1. Micky Diaz, Chairman
2. Boby N Diaz, Managing Director
3. Bani Diaz, Director
4. Jhonathan Brook Diaz, Director
5. Ekhlasur Rahman , Independent director
PRODUCT
1. Technical Pant
2. Regular Pant
3. BIB Pant
4. Long short & three quarter pant
5. Ski-pant
6. Coverall
7. Padding Pant
8. Sweet Shirt
9. Polo Shirt
10. Half sleeve shirt
11. T-shirt
12. Towel & Neck wear
13. Neck wear
14. Synthetic Trouser
CONTACT PERSON Boby N Diaz( Managing Director)
COMPANY SECRETARY Md. Shamim Ahamed
LAWYER TO THE COMPANY Anisur Rahman
BANKER FOR THE IPO BRAC Bank Ltd.
MANAGER TO THE ISSUE
Shahjalal Equity Management Limited
Al -Razi Complex, Suite# 901(9th Floor), Block-C,166-167, Shaheed Syed Nazrul
Islam Sarani, Dhaka-1000, Bangladesh
Phone: +88 02 55111680-681
Fax: +88 02 55111682
E-mail: info @shahjalalequity.com
Web: www.shahjalalequity.com
BD Finance Capital Holdings Limited
64,Motijheel C/A (2nd floor), Dhaka-1000, Bangladesh
Phone: +88 02-9588186-7,
Fax: +88 02-9588185
E-mail: [email protected]
Web: www.bdcapital.com.bd
AUDITOR
Shiraz Khan Basak & Co.
(Charterd Accountaent)
R.K Tower (Level-10) 86, Bir Uttam C.R Datta Road (312, Sonargaon), Dhaka-1205
Phone: Tel: +88-02-9635139
Fax: +88-02-8621575
Email: [email protected]
LOGO OF THE AUDITOR
NATURE OF BUSINESS
Beka Garments and Textile Limited is a 100% export oriented garments (Woven). The
principal activities of the company are to carry import, export, manufacturing, printing,
dyeing, washing, embossing and trading of different types of readymade garments,
knitwear, shirts, Paints and other wearing apparels.
Prospectus of Beka Garments and Textile Limited Page | 19
(c)FINANCIAL INFORMATION;
Major Financial Information of Beka Garments and Textile Limited is as follows:
Particulars Amounts in Taka
31-Dec-19 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15
Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197
Net Profit Before Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166
Total Assets 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,149 1,461,338,190 972,982,551
Paid up Capital 1,020,000,000 850,000,000 3,400,000 3,400,000 3,400,000 3,400,000
Retained Earnings 1,521,041,497 1,559,533,860 1,329,056,396 1,071,548,193 789,281,953 506,706,226
No. of Share 102,000,000 85,000,000 340,000 340,000 340,000 340,000
Face Value 10 10 10 10 10 10
NAV per share 24.91 28.35 3,918.99 31,616.12 23,314.18 15,003.12
Earnings per share
(Basic)
1.29 6.58 8.53 11.21 11.22 9.23
Earnings per share
(Diluted)
1.29 3.30 3.03 3.32 3.32 2.72
*Face value of company’s share was Tk. 100/- each and was converted to Tk. 10/-vide Split dated 23 October, 2018
(d) FEATURES OF THE ISSUE AND ITS OBJECTS;
Offer Price BDT.10/-Per Share
Number of Shares 35,000,000 Ordinary Share
Offer Size BDT.350,000,000/-
Issue Manager(s) Shahjalal Equity Management Limited
BD Finance Capital Management Limited
Underwriter(s) Shahjalal Equity Management Limited
BD Finance Capital Management Limited
Purpose of IPO Fund
Proceeds from Initial Public Offering (IPO) will be used for Acquisition of Plant and
Machinery, Building and other construction, Partial Repayment of Bank Loan and IPO
expenses.
Date of Implementation Within 24 months after receiving IPO fund
(e) LEGAL AND OTHER INFORMATION;
SL. No. Name of Certificate/
license/Registration/ NOC
License Issuer/Issuing
Authority
Certificat
e /
License
No
Expiry Date Remarks
1. Certificate of Incorporation
Registrar of Joint Stock
Companies and Firms,
Government of
Bangladesh
C-87427/10 N/A
As Private Ltd Company
October 07, 2010 &
converted to Public Ltd
Company on 23 October
, 2018
2. TIN Certificate National Board of
Revenue
857525397
754 N/A -
3. VAT Reg. No. Customs, Excise & VAT
Commissioner ate, Dhaka
001269385-
0305 N/A -
4. Trade License Narayanganj City
Corporation 1628 30th June, 2020 -
5. Fire License Bangladesh Fire Services
and Civil Defense
DD/Dhaka
/24485/201
3
30th June,2020 -
6. Environment Clearance
Certificate
Environment Clearance
Certificate N/A
7. BGMEA Membership
Certificate
Bangladesh Garments
Manufacturers &
Exporters Association
Reg. No.
5522 31st Dec, 2019 Applied for Renewal
8. Bond License Customs Bond
Commissioner ate, Dhaka 169/2011 08 October 2022 -
9. Enrolment Certificate Export Promotion
Bureau, Bangladesh BD05327 30Th June, 2020 -
10. Boiler Certificate Office of the Chief
Inspector of Boilers
Ba: Ba
11234 23 Sep,2020 -
Prospectus of Beka Garments and Textile Limited Page | 20
(f) PROMOTERS’ BACKGROUND;
The following persons were the subscribers to the Memorandum as a Chairman, Managing Director and Director:
Name of the promoters Position
Ilhan Arslan Ceased to be Director from 08.08.2011
Vefa Sahin Ceased to be Director from 08.08.2011
Micky Diaz Chairman
Boby N Diaz Managing Director
Bani Diaz Director
Jhonathan Brook Diaz Director
Micky Diaz, Chairman
Micky Diaz is the Chairman of Beka Garments and Textile Limited with over 30 years of working experience in Garment
sector. He was born in a respectable Christian (Catholic Roman) on 23rd July, 1958. He has completed his graduation from
Chittagong commerce college. Dynamism, leadership, commitment, sincerity, vision and farsightedness of Micky Diaz have
placed the Company in such an ideal position at the garment sector in this country.
Boby N Diaz, Managing Director
Boby N. Diaz is a young enterprising entrepreneur in Garments sector in this Country. At present, he is serving as the
Managing Director of Beka Garments and Textile Limited. Boby N. Diaz was born in a respectable Christian (Catholic Roman)
on 1st August, 1985 Son of Micky Diaz. He completed his bachelor Degree from Monash University in Malaysia. After his
graduation, he started his business career.
Bani Diaz, Director
Bani Diaz is one of the Director of the Company and she has significant contribution towards establishment and development
of Beka Garments and Textile Limited. Bani Diaz was born on 27 June 1963, in a respectable Christian (Catholic Roman)
family. She completed her Graduation Degree from National University. She has wide experience in the overall industry. She
played a pivotal role in setting up of the Company for achieving optimum level of efficiency in productions.
Jhonathan Brook Diaz, Director
Jhonathan Brook Diaz is one of the Director of Beka Garments and Textile Limited. Jhonathan Brook Diaz was born in a
respectable Christian (Catholic Roman) on 19th August, 1988 and he is Son of Micky Diaz. He had his Graduation from
California University and then he joined the Company. He has vast experience in business development, corporate
management and administration and significantly contributed in development of various ventures at home and abroad. His
far-reaching commitments, spontaneous decision making capabilities and business acumen enabled this Company to extends
its operations to new horizons.
(g) CAPITAL STRUCTURE AND HISTORY OF CAPITAL RAISING;
The Intends to issue 35,000,000 ordinary shares of Tk.10.00 each at per through Initial Public Offering (IPO) totaling to Tk.
350,000,000.00 subject to regularity approvals.
Capital Structure of the Company:
Particulars No. of Ordinary Shares Face value Amount (BDT)
Authorized Capital 150,000,000 10 1,500,000,000
Before IPO:
Paid up capital 102,000,000 10 1,020,000,000
After IPO:
To be issued as IPO 35,000,000 10 350,000,000
Paid up Capital (Post IPO) 137,000,000 10 1,370,000,000
HISTORY OF CAPITAL RAISING:
The Company has raised its paid-up capital in the following phases:
PARTICULARS DATE OF
ALLOTMENT
NUMBER OF SHARES AMOUNT OF
SHARE CAPITAL
(TAKA)
CONSIDERATION
IN CASH
CONSIDERATION
OTHER THAN CASH BONUS
1st Subscription
(As MOA & AOA) 07/10/2010 340,000 - - 3,400,000
2nd Allotment 10/09/2018 4,659,950 - - 46,599,500
3rd Allotment 06/10/2018 - - 4,999,950 49,999,500
4th Allotment 03/06/2019 24,850,000 - 248,500,000
5thAllotment 03/06/2019 40,150,100 - 401,501,000
6thAllotment 03/06/2019 10,000,000 - 100,000,000
7th Allotment 26/12/2019 - 17,000,000 170,000,000
Total Taka 80,000,050 - 21,999,950 1,020,000,000
Note: (i) The Company split its share from Tk.100/- to Tk.10/- on 23-10-2018
Prospectus of Beka Garments and Textile Limited Page | 21
(h) SUMMARY OF VALUATION REPORT OF SECURITIES;
Sl. No Valuation Methods Fair Value (BDT)
Method-1 Net asset value (NAV) at historical cost(as on 31 December 2019) 24.91
Net asset value (NAV) at historical cost(as on 30 June 2019) 28.35
Method-2 i. Earning-based-value per Share (Considering average Sector P/E) 102.58
ii. Earning-based-value per Share (Considering average Market P/E) 105.02
Method-3 Average market price per share of similar stocks 91.32
Note: Details Calculation available on page no.
(i) Others
a) Declaration of Material Changes
We, the issuer, declare that we did not make any material changes including raising of paid-up capital after the date of
audited Financial Statements as included in the prospectus.
Sd/-
Boby N Diaz
Managing Director
b) Issue Managers Declaration in Connection with Issuer
We, the Issue Managers, declared that we do not have any connection with the Issuer, nor any connected persons of us are
connected with the Issuer. Moreover, we do not have any connection with the connected persons of the Issuer nor hold any
securities thereof.
Sd/-
Md. Mohiuddin Mollah
Chief Executive Officer (CEO)
Shahajalal Equity Management Limited
Sd/-
Mr. Barun Prasad Paul
Managing Director & CEO (CC)
BD Finance Capital Holdings Limited
c) Issuer Declaration in Connection with Issue Manager
We, the Issuer, declared that we do not have any connection with the Issue Manager nor any connected persons of us are
connected with the Issue Manager. Moreover, we do not have any connection with the connected persons of the Issue
Manager nor hold any securities thereof.
Sd/-
Boby N Diaz
Managing Director
Prospectus of Beka Garments and Textile Limited Page | 22
CHAPTER–II
CONDITIONS IMPOSED BY THE COMMISSION IN
THE CONSENT LETTER
Prospectus of Beka Garments and Textile Limited Page | 23
CHAPTER II: CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER
DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMATERIALIZED FORM
As per provisions of the Depository Act, 1999 and regulations made thereunder, the share of the Company will be issued in
dematerialized form only and for this purpose, Beka Garments and Textile Limited will sign an agreement with the Central
Depository Bangladesh Limited (CDBL). Therefore, all transfers, transmissions, splitting or conversions will take place on the
Subsystem and any further issuance of shares (including rights and bonus) will also be issued in dematerialized form only.
CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969
PART-A
1. The Company shall go for the Initial Public Offer (IPO) for 35,000,000 ordinary shares of 10.00 each at par totaling to
Tk.350,000,000 (Thirty-Five Crore Taka Only) following the Securities and Exchange Ordinance,1969, the Bangladesh
Securities and Exchange Commission (Public Issue) Rules, 2015, the Depository Act 1999 and rules made thereunder.
2. 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 02 (two) working days of issuance of this consent letter. The issuer
shall post the full prospectus, vetted by 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 the Commission, the stock exchanges
and the issue manager a diskette containing the text of the vetted prospectus in “MS-Word” format.
3. The Company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official record within 05 (Five)
working days from the date of publication of the abridged version of the prospectus in the newspaper.
4. The issuer Company and the issue manager shall ensure the transmission of the prospectus and its abridged version for NRBs
through email to the Bangladesh Embassies and Missions abroad within 05 (Five) working days from the date of publication of
the abridged version of the prospectus in the newspaper. A compliance report shall be submitted in this respect to the
Commission jointly by the Issuer and the Issue Manager within 02 (Two) working days from the date of said transmission of
the prospectus.
5. 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 15 (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) above the bank rate, to the subscribers concerned. The issue manager, in addition to
the Issuer company, shall ensure due to compliance of the above-mentioned conditions and shall submit compliance report
thereon to the Commission within 07 (Seven) days of the expiryof the aforesaid 15 (Fifteen) days’ time period allowed for
refund of the subscription money.”
6. All applicants shall apply for a minimum lot of 500 shares worth Taka 5,000/- (Taka five thousand only) or its multiples.
7. The IPO shall stand canceled in case of under- subscription in any category above 35%. In such an event, the issuer and issue
manager shall inform the Commission within 2 (two) working days and release the subscription money within 10 (ten) working
days after receiving verification report from CDBL and the information from exchanges regarding subscription.
8. 20% of the securities reserved for other general public shall be reserved for . In case of under - subscription
under any of sub-categories of eligible investor’s category or general public category, the unsubscribed portion shall be added to
another sub-category of the same category. In case of over subscription in the general public category, the issuer and the issue
manager shall jointly conduct an open lottery. In case of over subscription in the eligible investor’s category, securities shall be
allotted on Pro-rata basis. No eligible investor shall apply for more than 2% (two percent) of the total securities reserved for the
eligible investors.
9. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with another person.
In case, an applicant submits more than two applications, all applications will be treated as invalid and will not be considered
for allotment purpose. In addition, 15% (fifteen) of the application money will be forfeited by the Commission and the balance
amount will be refunded to the applicant.
10. The applicants who have applied for more than two applications using thesame bank account, their application will not be
considered for the lottery and the Commission will forfeit 15% of their subscription money.
11. 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 25% of the application
money and/or forfeiture of share (Building) before or after issuance of the same by the issuer. The said forfeited application
money or share (Building) will be deposited in the accountof the Bangladesh Securities and Exchange Commission (BSEC).
This is in addition to any other penalties as may be provided for by the law.
Prospectus of Beka Garments and Textile Limited Page | 24
12. The company shall furnish the list ofallottees to the Commission and the stock exchange(s) simultaneously in which the
shares will be listed, within 24 (Twenty-Four) hours of allotment.
13. Shares not allotted at the time of according this consent, but allotted after listing, in favor of sponsors, directors or
shareholders having 10% or more shares, other than alternative investment funds, through stock dividends, shall be subject
to a lock-in period of 02(two) years from the date of issuance of the prospectus.
14. If any share of Sponsors/Directors/Promoters is in paper format, it shall be handed over to securities custodian registered with the
Commission and shall remain held till completion of lock-in period and the name of the securities custodian shall be furnished to the
Commission jointly by the issuer and issue manager, along with a confirmation thereof from the custodian, within one week of
listing of the shares with the stock exchange(s). Or they (shares of Sponsors/ Directors/ Promoters) can be demated and shall remain
in lock -in under CDBL system and issuer shall submit a dematerialization confirmation report generated by CDBL and attested
by Managing Director of the company along with the lock -in confirmation to the Commission within one week of listing of the
shares with the stock exchange(s). In respect of shares other than Sponsors/Directors/Promoters, the issuer will ensure their lock-in
of those shares and submit a statement to this effect to the Commission.
15. The company shall not declare any dividend/bonus shares before listing of its capital with any Exchange from the date of
this consent for raising capital.
16.The company shall not engage itself into any merger/amalgamation or acquisition activities without taking “No Objection”
from the Commission, on the scheme of the said merger/amalgamation or acquisition, as recommended by the Board of
Directors, before approval by the shareholders in General Meeting.
17. The Company shall submit an environment clearance certificate for proposed increased production capacity before the
utilization of IPO proceeds.
PART–B
Application Process
Step-1 (Applicant)
1. An applicant for public issue of securities shall submit an application/buy instruction to the Stockbroker/ Merchant Banker
where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date), which shall be
the 25th (twenty-fifth) working day from the date of publication of an abridged version of the prospectus.
2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the
Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the
Applicant. At the same time:
a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service charge
available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or
deferred payment is permissible for this purpose. In case the application is made through a margin account, the application
money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin
account, which shall be refundable to the applicant, if become unsuccessful.
b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the Issuer for an
amount equivalent to the application money, with their application to the concerned Stockbroker/Merchant Banker. A Non-
resident Bangladeshi (NRB) and the Foreign applicant may also submit a single draft against 02(two) applications made by
him/her, i.e. one in his/her own name and the other jointly with another person. The draft (FDD) shall be issued by the Bank
where the applicant maintains Foreign Currency account debiting the same account and provide the customer with a certificate
mentioning the FC account number which has been debited to issue the FDD. The applicant shall also submit the certificate with
their application. No banker shall issue more than two drafts from any Foreign Currency account for any public issue. At the
same time, the applicant shall make the service charge available in the respective customer account maintained with the
Stockbroker/Merchant Banker.
c) Eligible investors shall submit an application through the electronic subscription system of the exchange(s) and deposit the
full amount intended to subscribe by the method as determined by exchange(s).
Step-2 (Intermediary)
3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public Issue
Application Account”. The Stockbroker/Merchant Banker shall:
a) Post the amount separately in the customer account (other than NRB and Foreign applicants), and upon the
availabilityof fund, block the amount equivalent to the application money;
b) Accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the “Public Issue
Application Account” maintained with its bank within the first banking hour of next working day of the cut-off date;
c) Instruct the banker to block the account for an amount equivalent to the aggregate application money and to issue a
certificate in this regard.
4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the
same and handover it to the respective Stockbroker/Merchant Banker.
5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall prepare a list
containing the draft information against the respective applicant’s particulars.
6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name,
BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date,
send to the respective Exchange, the lists of applicants in electronic (text format with tilde ‘~’ separator) format, the
certificate(s) issued by its banker, the drafts and certificates received from Non-resident Bangladeshi (NRB) and foreign
applicants and a copy of the list containing the draft information.
Prospectus of Beka Garments and Textile Limited Page | 25
7. On the next working day, the Exchanges shall provide the Issuer with the information received from the
Stockbroker/Merchant Bankers, the drafts and certificates submitted by Non-resident Bangladeshi (NRB) and Foreign
applicants and the list containing the draft information. Exchanges shall verify and preserve the bankers’ certificates in
their custody.
8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing
of the securities with the exchange.
Step-3 (Issuer)
9. The Issuer shall prepare a consolidated list of the applications and send the applicants ’BO IDs in electronic (text) format
in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website and websites
of the Exchanges. CDBL shall verify the BO ID as to whether the BO accounts of the applicants are active or not.
10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing BO
account Number, Name, Addresses, Parent s’ Name, Joint Account and Bank Account information along with the
verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare category
wise consolidated lists of valid and invalid applications and submit a report of the final status of subscription to the Commission
and the Exchanges within 10 (ten) working days from the date of receiving information from the Exchanges.
12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three)
working days from the date of reporting to the Commission and the Exchanges, if do not receive any observation from
the Commission or the Exchanges.
13. The Issuer and issue manager shall arrange to post the lottery result on their websites within 06 (six) hours and on the
websites of the Commission and Exchanges within 12 (twelve) hours of the lottery.
14. Within 02 (two) working daysof conducting a lottery, the Issuer shall:
a) Send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde ‘~’ separator)
format to the respective Exchange.
b) Send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the consent
Letter issued by the Commission in electronic (text format with tilde ‘~’ separator) format to the Commission and
Exchanges mentioning the penalty amount against each applicant.
c) Issue allotment letters in the names of successful applicants in electronic format with digital signatures and send those
to respective Exchange in electronic form.
d) Send consolidated allotment data (BO ID and number of securities) in electronic text format in a CDROM to CDBL to
credit the allotted shares to the respective BO accounts.
Step-4 (Intermediary)
15. On the next working day, Exchanges shalldistribute the information and allotment letters to the stockbroker/Merchant
Bankers concerned in electronic format and instruct them to:
a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective Escrow Account
opened for subscription purpose, and unblock the amountof unsuccessful applicants;
b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the Issuer’s
respective Escrow Accounts along with a list and unblock the balance application money;
16. On the next working dayof receiving the documents from the Exchanges, the Stockbrokers/Merchant Banker shall request
its banker to:
a) Release the amount blocked for unsuccessful (other than NRB and foreign) applicants;
b) Remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants (other than
NRB and foreign) who are subject to penal provisions to the respective ‘Escrow’ accounts of the Issuer opened for
subscription purposes.
17. On the next working dayof receiving a request from the Stockbrokers/Merchant Bankers, their bankers shall unblock the
amount blocked in the account(s) and remit the amount as requested for to the Issuer’s ‘Escrow’ account.
18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer
accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about releasing
their blocked amounts and send documents to the Exchange evidencing details of the remittances made to the respective
‘Escrow’ accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be placed as per their
instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges, if any, from the
applicant who wants to withdraw the application money, up to an amount of Tk. 5 (five) per withdrawal.
19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’ accounts and
refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or transfer to
the applicant’s bank account (FC account which has been debited to apply by NRB or foreign applicants) through banking
channel within 10 (ten) working days from the date of lottery.
Miscellaneous:
20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.
21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of publication
of an abridged version of the prospectus.
22. The amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred
during the blocking period. The amount deposited by the applicants shall not be used by the Stockbrokers/Merchant
Bankers for any purpose other than public issue application.
Prospectus of Beka Garments and Textile Limited Page | 26
23. The Issuer shall pay the costs related to data transmission if claimed by the Exchange concerned up to an amount of Tk.
2,00,000 (taka two lac) for a public issue.
24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk. 5 (Taka five) only per application
irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting an
application.
25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.
26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank draft/payment
order issued in favor of the Bangladesh Securities and Exchange Commission.
27. The concerned Exchange is authorized to settle any complaints and take necessary actions against any
Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with intimation
to the Commission.
Part–C
1. The issue manager shall carefully examine and compare the published prospectus and its abridged version on the date
of publication with the copies vetted by the Commission. If any discrepancy 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 the Commission and the stock exchanges concerned. In this regard, the issue manager shall submit a
compliance report to the Commission within 5 working days from the date of such publications.
2. The fund collected through Public Offering shall not be utilized prior to listing with Exchange(s) 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.
3. The company shall furnish a status report on the utilization of Public Offering proceeds audited by foreign-affiliated auditors
and authenticated by the board of directors to the Commission and the Exchanges within 15 (Fifteen) days of the closing of
each month until such fund is fully utilized, as mentioned in the schedule contained in the prospectus. The issuer shall
simultaneously post the status report on its website and Exchanges shall also post the same in company information contained
in websites of the Exchanges. In the event of any irregularity or inconsistency, the Commission may employ or engage any
person to examine whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus.
4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under the following terms of
reference (TOR) and confirm the same in their report/certificate:
(a) Whether IPO proceeds have been utilized for the purposes/heads as specified in the prospectus;
(b) Whether IPO proceeds have been utilized in line with the condition (if any) of the Commission’s consent letter;
(c) Whether the utilizationof IPO proceeds have been completed within the time schedule/implementation schedule as
specified in the published prospectus;
(d) Whether utilization of IPO proceeds is accurate and for the purpose of the company as mentioned/specified in the
published prospectus; and
(e) The auditors should also confirm that: (i) assets have been procured/imported/constructed maintaining proper/required
procedure as well as at a reasonable price; and (ii) auditors’ report has been made on verification of all necessary
documents/papers/vouchers in support of IPO proceeds making reconciliation with Bank Statement.
5. All transactions, excluding petty cash expenses, shall be effected by crossed cheques or bank transfers.
6. Proceeds of the public offering shall not be transferred to any other bank account before listing with the Exchange(s).
The proceeds shall not be used for any purpose other than those specified in the prospectus without any valid ground.
Any material deviation in this respect must have prior approval of at least 51% of the public shareholders, other than
sponsors and directors, in a general meeting through a board-approved agenda and due notification to the shareholders.
Before the said general meeting, such deviation as recommended by the board of directors shall be published as price-
sensitive information with detailed description and reasons for such deviation. If approved by the shareholders, the meeting
resolution shall be submitted to the Commission along with reasonable explanations and the decision shall be published
as price-sensitive information.
7. If any quarter or half-year of the financial year end after publication of the abridged versionof prospectus and before
listing of its securities with any exchange, the company shall disseminate/transmit/submit the said quarterly/half-
yearly financial statements in accordance with the Commission’s Notification SEC/CMRRCD/2008-183/admin/03-34
dated September 27, 2009 and Rules 13 of the Securities and Exchange Rules, 1987.
8. In the event of rising issues concerning Price Sensitive Information as defined under the
1995after publication of the abridged version of prospectus and before listing of its
securities with any exchange, the company shall disseminate/transmit/submit the information as price sensitive in
accordance with the Commission’s Notification No. SEC/SRMI/200-953/1950 dated October 24, 2000.
PART–D
1. As per provision of the Depository Act, 1999 & Regulations made thereunder, shares will only be issued in
dematerialized condition. All transfer/transmission/splitting will take place in the depository system of Central
Depository Bangladesh Ltd. (CDBL) and any further issuance of shares (including rights/bonus) will be made in
dematerialized form only.
2. The issuer and the issue manager shall ensure due to compliance of all the above conditions, the ‘Bangladesh Securities
and Exchange Commission (Public Issue) Rules, 2015’ and the listing regulations of the Exchanges.
3. 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.
Prospectus of Beka Garments and Textile Limited Page | 27
CHAPTER– III
DECLARATION AND DUE DILIGENCE CERTIFICATES AS
PER ANNEXURE (S) A, B AND C
Prospectus of Beka Garments and Textile Limited Page | 28
CHAPTER III: DECLARATIONS AND DUE DILIGENCE CERTIFICATES
Annexure-A
DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS INCLUDING THE MANAGING DIRECTOR OF
BEKA GARMENTS AND TEXTILE LIMITED RESPECT OF THE PROSPECTUS [Rule 4 (1) (d)]
This Prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility
for the authenticity and accuracy and adequacy 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 actions 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/-
Micky Diaz
Chairman
Sd/-
Boby N Diaz
Managing Director
Sd/-
Bani Diaz
Director
Sd/-
Jhonathan Brook Diaz
Director
Sd/-
Ekhlasur Rahman
Independent Director
Place: Dhaka
Date:27 January ,2020
Prospectus of Beka Garments and Textile Limited Page | 29
ANNEXURE-B
DUE DILIGENCE CERTIFICATE BY THE ISSUE MANAGER (SHAHJALAL EQUITY MANAGEMENT LIMITED)
[Rule 4(1) (d)]
To
The Bangladesh Securities and Exchange Commission
Sub: The Public offer of 35,000,000 Ordinary Shares of Tk. 10/- each at par totaling to Tk. 350,000,000/- of Beka Garments and Textile
Limited
Dear Sir,
We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:
1. We have examined all the documents submitted with the application for the above-mentioned public issue, visited the premises
of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in connection with the
finalization of the prospectus pertaining to the said issue;
2. On the basis of such examination and the discussions with the Directors, officers, and auditors of the issuer, 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.
WE CONFIRM THAT:
a. The prospectus filed with the Commission is in conformity with the documents, materials, and papers relevant to the issue;
b. All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc. framed/issued
by the Commission, other competent authorities in this behalf and the Government have been duly complied with;
c. The disclosures made in the prospectus are true, fair and adequate to enable the investors to make a well-informed decision
for investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act,
1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;
d. Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date such
registrations are valid;
e. We have satisfied ourselves with the capability of the underwriters to fulfill their underwriting commitments;
f. The proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main objects’
listed in the object clause of the Memorandum of Association or another charter of the issuer and that the activities which
have been carried out till now are valid in terms of the object clause of its Memorandum of Association;
g. Necessary arrangements have been made to ensure that the money to be received pursuant to the issue shall be kept in a
separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;
h. All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015
have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a
well-informed decision;
i. We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current
business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences
etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in the record by
us for the next 5 (five) years after the IPO for any further inspection by the Commission;
j. We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of compliance,
page numbers of the prospectus where the rules have been complied with and our comments, if any;
k. We also declare that we have managed the public issue of following issuers in the last 05 (five) years:
Serial No. Issue month /Year Issue Price Dividend Payment History
Nil
Place: Dhaka
Date:27 January, 2020
Sd/-
Md. Mohiuddin Mollah
Chief Executive Officer(CEO)
Shahjalal Equity Management Limited
Prospectus of Beka Garments and Textile Limited Page | 30
ANNEXURE-B
DUE DILIGENCE CERTIFICATE BY THE ISSUE MANAGER (BD FINANCE CAPITAL HOLDINGS LIMITED)
[Rule 4(1) (d)]
To
The Bangladesh Securities and Exchange Commission
Sub: The Public offer of 35,000,000 Ordinary Shares of Tk. 10/- each at par totaling to Tk.350,000,000/- of Beka Garments and Textile
Limited
Dear Sir,
We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:
3. We have examined all the documents submitted with the application for the above-mentioned public issue, visited the premises
of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in connection with the
finalization of the prospectus pertaining to the said issue;
4. On the basis of such examination and the discussions with the Directors, officers, and auditors of the issuer, 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.
WE CONFIRM THAT:
a) The prospectus filed with the Commission is in conformity with the documents, materials, and papers relevant to the
issue;
b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc. framed/issued
by the Commission, other competent authorities in this behalf and the Government have been duly complied with;
c) The disclosures made in the prospectus are true, fair and adequate to enable the investors to make a well-informed decision
for investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act,
1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;
d) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date
such registrations are valid;
e) We have satisfied ourselves with the capability of the underwriters to fulfill their underwriting commitments;
f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the ‘main objects’
listed in the object clause of the Memorandum of Association or another charter of the issuer and that the activities which
have been carried out till now are valid in terms of the object clause of its Memorandum of Association;
g) Necessary arrangements have been made to ensure that the money to be received pursuant to the issue shall be kept in a
separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;
h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules,
2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to
make a well-informed decision;
i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current
business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences
etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in the record by
us for the next 5 (five) years after the IPO for any further inspection by the Commission;
j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of
compliance, page numbers of the prospectus where the rules have been complied with and our comments, if any;
k) We also declare that we have managed the public issue of following issuers in the last 05 (five) years:
Serial No. Issue month /Year Issue Price Dividend Payment History
Nil
Place: Dhaka
Date: 27 January, 2020
Sd/-
Mr. Barun Prasad Paul
Managing Director & CEO (CC)
BD Finance Capital Holdings Limited
Prospectus of Beka Garments and Textile Limited Page | 31
ANNEXURE-C
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (SHAHJALAL EQUITY MANAGEMENT LIMITED)
[SEE RULE 4 (1)(d)]
To
The Bangladesh Securities and Exchange Commission
Sub: Public offer of 35,000,000 Ordinary Shares of Tk. 10/- each at par totaling to Tk. 350,000,000/- of Beka Garments and Textile
Limited
Dear Sir,
We, the under-noted Underwriter(s) to the abovementioned forthcoming Issue, state individually as follows:
(1) We, while underwriting the above-mentioned issue on a firm commitment basis, have examined the draft prospectus,
other documents, and materials as relevant to our underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer Company, its 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) We are registered with Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out
the underwriting activities. Our present paid-up capital stands at BDT-25,00,00,000.00(Twenty-five Crore) only and
have the capacity to underwrite a total amount of BDT-125,00,00,000.00 (BDT-One Hundred Twenty-Five Crore) only
as per relevant legal requirements. We have committed to underwrite for up to BDT. 72,500,000.00 (BDT- Seven Crore
Twenty Fifty Lac) only for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:
Sl. No. Name of The Company Amount of Underwritten (BDT)
01 Dominage Steel Building Systems Ltd 105,000,000.00
02 B.Brothers Garments Co. Ltd. 105,000,000.00
Total 210,000,000.00
(c) All information as is relevant to our underwriting decision has been received by us and the draft prospectus forwarded
to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen)
days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:
Sd/-
Md. Mohiuddin Mollah
Chief Executive Officer
Shahjalal Equity Management Limited
Place: Dhaka
Date: 27 January, 2020
Prospectus of Beka Garments and Textile Limited Page | 32
ANNEXURE-C
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER (BD FINANCE CAPITAL HOLDINGS LIMITED)
[SEE RULE 4 (1)(d)]
To
The Bangladesh Securities and Exchange Commission
Sub: Public offer of 35,000,000 Ordinary Shares of Tk. 10/- each at par totaling to Tk.350,000,000/- of Beka Garments and Textile
Limited
Dear Sir,
We, the under-noted Underwriter(s) to the abovementioned forthcoming Issue, state individually as follows:
(1) We, while underwriting the above-mentioned issue on a firm commitment basis, have examined the draft prospectus,
other documents, and materials as relevant to our underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer Company, its 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) We are registered with Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out
the underwriting activities. Our present paid-up capital stands at BDT-268,750,000.00(Twenty-six Crore Eighty-seven
lakh fifty thousand taka only) only and have the capacity to underwrite a total amount of BDT- 1,343,750,000.00
(BDT-One Hundred Thirty-four Crore thirty-seven lakh fifty thousand) only as per relevant legal requirements. We
have committed to underwrite for up to BDT. 50,000,000.00 (BDT- Five Crore) only for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:
Sl. No. Name of The Company Amount Underwritten (BDT)
01 AB Bank Limited 250,000,000
02 Express Insurance Limited 15,000,000
03 Onetex Limited 20,000,000
04 Infinity Technology Int. Ltd 10,000,000
Total Underwriting 295,000,000
(c) All information as is relevant to our underwriting decision has been received by us and the draft prospectus forwarded
to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen)
days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:
Sd/-
Barun Prasad Paul
Managing Director & CEO(CC)
BD Finance Capital Holdings Limited
Place: Dhaka
Date: 27 January, 2020
Prospectus of Beka Garments and Textile Limited Page | 34
CHAPTER IV: ABOUT THE ISSUER
(a) Name of the issuer, dates of incorporation and commencement of its commercial operations, its logo, addresses of its
registered office, other offices and plants, telephone number, fax number, contact person, website address and e-mail address:
Particular Description
Name of the Issuer Beka Garments and Textile Limited
Date of Incorporation 07 October 2010
Commencement of Commercial Operation 07 June, 2011
The Logo of the Issuer
Corporate & Registered Office Address PMP Plaza 14, Kemal Ataturk Avenue Banani C/A, Dhaka-
1213, Bangladesh
Factory Address Plot no-FS SFB 01, Adamjee Export Processing Zone (AEPZ),
Shiddirgonj, Narayangonj, Bangladesh
Telephone and Fax number Tel: +880-2-9881381- 83, +880 2 9820168-69
Fax: +880-2-8823274
Contact Person Boby N Diaz (Managing Director)
Website Address www.bekagarmentltd.com
E-mail Address [email protected]
(b) The names of the sponsors and directors of the issuer:
Name of the Sponsor:
Sl. No. Name Designation Remark
1. Ilhan Arslan Chairman Resigned From the position
as on August 08, 2011 2. Vefa Sahin Managing Director
Name of the Existing Directors:
Sl. No. Name Position
1. Micky Diaz Chairman
2. Boby N Diaz Managing Director
3. Bani Diaz Director
4. Jhonathan Brook Diaz 5. Ekhlasur Rahman Independent Director
(c) The name, logo, and address of the auditors and registrar to the issue, along with their telephone numbers, fax numbers,
contact persons, website and e-mail addresses:
Particulars Name & Address Logo Contact person Telephone and fax Number
Auditor
Shiraz Khan Basak & Co.
Chartered Accountants
R.K Tower (Level-10),
86, Bir Uttam C.R Datta Road
(312, Sonargaon), Dhaka-1205
Ramendra Nath
Basak, FCA
Partner
Tel: +88-02-9635139,
Fax: +88-02-8621575 E-mail:
(d) The name(s) of the stock exchanges where the specified securities are proposed to be listed.
Sl. No. Name of the Exchange Logo Address
1 DHAKA STOCK EXCHANGE
LIMITED (DSE)
Stock Exchange Building, 9/F Motijheel C/A, Dhaka-
1000
Tel: +88-02-9564601, 9576210-18
Fax: +88-02-9564727, +88-02-9569755
Web: www.dsebd.org
2 CHITTAGONG STOCK
EXCHANGE LIMITED (CSE)
CSE Building, 1080 Sheikh Mujib Road, Chattagrame-
4100.
Tel: +880-2-9513911-15
Fax: +880-2-9513906
Web: www.cse.com.bd
Prospectus of Beka Garments and Textile Limited Page | 35
CHAPTER –V
CORPORATE DIRECTORY OF THE ISSUER
Prospectus of Beka Garments and Textile Limited Page | 36
CHAPTER V: CORPORATE DIRECTORY OF THE ISSUER
Name of the Issuer Beka Garments and Textile Limited
Date of Incorporation as a Private Limited Company October 07, 2010
Commercial Operation 7 June, 2011
Date of Conversion from Private to Public Limited
Company
23 October, 2018
Logo
Authorized Capital BDT.1,500,000,000/-
Issued, Subscribed & Paid‐up Capital BDT.1,020,000,000/-
Registered Office PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A, Dhaka-
1213,Bangladesh
Factory office Plot no. FS SFB 01, Adamjee Export Processing Zone (AEPZ),
Shiddirgonj, Narayangonj , Bangladesh
Auditor
Shiraz Khan Basak & Co
Tel: +88-02-9635139
Fax: +88-02-8621575
Email: [email protected]
R.K Tower (Level-10) 86, Bir Uttam C.R Datta Road
(312, Sonargaon), Dhaka-1205
Board of Directors
1. Micky Diaz, Chairman)
2. Boby N Diaz, Managing Director
3. Bani Diaz ,Director
4. Jhonathan Brook Diaz ,Director
5.Ekhlasur Rhman, Independent Director
Legal Advisor
Md. Abdullah Al Mamun
Room No # 822, 7th Floor, Bar Building,
Kotowali, Dhaka-1100
Tax Consultant Nasir Uddin
Company Secretary Md. Shamim Ahamed
Banker of the IPO BRAC Bank Limited
Banker of the Company (i)Woori Bank Limited (ii)Trust Bank Limited and (iii) NRB
Commercial Bank Ltd
Compliance Officer Md. Rayhan Kabir
Prospectus of Beka Garments and Textile Limited Page | 38
CHAPTER VI: DESCRIPTION OF THE ISSUER
(A) Summary
i.The summary of the industry and business environment of the issuer. The summary shall not be one-sided or biased to highlight the
issuer or the issue;
Summary of the industry:
The Ready-Made Garments (RMG) industry occupies a unique position in the Bangladesh economy and emerged as the
biggest earning source of foreign currency. Bangladesh is one of the largest producers of textiles and garments products. The
dramatic growth of RMG sector is due to RMG entrepreneurs, BGMEA (Bangladesh Garment Manufacturers and Exporters
Association), BKMEA (Bangladesh Knitwear Manufacturers and Exporters Association), government support, GSP
facility, low labor cost, effective and efficient worker etc. They are using cleaner technologies and producing garments in a
caring and responsible way that preserves the environment for future generations. RMG sector has been providing many
employment opportunities especially for women and empowering them to make a social revolution. The RMG sector helps
to reduce the rate of poverty by creating job opportunities. 60% of the western brands of RMG are being exported from
Bangladesh to European buyers and 40% to American buyers. [Source: www. Textile learner. Blogspot.com]. It is the largest
exporting industry in Bangladesh, which experienced phenomenal growth during the last 20 years. Bangladesh’s RMG
sector has been playing a pivotal in facilitating the country’s export earnings, contributing 83.4% of total export (source:
EPB), apart for generating employment to the tune of 4.4 million, 80% of which are women. (Source: WB). Considering the
sector’s importance to the country’s economic stability, ensuring steady growth for RMG export in the short to medium
term, is a key policy imperative. In the recent past, the sector’s growth has been marginal, with exports growing by 0.2%
and 8.7% for 2016-17 and Bangladesh’s export earnings from the RMG sector stood at $30.61billion, posting 8.76% growth
in the last fiscal year. The figure is 1.51% higher than the target of $30.16 million for FY2018. Future growth would be
contingent on the outcomes of multitude of internal and external factors, which could potentially determine the sector’s
competitiveness and performance vis-à-vis its closest competitors. Fiscal year basis remarkable improvements have shown
in the following table:
Source: BGMEA and EPB
Progress has also been made in workers' rights. Minimum wages of RMG workers have been increased by 219% during the
past 5 years. The Labor Law has been amended ensuring noticeable improvements in workers' rights and welfare. The
industry is making strides in terms of environmental compliance to have a sustainable footing in the global apparel
market. Many RMG factories at their own are adopting green technologies and practices.
Business environment:
The Issuer’s business environment is conducive to the business as we have good supply of raw materials. We have
skilled labors as well. The wage of labor is reasonable also. Government policy is favorable to the sector. Overall, it is
a business friendly situation. Bangladesh has shown remarkable agility over time for a prosperous future eschewing
the hiccups in areas of overall management and infrastructures in this industry. At present, our RMG sector continues
adding fresh ideas and modules like business intelligence, state-of-the-art technology, modern management practices,
and production technique. These are indeed the manifestations of our relentless efforts to the global standards what
was once considered unparalleled to emulate techno-based advance economies. Competitive wage rate together with
the easily trainable workforce, entrepreneurial skill, expanding supply-side capacity, and government policy support
helped to translate the comparative advantages into competitive advantages. Flexible functioning of the labor market
is a positive factor for export competitiveness in Bangladesh.
ii. Summary of consolidated financial, operating and other information:
The information is not applicable to the Beka Garments and Textile Limited Since it has no subsidiary and associated
Company.
13,064.61
14,738.74
14,392.59
15,426.25
17,244.73
12,426.79
13,355.42
13,757.25
15,188.51
16,888.54
25,491.40
28,094.16
28,149.84
30,614.76
34,133.27
2014-2015
2015-2016
2016-2017
2017-2018
2018-2019
RMG Export Trend
WOVEN KNIT TOTAL
Prospectus of Beka Garments and Textile Limited Page | 39
(B) General Information:
(i) Name and address, telephone and fax numbers of the registered office, corporate head office, other offices, factory, business premises and
outlets of the issuer:
Registered and Corporate Head Office of Beka Garments and Textile Limited
Address PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A, Dhaka-1213,Bangladesh
Telephone no +880-2-9881381- 83, +880 2 9820168-69
Fax Number +880-2-8823274
E-mail Address [email protected]
Factory of Beka Garments and Textile Limited
Address Plot no-FS SFB 01, Adamjee Export Processing Zone (AEPZ), Shiddirgonj, Narayangonj, Bangladesh
Telephone no +880-2-9881381-83, +880 2 9820168-69
Fax Number +880-2-8823274
E-mail Address [email protected]
Outlets of the Issuer The Company has no outlets.
(ii) The Board of Directors of the Issuer:
Sl. no. Name of the Directors Position
1 Micky Diaz Chairman
2 Boby N Diaz Managing Director
3 Bani Diaz Director
4 Jhonathan Brook Diaz Director
5 Ekhlasur Rahman Independent Director
(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the Chairman, Managing Director, Whole-time directors, etc.
of the issuer;
(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, Company secretary, legal advisor, auditors, and
Compliance Officer:
Name Position Address Telephone no., Fax No, and e-mail
address
Mr. Sanjoy Roy Chief Financial
Officer (CFO)
PMP Plaza, 14, Kemal Ataturk Avenue,
Banani C/A, Dhaka-1213
Tel: +880-2-9881381- 83
Fax: +880-2-8823274
E-mail: cfo@
bekagarmentsltd.com
Md. Shamim Ahamed Company
Secretary
Tel: +880-2-9881381- 83
Fax: +880-2-8823274
E-mail: cs@ bekagarmentsltd.com
Md. Rayhan Kabir Compliance
Officer
Tel: +880-2-9881381- 83
Fax: +880-2-8823274
E-mail: admin@
bekagarmentsltd.com
Md. Abdullah Al Manun Legal Advisor Room No. 822, 7th Floor Dhaka, Bar
Building, Kotowali Dhaka-1100
Tel: +880171399210
E-mail: [email protected]
Fax: Nil
Shiraz Khan Basak & Co. Auditor
RK Tower (Level # 10) 86, Bir Uttam C.R
Datta Road (312, Sonargaon Road),
Dkaka-1205
Tel: 88-02-9635139
Fax: 88-02-9673597
E-mail:
Sl. No. Name Position Address Tel no. Fax No, and e-mail address
01
Micky Diaz Chairman
PMP Plaza, 14, Kemal
Ataturk Avenue,
Banani C/A, Dhaka-
1213
Tel: +880-2-9881381- 83,
Fax: +880-2-8823274
Email: [email protected]
02
Boby N Diaz Managing
Director
Tel: +880-2-9881381- 83,
Fax: +880-2-8823274
E-mail: [email protected]
03 Bani Diaz Director
Tel: +880-2-9881381- 83
Fax: +880-2-8823274
E-mail: [email protected]
04
Jhonathan Brook Diaz
Director
Tel: +880-2-9881381- 83
Fax: +880-2-8823274
Email: [email protected]
05 Ekhlasur Rahman
Independent
Director
House # 325, Road #
05, DOHS Baridhara,
Dhaka, Cantonment
Tel: +880-2-8413875
E-mail: ind. director @bekagarmentsltd.com
Fax: +880-2-8823274
Prospectus of Beka Garments and Textile Limited Page | 40
(v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the issue
manager, registrar to the issue etc:
MANAGER TO THE ISSUE CONTACT PERSON TELEPHONE AND FAX NUMBER
Shahjalal Equity Management Limited
Al -Razi Complex, Suite# 901(9th Floor), Block-C
166-167, Shaheed Syed Nazrul Islam Sarani,
Dhaka-1000, Bangladesh
Md. Mohiuddin Mollah
Chief Executive Officer
Phone: +88 02 55111680-681
Fax: +880255111682
E-mail: [email protected]
Web: www.shahjalalequity.com
BD Finance Capital Holdings Limited
64,Motijheel C/A (2ndfloor), Dhaka-1000, Bangladesh
Mr. Barun Prasad Paul
Managing Director & CEO
(CC)
Phone: +88 02-9588186-7,
Fax: +88 02-9588185
E-mail: [email protected]
Web: www.bdcapital.com.bd
(vi) The following details of Credit Rating, where applicable:
(a) The names of all the credit rating agencies from which credit rating has been obtained;
(b) The details of all the credit ratings obtained for the issue and the issuer;
(c) The rationale or description of the ratings (s) so obtained, as furnished by the credit rating agency(s);
(d) Observations and risk factors as stated in the credit rating report.
As per clause (e) of sub-rule (4) of rule 3 of the Bangladesh Securities and Exchange Commission (Public Issue) Rules
2015, A company is required to be rated by credit rating company registered with the Commission for a public offer
under book-building method. As the company is offering under fixed price method, the aforementioned rule is not
applicable for the issue.
(vii) Details of Underwriting
(a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of the underwriters and the
amount underwritten by them;
Sl.
No Name & Address
Contact Person, Phone & Email
Address Amount (in Tk.)
1
Shahjalal Equity Management Limited
Al -Razi Complex, Suite# 901(9th Floor),
Block-C,166-167, Shaheed Syed Nazrul
Islam Sarani, Dhaka-1000
Md. Mohiuddin Mollah
Chief Executive Officer
Phone: +88 02 55111680-681,
Fax: +880255111682
E-mail: [email protected]
Web: www.shahjalalequity.com
72,500,000.00
2
BD Finance Capital Holdings Limited
64,Motijheel C/A (2ndfloor), Dhaka-1000,
Bangladesh
Mr. Barun Prasad Paul
Managing Director & CEO
Phone: +88 02-9588186-7,
Fax: +88 02-9588185
E-mail: [email protected]
Web: www.bdcapital.com.bd
50,000,000.00
Total Amount of Underwritten 122,500,000.00
(b) Declaration by the underwriters that they have sufficient resources as per the regulatory requirements to discharge their
respective obligations;
DECLARATION BY THE SHAHJALAL EQUITY MANAGEMENT LIMITED
We are one of the underwriters of the Initial Public Offering (IPO) of BEKA Garments and Textile Limited. We will
underwrite BDT 72,500,000 (Seven Crore Twenty-Five Lac Only) for the upcoming issue on a firm commitment basis.
In this connection, we hereby declare that, we have sufficient resources as per the regulatory requirements to discharge our
respective obligations.
For the Underwriter:
Sd/-
Md. Mohiuddin Mollah
Chief Executive Officer
Shahjalal Equity Management Limited
Place: Dhaka
Date: 27 January, 2020
Prospectus of Beka Garments and Textile Limited Page | 41
DECLARATION BY BD FINANCE CAPITAL HOLDINGS LIMITED
We are one of the underwriters of the Initial Public Offering (IPO) of Beka Garments and Textile Limited We will
underwrite BDT 50,000,000 (Five Crore Only) for upcoming issue on a firm commitment basis. In this connection, we
hereby declare that:
We have sufficient resource as per the regulatory requirements to discharge our respective obligations.
For the Underwriter:
Sd/-
Mr. Barun Prasad Paul
Managing Director & CEO
BD Finance Capital Holdings Limited
Place: Dhaka
Date: 27 January, 2020
(c)Major terms and conditions of the underwriting agreements:
(i) The IPO shall stand canceled in if at least 65% in any category of the IPO is not subscribed.
(ii) In the case of under subscription in any category by up to 35% of the IPO the under-subscribed securities shall be
taken up by the underwriters.
(iii) Notwithstanding anything contained in this Agreement, in the case of any inconsistency between the provision of
this Agreement and the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Public
Issue Rules shall prevail.
(iv) Prior to the publication of the Prospectus, the Company shall obtain a consent from the Bangladesh Securities and
Exchange Commission permitting the issue as described in Article 2.01 and provide for the payment of underwriting
commission maximum 0.50% (Point Fifty percent) on the amount underwritten.
(v) The Issuer shall within 10 (Ten) days of the closure of subscription call upon the underwriter in writing with a copy
of said writing to the Bangladesh 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 within 15 (Fifteen) days of the date
of the said notice and the said amount shall have to be credited into shares subscription account within the said
period.
(vi) 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.
(vii) In the case of failure by the underwriter to pay for the shares within the stipulated time, the Company/Issuer will
be under no obligation to pay any underwriting commission under this agreement.
(C) Capital Structure:
(i) Authorized, issued, subscribed and paid-up capital (number and class of securities, allotment dates, nominal price, issue
price and form of consideration);
Particulars No. of Ordinary Shares Nominal price/ issue
price/ Face value (Tk.) Amount in Taka
Authorized Capital 150,000,000 10.00 1,500,000,000
BEFORE INITIAL PUBLIC OFFERING (IPO)
Issued, subscribed and paid-up Capital 102,000,000 10.00 1,020,000,000
AFTER INITIAL PUBLIC OFFERING (IPO)
To be issued through IPO 35,000,000 10.00 350,000,000
Paid-up Capital (Post IPO) 137,000,000 10.00 1,370,000,000
The Company has raised its paid-up capital in the following phases:
PARTICULARS DATE OF
ALLOTMENT
NUMBER OF SHARES AMOUNT OF
SHARE CAPITAL
(TAKA)
CONSIDERATION
IN CASH
CONSIDERATION
OTHER THAN
CASH
BONUS
1st Subscription
(As MOA & AOA) 07/10/2010 340,000 - - 3,400,000
2nd Allotment 10/09/2018 4,659,950 - - 46,599,500
3rd Allotment 06/10/2018 - - 4,999,950 49,999,500
4th Allotment 03/06/2019 24,850,000 - - 248,500,000
5th Allotment 03/06/2019 40,150,100 - - 401,501,000
6th Allotment 03/06/2019 10,000,000 - - 100,000,000
7th Allotment 26/12/2019 - 17,000,000 170,000,000
Total Taka 97,000,050 4,999,950 1,020,000,000
Note: (i) The Company split its Ordinary share from Tk.100.00 to Tk.10.00 on 23 October 2018
Prospectus of Beka Garments and Textile Limited Page | 42
(ii) The size of the present issue, with a break-up (number of securities, description, nominal value and issue amount):
Particulars Percent No of shares Nominal
Value (Tk.)
Issue Amount
(Taka)
Offer price BDT
10 each at par,
total size of the
fund to be raised
BDT
350,000,000/-
Eligible
Investors
Mutual Funds and
CIS 10% 3,500,000
10
35,000,000
(EIs) EI excluding Mutual
Funds and CIS 30% 10,500,000 105,000,000
General
Public
NRB 10% 3,500,000 35,000,000
GP excluding NRB* 50% 17,500,000 175,000,000
Total 100% 35,000,000 350,000,000
GP excluding NRB*: 17,500,000 Ordinary Shares will be reserved for General Public and Affected Small Investor.
(iii) Paid up capital before and after the present issue, after conversion of convertible instruments (if any) and share premium
account (before and after the issue):
The Company has no convertible instruments and share premium accounts
Particulars Amount in BDT
Paid up capital before the present issue 1,020,000,000
Paid up capital after the present issue 1,370,000,000
Paid up capital after conversion of convertible instruments (if any) N/A
Share premium accounts before the present issue N/A
Share premium account after the present issue N/A
(iv) Category wise shareholding structure with percentage before and after the present issue and after conversion of convertible
instruments (if any);
Sl.
No Name of Director & Sponsor
No. of Ordinary Shares Hold Percentage of Holding
Pre-IPO Post-IPO Pre-IPO Post-IPO
1 Sponsors & Directors 42,126,912 42,126,912 41.30% 30.75%
2 Institutional 33,815,800 44,315,800 33.15% 32.35%
3 Mutual fund - 3,500,000 0.00% 2.55%
4 Individual 26,057,288 43,557,288 25.55% 31.79%
5 Non-Residential
Bangladeshis (NRBs) - 3,500,000 0.00% 2.55%
Total 102,000,000 137,000,000 100.00% 100.00%
The Company has no convertible instrument.
(v) Where shares have been issued for consideration in other than cash at any point of time, details in a separate table, indicating the
date of issue, persons to whom those are issued, relationship with the issuer, issue price, consideration and valuation thereof,
reasons for the issue and whether any benefits have been accrued to the issuer out of the issue;
The Company issue any of its ordinary shares for consideration in other than cash at any point of time.
SL.
No. Name of the Shareholders
Relation with
the issuer
No of Shares Issue
price
Consideration
and
Valuation
Reasons
for the
issue
Benefit
from the
issue 06-10-18 26-12-19
1. Micky Diaz Chairman 761,000 2,729,458 10
Bonus
Payment
of
Dividend
Increase
of Paid
Up
Capital
2. Boby N Diaz
Managing
Director 358,950 2,659,914 10
3. Bani Diaz Director 105,000 815,890 10
4. Jhonathan Brook Diaz Director 105,000 815,890 10
5. Md. Shaiful Islam Shareholder 20,000 20,000 10
6. Aurun Kanti Bisawas Shareholder 50,000 20,000 10
7. Impex Trading Company Shareholder 20,000 88,000 10
8.
Mohammad Haroon
Kamal Shareholder 40,000 120,000 10
9. Nurjahan Begum Shareholder 30,000 20,000 10
10. Aileen Rachael Pereira Shareholder 50,000 35,739 10
11.
Universal Equity
Management Ltd Shareholder 1,250,000 - 10
12. Md. Farid Ahmed Shareholder 75,000 - 10
13. Shameem Ahsan Shareholder 115,000 100,000 10
14.
Ahmed Tawfiqur Rahman
Arnab Shareholder 30,000 100,000 10
15.
Global Shoes & Textiles
Ltd. Shareholder 30,000 200,000 10
16. Sanjoy Roy Shareholder 125,000 57,500 10
17. Santona Dutta Shareholder 25,000 10,000 10
Prospectus of Beka Garments and Textile Limited Page | 43
SL.
No. Name of the Shareholders
Relation with
the issuer
No of Shares Issue
price
Consideration
and
Valuation
Reasons
for the
issue
Benefit
from the
issue 06-10-18 26-12-19
18. Md. Afzalur Rahman Shareholder 187,500 109,500 10
19. Md. Mahbuber Rahman Shareholder 187,500 1,402,109 10
20. Shammi Akther Shibly Shareholder 20,000 30,000 10
21. Md. Majibur Rahman Shareholder 30,000 20,000 10
22. S M Khurshid-Ul Alam Shareholder 10,000 10,000 10
23.
Professor Dr. Suvamoy
Datta Shareholder 45,000 20,000 10
24. Md. Foysol Alam Shareholder 25,000 10,000 10
25.
BMSL Investment
Limited Shareholder 30,000 - 10
26. Farjana Rahman Shareholder 20,000 100,000 10
27. Md. Matiur Rahman Shareholder 40,000 80,000 10
28. Howa Nur Begum Shareholder 30,000 20,000 10
29. T.M Jobaer Shareholder 10,000 20,000 10
30. Abu Bakar Siddique Shareholder 50,000 20,000 10
31. Kazi Tareq Shams Shareholder 1,000,000 - 10
32. F.A. Trading Corporation Shareholder 45,000 - 10
33.
Abaci Investments
Limited (MDA) Shareholder 30,000 - 10
34. Andrea Jacob Shareholder 50,000 20,000 10
35.
Bangladesh Finance And
Investment Company
Limited Shareholder - 102,000 10
36. BD Finance Securities Ltd Shareholder - 52,000 10
37. Anwar Ispat Ltd Shareholder - 2,000 10
38.
NRB Equity Management
Limited Shareholder - 180,000 10
39. Abul Hasan Shareholder - 40,000 10
40. Chandan Roy Shareholder - 50,000 10
41.
Uttara Finance &
Investment Ltd Shareholder - 1,600,000 10
42. Md. Helal Uddin Talukder Shareholder - 60,000 10
43. Md. Arifijjaman Shareholder - 40,000 10
44.
Md. Bakiul Karim
Majumder Shareholder - 20,000 10
45. Md. Razaul Karim Shareholder - 20,000 10
46. Md. Saifuddin Khaled Shareholder - 40,000 10
47. Abdullah Al Mamun Shareholder - 20,000 10
48. Md. Saiful Azam Shareholder - 12,000 10
49.
Mirza Mohammad Mamun
Sadat Shareholder - 12,000 10
50.
Shah Muhammad Itteda
Hasan Shareholder - 12,000 10
51.
Popular Life Insurance
Company Ltd. Shareholder - 400,000 10
52. Ananda Jewelers Shareholder - 20,000 10
53. Brothers Trading Shareholder - 50,000 10
54.
Abu Taiyab Mohammad
Tahmidur Rahman Shareholder - 10,000 10
55. Shusil Chandra Shareholder - 10,000 10
56. Ashok Kumer Pandit Shareholder - 10,000 10
57. Raquibul Hassan Shareholder - 20,000 10
58. Kazi Mostafizur Rahman Shareholder - 60,000 10
59. Kazi Abu Taher Shareholder - 20,000 10
60. Mohammad Fakrul Alam Shareholder - 20,000 10
61. Md. Fazlul Haque Shareholder - 20,000 10
62. Nasrin Akter Shareholder - 20,000 10
63. Md.Rustom Ali Howlader Shareholder - 19,800 10
64. Md.Rashiduzzaman Shareholder - 12,400 10
65. Md.Riaz Haider Shareholder - 10,000 10
66. Mamun Hossain Shareholder - 4,000 10
67. Jannatun Nesa Shareholder - 10,000 10
Prospectus of Beka Garments and Textile Limited Page | 44
SL.
No. Name of the Shareholders
Relation with
the issuer
No of Shares Issue
price
Consideration
and
Valuation
Reasons
for the
issue
Benefit
from the
issue 06-10-18 26-12-19
68. Md. Nizamul Haque Shareholder - 30,000 10
69. Md.Shakhawat Hossain Shareholder - 10,000 10
70.
Bengal Assets Holdings
Ltd Shareholder - 1,644,000 10
71. Md.Ashiqur rahman Shareholder - 60,000 10
72. Abdur Razzak Shareholder - 20,000 10
73. Mohd.Mahbubul Alam Shareholder - 10,000 10
74. Jabia Zahan Shareholder - 10,000 10
75. Md.Shamim Hasan Shareholder - 24,000 10
76. Md.Hasan Imam Shareholder - 5,200 10
77. Md.RuhulAmin Mollah Shareholder - 40,000 10
78. Md. Md.Soyeb Hasan Shareholder - 21,000 10
79. Sultana Parvin Shareholder - 20,000 10
80. Md.Mansur Kabir Shareholder - 12,000 10
81. Md.Arifur Rahman Shareholder - 20,000 10
82.
Md.Jahangir Hossain
Mollah Shareholder - 40,000 10
83. Siran Bin Sarwar Shareholder - 10,000 10
84. Md. Baktiar Uddin Shareholder - 10,000 10
85. Md. Towhidur Rahman Shareholder - 9,800 10
86. Md. Didar Alam Shareholder - 10,000 10
87. Abu Sadat Md Sayem Shareholder - 100,000 10
88. Md. Azharul Islam Khan Shareholder - 20,000 10
89. BRB Securities Limited Shareholder - 200,000 10
90. Marjahan Akter Shareholder - 40,000 10
91.
Bikrampur Potato Flackes
Industries Ltd. Shareholder - 326,000 10
92. Md. Jahirul Islam Shareholder - 20,000 10
93.
Chittagong Pesticides &
Fisheries Ltd Shareholder - 125,800 10
94. Kajal Saha Shareholder - 22,000 10
95. Mohammad Atiqul Alam Shareholder - 30,000 10
96. Alak Chandra Sarkar Shareholder - 30,000 10
97. Rabindra Nath Sarker Shareholder - 30,000 10
98. Md. Saiful Islam Shareholder - 40,000 10
99. Md. Shafiqur Rahman Shareholder - 20,000 10
100. Shamima Nasir Shareholder - 20,000 10
101. Mallik Rowshan Alam Shareholder - 10,000 10
102. Farhana Parvin Shareholder - 10,000 10
103. A.K.M Ehsanullah Shareholder - 6,000 10
104. Md. Rakibul Hasan Shareholder - 10,000 10
105. Md. Sadequz zaman Shareholder - 10,000 10
106. Md. Sanirul Islam Shareholder - 20,000 10
107. Ruma Sarker Shareholder - 20,000 10
108. Mohammad Asraful Alam Shareholder - 20,000 10
109. Juran Chandra Bhowmik Shareholder - 100,000 10
110.
Mir Md. Zainul Abedin
Shibly Shareholder - 20,000 10
111. Md. Shamsul Haque Shareholder - 20,000 10
112. AKM.Monzurul Kabir Shareholder - 10,000 10
113.
SK Trims & Industries
Ltd
Shareholder
- 200,000 10
114. Salma Shareholder - 100,000 10
115. Md. Alamgir Hossain Shareholder - 272,000 10
116. Shaheda Akter Shareholder - 110,000 10
117. Helen Rahman Shareholder - 183,333 10
118. Hafsa Alam Shareholder - 166,667 10
119.
Salman Haider
Chowdhury
Shareholder
- 50,000 10
Prospectus of Beka Garments and Textile Limited Page | 45
(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme, details of such scheme and shares
allotted:
The Company has not allotted any shares in terms of any merger, amalgamation or acquisition scheme.
(vii) where the issuer has issued equity shares under one or more employee stock option schemes, date-wise details of equity
shares issued under the schemes, including the price at which such equity shares were issued:
Sl. No Name of the Employee Address Number of the
Ordinary Shares Held Percentage
1 Sanjoy Roy PMP Plaza (2nd Floor), 14 Kemal
Ataturk Avenue, Banani, Dhaka-
1213.
400,000 0.39%
2 Abu Bakar Siddique 120,000 0.12%
3 Aurun Kanti Bisawas 120,000 0.12%
(viii) If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding two years,
specific details of the names of the persons to whom such specified securities have been issued, relation with the issuer,
reasons for such issue and the price thereof;
Beka Garments and Textile Limited has not made any issue of specific securities at a price lower than the issue price
during the preceding two years.
(ix) The decision or intention, negotiation, and consideration of the issuer to alter the capital structure by way of issue of
specified securities in any manner within a period of one year from the date of listing of the present issue:
The Company has no such decision or intention, negotiation and consideration to alter the capital structure by way of
issue of specified securities in any manner within a period of one year from the date of listing of the present issue.
(x) The total shareholding of the sponsors and Directors in a tabular form, clearly stating the names, nature of issue, date of
allotment, number of shares, face value, issue price, consideration, date when the shares were made fully paid up,
percentage of the total pre and post issue capital, the lock-in period and the number and percentage of pledged shares, if
any, held by each of them:
Name and
Designation
Nature of
Issue
Date of
Allotment &
Share fully
paid-up
No. Of
Ordinary
shares
Face
Value
& Issue
Price
Consideration
Pre-
IPO
(%)
Post-IPO
(%)
Lock in
Period
% of
Pledge
Share
Micky Diaz
Designation:
Chairman
Ordinary
07-10-2011 336,000 10 Cash
16.06% 11.95% 3 Years No
Pledge
10-09-2018 425,000 10 Cash
06-10-2018 761,000 10 Bonus
03-06-2019 9,200,000 10 Cash
03-06-2019 4,925,290 10 Cash
26-12-2019 2,729,458 10 Bonus
14-08-2019 (2,000,000) 10 Transfer
Total 16,376,748
Boby N Diaz
Designation:
Managing
Director
Ordinary
10-09-2018 358,950 10 Cash
15.65% 11.65% 3 Years No
Pledge
03-06-2019 358,950 10 Bonus
03-06-2019 7,900,100 10 Cash
03-06-2019 4,681,570 10 Cash
26-12-2019 2,659,914 10 Bonus
Total 15,959,484
Bani Diaz
Designation:
Director
Ordinary
07-10-2011 4,000 10 Cash
4.80%
3.57%
3 Years
No
Pledge
10-09-2018 101,000 10 Cash
06-10-2018 105,000 10 Bonus
03-06-2019 2,500,000 10 Cash
03-06-2019 1,369,450 10 Cash
26-12-2019 815,890 10 Bonus
Total 4,895,340
10-09-2019 105,000 10 Cash
No
Pledge
Jhonathan
Brook Diaz
Designation:
Director
Ordinary
06-10-2018 105,000 10 Bonus
4.80% 3.57% 3 Years
03-06-2019 2,500,000 10 Cash
03-06-2019 1,369,450 10 Cash
26-12-2019 815,890 10 Bonus
Total 4,895,340
Ekhlasur
Rahman
Independent
Director
N/A N/A N/A N/A N/A N/A N/A N/A N/A
Note:
(i) The Company split its share from Tk.100.00 to Tk.10.00 on October 23, 2018
(ii) Lock-in period’s starts from the First Trading Date of the securities
(iii) There is no pledged share
Prospectus of Beka Garments and Textile Limited Page | 46
(xi) The details of the aggregate shareholding of the sponsors and Directors, the aggregate number of specified securities
purchased or sold or otherwise transferred by the sponsor and/or by the Directors of the issuer and their related parties
within six months immediately preceding the date of filing the prospectus.
Aggregate shareholding of the Sponsor and Director:
Sl. No Name of Sponsor &
Director
Position Number of Ordinary
Shares Held
Percentage
Pre-IPO Post IPO
1 Micky Diaz Chairman 16,376,748 16.06% 11.95%
2 Boby N Diaz
Managing
Director 15,959,484 15.65% 11.65%
3 Bani Diaz Director 4,895,340 4.80% 3.57%
4 Jhonathan Brook Diaz Director 4,895,340 4.80% 3.57%
Total 42,126,912 41.30% 30.75%
(xii) The name and address of any person who owns, beneficially or of record, 5% or more of the securities of the issuer,
indicating the amount of securities owned, whether they are owned beneficially or of record, and the percentage of the
securities represented by such ownership including number of equity shares which they would be entitled to upon exercise
of warrant, option or right to convert any convertible instrument.
Sl. No Name of Shareholder Address Number of
Shares
Percentage of
ownership
1 Micky Diaz PMP Plaza, 14, Kemal Ataturk Avenue, Banani
C/A, Dhaka-1213
16,376,748 16.06%
2 Boby N Diaz 15,959,484 15.65%
3 Bengal Assets Holdings Ltd 191, SK Mujib Road, Nahar Manjil (1st
Floor), Agrabad, Chottogram. 9,864,000 9.67%
4 Uttara Finance & Investment Ltd JBC Tower (6th Floor)10, Dilkusha, Dhaka-1000, 9,600,000 9.41%
There is no event or intent of exercising warrant, option or right to convert any convertible instrument
(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and all other officers or employees as a group,
indicating the percentage of outstanding shares represented by the securities owned.
None of the employees of the Company own any shares of the issuer Company “Beka Garments and Textile Limited” except
the following:
Sl.
No Name of Shareholder Position
Number of
Shares
Percentage of
Shareholding
at present
1 Micky Diaz Chairman 16,376,748 16.06%
2 Boby N Diaz Managing Director 15,959,484 15.65%
3 Bani Diaz Director 4,895,340 4.80%
4 Jhonathan Brook Diaz Director 4,895,340 4.80%
5 Sanjoy Roy Chief Executive Officer 400,000 0.39%
6 Abu Bakar Siddique Manager-Accounts 120,000 0.12%
7 Aurun Kanti Bisawas Sr. Executive-Accounts 120,000 0.12%
D. DESCRIPTION OF BUSINESS:
i. The date on which the issuer Company was incorporated and the date on which it commenced operations and the nature of
the business which the Company and its subsidiaries are engaged in or propose to engage in company:
Beka Garments and Textile Limited 100% Manufacturing and Export Oriented Garments. The company was incorporated
as a Private Limited Company on 07 October 2010 under the Companies act 1994. Subsequently, the Company was
converted into a Public Limited Company by shares on 23 October, 2018.The commercial operations of the company
started on 07 June, 2011. The principal activities of the company are manufacturing and exporting readymade garments
product. The company is specialized in manufacturing Long Pant, Jacket, Rain Breaker, Short Pant, Swim Sports, Tennis
Shorts, Running Shorts, 5 Pocket Basic Pants, Cargo Pants, Bermuda Pants, Chino Pants, Jogger Pants, Jogging Pants,
Padding Jackets, Softball Jackets, Windbreakers, Ski Jacket, Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP
Detachable, Ladies Blouse, Ladies Cord Tops, Ladies Tops etc.
ii. Location of the project:
The Corporate office and Factory are situated at Plot no-FS SFB 01, Adamjee Export Processing Zone Shiddirgonj,
Narayangonj, Bangladesh.
iii. Plant, machinery, technology, process, etc.
PLANT
Beka Garments and Textile Limited has started its journey in 07 October 2010 and launched commercial operation in 07
June, 2011. To meet the growing demand for its products BGTL gradually enhanced capacity of its production plant.
Prospectus of Beka Garments and Textile Limited Page | 47
MACHINERY
Beka Garments and Textile Limited is using most modern machineries and equipment’s in that era imported from
renowned suppliers & manufacturers across the globe specially in Germany, Japan, U.S.A, Taiwan, China, Korea, Italy,
Indonesia, Hong Kong, Singapore, France, and Denmark to get the stylish & finest products in the hands of customers.
We, at BGTL always strive to be the best and first to introduce latest manufacturing facilities. Machineries using in the
plant are presented in the Description of Property section of the draft prospectus.
TECHNOLOGY
In its manufacturing process, Beka Garments and Textile Limited (BGTL) has used best-in-class of technology, standards
quality and dynamic product innovation. The technology and machinery used in the production process for
manufacturing Woven Tops & Bottoms for men, ladies boys and girls manufacturer and exporter of readymade garments.
PROCESS
On receiving the orders from its customers, BGTL manufactures the products and supply those to the customers‟
destination as per their requirement. As the company is a deemed exporter, it supplies the products to the local
destinations. Total quality management lead by the trained professionals, strict monitoring, and true measurement always
provided competitive advantage.
iv. Details of the major events in the history of the issuer, including details of capacity/facility creation, launching of the plant,
products, marketing, change in ownership and/or key management personnel etc;
Date of incorporation 07 October 2010 As a private limited Company, Registration No. C-
87427/10
Conversion of Private to Public Limited Company
Converted into a public limited Company on 23 October, 2018 with
Registrar of Joint Stock Companies and Firms (RJSC) in
Bangladesh under the Companies Act, 1994
Date of Commercial Operation 07 June, 2011
Installed Capacity (PCS) as on December-2019 6,179,149
Actual Production (PCS) as on December -2019 4,266,490
Launching of Plant 07 June, 2011
Launching of Products 07 November, 2011
Launching of Distribution Channel 17 September, 2011
Change in ownership
Name Date of Change
in Ownership Remarks
Mr. Ilhan Arslan 08-08-2011
Resigned From the
position Mr. Vefa Sahin
Key Management Personnel
1. Micky Diaz, Chairman
2. Boby N Diaz, Managing Director
3. Bani Diaz, Director
4. Jhonathan Brook Diaz, Director
5. Ekhlasur Rahman, Independent Director
6. Sanjoy Roy, Chief Executive Officer
7. Md. Shamim Ahamed, Company Secretary
8. Md. Rayhan Kabir, Compliance Officer
Appointment of Independent Director(s) Ekhlasur Rahman ( As on 25 August, 2019)
v.Principal products or services of the issuer and markets for such products or services. Past trends and future prospects
regarding exports (if applicable) and local market, demand and supply forecasts for the sector in which the product is
included with a source of data;
Beka Garments and Textile Limited 100% Manufacturing and Export Oriented Garments. The company principal
activities of the company are manufacturing and exporting readymade garments product. The company is specialized in
manufacturing Long Pant, Jacket, Rain Breaker, Short Pant, Swim Sports, Tennis Shorts, Running Shorts, 5 Pocket
Basic Pants, Cargo Pants, Bermuda Pants, Chino Pants, Jogger Pants, Jogging Pants, Padding Jackets, Softball Jackets,
Windbreakers, Ski Jacket, Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP Detachable, Ladies Blouse, Ladies
Cord Tops, Ladies Tops etc.
PAST TRENDS:
Particulars 31-Dec-2019 30-Jun-2019 30-Jun-2018 30-Jun-2017 30-Jun-2016 30- Jun-2015
Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
Prospectus of Beka Garments and Textile Limited Page | 48
FUTURE PROSPECTS:
RMG and textile sector contributes maximum portion of national export of Bangladesh. This sector has remarkable
growth and huge contribution to the overall export of the country. As an exporter of RMG sector, BGTL also has the
opportunity to increase its export including developing infrastructure and skilled workforce. Beka Garments and Textile
Limited is 100% manufacturing and export oriented woven garments industry. So future prospect of local market is not
applicable for us.
PROJECTED REVENUE:
Particulars 30-June-2020 30-June-2021 30-June-2022
Revenue 2,271,583,419 2,498,741,761 2,876,551,515
vi.If the issuer has more than one product or service, the relative contribution to sales and income of each product or service
that accounts for more than 10% of the Company’s total revenues:
Since, the Company is engaged in the business of Readymade Woven Garments products which contribute 100% of the
total revenue.
The details of Woven Garments products are given below:
1. Long Pant
2. Jacket
3. Rain Braker
4. Short Pant
5. Swim Sports
6. Tennis Shorts
7. Running Shorts
8. 5 Pocket Basic Pants
9. Cargo Pants
10. Bermuda Pants
11. Chino Pants
12. Jogger Pants
13. Jogging Pants
14. Padding Jackets
15. Softball Jackets
16. Windbreakers
17. Ski Jacket
18. Fleece Jacket
19. Trucker Jacket
20. Trucker Jacket With ZIP Detachable
21. Ladies Blouse
22. Ladies Cord Tops
23. Ladies Tops
The sales as per 31 December, 2019 more than 10% of the company’s total revenues are:
Particulars Amount in Taka Contribution on sales
Short Pant 137,032,985 13%
vii.Description of associates, subsidiary and holding Company of the issuer and core areas of the business thereof;
There is no subsidiary, associates, subsidiary and holding Company of Beka Garments and Textile Limited
viii.How the products or services are distributed with details of the distribution channel. Export possibilities and export
obligations, if any:
Beka Garments and Textile Limited is a 100% manufacturing and export oriented woven Garments Company. Its
products are marketed based on buyer’s requirement. A detailed process flow is presented below:
Export Possibility & Obligation: We don’t have any export obligation rather there is good potential of expansion for export.
ix.Competitive conditions in business with names, percentage, and volume of market shares of major competitors;
There are many Companies engaged in RMG industries in Bangladesh. Major Competitors are:
A. LISTED COMPANY
Sl. No Name of Competitor Amount in taka Percentage
1 Saiham Textiles Mills Limited 2,599,187,531 17.05%
2 Hwa Well Textiles (BD) Limited 1,361,799,432 8.93%
3 Envoy Textile Ltd 9,118,517,693 59.82%
Sources: Taken from company website Financial Statement for the period 30 Jun, 2019
Raw Material Import/Purc
haseWare House
Inspection regarding quality of Raw Materials
& supply to production floor
Raw material process and
sample production
Final production
Quality Inspection
Iron &Packing
Finished Ware House
Export
Prospectus of Beka Garments and Textile Limited Page | 49
B. However, there are some other non-listed Companies who are also the competitors of Beka Garments and Textile Limited
which are as follows:
Sl. No Name Address
1 Opex Sinha Textile 56/1, Block – C, Road- 01,Mirpur-13,Ph. 9013766
2 Mid Asia Fashion Ltd Industrial Plot # M-16, Section # 14, Mirpur, Dhaka
3 Tarashima Apparels Ltd
(Baridhi Garments Limited)
Tarasima Apparels Ltd. Kodda, Manikgonj. Number of employees: 6200 (SFB
# 7 , Comilla EPZ, Comilla, 3500)
4 Snowtex Outwear Ltd
B65/3 Lakuriapara, Dhulivita ,Dhamrai ,Dhaka Aricha Mohashorok ,
Dhamrai
5 Liz Fashion Industry
1, Block C, Shaheed Mosharaf Hossain Road, East Chandura, Shafipur.
Address
6 NASSA-Taipei textiles
limited
238, Bir Uttam Mir Shawkat Sarak, Bir Uttam Mir Shawkat Sarak, Dhaka
1208 Note: No market data regarding volume and market shares of the above-mentioned companies are available.
x.Sources and availability of raw materials, names, and addresses of the principal suppliers and contingency plan in case of
any disruption;
The major Raw material of Beka Garments and Textile Limited is Fabric & Accessories that are readily available and can
be procured locally and imported from the following sources:
SL.
NO SUPPLIERS NAME ADDRESS
TYPE OF RAW
MATERIAL
PURCHASE
1. Suzhou Rongyun Textiles
Co., Ltd
Wujiang District City Eye Rings west Road
No.2051Jiangsu Province China
Fabric
2. Changzhou Hongnuoya
Textile Co., Ltd
Hutang, Changzhou, Jiangsu, China
3. Opex Sinha Textile 56/1, Block – C, Road- 01,Mirpur-13,Ph. 9013766
4. Family Tex Bd Ltd Plot # 47-48, Road # 05, Sector # o4, CTG EPZ
5. Mid Asia Fashion Ltd Industrial Plot # M-16, Section # 14, Mirpur, Dhaka
6. Tarashima Apparels Ltd
(Baridhi Garments Limited)
Tarasima Apparels Ltd. Kodda, Manikgonj. Number of
employees: 6200 (SFB # 7 , Comilla EPZ, Comilla, 3500)
7. Snowtex Outwear Ltd B65/3 Lakuriapara,Dhulivita ,Dhamrai ,Dhaka Aricha
Mohashorok , Dhamrai
8. Vietnam Paiho Ltd
Lot 30-32-34, Road No.3, Tan Tao Industrial Park, Tan
Tao A Ward, Binh Tan District, Ho Chi Minh City,
Vietnam.
Accessories Supplier 9. YKK Bangladesh Ltd
House:1/B (3rd floor), Road:08,Block-1, Banani, Dhaka-
1213
10. Paxar Bangladesh Limited 3/F, Uday Tower, 57 Gulshan Avenue, Gulshan 1,
Dhaka
11. Next Accessories Limited House:1/B (3rd floor), Road: 08, Block- I,
Banani, Dhaka-1213
Contingency plan: As a number of suppliers of raw materials are plenty in the market if one supplier fails to provide raw
material there are always other suppliers available. So, there is no possibility of disruption.
xi.Sources of, and the requirement for, power, gas and water; or any other utilities and contingency plan in case of any
disruption:
All required utility facilities are available to run the factory properly. For the contingency all the utility source is readily
available and can be procured locally from the following sources:
UTILITIES SOURCES AND REQUIREMENT
POWER
The sanctioned load for electricity with AEPZA is with a capacity of 905 KW per month. The new project
will need additional 1000 KW of electricity per hour which will be supplied with existing line. We have
already sanction load and no additional power is required to hire from external side for our expansion project.
WATER
8.05 cubic meter water per day is required to run the project smoothly for circulation, cooling and human
consumption. Requirement for water will be supplied by Adamjee Export Processing Zones Authority
(AEPZA) which already been permitted by our existing permission.
GAS Beka Garments and Textile Limited produces woven garments products. so there have no need to gas.
Prospectus of Beka Garments and Textile Limited Page | 50
xii. Names address(s), telephone number, web address, e-mail and fax number of the customers who account for 10% or more
of the Company’s products or services with amount and percentage thereof;
The customers who account for 10% or more of the company’s products/services with amount and percentage are as follows
based on Quarterly financial statements 31 December 2019
NAME OF CUSTOMER ADDRESS CONTRACT INFORMATION AMOUNT PERCENTAGE
Decathlon
S.A.(oxylene)
No.4 Boulevard De
Mons-59665 Villeneuve
D'ascq France
Phone: +88027914871-4
Email:[email protected] 224,981,359 21.15%
Tex idea - Nordic
Industrivej 1
7120 Vejle Ø - Danmark
Tel: +453871323
Email:
Web: www.texidea.de
187,946,026 17.67%
Tex Solution
Consulting Bangladesh
Ltd.
House No.08, Isha
Khan Avenue, Sector
No.06, Uttara Model
Town, Dhaka-1230,
Bangladesh.
Phone: +8801720066778
Email:[email protected] 182,634,710 17.17%
Euro Centra Company
Limited
55/FL, Tower Langham
PLC,8 Argyle Street
Mongkok Kowloon,
Hong Kong
Email: [email protected]
WWW: EuroCentra.com 123,777,051 11.64%
xiii. Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from whom the issuer purchases 10%
or more of its raw material or finished goods with amount and percentage thereof;
The suppliers from whom the issuer purchases 10% or more of its raw material/finished goods with amount\ and percentage
as follows based on Quarterly financial statements 31 December 2019
Name of customer Address Contract information Amount Percentage
Suzhou Rongyun
Textiles Co., Ltd
Wujiang District City
Eye Rings west Road
No.2051Jiangsu
Province China
Phone:01686090778
Mail: [email protected]
219,253,953
36.82%
Changzhou Hongnuoya
Textile Co., Ltd
Hutang, Changzhou,
Jiangsu, China
Email:[email protected]
Web:https://mclloydbis.com/
81,234,567 13.64%
YKK Bangladesh Ltd House:1/B(3rdfloor),
Road:08,Block-1,
Banani, Dhaka-1213
67,845,312
11.39%
xiv. Description of any contract which the issuer has with its principal suppliers or customers showing the total amount and
quantity of transaction for which the contract is made and the duration of the contract. If there are not any of such
contracts, a declaration is to be disclosed duly signed by CEO/MD, CFO and Chairman on behalf of Board of Directors:
The Company has no such contract with Principal Suppliers or Customers.
DECLARATION REGARDING CONTRACT WITH PRINCIPAL SUPPLIERS OR CUSTOMERS
We, on behalf of the Board of Directors, certify that Beka Garments and Textile Limited did not enter into any
contract with its principal suppliers or customers.
Sd/-
Boby N Diaz
Managing Director
Sd/-
Sanjoy Roy
Chief Finance Officer
Sd/-
Micky Diaz
Chairman
xv. Description of Licenses, registrations, NOC and permission obtained by the issuer with issue, renewal and expiry dates:
SL. No. Name of Certificate/
license/Registration/ NOC
License Issuer/Issuing
Authority
Certificate /
License No Expiry Date Remarks
1. Certificate of Incorporation
Registrar of Joint Stock
Companies and Firms,
Government of
Bangladesh
C-87427/10 N/A
As Private Ltd
Company October 07,
2010 & converted to
Public Ltd Company
on 23 October , 2018
2. TIN Certificate National Board of
Revenue 857525397754 N/A -
Prospectus of Beka Garments and Textile Limited Page | 51
SL. No. Name of Certificate/
license/Registration/ NOC
License Issuer/Issuing
Authority
Certificate /
License No Expiry Date Remarks
3. VAT Reg. No. Customs, Excise & VAT
Commissioner ate, Dhaka 001269385-0305 N/A -
4. Trade License Narayanganj City
Corporation 1628 30th June, 2020 -
5. Fire License Bangladesh Fire Services
and Civil Defense
DD/Dhaka/24485/
2013 30th June,2020 -
6. Environment Clearance
Certificate
Environment Clearance
Certificate N/A
7. BGMEA Membership
Certificate
Bangladesh Garments
Manufacturers &
Exporters Association
Reg. No. 5522 31st Dec, 2019 Applied for
Renewal
8. Bond License Customs Bond
Commissioner ate, Dhaka 169/2011 08 October 2022 -
9. Enrolment Certificate Export Promotion
Bureau, Bangladesh BD05327 30Th June, 2020 -
10. Boiler Certificate Office of the Chief
Inspector of Boilers Ba: Ba 11234 23 Sep,2020 -
xvi. Description of any material patents, trademarks, licenses or royalty agreements:
Beka Garments and Textile Limited has no material patents, trademarks or royalty agreements. However, it has several
regulatory licenses and certificates in order to continue its operation.
xvii. A number of total employees and number of full-time employees:
The Company has 2,136 employees as of 31 December 2019. Details are as follows:
Salary Range Number of Employees
Total Employees Officers Worker
Below Tk. 8,200 - - -
Above Tk. 8,200 154 1,982 2,136
Total 154 1,982 2,136
xviii. A brief description of the business strategy;
BGTL has modern machineries and technology that ensures quality products. Quality is main concern while
formulating strategy. The company tries to produce goods with cheap cost so that they can get competitive advantages
over their competitors. They also believe in providing customizing products to customer as per need basis so that they
can get maximum market share of products. So innovation is always there.
xix. A table containing the existing installed capacities for each product or service, capacity utilization for these products or
services in the previous years, projected capacities for existing as well as proposed products or services and the
assumptions for future capacity utilization for the next three years in respect of existing as well as proposed products or
services. If the projected capacity utilization is higher than the actual average capacity utilization, the rationale to achieve
the projected levels.
Total actual capacity and its utilization (Yearly):
Year Products Installed capacity (Pcs) Capacity Utilization for
this Products (Pcs)
Actual Capacity Utilization
(%)
December-2019
Woven
Garments
6,179,149(Half-Yearly) 4,266,490 69.05%
2018-2019 11,384,488 (Yearly) 7,814,500 68.64%
2017-2018 10,800,000 (Yearly) 7,673,096 71.05%
2016-2017 8,928,000 (Yearly) 6,060,324 67.88%
2015-2016 6,480,000 (Yearly) 4,698,660 72.51%
2014-2015 5,040,000 (Yearly) 3,710,892 73.63%
Assumptions for future capacity Utilization (Yearly):
Year Products Installed Capacity
Projected
Capacity
Utilization (Pcs)
Actual Capacity
Utilization (%)
2021-2022 Woven
Garments
346,000 11,326,100 70.09%
2020-2021 1,519,100 12,845,200 71.42%
2019-2020 2,679,800 15,525,000 73.17%
The rationale to Achieve:
The company has projected that the capacity utilization will be increased due to installation of new machineries as
well as increase in the market demand for garments. The company will have utilized its remaining capacity to meet
the additional market demand for products.
Prospectus of Beka Garments and Textile Limited Page | 52
(E) Description of Property
The written down value of Property, Plant and Equipment owned by the Company as per audited accounts as at 30
June 2019 and December 31, 2019 are stated below:
Particulars Amounts in Taka
WDV as on 31.Dec.2019 WDV as on 30.06.2019
Land Development 33,291,145 33,999,468
Factory Building & Other Construction 205,822,429 211,066,102
Plant & Machinery 913,065,397 867,796,899
Boiler & compressor 33,249,370 33,362,548
Generator 21,757,590 22,386,550
Office Equipment 47,444,755 48,939,998
Furniture & Fixture 58,899,576 50,434,426
Electric Installations 29,116,921 25,115,808
Motor Vehicle 35,298,340 23,254,127
Fire Hydrant System 33,426,719 35,162,886
Fire Extinguisher 31,685,011 33,330,715
Total 1,443,057,253 1,384,849,526
(i) Location and area of the land, building, principal plants and other property of the Company and the condition thereof;
The entire above-mentioned assets are located at the Company’s factory premises at Plot no-FS SFB 01, Adamjee
Export Processing Zone Shiddirgonj, Narayangonj. All of the above mentioned Property, Plant and Equipment are
in working condition. Details are given under as follows:
Sl. No Name of the Assets Location and Area Condition of the Property
1 Land Development
Plot no-FS SFB 01, Adamjee
Export Processing Zone
Shiddirgonj, Narayangonj,
Bangladesh
Good condition 2
Factory Building & Other
Construction
3 Plant & Machinery Working in good condition
4 Boiler & compressor Working in good condition
5 Generator
Good condition 6 Office Equipment At Factory and Corporate Office
7 Furniture & Fixture At Factory and Corporate Office
8 Electric Installations At Factory
9 Motor Vehicle At Factory and Corporate Office Running
10 Fire Hydrant System At Factory Good condition 11 Fire Extinguishers At Factory Good condition
(ii) Whether the property is owned by the Company or taken on the lease;
The company’s registered office and factory is located in PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A, Dhaka-
1213 and Plot no-FS SFB 01, Adamjee Export Processing Zone Shiddirgonj, Narayangonj which is leasehold property
was taken from Adamjee Export Processing Zone (AEPZ), duration of the said lease is 30 years starting from November
01, 2011 can be renewed by mutual understanding with AEPZA. Except the aforesaid land all the assets of the company
are in its own name.
(iii) Dates of Purchase, last payment date of current rent (খাজনা) and mutation date of lands, deed value and other costs
including details of land development cost; if any and current use thereof;
The company’s registered office and factory is situated in PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A, Dhaka-
1213 and Plot no-FS SFB 01 Adamjee Export Processing Zone Shiddirgonj, Narayangonj which is on a leasehold
property taken from (AEPZA). So, the above information is not applicable for the company.
(iv) The names of the persons from whom the lands has been acquired /proposed to be acquired along with the cost of
acquisition and relation, if any, of such persons to the issuer or any sponsor or Director thereof;
The company did not purchase any land.
(v) Details of whether the issuer has received all the approvals pertaining to use of the land, if required;
The company did not purchase any land.
(vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge on the property, with the name
of the mortgagee;
The issuer company has no mortgage property against the loan that the deeds personal property was kept as security
against the loan of the company as follows:
Prospectus of Beka Garments and Textile Limited Page | 53
Mortgage Description of
Property Deed No Khatian no.& Plot no.
Area of Decimal/Sqr.
Ft
Trust
Bank
Limited
Land
5425 SA-171 and 190 RS 176& 177 42.15
7259 CA-21, SA-34 &RS-91 30.00
795 CA-169, SA-190 & RS- 177 33.00
9675 SA-114, RS-79 10.50
7506 SA-74, RS-41 73.00
12556 Khatian No- 42 8.75
4270 SA-457, BS-1358 11.00
4330 SA-2944, BS-3500 2.00
5135 SA-487, BS-971 9.00
1964 SA-548, BS-301 90.00
4002 CS-548, SA-520 & BS-411 165.00
Apartment 6512 Flat A/1 (1st Floor) Plot-23, Road-
18, Block-A, Banani, Dhaka 1614.34 (Sq. Ft)
Land
6104, 16914 CS & SA-399, RS-562 112.00
10038 CS-169, SA-190 & RS-117 20.00
5203 SA-68, RS-78 27.00
3918 SA-60, BS-3274 60.00
4861,4862 RS-83, RS-142 & SA-91, RS-95 101.34
All the land property of the issuer company is on lease from AEPZA as follows:
Principal terms and conditions of the lease agreements
Lessor Address Area Rent/Sq.mtr/per
Annum
Term Remarks
Adamjee Export
Processing Zones
Authority (AEPZA)
Plot no-Plot No 178-179
Adamjee Export
Processing Zone
Shiddirgonj,
Narayangonj
5,803.55s
q.meter
(approx.)
US$ 153,213.72
(Land)
30
years
Lease is 30 years and
can be renewed by
mutual
understanding with
AEPZA
Adamjee Export
Processing Zones
Authority (AEPZA)
Plot no-FS SFB 01,
Adamjee Export
Processing Zone
Shiddirgonj,
Narayangonj
9,084.68
sq. meter
(approx.)
US$ 299,794.44
(Building)
02
years
Lease is 02 years
and can be renewed
by mutual
understanding with
AEPZA
(vii) If the property is taken on lease, the expiration dates of the lease with the name of the lessor, principal terms and conditions
of the lease agreements and details of payment.
Principal terms and conditions of the lease agreements
Lessor Address Area Rent/Sq.mtr/p
er Annum
Term Remarks
Adamjee Export
Processing Zones
Authority
(AEPZA)
Plot no-Plot No 178-179
Adamjee Export Processing
Zone Shiddirgonj,
Narayangonj
5,803.55s
q.meter
(approx.)
US$
153,213.72
(Land)
30 years Lease is 30 years
and can be renewed
by mutual
understanding with
AEPZA
Adamjee Export
Processing Zones
Authority
(AEPZA)
Plot no-FS SFB 01, Adamjee
Export Processing Zone
Shiddirgonj, Narayangonj
9,084.68
sq. meter
(approx.)
US$
299,794.44
(Building)
02years
Lease is 02 years
and can be renewed
by mutual
understanding with
AEPZA
Prospectus of Beka Garments and Textile Limited Page | 54
(viii) Dates of purchase of plant and machinery along with seller’s name, address, years of sale, a condition when purchased, country of origin, useful economic life at purchase and remaining
economic life, purchase price and written down value;
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
1 SINGLE
NEEDLE JUKI 90 2010-2011
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 15 6 62,100 5,073,570 2,102,149
2 OVER LOCK 5T JUKI 85 2010-2011 Juki Singapore
Pte Ltd.
Japan/china/T
aiwan
Brand
New 15 6 66,300 5,416,710 2,244,324
3 BARTACK JUKI 4 2010-2011 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 18 9 11,800 964,060 499,771
4 BUTTON
STITCH JUKI 4 2010-2011
Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 15 6 17,400 1,421,580 589,008
5 FLAT LOCK JUKI 14 2010-2011 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 12 3 20,742 1,694,644 437,606
6 FLAT LOCK JUKI 2 2010-2011 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 12 3 3,576 292,180 75,449
7 FLAT LOCK JUKI 2 2010-2011 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 12 3 4,598 375,660 97,006
8 FLAT LOCK JUKI 2 2010-2011 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 12 3 3,576 292,180 75,449
9 FEET OF THE
ARM JUKI 2 2010-2011
Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 20 11 6,800 555,560 316,912
10 CHAIN STITCH JUKI 2 2010-2011 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 18 9 4,760 388,892 201,603
11 BTTON HOLE JUKI 4 2010-2011 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 15 6 12,480 1,019,616 422,461
12 EAY HOLE JUKI 1 2010-2011 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 20 11 8,850 723,045 412,452
13 EYELET HOLE JUKI 2 2010-2011 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan/Malaysi
a
Brand
New 20 11 22,000 1,797,400 1,025,305
Prospectus of Beka Garments and Textile Limited Page | 55
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
14 KANSA JUKI 6 2010-2011 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 20 11 9,672 790,200 450,760
15 CYCLE
MACHINE JUKI 28 2010-2011
Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 20 11 201,600 16,470,720 9,395,518
16 NEEDLE
DIRCTOR JUKI 1 2010-2011
Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 14 5 9,800 800,660 296,030
17 RECONE
MACHINE JUKI 2 2010-2011
Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 20 11 4,922 402,092 229,368
18 RECONE
MACHINE JUKI 1 2010-2011
Juki Singapore
Pte Ltd.
Japan/China/T
aiwan
Brand
New 12 3 1,450 118,465 30,591
19 GENERATOR FUJIAN 1 2010-2011 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 11 12,240 1,000,000 570,438
20 THREAD
SUCHING ANYSEW 1 2010-2011
Orpa
Corporation China
Brand
New 15 6 1,836 150,000 62,150
21 COMPRASORE
BOX JUKI 2 2010-2011
Orpa
Corporation China
Brand
New 20 11 734 60,000 34,226
22 SPOT DIRCTOR
MACHINE MALKAN 1 2010-2011
Orpa
Corporation China
Brand
New 15 6 9,113 744,493 308,468
23 SINGLE
NEEDLE JUKI 39 2011-2012
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Taiwan/
Japan/Malaysi
a
Brand
New 15 7 25,350 2,071,095 1,001,940
24 TWO NEEDLE JUKI 65 2011-2012 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Taiwan/
Japan/Malaysi
a
Brand
New 15 7 74,750 6,107,075 2,954,439
25 OVER LOCK JUKI 5 2011-2012 Juki Singapore
Pte. Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Taiwan/
Japan/Malaysi
a
Brand
New 15 7 3,650 298,205 144,264
26 BARTACK JUKI 7 2011-2012 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Taiwan/
Japan/Malaysi
a
Brand
New 18 10 19,600 1,601,320 922,792
Prospectus of Beka Garments and Textile Limited Page | 56
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
27 BUTTON
STITCH JUKI 4 2011-2012
Juki Singapore
Pte Ltd.
China/Taiwan/
Japan/Malaysi
a
Brand
New 15 7 15,800 1,290,860 624,483
28 CYLINDER
BED F/L JUKI 2 2011-2012
Juki Singapore
Pte Ltd.
China/Taiwan/
Japan/Malaysi
a
Brand
New 20 12 4,400 359,470 223,776
29 CYLINDER
BED F/L JUKI 1 2011-2012
Juki Singapore
Pte Ltd.
China/Malaysi
a
Brand
New 20 12 2,800 228,760 142,407
30 FEED OF THE
ARM JUKI 2 2011-2012
Juki Singapore
Pte Ltd.
China/Taiwan/
Japan/Malaysi
a
Brand
New 20 12 4,700 365,442 227,494
31 ZIG ZAG JUKI 4 2011-2012 Juki Singapore
Pte Ltd.
China/Taiwan/
Japan/Malaysi
a
Brand
New 20 12 9,520 777,784 484,184
32 CHAIN STITCH JUKI 20 2011-2012 Juki Singapore
Pte Ltd.
China/Taiwan/
Japan/Malaysi
a
Brand
New 18 10 44,500 3,635,660 2,095,119
33 APW JUKI 2 2011-2012 Juki Singapore
Pte Ltd.
China/Taiwan/
Japan/Malaysi
a
Brand
New 15 7 36,400 2,973,880 1,438,683
34 SINGLE
NEEDLE JUKI 516 2012-2013
Juki Singapore
Pte Ltd.
China/Japan/
Malaysia
Brand
New 15 8 321,984 25,420,740 14,058,257
35 TWO NEEDLE JUKI 14 2012-2013 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan/Malaysi
a
Brand
New 15 8 23,296 1,839,222 1,017,132
36 OVER LOCK JUKI 141 2012-2013 Juki Singapore
Pte Ltd.
Japan/China/T
aiwan/Malaysi
a
Brand
New 15 8 102,648 8,104,116 4,481,763
37 BARTACK JUKI 10 2012-2013 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Japan/
Malaysia
Brand
New 18 11 28,080 2,216,920 1,405,478
Prospectus of Beka Garments and Textile Limited Page | 57
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
38 BUTTON
STITCH JUKI 2 2012-2013
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Japan/
Malaysia
Brand
New 15 8 7,696 607,600 336,017
39 BLIND STITCH JACK 3 2012-2013 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 11 1,350 105,000 66,568
40 EYELET HOLE JUKI 1 2012-2013 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 20 13 13,520 1,067,404 719,916
41 FUSING
MACHINE HASHIMA 4 2012-2013
Eastman
Technocrats
Ltd.
Elite House (3rd & 5th Floor)
54, Motijheel C/A, Dhaka China/Taiwan
Brand
New 20 13 30,600 2,402,100 1,620,108
42 HIT SELLING
MACHINE MAX 2 2012-2013
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 8 929 72,938 40,336
43 CAD MACHINE CHINA 2 2012-2013 Winda
Technology Ltd.
Flat/RM B 8/F Chong Ming
Building 72 Cheung Sha wan
RD KL
China Brand
New 20 13 20,000 1,555,000 1,048,777
44 END CUTTER STAO 4 2012-2013 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 8 1,543 120,000 66,363
45
FABRICK
CHECK
MACHINE
MAX 1 2012-2013 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 14 7 4,373 340,000 176,232
46 CYLINDER
BED F/L JUKI 37 2012-2013
Juki Singapore
Pte. Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Taiwan/
Japan/Malaysi
a
Brand
New 20 13 81,400 6,650,380 4,485,382
47 FEET OF THE
ARM JUKI 28 2012-2013
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 20 13 95,200 7,777,840 5,245,803
Prospectus of Beka Garments and Textile Limited Page | 58
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
48 CHAIN STITCH JUKI 8 2012-2013 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Taiwan/
Japan/Malaysi
a
Brand
New 18 11 17,800 1,454,264 921,971
49 KANSA JUKI 1 2012-2013 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 20 13 1,670 136,463 92,038
50 SINGLE
NEEDLE JUKI 101 2013-2014
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Japan/
Malaysia
Brand
New 15 9 63,024 4,975,765 3,096,285
51 TWO NEEDLE ZOJE 70 2013-2014 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 9 49,518 3,850,000 2,395,752
52 TWO NEEDLE JUKI 123 2013-2014 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan/Malaysi
a
Brand
New 15 9 204,672 16,158,879 10,055,236
53 OVER LOCK ZOJE 91 2013-2014 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 9 44,476 3,458,000 2,151,821
54 OVER LOCK JUKI 54 2013-2014 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan/Malaysi
a
Brand
New 15 9 39,312 3,103,704 1,931,352
55 BARTACK JUKI 140 2013-2014 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Japan/
Malaysia
Brand
New 18 12 393,120 31,036,880 21,467,776
56 BUTTON
STITCH ZOJE 27 2013-2014
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 9 65,981 5,130,000 3,192,261
57 CYLINDER
BED F/L JUKI 19 2013-2014
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Malaysi
a
Brand
New 20 14 53,200 4,346,440 3,157,221
58 FEED OF THE
ARM ZUSUN 26 2013-2014
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 14 26,752 2,080,000 1,510,896
Prospectus of Beka Garments and Textile Limited Page | 59
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
59 CHAIN STITCH ZOJE 34 2013-2014 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 12 19,679 1,530,000 1,058,280
60 BTTON HOLE JUKI 42 2013-2014 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 15 9 131,040 10,705,968 6,662,036
61 APW JUKI 7 2013-2014 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Taiwan/
Japan/Malaysi
a
Brand
New 15 9 127,400 10,408,580 6,476,980
62 BLIND STITCH JACK 7 2013-2014 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 12 3,149 245,000 169,463
63 EYELET HOLE JUKI 47 2013-2014 Juki Singapore
Pte. Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan/Malaysi
a
Brand
New 20 14 517,000 42,238,900 30,682,018
64 KANSA JUKI 61 2013-2014 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 20 14 100,474 8,208,770 5,962,789
65 KANSA JUKI 59 2013-2014 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 20 14 95,108 7,770,300 5,644,287
66 CYCLE
MACHINE JUKI 11 2013-2014
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 20 14 79,200 6,470,640 4,700,224
67 SNAP BUTTON SEWMAC 41 2013-2014 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 9 6,064 471,500 293,402
68 BELCO
CUTTING ZOJE 2 2013-2014
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 12 11,832 919,960 636,323
Prospectus of Beka Garments and Textile Limited Page | 60
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
69 END CUTTER
MACHINE STAO 1 2013-2014
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 9 386 30,000 18,668
70 CUTTING YAMATA 1 2013-2014 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 14 8 412 32,000 18,961
71 CUTTING KM 2 2013-2014 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 14 8 2,444 190,000 112,580
72 CUTTING ZOJE 1 2013-2014 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 14 8 296 23,000 13,628
73 CUTTING
MACHINE EASTMAN 3 2013-2014
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 14 8 3,473 270,000 159,982
74 CUTTING
MACHINE KM 28 2013-2014
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 14 8 34,212 2,660,000 1,576,116
75 HIT SELLING
MACHINE MAX 4 2013-2014
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 9 1,858 145,836 90,750
76 SINGLE
NEEDLE SUN STAR 37 2014-2015
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 23,612 1,837,050 1,270,363
77 SINGLE
NEEDLE DAEWOO 18 2014-2015
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 6,941 540,000 373,423
78 SINGLE
NEEDLE JUKI 25 2014-2015
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 16,041 1,248,000 863,021
Prospectus of Beka Garments and Textile Limited Page | 61
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
79 SINGLE
NEEDLE ZOJE 68 2014-2015
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 26,640 2,072,640 1,433,279
80 SINGLE
NEEDLE JUKI 52 2014-2015
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 43,445 3,380,000 2,337,348
81 TWO NEEDLE ANGULER 84 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 91,234 7,098,000 4,908,431
82 OVER LOCK JUKI 45 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 31,350 2,439,000 1,686,625
83 OVER LOCK JUKI 37 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 27,698 2,154,880 1,490,149
84 OVER LOCK 5T JUKI 7 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 5,183 403,200 278,822
85 OVER LOCK JUKI 62 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 49,807 3,875,000 2,679,652
86 OVER LOCK 5 T JACK 35 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 30,591 2,380,000 1,645,825
87 OVER LOCK JUKI 36 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 32,391 2,520,000 1,742,638
88 OVER LOCK ZOJE 7 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 5,848 455,000 314,643
89 BARTECK JUKI 70 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 13 118,203 9,196,250 6,891,618
90 BUTTON
STITCH ZOJE 20 2014-2015
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 30,848 2,400,000 1,659,656
91 CYLINDER
BED F/L JUKI 19 2014-2015
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 15 153,490 11,941,500 9,294,427
Prospectus of Beka Garments and Textile Limited Page | 62
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
92 FEED OF THE
ARM ZOJE 11 2014-2015
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 15 14,139 1,100,000 856,163
93 ZIG ZAG JUKI 1 2014-2015 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/
Taiwan/
Japan/
Malaysia
Brand
New 20 15 2,554 198,682 154,640
94 CHAIN STITCH ZOJE 11 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 13 6,363 495,000 370,950
95 BTTON HOLE BROTHER 10 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 48,843 3,800,000 2,627,788
96 BLIND STITCH JACK 4 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 13 1,799 140,000 104,915
97 EYELET HOLE JUKI 13 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 15 153,440 11,937,640 9,291,423
98 KANSAI KANSAI 57 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 15 142,867 11,115,000 8,651,138
99 CYCLE
MACHINE JUKI 6 2014-2015
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 15 43,766 3,405,000 2,650,214
100 SNAP BUTTON T K M 9 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 10 1,735 135,000 93,356
101 BOILER MPS 3 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 15 3,360 261,426 203,476
Prospectus of Beka Garments and Textile Limited Page | 63
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
102 BOILER BANGLA 1 2014-2015 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 15 964 75,000 58,375
103 SINGLE
NEEDLE SUN STAR 39 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 11 27,105 2,127,743 1,619,133
104 SINGLE
NEEDLE DAEWOO 9 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 11 3,438 269,883 205,371
105 SINGLE
NEEDLE JUKI 25 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 11 18,125 1,422,813 1,082,708
106 SINGLE
NEEDLE ZOJE 110 2015-2016
Zoje Sewing
Machine Co.
Ltd.
Damaiyu Hing Kong Road
No-198, Yuhuan, Zhejiang,
China
China Brand
New 15 11 41,910 3,289,935 2,503,519
107 SINGLE
NEEDLE ZOJE 10 2015-2016
Eastman
Technocrafts
Ltd.
Elite House (3rd & 5th Floor)
54, Motijheel C/A, Dhaka China/ Taiwan
Brand
New 15 11 7,250 569,120 433,079
108 SINGLE
NEEDLE JUKI 125 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China/ Taiwan Brand
New 15 11 90,625 7,114,063 5,413,538
109 SINGLE
NEEDLE SUN STAR 221 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 11 154,700 12,143,950 9,241,096
Prospectus of Beka Garments and Textile Limited Page | 64
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
110 AUTO SINGLE
NEEDLE SUN STAR 40 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 11 38,000 2,983,000 2,269,952
111 SINGLE
NEEDLE DAEWOO 156 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 11 127,920 10,041,720 7,641,377
112 TWO NEEDLE ZOJE 232 2015-2016
Zoje Sewing
Machine Co.
Ltd.
Damaiyu Hing Kong Road
No-198, Yuhuan, Zhejiang,
China
China Brand
New 15 11 283,968 22,291,488 16,962,996
113 OVER LOCK ZOJE 369 2015-2016 Zoje Sewing
Machine Co.Ltd.
Damaiyu Hing Kong Road
No-198, Yuhuan, Zhejiang,
China
China Brand
New 15 11 158,301 12,426,629 9,456,203
114 BARTACK ZOJE 116 2015-2016
Zoje Sewing
Machine Co.
Ltd.
Damaiyu Hing Kong Road
No-198, Yuhuan, Zhejiang,
China
China Brand
New 18 14 218,080 17,119,280 13,819,724
115 BUTTON
STITCH ZOJE 25 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 11 38,217 2,999,995 2,282,885
116 FLAT LOCK KANSAI 56 2015-2016 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 12 8 448,560 35,211,960 24,349,635
117 FEED OF THE
ARM ZOJE 19 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 16 24,130 1,894,205 1,572,966
118 FEET OF THE
ARM JUKI 28 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 16 63,420 4,978,470 4,134,170
Prospectus of Beka Garments and Textile Limited Page | 65
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
119 ZIG ZAG JUKI 3 2015-2016 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/
Taiwan/
Japan/
Malaysia
Brand
New 20 16 7,590 595,815 494,771
120 CHAIN STITCH ZOJE 26 2015-2016
Zoje Sewing
Machine Co.
Ltd.
Damaiyu Hing Kong Road
No-198, Yuhuan, Zhejiang,
China
China Brand
New 18 14 14,248 1,118,468 902,895
121 CHAIN STITCH ZOJE 31 2015-2016
Zoje Sewing
Machine Co.
Ltd.
Damaiyu Hing Kong Road
No-198, Yuhuan, Zhejiang,
China
China Brand
New 18 14 18,352 1,440,632 1,162,966
122 BTTON HOLE ZOJE 43 2015-2016
Zoje Sewing
Machine Co.
Ltd.
Damaiyu Hing Kong Road
No-198, Yuhuan, Zhejiang,
China
China Brand
New 15 11 122,894 9,647,179 7,341,145
123 APW JUKI 8 2015-2016 Juki Singapore 20 Bendemeer Road # 04-12
Cyberhub Singapore
China/
Taiwan/
Japan/
Malaysia
Brand
New 15 11 154,800 12,151,800 9,247,069
124 BLIND STITCH JACK 10 2015-2016 Omi
International
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 14 4,500 353,250 285,165
125 EYELET HOLE JUKI 27 2015-2016 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 16 324,000 25,434,000 21,120,642
126 KANSAI
SPECIAL KANSAI 121 2015-2016
Morimoti
Singapore Pte
Ltd.
No. 51 Penjuru Road # 02-02
Singapore
China/Japan/T
aiwan
Brand
New 20 16 222,640 17,477,240 14,513,271
127 CYCLE
MACHINE JUKI 39 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 16 281,970 22,134,645 18,380,826
128 SNAP BUTTON PRYM 56 2015-2016 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 11 164,080 12,880,280 9,801,415
129 BOILER MPS 4 2015-2016 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 16 4,320 339,120 281,609
Prospectus of Beka Garments and Textile Limited Page | 66
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
130 BOILER BANGLA 4 2015-2016 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 16 3,820 299,870 249,015
131 MINI BOYLAR TCM 6 2015-2016 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 16 11,100 871,350 723,578
132 CUTTING
MACHINE KM 35 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 14 10 40,250 3,159,625 2,341,664
133 FUSING
MACHINE HASHIMA 1 2015-2016
Eastman
Technocrafts
Ltd.
Elite House (3rd & 5th Floor)
54, Motijheel C/A, Dhaka China/Taiwan
Brand
New 20 16 7,650 600,525 498,682
134 HIT SELLING
MACHINE MAX 4 2015-2016
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 11 1,803 141,550 107,714
135 VATICAL ZOJE 11 2015-2016
Zoje Sewing
Machine Co.
Ltd.
Damaiyu Hing Kong Road
No-198, Yuhuan, Zhejiang,
China
China Brand
New 15 11 8,294 651,079 495,447
136
FABRICK
CHECK
MACHINE
CHINA 1 2015-2016
Eastman
Technocrafts
Ltd.
Elite House (3rd & 5th Floor)
54, Motijheel C/A, Dhaka China/ Taiwan
Brand
New 14 10 7,100 557,350 413,064
137 IRON TABLE CHINA 20 2015-2016 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 16 11,300 887,050 736,615
138
WATER
PRESSURE
SEALING
CHINA 2 2015-2016
Eastman
Technocrafts
Ltd.
Elite House (3rd & 5th Floor)
54, Motijheel C/A, Dhaka South Korea
Brand
New 15 11 4,084 320,599 243,964
139 PUMP SET NAFFCO 1 2015-2016 Naffco
National Fire Fighting
Manufacturing FZCO, PO
BOX 17014, Dubai
UAE Brand
New 20 16 54,849 4,305,647 3,575,451
Prospectus of Beka Garments and Textile Limited Page | 67
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
140 SEAM SEALING CHINA 15 2015-2016 Eastman techno
crafts Ltd.
Elite House (3rd & 5th Floor)
54, Motijheel C/A, Dhaka South Korea
Brand
New 12 8 123,300 9,679,050 6,693,218
141
SINGLE
NEEDLE
KNIFE
DAEWOO 76 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 12 61,894 4,902,000 4,069,704
142 SINGLE
NEEDLE DAEWOO 80 2016-2017
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 12 65,151 5,160,000 4,283,899
143 TWO NEEDLE ANGULER 84 2016-2017 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 12 89,621 7,098,000 5,892,851
144 OVER LOCK PEGASUS 48 2016-2017 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 12 33,333 2,640,000 2,191,762
145 OVER LOCK PEGASUS 10 2016-2017 OmiInternationa
l
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 12 6,629 525,000 435,862
146 OVER LOCK JUKI 11 2016-2017 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 12 7,889 624,800 518,717
147 OVER LOCK JUKI 77 2016-2017 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 12 53,083 4,204,200 3,490,381
148 OVER LOCK JUKI 37 2016-2017 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 12 27,330 2,164,500 1,796,996
149 OVER LOCK 5T JUKI 7 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 12 5,303 420,000 348,689
150 OVER LOCK JUKI 62 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 12 50,884 4,030,000 3,345,758
Prospectus of Beka Garments and Textile Limited Page | 68
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
151 OVER LOCK ZOJE 3 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 12 2,311 183,000 151,929
152 OVER LOCK SEWMAC 4 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 12 3,030 240,000 199,251
153 OVER LOCK 5 T JACK 35 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 12 30,051 2,380,000 1,975,907
154 OVER LOCK JUKI 36 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 12 31,818 2,520,000 2,092,137
155 OVER LOCK CHINA 7 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 12 5,745 455,000 377,747
156 BARTECK JUKI 106 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 15 176,677 13,992,000 12,102,649
157 BARTECK ZOJE 5 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 15 14,205 1,125,000 973,090
158 BUTTON
STITCH ZOJE 24 2016-2017
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 12 36,364 2,880,000 2,391,013
159 BUTTON
STITCH JUKI 1 2016-2017
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 12 3,157 250,000 207,553
160 CYLINDER
BED F/L JUKI 37 2016-2017
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 17 294,085 23,291,500 20,551,192
161 FLAT LOCK KANSAI 19 2016-2017 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 12 9 12,475 988,000 768,742
162 FEED OF THE
ARM ZOJE 19 2016-2017
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 17 23,990 1,900,000 1,676,460
Prospectus of Beka Garments and Textile Limited Page | 69
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
163 FEED OF THE
ARM JUKI 1 2016-2017
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 17 2,020 160,000 141,176
164 FEET OF THE
ARM BROTHER 28 2016-2017
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 17 65,404 5,180,000 4,570,559
165 ZIG ZAG JUKI 3 2016-2017 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/
Taiwan/
Japan/
Malaysia
Brand
New 20 17 7,525 596,016 525,893
166 CHAIN STITCH ZOJE 19 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 15 10,676 845,500 731,331
167 CHAIN STITCH ZOJE 3 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 15 5,947 471,000 407,400
168 CHAIN STITCH JOJE 10 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 15 22,664 1,795,000 1,552,620
169 CHAIN STITCH JACK 16 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 15 36,848 2,918,400 2,524,326
170 BTTON HOLE JUKI 31 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 12 77,696 6,153,500 5,108,715
171 BUTTON HOLE JUKI 8 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 12 30,556 2,420,000 2,009,115
172 APW JUKI 5 2016-2017 Juki Singapore 20 Bendemeer Road # 04-12
Cyberhub Singapore
China/
Taiwan/
Japan/
Malaysia
Brand
New 15 12 95,960 7,600,000 6,309,618
173 BLIND STITCH JACK 5 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 15 2,304 182,500 157,857
Prospectus of Beka Garments and Textile Limited Page | 70
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
174 EYELET HOLE JUKI 27 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 17 313,636 24,840,000 21,917,507
175 KANSAI KANSAI 38 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 17 93,321 7,391,000 6,521,429
176 KANSA BY HOIL 37 2016-2017 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 17 103,479 8,195,500 7,231,277
177 CYCLE
MACHINE JUKI 5 2016-2017
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 17 34,280 2,715,000 2,395,573
178 BOILER BANGLA 1 2016-2017 Modern Erection
Ltd.
223/B, Tejgaon Industrial
Area, Dhaka Bangladesh
Brand
New 20 17 22,274 1,764,106 1,556,554
179 SINGLE
NEEDLE ZOJE 68 2017-2018
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 26,249 2,176,000 1,957,231
180 TWO NEEDLE JUKI 111 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 113,142 9,379,500 8,436,513
181 TWO NEEDLE JUKI 21 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 23,812 1,974,000 1,775,540
182 TWO NEEDLE ANGULER 84 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 86,128 7,140,000 6,422,166
183 OVER LOCK JUKI 185 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 122,738 10,175,000 9,152,036
184 OVER LOCK 5T JUKI 7 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 5,066 420,000 377,774
185 OVER LOCK JUKI 62 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 48,613 4,030,000 3,624,836
186 OVER LOCK ZOJE 3 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 2,207 183,000 164,602
Prospectus of Beka Garments and Textile Limited Page | 71
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
187 OVER LOCK 5 T JACK 35 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 28,709 2,380,000 2,140,722
188 OVER LOCK JUKI 36 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 30,398 2,520,000 2,266,647
189 OVER LOCK YAMOTO 7 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 5,489 455,000 409,256
190 BARTECK JUKI 106 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 16 168,782 13,992,000 12,910,104
191 BARTECK BROTHER 5 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 18 16 13,571 1,125,000 1,038,012
192 BUTTON
STITCH ZOJE 24 2017-2018
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 15 13 35,464 2,940,000 2,644,421
193 CYLINDER
BED F/L JUKI 37 2017-2018
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 18 280,289 23,236,000 21,709,042
194 CYLINDER
BED F/L KANSAI 9 2017-2018
Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 20 18 7,328 607,500 567,578
195 FLAT LOCK KANSAI 10 2017-2018 Orpa
Corporation
112, Misco Super Market, 4
No Darus Salam Road,
Mirpur-1, Dhaka
China Brand
New 12 10 7,901 655,000 566,340
196 FEED OF THE
ARM ZOJE 19 2017-2018
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 18 22,919 1,900,000 1,775,141
197 FEED OF THE
ARM JUKI 1 2017-2018
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 18 1,930 160,000 149,486
198 FEET OF THE
ARM JUKI 29 2017-2018
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 18 64,716 5,365,000 5,012,438
199 CHAIN STITCH ZOJE 23 2017-2018 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 18 16 13,179 1,092,500 1,008,025
Prospectus of Beka Garments and Textile Limited Page | 72
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
200 CHAIN STITCH ZOJE 3 2017-2018 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 18 16 5,663 469,500 433,197
201 CHAIN STITCH JACK 26 2017-2018 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 18 16 66,019 5,473,000 5,049,814
202 BTTON HOLE JUKI 31 2017-2018 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 13 79,837 6,618,500 5,953,096
203 BLIND STITCH JACK 10 2017-2018 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 18 16 4,162 345,000 318,324
204 EYELET HOLE JUKI 27 2017-2018 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 18 299,638 24,840,000 23,207,635
205 KANSA BY HOIL 46 2017-2018 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 18 122,075 10,120,000 9,454,962
206 CYCLE
MACHINE JUKI 34 2017-2018
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 18 234,801 19,465,000 18,185,854
207 SNAP BUTTON TKM 7 2017-2018 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 13 2,744 227,500 204,628
208 BOYLER
MACHINE CHINA 3 2017-2018
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 18 5,344 443,001 413,889
209 SINGLE
NEEDLE ZOJE 60 2018-2019
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 14 22,816 1,919,970 1,859,900
210 SINGLE
NEEDLE JUKI 8 2018-2019
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 14 1,711 143,998 139,492
211 SINGLE
NEEDLE JUKI 2 2018-2019
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 14 547 46,000 44,561
212 SINGLE
NEEDLE ZOJE 200 2018-2019
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 14 76,053 6,399,900 6,199,666
Prospectus of Beka Garments and Textile Limited Page | 73
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
213 TWO NEEDLE JACK 57 2018-2019 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 14 23,707 1,994,972 1,932,555
214 OVER LOCK ZOJE 102 2018-2019 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 14 60,606 5,046,692 4,888,796
215 OVER LOCK ZOJE 6 2018-2019 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 15 14 3,564 299,911 290,527
216 BOYLER
MACHINE MALKAN 1 2018-2019
Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 19 19,700 1,649,875 1,627,144
217 BUTTON
STITCH JUKI 15 2018-2019
Orpa
Corporation
112, Misco Super Market, 4 No
Darus Salam Road, Mirpur-1,
Dhaka
China Brand
New 15 14 43,500 3,647,040 3,532,935
218 COMPRASORE
BOX JUKI 5 2018-2019
Orpa
Corporation
112, Misco Super Market, 4 No
Darus Salam Road, Mirpur-1,
Dhaka
China Brand
New 20 19 11,900 999,124 985,358
219 COMPRESSOR KOMSAN 10 2018-2019 Orpa
Corporation
112, Misco Super Market, 4 No
Darus Salam Road, Mirpur-1,
Dhaka
China Brand
New 20 19 85,000 7,100,900 7,003,066
220 CUFF MACHINE SUNSTAR 14 2018-2019 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 15 14 12,600 1,049,202 1,016,376
221 CYCLE
MACHINE JUKI 16 2018-2019
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 20 19 141,600 11,915,640 11,751,470
222 DUBBLE
NEEDLE JUKI 15 2018-2019
Orpa
Corporation
112, Misco Super Market, 4 No
Darus Salam Road, Mirpur-1,
Dhaka
China Brand
New 15 14 49,500 4,156,020 4,025,991
223 EYELET HOLE JUKI 17 2018-2019 Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan/Malaysi
a
Brand
New 20 19 187,000 15,732,310 15,515,556
224
FABRICK
CHECK
MACHINE
FT 14 2018-2019
Eastman
Technocrafts
Ltd.
Elite House (3rd & 5th Floor)
54, Motijheel C/A, Dhaka China/ Taiwan
Brand
New 14 13 119,000 9,909,130 9,549,531
225 FEET OF THE
ARM JUKI 12 2018-2019
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 20 19 20,400 1,716,660 1,693,008
Prospectus of Beka Garments and Textile Limited Page | 74
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
226 FLAT LOCK
(HM) JUKI 11 2018-2019
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 12 11 36,025 3,031,504 2,883,578
227 FLAT LOCK
(SB) JUKI 14 2018-2019
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 12 11 45,836 3,807,208 3,621,430
228 FUSING
MACHINE HASHIMA 15 2018-2019
Eastman techno
crafts Ltd.
Elite House (3rd & 5th Floor)
54, Motijheel C/A, Dhaka China/Taiwan
Brand
New 20 19 120,000 10,098,000 9,958,873
229 FUSING
MACHINE HASHIMA 15 2018-2019
Eastman techno
crafts Ltd.
Elite House (3rd & 5th Floor)
54, Motijheel C/A, Dhaka China/Taiwan
Brand
New 20 19 180,000 14,949,000 14,743,038
230 GENARATOR ATLAS 2 2018-2019 Orpa
Corporation
112, Misco Super Market, 4 No
Darus Salam Road, Mirpur-1,
Dhaka
China Brand
New 20 19 60,000 4,984,200 4,915,530
231 KANSA BY HOIL 45 2019-2020 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 19 119,421 9,982,401 10,106,228
232
FABRICK
CHECK
MACHINE
FT 16 2019-2020 Eastman techno
crafts Ltd.
Elite House (3rd & 5th Floor)
54, Motijheel C/A, Dhaka China/ Taiwan
Brand
New 14 13 136,000 11,311,582 11,324,177
233 CYLINDER
BED F/L JUKI 35 2019-2020
Orpa
Corporation
112, Misco Super Market, 4 No
Darus Salam Road, Mirpur-1,
Dhaka
China Brand
New 20 19 265,139 22,051,582 22,325,121
234 TWO NEEDLE ANGULER 85 2019-2020 Orpa
Corporation
112, Misco Super Market, 4 No
Darus Salam Road, Mirpur-1,
Dhaka
China Brand
New 15 14 87,153 7,273,619 7,299,969
235 KANSA LOOP KANSA 12 2019-2020 Omi
International
106,107,146 Misco Super
Market, 4 No. Darussalam
Road, Mirpur-1, Dhaka
China Brand
New 20 19 15,540 1,294,016 1,310,068
236
LOCKSTITCH
SINGLE
NEEDLE
SUNSTAR 10 2019-2020
Morimoti
Singapore Pte
Ltd.
No. 51 Penjuru Road # 02-02
Singapore
China/Japan/T
aiwan
Brand
New 15 14 6,900 576,702 578,791
237 NEEDLE
DRICTOR HASHIMA 12 2019-2020
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
China/Taiwan/
Japan/Malaysi
a
Brand
New 14 13 117,600 9,852,528 9,863,498
Prospectus of Beka Garments and Textile Limited Page | 75
Sl.
No. Name of Item
Brand
Name
QTY-
(Set/Pcs)
Year of
Purchase Seller Name Seller Address
Country of
Origin
Condition
when
Purchase
Estimated
Life
Remaining
Economic
Life
Total Purchase price
with Other Cost WDV on
31.12.2019 USD $ BDT
238 OVER LOCK 4T JUKI 22 2019-2020 Orpa
Corporation
112, Misco Super Market, 4 No
Darus Salam Road, Mirpur-1,
Dhaka
China Brand
New 15 14 15,400 1,292,984 1,297,668
239 OVER LOCK 5T JUKI 21 2019-2020 Orpa
Corporation
112, Misco Super Market, 4 No
Darus Salam Road, Mirpur-1,
Dhaka
China Brand
New 15 14 25,200 2,098,404 2,106,006
240
PIPING
CUTTER
MACHINE
AROSTON 3 2019-2020 Naffco
National Fire Fighting
Manufacturing FZCO, PO
BOX 17014, Dubai
UAE Brand
New 15 14 2,400 200,832 201,560
241 PP MACHINE BROTHER 3 2019-2020 Naffco
National Fire Fighting
Manufacturing FZCO, PO
BOX 17014, Dubai
UAE Brand
New 15 14 1,800 150,930 151,477
242 SINGEL
NEEDLE JUKI 137 2019-2020
Juki Singapore
Pte Ltd.
20 Bendemeer Road # 04-12
Cyberhub Singapore
Japan/China/T
aiwan
Brand
New 15 14 109,600 9,194,344 9,227,651
243 SPOT DRICTOR
MACHINE MALKAN 6 2019-2020
Orpa
Corporation
112, Misco Super Market, 4 No
Darus Salam Road, Mirpur-1,
Dhaka
China Brand
New 15 14 21,792 1,825,734 1,832,348
244 VELCRO
CUTTING CUTEX 11 2019-2020
Zoje Sewing
Machine Co.
Ltd.
Damaiyu Hing Kong Road
No-198, Yuhuan, Zhejiang,
China
China Brand
New 20 19 8,800 736,032 745,162
Total 1,138,671,498 913,065,397
Prospectus of Beka Garments and Textile Limited Page | 76
(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of the suppliers, date of placement of
the order and the date or expected date of supply, etc.
No machinery is required to be bought by the issuer except the machine to be bought from IPO proceeds. Details are given as
follows;
Acquesation of new machinary:
SL
NO DESCRIPTION BRAND Model Q.T.Y
UNIT
PRICE(USD) Total USD
Exchange
rate
(BDT)
Total Amount in
(BDT)
1 SINGEL NEEDLE JUKI 8700S 385 800.00 308,000.00 83.6 25,748,800.00
2 OVER LOCK 5T JUKI MO6716S 20 1,200.00 24,000.00 83.6 2,006,400.00
3 OVER LOCK 4T JUKI MO6700H 20 700.00 14,000.00 83.6 1,170,400.00
4 DUBBLE NEEDLE JUKI LH3568A 12 3,300.00 39,600.00 83.6 3,310,560.00
5 BARTECK JUKI LK1900AL 10 2,880.00 28,800.00 83.6 2,407,680.00
6 BUTTON STITCH JUKI LK91903A 13 2,900.00 37,700.00 83.6 3,151,720.00
7 CYCLE MACHINE JUKI AMS210ELH 5 8,850.00 44,250.00 83.6 3,699,300.00
8 EYELET HOLE JUKI MEB3200J 10 11,000.00 110,000.00 83.6 9,196,000.00
9 FLAT LOCK JUKI MA7723U1 10 1,200.00 12,000.00 83.6 1,003,200.00
10 FLAT LOCK (SB) JUKI MF7823U1 10 3,274.00 32,740.00 83.6 2,737,064.00
11 FLAT LOCK (HM) JUKI MF1823H1 10 3,275.00 32,750.00 83.6 2,737,900.00
12 KANSA KANSA DFB1411PP 10 1,480.00 14,800.00 83.6 1,237,280.00
13 KANSA LOOP KANSA DF1400 1H 12 1,295.00 15,540.00 83.6 1,299,144.00
14 BUTTON HOLE JUKI LBH 781U 10 1,700.00 17,000.00 83.6 1,421,200.00
15 FEET OF THE ARM JUKI MH1261MF 11 1,700.00 18,700.00 83.6 1,563,320.00
16 VELCRO CUTTING CUTEX TBC-50R 10 800.00 8,000.00 83.6 668,800.00
17 CHAIN STITCH JUKI HN 380 16 600.00 9,600.00 83.6 802,560.00
18 SNAP BUTTON ARTICA ARTICA-80 12 450.00 5,400.00 83.6 451,440.00
19 FUSING MACHINE HASHIMA 600B 2 8,000.00 16,000.00 83.6 1,337,600.00
20 THREAD CUTTING
MACHINE
UNISUM US100 2
850.00 1,700.00 83.6 142,120.00
21 COMPRASORE BOX JUKI 380F 2 2,380.00 4,760.00 83.6 397,936.00
22 LAY CUTTING
MACINE
JUKI EC3 4
379.24 1,516.96 83.6 126,816.57
23 CUTTING MACHINE KM KM 5 1,125.00 5,625.00 83.6 470,250.00
24 FABRICK CHECK
MACHINE
FT MX3 1
8,500.00 8,500.00 83.6 710,600.00
25 RECONE MACHINE RCT B2000C 1 480.00 480.00 83.6 40,128.00
26 PIPING CUTTER
MACHINE
AROSTON ARTICA-80 1
800.00 800.00 83.6 66,880.00
27 CAD MACHINE
MARKER
WINDA WINDA 1
12,000.00 12,000.00 83.6 1,003,200.00
28 COMPRESSOR KOMSAN DTEK-30 1 8,500.00 8,500.00 83.6 710,600.00
29 GENARATOR ATLAS 375K 2 30,000.00 60,000.00 83.6 5,016,000.00
30 STEEPLE MACHINE ARTICA AR8080 2 500.00 1,000.00 83.6 83,600.00
31 SPOT DRICTOR
MACHINE
MALKAN MLK65 1
3,632.00 3,632.00 83.6 303,635.20
32 PP MACHINE BROTHER SENB230429-D*20 2 600.00 1,200.00 83.6 100,320.00
33 NEEDLE DRICTOR HASHIMA HN-770G-100 1 9,800.00 9,800.00 83.6 819,280.00
34 IRON MAXL MAXL 8 61.00 488.00 83.6 40,796.80
35 IRON TABLE MALKAN MALKAN 7 250.00 1,750.00 83.6 146,300.00
36 LOCKSTITCH
SINGLE NEEDLE
SUNSTAR KM-350 A/B
8 690.00 5,520.00 83.6 461,472.00
37 BUTTON ATTACH JUKI MB-373 9 800.00 7,200.00 83.6 601,920.00
38 CUFF MACHINE SUNSTAR KM-380 2 900.00 1,800.00 83.6 150,480.00
39 VELCRO CUTTING CUTEX TBC-50R 3 1,500.00 4,500.00 83.6 376,200.00
40 CHAIN STITCH JUKI HN 380 5 700.00 3,500.00 83.6 292,600.00
41 FUSING MACHINE HASHIMA 600B 1 12,000.00 12,000.00 83.6 992,335.60
42 HIT SELLING
MACHINE
MAX 38*38 1
1,255.00 1,255.00 83.6 104,918.00
43 BOYLER MACHINE MALKAN MLK50KW 1 19,700.00 19,700.00 83.6 1,646,920.00
TOTAL 80,755,676.00
(x) In case the machineries are yet to be delivered, the date of quotations relied upon for the cost estimates given shall also be
mentioned:
There is no such machinery, which is yet to be delivered.
Prospectus of Beka Garments and Textile Limited Page | 77
(xi) If the plant is purchased in brand new condition, then it should be mentioned;
All plants and machinery of the Company were purchased in brand new condition.
DECLARATION RELATED TO MACHINERYBEING BRAND NEW
We certify that, all plants & machineries of Beka Garments and Textile Limited were purchased in brand new condition. There
are no re-conditioned or second-hand machineries installed in the Company.
Dated: January 27, 2020 Shiraz Khan Basak & Co. Place: Dhaka Chartered Accountants
(xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if any, including the age of the
machineries, balance estimated useful life, etc. as per PSI certificates of the said machineries as submitted to the Commission;
The Company has neither purchased any second hand or reconditioned machinery nor any plan to purchase in the future.
xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to the Commission:
PHYSICAL VERIFICATION REPORT (BY THE ISSUE MANAGER) OF
BEKA GARMENTS AND TEXTILE LIMITED
This is to certify that we have visited the registered office and factory of Beka Garments and Textile Limited on 17
December, 2019 and we have found the registered office and factory as details below:
Visited and Accompanied by:
Particulars Name & Designation Company
Visited by
Md. Mohiuddin Mollah, Chief Executive Officer Shahajalal Equity Management
Limited
Mr. Barun Prasad Paul Managing Director & CEO
(CC) BD Finance Capital Holdings Limited
Accompanied by Boby N Diaz , Managing Director
Beka Garments and Textile Limited Sanjoy Roy, Chief Financial officer
Company Overview
Beka Garments and Textile Limited was incorporated as a Private Limited Company on 07 October 2010 under the Companies
act 1994. Subsequently, the Company was converted into a Public Limited Company by shares on 23 October, 2018.The
commercial operations of the company started on 07 June, 2011.The authorized and paid-up capital of the Company is as
follows:
Particulars Amount in Taka
Authorized Capital 1,500,000,000/-
Paid up Capital 102,000,000/-
The proposed IPO Size (in Tk.) 350,000,000/-
IPO Size (in share) 35,000,000/-
Face Value 10/-
Registered Office:
The Registered office of the Company is situated at PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A, Dhaka-1213.
Nature of Business:
Beka Garments and Textile Limited is 100% Manufacturing and Export Oriented Garments Company. The company was
incorporated as a Private Limited Company on 07 October 2010 under the Companies act 1994. Subsequently, the Company
was converted into a Public Limited Company by shares on 23 October, 2018.The commercial operations of the company
started on 07 June, 2011. The principal activities of the company are manufacturing and exporting readymade garments
product. The company is specialized in manufacturing Long Pant, Jacket, Rain Breaker, Short Pant, Swim Sports, Tennis
Shorts, Running Shorts, 5 Pocket Basic Pants, Cargo Pants, Bermuda Pants, Chino Pants, Jogger Pants, Jogging Pants,
Padding Jackets, Softball Jackets, Windbreakers, Ski Jacket, Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP
Detachable, Ladies Blouse, Ladies Cord Tops, Ladies Tops etc.
Products
The principal product of the Company is Long Pant, Jacket, Rain Breaker, Short Pant, Swim Sports, Tennis Shorts, Running
Shorts, 5 Pocket Basic Pants, Cargo Pants, Bermuda Pants, Chino Pants, Jogger Pants, Jogging Pants, Padding Jackets,
Prospectus of Beka Garments and Textile Limited Page | 78
Softball Jackets, Windbreakers, Ski Jacket, Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP Detachable, Ladies
Blouse, Ladies Cord Tops, Ladies Tops etc.
Location of the Factory:
The factory is situated at Plot no-FS SFB 01, Adamjee Export Processing Zone Shiddirgonj, Narayangonj.
Description of Property:
We have identified the properties of Beka Garments and Textile Limited are as follows:
Principal terms and conditions of the lease agreements
Lessor Address Area Rent/Sq.mtr/per
Annum
Term Remarks
Adamjee Export Processing
Zones Authority (AEPZA)
Plot no-Plot No
178-179 Adamjee
Export Processing
Zone Shiddirgonj,
Narayangonj
5,803.55s
q.meter
(approx.)
US$ 153,213.72
(Land)
30 years
Lease is 30 years and
can be renewed by
mutual
understanding with
AEPZA
Adamjee Export Processing
Zones Authority (AEPZA)
Plot no-FS SFB
01, Adamjee
Export Processing
Zone Shiddirgonj,
Narayangonj
9,084.68
sq. Meter
(approx.)
US$ 299,794.44
(Building)
02years
Lease is 02 years and
can be renewed by
mutual
understanding with
AEPZA
Factory Building:
During the course of our visit we have identified the registered office of Beka Garments and Textile Limited The factory
building is located in Plot no-FS SFB-0, Adamjee Export Processing Zone Shiddirgonj, Narayangonj.
A. Details of the status of the Existing (leasehold property) Building are discussed below:
Particulars Construction Materials Total Building(Sqft)/Rft
Total Area Usage
GF-Fabric Store RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-
Slab with Beam, RCC-Stair, RCC-Lintel, Brick Wall,
Plaster, Wall Paint, Inside wall- Plastic Paint, Outside
Wall- Weather Coat Thai Aluminum & 5mm Glass in
the window, Fire Door, M.S Grill in Window.
11,494 10,778
GF-Passage North 711 643
GF-Security Post-1 RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-
Slab with Beam, RCC-Stair, RCC-Lintel, Brick Wall,
Plaster, Wall Paint, Inside wall- Plastic Paint, Outside
Wall- Weather Coat Thai Aluminum & 5mm Glass in
the window, Industrial Door, M.S Grill in Window.
378 340
GF-Ramp 260 236
GF-Middle Passage 83 74
GF-Medical Room & Child Care 400 363
GF-Main Gate/SecurityPost-
1(Middle)
RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-
Slab with Beam, RCC-Stair, RCC-Lintel, Partial Brick
Wall, Plaster, Wall Paint, Inside wall- Plastic Paint,
Outside Wall- Weather Coat.
565 510
GF-Loading/Unloading Area
Carpeting with All over pitch, around 5 inch brick wall
with plaster, wall paint.
378 340
GF-West toilet room 300 270
GF-East toilet 300 271
GF-Assembly point 8,532 7,687
GF-Car Parking 3,000 2,715
GF-CTPAT Area (Finished Goods) RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-
Slab with Beam, RCC-Stair, RCC-Lintel, Brick Wall,
Plaster, Wall Paint, Inside wall- Plastic Paint, Outside
Wall- Weather Coat Thai Aluminum & 5mm Glass in
the window, Glass Door, CI Sheet Door, Fire Door, M.S
Grill in Window.
11,493 10,582
GF-Inspection Room 300 273
GF-Inspection Room 800 732
GF-Leftover store 300 270
GF-Drinking Water Area 80 72
GF-Septic Tank-1
Earth cutting in foundation, Single layer Polythene,
Single layer brick flat soling, Compacted sand filling,
Brick Wall, Roof slab, Plaster, Net- cement finishing,
Inlet & outlet piping system, Man hole cover.
200 180
GF-Septic Tank-2 200 182
GF-Water Reserver-1 (Hydrent
System) 345 311
GF-Water Reserver-2 300 271
GF-Water Reserver-3 300 271
Prospectus of Beka Garments and Textile Limited Page | 79
Particulars Construction Materials Total Building(Sqft)/Rft
Total Area Usage
GF-Boiler Room-1
RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-
Slab with Beam, RCC-Stair, RCC-Lintel, Brick Wall,
Plaster, Wall Paint, Inside wall- Plastic Paint, Outside
Wall- Weather Coat Thai Aluminum & 5mm Glass in
the window, Glass Door, CI Sheet Door, Fire Door, M.S
Grill in Window.
133 119
Road-1 Carpeting with All over pitch, around 5 inch brick wall
with plaster. 6,000 5,400
Road-2 Carpeting with All over pitch, around 5 inch brick wall
with plaster. 2,567 2310
1st Floor-HR, Admin & Compliance
office
RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-
Slab with Beam, RCC-Stair, RCC-Lintel, Brick Wall,
Plaster, Wall Paint, Inside wall- Plastic Paint, Outside
Wall- Weather Coat Thai Aluminum & 5mm Glass in
the window, Industrial Door, M.S Grill in Window.
350 315
1st Floor-Packing Area 400 360
1st Floor-Worker Dinning 500 450
1st Floor-Prayer Area 130 117
1st Floor-Drinking Area west 80 72
1st Floor-Needle issue room 150 135
1st Floor-Spot Removing Area 90 81
1st Floor-Accessories store 449 404.1
1st Floor-HR & Time Section 150 135
1st Floor-Lab Room 120 108
1st Floor-Washing Room 100 90
1st Floor-IE & Head of production
Room 600 540
1st Floor-Idle Machine Room 377 339
1st Floor-North Passage 700 630
1st Floor-Middle Passage 800 720
1st Floor-Ramp 1,083 974
1st Floor-Staff Dining 200 180
1st Floor-Sewing floor 11,969 10,872
1st Floor-Finishing floor 11,969 10,872
2nd Floor-Accounts Room
RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-
Slab with Beam, RCC-Stair, RCC-Lintel, Brick Wall,
Plaster, Wall Paint, Inside wall- Plastic Paint, Outside
Wall- Weather Coat Thai Aluminum & 5mm Glass in
the window, Industrial Door, M.S Grill in Window.
250 225
2ndFloor-Merchandising Room 350 315
2nd Floor-Heat seal Area 400 360
2nd Floor-Compressor Room 120 108
2nd Floor-Embroidery keeping Area 150 135
2nd Floor-Drinking Area East 80 72
2nd Floor-Cutting Input Area 430 387
2nd Floor-Commercial Room 169 152
2nd Floor-Canteen Room 130 117
2nd Floor-Dinning Area West 80 72
2nd Floor-West toilet room 600 540
2nd Floor-North Passage 700 630
2nd Floor-Middle Passage 800 720
2nd Floor-Ramp 1,083 974
2nd Floor-East toilet 600 540
2nd Floor-Sub store RCC- Grade Beam, RCC- Pillar, Brick Wall with
Plaster 5" & 8', Iron structure on the top 2' 380 342
2nd Floor-Dining room RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-
Slab with Beam, RCC-Stair, RCC-Lintel, Brick Wall,
Plaster, Wall Paint, Inside wall- Plastic Paint, Outside
Wall- Weather Coat Thai Aluminum & 5mm Glass in
the window, Industrial Door, M.S Grill in Window.
600 540
2nd Floor-Cutting floor 12,069 10,962
2nd Floor-Sewing floor 12,069 10,962
3rd Floor-Sample Room RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-
Slab with Beam, RCC-Stair, RCC-Lintel, Brick Wall,
Plaster, Wall Paint, Inside wall- Plastic Paint, Outside
Wall- Weather Coat Thai Aluminum & 5mm Glass in the
window, Industrial Door, M.S Grill in Window.
400 360
3rd Floor-Director Sir 350 315
3rd Floor-Ramp 1,083 974
Prospectus of Beka Garments and Textile Limited Page | 80
Particulars Construction Materials Total Building(Sqft)/Rft
Total Area Usage
3rd Floor-ED Office
Brick Wall Plaster, Wall Paint, Inside wall, Plastic
Paint, Outside Wall- Weather Coat, Thai Aluminum &
5mm Glass in window.
180 162
3rd Floor-North Passage
RCC-Grade Beam, RCC-Floor Slab, Wall Paint, Inside
wall- Plastic Paint, Outside Wall- Weather Coat, Profile
Sheet and Steel Structure
700 630
3rd Floor-Middle Passage 800 720
3rd Floor-West toilet room 600 540
3rd Floor-Maintenance room 120 108
3rd Floor-East toilet 600 540
3rd Floor-Dining room East 377 339
3rd Floor-Dining room West 377 339
3rd Floor-Drinking Area East 80 72
3rd Floor-GM Production office 200 180
3rd Floor-GM Quality office 150 135
3rd Floor-Drinking Area west 80 72
3rd Floor-General store 400 360
3rd Floor-Sewing floor( East)
RCC-Grade Beam, RCC-Floor Slab, RCC-Pillar, RCC-
Slab with steel Beam, Steel-Stair, RCC-Lintel, Brick
Wall, Plaster, Wall Paint, Inside wall- Plastic Paint,
Outside Wall- Weather Coat Thai Aluminum & 5mm
Glass in the window, Industrial Door, M.S Grill in
Window, decking sheet, Profile Sheet and Steel
Structure.
11,444 10,299
3rd Floor-Sewing floor(West)
RCC-Grade Beam, RCC-Floor Slab, Wall Paint, Inside
wall- Plastic Paint, Outside Wall- Weather Coat, Profile
Sheet and Steel Structure.
11,444 10,299
Shed-01 : Fire Hydrant Room
Brick Wall With Plaster & paint, RCC- Linden and Tin
shed
869 782
Shed-02 : Generator Room 300 270
Shed-03 : Boiler Room-2 350 315
Shed-04 : Empty Cartoon Room 400 360
Total 142,000 128,929
B. Plan and Machineries are found as follows:
Sl.
No Machinery Name
Quantity/
Pcs/Set
Sl.
No Machinery Name Quantity/ Pcs/Set
1. OVER LOCK 1,794 25 ZIG ZAG 11
2. CHAIN STITCH 232 26 BELCO CUTTING 2
3. BARTACK 569
27 PIPING CUTTER
MACHINE 3
4. TWO NEEDLE 1,030 28 VATICAL 11
5. SINGLE NEEDLE 2,275
29 WATER PRESSURE
SEALING 2
6. FABRICK CHECK
MACHINE 32
30 AUTO SINGLE NEEDLE 40
7. SNAP BUTTON 113 31 VELCRO CUTTING 11
8. LOCKSTITCH SINGLE
NEEDLE 10
32 SEAM SEALING 15
9. BUTTON STITCH 146 33 CUTTING MACHINE 70
10. CAD MACHINE 2 34 THREAD SUCHING 1
11. COMPRASORE BOX 7 35 MINI BOYLAR 6
12. END CUTTER MACHINE 5 36 FUSING MACHINE 35
13. BLIND STITCH 39 37 FEET OF THE ARM 225
14. BOILER 13 38 CYLINDER BED F/L 196
15. BOYLER MACHINE 4 39 DUBBLE NEEDLE 15
16. PUMP SET 1 40 PP MACHINE 3
17. NEEDLE DIRCTOR 13 41 EYELET HOLE 161
18. APW 22 42 GENERATOR 3
19. KANSA 483 43 I EAY HOLE 1
20. COMPRESSOR 10 44 FLAT LOCK 130
21. CUFF MACHINE 14 45 RECONE MACHINE 3
Prospectus of Beka Garments and Textile Limited Page | 81
Sl.
No Machinery Name
Quantity/
Pcs/Set
Sl.
No Machinery Name Quantity/ Pcs/Set
22. SPOT DIRCTOR MACHINE 7 46 HIT SELLING MACHINE 10
23. CYCLE MACHINE 139 47 IRON TABLE 20
24. BUTTON HOLE 169
OTHERS:
Besides these assets, we have also found other assets like Office Equipment, Furniture & Fixture, Electrical Installation, Motor
Vehicle, Fire Hydren System, Extinguisher. It is also mentionable here that during our visit, we also checked Inventory register and
roster (Workers‟ duty register) and found total 2,136 numbers of employees. We also noticed that all machineries of BGTL are in
good condition and running well. We found the company in operation during our visit.
SIGNBOARD:
The signboard of the Company is well displayed at the registered office and factory premises and there is no other office-factory
within the said factory premises & corporate office building.
For the Issue Manager(s)
Sd/-
Md. Mohiuddin Mollah
Chief Executive Officer
Shahjalal Equity Management Limited
Sd/-
Mr. Barun Prasad Paul
Managing Director & CEO (CC)
BD Finance Capital Holdings Limited
(xiv) If the issuer is entitled to any intellectual property right or intangible asset, full description of the property, whether the same
are legally held by the issuer and whether all formalities in this regard have been complied with;
The issuer is not entitled to any intellectual property right or intangible asset.
(xv) Full description of other properties of the issuer;
Particulars Amounts in Taka
WDV as on 31-Dec-2019 WDV as on 30.06.2019
Land Development 33,291,145 33,999,468
Factory Building & Other
Construction 205,822,429 211,066,102
Plant & Machinery 913,065,397 867,796,899
Boiler & compressor 33,249,370 33,362,548
Generator 21,757,590 22,386,550
Office Equipment 47,444,755 48,939,998
Furniture & Fixture 58,899,576 50,434,426
Electric Installations 29,116,921 25,115,808
Motor Vehicle 35,298,340 23,254,127
Fire Hydrant System 33,426,719 35,162,886
Fire Extinguisher 31,685,011 33,330,715
Total 1,443,057,253 1,384,849,526
Prospectus of Beka Garments and Textile Limited Page | 82
F. PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION
I. If the issuer has not started its commercial operation, the Company’s plan of operations for the period which would be required to
start commercial operation which shall, among others, include:
This section is not applicable for the issuer because the issuer (Beka Garments and Textile Limited) started its commercial operation
on 7th June, 2011.
II. If the issuer had been in operation, the issuer’s revenue and results of operation, financial position and changes in financial position
and cash flows for the last five years or from commercial operation, which is shorter, shall be furnished in tabular form which shall,
among others, include the following information:
Statement of Financial Position of the Company is as under
Particulars
Amount in Taka
31-Dec-19 30 June,2019 30 June,2018
(Restated)* 30 June,2017 30 June,2016 30 June,2015
Assets
Non-Current Assets: 1,617,771,694 1,576,868,826 1,145,560,422 869,860,660 726,128,249 407,693,518
Property, Plant and
Equipment* 1,443,057,253 1,384,849,526 973,596,737 802,049,248 662,714,087 391,964,926
Capital Work in progress 174,714,441 192,019,300 171,963,685 67,811,412 63,414,162 15,728,592
Current Assets: 1,218,460,744 1,142,011,430 953,772,116 768,334,490 735,209,941 565,289,033
Inventories 468,595,155 452,970,587 367,314,880 231,911,290 205,769,590 140,749,225
Trade and Other
Receivables* 607,300,170 610,367,329 563,838,764 517,960,810 511,517,579 406,158,173
Advance, Deposits and
Prepayments 53,725,167 10,141,713 16,941,474 17,384,282 16,339,816 15,312,588
Cash and Cash
Equivalents 88,840,252 68,531,801 5,676,998 1,078,107 1,582,956 3,069,047
Total Assets 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,150 1,461,338,190 972,982,551
Shareholders' Equity & Liabilities
Shareholders' Equity: 2,541,041,497 2,409,533,860 1,580,956,396 1,323,448,193 1,041,181,953 758,606,226
Share Capital 1,020,000,000 850,000,000 3,400,000 3,400,000 3,400,000 3,400,000
Retained Earnings* 1,521,041,497 1,559,533,860 1,329,056,396 1,071,548,193 789,281,953 506,706,226
Share Money Deposit - - 248,500,000 248,500,000 248,500,000 248,500,000
Non-Current Liabilities: 184,612,300 177,824,373 285,262,778 109,365,880 180,839,468 81,015,061
Long Term Loan (Non-
Current Portion) 184,612,300 177,824,373 285,262,778 109,365,880 180,839,468 81,015,061
Current Liabilities: 110,578,641 131,522,023 233,113,364 205,381,077 239,316,769 133,361,264
Trade and Other
Payables 23,472,833 23,910,402 29,520,212 29,112,636 23,455,896 28,689,090
Short Term Borrowings 28,100,519 25,267,667 99,739,682 83,930,278 121,447,839 23,545,170
Bank Overdraft/SOD - - 55,016,197 48,959,254 46,785,204 36,167,610
Current Portion of Long
Term Loan 25,216,800 47,813,703 15,204,000 10,300,000 10,300,000 10,300,000
Liabilities for Expenses 33,788,489 34,530,250 33,633,272 33,078,909 37,327,830 34,659,394
Total Shareholders'
Equity & Liabilities 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,150 1,461,338,190 972,982,551
Net Assets Value (NAV)
per share* 24.91 28.35 3,918.99 31,616.12 23,314.18 15,003.12
BEKA GARMENTS AND TEXTILE LIMITED Comparative Statement of Comprehensive Income
Particulars Amount in Taka
31-Dec-2019 30-06-2019 30-06-2019) FY(2016-2017) FY(2015-2016) FY(2014-2015)
Sales Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
Less: Cost of Goods
Sold* (836,846,196) (1,678,884,652) (1,659,453,629) (1,615,000,507) (1,544,330,070) (1,219,331,904)
Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197
Operating Expenses (82,164,428) (159,916,049) (150,031,090) (168,513,251) (152,562,659) (133,651,532)
Administrative
Expenses* (49,205,157) (97,699,849) (91,493,544) (109,833,047) (97,496,363) (86,558,982)
Selling &
Distribution
Expense* (32,959,271) (62,216,200) (58,537,546) (58,680,204) (55,066,295) (47,092,550)
Profit from
Operation 144,688,900 324,612,079 325,142,317 326,618,261 331,752,617 249,195,665
Prospectus of Beka Garments and Textile Limited Page | 83
Particulars Amount in Taka
31-Dec-2019 30-06-2019 30-06-2019) FY(2016-2017) FY(2015-2016) FY(2014-2015)
Non-Operating
Expenses
Finance Cost (15,257,388) (45,298,944) (69,064,618) (45,297,621) (50,022,390) (18,648,498)
Other Income* 2,076,124 1,163,828 1,430,505 945,600 845,500 600,000
Profit before Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Provision for
Income Tax - - - - - -
Net Profit after tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Other
Comprehensive
Income for the year - - - - - -
Total
Comprehensive
Income for the year 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Earnings Per Share
(EPS) Basic* 1.29 6.58 8.53 11.21 11.22 9.23
Earnings Per Share
(EPS) Diluted 1.29 2.75 2.52 2.77 2.77 2.27
Changes in Financial Position
Particulars Share Capital Retained Earnings Total Equity
As at Dec 30, 2019 1,020,000,000 1,521,041,497 2,541,041,497
As at June 30, 2019 850,000,000 1,559,533,860 2,409,533,860
As at June 30, 2018 3,400,000 1,329,056,396 1,332,456,396
As at June 30, 2017 3,400,000 1,071,548,193 1,074,948,193
As at June 30, 2016 3,400,000 789,281,953 792,681,953
As at June 30, 2015 3,400,000 506,706,226 510,106,226
Statement of Cash Flows:
Particulars
Amount in Taka
31-Dec-2019
(6-Month) FY(2018-2019) 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15
A. Cash Flows from Operating Activities:
Received from
Customers 1,067,334,059 2,116,985,863 2,089,153,026 2,103,688,788 1,923,285,940 1,375,184,655
Paid to Suppliers (608,659,161) (1,287,862,880) (1,345,091,585) (1,212,002,838) (1,232,406,757) (925,874,622)
Paid to Employee (183,447,139) (355,946,615) (359,428,467) (357,898,794) (304,650,557) (255,516,593)
Paid for
Manufacturing &
Operating Expenses (133,012,533) (191,844,685) (192,463,690) (194,581,521) (194,118,851) (170,494,202)
Received from
Others Sources 232,227 445,670 755,250 725,484 646,900 384,513
Net Cash Generated
from operation
Activities
142,447,452 281,777,353 192,924,535 339,931,119 192,756,674 23,683,751
B. Cash Flows from Investing Activities:
Acquisition of
Property, Plant and
Equipment (29,373,642) (153,078,785) (218,047,309) (184,144,113) (305,078,075) (94,637,168)
Paid for Capital
Work In Progress (65,808,367) (364,944,918) (104,152,273) (4,397,250) (47,685,570) (15,728,592)
Net Cash Flows from
Investing Activities (95,182,009) (518,023,702) (322,199,582) (188,541,363) (352,763,645) (110,365,760)
C. Cash Flows from Financing Activities:
Long Term Loan
Received/(Payment) (15,808,976) (74,828,701) 180,800,898 (71,473,588) 99,824,407 91,315,061
Short Term Loan
Received/(Payment) 2,832,851 (74,472,015) 15,809,404 (37,517,561) 97,902,669 (51,708,720)
Bank
Overdraft/SOD
Received/(Payment) - (55,016,197) 6,056,943 2,174,050 10,617,594 36,167,610
Share Money
Deposit - 549,806,330 - - - 24,568,500
Prospectus of Beka Garments and Textile Limited Page | 84
Particulars
Amount in Taka
31-Dec-2019
(6-Month) FY(2018-2019) 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15
Share Money
Refund (1,705,830)
Paid for Financial
Expenses (15,257,388) (45,298,944) (69,064,618) (45,297,621) (50,022,390) (18,648,498)
Net Cash flow from
Financing Activities (28,233,513) 298,484,643 133,602,627 (152,114,720) 158,322,280 81,693,953
D. Net
Increase/(Decrease)
of Cash and Cash
Equivalents
(A+B+C)
19,031,930 62,238,294 4,327,580 (724,964) (1,684,691) (4,988,056)
E. Cash and Cash
Equivalents at the
beginning of the year
68,531,801 5,676,998 1,078,107 1,582,955 3,069,047 7,841,616
F. Foreign Exchange
Gain/(loss) 1,276,521 616,510 271,311 220,116 198,600 215,487
G. Cash and Cash
Equivalents at the
end of the year
(D+E+F)
88,840,252 68,531,801 5,676,998 1,078,107 1,582,955 3,069,047
NET OPERATING
CASH FLOWS PER
SHARE (NOCFPS)
1.40 6.61 6.39 135.03 76.60 9.54
a) Internal and external sources of cash:
The internal sources of cash of the Company are the share capital and retained earnings. The external sources of cash are
bank loans.
Particulars Amounts In Taka
31-Dec-19 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15
Internal Sources of Cash:
Paid up Capital 1,020,000,000 850,000,000 3,400,000 3,400,000 3,400,000 3,400,000
Retained
Earnings 1,521,041,497 1,559,533,860 1,329,056,396 1,071,548,193 789,281,953 506,706,226
Sub-Total 2,541,041,497 2,409,533,860 1,332,456,396 1,074,948,193 792,681,953 510,106,226
External Sources of Cash:
Share Money
Deposit - - 248,500,000 248,500,000 248,500,000 248,500,000
Long Term Loan 209,829,100 225638076 300,466,778 109,365,880 180,839,468 81,015,061
Sub-Total 209,829,100 225,638,076 548,966,778 357,865,880 429,339,468 329,515,061
Grand Total 2,750,870,596 2,635,171,936 1,881,423,174 1,432,814,073 1,222,021,421 839,621,287
b) Any material commitments for capital expenditure and expected sources of funds for such expenditure:
BGTL has no other material commitments for capital expenditures except for those mentioned in the “Utilization of IPO
proceeds” in this prospectus.
c) Causes for any material changes from period to period in revenues, cost of goods sold, other operating expenses and net
income:
The Company’s revenue and other income, as well as operating expenses and net income, have continued to change due to
increasing business volume.
Particulars Amount in taka
31-Dec-19 30-June-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15
Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197
Net profit Before tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166
Net profit After tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166
Revenues:
Production capacity has been increased in every year by installing plant and machinery. Resultant, period to period
changes in revenues have arisen.
Cost of goods sold:
The increase in the cost of goods sold in period to period is in the line with sales volume.
Prospectus of Beka Garments and Textile Limited Page | 85
Other operating expenses:
The increase of operating expenses in period to period is in line with production and sale volume.
Net income:
Net income increased in the period to period is in line with sales volume.
d) Any seasonal aspects of the issuer’s business;
The requirement of Garments product is all around the year in almost the same volume, since the demand remains more
or less the same in all seasons. Therefore, the seasonal aspect does not significantly affect the Company’s business and Beka
Garments and Textile Limited supplies its products to its permanent buyers, who provide sufficient purchase orders to
work throughout the year. As a result, no seasonal aspects adversely affect the business of BGTL.
e) Any known trends, events or uncertainties that may have a material effect on the issuer’s future business;
The known events that may affect the business operations of the Company are:
Decrease in demand for the readymade garment’s products in the international market;
Increased production cost;
The scarcity of raw materials;
The entrance of new Technology;
Increased competition;
Govt. Policy changes towards the industry;
Political unrest;
Natural disaster.
f) Any assets of the Company used to pay off any liabilities:
None of the operating assets of the Company has been disposed of to liquidate any liabilities of the Company.
g) Any loan is taken from or given to any related party or connected person of the issuer with details of the same;
The Company has no associate, subsidiary or holding Company. So no loan was taken from or given to aforesaid.
h) Any future contractual liabilities the issuer may enter into within next one year, and the impact, if any, on the financial
fundamentals of the issuer;
The Company has no plan to enter into any contract creating future liabilities for the Company except for those which are
created in the normal course of business activities.
i) The estimated amount, where applicable, of future capital expenditure;
The Company does not have any plan for future capital expenditure except for those mentioned in the “Use of IPO
Proceeds” section above in this prospectus.
j) Any VAT, income tax, customs duty or other tax liability which is yet to be paid, including any contingent liabilities stating
why the same was not paid prior to the issuance of the prospectus. Updated income tax status for the last 5 years or from
commercial operation, which is shorter;
VAT:
Beka Garments and Textile Limited is 100% export oriented. The government of Bangladesh has declared that there is no
VAT on 100% export-oriented project except local sale by the Bangladesh Gazette dated June 06, 2013 General Order No.
25/VAT/2013. As such, The Company does not have any outstanding VAT as on June 30, 2019. The Company VAT
registration no: 21091008140 and area code: 210301
Income Tax:
As per certificate of the Deputy Commissioner of Taxes, The Company’s E-TIN No-857525397754 Tax Circle-079
(Companies), Taxes Zone -04, Dhaka. For the assessment of the Company, Income Tax Return has been submitted and the
assessment is under process. The applicable tax rate is 12.0% being 100% export-oriented Company. Year-wise Income
Tax status of the Company is depicted below:
Income Year Assessment Year Profit Before Tax Income Tax Liability Status
2018-2019 2019-2020 280,476,964
Enjoying Tax
Holiday
Return will be submitted in due time
2017-2018 2018-2019 257,508,204 Assessment Completed
2016-2017 2017-2018 282,266,240 Assessment Completed
2015-2016 2016-2017 282,575,727 Assessment Completed
2014-2015 2015-2016 231,147,167
Customs Duty and other tax liability: Customs duty is not applicable to the Company. There is no customs duty or other
tax liability of the Company as on 30 June, 2019.
Contingent Liability: There exists no situation involving BGTL for which any liability for the Company is most likely to
occur or which may create any possibility of the Company’s liability in the near future.
k) Any financial commitment, including lease commitment, the Company had entered into during the past five years or from
commercial operation, which is shorter, giving details as to how the liquidation was or is to be effected;
The Company has no financial commitment, including lease commitment, during the past five years.
Prospectus of Beka Garments and Textile Limited Page | 86
l) Details of all personnel related schemes for which the company has to make provision for in future years;
Particulars
Bonus The Company Pays two festival bonuses @ 100% of basic salaries.
Yearly Increment/ Promotions Employees are awarded with a minimum increment of at least 10% of salary and promotion
for extra ordinary performances.
Group Insurance The company has established group insurance policy with Continental Insurance Limited
for its permanent employees.
Provident Fund The company has been maintaining a recognized contributory provident fund for all of its
permanent executives. The fund is administrated by a board of trustee and is funded by
8.33% contributions from the salaries equally by the employees and the company.
Medical Treatment Facility Employees of BEKA Garment and Textile Limited receive medical treatment facility for
any kind of injury during the course of their service in the company.
Leave encashment Employees are entitled to enjoy encashment against leave (Annual only) if not enjoyed
m) Break down of all expenses related to the public issue;
The following amount, to be paid to the Issue Manager, Underwriters and other costs are as follows:
n) If the issuer has revalued any of its assets, the name, qualification and experiences of the valuer and the reason for the revaluation,
showing the value of the assets prior to the revaluation separately for each asset revalued in a manner which shall facilitate
comparison between the historical value and the amount after revaluation and giving a summary of the valuation report along with
basis of pricing and certificates required under the revaluation guideline of the Commission;
Beka Garments and Textile Limited has not revalued any of its assets up to 30 June, 2019.
Sl.
No Particulars Nature of Expenditure
Amount in Tk.
(approx.)
Issue Management Fees 4,025,000
1 Manager to the Issue Fee 1% on the public offer amount 3,500,000
VAT against Issue Management Fees @ 15% on Issue Management Fees 525,000
Listing Related Expenses 6,180,000
2
Application Fee for Stock Exchanges Tk. 50,000 for each exchanges 100,000
Listing Fee for Stock Exchanges (DSE & CSE)
0.25% on Tk. 10 crore of paid-up capital and
0.15% on the rest amount of paid-up capital;
minimum Tk. 50,000 and Maximum Tk. 10
million for each exchange
4,310,000
Annual Fee for DSE & CSE
@ 0.05% on Tk. 100 Crore of paid-up capital
and 0.02% on the rest amount of paid-up
capital; minimum Tk. 50,000 and Maximum Tk.
6 lacs for each exchanges
1,370,000
Electronic Bidding Fee Fixed 400,000
BSEC Fees 1,450,000
3 Application Fee Fixed 50,000
BSEC Consent Fee Fee @ 0.40% on the public offering amount 1,400,000
IPO Commission 812,500
4 Underwriting Commission Commission @ 0.50% on underwritten amount 612,500
5 Auditors' Certification Fees At Actual 200,000
CDBL Fees and Expenses 814,000
5
Security Deposit At Actual 500,000
Documentation Fee At Actual 2,500
Annual Fee At Actual 100,000
Connection Fee At Actual 6,000
IPO Fees @0.015% of issue size+0.015% of Pre- IPO paid
up capital 205,500
Printing and Post IPO Expenses 8,700,000
6
Publication of Prospectus Estimated (to be paid at actual) 600,000
Notice in 4 daily newspaper Estimated (to be paid at actual) 800,000
Notice for Prospectus, Lottery, Refund etc. in
4 daily newspaper Estimated (to be paid at actual) 250,000
Lottery Conducting Expenses & BUET Fee Estimated (to be paid at actual) 600,000
Collection of Forms, Data Processing and
Share Software Charge Estimated (to be paid at actual) 6,000,000
Courier Expenses Estimated (to be paid at actual) 200,000
Stationeries and other expenses Estimated (to be paid at actual) 250,000
Total 21,981,500
Prospectus of Beka Garments and Textile Limited Page | 87
o) Where the issuer is a holding/ subsidiary Company, full disclosure about the transactions, including its nature and amount, between
the issuer and its subsidiary/holding company, including transactions which had taken place within the last five years of the issuance
of the prospectus or the prospectus or since the date of incorporation of the issuer, whichever is later, clearly indicating whether the
issuer is a debtor or a creditor;
Beka Garments and Textile Limited has neither subsidiary nor it is operated under a holding Company nor does it have any
associate Company. Hence, no transaction has taken place.
p) Financial Information of Group Companies: following information for the last three years based on the audited financial statements,
in respect of all the group companies of the issuer, wherever applicable, along with significant notes of auditors;
The Company has no subsidiary/holding Company or associate Company. Therefore, no transaction has taken place. However,
the Directors of the Company are involved in other companies which are disclosed in the brief information about Directors.
q) Where the issuer is a banking Company, insurance Company, non-banking financial institution or any other Company which is
regulated and licensed by another primary regulator, a declaration by the board of directors shall be included in the prospectus
stating that all requirements of the relevant laws and regulatory requirements of its primary regulator have been adhered to by the
issuer;
The issuer Company is not a banking Company, insurance Company, non-banking financial institution or any other Company
which is regulated and licensed by another primary regulator for this reason this subsection is not applicable for the Issuer.
r) A report from the Auditors regarding any allotment of shares to any person for any consideration otherwise than cash along with
the relationship of that person with the issuer and rationale of issue price of the shares;
CERTIFICATION REGARDING ANY ALLOTMENT OF SHARES TO ANY PERSON FOR ANY CONSIDERATION
OTHERWISE THAN CASH ALONG WITH RELATIONSHIP
OF THAT PERSON WITH THE ISSUER
This is to clarify that, Beka Garments and Textile Limited has not allotted any Shares other than Cash except issuance of a
Bonus Share as on 06 October, 2018 for 499,995 Shares @ Tk.10.00 and 26 December, 2019 for 17,000,000 Shares @ Tk.10.00
each to the existing Shareholders. A table is given below regarding the allotment of shares to any person for any consideration
otherwise than cash along with the relationship of that person with the issuer and rationale of the issue price of the shares:
SL.
No. Name of the Shareholders
Relation with the
issuer
No of Shares Issue
price
Total No.
Share 06-10-18 26-12-19
1. Micky Diaz Chairman 761,000 2,729,458 10 3,490,458
2. Boby N Diaz
Managing
Director 358,950 2,659,914 10 3,018,864
3. Bani Diaz Director 105,000 815,890 10 920,890
4. Jhonathan Brook Diaz Director 105,000 815,890 10 920,890
5. Md. Shaiful Islam Shareholder 20,000 20,000 10 40,000
6. Aurun Kanti Bisawas Shareholder 50,000 20,000 10 70,000
7. Impex Trading Company Shareholder 20,000 88,000 10 108,000
8. Mohammad Haroon Kamal Shareholder 40,000 120,000 10 160,000
9. Nurjahan Begum Shareholder 30,000 20,000 10 50,000
10. Aileen Rachael Pereira Shareholder 50,000 35,739 10 85,739
11. Universal Equity Management Ltd Shareholder 1,250,000 - 10 1,250,000
12. Md. Farid Ahmed Shareholder 75,000 - 10 75,000
13. Shameem Ahsan Shareholder 115,000 100,000 10 215,000
14. Ahmed Tawfiqur Rahman Arnab Shareholder 30,000 100,000 10 130,000
15. Global Shoes & Textiles Ltd. Shareholder 30,000 200,000 10 230,000
16. Sanjoy Roy Shareholder 125,000 57,500 10 182,500
17. Santona Dutta Shareholder 25,000 10,000 10 35,000
18. Md. Afzalur Rahman Shareholder 187,500 109,500 10 297,000
19. Md. Mahbuber Rahman Shareholder 187,500 1,402,109 10 1,589,609
20. Shammi Akther Shibly Shareholder 20,000 30,000 10 50,000
21. Md. Majibur Rahman Shareholder 30,000 20,000 10 50,000
22. S M Khurshid-Ul Alam Shareholder 10,000 10,000 10 20,000
23. Professor Dr. Suvamoy Datta Shareholder 45,000 20,000 10 65,000
24. Md. Foysol Alam Shareholder 25,000 10,000 10 35,000
25. BMSL Investment Limited Shareholder 30,000 - 10 30,000
26. Farjana Rahman Shareholder 20,000 100,000 10 120,000
27. Md. Matiur Rahman Shareholder 40,000 80,000 10 120,000
28. Howa Nur Begum Shareholder 30,000 20,000 10 50,000
29. T.M Jobaer Shareholder 10,000 20,000 10 30,000
Prospectus of Beka Garments and Textile Limited Page | 88
SL.
No. Name of the Shareholders
Relation with the
issuer
No of Shares Issue
price
Total No.
Share 06-10-18 26-12-19
30. Abu Bakar Siddique Shareholder 50,000 20,000 10 70,000
31. Kazi Tareq Shams Shareholder 1,000,000 - 10 1,000,000
32. F.A. Trading Corporation Shareholder 45,000 - 10 45,000
33. Abaci Investments Limited (MDA) Shareholder 30,000 - 10 30,000
34. Andrea Jacob Shareholder 50,000 20,000 10 70,000
35.
Bangladesh Finance And Investment
Company Limited Shareholder - 102,000 10 102,000
36. BD Finance Securities Ltd Shareholder - 52,000 10 52,000
37. Anwar Ispat Ltd Shareholder - 2,000 10 2,000
38. NRB Equity Management Limited Shareholder - 180,000 10 180,000
39. Abul Hasan Shareholder - 40,000 10 40,000
40. Chandan Roy Shareholder - 50,000 10 50,000
41. Uttara Finance & Investment Ltd Shareholder - 1,600,000 10 1,600,000
42. Md. Helal Uddin Talukder Shareholder - 60,000 10 60,000
43. Md. Arifijjaman Shareholder - 40,000 10 40,000
44. Md. Bakiul Karim Majumder Shareholder - 20,000 10 20,000
45. Md. Razaul Karim Shareholder - 20,000 10 20,000
46. Md. Saifuddin Khaled Shareholder - 40,000 10 40,000
47. Abdullah Al Mamun Shareholder - 20,000 10 20,000
48. Md. Saiful Azam Shareholder - 12,000 10 12,000
49. Mirza Mohammad Mamun Sadat Shareholder - 12,000 10 12,000
50. Shah Muhammad Itteda Hasan Shareholder - 12,000 10 12,000
51. Popular Life Insurance Company Ltd. Shareholder - 400,000 10 400,000
52. Ananda Jewelers Shareholder - 20,000 10 20,000
53. Brothers Trading Shareholder - 50,000 10 50,000
54.
Abu Taiyab Mohammad Tahmidur
Rahman Shareholder - 10,000 10 10,000
55. Shusil Chandra Shareholder - 10,000 10 10,000
56. Ashok Kumer Pandit Shareholder - 10,000 10 10,000
57. Raquibul Hassan Shareholder - 20,000 10 20,000
58. Kazi Mostafizur Rahman Shareholder - 60,000 10 60,000
59. Kazi Abu Taher Shareholder - 20,000 10 20,000
60. Mohammad Fakrul Alam Shareholder - 20,000 10 20,000
61. Md. Fazlul Haque Shareholder - 20,000 10 20,000
62. Nasrin Akter Shareholder - 20,000 10 20,000
63. Md.Rustom Ali Howlader Shareholder - 19,800 10 19,800
64. Md.Rashiduzzaman Shareholder - 12,400 10 12,400
65. Md.Riaz Haider Shareholder - 10,000 10 10,000
66. Mamun Hossain Shareholder - 4,000 10 4,000
67. Jannatun Nesa Shareholder - 10,000 10 10,000
68. Md. Nizamul Haque Shareholder - 30,000 10 30,000
69. Md.Shakhawat Hossain Shareholder - 10,000 10 10,000
70. Md.Ashiqur rahman Shareholder - 60,000 10 60,000
71. Abdur Razzak Shareholder - 20,000 10 20,000
72. Mohd.Mahbubul Alam Shareholder - 10,000 10 10,000
73. Jabia Zahan Shareholder - 10,000 10 10,000
74. Md.Shamim Hasan Shareholder - 24,000 10 24,000
75. Md.Hasan Imam Shareholder - 5,200 10 5,200
76. Md.RuhulAmin Mollah Shareholder - 40,000 10 40,000
77. Md. Md.Soyeb Hasan Shareholder - 21,000 10 21,000
78. Sultana Parvin Shareholder - 20,000 10 20,000
79. Md.Mansur Kabir Shareholder - 12,000 10 12,000
80. Md.Arifur Rahman Shareholder - 20,000 10 20,000
81. Md.Jahangir Hossain Mollah Shareholder - 40,000 10 40,000
82. Siran Bin Sarwar Shareholder - 10,000 10 10,000
83. Md. Baktiar Uddin Shareholder - 10,000 10 10,000
84. Md. Towhidur Rahman Shareholder - 9,800 10 9,800
85. Md. Didar Alam Shareholder - 10,000 10 10,000
Prospectus of Beka Garments and Textile Limited Page | 89
SL.
No. Name of the Shareholders
Relation with the
issuer
No of Shares Issue
price
Total No.
Share 06-10-18 26-12-19
86. Abu Sadat Md Sayem Shareholder - 100,000 10 100,000
87. Md. Azharul Islam Khan Shareholder - 20,000 10 20,000
88. Bengal Assets Holdings Ltd Shareholder - 1,644,000 10 1,644,000
89. BRB Securities Limited Shareholder - 200,000 10 200,000
90. Marjahan Akter Shareholder - 40,000 10 40,000
91. Bikrampur Potato Flackes Industries Ltd. Shareholder - 326,000 10 326,000
92. Md. Jahirul Islam Shareholder - 20,000 10 20,000
93. Chittagong Pesticides & Fisheries Ltd Shareholder - 125,800 10 125,800
94. Kajal Saha Shareholder - 22,000 10 22,000
95. Mohammad Atiqul Alam Shareholder - 30,000 10 30,000
96. Alak Chandra Sarkar Shareholder - 30,000 10 30,000
97. Rabindra Nath Sarker Shareholder - 30,000 10 30,000
98. Md. Saiful Islam Shareholder - 40,000 10 20,000
99. Md. Shafiqur Rahman Shareholder - 20,000 10 40,000
100. Shamima Nasir Shareholder - 20,000 10 20,000
101. Mallik Rowshan Alam Shareholder - 10,000 10 10,000
102. Farhana Parvin Shareholder - 10,000 10 10,000
103. AKM Ehsanullah Shareholder - 6,000 10 6,000
104. Md. Rakibul Hasan Shareholder - 10,000 10 10,000
105. Md. Sadequz zaman Shareholder - 10,000 10 10,000
106. Md. Sanirul Islam Shareholder - 20,000 10 20,000
107. Ruma Sarker Shareholder - 20,000 10 20,000
108. Mohammad Asraful Alam Shareholder - 20,000 10 20,000
109. Juran Chandra Bhowmik Shareholder - 100,000 10 100,000
110. Mir Md. Zainul Abedin Shibly Shareholder - 20,000 10 20,000
111. Md. Shamsul Haque Shareholder - 20,000 10 20,000
112. AKM.Monzurul Kabir Shareholder - 10,000 10 10,000
113. SK Trims & Industries Ltd Shareholder - 200,000 10 200,000
114. Salma Shareholder - 100,000 10 100,000
115. Md. Alamgir Hossain Shareholder - 272,000 10 272,000
116. Shaheda Akter Shareholder - 110,000 10 110,000
117. Helen Rahman Shareholder - 183,333 10 183,333
118. Hafsa Alam Shareholder - 166,667 10 166,667
119. Salman Haider Chowdhury Shareholder - 50,000 10 50,000
Total 4,999,950 17,000,000 10 21,999,950
Dated: January 27, 2020 Shiraz Khan Basak & Co.
Dhaka Chartered Accountants
s) Any 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;
There is no 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.
t) Business strategies and future plans. Projected statement of financial position, compressive statement of income and earnings per
share for the next three accounting years as per the issuers own assessment.
Beka Garments and Textile Limited started its commercial operation in 07 June, 2011
u) Discussion on the results of operations shall inter-alia contain the following:
1. A summary of the past financial results after adjustments as given in the auditor’s report containing significant items of income and
expenditure;
There was no significant adjustment given by the auditors during the last financial year. Summary of the financial results
and operations are presented below;
Particulars Amount in taka
31-Dec-19 30-June-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15
Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
Prospectus of Beka Garments and Textile Limited Page | 90
Particulars Amount in taka
31-Dec-19 30-June-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15
Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197
Net profit Before tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166
Net profit After tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166
Earnings Per Share
(EPS) Basic* 1.29 6.58 8.53 11.21 11.22 9.23
Earnings Per Share
(EPS) Diluted 1.29 3.30 3.03 3.32 3.32 2.72
2. A summary of major items of income and expenditure;
Particulars Amounts in Taka
31-Dec-19 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15
Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197
Net Profit Before Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,166
Total Assets 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,149 1,461,338,190 972,982,551
Paid up Capital 1,020,000,000 850,000,000 3,400,000 3,400,000 3,400,000 3,400,000
Retained Earnings 1,521,041,497 1,559,533,860 1,329,056,396 1,071,548,193 789,281,953 506,706,226
No. of Share 102,000,000 85,000,000 340,000 340,000 340,000 340,000
Face Value 10 10 10 10 10 10
NAV per share 24.91 28.35 3,918.99 31,616.12 23,314.18 15,003.12
Earnings per share
(Basic)
1.29 6.58 8.53 11.21 11.22 9.23
Earnings per share
(Diluted)
1.29 3.30 3.03 3.32 3.32 2.72
3. The income and sales on account of major products or services;
Since, the Company is engaged in the business of Readymade Woven Garments products which contribute 100% of the total
revenue.
The details of Woven Garments products are given below:
1. Long Pant
2. Jacket
3. Rain Braker
4. Short Pant
5. Swim Sports
6. Tennis Shorts
7. Running Shorts
8. 5 Pocket Basic Pants
9. Cargo Pants
10. Bermuda Pants
11. Chino Pants
12. Jogger Pants
13. Jogging Pants
14. Padding Jackets
15. Softball Jackets
16. Windbreakers
17. Ski Jacket
18. Fleece Jacket
19. Trucker Jacket
20. Trucker Jacket with ZIP Detachable
21. Ladies Blouse
22. Ladies Cord Tops
23. Ladies Tops
The sales as per 31 December, 2019 more than 10% of the company’s total revenues are:
Particulars Amount in Taka Contribution on sales
Short Pant 137,032,985 13%
4. In case, other income constitutes more than 10% of the total income, the breakup of the same along with the nature of the
income, i.e., recurring or non-recurring;
The Company’s other income is not more than 10% of the total income.
5. If a material part of the income is dependent upon a single customer or a few major customers, disclosure of this fact along
with relevant data. Similarly, if any foreign customer constitutes a significant portion of the issuer’s business, disclosure of
the fact along with its impact on the business considering exchange rate fluctuations:
The Company’s income is not dependent upon a single customer or a few major customers.
6. In case the issuer has followed any unorthodox procedure for recording sales and revenues, its impact shall be analyzed and
disclosed.
The issuer has not followed any unorthodox procedure for recording sales and revenues.
Prospectus of Beka Garments and Textile Limited Page | 91
v) Comparison of the recent financial year with the previous financial years of the major heads of the profit and loss statement,
including an analysis of reasons for the changes in significant items of income and expenditure, inter-alia, containing the
following:
Particulars Dec 31,2019 June 30,2019 June 30, 2018 June 30, 2017 June 30, 2016 June 30, 2015
Revenue 1,063,699,524 2,163,412,780 2,134,627,036 545,810,223 2,163,412,780 2,134,627,036
Cost of Goods Sold (836,846,196) (1,678,884,652) (1,659,453,629) (1,615,000,507) (1,544,330,070) (1,219,331,904)
Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197
Operating Expenses (82,164,427) (159,916,049) (150,031,090) (168,513,251) (152,562,659) (133,651,532)
Net Profit before Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Net Profit after Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
1) Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of
income, change in accounting policies and discretionary reduction of expenses etc.
There are no unusual or infrequent events or transactions including unusual trends on account of business activity, unusual
items of income, and discretionary reduction of expenses etc.
2) Significant economic changes that materially affect or are likely to affect income from continuing operations;
There are no significant economic changes that may materially affect or are likely to affect income from continuing
operations.
3) Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income
from continuing operations;
The known events that may affect the business operations of the Company are:
The decrease in demand for the readymade garment’s products in the local and international market,
Increased production cost
The scarcity of raw materials,
Technological change,
Increased competition
Govt. Policy changes towards the industry,
Political unrest & Hartal
Flood and natural calamities.
4) Future changes in the relationship between costs and revenues, in the case of events such as a future increase in labor or
material costs or prices that will cause a material change are known;
Future is always uncertain and the company is aware of that. In future, labor price or material price may change and
business may be affected. However, revenue is always adjusted with production cost. So, any change in cost factor will
be reflected in sale price.
5) The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products
or services or increased sales prices;
We are expecting the increased net sales or revenue because of sales volume, new product line, and sales price. It is
forecasted that we will be able to increase our net sales or revenue of around 10%-15% percent on an average for the next
3 years.
6) Total turnover of each major industry segment in which the issuer operated;
2018-2019 11,346,712,968.67
2017-2018 9,542,169,233.33
Sources: Annual Report and Prospects.
Revenue is calculated by using revenue of 3 similar companies such as Hwa Well Textiles (BD) Limited, Envoy Textile
Limited & Saiham Textile Limited.
7) Status of any publicly announced new products or business segment;
The Company did not announce new products or business segment.
8) The extent to which the business is seasonal;
BGTL supplies its products to its regular buyers, who provide sufficient purchase orders to work throughout the year. As
a result, no seasonal aspects adversely affect the business of BGTL.
w) Defaults or rescheduling of borrowings with financial institutions/banks, conversion of loans into equity along with reasons
thereof, lock out, strikes and reasons for the same etc.
The Company has neither rescheduled its borrowings with financial institutions/banks nor converted its loans into equity.
There has been no lockout, strikes etc.
Prospectus of Beka Garments and Textile Limited Page | 92
x) Details regarding the changes in the activities of the issuer during the last five years which may had a material effect on the
profits / loss, including discontinuance of lines of business, loss of agencies or markets and similar factors;
There were no changes in the activities of the Company during the last five years and it had not any material effect on the
profits/loss, including discontinuance of lines of business, loss of agencies or markets and similar factors.
y) Injunction or restraining order, if any, with possible implications;
There was no injunction or restraining order from any Court of Law or competent authority during the entire life of the
Company’s business.
z) Technology, market, managerial competence and capacity built-up;
Technology
Technology is the prime concern of any production process. Beka Garments and Textile Limited has been using modern
machineries and technologies in order to manufacture woven garments products. Its manufacturing process is heavily
technology driven, dynamic in nature with cutting edge technology imported from different countries. Ring Shine Textiles
Limited has modern research and development facilities, up-to-date water generation and fire management system
supervised by expert professionals.
Market
Bangladesh is one of the largest producers of textiles and garments products. Abundant availability of raw materials and
cheap labour has made the country a sourcing hub. With the improvement of the Textile & RMG sector in Bangladesh a
lot of backward linkage industries have been established to support the Textile & RMG. Dyeing industry is one of the most
important backward linkage industries for the Textile & RMG, the demand of which is increasing day by day considering
the development of the Textile & RMG.
Managerial competence
All the members of the management team of the company are highly qualified, trained & skilled professionals, well
experienced and extremely devoted. The management team is led by Boby N Diaz, Managing Director acts for the best
interest of the company. The expert team of Beka Garments and Textiles Limited, which consists of a good number of
professionals from various disciplines, is seasoned and experienced enough to use the facilities for production to fulfill the
demand of target customers. Successive strong financial performance is the result of unwavering commitment of the
promoters, management efficiency, employees‟ sincerity, use of appropriate technology.
Capacity builds up
BGTL always tries to enhance its capacity with the contemporary technology and customer demand. The company is
continuously investing and deploying enough resources including human resources to accelerate & retain its sustainability.
aa) Changes in accounting policies in the last three years;
The management of the Company has not changed any accounting policies in the last three years.
bb) Significant developments subsequent to the last financial year: A statement by the Directors whether in their opinion there
have arisen any circumstances since the date of the last financial statements as disclosed in the prospectus and which
materially and adversely affect or is likely to affect the trading or profitability of the issuer, or the value of its assets, or its
ability to pay its liabilities within the next twelve months;
STATEMENT REGARDING SIGNIFICANT DEVELOPMENTS
SUBSEQUENT TO THE LAST FINANCIAL YEAR
This is to certify that in our opinion, there have no such circumstances arisen since the date of the last financial statements
as disclosed in prospectus which materially and adversely affect or is likely to affect the trading or profitability of the
Beka Garments and Textile Limited or the value of its assets, or its ability to pay its liabilities within the next twelve
months.
Sd/-
Micky Diaz
Chairman
Sd/-
Boby N Diaz
Managing Director
Sd/-
Bani Diaz
Director
Sd/-
Jhonathan Brook Diaz
Director
Sd/-
Ekhlasur Rahman
Independent Director
cc) If any quarter of the financial year of the issuer ends after the period ended in the audited financial statements as disclosed
in the prospectus/information memorandum, unaudited financial statement for each of the said quarters duly authenticated
by the CEO and CFO of the issuer;
There is no unaudited financial Statement is attached in the Draft Prospectus.
dd) Factors that may affect the results of operations;
If the Government imposes further restrictions that may affect the result of operations. Besides, factors like the entrance
of new technology increase in competition can also affect the business.
Prospectus of Beka Garments and Textile Limited Page | 93
CHAPTER –VII
MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Prospectus of Beka Garments and Textile Limited Page | 94
CHAPTER VII: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS:
(a) Overview of Business and Strategies;
Overview of Business:
Beka Garments and Textile Limited 100% Manufacturing and Export Oriented Garments Company. The company was
incorporated as a Private Limited Company on 07 October 2010 under the Companies act 1994. Subsequently, the Company
was converted into a Public Limited Company by shares on 23 October, 2018.The commercial operations of the company started
on 07 June, 2011. The principal activities of the company are manufacturing and exporting readymade garments product. The
company is specialized in manufacturing Long Pant, Jacket, Rain Breaker, Short Pant, Swim Sports, Tennis Shorts, Running
Shorts, 5 Pocket Basic Pants, Cargo Pants, Bermuda Pants, Chino Pants, Jogger Pants, Jogging Pants, Padding Jackets,
Softball Jackets, Windbreakers, Ski Jacket, Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP Detachable, Ladies
Blouse, Ladies Cord Tops, Ladies Tops etc.
Business Strategies:
BGTL has modern machinery and technology that ensures quality products. Quality is the main concern while formulating our
strategy. We try to produce goods with the cheap cost so that we can get competitive advantages over our competitors. We also
believe in providing customized products to our customer as per need basis so that we can get a maximum market share of our
products. So, innovation is always there.
(b) SWOT Analysis
A SWOT analysis is a structured planning method that helps to evaluate the strengths, weakness, opportunities and threats
involved in the business venture. It identifies the internal and external factors that affect a business venture. Strength and
weakness are evaluated with internal factors where opportunity and threat are evaluated by external factors. The SWOT
analysis of Beka Garments and Textile Limited is as follows:
STRENGTHS:
1. Experienced Management: Experienced management result in quick decision making.
2. Quality Products: As we export our products, we have to maintain producing quality products that increase our sales volume
over the year.
3. Modern Machinery: We have been using modern machinery that increases our productivity.
4. Skilled human resource: we have skilled human resource and a large base of experienced professionals.
5. Brand Locality: The Quality of Company’s products to its customers have enabled the company to capture significant
market share in the sector. We have a very strong customer base and healthy business relationship and doing business for a
long time.
STRENGTHS
1. Experienced Management
2. Quality Products.
3. Modern Machineries.
4. Skilled human resource.
5. Brand Loyalty
WEAKNESSES
1. No existence of local market. 2. Lack of coordination between different
sectors. 3. Electricity Supply.
OPPORTUNITIES
1. Reasonable Labor price.
2. Huge untapped demand of woven
Garments Product.
3. Opportunity in Bangladesh RMG
Sector.
THREATS
1. Lack of Power Supply.
2. Competition
3. Political Unrest.
4. Increased International Competition.
5. Availability of Fuel for Steam Generation
Availability of Fuel for Steam
SWOT
ANALYSI
S
Prospectus of Beka Garments and Textile Limited Page | 95
WEAKNESSES: 1. No existence of local market: As we exporter, we have any local market developed yet
2. Lack of coordination between different sectors: we have Lack of coordination between different sectors.
3. Electricity supply: Power supply is not stable in this country, may cause disruption to production and damage to machineries
OPPORTUNITIES:
1. Reasonable Labor price: Our industry is labor-intensive and reasonable labor price has a huge advantage for cost
minimizing that helps us a competitive edge over our competitor.
2. Huge untapped demand of woven Garments product: We have a great opportunity for the development of our business
because of huge untapped demand for fabric production.
3. Opportunity in Bangladesh RMG Sector: Shift of the Chinese Textile Industry towards industrial products, thereby
creating opportunity in Bangladesh RMG Sector.
THREATS:
1. Lack of power supply: We have power supply shortage in our country. For business expansion, we need continuous
power supply such as gas and electricity to run our operation smoothly.
2. Competition: Global and local competition in this sector may affect the profitability of the company.
3. Political Unrest: In our country we have to experience political unrest. The Company and the whole industry will be
adversely affected if the political situation deteriorates
4. Increased International Competition: There is rivalry among the competitors to get the market share as maximum as
possible.
5. Availability of Fuel for Steam Generation: Bangladesh is going through natural gas crisis which might cause problem
in textile and garments sector.
(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue/sales, other income, total
income, cost of material, finance cost, depreciation and amortization expense, other expense; changes in inventories,
net profit before & after tax, EPS etc.
Analysis of the Financial Statement for the last five years and quarterly:
Beka Garments and Textile Limited Comparative Statement of Comprehensive Income
Particulars Amount in Taka
31-Dec-2019 30-06-2019 30-06-2018 30-06-2017 30-06-2017 30-06-2015
Sales Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
Less: Cost of Goods Sold* (836,846,196) (1,678,884,652) (1,659,453,629) (1,615,000,507) (1,544,330,070) (1,219,331,904)
Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197
Operating Expenses (82,164,428) (159,916,049) (150,031,090) (168,513,251) (152,562,659) (133,651,532)
Administrative Expenses* (49,205,157) (97,699,849) (91,493,544) (109,833,047) (97,496,363) (86,558,982)
Selling & Distribution
Expense* (32,959,271) (62,216,200) (58,537,546) (58,680,204) (55,066,295) (47,092,550)
Profit from Operation 144,688,900 324,612,079 325,142,317 326,618,261 331,752,617 249,195,665
Non-Operating Expenses
Finance Cost (15,257,388) (45,298,944) (69,064,618) (45,297,621) (50,022,390) (18,648,498)
Other Income* 2,076,124 1,163,828 1,430,505 945,600 845,500 600,000
Profit before Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Provision for Income Tax - - - - - -
Net Profit after tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Other Comprehensive
Income for the year - - - - - -
Total Comprehensive
Income for the year 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Earnings Per Share (EPS)
Basic* 1.29 6.58 8.53 11.21 11.22 9.23
Earnings Per Share (EPS)
Diluted 1.29 2.75 2.52 2.77 2.77 2.27
Reasons for Fluctuation
Revenue/Sales
The Company installed modern machinery in the last five years in order to increase production capacity, As a result, the
Company enjoyed steady growth in the last five years. In addition to that, the capacity utilization is also increased due to
management efficiency.
Other Income:
Other income changes due to a change in wastage sales and foreign exchange rate.
Prospectus of Beka Garments and Textile Limited Page | 96
Total Income
In fact, the combined effect of revenue and other income is reflected in the total income. Since revenue is increased, total
income is increased naturally.
Cost of Material
BGTL’s cost of material is in line with revenue and capacity utilization.
Finance Cost and Bank charge
The Company has taken short term and a long-term loan from bank in the last three years and nine months for importing
raw materials, constructing factory building and also procuring new machinery. So, the finance cost and bank charges have
increased and the trend is relevant to the production and also consistent with the revenue.
Depreciation and amortization expense
We think that the increase in depreciation is relevant to the procurement and installation of machinery. No significant
changes have occurred.
Other expense
Over the year’s trend of other expenses are consistent.
Changes in Inventories
There has been an increase in installed capacity and sales volume over the years. The demand for our products is also
increasing. So, we have to maintain a sufficient amount of inventory in order to meet the sales order. This inventory has
been increasing year to year especially.
Net Profit before/ After Tax
The Company efficiently managed its administrative expenses. As a result, the growth of net profit before and after tax is
consistent with the growth of the revenue. No unusual changes have occurred during the last five years on the above
matters.
EPS
Earnings Per Share are properly calculated using weighted average number of ordinary shares for each year.
(d) Known trends demand, commitments, events or uncertainties that are likely to have an effect on the Company’s business;
The decrease in demand for the readymade garment’s products in the local and international market,
Increased production cost.
The scarcity of raw materials,
Technological change,
Increased competition
Govt. Policy changes towards the industry,
Political unrest & Hartal
Flood and natural calamities.
Among these above-mentioned events, there are no known trends, events and/or uncertainties that shall have a material
impact on the Company’s future business except for those which are natural and beyond the control of human being.
(e) Trends or expected fluctuations in liquidity:
There are no trends of expected fluctuations in liquidity.
(f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition.
There are no off-balance sheet arrangements those have or likely to have a current or future effect on the financial
condition.
Prospectus of Beka Garments and Textile Limited Page | 98
CHAPTER VIII: DIRECTORS AND OFFICERS
a) Name, Father’s name, age, residential address, educational qualification, experience and position of each of the Directors of
the Company and any person nominated/represented to be a Director, showing the period for which, the nomination has
been made and the name of the organization which has nominated him;
Sl.
No Name Father’s Name Age Residential Address
Educational
Qualification Experience Position
Name of the
Institutions
and
Nominated
Director
1 Micky Diaz Late Albert
Diaz 60
House no:23
Road:42, Gulshan-
2, Dhaka,
Bangladesh
B.Com 35 years Chairman -
2 Boby N Diaz
Micky Diaz 35 Graduation 15 years Managing
Director
-
3 Bani Diaz Late German
Gomes 55 Graduation 20 years
Directors
-
4 Jhonathan
Brook Diaz Micky Diaz 30 Graduation 12 years
-
5 Ekhlasur
Rahman
Azizurur
Rahman 68
House 121/2, Armi
Head Quarter,
Post-Dhaka
Cantonment -1206,
Cantonment ,
Dhaka
LLB-DU 40 years Independent
Director -
b) The date on which he first became a Director and the date on which his current term of office shall expire;
Directorship tenure in the Company:
Sl. No
Name Position Date of becoming Director
for the first time Date of Expiration
of Current Term 1 Micky Diaz Chairman 08/08/2011 9thAGM in 2019
2 Boby N Diaz Managing Director 02/10/2018 12th AGM in 2022
3 Bani Diaz Director 08/08/2011 11th AGM in 2021
4 Jhonathan Brook Diaz Director 02/10/2018 10th AGM in 2020
5 Ekhlasur Rahman
Independent
Director
14/10/2019 12th AGM in 2022
c) If any Director has any type of interest in other businesses, names and types of business of such organizations. If any Director
is also a Director of another Company or owner or partner of any other concern, the names of such organizations;
Directors interest in other Business:
Name Designation in BEKA
Garment and Textile Ltd
Directorship/Ownership with other
companies and Position
Micky Diaz Chairman
Jane Trading Corporation Limited Managing Director
Diaz Spinning & Knitting Mills Limited Managing Director
Diaz Hotel & Resorts Proprietor
Baxter Brenton Managing Director
JTC Solution Ltd Managing Director
JTC Cargo International Proprietor
Boby N Diaz Managing Director Jane Trading Corporation Limited Director
Bani Diaz Director
Jane Trading Corporation Limited Director
Diaz Spinning & Knitting Mills Limited Director
JTC Cargo International Director
JTC Solution Ltd Director
Jhonathan Brook
Diaz Director
Jane Trading Corporation Limited Director
Ekhlasur Rahman Independent Director N/A
d) Statement of if any of the Directors of the issuer are associated with the securities market in any manner. If any Director of
the Issuer Company is also a Director of any issuer of other listed securities during the last three years then dividend payment
history and market performance of that issuer;
None of the directors are related to the Security market.
Prospectus of Beka Garments and Textile Limited Page | 99
e) Any Family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s father, spouse’s mother, spouse’s
brother, spouse’s sister) among Directors and top five officers of the Company.
NAME DESIGNATION RELATIONSHIP
Micky Diaz Chairman Husband of Bani Diaz
Boby N Diaz Managing Director Son of Micky Diaz
Bani Diaz Director Wife of Micky Diaz
Jhonathan Brook Diaz Director Son of Micky Diaz
Ekhlasur Rahman Independent Director No Relationship
f) A very brief description of other businesses of the Directors.
Name Designation in BGTL Directorship/Ownership with other
companies and Position
Micky Diaz
Chairman
Jane Trading Corporation
Limited
Managing Director
Diaz Spinning & Knitting Mills
Limited
Managing Director
Diaz Hotel & Resorts Proprietor
Baxter Brenton Managing Director
JTC Solution Ltd Managing Director
JTC Cargo International Proprietor
Boby N Diaz Managing Director
Jane Trading Corporation
Limited
Director
Bani Diaz Director
Jane Trading Corporation
Limited
Director
Diaz Spinning & Knitting Mills
Limited
Director
JTC Cargo International Director
JTC Solution Ltd Director
Jhonathan Brook Diaz Director
Jane Trading Corporation
Limited
Director
Ekhlasur Rahman Independent Director N/A
g) SHORT BIO-DATA OF EACH DIRECTOR;
Micky Diaz, Chairman
Micky Diaz is the Chairman of Beka Garments and Textile Limited with over 30 years of working experience in Garment
sector. He was born in a respectable Christian family (Catholic Roman) on 23rd July, 1958. He has completed his graduation
from the Institute of Chittagong commerce college. Dynamism, leadership, commitment, sincerity, vision and farsightedness
of Micky Diaz have placed the Company in such an ideal position at the garment sector in this country.
Boby N Diaz, Managing Director
Boby N. Diaz is a young enterprising entrepreneur in Garments sector in this Country. At present, he is serving as the
Managing Director of Beka Garments and Textile Limited Boby N. Diaz was born in a respectable Christian family (Catholic
Roman) on 1st August, 1985 Son of Micky Diaz. He completed his bachelor Degree from Monash University in Malaysia.
After his graduation, he started his business career.
Bani Diaz, Director
Bani Diaz is one of the Director of the Company and she has significant contribution towards establishment and
development of Beka Garments and Textile Limited Bani Diaz was born on 27 June 1963, in a respectable Christian family
(Catholic Roman) family. She completed her Graduation Degree from National University. She has wide experience in the
overall industry. She played a pivotal role in setting up of the Company for achieving optimum level of efficiency in
productions.
Jhonathan Brook Diaz, Director
Jhonathan Brook Diaz is one of the Director of Beka Garments and Textile Limited Jhonathan Brook Diaz was born in a
respectable Christian (Catholic Roman) on 19th August, 1988 and he is Son of Micky Diaz. He had his Graduation from
California University and then he joined the Company. He has vast experience in business development, corporate
management and administration and significantly contributed in development of various ventures at home and abroad. His
far-reaching commitments, spontaneous decision making capabilities and business acumen enabled this Company to extends
its operations to new horizons.
Prospectus of Beka Garments and Textile Limited Page | 100
Ekhlasur Rahman, Independent Director
Ekhlasur Rahman is the Independent Director of Beka Garments and Textile Limited He was born in a respectable Muslim
family in 1951. He earned his LLB Degree from University of Dhaka. Previously he obtained his BA (Hons) and MA
(History) degrees from the same university. He has vast experience in garments and textile sector.
h) Loan status of the issuer, its Directors and shareholders who hold 10% or more shares in the paid-up capital of the issuer
in terms of the CIB Report of Bangladesh Bank:
Neither the Company nor any of its Directors and shareholders who holds 10% or more shares in the paid-up capital of the
Issuer is loan defaulter as per the CIB report of the Bangladesh Bank:
i) Name with the position, educational qualification, age, date of joining the Company, overall experience (in the year), previous
employment, salary paid for the financial year of the Chief Executive Officer, Managing Director, Chief Financial Officer,
Company Secretary, Advisers, Consultants and all Departmental Heads. If the Chairman, any Director or any shareholder
received any monthly salary then this information should also be included;
Particulars of Top Executives & Departmental heads of the Company:
SL.
No Name Position
Educational
Qualification Age
Date of
Joining
Overall
Experience
(in year)
Employment
History
Salary as on
30-December-
2019
1 Micky Diaz Chairman B.Com 60 08/08/2011 35 years - 750,000/-
2 Boby N Diaz Managing
Director Graduation 35 02/10/2018 15 years - 420,000/-
3 Sanjoy Roy
Chief
Financial
Officer
M.Com
(Accounting)
CA (CC), MBA
– Finance,
L.L.B
41 01/12/2012 14 Years Shahabuddin
Group 345,000/-
4 Md. Shamim
Ahamed
Company
Secretary FCA 47 01/06/2019 13 Years
CFO & CS In
Industrial &
Infrastructure
Development
Finance
Company Ltd
(IIDFC)
165,000/-
5 Md. Rayhan
Kabir
HR Admin
(Compliance) MBA 34 01/06/2019 9 Years
Elegant
Group-
Manager HR
& Compliance
210,219/-
6
Amir
Hossain
Khan
General
Manager
(Commercial)
M. A-
Accounting 67 01/09/2018 37 Years
Trust Bank
Ltd.- Head
Office
300,000/-
7 Raj
Shekhar.V
General
Manager
(Merchandisin
g &
Procurement)
Postgraduate
Diploma in
Garment
Manufacturing
Technology
45 01/05/2019 22 Years
Indochine
Textiles –
Bangladesh
750,000/-
j) Changes in the key management persons during the last three years. Any change otherwise than by way of retirement in the
normal course in the senior key management personnel particularly in charge of production, planning, finance, and marketing
during the last three years prior to the date of filing the information memorandum. If the turnover of key management
personnel is high compared to the industry, reasons should be discussed;
Below personnel was key management persons during the last three years:
Key Management Position 2019 2018 2017
Micky Diaz Chairman Continue Continue Continue
Boby N Diaz Managing Director Continue Newly Appointed -
Bani Diaz Director Continue Continue Continue
Jhonathan Brook Diaz Director Continue Newly Appointed -
Ekhlasur Rahman Independent Director Newly Appointed - -
Sanjoy Roy Chief Financial Officer Continue Continue Continue
Md. Shamim Ahamed Company Secretary Newly Appointed - -
Prospectus of Beka Garments and Textile Limited Page | 101
k) A profile of the sponsors including their names, father’s names, age, personal addresses, educational qualifications, and experiences
in the business, positions/posts held in the past, Directorship held, other ventures of each sponsor and present position;
Name Father’s Name Age Personal
Address
Educational
Qualification Experience
Position/Post BGTL Holding in
other
Venture Present Past
Micky Diaz Late. Albert Diaz 60 House
no:23
Road:42,
Gulshan-2,
Dhaka,
Banglades
h
B.Com 35 years Chairman Chairman -
Boby N Diaz Micky Diaz 35 Graduation 15 years
Managing
Director
Managing
Director -
Bani Diaz Late. German
Gomes 55
Graduation 20 years Director Director
Jhonathan
Brook Diaz Micky Diaz 30 Graduation
12 years Director Director -
l)If the present directors are not the sponsors and control of the issuer was acquired within five years immediately preceding the
date of filing prospectus details regarding the acquisition of control, date of acquisition, terms of the acquisition, consideration
paid for such acquisition etc;
SL. NO Name Acquisition of Control Date of Acquisition Terms of acquisition Consideration
Paid
1 Boby N Diaz Managing Director
10-09-2018
No terms at
acquisitions
Cash
06-10-2018 Bonus
03-06-2019 Cash
03-06-2019 Cash
26-12-2019 Bonus
2 Jhonathan Brook Diaz Director
10-09-2018 Cash
06-10-2018 Bonus
03-06-2019 Cash
03-06-2019 Cash
26-12-2019 Bonus
3 Ekhlasur Rahman Independent Director N/A N/A N/A
m)If the sponsors or directors do not have experience in the proposed line of business, the fact explaining how the proposed
activities would be carried out or managed;
The Issuer intended to issue share for the expansion of existing business and has vast experience in this sector. The Board
of Directors believes, their experience in this sector with the capability of the management shall facilitate the proposed
expansion. All the Directors have adequate knowledge to carry out this line of business.
n) Interest of the key management persons;
There is no other interest in the key management except remuneration, board meeting fees & lease rental transactions.
o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary;
Facilities whether pecuniary or non-pecuniary enjoyed by the Directors will remain unchanged during the publication period
of the Prospectus. Interest and facility are already disclosed in Executive Compensation of the Prospectus.
Sl. No. Name of the Director Position Remuneration
(Dec-19)
Board fee
(Dec-19)
Total Amount
(Dec-19)
1 Micky Diaz Chairman 750,000 10,000 760,000
2 Boby N Diaz Managing Director 420,000 10,000 430,000
3 Bani Diaz Director - 10,000 10,000
4 Jhonathan Brook Diaz Director - 6,000 6,000
5 Eklasur Rahman Independent Director - 6,000 6,000
p) Number of shares held and percentage of shareholding (pre-issue);
Sl. No Name of Directors No. of shares held Pre-IPO Shareholding
1 Micky Diaz 16,376,748 16.06%
2 Boby N Diaz 15,959,484 15.65%
3 Bani Diaz 4,895,340 4.80 %
4 Jhonathan Brook Diaz 4,895,340 4.80 %
q) Change in board of directors during the last three years;
Sl. No Name Present Status Date of Becoming Director
1 Micky Diaz Chairman 08/08/2011
2 Boby N Diaz Managing Director 02/10/2018
3 Bani Diaz Director 08/08/2011
4 Jhonathan Brook Diaz Director 02/10/2018
5 Ekhlasur Rahman Independent Director 14/10/2019
r) Director’s engagement with similar business
None of the directors of the company are engaged with similar business.
Prospectus of Beka Garments and Textile Limited Page | 102
CHAPTER –IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Prospectus of Beka Garments and Textile Limited Page | 103
CHAPTER IX: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
a. The Prospectus shall contain a description of any transaction during the last five years, or any proposed transactions
certified by the auditors, between the issuer and any of the following persons, giving the name of the persons involved in
the transaction, their relationship with the issuer, the nature of their interest in the transaction and the amount of such
interest
CERTIFICATION ON STATEMENT OF RELATED PARTY TRANSACTION OF
BEKA GARMENTS AND TEXTILE LIMITED
This is to certify that the Financial Statement of BEKA Garments And Textile Limited furnished for our audit does
not have any transaction during the last five years or any proposed transaction between the issuer and any of the
following persons.
i. Any director or sponsor or executive officer of the issuer;
ii. Any person holding 5% or more of the outstanding shares of the issuer;
iii. Any related party or connected person of any of the above persons;
Except the transactions described in the following table:
i. Directors remuneration
Name Position
Amount in (BDT)
Dec 31,2019 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15
Micky Diaz Chairman 750,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000
Boby N Diaz Managing
Director
420,000 1,213,333 - - - -
Bani Diaz
Director
- 466,667 1,680,000 1,680,000 1,680,000 1,680,000
Jhonathan
Brook Diaz
- - - - - -
Sub Total (A) 1,170,000 4,680,000 4,680,000 4,680,000 4,680,000 4,680,000
ii. Board meeting fees
Micky Diaz Chairman 10,000 12,000 12,000 12,000 12,000 12,000
Boby N Diaz
Managing
Director
10,000 8,000 -
- - -
Bani Diaz
Director
10,000 12,000 12,000 12,000 12,000 12,000
Jhonathan
Brook Diaz
6,000 6,000
- - - -
Eklasur
Rahman
Independent
Director
6,000 -
- - - -
Sub Total (B) 42,000 38,000 24,000 24,000 24,000 24,000
b. Any Transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or significantly
influenced by 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 the prospectus;
There is no transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or
significantly influenced by 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 companies 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 the prospectus except the
transaction mentioned in Section IX (a).
c. Any loans either taken or given from or to any director or any person connected with the director, clearly specifying
details of such loan in the prospectus, and if any loan has been 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, rate of interest applicable, date of loan taken,
date of maturity of loan, and present outstanding of such loan.
The Company hasn’t taken from or given any loans to any Director or any person connected with the Director.
Place: Dhaka
Shiraz Khan Basak & Co. Date: 22 January , 2020 Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 105
CHAPTER X: EXECUTIVE COMPENSATION (a) The total amount of remuneration/salary/perquisites paid to the top five salaried officers of the issuer in the last accounting
year and the name and designation of each such officer;
Sl. No. Name Designation 31-Dec-19 30-Jun-19
1 Micky Diaz Chairman 750,000 3,000,000
2 Boby N Diaz Managing Director 420,000 1,213,333
3 Bani Diaz Director - 466,667
4 Sanjoy Roy Chief Financial Officer 345,000 805,000
5 Raj Shekhar.V General Manager (Merchandising
& Procurement) 750,000
1,750,000
Total 2,265,000 7,235,000
(b) The aggregate amount of remuneration paid to all Directors and officers as a group during the last accounting year;
Sl. No. Particulars Nature of Payment 31-Dec-19 30-Jun-19
1 Directors Board Meeting Fees 42,000 38,000
2 Directors Remuneration 1,170,000 4,680,000
3 Officers and Executives Salary and Allowances 89,233,618 358,048,082
Total 90,445,618 362,766,082
(c) If any shareholder Director received any monthly salary/perquisite/benefit it must be mentioned along with the date of
approval in AGM/EGM, terms thereof and payments made during the last accounting year;
Sl.
No. Name Position
Monthly
Remuneration (Tk.)
Date of approval
in AGM
Remuneration
Paid on
31.12.2019
Payment paid
on
30.06.2019
1 Micky Diaz Chairman 250,000
30.12.2018
750,000 3,000,000
2 Boby N Diaz Managing Director 140,000 420,000 1,213,333
3 Bani Diaz Director - - 466,667
Total 390,000 1,170,000 4,680,000
(d) The board meeting attendance fees received by the Director including the Managing Director along with the date of approval
in AGM/EGM;
The board meeting attendance fees received by the Director including the Managing Director are as follows:
Sl. No. Name Position Meeting Attend
Attendance
Fees Received
(Dec-2019)
Date of
approval in
AGM 1 Micky Diaz Chairman 5 10,000
30.12.2018
2 Boby N Diaz Managing Director 5 10,000
3 Bani Diaz Director
5 10,000
4 Jhonathan Brook Diaz 3 6,000
5 Ekhlasur Rahman Independent Director 3 6,000
(e) Any contract with any director or officer providing for the payment of future compensation;
The Company has not entered into any contract with any of its Directors or Officers for any future compensation packages.
(f) If the issuer intends to substantially increase the remuneration paid to its Directors and officers in the current year, appropriate
information regarding thereto;
The Company has no plan for substantially increasing remuneration to its Directors and/or officers except for those that are
paid as an annual increment to their salaries.
(g) Any other benefit/facility provided to the above persons during the last accounting year;
No directors and officers of Beka Garments and Textile Limited received any other benefit/facility in the last
accounting year except which is disclosed above.
Prospectus of Beka Garments and Textile Limited Page | 106
CHAPTER –XI
OPTIONS GRANTED TO DIRECTORS, OFFICERS AND
EMPLOYEES
Prospectus of Beka Garments and Textile Limited Page | 107
Options Granted to Directors, Officers and Employees: 1. The following information in respect of any option held by each director, the salaried officers, and all other officers as a
group, namely: -
i. The date on which the option was granted;
ii. The exercise price of the option;
iii. The number of shares or stock covered by the option;
iv. The market price of the shares or stock on the date the option was granted;
v. The expiration date of the option;
vi. Consideration of the option.
No options have been granted by the Company to any director, officers or employees.
2. If such options are held by any person other than the directors, and the officers of the issuer company, the following
information shall be given in the prospectus, namely: -
i. The total number of shares or stock covered by all such outstanding options;
ii. The range of exercise prices;
iii. The range of expiration dates;
iv. Justification and consideration of granting such option.
No options have been granted by the Company to any director, officers or employees.
Prospectus of Beka Garments and Textile Limited Page | 108
CHAPTER–XII
TRANSACTION WITH THE DIRECTORS
AND SUBSCRIBERS TO THE MEMORANDUM
Prospectus of Beka Garments and Textile Limited Page | 109
CHAPTER XII: THE TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM:
(a) The names of the Directors and subscribers to the memorandum, the nature and amount of anything of value received or
to be received by the issuer from the above persons, or by the said persons, directly or indirectly, from the issuer during the
last five years along with the description of assets, services or other consideration received or to be received;
The Directors and subscribers to the memorandum of the association have not received any benefits except remuneration
and board meeting fees during the last five years and December 31, 2019.
i. Remuneration:
Name Position
Amount in (BDT)
31-Dec-19 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15 Micky Diaz Chairman 750,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000
Boby N Diaz Managing
Director
420,000 1,213,333 - - - -
Bani Diaz
Director
- 466,667 1,680,000 1,680,000 1,680,000 1,680,000
Jhonathan
Brook Diaz
- - - - - -
Sub Total (A) 1,170,000 4,680,000 4,680,000 4,680,000 4,680,000 4,680,000
ii. Board meeting fees
Micky Diaz Chairman 10,000 12,000 12,000 12,000 12,000 12,000
Boby N Diaz
Managing
Director
10,000 8,000 -
- - -
Bani Diaz
Director
10,000 12,000 12,000 12,000 12,000 12,000
Jhonathan Brook
Diaz
6,000 6,000
- - - -
Eklasur Rahman
Independent
Director
6,000 -
- - - -
Sub Total (B) 42,000 38,000 24,000 24,000 24,000 24,000
(b) If any assets were acquired or to be acquired from the aforesaid persons, the amount paid for such assets and the method used
to determine the price shall be mentioned in the prospectus, and if the assets were acquired by the said persons within five years
prior to transfer those to the issuer, the acquisition cost thereof paid by them.
Directors and subscribers to the memorandum have not transferred any asset to the Company. Besides, the issuer has not
received any assets or other considerations from its Directors and subscribers to the memorandum except fund against
allotment of shares.
Prospectus of Beka Garments and Textile Limited Page | 110
CHAPTER–XIII OWNERSHIP OF THE COMPANY’S SECURITIES
Prospectus of Beka Garments and Textile Limited Page | 111
CHAPTER XIII: OWNERSHIP OF THE COMPANY’S SECURITIES
a) The names, addresses, BO ID Number of all shareholders of the Company before IPO, indicating a number of securities owned and the percentage of the securities represented by such ownership,
in tabular form;
SL.
No Name of Shareholder Address Position BO IDs
Total No. of
Shares Pre-IPO (%)
1 Mr. Micky Diaz
PMP Plaza (2nd Floor), 14 Kemal Ataturk
Avenue, Banani, Dhaka-1213.
Chairman 1205590068660876 16,376,748 16.06%
2 Boby N Diaz Managing
Director 1605540067881803 15,959,484 15.65%
3 Jhonathan Brook Diaz Director 1203490062857877 4,895,340 4.80%
4 Ms. Bani Diaz Director 1205590068795841 4,895,340 4.80%
5 Aileen Rachael Pereira PMP Plaza (2nd Floor), 14 Kemal Ataturk
Avenue, Banani, Dhaka-1213. Shareholder 1205590068672484 214,433 0.21%
6 Andrea Jacob PMP Plaza (2nd Floor), 14 Kemal Ataturk
Avenue, Banani, Dhaka-1213. Shareholder 1205590068795791 120,000 0.12%
7 Abu Bakar Siddique PMP Plaza (2nd Floor), 14 Kemal Ataturk
Avenue, Banani, Dhaka-1213. Shareholder 1205590068660817 120,000 0.12%
8 Aurun Kanti Bisawas PMP Plaza (2nd Floor), 14 Kemal Ataturk
Avenue, Banani, Dhaka-1213. Shareholder 1205590068660769 120,000 0.12%
9 Md. Afzalur Rahman KA 54/1, Lichu Bagan Jhor Sahara Khilkhet,
Dhaka Shareholder 1605760062191691 657,000 0.64%
10 Md. Mahbuber Rahman 13/7, ASA Tower, Shymoli, Dhaka,
Bangladesh Shareholder 1605760055660960 7,322,655 7.18%
11 Impex Trading Company House-13, Road-05, Nikunja-01, Dhaka-
1229. Shareholder 1203510062395504 528,000 0.52%
12 Mohammad Haroon Kamal House-07, Road-02, Post-Gulshan-
1212,Dhaka Shareholder 1605760062266230 720,000 0.71%
13 Md. Shaiful Islam House-15/G, Flat-5(D), Road-07, Block-09,
Bashundhara R/A, Dhaka. Shareholder 1605760066168441 120,000 0.12%
14 Shameem Ahsan Serenity-DG, House No. CEN(e) 6, Road No-
104, Gulshan, Dhaka, Bangladesh Shareholder 1605760060638271 600,000 0.59%
15 Ahmed Tawfiqur Rahman Arnab
House: 384, Block: D, Flat: 501, Road: 10,
Akbor Road Bashundhara R/A, P.O:
Gulshan, Badda, Dhaka
Shareholder 1201960058384794 500,000 0.49%
16 T. M Jobaer Dakshinkan Roinjanpur, Kalkini, Madaripur Shareholder 1606060066302545 100,000 0.10%
17 Farjana Rahman
House: 384, Block: D, Flat: 501, Road: 10,
Akbor Road Bashundhara R/A, P.O:
Gulshan, Badda, Dhaka.
Shareholder 1201480064718872 500,000 0.49%
18 Global Shoes & Textiles Ltd. House: 127, Road: 10, Block: C, Niketon,
Gulshan, Dhaka.
Shareholder 1606060066398721 1,000,000 0.98%
Prospectus of Beka Garments and Textile Limited Page | 112
SL.
No Name of Shareholder Address Position BO IDs
Total No. of
Shares Pre-IPO (%)
19 Md. Matiur Rahman Vill: Char Bahadurpur, P.O: Sujabad - 8250,
Muladi, Barisal.
Shareholder 1606060042223806 400,000 0.39%
20 Howa Nur Begum House: 293, Senpara Parbota, P.O: Mirpur -
1216, Kafrul, Dhaka.
Shareholder 1606060054792971 100,000 0.10%
21 Nurjahan Begum 66/F, Indira Road, Tejgoan-1215 Shareholder
1606060048408481 100,000 0.10%
22 Shammi Akther Shibly 74/4, South Bashabo, Sabujbag, P.O: 1214,
Dhaka.
Shareholder 1205150047103162 750,000 0.74%
23 Md. Majibur Rahman 82/2/A-1, North Jatrabari , Dhaka-1232 Shareholder 1605760066221003 100,000 0.10%
24 S M Khurshid-Ul Alam Vill-Kabariyabari, Post-Kabariyabari-2054,
Sarishabari, Jamalpur
Shareholder 1606060066439098 50,000 0.05%
25 Md. Foysol Alam House-18, Road-15, Sector-14, Uttara,
Dhaka
Shareholder 1202020066335425 60,000 0.06%
26 Pro.Dr. Suvamoy Datta Flat No- 5A, House No-273, Road No- 1/B,
Block-B, Basundhara R/A, Dhaka-1229
Shareholder 1203490068525600 120,000 0.12%
27 Santona Dutta House# 84, Lane# 08, Block # E, Kalshi,
Pallabi, Mirpur-12
Shareholder 1204220068657781 100,000 0.10%
28 Sanjoy Roy House-84, Road No-08, Block-E, 4th Floor,
Kalsi, Mirpur
Shareholder 120422044690978 400,000 0.39%
29 Bangladesh Finance And
Investment Company Limited
BaitulHossain Building (2nd floor) 27,
DilkushaC/A, Dhaka-1000,
Shareholder 1205150002440950 612,000 0.60%
30 BD Finance Securities Ltd 64, Motijheel C/A (2nd Floor), Dhaka-1000. Shareholder 1205150043284418 312,000 0.31%
31 Anwar Ispat Ltd Baitul Hossain Building (12th floor), 27
Dilkusha C/A Dhaka-1000.
Shareholder 1205150021289581 12,000 0.01%
32 NRB Equity Management
Limited
Al -Razi Complex, Suite# G-602 & 603 (6th
Floor),166-167, Shaheed Syed Nazrul Islam
Sarani, Purana Palton, Dhaka-1000,
Shareholder 1605760062455351 1,080,000 1.06%
33 Sushil Chandra Moldol House# 38, Road# 11, Sector#13, Flat# B-
4, Uttara, Dhaka
Shareholder 1201960064949113 60,000 0.06%
34 Abul Hasan Sonali 30/A, Nazmul Villa, Shibgonj, Sylhet Shareholder 1203590062584237 240,000 0.24%
35 Chandan Roy House# 84, Lane# 08, Block # E, Kalshi,
Pallabi, Mirpur-12
Shareholder 1204220067898901 500,000 0.49%
36 Uttara Finance & Investment
Ltd
JBC Tower (6th Floor)10, Dilkusha, Dhaka-
1000, Bangladesh.
Shareholder 1204780000058758 9,600,000 9.41%
37 Md. Helal Uddin Talukder 67/2, Ppioneer Road, Kakrail, Dhaka-1219 Shareholder 1605580065386293 360,000 0.35%
38 Md. Arifijjaman Darikandi, PO-Karpara, Nawabganj,Dhaka Shareholder 1605580064132554 240,000 0.24%
39 Md. Bakiul Karim Majumder Grece Haque Apt.F-H6, 162, East Rayer
Bazar, Dhaka-1209
Shareholder 1606060067615591 120,000 0.12%
Prospectus of Beka Garments and Textile Limited Page | 113
SL.
No Name of Shareholder Address Position BO IDs
Total No. of
Shares Pre-IPO (%)
40 Md. Razaul Karim Nurul Aminer Bari, Neamat Ali Shahi Mazar,
CTG.
Shareholder 1201960066614991 120,000 0.12%
41 Md. Saifuddin Khaled Mawlana Shamsuddin House, West Katghar,
Hindu Para, 2 No. Lane, Potenga
Shareholder 1201960066219583 240,000 0.24%
42 Abdullah Al Mamun
Mabud Shwagorer Bari, Mabud Shwagorer
Road, North Potenga, East Katgor,
Chottogram
Shareholder 1201950067401645 120,000 0.12%
43 Md. Saiful Azam Dhaka. Shareholder 1201490057651051 72,000 0.07%
44 Mirza Mohammad Mamun Sadat House:1086,Road 6Nem, Avenue 8,Mirour
DOHS, Dhaka
Shareholder 1203970062251521 72,000 0.07%
45 Shah Muhammad Itteda Hasan Dhaka. Shareholder 1201770062699455 72,000 0.07%
46 Popular Life Insurance Company
Ltd.
36, Dilkusha C/A, Peoples Insurance Bhaban
(17th Floor) Dhaka -1000.
Shareholder 1201520000045409 2,400,000 2.35%
47 Ananda Jewelers 79,Chittagong Shopping Complex(1st floor),
Sholoshahar
Shareholder 1201950066116634 120,000 0.12%
48 Brothers Trading Arabpur Mor, Ward No.05, Kotwali, Khulna
Division
Shareholder 1201590060336809 300,000 0.29%
49 Abu Taiyab Mohammad
Tahmidur Rahman
House-05, Road-05, Sector-13, Uttara,
Dhaka.
Shareholder 1201560008006821 60,000 0.06%
50 Bengal Assets Holdings Ltd 191, SK Mujib Road, Nahar Manjil (1st
Floor), Agrabad, Chottogram.
Shareholder 1205950067422023 9,864,000 9.67%
51 Ashok Kumer Pandit 100, East Bashabo, Sabujbag, Dhaka Shareholder 1606060068177510 60,000 0.06%
52 Raquibul Hassan Flat#C-5, Dominno Ammiri 120/A, Monipuri
Para
Shareholder 1201950067989316 120,000 0.12%
53 Kazi Mostafizur Rahman Flat # 3A, House # 18, Road # 4, Section #
13, Uttara
Shareholder 1606060067222556 360,000 0.35%
54 Kazi Abu Taher 117/A, Rishikesh Das Road, Laxmi Bazar,
Dhaka -1000
Shareholder 1203140063401803 120,000 0.12%
55 Mohammad Fakrul Alam 58/E, Customs Officers Quarter, Banani
Raod no-02, Gulshan, Dhaka-1213
Shareholder 1205150062036961 120,000 0.12%
56 Md. Fazlul Haque Ka-31, Sarker Bari Road(1 st Floor), Nadda,
Gulshan, Dhaka
Shareholder 1606060067240634 120,000 0.12%
57 Nasrin Akter Ka-31, Sarker Bari Road(1st Floor), Nadda,
Gulshan, Dhaka
Shareholder 1201960063798191 120,000 0.12%
58 Md. Rustom Ali Howlader Ka-31, Sarkar Bari Road, Narda, Gulshan,
Dhaka-1212
Shareholder 1606060067274883 118,800 0.12%
59 Md. Rashiduzzaman Vill - Bahadurpur, PO - Sujabad, Muladi,
Barishal.
Shareholder 1205150054201081 74,400 0.07%
Prospectus of Beka Garments and Textile Limited Page | 114
SL.
No Name of Shareholder Address Position BO IDs
Total No. of
Shares Pre-IPO (%)
60 Md. Riaz Haider House-113/2,West Shawra Para, Mirpur,
Dhaka – 1216
Shareholder 1605550063654091 60,000 0.06%
61 Mamun Hossain Vill - Sreepur, Afaz Uddin Dorctor Bari, P.O
- Ramgonj, Ramgonj, Lakshmipur- 3720
Shareholder 1204120026870188 24,000 0.02%
62 Jannatun Nesa 362/B, Khilgaon Taltola, Rampura, Dhaka-
1219
Shareholder 1605070043500637 60,000 0.06%
63 Md. Nizamul Haque House -Talukdar Bari,Vill. - Sripoti Kathi,
PO - Kewra, Dist - Jhalokathi
Shareholder 1202210005096088 180,000 0.18%
64 Md. Shakhawat Hossain (Arif) House - Flat J-11, Rangs Anamika, Road-9,
Gopi Kishen Lane, Wari, Dhaka-1203
Shareholder 1205200004214150 60,000 0.06%
65 Md. Ashiqur Rahman House- 4/4, Flat – 1A, Block – C, Lalmatia,
Dhaka
Shareholder 1202610057685803 360,000 0.35%
66 Md. Abdur Razzak 390/B, S.K.Vally, Khilgaon, Dhaka Shareholder 1203390034541484 120,000 0.12%
67 Mohd. Mahbubul Alam 47, Santinagar, Palton, Dhaka-1217 Shareholder 1606060067256259 60,000 0.06%
68 Jabia Zahan 47, Shantinagar, Palton, Dhaka – 1217 Shareholder 1606060067256093 60,000 0.06%
69 Md.Shamim Hasan House-113, Road -6, Block-B,
Basundhara R/A, Dhaka Shareholder 1606060057259905 144,000 0.14%
70 Md. Hasan Imam House-62, Road-10, Merul Badda, Dhaka-
1212 Shareholder 1205590064186096 31,200 0.03%
71 Md.Ruhul Amin Mollah House-41/A, Flat-11-B, Zigatola,
Dhanmondi, Dhaka-1209 Shareholder 1203260056900702 240,000 0.24%
72 Md. Soyeb Hasan House - 28/C East Noyatola, Magbazar,
Ramna, Dhaka-1218 Shareholder 1201520043180127 126,000 0.12%
73 Sultana Parvin House-463,Road-7,Block-H,Bashundhara
R/A, Dhaka Shareholder 1203000028487590 120,000 0.12%
74 Md. Mansur Kabir House # 74, Road # 8, Section # 11, Uttara,
Dhaka-1230 Shareholder 1201960034096129 72,000 0.07%
75 Md. Arifur Rahman House - 50/D, Road - 3, Block - D,
Bashundhara R/A, Dhaka Shareholder 1605650050395823 120,000 0.12%
76 Md. Jahangir Hossain Mollah House - 50/D, Road - 3, Block - D,
Bashundhara R/A, Dhaka Shareholder 1203690058573623 240,000 0.24%
77 Siran Bin Sarwar House - 1091, Block - C, Meraz Nagor, PO -
Faridabad. KadamTali, Dhaka-1362 Shareholder 1203490064427973 60,000 0.06%
78 Md. Baktiar Uddin House-18, R-Polashpur 02, Block-D,
Polashpur, Donia, Shampur, Dhaka Shareholder 1606060067338851 60,000 0.06%
79 Md. Towhidur Rahman 887 Ibrahimpur, Kafrul, Dhaka Can’t
Dhaka-1206. Shareholder 1606060067291528 58,800 0.06%
Prospectus of Beka Garments and Textile Limited Page | 115
SL.
No Name of Shareholder Address Position BO IDs
Total No. of
Shares Pre-IPO (%)
80 Md. Didar Alam Vill & PO # Chandora, Kaliakoir, Gazipur-
1751 Shareholder 1204780064856552 60,000 0.06%
81 Abu Sadat Md Sayem Flat#A-11,House#04, Road#141, Gulshan-
1, Dhaka Shareholder 1205150032242749 600,000 0.59%
82 Md. Azharul Islam Khan 56/KA, South Mugda, Dhaka-1214 Shareholder 1204560019913705 120,000 0.12%
83 BRB Securities Limited Flat-3E, Housse-28, Road-9/A, Dhanmondi
R/A, Dhaka-1209 Shareholder 1203910038355843 1,200,000 1.18%
84 Marjahan Akter 18,Joynagar Lane No. 1, Chawkbazar,
Chittagong Shareholder 1601880032945622 240,000 0.24%
85 Bikrampur Potato Flackes
Industries Ltd. 51, Central Road, Dhanmondi, Dhaka-1205 Shareholder 1606060066336438 1,956,000 1.92%
86 Md. Jahirul Islam Jewel Flat no : Padma 02, Bondhon Tower 01,
31/17, Middle Pickpara, Mirpur, Dhaka-1000 Shareholder 1205950068167374 120,000 0.12%
87 Chittagong Pasticides &
Fisheries Ltd
Sayedia Mansion (2nd Floor), Mugultoly,
P.O-Bandar-100, Agrabad, Chittgang Shareholder 1205950068190580 3,831,800 3.76%
88 Kajal saha 195/2/2, Tejkunipara, 4th Floor, Tejgaon,
Dhaka-1215 Shareholder 1203490067951385 132,000 0.13%
89 Mohammad Atiqul Alam House # F 2/3, 5th Floor, CDA Residencial
AreaRoad # 25/1, Bandar, Chittagong Shareholder 1202590065496813 180,000 0.18%
90 Alak Chandra Sarkar Flat-E-4, Sky View Kakoli, 23 Siddeshwari
Road, Dhaka-1217 Shareholder 1203010063067778 180,000 0.18%
91 Rabindra Nath Sarker House # 5, Road # 5, Kaderabad Housing
Mohammadpur, Dhaka Shareholder 1204480067268488 180,000 0.18%
92 Md. Saiful Islam A #4, H# 15/1, R#14, Gulshan-1 Shareholder 1203490068009921 240,000 0.24%
93 Md. Shafiqur Rahman House # 287/4, Apt # A4, Road # 07,
Cantonment Bazar, Dhaka Cantonment, Dhaka Shareholder 1203490062153110 120,000 0.12%
94 Shamima Nasir A #4, H# 15/1, R#14, Gulshan-1 Shareholder 1203490068011029 120,000 0.12%
95 Mallik Rowshan Alam 972, Shewrapara, Mirpur, Dhaka-1216 Shareholder 1205720059191527 60,000 0.06%
96 Farhana Parvin 972, Shewrapara, Mirpur, Dhaka-1216 Shareholder 1205720000326401 60,000 0.06%
97 A.K.M Ehsanullah 88, Kowlar, Post # Khilkhet, PS #
Dakkinkhan , Dhaka-1229 Shareholder 1205720068067338 36,000 0.04%
98 Md. Rakibul Hasan Jiban Bima Bhaban ( GR Floor), 10,
Dilkusha, Dhaka Shareholder 1605640068134724 60,000 0.06%
99 Md. Sadeq-uz-zaman Jhouse # 17, Road # 1, Section # b11,
Uttara, Dhaka Shareholder 1201950062988611 60,000 0.06%
100 Md. Sanirul Islam Road # 03, House # 50 (B+C), Block # D,
Basundhara Shareholder 1203690067357356 120,000 0.12%
Prospectus of Beka Garments and Textile Limited Page | 116
SL.
No Name of Shareholder Address Position BO IDs
Total No. of
Shares Pre-IPO (%)
101 Ruma Sarker Flat # 4B, House # 02, Chamelibag,
Shantinagar, Dhaka Shareholder 1205150066499024 120,000 0.12%
102 Mohammad Asraful Alam 29/B, Uttar Kamalapur, Motijheel, Dhaka Shareholder 1202590063170065 120,000 0.12%
103 Juran Chandra Bhowmik House # 362, RD No # 5, Ave #4, Mirpur
DOHS, Dhaka Shareholder 1605580067714647 600,000 0.59%
104 Mir Md. Zainul Abedin Shibly Zia Villa, 63/1 West Dhanmondi, Sankar,
Dhaka-1207 Shareholder 1205150055150387 100,000 0.10%
105 Md. Shamsul Haque House-50, Road-1, Sector-9, Uttara, Dhaka Shareholder 1201690000776633 100,000 0.10%
106 Monzurul Kabir 588,Town Kalikapur,Mazgrame Sarak Shareholder 1205590068607775 50,000 0.05%
107 SK Trims & Industries Ltd. 45, Madrasha Road, 111/33, Tilargati, Tongi,
Gazipur-1712.
Shareholder 1606060066341566 1,200,000 1.18%
108 Salma House:301/1,Shajahanpur, Shantinagar-
1217.
Shareholder 1203110068810231 500,000 0.49%
109 Md. Alamgir Hossain Flat-B-7, Firoza Rose, 12 Eskaton , Dhaka-
1000.
Shareholder 1201520058015599 1,360,000 1.33%
110 Shaheda Aktar 503 & 512, Agrabad Access Road,
Chittagong.
Shareholder 1204950051567078 550,000 0.54%
111 Helen Rahman House: 13/7/KA, Road:02, Shymoli, Dhaka Shareholder 1605760068903299 400,000 0.39%
112 Momena Ferdous Al-Kawser Printers, 167, Motijheel. Shareholder 1204220063911298 100,000 0.10%
113 Md. Shahriar Hasan C/O Mowlana Shamsudins House, North
Patenga, Khatgor, Ctg- 4204
Shareholder 1201950062692511 50,000 0.05%
114 A.K.M Monir Ahamed 45/1 R.K. Mission Road, Gupibag. Shareholder 1202550068829966 100,000 0.10%
Total 102,000,000 100.00%
(b) There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number, numbers of shares held including percentage, position held in other companies of all the
Directors before the public issue:
Prospectus of Beka Garments and Textile Limited Page | 117
Sl. No Name Address
Age
Year
Experience
Year
BO ID TIN No No of Share
Holding
Pre- IPO
Shares
Holding %
Directorship/Ownership with other
companies position
Other
organization Position
1 Micky Diaz
PMP Plaza
(2ndFloor), 14
Kemal Ataturk
Avenue, Banani,
Dhaka-1213.
60 35 1205590068660876 347380165846
16,376,748
16.06%
Jane Trading
Corporation
Limited
Managing
Director
Diaz Spinning
& Knitting
Mills Limited
Managing
Director
Diaz Hotel &
Resorts
Proprietor
Baxter
Brenton
Managing
Director
JTC Solution
Ltd
Managing
Director
JTC Cargo
International
Proprietor
2 Boby N Diaz 35 15 1605540067881830 553131989510
15,959,484
15.65%
Diaz Spinning
& Knitting
Mills Limited
Director
JTC Cargo
International
Director
JTC Solution
Ltd
Director
3 Bani Diaz 55 20 1205590068795841 898258232046
4,895,340 4.80%
Jane Trading
Corporation
Limited
Director
4 Jhonathan
Brook Diaz 30 12 1203490062857877 315630612705
4,895,340 4.80%
Jane Trading
Corporation
Limited
Director
(c) THE AVERAGE COST OF ACQUISITION OF EQUITY SHARES BY THE DIRECTORS CERTIFIED BY THE AUDITORS;
TO WHOM IT MAY CONCERN
Prospectus of Beka Garments and Textile Limited Page | 118
This is to certify that all the shares of Beka Garments and Textile Limited have been allotted in face value & in cash/bonus and the average cost of acquisition of equity by the Directors is Tk.
10.00 each. Necessary particulars of shareholdings, allotment date, and consideration are given below:
Date of Allotment Nature of Transaction
Name of Director
Consideration Face value of
Share (Tk.) Micky Diaz Boby N Diaz Ms. Bani Diaz Jhonathan
Brook Diaz
07-10-2010 By Allotment 336,000 - 4,000 - Cash 10.00
10-09-2018 By Allotment 425,000 358,950 101,000 105,000 Cash 10.00
06-10-2018 By Allotment 761,000 358,950 105,000 105,000 Bonus 10.00
03-06-2019 By Allotment 4,925,290 4,681,570 1,369,450 1,369,450 Cash 10.00
03-06-2019 By Allotment 9,200,000 7,900,100 2,500,000 2,500,000 Cash 10.00
26-12-2019 By Allotment 2,729,458 2,659,914 815,890 815,890 Bonus 10.00
14-08-2019 By Allotment (2,000,000) - - - Transfer 10.00
Total Number of Shares 16,376,748 15,959,484 4,895,340 4,895,340 The company split its share from Tk. 100 to Tk. 10 on October 23, 2018
(d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors/ Directors. In this connection, a statement to be included: -
Micky Diaz, Chairman
Date of Allotment Consideration Nature of
issue
No of Equity
shares
Face
value
Issue
Price
Cumulative no. of
Equity shares
% pre-issue paid
up capital
% Post issue paid
up capital
Sources of
fund
(MOA) 07-10-2010 Cash
Ordinary
Share
336,000 10 10 336,000
16.06% 11.95`% Own Source
10-09-2018 Cash 425,000 10 10 761,000
06-10-2018 Bonus 761,000 10 10 1,522,000
03-06-2019 Cash 9,200,000 10 10 10,722,000
03-06-2019 Cash 4,925,290 10 10 15,647,290
26-12-2019 Bonus 2,729,458 10 10 18,776,748
14-08-2019 Transfer (2,000,000) 10 10 16,376,748
Boby N Diaz, Managing Director
Date of Allotment Consideration Nature of
issue
No of Equity
shares
Face
value
Issue
Price
Cumulative no. of
Equity shares
% pre-issue paid-
up capital
% Post issue paid
up capital
Sources of
fund
10-09-2018 Cash
Ordinary
Share
358,950 10 10 358,950
15.65% 11.24% Own Source 06-10-2018 Bonus 358,950 10 10 717,900
03-06-2019 Cash 7,900,100 10 10 8,618,000
03-06-2019 Cash 4,681,570 10 10 13,299,570
Date: 27 January, 2020
Place: Dhaka
Shiraz Khan Basak & Co.
Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 119
26-12-2019 Bonus 2,659,914 10 10 15,959,484
Bani Diaz, Director
Date of Allotment Consideration Nature of
issue
No of Equity
shares
Face
value
Issue
Price
Cumulative no. of
Equity shares
% pre-issue paid-
up capital
% Post issue paid
up capital
Sources of
fund
(MOA) 07-10-2010 Cash
Ordinary
Share
4,000 10 10 4,000
4.80% 3.45% Own Source
10-09-2018 Cash 101,000 10 10 105,000
06-10-2018 Bonus 105,000 10 10 210,000
03-06-2019 Cash 2,500,000 10 10 2,710,000
03-06-2019 Cash 1,369,450 10 10 4,079,450
26-12-2019 Bonus 815,890 10 10 4,895,340
Johnathan Brook Diaz, Director
Date of Allotment Consideration Nature of
issue
No of Equity
shares
Face
value
Issue
Price
Cumulative no. of
Equity shares
% pre-issue paid-
up capital
% Post issue paid
up capital
Sources of
fund
10-09-2018 Cash
Ordinary
Share
105,000 10 10 105,000
4.80% 3.45% Own Source
06-10-2018 Bonus 105,000 10 10 210,000
03-06-2019 Cash 2,500,000 10 10 2,710,000
03-06-2019 Cash 1,369,450 10 10 4,079,450
26-12-2019 Bonus 815,890 10 10 4,895,340
** Face value of Share on the above table was considered as tk. 10.00 for better presentation
(e) Detail of shares issued by the Company at a price lower than the issue price;
All the shares are issued by the Company at face value of Tk. 10.00 before this issue.
(f) History of significant (5% or more) changes in ownership of securities from inception;
There is no history of significant (5% or more) changes in ownership of securities from inception. Beneficial owners holding shares 5% or more as mentioned below:
Date of Allotment/Transfer Micky Diaz Boby N Diaz Bengal Assets Holdings Ltd Uttara Finance & Investment Ltd
Percentage 16.06% 15.65% 9.67% 9.41%
From incorporation (MOA) 336,000 - - -
10-09-2018 (By Allotment) 425,000 358,950 - -
06-10-2018 (By Allotment) 761,000 358,950 -
03-06-2019 (By Allotment) 9,200,000 7,900,100 1,500,000 750,000
03-06-2019 (By Allotment) 4,925,290 4,681,570 5,000,000 -
26-12-2019 (By Allotment) 2,729,458 2,659,914 1,644,000 1600000
14-08-2019 (By Transfer) (2,000,000) - 1,720,000 7,250,000
Total 16,376,748 15,959,484 9,864,000 9,600,000
The company split its share from Tk. 100 to Tk. 10 on October 23, 2018
Prospectus of Beka Garments and Textile Limited Page | 121
CHAPTER XIV: CORPORATE GOVERNANCE
(a) A disclosure to the effect that the issuer has complied with the requirements of Corporate Governance Guidelines of the
Commission;
MANAGEMENT DISCLOSURE REGARDING COMPLIANCE WITH THE REQUIREMENTS OF
CORPORATE GOVERNANCE CODE OF
BANGLADESH SECURITIES AND EXCHANGE COMMISSION
The Company declares that it has been complied with the requirements of the applicable regulations of Corporate
Governance Guidelines of Bangladesh Securities and Exchange Commission (BSEC) and accordingly constitutes several
committees under the board for good governance. A certificate of compliance from competent authority has been
incorporated accordingly.
Sd/-
Boby N Diaz
Managing Director
Beka Garments and Textile Limited
(b) A Compliance report of Corporate Governance requirements certified by Competent authority;
Annexure-B
[Certificate as per condition No. 1(5) (xxvii)]
REPORT TO THE SHAREHOLDERS OF BEKA GARMENTS AND TEXTILE LIMITED COMPLIANCE ON THE
CORPORATE GOVERNANCE CODE
[As per required under the Bangladesh Securities Exchange Commission (BSEC) Guideline]
We have examined the compliance status to the Corporate Governance Code by BEKA Garments and Textile Limited for
the period ended 31 December, 2019. This Code relates to Notification No. BSEC/CMRRCD/2006-158/207/admin/80 Dated
on 03 June 2018 of the Bangladesh Securities and Exchange Commission.
Such compliance with the Corporate Governance Code is the responsibility of the BEKA Garments and Textile Limited. Our
examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring
compliance with the conditions of the Corporate Governance Code.
This is a scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance
Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered
Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate
Governance Code.
We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and
verification thereof, we report that, in our opinion:
(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above-mentioned
Corporate Governance Code issued by the Commission;
(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by
the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;
(c) Proper books and records have been kept by the required under the Companies Act, 1994, the securities laws and other
relevant laws; and
(d) The Governance of the company is satisfactory.
Dated: 29 January, 2020
Place: Dhaka
Prospectus of Beka Garments and Textile Limited Page | 122
STATUS OF COMPLIANCE REPORT ON CORPORATE GOVERNANCE
BEKA GARMENTS AND TEXTILE LIMITED
Status of Compliance with the Corporate Governance Guideline (CGC)
Status of compliance with the conditions imposed by the Commission’s Notification No. BSEC/CMRRCD/2006-
158/207/Admin/80 dated 3 June 2018 issued under section 2CC of the Securities and Exchange Ordinance, 1969:
(Report under Condition No.9)
Condition No. Title Complied Not
Complied Remarks (IF ANY)
1 Board of Directors
1(1) Size of the Board of Directors
The total number of members of a company’s
Board of Directors (hereinafter referred to as
“Board”) shall not be less than 5 (five) and more
than 20 (twenty).
√
1(2)
Independent Directors
All companies shall have effective representation of
independent directors on their Boards, so that the
Board, as a group, includes core competencies
considered relevant in the context of each
company; for this purpose, the companies shall
comply with the following:-
1(2)(a)
At least one fifth (1/5) of the total number of
directors in the Company’s board shall be
independent director(s);
√
Including 01 (one)
independent directors
total numbers of
directors in the board is
05 (Five)
1(2)(b) For the purpose of this clause 'independent director'
means a director-
1(2)(b)(i)
Who either does not hold any share in the
Company or holds less than one percent (1%)
shares of the total paid-up shares of the Company;
√
1(2)(b)(ii)
who is not a sponsor of the Company or is not
connected with the Company's any sponsor or
director or nominated director or shareholder of the
Company or any of its associates, sister concerns,
subsidiaries and parents or holding entities who
hold one percent (1%) or more shares of the total
paid-up shares of the Company on the basis of
family relationship and his or her family members
shall not hold above-mentioned shares in the
Company;
√
1(2)(b)(iii) who has not been an executive of the Company in
immediately preceding 2 (two) financial years; √
1(2)(b)(iv)
who does not have any other relationship, whether
pecuniary or otherwise, with the Company or its
subsidiary or associated companies;
√
1(2)(b)(v)
who is not a member or TREC (Trading Right
Entitlement Certificate) holder, director or officer
of any stock exchange;
√
1(2)(b)(vi)
who is not a shareholder, director excepting
independent director or officer of any member or
TREC holder of the stock exchange or an
intermediary of the capital market;
√
1(2)(b)(vii)
who is not a partner or an executive or was not a
partner or an executive during the preceding 3
(three) years of the concerned Company’s statutory
audit firm or audit firm engaged in internal audit
services or audit firm conducting a special audit or
professional certifying compliance of this Code;
√
1(2)(b)(viii) who is not an independent director in more than 5
(five) listed companies; √
Prospectus of Beka Garments and Textile Limited Page | 123
1(2)(b)(ix)
who has not been convicted by a court of competent
jurisdiction as a defaulter in payment of any loan
or any advance to a bank or a Non-Bank Financial
Institution (NBFI);
√
1(2)(b)(x) who has not been convicted for a criminal offense
involving moral turpitude; √
1(2)(c)
The independent director(s) shall be appointed by
the Board and approved by the shareholders in the
Annual General Meeting (AGM);
√
Independent Directors
has been appointed by
the board of Directors on
25-08-2019 and
approved in the next
AGM
1(2)(d) The post of independent director(s) cannot remain
vacant for more than 90 (ninety) days; √
1(2)(e)
The tenure of office of an independent director shall
be for a period of 3 (three) years, which may be
extended for 1 (one) tenure only.
√
Provided that a former independent director may be
considered for reappointment for another tenure
after a time gap of one tenure , i.e., three years from
his or her completion of consecutive two tenures [ i.e.
six years ]
Provided further that the independent director shall
not be subject to retirement by rotation as per the
,(Company Act, 1994)
1(3) Qualification of Independent Director
1(3)(a)
Independent Director shall be a knowledgeable
individual with integrity who is able to ensure
compliance with financial laws, regulatory
requirements and corporate laws and can make
meaningful contribution to business;
√
1(3)(b) Independent Director shall have the following
qualifications
1(3)(b)(i)
Business leader who is or was a promoter or director
of an unlisted Company having minimum paid up
capital of Tk. 100.00 million or any listed Company
or a member of any national or international
chamber of commerce or business association; or
- - N/A
1(3)(b)(ii)
Corporate leader who is or was a top-level executive
not lower than Chief Executive Officer or Managing
Director or Deputy Managing Director or Chief
Financial Officer or Head of Finance or Accounts
or Company Secretary or Head of Internal Audit
and Compliance or Head of Legal Service or a
candidate with equivalent position of an unlisted
Company having minimum paid up capital of Tk.
100.00 million or of a listed Company; or
- - -
1(3)(b)(iii)
Former official of government or statutory or
autonomous or regulatory body in the position not
below 5th Grade of the national pay scale, who has
at least educational background of bachelor degree
in economics or commerce or business or law; or
- - -
1(3)(b)(iv)
University Teacher who has an educational
background in Economics or Commerce or Business
Studies or Law; or
- - -
1(3)(b)(v)
Professional who is or was an advocate practicing
at least in the High Court Division of Bangladesh
Supreme Court or a Chartered Accountant or Cost
and Management Accountant or Chartered
Financial Analyst or Chartered Certified
Accountant or Certified Public Accountant or
√ - N/A
Prospectus of Beka Garments and Textile Limited Page | 124
Chartered Management Accountant or Chartered
Secretary or equivalent qualification;
1(3)(c)
The independent director shall have at least 10
(ten) years of experiences in any field mentioned in
clause (b);
- - -
1(3)(d)
In special cases, the above qualifications or
experiences may be relaxed subject to prior
approval of the Commission;
- - -
1(4) Duality of Chairperson of the Board of Directors
and Managing Director or Chief Executive Officer
1(4)(a)
The positions of the Chairperson of the Board and
the Managing Director (MD) and/ or Chief
Executive Officer (CEO) of the Company shall be
filled by different individuals;
√
1(4)(b)
The Managing Director (MD) and/ or Chief
Executive Officer (CEO) of a listed Company shall
not hold the same position in another listed
Company;
√
1(4)(c)
The Chairperson of the Board shall be elected from
among the non-executive directors of the
Company;
√
1(4)(d)
The Board shall clearly define the respective roles
and responsibilities of the chairperson and the
Managing Director and/ or Chief Executive Officer;
√
1(4)(e)
In the absence of the chairperson of the Board, the
remaining members may elect one of themselves
from non-executive directors as Chairperson for
that particular Board’s meeting; the reason of
absence of the regular Chairperson shall be duly
recorded in the minutes.
√
1(5) The Directors’ Report to Shareholders:
The Board of the Company shall include the
following additional statements or disclosures in
the Directors’ Report prepared under section 184 of
the Companies Act, 1994 (Act No. XVIII of 1994):-
1(5)(i) An industry outlook and possible future
developments in the industry; √
1(5)(ii) The Segment-wise or product-wise performance; √
1(5)(iii)
Risks and concerns including internal and external
risk factors, a threat to sustainability and negative
impact on the environment, if any;
√
1(5)(iv) A discussion on Cost of Goods Sold, Gross Profit
Margin and Net Profit Margin, where applicable; √
1(5)(v) A discussion on the continuity of any extraordinary
activities and their implications (gain or loss); √ No such issue arose
1(5)(vi)
A detailed discussion on related party transactions
along with a statement showing amount, nature of
related party, nature of transactions and basis of
transactions of all related party transactions;
√
Presented in Financial
Statements
1(5)(vii)
A statement of the utilization of proceeds raised
through public issues, rights issues and/or any
other instruments;
√ No such issue arose
1(5)(viii)
An explanation if the financial results deteriorate
after the Company goes for Initial Public Offering
(IPO), Repeat Public Offering (RPO), Rights
Share Offer, Direct Listing, etc;
No such issue arose
1(5)(ix)
An explanation of any significant variance that
occurs between Quarterly Financial performance
and Annual Financial statements;
No such matter to
explain
1(5)(x) A statement of remuneration paid to the directors
including independent directors √
Prospectus of Beka Garments and Textile Limited Page | 125
1(5)(xi)
The financial statements prepared by the
management of the issuer Company present fairly
its state of affairs, the result of its operations, cash
flows and changes in equity;
√
1(5)(xii) A statement that proper books of account of the
issuer Company have been maintained; √
1(5)(xiii)
A statement that appropriate accounting policies
have been consistently applied in the preparation
of the financial statements and that the accounting
estimates are based on reasonable and prudent
judgment;
√
1(5)(xiv)
A statement that International Accounting
Standards (IAS) or International Financial
Reporting Standards (IFRS), as applicable in
Bangladesh, have been followed in the preparation
of the financial statements and any departure there
from has been adequately disclosed;
√
1(5)(xv)
A statement that the system of internal control is
sound in design and has been effectively
implemented and monitored;
√
1(5)(xvi)
A statement that minority shareholders have been
protected from abusive actions by, or in the
interest of, controlling shareholders acting either
directly or indirectly and have effective means of
redress;
√
1(5)(xvii)
A statement that there is no significant doubt upon
the issuer Company’s ability to continue as a going
concern, if the issuer Company is not considered to
be a going concern, the fact along with reasons
there of shall be disclosed;
√
1(5)(xviii)
An explanation that significant deviations from
the last year’s operating results of the issuer
Company shall be highlighted and the reasons
thereof shall be explained;
√ No such matter to
explain
1(5)(xix) Key operating and financial data of at least
preceding 5 (five) years shall be summarized; √
1(5)(xx)
An explanation of the reasons if the issuer
Company has not declared dividend (cash or stock)
for the year;
No such issue arose
1(5)(xxi)
Board’s statement to the effect that no bonus share
or stock dividend has been or shall be declared as
an interim dividend;
√
1(5)(xxii) The total number of Board meetings held during
the year and attendance by each director; √
1(5)(xxiii)
A report on the pattern of shareholding disclosing
the aggregate number of shares (along with name-
wise details where stated below) held by: -
√
1(5)(xxiii)(a) Parent or Subsidiary or Associated Companies and
other related parties (name-wise details); - - N/A
1(5)(xxiii)(b)
Directors, Chief Executive Officer, Company
Secretary, Chief Financial Officer, Head of Internal
Audit and Compliance and their spouses and minor
children (name-wise details);
√
1(5)(xxiii)(c) Executives; and √
1(5)(xxiii)(d)
Shareholders holding ten percent (10%) or more
voting interest in the Company (name-wise
details);
√
1(5)(xxiv)
In case of the appointment or reappointment of a
director, a disclosure on the following information
to the shareholders: -
- - -
1(5)(xxiv)(a) a brief resume of the director √
Prospectus of Beka Garments and Textile Limited Page | 126
1(5)(xxiv)(b)
nature of his or her expertise in specific functional
areas; and √
1(5)(xxiv)(c)
names of companies in which the person also holds
the directorship and the membership of committees
of the Board;
√
1(5)(xxv)
A Management’s Discussion and Analysis signed
by CEO or MD presenting a detailed analysis of the
Company’s position and operations along with a
brief discussion of changes in the financial
statements, among others, focusing on:
-
- -
1(5)(xxv)(a) accounting policies and estimation for preparation
of financial statements; √
1(5)(xxv)(b)
changes in accounting policies and estimation, if
any, clearly describing the effect on financial
performance or results and financial position as well
as cash flows in the absolute figure for such changes;
√
1(5)(xxv)(c)
comparative analysis (including effects of inflation)
of financial performance or results and financial
position as well as cash flows for the current
financial year with immediately preceding five
years explaining reasons thereof;
√
1(5)(xxv)(d)
Compare such financial performance or results and
financial position as well as cash flows with the peer
industry scenario;
√
1(5)(xxv)(e) briefly explain the financial and economic scenario
of the country and the globe; √
1(5)(xxv)(f)
risks and concerns issues related to the financial
statements, explaining such risk and concerns
mitigation plan of the Company; and
√
1(5)(xxv)(g)
future plan or projection or forecast for the
Company’s operation, performance and financial
position, with justification thereof, i.e., the actual
position shall be explained to the shareholders in
the next AGM;
√
1(5)(xxvi)
Declaration or certification by the CEO and the
CFO to the Board as required under condition No.
3(3) shall be disclosed as per Annexure-A; and
√
1(5)(xxvii)
The report as well as certificate regarding the
compliance of conditions of this Code as required
under condition No. 9 shall be disclosed as per
Annexure-B and Annexure-C.
√
1(6) Meetings of the Board of Directors:
The Company shall conduct its Board meetings and
record the minutes of the meetings as well as keep
required books and records in line with the
provisions of the relevant Bangladesh Secretarial
Standards (BSS) as adopted by the Institute of
Chartered Secretaries of Bangladesh (ICSB) in so
far as those standards are not inconsistent with any
condition of this Code.
√
1(7) Code of Conduct for the Chairperson, other Board
members and Chief Executive Officer
1(7)(a)
The Board shall lay down a code of conduct, based
on the recommendation of the Nomination and
Remuneration Committee (NRC) at condition No.
6, for the Chairperson of the Board, other board
members and Chief Executive Officer of the
Company;
√
1(7)(b)
The code of conduct as determined by the NRC
shall be posted on the website of the Company
including, among others, prudent conduct and
behavior; confidentiality; conflict of interest;
√
Prospectus of Beka Garments and Textile Limited Page | 127
compliance with laws, rules and regulations;
prohibition of insider trading; relationship with the
environment, employees, customers and suppliers;
and independence.
2 Governance of the Board of Directors of Subsidiary
Company
The company has no
any subsidiary
company.
2(a)
Provisions relating to the composition of the Board
of the holding Company shall be made applicable
to the composition of the Board of the subsidiary
Company;
- - N/A
2(b)
At least 1 (one) independent director on the Board
of the holding Company shall be a director on the
Board of the subsidiary Company;
- - N/A
2(c)
The minutes of the Board meeting of the subsidiary
Company shall be placed for review at the following
Board meeting of the holding Company;
- - N/A
2(d)
The minutes of the respective Board meeting of the
holding Company shall state that they have
reviewed the affairs of the subsidiary Company
also;
- - N/A
2(e)
The Audit Committee of the holding Company
shall also review the financial statements, in
particular the investments made by the subsidiary
Company.
- - N/A
3
Managing Director (MD) or Chief Executive Officer
(CEO), Chief Financial Officer (CFO), Head of
Internal Audit and Compliance (HIAC) and Company
Secretary (CS)
3(1) Appointment
3(1)(a)
The Board shall appoint a Managing Director (MD)
or Chief Executive Officer (CEO), a Company
Secretary (CS), a Chief Financial Officer (CFO) and
a Head of Internal Audit and Compliance (HIAC);
√
3(1)(b)
The positions of the managing Director (MD) or
Chief Executive Officer (CEO), Company Secretary
(CS), Chief Financial Officer (CFO) and Head of
Internal Audit and Compliance (HIAC) shall be
filled by different individuals;
√
3(1)(c)
The MD or CEO, CS, CFO and HIAC of a listed
Company shall not hold any executive position in
any other Company at the same time;
√
3(1)(d)
The Board shall clearly define respective roles,
responsibilities and duties of the CFO, the HIAC
and the CS;
√
3(1)(e)
The MD or CEO, CS, CFO and HIAC shall not be
removed from their position without approval of the
Board as well as immediate dissemination to the
Commission and stock exchange(s).
√
3(2) Requirement to attend Board of Directors’ Meetings:
The MD or CEO, CS, CFO and HIAC of the
Company shall attend the meetings of the Board:
√ Provided that the CS, CFO and/or the HIAC shall
not attend such part of meetings of the Board which
involves consideration of an agenda item relating to
their personal matter.
3(3)
Duties of Managing Director (MD) or Chief
Executive Officer (CEO) and Chief Financial Officer
(CFO)
3(3)(a) The MD or CEO and CFO shall certify to the Board
that they have reviewed financial statements for -
-
Prospectus of Beka Garments and Textile Limited Page | 128
the year and that to the best of their knowledge and
belief:
3(3)(a)(i)
These statements do not contain any materially
untrue statement or omit any material fact or
contain statements that might be misleading; and
√
3(3)(a)(ii)
These statements together present a true and fair
view of the Company’s affairs and are in compliance
with existing accounting standards and applicable
laws;
√
3(3)(b)
The MD or CEO and CFO shall also certify that
there are, to the best of knowledge and belief, no
transactions entered into by the Company during
the year which is fraudulent, illegal or in violation
of the code of conduct for the Company’s Board or
its members
√
3(3) (c) The certification of the MD or CEO and CFO shall
be disclosed in the Annual Report. √
4
Board of Directors’ Committee:- For ensuring good
governance in the Company, the Board shall have
at least following subcommittees:
4(i) Audit Committee ; and √
4(ii) Nomination and Remuneration Committee √
5 Audit Committee
5(1) Responsibility to the Board of Directors
5(1)(a) The Company shall have an Audit Committee as a
sub-committee of the Board; √
5(1)(b)
The Audit Committee shall assist the Board in
ensuring that the financial statements reflect true
and fair view of the state of affairs of the Company
and in ensuring a good monitoring system within
the business;
√
5(1)(c)
The Audit Committee shall be responsible to the
Board; the duties of the Audit Committee shall be
clearly set forth in writing.
√
5(2) Constitution of the Audit Committee
5(2)(a) The Audit Committee shall be composed of at least
3 (three) members; √
5(2)(b)
The Board shall appoint members of the Audit
Committee who shall be non-executive directors of
the Company excepting Chairperson of the Board
and shall include at least 1 (one) independent
director;
√
5(2)(c)
All members of the audit committee should be
“financially literate” and at least 1 (one) member
shall have accounting or related financial
management background and 10 (ten) years of such
experience;
√
5(2)(d)
When the term of service of any Committee member
expires or there is any circumstance causing any
Committee member to be unable to hold office
before expiration of the term of service, thus
making the number of the Committee members to
be lower than the prescribed number of 3 (three)
persons, the Board shall appoint the new
Committee member to fill up the vacancy
immediately or not later than 1 (one) month from
the date of vacancy in the Committee to ensure
continuity of the performance of work of the Audit
Committee;
No such matter to
explain
5(2)(e) The Company secretary shall act as the secretary of
the Committee; √
Prospectus of Beka Garments and Textile Limited Page | 129
5(2)(f)
The quorum of the Audit Committee meeting shall
not constitute without at least 1 (one) independent
director.
√
5(3) Chairperson of the Audit Committee
5(3)(a)
The Board shall select 1 (one) member of the Audit
Committee to be Chairperson of the Audit
Committee, who shall be an independent director;
√
5(3)(b)
In the absence of the Chairperson of the Audit
Committee, the remaining members may elect one
of themselves as Chairperson for that particular
meeting, in that case there shall be no problem of
constituting a quorum as required under condition
No. 5(4)(b) and the reason of absence of the regular
Chairperson shall be duly recorded in the minutes.
No such Incident arose
5(3)(c)
Chairperson of the Audit Committee shall remain
present in the Annual General Meeting (AGM);
√
Will attend in
upcoming AGM
Provided that in absence of Chairperson of the Audit
Committee any other member from the Audit
Committee shall be selected to be present in the
annual general meeting (AGM) and the reason for
the absence of the Chairperson of the audit
committee shall be recorded in the minutes of the
AGM.
5(4) Meeting of the Audit Committee
5(4)(a) The Audit Committee shall conduct at least its four
meetings in a financial year √
5(4)(b)
The quorum of the meeting of the Audit Committee
shall be constituted in presence of either two
members or two third of the members of the Audit
Committee, whichever is higher, where the
presence of an independent director is a must.
√
5(5) Role of Audit Committee: The Audit Committee
shall: -
5(5)(a) Oversee the financial reporting process; √
5(5)(b) monitor choice of accounting policies and
principles; √
5(5)(c)
monitor the Internal Audit and Compliance
process to ensure that it is adequately resourced,
including approval of the Internal Audit and
Compliance Plan and review of the Internal Audit
and Compliance Report;
√
5(5)(d) oversee the hiring and performance of external
auditors; √
5(5)(e)
hold a meeting with the external or statutory
auditors for review of the annual financial
statements before submission to the Board for
approval or adoption;
√
5(5)(f)
review along with the management, the annual
financial statements before submission to the
Board for approval;
√
5(5)(g)
review along with the management, the quarterly
and half-yearly financial statements before
submission to the Board for approval;
√
5(5)(h) review the adequacy of internal audit function; √
5(5)(i) review the Management’s Discussion and Analysis
before disclosing in the Annual Report; √
5(5)(j) review statement of all related party transactions
submitted by the management; √
5(5)(k) review Management Letters or Letter of Internal
Control weakness issued by statutory auditors; √
5(5)(l) oversee the determination of audit fees based on
scope and magnitude, level of expertise deployed √
Prospectus of Beka Garments and Textile Limited Page | 130
and time required for effective audit and evaluate
the performance of external auditors; and
5(5)(m)
oversee whether the proceeds raised through Initial
Public Offering (IPO) or Repeat Public Offering
(RPO) or Rights Share Offer have been utilized as
per the purposes stated in relevant offer document
or prospectus approved by the Commission:
Provided that the management shall disclose to the
Audit Committee about the uses or applications of
the proceeds by major category (capital
expenditure, sales and marketing expenses,
working capital, etc.), on a quarterly basis, as a
part of their quarterly declaration of financial
results: Provided further that on an annual basis,
the company shall prepare a statement of the
proceeds utilized for the purposes other than those
stated in the offer document or prospectus for
publication in the Annual Report along with the
comments of the Audit Committee.
√
5(6) Reporting of the Audit Committee
5(6)(a) Reporting to the Board of Directors
5(6)(a)(i) The Audit Committee shall report on its activities
to the Board. √
5(6)(a)(ii) The Audit Committee shall immediately report to
the Board on the following findings, if any: -
5(6)(a)(ii)(a) report on conflicts of interests; √
5(6)(a)(ii)(b)
suspected or presumed fraud or irregularity or
material defect identified in the internal audit and
compliance process or in the financial statements;
√
5(6)(a)(ii)(c)
suspected infringement of laws, regulatory
compliances including securities-related laws, rules
and regulations;
√
5(6)(a)(ii)(d)
any other matter which the Audit Committee
deems necessary shall be disclosed to the Board
immediately;
√
5(6)(b) Reporting to the Authorities:
If the Audit Committee has reported to the Board
about anything which has material impact on the
financial condition and results of operation and has
discussed with the Board and the management that
any rectification is necessary and if the Audit
Committee finds that such rectification has been
unreasonably ignored, the Audit Committee shall
report such finding to the Commission, upon
reporting of such matters to the Board for three
times or completion of a period of 6 (six) months
from the date of first reporting to the Board,
whichever is earlier.
No such reportable
Incident arose
5(7) Reporting to the Shareholders and General
Investors:
Report on activities carried out by the Audit
Committee, including any report made to the
Board under condition No. 5(6)(a)(ii) above during
the year, shall be signed by the Chairperson of the
Audit Committee and disclosed in the annual
report of the issuer Company.
√
6 Nomination and Remuneration Committee (NRC)
6(1) Responsibility to the Board of Directors
6(1)(a)
The Company shall have a Nomination and
Remuneration Committee (NRC) as a
subcommittee of the Board;
√
Prospectus of Beka Garments and Textile Limited Page | 131
6(1)(b)
The NRC shall assist the Board in the formulation
of the nomination criteria or policy for determining
qualifications, positive attributes, experiences and
independence of directors and top-level executive
as well as a policy for the formal process of
considering remuneration of directors, top-level
executive;
√
6(1)(c)
The Terms of Reference (TOR) of the NRC shall be
clearly set forth in writing covering the areas stated
at condition No. 6(5)(b).
√
6(2) Constitution of the NRC
6(2)(a) The Committee shall comprise of at least three
members including an independent director; √
6(2)(b) All members of the Committee shall be non-
executive directors; √
6(2) (c) Members of the Committee shall be nominated and
appointed by the Board; √
6(2)(d) The Board shall have authority to remove and
appoint any member of the Committee; √
6(2)(e)
In case of death, resignation, disqualification, or
removal of any member of the Committee or in any
other cases of vacancies, the board shall fill the
vacancy within 180 (one hundred eighty) days of
occurring such vacancy in the Committee;
No such Incidence
arose
6(2)(f)
The Chairperson of the Committee may appoint or
co-opt any external expert and/or member(s) of
staff to the Committee as advisor who shall be non-
voting member, if the Chairperson feels that advice
or suggestion from such external expert and/or
member(s) of staff shall be required or valuable for
the Committee;
No such Incidence
arose
6(2)(g) The Company secretary shall act as the secretary of
the Committee; √
6(2)(h)
The quorum of the NRC meeting shall not
constitute without the attendance of at least an
independent director;
√
6(2)(i)
No member of the NRC shall receive, either
directly or indirectly, any remuneration for any
advisory or consultancy role or otherwise, other
than Director’s fees or honorarium from the
Company.
√
6(3) Chairperson of the NRC
6(3)(a)
The Board shall select 1 (one) member of the NRC
to be Chairperson of the Committee, who shall be
an independent director;
√
6(3)(b)
In the absence of the Chairperson of the NRC, the
remaining members may elect one of themselves as
Chairperson for that particular meeting, the reason
of absence of the regular Chairperson shall be duly
recorded in the minutes;
No such Incident arose
6(3)(c)
The Chairperson of the NRC shall attend the
annual general meeting (AGM) to answer the
queries of the shareholders:
Provided that in absence of Chairperson of the
NRC, any other member from the NRC shall be
selected to be present in the annual general meeting
(AGM) for answering the shareholder’s queries and
reason for absence of the Chairperson of the NRC
shall be recorded in the minutes of the AGM.
√ Will attend in
upcoming AGM
6(4) Meeting of the NRC
6(4)(a) The NRC shall conduct at least one meeting in a
financial year; √
Prospectus of Beka Garments and Textile Limited Page | 132
6(4)(b)
The Chairperson of the NRC may convene any
emergency meeting upon request by any member
of the NRC;
√
6(4)(c)
The quorum of the meeting of the NRC shall be
constituted in presence of either two members or two
third of the members of the Committee, whichever is
higher, where the presence of an independent
director is must as required under condition No.
6(2)(h);
√
6(4)(d)
The proceedings of each meeting of the NRC shall
duly be recorded in the minutes and such minutes
shall be confirmed in the next meeting of the NRC.
√
6(5) Role of the NRC
6(5)(a) NRC shall be independent and responsible or
accountable to the Board and to the shareholders; √
6(5)(b)
NRC shall oversee, among others, the following
matters and make report with recommendation to
the Board;
-
6(5)(b)(i)
formulating the criteria for determining
qualifications, positive attributes and
independence of a director and recommend a policy
to the Board, relating to the remuneration of the
directors, top-level executive, considering the
following:
-
6(5)(b)(i)(a)
the level and composition of remuneration is
reasonable and sufficient to attract, retain and
motivate suitable directors to run the Company
successfully;
√
6(5)(b)(i)(b)
the relationship of remuneration to performance is
clear and meets appropriate performance
benchmarks; and
√
6(5)(b)(i)(c)
remuneration to directors, top-level executive
involves a balance between fixed and incentive pay
reflecting short and long-term performance
objectives appropriate to the working of the
Company and its goals;
√
6(5)(b)(ii)
devising a policy on Board’s diversity taking into
consideration age, gender, experience, ethnicity,
educational background and nationality;
√
6(5)(b)(iii)
identifying persons who are qualified to become
directors and who may be appointed in top-level
executive position in accordance with the criteria
laid down, and recommend their appointment and
removal to the Board;
√
6(5)(b)(iv)
formulating the criteria for evaluation of the
performance of independent directors and the
Board;
√
6(5)(b)(v)
identifying the Company’s needs for employees at
different levels and determine their selection,
transfer or replacement and promotion criteria;
and
√
6(5)(b)(vi)
developing, recommending and reviewing annually
the Company’s human resources and training
policies;
√
6(5) (c)
The Company shall disclose the nomination and
remuneration policy and the evaluation criteria
and activities of NRC during the year at a glance
in its Annual Report.
√
7 External or Statutory Auditors
7(1)
The issuer Company shall not engage its external
or statutory auditors to perform the following
services of the Company, namely: -
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7(1)(i) appraisal or valuation services or fairness opinions; √
7(1)(ii) financial information systems design and
implementation; √
7(1)(iii) Book-keeping or other services related to the
accounting records or financial statements; √
7(1)(iv) broker-dealer services; √
7(1)(v) actuarial services; √
7(1)(vi) internal audit services or special audit services; √
7(1)(vii) any service that the Audit Committee determines; √
7(1)(viii)
audit or certification services on compliance of
corporate governance as required under condition
No. 9(1); and
√
7(1)(ix) any other service that creates conflict of interest. -
No Such Incidence
arose
7(2)
No partner or employees of the external audit firms
shall possess any share of the Company they audit
at least during the tenure of their audit assignment
of that Company; his or her family members also
shall not hold any shares in the said Company
Provided that spouse, son, daughter, father, mother,
brother, sister, son-in-law and daughter-in-law shall
be considered as family members.
√
7(3)
Representative of external or statutory auditors
shall remain present in the Shareholders’ Meeting
(AGM or EGM) to answer the queries of the
shareholders.
√
8 Maintaining a website by the Company
8(1) The Company shall have an official website linked
with the website of the stock exchange. √
8(2) The Company shall keep the website functional
from the date of listing. √
8(3)
The Company shall make available the detailed
disclosures on its website as required under the
listing regulations of the concerned stock
exchange(s).
-
Will complied while
listing
9 Reporting and Compliance of Corporate
Governance
9(1)
The Company shall obtain a certificate from a
practicing Professional Accountant or Secretary
(Chartered Accountant or Cost and Management
Accountant or Chartered Secretary) other than its
statutory auditors or audit firm on yearly basis
regarding the compliance of conditions of
Corporate Governance Code of the Commission and
shall such certificate shall be disclosed in the
Annual Report.
√
9(2)
The professional who will provide the certificate on
compliance of this Corporate Governance Code
shall be appointed by the shareholders in the
annual general meeting.
-
The professional already
appointed by the board
of directors and will
approved in the
upcoming AGM
9(3)
The directors of the Company shall state, in
accordance with the Annexure-C attached, in the
directors’ report whether the Company has
complied with these conditions or not.
√
Sd/-
Boby N Diaz
Managing Director
Beka Garments and Textile Limited
Prospectus of Beka Garments and Textile Limited Page | 134
c) Details relating to the issuer's audit committee and remuneration committee, including the names of committee members and
a summary of the terms of reference under which the committees operate.
The name of audit committee members and remuneration committee members are as follows:
Audit Committee Members Name Nomination and Remuneration Committee
Members Name
Ekhlasur Rahma (Independent Director)
Chairman of the Committee
Ekhlasur Rahma (Independent Director) Chairman
of the Committee
Bani Diaz (Director)- Member of the Committee Micky Diaz (Managing Director) Member of the
Committee
Jhonathan Brook Diaz (Director)- Member of the
Committee
Sanjoy Roy (Chief Executive Officer) Member of the
Committee
Shamim Ahamed (Company Secretary)- Member of
the Committee
Shamim Ahamed (Company Secretary)- Secretary
of the Committee
The terms of reference of the audit committee have been agreed upon as follows:
To review all internal and external audit report.
To recommend the statutory annual audited financial statements to the Board of Directors for approval.
To review the finding of the internal and external auditors.
To review and approve the Annual “Audit Plan” of the Internal Audit Department.
To monitor the implementation of the recommendations of the Internal and External Auditors.
To review the performance of the external auditors and make recommendations to the Board regarding their
appointment and fees.
To review the quarterly, half yearly and annual financial statements before submission to the Board.
To review the Company’s statement on internal control systems prior to endorsement by the Board.
The Company secretary shall be the secretary of the audit committee.
The terms of reference of the remuneration committee have been agreed upon as follows:
To assist the Board in developing and administering a fair and transparent procedure for setting policy on the
remuneration of Directors and senior management of the Company.
Determining the remuneration packages.
Review the Annual Confidential Report (ACR) of senior management of the Company.
Review and oversee the Company's overall human resources strategy.
Prospectus of Beka Garments and Textile Limited Page | 135
CHAPTER – XV
VALUATION REPORT OF SECURITIES PREPARED
BY THE ISSUE MANAGER
Prospectus of Beka Garments and Textile Limited Page | 136
CHAPTER XV: VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER:
a) The valuation report of securities to be offered shall be prepared and justified by the issue manager on the basis of the
financial and all other information pertinent to the issue;
The valuation report of securities offered is prepared and justified by the issue manager (Shahjalal Equity Management
Limited and BD Finance Capital Holdings Limited) on the basis of the financial and all other information pertinent to
the Issue.
b) To prepare the valuation report, the issue manager may consider all qualitative and quantitative factors which shall be
explained in details with rationale to consider such factors, the valuation methods used, sources of information and
authenticity of such information;
Qualitative and Quantitative factors for valuation:
Qualitative Justification:
1. Quality Products: As we export our products, we have to maintain producing quality products that increase our sales
volume over the years.
2. Modern Machinery: We have been using modern machinery that increases our productivity.
3. Market Share: Our market share has been increasing rapidly.
4. Management: Management is highly experienced and They are leading persons in their area.
Quantitative Justification:
Primary Valuation method for the Company is considered on the basis of Net Assets Value based valuation and Earnings
based valuation per share.
c) While preparing the valuation report, the issue manager shall avoid exaggeration and biases and shall exercise
independence and due diligence;
We, the issue manager while preparing the valuation report, we avoid exaggeration, biases & independence and due
diligence.
d) The issue manager(s) shall, among others, consider the following methods for valuation of the securities:
Sl. No Valuation Methods Fair Value (BDT)
Method-1 Net asset value (NAV) at historical cost(as on 31 December 2019) 24.91
Net asset value (NAV) at historical cost(as on 30 June 2019) 28.35
Method-2 i. Earning-based-value per Share (Considering average Sector P/E) 102.58
ii. Earning-based-value per Share (Considering average Market P/E) 105.02
Method-3 Average market price per share of similar stocks 91.32
The detail valuation working under the above-mentioned methods are furnished under the head of “valuation under
different methods as prescribed in Clause No. Annexure- E (B) (14) of Bangladesh Securities and Exchange Commission
(public Issue) Rules, 2015” described in this section.
VALUATION UNDER DIFFERENT METHODS AS PRESCRIBED IN CLAUSE NO. ANNEXURE- E (B) (14) OF
BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015
METHOD 1: NET ASSET VALUE (NAV) AT HISTORICAL OR CURRENT COSTS PER SHARE
NAV per share is based on the information of the latest audited financial statements as on June 30, 2019. NAV per share
at current costs is BDT 28.35 and December 31,2019 BDT.24.91 that has been derived by dividing the net assets at the end
of the period by the number of outstanding shares before IPO as shown in the table below:
Shareholder's Equity Note
Amount in Taka
December 31, 2019
Amount in Taka June
30, 2019
Share capital A 1,020,000,000 850,000,000
Retained Earnings B 1,521,041,497 1,559,533,860
Total Share Holder's Equity C=A+B 2,541,041,497 2,409,533,860
No. of Shares Outstanding D 102,000,000 85,000,000
Net Tangible Assets Value Per Share E=C/D 24.91 28.35
METHOD 2: I) EARNING-BASED-VALUE PER SHARE (CONSIDERING AVERAGE SECTOR P/E)
Earning-based-value per share based on historical information sourced from audited financial statements and statistics
from Dhaka Stock Exchange Limited (DSE). The value was calculated by considering weighted net profit after tax for the
last 5 (five) years as per audited financial statements & September 30, 2019 and market earnings multiple. The weighted
average Earnings per share (EPS) is BDT. 8.24 and the three months’ average DSE Sector P/E is 12.45 Therefore, Earning-
based-value per share based on overall sector P/E has been derived as BDT. 102.58.
Year No. of Share Net Profit After Tax Weighted Average
No. of Share
Weighted Average
Net profit after tax
December 31,2019 102,000,000 1,315,078,637 0.54 712,136,446
June 30,2019 85,000,000 280,476,964 0.45 126,569,027
June 30,2018 340,000 257,508,204 0.00 464,816
June 30,2017 340,000 282,266,240 0.00 509,506
June 30,2016 340,000 282,575,727 0.00 510,064
Prospectus of Beka Garments and Textile Limited Page | 137
Year No. of Share Net Profit After Tax Weighted Average
No. of Share
Weighted Average
Net profit after tax
June 30,2015 340,000 231,147,167 0.00 417,233
Total 188,360,000 2,649,052,939 1.00 840,607,093
Total Number of Share outstanding 102,000,000
EPS Based On Weighted Average Net Profit After Tax 8.24
Average Sector P/E(August, September and October 2019)** 12.45
Historical Earning Based Value Per Share (WEPS X sector P/E) 102.58
METHOD 2:II) EARNING-BASED-VALUE PER SHARE (CONSIDERING AVERAGE MARKET P/E) Earning-based-value per share based on historical information sourced from audited financial statements and statistics from Dhaka
Stock Exchange Limited (DSE). The value was calculated by considering weighted net profit after tax for the last 5 (five) years as
per audited financial statements & September 30, 2019 and market earnings multiple. The weighted average Earnings per share (EPS)
is BDT 8.24 and the three months’ average DSE Market P/E is 12.74 Therefore, Earning-based-value per share based on overall
market P/E has been derived as BDT 105.02.
Year No. of Share Net Profit After Tax
Weighted Average No. of
Share
Weighted Average Net
profit after tax
December 31,2019 102,000,000 1,315,078,637 0.54 712,136,446
June 30,2019 85,000,000 280,476,964 0.45 126,569,027
June 30,2018 340,000 257,508,204 0.00 464,816
June 30,2017 340,000 282,266,240 0.00 509,506
June 30,2016 340,000 282,575,727 0.00 510,064
June 30,2015 340,000 231,147,167 0.00 417,233
Total 188,360,000 2,649,052,939 1.00 840,607,093
Total Number of Share outstanding 102,000,000
EPS Based On Weighted Average Net Profit After Tax 8.24
Average Market P/E( August, September and October 2019)** 12.74
Historical Earning Based Value Per Share (WEPS X sector P/E) 105.02
Calculation of Sector P/E and Average Market P/E
Month Sector P/E Average Market P/E
Sep-19 12.81 13.36
Oct-19 12.13 12.61
Nov-19 12.40 12.26
Average P/E Ratio 12.45 12.74
METHOD 3: AVERAGE MARKET PRICE PER SHARE OF SIMILAR STOCKS
Nature of Business of Beka Garments and Textile Limited is similar to the business of Companies Listed in stock Exchanges under
the Textile Sector. So we have considered the Hwa Well Textiles (BD) Limited, Saiham Textile Mills Ltd & Envoy Textile Ltd. to
calculate the average market price per share of Similar Stock for the last One year. Tables of the calculation are given below:
Sl. No Date Hwa Well Textiles (BD) Limited Saiham Textile Mills Ltd. Envoy Textile Ltd
1 31-Jan-19 39.50 58.60 38.50
2 27-Feb-19 38.60 56.80 36.90
3 31-Mar-19 37.10 50.10 34.03
4 30-Apr-19 36.80 50.80 33.20
5 31-May-19 37.40 46.40 34.03
6 30-Jun-19 38.50 47.00 35.10
7 31-Jul-19 37.20 39.20 33.00
8 30-Aug-19 37.60 42.90 31.60
9 30-Sep-19 36.40 35.00 28.90
10 31-Oct-19 35.20 29.50 26.20
11 30-Nov-19 34.80 38.70 25.10
12 30-Dec-19 32.40 32.20 24.90
Average Price 36.79 43.85 31.79
Average Price of These 03 (Three stocks) 91.32
Sources of information:
1. Annual Report
2. Monthly review published by Dhaka Stock Exchange Limited
Offer Price:
Based on the above-mentioned valuation methodologies as per Bangladesh Securities and Exchange Commission (Public Issue) Rules,
2015, the management of the Company in consultation with the Issue Manager has set the issue price at BDT 10.00 each at par value.
Conclusion:
Therefore, the issue manager & management of the Company believe that the Offering Price of Tk. 10.00 per Share is justified
Prospectus of Beka Garments and Textile Limited Page | 139
CHAPTER XVI: DEBT SECURITIES
(a) The terms and conditions of any debt securities that the issuer Company may have issued or is planning to issue within
next six months, including their date of redemption or conversion, conversion or redemption features and sinking fund
requirements, rate of interest payable, Yield to Maturity, encumbrance of any assets of the issuer of such securities and
any other rights the holders of such securities may have;
Beka Garments and Textile Limited has not issued or is planning to issue any debt securities within 6(six) months.
(b) All other material provisions giving or limiting the rights of holders of each class of debt securities outstanding or being
offered, for example, subordination provisions, limitations on the declaration of dividends, restrictions on the issuance of
additional debt or maintenance of asset ratios;
Beka Garments and Textile Limited has not issued or is planning to issue any debt securities
(c) Name of the trustee(s) designated by the indenture for each class of debt securities outstanding or being offered and
describe the circumstances under which the trustee must act on behalf of the debt holders;
Beka Garments and Textile Limited has not issued or is planning to issue any debt securities therefor there is no trustee
for this issue.
(d) Repayment/ redemption/conversion status of such securities.
Beka Garments and Textile Limited has not issued or is planning to issue any debt securities, therefor there is no
repayment or redemption or conviction status of such securities
Prospectus of Beka Garments and Textile Limited Page | 140
CHAPTER –XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES, AS
APPLICABLE
Prospectus of Beka Garments and Textile Limited Page | 141
CHAPTER XVII: PARTIES INVOLVED AND THEIR RESPONSIBILITIES:
Sl. No Parties involved with Beka Garments and Textile Limited Responsibilities
1 Issue
Manager;
1. Shahjalal Equity Management
Limited
2. BD Finance Capital Holdings Limited
The Issue Managers will act as the manager of
the issue for the Public issue as described in
Bangladesh Securities and Exchange
Commission (Public Issue) Rules, 2015.
2 Underwriter’s;
BD Finance Capital Holdings Limited The Underwriters will act as the underwriters
to the public issue as described in the
Bangladesh Securities and Exchange
Commission (Public Issue) Rules, 2015.
Shahjalal Equity Management Limited
3 Auditor’s; Shiraz Khan Basak & Co.
Charterd Accountant
Auditors’ responsibility is to express an
opinion on these financial statements based
on the audit. Auditors conducted the audit in
accordance with International Standards on
Accounting (IAS)
4 Cost and Management Accountants; Not applicable to the Company
5 valuer Not applicable to the Company
6 Credit Rating Company. Not applicable to the Company
Prospectus of Beka Garments and Textile Limited Page | 143
CHAPTER XVIII: MATERIAL CONTRACTS:
The Following are material contracts in the ordinary course of business, which have been entered into by the Company:
(a) Major agreements entered into by the Issuer:
The following are material agreements have been entered into by the Company:
1. Underwriting Agreements between the Company and the Underwriters;
i. Shahjalal Equity Management Limited
ii. BD Finance Capital Holdings Limited
2. Issue Management Agreement between the Company and;
i. Shahjalal Equity Management Limited
ii. BD Finance Capital Holdings Limited
(b) Material parts of the agreements:
1. Issue Management Agreement:
Issue Management agreement with Shahjalal Equity Management Limited
Signing Date 21 December , 2019
Tenure
This Agreement shall be valid until completion of subscription of shares and
unless this Agreement is extended or earlier terminated in accordance with
the terms of this Agreement.
Issue Management agreement with BD Finance Capital Holdings Limited
Signing Date 21 December, 2019
Tenure
This Agreement shall be valid until completion of subscription of shares and
unless this Agreement is extended or earlier terminated in accordance with
the terms of this Agreement.
2. Underwriting Agreement:
Underwriting Agreements with Shahjalal Equity Management Limited
BD Finance Capital Holdings Limited
Signing Date: 27 January, 2020
Tenure
This Agreement shall be valid until completion of subscription of shares and
unless this Agreement is extended or earlier terminated in accordance with
the terms of this Agreement.
(c) Fees payable to different parties:
Name of the Parties Role Fees Payable
Shahjalal Equity Management Limited and
BD Finance Capital Holdings Limited
Issue Management
Agreement
Amount in taka.3,500,000/-
Shahjalal Equity Management Limited and
BD Finance Capital Holdings Limited
Underwriting Agreement Underwriting commission at the
rate of 0.50% on 35% of the
Total IPO amount.(i.e. Tk.
612,500/-)
Prospectus of Beka Garments and Textile Limited Page | 144
CHAPTER –XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY
Prospectus of Beka Garments and Textile Limited Page | 145
CHAPTER XIX: OUTSTANDING LITIGATION, FINE OR PENALTY
1. THE FOLLOWING OUTSTANDING LITIGATIONS AGAINST THE ISSUER OR ANY OF ITS DIRECOTES AND
FINE OR PENALTY IMPOSED BY ANY AUTHORITY:
The Beka Garments and Textile Limited or any of its Directors was not involved in any of the following types of Legal
processing are mentioned below:
i) Litigation involving Civil Laws; There are no litigations of the Issuer or Director’s in Civil laws
ii) Litigation involving Criminal Laws; There are no litigations of the Issuer or Director’s in Criminal
Laws.
iii) Litigation involving Securities, Finance
and Economic Laws ;
There are no litigations of the Issuer or Director’s in Securities,
Finance and Economic Laws.
iv) Litigation involving Labor Laws ; There are no litigations of the Issuer or Director’s in Labor Laws.
v) Litigation involving Taxation (Income
tax, VAT, Customs Duty and any other
taxes/duties);
There are no litigations of the Issuer or Director’s in connection to
Taxation (Income tax, VAT, Customs Duty and any other taxes/
duties)
vi) Litigation involving any other Laws; There are no litigations of the Issuer or Director’s in any other
Laws.
2. Outstanding Cases filed by the Company or any of its directors:
There are no outstanding cases filed by the Issuer or any of its Directors to any of the following types of legal proceedings
mentioned below:
i) Litigation involving Civil Laws;
No cases filed by the Company or any of its
Directors
ii) Litigation involving Criminal Laws;
iii) Litigation involving Securities, Finance and Economic Laws ;
iv) Litigation involving Labor Laws;
v) Litigation involving Taxation (Income tax, VAT, Customs Duty
and any other taxes/duties);
vi) Litigation involving any other Laws.
Prospectus of Beka Garments and Textile Limited Page | 146
CHAPTER–XX
RISK FACTORS AND MANAGEMENT’S
PERCEPTIONS ABOUT THE RISKS
Prospectus of Beka Garments and Textile Limited Page | 147
CHAPTER XX: RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS: Any investment always associates with both internal and external risk factors having both direct and indirect effect on the
investments made by the investor. Among those risks some can be averted, others are beyond control, which may cause loss.
Before making any investment decision, investors need to consider the associated risk factors, the risk premium, and management
perception. If any of the following risks actually happens in the business, operational results and financial conditions could suffer
and investors could lose their investments partly or fully. The management of Beka Garments and Textile Limited perceives the
following risk factors, both external and internal, which are enumerated hereunder:
(i) Internal risk factors
(ii) External risk factors
I. INTERNAL RISK FACTORS MAY INCLUDE AMONG OTHERS:
a) Credit Risk;
This is the risk of default on a debt that may arise because of default by the borrower to pay the loan. In operating any
business there is always a credit risk as there is always lending and borrowing between parties in the form of money and
goods.
Management Perception:
Credit Risk mainly lies with banks and Financial Institutions. Beka Garments and Textile Limited is concentrating its
business in Manufacturing and exporting the same, the Company has enjoyed credit facilities from financial institutions.
However, a certain degree of credit risk lies because of this obligation. The management is well aware of this and management
tries to manage it efficiently through continuous supervision.
b) Liquidity Risk;
A Company may be unable to meet short-term financial demands. This usually occurs due to the inability to convert its
current assets to cash without a loss of capital or income. Liquidity is a common phenomenon of the business.
Management Perception:
Beka Garments and Textile Limited has been dealing with its working capital in an efficient way to maintain liquidity risk.
Management is dealing with accounts payable, inventory and accounts receivable efficiently.
c) The Risk associated with the Issuer’s interest in subsidiaries, joint ventures, and associates;
This risk may arise when the Issuer Company has any Subsidiaries, Joint Venture, and Associates.
Management Perception:
Beka Garments and Textile Limited has no subsidiaries, Joint Ventures, and Associates. As a result, this risk factor is not
applicable to the Company.
d) Significant revenue generated from a limited number of customers, losing any one or more of which would have a material
adverse effect on the issuer;
There is risk involved in having a limited number of customers and losing that particular customer has a negative impact on
the Company’s sales and Cash flow as well as the textile sector.
Management Perception:
Beka Garments and Textile Limited is concentrating on readymade garments Industry and it does not have limited customers
from whom it generates a significant amount of revenue, it is almost free from this sort of risk.
e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely;
An interruption in raw material supply may impediment of the smooth production process.
Management Perception:
In business, having many suppliers of raw materials helps to get a competitive advantage of the cheaper price of raw
materials. Because it helps to bargain over price with suppliers. In addition, having many suppliers helps to maintain doing
business efficiently. Beka Garments and Textile Limited has several suppliers of raw materials and so it does not depend on
a single or few suppliers of raw materials.
f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary;
Having 20% revenue generation from sister concern or associated or subsidiary makes issuer dependent on other companies.
Hence, there is dependency risk revenue would be concentrated if it comes from sister concern or associate or subsidiary
Company.
Management Perception:
Beka Garments and Textile Limited has no sister concern or associate or subsidiary as a result, this risk factor is not
applicable to the Company.
g) Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during the last five years,
if any;
The Company’s financial strength may abrade due to negative earnings and cash flow consecutively for more than years.
Management Perception:
The Company does not have any negative earnings, negative cash flows from operating activities, declining turnover or
profitability during the last five years.
h) Loss-making associate or subsidiary or group companies of the issuer;
The Company may expose to the risk of contagion which refers that the financial problem, especially insolvency, of one
member of a group will bring about the deterioration in the condition of all members.
Management Perception:
The Company does not have any associate or subsidiary or group companies. That’s why this risk is immaterial for BGTL.
Prospectus of Beka Garments and Textile Limited Page | 148
i) Financial weakness and poor performance of the issuer or any of its subsidiary or associates;
Financial performance has a material impact on the sustainability of the Company as a going concern.
Management Perception:
Sales are one of the key indicators of the success of a business if there is a good margin of profit. BGTL has been experiencing
increasing sales growth which is boosting up the profitability for the last five years. Current and quick ratios are also in favor
of the Company.
j) Decline in value of any investment;
Investment value might rise or fall because of market conditions (market risk). The corporate decision, such as whether to
expand into a new area of business or merge with another Company, can affect the value of the investment.
Management Perception:
The Company doesn’t have any other investment.
k) Risk associated with useful economic life of plant and machinery, if purchased in second-hand or reconditioned;
There is obsolesces risk relating to plant & Machinery. If the machinery is purchased from secondhand or reconditioned there
is high risk relating to the profitability of the Company.
Management Perception:
BGTL uses branded machinery for overall operation. Hence, there is no presence of risk associated with it.
l) Adverse effect on future cash flow if interest-free loan given to related party or such loans taken from Directors may recalled;
There is an interest burden on the Company if the Company gives Loan to the director or related party other excluding
Interest if the money taken as loan. On the other hand, if such loan is taken from a related party or Director there will have
a negative impact on the cash flows to pay off the loan.
Management Perception:
There is no as such loan was given to related party or loan is taken from Directors.
m) Potential conflict of interest, if the sponsors or Directors of the issuer are involved with one or more ventures which are in the
same line of activity or business as that of the issuer and if any supplier of raw materials or major customer is related to the
same sponsors or Directors;
Conflict of interest between the issuer and its suppliers or major customer arise due to common management may create an
impediment in the day to day business operational process.
Management Perception:
No BGTL’s sponsor or Director is engaged in the same line of business as the Company. No supplier of raw materials or major
customer is related to the same sponsors or Directors. So, such a risk is not relevant to BGTL.
n) Related party transactions entered into by the Company those may adversely affect competitive edge.
In many cases related party transaction are undertaken in the course of the normal business of an entity, in view of the nature
of related party relationships and transaction they may carry a higher risk about the ability of the Company to continue in
business as a going concern- if the entity’s interest is constantly subordinated to that of related party.
Management Perception:
BGTL did not engage in any such transaction, which may adversely affect the competitive edge.
o) Any restrictive covenants in any shareholders' agreement, sponsors' agreement or any agreement for debt or preference shares
or any restrictive covenants of banks in respect of the loan credit limit and other banking facilities;
The future business process or revenue may hinder by any such restrictive covenants stipulated in the agreement with
shareholders, with the sponsor or any loan agreement with the bank or financial institutes.
Management Perception:
There are no restrictive covenants in any shareholders’ agreement, sponsors’ agreement or any agreement relating to debt or
preference shares or any restrictive covenants of Banks in respect of loan or credit limit and other banking facilities.
p) Business operations may be adversely affected by strikes, work stoppages or increase in wage demands by employees;
RMG industry operates mutually by workers and management mutual understanding. Owners are always concern about the
worker's demand.
Management Perception:
Employee unrest is part of the business and it is important to deal with labor unrest efficiently. BGTL has different incentive
packages for their employees so that they can be beneficial through such a package. This is they believe that employees are
a very important part of the business.
q) Seasonality of the business of the issuer;
Revenue of the Company would be affected if the business is seasonal or if the Company is not doing business over the year.
Management Perception:
Textile sector is the leading industry of our country. Bangladesh is looking forward to earning 50 billion US dollar from this
industry in the near future. Hence, there is no Seasonality of the business of the issuer.
r) Expiry of any revenue generating contract that may adversely affect the business;
The revenue would be squeezed if any contract for which revenue generated had expired.
Management Perception:
The Company is not at risk of losing any revenue generating contract that may adversely affect the business.
Prospectus of Beka Garments and Textile Limited Page | 149
s) Excessive dependence on debt financing which may adversely affect the cash flow;
The Company may expose to a high degree of risk and its future cash flow from operation shall be squeezed due to financial
expenses.
Management Perception:
The management of BGTL is fully aware of the risk and always trying to mitigate the dependency on debt financing which
may adversely affect the Cash Flow of the Company. This is one of the important facts that drive BGTL to equity financing
through a Public Offer.
t) Excessive dependence on any key management personnel absence of whom may have adverse effect on the issuer’s business
performance;
Key Management personnel have a key role in the organization for the smooth operation of the Company. If key management
personnel turnover is high that has an adverse impact on organizational day to day activities.
Management Perception:
Corporate Governance is well practiced in BGTL. The Company also has a well-placed organogram. So any change in the key
management can be replaced with capable professionals.
u) Enforcement of contingent liabilities which may adversely affect financial condition;
Contingent liabilities are likely to have a negative impact on a Company’s stock share price because they threaten to reduce
the Company’s asset and net profitability. The extent of the impact on share price depends on the estimated probability of
the contingent liabilities becoming actual liabilities.
Management Perception:
The Company does not have any contingent liabilities which may adversely affect the financial condition.
v) Insurance coverage not adequately protect against certain risks of damages;
The Company shall expose to significant loss if its assets are not properly covered by insurance.
Management Perception:
The Company has different insurance coverage for all the relating issues that are risky to operate a business.
w) Absence of assurance that Directors will continue its engagement with Company after expiry of lock-in period;
The Company may expose to certain risk to operate its day to day business operations if the current director’s engagement
shall not continue after the expiry of the lock-in period.
Management Perception:
The Directors are involved in the business for a long time and they will continue the business after the expiry of the lock-in
period.
x) Ability to pay any dividends in the future will depend upon future earnings, financial condition, cash flows, working capital
requirements, and capital expenditure;
Any future dividend payment depends on the future revenue generation. Any negative earnings in the future shall be
hindered future financial stability of the Company.
Management Perception:
BGTL is a profitable entity over a long time and the profit is on the uptrend. So the management believes that it will be able
to pay a dividend from earning a profit.
y) History of non-operation, if any and short operational history of the issuer and lack of adequate background and experience of
the sponsors;
History of non-operation indicates weak operational management of the Company. Non-operation leads to negative cash
flow, incurring losses and bankruptcy in the worst-case scenario.
Management Perception:
As a manufacturer, BGTL takes its operation very seriously. They know, if the operation is stopped for one day that can
hamper supply to their customers. In any situation, they do not compromise with their operation. Such a case is not
happening in the history of BGTL.
z) Risks related to engagement in new type of business, if any;
Management Perception:
There is no such risk relating to engagement in a new type of business.
aa) Risk in investing the securities being offered with comparison to other available investment options;
The Company would be exposed to potential financial distress if the return on investment is low compared to alternative
investment options they have.
Management Perception:
Beka Garments and Textile Limited is a profitable entity for a long time and the management operates the business
efficiently. There is the presence of a certain degree of risk associated with investing the securities in the capital market. The
potential investors are requested to carefully read the prospectus and understand the business potential of the Company
before making an investment decision.
bb) Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law;
The Company shall have a risk to expose of eroded its brand name and goodwill in case of penalty or action taken by the
regulatory authority.
Prospectus of Beka Garments and Textile Limited Page | 150
Management Perception:
The management believes that it is highly unlikely that, any penalty or action may be required to be taken by any
regulatory authorities for non-compliance with provisions of any law.
cc) Litigations against the issuer for Tax and VAT related matters and other government claims, along with the disclosures of the
amount, the period for which such demands or claims are outstanding, financial implications and the status of the case;
Any litigation in terms of unsettled tax, VAT or any other Govt. claim may hamper the business operation of The Company
as well as may create future potential financial losses.
Management Perception:
The Company doesn’t have any litigation relating to Tax, VAT or other government claims against the Company.
dd) Registered office or factory building or place of operation is not owned by the issuer;
Factory building should be owned by the company. Otherwise, there is risk of hike in factory rent in the years to come and
threat of shifting the factory as well.
Management Perception:
The Company has entered into a lease agreement with Adamjee Export Processing Zone Authority (AEPZA) for thirty
years agreement. The registered office and the factory of the Company is situated in the same premises allocated by AEPZA.
The lease being renewable with mutual consent with AEPZA. Mentionable here that, the Company will be able to continue
another 30 years in the same premises as per enhancement of the lease agreement with AEPZA.
ee) Lack of renewal of existing regulatory permissions/ licenses;
Non-renewal of the license may hamper day to day business operation of the Company.
Management Perception:
There is no such issue relating to lack of existing regulatory permissions/ licenses.
ff) Failure in holding AGM or declaring dividend or payment of interest by any listed securities of the issuer or any of its subsidiaries
or associates;
There may have a legislative impact on the business operation of any Company by any judgment of Honourable High Court
in case of failure of any listed Company of the group for not comply with the state laws such as The Companies Act 1994 or
payment of dividend to the shareholders in due course.
Management Perception:
There is no incident of failure in holding AGM or declaring dividend or payment of interest by any listed securities of the
issuer or any subsidiaries or associates because BGTL does not have any Subsidiary & associates companies.
gg) Issuances of securities at lower than the IPO offer price within one year.
If the issuer was issued share at lower than the IPO offer price within one year, there have possibilities to arise misperception
about IPO price.
Management Perception:
The Company will don't issue any of its securities at lower than the IPO offer within one year.
hh) Refusal of application for public issue of any securities of the issuer or any of its subsidiaries or associates at any time by the
Commission;
Any refusal of an application for public issue of any securities of the issuer may hinder confidence of the Company or convey
a negative impression about the financial status to the shareholders.
Management Perception:
Beka Garments and Textile Limited has no subsidiary or associates. No refusal of an application for public issue of any
securities of the Beka Garments and Textile Limited at any time by the commission.
II. EXTERNAL RISK FACTORS MAY INCLUDE AMONG OTHERS:
a) Interest Rate Risks;
Interest rate risk is the risk that the Company faces due to unfavorable movement in the interest rates. Changes in the
government’s monetary policy, along with increased demand for loans/investments tend to increase the interest rates. Such
rises in interest rates mostly affect companies having floating rate loans or companies investing in debt securities.
Management Perception:
Since the Beka Garments and Textile Limited has not borrowed funds at a flexible rate, hence, the Interest rate risk does
not arise. The Company has been repaying borrowed funds on a continuous basis to reduce such interest risk.
b) Exchange Rate Risks;
Exchange rate risk occurs due to changes in exchange rates BGTL is engaged in global trade as it procures its raw materials
from overseas markets. Therefore, fluctuations in the related foreign currency rates may affect adversely to the Company’s
liquidity and profitability and expose a threat to the stability of the Company.
Management Perception:
The Company receives the entire export proceeds in foreign currency and makes the majority of the Import payments in
foreign currency as well. For a given depreciation of Taka against a particular foreign currency like the US Dollar, the
import payment and export proceeds will both be higher in terms of Taka. In the case of an appreciation of Taka against
the same currency, the opposite will occur. Hence, the Company has a natural hedge against exchange rate risk.
Prospectus of Beka Garments and Textile Limited Page | 151
c) Industry Risks;
Industry risk refers to the risk of increased competition from foreign and domestic sources leading to lower prices, revenues,
profit margins, market share etc. which could have an adverse impact on the business, financial condition and results of
operation.
Management perception:
The Company continuously carries out research and development (R&D) to keep pace with customer choices and fashion.
d) Economic and Political risks;
Economic risks:
Our performance and growth are dependent on the health of the Bangladesh economy. The economy could be adversely
affected by various factors such as political or regulatory action, including adverse changes in liberalization policies, social
disturbances, terrorist attacks and other acts of violence or war, natural calamities, commodity and energy prices, and
various other factors. Any significant changes may adversely affect our business and financials
Management Perception:
Bangladesh economy has been flourishing over the years with a consistent growth rate of 6% plus. Per capita income of our
country has been increased as well. In addition, favorable government policies are also key factors. The government has
now aimed at 7% plus future growth for our country.
Political risks;
Bangladesh is prone to serious unrest in the political condition which produces Harte, Road-Block and many other barriers
to the business. This could also propel the cost of the product upwards.
Management Perception:
During the last forty-five years of the post-independence period, Bangladesh has gone through a variety of political
situations. But presently, a sound political atmosphere is prevailing in the country. Both the ruling and opposition parties
are committed to the betterment of the country. Last democratic national assembly election and local council polls are
instances of the peaceful political situation in Bangladesh.
e) Market and Technology-related Risks;
Market risks:
The BGTL is an exporter. Any economic recession, changes in tastes and fashions of the consumers, national income and
other related factors may cause to decline the market demand for the Company products.
Management perception:
BGTL always gives values to its customers’ satisfaction and changes in tastes and fashion. Hence, BGTL has been dedicated
to delivering any changes in customers’ demand and new fashion trend as well.
Technology-related risks;
Changes in technologies may hamper the cost efficiency of the Company
Management perception;
BGTL applies the latest technology in the manufacturing process in the production. BGTL is very concerned with using
high performance and sophisticated equipment. Not only sophistication but also strength is one of our priorities. In the case
of new technologies, we have mastered adaptation techniques without hampering the cost efficiency of the Company.
f) Potential or existing government regulations;
The Company conducts its business under the Companies Act, 1994, different taxation policy adopted by NBR, Bangladesh
Security and Exchange Commission rules and rules adopted by other regulatory bodies. The existing Government rules and
regulations are favorable to the Company. Any abrupt changes in the policies may adversely affect the profitability and the
operation of the Company.
Management perception:
RMG export is a vital sector for the growth of the economy of Bangladesh. Government incentives and subsidies are crucial
to maintaining the sustainability and growth of this sector. The Government is aware of this fact. Hence, it is rationally
expected that any undue tax or duty will not be imposed that may adversely affect the sector’s sustainability. Rather, the
Government is keen to support the industry. Finally, any changes in VAT, tax, or duty structure will affect all the operators
in the industry. However, BGTL has greater resistance ability due to its cost-efficient operation process.
g) Potential or existing changes in global or national policies;
Changes in the existing global or national policies can have either a positive or negative impact on the Company’s
profitability. The performance of the Company may be affected due to unavoidable circumstances in Bangladesh, as such
any structural change in textile industry, war, terrorism, political unrest, natural and man-made disasters like the one
happened with ‘Rana Plaza’ in Savar and ‘Tazrin Garments’ in Savar in the country which may adversely affect the
economy in general.
Management perception:
As a least developed country, Bangladesh enjoys GSP facilities from EU countries. Withdrawal of this facility in the near
future is least likely. The organization’s management is always conscious of full compliance of the buyer specific
requirements on a continuous basis. The Company is striving to diversify its international client base through greater
marketing initiatives. This will provide the Company with greater sustainability against changes in buyer specific policy
changes.
h) Statutory clearances and approvals those are yet to be received by the issuer.
To smooth running of the business operation statutory clearance is required.
Prospectus of Beka Garments and Textile Limited Page | 152
Management Perception:
The Company has collected all the statutory clearance and approval to operate its business. The necessary update and
renewal is a continuous process. Hence, there is a limited degree of such risk associated with the Company.
i) The Competitive condition of the business;
BGTL is operating in a free market economy regime. The Company might have to face staff competition from its
competitors. Easily availability of global products in the local markets adds to the competition, challenging the profitability
of the business.
Management Perception:
Bangladesh is the prime source of the cheapest labor in the world, gaining comparative advantages for its industries over
their global competitors. Other overhead costs are also low in Bangladesh. As a result, the Company has been able to
maintain the cost of products most competitive. Moreover, over the last few years, the Company has built a trustworthy
relationship with its customers, which helps the Company avoid competition with others.
j) Complementary and supplementary products/services, which may have an impact on the business of the issuer.
Complementary and supplementary product may have an impact on the sale of the existing product of the Company.
Management Perception:
The Company has not faced any challenges relating to supplementary and complementary products and Management is
concerned with the issue. In the future, if necessary, management may diversify the product to be competitive with the
competitors.
Prospectus of Beka Garments and Textile Limited Page | 154
(CHAPTER-XXI) DESCRIPTION OF THE ISSUE:
a. Issue Size: Total issue size of 35,000,000 Ordinary shares of Tk.10.00 each at par totaling Tk.350,000,000.00
b. Number of Securities to be issued;
Public issue of 35,000,000 Ordinary Shares
c. Authorized capital and paid-up capital;
Authorized Capital: Tk.1,500,000,000
Paid-up Capital: Tk.1,020,000,000
d. Face value, premium and offer price per unit of securities;
Face Value: Tk. 10.00
Offer Price per unit of securities: Tk. 10.00
e. Number of securities to be entitled to each category of applicants;
IPO size will be 35,000,000 ordinary shares @ TK.10.00 each at par totaling Tk.350,000,000. As per the Bangladesh
Securities and Exchange Commission (Public Issue) Rules, 2015, 10% of total Initial Public Offering shall be reserved for
mutual funds, 30% for other eligible investors (EIs), 10% for non‐resident Bangladeshi (NRB) and 50% for other general
public. The position is thus as follows:
Category Particulars Number of Shares Amount in BDT
Eligible
Investors (EIs)
10% of IPO i.e. 3,500,000 Ordinary Shares shall be
reserved for Mutual Funds and CIS 3,500,000 35,000,000
30% of IPO i.e. 10,500,000 Ordinary Shares shall be
reserved for other Eligible Investors 10,500,000 105,000,000
General Public
(GP)
10% of IPO i.e. 3,500,000 Ordinary Shares shall be
reserved for Non- Resident Bangladeshis (NRB) 3,500,000 35,000,000
50% of IPO i.e. 17,500,000 Ordinary Shares shall be
reserved for General Public
(excluding NRB).
17,500,000 175,000,000
Total 35,000,000 350,000,000
f. Holding structure of different classes of securities before and after the issue;
The Company has issued only ordinary shares. Holding structure of different classes of securities before and after the issue
is as follows:
Sl.
No Name of Director & Sponsor
No. of Ordinary Shares Hold Percentage of Holding
Pre-IPO Post-IPO Pre-IPO Post-IPO
1 Sponsors & Directors 42,126,912 42,126,912 41.30% 30.75%
2 Institutional 33,815,800 44,315,800 33.15% 32.35%
3 Mutual fund - 3,500,000 0.00% 2.55%
4 Individual 26,057,288 43,557,288 25.55% 31.79%
5 Non-Residential
Bangladeshis (NRBs) - 3,500,000 0.00% 2.55%
Total 102,000,000 137,000,000 100.00% 100.00%
g. Objective of the issue including financing requirements and feasibility in respect of enhanced paid up capital.
Net proceeds from Initial Public Offering (IPO) will be used for Construction of factory building expansion unit, Acquisition
of plant and machinery, Bank Loan Repayment and IPO expenses.
Sl. No Particulars Amount in TK
1 Construction of Factory Building Expansion unit 152,994,500
2 Acquisition of Plant and Machinery 80,755,676
3 Repayment of Bank Loan 100,000,000
4 IPO Expenses 21,981,500
Total 350,000,000
Prospectus of Beka Garments and Textile Limited Page | 155
Feasibility Report Enhanced Paid Up Capital
Beka Garments and Textile Limited
Statement of Financial Position (Projected)
As at 30 June 2019,2020,2021 and 2022
Particulars Amount in BDT
30-Jun-19 30-Jun-20 30-Jun-21 30-Jun-22
Assets Audited
Non-Current Assets 1,576,868,826 1,640,014,775 1,835,437,597 2,096,063,920
Property, Plant and Equipment 1,384,849,526 1,539,938,512 1,675,128,703 2,086,587,931
Capital Working Progress 192,019,300 100,076,263 160,308,894 9,475,989
Current Assets 1,142,011,430 1,377,281,786 1,757,027,893 1,927,564,655
Inventories 452,970,587 465,217,437 511,739,181 588,500,058
Trade and Other Receivables 610,367,329 659,196,715 692,156,551 775,215,337
Advances, Deposits and Prepayments 10,141,713 44,541,897 44,987,316 85,475,900
Cash and Cash Equivalents 68,531,801 208,325,737 508,144,845 478,373,360
Total Assets 2,718,880,256 3,017,296,561 3,592,465,490 4,023,628,575
Shareholders' Equity and Liabilities
Shareholders' Equity 2,409,533,860 2,719,678,237 3,411,246,294 3,801,636,573
Share Capital 850,000,000 1,020,000,000 1,370,000,000 1,370,000,000
Retained Earnings 1,559,533,860 1,699,678,237 2,041,246,294 2,431,636,573
Non -Current Liabilities 177,824,373 176,046,129 76,046,129 96,148,834
Long Term Loan (Non-Current
Portion) 177,824,373 176,046,129 76,046,129 63,071,146
Deferred Tax Liabilities - - - 33,077,688
Current Liabilities 131,522,023 121,572,195 105,173,067 125,843,168
Trade and Other Payables 23,910,402 23,408,823 22,885,175 22,334,476
Short Term Borrowings 25,267,667 25,036,856 26,585,952 29,132,878
Long Term Loan (Current Portion) 47,813,703 38,250,963 20,477,632 12,974,983
Current Tax Liabilities - - - 20,365,563
Liabilities for Expenses 34,530,250 34,875,553 35,224,308 41,035,268
Total Shareholders' Equity and
Liabilities 2,718,880,256 3,017,296,561 3,592,465,490 4,023,628,575
Net Asset Value per Share (NAV) -
Basic 28.35 26.66 24.90 27.75
B. Statement of Profit or Loss and other Comprehensive Income (Proposed)
particular
Amount in Taka
01 July 2018
To
30 June 2019
01 July 2019
To
30 June 2020
01 July 2020
To
30 June 2021
01 July 2021
To
30 June 2022
Revenue 2,163,412,780 2,271,583,419 2,498,741,761 2,876,551,515
Less: Cost of Goods Sold 1,678,884,652 1,756,615,458 1,927,279,520 2,212,931,081
Gross Profit 484,528,128 514,967,961 571,462,241 663,620,435
Less: Operating Expenses 159,916,049 169,848,346 187,503,888 208,150,249
Administrative Expenses 97,699,849 104,148,039 116,810,358 129,963,204
Marketing & Selling Expenses 62,216,200 65,700,307 70,693,531 78,187,045
Profit from Operation 324,612,079 345,119,615 383,958,353 455,470,186
Less: Finance Cost 45,298,944 36,239,155 21,743,493 13,046,096
Add: Other Income 1,163,828 1,263,917 1,334,697 1,409,440
Profit Before Income Tax 280,476,964 310,144,377 363,549,556 443,833,530
Income Tax Expenses - - - 53,443,251
Current Tax - - - 20,365,563
Deferred Tax - - - 33,077,688
Net Profit After Tax 280,476,964 310,144,377 363,549,556 390,390,279
Other Comprehensive Income - - - -
Total Comprehensive Income for the Year 280,476,964 310,144,377 363,549,556 390,390,279
Earnings Per Share (EPS)- Basic 6.58 3.65 3.38 2.85
Place: Dhaka
Dated: January 27, 2020
Chartered Accountants
Shiraz Khan Basak & Co.
Prospectus of Beka Garments and Textile Limited Page | 157
CHAPTER XXII: USE OF PROCEEDS a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up;
Sources of Fund:
Issue Size (Number of Shares to be issued) Issue Price Amount in Taka
35,000,000 Shares Tk. 10.00 350,000,000
Less: IPO Expenses (Approx.) (21,981,500)
Net IPO Proceeds 328,018,500
Use of the net proceeds from the IPO:
Net proceeds from Initial Public Offering (IPO) will be used for Construction of Factory Building Expansion unit, Acquisition
of plant machinery, Bank Loan Repayment and for IPO Expenses.
The Details of which is stated as under:
Sl. No. Particulars Amount in TK
1 Construction of Factory Building Expansion unit 147,262,824
2 Acquisition of Plant and Machinery 80,755,676
3 Repayment of Bank Loan 100,000,000
4 IPO Expenses 21,981,500
Total 350,000,000
1. Construction of Factory Building Expansion unit:
Floor Area Approx. 42000 (21000*2) Sft with roof top of 2nd floor existing factory side.
Sl. No Item of Works Unit Quantity Rate Total Amount
A Mobilization
1 Labour Shed, Cement Go down , Toilet etc. 1.00 212,100.00 212,100
2 Marking for pile & Carth Cutting SFT 21,000 1.00 21,000
3 Office Expenses for AEPZA, Custom LS 1.00 244,000.00 244,000
Boundary & Sand Filling - -
4 Boundary SFT 12,000.00 305.00 3,660,000
5 Sand Filling Cft 800,000.00 19.00 15,200,000
RCC Work - -
Pill Work RFT 461.20 1,415.00 652,603
6 24" dia Pile RFT 6,160.00 1,415.00 8,716,400
7 20" dia pile RFT 3,220.00 1,260.00 4,057,200
8 Earth Cutting Cft 60,724.00 12.00 728,688
9 Pile Head Breaking Cft 2,402.41 183.00 439,641
10 Cement Concrete Cft 941.14 66.00 62,115
11 Pile Cap Casting Cft 6,435.09 365.00 2,348,808
12 Pile Cap Reinforcement Ton 32.57 64,300.00 2,094,251
13 Under Ground /Fire Water Tank, Septic Tank Cft 1,779.10 569.00 1,012,308
14 Lift Core Cft 140.90 569.00 80,172
15 Reinforcement Ton 6.38 76,500.00 488,070
16 Grade Beam Cft 4,035.32 480.00 1,936,954
17 Reinforcement for grade beam Ton 18.11 76,500.00 1,385,415
18 Ground Floor R.B.C Casting Cft 10,087.00 280.00 2,824,360
19 Reinforcement Ton 15.69 76,500.00 1,200,285
20 Earth Filling Cft 60,724.00 6.00 364,344
21 Sand Filling Cft 56,485.00 19.00 1,073,215
22 Bricks Flat Soling in /c fliir & Pile cap SFT 22,425.51 47.00 1,053,999
SUB-TOTAL - 49,855,927
B RCC Work: Ground Floor
1 Colum up to Plinth Cft 410.31 468.00 192,025
2 Colum Cft 1,692.00 468.00 791,856
3 Stair Cft 745.50 468.00 348,894
4 Beam Cft 3,007.92 476.00 1,431,770
5 Roof Slab Cft 13,091.60 450.00 5,891,220
6 Ground Floor Reinforcement Ton 73.73 76,500.00 5,640,345
SUB-TOTAL - 14,296,110
C RCC Work : 1st Floor - -
1 Colam Cft 1,692.00 470.00 795,240
2 Stair Cft 745.50 470.00 350,385
3 Beam Cft 3,007.92 430.00 1,293,406
Prospectus of Beka Garments and Textile Limited Page | 158
Sl. No Item of Works Unit Quantity Rate Total Amount
4 Slab Cft 13,091.60 428.00 5,603,205
5 Reinforcement Ton 117.99 83,136.00 9,809,217
SUB-TOTAL - 17,851,452
D RCC Work :2nd Floor - -
RCC Work - -
1 Colam Cft 1,211.40 470.05 569,423
2 Stair Cft 638.64 470.05 300,195
3 Beam Cft 899.29 470.05 422,715
4 Slab Cft 8,091.00 450.09 3,641,715
5 Reinforcement Ton 73.73 83,136.00 6,129,617
SUB-TOTAL - 11,063,666
E Over Head Water Tank - -
1 Rcc For Wall, Beam , slab etc CFT 613.98 1,536.00 943,073
2 Reinforcement for lintle /Sunshade Ton 3 73,145.00 219,435
- 1,162,508
F Work Ground Floor To 2ndFloor - -
1 10" or above M/Made brick work Cft 2,793.58 340.00 949,817
2 5" Bricks work Sft 5,680.00 130.00 738,400
3 5" B/W Machine Made Bricks work Sft 25,024.97 130.00 3,253,246
4 Pointing Works Sft 5,100.75 30.00 153,023
5 12-6 mm Plaster Sft 40,302.84 30.00 1,209,085
6 Plaster with NCF Sft 1,680.00 45.00 75,600
7 Grill Work Sft 2,244.91 196.00 440,002
8 Collaspssible Gate Sft 320.00 490.00 156,800
9 Stair Raling Sft 984.00 150.00 147,600
10 Thai Aluminum Window Sft 2,244.91 396.00 888,984
11 Thai Aluminum Door Sft 168.00 488.00 81,984
12 Floor hardonite Sft 20,191.00 85.00 1,716,235
13 Floor Tiles Sft 45,125.00 140.00 6,317,500
14 Floor Tiles Toilet Sft 4,040.00 140.00 565,600
15 Wall Tiles Toilet Sft 14,527.36 125.00 1,815,920
16 Stair Tiles Sft 4,698.29 150.00 704,744
17 Door Fram Wooden Sft 44.00 422.00 18,568
18 Door Shutter ( Flush) Sft 147.00 430.00 63,210
19 Door Shutter Sft 536.00 430.00 230,480
20 PVC Door no 107.00 4,880.00 522,160
21 MS Door no 4.00 7,320.00 29,280
22 Polish Work Sft 1,802.86 50.00 90,143
SUB-TOTAL - 20,168,381
G Paint Work - -
1 Plastic Paint (internal) Sft 119,313.75 25.00 2,982,844
2 Weather Coat (External) Sft 12,164.12 25.00 304,103
3 Enamel Paint Sft 3,367.36 18.00 60,612
SUB-TOTAL - 3,347,559
H Electrical & Sanitary Work - -
Plumbing & Sanitary 42,000.00 65.00 2,730,000
Electrical Light & Power 42,000.00 366.00 15,372,000
SUB-TOTAL 18,102,000
I Approach Road and Surface Drain
Approach Road RFT 59,529.00 180.00 10,715,220
Surface Drain RFT 1,000.00 500.00 500,000
SUB-TOTAL 11,215,220
J
Architectural and Structural Design-Drawings including elevation and section of building,
layout plan of column, beam, brick wall, toilet portion, steel structure of column head, Beam
parting & roof sheet details of doors, windows, parapet and drop walls
200,000
GRAND TOTAL (A+B+C+D+E+F+G+H+I+J) 147,262,824
Prospectus of Beka Garments and Textile Limited Page | 159
2. Acquisition of Plant and Machinery:
Sl
No Description Brand Model Q.T.Y
Unit
Price(Usd) Total Usd
Exchange
Rate
(Bdt)
Total Amount
In (BDT)
1 Singel Needle Juki 8700s 385 800.00 308,000.00 83.6 25,748,800.00
2 Over Lock 5t Juki Mo6716s 20 1,200.00 24,000.00 83.6 2,006,400.00
3 Over Lock 4t Juki Mo6700h 20 700.00 14,000.00 83.6 1,170,400.00
4 Dubble Needle Juki Lh3568a 12 3,300.00 39,600.00 83.6 3,310,560.00
5 Barteck Juki Lk1900al 10 2,880.00 28,800.00 83.6 2,407,680.00
6 Button Stitch Juki Lk91903a 13 2,900.00 37,700.00 83.6 3,151,720.00
7 Cycle Machine Juki Ams210elh 5 8,850.00 44,250.00 83.6 3,699,300.00
8 Eyelet Hole Juki Meb3200j 10 11,000.00 110,000.00 83.6 9,196,000.00
9 Flat Lock Juki Ma7723u1 10 1,200.00 12,000.00 83.6 1,003,200.00
10 Flat Lock (Sb) Juki Mf7823u1 10 3,274.00 32,740.00 83.6 2,737,064.00
11 Flat Lock (Hm) Juki Mf1823h1 10 3,275.00 32,750.00 83.6 2,737,900.00
12 Kansa Kansa Dfb1411pp 10 1,480.00 14,800.00 83.6 1,237,280.00
13 Kansa Loop Kansa Df1400 1h 12 1,295.00 15,540.00 83.6 1,299,144.00
14 Button Hole Juki Lbh 781u 10 1,700.00 17,000.00 83.6 1,421,200.00
15 Feet Of The Arm Juki Mh1261mf 11 1,700.00 18,700.00 83.6 1,563,320.00
16 Velcro Cutting Cutex Tbc-50r 10 800.00 8,000.00 83.6 668,800.00
17 Chain Stitch Juki Hn 380 16 600.00 9,600.00 83.6 802,560.00
18 Snap Button Artica Artica-80 12 450.00 5,400.00 83.6 451,440.00
19 Fusing Machine Hashima 600b 2 8,000.00 16,000.00 83.6 1,337,600.00
20 Thread Cutting
Machine
Unisum Us100 2
850.00 1,700.00 83.6 142,120.00
21 Compressor Box Juki 380f 2 2,380.00 4,760.00 83.6 397,936.00
22 Lay Cutting
Machine
Juki Ec3 4
379.24 1,516.96 83.6 126,816.57
23 Cutting Machine Km Km 5 1,125.00 5,625.00 83.6 470,250.00
24 Fabric Check
Machine
Ft Mx3 1
8,500.00 8,500.00 83.6 710,600.00
25 Recone Machine Rct B2000c 1 480.00 480.00 83.6 40,128.00
26 Piping Cutter
Machine
Aroston Artica-80 1
800.00 800.00 83.6 66,880.00
27 Cad Machine
Marker
Winda Winda 1
12,000.00 12,000.00 83.6 1,003,200.00
28 Compressor Komsan Dtek-30 1 8,500.00 8,500.00 83.6 710,600.00
29 Genarator Atlas 375k 2 30,000.00 60,000.00 83.6 5,016,000.00
30 Steeple Machine Artica Ar8080 2 500.00 1,000.00 83.6 83,600.00
31 Spot Drictor
Machine
Malkan Mlk65 1
3,632.00 3,632.00 83.6 303,635.20
32 Pp Machine Brother Senb230429-
D*20
2
600.00 1,200.00 83.6 100,320.00
33 Needle Drictor Hashima Hn-770g-100 1 9,800.00 9,800.00 83.6 819,280.00
34 Iron Maxl Maxl 8 61.00 488.00 83.6 40,796.80
35 Iron Table Malkan Malkan 7 250.00 1,750.00 83.6 146,300.00
36 Lockstitch Single
Needle
Sunstar Km-350 A/B
8 690.00 5,520.00 83.6 461,472.00
37 Button Attach Juki Mb-373 9 800.00 7,200.00 83.6 601,920.00
38 Cuff Machine Sunstar Km-380 2 900.00 1,800.00 83.6 150,480.00
39 Velcro Cutting Cutex Tbc-50r 3 1,500.00 4,500.00 83.6 376,200.00
40 Chain Stitch Juki Hn 380 5 700.00 3,500.00 83.6 292,600.00
41 Fusing Machine Hashima 600b 1 2,000.00 12,000.00 83.6 992,335.60
42 Hit Selling
Machine
Max 38*38 1
1,255.00 1,255.00 83.6 104,918.00
43 Boyler Machine Malkan Mlk50kw 1 19,700.00 19,700.00 83.6 1,646,920.00
Total 80,755,676
Prospectus of Beka Garments and Textile Limited Page | 160
BEKA Garments and Textile Limited
Statement of Use of Proceeds of IPO Fund
Repayment of Bank Loan
Sl.
No
Description of Loan Balance as on 31
December, 2019
Paid from
IPO Proceeds Name of Bank A/C Number
01. Trust Bank Limited Term Loan-2450 209,829,100 100,000,000
Total 209,829,100 100,000,000
b) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsor’s contribution and capital
raised of the issuer at the time of submission of a prospectus, in details with an indication of use of such funds in the financial
statements.;
This Fund has already deployed by the issuer in the following manner.
Accounting
Year Items
Amount in
BDT Reflected in Cash Flows
2009-2010 Preliminary Expenses
and Working process 3,400,000
In the statement of Cash Flows, this figure is included as
preliminary expenses.
2012-2013 Plant and machinery 57362330 In the Statement of Cash flows, the figure is included under
the head of Investing Activities.
2013-2014
Plant and machinery
166,460,122 In the Statement of Cash flows, the figure is included under
the head of Investing Activities.
2014-2015 24,677,548 In the Statement of Cash flows, the figure is included under
the head of Investing Activities.
2018-2019
Land Development 20,345,670 In the Statement of Cash flows, the figure is included under
the head of Investing Activities.
Plant and machinery 188,315,328 In the Statement of Cash flows, the figure is included under
the head of Investing Activities.
Factory Building 125,634,580 This figure is included in total amount of fixed Asset
acquired under the head of Investing Activities.
Bank Loan Repayment 60,000,000 In the Statement of Cash flows, the figure is included under
the head of Investing Activities.
Motor vehicle 25,767,323 In the Statement of Cash flows, the figure is included under
the head of Investing Activities..
Fire Extinguisher 15,006,959 In the Statement of Cash flows, the figure is included under
the head of Investing Activities.
Electric Installation 25,254,187 In the Statement of Cash flows, the figure is included
under the head of Investing Activities.
Fire Hydrant System 23,800,000 In the Statement of Cash flows, the figure is included
under the head of Investing Activities.
Boiler & Compressor 15,050,000 In the Statement of Cash flows, the figure is included
under the head of Investing Activities.
Furniture & Fixture 7,701,894 In the Statement of Cash flows, the figure is included
under the head of Investing Activities. Capital Raised Through
Bonus Share 49,999,500
Nil
2019-2020
Factory Building 41,224,559 In the Statement of Cash flows, the figure is included under
the head of Investing Activities.
Capital raised through
Bonus share 170,000,000
Nil
c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form of
investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief description of business and
financials of such venture;
The Company has no objects is an investment in a joint venture, a subsidiary, an associate or any acquisition.
d) If IPO proceeds are not sufficient to complete the project, the source of the additional fund must be mentioned. In this connection,
copies of contract to meet the additional funds are required to be submitted to the Commission. The means and source of the
financing, including details of bridge loan or financial arrangement, which may be repaid from the proceeds of the issue along
with utilization of such funds;
IPO proceeds are sufficient to complete the project.
Prospectus of Beka Garments and Textile Limited Page | 161
e) A schedule mentioning the stages of implementation and utilization of funds received through a public offer in a tabular form,
progress made so far, giving details of the land acquisition, civil works, installation of plant and machinery, the approximate
date of completion of the project and the projected date of full commercial operation etc. The schedule shall be signed by the
Chief Executive Officer or Managing Director, Chief Financial Officer and Chairman on behalf of Board of Directors of the issuer;
DECLARATION ABOUT THE UTILIZATION OF FUNDS RECEIVED THROUGH PUBLIC OFFER
Sl. No. Particulars Approximate date of
Completion of the projects
Projected date of full
commercial operation
1 Construction of Factory
Building Expansion unit Installation will be started
after receiving of IPO
Fund
Within 24 months after
receiving IPO Proceed
Within three months
of the completion of
the project 2 Acquisition of Plant and
Machinery
3 Repayment of Bank Loan Repayment of Bank Loan of
Trust Bank Limited Within 02 Month after receiving IPO fund
4 IPO Expenses Paid on trankly basis
Sd/-
Boby N Diaz
Managing Director
Sd/-
Sanjoy Roy
Chief Financial officer
Sd/-
Micky Diaz
Chairman
On behalf of Board OF Directors
f) If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used, such
as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall disclose the terms of such
contracts, and copies of the contracts shall be enclosed as annexure to the prospectus;
As per rule Annexure-E (B) (21) (f), there is no contract covering any of the activities of the issuer for which the proceeds of
the sale of securities are to be used.
g) If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of working capital
requirement along with the relevant assumptions, reasons for raising additional working capital substantiating the same with
relevant facts and figures and also the reasons for financing short with long-term investments and an item wise break-up of last
three years working capital and next two years’ projection;
The Company will not use any of the issue proceeds for working capital. So, this part is not applicable to the Company.
h) Where the issuer proposes to undertake one or more activities like diversification, modernization, expansion, etc. The total project
cost activity- wise or project wise, as the case, may be;
The proposed investment is for an expansion project to the existing product line of the company which has been mentioned in
use of IPO proceeds and projects implementation schedule. The company is undertaking no other activities like diversification,
modernization except this expansion.
i) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, if any, which
have already been implemented;
The company is planning to implement the project independently, at a time, not in a phased manner.
j) The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or project cost with
sponsors, Directors, key management personnel, associates and group companies;
There is no existing or anticipated material transaction in relation to utilization of the issue proceeds or project cost with
sponsors, Directors, key management personnel, associates and group companies.
k) Summary of the project appraisal/feasibility report by the relevant professionals not connected to the issuer, issue manager and
register to the issue with the cost of the project and means of finance, weaknesses, and threats, if any, as given in the appraisal
or feasibility report;
FEASIBILITY STUDY REPORT
OF
BEKA GARMENTS AND TEXTILE LIMITED
SUMMARY
1. Name of project: Beka Garments and Textile Limited
2. Location of the project: The Registered office of the Company is situated in PMP Plaza, 14, Kemal Ataturk
Avenue, Banani C/A, Dhaka-1213.The factory of the Company is located at Plot no-FS SFB 01, Adamjee Export
Processing Zone (AEPZ), Shiddirgonj, Narayangonj.
3. The project: Beka Garments and Textile Limited 100% Manufacturing and Export Oriented Garments. The
company was incorporated as a Private Limited Company on 07 October 2010 under the Companies act 1994.
Subsequently, the Company was converted into a Public Limited Company by shares on 23 October, 2018.The
company started its commercial operation 07 June, 2011. The principal activities of the company are manufacturing
and exporting readymade garments product. The company is specialized in manufacturing Long Pant, Jacket, Rain
Breaker, Short Pant, Swim Sports, Tennis Shorts, Running Shorts, 5 Pocket Basic Pants, Cargo Pants, Bermuda
Pants, Chino Pants, Jogger Pants, Jogging Pants, Padding Jackets, Softball Jackets, Windbreakers, Ski Jacket,
Prospectus of Beka Garments and Textile Limited Page | 162
Fleece Jacket, Trucker Jacket, Trucker Jacket with ZIP Detachable, Ladies Blouse, Ladies Cord Tops, Ladies Tops
etc.
4. Means of finance:
Items Retained Earnings Equity in share Total
Finance(BDT)
Initial Public Offer (IPO) - 35,000,000 350,000,000
Total - 35,000,000 350,000,000
5. Payback period: Payback period of the project 2.74 years.
6. Net Present Value (NPV): Net Asset Value considering 5 years’ operating result and discount rate19% stands Tk.
104,571 and considering discount rate 20% stands Tk. (6,776,764)
7. Internal Rate of Return (IRR): The project promises a financial rate of return about 19.02 % if it completed on
schedule.
8. Sensitivity Analysis: Sensitivity tests have done and the project withstands that tests.
9. Organization set-up: The overall management of the Company’s business will be vested in its Board of Directors.
The Managing Director will be CEO or the Company who will assume overall responsibility of day-to-day affairs of
the Company. He will be closely assisted by the other Directors of the Company for efficient management of the
Company. The job responsibility of the Management and employees will be clearly defined by the Managing Director
and also the board of Directors of the Company.
Board of Directors & Their Background:
Name Position
Micky Diaz Chairman
Boby N Diaz Managing Director
Bani Diaz Director
Jhonathan Brook Diaz Director
Ekhlasur Rahman Independent Director
10. Marketing strategy:
a. Industry awareness through round tables, discussion sessions and events.
b. Circulating corporate newsletter and brochure.
c. Showcasing company expertise in global forums and events.
d. Participates in local & international trade fair.
11. Purpose and design:
The proposal envisages setting up of a 100% export oriented woven project for manufacturing of initially to meet the
demand for 100% export oriented textile and garments industry in Local and International market. The main
machinery for the project will be imported from many foreign countries.
12. Capital Machinery:
The project will be equipped with most modern, and state of the art technology based to balanced machinery to be
imported from different countries.
13. Erection & Installation:
Installation and commissioning of the new machineries would be conducted under the direct supervision of foreign
erectors. A group of expert technicians will be there to assist the foreign team.
14. Technical services and quality control:
Availability of technical service and quality assurance services may be assumed with great certainty as Bangladesh has
got sufficient individuals expert in this industry whether operational or technical aspects.
15. Marketing Aspects
At present, Bangladesh is the 2nd largest countries in respect of export volume of garments product. Garments and
Textiles industry in Bangladesh gradually growing faster than any other countries. Beka Garments & Textile Limited
produce fine of quality of fleece woven garments from its own production plant which are equipped with most modern
technology machinery and using best method of operation by its skill and efficient technician. To scope with local and
international demand, Beka Garments and Textile Limited Engaged local and international marketing personnel to
deliver the product in due time and competitive price. Beka Garments and Textile Limited is a 100% Manufacturing &
export oriented woven Garments. BGTL sells its products through Letter of Credit (L/C) to the overseas markets. It is
serving many international buyers in the North American and the European markets and continues to strive in the highly
competitive apparel-manufacturing sector.
Prospectus of Beka Garments and Textile Limited Page | 163
The principal buyer of the Company is Sports world (USA), Sports direct(UK), Hanes (Germany), Springfield (Spain),
Gloria jeans (Russia), Publik D.O.O(Serbia), Cab Clothing Co. INC (Japan), Piazza Italia (Italy) etc. The Company won
many awards for its quality products and compliance with economy standards.
The company is using on an average 70% of its current production capacity. For utilizing maximum capacity, it has to
invest in most advanced machineries and need to employee well trained staff with sound technical knowledge in its
production process. Through raising capital, the company has invested a huge amount in up-gradation and development
of the products as well as it has deployed huge amount in sophisticated capital machineries, research and development
(R&D), etc. As a result, it could utilize more of its current capacity and could also increase its existing production
capacity. For this reason, we have projected increased sales and increased capacity in our Financial Projections.
16. Contribution to GDP:
On successfully completion of the project, it will contribute BDT.320 million to the Gross Domestic Product (GDP) of
Bangladesh.
17.Weaknesses:
a. No existence of local market: As we export, we have any local market developed yet.
b. Lack of coordination between different sectors: we have Lack of coordination between different sectors.
c. Electricity supply: Power supply is not stable in this country, may cause disruption to production and damage to
machineries.
18. Threat:
a. Lack of Power Supply: We have power supply shortage in our country. For business expansion, we need continuous
power supply such as gas and electricity to run our operation smoothly.
b. Competition: Global and local competition in this sector may affect the profitability of the company.
c. Political Unrest: In our country we have to experience political unrest. The Company and the whole industry will be
adversely affected if the political situation deteriorates
d. Increased International Competition: There is rivalry among the competitors to get the market share as maximum as
possible.
e. Availability of Fuel for Steam Generation: Bangladesh is going through natural gas crisis which might cause problem
in textile and garments sector.
19. Financial Projections:
The company has projected that the capacity utilization will be increased due to installation of new capital machineries as
well as increase in the market demand for constructing of pre-engineered steel structure building & supplying of various
raw materials connected to construction work. The Company will utilize its remaining capacity to meet the additional
market demand for products.
THE ASSUMPTIONS UNDERLYING THE EARNING FORECAST ARE AS UNDER:
Assumption Indicator Assumption Basis Assumptions Years (Amount in Taka)
2019-2020 2020-2021 2021-2022
Capacity In Increase (Pcs
Per year)
Capacity will be Increase due to
Introducing new Capital Machinery &
new Expansion unit.
346,000 1,519,100 2,679,800
Capacity Increase (%) 3.15% 13.41% 20.86%
Utilization of the Capacity Capacity Utilization will be almost same. 70.09% 71.42% 73.17%
Sales Revenue Increase
Sales Revenue will be Increased for
Increasing Quality, Quantity & Unit
Price of the Product.
5.00% 10.00% 15.12%
Operating Expenses
Operating Expenses will be Increase due
to increase of the production & Sales will
lead higher increase of the Operating
Expenses in 2020, 2021 & 2022
respectively.
6.21% 10.39% 11.01%
Fixed Asset Addition
Fixed Asset will be increase for the
purpose of production Increase to fill the
demand; all the assets will be added by the
BGTL won generated source except Tk.
228,018,500/-. from IPO Proceeds for the
Expansion of Factory Building, New
Capital Machinery.
264,706,736 253,422,096 543,083,503
IPO Proceeds Equity will be rise by Tk. 350,000,000
through IPO in 2020-2021. - 350,000,000 -
Prospectus of Beka Garments and Textile Limited Page | 164
Assumption Indicator Assumption Basis Assumptions Years (Amount in Taka)
2019-2020 2020-2021 2021-2022
Loan Repayment
About 10.00 Crore will be paid from IPO
Proceeds in 2020-2021 for Long Term
Loan of Trust Bank Limited & other
payment of Loan will be as per regular
payment by BGTL from its own source to
settlement of Bank Liabilities regularly.
11,571,796
116,224,234
17,930,706
Cash Surplus
The investments are projected according
to the IPO proceeds utilization. Without
further decision of the board regarding
investments the surplus of cash will be in
any Non-Current Asset, if any will be kept
in the form of short term marketable
securities, like govt. treasury bonds.
208,325,737
508,144,845
478,373,360
Dividend Dividend is not considered on Projection. - - -
Utilization of the Installed Capacity
The company is using on an average 70% of its current production capacity. For utilizing maximum capacity, it has to
invest in most advanced machineries and need to employee well trained staff with sound technical knowledge in its
production process. Through raising capital, the company has invested a huge amount in up-gradation and development
of the products as well as it has deployed huge amount in sophisticated capital machineries, research and development
(R&D), etc. It has also invested a huge amount in land development and factory building construction. As a result, it could
utilize more of its current capacity and could also increase its existing production capacity. After completion IPO proceeds’
utilization, the existing production capacity will also be increased a huge amount. As a result, existing sales and capacity
of production will also be increased.
Feasibility Report Enhanced Paid Up Capital
Beka Garments and Textile Limited
Statement of Financial Position (Projected)
As at 30 June,2020,2021 and 2022
Particulars Amount in BDT
30-Jun-19 30-Jun-20 30-Jun-21 30-Jun-22
Assets Audited
Non-Current Assets 1,576,868,826 1,640,014,775 1,835,437,597 2,096,063,920
Property, Plant and Equipment 1,384,849,526 1,539,938,512 1,675,128,703 2,086,587,931
Capital Working Progress 192,019,300 100,076,263 160,308,894 9,475,989
Current Assets 1,142,011,430 1,377,281,786 1,757,027,893 1,927,564,655
Inventories 452,970,587 465,217,437 511,739,181 588,500,058
Trade and Other Receivables 610,367,329 659,196,715 692,156,551 775,215,337
Advances, Deposits and Prepayments 10,141,713 44,541,897 44,987,316 85,475,900
Cash and Cash Equivalents 68,531,801 208,325,737 508,144,845 478,373,360
Total Assets 2,718,880,256 3,017,296,561 3,592,465,490 4,023,628,575
Shareholders' Equity and Liabilities
Shareholders' Equity 2,409,533,860 2,719,678,237 3,411,246,294 3,801,636,573
Share Capital 850,000,000 1,020,000,000 1,370,000,000 1,370,000,000
Retained Earnings 1,559,533,860 1,699,678,237 2,041,246,294 2,431,636,573
Non -Current Liabilities 177,824,373 176,046,129 76,046,129 96,148,834
Long Term Loan (Non-Current Portion) 177,824,373 176,046,129 76,046,129 63,071,146
Deferred Tax Liabilities - - - 33,077,688
Current Liabilities 131,522,023 121,572,195 105,173,067 125,843,168
Trade and Other Payables 23,910,402 23,408,823 22,885,175 22,334,476
Short Term Borrowings 25,267,667 25,036,856 26,585,952 29,132,878
Long Term Loan (Current Portion) 47,813,703 38,250,963 20,477,632 12,974,983
Current Tax Liabilities - - - 20,365,563
Liabilities for Expenses 34,530,250 34,875,553 35,224,308 41,035,268
Total Shareholders' Equity and Liabilities 2,718,880,256 3,017,296,561 3,592,465,490 4,023,628,575
Net Asset Value per Share (NAV) - Basic 28.35 26.66 24.90 27.75
Prospectus of Beka Garments and Textile Limited Page | 165
B. Statement of Profit or Loss and other Comprehensive Income (Proposed)
Particular
Amount in Taka
01 July 2018
To
30 June 2019
01 July 2019
To
30 June 2020
01 July 2020
To
30 June 2021
01 July 2021
To
30 June 2022
Audited
Revenue 2,163,412,780 2,271,583,419 2,498,741,761 2,876,551,515
Less: Cost of Goods Sold 1,678,884,652 1,756,615,458 1,927,279,520 2,212,931,081
Gross Profit 484,528,128 514,967,961 571,462,241 663,620,435
Less: Operating Expenses 159,916,049 169,848,346 187,503,888 208,150,249
Administrative Expenses 97,699,849 104,148,039 116,810,358 129,963,204
Marketing & Selling Expenses 62,216,200 65,700,307 70,693,531 78,187,045
Profit from Operation 324,612,079 345,119,615 383,958,353 455,470,186
Less: Finance Cost 45,298,944 36,239,155 21,743,493 13,046,096
Add: Other Income 1,163,828 1,263,917 1,334,697 1,409,440
Profit Before Income Tax 280,476,964 310,144,377 363,549,556 443,833,530
Income Tax Expenses - - - 53,443,251
Current Tax - - - 20,365,563
Deferred Tax - - - 33,077,688
Net Profit After Tax 280,476,964 310,144,377 363,549,556 390,390,279
Other Comprehensive Income - - - -
Total Comprehensive Income
for the year 280,476,964 310,144,377 363,549,556 390,390,279
Earnings Per Share (EPS)-
Basic 6.58 3.04 3.29 2.85
Conclusion & Recommendation:
The feasibility of the project has been conducted and analyzed from the viewpoint of marketing, financial, management &
economic aspects and found to be worthwhile. The projected financial results and the profitability estimated based on
historical data shows that the project is viable and lucrative. This projection will help the interested parties to have an idea
over the Beka Garments and Textile Limited (BGTL).
Place: Dhaka
Dated: January 28, 2020
Prospectus of Beka Garments and Textile Limited Page | 167
CHAPTER XXIII: LOCK-IN
Ordinary shares of the issuer shall be subject to lock-in, from the first trading date of the securities in the following manner:
1. All shares held by sponsors, directors and shareholders holding 10%(ten percent) or more, for 03 (three) years;
2. In case, any existing sponsor or director of the issuer transfers any share to any person, those transferred shares, for 03
(three) years;
3. All shares allotted to any person, before 4 (four) years or more of according consent to the public issue, other than the
persons mentioned in clause (a) and (b), for 01 (one) year;
4. All shares held by alternative investment funds, for 01 (one) year;
5. All shares held by any person, other than the shares mentioned in clause (a), (b), (c) and (d) above, for 02 (two) years:
Provided that ordinary shares converted from any other type of securities shall also be subject to lock-in as mentioned above;
a) Statement of securities to be locked in for each shareholder along with Bo account number, lock-in period and a number of
securities to be locked in.
The following table indicates the Lock-in status of the shareholders with BO account number, lock-in period, number of
securities of Beka Garments and Textile Limited:
SL.
No
Name of
Shareholder Address Position BO IDs
Total No. of
Shares
Pre-IPO
(%)
Lock
in
Period
1 Mr. Micky Diaz
PMP Plaza (2nd Floor), 14
Kemal Ataturk Avenue,
Banani, Dhaka-1213.
Chairman 1205590068660876 16,376,748 16.06% 3Years
2 Boby N Diaz Managing
Director 1605540067881803 15,959,484 15.65%
3Years
3 Jhonathan
Brook Diaz Director 1203490062857877 4,895,340 4.80%
3Years
4 Ms. Bani Diaz Director 1205590068795841 4,895,340 4.80% 3Years
5 Aileen Rachael
Pereira
PMP Plaza (2nd Floor), 14
Kemal Ataturk Avenue,
Banani, Dhaka-1213.
Shareholder 1205590068672484 214,433 0.21%
2Years
6 Andrea Jacob
PMP Plaza (2nd Floor), 14
Kemal Ataturk Avenue,
Banani, Dhaka-1213.
Shareholder 1205590068795791 120,000 0.12%
2Years
7 Abu Bakar
Siddique
PMP Plaza (2nd Floor), 14
Kemal Ataturk Avenue,
Banani, Dhaka-1213.
Shareholder 1205590068660817 120,000 0.12%
2Years
8 Aurun Kanti
Bisawas
PMP Plaza (2nd Floor), 14
Kemal Ataturk Avenue,
Banani, Dhaka-1213.
Shareholder 1205590068660769 120,000 0.12%
2Years
9 Md. Afzalur
Rahman
KA 54/1, Lichu Bagan
Jhor Sahara Khilkhet,
Dhaka
Shareholder 1605760062191691 657,000 0.64%
2Years
10 Md. Mahbuber
Rahman
13/7, ASA Tower,
Shymoli, Dhaka,
Bangladesh
Shareholder 1605760055660960 7,322,655 7.18%
2Years
11 Impex Trading
Company
House-13, Road-05,
Nikunja-01, Dhaka-1229. Shareholder 1203510062395504 528,000 0.52%
2Years
12 Mohammad
Haroon Kamal
House-07, Road-02, Post-
Gulshan-1212,Dhaka Shareholder 1605760062266230 720,000 0.71%
2Years
13 Md. Shaiful
Islam
House-15/G, Flat-5(D),
Road-07, Block-09,
Bashundhara R/A, Dhaka.
Shareholder 1605760066168441 120,000 0.12%
2Years
14 Shameem
Ahsan
Serenity-DG, House No.
CEN(e) 6, Road No-104,
Gulshan, Dhaka,
Bangladesh
Shareholder 1605760060638271 600,000 0.59%
2Years
15
Ahmed
Tawfiqur
Rahman Arnab
House: 384, Block: D,
Flat: 501, Road: 10, Akbor
Road Bashundhara R/A,
P.O: Gulshan, Badda,
Dhaka
Shareholder
1201960058384794 500,000 0.49%
2Years
16 T. M Jobaer Dakshinkan Roinjanpur,
Kalkini, Madaripur
Shareholder 1606060066302545 100,000 0.10%
2Years
17 Farjana
Rahman
House: 384, Block: D,
Flat: 501, Road: 10, Akbor
Shareholder 1201480064718872 500,000 0.49%
2Years
Prospectus of Beka Garments and Textile Limited Page | 168
SL.
No
Name of
Shareholder Address Position BO IDs
Total No. of
Shares
Pre-IPO
(%)
Lock
in
Period
Road Bashundhara R/A,
P.O: Gulshan, Badda,
Dhaka.
18 Global Shoes &
Textiles Ltd.
House: 127, Road: 10,
Block: C, Niketon,
Gulshan, Dhaka.
Shareholder 1606060066398721 1,000,000 0.98%
2Years
19 Md. Matiur
Rahman
Vill: Char Bahadurpur,
P.O: Sujabad - 8250,
Muladi, Barisal.
Shareholder 1606060042223806 400,000 0.39%
2Years
20 Howa Nur
Begum
House: 293, Senpara
Parbota, P.O: Mirpur -
1216, Kafrul, Dhaka.
Shareholder 1606060054792971 100,000 0.10%
2Years
21 Nurjahan
Begum
66/F, Indira Road,
Tejgoan-1215
Shareholder 1606060048408481 100,000 0.10%
2Years
22 Shammi Akther
Shibly
74/4, South Bashabo,
Sabujbag, P.O: 1214,
Dhaka.
Shareholder 1205150047103162 750,000 0.74%
2Years
23 Md. Majibur
Rahman
82/2/A-1, North Jatrabari
, Dhaka-1232
Shareholder 1605760066221003 100,000 0.10%
2Years
24 S M Khurshid-
Ul Alam
Vill-Kabariyabari, Post-
Kabariyabari-2054,
Sarishabari, Jamalpur
Shareholder 1606060066439098 50,000 0.05%
2Years
25 Md. Foysol
Alam
House-18, Road-15,
Sector-14, Uttara, Dhaka
Shareholder 1202020066335425 60,000 0.06%
2Years
26 Pro.Dr.
Suvamoy Datta
Flat No- 5A, House No-
273, Road No- 1/B, Block-
B, Basundhara R/A,
Dhaka-1229
Shareholder
1203490068525600 120,000 0.12%
2Years
27 Santona Dutta
House# 84, Lane# 08,
Block # E, Kalshi, Pallabi,
Mirpur-12
Shareholder 1204220068657781 100,000 0.10%
2Years
28 Sanjoy Roy
House-84, Road No-08,
Block-E, 4th Floor, Kalsi,
Mirpur
Shareholder 120422044690978 400,000 0.39%
2Years
29
Bangladesh
Finance And
Investment
Company
Limited
BaitulHossain Building
(2nd floor) 27,
DilkushaC/A, Dhaka-
1000,
Shareholder
1205150002440950 612,000 0.60%
2Years
30 BD Finance
Securities Ltd
64, Motijheel C/A (2nd
Floor), Dhaka-1000.
Shareholder 1205150043284418 312,000 0.31%
2Years
31 Anwar Ispat
Ltd
Baitul Hossain Building
(12th floor), 27 Dilkusha
C/A Dhaka-1000.
Shareholder 1205150021289581 12,000 0.01%
2Years
32
NRB Equity
Management
Limited
Al -Razi Complex, Suite#
G-602 & 603 (6th
Floor),166-167, Shaheed
Syed Nazrul Islam Sarani,
Purana Palton, Dhaka-
1000,
Shareholder
1605760062455351 1,080,000 1.06%
2Years
33 Sushil Chandra
Moldol
House# 38, Road# 11,
Sector#13, Flat# B-4,
Uttara, Dhaka
Shareholder 1201960064949113 60,000 0.06%
2Years
34 Abul Hasan Sonali 30/A, Nazmul Villa,
Shibgonj, Sylhet
Shareholder 1203590062584237 240,000 0.24%
2Years
35 Chandan Roy
House# 84, Lane# 08,
Block # E, Kalshi, Pallabi,
Mirpur-12
Shareholder 1204220067898901 500,000 0.49%
2Years
Prospectus of Beka Garments and Textile Limited Page | 169
SL.
No
Name of
Shareholder Address Position BO IDs
Total No. of
Shares
Pre-IPO
(%)
Lock
in
Period
36
Uttara Finance
& Investment
Ltd
JBC Tower (6th Floor)10,
Dilkusha, Dhaka-1000,
Bangladesh.
Shareholder 1204780000058758 9,600,000 9.41%
2Years
37 Md. Helal
Uddin Talukder
67/2, Ppioneer Road,
Kakrail, Dhaka-1219
Shareholder 1605580065386293 360,000 0.35%
2Years
38 Md.
Arifijjaman
Darikandi, PO-Karpara,
Nawabganj,Dhaka
Shareholder 1605580064132554 240,000 0.24%
2Years
39
Md. Bakiul
Karim
Majumder
Grece Haque Apt.F-H6,
162, East Rayer Bazar,
Dhaka-1209
Shareholder 1606060067615591 120,000 0.12%
2Years
40 Md. Razaul
Karim
Nurul Aminer Bari,
Neamat Ali Shahi Mazar,
CTG.
Shareholder 1201960066614991 120,000 0.12%
2Years
41 Md. Saifuddin
Khaled
Mawlana Shamsuddin
House, West Katghar,
Hindu Para, 2 No. Lane,
Potenga
Shareholder
1201960066219583 240,000 0.24%
2Years
42 Abdullah Al
Mamun
Mabud Shwagorer Bari,
Mabud Shwagorer Road,
North Potenga, East
Katgor, Chottogram
Shareholder
1201950067401645 120,000 0.12%
2Years
43 Md. Saiful
Azam Dhaka.
Shareholder 1201490057651051 72,000 0.07%
2Years
44
Mirza
Mohammad
Mamun Sadat
House:1086,Road 6Nem,
Avenue 8,Mirour DOHS,
Dhaka
Shareholder 1203970062251521 72,000 0.07%
2Years
45
Shah
Muhammad
Itteda Hasan
Dhaka.
Shareholder 1201770062699455 72,000 0.07%
2Years
46
Popular Life
Insurance
Company Ltd.
36, Dilkusha C/A, Peoples
Insurance Bhaban (17th
Floor) Dhaka -1000.
Shareholder 1201520000045409 2,400,000 2.35%
2Years
47 Ananda
Jewelers
79,Chittagong Shopping
Complex(1st floor),
Sholoshahar
Shareholder 1201950066116634 120,000 0.12%
2Years
48 Brothers
Trading
Arabpur Mor, Ward
No.05, Kotwali, Khulna
Division
Shareholder 1201590060336809 300,000 0.29%
2Years
49
Abu Taiyab
Mohammad
Tahmidur
Rahman
House-05, Road-05,
Sector-13, Uttara, Dhaka.
Shareholder
1201560008006821 60,000 0.06%
2Years
50 Bengal Assets
Holdings Ltd
191, SK Mujib Road,
Nahar Manjil (1st Floor),
Agrabad, Chottogram.
Shareholder 1205950067422023 9,864,000 9.67%
2Years
51 Ashok Kumer
Pandit
100, East Bashabo,
Sabujbag, Dhaka
Shareholder 1606060068177510 60,000 0.06%
2Years
52 Raquibul
Hassan
Flat#C-5, Dominno
Ammiri 120/A, Monipuri
Para
Shareholder 1201950067989316 120,000 0.12%
2Years
53
Kazi
Mostafizur
Rahman
Flat # 3A, House # 18,
Road # 4, Section # 13,
Uttara
Shareholder 1606060067222556 360,000 0.35%
2Years
54 Kazi Abu
Taher
117/A, Rishikesh Das
Road, Laxmi Bazar,
Dhaka -1000
Shareholder 1203140063401803 120,000 0.12%
2Years
55 Mohammad
Fakrul Alam
58/E, Customs Officers
Quarter, Banani Raod no-
02, Gulshan, Dhaka-1213
Shareholder 1205150062036961 120,000 0.12%
2Years
Prospectus of Beka Garments and Textile Limited Page | 170
SL.
No
Name of
Shareholder Address Position BO IDs
Total No. of
Shares
Pre-IPO
(%)
Lock
in
Period
56 Md. Fazlul
Haque
Ka-31, Sarker Bari Road(1
st Floor), Nadda, Gulshan,
Dhaka
Shareholder 1606060067240634 120,000 0.12%
2Years
57 Nasrin Akter
Ka-31, Sarker Bari
Road(1st Floor), Nadda,
Gulshan, Dhaka
Shareholder 1201960063798191 120,000 0.12%
2Years
58 Md. Rustom
Ali Howlader
Ka-31, Sarkar Bari Road,
Narda, Gulshan, Dhaka-
1212
Shareholder 1606060067274883 118,800 0.12%
2Years
59 Md.
Rashiduzzaman
Vill - Bahadurpur, PO -
Sujabad, Muladi, Barishal.
Shareholder 1205150054201081 74,400 0.07%
2Years
60 Md. Riaz
Haider
House-113/2,West Shawra
Para, Mirpur, Dhaka –
1216
Shareholder 1605550063654091 60,000 0.06%
2Years
61 Mamun
Hossain
Vill - Sreepur, Afaz Uddin
Dorctor Bari, P.O -
Ramgonj, Ramgonj,
Lakshmipur- 3720
Shareholder
1204120026870188 24,000 0.02%
2Years
62 Jannatun Nesa 362/B, Khilgaon Taltola,
Rampura, Dhaka-1219
Shareholder 1605070043500637 60,000 0.06%
2Years
63 Md. Nizamul
Haque
House -Talukdar Bari,Vill.
- Sripoti Kathi, PO -
Kewra, Dist - Jhalokathi
Shareholder 1202210005096088 180,000 0.18%
2Years
64 Md. Shakhawat
Hossain (Arif)
House - Flat J-11, Rangs
Anamika, Road-9, Gopi
Kishen Lane, Wari,
Dhaka-1203
Shareholder
1205200004214150 60,000 0.06%
2Years
65 Md. Ashiqur
Rahman
House- 4/4, Flat – 1A,
Block – C, Lalmatia,
Dhaka
Shareholder 1202610057685803 360,000 0.35%
2Years
66 Md. Abdur
Razzak
390/B, S.K.Vally,
Khilgaon, Dhaka Shareholder 1203390034541484 120,000 0.12%
2Years
67
Mohd.
Mahbubul
Alam
47, Santinagar, Palton,
Dhaka-1217 Shareholder 1606060067256259 60,000 0.06%
2Years
68 Jabia Zahan 47, Shantinagar, Palton,
Dhaka – 1217 Shareholder 1606060067256093 60,000 0.06%
2Years
69 Md.Shamim
Hasan
House-113, Road -6,
Block-B,
Basundhara R/A, Dhaka
Shareholder 1606060057259905 144,000 0.14%
2Years
70 Md. Hasan
Imam
House-62, Road-10, Merul
Badda, Dhaka-1212 Shareholder 1205590064186096 31,200 0.03%
2Years
71 Md.Ruhul
Amin Mollah
House-41/A, Flat-11-B,
Zigatola, Dhanmondi,
Dhaka-1209
Shareholder 1203260056900702 240,000 0.24%
2Years
72 Md. Soyeb
Hasan
House- 28/C East
Noyatola, Magbazar,
Ramna, Dhaka-1218
Shareholder 1201520043180127 126,000 0.12%
2Years
73 Sultana Parvin
House-463,Road-7,Block-
H,Bashundhara R/A,
Dhaka
Shareholder 1203000028487590 120,000 0.12%
2Years
74 Md. Mansur
Kabir
House # 74, Road # 8,
Section # 11, Uttara,
Dhaka-1230
Shareholder 1201960034096129 72,000 0.07%
2Years
75 Md. Arifur
Rahman
House - 50/D, Road - 3,
Block - D, Bashundhara
R/A, Dhaka
Shareholder 1605650050395823 120,000 0.12%
2Years
Prospectus of Beka Garments and Textile Limited Page | 171
SL.
No
Name of
Shareholder Address Position BO IDs
Total No. of
Shares
Pre-IPO
(%)
Lock
in
Period
76 Md. Jahangir
Hossain Mollah
House - 50/D, Road - 3,
Block - D, Bashundhara
R/A, Dhaka
Shareholder 1203690058573623 240,000 0.24%
2Years
77 Siran Bin
Sarwar
House - 1091, Block - C,
Meraz Nagor, PO -
Faridabad. KadamTali,
Dhaka-1362
Shareholder 1203490064427973 60,000 0.06%
2Years
78 Md. Baktiar
Uddin
House-18, R-Polashpur
02, Block-D, Polashpur,
Donia, Shampur, Dhaka
Shareholder 1606060067338851 60,000 0.06%
2Years
79 Md. Towhidur
Rahman
887 Ibrahimpur, Kafrul,
Dhaka Can’t Dhaka-1206. Shareholder 1606060067291528 58,800 0.06%
2Years
80 Md. Didar
Alam
Vill & PO # Chandora,
Kaliakoir, Gazipur-1751 Shareholder 1204780064856552 60,000 0.06%
2Years
81 Abu Sadat Md
Sayem
Flat#A-11,House#04,
Road#141, Gulshan-1,
Dhaka
Shareholder 1205150032242749 600,000 0.59%
2Years
82 Md. Azharul
Islam Khan
56/KA, South Mugda,
Dhaka-1214 Shareholder 1204560019913705 120,000 0.12%
2Years
83 BRB Securities
Limited
Flat-3E, Housse-28, Road-
9/A, Dhanmondi R/A,
Dhaka-1209
Shareholder 1203910038355843 1,200,000 1.18%
2Years
84 Marjahan
Akter
18,Joynagar Lane No. 1,
Chawkbazar, Chittagong Shareholder 1601880032945622 240,000 0.24%
2Years
85
Bikrampur
Potato Flackes
Industries Ltd.
51, Central Road,
Dhanmondi, Dhaka-1205 Shareholder 1606060066336438 1,956,000 1.92%
2Years
86 Md. Jahirul
Islam Jewel
Flat no : Padma 02,
Bondhon Tower 01, 31/17,
Middle Pickpara, Mirpur,
Dhaka-1000
Shareholder 1205950068167374 120,000 0.12%
2Years
87
Chittagong
Pasticides &
Fisheries Ltd
Sayedia Mansion (2nd
Floor), Mugultoly, P.O-
Bandar-100, Agrabad,
Chittgang
Shareholder 1205950068190580 3,831,800 3.76%
2Years
88 Kajal saha
195/2/2, Tejkunipara, 4th
Floor, Tejgaon, Dhaka-
1215
Shareholder 1203490067951385 132,000 0.13%
2Years
89 Mohammad
Atiqul Alam
House # F 2/3, 5th Floor,
CDA Residencial
AreaRoad # 25/1, Bandar,
Chittagong
Shareholder 1202590065496813 180,000 0.18%
2Years
90 Alak Chandra
Sarkar
Flat-E-4, Sky View
Kakoli, 23 Siddeshwari
Road, Dhaka-1217
Shareholder 1203010063067778 180,000 0.18%
2Years
91 Rabindra Nath
Sarker
House # 5, Road # 5,
Kaderabad Housing
Mohammadpur, Dhaka
Shareholder 1204480067268488 180,000 0.18%
2Years
92 Md. Saiful
Islam
A #4, H# 15/1, R#14,
Gulshan-1 Shareholder 1203490068009921 240,000 0.24%
2Years
93 Md. Shafiqur
Rahman
House # 287/4, Apt # A4,
Road # 07, Cantonment
Bazar, Dhaka Cantonment,
Dhaka
Shareholder 1203490062153110 120,000 0.12%
2Years
94 Shamima Nasir A #4, H# 15/1, R#14,
Gulshan-1 Shareholder 1203490068011029 120,000 0.12%
2Years
95 Mallik
Rowshan Alam
972, Shewrapara, Mirpur,
Dhaka-1216 Shareholder 1205720059191527 60,000 0.06%
2Years
Prospectus of Beka Garments and Textile Limited Page | 172
SL.
No
Name of
Shareholder Address Position BO IDs
Total No. of
Shares
Pre-IPO
(%)
Lock
in
Period
96 Farhana Parvin 972, Shewrapara, Mirpur,
Dhaka-1216 Shareholder 1205720000326401 60,000 0.06%
2Years
97 A.K.M
Ehsanullah
88, Kowlar, Post #
Khilkhet, PS #
Dakkinkhan , Dhaka-1229
Shareholder 1205720068067338 36,000 0.04%
2Years
98 Md. Rakibul
Hasan
Jiban Bima Bhaban ( GR
Floor), 10, Dilkusha,
Dhaka
Shareholder 1605640068134724 60,000 0.06%
2Years
99 Md. Sadeq-uz-
zaman
Jhouse # 17, Road # 1,
Section # b11, Uttara,
Dhaka
Shareholder 1201950062988611 60,000 0.06%
2Years
100 Md. Sanirul
Islam
Road # 03, House # 50
(B+C), Block # D,
Basundhara
Shareholder 1203690067357356 120,000 0.12%
2Years
101 Ruma Sarker
Flat # 4B, House # 02,
Chamelibag, Shantinagar,
Dhaka
Shareholder 1205150066499024 120,000 0.12%
2Years
102 Mohammad
Asraful Alam
29/B, Uttar Kamalapur,
Motijheel, Dhaka Shareholder 1202590063170065 120,000 0.12%
2Years
103 Juran Chandra
Bhowmik
House # 362, RD No # 5,
Ave #4, Mirpur DOHS,
Dhaka
Shareholder 1605580067714647 600,000 0.59%
2Years
104 Mir Md. Zainul
Abedin Shibly
Zia Villa, 63/1 West
Dhanmondi, Sankar,
Dhaka-1207
Shareholder 1205150055150387 100,000 0.10%
2Years
105 Md. Shamsul
Haque
House-50, Road-1, Sector-
9, Uttara, Dhaka Shareholder 1201690000776633 100,000 0.10%
2Years
106 Monzurul
Kabir
588,Town
Kalikapur,Mazgrame
Sarak
Shareholder 1205590068607775 50,000 0.05%
2Years
107 SK Trims &
Industries Ltd.
45, Madrasha Road,
111/33, Tilargati, Tongi,
Gazipur-1712.
Shareholder 1606060066341566 1,200,000 1.18%
2Years
108 Salma House:301/1,Shajahanpur,
Shantinagar-1217.
Shareholder 1203110068810231 500,000 0.49%
2Years
109 Md. Alamgir
Hossain
Flat-B-7, Firoza Rose, 12
Eskaton , Dhaka-1000.
Shareholder 1201520058015599 1,360,000 1.33%
2Years
110 Shaheda Aktar 503 & 512, Agrabad Access
Road, Chittagong.
Shareholder 1204950051567078 550,000 0.54%
2Years
111 Helen Rahman House: 13/7/KA, Road:02,
Shymoli, Dhaka
Shareholder 1605760068903299 400,000 0.39%
2Years
112 Momena
Ferdous
Al-Kawser Printers, 167,
Motijheel.
Shareholder 1204220063911298 100,000 0.10%
2Years
113 Md. Shahriar
Hasan
C/O Mowlana Shamsudins
House, North Patenga,
Khatgor, Ctg- 4204
Shareholder
1201950062692511 50,000 0.05%
2Years
114 A.K.M Monir
Ahamed
45/1 R.K. Mission Road,
Gupibag.
Shareholder 1202550068829966 100,000 0.10%
2Years
Total 102,000,000 100.00%
Prospectus of Beka Garments and Textile Limited Page | 173
CHAPTER – XXIV
MARKETS FOR THE SECURITIES BEING OFFERED
Prospectus of Beka Garments and Textile Limited Page | 174
CHAPTER XXIV: MARKETS FOR THE SECURITIES BEING OFFERED:
STOCK EXCHANGES:
The issuer shall apply to the following bourses for listing shares within 7 (seven) working days from the date of consent accorded
by the Commission to issue the prospectus:
DHAKA STOCK EXCHANGE LIMITED (DSE)
9/F, Motijheel C/A, Dhaka‐1000; and
CHITTAGONG STOCK EXCHANGE LIMITED (CSE)
CSE Building,1080 Sheikh Mujib Road, Chittagong.
DECLARATION ABOUT LISTING OF SHARES WITH THE STOCK EXCHANGE (S):
None of the Stock Exchanges, if for any reason, grant 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 exchange, or from the date of expiry of the said 75 (seventy-five) days, as the case may be.
In case of non‐refund of the subscription money within the aforesaid fifteen days, the Company Directors, in addition to the
issuer Company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2%
(two percent) per month above the bank rate, to the subscribers concerned.
The issue managers, in addition to the issuer Company, shall ensure due to compliance of the above-mentioned conditions and
shall submit compliance report thereon to the Commission within seven days of the expiry of the aforesaid fifteen days ‘time
period allowed for a 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.
THE ISSUE SHALL BE PLACED IN “N” CATEGORY WITH DSE & CSE
Prospectus of Beka Garments and Textile Limited Page | 175
CHAPTER–XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING
OFFERED
Prospectus of Beka Garments and Textile Limited Page | 176
CHAPTER XXV: DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED:
All types of securities outstanding or being offered with a date/proposed date of such issue and to whom those are offered, number
of securities and issue/offer price along with the following information:
a) Dividend, voting and preemption rights;
The Share Capital of the Company is divided into Ordinary Shares, carrying equal rights to vote and receive the 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 rights in person or by proxy in connection with, among others, the election of Directors& Auditors’
and other usual agenda of General Meeting – Ordinary or Extraordinary. On a show of hand, every shareholder presents in person
and every duly authorized Nominee Director of a shareholder present at a General Meeting shall have one vote and on a poll
every shareholder present or by proxy shall have one vote for every share held by him or her. In the 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 BSEC from time to time.
b) Conversion and liquidation rights;
In terms of 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 the transfer of shares.
No transfer shall be made to a firm, an infant or person of unsound mind.
c) Dividend policy;
i. The profit of the Company, subject to any special right relating thereto created or authorized to be created by the
Memorandum 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.
ii. No large dividend shall be declared that 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.
iii. No dividend shall be payable except out of the profits of the Company or any other undistributed profits. The dividend
shall not carry interest as against the Company.
iv. 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.
v. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer.
vi. No limitation in payment of the dividend is stipulated in any debt instrument or otherwise.
d) Other rights of the securities holders;
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 the 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 per law and International Accounting Standard to the
shareholders regarding the financial and operational position of the Company. The shareholders shall have the right to receive
all periodical statement and reports, audited as well as un-audited, published by the Company from time to time. The
shareholder holding minimum of 10% shares of paid-up capital of the Company shall have the right to requisition
extraordinary General Meeting of the Company as provided in section 84 of the Companies Act 1994.
Prospectus of Beka Garments and Textile Limited Page | 178
A. The latest financial statements prepared and audited by the Commission’s panel auditors in adherence to the provisions of the
Securities and Exchange Rules, 1987, the Companies Act, 1994, International Financial Reporting and Auditing Standards as
adopted in Bangladesh from time to time and Financial Reporting Act; Independent Auditor’s Report
To the Shareholders of
Beka Garments and Textile Limited
Report on the Audit of the Financial Statements.
Opinion
We have audited the Financial Statements of Beka Garments and Textile Limited (the Company), which comprise the
Statement of Financial Position as at 31 December 2019, and Statement of Profit or Loss & Other Comprehensive Income,
Statement of Changes in Equity and Statement of Cash Flows for the period from 01 July 2019 to 31 December 2019 then
ended, and Notes, comprising a summary of significant accounting policies and other explanatory information thereto.
In our opinion, the accompanying Financial Statements give true and fair view, in all material respects, of the Financial
Position of the company as at 31 December 2019, and its financial performance and its cash flows for the period then ended
in accordance with International Financial Reporting Standards (IFRS), The Companies Act 1994, The Securities and
Exchange Rules 1987 and other applicable laws and regulations.
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those
standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our
report. We are independent of the company in accordance with the ‘International Ethics Standards Board for Accountants’
Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our
audit of the financial statements in Bangladesh, and we have fulfilled our other ethical responsibilities in accordance with the
IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
opinion.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the Financial
Statements of the current period. These matters were addressed in the context of our audit of the Financial Statements as a
whole, and informing our opinion thereon, and we do not provide a separate opinion on these matters.
Risk Our response to the risk
Revenue Recognition
At period-end the reported total revenue of Tk.
1,063,699,254
The company generates revenue from the sale of goods to
export customers. The timing of the revenue recognized and
realized increases the risk of exposure of revenue to foreign
exchange fluctuations.
There is also a risk that revenue may be overstated
/understated due to the timing differences Between L/C
opening and goods exported. We identified revenue recognition as key audit matter as it
is one of the key performance indicators of the Company,
which give rise to an inherent risk of the existence and the
accuracy of the revenue.
.
We have tested the design and operating effectiveness of
key controls focusing on the following:
Obtaining an understanding of and assessing the design
and operating effectiveness of controls designed to
ensure that revenue is recognized in the appropriate
accounting period.
Segregation of duties in invoice creation and
modification and timing of revenue recognition.
Assessing the appropriateness of the Company’s
accounting policies for revenue recognition and
compliance of those policies with applicable accounting
standards.
Obtain supporting documentation for sale transaction
recorded either side of year-end to determine whether
revenue was recognized in the current period.
Comparing a sample of revenue transactions
recognized during the year with the sale invoices and
other relevant underlying documentation.
Critically assessing manual journals posted to revenue
to identify unusual or irregular items, and finally
assessed the appropriateness and presentation of
disclosures against relevant accounting standards.
Please see note no. 18 to the Statement of profit or loss & other Comprehensive Income.
Valuation of Inventory
Prospectus of Beka Garments and Textile Limited Page | 179
Risk Our response to the risk
As at 31 December 2019, The reported amount of
inventory is Tk. 46,85,95,155 held in plants, warehouses.
On the reporting date, inventories are carried at the lower
of cost and net realizable value. As such, the companies
apply judgment in determining the appropriate values of
Inventory in accordance with International Accounting
Standards.
Considering the risk as stated above the valuation of
Inventory is a key audit matter to the Financial
Statements.
We verified the appropriateness of management’s
assumptions applied in calculating the value of the
inventory as per International Accounting Standard (IAS)
by:
Evaluating the design and implementation of key
inventory controls operating across the factory,
warehouse.
Attending inventory counts and reconciling the count
results to the inventory listing to test the accuracy of
data.
Along with inventory count we checked whether the
inventories were maintained in good condition and
maintaining all compliances.
Reviewing the historical accuracy of inventory
provisioning and the level of inventory write-offs
during the year
Obtaining a detailed review with the subsequent sales
to compare with the net realizable value.
Please see note no. 06 to the Financial Statements
Valuation of Property, Plant and Equipment
The carrying value of the PPE is Tk. 144,30,57,253 as at 31
December, 2019. The valuation of PPE was identified as a
key audit matter due to the significance of this balance to
the Financial Statements.
The expenditures are classified as an asset, if it is probable
that the future economic benefits associated with the item
will flow to the entity and the cost of the item can be
measured reliably.
The useful lives of PPE items are based on management’s
estimates regarding the period over which an asset is
expected to be available for use. The estimates of the useful
life of the assets is a matter of judgments based on the
experience of the entity with similar assets and also take
into consideration the physical condition of the assets.
Our audit included the following procedures:
We assessed whether the accounting policies in
relation to the capitalization of expenditures are in
compliance with IFRS and found them to be
consistent.
We obtained a listing of capital expenditures incurred
during the year and, on a sample basis, checked
whether the items were procured during the year.
We verified the invoices and L/C documents on
sample basis to segregate the capital and operating
expenditure and found that the transactions are
appropriately classified.
We evaluated whether the useful lives determined
and applied by the management were in line with the
nature of assets, the physical condition of the assets
and its uses.
We checked whether the depreciation of PPE items
was commenced from the date of ready to use and
found the depreciation had been started accordingly.
Please see note no. 4 to the Financial Statements
Long Term Loan & Short Term Loan
As at 31 December 2019, the reported amount of total long-
term loan and Short-term loan is Tk. 209,829,100 (Current
& Non-current portion) & Tk. 28,100,519 respectively. The
company borrowed fund from various Bank & Non-
banking financial institutions for the purpose of acquisition
of non-current assets and working capital as well.
The company may face difficulties due to unfavorable
movement in interest rate, monetary policy and adverse
variance between import & export that may result in short-
term cash flow crisis.
We have tested the design and operating effectiveness of
key controls focusing on the following:
Obtaining an understanding of and assessing the
design and operating effectiveness of controls designed
to ensure the proper use of loan.
We verified sanction letter, loan schedule and bank
statements to confirm the loan outstanding and found
that the balance had been reported in the Financial
Statements accurately. We also submit the balance
confirmation to the respective banks and financial
institutions
We also checked the financial expenses and
classification of loan and repayment schedule as well.
We had checked the recording date of transactions and
found the recording date is in line with the loan
disbursement date. We also confirmed that the
company had paid its instalments within due time.
Please see note no. 13 & 15 to the Financial Statements
Prospectus of Beka Garments and Textile Limited Page | 180
Other Information
Management is responsible for the other information. The other information comprises all of the information in the annual
report other than the Financial Statements and our auditor’s report thereon. The directors are responsible for the other
information.
Our opinion on the financial statements does not cover the other information and we do not express any form of assurance
conclusion thereon.
In connection with our audit of the Financial Statements, our responsibility is to read the other information and, in doing so,
consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in
the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information we are required to report that fact. We have nothing to report in this
regard.
Responsibilities of Management and Those Charged with Governance for the Financial Statements and Internal Controls
Management is responsible for the preparation and fair presentation of the Financial Statements in accordance with IFRSs,
The Companies Act 1994, The Securities and Exchange Rules 1987 and other applicable laws and regulations and for such
internal control as management determines is necessary to enable the preparation of Financial Statements that are free from
material misstatement, whether due to fraud or error. The Companies Act, 1994 require the management to ensure effective
internal audit, internal control and risk management functions of the company.
In preparing the Financial Statements, management is responsible for assessing the company’s ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless
management either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.
Those charged with governance are responsible for overseeing the company’s financial reporting process.
Auditor’s Responsibilities for the Audit of the Financial Statements
Our objectives are to obtain reasonable assurance about whether the Financial Statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually
or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these
Financial Statements.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:
Identify and assess the risks of material misstatement of the Financial Statements, whether due to fraud or error, design
and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to
provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for
one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the company’s internal
control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related
disclosures made by management.
Conclude on the appropriateness of management’s use of the going concern basis accounting and, based on the audit
evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt
on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are
required to draw attention in our auditor’s report to the related disclosures in the Financial Statements or, if such
disclosers are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date
of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going
concern.
Evaluate the overall presentation, structure and content of the Financial Statements, including the disclosures, and
whether the Financial Statements represent the underlying transactions and event in a manner that achieves fair
presentation.
Prospectus of Beka Garments and Textile Limited Page | 181
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities
within the company to express an opinion on the Financial Statements we are responsible for the direction, supervision
and performance of the company audit. We are solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements
regarding independence, and communicate with them all relationships and other matters that may reasonably be thought to
bear on our independence, and where applicable, related safeguards.
From the matters communicated with those charged with governance, we determine those matters that were of most
significance in the audit of the Financial Statements of the current period and are therefore the key audit matters. We describe
these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse
consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.
Report on other Legal and Regulatory Requirements
In accordance with the Companies Act 1994, and The Securities and Exchange Rules 1987 and relevant notifications issues
by Bangladesh Securities and Exchange Commission, we also report that:
a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary
for the purpose of our audit and made due verification thereof;
b) In our opinion, proper books of accounts, records and other statutory books as required by law have been kept by the
company so far as it appeared from our examinations of those books;
c) The Statement of Financial Position, Statement of Profit or Loss & Other Comprehensive Income and Statement of
Changes in Equity and Statement of Cash Flows of the Company dealt with by the report are in agreement with the
books of accounts and returns; and
d) The expenditure incurred was for the purpose of the Company’s business.
Dated: 26 January, 2020 Shiraz Khan Basak & Co.
Place: Dhaka Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 182
Beka Garments and Textile Limited
Statement of Financial Position
As at 31 December 2019
Particulars Notes Amount in Taka
31 Dec, 2019 30 June, 2019
ASSETS
Non-Current Assets 1,617,771,694 1,576,868,826
Property, Plant and Equipment 4.00 1,443,057,253 1,384,849,526
Capital Work In Progress 5.00 174,714,441 192,019,300
Current Assets 1,218,460,744 1,142,011,430
Inventories 6.00 468,595,155 452,970,587
Trade and Other Receivables 7.00 607,300,170 610,367,329
Advances, Deposits and Pre-Payments 8.00 53,725,167 10,141,713
Cash and Cash Equivalents 9.00 88,840,252 68,531,801
Total Assets 2,836,232,438 2,718,880,256
SHAREHOLDER's EQUITY AND LIABILITIES
Shareholders' Equity 2,541,041,497 2,409,533,860
Share Capital 10.00 1,020,000,000 850,000,000
Retained Earnings 11.00 1,521,041,497 1,559,533,860
Share Money Deposit 12.00 - -
Non-Current Liabilities 184,612,300 177,824,373
Long Term Loan (Non-Current Portion) 13.00 184,612,300 177,824,373
Current Liabilities 110,578,641 131,522,023
Trade and Other Payables 14.00 23,472,833 23,910,402
Short Term Borrowings 15.00 28,100,519 25,267,667
Bank Overdraft/SOD 16.00 - -
Current Portion of Long Term Loan 13.00 25,216,800 47,813,703
Liabilities for Expenses 17.00 33,788,489 34,530,250
Total Shareholder's Equity & Liabilities 2,836,232,438 2,718,880,256
Net Assets Value (NAV) per Share 25.00 24.91 28.35
The accounting policies and explanatory notes are an integral part of the Financial Statements.
Sd/-
Chairman
Sd/-
Managing Director
Sd/-
Chief Financial Officer
Sd/-
Company Secretary
Signed as per our annexed report on even date.
Dated: 26 January, 2020
Shiraz Khan Basak & Co.
Place: Dhaka Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 183
Beka Garments and Textile Limited
Statement of Profit or Loss and Other Comprehensive Income
For the period ended 31 December 2019
Particulars Notes
Amounts in Taka
01 July 2019 To
31 Dec. 2019
01 July 2018 To 31
Dec. 2018
01 Oct. 2019 To 31
Dec. 2019
01 Oct. 2018 To 31
Dec. 2018
Revenue 18.00 1,063,699,524 1,076,589,973 531,583,704 539,637,368
Less: Cost of Goods Sold 19.00 (836,846,196) (841,659,976) (418,840,054) (420,433,899)
Gross Profit 226,853,328 234,929,997 112,743,650 119,203,470
Operating Expenses (82,164,427) (78,520,222) (41,172,916) (39,307,778)
Administrative Expenses 20.00 (49,205,157) (47,769,487) (24,848,516) (23,800,402)
Selling and Distribution
Expenses 21.00 (32,959,271) (30,750,735) (16,324,400) (15,507,376)
Profit from Operation 144,688,900 156,409,775 71,570,733 79,895,692
Non-Operating Expenses (13,181,264) (27,503,775) (6,106,026) (8,569,066)
Finance Cost 22.00 (15,257,388) (28,646,658) (7,457,043) (9,198,114)
Other Income 23.00 2,076,124 1,142,883 1,351,017 629,048
Profit Before Tax 131,507,637 128,906,001 65,464,708 71,326,626
Provision for Income Tax - - - -
Net Profit After Tax 131,507,637 128,906,001 65,464,708 71,326,626
Other Comprehensive
Income for the Period - - - -
Total Comprehensive Income For the
period 131,507,637 128,906,001 65,464,708 71,326,626
Earnings Per Share (EPS) 24.00 1.29 2.67 0.64 1.48
The accounting policies and explanatory notes are an integral part of the
Financial Statements.
Sd/-
Chairman
Sd/-
Managing Director
Sd/-
Chief Financial Officer
Sd/-
Company Secretary
Signed as per our annexed report on even date.
Dated: 26 January, 2020
Shiraz Khan Basak & Co.
Place: Dhaka Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 184
Beka Garments and Textile Limited
Statement of Changes in Equity
For the period ended 31 December 2019
(Amount in Taka)
Particulars Share Capital Share Money
Deposit
Retained
Earnings Total
Opening Balance as at 1st July, 2019 850,000,000 - 1,559,533,860 2,409,533,860
Stock Dividend Issue 170,000,000 (170,000,000) -
Net Profit/loss transferred from
Statement of Profit or Loss and Other
Comprehensive Income
- - 131,507,637 131,507,637
Balance as at 31 December, 2019 1,020,000,000 - 1,521,041,497 2,541,041,497
Statement of Changes in Equity
For the period ended 31 December 2018
(Amount in Taka)
Particulars Share Capital Share Money
Deposit
Retained
Earnings Total
Opening Balance as at 1st July, 2018 3,400,000 248,500,000 1,329,056,396 1,580,956,396
Share Money Received during the
Period - 43,311,229 - 43,311,229
New Allotment 46,599,500 (46,599,500) -
Stock Dividend Issue 49,999,500 (49,999,500) -
Net Profit/loss transferred from
Statement of Profit or Loss and Other
Comprehensive Income
- - 128,906,001 128,906,001
Balance as at 31 December, 2018 99,999,000 245,211,729 1,407,962,897 1,753,173,626
Sd/-
Chairman
Sd/-
Managing Director
Sd/-
Chief Financial Officer
Sd/-
Company Secretary
Signed as per our annexed report on even date.
Dated: 26 January, 2020
Shiraz Khan Basak & Co.
Place: Dhaka Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 185
Sd/-
Chairman
Sd/-
Managing Director
Sd/-
Chief Financial Officer
Sd/-
Company Secretary
Signed as per our annexed report on even date.
Dated: 26 January, 2020 Shiraz Khan Basak & Co.
Place: Dhaka Chartered Accountants
01 July 2019 To
31 Dec. 2019
01 July 2018 To
31 Dec. 2018
A. Cash Flows from Operating Activities
Received from Customers 27.15 1,067,334,059 1,052,769,429
Paid to Suppliers 27.16 (608,659,161) (645,747,052)
Paid to Employee 27.17 (183,447,139) (178,833,288)
Paid for Manufacturing & Operating Expenses 27.18 (133,012,533) (91,568,694)
Received from Other Sources 232,227 222,205
Net Cash Generated From Operating Activities 142,447,452 136,842,599
B. Cash Flows from Investing Activities
Acquisition of Property, Plant and Equipment 27.19 (29,373,642) (121,637,760)
Paid for Capital Work In Progress 27.20 (65,808,367) (43,596,199)
Net Cash used to Investing Activities (95,182,009) (165,233,959)
C. Cash Flows from Financing Activities
Long Term Loan Received/(Payment) 27.21 (15,808,976) 129,329,844
Short Term Loan Received/(Payment) 27.22 2,832,851 (62,311,719)
Bank Overdraft/Sod Received/(Payment) 27.23 - (55,016,197)
Share Money Deposit - 43,311,229
Paid for Finance Cost (15,257,388) (28,646,658)
Net Cash used from Financing Activities (28,233,513) 26,666,499
D. Net Increase/(Decrease) in Cash and Cash Equivalents (A+B+C) 19,031,930 (1,724,861)
E. Cash and Cash Equivalents at the Beginning of the Year 68,531,801 5,676,998
F. Foreign Exchange Gain/(loss) 1,276,521 457,858
G. Cash and Cash Equivalents at the end of the period (D+E+F) 88,840,252 4,409,994
Net Operating Cash Flows Per Share (NOCFPS) 26.00 1.40 2.83
Beka Garments and Textile Limited
Statement of Cash Flows
For the period ended 31 December 2019
Particulars Notes
Amounts In Taka
Prospectus of Beka Garments and Textile Limited Page | 186
1.00 Information's
1.01 Legal form of the Company
1.02 Address of the Registered and Corporate Office
1.03 Nature of Business activities
1.04 Capital Structure of the Company
A detailed breakdown of the capital structure of the company has been presented below.
Amount (Taka)
1,500,000,000
1,020,000,000
1.05 Production Plant
1.06
The Company started its commercial operation as on 07th June, 2011.
2.00 BASIS OF PREPARATION OF FINANCIAL STATEMENTS
2.01 Statement of Compliance
2.02 Regulatory Compliances
· The Income Tax Ordinance 1984;
· The Income Tax Rules 1984;
· The Value Added Tax Act 2012;
· The Value Added Tax Rules 2016;
· The Customs Act, 1969;
· Bangladesh Labor Law, 2006 (Amended 2013);
· Labor rules, 2015;
· Customs Act, 1969;
· Sales of Goods Act, 1930; and
· Negotiable Instrument Act, 1881.
Beka Garments and Textile Limited
Notes, comprising a summary of significant accounting policies and other explanatory information
For the period ended 31 December 2019
Beka Garments and Textile Limited (here in after referred 'the Company') was incorporated in Bangladesh on 7th
October,
2010 vide Certificate no. C-87427/10 as a Private Limited Company under the Companies Act 1994. The Company converted
into public Company limited by share on 23 October 2018. The Company has changed its name by Beka Garments and
Textile Limited instead of Beka Garment and Textiles Ltd. on 30 November 2019.
The registered office and Factory of the Company is located on Plot # FS SEB-1, Adamjee EPZ, Adamjee Nagar,
Siddhirgonj, Narayangonj, -1431, Bangladesh and Corporate office at PMP Plaza, 14, Kemal Ataturk Avenue, Banani C/A,
Dhaka- 1213.
Beka Garments and Textile Limited is a 100% export oriented garments (Woven). The principal activities of the Company
are manufacturing readymade garments (Woven) and export the same in the international market.
The Financial Statements have been prepared in compliance with the requirements of the Companies Act 1994,International
Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) adopted by the Institute of
Chartered Accountants of Bangladesh (ICAB),the Securities and Exchange Rules 1987 and others applicable laws and
regulations as applicable in Bangladesh.
As required by the Company, the management complies with the following major legal provisions in addition to the
Companies Act 1994 and other applicable laws and regulations:
Particulars
Authorized Capital
15,00,00,000 Ordinary Shares of Tk. 10.00 each
Paid Up Capital
10,20,00,000 Ordinary Shares of Tk. 10.00 each
Production Plant of the company is situated at Plot # FS SEB-1, Adamjee EPZ, Adamjee Nagar, Siddhirgonj,
Narayangonj, -1431, Bangladesh.
Commercial Operation
Prospectus of Beka Garments and Textile Limited Page | 187
2.03 Measurement Bases used in preparing the Financial Statements
2.04 Components of the Financial Statements
i. Statement of Financial Position as at December 31, 2019;
ii. Statement of Profit or Loss and other Comprehensive Income for the period ended on December 31, 2019;
iii. Statement of Changes in Equity for the period ended on December 31, 2019;
iv. Statement of Cash Flows for the period ended on December 31, 2019; and
2.05 Reporting Currency and Level of Precision ( Functional and presentation currency)
2.06 Preparation and Presentation of Financial Statements of the Company
2.07 Use of Estimates and Judgments
2.08
2.09 Compliance with the IAS and IFRS
Sl. No. IAS’s No.
1 1
2 2
3 7
4 8
5 10
6 12
7 16
10 19
11 21
12 23
13 24
15 33
16 Interim Financial Reporting 34
17 36
18 37
SL. No. IFRS No.
1 1
2 7
3 8
4 9
5 13
6 15
7 16
Earnings Per Share
Financial Instruments: Disclosures
Operating Segments
Financial Instruments
Fair Value Measurement
Revenue from Contracts with Customers
Leases
Impairment of Assets
Provision, Contingent Liabilities and Contingent Assets
Name of the IFRS
First-time Adoption of International Financial Reporting Standards
The financial period of the Company's covers 6 (Six) months from July 01, 2019 to December 31, 2019.
Name of the IAS
Property, Plant and Equipment
Employee Benefits
The Effects of Changes in Foreign Exchange Rates
Borrowing Costs
Related Party Disclosures
Presentation of Financial Statements
Inventories
Statement of Cash Flows
Accounting policies, Changes in Accounting Estimates and Errors
Events after the Reporting Period
Income Taxes
The Board of Directors of the company is responsible for the preparation and presentation of Financial Statements of
BEKA GARMENTS AND TEXTILE LIMITED.
The preparation of these Financial Statements, in conformity with IAS/IFRS, required 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 amounts may differ from these estimates. Estimates and underlying assumptions are reviewed
on an ongoing basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised and in
any future periods affected. 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 stated in the following notes:
Reporting Period :
The Financial Statements have been prepared on a going concern basis. The Financial Statements have been prepared on
the historical cost convention applying accrual basis of accounting in accordance with the International Financial Reporting
Standards (IFRS)
According to the International Accounting Standards IAS-1 as adopted by ICAB “Presentation of Financial Statements”
the complete set of Financial Statements includes the following components.
v. Notes, comprising a summary of significant accounting policies and other explanatory information for the period ended
on December 31, 2019.
The Financial Statements are presented in Bangladeshi currency (Taka), which is the Company’s functional currency. All
financial information presented in Taka has been rounded off to the nearest integer (Taka).
Prospectus of Beka Garments and Textile Limited Page | 188
3.00 SIGNIFICANT ACCOUNTING POLICIES
Changes in significant accounting policies
IFRS 16 Leases
3.01 Property, Plant and Equipment
3.01.1 Recognition and Measurement
3.01.2 Depreciation of Property, Plant and Equipment
Rate %
4.00%
5.00%
7.50%
10.00%
10.00%
10.00%
10.00%
10.00%
10.00%
Fire Hydrant System 10.00%
10.00%
Depreciation on Land Development
The cost of the right-of-use asset shall comprise:
(a) the amount of the initial measurement of the lease liability, as described in paragraph-26;
(b) any lease payments made at or before the commencement date, less any lease incentives received;
(c) any initial direct costs incurred by the lessee; and(d) an estimate of costs to be incurred by the lessee in dismantling and removeing the underlying asset, restoring the site on
which it is located or restiring the underling asset to the condition required by the terms and conditions of the lease, unless
those costs are incirred to produce inventories. The lessee incurs the obligation for those costs either at the commencement
date or as a consequence of having used the underlying asset duing a particular period.
Initial measurement of the lease liabilityAt the commencement date, a lessee shall measure the lease liability at the presesnt value of the lease payments that are not
paid at that date. The lease payments shall be discounted using the interest rate implicity in the lease, if that rate can be
readily determined. If that rate cannot be readily determined, the lessee shall use the lessee's incremental borrowing rate.
The company has not any lease liability during the period ended on 31 December 2019
Boiler & Compressor
Generator
Office Equipment
Furniture & Fixture
Motor Vehicle
Fire Extinguishers
The specific accounting policies have been selected and applied for significant transactions and events that have a material
effect within the framework for the preparation and presentation of Financial Statements.
The Property, Plant and Equipment are accounted for according to International Accounting Standard (IAS)-16 'Property,
Plant and Equipment' at Historical cost less accumulated depreciation except for Land development. The cost of self-
constructed /installed assets includes the cost of materials, direct labor and other cost directly attributable to bringing the
assets to the working condition for the indented use and for dismantling and removing the items and restoring the site on
which they are located.
Depreciation is charged on all fixed assets on a reducing balance method except land development. Depreciation charged on
land development on Straight line Method. Depreciation of an asset begins when it is available for use i.e. when it is in the
location and condition necessary for it to be capable of operating in the manner intended by management. The depreciation
rate(s) are as follows:
Category of fixed assets
Factory Building & Other Construction
Plant & Machinery
Land Development
Electric Installations
Except the changes following, the Company has consistently applied the accounting policies to all periods presented in these
financial statements. The Company has initially adopted IFRS 16 'Leases' 1 July 2019. There is no impact on financial
statements on initial application of the standards.
At the commencement date, a lessee shall recognise a right-of-use asset and a lease liability.
The Company operated their business by using BEPZA land on monthly rental basis. The Company has leased 2 plots of
land property from BEPZA on 2013 for 30 years lease period (renewable). The Company developed this land in order to use
the property for factory. The Company started commercial operation on the rented property from 2014 . As there, the
Company charged Depreciation on land development on Straight line Method assuming over the 25 years lease term or 4%
of each year as Straight line basis on total cost.
*The Company used branded plant and machinery in its production process mainly Italian and Japanies machineries. With
a small maintenance, the life of the assets can be strengthened and can be modified as per the requirement of the buyers.
That is why the depreciation on plant and machineries are 7.5%. The factory building's life time is also considered 20 years
considering the lease period of 30 years which is very reasonable. That is why, the rate is 5%. Another reason is that the
factory building is built on RCC structure not on pre-fabricated structure. And Other Fixed Asset's life time is considered
10 years which is very reasonable. On the other hand, Income Tax Authority also allow the above rates as depreciation for
Initial measurement of the right- of-use asset:
At the commencement date, a lessee shall measure the right-of-use asset at cost.
Prospectus of Beka Garments and Textile Limited Page | 189
3.01.3
3.01.4
3.01.5 Impairment of Assets
3.01.6
3.02 Valuation of Inventories
Impairment of Inventories
3.03 Revenue Recognition
d) The contract has commercial substance (i.e. the risk, timing or amount of the entity’s future cash flows is expected
to change as a result of the contract); and
e) It is probable that the entity will collect the consideration to which it will be entitled in exchange for the goods or
service that will be transferred to the customer.
In compliance with the requirements of IFRS-15 “Revenue from Contracts with Customers”, an entity shall account
for a contract with a customer only when all of the following criteria are met:
Considering the five steps model, the Company recognizes revenue at the time of delivery when (or as) the Company
satisfies a performance obligation by transferring a promised good to a customer. Goods are considered as transferred
when (or as) the customer obtains control of those goods. Revenue from sale of goods is measured at the fair value of
the consideration received or receivable net of returns and allowances, trade discounts, rebates and Value Added Tax
(VAT).
Disposal of Property, Plant and Equipment
Disposal of Property, Plant and Equipment, the cost and accumulated depreciation are eliminated and gain or loss on
such disposal is reflected in the Statement of Profit or Loss and other Comprehensive Income, which is determined
with reference to the net book value of the assets and net sales proceeds.
Subsequent costs
The cost of replacing a part of an item of Property, Plant and Equipment is recognized in the carrying amount of the
item if is probable that future economic benefits associated with the item will flow to the entity and the cost of the
item can be measured reliably. All other repair and maintenance costs are charged to the Statement of Profit or Loss
and Other Comprehensive Income during the financial period in which they incurred.
The Company reviews the carrying amounts of its assets (Balance Sheet Date) to determine whether there is any
indication of impairment In accordance with IAS-36: ‘Impairment of Assets’. The indicators include obsolescence due
to new technological changes, decline in performance i.e. net cash flows of the asset or CGU, decline in market value of
the asset, changes in economy such as an increase in labor cost, raw materials, etc. that would shrink the net cash
flows of the asset physical damage to the asset such as fire or other accident major restructuring i.e. reshuffling of
products, segments, acquisition of new assets, etc.
During the Period at Balance Sheet date, The management of the Company reviews the carrying amounts of its fixed
assets as on the Balance Sheet Date to determine whether there is any indication of impairment In accordance with
IAS-36: ‘Impairment of Assets’. When the useful life of the assets or use of assets are obsolete due to new
technologicies, the remaining value of the assets (WDV) are write off and charged to Comprehensive Income
Statements immediately. However, there was no indication of impairment of fixed assets during the period; as such,
no adjustment was given in the Financial Statements for impairment.
Inventories consisting of raw materials, work in progress, finished goods are valued at lower of cost and net realisable
value as per IAS 2: Inventory. Cost of inventories include expenditure incurred in acquiring the inventories,
production or conversion costs and other costs incurred in bringing them to their existing location and condition. Cost
of inventories is determined by using the weighted average cost formula. Where necessary, allowance is provided for
damaged, obsolete and slow-moving items to adjust the carrying amount of inventories to the lower of cost and net
realisable value as the board approve from time to time. Net realisable value is based on estimated selling price in the
ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.
Capital Work in Progress
Property, Plant and Equipment under construction/ acquisition are accounted for as capital work-in-progress until
construction/ acquisition is complete and measured at cost.
Category of Stocks Basis of valuation
Raw Material (Fabric & Accessories), Packing Materials,
stores & Spar Parts including WIP:
At lower of cost or net estimated realizable value
Finished Goods : At lower of cost or net estimated realizable value
a) The parties to the contract have approved the contract (in writing, orally or in accordance with other customary
business practices) and are committed to perform their respective obligations;
b) The entity can identify each party’s right regarding the goods or services to be transferred;
c) The entity can identify the payment terms for the goods or service to be transferred;
Impairment of inventory is made as and when inventory became obsolete or unusable or for slow moving items for
which the management of the company is giving decisions from time to time. Based on sales cycle of slow moving
items, the sales prices of the products may decreases over time. The management of the Company reviews the carrying
amounts of its inventory (Balance Sheet Date) to determine whether there is any indication of impairment in
accordance with IAS-2: ‘Inventories’. When the sales price moves below the inventory cost prices, the loss on sales is
recoginized immediately in the Financial Statements. However, there was no indication of impairment of inventory
during the period; as such, no adjustment was given in the Financial Statements for impairment.
Prospectus of Beka Garments and Textile Limited Page | 190
As Reported
Adjustment
(effect on
IFRS-15)
Amount without
adoption of IFRS-
15
Assets
Non-Current Assets 1,617,771,694 - 1,617,771,694
Current Assets 1,218,460,744 - 1,218,460,744
Total Assets 2,836,232,438 - 2,836,232,438
Shareholder's Equity and Liabilities
Shareholder's Equity 2,541,041,497 - 2,541,041,497
Non Current Liabilities 184,612,300 184,612,300
Current Liabilities 110,578,641 110,578,641
Total Shareholder's Equity and Liabilities 2,836,232,438 - 2,836,232,438
As Reported
Adjustment
(effect on
IFRS-15)
Amount without
adoption of IFRS-
15
Revenue 1,063,699,524 - 1,063,699,524
Operating Expenses (82,164,427) - (82,164,427)
Profit from Operation 144,688,900 - 144,688,900
Profit Before Income Tax 131,507,637 - 131,507,637
Income Tax Expenses - - -
Profit after Income Tax 131,507,637 - 131,507,637
Other Comprehensive Income for the period - - -
Total Comprehensive Income For the period 131,507,637 - 131,507,637
As Reported
Adjustment
(effect on
IFRS-15)
Amount without
adoption of IFRS-
15
Net Cash Generated from Operating Activities 142,447,452 - 142,447,452
Net cash Used to Investing Activities (95,182,009) - (95,182,009)
Net cash Generated from Financing Activities (28,233,513) - (28,233,513)
Net Increase/(Decrease) Cash and Cash Equivalents 19,031,930 - 19,031,930
Cash and Cash Equivalents at the beginning of the period 68,531,801 - 68,531,801
Foreign Exchange Gain/(loss) 1,276,521 - 1,276,521
Cash and Cash Equivalents at the end of the period 88,840,252 - 88,840,252
Revenue from the sale of goods is recognized when the significant risks and rewards of ownership of the goods have passed
to the buyer when the buyer’s bank provides assurance by giving acceptance letter on the delivery of goods. Revenue
represents the invoice value of goods supplied to the customers measured at the fair value of the consideration received or
Sale of goods
In addition to, prior year Financial Statements (Except for the year ended 30 June 2019) were prepared in accordance with
Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting Standards (BFRSs). The management has
made assessment of the difference between IFRS and BFRS (mainly IFRS-15 ‘Revenue from contract with Customers’ and
IAS-18 ‘Revenue’) and concluded that there are no differences which would impact any numerical amount and disclosures in
the financial statement. For better presentation, the management reconciled Statement of Profit or Loss and Other
Comprehensive Income as well as Statement of Financial Position of the company with effect of IFRS-15 Para c(8) which
Impact on the statement of Financial Position
As at December 31, 2019
Particulars
Impact on the statement of Profit or Loss and other Comprehensive Income
For the period ended December 31, 2019
Particulars
Impact on the statement of Cash Flows
For the period ended December 31, 2019
Particulars
Prospectus of Beka Garments and Textile Limited Page | 191
Financial instruments
Measurement of Expected Credit Losses (ECL)
3.04 Foreign Currency Transaction/Translation
3.05 Financial Instruments
ii) Non-financial assets
The carrying amounts of the Company's non-financial assets (other than inventories) are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount
is estimated in order to determine the extent of impairment loss (if any). Where it is not possible to determine the
recoverable amount of an individual asset, the Company estimates the recoverable amount of the Cash Generating Unit
(CGU) to which the asset belongs. An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds
its recoverable amount. The recoverable amount of an asset or CGU is the greater of its value in use and its fair value less
costs to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre- tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the asset or
CGU. Impairment losses are recognised in profit or loss. An impairment loss is reversed only to the extent that the asset's
carrying amount does not exceed the carrying amount that would have been determined, net of depreciation, if no
i) Financial assets
The Company recognizes loss allowances for Expected Credit Losses ECLs on:
• financial assets measured at amortised cost;
• debt investments measured at FVOCI (if any); and
• Contract assets.
Loss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
except for the following, which are measured at 12-month ECLs:
• debt securities that are determined to have low credit risk at the reporting date (if any); and
• other debt securities and bank balances for which credit risk (i.e. the risk of default occurring over the expected life of the
financial instrument) has not increased significantly since initial recognition.
When determining whether the credit risk of a financial asset has increased significantly since initial recognition and
when estimating ECLs, the Company considers reasonable and supportable information that is relevant and available
without undue cost or effort. This includes both quantitative and qualitative information and analysis, based on the
IFRS 9 sets out requirements for recognizing and measuring financial assets, financial liabilities and some contracts to buy
or sell non-financial items. This standard replaces IAS 39 Financial Instruments: Recognition and Measurement. The
details of new significant accounting policies and the nature and effect of the changes to previous accounting policies are set
out below.
Impairment of financial assetsIFRS 9 replaces the ‘incurred loss’ model in IAS 39 with an ‘expected credit loss’ (ECL) model. The new impairment model
applies to financial assets measured at amortised cost, contract assets and debt investments at FVOCI, but not to
investments in equity instruments. The financial assets at amortised cost consist of trade receivables, cash and cash
equivalents, and corporate debt securities. When determining whether the credit risk of a financial asset has increased
significantly since initial recognition and when estimating ECLs, the company considers reasonable and supportable
information that is relevant and available without undue cost or effort. This includes both quantitative and qualitative
information and analysis, based on The Company’s historical experience and informed credit assessment and including
forward-looking information. The company considers a financial asset to be in default when the debtor is unlikely to pay its
credit obligations to the company in full, without recourse by the company to actions such as realizing security (if any is
held).
ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present value of all cash
shortfalls (i.e. the difference between the cash flows due to the entity in accordance with the contract and the cash flows
that the company expects to receive). ECLs are discounted at the effective interest rate of the financial asset. At each
reporting date, the company assesses whether financial assets carried at amortised cost are credit-impaired. A financial
asset is ‘credit-impaired’ when one or more events that have a detrimental impact on the estimated future cash flows of the
financial asset have occurred. The Company expected that they have no credit losses on Trade Receivables.
Presentation of impairmentLoss allowances for financial assets measured at amortised cost are deducted from the gross carrying amount of the assets.
For debt securities at FVOCI, the loss allowance is recognised in OCI, instead of reducing the carrying amount of the asset.
Impairment losses related to trade receivables and others, including contract assets, are presented separately in the notes to
the Financial Statement if any.
Impairment
Foreign currency transactions are translated into Bangladeshi Taka at the exchange rates ruling at the transaction dates
according to IAS 21: The effect of changes in Foreign Exchange Rates”. Monetary assets and liabilities denominated in the
foreign currencies are translated at prevailing rates on the balance sheet (Financial position) date. Nonmonetary assets and
liabilities denominated in foreign currencies, which are related at historical cost are translated into Bangladesh Taka at the
exchange rate ruling at the date of transactions. Foreign exchange gain/loss has been recognized in connection with foreign
currency transaction since all such transactions are in Foreign Currency and significant gains/losses even out during the
regular course of Company's business.
Non-derivative Financial Instruments comprise trade receivables, trade payables, cash and cash equivalents and share
capital.
Prospectus of Beka Garments and Textile Limited Page | 192
3.06 Trade and Other Receivables
3.06.1 Proviosn for Bad and Doubtful Debts
3.07 Advance, Deposit and Prepayments
3.08 Trade and Other Payables
3.09 Cash and Cash Equivalents
3.10 Share Capital
3.11 Taxation
3.11.1 Current Tax
3.11.2 Deferred Tax
3.12 Provisions/ Liabilities for Expenses
3.13 Contingencies
3.14 Events after the reporting period
Ordinary Shares are classified as equity. Incremental costs directly attributable to the issue of Ordinary Shares are
recognized as a deduction from equity, net of any tax effect.
Income tax expenses comprised of current and deferred taxes.
Current tax expense may recognized in the Statement of Profit or Loss and Other Comprehensive income, except to the
extent that it relates to items recognized directly in equity, in which case it may recognized in equity. The Company is
enjoying exemption from all such taxes under SRO 289/AIN/89, dated: 17/08/1989 for 10 years from the date (07 June 2011)
of commercial operation. As there, no provision made by the Company during the year.
Deferred tax may made as per the balance sheet assets/liability method in respect of temporary differences arising from
differences between the carrying amount of assets and liabilities in the Financial Statements and the corresponding tax
(basis used in the computation of taxable profit). Deferred tax liabilities may generally recognized for all taxable temporary
differences and deferred tax assets are recognized to the extent that it may probable that the taxable profits will be
available against which the deductible temporary differences. The Company is enjoying exemption from all such taxes
under SRO 289/AIN/89, dated: 17/08/1989 for 10 years from commercial operation. Therefore, the company has not
As per “IAS 37: Provisions, Contingent Liabilities and Contingent Assets’ a provision recognized on the date of statement
of Financial Position if, as a result of past event, the company has a present obligation that can be estimated reliably, and
it is probably the outflow of economic benefits will be required to settle the obligation. A provision is recognized if, as a
result of a past event, the company has a present legal or constructive obligation that can be estimated reliably, and it is
probable that an outflow of economic benefit will be required to settle the obligation.
Contingencies arising from a claim, litigation assessment, fines, penalties etc. are recorded. It is probable that a liability has
been incurred and the amount can be measured reliably in accordance with “IAS 37: Provisions, Contingent Liabilities and
Contingent Assets”.
Trade and other receivables are recognized initially at invoice value and subsequently measured at the remaining amount
less allowance for doubtful receivable at the period end, if any. Receivables from foreign currency transactions are
recognized in Bangladeshi Taka using exchange rates prevailing on the date of the transaction. The Company did not made
any provisions against Trade and Other receivables due to sales recognised 100% confirm by the Letter of Credit.
Advances are initially measured at cost. After initial recognition, advance is carried at cost less deductions, adjustments or
charges to other account heads such as property, plant and Equipment or expenses. Deposits are measured at prepayment
value. Prepayments are initially measured at cost. After initial recognition prepayments are carried at cost less charges to
statement of comprehensive income.
Liabilities are recorded at the amount payable for settlement in respect of goods and services received by the company,
whether or not billed by the suppliers.
Cash and cash equivalents consist of cash in hand and with banks on current and deposit accounts and short-term
investments which are held and available for use by the company without any restriction. There is an insignificant risk of
change in the value of the same.
The Management recognised the bad and doubtful debts when a debt is unrecoverable through Board of directors approval.
The sales were made through exports Letter of Credit. The beneficiaries' banks had guaranteed the payment on behalf of
the foreing buyers against their credit sales. Thus there is no possibility of bad and douobtful debts against the credit
exports. Since, all sales were collected in full amouont during the year under consideration hence, no provision was made
for bad and debts against the receivables.
Events after the reporting period that provide additional information about the Company's position at the date of
statement of financial position or those that indicate the going concern assumption is not appropriate are reflected in the
Financial Statements. There are no material events that had occurred after the reporting period to the date of issue of these
Financial Statements, which could affect the figures presented in the Financial Statements.
Prospectus of Beka Garments and Textile Limited Page | 193
3.15 Statement of Cash Flows
3.16 Provision
3.17 Finance Cost :
3.18 Employee Benefits
Short-Term Employee Benefits
Employee Retirement Benefits
3.19 Comparative Information
Financial expenses comprise interest expenses on long term loan, short term loan, finance lease and bank commission and
charges etc. All such costs are recognized in the statements of Profit or Loss and other Comprehensive Income except those
are capitalized in accordance with IAS-23 : Borrowing Costs.
The company has accounted for and disclosed employee benefits in compliance with the provisions of IAS 19: Employee
Benefits. The cost of employee benefits is charged off as revenue expenditure in the period to which the contributions relate.
The company’s employee benefits include the following:
Short-term employee benefits include wages, salaries, bonuses, house rent, medical fees etc. Obligations for such benefits are
measured on an undiscounted basis and are expensed as the related service is provided.
Provident Fund
Statement of Cash Flows is prepared principally in accordance with IAS-7 "Statement of Cash Flows" 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 provisions of Paragraph 18(a) of IAS‐7 which provides that “Enterprises are encouraged to report
Cash Flows from Operating Activities using the Direct Method” as well as the indirect method.
Comparative information has been disclosed as required by IAS 34: ‘Interim Financial Reporting’ in respect of the previous
period for all numerical information in the current Financial Statements as below:
The Company has established and maintaining Contributory Provident Fund in compliance to the requirement of “The
EPZ employees (Contributory) Provident Fund Policy -2012”. The fund is administrated by the 6 members Board of
Trustees of which 3 members are nominated from employer's side and remaining 3 members fulfilled from the
representative from Workers Welfare Association. All members of trustee shall hold their position for three years. The
member of the trustee board within the limit of the policy shall together hold absolute measure to take any decision for
implementation of the provident fund.
Workers’ Profit Participation Fund (WPPF)
In accordance with the requirement of section 234 of Labor Act, 2006(Amended), the company should contribute 5% of net
profit before charging the amount to the aforementioned fund. But the company established in Adamjee Export Processing
Zone (AEPZ) and have to comply only BEPZA rules relating to services matter concerning workers and officers employed
in the company operating in the Export Processing Zone Bangladesh, which imposed by BEPZA. There is no provision for
Worker's Profit Participation Fund in company's profits as per BEPZA rules.
Workers’ Welfare Fund
The company has been paying against “Workers Welfare Fund” to BEPZA since 1st February 2013 in compliance to the
requirement of BEPZA rules. The management of the fund is maintained by BEPZA according to the rules & guidelines
imposed under the style of „Constitution and Operation Procedure of EPZ Worker's Welfare Fund 2012‟.
Obligations for the Company's contributions to defined contribution plans are recognized as an expenses in the income
statement as incurred.
A provision is recognized on the date of financial position if, as a result of past events, the company has a present legal
obligation that can be estimated reliably and it is probable that an outflow of economic benefits will be required to settle
the obligation.
• Statement of Financial Position as of the end of the preceding Financial Period.
• Statement of Profit or Loss and Other Comprehensive Income for the comparable interim period of preceding Financial
• Statement of Changes in Equity for the comparable interim period of preceding Financial Period.
• Statement of Cash Flows for the comparable interim period of preceding Financial Period.
Prospectus of Beka Garments and Textile Limited Page | 194
3.20 Basic Earnings per Share
Basic Earnings
Weighted Average Number of Ordinary Shares outstanding during the period.
Diluted Earnings per Share (DEPS)
3.21 Operating Segment
3.22 Going Concern
3.23 Related Party Disclosures
3.24 Financial Risk Management Policies
3.24.1 Interest Rate Risk
The company has no significant risk of fluctuations in interest rates.
3.24.2 Foreign Currency Risk
3.24.3 Credit Risk
The company is exposed to foreign currency risk relating to purchases which are denominated in foreign currencies. The
company primarily utilizes forward exchange contracts with maturities of less than one year to hedge such financial
liabilities denominated in foreign currencies. The forward exchange contracts entered into at the reporting date also relate
to anticipated purchases, denominated in foreign currencies, for the subsequent period.
Credit risk is the potential financial loss resulting from the failure of a customer or counterparty to settle its financial and
contractual obligations to the company as and when they fall due. Management has a credit policy in place and the exposure
to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a
certain amount. At the reporting date there were no significant concentrations of credit risk. The maximum exposure to
credit risk is represented by the carrying amount of each financial asset in the statement of financial position. However, due
to a large number of parties comprising the group’s customer base, Management does not anticipate material losses from its
debt collection.
The basis of computation of number of shares is line with the provisions of IAS-33: Earning per share. Therefore, the total
number of shares outstanding at the period multiplied by a time-weighting factor which is the number of days the specific
shares were outstanding as proportion of total number of days in the period.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and weighted average
number of ordinary shares outstanding, for the effect of all dilutive potential ordinary shares. However, dilution of EPS is
not applicable for these Financial Statements as there were no potential ordinary shares during the relevant period.
No segmental reporting is applicable for the company as required by “IFRS 8: Operating Segments” as the Company
operates in a single industry segment and within as a geographical segment.
The company has adequate resources to continue in operation for foreseeable future and hence, the Financial Statements
have been prepared on going concern basis. As per management assessment there is no material uncertainties related to
event or condition which may cast significant doubt upon the company's ability to continue as a going concern.
The objective of "Related Party Disclosure", IAS - 24 is to ensure that an entity's Financial Statements contain the
disclosures necessary to draw attention to the possibility that its financial position and profit or loss may have been
affected by the existence of related parties and by transactions and outstanding balances with such parties. Parties are
considered to be related if one party has the ability to control the other party or to exercise significant influence or joint
control over the other party in making financial and operating decisions. A party is related to an entity if: [IAS 24.9]
directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the
entity has an interest in the entity that gives it significant influence over the entity, has joint control over the entity, the
party is a member of the key management personnel of the entity or its parent, the party is a close member of the family of
any individual, the party is an entity that is controlled, jointly controlled or significantly influenced by or for which
significant voting power in such entity resides with, directly or indirectly, any individual and the party is a post-
employment benefit plan for the benefit of employees of the entity. The information as required by IAS 24: Related Party
The company is exposed to normal business risks from changes in market interest rates and currency exchange rates and
from non-performance of contractual obligations by counterparties. The company does not hold or issue derivative financial
instruments for speculative or trading purposes.
This has been calculated in compliance with the requirements of “IAS 33: Earnings per Share". Basic earnings per shares
have been calculated by dividing the net profit or loss by the weighted average number of ordinary shares outstanding
during the period.
This represents earnings for the period attributable to the ordinary shareholders. As there are no preference dividends,
minority interest or extra ordinary items, the net profit for the period has been considered as fully attributable to ordinary
Prospectus of Beka Garments and Textile Limited Page | 195
3.24.4 Liquidity Risk
3.25 Fair Values
3.26 Risk and Uncertainties for use of Estimates in preparation of Financial Statements
3.27 Borrowing Costs
3.28 Advertising and Promotional Expenses
3.29
3.30 General
iii) The Financial Statements were authorised by the Board of Directors on 26 January 2020
i) Comparative figures have been re-arranged where considered necessary to ensure better comparability with the current
period without causing any impact on the profit and value of assets and liabilities as reported in the Financial Statements.
ii) Figures for the period have been rearranged wherever considered necessary to ensure comparability with the current
The company monitors its liquidity risk and maintains a level of cash and cash equivalents deemed adequate by
management to finance the company operations and to mitigate the effects of fluctuations in cash flows.
The fair value is the amount for which an asset could be exchanged, or a liability settled, between knowledgeable, willing
parties in an arm’s length transaction. The fair value of trade and other short-term receivables are taken to approximate
their carrying value. The fair value of financial assets and liabilities approximate their carrying value.
The preparation of Financial Statements 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 and disclosure
requirements for contingent assets and liabilities during and at the date of Financial Statements. Actual results may differ
from those estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions of accounting
estimates are recognized in the period in which the estimate is revised and in any future periods affected as required by IAS
8: Accounting Policies, Changes in Accounting Estimates and Errors.
In compliance with the requirements of IAS 23 (Borrowing Costs), borrowing costs of the operational period on short-term
loan and overdraft facilities from Trust Bank Limited were charged off as revenue expenditure as they incurred.
All costs associated with advertising and promotional activities are charged in the period they were incurred.
Hypothecation of Assets
Hypothecation of plant and machinery, equipment, raw materials, WIP, finished goods, lien on export LC depends on the
volume of exports and import over the period. The hypothecation of machinery of the export or import varies. Accordingly,
the risk of hypothecations may need to be secured to bank as per the bank dues. The hypotheses assets were kept as
security against hypothecation. The bank may need for additional security against hypothecation assets of the export or
import varies over the period. So we have enough assets against the loan. We do not need any further collateral.
Prospectus of Beka Garments and Textile Limited Page | 196
Amounts in Taka
31-Dec-19 30-Jun-19
4.00 Property, Plant and Equipment
A. At Cost
Balance as on 01 July 2019 1,646,554,157 1,146,881,880
Add: Addition during the period/year
Purchase during the period/year 27,669,453 154,782,974
Transferred from CWIP (Note-5) 83,113,226 344,889,303
Total Addition during the period/year 110,782,679 499,672,277
Total Cost 1,757,336,836 1,646,554,157
B. Accumulated Depreciation
Opening Balance 261,704,631 173,285,143
Add: Depreciation for the period/year 52,574,951 88,419,488
Total Depreciation 314,279,583 261,704,631
Written Down Value (WDV) (A-B) as on 31 December 2019 1,443,057,253 1,384,849,526
Details of Property, Plant and Equipment and depreciation as on 31 December, 2019 are shown in the Annexure - A.
5.00 Capital Work In Progress
Factory Building (Note-5.01) 174,714,441 108,906,074
Land Development (Note-5.02) - -
Plant & Machinery (Note-5.03) - 83,113,226
Closing Balance 174,714,441 192,019,300
5.01 Factory Building & Other Construction
Balance as on 01 July 2019 108,906,074 156,893,243
Add: Addition during the year/period 65,808,367 125,634,580
174,714,441 282,527,823
- 173,621,749
Balance as on 31 December 2019 174,714,441 108,906,074
5.02 Land Development
Balance as on 01 July 2019 - 15,070,442
Add: Addition during the year/period - 20,345,670
· The Value Added Tax Act 2012; - 35,416,112
- 35,416,112
- -
5.03 Plant & Machinery
Balance as on 01 July 2019 83,113,226 -
Add: Addition during the year/period - 218,964,668
83,113,226 218,964,668
83,113,226 135,851,442
Balance as on 31 December 2019 - 83,113,226
6.00 Inventories
6.01 Valuation of Inventory and physical stocktaking
The management of the Company takes physical stocks periodically and valuation of stocks were made accordingly considering the
wear and tear of the assets as follows:
i) The valuation of closing inventory has been made on the basis of lower of cost and net realizable value as per IAS-2.
ii) The management of the Company has conducted physical verification/stock taking of inventories on
Inventories consisting of raw materials, work in progress, finished goods are valued at lower of cost and net realisable value as per
IAS 2: Inventory. Cost of inventories include expenditure incurred in acquiring the inventories, production or conversion costs and
other costs incurred in bringing them to their existing location and condition. Cost of inventories is determined by using the
weighted average cost formula. Where necessary, allowance is provided for damaged, obsolete and slow-moving items to adjust the
carrying amount of inventories to the lower of cost and net realisable value as the board approve from time to time. Net realisable
value is based on estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated
costs necessary to make the sale.
Less: Transfer to Factory Building & Other
Construction (Property, Plant and
Less: Transfer to Plant & Machinery and
Electric Installations(Property, Plant and
Equipment)
Less: Transfer to Land Development
(Property, Plant and Equipment)
Prospectus of Beka Garments and Textile Limited Page | 197
Impairment of Inventories
6.02 Particulars of Inventory
Raw Material - Fabric (Note: 19.02) 202,509,985 188,123,843
Raw Material - Accessories (Note: 19.03) 129,537,405 139,234,560
Work in Progress (WIP) (Note: 19.00) 13,590,652 13,897,654
Packing Materials (Note: 19.04) 15,236,065 15,245,390
Spare Parts (Note: 19.06) 5,202,589 5,234,580
Finished Goods (Note: 19.00) 102,518,459 91,234,560
468,595,155 452,970,587
7.00 Trade and Other Receivables
Balance as on 01 July 2019 609,861,737 563,434,820
Add: Sales during the period/year 1,063,699,524 2,163,412,780
1,673,561,261 2,726,847,600
Less: Realized during the period/year (1,067,334,059) (2,116,985,863)
606,227,202 609,861,737
1,072,968 505,592
Balance as on 31 December 2019 607,300,170 610,367,329
Aging of Trade Receivable & Other Receivables:
Less than Six Month 607,300,170 610,367,329
More than Six Month - -
Total 607,300,170 610,367,329
7.01
Amounts in Taka Amounts in Taka
607,300,170 610,367,329
7.02
Particulars Receivables in
BDT.
U
S
D
Receivables in
BDT.
Current Market Rate (30 June
2019) 610,367,329
Average Rate 609,861,737
Market to Market Gain/(Loss) 505,592 Current Market Rate (31
December 2019) 607,300,170
Average Rate 606,227,202
Market to Market Gain/(Loss) 1,072,968
At lower of cost or net estimated realizable value
Impairment of inventory is made as and when inventory became obsolete or unusable or for slow moving items for
which the management of the company is giving decisions from time to time. Based on sales cycle of slow moving items,
the sales prices of the products may decreases over time. The management of the Company reviews the carrying
amounts of its inventory (Balance Sheet Date) to determine whether there is any indication of impairment In
accordance with IAS-2: ‘Inventories’. When the sales price moves below the inventory cost prices, the loss on sales is
recoginized immediately in the Financial Statements. However, there was no indication of impairment of inventory
during the year; and as such, no adjustment was given in the Financial Statements for impairment.
$7,153,123
$7,223,282
$7,223,282
Market to Market Gain/(Loss)
i) Receivables considered good and in respect of which the company is fully
secured.
ii) Receivables considered good for which the company holds no security other
than the debtor's personal security.
iii) Receivables considered doubtful or bad.
Particulars
This amount of receivable considered fully secured and grunted by export letter do credit opening bank against export order
and is considered good & realizable as per the terms of export letter of credit. The classification of Receivables as required
by the Schedule XI, Part 1 Para 4(f) of the Companies Act, 1994 are given below:
Category of Stocks Basis of valuation
Raw Material, Accessories, Packing Materials, At lower of cost or net estimated realizable value
Finished Goods :
Receivables in USD
Market to Market Gain/(Loss)
iv) Receivable due by directors or other officers of the company or any of them
either severally or jointly with any other person or receivables due by firms or
private companies respectively in which any director is a partner or a director or
a member.
v) Receivables due by companies under the same management.
vi) The maximum amount due by directors or other officers of the company at
any time during the period.
$7,153,123
Prospectus of Beka Garments and Textile Limited Page | 198
8.00 Advances, Deposits and Pre-payments
Advances (Note:8.01) 46,404,667 2,821,213
Deposits (Note:8.02) 7,320,500 7,320,500
53,725,167 10,141,713
8.01 Advances
Advance against Salary & Allowance 2,529,527 755,638
Advance against Procurement 2,304,861 820,560
Advance against Rent (Head Office) 1,139,880 1,139,880
LC Margin 38,974,507
Advance against Water Bill - -
Advance against Electricity Bill - -
Advance Insurance Premium(Group)(8.01-a) - 60,860
Advance Insurance Premium(Factory)(8.01-b) 1,411,617 -
Advance against Medical facilities 44,275 44,275
46,404,667 2,821,213
8.01-a Advance Insurance Premium(Group)
Balance as on 01 July 2019 60,860 -
Add: Addition during the period/year - 156,436
60,860 156,436
Less: Adjusted during the period/year 60,860 95,576
- 60,860
8.01-b Advance Insurance Premium(Factory)
Balance as on 01 July 2019 - -
Add: Addition during the period/year 2,052,750 -
2,052,750 -
Less: Adjusted during the period/year 641,133 -
1,411,617 -
8.02 Deposits
Security Deposit for Factory Building (BEPZA) 4,023,632 4,023,632
Security Deposit for Electricity (PDB) 1,422,838 1,422,838
Security Deposit of Water (WASA) 14,490 14,490
Security Deposit of Land (BEPZA) 1,034,425 1,034,425
Security Deposit for Welfare Fund (BEPZA) 25,116 25,116
Security Deposit for Workers Transportation 800,000 800,000
7,320,500 7,320,500
Amounts in Taka Amounts in Taka
45,220,512 1,637,058
8,504,655 8,504,655
- -
53,725,167 10,141,713
-
2,529,527 755,638
- -
- -
9.00 Cash and Cash Equivalents
Cash in Hand (Note 9.01) 1,838,490 1,547,685
Cash at Bank (Note 9.02) 87,001,762 66,984,116
88,840,252 68,531,801
ii) Advances, deposits & prepayments considered good for which the company
holds no security.
iii) Advances, deposits & prepayments considered doubtful or bad.
iv) Advances, deposits & prepayments due by directors or other officers of the
company or any of them either severally or jointly with any other person or
Advances, deposits & prepayments due by firms or private companies
respectively in which any director is a partner or a director or a member.
respectively in which any director is a partner or a director or a member.
Less than Six Month
More than Six Month
v) Advances, deposits & prepayments due by companies under the same
management.
Particulars
i) Advances, deposits & prepayments considered good and in respect of which
the company is fully secured.
vi) The maximum amount due by directors or other officers of the company at
any time during the year.
The classification of Advances, Deposits & Prepayments as required by the Schedule XI, Part 1, Para 4(j) of the Companies Act, 1994 are
given below:
Prospectus of Beka Garments and Textile Limited Page | 199
9.01 Cash in Hand
Head Office 1,529,985 1,169,992
Factory (EPZ) 308,505 377,693
1,838,490 1,547,685
9.02 Cash at Banks
Gulshan Branch 21,783,208 20,018,904
Gulshan Branch - 1,057,708
Gulshan Branch 76 2,532,529
Gulshan Branch - 303,988
Gulshan Branch 35,205,213 140,599
Gulshan Branch 604
Gulshan Branch 6,115
Gulshan Branch 48
Gulshan Branch 4,576
Gulshan Branch 170,279
Gulshan Branch 867,596
Gulshan Branch 27,694,890 -
Gulshan Branch 1,207,097 -
Gulshan Branch 761 -
Gulshan Branch 3385 -
Gulshan Branch 57,078 -
NRB Commercial Bank Ltd.#0121-33300000318 Banani Branch 373 26,406,146
NRB Commercial Bank Ltd.#0121-33300000016Banani Branch 463 16,524,243
87,001,762 66,984,116
10.00 Share Capital
Authorized Share Capital
15,00,00,000 No. of ordinary Shares of Tk.10.00 each 1,500,000,000 1,500,000,000
10,20,00,000 No. of ordinary Shares of Tk. 10.00 each 1,020,000,000 850,000,000
Shareholding Position
Name Designation No. of Shares Percentage(%) 31-Dec-19 30-Jun-19
Mr. Micky Diaz Chairman 16,376,748 16.06% 156,472,900 156,472,900
Boby N DiazManaging
Director15,959,484 15.65% 132,995,700 132,995,700
Ms. Bani Diaz Director 4,895,340 4.80% 40,794,500 40,794,500
Jhonathan Brook Diaz Director 4,895,340 4.80% 40,794,500 40,794,500
OthersIndividuals/
Institutions59,873,088 58.70% 648,942,400 478,942,400
102,000,000 100.00% 1,020,000,000 850,000,000
11.00 Retained Earnings
Opening Balance 1,559,533,860 1,329,056,396
Add: Net profit during the year 131,507,636.57 280,476,964
1,691,041,497 1,609,533,360
Less: Stock dividend for the year ended 30 June 2019 (170,000,000) (49,999,500)
Closing Balance 1,521,041,497 1,559,533,860
12.00 Share Money Deposit
Opening Balance - 248,500,000
Add: Received during the year - 549,806,330
- 798,306,330
Less: Allotment made during the year - 796,600,500
Less: Refund during the year - 1,705,830
Closing Balance - -
Trust Bank Limited #0016-0320000951
Woori Bank Limited #923-918900
Trust Bank Limited #0016-5025005000
Trust Bank Limited #0016-5025005082
Trust Bank Limited #0016-5025004912
Trust Bank Limited #0016-0210012825
Trust Bank Limited #0016-5025004798
Trust Bank Limited #0016-5025004949
Trust Bank Limited #0016-5025005233
Trust Bank Limited #0016-5025005260
Trust Bank Limited #0016-5025005555
Trust Bank Limited #0016-5025005662
Issued, Subscribed and Paid up Capital
Total
Trust Bank Limited #0016-5025005304
Trust Bank Limited #0016-5025005377
Trust Bank Limited #0016-5025005386
Trust Bank Limited #0016-5025005457
Prospectus of Beka Garments and Textile Limited Page | 200
13.00 Long Term Loan (Non-Current Portion)
Opening Balance 225,638,076 300,466,778
Add: Addition During the year 216,103,091 322,133,976
441,741,167 622,600,754
Less: Paid during the year 231,912,067 396,962,678
Closing Balance 209,829,100 225,638,076
Less: Current Portion of Long Term Loan 25,216,800 47,813,703
184,612,300 177,824,373
Brief Details of Long Term Loan
Bank Name: Trust Bank Limited
Branch Name: Gulshan Corporate Branch
Sanction Limit: 264.41 Million
Sanction Date: 26-Sep-19
Interest Rate: 11% p.a.
Tenure: 10 years
Security:
Purpose:
14.00 Trade and Other Payables
Trade Payable & Others 23,472,833 23,910,402
This outstanding liabilities are payable to the parties who supplied goods & rented their services to the Company.
Aging of Trade and Other Payables :
Less than Six Month 19,012,995 21,041,154
More than Six Month 4,459,838 2,869,248
23,472,833 23,910,402
Party wise Details are as follows:
Paxar Garments Limited 3,924,569 2,025,458
YKK Bangladesh (Pet) Limited 3,801,574 2,854,815
KDS Accessories Limited - 2,072,610
Coats Bangladesh Ltd. 2,955,823 -
Bangle Plastic Limited 2,141,823 2,483,483
Next Accessories Limited 2,415,454 2,326,520
Prime Printing & Embroidery Limited 1,784,922 2,571,540
Yasir Associated Company (BD) Limited 2,452,291 2,054,200
Cosmo Synthetic Industry Limited 1,352,652 2,104,526
Mamun Brothers 1,540,214 2,587,156
Siam Computerised Elastic Ind. Limited 1,103,511 1,125,905
Other Payables - 1,704,189
23,472,833 23,910,402
15.00 Short Term Borrowings
Opening balance 25,267,667 99,739,682
Add: Received During the period/year 31,785,140 32,630,997
57,052,807 132,370,679
Less: Refund during the period/year 28,952,289 107,103,012
Closing Balance 28,100,519 25,267,667
Brief Details of the Short Term Loan
Bank Name: Trust Bank Limited
Branch Name: Gulshan Corporate Branch
Sanction Limit: 425 Million
Sanction Date: 23-May-19
Interest Rate: 11% p.a
Tenure: 6-12 Month
Security:
Purpose:
Working environment of Employee & safety of the factory, Retairment of Shipping Documents
against L/C & Construction of 2 storied Factory Building & Take over of Liability of Woori Bank.
Hypothecation of Plant & Machinery, Equipments, Raw Materials, WIP, Finished Goods, Lien on
Export L/C of the company, about 794.74 decimal of Land and 1614.34sft building owned by
Managing Director as well as personal guarantee of directors.
Import of Raw Material, accessories, operational Expenses to execute export order, to meet the
deferred L/C adjustments, Payment of Workers festival Bonus.
Hypothecation of Plant & Machinery, Equipment's, Raw Materials, WIP, Finished Goods, Lien on
Export L/C of the company, about 794.74 decimal of Land and 1614.34sft building owned by
Managing Director as well as personal guarantee of directors.
Prospectus of Beka Garments and Textile Limited Page | 201
16.00 Bank Overdraft/SOD
Opening balance - 55,016,197
- 1,968,108
- 56,984,305
Less. Adjustment during the period/year - 56,984,305
Closing Balance - -
Brief Details of Bank Overdraft/SOD
Bank Name: Trust Bank Limited
Branch Name: Gulshan Corporate Branch
Sanction Limit: 45.00 Million
Sanction Date: 22-Jun-17
Interest Rate: 12% p.a.
Tenure: 1 year
Security: 50% of hypothecated Stocks
Purpose: Working Capital Requirements
17.00 Liabilities for Expenses
Salary, wages & Allowance 29,921,802 30,162,640
Utility Expenses 708,546 712,450
Factory & Office Rent 2,452,180 2,534,510
Directors' Remuneration/ Honorarium 390,000 390,000
Repair & Maintenance 35,400 459,136
Bepza Medical Fund 140,934 132,450
PF Fund Liability 39,626 39,064
Audit Fees 100,000 100,000
33,788,489 34,530,250
Add: Received during the period/year(Principal+Interest)
Prospectus of Beka Garments and Textile Limited Page | 202
01 July 2019 To 31
Dec. 2019
01 July 2018 To 31
Dec. 2018
01 Oct 2019 To 31
Dec. 2019
01 Oct 2018 To 31
Dec. 2018
18.00 Revenue
Export Sales 1,063,699,524 1,076,589,973 531,583,704 539,637,368
1,063,699,524 1,076,589,973 531,583,704 539,637,368
18.01 Policy for recoginition of Revenue
As Reported Adjustment (effect
on IFRS-15)
Amount without
adoption of IFRS-
15
Assets
Non-Current Assets 1,617,771,694 - 1,617,771,694
Current Assets 1,218,460,744 - 1,218,460,744
Total Assets 2,836,232,438 - 2,836,232,438
Shareholder's Equity and Liabilities
Shareholder's Equity 2,541,041,497 - 2,541,041,497
Non Current Liabilities 184,612,300 - 184,612,300
Current Liabilities 110,578,641 - 110,578,641
Total Shareholder's Equity and Liabilities 2,836,232,438 - 2,836,232,438
As Reported Adjustment (effect
on IFRS-15)
Amount without
adoption of IFRS-
15
Revenue 1,063,699,524 - 1,063,699,524
Operating Expenses (82,164,427) - (82,164,427)
Profit from Operation 144,688,900 - 144,688,900
Profit Before Income Tax 131,507,637 - 131,507,637
Income Tax Expenses - - -
Profit after Income Tax 131,507,637 - 131,507,637
Other Comprehensive Income for the period - - -
Total Comprehensive Income For the period 131,507,637 - 131,507,637
As Reported Adjustment (effect
on IFRS-15)
Amount without
adoption of IFRS-
15
Net Cash Generated from Operating Activities 142,447,452 - 142,447,452
Net cash Used to Investing Activities (95,182,009) - (95,182,009)
Net cash Generated from Financing Activities (28,233,513) - (28,233,513)
Net Increase/(Decrease) Cash and Cash Equivalents 19,031,930 - 19,031,930
Cash and Cash Equivalents at the beginning of the period 68,531,801 68,531,801
Foreign Exchange Gain/(loss) 1,276,521 1,276,521
Cash and Cash Equivalents at the end of the period 88,840,252 - 88,840,252
b) The entity can identify each party’s right regarding the goods or services to be transferred;
c) The entity can identify the payment terms for the goods or service to be transferred;
d) The contract has commercial substance (i.e. the risk, timing or amount of the entity’s future cash flows is expected to change as a result of the
contract); and
e) It is probable that the entity will collect the consideration to which it will be entitled in exchange for the goods or service that will be
transferred to the customer.
Considering the five steps model, the Company recognizes revenue at the time of delivery when (or as) the Company satisfies a performance
obligation by transferring a promised good to a customer. Goods are considered as transferred when (or as) the customer obtains control of those
goods. Revenue from sale of goods is measured at the fair value of the consideration received or receivable net of returns and allowances, trade
discounts, rebates and Value Added Tax (VAT).
Impact on the statement of Financial Position
As at December 31, 2019
For the period ended December 31, 2019
Particulars
Particulars
Impact on the statement of Profit or Loss and other Comprehensive Income
For the period ended December 31, 2019
Particulars
Impact on the statement of Cash Flows
In compliance with the requirements of IFRS-15 “Revenue from Contracts with Customers”, an entity shall account for a contract with a
customer only when all of the following criteria are met:
a) The parties to the contract have approved the contract (in writing, orally or in accordance with other customary business practices) and are
committed to perform their respective obligations;
Amounts in Taka
Prospectus of Beka Garments and Textile Limited Page | 203
18.02 Item wise Revenue details
The details of the revenue are given below:
Particulars Taka Taka Taka Taka
Long Pant 56,416,643 65,079,266 28,032,667 30,256,974
Jacket 50,769,882 45,393,379 25,509,874 22,695,718
Rain Braker 48,463,681 51,610,458 23,956,541 25,805,271
Short Pant 137,032,985 130,844,241 67,542,003 65,420,367
Swim Sports 26,241,305 25,853,528 13,152,658 12,927,136
Tennis Shorts 17,945,780 18,849,223 9,503,062 9,422,152
Running Shorts 51,969,242 60,301,033 26,505,874 32,754,298
5 Pocket Basic Pants 46,391,570 46,905,600 23,026,712 22,652,877
Cargo Pants 52,071,975 63,490,376 26,586,972 31,952,685
Bermuda Pants 42,831,664 43,500,203 21,543,682 21,546,972
Chino Pants 26,189,550 26,784,761 13,154,988 13,425,687
Jogger Pants 59,340,048 60,300,305 29,658,025 30,036,756
Jogging Pants 70,806,557 67,953,782 35,369,856 34,002,696
Padding Jackets 27,165,338 25,866,663 13,665,642 12,896,571
Softball Jackets 39,862,097 40,246,791 20,062,543 20,256,857
Windbreakers 23,132,710 23,992,588 11,956,520 12,098,577
Ski Jacket 47,745,841 45,885,106 23,952,627 22,869,747
Fleece Jacket 58,382,750 50,255,267 27,365,901 22,569,857
Trucker Jacket 46,087,621 44,196,539 23,025,641 22,065,908
Trucker Jacket With ZIP Detachable 21,365,464 26,219,666 10,721,473 15,198,700
Ladies Blouse 33,348,174 32,807,159 16,525,476 15,458,752
Ladies Cord Tops 54,400,352 54,498,459 27,238,705 30,254,174
Ladies Tops 25,738,294 25,755,581 13,526,262 13,068,636
1,063,699,524 1,076,589,973 531,583,704 539,637,368
19.00 Cost of Goods Sold
Raw Material Consumption (Note: 19.01) 600,828,238 619,769,209 278,999,228 304,354,791
Manufacturing Overhead (Note: 19.05) 247,604,374 239,056,735 122,973,868 119,659,790
· The Value Added Tax Act 2012; 848,432,612 858,825,944 401,973,096 424,014,580
Add: Opening Work in Progress 13,897,654 13,530,820 13,421,587 12,958,485
862,330,266 872,356,764 415,394,683 436,973,065
Less: Closing Work in Progress (13,590,652) (13,026,901) (13,590,652) (13,026,901)
Cost of Goods Manufactured 848,739,614 859,329,863 401,804,031 423,946,164
Add: Opening Stock of Finished Goods 91,234,560 75,684,541 119,859,546 89,584,802
939,974,174 935,014,404 521,663,577 513,530,966
Less: Sample Expenses (609,519) (538,223) (305,064) (280,863)
Less: Closing Stock of Finished goods (102,518,459) (92,816,205) (102,518,459) (92,816,205)
Cost of Goods Sold 836,846,196 841,659,976 418,840,054 420,433,899
19.01 Raw Material Consumption
Fabrics Consumption (Note 19.02) 419,573,875 441,700,562 191,398,072 217,118,695
Accessories Consumption (Note 19.03) 175,247,391 172,283,898 84,639,070 84,468,579
Packing Materials Consumed (Note 19.04) 6,006,971 5,784,748 2,962,086 2,767,516
600,828,238 619,769,209 278,999,228 304,354,791
19.02 Fabrics Consumed
Opening Balance 188,123,843 166,435,600 163,485,221 153,254,851
Add: Purchase during the period 433,960,017 461,923,215 230,422,836 250,522,097
622,083,860 628,358,815 393,908,057 403,776,948
Less. Closing Stock (202,509,985) (186,658,253) (202,509,985) (186,658,253)
Fabrics Consumed 419,573,875 441,700,562 191,398,072 217,118,695
19.03 Accessories Consumed
Opening Balance 139,234,560 90,036,547 128,154,510 91,825,479
Add: Purchase during the period 165,550,236 172,462,836 86,021,965 82,858,585
304,784,796 262,499,383 214,176,475 174,684,064
Less. Closing stock (129,537,405) (90,215,485) (129,537,405) (90,215,485)
Accessories Consumed 175,247,391 172,283,898 84,639,070 84,468,579
19.04 Packing Materials
Opening Balance 15,245,390 16,063,568 15,195,582 16,150,221
Add: Purchase during the period 5,997,646 5,689,743 3,002,569 2,585,858
21,243,036 21,753,311 18,198,151 18,736,079
Less: Closing stock (15,236,065) (15,968,563) (15,236,065) (15,968,563)
Packing Materials Consumed 6,006,971 5,784,748 2,962,086 2,767,516
Prospectus of Beka Garments and Textile Limited Page | 204
19.05 Manufacturing Overhead
Wages, Salary & Allowance 144,113,741 143,408,165 71,845,258 71,720,152
Screen Printing 4,406,927 3,865,695 1,958,587 1,895,002
Embroidery Charges 6,482,903 6,353,351 3,102,550 3,026,869
BEPZA and Customs Charges 5,261,186 4,991,265 2,602,596 2,497,265
Washing Charges 6,619,699 6,574,167 3,321,525 3,302,484
Oil and lubricants 6,778,409 7,393,741 3,054,257 3,699,502
Repair and Maintenance 1,958,190 2,055,998 912,856 975,955
Printing & stationary 99,631 96,659 50,726 49,530
Transportation, conveyance and other charges 3,606,797 3,566,611 1,800,365 1,789,582
Factory Rent 13,127,103 13,045,255 6,577,859 6,522,104
Fooding Charges 4,393,879 4,257,595 2,203,653 2,156,390
Factory Insurance 641,133 935,551 511,782 467,775
Worker group Ins. 56,455 36,577 19,879 36,577
Provident Fund Exp. 119,852 119,331 59,926 59,745
Electricity Bill 3,049,345 3,058,138 1,546,239 1,530,289
EPZ Medical Bill 798,227 787,736 400,236 394,521
Medical Expenses 655,275 692,993 309,325 304,585
Water bill 410,088 408,452 199,568 200,458
Spare Parts (Note: 19.06) 2,965,573 3,132,493 1,376,422 1,697,654
Depreciation (Annexure-A) 42,059,961 34,276,964 21,120,260 17,333,351
247,604,374 239,056,735 122,973,868 119,659,790
19.06 Spare Parts
Opening Balance 5,234,580 5,563,804 5,110,415 5,424,914
Add: Purchase during the period 2,933,582 2,820,474 1,468,596 1,524,525
8,168,162 8,384,278 6,579,011 6,949,439
Less. Closing stock (5,202,589) (5,251,785) (5,202,589) (5,251,785)
Spare Parts Consumed 2,965,573 3,132,493 1,376,422 1,697,654
20.00 Administrative Expense
Salary and Allowance 33,196,681 32,117,054 16,682,568 16,032,659
Directors Remuneration/ Honorarium 2,340,000 2,340,000 1,170,000 1,170,000
Board Meeting Fee 42,000 14,000 18,000 6,000
Audit Fees 100,000 50,000 50,000 25,000
Worker group Ins. 4,405 2,854 1,551 2,854
Travelling, conveyance and others 3,314,302 3,205,748 1,695,823 1,602,523
Repair & Maintenance 1,137,208 1,672,178 534,605 781,594
Telephone, Mobile and Internet 181,893 172,368 91,263 90,568
Printing & stationary 459,250 452,258 229,340 225,998
Compliance audit & other fees 310,798 367,932 150,000 210,000
Consultancy fees 300,000 539,942 300,000 200,000
Office Rent 1,440,000 1,440,000 720,000 720,000
Utility Bill 499,520 497,257 251,015 255,004
Provident Fund Exp. 117,907 116,366 58,596 59,311
Entertainment Expenses 127,206 99,580 64,245 51,067
Miscellaneous Expenses 82,464 105,825 41,453 52,502
Workers Welfare Fund (EPZ) 294,028 291,504 150,025 148,653
Depreciation (Annexure-A) 5,257,495 4,284,620 2,640,033 2,166,669
49,205,157 47,769,487 24,848,516 23,800,402
21.00 Selling and Distribution Expense
Salary and Allowance 1,502,795 1,426,578 751,773 736,268
Entertainment Expense 937,017 905,476 468,977 463,646
Caring, Handling and conveyance 1,457,325 1,461,691 728,735 720,008
C & F Charge 1,290,317 1,303,873 645,481 637,165
Inspection Expense 1,119,994 1,111,325 560,081 544,641
Repair & Maintenance 836,512 865,348 418,674 411,417
Postage & Courier 688,212 656,658 344,621 335,827
Printing & Stationary 217,570 206,798 109,111 106,142
Telephone and Mobile 175,441 171,473 87,808 85,633
Overseas Travelling Expenses 1,865,081 2,140,500 713,796 1,109,142
Sales Promotion Expenses 1,008,625 1,064,884 531,959 441,359
Miscellaneous Expenses 244,214 231,437 122,835 126,437
Freight Charges 7,030,740 6,573,757 3,520,635 3,311,446
Transportation and others 3,698,445 3,324,555 1,851,070 1,710,519
Insurance expense - export 3,986,961 3,551,522 2,003,398 1,836,559
B.L. charge 1,033,007 932,017 520,348 483,638
Sample Expenses 609,519 538,223 305,064 280,863
Depreciation (Annexure-A) 5,257,495 4,284,620 2,640,033 2,166,669
32,959,271 30,750,735 16,324,400 15,507,376
Prospectus of Beka Garments and Textile Limited Page | 205
22.00 Finance Cost
Bank Charge 346,334 606,018 264,307 264,307
L/C Expense 1,344,748 1,320,947 686,258 686,258
Interest on Bank Loan 13,566,306 26,719,693 6,506,478 8,247,549
15,257,388 28,646,658 7,457,043 9,198,114
23.00 Other Income
Sale of Wastage 232,227 222,205 102,569 109,658
Foreign Exchange Gain/(loss) 1,843,897 920,678 1,248,448 519,390
2,076,124 1,142,883 1,351,017 629,048
24.00 Earning Per Share (EPS)
Net Profit after Tax 131,507,637 128,906,001 65,464,708 71,326,626
102,000,000 48,346,606 102,000,000 48,346,606
Earnings per Share (EPS) 1.29 2.67 0.64 1.48
Earnings per Share (Diluted-Considering full no. of share) 1.29 1.26 0.64 0.70
24.01 Calculation of Weighted average number of Shares outstanding at the end of the period
W.A.No.of Share W.A.No.of Share W.A.No.of Share W.A.No.of Share
340,000 340,000 340,000 340,000
21,999,950 21,999,950 21,999,950 21,999,950
79,660,050 24,850,000 79,660,050 24,850,000
- 1,156,656 - 1,156,656
102,000,000 48,346,606 102,000,000 48,346,606
25.00 Net Asset Value (NAV) per Share 31-Dec-19 30-Jun-19
Total Asset 2,836,232,438 2,718,880,256
Less: Total Outside Liability 295,190,941 309,346,396
Net Asset 2,541,041,497 2,409,533,860
Number of Ordinary Shares 102,000,000 85,000,000
Net Asset Value (NAV) Per Share 24.91 28.35
26.00 Net Operating Cash Flows Per Share (NOCFPS) 31-Dec-19 31-Dec-18
Net Operating Cash flow for the year 142,447,452 136,842,599
102,000,000 48,346,606
Net Operating Cash flow Per Share (NOCPS) 1.40 2.83
Calculation of Weighted Average Number of Shares (Share Money Deposit)
Deposit DateReporting
DateAmount in BDT Used in Days
Weighted Average
No. Share as on
31.12.2018
13-Sep-18 31-Dec-18 3,000,000 110 179,348
20-Sep-18 31-Dec-18 1,300,000 103 72,772
23-Sep-18 31-Dec-18 700,000 100 38,043
15-Oct-18 31-Dec-18 2,000,000 78 84,783
25-Oct-18 31-Dec-18 150,000 68 5,543
1-Nov-18 31-Dec-18 10,000,000 61 331,522
1-Nov-18 31-Dec-18 1,000,000 61 33,152
11-Nov-18 31-Dec-18 450,000 51 12,473
12-Nov-18 31-Dec-18 1,000,000 50 27,174
13-Nov-18 31-Dec-18 2,500,000 49 66,576
14-Nov-18 31-Dec-18 500,000 48 13,043
22-Nov-18 31-Dec-18 1,396,000 40 30,348
2-Dec-18 31-Dec-18 7,515,229 30 122,531
9-Dec-18 31-Dec-18 100,000 23 1,250
9-Dec-18 31-Dec-18 5,000,000 23 62,500
10-Dec-18 31-Dec-18 2,500,000 22 29,891
10-Dec-18 31-Dec-18 100,000 22 1,196
12-Dec-18 31-Dec-18 4,000,000 20 43,478
13-Dec-18 31-Dec-18 100,000 19 1,033
Weighted Average no. of Shares (Share Money Deposit) Used Partially on 31.12.2018 1,156,656
27.00 OTHER COMMITMENTS, CONTINGENCIES AND RELEVANT INFORMATION
27.01 Contingencies
27.02 Capital expenditure commitment
Particulars
Paid Up Capital (in Share)
Stock Dividend (100% Used)
Weighted average Share money Deposit (100% Use)
Weighted Average Number of Share outstanding(Note 24.01)
Weighted average Share money Deposit (Use Partially)
For the Period ended
For the Period ended
There is no contingent event that may require recognition of contingent liabilities for the period ended on 31 December 2019.
Total
Weighted Average Number of Share outstanding at the end of
the period (Note 24.01)
There was no capital expenditure commitment or contract at 31 December 2019. There was no material capital expenditure authorized by the
Board but not contracted for the period ended 31 December 2019.
Prospectus of Beka Garments and Textile Limited Page | 206
27.03 Directors' interest in contracts with the company
27.04 Segment Reporting
27.05 Credit Facility Not Availed
27.06 Events after the Reporting Period
27.07 Attendance Status of Board Meeting of Directors
Name of Directors Position
Attendance
Status 01 July
2019 To 31 Dec.
2019
01 July 2019 To 31
Dec. 2019
01 July 2018 To
31 Dec. 2018
01 Oct 2019 To 31
Dec. 2019
01 Oct 2018 To 31
Dec. 2018
Mr. Micky Diaz Chairman 5 10,000 6,000 4,000 2,000
Boby N DiazManaging
Director5 10,000 2,000 4,000 2,000
Ms. Bani Diaz Director 5 10,000 6,000 4,000 2,000
Jhonathan Brook Diaz Director 3 6,000 - 2,000 -
Ekhlasur RahmanIndependent
Director3 6,000 - 4,000 -
Total 42,000 14,000 18,000 6,000
27.08 Related party disclosures (IAS-24)
Name of Directors RelationName of the
TransactionsOpening Balance
Addition During
the period
Paid During the
periodClosing Balance
Mr. Micky Diaz Chairman 250,000 1,510,000 1,510,000 250,000
Boby N DiazManaging
Director140,000 850,000 850,000 140,000
Ms. Bani Diaz Director - 10,000 10,000 -
Jhonathan Brook Diaz Director - 6,000 6,000 -
Ekhlasur RahmanIndependent
Director- 6,000 6,000 -
Total 390,000 2,382,000 2,382,000 390,000
27.09 The total amount of remuneration paid in the accounting year is as follows:
Name Of Directors Relation Name of the
Mr. Micky Diaz Chairman 1,500,000 1,500,000 750,000 750,000
Boby N DiazManaging
Director840,000 373,333 420,000 373,333
Ms. Bani Diaz Director - 466,667 - 46,667
Jhonathan Brook Diaz Director
Ekhlasur RahmanIndependent
Director
Total 2,340,000 2,340,000 1,170,000 1,170,000
27.10
390,000 390,000 390,000 390,000
(iii) Payments from a provident funds, subscription and interest
iv) Share Based payments
Paid During the Period
Managerial Remuneration paid or payable during the period to the
directors, including managing directors, a managing agent or
managerExpenses reimbursed to Managing Agent
Commission or Remuneration payable separately to a managing
agent or his associate
Directors
Honorarium &
Remuneration
Note: Ms. Bani Diaz resigned from Managing Director and stayed as Director and Boby N Diaz has newly appointed as Director as well as Managing
Director on 10 October 2018.
The profit and loss account will give by way of a note detailed information, showing separately the following payments provided or made
during the financial year to the directors, including managing director, the managing agents or manager, if any, by the company, subsidiaries
of the company and any other person:-
Particulars
The money value of the contracts for the sale or purchase of
goods and materials or supply of services, entered into by the
company with the managing agent or his associate during the
financial period.
Any other perquisite or benefits in cash or in kind stating,
approximate money value where applicable.
Other allowances and commission including guarantee
(i) Pensions
Honorarium,
Remuneration &
Meeting Attendance
fee
Commission received or receivable by the managing agent or his
associate as selling or buying agent of other concerns in respect of
contracts entered into by such concerns with the company
There was no transaction resulting in Directors' interest with the company and no leasing facilities have been made available to the Directors.
There was no credit facility available to the company under any contract, but not availed for the period ended 31 December 2019 other than trade credit
available in the ordinary course of business.
As there is a single business and geographic segment within the company operates as such no segment reporting is felt necessary.
No material events had occurred from end of reporting period to the date of issue of Financial Statements, which could materially affect the values stated
in the Financial Statements.
During the period ended 31 December 2019, there were 05 (Five) Board Meetings were held. The attendance status of all the meetings is as follows:
(ii) Gratuities
The Company carried out a number of transactions with related parties in the normal course of business on arms length basis.
Prospectus of Beka Garments and Textile Limited Page | 207
27.11 Disclosure as per IAS- 24:
As per Para-17, IAS- 24:
(a) Short-term employee benefits 2,340,000 2,340,000 1,170,000 1,170,000
(b) Post-employee benefits - - - -
(c) Other long term benefits - - - -
(d) termination benefits and - - - -
(e) share- based payment - - - -
2,340,000 2,340,000 1,170,000 1,170,000
As per Para-18, IAS- 24:Disclosure requirements of IAS 24, Para 18 minimum disclosure shall include:
a) the amount of transactions; 2,340,000 2,340,000 1,170,000 1,170,000
b) the amount of outstanding balance, including commitments, and; 390,000 390,000 390,000 390,000
Honorarium,
Remuneration &
Meeting Fee
Honorarium,
Remuneration &
Meeting Fee
Honorarium,
Remuneration &
Meeting Fee
Honorarium,
Remuneration &
Meeting Fee
Nil Nil Nil Nil
Nil Nil Nil Nil
Nil Nil Nil Nil
27.12 Aggregated amount of Remuneration, Fess, Salary & Wages of employees are given below :
Directors Remuneration 2,340,000 2,340,000 1,170,000 1,170,000
Board Meeting Attendance Fees 42,000 14,000 18,000 6,000
Wages, Salary & Allowance 144,113,741 143,408,165 71,845,258 71,720,152
Salary & Allowance 34,699,476 33,543,632 17,434,341 16,768,927
181,195,217 179,305,797 90,467,599 89,665,079
27.13 Disclosures as per requirement of Schedule XI, Part II, Para-III of the Companies Act, 1994
Employee position of the Company as follows:
Salary Range (monthly) Staff Worker Number of Employee
Total as on 31
December 2019
Total as on 30
June 2019
Below 8,200
Above 8,200 154 1982 2136 2115
27.14 Disclosure as per requirement of Para 7 of Part II of Schedule XI of the Companies Act, 1994
Utilization of Capacity - Para 7 of Schedule XI, Part II
Installed Capacity (Pcs) (6 Months) 6,179,149 5,417,564
Actual Production (Pcs) (6 Months) 4,266,490 4,459,141
Capacity Utilization (%) for the year 69.05% 82.31%
*The Company has
transferred plant
macinaries to its The requirement of schedule XI Part-II, Para-3(a): Turnover
Turnover in Quantity (Pcs.) (6 Months) 3,921,668 3,958,732
Turnover in Amount (BDT) (6 Months) 1,063,699,524 1,076,589,973
The requirement of schedule XI Part-II, Para-3(b): Raw Material Consumed
Raw Material Consumed in Quantity (6 Months) 7,841,663 8,114,287
Raw Material Consumed in Amount (BDT) (6 Months) 600,828,237 619,769,208
The requirement of schedule XI Part-II, Para-3(C): Inventory
Raw Material (Fabric)
Opening Quantity 1,854,241 1,844,713
Production During the year/period 3,873,069 4,163,063
Closing at the end of the year/period 1,861,253 1,835,690
Raw Material (Accessories)
Opening Quantity 2,296,946 2,302,919
Production During the year/period 3,130,005 3,123,599
Closing at the end of the year/period 2,275,809 2,298,532
Work in Process
Opening Quantity 83,219 80,541
Closing at the end of the year/period 82,967 80,306
Finished Goods
Opening Quantity 398,150 325,018
Closing at the end of the year/Period 449,753 324,057
An entity shall disclose key management personnel compensation in total and for each of the following benefits:
i) their terms & condition, including whether they are
secured, and the nature of the consideration to be provided in
settlement; and
c) provisions for doubtful debts related to the amount of
outstanding balance; and
d) the expenses recognized during the period in respect of bad
or doubtful debts due from related parties.
ii) details of any guarantee given or received;
Prospectus of Beka Garments and Textile Limited Page | 208
27.15 Received from Customers
Sales during the Period 1,063,699,524 1,076,589,973
Add: opening receivable 609,861,737 563,838,764
Less: closing receivable (606,227,202) (587,659,308)
1,067,334,059 1,052,769,429
27.16 Cash Paid to Suppliers
Purchase of raw material 608,441,481 642,896,268
Add: closing advance for procurement 2,304,861 584,585
Less: opening advance for procurement (820,560) (750,564)
Add: opening Accounts Payable 22,206,213 29,520,212
Less: closing Accounts Payable (23,472,833) (26,503,449)
608,659,161 645,747,052
27.17 Cash Paid to Employee
Salary Expense during the year 181,432,976 179,541,494
Add: closing Advance for Salaries 2,529,527 5,698,668
Less: opening Advance for Salaries (755,638) (6,810,818)
Add: opening Liabilities for Salaries 30,591,704 29,788,353
Less: Closing Liabilities for Salaries (30,351,429) (29,384,409)
183,447,139 178,833,288
27.18 Cash Paid for Manufacturing & Operating Expenses
Manufacturing & Operating Expense 148,335,826 138,035,463
Add: opening Liabilities for expenses 3,938,546 3,844,919
Add: Purchase of Spare Parts - -
Less: closing Liabilities for expenses (3,437,060) (3,854,879)
Add: closing Advance deposit & prepayment 48,890,779 9,440,204
Hypothecation of plant and machinery, equipment, raw materials, WIP, finished goods, lien on export LC depends on the volume of exports and import over the period. The hypothecation of machinery of the export or import varies. Accordingly, the risk of hypothecations may need to be secured to bank as per the bank dues. The hypotheses assets were kept as security against hypothecation. The bank may need for additional security against hypothecation assets of the export or import varies over the period. So we have enough assets against the loan. We do not need any further collateral.(8,565,515) (9,380,092)
Less: Spare Parts Consume (2,965,573) (3,132,493)
Less: Sample Expense (609,519) (538,223)
Less: Depreciation Expense (52,574,951) (42,846,205)
133,012,533 91,568,694
27.19 Cash Paid to Property, Plant and Equipment
Additions of Fixed Assets 110,782,679 123,341,949
Less: Transfer from Capital Work in Progress (83,113,226) -
Add: Other payables 1,704,189 (1,704,189)
29,373,642 121,637,760
27.20 Cash Paid to Capital Work In Progress
Addition of Factory Building & Other Construction 65,808,367 28,069,859
Addition of Land Development - 2,985,620
Addition of Plant & Machinery - 12,540,720
65,808,367 43,596,199
27.21 Long Term Loan Received/(Payment)
Loan Received during the period (Principle) 203,974,047 240,682,018
Interest incurred during the period 12,129,044 19,731,946
Less: Loan Paid during the period (Principle) (219,783,023) (111,352,174)
Less: Interest paid during the period (12,129,044) (19,731,946)
Net of Long Term Loan Received/(Payment) (15,808,976) 129,329,844
27.22 Short Term Loan Received/(Payment)
Loan Received during the period (Principle) 30,347,878 -
Interest incurred during the period 1,437,262 5,044,639
Less: Loan Paid during the period (Principle) (27,515,027) (62,311,719)
Less: Interest paid during the period (1,437,262) (5,044,639)
Net of Short Term Loan Received/(Payment) 2,832,851 (62,311,719)
27.23 Bank Overdraft/Sod Received/(Payment)
Opening Balance - 55,016,197
Bank Overdraft Received during the period (Principle) - -
Interest incurred during the period - 1,968,108
Less: Overdraft Paid during the period (Principle) - (55,016,197)
Less: Interest paid during the period - (1,968,108)
Net of Bank Overdraft/Sod Received/(Payment) - -
27.19
Particulars Amounts in Taka
01 July 2019 To 31
Dec. 2019
01 July 2018 To 31
Dec. 2018
Profit before Tax 131,507,637 128,906,001
Adjustment:
Depreciation 52,574,951 42,846,205
Financial Expenses 15,257,388 28,646,658
Other Payables 1,704,189 (1,704,189)
Adjustment of Foreign exchange Gain/(Loss) (1,276,521) (457,858)
(Increase)/Decrease in Inventory (15,624,568) (36,622,312)
(Increase)/Decrease in Trade and Other Receivables 3,067,159 (24,283,365)
Increase/(Decrease) in Trade Payable & Others (437,569) (1,312,574)
Increase/(Decrease) in Liabilities (741,762) (393,984)
(Increase)/Decrease in Advance, Deposits and Pre-Payments (43,583,454) 1,218,017
142,447,452 136,842,599
Reconciliation of Net Profit with Cash Flow from Operating Activities (Notification No. BSEC/ CMRRCD/ 2006-158/ 2008/Admin/81, dated: 20 June 2018.
Prospectus of Beka Garments and Textile Limited Page | 209
Annexure-A
(Amount in Taka)
Balance as on 1st
July, 2019
Addition
during the
Period
Balance as on 31
December, 2019
Balance as on
1st July, 2019
Charge during
the Period
Balance as on
31 December,
2019
Land Development 35,416,112 - 35,416,112 4% 1,416,644 708,322 2,124,967 33,291,145
Factory Building & Other Construction 214,902,916 - 214,902,916 5% 3,836,814 5,243,673 9,080,487 205,822,429
Plant & Machinery 1,060,829,808 77,841,690 1,138,671,498 7.5% 193,032,909 32,573,191 225,606,100 913,065,397
Boiler & compressor 42,349,984 1,584,285 43,934,269 10% 8,987,436 1,697,463 10,684,899 33,249,370
Generator 28,884,728 498,562 29,383,290 10% 6,498,178 1,127,522 7,625,700 21,757,590
Office Equipment 65,218,796 956,583 66,175,379 10% 16,278,798 2,451,826 18,730,624 47,444,755
Furniture & Fixture 67,116,308 11,095,728 78,212,036 10% 16,681,882 2,630,578 19,312,460 58,899,576
Electric Installations 25,254,187 5,271,536 30,525,723 10% 138,379 1,270,422 1,408,802 29,116,921
Motor Vehicle 25,767,323 13,534,295 39,301,618 10% 2,513,196 1,490,082 4,003,278 35,298,340
Fire Hydrant System 38,856,959 - 38,856,959 10% 3,694,073 1,736,168 5,430,240 33,426,719
Fire Extinguishers 41,957,036 - 41,957,036 10% 8,626,321 1,645,704 10,272,025 31,685,011
Total as on 31 December 2019 1,646,554,157 110,782,679 1,757,336,836 261,704,631 52,574,951 314,279,583 1,443,057,253
Depreciation on Land Development
Allocation of depreciation: Percent(%) Taka
Factory overhead 80 42,059,961
Administrative expense 10 5,257,495
Selling & distribution expense 10 5,257,495
Total 100 52,574,951
The Company operated their business by using BEPZA land on monthly rental basis. The Company has leased 2 plots of land property from BEPZA on 2013 for 30
years lease period (renewable). The Company developed this land in order to use the property for factory. The Company started commercial operation on the rented
property from 2014 . As there, the Company charged Depreciation on land development on Straight line Method assuming over the 25 years lease term or 4% of each
year as Straight line basis on total cost.
Beka Garment and Textiles Ltd.
Schedule of Property, Plant and Equipment
As at 31 December, 2019
Particulars
Cost
Rate
(%)
Depreciation Written down
value at
31 December,
2019
Prospectus of Beka Garments and Textile Limited Page | 210
Annexure-A
(Amount in Taka)
Balance as on 1st July,
2018
Addition during the
year
Balance as on 30
June, 2019
Balance as on 1st
July, 2018
Charge during
the year
Balance as on 30
June 2019
Land Development - 35,416,112 35,416,112 4% - 1,416,644 1,416,644 33,999,468
Factory Building & Other Construction 41,281,167 173,621,749 214,902,916 5% 1,114,991 2,721,823 3,836,814 211,066,102
Plant & Machinery 950,232,553 110,597,255 1,060,829,808 7.5% 131,146,982 61,885,927 193,032,909 867,796,899
Boiler & compressor 20,002,300 22,347,684 42,349,984 10% 6,777,135 2,210,301 8,987,436 33,362,548
Generator 19,791,387 9,093,341 28,884,728 10% 4,675,137 1,823,041 6,498,178 22,386,550
Office Equipment 48,475,267 16,743,529 65,218,796 10% 11,656,535 4,622,263 16,278,798 48,939,998
Furniture & Fixture 44,382,066 22,734,242 67,116,308 10% 12,323,769 4,358,113 16,681,882 50,434,426
Electric Installations - 25,254,187 25,254,187 10% - 138,379 138,379 25,115,808
Motor Vehicle - 25,767,323 25,767,323 10% - 2,513,196 2,513,196 23,254,127
Fire Hydrant System - 38,856,959 38,856,959 10% - 3,694,073 3,694,073 35,162,886
Fire Extinguishers 22,717,140 19,239,896 41,957,036 10% 5,590,595 3,035,727 8,626,321 33,330,715
Total as on 30 June 2019 1,146,881,880 499,672,277 1,646,554,157 173,285,143 88,419,488 261,704,631 1,384,849,526
Allocation of depreciation: (%) Taka
Factory overhead 80 70,735,590
Administrative expense 10 8,841,949
Selling & distribution expense 10 8,841,949
Total 100 88,419,488
Beka Garments and Textile Limited.
Schedule of Property, Plant and Equipment
As at 30 June 2019
Particulars
Cost Rate
(%)
Depreciation Written down value
at
30 June 2019
Prospectus of Beka Garments and Textile Limited Page | 211
(b)Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding Company;
Not applicable for Beka Garments and Textile Limited as it is not a holding Company.
(c) Selection ratios as specified in Annexure-D;
We have examined the following earnings per share (EPS) and other ratios of to BEKA Garments & Textile Limited. for the
December 31, 2019 period ended June 30, 2019, 2018, 2017,2016 and 2015 which have been produced by the management of
the Company. The preparation of the EPS and the 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 stated principle on the basis
of audited Financial Statements for the December 31,2019 year and ended June 30, 2019, 2018, 2017,2016 and 2015. Based
on the review, we certify that the Company has properly prepared the following EPS and other ratios using stated principles
on the basis of audited Financial Statements. Ratios pertinent to the prospectus are as specified in rule 4(1)(d)/Annexure-D
of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015.
Name of Ratio For the year/Period
31-12-2019 30-06-2019 30-06-2019 30-06-2019 30-06-2019 30-06-2019
A. Liquidity Ratios
1 Current Ratio (Times) 11.02 8.68 4.09 3.74 3.07 4.24
2 Quick Ratio (Times) 6.30 5.16 2.44 2.53 2.14 3.07
B. Operating Ratios
1 Accounts Receivable Turnover
Ratio (Times) 1.75 3.68 3.95 4.10 4.42 5.47
2 Inventory Turnover Ratio
(Times) 1.82 4.09 5.54 7.38 8.91 9.42
3 Assets Turnover Ratio (Times) 0.38 0.90 1.14 1.36 1.67 1.99
C. Profitability Ratios
1 Gross Margin Ratio (%) 21.33% 22.40% 22.26% 23.46% 23.87% 23.90%
2 Operating Income Ratio (%) 13.60% 15.00% 15.23% 15.48% 16.35% 15.55%
3 Net Income Ratio (%) 12.36% 12.96% 12.06% 13.38% 13.93% 14.43%
4 Return on Assets Ratio (%) 4.73% 11.64% 13.78% 18.21% 23.22% 28.69%
5 Return on Equity Ratio (%) 5.31% 14.06% 17.73% 23.87% 31.40% 44.56%
6 Earnings Per Share (EPS)-
Basic 1.29 6.58 8.53 11.21 11.22 9.23
7 EBITDA Margin 18.74% 19.15% 17.48% 17.65% 18.09% 17.06%
D. Solvency Ratios
1 Debt to total Asset Ratio 0.08 0.09 0.22 0.15 0.25 0.16
2 Debt to Equity Ratio (Times) 0.09 0.10 0.29 0.19 0.35 0.20
3 Times Interest Earned Ratio
(Times) 9.48 7.17 4.71 7.21 6.63 13.36
4 Debt Service Coverage Ratio 5.12 1.30 5.40 2.45 7.34 14.66
E. Cash Flows Ratios
1 Net operating Cash Flow Per
Share 1.38 6.65 6.39 13.50 7.66 0.95
2 Net operating Cash Flow Per
Share/EPS Basic 1.07 1.01 0.75 1.21 0.68 0.10
We have examined the calculation of the above ratios of Beka Garments and Textile Limited for the period ended 31
December 2019 and for the year ended 30 June 2019, 2018, 2017, 2016 and 2015 and found them correct. Details
calculation Shown in Annexure-A.
Date: January 27, 2020
Place: Dhaka
Shiraz khan Bashak & Co
Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 212
Auditors' Certificate regarding calculation of EPS and Ratios
Beka Garments and Textile Limited
Name of Ratio
Amount in Taka
31 Dec. 2019 30 June,2019 30 June,2018 (Restated)* 30 June,2017 30 June,2016 30 June,2015
Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result
A. Liquidity Ratios
1
Current
Ratio
(Times)
Current Assets 1,218,460,744
11.02
1,142,011,430
8.68
953,772,116
4.09
768,334,490
3.74
735,209,941
3.07
565,289,033
4.24 Current Liability 110,578,641 131,522,023 233,113,364 205,381,077 239,316,769 133,361,264
2
Quick
Ratio
(Times)
Current Assets-
Inventory-
Advance
696,140,422 6.30
678,899,130 5.16
569,515,762 2.44
519,038,917 2.53
513,100,535 2.14
409,227,220 3.07
Current Liability 110,578,641 131,522,023 233,113,364 205,381,077 239,316,769 133,361,264
B. Operating Ratios
1
Accounts
Receivable
Turnover
Ratio
(Times)
Sales 1,063,699,524
1.75
2,163,412,780
3.68
2,134,627,036
3.95
2,110,132,019
4.10
2,028,645,346
4.42
1,602,179,101
5.47 Average
Receivables 608,833,749 587,103,046 540,899,787 514,739,195 458,837,876 292,660,950
2
Inventory
Turnover
Ratio
(Times)
Cost of Sales 836,846,196
1.82
1,678,884,652
4.09
1,659,453,629
5.54
1,615,000,507
7.38
1,544,330,070
8.91
1,219,331,904
9.42 Average
Inventory 460,782,871 410,142,733 299,613,085 218,840,440 173,259,408 129,395,165
3
Assets
Turnover
Ratio
(Times)
Sales 1,063,699,524 0.38 2,163,412,780
0.90
2,134,627,036
1.14
2,110,132,019
1.36
2,028,645,346
1.67
1,602,179,101
1.99 Average Total
Assets 2,777,556,347 2,409,106,397 1,868,763,844 1,549,766,670 1,217,160,371 805,770,167
C. Profitability Ratios
1
Gross
Margin
Ratio (%)
Gross Profit 226,853,328 21.33
% 484,528,128 22.40
%
475,173,407 22.26%
495,131,512 23.46%
484,315,276 23.87
%
382,847,197 23.90
% Sales 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
2
Operating
Income
Ratio (%)
Operating Profit 144,688,900 13.60
% 324,612,079 15.00
%
325,142,317 15.23%
326,618,261 15.48%
331,752,617 16.35
%
249,195,665 15.55
% Sales 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
3 Net Income
Ratio (%)
Profit After Tax 131,507,637 12.36
% 280,476,964 12.96
%
257,508,204 12.06%
282,266,240 13.38%
282,575,727 13.93
%
231,147,167 14.43
% Sales 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
4
Return on
Assets
Ratio (%)
Profit After Tax 131,507,637 4.73% 280,476,964 11.64
%
257,508,204
13.78%
282,266,240
18.21%
282,575,727 23.22
%
231,147,167 28.69
% Average Total
Assets 2,777,556,347 2,409,106,397 1,868,763,844 1,549,766,670 1,217,160,371 805,770,167
5 Profit After Tax 131,507,637 5.31% 280,476,964 257,508,204 17.73% 282,266,240 23.87% 282,575,727 231,147,167 44.6%
Prospectus of Beka Garments and Textile Limited Page | 213
Name of Ratio
Amount in Taka
31 Dec. 2019 30 June,2019 30 June,2018 (Restated)* 30 June,2017 30 June,2016 30 June,2015
Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result
Return on
Equity
Ratio (%)
Average
Shareholders'
Equity
2,475,287,678 1,995,245,128 14.06
% 1,452,202,294 1,182,315,073 899,894,090
31.40
% 518,782,643
6
Earnings
Per Share
(EPS)-
Basic
Profit After Tax 131,507,637 1.29 280,476,964 6.58 257,508,204 8.53 282,266,240 11.21 282,575,727 11.22 231,147,167 9.23
Weighted
Average Number
of Shares
102,000,000 42,602,165 30,189,950 25,190,000 25,190,000 25,048,720
7 EBITDA
Margin(%)
EBITDA 199,339,975 18.74
% 414,195,395 19.15
%
373,072,641 17.48%
372,372,813 17.65%
366,927,031 18.09
%
273,312,038 17.06
% Net Sales 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
D Solvency Ratios:
1
Debt to
total Asset
Ratio
Total Debt 237,929,619 0.08 250,905,743
0.09
455,222,658
0.22
252,555,412
0.15
359,372,511
0.25
151,027,841
0.16 Total Assets 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,150 1,461,338,190 972,982,551
2
Debt to
Equity
Ratio
Total Debt 237,929,619 0.09 250,905,743 0.10
455,222,658 0.29
252,555,412 0.19
359,372,511 0.35
151,027,841 0.20
Total Equity 2,541,041,497 2,409,533,860 1,580,956,396 1,323,448,193 1,041,181,953 758,606,226
3
Times
Interest
Earned
Ratio
(Times)
Operating Profit 144,688,900 9.48 324,612,079
7.17
325,142,317
4.71
326,618,261
7.21
331,752,617
6.63
249,195,665
13.36 Net Interest
Expenses 15,257,388 45,298,944 69,064,618 45,297,621 50,022,390 18,648,498
4
Debt
Service
Coverage
Ratio
Net operating
profit 144,688,900 5.12 324,612,079
1.30
373,072,641
5.40
372,372,813
2.45
366,927,031
7.34
273,312,038
14.66 Total Debt
Service 28,233,512 249,615,858 69,064,618 152,114,720 50,022,390 18,648,498
E Cash Flows Ratios
1
Net
operating
Cash Flow
Per Share
Net operating
Cash Flows 140,743,263 1.38 283,481,542
6.65
192,924,535
6.39
340,151,234
13.50
192,955,275
7.66
23,899,237
0.95 Weighted
Number of
Shares
102,000,000 42,602,165 30,189,950 25,190,000 25,190,000 25,048,720
2
Net
operating
Cash Flow
Per
Share/EPS
Net Operating
Cash Flows Per
share
1.38 1.07 6.65
1.01
6.39
0.75
13.50
1.21
7.66
0.68
0.95
0.10 Earnings Per
Share (EPS)-
Basic
1.29 6.58 8.53 11.21 11.22 9.23
* The Company split its share as on 23/10/2018 to 10.00 from 100.00 each and Restated EPS & NAV is Calculated on the basis of Share as on 30 Jun, 2019 and December31, 2019.
Prospectus of Beka Garments and Textile Limited Page | 214
Comparison ratios with the industry average ratios of the same periods:
BEKA GARMENTS AND TEXTILE LIMITED Industry
Average*** Remark/ Explanation
Particulars 30/06/2019 30/06/2019
Ratio Ratio
1. Liquidity Ratios:
Current Ratio (Times) 8.68 2.45 BGTL’s Current Ratio is satisfactory with
the industry average Current Ratio.
Quick Ratio (Times) 5.16 1.69
BGTL's Ratio is better than the industry
average ratio of quick assets are relatively
higher.
2. Operating Efficiency Ratios:
Accounts Receivable Turnover Ratio
(Times) 3.68 5.62
BGTL's Ratio is satisfactory as collection
period is shorter.
Inventory Turnover Ratio (Times) 4.09 3.54 BGTL's Ratio is satisfactory as inventory is
sold timely.
Assets Turnover Ratio (Times) 0.90 0.56 BGTL's Ratio is satisfactory than the
average industry
3. Profitability Ratios:
Gross Margin Ratio (%) 22.40% 15.31% BGTL's Ratio needs to be improved with
the average industry ratio.
Operating Income Ratio (%) 15.00% 10.54% BGTL's Ratio is satisfactory with the
average industry ratio.
Net Income Ratio (%) 12.96% 4.37%
BGTL's Ratio is much better than the
industry average ratio.
Return on Assets Ratio (%) 11.64% 2.91%
Return on Equity Ratio (%) 14.06% 4.95%
Earnings Per Share (Basic) 6.58 1.62
EBITDA Margin (%) 19.15% 15.32%
BGTL's Ratio is satisfactory with the
industry average ratio as higher net
operating profit.
4. Solvency Ratios:
Debt to Total Asset Ratio 0.09 0.22 BGTL's Ratio is better as debt burden is
lower than assets.
Debt to Equity Ratio (Times) 0.10 0.56 BGTL's Ratio is better as debt burden is
lower than equity.
Times Interest Earned Ratio (Times) 7.17
9.81 BGTL's Ratio is better than the industry
average ratio as operating profit is relatively
more sufficient to pay the the financial
expense.
Debt Service Coverage Ratio 1.30 1.16 BGTL‘s Ratio is satisfactory as Net
Operating profit is sufficient to pay the
financial expense and long-term debt.
5. Cash Flow Ratios:
Net Operating Cash Flow Per Share 6.65 2.52 BGTL‘s Ratio is satisfactory as Net
Operating Cash Flow is positive. Net Operating Cash Flow Per Share/EPS 1.01 0.35
**The industry average ratio is calculated through using the ratio of 3 listed similar companies namely Hwa Well Textiles (BD)
Limited, Saiham Textile Mills Limited and Envoy Textile Limited for the year ended June 30, 2019 (Source: Annual Report)
Prospectus of Beka Garments and Textile Limited Page | 215
Comparison with the Industry average ratios of same periods:
BEKA GARMENTS AND TEXTILE LIMITED Industry
Average*** Remark/ Explanation
Particulars 30/06/2018 30/06/2018
Ratio Ratio
1. Liquidity Ratios:
Current Ratio (Times) 4.09 2.13 BGTL’s Current Ratio is satisfactory with
the industry average Current Ratio.
Quick Ratio (Times) 2.44 1.44
BGTL's Ratio is better than the industry
average ratio of quick assets are relatively
higher.
2. Operating Efficiency Ratios:
Accounts Receivable Turnover Ratio (Times) 3.95 2.99 BGTL's Ratio is satisfactory as collection
period is shorter.
Inventory Turnover Ratio (Times) 5.54 5.97 BGTL's Ratio is satisfactory as inventory is
sold timely.
Assets Turnover Ratio (Times) 1.14 0.53 BGTL's Ratio is satisfactory than the
average industry
3. Profitability Ratios:
Gross Margin Ratio (%) 22.26% 13.98% BGTL's Ratio needs to be improved with
the average industry ratio.
Operating Income Ratio (%) 15.23% 9.17% BGTL's Ratio is satisfactory with the
average industry ratio.
Net Income Ratio (%) 12.06% 6.50%
BGTL's Ratio is much better than the
industry average ratio.
Return on Assets Ratio (%) 13.78% 3.67%
Return on Equity Ratio (%) 17.73% 5.86%
Earnings Per Share (Basic) 8.53 1.83
EBITDA Margin (%) 17.48% 17.61%
BGTL's Ratio is satisfactory with the
industry average ratio as higher net
operating profit.
4. Solvency Ratios:
Debt to Total Asset Ratio 0.22 0.25 BGTL's Ratio is better as debt burden is
lower than assets.
Debt to Equity Ratio (Times) 0.29 0.66 BGTL's Ratio is better as debt burden is
lower than equity.
Times Interest Earned Ratio (Times) 4.71 9.22
BGTL's Ratio is better than the industry
average ratio as operating profit is
relatively more sufficient to pay the the
financial expense.
Debt Service Coverage Ratio 5.40 1.94
BGTL ‘s Ratio is satisfactory as Net
Operating profit is sufficient to pay the
financial expense and long-term debt.
5. Cash Flow Ratios:
Net Operating Cash Flow Per Share 6.39 1.61 BGTL‘s Ratio is satisfactory as Net
Operating Cash Flow is positive. Net Operating Cash Flow Per Share/EPS 0.75 0.73
**The industry average ratio is calculated through using the ratio of 3 listed similar companies namely Hwa Well Textiles (BD)
Limited, Saiham Textile Mills Limited and Envoy Textile Limited for the year ended June 30, 2018 (Source: Annual Report)
Prospectus of Beka Garments and Textile Limited Page | 216
Comparison with the Industry average ratios of same periods:
BEKA GARMENTS AND TEXTILE LIMITED Industry Average***
Remark/ Explanation Particulars
30/06/2017 30/06/2017 Ratio Ratio
1. Liquidity Ratios:
Current Ratio (Times) 3.74 2.57
BGTL's Current Ratio is better than the
industry average current ratio because of
relatively lower current liabilities.
Quick Ratio (Times) 2.53 2.00
BGTL's Ratio is better than the industry
average ratio of quick assets are relatively
higher.
2. Operating Efficiency Ratios:
Accounts Receivable Turnover Ratio (Times)
4.10 2.59 BGTL's Ratio is satisfactory as collection
period is shorter.
Inventory Turnover Ratio (Times) 7.38 5.96 BGTL's Ratio is satisfactory as inventory
is sold timely.
Assets Turnover Ratio (Times) 1.36 0.47 BGTL's Ratio is satisfactory than the
average industry
3. Profitability Ratios:
Gross Margin Ratio (%) 23.46% 15.60% BGTL's Ratio needs to be improved
with the average industry ratio.
Operating Income Ratio (%) 15.48% 9.63% BGTL's Ratio is satisfactory with the
average industry ratio.
Net Income Ratio (%) 13.38% 7.02%
BGTL's Ratio is much better than the industry average ratio.
Return on Assets Ratio (%) 18.21% 3.54%
Return on Equity Ratio (%) 23.87% 5.52%
Earnings Per Share (Basic) 11.21 1.73
EBITDA Margin 17.65% 20.10% BGTL's Ratio is satisfactory with the industry average ratio as higher net operating profit.
4. Solvency Ratios:
Debt to Total Asset Ratio 0.15 0.26 BGTL's Ratio is better as debt burden is
lower than assets.
Debt to Equity Ratio (Times) 0.19 0.63 BGTL's Ratio is better as the debt burden
is lower than equity.
Times Interest Earned Ratio (Times) 7.21 15.08
BGTL's Ratio is better than the industry
average ratio as operating profit is
relatively more sufficient to pay the the
financial expense.
Debt Service Coverage Ratio 2.45 6.32
BGTL‘s Ratio is satisfactory as Net
Operating profit is sufficient to pay the
financial expense and long-term debt.
5. Cash Flow Ratios:
Net Operating Cash Flow Per Share 13.50 1.23 BGTL‘s Ratio is satisfactory as Net
Operating Cash Flow is positive. Net Operating Cash Flow Per Share/EPS 1.21 0.70
**The industry average ratio is calculated through using the ratio of 3 listed similar companies namely Hwa Well Textiles (BD)
Limited, Saiham Textile Mills Limited and Envoy Textile Limited for the year ended June 30, 2017 (Source: Annual Report)
Prospectus of Beka Garments and Textile Limited Page | 217
Comparison with the Industry average ratios of same periods:
BEKA GARMENTS AND TEXTILE LIMITED Industry
Average*** Remark/ Explanation
Particulars 30/06/2016 30.06.2016
Ratio Ratio
1. Liquidity Ratios:
Current Ratio (Times) 3.07 2.11 BGTL's Current Ratio is better than the industry average
current ratio because of relatively lower current liabilities.
Quick Ratio (Times) 2.14 1.46 BGTL's Ratio is better than the industry average ratio of
quick assets are relatively higher.
2. Operating Efficiency Ratios:
Accounts Receivable Turnover Ratio
(Times) 4.42 3.05
BGTL's Ratio is satisfactory as collection period is shorter.
Inventory Turnover Ratio (Times) 8.91 3.87 BGTL's Ratio is satisfactory as inventory is sold in a shorter
time.
Assets Turnover Ratio (Times) 1.67 0.49 BGTL's Ratio is satisfactory than the average industry
3. Profitability Ratios:
Gross Margin Ratio (%) 23.87% 14.89% BGTL's Ratio is better than the industry average ratio as
higher Gross profit.
Operating Income Ratio (%) 16.35% 9.03% BGTL's Ratio is better than the industry average ratio as
higher operating profit.
Net Income Ratio (%) 13.93% 7.00% BGTL's Ratio is better than the industry average ratio as
a higher net profit.
Return on Assets Ratio (%) 23.22% 3.60% BGTL's Ratio is satisfactory with the average industry.
Return on Equity Ratio (%) 31.40% 5.51%
BGTL's Ratio is satisfactory with the average industry. Earnings Per Share (Basic) 11.22 1.74
EBITDA Margin % 18.09% 19.81% BGTL's Ratio is better than the industry average ratio as
higher net operating profit.
4. Solvency Ratios:
Debt to Total Asset Ratio 0.25 0.24 BGTL's Ratio is better as debt burden is lower than assets.
Debt to Equity Ratio (Times) 0.35 0.53 BGTL's Ratio is better as the debt burden is lower than
equity.
Times Interest Earned Ratio (Times) 6.63 19.21
BGTL's Ratio is better than the industry average ratio as
operating profit is relatively more sufficient to pay the
financial expense.
Debt Service Coverage Ratio % 7.34 4.45 BGTL ‘s Ratio is satisfactory as Net Operating profit is
sufficient to pay the financial expense and long-term debt.
5. Cash Flow Ratios:
Net Operating Cash Flow Per Share 7.66 2.32 BGTL ‘s Ratio is satisfactory as Net Operating Cash Flow
is positive. Net Operating Cash Flow Per
Share/EPS 0.68 1.88
**The industry average ratio is calculated through using the ratio of 3 listed similar companies namely Hwa Well Textiles (BD)
Limited, Saiham Textile Mills Limited and Envoy Textile Limited for the year ended June 30, 2016 (Source: Annual Report)
Prospectus of Beka Garments and Textile Limited Page | 218
Comparison with the Industry average ratios of same periods:
BEKA GARMENTS AND TEXTILE LIMITED Industry
Average*** Remark/ Explanation
Particulars 30/06/2015 30/06/2015
Ratio Ratio
1. Liquidity Ratios:
Current Ratio(Times) 4.24 2.44 BGTL's Current Ratio is better than the industry average
current ratio because of relatively lower current liabilities.
Quick Ratio(Times) 3.07 1.71 BGTL's Ratio is better than the industry average ratio of
quick assets is relatively higher.
2. Operating Efficiency Ratios:
Accounts Receivable Turnover Ratio
(Times) 5.47 3.97
BGTL's Ratio is satisfactory as collection period is shorter.
Inventory Turnover Ratio (Times) 9.42 4.33 BGTL's Ratio is satisfactory as inventory is sold in shorter
time.
Assets Turnover Ratio (Times) 1.99 0.55 BGTL's Ratio is satisfactory than the average industry
3. Profitability Ratio:
Gross Margin Ratio (%) 23.90% 14.88% BGTL's Ratio is better than the industry average ratio as
higher Gross profit.
Operating Income Ratio (%) 15.55% 9.55% BGTL's Ratio is better than the industry average ratio as
higher operating profit.
Net Income Ratio (%) 14.43% 7.85% BGTL's Ratio is better than the industry average ratio as
higher net profit.
Return on Assets Ratio (%) 28.69% 4.46% BGTL's Ratio is satisfactory with the average industry.
Return on Equity Ratio (%) 44.56% 7.08% BGTL's Ratio is satisfactory with the average industry.
Earnings Per Share(Basic) 9.23 2.35
EBITDA Margin % 17.06% 19.07% BGTL's Ratio is better than the industry average ratio as
higher net operating profit.
4. Solvency Ratios:
Debt to Total Asset Ratio 0.16 0.20 BGTL's Ratio is better as debt burden is lower than assets.
Debt to Equity Ratio (Times) 0.20 0.38 BGTL's Ratio is better as debt burden is lower than equity.
Times Interest Earned Ratio (Times) 13.36 18.54
BGTL's Ratio is better than the industry average ratio as
operating profit is relatively more sufficient to pay the
financial expense.
Debt Service Coverage Ratio % 14.66 26.41 BGTL ‘s Ratio is satisfactory as Net Operating profit is
sufficient to pay the financial expense and long-term debt.
5. Cash Flow Ratios:
Net Operating Cash Flow Per Share 0.95 5.31 BGTL ‘s Ratio is satisfactory as Net Operating Cash Flow is
positive. Net Operating Cash Flow Per
Share/EPS 0.10 3.41
**The industry average ratio is calculated through using the ratio of 3 listed similar companies namely Hwa Well Textiles (BD)
Limited, Saiham Textile Mills Limited and Envoy Textile Limited for the year ended June 30, 2015 (Source: Annual Report)
Prospectus of Beka Garments and Textile Limited Page | 219
(d) Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the †Kv¤úvwb AvBb, 1994.The report shall include
comparative income statements and Balance Sheet and aforementioned ratios for immediate proceeding five accounting years of
the issuer. If the issuer has been in commercial operation for less than five years, the above-mentioned inclusion and submission
will have to be made for the period since commercial operation;
We have examined the Financial Statements of Beka Garments and Textile Limited for the period ended 31 December
2019 and for the year ended 30 June 2019, 2018, 2017, 2016 and 2015. Financial Statements for the period ended 31
December 2019 and for the year ended 30 June 2019 and 2018 audited by us and for the year ended 30 June 2017, 2016
and 2015 was audited by Ahmad & Akhtar, Chartered Accountants. In pursuance of Section-135 (1) and Para-24 (1) of
Part-II of Schedule-III of the Companies Act, 1994, our report is as under:
1. Beka Garment and Textiles Ltd. was incorporated as a private Limited Company as on 07th October, 2010. The
Company has changed its name by Beka Garments and Textile Limited instead of Beka Garment and Textiles Ltd. on
30 November 2019.
2. The Beka Garments and Textile Limited was converted to public Limited Company as on 23 October, 2018
3. The Financial Position of the Company over the last Five years and Six Months is as follows:
BEKA GARMENTS AND TEXTILE LIMITED
Comparative Statement of Financial Position
a) Statement of Financial Position of the Company is as under
Particulars
Amount in Taka
31-Dec-19 30 June,2019 30 June,2018
(Restated)* 30 June,2017 30 June,2016 30 June,2015
Assets
Non-Current Assets: 1,617,771,694 1,576,868,826 1,145,560,422 869,860,660 726,128,249 407,693,518
Property, Plant and
Equipment* 1,443,057,253 1,384,849,526 973,596,737 802,049,248 662,714,087 391,964,926
Capital Work in
progress 174,714,441 192,019,300 171,963,685 67,811,412 63,414,162 15,728,592
Current Assets: 1,218,460,744 1,142,011,430 953,772,116 768,334,490 735,209,941 565,289,033
Inventories 468,595,155 452,970,587 367,314,880 231,911,290 205,769,590 140,749,225
Trade and Other
Receivables* 607,300,170 610,367,329 563,838,764 517,960,810 511,517,579 406,158,173
Advance, Deposits and
Prepayments 53,725,167 10,141,713 16,941,474 17,384,282 16,339,816 15,312,588
Cash and Cash
Equivalents 88,840,252 68,531,801 5,676,998 1,078,107 1,582,956 3,069,047
Total Assets 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,150 1,461,338,190 972,982,551
Shareholders' Equity & Liabilities
Shareholders' Equity: 2,541,041,497 2,409,533,860 1,580,956,396 1,323,448,193 1,041,181,953 758,606,226
Share Capital 1,020,000,000 850,000,000 3,400,000 3,400,000 3,400,000 3,400,000
Retained Earnings* 1,521,041,497 1,559,533,860 1,329,056,396 1,071,548,193 789,281,953 506,706,226
Share Money Deposit - - 248,500,000 248,500,000 248,500,000 248,500,000
Non-Current Liabilities: 184,612,300 177,824,373 285,262,778 109,365,880 180,839,468 81,015,061
Long Term Loan (Non-
Current Portion) 184,612,300 177,824,373 285,262,778 109,365,880 180,839,468 81,015,061
Current Liabilities: 110,578,641 131,522,023 233,113,364 205,381,077 239,316,769 133,361,264
Trade and Other
Payables 23,472,834 23,910,402 29,520,212 29,112,636 23,455,896 28,689,090
Short Term Borrowings 28,100,519 25,267,667 99,739,682 83,930,278 121,447,839 23,545,170
Bank Overdraft/SOD - - 55,016,197 48,959,254 46,785,204 36,167,610
Current Portion of Long
Term Loan 25,216,800 47,813,703 15,204,000 10,300,000 10,300,000 10,300,000
Liabilities for Expenses 33,788,489 34,530,250 33,633,272 33,078,909 37,327,830 34,659,394
Total Shareholders'
Equity & Liabilities 2,836,232,438 2,718,880,256 2,099,332,538 1,638,195,150 1,461,338,190 972,982,551
Net Assets Value (NAV)
per share* 24.91 28.35 3,918.99 31,616.12 23,314.18 15,003.12
Prospectus of Beka Garments and Textile Limited Page | 220
b) Statement of Operating Result of the Company is as under:
BEKA GARMENTS AND TEXTILE LIMITED Comparative Statement of Comprehensive Income
Particulars
Amount in Taka
31-Dec-2019 30-06-2019 30-06-2019) FY(2016-2017) FY(2015-2016) FY(2014-
2015)
Sales Revenue 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
Less: Cost of Goods
Sold* (836,846,196) (1,678,884,652) (1,659,453,629) (1,615,000,507) (1,544,330,070) (1,219,331,904)
Gross Profit 226,853,328 484,528,128 475,173,407 495,131,512 484,315,276 382,847,197
Operating Expenses (82,164,428) (159,916,049) (150,031,090) (168,513,251) (152,562,659) (133,651,532)
Administrative
Expenses* (49,205,157) (97,699,849) (91,493,544) (109,833,047) (97,496,363) (86,558,982)
Selling &
Distribution
Expense* (32,959,271) (62,216,200) (58,537,546) (58,680,204) (55,066,295) (47,092,550)
Profit from Operation 144,688,900 324,612,079 325,142,317 326,618,261 331,752,617 249,195,665
Non-Operating
Expenses
Finance Cost (15,257,388) (45,298,944) (69,064,618) (45,297,621) (50,022,390) (18,648,498)
Other Income* 2,076,124 1,163,828 1,430,505 945,600 845,500 600,000
Profit before Tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Provision for Income
Tax - - - - - -
Net Profit after tax 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Other Comprehensive
Income for the year - - - - - -
Total Comprehensive
Income for the year 131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Earnings Per Share
(EPS) Basic* 1.29 6.58 8.53 11.21 11.22 9.23
Earnings Per Share
(EPS) Diluted 1.29 2.75 2.52 2.77 2.77 2.27
[Diluted Earnings per Share for all the years calculated considering the latest number of shares i.e. 102,000,000] c) Dividend Declared
Particulars For the year ended
31-Dec-19 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun-16 30-Jun-15
Cash Dividend Nil Nil Nil Nil Nil Nil
Stock Dividend (No. Share) Nil 17,000,000 4,999,950 Nil Nil Nil
4. Beka Garment and Textiles Ltd. was incorporated in Bangladesh as a Private Limited Company with the issuance of
Certificate of incorporation bearing no C-87427/10 dated 07 October, 2010 by the Registrar of Joint Stock Companies
& Firms. The Company Converted into Public Limited Company and split of Share value from Tk. 100.00 to Tk. 10.00
dated October 23, 2018. The Company has changed its name by Beka Garments and Textile Limited instead of Beka
Garments and Textile Ltd. on 30 November 2019.
5. The Company started its commercial operation on 07 June, 2011.
6. The Company has no subsidiary/Associated company as on the Financial Statements date.
7. No proceeds or part of the proceeds of the issue of shares would be applied directly by the company in the purchase of
any business.
8. Figure have been rearranged where necessary and no material impact is found in the Financial Statements.
Dated : January 27, 2020
Shiraz Khan Basak & Co.
Place: Dhaka Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 221
e) Financial spread sheet analysis for the latest audited financial statements;
1. Statement of Financial Positions
Beka Garments and Textile Limited
Statement of Financial Position
As at December 31, 2019
Particulars Amount Percentage on Total Asset Grand Total
ASSETS
Non-Current Assets 1,617,771,694 57%
Property, Plant and Equipment 1,443,057,253 51%
Land Development 33,291,145 1%
Factory Building & other construction 205,822,429 7%
Plant & Machinery 913,065,397 32%
Boiler & Compressor 33,249,370 1%
Generator 21,757,590 1%
Office Equipment 47,444,755 2%
Furniture & Fixture 58,899,576 2%
Electric Installations 29,116,921
Motor Vehicle 35,298,340 1%
Fire Hydren 33,426,719 1%
Fire Extinguisher 31,685,011 1%
Capital Work in Progress 174,714,441 1%
Current Assets 1,218,460,744 43%
Inventories 468,595,155 17%
Raw Materials (Fabric) 202,509,985 7%
Raw Materials (Accessories) 129,537,405 5%
Work in Process 13,590,652 0%
Packing Materials 15,236,065 1%
Spare Parts 5,202,589 0.18%
Finished Goods 102,518,459 4%
Trade and Other Receivables 607,300,170 21%
Advances, Deposits and Pre-payments 53,725,167 2%
Advance against Salary & Allowance 2,529,527 0.09%
Advance against Procurement 2,304,861 0.08%
Advance against Building Rent 1,139,880 0.04%
LC Margin 38,974,507 1.374%
Advance Insurance Premium (Group) - 0.000%
Advance Insurance Premium(Factory) 1,411,617 0.050%
Advance against Medical Bill 44,275 0.002%
Deposits 7,320,500 0.26%
Cash and Cash Equivalents 88,840,252 3%
Total Assets 2,836,232,438 100%
Shareholder's Equity and Liabilities
Shareholder's Equity 2,541,041,497 90%
Share Capital 1,020,000,000 36%
Retained Earnings 1,521,041,497 54%
Share Money Deposit - 0%
Non-Current Liabilities 184,612,300 7%
Long Term Loan 184,612,300 7%
Current Liabilities 110,578,641 4%
Short Term Borrowings 28,100,519 1%
Trade and Other Payables 23,472,834 1%
Liabilities for Expenses 33,788,489 1%
Salary, Wages &Allowance 29,921,802 1%
Utility Expenses 708,546 0.02%
Factory and Office Rent 2,452,180 0.09%
Director Remuneration 390,000 0.01%
Repair and Maintenance 35,400 0.00%
AEPZa Medical Fund 140,934 0.00%
PF Fund Liability 39,626 0.00%
Audit Fee 100,000 0.00%
Current portion long term loan 25,216,800 1%
Total Shareholders’ Equity and Liabilities 2,836,232,438 100%
Prospectus of Beka Garments and Textile Limited Page | 222
2. Statement of Operation Results Beka Garments and Textile Limited
Statement of Profit and Loss and other Comprehensive Income
For the Period ended December 31, 2019
Particulars Period ended December 31,
2019
Percentage on Total
Turnover
Grand
Percentage
Turnover 1,063,699,524 100%
Revenue 1,063,699,524
Less: Cost of Goods Sold 836,846,196 78.67%
Raw Materials Consumed 600,828,238 56.5%
Manufacturing Overhead 247,604,374 23.3%
Cost of Manufacture 848,432,612
Work in Process-Opening 13,897,654
Work in Process-Closing (13,590,652)
Change in work in process 848,739,614
Cost of production 848,739,614 79.8%
Finished goods - Opening 91,234,560
Sample Expenses (609,519)
Finished goods - Closing (102,518,459)
Cost of Goods Sold 836,846,196 78.7%
Gross Profit 226,853,328 21.33%
Less: Operating Expenses 82,164,428 7.72%
Administrative Expenses 49,205,157 4.6%
Selling & Distribution Expenses 32,959,271 3.1%
Profit from Operation 144,688,900 13.60%
Add: Other Income 2,076,124 0.20%
Less: Financial Expenses 15,257,388 1.4%
Profit before Income Tax & WPPF 131,507,637 12.36%
Less: Provision for WPPF - 0.0%
Profit before Income Tax 131,507,637 12.36%
Less: Income Tax Expenses - 0.00%
Current Tax - 0.0%
Derrered Tax - 0.0%
Net Profit After Tax 131,507,637 12.36%
Sd/-
Mr. Sanjoy Roy
Chief Financial Officer
Sd/-
Boby N Diaz
Managing Director
f) Earnings per Share (EPS) on the fully diluted basis (with the total existing number of shares) in addition to the weighted
average number of shares basis. Future projected Net Income should not be considered while calculating the weighted average
EPS;
Particulars Amounts in Taka Amounts in Taka
31-Dec-19 30-Jun-19
Net Profit after Tax 131,507,637 280,476,964
Total Existing Number of Share 102,000,000 85,000,000
Earnings per Share (EPS) Diluted 1.29 3.30
Weighted average Number of share 102,000,000 42,602,165
Earnings per Share (EPS) Basic 1.29 6.58
g) All extraordinary income or non-recurring income coming from other than core operations should be shown separately while
showing the Net Profit as well as the Earnings Per Share;
Particulars Amount in Taka Amount in Taka
31-Dec-19 30-Jun-19
Net profit Before Tax 131,507,637 280,476,964
Less: Other Income (2,076,124) (1,163,828)
Net profit before Tax except for other income 129,431,513 279,313,136
Less: Provision for Taxation - -
Net profit after Tax 129,431,513 279,313,136
Weighted average Number of share 102,000,000 42,602,165
Earnings per Share (EPS) 1.27 6.56
h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS;
The Company has not annualized quarterly or half-yearly EPS while calculating EPS.
Prospectus of Beka Garments and Textile Limited Page | 223
i) Net asset value (with and without considering revaluation surplus or reserve) per unit of the securities being offered at the date
of the latest audited statement of financial position.
Particulars
Amounts in Taka
31-Dec-2019
Amounts in Taka
30-Jun-2019
Share Capital 1,020,000,000 850,000,000
Retained Earnings 1,521,041,497 1,559,533,860
Total Share Holder's Equity 2,541,041,497 2,409,533,860
Weighted average Number of share 102,000,000 85,000,000
Net Assets Value Per Share (NAV) 24.91 28.35
j) The Commission may require the issuer to re-audit the audited financial statements, if any deficiency or anomaly is found in
the financial statements. In such a case, the cost of the audit should be borne by the concerned issuer.
This information is not applicable to the issuer.
k) Following statements for the last five years or any shorter period of commercial operation certified by the auditors:
I. Statement of long term and short term borrowings including borrowing from related party or connected persons with
the rate of interest and interest paid/accrued;
Certification on statement of long term and short term borrowings including borrowing from related party or connected persons
with rate of interest and interest paid or accrued of Beka Garments and Textile Limited
After due verification, we certify that the long term and short term borrowings including borrowing from related party or
connected persons with rate of interest and interest paid or accrued of Beka Garments and Textile Limited period from July
01, 2014 to December 31, 2019 were as follows:
For the period ended 31 December, 2019
Name of the Bank Nature of
relationship Nature of borrowings
Balance as on
31 Dec., 2019
Interest rate
(%)
Interest
paid (BDT)
Interest
accrued
(BDT)
Trust Bank Limited Lender Long Term Loan 209,829,100 11% 13,566,306
-
Trust Bank Limited Lender Short Term Borrowings 28,100,519 11% -
Total 237,929,619 13,566,306 -
For the year ended 30 June, 2019
Name of the Bank Nature of
relationship Nature of borrowings
Balance as on
30 June, 2019
Interest rate
(%)
Interest
paid (BDT)
Interest
accrued
(BDT)
Trust Bank Limited Lender Long Term Loan 225,638,076 11% 41,926,329
-
Trust Bank Limited Lender Short Term Borrowings 25,267,667 11% -
Total 250,905,743 41,926,329 -
For the year ended 30 June, 2018
Name of the Bank Nature of
relationship Nature of borrowings
Balance as on
30 June, 2018
Interest rate
(%)
Interest
paid (BDT)
Interest
accrued
(BDT)
Trust Bank Limited Lender Long Term Loan 300,466,778 15%
63,228,828
-
Trust Bank Limited Lender Short Term Borrowings 99,739,682 1.6-12% -
Trust Bank Limited Lender Bank Overdraft/SOD 55,016,197 12% -
Total 455,222,657 63,228,828 -
For the year ended 30 June, 2017
Name of the Bank Nature of
relationship Nature of borrowings
Balance as on
30 June, 2017
Interest rate
(%)
Interest
paid (BDT)
Interest
accrued
(BDT)
Trust Bank Limited Lender Long Term Loan 119,665,880 15%
44,899,764
-
Trust Bank Limited Lender Short Term Borrowings 83,930,278 1.6-12% -
Trust Bank Limited Lender Bank Overdraft/SOD 48,959,254 12% -
Total 252,555,412 44,899,764
Prospectus of Beka Garments and Textile Limited Page | 224
For the year ended 30 June, 2016
Name of the Bank Nature of
relationship Nature of borrowings
Balance as on
30 June, 2016
Interest rate
(%)
Interest
paid (BDT)
Interest
accrued
(BDT)
Trust Bank Limited Lender Long Term Loan 191,139,468 15%
49,721,816 - Trust Bank Limited Lender Short Term Borrowings 121,447,839 1.6-15%
Trust Bank Limited Lender Bank Overdraft/SOD 46,785,204 15%
Total 359,372,511 49,721,816
For the year ended 30 June, 2015
Name of the Bank Nature of
relationship Nature of borrowings
Balance as on
30 June, 2015
Interest rate
(%)
Interest
paid (BDT)
Interest
accrued
(BDT)
Trust Bank Limited Lender Long Term Loan 91,315,061 15%
18,295,141 - Trust Bank Limited Lender Short Term Borrowings 23,545,170 1.6-15%
Trust Bank Limited Lender Bank Overdraft/SOD 36,167,610 15%
Total 151,027,841 18,295,141
The company does not have any long-term and short-term borrowings from a related party or connected persons for the period
from 01 July, 2014 to 31 December, 2019.
Dated: January 27, 2020
Shiraz Khan Basak & Co.
Place: Dhaka Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 225
II. Statement of principal terms of secured loans and assets on which charge have been created against those loans with names of lenders, purpose, sanctioned amount, the rate of interest,
primary security, collateral/ other security, repayment schedule and status;
Certification on the statement of principal terms of secured loans and assets on which charge have been created against those loans with names of lenders, purpose, sanctioned amount, rate of interest,
Primary security, collateral or other security, re-payment schedule and status of Beka Garments and Textile Limited
After due verification, we certify that principal terms of secured loans and assets on which charge have been created against those loans with names of lenders, purpose, sanctioned amount, the rate of
interest, primary security, collateral or other security, repayment schedule and status of Beka Garments and Textile Limited period from 01 July 2014 to 31 December 2019 are as follows;
Long Term Loan:
Particulars Amounts in Taka
31-Dec-2019 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun- 16 30-Jun- 15
Names of lenders Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited
Purpose
Purchase of Equipment/
Accessories & Related items &
Conducting other associated
cost for ensuring of working
environment & and safety of the
factory and Construction of 2
Storied Factory Building,
retirement of Shipping
document against L/C and
payment against take over Bank
Loan
Purchase of Equipment/
Accessories & Related items
& Conducting other
associated cost for ensuring of
working environment & and
safety of the factory and
Construction of 2 Storied
Factory Building, retirement
of Shipping document against
L/C and payment against
take over Bank Loan
Purchase of Equipment/
Accessories & Related items
& Conducting other
associated cost for ensuring of
working environment & and
safety of the factory and
Construction of 2 Storied
Factory Building, retirement
of Shipping document against
L/C and payment against
take over Bank Loan
Purchase of Equipment/
Accessories & Related items
& Conducting other
associated cost for ensuring of
working environment & and
safety of the factory and
Construction of 2 Storied
Factory Building, retirement
of Shipping document against
L/C and payment against
take over Bank Loan
Purchase of Equipment/
Accessories & Related items
& Conducting other
associated cost for ensuring of
working environment & and
safety of the factory and
Construction of 2 Storied
Factory Building, retirement
of Shipping document against
L/C and payment against
take over Bank Loan
Purchase of Equipment/
Accessories & Related items &
Conducting other associated
cost for ensuring of working
environment & and safety of
the factory, and Construction
of 2 Storied Factory Building,
retirement of Shipping
document against L/C and
payment against take over
Bank Loan
Collateral Asset
794.74 Decimal personal Land
& 1614.34 Sft. Flat of
Company’s Managing Director
794.74 Decimal personal
Land & 1614.34 Sft. Flat of
Company’s Managing
Director
693.40 Decimal personal
Land & 1614.34 Sft. Flat of
Company’s Managing
Director
693.40 Decimal personal
Land& 1614.34 Sft Flat of
Company’s Managing
Director
586.40 Decimal personal
Land& 1614.34 Sft Flat of
Company’s Managing
Director
586.40 Decimal personal
Land& 1614.34 Sft Flat of
Company’s Managing Director
Sanctioned Limit 264.41 Million 264.41 Million 403.05 Million 196.30 Million 196.30 Million 196.30 Million
Rate of Interest 11% 11% 15% 15% 15% 15%
Primary Security/
Collateral/ Other
Security
Hypothecation of the Plant &
Machineries stock of raw
materials, Work in Process &
Finished Goods. And Lien of
export L/C,
Hypothecation of the Plant &
Machineries stock of raw
materials, Work in Process &
Finished Goods. And Lien of
export L/C,
Hypothecation of the Plant &
Machineries stock of raw
materials, Work in Process &
Finished Goods. And Lien of
export L/C,
Hypothecation of the Plant &
Machineries stock of raw
materials, Work in Process &
Finished Goods. And Lien of
export L/C,
Hypothecation of the Plant &
Machineries stock of raw
materials, Work in Process &
Finished Goods. And Lien of
export L/C,
Hypothecation of the Plant &
Machineries stock of raw
materials, Work in Process &
Finished Goods. And Lien of
export L/C,
Re-payment
schedule
Monthly Monthly Monthly Monthly Monthly Monthly
Status
(Outstanding
Balance)
209,829,100 225,638,076 300,466,778 119,665,880 191,139,468 91,315,061
Bank Overdraft/SOD:
Particulars
Amounts in Taka
31-Dec-19 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun- 16 30-Jun- 15
Names of lenders N/A N/A Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited
Purpose N/A N/A To meet up Working Capital
requirement.
To meet up Working Capital
requirement.
To meet up Working Capital
requirement.
To meet up Working Capital
requirement.
Prospectus of Beka Garments and Textile Limited Page | 226
Particulars
Amounts in Taka
31-Dec-19 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun- 16 30-Jun- 15
Collateral Asset
N/A N/A 693.40 Decimal personal Land &
1614.34 Sft. Flat of Company’s
Managing Director
693.40 Decimal personal
Land& 1614.34 Sft Flat of
Company’s Managing Director
586.40 Decimal personal
Land& 1614.34 Sft Flat of
Company’s Managing
Director
586.40 Decimal personal Land&
1614.34 Sft Flat of Company’s
Managing Director
Sanctioned Limit N/A N/A 45 Million 45 Million 45 Million 45 Million
Rate of Interest N/A N/A 12 % 12 % 15 % 15 %
Primary Security/ Collateral/ Other
Security
N/A N/A Hypothecation of the stock of
raw materials, Work in Process &
Finished Goods.
Hypothecation of the stock of
raw materials, Work in Process
& Finished Goods.
Hypothecation of the stock of
raw materials, Work in
Process & Finished Goods.
Hypothecation of the stock of raw
materials, Work in Process &
Finished Goods.
Re-payment schedule N/A N/A From export proceeds or from
own source.
From export proceeds or from
own source.
From export proceeds or from
own source.
From export proceeds or from own
source.
Status (Outstanding Balance) Nil Nil 55,016,197 48,959,254 46,785,204 36,167,610
Short Term Loan:
Particulars
Amounts in Taka
31-Dec-19 30-Jun-19 30-Jun-18 30-Jun-17 30-Jun- 16 30-Jun- 15
Names of lenders Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited Trust Bank Limited
Purpose
To meet operational Expenses
i.e. Payment of worker festival
bonus, Import of Raw Material,
accessories, Deferred L/C
adjustments.
To meet operational Expenses i.e.
Payment of worker festival
bonus, Import of Raw Material,
accessories, Deferred L/C
adjustments.
To meet operational
Expenses i.e. Payment of
worker festival bonus,
Import of Raw Material,
accessories, Deferred L/C
adjustments.
To meet operational
Expenses i.e. Payment of
worker festival bonus,
Import of Raw Material,
accessories, Deferred L/C
adjustments.
To meet operational
Expenses i.e. Payment of
worker festival bonus,
Import of Raw Material,
accessories, Deferred L/C
adjustments.
To meet operational
Expenses i.e. Import
ofRaw Material,
accessories, Deferred L/C
adjustments.
Collateral Asset
794.74 Decimal personal Land
& 1614.34 Sft. Flat of
Company’s Managing Director
794.74 Decimal personal Land &
1614.34 Sft. Flat of Company’s
Managing Director
693.40 Decimal personal
Land & 1614.34 Sft. Flat of
Company’s Managing
Director
693.40 Decimal personal
Land& 1614.34 Sft Flat
of Company’s Managing
Director
586.40 Decimal personal
Land& 1614.34 Sft Flat of
Company’s Managing
Director
586.40 Decimal personal
Land& 1614.34 Sft Flat of
Company’s Managing
Director
Sanctioned Limit 425 Million 425 Million 630 Million 630 Million 560 Million 550 Million
Rate of Interest 1.6% and 11% 1.6% and 11% 1.6% and 12% 1.6%and12% 1.6% and15% 1.6 and 15%
Primary Security/
Collateral/ Other Security
Hypothecation of the stock of
raw materials, Work in Process
& Finished Goods, Assignment
of bill receivable against work
order, Postdated cheque and
demand promissory note
Hypothecation of the stock of raw
materials, Work in Process &
Finished Goods, Assignment of
bill receivable against work order,
Postdated cheque and demand
promissory note
Hypothecation of the stock
of raw materials, Work in
Process & Finished Goods,
Assignment of bill receivable
against work order,
Postdated cheque and
demand promissory note.
Hypothecation of the
stock of raw materials,
Work in Process &
Finished Goods,
Assignment of bill
receivable against work
order, Postdated cheque
Hypothecation of the stock
of raw materials, Work in
Process & Finished Goods.
Hypothecation of the
stock of raw materials,
Work in Process &
Finished Goods.
Re-payment schedule From export proceeds or from
own source
From export proceeds or from
own source
From export proceeds or
from own source.
From export proceeds or
from own source
From export proceeds or
from own source.
From export proceeds or
from own source.
Status (Outstanding
Balance) 28,100,519 25,267,667 99,739,682 83,930,278 121,447,839 23,545,170
Dated: January 27, 2020 Shiraz Khan Basak & Co
Place: Dhaka Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 227
III. Statement of unsecured loans with terms and conditions.
Certification on unsecured loan with terms
and conditions of Beka Garments and Textile Limited
Based on our scrutiny of the relevant Financial Statements, we certify that the Company has not taken any unsecured loan from
any person/ body from 01 July, 2014 to 31 December, 2019.
Place: Dhaka
Date: January 27, 2020
Shiraz Khan Basak & Co.
Chartered Accountants
IV. Statement of inventories showing the amount of raw material, packing material, stock-in-process and finished goods, consumable
items, store and spares parts, inventory of trading goods etc.;
After due verification, we certify that the statement of inventories showing amount of raw material, packing material, stock-in-
process and finished goods, consumable items, store and spares parts, Inventory of trading goods etc. of Beka Garments and Textile
Limited from July 01, 2014 to December 31, 2019 were as follows:
Item Amount in taka
31 Dec. 2019 30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015
Raw Material-Fabric 202,509,985 188,123,843 166,435,600 115,242,852 98,198,191 55,615,684
Raw Material-Accessories 129,537,405 139,234,560 90,036,547 54,365,790 42,376,500 29,653,720
Work in Process (WIP) 13,590,652 13,897,654 13,530,820 12,875,400 13,455,670 8,134,976
Packing Materials 152,36,065 15,245,390 16,063,568 17,536,368 18,376,290 15,653,470
Spare Parts 5,202,589 5,234,580 5,563,804 6,656,380 4,635,259 4,036,595
Finished goods 102,518,459 91,234,560 75,684,541 25,234,500 28,727,680 27,654,780
Inventory of trading goods - - - - - -
Total 468,595,155 452,970,587 367,314,880 231,911,290 205,769,590 140,749,225
Place: Dhaka
Date: January 27, 2020
Shiraz Khan Basak & Co.
Chartered Accountants
V. Statement of trade receivables showing receivable from related party and connected persons.
CERTIFICATION ON STATEMENT OF ACCOUNTS RECEIVABLES
SHOWING RECEIVABLE FROM RELATED PARTY AND CONNECTED PERSONS
OF BEKA GARMENTS AND TEXTILE LIMITED
After due verification, we certify that statement of trade receivables showing receivable from related party and connected persons
of Beka Garments and Textile Limited from July 01, 2014 to December 31, 2019 were as follows:
Particulars
Amount in BDT
31 December
2019 30 June 2019
30 June 2018
(Restated)* 30 June 2017 30 June 2016 30 June 2015
General* 607,300,170 610,367,329 563,838,764 517,960,810 511,517,579 406,158,173
From Related Party - - - - -
From Connected person - - - - - -
Total 607,300,170 610,367,329 563,838,764 517,960,810 511,517,579 406,158,173
Place: Dhaka
Date: January 27, 2020
Sd/-
Shiraz Khan Basak & Co.
Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 228
VI. Statement of any loan given by the issuer including loans to related party or connected persons with the rate of interest and interest
realized/accrued;
Certification on Statement of any Loan given by the issuer
Including loan to Related Party or Connected Persons with the rate of interest
and interest realized/accrued by the Beka Garments and Textile Limited
This is to certify that Beka Garments and Textile Limited did not give any loan to any Related Party or connected person from 01
July, 2014 to 31 December, 2019.
Place: Dhaka
Date: January 27, 2020
Shiraz Khan Basak & Co.
Chartered Accountants
VII. Statement of other income showing interest income, dividend income, discount received, other non-operating income;
Certification on Statement of other Income of Beka Garments and Textile Limited
After due verification, we certify that the other income showing interest income, dividend income, discount received and other non-
operating income of Beka Garments and Textile Limited from July 01, 2014 to December 31, 2019 were as follows;
Particulars
Amount in BDT
31 Dec. 2019 30 June 2019 30 June 2018
(Restated)* 30 June 2017 30 June 2016 30 June 2015
Interest Income - - - - -
Dividend Income - - - - -
Discount Received - - - - -
Other non-operating
income (Sales of Wastage) 232,227 445,670 755,250 725,484 646,900 384,513
Foreign Exchange
Gain/(loss)* 1,843,897 718,158 675,255 220,116 198,600 215,487
Total 2,076,124 1,163,828 1,430,505 945,600 845,500 600,000
Place: Dhaka
Date: January 27, 2020
Shiraz Khan Basak & Co.
Chartered Accountants
VIII. Statement of turnover showing separately in cash and through banking channel;
Certification on Statement of Turnover showing
Separately in cash and through banking channel of Beka Garments and Textile Limited
After due verification we certify that the turnover showing separately in cash and through banking channel of Beka Garments and
Textile Limited 01 July, 2014 to 31 December, 2019 were as follows:
Particulars Amount in BDT
31 December 2019 30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015
In Cash - - - - - -
Through Banking
Channel 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
Total 1,063,699,524 2,163,412,780 2,134,627,036 2,110,132,019 2,028,645,346 1,602,179,101
Place: Dhaka
Date: January 27, 2020 Shiraz Khan Basak & Co.
Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 229
IX. Statement of related party transaction;
Certification On Statement of Related Party Transaction Of
Beka Garments and Textile Limited
After due verifications, we certify that the status of related party transactions of Beka Garments and Textile Limited from 01 July,
2014 to 31 December, 2019 were as follows:
A. Directors Remuneration/Honorarium
Name Position
Amount in (BDT)
31 Dec. 2019 2018-2019 2017-2018 2016-2017 2015-2016 2014-2015
Micky Diaz Chairman 1,500,000 3,000,000 3,000,000 3,000,000 3,000,000 3,000,000
Boby N Diaz
Managing
Director
840,000 1,213,333 - - - -
Ms. Bani Diaz Director - 466,667 1,680,000 1,680,000 1,680,000 1,680,000
Jhonathan Brook
Diaz Director
- - - - - -
Ekhlasur Rahman
Independent
Director
- - - - - -
Total 2,340,000 4,680,000 4,680,000 4,680,000 4,680,000 4,680,000
* The Chairman of the Board of Director has been taken honorarium as per decision by the Board OF Director.
B. Board Meeting Fees
Name Position
Amount in (BDT)
31 Dec. 2019 2018-2019 2017-2018 2016-2017 2015-2016 2014-2015
Micky Diaz Chairman 10,000 12,000 12,000 12,000 12,000 12,000
Boby N Diaz
Managing
Director
10,000 8,000 - - - -
Ms. Bani Diaz Director 10,000 12,000 12,000 12,000 12,000 12,000
Jhonathan Brook
Diaz Director
6,000 6,000 - - - -
Ekhlasur Rahman
Independen
t Director
6,000 - - - - -
Total 42,000 38,000 24,000 24,000 24,000 24,000
Place: Dhaka
Date: January 27, 2020
Shiraz Khan Basak & Co.
Chartered Accountants
X. Reconciliation of business income shown in tax return with net income shown in audited financial statements;
Certification regarding reconciliation of business income shown in tax return with net income shown in audited financial statements
of Beka Garments and Textile Limited
After due verification, we certify that status of reconciliation of business income shown in tax return with net income shown in
audited financial statements of Beka Garments and Textile Limited from 01 July, 2014 to 31 December, 2019 as shown below:
Place: Dhaka
Date: January 27, 2020
Shiraz Khan Basak & Co.
Chartered Accountants
Particulars
Income Year (Amount in Taka)
31-Dec-19 30-Jun-19 30-Jun-18
(Restated) 30-Jun-17 30-Jun-16 30-Jun-15
Business income shown
as per Financial
Statement
131,507,637 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Business income shown
as per Tax Return Not Applicable 280,476,964 257,508,204 282,266,240 282,575,727 231,147,167
Tax Status Not Applicable Assessment is
under process Assessment is Completed
Prospectus of Beka Garments and Textile Limited Page | 230
XI. Confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac) were made through banking channel;
Certification On Receipts and Payment Above
TK. 500,000 (Five Lac) Were Made Through Banking Channel Of
Beka Garments and Textile Limited
This is to Certify that all Receipts and Payments of above Tk. 500,000/= (Five Lac) were made through banking channel for the
period from 01 July, 2014 to 31 December 2019.
Place: Dhaka
Date: January 27, 2020 Shiraz Khan Basak & Co.
Chartered Accountants
XII. Confirmation that Bank Statements of the issuer are in conformity with its books of accounts;
Certification on Books of Accounts of Beka Garments and Textile Limited Is in Conformity with Bank Statements
This is to certify that the bank statements of Beka Garments and Textile Limited from July 01, 2014 to December 31, 2019 are in
conformity with its books of accounts.
Place: Dhaka
Date: January 27, 2020
Shiraz Khan Basak & Co.
Chartered Accountants
XIII. Statement of payment status of TAX, VAT and other taxes/duties;
Certification on status of payment of tax, vat and other taxes/duties
Of Beka Garments and Textile Limited
After due verification, we certify that the status of TAX, VAT and other taxes/duties payment of Beka Garments and Textile Limited
for the last five years and Six Months as follows:
Particulars Amount in BDT
31 December 2019 30 June 2019 30 June 2018 30 June 2017 30 June, 2016 30 June, 2015
Tax (TDS) Enjoying Tax Holiday
VAT Exempted Exempted Exempted Exempted Exempted Exempted
Others Taxes/
Duties
- - - - - -
Total - - - - - -
Place: Dhaka
Date: January 27, 2020 Shiraz Khan Basak & Co.
Chartered Accountants
Prospectus of Beka Garments and Textile Limited Page | 231
CHAPTER –XXVII CREDIT RATING REPORT
(a) The names of all the credit rating agencies from which credit rating has been obtained;
(b) The details of all the credit ratings obtained for the issue and the issuer;
(c) The rationale or description of the ratings (s) so obtained, as furnished by the credit rating agency(s);
(d) Observations and risk factors as stated in the credit rating report.
As per clause (e) of sub-rule (4) of rule 3 of the Bangladesh Securities and Exchange Commission (Public Issue) Rules
2015, A company is required to be rated by credit rating company registered with the Commission for a public offer
under book-building method. As the company is offering under fixed price method, the aforementioned rule is not
applicable for the issue.
Prospectus of Beka Garments and Textile Limited Page | 232
CHAPTER –XXVIII PUBLIC ISSUE APPLICATION PROCEDURE
Prospectus of Beka Garments and Textile Limited Page | 233
CHAPTER XXVIII PUBLIC ISSUE APPLICATION PROCEDURE:AS DESCRIBED IN THE CONSENT LETTER
APPLICATION PROCESS
STEP-1 (APPLICANT)
1. An applicant for public issue of securities shall submit an application/buy instruction to the Stockbroker/ Merchant
Banker where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date),
which shall be the 25th (twenty-fifth) working day from the date of publication of an abridged version of Prospectus.
2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the
Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the
Applicant. At the same time:
a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service
charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin
facility, advance or deferred payment is permissible for this purpose. In case the application is made through a
margin account, the application money shall be deposited separately and the Stockbroker/Merchant Banker shall
keep the amount segregated from the margin account, which shall be refundable to the applicant, if become
unsuccessful.
b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), in favor of the Issuer for
an amount equivalent to the application money, with their application to the concerned Stockbroker/Merchant
Banker. A Non-resident Bangladeshi (NRB) and the Foreign applicant may also submit a single draft against
02(two) applications made by him/her, i.e. one in his/her own name and the other jointly with another person. The
draft (FDD) shall be issued by the Bank where the applicant maintains NITA/Foreign Currency account debiting
the same account. No banker shall issue more than two drafts from any NITA/Foreign Currency account for any
public issue. At the same time, the applicant shall make the service charge available in the respective customer
account maintained with the Stockbroker/Merchant Banker.
c) Eligible investors shall submit an application through the electronic subscription system of the exchange(s) and
deposit the full amount intended to subscribe by the method as determined by the exchange(s).
STEP-2 (INTERMEDIARY)
3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose Namely “Public
Issue Application Account”. The Stockbroker/Merchant Banker shall:
a) Post the amount separately in the customer account (other than NRB and Foreign applicants), and upon the
availability of fund, block the amount equivalent to the application money;
b) Accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the “Public
Issue Application Account” maintained with its bank within the first banking hour of next working day of the cut-
off date. In case of an application submitted by the Stock-dealer or the Merchant Banker’s own portfolio, the
application amount should also be transferred to the “Public Issue Application Account”;
c) Instruct the banker to block the account for an amount equivalent to the aggregate application money and to issue a
certificate in this regard.
4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the
same and handover it to the respective Stockbroker/Merchant Banker.
5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall prepare a list
containing the draft information against the respective applicant’s particulars.
6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name,
BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date,
send to the respective Exchange, the lists of applicants in electronic (text format with tilde ‘~’ separator) format, the
certificate(s) issued by its banker, the drafts received from Non-resident Bangladeshi (NRB) and Foreign applicants
and a copy of the list containing the draft information.
7. On the next working day, the Exchanges shall provide the Issuer with the information received from the
Stockbroker/Merchant Bankers, the drafts submitted by Non-resident Bangladeshi (NRB) and Foreign applicants and
the list containing the draft information. Exchanges shall verify and preserve the bankers’ certificates in their custody.
8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing
of the securities with the exchange.
STEP-3 (ISSUER)
8. The Issuer shall prepare a consolidated list of the applications and send the applicants’ BOIDs in the electronic (text)
format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website
and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are
active or not.
9. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing BO
Account Number, Name, Addresses, Parents’ Name, Joint Account and Bank Account information along with the
verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare
category wise consolidated lists of valid and invalid applications and submit a report of the final status of subscription
to the Commission and the Exchanges within 10 (ten) working days from the date of receiving information from the
Prospectus of Beka Garments and Textile Limited Page | 234
Exchanges.
(i) The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three)
working days from the date of reporting to the Commission and the Exchanges, if do not receive any observation
from the Commission or the Exchanges.
(ii) The Issuer and issue manager shall arrange to post the lottery result on their websites within 06 (six) hours and on
the websites of the Commission and Exchanges within 12 (twelve) hours of the lottery.
10. Within 02 (two) working days of conducting lottery, the Issuer shall:
a. Send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde ‘~’
separator) format to the respective Exchange.
b. send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the
Consent Letter issued by the Commission in electronic (text format with tilde ‘~’ separator) format to the
Commission and Exchanges mentioning the penalty amount against each applicant.
c. Issue allotment letters in the names of successful applicants in electronic format with digital signatures and send
those to respective Exchange in electronic form.
d. Send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM to
CDBL to credit the allotted shares to the respective BO accounts.
STEP-4 (INTERMEDIARY)
11. On the next working day, Exchanges shall distribute the information and allotment letters to the Stockbroker/
Merchant Bankers concerned in electronic format and instruct them to:
a) Remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective Escrow
Account opened for subscription purpose, and unblock a number of unsuccessful applicants;
b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the
Issuer’s respective Escrow Accounts along with a list and unblock the balance application money;
1. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant Banker shall
request its banker to:
b) Release the amount blocked for unsuccessful (other than NRB and foreign) applicants;
c) Remit the aggregate number of successful applicants and the penalty number of unsuccessful applicants (other
than NRB and foreign) who are subject to penal provisions to the respective ‘Escrow’ accounts of the Issuer
opened for subscription purpose.
2. On the next working day of receiving a request from the Stockbrokers/Merchant Bankers, their bankers shall unblock
the amount blocked in the account(s) and remit the amount as requested for to the Issuer’s ‘Escrow’ account.
14. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer
accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about
releasing their blocked amount sand send documents to the Exchange evidencing details of the remittances made to
the respective ‘Escrow’ accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be placed as
per their instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges, if any,
from the applicant who wants to withdraw the application money, up to an amount of Tk.5.00 (five) per withdrawal.
15. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’ accounts
and refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or
transfer to the applicant’s bank account through banking channel within 10 (ten) working days from the date of
lottery.
MISCELLANEOUS:
1. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance with the above.
2. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Limited on the date of
publication of an abridged version of Prospectus.
3. The amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred
during the blocking period. The amount deposited by the applicants shall not be used by the Stockbrokers/Merchant
Bankers for any purpose other than public issue application.
4. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an amount
of Tk.2,00,000.00 (taka two lac) for a public issue.
5. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk. 5.00 (taka five) only per application
irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting an
application.
6. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.
7. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank
draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.
8. The concerned Exchange is authorized to settle any complaints and take necessary actions against any
Prospectus of Beka Garments and Textile Limited Page | 235
Stockbroker/Merchant Banker in the case of violation of any provision of the public issue application process with
intimation to the Commission.
“All eligible Stock Broker and Merchant Banker shall receive the IPO Subscription”
The IPO subscription money collected from the successful application (other than NRB application) by the Stockbroker/
Mercent Bankers will be remitted to the Company’s Account No1501204416045001With BRAC Bank Limited, 1 Gulshan
Avenue, Gulshan-1, Dhaka-1212, Bangladesh for this purpose. The IPO subscription money collected from successful
NRB applicants 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 A/C Account Number Type of A/C Currency Bank & Branch
1
Beka Garments and
Textile Limited
1501204416045001 Current Account BDT BRAC Bank Limited, 1
Gulshan Avenue, Gulshan-
1
2 1501204416045002
FC Account
USD
3 1501204416045003 GBP
4 1501204416045004 EURO
Prospectus of Beka Garments and Textile Limited Page | 236
APPLICATION FORM
ÒcuywRevRv‡i wewb‡qvM SzuwKc~Y©| ‡R‡b I ey‡S wewb‡qvM KiæbÓ
Interested persons are entitled to a Prospectus, if they desire and that copies of Prospectus may be obtained from the issuer and
the Issue Managers.
BEKA GARMENTS AND TEXTILE LIMITED
APPLICATION FOR PUBLIC ISSUE
Date:
Name of Applicant :
Client Code :
BO ID No. :
Category of Applicant :
Name of the Company/Fund :
Number of Shares/Units :…………………………………………………… Shares of Taka ……………………………………….. Each
Total Amount in Taka :
Amount in word :
Mode of Payment :
Cheque/Draft Information :
Signature of Signature of
Applicants Authorized Officer
Prospectus of Beka Garments and Textile Limited Page | 238
MANAGEMENT DECLEARATIONS:
STATEMENT REGARDING COST AUDIT
This is to certify that, as per Section 220 (1) of the Companies Act, 1994, Cost Audit by order “Cost and Management
Accountant” ―within the meaning of the Cost and Management Accountants Ordinance, 1977 (LIII of 1977) is not
applicable for ― “Beka Garments and Textile Limited”.
Sd/-
Micky Diaz
Chairman
Sd/-
Boby N Diaz
Managing Director
Sd/-
Bani Diaz
Director
Sd/-
Jhonathan Brook Diaz
Director
Sd/-
Ekhlasur Rahman
Independent Director
MANAGEMENT DECLARATION REGARDING
HOLDING ANNUAL GENERAL MEETING
We the management of Beka Garments and Textile Limited, declare that our company is holding Annual General Meeting
(AGM) regulatory as per Section.81 of the Companies Act, 1994.
Sd/-
Micky Diaz
Chairman
Sd/-
Boby N Diaz
Managing Director
Sd/-
Bani Diaz
Director
Sd/-
Jhonathan Brook Diaz
Director
Sd/-
Ekhlasur Rahman
Independent Director
MANAGEMENT DECLARATION REGARDING
ANY MATERIAL CHANGE IN PAID -UP CAPITAL
We the management of Beka Garments and Textile Limited, declared that our company has not made any material change
including raising of Paid-up Capital after the date of Audited Financial Statements as included in the Prospectus.
Sd/-
Micky Diaz
Chairman
Sd/-
Boby N Diaz
Managing Director
Sd/-
Bani Diaz
Director
Sd/-
Jhonathan Brook Diaz
Director
Sd/-
Ekhlasur Rahman
Independent Director
MANAGEMENT DECLARATION
CONSENT OF DIRECTORS TO SERVE AS DIRECTORS
We hereby agree that we have been serving as Directors of “Beka Garments and Textile Limited.” and will continue to
act as Directors of the Company.
Sd/-
Micky Diaz
Chairman
Sd/-
Boby N Diaz
Managing Director
Sd/-
Bani Diaz
Director
Prospectus of Beka Garments and Textile Limited Page | 239
MANAGEMENT DECLARATION
REGARDING USE OF IPO FUND AND CAPACITY UTILIZATION
OF Beka Garments and Textile Limited
The expansion with IPO fund is mainly related to introducing new expansion factory Building of Beka Garments and
Textile Limited which includes would be used for to use for building construction and expansion unit, acquisition of
new capital machinery and loan repayment for the IPO proceeds. This will be an additional production line which
requires the additional construction of the factory shed other civil works and Capital Machineries. The management
believes that is enough to run the business smoothly and successfully.
Moreover, the proposed expands the productline to promote sales of existing products along with the new products and
will facilitate the company to attract more and more customers with diversified products. This will also reduce the risk
of the business and enhance the image of the company. Also, the reduction of working capital cost of Bank Interest will
be reduced which will be helpful to generate more earnings. This will boost up Sales Production and acquired maximum
Market demand with increasingprofitability.
Sd/-
Boby N Diaz
Managing Director