prospectus ipdc

8/6/2019 Prospectus IPDC

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

PROSPECTUSFor

ISSUE OF 1,390,000 ORDINARY SHARES ATTK. 200.00 EACH INCLUDING A PREMIUMOF TK.100 PER SHARETOTALING TK. 278,000,000.00 IS BEING MADE

Opening date for subscription: 24/09/2006Closing date for subscription: 28/09/2006

For Non-Resident Bangladeshi quota, subscription closes on: 07/10/2006

Underwriters Arab Bangladesh Bank Limited

BCIC Bhaban 30-31 Dilkusha C/A, Dhaka-1000Prime Bank Limited29, Rajuk Avenue (1 st floor), Dhaka-1000

National Bank Limited

18, Dilkusha C/A, Dhaka-1000.

ICB Capital Management Limited

8, Rajuk Avenue(14th

Floor), Dhaka-1000The Trust Bank Limited

Peoples Insurance Bhaban(2 nd , 16 th , & 17 th floor) 36 Dilkusha C/A. Dhaka-1000.

BASIC Bank LimitedSena Kalyan Bhaban (6 th floor) 195, MotijheelC/A Dhaka-1000

Swadesh Investment Management Ltd.Road # 1/A, house # 35, Banani, Dhaka- 1212.

Credit Rating by Credit Rating Information and Services Limited

Long Term Short Term

Entity Rating A ST - 2

Issue date of the Prospectus: 12 th July, 2006

The issue shall be placed in N category

Manager to the Issue

Amin Court, 4th Floor, 62-63, Motijheel C/A., Dhaka-1000.

I NDUSTRIAL P ROMOTION AND D EVELOPMENT C OMPANY OF B ANGLADESH L IMITED

Head Office: 106, Gulshan Avenue, Hosna Center (4 th floor), Dhaka-1212.Phone: 9885533-8, Fax: 880-2-9885529, 9885532 www.ipdcbd.com

CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THSECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2006. IT MUST DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCSOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANYOF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORCHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR.


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AVAILABILITY OF PROSPECTUS

Prospectus shall be available on the web site (www.secbd.org, www.dsebd.org,www.csebd.com, www.ipdcbd.com, www.aaawebbd.com) and also from the office of the

following:

Particulars Contact Person TelephoneNumber

CompanyIPDC of Bangladesh Limited 106, Gulshan Avenue, Hosna Center (4 th floor),Dhaka-1212.

Mr. Shah Alam SarwarManaging Director & CEO

9885533-8

Issue ManagerAAA Consultants & Financial Advisers Suite # 404, Amin Court, 62-63 Motijheel,Dhaka-1000.

Mr. Khwaja Arif AhmedManaging Partner & CEO

95596029567726

Underwriters

Arab Bangladesh Bank LimitedBCIC Bhaban 30-31 Dilkusha C/A, Dhaka-1000

Mr. Sherief M. A. RahmanAssistant Vice President 9560312-Ext.144

Prime Bank Limited29, Rajuk Avenue (1 st floor), Dhaka-1000

Mr. Sheikh Mortuza AhmedSAVP & Head of Merchant

Banking & Investment Division9565094

National Bank Limited18, Dilkusha C/A, Dhaka-1000.

Mr. Mohammad HossainVice President 9563081-85

The Trust Bank LimitedPeoples Insurance Bhaban(2 nd , 16 th , & 17 th floor) 36Dilkusha C/A. Dhaka-1000.

Mr. Farhad UddinCompany Secretary 9572012-3

BASIC Bank Limited

Sena Kalyan Bhaban (6th

floor) 195, Motijheel C/ADhaka-1000

Mr. A. H. Ekbal HossainManaging Director

95681907175691-2

ICB Capital Management Limited8, Rajuk Avenue(14 th Floor), Dhaka-1000

Mr. Md. Iftikhar-uz-ZamanChief Executive Officer

71603267160627

Swadesh Investment Management Ltd.Road # 1/A, house # 35, Banani, Dhaka- 1212.

Mr. Ziaul QuddusCEO & Managing Director 9345853-5

Stock ExchangesDhaka Stock Exchange Limited (DSE)9/F, Motijheel C.A., Dhaka-1000.

DSE Library 9564601-79666944-8

Chittagong Stock Exchange Limited (CSE)CSE Building, 1080, Sk. Mujib Road, Agrabad C.A.,

Chittagong

CSE Library 714632-3720871-3

Name & address of the Auditor

S. F. Ahmed & Co. Chartered Accountants

House #25 Road#13A Block-D, Banani, Dhaka 12139894026, 9894346


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TABLE OF CONTENTSPARTICULARS Page No.

Conditions under Section 2CC of SEC 01

Declaration about the Responsibility of Directors. 06

Due Diligence Certificate of Issue Manager and Underwriters. . 08Risk Factors.............................. 10

Use of Proceeds. 12

Description of Business. 12

Description of Property 16

Plan of Operation and Discussion of Financial Condition. 17

Directors and Officers.................................................................... 23

Bio-data of Directors................... 24

Involvement of officers and directors in certain legal proceedings 27

Certain relationship and related transactions.. 27

Executive Compensation. 28

Option Granted to Officers, Directors and Employees 28

Transactions with Promoters.. 28

Tangible assets per Share 29

Ownership of the Companys securities. 29

Determination of Offering Price.. 30

Market for the Securities being Offered. 31

Description of Securities Outstanding or being Offered. 32Debt Securities .. 33

Lock in Provision .. 34

Availability of Securities .. 35

Application for Subscription. 36

Miscellaneous Information.. 38

Credit Rating Report of IPDC 39

Application Form . 50

Bankers to the Issue. 52

Application Form (NRB) 53

Auditors Reports in pursuance of section 135(1) .. 55

Ratio Analysis.. 59

Auditors Reports & Accounts.. 60

Additional Disclosure . 78


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Definition and Elaboration of the abbreviatedwords and technical terms used in the Prospectus

AAA : AAA Consultants & Financial Advisers

AKFED:

Aga Khan Fund for Economic DevelopmentAllotment : Letter of allotment for shares

BB : Bangladesh Bank

BO A/C : Beneficial Owner account or Depository Account

Certificate : Share Certificate

Commission : Securities and Exchange Commission

Companies Act : Companies Act, 1994 (Act. No. XVIII of 1994)

CSE : Chittagong Stock Exchange Limited

DSE : Dhaka Stock Exchange Limited

GOB : The Government of Peoples Republic of BangladeshFC Account : Foreign Currency Account

FI : Financial Institution

IPDC : Industrial Promotion and Development Company of Bangladesh Limited

IPO : Initial Public Offering

Issue : Public Issue

Issuer : IPDC of Bangladesh Limited

NAV : Net Asset Value of the Company

NBFI : Non-Banking Financial Institution

NBR : National Board of Revenue

NRB : Non Resident Bangladeshi

Offering Price : Price of the securities of IPDC of Bangladesh Limited beingoffered

Registered Office : 106, Gulshan Avenue, Hosna Center (4th floor), Dhaka-1212

RJSC : Registrar of Joint Stock Companies & Firms

SEC : Securities and Exchange Commission

Securities :Shares of IPDC of Bangladesh Limited

Sponsors : The sponsor shareholders of IPDC of Bangladesh Limited.

STD Account : Short Term Deposit Account

Subscription : Application money

The Company : IPDC of Bangladesh Limited


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Issuer Company: Issue Manager:

IPDC Of Bangladesh Limited AAA Consultants & Financial Advisers

1

DISCLOSUREIN R ESPECT OF ISSUANCEOF SECURITYIN DEMAT FORM

As per provisions of the Depository Act, 1999 and regulations made thereunder, share of thecompany will be issued in dematerialized form only and for this purpose the IPDC Of BangladeshLimited has signed an agreement with the Central Depository Bangladesh Ltd. (CDBL). Therefore,all transfer/transmission, splitting or conversion will take place in the CDBL system and any

further issuance of shares (including right/bonus) will also be issued in dematerialized formonly.

CONDITIONS UNDER 2CC OF THE SECURITIESANDEXCHANGEORDINANCE, 1969

PART-A

1. The company shall go for Initial Public Offer (IPO) for 13,90,000 ordinary shares only of Tk.200.00 (Taka Two hundred) per share worth Taka 27,80,00,000.00 (Taka twenty seven croreeighty lac) only following the Securities and Exchange Commission (Public Issue) Rules, 2006,the Depository Act, 1999 and regulations issued there under.

2. The abridged version of the prospectus, as approved by the Commission, shall be published bythe issuer in four national daily newspapers (in two Bengali and two English), within 03 (three)working days of issuance of this letter. The issuer shall post the full prospectus vetted by theSecurities and Exchange Commission in the issuers website and shall also put on the web sitesof the Commission, stock exchanges, and the issue manager within 03 (three) working daysfrom the date of issuance of this letter which shall remain posted till the closure of thesubscription list. The issuer shall submit to SEC, the stock exchanges and the issue manager adiskette containing the text of the vetted Prospectus in MS-Word format.

3. Sufficient copies of prospectus shall be made available by the issuer so that any personrequesting a copy may receive one. A notice shall be placed on the front of the applicationform distributed in connection with the offering, informing that interested persons are entitledto a prospectus, if they so desire, and that copies of prospectus may be obtained from the

issuer and the issue manager. The subscription application shall indicate in bold type that nosale of securities shall be made, nor shall any money be taken from any person, in connectionwith such sale until twenty five days after the prospectus has been published.

4. The company shall submit 40 (forty) copies of the printed prospectus to the Securities andExchange Commission for official record within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper.

5. The issuer company and the issue manager shall ensure transmission of the prospectus,abridged version of the prospectus and relevant application forms for NRBs through e-mail,simultaneously with publication of the abridged version of the prospectus, to the BangladeshEmbassies and Missions abroad and shall also ensure sending of the printed copies of abridgedversion of the prospectus and application forms to the said Embassies and Missions within fiveworking days of the publication date by express mail service (EMS) of the postal department. A

compliance report shall be submitted in this respect to the SEC jointly by the issuer and theissue manger within two working days from the date of said dispatch of the prospectus & theforms.

6. The paper clipping of the published abridged version of the prospectus, as mentioned atcondition 2 above, shall be submitted to the Commission within 24 hours of the publicationthereof.

7. The company shall maintain separate bank account(s) for collecting proceeds of the InitialPublic Offering and shall also open FC account(s) to deposit the application money of the Non-Resident Bangladeshis (NRBs) for IPO purpose, and shall incorporate full particulars of said FCaccount(s) in the prospectus. The company shall open the abovementioned accounts for IPO


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purpose; and close these accounts after refund of over-subscription. Non-Resident Bangladeshi(NRB) means Bangladeshi citizens staying abroad including all those who have dual citizenship(provided they have a valid Bangladeshi passport) or those, whose foreign passport bear astamp from the concerned Bangladesh Embassy to the effect that no visa is required to travelto Bangladesh.

8. The issuer company shall apply to all the stock exchanges in Bangladesh within 07(seven)working days from the date of issuance of this letter and shall simultaneously submit thevetted prospectus with all exhibits, as submitted to SEC, to the stock exchanges.

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

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

None of the stock exchange(s), if for any reason, grants listing within 75 days from the closureof subscription, any allotment in terms of this prospectus shall be void and the company shallrefund the subscription money within fifteen days from the date of refusal for listing by thestock exchanges, or from the date of expiry of the said 75 (seventy five) days, as the case maybe.

In case of non-refund of the subscription money within the aforesaid fifteen days, thecompany directors, in addition to the issuer company, shall be collectively and severally liablefor refund of the subscription money, with interest at the rate of 2% (two percent) per monthabove the bank rate, to the subscribers concerned.

The issue manager, in addition to the issuer company, shall ensure due compliance of theabove mentioned conditions and shall submit compliance report thereon to the Commissionwithin seven days of expiry of the aforesaid fifteen days time period allowed for refund of thesubscription money.

10. The subscription list shall be opened and the sale of securities commenced after 25 (twentyfive) days of the publication of the abridged version of the prospectus and shall remain openfor 5 (Five) consecutive banking days.

11. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draftdrawn on a bank payable at Dhaka, or through a nominee by paying out of foreign currencydeposit account maintained in Bangladesh or in Taka, supported by foreign currencyencashment certificate issued by the concerned bank, for the value of securities applied forthrough crossed bank cheque marking Account Payee only. Application shall be sent by theNRB applicants to the issuer company within the closing date of the subscription so as to reachthe same to the company by the closing date plus nine days. Applications received by thecompany after the above time period will not be considered for allotment purpose.

12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound Sterling andEuro of Sonali Bank, which shall be mentioned in the Prospectus, as prevailed on the date of opening of the subscription for the purpose of application of the NRBs and other non-Bangladeshi persons, where applicable.

13. The company and the issue manager shall ensure prompt collection/clearance of the foreignremittances of NRBs and other non-Bangladeshis, if applicable, for allotment of shares.

14. Upon completion of the period of subscription for securities the issuer and the issue managershall jointly provide the Commission and the stock exchanges with the preliminary status of the subscription within 05 (five) working days, in respect of the following matters, namely: -

(a) Total number of securities for which subscription has been received;(b) Amount received from the subscription; and(c) Amount of commission paid to the banker to the issue.


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15. The issuer and the issue manager shall jointly provide the Commission and the stock exchangeswith the list of valid and invalid applicants (i.e. final status of subscription) to the Commissionwithin 3 (three) weeks after the closure of the subscription along with bank statement(original), branch-wise subscription statement, NRB application forms (photocopy attested bythe CEOs of the issuer company and the issue manager). The list of valid and invalid applicantsshall be finalized after examination with the CDBL in respect of BO accounts and particulars

thereof.

16. The IPO shall stand cancelled and the application money shall be refunded immediately (butnot later than 6(six) weeks from the date of the subscription closure) if any of the followingevents occur:a) Upon closing of the subscription list it is found that the total number of valid applications

(in case of under subscription including the number of the underwriter) is less than theminimum requirement as specified in the listing regulations of the stock exchange(s)concerned; or

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

17. 10% of total public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% formutual funds and collective investment schemes registered with the Commission, and theremaining 80% shall be open for subscription by the general public. In case of under-

subscription under any of the 10% categories mentioned above, the unsubscribed portion shallbe added to the general public category and, if after such addition, there is over subscriptionin the general public category, the issuer and the issue manager shall jointly conduct an openlottery of all the applicants added together.

18. All the applicants shall first be treated as applied for one minimum market lot of 50 sharesworth Tk.10,000/-. If, on this basis, there is over subscription, then lottery shall be heldamongst the applicants allocating one identification number for each application, irrespectiveof the application money. In case of over-subscription under any of the categories mentionedhereinabove, the issuer and the issue manager shall jointly conduct an open lottery of all theapplications received under each category separately in presence of representatives from theissuer, the stock exchanges and the applicants, if there be any.

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

20. The company shall issue share allotment letters to all successful applicants within 6 (six)weeks from the date of the subscription closing date. Within the same time, Refund to theunsuccessful applicants shall be made in the currency in which the value of securities was paidfor by the applicants without any interest, through Account Payee Cheque/ refund warrantswith bank account number, banks name and Branch as indicated in the securities applicationforms payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra, as the casemay be. A compliance report in this regard shall be submitted to the Commission within7(seven) weeks from the date of closure of subscription.

21. The company shall furnish the List of Allotees to the Commission and the stock exchange(s)simultaneously in which the shares will be listed, within 24 (twenty four) hours of allotment.

22. In the event of under-subscription of the public offering, the unsubscribed portion of securitiesshall be taken up by the underwriter(s) (subject to para -16 above). The issuer must notify theunderwriter to take up the underwritten shares within 10 (ten) days of the subscription closingdate on full payment of the share money within 15(fifteen) days of the issuers notice. Theunderwriter shall not share any underwriting fee with the issue manager, other underwriters,issuer or the sponsor group.

23. All issued shares of the issuer at the time of according this consent shall be subject to a lock-in period of three years from the date of issuance of prospectus or commercial operation,whichever comes later:

Provided that the persons, other than directors and those who hold 5% or more, who havesubscribed to the shares of the company within immediately preceding two years of according


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consent, shall be subject to a lock-in period of one year from the date of issuance of prospectus or commercial operation, whichever comes later.

24. Either a Jumbo Share (one for each of the existing Sponsors/ Directors/ Shareholders) inrespect of the shares already issued shall be issued covering together respective total holding,which shall contain the expiry date of lock-in period or Sponsors/Directors/

Promoters/Shareholders shareholding shall be converted into demat form but shall be locked-in for three years as per the condition at para-23 above.

25. In case of Jumbo Share Certificate issued to the existing Sponsors/ Directors/ Shareholders,the said share certificates shall be kept under custody of a security custodian bank registeredwith SEC during the lock-in period. The name and branch of the bank shall be furnished to theCommission jointly by the issuer and the issue manager, along with a confirmation thereof from the custodian bank, within one week of listing of the shares with the stock exchange(s).

26. In case of dematerialization of shares held by the existing Sponsors/ Directors/ Shareholders,the copy of dematerialization confirmation report generated by CDBL and attested by themanaging director of the company along with lock-in confirmation shall be submitted to SECwithin one week of listing of the shares with the stock exchange(s).

27. The company and the issue manager shall apply to the stock exchanges for listing within7(seven) working days of issuance of this letter and shall simultaneously submit to theCommission attested copies of the application filed with the stock exchanges.

28. The company shall not declare any benefit other than cash dividend based on the financialstatement for the period ended December 31, 2005.

Part B

1. The issue manager (i.e. AAA Consultants & Financial Advisers) shall ensure that the abridgedversion of the prospectus and the full prospectus is published correctly and in strict conformitywithout any error/omission, as vetted by the Securities and Exchange Commission.

2. The issue manager shall carefully examine and compare the published abridged version of prospectus on the date of publication with the copy vetted by SEC. If any discrepancy/inconsistency is found, both the issuer and the issue manager shall jointly publish acorrigendum immediately in the same newspapers concerned, simultaneously endorsing copiesthereof to SEC and the stock exchange(s) concerned, correcting the discrepancy/inconsistencyas required under Due Diligence Certificates provided with SEC.

3. Both the issuer company and the issue manager shall, immediately after publication of theprospectus and its abridged version, jointly inform the Commission in writing that thepublished prospectus and its abridged version are verbatim copies of the same as vetted by theCommission.

4. The fund collected through IPO shall not be utilized prior to listing with stock exchange andthat utilization of the said fund shall be effected through banking channel, i.e. throughaccount payee cheque, pay order or bank drafts etc.

5. The company shall not account for any upward revaluation of its fixed assets creating reservewithout prior permission from the Securities and Exchange Commission.

6. The company shall furnish report to the Commission on utilization of IPO proceeds within 15days of the closing of each quarter until such fund is fully utilized, as mentioned in theschedule contained in the prospectus, and in the event of any irregularity or inconsistency, theCommission may employ or engage any person, at issuers cost, to examine whether the issuerhas utilized the proceeds for the purpose disclosed in the prospectus.


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7. All transactions, excluding petty cash expenses, shall be effected through the companys bankaccount(s).

8. Proceeds of the IPO shall not be used for any purpose other than those specified in theprospectus. Any deviation in this respect must have prior approval of the shareholders in theEGM under intimation to SEC and stock exchange(s).

9. Directors on the companys Board: This will be in accordance with the applicable laws, rulesand regulations.

PART-C

1. All the above conditions imposed under section 2CC of the Securities and Exchange Ordinance,1969 shall be incorporated in the prospectus immediately after the page of the table of contents, with a reference in the table of contents, prior to its publication.

2. The Commission may impose further conditions/restrictions etc. from time to time as andwhen considered necessary which shall also be binding upon the issuer company.

PART-D

1. As per provision of the Depository Act, 1999 and regulations made there under, shares will onlybe issued in dematerialized condition. All transfer/ transmission/ splitting will take place inthe Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares(right/bonus) will be issued in dematerialized form only.

An applicant (including NRB) shall not be able to apply for allotment of shares withoutbeneficial owner account (BO account).

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

GENERALINFORMATION

AAA Consultants & Financial Advisers has prepared this Prospectus from information supplied byIPDC (the Company) and also several discussions with Chairman, Managing Director and relatedexecutives of the Company. The Directors of both IPDC and AAA Consultants & FinancialAdvisers collectively and individually, having made all reasonable inquiries, confirm that to thebest of their knowledge and belief, the information contained herein is true and correct in allmaterial respect and that there are no other material facts, the omission of which, would makeany statement herein misleading.

No person is authorized to give any information or to make any representation not contained inthis Prospectus and if given or made, any such information or representation must not be reliedupon as having been authorized by the Company or AAA Consultants & Financial Advisers.

The Issue as contemplated in this document, is made in Bangladesh and is subject to theexclusive jurisdiction of the courts of Bangladesh. Forwarding this Prospectus to any person

resident outside Bangladesh in no way implies that the Issue is made in accordance with thelaws of that country or is subject to the jurisdiction of the laws of that country.

A copy of this Prospectus can be obtained from the Registered Office of IPDC, AAA Consultants& Financial Advisers, the underwriters and the Stock Exchanges where the securities will betraded.


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6

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS ANDCHIEF EXECUTIVEOFFICER OF THECOMPANYI NDUSTRIALPROMOTION ANDDEVELOPMENTCOMPANY OF BANGLADESHLIMITED IN

R ESPECT OF PROSPECTUS.

This prospectus has been prepared, seen and approved by us, and we, individually and collectively,accept full responsibility for the authenticity and accuracy of the statements made, information given

in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to theCommission in support thereof, and confirm, after making all reasonable inquiries that all conditionsconcerning this public issue and prospectus have been met and that there are no other information ordocuments the omission of which make any information or statements therein misleading for which theCommission may take any civil, criminal or administrative action against any or all of us as it maydeem fit.

We also confirm that full and fair disclosure has been made in this prospectus to enable the investorsto make a well informed decision for investment.

Sd/-Md. Nurul Amin

ChairmanSecretary-Ministry of

Industries(Nominated by Bangladesh

Government)

Sd/-Syed Mushtaq

DirectorFormer Secretary- Government of The

Peoples Republic of Bangladesh(Nominated by Bangladesh

Government)

Sd/-Anwar Poonawala

Director(Nominated by Aga Khan

Fund for EconomicDevelopment)

Sd/-Shabbir Hashmi

Director

Sd/-Sulaiman Ajanee

Director(Nominated by Aga Khan Fund for

Economic Development)

Sd/-Kamaluddin A. Aziz



Sd/-Shabir Kassam

Director(Nominated by Aga Khan Fund

for Economic Development)

Sd/-Altaf Hussain



Sd/-Shah A Sarwar

Managing Director & CEO

CONSENT OF DIRECTOR (S) TO SERVE AS DIRECTOR (S)

We hereby agree that we have been serving as Director(s) of Industrial Promotion and DevelopmentCompany of Bangladesh Limited and continue to act as a Director of the company.

Sd/-Md. Nurul Amin

ChairmanSecretary-Ministry of

Industries(Nominated by Bangladesh

Government)

Sd/-Syed Mushtaq

DirectorFormer Secretary- Government of The

Peoples Republic of Bangladesh(Nominated by Bangladesh

Government)

Sd/-Anwar Poonawala



Sd/-Shabbir Hashmi

Director

Sd/-Sulaiman Ajanee






Sd/-Shabir Kassam



Sd/-Altaf Hussain



Sd/-Shah A Sarwar



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DECLARATION ABOUT FILING OF PROSPECTUS WITHTHE REGISTRAR OF J OINT STOCK COMPANIES

A dated and signed copy of this prospectus will be filed for registration with the Registrar of JointStock Companies and Firms, Bangladesh, as required by Section 138(1) of the Companies Act, 1994, on

or before the date of publication of this prospectus in the newspaper.

MATERIAL INFORMATIONAFTER THE DATE OF AUDITED ACCONTS

Associates of IPDC Limited, one of the shareholders of IPDC, has sold its entire holding of 280,140Ordinary Shares to the following parties:

Name of the Transferor Name of Transferee No. of shareAssociates of IPDC Limited Summit Industrial & Mercantile

Corporation (pvt.) Ltd.140,070

Associates of IPDC Limited Alliance Holdings Limited 140,070Total No. of Share 280,140

The above share transfer has been approved by the Board of IPDC at its 91 st Board Meeting held on May17, 2006. The necessary formalities with the RJSC are now in progress.

DECLARATION BY THE ISSUER ABOUT THEAPPROVALFROM SEC FOR ANY MATERIAL CHANGES

In case of any material changes in any agreement, contract, instrument, facts and figures, operationalcircumstances and statement made in the Prospectus subsequent to the preparation of the prospectusand prior to its publication shall be incorporated in the prospectus and the said prospectus should be

published with the approval of the Commission.For Issuer

Sd/-Shah A SarwarManaging Director & CEOIPDC Of Bangladesh Limited


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DECLARATION BY THE ISSUE MANAGER ABOUT THEAPPROVAL FROM SEC FOR ANY MATERIAL CHANGES

In case of any material changes in any agreement, contract, instrument, facts and figures, operationalcircumstances and statement made in the Prospectus subsequent to the preparation of the prospectus

and prior to its publication shall be incorporated in the prospectus and the said prospectus should bepublished with the approval of the Commission.

For Manager to the Issue

Sd/-Khwaja Arif AhmedMANAGING PARTNER & CEO April 25, 2006AAA Consultants & Financial Advisers

DUE DILIGENCE CERTIFICATE OF MANAGER TO THE ISSUE

Sub: Public offer of 1,390,000 Ordinary Shares of Taka 200.00 each of including a premiumTk.100.00 per share by IPDC Of Bangladesh Limited.

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

1. We, while finalizing the draft prospectus pertaining to the said issue, have examined variousdocuments and other materials as relevant for adequate disclosures to the investors; and

2. On the basis of such examination and the discussions with the issuer company, its directors and

officers, and other agencies, independent verification of the statements concerning objects of theissue and the contents of the documents and other materials furnished by the issuer company;-

WE CONFIRM THAT:

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

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

c) the disclosures made in the draft prospectus are true, fair and adequate to enable theinvestors to make a well informed decision for investment in the proposed issue.

For Manager to the Issue

Sd/-Khwaja Arif AhmedManaging Partner & CEOAAA Consultants & Financial Advisers


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DUE DILIGENCE CERTIFICATE OF THE UNDERWRITERS

Sub: Public Offer of 1,390,000 Ordinary Shares of Taka 200.00 each including a premium of Tk100.00 per share of IPDC Of Bangladesh Limited.

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

1. We, while underwriting the above mentioned issue on a firm commitment basis, have examinedthe 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 andofficers, and other agencies, independent verification of the statements concerning objects of theissue and the contents of the documents and other materials furnished by the issuer company;-

WE CONFIRM THAT:

(a) all information as are relevant to our underwriting decision have been received by us and thedraft prospectus forwarded to the Commission has been approved by us;

(b) we shall subscribe and take up the un-subscribed securities against the above-mentioned publicissue within 15 (fifteen) days of calling up thereof by the issuer; and

(c) this underwriting commitment is unequivocal and irrevocable.

For Underwriter(s)

Sd/-

Managing Director

AB Bank LimitedPrime Bank LimitedNational Bank LimitedThe Trust Bank LimitedBASIC Bank LimitedICB Capital Management LimitedSwadesh investment Management Limited


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As with all investments, investors should be aware that there are risks associated with an investmentin the Company. These risks could result in loss of income or capital investment. Investors areencouraged to seek independent financial advice.

Interest Rate RiskThe Companys financing in different sectors are generally structured at fixed and variable rates forspecified terms. Increase in interest rates of borrowings could narrow or eliminate the spread, orresult in a negative spread, and hence, may have a material adverse effect on the Companys business,financial condition and/or results of operations.

Although the consequences of unusual and abrupt increase in borrowing rate cannot be avoided,the company takes all the appropriate measures to minimize the negative consequences. For instance, IPDC currently pursues a policy under which interest rate can be revised for any unusual and abrupt change at its own discretion as and when required.

Liquidity RiskThe Companys business is funded through loans and deposits from local banks, international financialinstitutions and retail customers. Dependency on bank loan and lower level of retail deposit may placeit in a disadvantageous position.

The management of IPDC is aware of the situation and it has already started diversifyingsources of funds to reduce the dependency on funds like banks .IPDC has already introduced

public deposit scheme and a full scale operation is now underway. In 2004, IPDC issued ZeroCoupon Bond backed by asset securitization which was privately placed successfully asalternative source of fund. Besides, the management of the company is prudently working uponsecuring credit lines from both local and foreign sources.

Exchange Rate RiskExchange rate fluctuation may reduce the profitability of IPDC because it secures credit lines fromvarious foreign sources.

IPDC pursues a prudent policy in managing exchange risks on its foreign currency funds.Exposures on the principal borrowing are hedged. In order to mitigate the exchange rate

fluctuation, IPDC does not convert these foreign currency loans into local currency and the proceeds of the said foreign currency loans are deposited in local banks and counterpart localcurrency funds are obtained to make investments.

Industry RiskEntry of new competitor may increase the market competition and may adversely affect theprofitability of IPDC.

Financial institution (FI) is a fast growing industry with annual growth rate of 30%. But FI participation is only 5% of the total credit market. There is a good potential for a wellestablished and leading financial institutions like IPDC to expand increase its market share innear future in this fast growing industry.

Market and technology related RiskIn the global market of 21 st century, developed technology obsoletes the old service/ product strategy.So the existing technology may not be efficient enough to cope up with the future trend and needs.

IPDC management always puts emphasis on development and implementation of appropriatetechnology and is committed to continue to invest in information technology as always.

R ISK FACTORS ANDMANAGEMENTS PERCEPTION ABOUT THE R ISK


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Change in Regulatory PoliciesBangladesh Bank may increase the Statutory Liquidity Requirement (SLR) of NBFI, which may createfund constrain for the NBFI.

IPDC has substantial bank deposits as assets which is accepted by Bangladesh Bank as SLR. Assuch, any change in SLR rate does not have impact upon IPDC.

Change in Government PolicyA Financial institutions ability to operate profitably is directly related to the monetary and fiscalpolicy of the country at any given point in time. Imposition of restrictive monetary and/or fiscal policyby the government at any time may affect a companys profitability.

Government is perusing a policy of liberalization of the financial sector. Efficiency of the financial systems may result in reduction of overall lending rates. Low costs could help increasebusiness volumes for financial institutions including IPDC.

Changes in Economic & Political ConditionChanging economic conditions may affect the demand for the type of finance offered by the Company.Downturn of economic activity or uncertainty may result in a downturn in demand for loan funds forindustry.

Generally, this risk applies to every financing institution in the country but they are normally mitigated by being aware of the circumstances and taking appropriate action in time. IPDC hasalways kept abreast of changing business environments and this is evidenced by its good

financial performance in the past. IPDCs performance has been steady during periods of political turmoil and natural calamities.

Portfolio management riskPoor quality of project appraisal, slack monitoring of outstanding debts, inadequate/ inappropriatedocumentation and other forms of management deficiencies may affect the quality of IPDC portfolio.

Under the close supervision of IPDCs internationally reputed shareholders, the management of IPDC has developed skills and ability to appraise a project efficiently, ascertain the risk factors,address them and monitor performance closely.

Asset quality riskAdditional provisioning may be required due to deterioration in asset quality which will reduce theprofit as well as the dividend.

IPDC management recognizes this risk and has so far demonstrated its ability to maintainreserves as per Bangladesh Bank guideline and proper management of its portfolio.

Competition with Commercial BanksCommercial Banks are leaders of the lending market. It is estimated that more than 90% market shareof credit market is held by commercial banks. With the advantages of lower cost of fund, commercialbanks may increase the market competition.

Commercial banks focus in providing mid-term and short term financing. Although commercial

banks are currently the largest term loan providers, NBFIs play an important role in terms of advising, structuring and syndicating term loans for projects with special needs. IPDC has someadvantages over the commercial banks in this regard, such as flexibility of the terms of itslending, quick disbursement, leasing and equity investment, and the ability to syndicate/arrange funds from domestic and foreign sources. This strategic edge, coupled with a strongcustomer-oriented approach, creates demand for IPDC financing despite the fact that IPDCcharges higher rates than commercial banks. Furthermore, even in comparison with NBFIs, IPDCs

financial products are competitive.


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Change in Fiscal PolicyThe Company's leasing activities generate significant depreciation allowances that provide theCompany with substantial tax benefits on an ongoing basis. In addition, the Company's lesseescurrently enjoy favourable tax treatment due to entitlement of depreciation. Any change of currenttax laws may make lease financing less attractive and would have a material impact on the Company'sbusiness, financial condition and/or results of operations.

We have been putting our best efforts to manage our tax and accounting matters professionally.Unless a material change takes place in the fiscal policy, which would affect the leasing industry as a whole, we are prepared to address the issues that may have any significant impact on theCompany's business, financial condition and/or results of operations

The public issue is the compliance of statutory requirement of the Company. The proceeds willstrengthen the capital base and liquidity of the Company. Besides it will augment business expansionAs such the proceeds of the present issue of 1,390,000 ordinary share at Tk.200/- each (including a

premium of Tk. 100/- per share) amounting to Tk. 278,000,000/- would be utilized in the normalbusiness operations such as investment, leasing, lending, refinancing of the Company.

IPDC was first conceived as a result of an IBRD/IFC Industrial Sector mission to Bangladesh in 1978.Subsequently, a detailed feasibility study and strategic policy dialogue among the Government, IFCand other international partners resulted in the establishment of IPDC as an alternative developmentfinance institution in the private sector. The Company in 1981 became the first private sectorDevelopment Finance Institution (DFI) in Bangladesh. IPDC takes pride in being recognized today as apremier development finance institution providing high quality financial services to its clients for theirinvestment needs.

IPDC was established by a distinguished multilateral team of shareholders. The founding shareholdersare: The Government of the Peoples' Republic of Bangladesh (GOB), Commonwealth Development Corporation (CDC), of the United Kingdom, German Investment and Development Company (DEG), of Germany, International Finance Corporation (IFC) an affiliate of the World Bank, and The Aga Khan Fund for Economic Development (AKFED).

Presently AKFED is the majority shareholder with 66% ownership of IPDC and Government of Bangladesh holds 28%. IPDC Board of Directors has nine members, out of which five are nominated byAKFED, two are nominated by the Government of Bangladesh and one is an independent director.

Aga Khan Fund for Economic Development (AKFED)

In early 2004, AKFED as part of its strategy to strengthen its presence in the financial sector of thisregion acquired 70% stake in IPDC by purchasing the shares from IFC, CDC and DEG.

The Aga Khan Fund for Economic Development S.A. (AKFED), incorporated in Switzerland, is aninternational development agency which promotes entrepreneurship in the private sector in specificregions of the developing world. AKFED promotes private sector initiative and entrepreneurshipthrough equity investment in partnerships with multilateral agencies, international investors, localdevelopment institutions and individuals. AKFED operates in five broad sectors: industry andinfrastructure, tourism development, financial services, media and aviation.

USE OF PROCEEDS

DESCRIPTION OF BUSINESS


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The Role of IPDC in Financing

IPDC specializes in project financing and provides innovative investment solutions. This includesinvesting in projects that add value and contribute to the countrys overall economic development. Itinvests through equity participation, term lending and lease financing. IPDC has been playing pivotalrole in almost all the industrial sectors. It has also special focus in infrastructure and social sectorprojects.

IPDC has also been providing innovative investment solutions and project advisory services to its clientsin industrial and social sectors like education and health care. The investments IPDC makes are meantto achieve a number of objectives:

Employment and income generation Revenue generation for the government Production capacity addition Earned or saved foreign exchange Linkage and business development Skills and technology transfer Offering environmental risk assessment and its management

The positive image IPDC has created has been established through more than two decades of consistent commitment towards excellence in providing financial services. With a conscious effort toanticipate influences in the domestic and foreign environment, IPDC has the ability to adapt to thechanging needs of time.

IPDC envisages continuing and expanding its role as a catalyst in inspiring, strengthening and enhancingthe financial sector development of the country. IPDC has pioneered the concept of lease financing inBangladesh. It was one of the sponsor shareholders of Industrial Development Leasing Company of Bangladesh Limited (IDLC). Another IPDC initiative has been developing the concept of house mortgagefinancing in the country. IPDC was also promoter shareholder of National Housing and FinanceCompany Ltd (NHFL). IPDC has been credited with pioneering subscription of Cumulative RedeemablePreference Shares and issuance of Zero Coupon Bond through asset backed securitization as analternate means of finance.

Financial engineering and investment solutions prescribed by IPDC are based on project needs.Services include -

Long term loan Short term loans Working capital finance Equity finance Quasi Equity finance ( Preferred Stock) Lease finance Bridge finance Loan syndication Underwriting Corporate advisory services Asset backed securitization

IPDC has been a partner in a number of milestone projects: IDLC, first leasing company in Bangladesh Pacific Bangladesh Limited (Citycell), the pioneer private telecom firm in Bangladesh Holcim (Bangladesh) Limited, the first issuer of Cumulative Redeemable Preference Shares GMG Airlines , the market leader in private aviation in Bangladesh Alpine Fresh, the second mineral water bottling plant in Bangladesh Fantasy Kingdom, the countrys first theme park Summit Group, leader in Independent Power Plant (IPP) Scholastica School, first institutional funding to private sector education National Housing and Finance Limited ,second house mortgage finance company in Bangladesh


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Mission Statement

To be the agent of change for development and to provide investment solutions

Sectoral Exposure of IPDC Investments

Sector wise Portfolio based on Total Investment(as of December 31, 2005)Particulars Exposure in %

Engineering & Building Materials 13.54%Textile (Other Than RMG & Knitwear) 11.29%Transport & Aviation 9.88%Infrastructure 7.58%Chemicals, Pharmaceuticals and Allied Industries 6.12%Agro-Based Industries 6.11%RMG and Knitwear 5.80%Food and Allied Products (Other than Agro-Based Products) 5.41%Social Sector 4.97%Paper Converting & Packaging, Printing And Publishing 4.56%Hotel, Tourism & Leisure 3.38%Glass, Ceramics and Other Non-Metallic Mineral Products 3.16%Bank & Non-Bank Financial Institution 2.60%ICT 1.51%Tannery, Leather and Rubber Products 0.24%Others 13.86%Total: 100.00%

(2) Products/ Services Contributing More than 10% to Revenue:

Revenue incomes from the main products/services for the years ended December 31, 2005 and 2004are as follows:

Description Dec 2005 Percentage Dec 2004 PercentageInterest on loans 321,209,425 28.69 % 291,314,020 32.52%Interest on short term finance 294,672,603 26.32 % 181,875,649 20.30%Lease income 215,603,032 19.26 % 258,381,792 28.84%Exchange gain 122,463,045 10.94% 30,000,000 3.35%Dividend on investment in Share 116,488,015 10.41 % 91,077,592 10.17%

Other Business Indicators: (As per Audited Accounts in Tk.) Particulars Dec 2005 Dec 2004 Dec 2003

Authorized Capital 1,000,000,000 1,000,000,000 1,000,000,000Issued, Subscribed & Paid-up Capital 478,014,000 478,014,000 450,000,000Shareholders Equity 1,123,641,721 1,097,341,697 927,384,649Total Assets 11,946,466,858 16,117,922,470 10,876,567,247Operating Revenue 1,119,424,534 895,842,874 808,553,015Operating Expenses 872,769,286 615,692,224 518,731,243Net Profit after tax 134,126,082 225,304,048 190,442,375

(3) Associates, Subsidiary/Related Company

The Company has no associates or subsidiary or related company.

(4) Distribution of Products/Services:

The products/services of the Company are distributed/rendered from the Registered Office at 106Gulshan Avenue, Hosna Centre (4 th Floor), Dhaka 1212, of the Company throughout the country.


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(5) Competitive Conditions in the Business:

The Financial Sector comprises of large number of Financial Institutions (28 nos. now). All the Non-Banking Financial Institutions (NBFI) and banks having leasing windows are competitors. Despite of thisstiff competition, the private sector FIs are also earning significantly. In 2005 the Financial Sector as a

whole achieved a growth rate of 52% as per published report from Dhaka Stock Exchange (DSE). Amongthe 28 financial institutions operating in Bangladesh, major competitors other than banks are as under:

IDLC of Bangladesh Limited. United Leasing Company Limited Uttara Finance & Investment Limited International Leasing & Finance Limited Prime Finance & Investment Ltd

(6) Sources and availability of raw materials and the names of the principal suppliers

Raw material for a Non-Banking Financial Institution is fund which is mainly mobilized/ procured fromequity capital, term deposits and interest on loans.

(7) Sources of, and requirement for, power, gas & water:

The Company does not require such utilities except for ordinary use in office work.

(8) Names of the Customers providing 10% or more revenues:

Companys customers do not include any one providing 10% or more of revenues.

(9) Contract with Principal Suppliers/Customers:

The Company always enters into contracts with all the customers of the Company as normal course of business.

(10) Material Patents, Trade Marks, Licenses or Royalty Agreements:

The Company has not entered into any such Agreements.

(11) Employees Position (as on 31.12.2005)

During the year there were 27 employees employed for the full year and 17 employees less than fullyear at a remuneration of Taka 3,000 per month and above. At the end of the year, there were 44employees in the company. All of them are full time employed.


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The Companys main business is being conducted through its Registered Office at Hosna Center (4 th Floor), 106 Gulshan Avenue, Dhaka-1212 on its own premises. However, The Company owns thefollowing fixed assets as given below:

(As per Audited Accounts amounts in Taka)Particulars Cost at Original Written Down Value

(As on Dec 31, 2005)Written Down Value(As on Dec 31, 2004)

Office Premises 44,813,500 *67,694,400 -Motor Vehicles 11,692,300 4,119,679 4,726,069Furniture and Fixtures 18,618,913 16,471,011 1,128,127Equipment & appliance 15,621,957 8,940,215 1,918,656Total 90,746,670 97,225,305 7,772,852

* Including revaluation adjustment of BDT 23,627,792

1. The Company itself owns the entire fixed assets.

2. There exists no mortgage or lien on the properties of the Company.

3. At present, the Company does not have any properties taken on lease.

DESCRIPTION OF PROPERTY


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The Company started commercial operation in 1981. The comparative financial conditions for the yearsended December 31, 2005, 2004 and 2003 are given below:

(1) Internal & external Sources of Cash: (As per Audited Accounts amount in Taka)

Particulars 31-12-2005 31-12-2004 31-12-2003Internal Sources of CashShare capital 478,014,000 478,014,000 450,000,000Share premium 28,014,000 28,014,000 -Statutory reserve 44,949,704 44,949,704 44,949,704Revaluation reserve- Office premises 23,627,792 - -Proposed dividend 47,801,400 119,503,500 101,250,000Dividend distribution tax - 11,950,350 10,125,000Revenue reserves 501,234,825 414,910,143 321,059,945Sub Total 1,123,641,721 1,097,341,697 927,384,649External Sources of CashLoan funds (unsecured) 3,237,526,821 3,225,066,148 3,130,600,988Deferred Liabilities 73,324,066 70,335,626 154,885,777Sub Total 3,310,850,887 3,295,401,774 3,285,486,765Grand Total 4,434,492,608 4,392,743,471 4,212,871,414

(2) Material Commitment for Capital Expenditure:The company has capital expenditure commitment of Tk. 1,231,150 on account of computer purchase

at the balance sheet date. The payment will be made out of the current years revenue generatedfrom business operation.

(3) Causes for material changes in Income, Expenses & Net-Income:

Since start of the business 1981, the revenue in the form of investment income, lease rental, intereston direct finance, other operational and non-operational income of the Company has continued tochange (increase) due to relentless effort and commitment of the management, supported by thefiscal policy of the Government, general economic growth factors including increase inexports/imports, increased public expenditures, increased investment in trade and industry and humanresource development.

In the year 2005, IPDC increased its provisioning by an amount of Tk. 208,272,533 in strictcompliance with Bangladesh Bank requirements. It eventually reduced the profit margin for the

said year.

Income:A comparative income position of the Company for the years ended December 31, 2005, December 31,2004, December 31, 2003 are as follows (as per Audited Accounts)

PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION


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Operating Revenue

Description Yr-2005 Yr-2004 Yr-2003Dividend on Investment inshare 116,488,015 91,077,592 93,164,151

Profit on sale of share 45,386,074 31,123,092 43,498,116

Interest on loans 321,209,425 291,314,020 264,729,970Lease income 215,603,032 258,381,792 258,222,893Interest on short term finance 294,672,603 181,875,649 94,625,525Supervision fees 112,092 2,005,140 6,941,419Consultancy fee - - -Appraisal and feasibility studyfees 1,060,000 1,755,000 6,135,000

Syndication fees 392,859 2,600,000 -Commitment fees 566,316 752,542 1,334,669Documentation fees 150,000 505,000 1,620,000Other fees 1,321,073 4,453,047 2,011,272Exchange gains 122,463,045 30,000,000 36,270,000Total Operating Revenue 1,119,424,534 895,842,874 808,553,015

Operating ExpensesA comparative operating expense position of the Company for the years ended December 31, 2005,2004, 2003 are as follows:

Description Yr-2005 Yr-2004 Yr-2003General and administrativeexpenses 62,069,829 54,908,356 42,514,849

Finance cost - net of intereston bank deposit 810,699,457 560,783,868 476,216,394

Total Operating Expenses 872,769,286 615,692,224 518,731,243

Profit Before Provision & Tax

A comparative operating profit before provision and taxes position of the Company for the years endedDecember 31, 2005, December 31, 2004, December 31, 2003, are as follows:

Description Yr-2005 Yr-2004 Yr-2003Total Operating Revenue 1,119,424,534 895,842,874 808,553,015Total Operating Expenses 872,769,286 615,692,224 518,731,243Total Income from Operations 246,655,248 280,150,650 289,821,772Non Operating & Other Income 103,772 149,999 0Profit before Provision & Tax 246,759,020 280,300,649 289,821,772

(4) Seasonal Aspects:

In general there is no seasonal impact on the business of the Company.

(5) Known Trends, Events or Uncertainties:

Volatile money market, scarcity of funds (liquidity crisis), entrance of new technology, increasedcompetition, political unrest, hartal (strike) and flood are the known events in our country. These mayaffect the business of the Company.

(6) Changes in Assets to Pay Off Liabilities:

No asset of the Company has been used to pay off any liabilities.


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(7) Loans Taken from Subsidiary or Associate Concern

The Company has no subsidiary or associate concern. Therefore taking loan from such concern does notarise.

(8) Future Contractual Liabilities

The Company does not enter into any such contractual arrangement other than the normal course of business under the Financial Institutions Act, 1993 and other regulatory obligation.

(9 ) Future capital expenditure

The Company does have plan to expand its business further and capital expenditure will be planned asand when required.

(10) VAT, Income Tax, or other Tax Liability

(i) VAT : Except income from fees, commission and charges, all others income of the companyis exempted of VAT. There is no liability in this respect as on 31 December 2005

(ii) Income Tax: Assessments up to the Year 2004-2005 of the Company were completed andsettled. Return for the Assessment Year 2005-2006 has been submitted to the tax authorityand is yet to be finalized.

(11) Operating Lease During Last Five Years

Particulars of Leased Premises Area sft. Periodof Lease

Rentper sft(Tk.)

MonthlyAmount

AdvanceOutstanding

Head office, BRAC Center 8 th Floor,75 Mohakhali, Dhaka 5,855 02 years 50 292,750 Adjusted

Store/File OfficeBangladesh Insurance Academy,Mohakhali, Dhaka

482.5 02 years 28.46 13,732 56,464

IPDC has moved to its own building in September, 2005 at Hosna Center(4 th floor), 106 Gulshan

Avenue Dhaka 1212 from its earlier rented office at the mentioned BRAC Center. As such, no

operation takes place any more at BRAC Center.

Office at Bangladesh Insurance Academy is still being kept for official purpose of the Company.

(12) Finance Lease Commitments

There were two such lease agreements with IDLC of Bangladesh Limited. The two lease agreementswere entered into for an amount of Tk. 7,932,225 and Tk. 4,890,000 on 25.02.1998 and 27.12.1998respectively. However, the aforesaid lease arrangements were expired during the year 2005.

(13) Personnel Related Scheme

The Company undertakes various training schemes at home and abroad for human resourcedevelopment. It also has a well-designed compensation packages for attracting highly capableprofessional with high degree of integrity. This includes salary and allowances, bonus, leaveencashment, gratuity, provident fund, group life and health insurance scheme, etc. Apart from thefinancial benefits, IPDC management pursues a policy for employee training both on and off the job inhome and abroad to increase skills and to build capacity of its human resources.


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(14) Break Down of Expenses for Issue Manager and Underwriters

Following is the amount to be paid to the Issue Manager and Underwriters for the purpose of IPO of theCompany:

Issue Management Fee of Tk. 1,390,000.00 Underwriting commission of Tk. 695,000.00 being 0.50% on the amount of Tk. 139,000,000.00

(50% of the IPO amount). Additional take up commission @ 0.50% (maximum) will be paid onunsubscribed amount in case of under subscription.

IPO Expenses:Detail of estimated Public Issue expenses are shown below:

Particulars Amount inTk.Manager to the Issue feeSecurities & Exchange Commission Application feesSecurities & Exchange Commission Consent feesUnderwriting Commission (0.50% of Tk. 139.00 million)Banker to the Issue (0.10% on total subscription amount)Listing fee to DSE & CSE (0.25% on Tk.100.00 million & .15% for the rest amount +Tk.90,000 + Tk.5,000)Printing of Prospectus & application forms (Estimated or at actual)Advertisement of abridged version of prospectus and notices etc (Estimated )Arrangement of LotteryCDBL related expensesCredit RatingPost Issue Expenses (Estimated)

1,390,000.0010,000.00

417,000.00695,000.00

1,112,000.002,653,000.00

145,000.00300,000.00355,000.00637,250.00300,000.00722,800.00

Total 8,737,050.00

(15) Revaluation of Companys Assets & Summary Thereof

The management of IPDC has recently revalued its registered office premise at 106, Gulshan Avenue,Hosna Centre (4 th Floor), Dhaka-1212. The Company has begun operation at the same place fromSeptember, 2005.

The location is a growing non residential area between 1.0 (one) k.m of Gulshan-1 and Gulshan-2Circle. Over the last three years, many first class non residential buildings have been constructed inwhich leading corporate bodies established their principal business at this area. As a result, significantchanges have been observed in respect of business importance and socio-economic development.These are the factors playing a catalyst role to push the price of land and building in this area with asignificant upward trend over the last few years. It is expected that it will continue to surge further inupcoming days. As such, IPDC management at its own capacity has done the revaluation for its officepremise to show the true reflection of the said assets under the prevailing market condition.

Summary of the Revaluation

Schedule of Entire Land District Dhaka; Sub-registry District-Dhaka; Police Station-Gulshan; Mouza-Bhola-Shamair; Plot No.2 of

Block No. CSE (A) of the Layout Plan of Gulshan model town prepared by the then DhakaImprovement Trust (DIT) currently the Rajdhani Unnayan Kartipakhya (RAJUK) , total area of land moreor less 1 Bigha 0 Katha 11 Chattak situated in Gulshan Model Town.

Schedule of the SuitSuite Nos. 401-412 on the fourth floor of the building measuring more or less 11,661 Sft includingcommon spaces: also 15 (fifteen) car parking space No(s) 16-19 and 35 on the upper level and 1-6,9-10and 36-37 on the lower level; all construction on the land.

Cost of the Suite includes, amongst other things, the proportionate cost of development of thebuilding site, internal roads, passages, pavements, stairs and staircase, lifts, stand-by generator,community facilities, drains, water supply and sewerage line, underground and rooftop water


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reservoirs, lifting pumps with electric motor, etc. as well as the cost of construction of the premisesaccording to the approved plan and Developers standard specification.

Value of Office Premise Prior to RevaluationTotal floor area of IPDC premise is 11,661 Sft (Eleven thousand six hundred sixty one) and 15 (fifteen)car parking in upper and lower basement.

The cost of indivisible and undemarcated proportionate land and cost of the SUITE come to a totalof BDT 44,813,500 (Taka Forty four million eight hundred thirteen thousand and five hundred) only. The price has been calculated as 11,661 sft @ BDT 3,856 per sft =BDT 41,813,500 and BDT3,000,000 for 15 car parking @ BDT 200,000 per parking.

Value of Office Premise after RevaluationAs per information gathered from different property developers working on Gulshan Avenue and itssurroundings, it has been found that market value of the property on 4th floor of the Company rangesbetween about BDT 6,000 to BDT 8,000 per sft and BDT 350,000 to BDT 500,000 per car parking spot.Besides, IPDC made cross verification with regard to the fair market value for other office spaces inGulshan Avenue such as Head Office of Asset Development, RM Center, Rupayan Center, Ocean BluesTower. From conservative approach, price of BDT 6,000 per sft for floor space and BDT 350,000 per carparking spot have been taken into consideration for such revaluation which yields total value of BDT

67,694,400 after deduction of 10% discount for forced sale value.

Comparison between Historical Value and Revised Value after Revaluation

(A) Historical Value of Office Premise

Particulars Unit Qty Rate ValueDiscount

for ForcedSale Value

Net Valueof OfficePremise

Floor space sft 11,661 3,586 41,813,500 Nil 41,813,500Car Parking Nos 15 200,000 3,000,000 Nil 3,000,000Total ( As of 31 December 2005) 44,813,500 44,813,500Depreciation Charged during theyear 2005

(746,892)

Written Down Value ( Beforerevaluation adjustment)

44,066,608

(B) Revised Value of Office Premise (After Revaluation)

Particulars Unit Qty Rate ValueDiscount forForced Sale

Value

Net Valueof OfficePremise

Floor space Sft 11,661 6,000 69,966,000 10% 62,969,400Car Parking Nos 15 350,000 5,250,000 10% 4,725,000Total 75,216,000 67,694,400

Revaluation Reserve (B-A) 23,627,792

Apart from the above revaluation done by IPDC, an independent revaluation has been conductedthrough Bureau of Research Testing and Consultation under the supervision of Department of CivilEngineering, Bangladesh University of Engineering and Technology (BUET), Dhaka. Their findings cameup with a value of BDT 74,909,850 which is higher than IPDCs own valuation worth BDT 67,694,400.However, the management of IPDC has considered BDT 67,694,400 as revised value of office premiseby taking conservative approach.

(16) Transaction between Holding Company and the Subsidiary

The Company has no subsidiary or associate concern. As such no transaction does arise.


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(17) Declaration for a non-banking financial institution

We hereby declare that all requirements in the Financial Institutions Act, 1993 (Act No. 27 of the 1993)under the Financial Institutions Regulation, 1994 as amended have been adhered to.

Sd/-

Md. Nurul Amin ChairmanSecretary-Ministry of Industries

(Nominated by BangladeshGovernment)

Sd/-

Syed MushtaqDirectorFormer Secretary- Government of The

Peoples Republic of Bangladesh(Nominated by Bangladesh Government)

Sd/-

Anwar PoonawalaDirector(Nominated by Aga Khan Fund


Sd/-Shabbir Hashmi

Director

Sd/-Sulaiman Ajanee





for Economic Development)Sd/-

Shabir KassamDirector

(Nominated by Aga Khan Fund forEconomic Development)

Sd/-Altaf Hussain



Sd/-Shah A Sarwar


(18) Special report from the auditors regarding any allotment of shares to Promoters or SponsorShareholders for any consideration otherwise than for cash

Based on the audited financial statements for the year ended 31 December 2005 and examination of the cash book and other books and records of Industrial Promotion and Development Company of Bangladesh Limited, we certify that the paid-up capital of Industrial Promotion and DevelopmentCompany of Bangladesh Limited as on 31 December 2005 is BDT 478,014,000.00 only divided into4,780,140 ordinary shares of BDT 100.00 each which is made up as follows:

Description Number of Shares

Amount (BDT)

Subscription as per the Memorandum & Articles of Association at the time of Incorporation 5 500

Ordinary Shares Issued on July 01, 1982 899,995 89,999,500

Bonus Shares Issued (1:4) on May 05, 1999 3,600,000 360,000,000Ordinary Shares Issued on September 30, 2004 280,140 28,014,000Total 4,780,140 478,014,000

We also certify that we have examined the cashbook and other books of accounts of the Company andfound them in order.

Sd/-S.F. Ahmed & Co.Chartered AccountantsDate: 25 April 25, 2006

(19) Declaration regarding suppression of Material Information

This is to declare that to the best of our knowledge and belief, no information, facts, circumstancesthat are disclosable have been suppressed that can change the terms and conditions under which theoffer has been made to the Public.

Sd/-Shah A Sarwar Managing Director & CEOIPDC of Bangladesh Ltd. April 25, 2006


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Retirement of Directors:

Name of Directors Qualification PositionDate of becoming

first DirectorExpiry of

current termMr. Md. Nurul Amin B.Sc. (Engg.) Chairman 07.04.2005 2009

Mr. Syed Mushtaq M.A. (DU) &Diploma (U.K.) Director 30.10.2000 2009

Mr. Anwar Poonawala MBA & M.S USA Director 11.03.1987 2007

Mr. Shabir Kassam CPA(Australia)FCCA (UK) Director 21.01.2004 2007

Mr. Sulaiman Ajanee Associate in IndustrialEngineering Director 21.01.2004 2007

Mr. Shabir Hashmi B.Sc. (Engg.) & MBA Director 07.01.1999 2008Mr. Altaf Hussain M. Com Director 23.01.2006 2008Mr. Kamaluddin A. Aziz B.Sc. & MBA Director 23.01.2006 2008

Involvement with Other Organizations

Sl.No.

Name and Address of Directors

Age Position atIPDC

Directorship/Sponsorship/Ownership with otherCompanies

01.

Mr. Md. Nurul AminMinistry of Industries91 Motijheel C/A, Dhaka-1000, Bangladesh

54 Chairman

(i) Chairman, BASIC Bank Limited(ii) Chairman, Karnaphuli Fertilizer

Company Limited (KAFCO)(iii) Director, British American Tobacco

Bangladesh (BATB) Limited

02.

Mr. Syed MushtaqMinsitry of ChittagongHill Tracts, BangladeshSecretariate.

61 Director (i) Director, Agrani Bank

03.

Mr. Anwar Poonawala

AKFED Secretariate, deSon Altesse 1 Aga KhanAiglemont, 60270Gouvieoux, France

60 Director

None

04.

Mr. Shabir KassamAKFED Secretariate, deSon Altesse 1 Aga KhanAiglemont, 60270Gouvieoux, France

49 Director

None

05.

Mr. Sulaiman AjaneeAKFED Secretariate, deSon Altesse 1 Aga KhanAiglemont, 60270Gouvieoux, France

42 Director

(i) Partner, Standard Finis Company(ii) Managing Director, World Com

Limited

06.

Mr. Shabir Hashmi90/1, Street 11, Off.Khayaban-e-Sahar, PhaseVI, Defence HousingAuthority, Karachi.Pakistan

49 Director

None

07.

Mr. Altaf HussainMall Square ApartmentsBlock # C, 1 st Floor, TP-11, Zamzama Boulevard,D.H.A Phase V, Karachi,Pakistan

62 Director

None

DIRECTORS ANDOFFICERS


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08.

Mr. Kamaluddin A. AzizAKFED Secretariate, deSon Altesse 1 Aga KhanAiglemont, 60270Gouvieoux, France

55 Director

(i) Managing Director, Bombay Sweets& Co. Ltd.

(ii) Managing Director, TricepackLimited

(iii) Managing Director, Kawan Food(BD.) Limited

(iv) Proprietor, Kuliarchar DairyComplex

Family Relationship between Directors/Officers:Ms. Farah Sharmeen, Executive Investments is the daughter of Mr. Md. Nurul Amin, Chairman of theCompany.

Family Relationship among the DirectorsThere is no family relationship among the Directors.

Officers Employed in other companyNo officer of IPDC is currently employed by another company.

Short BIO-DATA of the Directors

Mr. Md. Nurul AminChairman, Nominated Director-Government of BangladeshMr. Md. Nurul Amin, 54 years old, is currently serving as Secretary, Ministry of Industries of theGovernment of Bangladesh. After joining the Cadre Service in 1976, Mr. Amin served in Ministries of L.G.R.D, Fisheries and Livestock, and Communications in various capacities. Besides serving as theChairman of the Board of IPDC, he is also the Chairman of the Boards of BASIC Bank Limited andKarnaphuli Fertilizer Company Limited (KAFCO) and seats as a Director on the Board of BritishAmerican Tobacco Bangladesh Limited. Mr. Amin has a brilliant academic career securing distinctivepositions in all public and graduate level examinations. He is widely travelled and received advancedlevel of management and administration training abroad.

Mr. Syed MushtaqNominated Director, Government of BangladeshMr. Syed Mushtaq, 61 years old, is a former Secretary, Government of Bangladesh.Mr. Mushtaq workedin different Ministries like Finance, Commerce, Shipping, Civil Aviation, Environment and Forest andalso in the National Board of Revenue. Besides, he was the Member Director of Bangladesh Steel andEngineering Corporation (BSEC) and Acting Chairman of Bangladesh Water Development Board (BWDB).Mr. Mushtaq is serving as a director on the Board of Directors of IPDC since 2000, representingBangladesh Government.

Mr. Anwar PoonawalaNominated Director, AKFEDMr. Anwar Poonawala, 60 years old, is an MBA from Iowa, USA and an M.S. (Industrial Engineering),Iowa, USA. Mr. Poonawala has been working with AKFED since 1972. He is a member on the Board of Directors of IPDC since 1987.

Mr. Shabir KassamNominated Director, AKFEDMr. Shabir Kassam, 49 years old, is a CPA (Australia) and an FCCA (UK). He is currently providingbusiness advisory services to global corporations. Mr. Kassam has over 30 years experience inChartered Accounting and Banking. He is a member on the Board of Directors of IPDC since January21, 2004.


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Mr. Sulaiman AjaneeNominated Director, AKFEDMr. Sulaiman Ajanee, 42 years old, is an Associate in Industrial Engineering. Mr. Ajanee is Member,National Committee, Aga Khan Foundation and Aga Khan National Council for Bangladesh. He is amember on the Board of Directors of IPDC since January, 2004.

Mr. Kamaluddin A. AzizNominated Director, AKFEDMr. Kamaluddin A. Aziz, 55 years old, has over 30 years of experience in managing the largest foodindustry in Bangladesh- Bombay Sweets & Co. Ltd. He is the former president of Aga Khan Council(retired on December 13 th , 2005) and member of Aga Khan Foundation for the same period. He has 20years of experiences of successfully managing Dairy Industry- Kuliarchar Dairy Complex. He has alsoserved as the Tricepack Ltd. for 7 years and Kawan Food (BD) Ltd. for 3 years as pioneer ManagingDirector. He is a member on the Board of Directors of IPDC since January 2006.

Mr. Altaf HussainNominated Director, AKFEDMr. Altaf Hussain, 62 years old, is a Master of Commerce from Hailey College. He is a Gold Medalistfrom the same college as he topped in the Panjab University and set a new record in his B.Com (Hons.)

degree. He is a seasoned banker and served Habib Bank Limited, a leading international bank of Pakistan for about 39 years in various positions. Prior to his retirement, he was the Senior ExecutiveVice President of Habib Bank Limited. He is a director on the Board of Directors of IPDC since January2006.

Mr. Shabbir HashmiIndependent DirectorMr. Shabbir Hashmi, 49 years old, is a B.Sc. (Engg.) and an MBA, who has over 23 years of experience inDevelopment Economics, Project Finance and Private Equity. He is a director on the Board of Directorsof IPDC since 1999.

CIB Report

Neither the company nor any of its directors or shareholders who hold 5% or more shares inthe paid-up capital of the issuer is loan defaulter in terms of the CIB Report of theBangladesh Bank.


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Particulars of Top Executives/Officers:SLNO

NAME OFEMPLOYEE

EDUCATIONALQUALIFICATIONS

PRESENTPOSITION

AGE Date of joining

Last Job Experience

01. Mr. Shah AlamSarwar

MSS with Honorsin Economics &

MBA

ManagingDirector and CEO 47 yrs. 18-Dec-05

Senior Director & COOAmerican Express

02. Mr. Khan TariqulIslam FCA Finance Director 48 yrs. 16-Apr-01SVP ( Head of Finance &Accounts) Eastern Bank

Limited

03.Mr. M. AtiqurRahmanChowdhury

MBA and CFA DGM - RiskManagement 35 yrs. 1-Apr-01Financial

Analyst BeximcoPharmaceuticals Limited

04. Mr. MominulIslam BBAAGM- Head of

Operations 30 yrs. 2-Apr-06Manager Risk, Projects

& BCP StandardChartered Bank

05. Mr. Asif Mahmud B.Sc. Engineeringand MBASr. Manager -Investments 36 yrs. 25-Sep-05

Deputy General MangerBeximco Textiles

Limited

Top Executives of IPDC:

Mr. Shah A SarwarManaging Director &CEOMr. Shah A Sarwar (47), is the Managing Director and CEO of IPDC of Bangladesh Ltd. He has a careerspan 24 years with multinational banks. He worked extensively in Corporate Banking, Branch Banking,Audit and Operations Management. He is an internationally acclaimed business IT expert and managedmajor automation & process enhancement projects for building service delivery models for Grindlays,ANZ and American Express Banks. Started in 1982 as a management trainee in Grindlays Bank and thenworked in BCCI, ANZ Grindlays, Standard Chartered and American Express Bank. He held seniormanagement positions as Head of Credit in ANZ, Head of Special Assets Management in SCB and SeniorDirector & COO in American Express Bank prior to joining IPDC in December 2005.

Mr. Sarwar held overseas assignments in Australia, UAE and Pakistan and received extensive leadershipand skill development trainings in UK, Australia, Singapore, Hong Kong, UAE, India, Malaysia and SriLanka. He holds a Masters Degree in Economics with Honours from Dhaka University and a MBA degreefrom Victoria University of Australia.

Mr. Khan Tariqul Islam ( 48), is Director Finance, responsible for the finance, administration andaccounts. He is a Fellow of the Institute of Chartered Accounts of Bangladesh (ICAB). Mr. Islam was aSenior Vice President (in charge of Finance and Accounts Division) of Eastern Bank Ltd. Earlier he was aDeputy General Manager of Investment Corporation of Bangladesh (ICB). He has been working infinancial sector for the last 16 years. Mr. Islam joined IPDC in April 2001.

Mr. Md. Atiqur Rahman Chowdhury (35), Deputy General Manager, Risk Management is responsiblefor maintaining the credit quality of IPDC. He is an MBA from Institute of Business Administration (IBA)University of Dhaka. He is also a CFA Charter holder from CFA Institute, Charlottesville, VA, USA.Before joining IPDC he has been working with BEXIMCO group in the area of Project Management andCorporate Finance. He has got over 11 years of professional experiences in the area of corporatefinance and credit risk management.

Mr. Mominul Islam (30), is Assistant General Manager and Head of Operations and responsible foroperations, technology and general services of IPDC. He is a BBA from Institute of BusinessAdministration (IBA), University of Dhaka. Prior to joining IPDC, Mr. Islam worked in American ExpressBank and Standard Chartered Bank for over 7 years in various areas like reengineering, service quality,operational risk management, contingency planning, project management, branch banking etc. He is aSix Sigma Black Belt and possesses wide experience in process design and improvements both incountry and abroad.


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No Officer or Director of the company was involved in any of the following types of legal proceedingsin the past ten years:

(1) Any bankruptcy petition filed by or against any company of which any Officer or Director orNominee of the company filling the prospectus was a Director, Officer or general partner at the timeof the bankruptcy or within two years prior to that time;

2) Any conviction of an Officer, Director or Nominee in the criminal proceedings or any criminalproceedings pending against him;

3) Any order, judgment or decree of any Court of competent jurisdiction against Officer, Director orNominee permanently or temporarily enjoying, barring, suspending or otherwise limiting theinvolvement of any Officer or Director or Nominee in any type of business, securities or bankingactivities.4) Any order of the Securities and Exchange Commission or other regulatory authority or foreignfinancial regulatory authority suspending or otherwise limiting the involvement of any Officer orDirector or Nominee in any type of business securities or banking activities.

The company has not entered into any transaction during the last two years, or any proposedtransactions, between the company and any of the following persons, namely:-

a. Any director or executive officer of the issuer.

b. Any director or officer.

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

d. Any member of the immediate family (including spouse, parents, brothers, sisters, children, and

in-laws) of any of the above persons.

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

currently a director or in any way connected with a director of either the issuer company or any of

its subsidiaries/holding company or associate concerns, or who was a director or connected in any

way with a director at any time during the last three years prior to the issuance of the prospectus.

f. The Company did not take or give any loan from any Director or any person connected with any

Director nor did any Director or any person connected with any Director.

g. There were no facilities whether pecuniary or non-pecuniary enjoyed by the Directors.

INVOLVEMENT OF OFFICERS AND DIRECTORS IN CERTAIN LEGAL PROCEEDINGS

CERTAIN RELATIONSHIP AND RELATED TRANSACTIONS


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A. Remuneration paid to top Five Executives in the last accounting year

SL. Name Designation(Present)

2005 *Date of Joining

01. Shah A Sarwar Managing Director & CEO * 144,516 18-12-200502. Khan Tariqul Islam Director Finance 1,956,565 -03. Md. Atiqur Rahman Chowdhury DGM-Risk Management 1,559,797 -04. Md. Yeazdani Bhuiyan DGMFinance & Admin. 1,458,899 -05. Asif Mahmud Sr. Manager Investments * 219,500 25-09-2005

B. Aggregate Amount of Remuneration paid to Directors & Officers

SL. Name 2005

01. Directors fees & expenses 2,208,717

02. Pay & allowances for Officers and Staffs 36,443,666

C. No remuneration was paid to any director who was not director during the last fiscal year.

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

E. Besides normal increment, additional salary increment may be considered.

The Company has not granted any option to officers, directors and employees.

(a) The directors and subscribers of the Company have not received any benefits other than dividendand fees. The Company also has not received anything from its directors and subscribers except fundagainst allotment of Shares.

(b) The directors and subscribers have not transferred any asset to the Company but deposited sharemoney as required. The Company acquired assets by investing its own funds.

EXECUTIVECOMPENSATION

OPTION GRANTED TO OFFICERS DIRECTORS ANDEMPLOYEES

TRANSACTION WITH THEDIRECTORS ANDSUBSCRIBERS TO THEMEMORANDUM


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Particulars Amount (in BDT)As on December 31, 2005

Current Assets 4,959,972,175

Investments- net of provisions 6,739,647,625

Deferred Tax Assets 149,621,752

Fixed Assets (Written Down Value) 97,225,305

Total Tangible Assets (A) 11,946,466,857

Current Liability & Provisions 7,511,974,249

Loan Funds (unsecured) 3,237,526,821

Deferred Liabilities 73,324,066

Total Tangible Liabilities (B) 10,822,825,136Net Tangible Assets ( A-B) 1,123,641,721

Number of shares (C) 4,780,140

Net Tangible Asset Per Share [(A-B)/C] 235.06

The offer price of the said public issue is Taka 200/- per share (including a premium of Tk. 100 pershare) as against Net Tangible Asset baking per unit of share of Taka 235.06 .

As on December 31, 2005

Name of Sponsors Type of Share

No of Shares

Subscribed

AmountSubscribed

(BDT)% of Shareholding

The

prospectus ipdc

Documents