'Prospectus of bsrm steels limited Essay\r'

'Declarations and payable diligence certificates Declaration more or less the responsibility of the theatre directors including the chief executive officer of the Comp each in respect of the course catalog hold of the Directors to Serve Declaration about filing of course catalog with the Registrar of Joint armoury Companies & Firms receivable practical application Certificate of Manger to the get by c solelyable Diligence Certificate of the Underwriter(s) Risk factors & direction perceptions about the risks crown structure Use of initial offering proceeds commentary of commercial enterprise Back rationality of the project Important troth Nature of seam confidential in stageation products and services The Rolling Process\r\n commercialise for the BSRMS Products Relative contribution to income Associate subsidiary/ think place ships political party Distribution of products/services Sources and approachability of raw poppycocks and principal suppliers Co mpetitive condition of crease Sources of and requirement for power, gas and water or each opposite(a) utilities Customer providing 10% or more than revenues Contract with principal customers and suppliers Material patents, trademarks, license or royalty agreements Number of employees (as per audited reports) Capacity and current exercising of facility commentary of property fiscal terminal figure and Plan of Operation\r\nInternal and external sources of neckcloth (as per audited accounts) Material commitment for capital disbursal Causes for material changes Seasonal aspect of the bon ton’s business Known trends, events or uncertainties Change in the assets of the Comp either used to pay off every liabilities bring weighn from holding/parent familiarity or subsidiary party Loan given to holding/parent guild or subsidiary partnership emerging contractual liabilities Future capital expenditure VAT, income enforce, customs duty or some other(a) tax liabi lity Operating lease agreement pecuniary lease and other financial commitment soulnel related scheme\r\nRevaluation of assets Breakdown of progeny expenses Auditors certificate regarding either ap charactering of divvy ups to promoters or betray partake inholders for consideration other than in nones -5- scalawag No 7 7 10 11 11 11 11 12 12 13 15 15 15 15 15 15 16 16 17 17 17 17 17 18 18 18 18 19 19 19 19 20 20 20 20 20 20 21 21 21 21 21 21 21 21 21 21 22 22 Issuer Issue Managers ¦ ¦ ¦ whollyiance financial Services express BSRM Steels check south Asia heavy(p) extra level Transactions with subsidiary/holding confederation or associate companies Material learning which is likely to take hold an impact Directors and officers Information regarding directorship\r\nDirectors involvement in other organization Family relationship among directors and top five officers unequal bio-data of the directors Credit education Bureau (CIB) announce Description of senior executive and departmental heads Involvement of Directors and officers in certain legal proceedings Certain Relationships and link up Transactions Transaction with related parties Directors facilities Executive fee net profit paid to top five stipendiary officers Aggregate amount of remuneration paid to directors and officers (as audited accounts) Remuneration paid to Director who was non an officer\r\nFuture compensation to Director or officers Pay increment intention Options granted to Directors, officers and employees Transaction with the Directors and subscribers to the Memorandum actual assets per share Ownership of the Compevery’s securities man of partholders Share hold by Directors Shareholding structure 5% or more as on 30 April 2008 Securities owned by the officers Determination of offering bell Market for the securities being offered Declaration about tilt of shares with line r in allying Trading and settlement Description of Securities outstand ing or being offered Dividend, voting, pre-emption secures\r\n transmutation and liquidation rights Dividend policy Other rights of shareholders Debt securities Lock-in on presenters share Reinvestment trust of subscription m unitaryy Subscription by and recall to non-resident East Pakistani (NRB) Availability of securities oblation Application for subscription Allotment Underwriting of shares Principal terms and conditions of underwriting agreement Underwriter’s right to represent in the Board of Directors of the Company Auditors business relationship to the shareholders Audited pecuniary Statements Auditors survey under section 135(1), parity bit 24(1) of part II of enrolment III to Companies Act, 1994 symmetry Analysis\r\nAdditional disclosures as required by Securities and transposition missionary station Credit rating report of BSRMS Application forms -6- Page No 23 23 23 23 24 25 26 26 27 27 27 27 28 28 28 28 28 28 28 29 29 29 29 29 29 30 30 30 30 31 31 31 31 31 31 32 32 32 36 36 36 36 37 38 38 38 38 39 40 54 55 57 59 76 Issuer Issue Managers ¦ ¦ ¦ Alliance fiscal Services restrict BSRM Steels restrict South Asia Capital modified Disclosure in respect of return of protection in Demat Form As per proviso of the Depository Act, 1999 and regulations make in that respect under, shares result scarce be coped in dematerialized condition.\r\nAll tape transport/ infection/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) corpse and any moreover manner out of shares (right/bonus) will be coped in dematerialized form only. Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 Part A 1. The company shall go for Initial Public Offer ( initial public offering) for 20,00,000 ordinary shares of Taka 100 (taka one hundred) each at par worth Taka 20,00,00,000 (Taka twenty crore) only spare-time activity the Securities and Exchange care (Public Issue) Rules, 2006, the Depository Act, 1999 and regulations made at that place under.\r\n2. The cut version of the course catalogue, as approved by the boot, shall be print by the issuer in quaternion national daily newspapers (in cardinal Bangla and cardinal English), indoors 03 (three) working eld of issuance of this letter. The issuer shall post the good course catalog vetted by the Securities and Exchange outfit in the issuer’s website and shall alike put on the websites of the management, persuade exchanges, and the issue managers inwardly 03 (three) working old age from the determine of issuance of this letter which shall remain posted gutter the closure of the subscription hear.\r\nThe issuer shall submit to SEC, the argumentation exchanges and the issue managers a diskette containing the text of the vetted course catalog in â€Å"MS -Word” format. 3. Sufficient copies of prospectus shall be made for change by the issuer so that any person requesting a replica may recei ve one. A apprisal shall be placed on the front of the activity form distributed in connection with the offering, informing that interest persons are entitled to a prospectus, if they so desire, and that copies of prospectus may be obtained from the issuer and the issue managers.\r\nThe subscription natural cover version shall insinuate in bold type that no sales event of securities shall be made, nor shall any money be taken from any person, in connection with much(prenominal) sale until twenty five age later the prospectus has been secreteed. 4. The company shall submit 40 (forty) copies of the printed prospectus to the Securities and Exchange delegating for official record at heart 5 (Five) working days from the sequence of publishing of the abbreviate version of the prospectus in the newspaper. 5.\r\nThe issuer company and the issue managers shall suss out transmission of the prospectus, shorten version of the prospectus and relevant industry forms for NRBs by dint of e- direct, at the same time with government issue of the abridged version of the prospectus, to the Bangladesh Embassies and Missions abroad and shall overly promise sending of the printed copies of abridged version of the prospectus and masking forms to the said Embassies and Missions in spite of appearance five working days of the matter fitting by express mail service (EMS) of the postal department.\r\nA compliancy report shall be submitted in this respect to the SEC together with by the issuer and the issue managers within two working days from the date of said dispatch of the prospectus & the forms. 6. The paper clipping of the published abridged version of the prospectus, as mentioned at condition 2 higher up, shall be submitted to the Commission within 24 hours of the publication thitherof. 7.\r\nThe company shall maintain sepa mark savings bank account(s) for pile up proceeds of the Initial Public Offering and shall overly fan out FC account(s) t o deposit the application money of the Non-Resident East Pakistanis (NRBs) for initial offering draw a bead on, and shall incorporate affluent particulars of said FC account(s) in the prospectus. The company shall open the abovementioned accounts for initial public offering purpose; and close these accounts by and by refund of over-subscription.\r\nNon- Resident Bangladeshi (NRB) means Bangladeshi citizens staying abroad including all those who make water dual citizenship (provided they moderate a valid Bangladeshi passport) or those, whose conflicting passport bear a stamp from the pertain Bangladesh Embassy to the effect that no visa is required to blend to Bangladesh. 8. The issuer company shall dupe to all the stock exchanges in Bangladesh for tilting within 07(seven) working days from the date of issuance of this letter and shall simultaneously submit the vetted prospectus with all exhibits, as submitted to SEC, to the stock exchanges.\r\n9. The sideline resolving power shall be made by the company in the prospectus, namely: â€Å"Declaration about Listing of Shares with the Stock Exchange(s): None of the stock exchange(s), if for any reason, grants leaning within 75 days from the closure of subscription, any apportioning in terms of this prospectus shall be malarky and the company shall refund the subscription money within cardinal days from the date of refusal for listing by the stock exchanges, or from the date of final result of the said 75 (seventy five) days, as the fact may be.\r\nIn aspect of non -refund of the subscription money within the aforesaid(prenominal) fifteen days, the company directors, in addition to the issuer company, shall be collectively and separately 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. -7- Issuer Issue Managers ¦ ¦ ¦ Alliance Financial Services particular(a) BSRM Steels expressage S outh Asia Capital Limited\r\nThe issue managers, in addition to the issuer company, shall turn back due compliance of the above mentioned conditions and shall submit compliance report on that pointon to the Commission within seven days of expiry of the aforesaid fifteen days time bound allowed for refund of the subscription money. ” 10. The subscription list shall be opened and the sale of securities commenced later 25 (twenty five) days of the publication of the abridged version of the prospectus and shall remain open for 5 (Five) ensuant banking days. 11.\r\nA non-resident Bangladeshi shall apply either like a shot by en stoppage a irrelevant motive draft drawn on a bank payable at Dhaka, or through a nominee by paying out of international currency deposit account maintained in Bangladesh or in Taka, supported by foreign currency encashment certificate issued by the concerned bank, for the shelter of securities applied for through crossed bank go over marking â₠¬Å"Account Payee only”. The NRB appliers shall send applications to the issuer company within the closing date of the subscription so as to reach the kindred to the company by the closing date plus nine days.\r\nApplications received by the company later the above time plosive consonant will not be considered for allotment purpose. 12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound Sterling and Euro of Sonali Bank, which shall be mentioned in the course catalog, 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 managers shall ensure prompt collection/clearance of the foreign remittances of NRBs and other non-Bangladeshis, if applicable, for allotment of shares.\r\n14. Upon completion of the period of subscription for securities the issuer and the issue managers shall together with provide the Commission and th e stock exchanges with the preliminary experimental condition of the subscription within 05 (five) working days, in respect of the by-line matters, namely: (a) Total tour of securities for which subscription has been received; (b) fare received from the subscription; and (c) Amount of commission paid to the banker to the issue. 15.\r\nThe issuer and the issue managers shall jointly provide the Commission and the stock exchanges the list of valid and invalid applicants in 2 (two) CDs and net status of subscription to the Commission within 3 (three) weeks after(prenominal) the closure of the subscription on with bank statement (original), secernate-wise subscription statement. The list of valid and invalid applicants shall be finalized after interrogation with the CDBL in respect of BO accounts and particulars thereof. 16.\r\nThe IPO shall stand scratch and the application money shall be refunded immediately (but not later than 5 (Five) weeks from the date of the subscripti on closure) if any of the following events occur: (a) Upon closing of the subscription list it is found that the add number of valid applications (in character reference of under subscription including the number of the underwriter) is less than the minimal requirement as contract in the listing regulations of the stock exchange(s) concerned; or (b) At least 50% of the IPO is not tender. 17.\r\n10% of total public offering shall be reserved for non-resident Bangladeshi (NRB) and 10% for mutual specie and collective investment schemes registered with the Commission, and the remaining 80% shall be open for subscription by the cosmopolitan public. In case of under subscription under any of the 10% categories mentioned above, the unsubscribed portion shall be added to the general public menage and, if after such addition, there is over subscription in the general public category, the issuer and the issue managers shall jointly conduct an open draft of all the applicants added t ogether.\r\n18. All the applicants shall first be treated as applied for one minimum market lot of 50 shares worth Tk. 5000/-. If, on this basis, there is over subscription, then lottery shall be held amongst the applicants allocating one identification number for each application, irrespective of the application money. In case of over-subscription under any of the categories mentioned hereinabove, the issuer and the issue managers shall jointly conduct an open lottery of all the applications received under each\r\ncategory separately in presence of representatives from the issuer, the stock exchanges and the applicants, if there be any. 19. An applicant cannot submit more than two applications, one in his/her own name and other jointly with another person. In case an applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the Commiss ion. -8- Issuer Issue Managers ¦ ¦ ¦ Alliance Financial Services Limited BSRM Steels Limited\r\nSouth Asia Capital Limited 20. The primary shares allotted to an applicant through IPO may be forfeited by SEC, if the BO account of the said applicant is found close at the time of allotment of shares. All IPO applicants are required to keep their BO accounts operational savings bank allotment of IPO shares. 21. Lottery (if applicable) shall be held within 4 (four) weeks from closure of the subscription date. 22. The company shall issue share allotment letters to all successful applicants within 5 (five) weeks from the date of the subscription closing date.\r\nWithin the same time, Refund to the unsuccessful applicants shall be made in the currency in which the value of securities was paid for by the applicants without any interest through Account Payee hitch/ refund warrants with bank account number, bank’s name and Branch as indicated in the securities application f orms payable at Dhaka/ Chittagong/ Khulna/ Rajshahi/ Barisal/ Sylhet/ Bogra, as the case may be subject to condition 19 above. Refund money of the unsuccessful applicants shall be ascribe directly to their respective bank accounts with\r\nin 5 (five) weeks from the date of the subscription closing, who have mentioned in the IPO application forms, bank account numbers with the bankers to the issue and other banks as disclosed in the prospectus. A compliance report in this regard shall be submitted to the Commission within 6(six) weeks from the date of closure of subscription. 23. The company shall allow 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.\r\n24. In the event of under-subscription of the public offering, the unsubscribed portion of securities shall be taken up by the underwriter(s) (subject to para -16 above). The issuer must propose the underwriter to take up the underwritten shares within 10 (ten) days of the subscription closing date on full payment of the share money within 15(fifteen) days of the issuer’s notice. The underwriter shall not share any underwriting fee with the issue managers, other underwriters, issuer or the sponsor group. 25.\r\nAll 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 have subscribed to the shares of the company within immediately preceding two years of according consent, shall be subject to a lock -in period of one year from the date of issuance of prospectus or commercial operation, whichever comes later.\r\n26. each a Jumbo Share (one for each of the existing Sponsors/ Directors/ Shareholders) in respect of the shares already issued shall be issued c overing 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 as per the condition at para-25 above. 27.\r\nIn 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 registered with SEC during the lock-in period. The name and branch of the bank shall be furnished to the Commission jointly by the issuer and the issue managers, along with a fend foration thereof from the custodian bank, within one week of listing of the shares with the stock exchange(s). 28. In case of dematerialization of shares held\r\nby the existing Sponsors/ Directors/Shareholders, the likeness of dematerialization confirmation report generated by CDBL and attested by the managing director of the company along with lock-in confirmation sh all be submitted to SEC within one week of listing of the shares with the stock exchange(s). 29. The company shall apply to the stock exchanges for listing within 7(seven) working days of issuance of this letter and shall simultaneously submit to the Commission attested copies of the application filed with the stock exchanges.\r\n30. The company shall not declare any benefit other than cash dividend based on the financial statement for the period ended December 31, 2007. Part-B 1. The issue managers (i. e. , Alliance Financial Services Limited and South Asia Capital Limited) shall ensure that the abridged version of the prospectus and the full prospectus is published correctly and in strict residency without any error/ inadvertence, as vetted by the Securities and Exchange Commission. 2.\r\nThe issue managers shall carefully psychoanalyze and compare the published abridged version of prospectus on the date of publication with the copy vetted by SEC. If any variableness/ inconsist ency is found, both the issuer and the issue managers shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing copies thereof to SEC and the stock exchange(s) concerned, correcting the discrepancy/inconsistency as required under ‘ callable Diligence Certificates’ provided with SEC. -9- Issuer Issue Managers\r\n¦ ¦ ¦ Alliance Financial Services Limited BSRM Steels Limited South Asia Capital Limited 3. two the issuer company and the issue managers shall, immediately after publication of the prospectus and its abridged version, jointly inform the Commission in writing that the published prospectus and its abridged version are verbatim copies of the same as vetted by the Commission. 4. The fund collected through IPO shall not be utilized prior to listing with stock exchange and that utilization of the said fund shall be naturalized through banking channel, i.\r\ne. through account payee cheque, pay order or bank d rafts and so forth 5. The company shall furnish report to the Commission on utilization of IPO proceeds within 15 days of the closing of each quarter until such fund is fully utilized, as mentioned in the schedule contained in the prospectus, and in the event of any deadening or inconsistency, the Commission may employ or engage any person, at issuer’s cost, to examine whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus.\r\n6. All transactions, excluding petty cash expenses, shall be effected through the company’s bank account(s). 7. paying back of the IPO shall not be used for any purpose other than those specified in the prospectus. any(prenominal) deviation in this respect must have prior approval of the shareholders in the General collision under intimation to SEC and stock exchange(s). 8. The company shall remove the restrictive clauses regarding issuance & transfer of shares and grouping of shares from its Articles of Association.\r\nPart 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 and when considered necessary, which shall as well be binding upon the issuer company. Part D 1.\r\nAs per provision of the Depository Act, 1999 and regulations made there under, shares will only be issued in dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares (including right/bonus) will be made in dematerialized form only. An applicant (including NRB) shall not be able to apply for allotment of shares without beneficial owner account (BO account).\r\n2. The issue managers shall in any case ensure d ue compliance of all above. ecumenical INFORMATION Alliance Financial Services Limited (AFSL) and South Asia Capital Limited (SACL) have active the prospectus from information supplied by BSRM Steels Limited (the Issuer Company) and also after several discussions with the death chair, Managing Director, Directors and concerned executives of the company.\r\nBSRM Steels Limited, Alliance Financial Services Limited and South Asia Capital Limited collectively and individually, having made all reasonable inquiries, confirm that to the best of their knowledge and belief, the information contained herein is veritable and correct in all material aspects and that there are no other material facts, the omission of which, would make any statement herein misleading.\r\nNo person is authorized to give any information or to make any representation not contained in this Prospectus and if given or made, any such information and representation must not be relied upon as having been authorized by the company or Alliance Financial Services Limited and South Asia Capital Limited. The Issue as contemplated in this prospectus is made in Bangladesh and is subject to the single(a) jurisdiction of the Courts of Bangladesh.\r\nForwarding this prospectus to any person resident outside Bangladesh in no way implies that the issue is made in accordance with the laws of that earth or is subject to the jurisdiction of the laws of that country. A copy of this prospectus may be obtained from the Corporate division Office of BSRM Steels Limited, Alliance Financial Services Limited, South Asia Capital Limited, the Underwriters and the Stock Exchanges where the securities will be traded. †10 †Issuer Issue Managers ¦ ¦ ¦ Alliance Financial Services Limited BSRM Steels Limited South Asia Capital Limited Declarations and Due Diligence Certificates\r\nDeclaration about the Responsibility of the Directors, including the chief operating officer of the Company â€Å"BSRM Steel s Limited” in Respect of the Prospectus This prospectus has been prepared, seen and approved by us, and we, individually and collectively, repeat full responsibility for the authenticity and accuracy of the statements made, information given in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no other information or documents the omission of which make any information or statements therein misleading for which the Commission may take any civil, criminal or administrative action against any or all of us as it may deem fit. We also confirm that full and fair disclosure has been made in this prospectus to enable the investors to make a well-informed decision for investment. Sd/ Alihussain Akberali Chairman Sd/Zohair Taherali Director Sd/Aameir Alihussain Managi ng Director*\r\nSd/Tehseen Zohair Taherali Director Sd/Sabeen Aameir Director Consent of the Directors to Serve We herewith agree that we have been serving as Directors of â€Å"BSRM Steels Limited” and confirm to continue to act as Directors of the Company. Sd/ Alihussain Akberali Chairman Sd/Zohair Taherali Director Sd/Aameir Alihussain Managing Director* Sd/Tehseen Zohair Taherali Director Sd/Sabeen Aameir Director * Mr. Aameir Alihussain is also a shareholder Director of the company. Declaration about filing of Prospectus with the Registrar of Joint Stock Companies & Firms A dated and signed copy of the Prospectus has been filed for registration with the Registrar of J\r\n'