DELTA HOSPITAL LIMITED

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“Investment in capital market involves certain degree of risks. The investors are required to read the prospectus and risk factors carefully, assess their own financial conditions and risk taking ability before making their investment decisions.”

PUBLIC ISSUE OF [●] ORDINARY SHARES

ISSUE DATE OF PROSPECTUS: [●]

OFFER PRICE TK. [●] EACH INCLUDING A PREMIUM OF TK. [●], TOTAL SIZE OF FUND TO BE RAISED TK. 500,000,000

Opening Date of Subscription: [●] Closing Date of Subscription:[●]

RED-HERRING PROSPECTUS

OF

DELTA HOSPITAL LIMITED

MANAGER TO THE ISSUE

PRIME FINANCE CAPITAL MANAGEMENT LIMITED CREDIT RATING STATUS

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

Rating based on Audited Financial Statements up to 30 June 2019, operational information up to 30 June 2019, Bank loan Liability position as of 30 November 2019 and other relevant quantitative & qualitative information up to the date of rating declaration.

Date of rating 18 December 2019

The Entity Long Term Short Term

Rating A3 A3 ST-3

Validity The Entity rating & Long Term ratings are valid up to 30 December 2020 and the Short Term rating is valid up to limit expiry date of respective credit facilities or 30 December 2020 whichever is earlier.

Outlook Stable

2

2. (a) Preliminary information and declarations

(i) Name(s), address(s), telephone number(s), web address(s), e-mail(s), fax number(s) and contact persons of the issuer, issue manager(s), underwriter(s), auditors, credit rating company and valuer, where applicable;

Name of parties Contact person Telephone and fax

number

Issuer

Delta Hospital Limited

26/2, Principal Abul Kashem (Former Darussalam) Road,Mirpur-1, Dhaka-1216 E-mail: [email protected] Website: www.delta-hospital.com

Mr. Md. Bakbul Islam FCMA Chief Financial Officer

Tel: +88-02-9029151-52 +88-02- 8031378-79

Fax: +88-02-9011372

Manager to the Issue

Prime Finance Capital Management Limited PFI Tower (7th Floor), 56-57, Dilkusha C/A, Dhaka-1000 E-mail: [email protected] Website: www.primefincap.com

Mr. Mohammad Rajibul Islam

Head of Public Issue

Tel: +88-02-9584874

Fax : +88-02-9584922

Underwriters

BetaOne Investments Limited Medona Tower, Level-13, 28 Mohakhali C/A, Dhaka-1213 E-mail: [email protected] Website: www.betaone.com.bd

Mr. Mohammed Atiquzzaman

Managing Director

Tel: +88-02-9887337 Fax: +88-02-9880733

BMSL Investment Ltd. Shareef Mansion (4th Floor) 56-57 Motijheel C/A Dhaka-1000

E-mail: info@ bmslinvestment.com Website: www.bmslinvestment.com

Mr. Md. Riyad Matin Managing Director

Tel: +88-02-9577651 Fax: +88-02-47117218

CAPM Advisory Limited Tower Hamlet (9th Floor) 16, Kemal Ataturk Avenue Banani C/A, Dhaka-121 E-mail: [email protected] Website: www.capmadvisorybd.com

Ms. Tania Sharmin

Managing Director & CEO

Tel: +88-02-9822391-2 Fax: +88-02-9820990

Citizen Securities & Investment Ltd. Navana Tower (Level-19, Suit#19/A), 45 Gulshan Avenue, Gulshan Circle-1, Dhaka-1212 E-mail :[email protected] Website : www.citizensecurities.com

Mr. Farhad Uddin FCMA

Managing Director & CEO (CC) Tel: +88-02-8832626 Fax : +88-02-9570546

EBL Investments Limited

Jibon Bima Bhaban (Ground Floor) 10 Dilkusha C/A, Dhaka-1000 E-mail: [email protected] Website: www.eblinvestments.com

Mr. Tahid Ahmed Chowdhury FCCA Managing Director

Tel: +88-02-47111096 Fax: +88-02-47111218

mailto:[email protected]

3

GSP Investments Ltd. 1, Paribagh, Mymensingh Road, Dhaka-1000 E-mail: [email protected] Website: www.gsp-investments.com

Mr. Asif Rahim

Chief Executive Officer Tel: +88-02-9674306 Fax: +88-02-9674194

Green Delta Capital Limited

Green Delta AIMS Tower,51-52 Mohakhali C/A,

Dhaka-1212

E - mail: [email protected]

Website: www.greendeltacapital.com

Mr. Mohammad Shohel Rana

VP & Senior Relationship

Manager

Tel: +88-02-9851902 Fax:+88-09898227

ICB Capital Management Limited

Green City Edge (5th & 6th Floor), 89 Kakrail, Dhaka - 1000 E-mail: [email protected] Website: www.icml.com.bd

Mr. Md. Sohel Rahman Chief Executive Officer (Additional Charge)

Tel: +88-02-8300555 Fax: +88-02-8300396

Jamuna Bank Capital Management Ltd.

Hadi Mansion (3rd Floor), 2, Dilkuha C/A Dhaka-1000

E - mail: [email protected] Website: www.jamunabankbd.com

Mr. Md. Sahadat Hossain

First Assistnat Vice Presedent Tel: +88-02-9570912 Fax: +88-02-7113061

LankaBangla Investments Limited

Assurance Nazir Tower (Level-06),

65/B Kemal Ataturk Avenue,

Banani, Dhaka-1213

E-mail: [email protected] Website:www.lbilbd.com

Mr. Iftekhar Alam

Chief Executive Officer (C.C)

Tel: +88-02-55034853-5 Fax: +88-02-55034856

NBL Capital and Equity Management Ltd. Corporate Office, Printers Building (8th Floor), 5, Rajuk

Avenue, Dhaka-1000

E-mail: [email protected]

Website:www.nblceml.com

Ms. Kamrun Naher


PLFS Investments Limited

City Center (Level – 12), Unit – 11 – B,90/1 Motijheel,

Dhaka - 1000

E-mail : [email protected]

Website: www.plfsil.com

Mr. Md. Abdul Muktadir, CFA

Chief Executive Officer

Tel: +88-02-55110919

+88-02-55110920

Fax: N/A

Prime Finance Capital Management Limited PFI Tower ( 7th Floor), 56-57 Dilkusha C/A, Dhaka- 1000 E-mail: [email protected] Website: www.primefincap.com

Mr. Mohammad Rajibul Islam Head of Public Issue

Tel: +88-02-9584874

Fax : +88-02-9584922

http://www.primefincap.com/

4

Auditors

M/S. FAMES & R

Chartered Accountants

Sharaqa Mac, H-3/1 & 3/2 (Flat -2A)

Bijoynagar, Dhaka -1000.,

E-mail: [email protected];

Website: Nill

Mrs. Fouzia Haque,FCA

Engagement Partner

Phone: 01819207889, 01819496565. Fax: Nill

Credit Rating Company

Credit Rating Agency of Bangladesh Limited (CRAB) DH Tower, Level 15, 6 Panthapath, Dhaka - 1215 E-mail: [email protected] Website: www.crab.com.bd

Mr. Mir Arif Billah

Analyst & Mr. Atiqur Rahman Tushar Analyst

Tel: +88-02-55013678-79 Fax: +88-02-55013684

Valuer

G.K Adjusters Limited Chand Mansion (5th Floor), 66, Dilkusha C/A, Dhaka-1000 E-mail: [email protected] Website: www.gkalbd.com

Ms. Sathi Bilkis Yasmin Managing Director

Tel: +88-02-9551811 +88-02-9554389 Fax: +88-02-9554332

(ii) A person interested to get a prospectus may obtain from the issuer, and the issue manager(s);

(iii)“If you have any query about this document, you may consult the issuer, issue manager and underwriter”;


http://www.ahmed-zaker.com/


http://www.gkalbd.com/

5

(iv)“CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE MANAGER‟S CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY (IF ANY)."

Risks in relation to the First Issue

(v)"This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the securities is Tk. 10.00 (ten) and the issue price is Tk……., i.e. „X-times‟ of the face value. The issue price has been determined and justified by the issuer and the issue manager/bidding by the eligible investors as stated under the paragraph on “Justification of Issue Price” should not be taken to be indicative of the market price of the securities after listing. No assurance can be given regarding an active or sustained trading of the securities or the price after listing."

General Risk

(vi)"Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offer. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of „risk factors‟ given on page number(s) 334-348

Issuer‟s Absolute Responsibility‟

(vii)"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this redherring prospectus contains all material information with regard to the issuer and the issue, that the information contained in the red-herring prospectus are true, fair and correct in all material aspects and are not misleading in any respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect."

6

(b) Availability of red-herring prospectus:

(i)Names, addresses, telephone numbers, fax numbers, website addresses and e-mail addresses and names of contact persons of the institutions where the prospectus and abridged version of prospectus are available in hard and soft forms;

The red-herring prospectus of Delta Hospital Limited are available in hard and soft forms at the following addresses:

Name of parties Contact person Telephone and fax

number

Issuer

DeltaHospital Limited 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216 Email: [email protected] Website: www.delta-hospital.com

Mr. Md. Bakbul Islam FCMA Chief Financial Officer

Tel: +88-02-9029151-52 +88-02- 8031378-79 Fax: +88-02-9011372

Managertothe Issue

Prime Finance Capital Management Limited PFI Tower (7th Floor), 56-57 Dilkusha C/A, Dhaka-1000 E-mail: [email protected] Website: www.primefincap.com

Mr. Mohammad Rajibul Islam Head of Public Issue

Tel: +88-02-9584874

Fax : +88-02-9584922

Registrar to the Issue


Green City Edge (5th & 6th Floor) 89 Kakrail, Dhaka-1000 Email: [email protected] Website: www.icml.com.bd

Mr. Md. Sohel Rahman Chief Executive Officer(Additional Charge)

Tel: +88-02-8300555 Fax: +88-02-8300396

Hard copy and Soft Copy of the red-herring prospectus of Delta Hospital Limited is also available at the following addresses: [

Sl Particulars Contact Address

1 Bangladesh Securities and Exchnage

Commission (BSEC)

Securities Commission Bhaban E-6/C, Agargaon, Sher-e-Bangla Nagar Administrative Area

Dhaka-1207, Bangladesh.

Website: www.sec.gov.bd

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

Website : www.dsebd.org

3 Chittagong Stock Exchange Limited

(CSE)

CSE Building,

1080, Sk. Mujib Road Agrabad, Chittagong, Bangladesh

Website: www.cse.com.bd

http://www.delta-hospital.com/




http://www.icml.com.bd/

http://www.sec.gov.bd/

http://www.dsebd.org/

7

(ii) Names and dates of the newspapers where abridged version of prospectus was published.

Sl. Name of the newspaper Date of publication

1 [•] [•]

2 [•] [•] 3 [•] [•] 4 [•] [•]

(iii) Definitions and Acronyms or Elaborations:

Unless the context otherwise indicates, requires or implies, the following terms shall have the meaning set forth

below in this red-herring prospectus. Reference to statutes, rules, regulations, guidelines, and policies will be

deemed to include all amendments and modifications notified thereto.

General terms

Term Description

“Delta Hospital Limited”, “Delta Hospital”, “We” or “us” or “our Company” or “the Issuer‟

Unless the context otherwise requires, refers to Delta Hospital Limited, a Company duly incorporated under the Companies Act, 1994 vide a Certificate of Incorporation issued by the Registrar of Joint Stock Companies and Firms with its registered office in Dhaka, Bangladesh.

“you”, “your” or “yours” Prospective investors in this Issue.

Legal terms

Term Description

Auditors The statutory auditors of our Company, FAMES & R, Chartered Accountants

AOA / Articles / Articles of Association

Articles of Association of Delta Hospital Limited

Board of Directors / Board The Board of Directors of Delta Hospital Limited as duly constituted from time to time including any committees thereto

Companies Act Unless specified otherwise, this would imply to the provisions of the Companies Act, 1994

Depositories Act The Depositories Act, 1999, as amended from time to time

Director(s) Director(s) of Delta Hospital Limited, unless otherwise specified

Group Companies

Companies function as a single or very closely related economic entity through a common source of control having mostly common ownership and management including parent, subsidiaries, associate and sister concerns, as generally understood

MOA / Memorandum / Memorandum of Association

Memorandum of Association of Delta Hospital Limited

RJSC Registrar of Joint Stock Companies & Firms of Bangladesh

Issue related terms

Terms Description

A.

AGM Annual General Meeting

Allotment Unless the context otherwise requires, the allotment of Ordinary shares pursuant to the Issue to Allottees

Allotees Persons to whom ordinary sharesof Delta Hospital Limited will be allotted

8

B.

BSEC Bangladesh Securities and Exchange Commission

BAS Bangladesh Accounting Standards

BFRS Bangladesh Financial Reporting Standards

BDT/Tk. /Taka Bangladeshi Taka

BO Beneficiary Owner

C.

CDBL Central DepositoryBangladesh Limited

E.

EBITDA Earnings Before Interest, Tax, Depreciation and Amortization

EPS Earnings Per Share

EI Eligible Investor as defined by the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015

F.

Financial Year/ Fiscal/ FY Period of 12 months ended on 30 June of that particular year

FC Account Foreign Currency Account

G.

GBP Great Britain Pound

GoB Government of Bangladesh

I.

ICML ICB Capital Management Limited

IPO Initial Public Offer

N.

NBR National Board of Revenue

NRB Non-Resident Bangladeshi

NPAT Net Profit after Tax

P. PFCML Prime Finance Capital Management Limited

S.

Stock Exchange(s) Unless the context requires otherwise, refers to, the Dhaka Stock Exchange Limited (DSE) & Chittagong Stock Exchange Limited (CSE) where Ordinary shares of the Company will be listed

U. USD United States Dollar

V. VAT Value Added Tax

Technical / Medical/Industry related terms

Technical terms Descriptions

C.

CT Scan Computerized Tomography

To examine or map the body, or one or more organs or regions of it, by gathering information with a sensing device, such as a moving detector or a sweeping beam of radiation.

D.

D.O Diploma in Ophthalmology

E.

ER Estrogen Receptor

ECG Electrocardiogram

The record produced by electrocardiography; a tracing representing the heart's electrical action derived by amplification of the minutely small electrical impulses normally generated by the heart.

Echocardiogram A non-invasive ultrasound test that shows an image of thein side of the heart. An echocardiogram can be performed to identify any structural problems which cause a heart murmur.

9

F. FNAC Fine Needle Aspiration Cytology

H.

HER-2 Human Epidermal Factor Receptor-2

L.

LINAC Linear accelerator

M.

MRC Member of Royal College

P. PR Progestrone Receptor U.

Ultra sonogram

A procedure in which high-frequency sound waves that cannot be heard by human ears are bounced off internal organs and tissues.These sound waves produce a pattern of echoes that are then used by the computer to create sonograms or pictures of are as inside the body

X

X-ray

Roentgen Ray

A narrow beam of such photons. X-rays are used for their penetrating power in radiography, radiology, radiotherapy.

Medical terminology

Terms Descriptions

B. Bio-Chemistry The chemistry of living organisms and of their chemical constituents and vital processes.

Biopsy Removal and examination, usually microscopic, of tissue from the living body, often to determine whether a tumor is malignant or benign; biopsies are also done for diagnosis of disease processes such as infections or any other condition.

Blood transfusion The administration of whole blood or a component, such as packed red cells, to replace blood lost through trauma, surgery, or disease.

C. Chemotherapy Chemotherapy is treatment of cancer with anticancer drugs.

Cytology Thestudy of cells.

Chromosome In animal cells, a structure in the nucleus, containing a linear thread of deoxyribonucleic acid (DNA), which transmits genetic information and is associated with ribonucleic acid and histones.

E. Endoscopy Visual examination of interior structures of the body with an endoscope.

ENT Ears, Nose, and Throat

F.

Frozen section A specimen of tissue that has been taken during operation quick-frozen, cut by microtome, and stained immediately for rapid diagnosis while the patient is undergone operation.

G. Gynecology The medical specialty concerned with diseases of the female genital tract.

H.

Hematology The branch of medical science dealing with the blood and blood-forming tissues, including morphology, physiology, and pathology.

Histopathology Microscopic tissue study for diagnosis of disease both cancer and non-cancer

Hormone A chemical transmitter substance produced by cells of the body and transported by the blood stream to the cells and organs on which it has a specific regulatory effect.

I.

Immunology The branch of biomedical science encompassing the study of the structure and function of the immune system.

10

Intensive care Unit A hospital unit in which is concentrated special equipment and specially trained personnel for the care of seriously ill patients requiring immediate and continuous attention

M. Microbiology The study of microorganisms, including algae, bacteria, fungi, viruses, and protozoa.

N.

Nephrology The branch of medical science concerned with medical diseases of the kidneys& urinary tract.

O.

Orthopedics The branch of surgery dealing with the preservation and restoration of the function of the skeletal system, its articulations, and associated structures.

Obstetric Relating to the profession of obstetrics or the care of women during and after pregnancy.

Ophthalmology The medical specialty concerned with the eye, its diseases, and refractive errors.

P. Physiotherapy Treatment of pain,disease, or injury by physicalmeans

Pediatrics The branch of medicine dealing with the child, development and care of children, and the nature and treatment of diseases of children.

R.

Radiotherapy The treatment of disease, usually cancer, by ionizing radiation in order to deliver an optimal dose of either particulate or electromagnetic radiation to a particular area of the body with minimal damage to normal tissues.

S.

Skin / VD Skin /Venereal Disease.

Serology The study of the in vitro reactions of immune sera, e.g., precipitin, agglutination, and complement fixation reactions. Currently, the term is used to refer to the use of such reactions to measure serum antibody titers in infectious disease.

Surgical Pertaining to, or correctable by surgery.

T.

Tumor marker A biochemical substance indicative of presence of a tumor; ideally, it should be specific, sensitive, and proportional to tumor load.

V. Virology The study of viruses and of viral disease.

Source: http://medical-dictionary.thefreedictionary.com

11

(c) TABLE OF CONTENTS:

SL. NO. PARTICULARS PAGE

NUMBER CHAPTER (I) EXECUTIVE SUMMARY: 21-32

(a) About the industry; 22

(b) About the Issuer; 22-23

( c ) Financial Information; 23

(d ) Features of the issue and its objects; 24

(e ) Legal and other Information; 24-25

( f ) Promoters‟ background; 26-31

(g ) Capital structure and history of capital raising; 31

(h) Summary of Valuation Report of securities; 32

(i) Others. 32

CONDITIONS IMPOSED BY THE COMMISSION 33-36

Disclosure in respect of securities in demat form 34

Condition imposed by the Commission in the consent letter 34-36

CHAPTER (II) DECLARATION AND DUE DILIGENCE CERTIFICATES 37-53

Annexure- A Declaration about the responsibility of the directors, including the CEO of the issuer in respect of the red-herring prospectus

38

Annexure- B Due diligence certificate by issue manager 39-40

Annexure- C Due diligence certificate by the underwriters 41-53

CHAPTER (III) ABOUT THE ISSUER: 54

(a) Name of the issuer, dates of incorporation and commencement of its commercial operations, its logo, addresses of its registered office, other offices and plants, telephone number, fax number, contact person, website address and e-mail address;

55

(b) The names of the sponsors and directors of the issuer; 55 -56

(c ) The name, logo and address of the auditors and registrar to the issue, along with their telephone numbers, fax numbers, contact persons, website and e-mail addresses;

56

( d) The name(s) of the stock exchanges where the specified securities are proposed to be listed. 56

CHAPTER (IV) CORPORATE DIRECTORY OF THE ISSUER 57-58

Corporate directory of the Issuer 58

CHAPTER (V) DESCRIPTION OF THE ISSUER: 59

( a )

Summary: 60

( i ) The summary of the industry and business environment of the issuer. The summary shall not be one-sided or biased to highlight the issuer or the issue;

60-61

(ii) Summary of consolidated financial, operating and other information. 61

(b )

General Information: 61-63

( I ) Name and address, telephone and fax numbers of the registered office, corporate head office, other offices, factory, business premises and outlets of the issuer;

61

( ii) The board of directors of the issuer; 61

(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the chairman, managing director, whole time directors, etc. of the issuer;

62

(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, company secretary, legal advisor, auditors and compliance officer;

62 -63

( v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the issue manager(s), registrar to the issue etc.;

63

(vi)The following details of credit rating, where applicable: 63

( a ) The names of all the credit rating agencies from which credit rating has been obtained; 63

( b) The details of all the credit ratings obtained for the issue and the issuer; 64

(c) The rationale or description of the ratings(s) so obtained, as furnished by the credit rating agency(s); 64

(d) Observations and risk factors as stated in the credit rating report. 64

(vii)Following details of underwriting: 65-66

( a ) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of the underwriters and the amount underwritten by them;

65-66

( b) Declaration by the underwriters that they have sufficient resources as per the regulatory requirements to discharge their respective obligations;

67

(c) Major terms and conditions of the underwriting agreements. 67

12

(c )

Capital Structure: 67-80

(i) Authorized, issued, subscribed and paid up capital (number and class of securities, allotment dates, nominal price, issue price and form of consideration);

67-68

(ii) Size of the present issue, with break-up (number of securities, description, nominal value and issue amount);

68

(iii) Paid up capital before and after the present issue, after conversion of convertible instruments (if any) and share premium account (before and after the issue);

68

(iv) Category wise shareholding structure with percentage before and after the present issue and after conversion of convertible instruments (if any);

68 -69

(v)

Where shares have been issued for consideration in other than cash at any point of time, details in a separate table, indicating the date of issue, persons to whom those are issued, relationship with the issuer, issue price, consideration and valuation thereof, reasons for the issue and whether any benefits have been accrued to the issuer out of the issue;

69

(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme, details of such scheme and shares allotted;

69

(vii) Where the issuer has issued equity shares under one or more employee stock option schemes, date-wise details of equity shares issued under the schemes, including the price at which such equity shares were issued;

69

(viii) If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding two years, specific details of the names of the persons to whom such specified securities have been issued, relation with the issuer, reasons for such issue and the price thereof;

69

(ix) The decision or intention, negotiation and consideration of the issuer to alter the capital structure by way of issue of specified securities in any manner within a period of one year from the date of listing of the present issue;

69

(x )

The total shareholding of the sponsors and directors in a tabular form, clearly stating the names, nature of issue, date of allotment, number of shares, face value, issue price, consideration, date when the shares were made fully paid up, percentage of the total pre and post issue capital, the lock in period and the number and percentage of pledged shares, if any, held by each of them;

70-78

(xi)

The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified securities purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within six months immediate preceding the date of filing the red-herring prospectus or prospectus or information memorandum;

79

(xii)

The name and address of a person who owns, beneficially or of record, 5% or more of the securities of the issuer, indicating the amount of securities owned, whether they are owned beneficially or of record, and the percentage of the securities represented by such ownership including number of equity shares which they would be entitled to upon exercise of warrant, option or right to convert any convertible instrument;

79

(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and all other officers or employees as group, indicating the percentage of outstanding shares represented by the securities owned.

79

( d)

Description of Business: 80-182

( i ) The date on which the issuer company was incorporated and the date on which it commenced operations and the nature of the business which the company and its subsidiaries are engaged in or propose to engage in;

80

(ii) Location of the project; 80

(iii ) Plant, machinery, technology, process, etc. 80-100

( iv ) Details of the major events in the history of the issuer, including details of capacity or facility creation, launching of plant, products, marketing, change in ownership and/or key management personnel etc.;

101-103

(v ) Principal products or services of the issuer and markets for such products or services. Past trends and future prospects regarding exports (if applicable) and local market, demand and supply forecasts for the sector in which the product is included with source of data;

104 - 106

(vi ) If the issuer has more than one product or service, the relative contribution to sales and income of each product or service that accounts for more than 10% of the company‟s total revenues;

107

(vii) Description of associates, subsidiary and holding company of the issuer and core areas of business thereof;

108

(viii ) How the products or services are distributed with details of the distribution channel. Export possibilities and export obligations, if any;

108

(ix ) Competitive conditions in business with names, percentage and volume of market shares of major competitors;

108

(x ) Sources and availability of raw materials, names and addresses of the principal suppliers and contingency plan in case of any disruption;

108 -109

(xi ) Sources of, and requirement for, power, gas and water; or any other utilities and contingency plan 110

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in case of any disruption;

(xii) Names, address(s), telephone number, web address, e-mail and fax number of the customers who account for 10% or more of the company‟s products or services with amount and percentage thereof;

110

(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from whom the issuer purchases 10% or more of its raw material or finished goods with amount and percentage thereof;

110

(xiv)

Description of any contract which the issuer has with its principal suppliers or customers showing the total amount and quantity of transaction for which the contract is made and the duration of the contract. If there is not any of such contract, a declaration is to be disclosed duly signed by CEO or MD, CFO and Chairman on behalf of Board of Directors;

110-114

(xv) Description of licenses, registrations, NOC and permissions obtained by the issuer with issue, renewal and expiry dates;

114 - 115

(xvi) Description of any material patents, trademarks, licenses or royalty agreements; 115 - 118

(xvii) Number of total employees and number of full-time employees; 118

(xviii) A brief description of business strategy; 118 - 120

(xix)

A table containing the existing installed capacities for each product or service, capacity utilization for these products or services in the previous years, projected capacities for existing as well as proposed products or services and the assumptions for future capacity utilization for the next three years in respect of existing as well as proposed products or services. If the projected capacity utilization is higher than the actual average capacity utilization, rationale to achieve the projected levels.

120

(e)

Description of Property: contain the following information in respect of properties of the issuer namely:

120 - 182

(i) Location and area of the land, building, principal plants and other property of the company and the

121 - 126

condition thereof;

(ii) Whether the property is owned by the company or taken on lease; 127

(iii) Dates of purchase, last payment date of current rent (LvRbv)and mutation date of lands, deed value and other costs including details of land development cost, if any and current use thereof;

127 - 128

(iv) The names of the persons from whom the lands has been acquired or proposed to be acquired along with the cost of acquisition and relation, if any, of such persons to the issuer or any sponsor or director thereof;

129

(v) Details of whether the issuer has received all the approvals pertaining to use of the land, if required; 129

(vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge on the property, with name of the mortgagee;

129

(vii) If the property is taken on lease, the expiration dates of the lease with name of the lessor, principal terms and conditions of the lease agreements and details of payment;

129 -133

(viii) Dates of purchase of plant and machineries along with sellers name, address, years of sale, condition when purchased, country of origin, useful economic life at purchase and remaining economic life, purchase price and written down value;

134 - 161

(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of the suppliers, date of placement of order and the date or expected date of supply, etc.

162 -174

(x) In case the machineries are yet to be delivered, the date of quotations relied upon for the cost estimates given shall also be mentioned;

174

(xi) If plant is purchased in brand new condition then it should be mentioned; 174

(xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if any, including the age of the machineries, balance estimated useful life, etc. as per PSI certificates of the said machineries as submitted to the Commission;

174

(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to the Commission;

175 - 181

(xiv) If the issuer is entitled to any intellectual property right or intangible asset, full description of the property, whether the same are legally held by the issuer and whether all formalities in this regard have been complied with;

182

(xv) Full description of other properties of the issuer. 182

(f) Plan of Operation and Discussion of Financial Condition: 182

(i )

If the issuer has not started its commercial operation, the company‟s plan of operations for the period which would be required to start commercial operation which shall, among others, include:- a) Projected financial statements up to the year of commercial operation; b) Rationale behind the projection; c) Any expected significant changes in the issuer‟s policy or business strategies; d) Detail plan of capital investment with break-up; e) Summary of feasibility report, etc.

182

14

( ii)

If the issuer had been in operation, the issuer‟s revenue and results from operation, financial position and changes in financial position and cash flows for the last five years or from commercial operation, which is shorter, shall be furnished in tabular form which shall, among others, include the following information:

(a) Internal and external sources of cash; 183 -184

(b ) Any material commitments for capital expenditure and expected sources of funds for such expenditure;

184

( c) Causes for any material changes from period to period in revenues, cost of goods sold, other operating expenses and net income;

184

( d) Any seasonal aspects of the issuer‟s business; 185

( e) Any known trends, events or uncertainties that may have material effect on the issuer‟s future business;

185

( f) Any assets of the company used to pay off any liabilities; 185

( g) Any loan taken from or given to any related party or connected person of the issuer with details of the same;

185

(h) Any future contractual liabilities the issuer may enter into within next one year, and the impact, if any, on the financial fundamentals of the issuer;

185

( I ) The estimated amount, where applicable, of future capital expenditure; 185

(j) Any VAT, income tax, customs duty or other tax liability which is yet to be paid, including any contingent liabilities stating why the same was not paid prior to the issuance of the prospectus. Updated income tax status for the last 5 years or from commercial operation, which is shorter;

185-186

( k) Any financial commitment, including lease commitment, the company had entered into during the past five years or from commercial operation, which is shorter, giving details as to how the liquidation was or is to be effected;

187-190

( l ) Details of all personnel related schemes for which the company has to make provision for in future years;

190-191

( m) Break down of all expenses related to the public issue; 191-192

(n)

If the issuer has revalued any of its assets, the name, qualification and experiences of the valuer and the reason for the revaluation, showing the value of the assets prior to the revaluation separately for each asset revalued in a manner which shall facilitate comparison between the historical value and the amount after revaluation and giving a summary of the valuation report along with basis of pricing and certificates required under the revaluation guideline of the Commission;

192.-194

(o )

Where the issuer is a holding or subsidiary company, full disclosure about the transactions, including its nature and amount, between the issuer and its subsidiary or holding company, including transactions which had taken place within the last five years of the issuance of the prospectus or since the date of incorporation of the issuer, whichever is later, clearly indicating whether the issuer is a debtor or a creditor;

194

(p)

Financial Information of Group Companies and Companies under common ownership by more than 50%: following information for the last three years based on the audited financial statements, in respect of all the group companies of the issuer, wherever applicable, along with significant notes of auditors: 1) Date of Incorporation; 2) Nature of Business; 3) Equity Capital; 4) Reserves; 5) Sales; 6) Profit after tax; 7) Earnings per share and Diluted Earnings Per Share; 8) Net Asset Value; 9) The highest and lowest market price of shares during the preceding six months with disclosures for changes in capital structure during the period, if any securities of the group are listed with any exchange; 10) Information regarding significant adverse factors relating to the group; 11) Any of the group companies has become sick or is under winding up; 12) The related business transactions within the group and their significance on the financial performance of the issuer 13) Sales or purchase between group companies or subsidiaries or associate companies when such sales or purchases exceed in value in the aggregate ten per cent of the total sales or purchases of the issuer and also material items of income or expenditure arising out of such transactions;

195

( q ) Where the issuer is a banking company, insurance company, non-banking financial institution or 195

15

any other company which is regulated and licensed by another primary regulator, a declaration by the board of directors shall be included in the prospectus stating that all requirements of the relevant laws and regulatory requirements of its primary regulator have been adhered to by the issuer;

(r ) A report from the auditors regarding any allotment of shares to any person for any consideration otherwise than cash along with relationship of that person with the issuer and rationale of issue price of the shares;

196-213

(s ) Any material information, which is likely to have an impact on the offering or change the terms and conditions under which the offer has been made to the public;

213

(t ) Business strategies and future plans - Projected statements shall be required only for companies not started commercial operation yet and authenticated by Chairman, two Directors, Managing Director, CFO, and Company Secretary;

214-217

( u)

Discussion on the results of operations shall inter-alia contain the following:

(1) A summary of the past financial results after adjustments as given in the auditor‟s report containing significant items of income and expenditure; (2 ) A summary of major items of income and expenditure; ( 3) The income and sales on account of major products or services; ( 4 ) In case, other income constitutes more than 10% of the total income, the breakup of the same along with the nature of the income, i.e., recurring or non-recurring; (5) If a material part of the income is dependent upon a single customer or a few major customers, disclosure of this fact along with relevant data. Similarly if any foreign customer constitutes a significant portion of the issuer‟s business, disclosure of the fact along with its impact on the business considering exchange rate fluctuations; ( 6 ) In case the issuer has followed any unorthodox procedure for recording sales and revenues, its impact shall be analyzed and disclosed.

217-219

( v)

Comparison of recent financial year with the previous financial years on the major heads of the profit and loss statement, including an analysis of reasons for the changes in significant items of income and expenditure, inter-alia, containing the following: (1) Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc. (2 ) Significant economic changes that materially affect or are likely to affect income from continuing operations; ( 3) Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations; ( 4) Future changes in relationship between costs and revenues, in case of events such as future increase in labor or material costs or prices that will cause a material change are known; ( 5) The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices; ( 6) Total turnover of each major industry segment in which the issuer operated; ( 7) Status of any publicly announced new products or business segment; ( 8) The extent to which the business is seasonal.

219-222

222

222

222

(w ) Defaults or rescheduling of borrowings with financial institutions or banks, conversion of loans into equity along with reasons thereof, lock out, strikes and reasons for the same etc. during the history of operation of the company;

( x) Details regarding the changes in the activities of the issuer during the last five years which may had a material effect on the profits or loss, including discontinuance of lines of business, loss of agencies or markets and similar factors;

( y) Injunction or restraining order, if any, with possible implications;

16

( z) Technology, market, managerial competence and capacity built-up; 222-224

224

224

225-227

228

(aa) Changes in accounting policies in the last three years;

( bb)

Significant developments subsequent to the last financial year: A statement by the directors whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the red-herring prospectus or prospectus or information memorandum and which materially and adversely affect or is likely to affect the trading or profitability of the issuer, or the value of its assets, or its ability to pay its liabilities within the next twelve months;

( cc )

If any quarter of the financial year of the issuer ends after the period ended in the audited financial statements as disclosed in the prospectus or information memorandum, unaudited financial statements for each of the said quarters duly authenticated by the CEO and CFO of the issuer or information memorandum, unaudited financial statements or each of the said quarters duly authenticated by the CEO and CFO of the issuer;,

(dd) Factors that may affect the results of operations.

CHAPTER (VI)

MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULT N OF OPERATIONS:

229-236

(a) Overview of business and strategies; 230-233

(b) SWOT ANALYSIS; 233-234

( c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue or sales, other income, total income, cost of material, finance cost, depreciation and amortization expense, other expense; changes of inventories, net profit before & after tax, EPS etc.

234-235

(d) Known trends demands, commitments, events or uncertainties that are likely to have an effect on the company‟s business;

235

( e) Trends or expected fluctuations in liquidity; 236

(f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition. 236

CHAPTER (VII)

DIRECTORS AND OFFICERS: 237-256

(a)

Name, Father‟s name, age, residential address, educational qualification, experience and position of each of the directors of the company and any person nominated or represented to be a director, showing the period for which the nomination has been made and the name of the organization which has nominated him;

238-239

(b) The date on which he first became a director and the date on which his current term of office shall expire;

239

( c ) If any director has any type of interest in other businesses, names and types of business of such organizations. If any director is also a director of another company or owner or partner of any other concern, the names of such organizations;

239-240

( d) Statement of if any of the directors of the issuer are associated with the securities market in any manner. If any director of the Issuer company is also a director of any issuer of other listed securities during last three years then dividend payment history and market performance of that issuer;

240-241

(e ) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse‟s father, spouse‟s mother, spouse‟s brother, spouse‟s sister) among the directors and top five officers;

241

( f) A very brief description of other businesses of the directors; 242-243

( g) Short bio-data of each director; 243-245

( h) Loan status of the issuer, its directors and shareholders who hold 10% or more shares in the paid-up capital of the issuer in terms of the CIB Report of Bangladesh Bank;

246

( i)

Name with position, educational qualification, age, date of joining in the company, overall experience (in year), previous employment, salary paid for the financial year of the Chief Executive Officer, Managing Director, Chief Financial Officer, Company Secretary, Advisers, Consultants and all Departmental Heads. If the Chairman, any director or any shareholder received any monthly salary than this information should also be included;

246-248

( j)

Changes in the key management persons during the last three years. Any change otherwise than by way of retirement in the normal course in the senior key management personnel particularly in charge of production, planning, finance and marketing during the last three years prior to the date of filing the information memorandum. If the turnover of key management personnel is high compared to the industry, reasons should be discussed;

248

( k) A profile of the sponsors including their names, father‟s names, age, personal addresses, educational qualifications, and experiences in the business, positions or posts held in the past, directorship held, other ventures of each sponsor and present position;

249-253

( l) If the present directors are not the sponsors and control of the issuer was acquired within five years immediately preceding the date of filing prospectus details regarding the acquisition of control, date

254

17

of acquisition, terms of acquisition, consideration paid for such acquisition etc.

( m) If the sponsors or directors do not have experience in the proposed line of business, the fact explaining how the proposed activities would be carried out or managed;

254

( n) Interest of the key management persons; 254

( o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary; 255

( p ) Number of shares held and percentage of share holding (pre issue); 256

( q) Change in board of directors during last three years; 256

( r) Director‟s engagement with similar business. 256

CHAPTER (VIII)

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS: 257

(a) The prospectus shall contain a description of any transaction during the last five years, or any proposed transactions certified by the auditors, between the issuer and any of the following persons, giving the name of the persons involved in the transaction, their relationship with the issuer, the nature of their interest in the transaction and the amount of such interest, namely:- (i) Any director or sponsor or executive officer of the issuer; (ii) Any person holding 5% or more of the outstanding shares of the issuer; (iii) Any related party or connected person of any of the above persons.

258

(b) Any transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or significantly influenced by a person who is currently a director or in any way connected with a director of either the issuer company or any of its subsidiaries or 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;

259-262

( c) Any loans either taken or given from or to any director or any person connected with the director, clearly specifying details of such loan in the prospectus, and if any loan has been taken from any such person who did not have any stake in the issuer, its holding company or its associate concerns prior to such loan, rate of interest applicable, date of loan taken, date of maturity of loan, and present outstanding of such loan.

262

CHAPTER (IX)

EXECUTIVE COMPENSATION: 263-265

(a) The total amount of remuneration or salary or perquisites paid to the top five salaried officers of the issuer in the last accounting year and the name and designation of each such officer;

264

( b) Aggregate amount of remuneration paid to all directors and officers as a group during the last accounting year;

264

( c ) If any shareholder director received any monthly salary or perquisite or benefit it must be mentioned along with date of approval in AGM or EGM, terms thereof and payments made during the last accounting year;

264

( d) The board meeting attendance fees received by the director including the managing director along with date of approval in AGM or EGM;

265

( e) Any contract with any director or officer providing for the payment of future compensation; 265

( f) If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current year, appropriate information regarding thereto;

265

( g) Any other benefit or facility provided to the above persons during the last accounting year, 265

CHAPTER (X)

OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES:

266-267

(a) The following information in respect of any option held by each director, the salaried officers, and all other officers as a group, namely: -

1. The date on which the option was granted; 2. The exercise price of the option; 3. The number of shares or stock covered by the option; 4. The market price of the shares or stock on the date the option was granted; 5. The expiration date of the option; 6.Consideration against the option.

267

(b) If such options are held by any person other than the directors, and the officers of the issuer company, the following information shall be given in the prospectus, namely:- 1. The total number of shares or stock covered by all such outstanding options 2. The range of exercise prices; 3. The range of expiration dates 4. Justification and consideration of granting such option

267

CHAPTER (XI)

TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM: 268-274

(a) The names of the directors and subscribers to the memorandum, the nature and amount of anything of value received or to be received by the issuer from the above persons, or by the said persons, directly or indirectly, from the issuer during the last five years along with the description of assets, services or other consideration received or to be received;

269-274

(b) If any assets were acquired or to be acquired from the aforesaid persons, the amount paid for such assets and 274

18

the method used to determine the price shall be mentioned in the prospectus, and if the assets were acquired by the said persons within five years prior to transfer those to the issuer, the acquisition cost thereof paid by them.

CHAPTER (XII)

OWNERSHIP OF THE COMPANY‟S SECURITIES: 275-303

(a)The names, addresses, BO ID Number of all shareholders of the company before IPO, indicating the amount of securities owned and the percentage of the securities represented by such ownership, in tabular form;

276-287

(b)There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number, numbers of shares held including percentage, position held in other companies of all the directors before the public issue;

288-289

(c )The average cost of acquisition of equity shares by the directors certified by the auditors; 290-293

(d)A detail description of capital built up in respect of shareholding (name-wise) of the issuer‟s sponsors or directors. In this connection, a statement to be included:-

294-303

(e)Detail of shares issued by the company at a price lower than the issue price; 303

(f) History of significant (5% or more) changes in ownership of securities from inception. 303

CHAPTER (XIII)

CORPORATE GOVERNANCE: 304-319

(a)A disclosure to the effect that the issuer has complied with the requirements of Corporate Governance Guidelines of the Commission;

305

(b)A compliance report of Corporate Governance requirements certified by competent authority; 305-318

(c)Details relating to the issuer's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committees operate.

318-319

CHAPTER (XIV)

VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER:

320

The valuation report of securities to be offered shall be prepared and justified by the issue manager on the basis of the financial and all other information pertinent to the issue;

320-323

To prepare the valuation report, the issue manager may consider all qualitative and quantitative factors which shall be explained in details with rationale to consider such factors, the valuation methods used, sources of information and authenticity of such information;

While preparing the valuation report, the issue manager shall avoid exaggeration and biasness and shall exercise independence and due diligence;

The issue manager(s) shall, among others, consider the following methods for valuation of the securities:

1. net asset value at historical or current costs;

2. earning-based-value calculated on the basis of weighted average of net profit after tax for immediate preceding five years or such shorter period during which the issuer was in commercial operation;

3. projected earnings for the next three accounting year with rationales of the projection, if not in

commercial operation;

4. average market price per share of similar stocks for the last one year immediately prior to the offer for common stocks with reference and explanation of the similarities or in case of repeat public offering, market price per share of common stock of the issuer for the aforesaid period.

CHAPTER (XV) DEBT SECURITIES 324-325

CHAPTER (XVI) PARTIES INVOLVED AND THEIR RESPONSIBILITIES, AS APPLICABLE: 326-327

CHAPTER (XVII) MATERIAL CONTRACTS 328-331

CHAPTER (XVIII) OUTSTANDING LITIGATIONS, FINE OR PENALTY 332-333

CHAPTER (XIX) RISK FACTORS AND MANAGEMENT‟S PERCEPTIONS ABOUT THE RISKS: 334-348

(i) Internal risk factors may include among others

334-348

(ii) External risk factors may include among others

CHAPTER (XX) DESCRIPTION OF THE ISSUE: 349-361

(a) Issue Size;

349-361

(b) Number of securities to be issued;

(c ) Authorized capital and paid-up capital;

(d) Face value, premium and offer price per unit of securities;

(e) Number of securities to be entitled for each category of applicants;

(f) Holding structure of different classes of securities before and after the issue;

(g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital.

CHAPTER (XXI) USE OF PROCEEDS: 362-382

19

The use of the issue proceeds shall be disclosed in the prospectus in details: provided that not more than 1/3rd of the issue proceeds shall be used for repayment of loans or as working capital. The following disclosures shall be made in this regard:

362-382

(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up;

(b) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors‟ contribution and capital raised of the issuer at the time of submission of prospectus, in details with indication of use of such funds in the financial statements;

(c ) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form of investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief description of business and financials of such venture;

(d)

If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned. In this connection, copies of contract to meet the additional funds are required to be submitted to the Commission. The means and source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the proceeds of the issue along with utilization of such funds;

(e)

A schedule mentioning the stages of implementation and utilization of funds received through public offer in a tabular form, progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, the approximate date of completion of the project and the projected date of full commercial operation etc. The schedule shall be signed by the Chief Executive Officer or Managing Director, Chief Financial Officer and Chairman on behalf of Board of Directors of the issuer;

(f) If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall disclose the terms of such contracts, and copies of the contracts shall be enclosed as annexure to the prospectus;

(g)

If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of working capital requirement along with the relevant assumptions, reasons for raising additional working capital substantiating the same with relevant facts and figures and also the reasons for financing short with long term investments and an item wise break-up of last three years working capital and next two years projection;

(h) Where the issuer proposes to undertake one or more activities like diversification, modernization, expansion, etc., the total project cost activity-wise or project wise, as the case may be;

(i) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, if any, which have already been implemented;

(j) The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or project cost with sponsors, directors, key management personnel, associates and group companies;

(k) Summary of the project appraisal or feasibility report by the relevant professional people with cost of the project and means of finance, weaknesses and threats, if any, as given in the appraisal 0r feasibility report.

CHAPTER (XXII) LOCK-IN: 383-394

CHAPTER (XXIII) MARKETS FOR THE SECURITIES BEING OFFERED: 395-396

CHAPTER (XXIV) DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED: 397-399

All types of securities outstanding or being offered with date or proposed date of such issue and to whom those are offered, number of securities and issue or offer price along with the following information:

397-399 (a) Dividend, voting and preemption rights;

(b) Conversion and liquidation rights;

(c) Dividend policy;

(d) Other rights of the securities holders.

CHAPTER (XXV)

FINANCIAL STATEMENTS: 400-445

a) The latest financial statements prepared and audited by any of the Commission‟s panel auditors in adherence to the provisions of the Securities and Exchange Rules, 1987, the Companies Act, 1994, International financial Reporting and Auditing Standards as adopted in Bangladesh from time to time and any other law as applicable;

401-431

b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding company; 432

c) Selected ratios as specified in Annexure-D; 432-438

d) Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the †Kv¤úvwb AvBb, 1994. The report shall include comparative income statements and balance sheet and aforementioned ratios for immediate preceding five accounting years of the issuer. If the issuer has been in commercial operation for less than five years, the above mentioned inclusion and submission will have to be made for the period since commercial operation;

439-441

e) Financial spreadsheet analysis for the latest audited financial statements; 442-443

f) Earnings Per Share (EPS) on fully diluted basis (with the total existing number of shares) in addition to the weighted average number of shares basis. Future projected Net Income should not be considered while calculating the weighted average EPS;

444

g) All extra-ordinary income or non-recurring income coming from other than core operations should be shown separately while showing the Net Profit as well as the Earnings Per Share;

444

h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS; 445

20

i) Net asset value (with and without considering revaluation surplus or reserve) per unit of the securities being offered at the date of the latest audited statement of financial position.

445

j) The Commission may require the issuer to re-audit the audited financial statements, if any deficiency or anomaly is found in the financial statements. In such a case, cost of audit should be borne by the concerned issuer.

445

k) Following statements for the last five years or any shorter period of commercial operation certified by the auditors:-

446-452

(i) Statement of long term and short term borrowings including borrowing from related party or connected persons with rate of interest and interest paid or accrued;

446

(ii) Statement of principal terms of secured loans and assets on which charge have been created against those loans with names of lenders, purpose, sanctioned amount, rate of interest, primary security, collateral or other security, re-payment schedule and status;

447

(iii) Statement of unsecured loans with terms & conditions; 448

(iv) Statement of inventories showing amount of raw material, packing material, stock-in-process and finished goods, consumable items, store & spares parts, inventory of trading goods etc.;

448

(v) Statement of trade receivables showing receivable from related party and connected persons; 448

(vi) Statement of any loan given by the issuer including loans to related party or connected persons with rate of interest and interest realized or accrued;

449

(vii) Statement of other income showing interest income, dividend income, discount received, other non operating income;

449

(viii) Statement of turnover showing separately in cash and through banking channel; 449

(ix) Statement of related party transaction; 450

(x) Reconciliation of business income shown in tax return with net income shown in audited financial statements;

451

(xi ) Confirmation that all receipts and payments of the issuer above Tk. 5,00,000/-(five lac) were made through banking channel;

451

(xii) Confirmation that Bank Statements of the issuer are in conformity with its books of accounts; 452

(xiii) Statement of payment status of TAX, VAT and other taxes or duties; and 452

(xiv) Any other statement as may be required by the Commission. 452

CHAPTER (XXVI) CREDIT RATING REPORT, IF APPLICABLE 453-471

CHAPTER (XXVII) PUBLIC ISSUE APPLICATION PROCEDURE 472-476

CHAPTER (XXVIII)

OTHERS: ADDITIONAL DISCLOSURES 477-493

21

CHAPTER-I EXECUTIVE SUMMARY

22

(a) About the industry; Bangladesh has been making significant socio-economic developments in recent years. Yet, despite improving healthcare indicators such as decline in mortality rates and increase in average life expectancy, the health sector of the country is yet to reach its full potential. However, reform policies coupled with innovation and investment by the private sector may translate into rapid rise of this sector. To realize the dream of the highest achievable levels of health for every citizen of Bangladesh, the Sustainable Development Goals (SDGs) as a whole and particularly Goal 3 created a new opportunity for the Government as these provide a way forward to fulfilling the constitutional obligations of ensuring required healthcare and nutrition for the citizenry. The Ministry of Health and Family Welfare (MOHFW) of the Government of Bangladesh carefully designed the 4th sector-wide approach (SWAp), namely 4th Health, Population and Nutrition Sector Program (4th HPNSP) 2017-2022 to initiate its journey toward achieving the health-related SDGs. The SDGs have a high aspiration for inclusion and leaving no one behind. The program will have to find solutions to set the path towards materializing this high aspiration and, hence, it needs to address equity issues and financial coverage in the line of achieving universal health coverage (UHC) by 2030.

According to health bulletin of 2018 by Directorate General of Health Services (DGHS) under the Ministry of Health and Family Welfare of Government of the Peoples Republic of Bangladesh, the number of physician per 10,000 populations is 6.33 only and No. of beds in DGHS –run public hospitals per 10,000 population is 3.24.

Through various public health facilities, Bangladesh provides free medical services to people at the community level. The primary healthcare is provided through an extensive network of health facilities. Located at the ward level, the community clinics are the lowest-level static health facilities. These have upward referral linkages with health facilities located at the union and upazila levels.

The inadequacy of public health system paved the way of private hospital business in Bangladesh. Moreover, the public health sector is plagued by uneven demand and perceptions of poor quality which driving patients to private healthcare sector. Source: 1. Health Buletin 2018 by Ministry of the Health and Family Affairs of Governmnet of The Peoples Republic of Bangladesh (www.dghs.gov.bd)

(b) About the Issuer; Delta Hospital Limited is engages ingeneral medical treatment and in cancer diagnosis, treatment, and management in the private sector in Bangladesh. It is providing full range of radiation therapy, diagnostic facility, chemotherapy and surgerywith consultant, pathologist, surgeon, medical oncologist, radiation oncologist & other physicians. The diagnostic service is running by highly qualified internationally reputed pathologist having in the experience of more than 50 years and other qualified personnel with full range of diagnostic facility. The radiology department has also well qualified clinician and facility for digital x-ray, ultrasonography and CT scan. Using state-of-the-art equipment our specialists are able to provide the best possible radiation therapy at our centers. Our radiation oncologists participate actively in international meetings and conferences on radiation therapy and are experts in their areas of specialization to ensure that our patients get the best and most appropriate care, a team of cancer specialists using multidisciplinary approach manages all patients.

http://www.dghs.gov.bd/

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A short profile about the Company is presented below: Particulars Status

Name Delta Hospital Limited

Address The Company‟s registered Office and principal place of business is located at 26/2, Principal Abul Kashem Road (Former Darus Salam Road), Mirpur-1, Dhaka-1216

Date of incorporation (as a Public Limited Company) 4 June 1987

Date of Commencement of Business 4 June 1987

Commencement of commercial operations 4 June 1989

Change of name from Delta Medical Centre Limited to Delta Hospital Limited

24 April 2007

Authorized capital as on 30 June 2019 Tk. 1,000,000,000

Paid up capital as on 30 June 2019 Tk. 332,126,940

Change of face value of share from Tk. 100/- to Tk. 10/- 9 May 2011

Major services Medical services and treatment facilities specialized for the cancer patient and other general medical services which include

Pathology – with frozen section facility Cytology including FNAC &

immunohistochemistry Biochemistry Immunology Hematology Microbiology

Medicine

Surgery

Gynaecology & OBS.

Pediatrics

Orthopedics

Ophthalmology

ENT

Nephrology

Urology

Physiotherapy

Radiology & Imaging

Intensive Care Unit (ICU)

Palliative Care Unit (PCU)

(c) Financial information; Amount in Taka

Sl. Particulars 30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015*

1 Revenue 653,300,110 592,242,162 558,798,277 489,741,226 426,818,334

2 Gross profit 255,981,583 241,226,923 238,910,247 200,670,456 171,928,098

3 Net profit before tax 94,829,772 108,409,800 107,008,012 97,614,327 69,939,495

4 Net profit after tax 69,904,158 68,999,833 67,928,523 61,771,524 43,645,244

5 Total assets 2,912,500,651 2,588,834,962 2,346,807,839 2,138,909,896 1,796,801,008

6 Shareholders‟ equity 1,522,595,928 1,491,935,170 1,462,137,682 1,328,539,113 1,257,855,301

7 No. of shares 33,212,694 33,212,694 33,212,694 33,212,694 31,500,000

8 Face value 10 10 10 10 10

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9 NAV per share with valuation reserve

45.84

44.92 44.02 40.00 39.93

10 NAV per share without revaluation reserve

16.62 15.59 14.58 13.59 11.96

11 Earnings per share – Basic 2.10 2.08 2.05 1.88 1.39

12 Earnings per share – Re-stated

2.10 2.08 2.05 1.86 1.31

Source: As per audited financial statements from FY 2015 to FY 2019 * Restated due to consideration of deferred tax.

(d) Features of the issue and its objects;

Ordinary shares offered: Present issue of ordinary shares by our Company

[●]nos. ordinary shares of Tk. 10 each for cash at a price of Tk. [●] per share aggregating Tk. 500,000,000 including premium which is subject to approval of regulatory authority

Of which:

Issue reserved for the EI including mutual funds CISs [50% of total issue size}

[●] nos. ordinary shares of Tk. 10 each for cash at a price of Tk. [●] per share aggregating Tk. 250,000,000 including premium which is subject to approval of regulatory authority

Issue reserved for the Gereral Public (GP) inluding NRB [50% of total issue size]

[●]nos. ordinary shares of Tk. 10 each for cash at a price of Tk. [●] per share aggregating Tk. 250,000,000 including premium which is Subject to approval of regulatory authority

Ordinary shares outstanding prior to the issue 33,212,694 nos. ordinary shares

Ordinary shares outstanding after the issue [●] nos. ordinary shares

Total IPO proceeds subject to approval of regulatory authority

BDT 500,000,000 including premium

Objects of the issue

The net proceeds of IPO shall be utilized in the following manner:

Procurement of medical equipment for expansion project

Repayment of bank loan

In order to get the full details please see the CHAPTER-XXII as titled of“Use of proceeds”of this prospectus.

(e)Legal and other Information; Delta Hospital Limited formerly known as Delta Medical Centre Limited was incorporated with Registrar of Joint Stock Companies and Firms (RJSC) in Bangladesh on4 June 1987under the Companies Act, 1913 bearing registration no. C-16485(471)/87 as a Public Limited Company by shares. Subsequently, the Registrar of Joint Stock Companies & Firms has changed the name of the Company from Delta Medical Centre Limited to Delta Hospital Limited on 24 April 2007 under purview of the Companies Act 1994.

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The Company obtained all licenses including of which are:

Sl. Particulars License

issuer/issuing authority

Registration/ certificate/license no.

Issue date/ renewal date

Expiry dates

1 Trade license Dhaka North City Corporation

License No. 04-40707 15/07/2019 Valid up to 30 June 2020



2 License for Private Hospital Clinic

Government of the Peoples Republic of Bangladesh, Directorate General of Health Services, Mohakhali, Dhaka

License No HSM4310044

- Valid up to 30 June 2020

3 Private Diagnostic Center



- Valid up to 30 June 2020

4 Environmental clearance certificate

Directorate of Environment, Govt. of Bangladesh

License No: 19-25489

29/09/2019 Valid up to 2 September 2020

5 Fire license Fire Service and Civil defense Dhaka

License No: AD/Dhaka/29203/15

08/08/2019 Valid up to 30 June 2020

6 Import registration certificate

Chief Controller of Import & Export

License No. 260326120054819

18/11/2019 Valid up to 30 June 2020

7 Narcotic drug license

Director General Directorate of Narcotic Drug Control

License No. 81/2013-2014

11/7/2019 Valid up to 30 June 2020

8 Medicine drug license Drug Administration License No. DC-9123

12/12/2016 Valid up to 23 December 2020

9

License for import and Export of radiation generating equipment and radioactive materials

Bangladesh Atomic Energy Regulatory Authority

License No. 2732/2009 (R-10/2019)/2284

6/9/2009

Valid up to 30 June 2020

10 License for radio therapy and radio diagnostic equipment


License No. 190/2001(R-15/2019)/2266

31/07/2001 Valid up to 31 December 2019*

11 MOU for medical waste management

Dhaka City Corporation and PRISM Bangladesh Limited

- 1/01/2019 Valid up to 31 December 2010

*Note: Applied for renewal

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(f) Promoters‟ background;

The subscribers to the memorandum of the Company a as follows:

Sl. Name of the promoter Status

1 Dr. Syed Mukarram Ali

Subscriber to the memorandum

2 Late Mr. A.Q.M Nurul Absar

3 Mr. A.Z. Mohammed Hossain

4 Mr. M. Ashraf Rahim

5 Mr. Abdus Salam

6 Mr. Md. Anwarul Haque

7 Mr. Syed Md. Abdul Mannan

8 Mr. Mir Amjad Hussain

9 Late Mr. Faruk Ahmed Choudhury

10 Late Mr. Md. Golam Mostafa

11 Mr. Habibur Rahman

12 Late Al-Haj A.M. Idris Ali

13 Mr. Mahmud Hassan

14 Mr. Md. Mahbub Hossain

15 Mr. Md. Mozammel Huq

16 Dr. Nasiruddin Ahmed

17 Mr. Nasiruddin Ahmed Choudhury

18 Mr. Nazmul Huda Choudhury

19 Mr. Md. Nasirudin Choudhury

20 Mrs. Nazmin Showkat Ali

21 Mr. Rashid Ahmed

22 Dr. Muhamad Raushan Ali FBIM

23 Dr. Rashidul Hyder

24 Mr. Sarqum Ali

25 Dr. Shafiqul Huda Choudhory

26 Dr. Shafiullah

27 Late Mr. Shafat Ahmed Chaudhuri

28 Late Mr. Md. Syedul Islam

29 Mr. Khawja Shafiqur Rahman

30 Mr. Mohd. Shawkat Ali

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Promoters‟ background

Dr. Syed Mukarram Ali

Dr. Syed Mukarram Ali, founder Managing Director and Immediate past Chairman of Delta Hospital Limited was a professor of Pathology and did his M.B.B.S from University of Dhaka, M.Phil from University of Karachi, DCP from University of London. Completed FRCPath. from Royal College of Pathologists, London and DPath. from Royal College of Physicians & Surgeons, London. He is an honorary fellow of Bangladesh College of Physicians & Surgeons. Dr. Ali had worked in Bangladesh, UK, and Kuwait during his long and illustrious medical career. He is an active member of International Academy of Pathology (Brit. Division) & Association of Clinical Pathology (UK), and a former president of Bangladesh Society of Pathologists. He is life member of Bangladesh Cancer society, Bangladesh Medical Association (BMA) and pathology society of Bangladesh. He is presently the Chairman of Delta Medical College. He is a Sponsor Director & former Chairman of Delta Life Insurance Company Limited. He had been the director of Delta BRAC Housing Limited (DBH) since its inception and former Vice Chairman of Green Delta Insurance Company Limited. He is also the Chairman of board of trustee of Delta Medical College & Chairman of Globex Pharmaceuticals Limited. He was past President of Rotary Club of Dhanmondi, Dhaka, ex EC member of Bangladesh Association of Publicly Listed Company (BAPLC) and The Federation of Bangladesh Chambers of Commerce and Industry (FBCCI). Late Mr. A.Q.M. Nurul Absar Mr. A. Q. M. Nurul Absar was completed his B.Sc. Engr. (Civil) from Bangladesh University of Engineering and

Technology (BUET) in 1964 and started serving in Water and Power Development Authority (WAPDA) as

Engineer in designing and constructing Hydraulic Structures from 1964 to 1973. He then completed his M.Sc.

(Engr.) Hydraulic Structures from University of Delft, Netherland in 1974. He was a sponsor director and former

Chairman of Green Delta Insurance Company Limited and past director of Delta Life Insurance Company

Limited. He was also Director of Globex Pharmaceuticals Limited.

Mr. A.Z. Mohammed Hossain Mr. A.Z. Mohammed Hossain is a dynamic entrepreneur of the Country and had great contribution to formation of Delta Hospital Limited Mr. M. Ashraf Rahim

Mr. M. Ashraf Rahim is a professional financial accountant. He is a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited Mr. Abdus Salam

Mr. Abdus Salam is a computer specialist. He is a dynamic entrepreneur and had great contribution to formation of Delta Hospital Limited Mr. Md. Anwarul Haque Mr. Md. Anwarul Haque is a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Mr. Syed Muhammad Abdul Mannan

Mr. Syed Muhammad Abdul Mannan is a business person and a successful entrepreneur. His versatile and diversified business affiliation and keen perception in construction and real estate business has made him a leading businessperson in the trade. He has been engaged himself in the business for almost 22 years. His

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affiliation mainly consists of construction, real estate, export and import, trading and travel business. Mr. Mannan was elected as a Member of Parliament in the year 2008. Mr. Mannan is the Chairman of Piu De Fashionova Ltd., vice chairman of Premier Leasing & Finance Ltd., director of Delta Spinners Ltd., Premier Leasing Securities Ltd. and Mercantile Bank Securities Ltd., Managing Director of Techno-Foki (Bangladesh) Limited,F.M. Properties Ltd.and sponsor shareholder of Global Insurance Ltd. . Mr. Mir Amjad Hussain Mr. Mir Amjad Hussian did his B.Sc. Engr. (Civil) from Bangladesh University of Engineering and Technology

(BUET) in 1966. Mr. Hussain is a Fellow of Institute of Engineers Bangladesh and Member of Kuwait Society of

Engineers. Mr. Hussain had worked with the government of Bangladesh, Iraq, and Kuwait during his long and

distinguished Engineering career. He is fellow of Institute of Engineers‟ Bangladesh and ex-member of Kuwait

Society of Engineers. He is a director of Globex Pharmaceuticals Limited and Managing Director of Shalbon Agro

Private Limited.

Late Mr. Faruk Ahmed Choudhury

Mr. Faruk Ahmed Choudhury was born in Sylhet district in 1936 and went to London in 1957 after completion of HSC from M.C College, Sylhet. During his stay in London, he established two hotels namely i) Tajmahal and ii) Gangawhish both of which were very attractive to the Asian eater. In course of running business in UK, he got himself in good contract with some large companies of Europe such as i) Stone UK Ltd. ii) Alcad Ltd. & iii) ABB Scandia Ltd., rail coach builders in Demark. He came back in Bangladesh after the liberation war and took over the operation of Chittagong Electric Manufacturing Company. Afterwards, he attained large number of sponsor‟s share of Pubali Bank Ltd. and Green Delta Insurance Company Ltd. Late Mr. Md. Golam Mostafa Mr. Md. Golam Mostafawas an engineer by profession. He was a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Mr. Habibur Rahman Mr. Habibur Rahman is a business person by profession. He is a director of Pubali Bank Ltd. and currently holding the position of Chairman. He is also director of Pubali Bank Securities Limited and Globex Pharmaceuticals Limited. He is a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Late Al-Haj A.M. Idris Ali

Al-Haj A.M. Idris Ali wasa business person by profession. He is a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Mr. Mahmud Hassan

Mr. Mahmud Hassan completed his BSc. Engineering (Electrical) from BUET in 1978. He then started his career in WAPDA. Later on, he joined Kuwait Air Force. He was the former Director of Delta Life Insurance Company Ltd.

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Mr. Md. Mahbub Hossain

Mr. Md. Mahbub Hossain is a Civil Engineer by profession. He is a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Mr. Md. Mozammel Huq

Mr. Md. Mozammel Huq did his M.A. from Rajshahi University in 1969 and also A.C.C.I. from London in 1969. He was former Managing Director of Delta Life Insurance Co. Limited Dr. Nasiruddin Ahmed Dr. Nasiruddin Ahmed did his PhD from University of Manchester, UK in 1976. He is presently director of Globex Pharmaceuticals Limited. He is a Microbiologist in profession. Dr. Nasiruddin Ahmed worked in Bangladesh and Kuwait during his long and distinguished pharmaceuticals career. Mr. Nasiruddin Ahmed Choudhury

By virtue of an experience of more than half a century in the insurance sector, Mr. Nasiruddin Ahmad Choudhury has pioneered the insurance industry of Bangladesh. He completed his Bachelor‟s degree from Anando Mohon College, Mymensingh, and Master‟s degree in Islamic History from Dhaka University, Bangladesh. He is vastly experienced in the field of insurance and is widely respected in the insurance industry and business circles, both locally and globally. He was also an insurance adviser of Bangladesh Biman and Bangladesh Shipping Corporation for over 15 years. A former Chairman of the Bangladesh Insurance Association (2001-2004), Mr. Choudhury established Green Delta Insurance Company Limited with some friends in 1985 as a sponsor and founder Managing Director and CEO. Till date, he is discharging his responsibility as an advisor. Throughout his glorious career, Mr. Choudhury has been awarded by many renowned national and international organizations for his unparalleled contributions to the insurance industry of Bangladesh. Mr. Nazmul Huda Choudhury

Mr. Nazmul Huda Choudhury did his M.Sc (Operational Research) from University of Aston Birmingham, UK in 1978. He was former IT consultant worked in different positions in Kuwait, NBR VAT cell, Dhaka, national consultant, UNDP, EDP Manager, BRAC computer department, Joint Executive Vice President, Delta Life Computer Department. He is now CEO of Jantrik Technology Ltd. Mr. Md. Nasirudin Choudhury

Mr. Md. Nasirudin Choudhury completed his B.Sc Engr. (Civil) from BUET in the year of 1975. He is Fellow of Institute of Engineers (FIE) from Bangladesh University of Engineering and Technology (BUET). He is a Businessman and entrepreneur of Bangladesh. Keen perception in construction and real estate has made him a leading businessman in the trade. After obtaining B.Sc. Engg. (Civil) degree from Bangladesh University of Engineering & Technology he has been engaged in business for almost 38 years. He is the Managing Director of Technocon Limited which is a renowned construction company at home and abroad, Manar Associates Ltd., a trading organization, Vice-Chairman of Premier Leasing & Finance Ltd., Sponsor & Former Director of Delta Hospital Ltd., Share Holder & Former Chairman of Global Insurance Ltd., Sponsor & Director of Premier Leasing Securities Ltd., Mercantile Bank Securities Ltd. and Chairman of Securities Broking and Management Services Ltd., Partner of Techno-Con. To add new horizon to his business affiliation he has also engaged himself as Chairman of Holiday Travels Ltd. a firm that deals in travel and tourism business. He is fellow member of Institution of Engineers, Bangladesh.

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Mrs. Nazmin Showkat Ali

Mrs. Nazmin Showkat Ali comes from respectable Muslim family. She is a sponsor director of Delta Hospital Limited and contributed greatly during the formation of the Company. She is also founder Director of Globex Pharmaceuticals Ltd. and Human Resoures Development Company (Hurdco) Limited. Late Mr. Rashid Ahmed Mr. Rashid Ahmed wasa business person by profession. He was a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Dr. Muhamad Raushan Ali FBIM

Dr. Muhamad Raushan Ali is a former professor & Chairman of Department of Psychology, University of Dhaka. He completed PhD from University of London, UK. He had great contribution to formation of Delta Hospital Limited. Dr. Rashidul Hyder Dr. Rashidul Hyder did his M.B.B.S. from University of Dhaka, D.O. from Royal College of Surgeons & Physicians, UK & MRC OPHTH from Royal College of Ophthalmology. Mr. Sarqum Ali

Mr. Sarqum Ali is a business person by profession. He is a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Dr. Shafiqul Huda Chowdhury Dr. Shafiqul Huda Chowdhury did his M.B.B.S. from Dhaka Medical College in the year 1967. He also did his DVD from UK. Dr. Shafiulla Dr. Shafiullais an Adjunct Professor, American InterContinental University from 2002 to present.Before that he was a Professor, Department of Business Administration, Broward College and Adjunct Professor (Online), Department of Management, UCLA Extension, Los Angeles, California, October 1998-2000, Adjunct professor, School of Business, Barry University, Miami, FL 1989 - 1996 and Professor, Department of Business Administration, Fort Lauderdale College, Ft. Lauderdale, Florida from 1985 – 1988. He completed Doctorate in Business Administration (DBA), Nova Southeastern University, Ft. Lauderdale, Florida.Master of Business Administration, University of Central Oklahoma, Edmond, Oklahoma. Master‟s of Accounting, University of Dhaka, Bangladesh. He is a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Late Md. Shafat Ahmed Chaudhuri

Mr. Md. Shafat Ahmed Chaudhuri was founder Chairman of Delta Hospital Limited. He was an actuary and was

the founder Managing Director and actuary in the Delta Life Insurance Company Limited. He was also the

Chairman of Green Delta Insurance Company Limited, Delta Life Insurance Company Limited, and Delta

Medical Centre Limited. He had played the key role in setting up the above three Companies. He was the pioneer

in the insurance sector in Bangladesh. He worked in London in Eagle Star Company and Prudential Assurance

Company in actuarial departments. He also worked in as Actuary in Gulf Insurance Co. Ltd., Kuwait. He had

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contribution in writing of many articles in different newspapers and journals mostly concentration on the

insurance sector. He was the chief controller of insurance to reforms the insurance rules and regulations.

Late Md. Syedul Islam

Mr. Md. Syedul Islam was a banker by profession. He was a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Mr. Khawja Shafiqur Rahman

Mr. Khawja Shafiqur Rahman is a business person by profession. He is a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Mr. Mohd. Shawkat Ali Mr. Mohd. Shawkat Ali is a business person by profession. He is a dynamic entrepreneur of the country and is a sponsor Director of the Delta Hospital Limited. With his vision he had outstanding contributions to formation of the Company. He is also the founder Director of the Human Resources Development Company (Hurdco) Limited.

(g) Capital structure and history of capital raising; Authorized capital As per audited financial statements as on 30 June 2019, the Company has authorized capital of Tk. 1,000,000,000 comprises of 100,000,000 shares @ Tk. 10 per share. Paid-up capital As per audited financial statements as on 30 June 2019, the Company has Tk. 332,126,940 paid up capital which

comprises of 33,212,694 shares @ Tk. 10 per share. The details of capital structure are given below:

Already issued

Sl. Particulars Allotment date No. of share

Face value per share

Amount in Taka

1 In memorandum 1 June 1987 20,000 100 2,000,000

2 1stallotment was made in cash 1 June 1990 2,98,695 100 29,869,500

3 2ndallotment was made in cash 24 May 2007 3,18,695 100 31,869,500

4 3rdallotment was made through issuing bonus share

15 December2011 12,74,780 10* 12,747,800

5 4thallotment was made in cash 19 December2011 63,73,900 10 63,739,000

6 5thallotment was made in cash 1 March2012 1,59,77,420 10 159,774,200

7 6thallotment was made in through issuing bonus share

5 May 2014 15,00,000 10 15,000,000

8 7thallotment was made in through issuing rights share

17 September2015 1,712,694 10 17,126,940

Total issued & fully paid up capital as on 30 June 2019 332,126,940

*The face value of shares of the Company was converted from Tk. 100 to Tk. 10 on 9 May 2011

Now, the Company is planning to issue [●] ordinary sharesof Tk. [●] each totaling to Tk. 500,000,000 including premium through IPO under Book-Building method and Post-IPO paid up capital shall stand Tk. [●]consisting of [●] ordinary shares of Tk. 10 each subject to approval of regulatory authorities.

32

(h) Summary of Valuation Report of securities;

The summary of valuation of share price of Delta Hospital Limited is as follows:

Sl. Method used BDT

Method-1 Net Asset Value (NAV) per share with revaluation as on 30 June 2019 45.84

Net Asset Value (NAV) per share without revaluation as on 30 June 2019 16.62

Method-2 Earning–based value calculated on the basis of weighted average of net profit after tax for immediate preceding five year

23.82

Method-3 Average market price per share of similar stock for the last one year 68.36

(i) Others.

N/A

33

CONDITIONS IMPOSED BY THE COMMISSION:

34

Disclosure in respect of issuance of security in demat form

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

Condition imposed by the Commission in the consent letter (To be finalized after getting Consent Letter)

Conditions for price discovery for public issuance under Rule 4(2) of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 (a) Conducting road show and submission of application:

(i) The issuer/issue manager shall send invitation to the eligible investors, both in writing and through publication in at least 5 (five) widely circulated national dailies, giving at least 10 (ten) working days‟ time, to the road show indicating time and venue of such event. The invitation letter shall accompany a red-herring prospectus containing all relevant information covering the proposed size of the issue and at least 3 (three) years audited financial statements and valuation report, prepared by the issue manager without mentioning any indicative price, as per internationally accepted valuation methods. The red-herring prospectus shall be prepared without mentioning the issue price or number of securities to be offered;

(ii) Representatives from the exchanges shall present in the road show as observers;

(iii) Eligible investors shall submit their comments and observations, if any, to the issuer or issue manager

within 03(three) working days of the road show;

(iv) After completion of the road show, the red-herring prospectus shall be finalized on the basis of comments and observations of the EIs participated in the road show. The valuation report as finalized must be included in the red-herring prospectus including detail about the qualitative, quantitative factors and methods of valuation;

(v) The application along with the red-herring prospectus and required documents shall be simultaneously submitted to the Commission and the exchanges as per rule 4(1)(a).

(b) Consent for bidding to determine the cut-off price: After examination of the prospectus and relevant documents, the Commission, if satisfied, shall issue consent to commence bidding by the eligible investors for determination of the cut-off price. (c) Determination of the cut-off price:

(i) Eligible investors shall participate in the electronic bidding process and submit their intended quantity and price:

(ii) Provided that any connected person on related party of the issuer shall not be eligible to participate in

the bidding process;

(iii) No eligible investor shall quote for more than 2% (two percent) of the total amount offered to the eligible investors;

(iv) Eligible investors‟ bidding shall be opened for 72 (seventy two) hours round the clock;

35

(v) The bidding will be conducted through an uniform and integrated automated system of the

exchanges;

(vi) The value of bid at different prices will be displayed on the screen without identifying the bidders;

(vii) The bidders shall deposit at least 20% (twenty percent) of the bid amount in advance in the designated bank account maintained by the exchange conducting the bidding;

(viii) The bidders can revise their bids for once, within the bidding period, up to 20% variation of their first bid price;

(ix) After completion of the bidding period, the cut-off price will be determined at nearest integer of the lowest bid price at which the total securities offered to eligible investors would be exhausted;

(x) All the eligible investors participating in the bidding shall be offered to subscribe the securities at the cut-off price. It is mandatory for EIs bidding at or above the cutoff price to subscribe up to their intended quantity but optional for EIs bidding below the cut-off price;

(xi) The eligible investors shall be allotted securities on prorate basis within their category-wise quota at the cut-off price. The category-wise quota shall be determined on the basis of distributing the total securities reserved for other eligible investors equally to each of the category of eligible investors participating in the bidding, except mutual funds. Mutual funds shall be allotted securities reserved for them on pro-rata basis;

(xii) The securities shall be offered to general public for subscription at an issue price to be fixed at 10% discount (at nearest integer) from the cut-off price;

(xiii) The issuer and the issue manager shall prepare the draft prospectus including the status of bidding, cut-off price, list of eligible investors with number of securities subscribed for, price and number of securities for offering to the general public and submit with relevant documents, simultaneously to the Commission and the Exchanges within 5 (five) working days from the closing day of bidding.

(d) Subscription by the eligible investors:

(i) After examination of the draft prospectus and relevant documents, the Commission, if satisfied, shall issue consent for raising of capital from the general public and approve the prospectus;

(ii) The balance amount of subscription shall be paid by the eligible investors prior to the date of opening of

subscription to the general public.

(iii) Provided that in case of failure to deposit the remaining amount by the eligible investors, advance bid money deposited by them shall be forfeited by the Commission and the unsubscribed securities shall be taken up by the underwriters.

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Eligible Investor or EI

As per definition of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 as amended by notification 25 July 2019 and Gazzated as on September 03, 2019. “eligible investor or EI” means the following person who has business operation or investment in Bangladesh and registered with the electronic subscription system (ESS) of the exchange(s):-

(i) Merchant Bankers and Portfolio Managers; (ii) Asset Managers;

(iii) Mutual Funds and Collective Investment Scheme (CIS); (iv) Stock -Dealers; (v) Banks;

(vi) Financial Institutions; (vii) Insurance Companies;

(viii) Fund Managers; (ix) Alternative Investment Fund; (x) Foreign Investors having account with any Securities Custodian registered with the Commission;

(xi) Recognized Provident Funds, Approved Pension Funds and Approved Gratuity Funds; and (xii) Any other catagories as approved by the Commission.

Provided that EIs who have maintained minimum investment in listed securities before the intended subscription, as per the condition of the consent letter for public issue, shall be eligible for subscription : Provided further that the Commission may impose further condition for any of the above categories from time to time in the consent letter for public issue;”.

37

CHAPTER – II DECLARATION AND DUE DILIGENCE CERTIFICATES AS

PER ANNEXURE(S)-A, B AND C:

38

Annexure-A

Declaration about the responsibility of the directors, including the CEO of

the issuer in respect of the red-herring prospectus [Rule 4 (1)(d)]

This red-herring prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility for the authenticity, accuracy and adequacy of the statements made, information given in the prospectus, documents, financial statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that there are no other information or documents, the omission of which make any information or statements therein misleading for which the Commission may take any civil, criminal oradministrative actions against any or all of us as it may deem fit. We also confirm that full and fair disclosures have been made in this red-herring prospectusto enable the investors to make a well informed decision for investment.

Sd/- Abu Saleh Abdul Muiz

Chairman

Sd/- Dr. Syed Mukarram Ali

Director & Managing Director

Sd/- Mir Amjad Hussain

Director

Sd/- Habibur Rahman

Director

Sd/- Nazmin Showkat Ali

Director

Sd/- Mohd. Shawkat Ali

Director

Sd/- Nurul Huda

Director

Sd/- Mahmud Hassan

Director

Sd/- Kamran Idris Choudhury FCA

Independent Director

Sd/-

Md. Obiydur Rahman

Director

Sd/-

Dr. Shamim Jahangir Ahmed


Sd/- Mizanur Rahman Sarkar

Director

Sd/- Dr. Chowdhury Habibur

Rahman FRCS Independent Director

Date: 21 October 2019

39

Annexure-B

Due diligence certificate by issue manager [Rule 4 (1)(d)]

To

The Bangladesh Securities and Exchange Commission Sub: Public Issue of [•] Ordinary Shares of Tk. 500,000,000 by Delta Hospital Limited. Dear Sir,

We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows: (1) We have examined all the documents submitted with the application for the above mentioned public issue,

visited the premises of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in connection with the finalization of the red-herring prospectus pertaining to the said issue;

(2) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer.

WE CONFIRM THAT: (a) The red-herring prospectus filed with the Commission is in conformity with the documents, materials and

papers relevant to the issue; (b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc.

framed/issued by the Commission, other competent authorities in this behalf and the Government have been duly complied with;

(c) The disclosures made in red-herring prospectus are true, fair and adequate to enable the investors to make a well informed decision for investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;

(d) Besides ourselves, all the intermediaries named in the red-herring prospectus are registered with the Commission and that till date such registrations are valid;

(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;

(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the „main objects‟ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have been carried out till now are valid in terms of the object clause of its Memorandum of Association;

(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be kept in a separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the red-herring prospectus;

40

(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a well informed decision;

(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences etc. We also confirm that the due diligence related process, documents and approval memos shall be kept in record by us for the next 5 (five) years after the IPO for any further inspection by the Commission;

(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of compliance, page numbers of the red-herring prospectus where the rules has been complied with and our comments, if any;

(k) We also declare that we have managed the public issue of following issuers in the last 05 (five) years:

Serial No

Issue Month/

Year Issue Price

Dividend Payment History

2018 2017 2016 2015 2014

1 Western Marine Shipyard Limited

2014 Tk. 35.00 20% 3%

12% B 12%B 10%B

5.00, 10%B

2 No issue was approved 2015 N/A

3 Bangladesh National Insurance Company Limited

2016 Tk. 10.00 - 10% 10% - -

4 No issue was approved 2017 N/A

5 Silva Pharmaceuticals Limited 2018 Tk. 10.00 - - 5% - -

For Manager to the issue:

Sd/-

Place: Dhaka Date: 29 December 2019

Md. Rezaul Haque

Managing Director (CC) Prime Finance Capital Management Limited

41

Annexure-C

Due Diligence Certificate by the Underwriter [Rule 4 (1)(d)]

To - The Bangladesh Securities and Exchange Commission

Sub: Public offer of [•] ordinary shares issuning with premimum totaling Tk. 500,000,000 (Taka Fifty Crore) of Delta

Hospital Limited

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

1. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and

2. On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT: a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to

carry out the underwriting activities. Our present paid-up capital stands at Tk. 255,000,000 (Taka two hundred and fifty five million) only and we have the capacity to underwrite a total amount of Tk. 1,275,000,000 (Taka twelve hundred and seventy five million) only as per relevant legal requirements. We have committed to underwrite for up toTk. 4,000,000 (Taka Four Million) only for the upcoming issue.

b) At present, the following underwriting obligations are pending for us:

Sl. No. Name of The Company Amount Underwritten (in Taka)

1 South Asia Insurance Company Limited 30,000,000.

2 Lub- rref (Bangladesh) Limited

30,000,000

3 AB Bank Limited (Rights Issue)

45,000,000

4 Mohammad Elias Brothers POY Manufacturing Plant Limited

3,500,000

5 Ratanpur Steel Re-Rolling Mills Limited (Rights Issue)

10,500,000

6 Western Marine Shipyard Limited (Rights Issue)

150,000,000

Total 334,400,000

c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus

forwarded to the Commission has been approved by us; d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15

(fifteen) days of calling up thereof by the issuer; and e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter: Sd/- Mohammed Atiquzzaman Managing Director BetaOne Investments Limited Date: October 14, 2019

42

Annexure-C

Due Diligence Certificate by the Underwriter [Rule 4 (1) (d)]

To- The Bangladesh Securities and Exchange Commission Sub: Public Offer of [•] Ordinary shares issuning with premimum totaling Tk. 50 crore of Delta Hospital Limited. Dear Sir, We, the under-noted Underwriter (s) to the above-mentioned forthcoming Issue, state individually and collectively as follows:

1. We, while underwriting the above mentioned Issue on a firm commitment basis, have examined the draft Prospectus, other documents and materials as relevant to our underwriting decision; and

2. On the basis of such examination and the discussions with the Issuer Company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the Issue and the contents of the documents and other materials furnished by the Issuer Company.

WE CONFIRM THAT:

a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 42,00,00,000 (Forty Two Crore Only) and we have the capacity to underwrite a total amount of Tk. 210,00,00,000 (Two Hundred Ten Crore Only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 40,00,000.00 (Forty Lac Only) for the upcoming issue.

b) At present, the following underwriting obligations are pending for us:

Sl Name of Company Amount Underwritten

(Tk.)

Ashuganj Power Station Company Limited (Bond) 5,000,000

Lub rref (Bangladesh) Limited 30,000,000

Al –Faruque Bags Ltd 35,000,000

Bonito Accessories Industries Ltd. 35,000,000

Oryza Agro Industries Limited 21,875,000

Anik Tirms Ltd. 35,000,000

AB Bank Ltd. 50,000,000

Ratanpur Steel Re- Rolling Mills Limited 28,500,000

Western Marine Shipyard Limited 70,000,000

11 Dragon Sweater and Spinning Ltd. 200,000,000

Total 510,375,000

c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;

d) We shall subscribe and take up the un-subscribed securities against the above- mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and

e) This underwriting commitment is unequivocal and irrevocable.

For Underwriter: Sd/- Md. Riyad Matin Managing Director BMSL Investment Limited Date: October 13, 2019

43

Annexure-C


To The Bangladesh Securities and Exchange Commission Sub: Public Offer of [∙] Ordinary issuning with premimum totaling Tk. 50 crore by Delta Hospital Limited

Dear Sir,

We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: (1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft

prospectus, other documents and materials as relevant to our underwriting decision; and (2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and

other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk.100,000,000.00 (Taka Ten Crore) and we have the capacity to underwrite a total amount of Tk.500,000,000.00 (Taka Fifty Crore) as per relevant legal requirements. We have committed to underwrite for up to Tk. 4,000,000.00 (Taka Forty lac) for the upcoming issue.

(b) At present, the following underwriting obligations are pending for us:

Sl. No. Name of The Company Amount Underwritten (in Tk.)

1. Golden Harvest Agro Industries Limited 50,000,000

2. AFC Health Limited 20,000,000

3. Anik Trims Limited 35,000,000

4. Ratanpur Steel Re- Rolling Mills Limited 28,500,000

5. Dragon Sweater and Spinning Limited 30,000,000

6. Bonito Accessories Limited 35,000,000

Total 186,000,000

(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;

(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and

(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/- Tania Sharmin Managing Director & CEO CAPM Advisory Limited Date: October 12, 2019

44

Annexure-C


To

The Bangladesh Securities and Exchange Commission

Sub: Public Offer of [•] Ordinary Shares issuning with premimum totaling Tk. 50 crore by Delta Hospital Limited Dear Sir,

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

(1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision, and

(2) On the basis of such examination and the discussions with the issuer company, it‟s directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the content of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT: (a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to

carry out the underwriting activities. Our present paid-up capital stands at Tk. 250,275,000/- (Taka twenty five crore two lac and seventy five thousand only) and we have the capacity to underwrite a total amount of Tk.1,251,375,000 (Taka one hundred twenty five crore thirteen lac seventy five thousand) only as per relevant legal requirements. We havecommitted to underwrite for up to Tk. 4,000,000.00(Forty lac) only for the upcoming issue.


Sl. No. Name of the Company Amount Underwritten (in Tk.)

1 STS Holdings Limited 30,000,000.00

2 AB Bank Limited 90,000,000.00

3 Lub-rref (Bangladesh) Limited 30,000,000.00

4 Western Marine Shipyard Limited 350,000,000.00

JMI Hospital Requisite Manufacturing Limited

10,000,000.00

Ratanpur Steel Re- Rolling Mills Limited

19,500,000.00

Total 529,500,000.00




For Underwriter:

Sd/-

Farhad Uddin, FCMA

Managing Director & CEO (CC) Citizen Securities & Investment Limited

Date: October 15, 2019

45

Annexure-C


To The Bangladesh Securities and Exchange Commission Sub: Public Offer of [•] Ordinary issuning with premimum totaling Tk. 50.00 (Fifty) crore only by Delta Hospital Limited. Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: (1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft



WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 300,000,000.00 ( Thirty Crore) only and we have the capacity to underwrite a total amount of Tk. 1,500,000,000.00 (Taka One Hundred & Fifty Crore) only as per relevant legal requirements. We have committed to underwrite for up to Tk. 40,00,000.00 ( Forty lac ) only for the upcoming issue.


Sl. No. Name of The Company Amount Underwritten (in Tk.)

1. AB Bank Ltd. 90,000,000

2. Index Agro Industries Ltd. 70,000,000

3. Shamsul Alamin Real State Limited 150,000,000

4. Energypac Power Generation Ltd. 12,500,000

5. Ratanpur Steel Re- Rolling Mills Ltd 504,000,000

6. Western Marine Shipyard Limited 50,000,000

7. Achia Sea Foods Limited (ASFL) 14,000,000

8. AFC Health Limited 20,000,000

9. Walton Hi Tech Industries Limited 200,000,000

10 MedRx Life Science Ltd. 10,000,000

Total 1,120,500,000



(e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter:

Sd/-

Tahid Ahmed Chowdhury, FCCA

Managing Director EBL Investments Limited Date: October 12, 2019

46

Annexure-C


To The Bangladesh Securities and Exchange Commission Sub: Public Offer of [•] Ordinary Shares issuning with premimum totaling Tk. 50.00 crore by Delta Hospital Limited. Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: (1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft



WE CONFIRM THAT: (a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and

eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 260,00,000.00 (BDT. Twenty-Six Crore) and we have the capacity to underwrite a total amount of TK 13,00,000,000 (BDT One Hundred Thirty Crore) as per relevant legal requirements. We have committed to underwrite for up to Tk. 40,00,000 for the upcoming issue.


Sl. No Name of the Company Amount Underwritten (BDT)

1. AB Bank Ltd 140,000,000

2. Star Ceramics Limited 17,000,000

3. Aman Tex Limited 35,000,000

Total 192,000,000

(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us; (d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and (e) This underwriting commitment is unequivocal and irrevocable. For the Underwriter:

Sd/-

Md. Rafiqul Islam Managing Director & CEO Green Delta Capital Limited

Date: 14.10.2019

47

Annexure-C


To The Bangladesh Securities and Exchange Commission Sub: Public Offer of [•] Ordinary Shares of Tk. 500,000,000 (Taka Five Hundred Million) only of Delta Hospital Limited.


(1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and

(2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT:

(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 250,000,000 (Taka Two Hundred Fifty Million) only and we have the capacity to underwrite a total amount of Tk. 1250,000,000 (Taka one Thousand Two Hundred Fifty Milion) only as per relevant legal requirements. We have committed to underwrite for up to Tk. 40,00,000(Taka Four Million ) only for the upcoming issue.


Sl. No. Name of the Company Amount underwritten

(Taka)

1. Energypac Power Generation Limited 6,520,000

2. Cutting Edge Industries Limited 25,000,000

3. Zaheen Spinning Limited (Rights) 257,763,500

4. Electro Battery Company Limited 39,375,000

5. Non Convertible listed Boand of Ashuganj Power Station Ltd 50,000,000

6. AB Bank Limited 140,000,000

7. Crystal Insurance Company Ltd. 28,000,000

Total 546,658,500




Sd/-

Asif Rahman

Chief Executive Officer (CC) GSP Investments Limited Date: October 16, 2019

48

Annexure-C


To The Bangladesh Securities and Exchange Commission

Sub: Public Offer of [*] Ordinary Shares totalling Tk. 500,000,000.00 by Delta Hospital Limited.

Dear Sir, We, the under-noted Underwriter to the above-mentioned forthcoming issue, state individually and collectively as follows:



WE CONFIRM THAT: a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and

eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 329.65 (Taka three hundred twenty nine point six five) crore and we have the capacity to underwrite a total amount of Tk. 2207.30 (Taka two thousand two hundred seven point three zero) crore as per relevant legal requirements. We have committed to underwrite for up toTk. 8,000,000.00 (Taka Eighty lac) for the upcoming issue.


Sl. No. Name of the Company Amount Underwritten (in Tk.)

1 ADN Telecom Limited 199,500,000

2 Desh General Insurance Company Limited 5,600,000

3 Energypac Power Generation Limited 12,500,000

4 Ratanpur Steel Re-Rolling Mills Ltd. 37,500,000

5 AB Bank Limited 750,000,000

6 Mohammed Elias Brothers POY Manufacturing Limited 10,000,000

7 Dragon Sweater and Spinning Limited 381,666,660

8 eGeneration Limited 20,000,000

9 JMI Hospital Requisite Manufacturing Limited 61,250,000

10 Aman Tex Limited 90,000,000

11 Sonali Life Insurance Company Limited 66,500,000

12 Mir Akter Hossain Limited 10,000,000

Total 1,644,516,660

(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us; (d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and (e) This underwriting commitment is unequivocal and irrevocable.


Sd/- Md. Sohel Rahman Chief Executive Officer (Additional Charge) ICB Capital Management Limited Date: October 15, 2019

49

Annexure-C


To The Bangladesh Securities and Exchange Commission Sub: Public Offer of [•] Ordinary Shares of Tk. 500,000,000.00 (Taka fifty crore) only of Delta Hospital Limited.

Dear Sir,

We, the under-noted Underwriter(s) to the above mentioned forthcoming Issue, state individually and collectively as follows: 1. We, while underwriting the above mentioned Issue on a firm commitment basis, have examined the draft

Prospectus, other documents and materials as relevant to our underwriting decision; and 2. On the basis of such examination and the discussion with the Issuer Company, its directors and other officers,

and other agencies, independent verification of the statements concerning objects of the Issue and the contents of the documents and other materials furnished by the Issuer Company.

WE CONFIRM THAT:

a. We are registered with Bangladesh Securities and Exchange Commission as merchant banker and eligible to carry out underwriting activities. Our present paid-up capital stands at Tk. 100.00 (Tk. One hundred) Crore only and we have the capacity to underwrite a total amount of Tk. 500.00 Cr. (Tk. Five hundred crore) only as per relevant legal requirements. We have committed to underwrite for up to Tk. 4,000,000.00 (Tk. Forty lac) only for the upcoming issue.

b. Currently we are under obligation of underwriting the following issue(s):

Sl No Company Name Amount underwritten (Tk.)

1 Crystal Insurance Company Ltd. 24,750,000.00

2. Arian Chemicals Ltd 10,000,000.00

3. AB Bank Ltd. 90,000,000.00

Total 124,750,000.00

c. All information as are relevant to our underwriting decision have been received by us and the draft Prospectus forwarded to the Commission has been approved by us;

d. We shall subscribe and take up or procure subscription for taking up the under‐subscribed Securities against the above mentioned Public Issue within 15 (fifteen) days of calling up thereof by the Issuer; and

e. This underwriting commitment is unequivocal and irrevocable.

For Underwriter: Sd/-

Md. Al Tamas


Jamuna Bank Capital Management Limited

Date: October 12, 2019

50

Annexure-C Due Diligence Certificate by the Underwriter

[Rule 4 (1) (d)]

To The Bangladesh Securities and Exchange Commission Sub: Public Offer of [•] Ordinary Shares of Tk. 500,000,000/- of Delta Hospital Limited.





eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 2,155,000,000 (Taka Two Hundred fifteen crore Fifty lac only) and we have the capacity to underwrite a total amount of Tk. 10,775,000,000 (Taka One thousand Seventy Seven crore fifty lac only) as per relevant legal requirements. We have committed to underwrite for up to Tk. 4,000,000.00 (Taka Forty Lac only) for the upcoming issue.


Sl. No. Name of The Company Amount Underwritten (in BDT)

1 AB Bank Limited 500,000,000.00

2 Desh General Insurance Company Limited 5,600,000


4 Ratanpur Steel Re-Rolling Mills Limited 19,875,000

5 Index Agro Limited 35,000,000

6 Ashuganj Power Station Company Limited 70,000,000

7 Western Marine Shpyard Limited 100,000,000

8 Baraka Patenga Power Limited 682,500,000


10 eGeneration Limited 20,000,000

11 Pragati Life Insurance Limited 220,546,530


Total 1,888,521,530





Sd/-

Iftekhar Alam Chief Executive Officer (C.C.) LankaBangla Investments Limited Date: October 14, 2019

51

Annexure-C


To The Bangladesh Securities and Exchange Commission Sub: Public offer of [.] Ordinary shares issuning with premium totaling Tk. 50 crore by Delta Hospital Limited





eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 250,000,000/- (Taka Twenty Five Crore) only and we have the capacity to underwrite a total amount of Tk. 1,250,000,000/- (Taka One Hundred Twenty Five Crore) only as per relevant legal requirements. We have committed to underwrite for up to Tk. 4,000,000/- (Taka Forty Lac) only for the upcoming issue.


Sl. Name of the issue Amount underwritten (Tk.)

1. AB Bank Limited 230,000,000.00

2. Energypac Power Generation Limited 12,500,000.00

3. Ashuganj Power Station Company Limited 60,000,000.00

4. Lub –rref (Bangladesh) Limited 30,000,000.00

5. BD Paints LImited 20,000,000.00

6 S.F. Textile Industries Limited 21,000,000.00

7 Ratanpur Steel Re- Roling Mills Limited 10,500,000.00

Total 384,000,000




Sd/- Kamrun Naher

Chief Executive Officer NBL Capital and Equity Management Limited Date: October 12, 2019

52

Annexure-C

Due Diligence Certificate by the Underwriter

[Rule 4 (1)(d)] To The Bangladesh Securities and Exchange Commission Sub: Public Offer of [●] Ordinary Shares of Tk. 500,000,000 (Taka fifty crore) only of Delta Hospital Limited. Dear Sir, We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: (1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft




eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk.241,500,000 (Taka Twenty four core fifteen lac) only and we have the capacity to underwrite a total amount of Tk. 1,207,500,000 ( Taka One hundred twenty core seventy five lac) as per relevant legal requirements. We have committed to underwrite for up to Tk. 4,000,000 (Taka Forty Lac) for the upcoming issue.

(b) At present, the following underwriting obligations are pending for us: (Name of issue and amount underwritten)

Sl. No. Name of issue Amount Underwritten

(Tk.)

1. Shamsul Alamin Real Estate Limited 7,758,630

2. AB Bank Limited 45,000,000

Total 52,758,630




For the Underwriter: Sd/- Md. Abdul Muktadir, CFA Chief Executive Officer PLFS Investments Limited Date: October 12, 2019

53

Annexure-C

Due Diligence Certificate by the Underwriter

[Rule 4 (1)(d)] To The Bangladesh Securities and Exchange Commission

Sub: Public offer of [•] Ordinary shares of Tk. 50,00,00,000 of Delta Hospital Limited

Dear Sir,

We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows: 3. We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus,

other documents and materials as relevant to our underwriting decision; and 4. On the basis of such examination and the discussions with the issuer company, its directors and officers, and other

agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT:

f) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at BDT 2,032,800,000 (Taka two billion thirty two million eight hundred thousand) only and we have the capacity to underwrite a total amount of Tk. 10,083,636,280 (Taka ten billion and eighty three million six hundred thirty six thousand and two hundred eighty ) only as per relevant legal requirements. We have committed to underwrite for up to Tk. 3,55,00,000 (Taka Three crore Fifty Five Lac) only for the upcoming issue.

g) At present, the following underwriting obligations are pending for us:

Sl. No. Name of the Company Amount Underwritten (in Taka)

1 GQ Ball Pen Industries Limited 50,100,000

2 IFCO Garments & Textiles Ltd. 17,500,000

3 Dhaka Regency Hotel and Resort Limited 10,500,000

4 Desh General Insurance company Limited 28,000,000

5 Western Marine Shipyard Limited 200,000,000


7 Aman Tex Limited 40,000,000

8 Hajj Finance Company Limited 21,000,000


10 Mir Akhter Hossain Limited 10,000,000


12 Ratanpur Steel Re-Rolling Mills Limited 18,000,000

Existing Total 432,600,000

h) All information as are relevant to our underwriting decision have been received by us and the draft prospectus

forwarded to the Commission has been approved by us; i) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen)

days of calling up thereof by the issuer; and j) This underwriting commitment is unequivocal and irrevocable.


Sd/- Sd/

Md. Rezaul Haque

Managing Director (CC) Prime Finance Capital Management Ltd. Date: 16 October 2019

54

CHAPTER – III ABOUT THE ISSUER:

55

(a) Name of the issuer, dates of incorporation and commencement of its commercial operations, its logo, addresses of its registered office, other offices and plants, telephone number, fax number, contact person, website address and e-mail address; (b) The names of the sponsors and directors of the issuer; (c) The name, logo and address of the auditors and registrar to the issue, along with their telephone numbers, fax numbers, contact persons, website and e-mail addresses; (d) The name(s) of the stock exchanges where the specified securities are proposed to be listed.

The issuer


26/2, Principal Abul Kashem (Former Darussalam) Road Mirpur-1, Dhaka-1216

Telephone: +88-02-9029151-52, + 88-02-8031378-79 Fax: 88-02-9011372

E-mail: [email protected],Website: www.delta-hospital.com Contact person: Mr. Md. Bakbul Islam FCMA

Chief Financial Officer

Date of incorporation of the Company

4 June 1987

Date of commencement of commercial operations

4 June 1989

Directors of the Company

Sl. Name Status

1 Mr. Abu Saleh Abdul Muiz Chairman

2 Dr. Syed Mukarram Ali Director & Managing Director

3 Mr. Mir Amjad Hussain Director

4 Mr. Habibur Rahman Director

5 Mrs. Nazmin Showkat Ali Director

6 Mr. Mohd. Shawkat Ali Director

7 Mr. Nurul Huda Director

8 Mr. Mahmud Hassan Director

9 Mr. Md. Obiydur Rahman Director

10 Mr. Mizanur Rahman Sarkar Director

11 Mr. Kamran Idris Choudhury FCA Independent Director

12 Dr. Chowdhury Habibur Rahman FRCS Independent Director

13 Dr. Shamim Jahangir Ahmed Independent Director

Sponsors of the

Company

Sl. Name Status

1 Dr. Syed Mukarram Ali Sponsor

2 Late Mr. A.Q.M. Nurul Absar Sponsor

3 Mr. A.Z. Mohammed Hossain Sponsor

4 Mr. M. Ashraf Rahim Sponsor

5 Mr. Abdus Salam Sponsor

6 Mr. Md. Anwarul Haque Sponsor

7 Mr. Syed Md. Abdul Mannan Sponsor

8 Mr. Mir Amjad Hussain Sponsor

9 Late Mr. Faruk Ahmed Choudhury Sponsor

10 Late Mr. Md. Golam Mostafa Sponsor

11 Mr. Habibur Rahman Sponsor

12 Late Al-Haj A.M. Idris Ali Sponsor

56

13 Mr. Mahmud Hassan Sponsor

14 Mr. Md. Mahbub Hossain Sponsor

15 Mr. Md. Mozammel Huq Sponsor

16 Dr. Nasiruddin Ahmed Sponsor

17 Mr. Nasiruddin Ahmed Choudhury Sponsor

18 Mr. Nazmul Huda Choudhury Sponsor

19 Mr. Md. Nasirudin Choudhury Sponsor

20 Mrs. Nazmin Showkat Ali Sponsor

21 Late Mr. Rashid Ahmed Sponsor

22 Dr. Muhammad Raushan Ali FBIM Sponsor

23 Dr. Rashidul Hyder Sponsor

24 Mr. Sarqum Ali Sponsor

25 Dr. Shafiqul Huda Choudhory Sponsor

26 Dr. Shafiullah Sponsor

27 Late Mr. Shafat Ahmed Chaudhuri Sponsor

28 Late Mr. Md. Syedul Islam Sponsor

29 Mr. Khawja Shafiqur Rahman Sponsor

30 Mr. Md. Shawkat Ali Sponsor

Auditors

FAMES & R


Mrs. Fouzia Haque,FCA Engagement Partner


Bijoynagar, Dhaka -1000., Phone: 01819207889, 01819496565. Fax: Nill, E-mail:

[email protected]; Website: Nill

Contact Person: Mr. Fouzia Haque FCA , Partner


ICB Capital Management Limited Green City Edge (5th & 6th Floor), 89 Kakrail, Dhaka-1000, Telephone: 88-02-8300555,

8300367, Fax: 88-02-8300396,Email: [email protected],Website: www.icbcml.com.bd

Contact Person: Md. Sohel Rahman, Chief Executive Officer (Additional Charge)

Stock exchanges for the proposed securities

Dhaka Stock Exchange Limited (DSE) Stock Exchange Building

9/F, Motijheel C/A, Dhaka-1000

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

Agrabad C/A, Chittagong




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57

V

CHAPTER – IV CORPORATE DIRECTORY OF THE ISSUER:

58

Corporate directory of the Issuer

Date of incorporation 4 June 1987 as a Public Limited Company

Date of Commencement of business 4 June 1987

Commencement of commercial operations 4 June 1989

Authorized capital as on 30 June 2019 Tk. 1,000,000,000 comprises of 100,000,000 shares @ Tk. 10 per share

Issued , subscribed &paid up capital as on 30

June 2019

Tk. 332,126,940 paid up capital which is comprises of 33,212,694 shares @ Tk. 10 per share

Changes in denomination of face value of

share

The face value of shares of the Company was converted from Tk.

100 to Tk. 10 on 9 May 2011

Registered office 26/2, Principal Abul Kashem (Former Darussalam) Road,

Mirpur-1, Dhaka-1216, Telephone: 88-02-9029151-52, 88-02-

8031378-79,Fax: 88-02-9011372, E-mail: [email protected],

Website: www.delta-hospital.com

Manager to the Issue Prime Finance Capital Management Limited PFI Tower (6thFloor), 56-57 Dilkusha C/A, Dhaka-1000 Telephone: 88-02-9584874, 88-02-9584876-77,

Fax: 88-02-9584922 , E-mail: [email protected], Website: www.primefincap.com

Name of Underwriters 1. BetaOne Investments Limited

2. BMSL Investment Ltd.

3. CAPM Advisory Limited

4. Citizen Securities & Investment Ltd.

5. EBL Investments Limited

6. GSP Investments Ltd.

7. Green Delta Capital Limited

8. ICB Capital Management Limited

9. Jamuna Bank Capital Management Ltd.

10. LankaBangla Investments Limited

11. NBL Capital and Equity Management Ltd.

12. PLFS Investments Limited

13. Prime Finance Capital Management Limited

Auditors M/S. FAMES & R

Chartered Accountants Mrs. Fouzia Haque,FCA Engagement Partner


Bijoynagar, Dhaka -1000., Phone: 01819207889, 01819496565. Fax: Nill, E-mail: [email protected]; Website: Nill

Registrar to the Issue ICB Capital Management Limited Green City Edge (5th & 6th Floor), 89 Kakrail Dhaka-1000 Telephone: 88-02-8300555, 88-02-8300367, Fax: 88-02-8300396 E-mail: [email protected], Website: www.icbcml.com.bd

Banker for the IPO BRAC Bank Limited

1 Gulshan Avenue, Gulshan -1, Dhaka 1212

Company‟s compliance officer Mr. Md. Bakbul Islam FCMA








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59

CHAPTER – V DESCRIPTION OF THE ISSUER:

60

(a) Summary: (i)The summary of the industry and business environment of the issuer.

Bangladesh is a developing country that is facing many challenges, especially in the health sector. Cancer management is a priority due to the current trend of increased incidence in this region.Cancer kills more people globally then tuberculosis, HIV, and malaria combined. According to estimates from the International Agency for Research on Cancer (IARC), 25% of global cancer burden has diagnosed in low-income and lower-middle-income countries. By 2030, over 13 million people will die from cancer every year.Approximately 9 million of these deaths will be in developing countries. By 2050, at the present growth rate, the chances of contracting cancer in their lifetime for the people living in developing countries will be 50-60%. The cancer rate is increasing from 650,000 to 2.2 million per year. Cancer is an increasingly important cause of morbidity and mortality and the sixth leading cause of death in Bangladesh. International Agency for research on cancer has estimated that lung, oesophageal, pharyngeal and oral cancer are the leading causes among males and breast, cervical, oesophageal, gallbladder cancers are leading cancer among female in Bangladesh. Use of different form of Tobacco, Human Papilloma virus infection, Hepatitis Band C infection, Helicobacter Pylori infection, environmental pollution causes all these cancer in Bangladesh. Source: Cancer care scenario in Bangladesh (www.ncbi.nlm.nih.gov) History

Delta Hospital Limited installed Cobalt60 machine in the year of 1994 which was first initiative by the private sector hospital in Bangladesh for treatment of cancer patient through radiotherapy. In public sector, The Cobalt 60 machine was installed at Dhaka Medical College Hospital (DMCH) in the year of 1959 and deep X-ray machine was installed at Chittagong Medical College in the year of 1964. Rotary Club of Dhaka as Rotary Cancer Detection Centre founded the only tertiary-level cancer hospital of the country, National Institute of Cancer Research and Hospital (NICRH), in 1981. It was handed over to the government in 1986. NICRH was started its indoor activities with 50 beds in 1992. Overview of business environment

The high cost of treatment, lack of adequate radiation facilities, dearth of trained human resources, and lack of awareness within the community are the main challenges impeding cancer care in Bangladesh. Unavailability of trained medical physicist is a significant barrier in the development of radiation treatment facilities in the country. Delta Hospital Limited is operating business in health care sector providing general medical treatment facilities specialization in oncology treatment. Delta Hospital Limited has the full range of radiation oncology team including trainedoncologist, pathologist, surgical oncologist &medical physicists. Delta Hospital Limited has a long successful trackrecord of providing services to patients. Besides,Delta Hospital Limited have state of the art machineries in its operational process.

Strategy of Government of Bangladesh

The Government of Bangladesh (GoB) has developed a cancer control strategy and action plan (2009-2015) with the aim of delivering a universal, quality based and timely service. The overall purposes of the Bangladesh cancer control strategy are to reduce the incidence and impact of cancer and reduce inequalities with respect to cancer treatment.

The goals GoB are:

To reduce the incidence of cancer through primary prevention

http://www.ncbi.nlm.nih.gov/

61

Ensure effective screening/early detection/effective diagnosis and treatment to reduce cancer morbidity and mortality

Improve the quality of life for those with cancer and their family through support, rehabilitation and palliative care

Improve the delivery of services Integration of resources and activity Monitoring and evaluation Improve research and surveillance

Cancer preventionare being attempted by GoB through tobacco control, diet and life style modification, health promotion, cancer early detection and vaccination program. Tobacco related cancer like cancers of the lungs, pharynx, and oral cavity are highly amenable to primary prevention. The GoB is developing cervical and breast cancer screening program up to upazilla level and visual inspection of cervix with acetic acid was considered as a method of breast cancer screening. (ii) Summary of consolidated financial, operating and other information. The Information is not applicable for the issuer since it has no subsidiary Company (c) General Information:

(i)Name and address, telephone and fax numbers of the registered office, corporate head office, other offices, factory, business premises and outlets of the issuer;

Particulars Details

Registered office 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216 Telephone: +88-02-9029151-52, +88-02-8031378-79, Fax: +88-02-9011372

Corporate head office 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216 Telephone: +88-02-9029151-52, +88-02-8031378-79, Fax: +88-02-9011372

Other office Uttara unit

Plot -21, Sector-8, Abdullahpur, Uttara, Dhaka– 1230 Telephone:+88-02-7912598

(ii) The Board of Directors of the issuer;

Sl. Name of Directors Position in the Company

1 Mr. Abu Saleh Abdul Muiz Chairman

2 Dr. Syed Mukarram Ali Director & Managing Director

3 Mr. Mir Amjad Hussain Director

4 Mr. Habibur Rahman Director

5 Mrs. Nazmin Showkat Ali Director

6 Mr. Mohd. Shawkat Ali Director

7 Mr. Nurul Huda Director

8 Mr. Md. Obiydur Rahman Director

9 Mr. Mizanur Rahman Sarkar Director

10 Mr. Mahmud Hassan Director

11 Mr. Kamran Idris Choudhury FCA Independent Director

12 Dr. Chowdhury Habibur Rahman FRCS Independent Director

13 Dr. Shamim Jahangir Ahmed Independent Director

62

(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the chairman, managing director, whole time directors, etc. of the issuer;

Sl. Name Position Address Telephone

&fax number E-mail address

1 Mr. Abu Saleh Abdul Muiz

Chairman “BAKALI HOUSE Flat # 5E

(5th Floor) House # 32,

Road # 116/122 Gulshan-1,

Dhaka-1212

+88-02-9029151-52 +88-02-9011372 [email protected]



Jahanara Lodge‟, House No. 23, Aptt. No. A-4, Road No. 116, Gulshan, Dhaka-1212

+88-02-9029151-52 +88-02-9011372

delta @delta-hospital.com


Director 761, Sat Masjid Road, Flat-

A4, Safura Green

Dhanmondi, Dhaka-1205

+88-02-9029151-52 +88-02-9011372

amjad.hussain1947@gmail. com


Director Shimana” 8 UN Road, 1st floor, B-2, Baridhara, Dhaka-1212.

+88-02-9029151-52 +88-02-9011372 delta @delta-hospital.com


Director Road # 5 House # 170

Mirpur D.O.H.S, Dhaka-

1216

+88-02-9029151-52 +88-02-9011372 [email protected]

6 Mr. Mohd. Shawkat Ali*

Director Road # 5, House # 170

Mirpur D.O.H.S, Dhaka-

1216

+88-02-9029151-52 +88-02-9011372 [email protected]

7 Mr. Nurul Huda Director House-76, Flat-A/5, Road-05,Block-F, Banani, Dhaka-1230

+88-02-9029151-52 +88-02-9011372 [email protected]

8 Mr. Md. Obiydur Rahman

Director House No- 21, Road No- 16,

Block- C, Section No- 12,

Pallabi, Dhaka- 1216

+88-02-9029151-52 +88-02-9011372

[email protected]

9 Mr. Mizanur Rahman Sarkar

Director Apt#1A, House#14, CEN

(G) Road-112, Gulshan,

Dhaka-1212


10 Mr. Mahmud Hassan*

Director 33, Rail road, Jessore sadar,

Jessore

+88-02-9029151-52 +88-02-9011372

[email protected]

11 Mr. Kamran Idris Choudhury FCA


House-18, Road-62, Gulshan-2, Dhaka-1212

+88-02-9029151-52 +88-02-9011372

[email protected]

12 Dr. Chowdhury Habibur Rahman FRCS


House No # 13, Flat # A- 2, Road no # 128, Gulshan- 1, Dhaka- 1212.


13 Dr. Shamim Jahangir Ahmed


House No # 06, Road no # 09, Gulshan- 1, Dhaka- 1212.


(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, Company secretary, legal advisor, auditors and compliance officer;

CFO & compliance officer

Name : Mr. Md. Bakbul Islam FCMA

Address : 26/2 Principal Abul Kashem (Former Darussalam) Road, Mirpur- 1, Dhaka-1216

Telephone number : +88-02-9029151-52

Fax number : +88-02-9011372

Email address : [email protected]

CompanySecretary


mailto:amjad.hussain1947@gmail.%20com

mailto:amjad.hussain1947@gmail.%20com






63

Name : Mr. Al-Mamun

Address : 26/2 Principal Abul Kashem (Former Darussalam) Road, Mirpur- 1, Dhaka-1216


Fax number : +88-02-9011372


Auditors

Name : FAMES & R.

Chartered Accountants Mrs. Fouzia Haque,FCA Engagement Partner

Address : Saiham Tower (2ndFloor), 45Shaheed Nazrul Islam Sarani Bijoynagar, Kakrail, Dhaka-1000


Fax number : +88-02-8391011


Legal Advisory

Name : Mr. Syed Shawkat Ali

Address : 26/2, Principal Abul Kashem Road, Mirpur-1,Dhaka-1216

Telephone number : +9029151-2, 58050661, 9022410

Fax number : +880-2-9011372


(v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the issue manager(s), registrar to the issue etc;

Issue Manager

Name : Prime Finance Capital Management Limited

Address : PFI Tower (7th floor), 56-57, Dilkusha C/A, Dhaka-1000

Telephone number : +88-02-9584874, +88-02-9584876-77

Fax number : +88-02-9584922

Contact person : Mr. Md. Mohammad Rajibul Islam, Head of Punlic Issue

Website : www.primefincap.com



Name : ICB Capital Management Limited

Address : Green City Edge (5th & 6th floor), 89 Kakrail, Dhaka-1000

Telephone number : +88-02-8300555, +88-02-8300367

Fax number : +88-02-8300396

Contact person : Md. Sohel Rahman, Chief Executive Officer (Additional Charge)

Website : www.icml.com.bd

E-mail address : [email protected]

(vi) The following details of credit rating, where applicable:

(a) The names of all the credit rating agencies from which credit rating has been obtained;

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



http://www.icml.com.bd/

64

(b) The details of all the credit ratings obtained for the issue and the issuer; Summary of rating

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

Rating based on Audited Financial Statements up to 30 June 2019, operational information up to 30 June 2019, Bank loan Liability position as of 30 November 2019 and other relevant quantitative & qualitative information up to the date of rating declaration.

Date of rating 18 December 2019

The Entity Long Term Short Term

Rating A3 A3 ST-3

Validity The Entity rating & Long Term ratings arevalid up to 30 December 2020 and the short term rating is valid up to limit expiry date of respective credit facilities or 30 December 2020 whichever is earlier.

Outlook Stable

(c) The rationale or description of the ratings (s) so obtained, as furnished by the credit rating agency(s);

Credit Rating Agency of Bangladesh Limited (CRAB) has retained A3 (Pronounced as Singe A Three)rating of Delta Hospital Limited and A3 (Lr) rating of BDT 950.0 million Long Term Outstanding (LTO) and BDT 120.0 million Overdraft limit in the Long Term. CRAB has also retained ST- 3 rating to BDT 10.0 million Fund based limit in the Short Term availed by Delta Hospital Limited. CRAB has assigned Stable Outlook to the ratings. The assigned ratings considered the steady and positive revenue growth, modest credit mix, capacity expansion having further growth with modern amenities. CRAB also considers the comfortable working capital management, favorable cash flow position along with moderate credit risk profile of the Company whileassigning ratings. The ratings also incorporated the background of the sponsors, experience of management, long presence in medical serviceindustry, improved profit margin and sound financial standing of the company over the years. The ratings are constrained by size of operation along with scope of facility as well as insignificant increase of bed occupancy rate and revenue generation from the services provided.

(d) Observations and risk factors as stated in the credit rating report.

Observation Total revenue of the Company was BDT 653.3 million in 2019, which was 10.3% higher compared to its previous year. Net profit margin was found stable over last five years. In 2019, net profit margin was 10.7%. The Equity position was strong despite slight increases of borrowed fund in 2019. The Borrowed Fund to Equity stood 2.0 X in 2019 which slightly rose from previous year reflecting the increased borrowed fund by BDT 280.5 million in 2019 to meet expense due generating from extended revenue and fixed cost. Moreover, very adequate cash flow and other coverage indicators support favorable credit risk profile which was considered while assigning the ratings. The assigned ratings also consider the ongoing facility expansion plan for which the leverage position may increase in the immediate year putting stress on coverage indicators which is expected to ease in the midterm after infusion of fund through IPO with premium at planned rate (subject to the approval of concerned authority) and starting of revenue from expanded facility. The implementation of strategic planning including decentralized reporting channel, more diversified service portfolio and fully structured MIS system incorporating operational data as well as financial data would support the further enhancement of business operation in coming days. However, favorable changes in financial matrix along with consistence in operation and business profile regarding the proper utilization of financing may impact the future rating consideration, and vice versa.

Risk Factors

N/A

65

(vii) Following details of underwriting:

(a)The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of the underwriters and the amount underwritten by them;

Sl Particulars

1 Total Fund Size BDT 500,000,000

2 % of Underwriting 35% on 50% of total fund size

3 Underwriting amount BDT 8,75,00,000

Sl

Name of Underwriters Contact person Telephone and fax

number Amount in

Taka

1

BetaOne Investments Limited Medona tower, Level-13, 28 Mohakhali C/A, Dhaka-1213 E-mail: [email protected] Website: www.betaone.com.bd

Mr. Mohammed Atiquzzaman

Managing Director

Tel: +88-02-9887337 Fax: +88-02-9880733

4,000,000

2

BMSL Investment Ltd.

Shareef Mansion (4th Floor) 56-57 Motijheel C/A Dhaka-1000

E-mail: info@ bmslinvestment.com Website: www.bmslinvestment.com

Mr. Md. Riyad Matin Managing Director

Tel: +88-02-9577651 Fax: +88-02-47117218

4,000,000

3

CAPM Advisory Limited Tower Hamlet (9th Floor) 16, Kemal Ataturk Avenue Banani C/A, Dhaka-121 E-mail: [email protected] Website: www.capmadvisorybd.com

Ms. Tania Sharmin

Managing Director & CEO

Tel: +88-02-9822391-2 Fax: +88-02-9820990

4,000,000

4

Citizen Securities & Investment Ltd. Navana Tower (Level-19), Suite # 19/A, 45, Gulshan Avenue, Gulshan

Circle-1. Dhaka-1012.

E-mail : [email protected] Website : www.citizensecurities.com

Mr. Farhad Uddin FCMA

Managing Director & CEO (CC) Tel: +88-02-8832626 Fax : +88-02-9570546

4,000,000

5

EBL Investments Limited

Jiban Bima Bhaban (Ground Floor) 10 Dilkusha C/A, Dhaka-1000. E-mail: [email protected] Website: www.eblinvestments.com

Mr. Tahid Ahmed Chowdhury FCCA

Managing Director

Tel: +88-02-47111096 Fax: +88-02-47111218

4,000,000

6

GSP Investments Ltd. 1, Paribagh, Mymensingh Road, Dhaka-1000 E - mail: [email protected] Website: www.gsp-investments.com

Mr. Asif Rahim


4,000,000

7 Green Delta Capital Limited

Green Delta AIMS Tower (3rd Floor),

Mr. Mohammad Shohel Rana

VP & Senior Relationship Tel: +88-02-9851902 Fax:+88-09898227

4,000,000

66

51-52 Mohakhali C/A, Dhaka-1212

E - mail: [email protected]

Website: www.greendeltacapital.com

Manager

8


Green City Edge (5th& 6th Floor), 89 Kakrail, Dhaka - 1000 E-mail: [email protected] Website: www.icbcml.com.bd

Mr. Md. Sohel Rahman Chief Executive Officer (Additional Charge)

Tel: +88-02-8300555 Fax: +88-02-8300396

8,000,000

9

Jamuna Bank Capital Management

Ltd.

Hadi Mansion (3rd Floor), 2, Dilkuha

C/A Motijheel , Dhaka-1000

E - mail: jbcml@ jamunabank.com.bd Website: www.jamunabankbd.com

Mr. Md. Sahadat Hossain

First Assistnat Vice Presedent Tel: +88-02-9570912 Fax: +88-02-7113061

4,000,000

10

LankaBangla Investments Limited Assurance Nazir Tower (Level-06), 65/B Kemal Ataturk Avenue, Banani, Dhaka-1213. E-mail: [email protected] Website: www.lbilbd.com

Mr. Iftekhar Alam Chief Executive Officer (C.C)

Tel: +88-02-55034853-5 Fax: +88-02-55034856

4,000,000

11

NBL Capital and Equity Management Ltd. Corporate Office, Printers Building (8th

Floor), 5, Rajuk Avenue, Dhaka-1000

E-mail: [email protected]

Website: www.nblceml.com

Ms. Kamrun Naher Chief Executive Officer

Tel: +88-02-47118816 Fax: +88-02-47118805

4,000,000

12

PLFS Investments Limited

City Center (Level – 12), Unit – 11 – B,

90/1 Motijheel, Dhaka - 1000

E-mail : [email protected]

Website: www.plfsil.com

Mr. Md. Abdul Muktadir, CFA


Tel: +88-02-55110919

+88-02-55110920

Fax: N/A 4,000,000

13

Prime Finance Capital Management Limited PFI Tower ( 7th Floor), 56-57 Dilkusha C/A, Dhaka- 1000 E-mail: [email protected] Website: www.primefincap.com

Mr. Mohammad Rajibul Islam

Head of Public Issue

Tel: +88-02-9584874

Fax : +88-02-9584922 35,500,000

Total amount to be underwritten (35% of total fund to be raised)

8,75,00,000

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67

(b)Declaration by the underwriters that they have sufficient resources as per the regulatory requirements to discharge their respective obligations;

We the underwriters have sufficient resources as per the regulatory requirements to discharge our respective

Obligations.

For Underwriters

Sd/

Managing Director/ Chief Executive Officer

1. BetaOne Investments Limited



4. Citizen Securities & Investment Ltd.




8. ICB Capital Management Limited

9. Jamuna Bank Capital Management Ltd.

10. LankaBangla Investments Limited

11. NBL Capital and Equity Management Ltd.


13. Prime Finance Capital Management Limited

(c)Major terms and conditions of the underwriting agreements.

If and to the extent that the shares are offered to the public by a prospectus authorised hereunder shall not have been subscribed and paid for in cash in full by the closing date of subscription, the Company shall within 10 (Ten) days of the closure of subscription call upon the underwriter in writing with a copy of the said writing to the Bangladesh Securities and Exchange Commission, to subscribe or procure subscriber to subscribe the shares not subscribed within the closing date and to pay for in cash in full, inclusive of any premium if applicable, for such unsubscribed shares within 15 (Fifteen) days after being called upon to do so. The received amount shall be credited in the share subscription account of the Company within the said period. If payment is made by Cheque/Bank Draft by the underwriter it will be deemed that the underwriter has not fulfilled his obligation towards the underwriting commitment under this Agreement, until such time as the Cheque/Bank Draft has been encashed and the Company‟s share subscription account credited. In any case within 7 (seven) days after the expiry of the aforesaid 15(fifteen) days, the Company shall send proof of subscription and payment by the underwriter to the Commission. The underwriter warrants and represents that it has certificate of registration from the Bangladesh Securities and Exchange Commission to fully underwrite or place primary securities in a firm commitment basis. (d) Capital Structure: (i) Authorized, issued, subscribed and paid up capital (number and class of securities, allotment dates,

nominal price, issue price and form of consideration);

Authorized capital

As per audited financial statements as on 30 June 2019, the Company has authorized capital of Tk. 1,000,000,000 comprises of 100,000,000 shares @ Tk. 10 per share. Paid-up capital

As per audited financial statements as on 30 June 2019, the Company has Tk. 332,126,940 paid up capital which

comprises of 33,212,694 shares @ Tk. 10 per share.

68

The detail capital structureis given below:

Sl. Particulars Allotment date No. of

share

Nominal

price

Issue

price

Amount in

Tk.

Class of

securities

Form of

consideration

1 In

memorandum

1-Jun-1987 20,000

100 100 2,000,000

Ordinary

share

Cash

2 1st allotment 1-Jun-1990 298,695 100 100 29,869,500 Cash

3 2nd allotment 24-May-2007 318,695 100 100 31,869,500 Cash

4 3rd allotment 15-Dec-2011 1,274,780 10* 10* 12,747,800 Bonus share

5 4th allotment 19-Dec-2011 6,373,900 10 10 63,739,000 Cash

6 5th allotment 1-Mar-2012 15,977,420 10 10 159,774,200 Cash

7 6th allotment 5-May-2014 1,500,000 10 10 15,000,000 Bonus share

8 7th allotment 17-Sep-2015 1,712,694 10 25 17,126,940 Cash


*The face value of shares of the Company converted from Tk. 100 to Tk. 10 on 9 May 2011

(ii) Size of the present issue, with break-up (number of securities, description, nominal value and issue amount); To be issued through IPO (subject to approval of regulatory authority)

Description No. of shares

Face value Offer Price Issue amount in

Taka

Ordinary share [●] 10 [●] 500,000,000

Total [●] 10 [●] 500,000,000

(iii) Paid up capital before and after the present issue, after conversion of convertible instruments (if any) and share premium account (before and after the issue);

Proposed capital structure after IPO (subject to approval of regulatory authority)

Particulars No. of shares Price per

share Amount in Taka

a. Paid up capital Before the present issue 33,212,694 10 332,126,940

After the issue [●] [●] [●]

b. Premium amount Before the present issue (Premium from rights issue)

1,712,694 15 25,690,410

After the issue [●] [●] [●]

(iv) Category wise shareholding structure with percentage before and after the present issue and after conversion of convertible instruments (if any); Category wise shareholding structure with percentage before and after the present issue

As on date, the Company has only issued 33,212,694 ordinary shares of Tk. 10 each. The Board of Directors of the Company decided to issue [●] ordinary shares @ Tk. [●] each including Tk. [●] as premium subject to approval of the regulatory authorities. Shareholding categories before and after the IPO is described below:

Before IPO

Particulars No. of Share %

Sponsor & Directors 16,927,704 50.97%

Other Shareholders 16,284,990 49.03%

Institute - -

Total 33,212,694 100%

After IPO


69

Sponsor & Directors 16,927,704 [•]

Other Shareholders 16,284,990 [•]

Institute - [•]

EI including mutual funds and CIS [•] [•]

General Public exncluding NRB [•] [•]

NRB [•] [•]

Total [•] [•]

* Apart from the above, there is no other class of securities issued by Delta Hospital Limited.

Convertible instrument The Company has no outstanding convertible instruments as on the issue date of this prospectus.

(v) Where shares have been issued for consideration in other than cash at any point of time, details in a

separate table, indicating the date of issue, persons to whom those are issued, relationship with the issuer,

issue price, consideration and valuation thereof, reasons for the issue and whether any benefits have been accrued to the issuer outof theissue; Shares issued for consideration other than cash

Sl. Date of issue Persons to

whom those are issued

Relationship with the issuer

Issue price (Tk.)

Consideration and valuation

Reasons for the issue

Benefitsaccrued to the issuer

1 15 December 2011

Existing

shareholders

Sponsor Directors, Sponsors, Directors

and other Shareholders

10 Bonus share Enhancement of capital base

Capital base increased of the

Company

2 5 May 2014

Existing

shareholders

Sponsor Directors, Sponsors, Directors

and other Shareholders

(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme,

details of such scheme and shares allotted;

No shares have allotted in terms of any merger, amalgamation, or acquisition scheme.

(vii) Where the issuer has issued equity shares under one or more employee stock option schemes, date-wise details of equity shares issued under the schemes, including the price at which such equity shares were issued;

No shares have issued so far under one or more employee stock option scheme.

(viii) If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding two years, specific details of the names of the persons to whom such specified securities have been issued, relation with the issuer, reasons for such issue and the price thereof;

The issue price of the securities of the Company has not yet been approved by the regulatory authority. However no specified securities has been issued by the Company during the preceding two years.

(ix) The decision or intention, negotiation and consideration of the issuer to alter the capital structure by way

of issue of specified securities in any manner within a period of one year from the date of listing of the present issue; The Company has no such decision or intention, negotiation and consideration to alter the capital structure by way of issue of specified securities in any manner within a period of one year from the date of listing of the present issue.

70

(x) The total shareholding of the sponsors and directors in a tabular form, clearly stating the names, nature of issue, date of allotment, number of shares, face value, issue price, consideration, date when the shares were made fully paid up, percentage of the total pre and post issue capital, the lock in period and the number and percentage of pledged shares, if any, held by each of them; Shareholding of the sponsors and directors are as follows:

Name& position

Nature of issue

Date of allotment

Number of equity shares

Fa

ce v

alu

e

Issu

e p

rice

/

Acq

uis

itio

n

pri

ce/T

ran

sfe

r p

rice

Co

nsi

de

rati

on

Da

te w

he

n t

he

sh

are

we

re m

ade

fu

lly

pa

id

up

% of the total capital

Lock in period

Status of pledged shares

Pre - issue

Post - issue

No. of shares

%

Mr. Abu Sale Abdul Muiz,

Chairman

Ordinary share

20-May-05 5,000 100 100 Acquired 20-May-05 3.22% [●] 3 years Nil -

24-May-07 10,000 100 100 Cash 24-May-07

15-Dec-11 30000 10 100 Bonus share 15-Dec-11

19-Dec-11 225,220 10 10 Cash 19-Dec-11

1-Mar-12 552,552 10 10 Cash 1-Mar-12

5-May-14 47,889 10 10 Bonus share 5-May-14

17-Sep-15 63,850 10 25 Cash 17-Sep-15

Total 1,069,511

Dr. Syed Mukarram Ali,


Ordinary share

1-Jun-87 750 100 100 Cash 1-Jun-87 3.93% [●] 3 years Nil -

30-May-88 1,000 100 100 Cash 30-May-88

1-Jun-90 3,300 100 100 Cash 1-Jun-90

24-May-07 12,500 100 100 Cash 24-May-07

15-Dec-11 35,100 10 10 Bonus share 15-Dec-11

19-Dec-11 263,500 10 10 Cash 19-Dec-11

1-Mar-12 746,337 10 10 Cash 1-Mar-12


17-Sep-15 23,541 10 25 Cash 17-Sep-15

Total 1,305,000

Mr. Mir Amjad

Hossain, Director

Ordinary share


1-Jun-90 4,250 100 100 Cash 1-Jun-90

14-Feb-04 350 100 100 Cash 14-Feb-04

24-May-07 12,595 100 100 Cash 24-May-07

31-Jul-07 -3,595 100 100 Cash 31-Jul-07

16-Jun-11 12,000 10* 10 Cash 16-Jun-11

71


19-Dec-11 215,460 10 10 Cash 19-Dec-11

1-Mar-12 645,047 10 10 Cash 1-Mar-12

22-Mar-12 -50,000 10 10 Cash 22-Mar-12


7-Mar-15 -12,000 10 10 Cash 7-Mar-15

17-Sep-15 13,050 10 25 Cash 17-Sep-15

Total 1,045,492

Late Mr. A.Q.M Nurul

Absar, Sponsor

Ordinary share


1-Jun-90 4,300 100 100 Cash 1-Jun-90

11-Jul-90 400 100 100 Cash 11-Jul-90

24-May-07 20,500 100 100 Cash 24-May-07

18-Feb-08 -5,950 100 100 Cash 18-Feb-08


19-Dec-11 300,290 10 10 Cash 19-Dec-11

1-Mar-12 734,884 10 10 Cash 1-Mar-12


17-Sep-15 85,009 10 25 Cash 17-Sep-15

Total 1,423,942

Mr. M. Ashraf Rahim, Sponsor

Ordinary share

1-Jun-87 750 100 100 Cash 1-Jun-87 0.32%

[●]

3 years

Nil

-

1-Jun-90 4,250 100 100 Cash 1-Jun-90


19-Dec-11 30,000 10 10 Cash 19-Dec-11

1-Mar-12 12,547 10 10 Cash 1-Mar-12


17-Sep-15 0 10 25 Cash 17-Sep-15

Total 107,674

Mr. Syed Md. Abdul

Mannan, Sponsor

Ordinary share


1-Jun-90 6,750 100 100 Cash 1-Jun-90

15-Dec-11 15,000 10 10 Bonus Share 15-Dec-11

19-Dec-11 112,600 10 10 Cash 19-Dec-11

1-Mar-12 347,814 10 10 Cash 1-Mar-12

22-Mar-12 50,000 10 10 Cash 22-Mar-12


9-Nov-14 -100,000

10 10 Cash 9-Nov-14

-100,000

-100,000

-100,000

-100,000

-50,000

72

-50,000

17-Sep-15 -30,021 10 25 Cash 17-Sep-15

Total 414

Mr. Habibur Rahman,

Sponsor Director

Ordinary share

1-Jun-87 500 100 100 Cash 1-Jun-87 3.01% [●]

3 years

Nil

-

1-Jun-90 9,500 100 100 Cash 1-Jun-90

24-May-07 15,000 100 100 Cash 24-May-07

31-Jul-07 -15,000 100 100 Cash 31-Jul-07

8-Feb-11 15,000 100 100 Cash 8-Feb-11


1-Mar-12 410,515 10 10 Cash 1-Mar-12

22-Mar-12 -300,000 10 10 Cash 22-Mar-12


7-Mar-15 568,960 10 25 Cash 7-Mar-15

Total 1,000,001

Mr. Mahmud Hassan,

Sponsor Director

Ordinary share


1-Jun-90 4,250 100 100 Cash 1-Jun-90

24-May-07 10,000 100 100 Cash 24-May-07


19-Dec-11 225,220 10 10 Cash 19-Dec-11

1-Mar-12 247,332 10 10 Cash 1-Mar-12


17-Sep-15 69,350 10 25 Rights share 17-Sep-15

23-Apr-16 255,470 10 10 Cash 23-Apr-16

Total 1,010,000

Mr. Md. Mahbub Hossain,

Sponsor

Ordinary share


1-Jun-90 3,050 100 100 Cash 1-Jun-90

24-May-07 - 100 100 Cash 24-May-07

15-Dec-11 7,600 10 10 Cash 15-Dec-11

19-Dec-11 20,000 10 10 Cash 19-Dec-11

1-Mar-12 73,545 10 10 Cash 1-Mar-12


17-Sep-15 - 10 25 Cash 17-Sep-15

Total 146,102

Mr. Md. Mozammel

Huq, Sponsor

Ordinary share


1-Jun-90 4,550 100 100 Cash 1-Jun-90


19-Dec-11 50,500 10 10 Cash 19-Dec-11

1-Mar-12 149,975 10 10 Cash 1-Mar-12

22-Mar-12 -23,387 10 10 Cash 22-Mar-12

73

22-Mar-12 -70,000 10 10 Cash 22-Mar-12

5-May-14 8,384 10 10 Bonus Share 5-May-14

17-Sep-15 11,179 10 25 Cash 17-Sep-15

Total 187,251

Dr. Nasir Uddin Ahmed,

Sponsor

Ordinary share


1-Jun-90 4,250 100 100 Cash 1-Jun-90

24-May-07 5,000 100 100 Cash 24-May-07


1-Mar-12 167,532 10 10 Cash 1-Mar-12


17-Sep-15 19,169 10 25 Cash 17-Sep-15

Total 321,078

Mr. Nazmul Huda

Chowdhury,

Sponsor

Ordinary share


1-Jun-90 4,250 100 100 Cash 1-Jun-90

24-May-07 5,000 100 100 24-May-07

31-Jul-07 -1,000

100 100 Cash 31-Jul-07

-1,000

-1,000

-1,000

-1,000


19-Dec-11 12,540 10 10 Cash 19-Dec-11

1-Mar-12 127,466 10 10 Cash 1-Mar-12

22-Mar-12 -5,000 10 10 Cash 22-Mar-12


17-Sep-15 13,000 10 25 Cash 17-Sep-15

Total 217,756

Mr. Md Nasir uddin

Choudhury, Sponsor

Ordinary share


1-Jun-90 9,250 100 100 Cash 1-Jun-90


19-Dec-11 150,140 10 10 Cash 19-Dec-11

1-Mar-12 370,207 10 10 Cash 1-Mar-12


17-Sep-15 42,689 10 25 Cash 17-Sep-15

Total 715,053

Mrs Nazmin Shawkat Ali,

Sponsor Director

Ordinary share

1-Jun-87 750 100 100 Cash 1-Jun-87 5.46% [●] 3 years Nil

- 1-Jun-90 14,250 100 100 Cash 1-Jun-90

24-May-07 25,000 100 100 Cash 24-May-07


19-Dec-11 600,580 10 10 Cash 19-Dec-11

74

1-Mar-12 1,513,745 10 10 Cash 1-Mar-12

22-Mar-12 -893,135 10 10 Cash 22-Mar-12


17-Sep-15 -80,000 10 10 Cash 17-Sep-15

17-Sep-15 108,329 10 25 Cash 17-Sep-15

Total 1,814,579

Dr. Muhammad Raushan Ali,

Sponsor

Ordinary share


1-Jun-90 5,000 100 100 Cash 1-Jun-90

24-May-07 10,500 100 100 Cash 24-May-07

31-Jul-07 -5,000 100 10 Cash 31-Jul-07

-5,000 100 10 Cash


19-Dec-11 152,620 10 10 Cash 19-Dec-11

1-Mar-12 428,760 10 10 Cash 1-Mar-12

22-Mar-12 -30,000

10 10 Cash 1-Mar-12

-10,000

-50,000

-30,000

-50,000


17-Sep-15 34,225 10 25 Cash 17-Sep-15

13-Apr-17 -2,000 10 10 Transfer 13-Apr-17

Total 539,774

Dr. Rashidul Hyder, Sponsor

Ordinary share


1-Jun-90 4,500 100 100 Cash 1-Jun-90


19-Dec-11 50,000 10 10 Cash 19-Dec-11

1-Mar-12 154,033 10 10 Cash 1-Mar-12


7-Mar-15 -100,000 10 10 Cash 7-Mar-15

-50,000

-50,000

-50,000

Total 27,235

Dr. Shafiqul Huda

Chowdhury,

Sponsor

Ordinary share


1-Jun-90 4,300 100 100 Cash 1-Jun-90


1-Mar-12 81,804 10 10 Cash 1-Mar-12


17-Sep-15 9,494 10 25 Cash 17-Sep-15

75

Total 159,018

Dr. Mohd. Shafiullah,

Sponsor

Ordinary share


1-Jun-90 3,300 100 100 Cash 1-Jun-90

24-May-07 4,000 100 100 Cash 24-May-07


19-Dec-11 80,500 10 10 Cash 19-Dec-11

1-Mar-12 201,789 10 10 Cash 1-Mar-12


17-Sep-15 25,259 10 25 Cash 17-Sep-15

Total 423,093

Mr. Mohd. Shawkat Ali,

Sponsor Director

Ordinary share


1-Jun-90 14,250 100 100 Cash 1-Jun-90

24-May-07 15,000 100 100 Cash 24-May-07

31-Jul-07 -15,000 100 100 Cash 31-Jul-07


19-Dec-11 225,220 10 10 Cash 19-Dec-11

1-Mar-12 552,552 10 10 Cash 1-Mar-12


17-Sep-15 63,850 10 25 Cash 17-Sep-15

Total 1,069,511

Mr. A.Z. Mohammad

Hossain,

Sponsor

Ordinary share

1-Jun-87 500 100 100 Cash 1-Jun-87 0% [●] 3 years Nil -

1-Jun-90 9,500 100 100 Cash 1-Jun-90

20-May-05 -2,500 100 100 Cash 20-May-05

-2,500 100 100 Cash

-5,000 100 100 Cash

Total 0

Mr. Abdus Salam,

Sponsor

Ordinary share

1-Jun-87 750 100 100 Cash 1-Jun-87 0%

[●]

3 years

Nil

- 30-May-88 -750 100 100 Cash 30-May-88

Total 0

Mr. Md. Anwarul Haque,

Sponsor

Ordinary share

1-Jun-87 750 100 100 Cash 1-Jun-87 0%

[●]

3 years

Nil

-

1-Jun-90 9,250 100 100 Cash 1-Jun-90

14-Feb-04 -5,000 100 10 Cash

-5,000 100 10 Cash

Total 0

Mr. Faruk Ahmed

Chowdhury,

Sponsor

Ordinary share


1-Jun-90 9,500 100 100 Cash 1-Jun-90

14-Feb-04 -5,500 100 100 Cash 14-Feb-04

-3,000

-1,500

76

Total 0

Mr. Md. Golam

Mostafa,

Sponsor

Ordinary share


1-Jun-90 4,300 100 100 Cash 1-Jun-90

24-May-07 7,050 100 100 Cash 24-May-07


1-Mar-12 20,242 10 10 Cash 1-Mar-12

19-Jul-12 -20,680 10 10 Cash 19-Jul-12

-72,381

-72,381

Total 0

Al-Haj A.M. Idris Ali,

Sponsor

Ordinary share


1-Jun-90 9,500 100 100 Cash 1-Jun-90

25-Sep-10 -1,250 100 100 Cash 25-Sep-10

-2,917

-1,458

-2,917

-1,458

Total 0

Mr. Nasir Uddin Ahmed Chowdhury,

Sponsor

Ordinary share


30-May-88 -500 100 100 Cash 30-May-88

Total 0

Mr. Rashid Ahmed,

Sponsor

Ordinary share


30-May-88 -750 100 100 Cash 30-May-88

Total 0

Mr. Sarqum Ali, Sponsor

Ordinary share


30-May-88 -500 100 100 Cash 30-May-88

Total 0

Mr. Safat Ahmed

Chowdhury, Sponsor

Ordinary share


1-Jun-90 4,300 100 100 Cash 1-Jun-90

14-Feb-04 -5,050 100 100 Cash 14-Feb-04

Total 0

Mr. Md. Syedul Islam,

Sponsor

Ordinary share


1-Jun-90 4,500 100 100 Cash 1-Jun-90

20-May-05 -200 100 100 Cash 20-May-05

24-May-07 9,950 100 100 Cash 24-May-07

31-Jul-07 -5,000 100 100 Cash 31-Jul-07

77


19-Dec-11 150,140 10 10 Cash 19-Dec-11

1-Mar-12 451,743 10 10 Cash 1-Mar-12

30-Sep-12 10,000

10 10 Cash

30-Sep-12

20-Jul-13 70,000 20-Jul-13

100,000


11-Feb-14 -225,472

10 10 Cash 11-Feb-14

-225,471

-112,735

-112,735

-112,735

-112,735

11-Aug-14 -11,273 10 10 Cash 11-Aug-14

-11,273

-5,637

-5,637

-5,637

-5,637

Total 0

Mr. Nurul Huda, Director

Ordinary share

14-Feb-04 5,000 100 100 Cash 14-Feb-04 4.37% [●] 3 years Nil -

24- May -07 18,000 100 100 Cash 24- May -07

31-Jul-07 -1,000 100 100 Transfers 31-Jul-07

15–Dec-11 44,000 10 10 Bonus share 15–Dec-11

19–Dec-11 330,320 10 10 Cash 19–Dec-11

01-Mar-12 907,819 10 10 Cash 01-Mar-12

30 Sep-12 -120,000 10 10 Transfers 30 Sep-12

07-Oct-13 -35,000 10 10 Transfers 07-Oct-13


17-Sep-15 40,671 10 25 Cash 17-Sep-15

07-Mar-15 -2,139 10 10 Transfers 07-Mar-15

Total 1,453,028

Mr. Md. Obiydur Rahman, Director

Ordinary share

22-Mar-12 506,865 10 10 Acquired

22-Mar-12 5.51% [●] 3 years Nil -

22-Mar-12 893,135 10 10 22-Mar-12

5-May- 14 70,000 10 10 Bonus share 5-May- 14

17-Jun-15

-5,000 10 10

Transferred 17-Jun-15 -5,000 10 10

-5,000 10 10

-5,000 10 10

78

17-Sep-15 189,527 10 25 Cash 17-Sep-15

17-Sep-15

30,000 10 10

Acquired 17-Sep-15 80,000 10 10

80,000 10 10

Total 1,829,527

Mr. Mizanur Rahman Sarkar, Director

Ordinary share

22-Mar-12 615,743 10 10 Acquired 22-Mar-12 3.20% [●] 3 years Nil -


27-Jun-15 35,087 10 10

Cash 27-Jun-15 280,000 10 10

17-Sep-15 41,048 10 25 17-Sep-15

12-May -19 60,000 10 10 Acquired 12-May -19

Total 1,062,665

Mr. Khawja Shafiqur Rahman, Sponsor

Ordinary share


1-Jun-90 1,750 100 100 Cash 1-Jun-90

14-Feb-04 -2,250 100 100 Cash

14-Feb-04

Total 0

79

(xi)The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified securities purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within six months immediate preceding the date of filing the red-herring prospectus or prospectus or information memorandum;

There are no transactions in the Ordinary shares during the past six months, which have been purchased or sold or otherwise transferred by the sponsors, directors and their related parties of the Company.

(xii)The name and address of any person who owns, beneficially or of record, 5% or more of the securities of the issuer, indicating the amount of securities owned, whether they are owned beneficially or of record, and the percentage of the securities represented by such ownership including number of equity shares which they would be entitled to upon exercise of warrant, option or right to convert any convertible instrument;

Sl. Name of the Shareholders Address No. of shares

owned % of securities

owned Types of

ownership


Road No-5, House No- 170, Mirpure D.O.H.S, Dhaka-1216

1,814,579 5.46%

Sponsor Director

2 Mr. Obiydur Rahman

House- 21, Road- 16,

Block- C, Section- 12

Pallabi, Dhaka-1216

1,829,527 5.51% Shareholder

Director

There is no entitlement of ordinary shares upon exercise of warrant, option or right to convert any convertible instrument till finalization of red-herring prospectus.

(xiii)The number of securities of the issuer owned by each of the top ten salaried officers, and all other officers or employees as group, indicating the percentage of outstanding shares represented by the securities owned.

No share or security is held by any officer of the Company except the following:

Sl. Name of top salaried

officers Position No. of shares

% of shareholding

Pre IPO Post IPO



1,305,000 3.93% [●]

No other officers as a group held any securities of the Company apart from the table mentioned above.

80

(d) Description of Business:

(i) The date on which the issuer company was incorporated and the date on which it commenced operations

and the nature of the business which the company and its subsidiaries are engaged in or propose to engage in;

Delta Hospital Limited formerly known as Delta Medical Centre Limited was incorporated with Register of Joint Stock Companies and Firms (RJSC) in Bangladesh on 4 June 1987 under the Companies Act, 1994 bearing registration no. C-16485(471)/87 as a public limited Company by shares and started its commercial operation on 1989. Subsequently, the name of Company has been changed from Delta Medical Centre Limited to Delta Hospital Limited on 24 April 2007. The main activities of the Company are to set up and establish medical college, clinics, hospitals, dispensaries and extend facilities of investigation and treatment including cancer, medical, surgical, gynecology, obstetrics, pediatrics, orthopedic.

The Company has neitherany subsidiary noroperated under any holding Company. (ii) Location of the project;

The project is situated at 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216 (iii) Plant, machinery, technology, process, etc.

Plant Delta Hospital Limited is a multidisciplinary private hospital in the spatiality in cancer detection & treatment is the pioneer organization for cancer diagnosis, treatment and management in the private sector in Bangladesh. It has been providing full range of radiation therapy and has a close working relationship with consultants, surgeon, medical oncologist & other physicians. Using state-of-the-art technology our specialists are able to provide the best possible radiation therapy at our centers. Our radiation oncologists participate actively in international meetings and conferences on radiation therapy and are experts in their areas of specialization to ensure that our patients get the best and most appropriate care, a team of cancer specialists using multidisciplinary approach manages all patients. Machinery Delta Hospital Limited use most modern technology in its medical treatment. Some important machineryis as follows: Dual energy linear accelerator

Machine generate high energy X –rays and Electrons from accelerator, Linac are being used in the treatment of Cancer Cobalt60 A radioactive isotope, 60CO, emits high-energy gamma radiation for cancer treatments, both palliative and curative, as required by the oncologists. Digital simulator machine Radiation therapy planning, at the disease, is carried out by a simulator.

81

CT scanner & simulator Imagine study using X-rays and a computer assisted tomography scan to show detailed picture of anatomy. HDR – Brachytherapy machine Brachytherapy, short range therapy, to treat cervical interstitial, esophageal and interluminal cancers for men and women, in inaccessible sites, which is unreachable by any external radiation. It is a very high dose therapy involving shortest delivery time. Machinery in pathology Lab

1. Floor top frozen section machine 2. Cyto centrifuge Machine 3. Tissue processor 4. Tissue embedding machine 5. Tissue frozzing machine 6. Microtome 7. Hot Air Oven 8. Incubator 9. Immulite-1000 10. Dimension RXL Max 11. Cobas C311 12. Cobas E411 13. Sysmax, cell counter- XT 2000 i 14. Triangular Microscope

82

Lists of Machinery

Sl Name of the machinery Nos. of Mach.

Total Purchase price including installation and other cost (Tk.)

WDV as on 30 June 2019 (Tk.)

1 Lift 1 1,500,000 496,985

2 DIESEL GENERATOR 1 4,042,852 -

3 Distill water plant 1 115,000 58,901

4 Vacuum Unit 1 225,000 -

5 Microscope-OLIMPUS-CH-2 1 80,000 -

6 Anesthesia Machine 1 500,000 -

7 VENTILATOR 1 1,837,978 -

8 Wax dispenser 1 65,200 -

9 Cobalt 60 Theletherapy, 1 30,083,480 7,635,130

10 Microscope-OLIMPUS-CX 21 1 90,000 -

11 Frozen Machine 1 550,000 89,222

12 SUCCER MACHINE 10 150,000 26,098

13 Linear Accelerator MODEL :DMX 1 70,483,437 17,473,792

14 Diathermy Machine 1 450,000 121,933

15 VENTILATOR 1 3,129,644 684,800

16 Medical Gas line System - 2,728,050 1,609,363

83

17 Lift 1 2,550,000 1,250,335

18 Electro light Analyzer 1 300,000 61,449

19 Air Condition Machine 100 6,000,000 1,264,932

20 Hot Air Woven 1 250,000 53,482

21 Cobalt 60 Source Head, Model :ALOYON II , 1 17,550,996 3,793,612

22 Hot Air Woven 1 500,000 109,295

23 ECG MACHINE 4 450,000 105,056

24 VIEW BOX 25 275,000 66,886

25 Syringe Pump 1 653,000 158,969

26 NEBULIZER 15 220,000 53,606

27 WEIGHT MACHINE 15 35,000 8,746

28 OT TABLE 7 5,100,000 2,989,712

29 Cell Counter 1 400,000 100,928

30 MICROSCOPE 12 1,010,000 258,654

31 Diagnostic Ultrasound System 1 4,517,503 1,157,904

32 ALCYON II Cobalt 60 Model :ALCYON II 1 29,251,687 8,732,123

33 X-RAY MACHINE 2 3,000,000 773,605

84

34 HDR Brachytherapy 1 19,524,328 5,879,371

35 Incubator 1 400,000 103,946

36 Bio-Chemistry Analyzer-BTS 1 265,000 69,394

37 CT Scan Simulator 1 21,084,261 5,930,867

38 Frozen Machine 1 300,000 79,624

39 Online Ups 1 1,222,454 335,850

40 Infusion Pump 1 194,000 53,815

41 Patient Positioning device Parts - 2,135,433 613,214

42 AUTOMATED CLINICAL BIO-CHESMISTRY ANALYZER -3 Pcs

3 9,600,000 3,313,011

43 SUCCER MACHINE 10 180,000 55,484

44 X-Ray Machine 1 1,400,000 436,512

45 BLOOD GAS ANALYZER 4 2,150,000 675,129

46 Autoclave Machine 1 500,000 158,893

47 TISSUE PROCESSOR MACHINE 5 3,500,000 1,126,233

48 MONITOR 6 1,500,000 496,319

49 SYRING PAMP 12 1,030,000 340,806

50 ESR ANALYZER 4 1,050,000 347,423

51 ROLLER MIXER 2 215,000 72,236

52 PULSE OXIMETER 12 180,000 61,196

53 ANESTHESIA MACHINE 2 1,250,000 429,411

54 INFUSION PUMP 8 910,000 314,833


85


57 Tissue Process-Cetadel -2000 1 650,000 232,237

58 SPOT LAMP 3 410,000 146,761

59 Operating Microscope MODEL:OM 10 Zoom 1 610,000 218,622

60 ENT LASER MACHINE-2 Pcs 2 5,200,000 1,897,131

61 USG Machine -B &W ALOKA- 1 800,000 292,221

62 ACUITY Simulator 1 30,968,750 12,980,271

63 Immobilization device Parts - 1,573,493 579,300

64 Surgical microscope 1 1,569,679 585,559

65 ABG Machine 1 650,000 243,488

66 Microscope-OLIMPUS-BX 51 1 850,491 324,254

67 Electric Ceiling Fan 227 385,900 149,010

68 Microtome 1 687,790 266,344

69 DEFEBRILATOR 3 990,000 384,033

70 Microscope-OLIMPUS-BH-2 1 350,000 136,158

71 Parts of Radiotherapy - 1,850,350 738,305

72 Microscope-OLIMPUS-CH-2 1 150,000 60,384

73 VOLTAGE ESTABLIZER 12 1,080,000 438,119

74 Microscope-OLIMPUS- Nikon 1 140,000 57,104

75 SLIP LAMP 2 820,000 337,923

76 LED O.T LIGHT 4 4,280,000 1,799,887

86

77 IMMUNIO CHEMISTRY ANALYZER 3 8,400,000 3,621,965

78 Endoscopy 1 2,250,000 976,660

79 Anesthesia machine with ventilator 1 1,810,422 795,093

80 Bio-Chemistry Analyzer- 1 200,000 89,211

81 Fridge 8 200,000 89,433

82 Upgrade to PVI & IMRT(Model DMX) 1 15,482,724 7,733,323

83 Diathermy Machine 1 520,000 232,641

84 Puls Oximiter 1 100,000 45,915

85 Tissue Embedding Machine 1 1,089,037 501,963

86 DISPOSABLE NEEDLE DESTROYER 2 160,000 74,280

87 Daily QA3 1 918,786 426,956

88 Starlet Protable Cryostat 1 978,873 458,354

89 ROLLER MIXER 2 215,000 101,102

90 Accessories of Cobalt 60 - 242,970 114,740

91 Fridge 5 150,000 71,469

92 Cobalt 60 Source 1 65,083,814 32,541,968

93 AUTO CLAVE 10 580,000 285,999

94 RF DRIVER 2 5,816,900 2,868,321

95 ELECTRO SURGICAL GENERATOR 2 865,000 428,644

96 SUCCER MACHINE 10 195,000 97,150

87

97 EBG MACHINE - 850,000 424,795

98 Tissue Processor 1 400,000 201,324

99 Pulse Oximiter 1 100,000 51,352

100 SEMI CELL COUNTER MACHINE -4 4 2,550,000 1,313,432

101 BIO-CHEMISTRY ANALYZER MACHINE -4 Pcs

4 11,000,000 5,665,784

102 Eliza Plate Reader 1 290,000 150,658

103 ESR ANALYZER 2 520,000 278,454

104 MONITOR 3 880,000 474,744

105 FLEXIBLE LARYNGO FIBERSCOPE 2 1,500,000 830,527

106 SENTIFUZE MACHINE 4 3,180,000 1,763,541

107 ELECTRONICS BALANCE 2 1,200,000 669,482

108 SYRINGE PUMP 10 890,000 505,420

109 WEIGHT MACHINE 5 18,000 10,238

110 BLOOD GAS ANALYZER 2 1,075,000 612,626

111 EMBEDDING MACHINE 4 4,080,000 2,333,279

112 WATER BATH 4 540,000 309,176

113 SUCKER MACHINE 10 200,000 114,776

114 X-RAY MACHINE 1 1,500,000 861,152

115 INFUSION PAMP 4 466,000 274,150

116 TISSUE PROCESSOR MACHINE 3 2,200,000 1,323,562

117 ANESTHESIA MACHINE 2 1,310,000 760,794

118 COAGULATOR MACHINE 2 480,000 314,449

119 DIATHERMIA 4 800,000 497,806

120 ECO MACHINE 1 270,000 155,007

121 CONCEPT TOUCH EYE MACHINE 2 2,700,000 1,550,074

88

122 CENTRAL OXYGEN SYSTEM 1 6,528,100 3,747,791

123 SIMULATOR HAND PATIENT MACHINE 2 1,420,000 815,224

124 ENT ENDOVISION DIGITAL SINGLE CAMERA

1 4,450,000 2,858,912

125 ENDOSCOPY MACHINE 1 3,365,000 2,232,793

126 MYTHIC 3 400,000 229,641

127 INCUBATOR (B) 6 6,950,000 4,279,962

128 AUTOCLAVE 10 909,000 521,858

129 STERILIZER MACHINE 6 360,000 206,676

130 HOT AIR OVEN 5 2,900,000 1,762,715

131 PARAFIN HEATTER 4 165,000 94,727

132 ROTETOR 3 215,000 123,432

133 SYSMAX 2 7,200,000 4,390,777

134 PLATELET APHAERESI 2 5,900,000 3,732,857

135 HELENA 5 300,000 188,808

136 MICROTOM 5 3,247,500 2,193,744

137 LINAC PARTS - 900,000 523,482

138 VORTEX MIXTER 6 480,000 286,434

139 ELIZA PLATE READER 2 580,000 352,157

140 MICROPIPETTE 20 270,000 160,220

89

141 DISTILL WATER PLANT 2 280,000 190,015

142 FILAMENT POWER SUPPLY 1 210,000 130,441

143 FUMIGATE MACHINE SYSTEM 2 400,000 229,641

144 ELECTROSURGICAL MACHINE 1 55,000 31,612

145 MICRODERMAL ASION MACHINE 3 465,000 266,957

146 HOSPITAL BED 10 1,570,000 774,169

147 WATER FANTOM 6 340,000 195,194

148 GENERATOR 1 7592892 4,359,090

149 TRANSFORMER 630 KVA 1 1,875,000 1,076,440

150 PHYSIOTHERAPY INSTRUMENT 862,000 495,067

151 LIFT 1 2,675,000 1,391,469

152 PHOTOTHERAPY MACHINE 4 66,000 37,891

153 LAPAROSCOPY MACHINE 1 2,706,050 1,987,944

154 DOPPLER MACHINE 3 41,000 23,684

155 TYPE WRITER MACHINE 1 12,000 6,937

156 ONLINE UPS BATTERY FOR LINAC MACHINE

858,000 480,964

157 PABX Machine 1,050,000 517,756

158 USG Machine 1 3,693,000 2,793,214

159 BRACHY MACHINE PARTS 1 740,000 422,700

160 VIPER MACHINE 1 200,000 114,820

161 FROZEN MACHINE 1 1,580,000 949,857

162 NEBULIZER 15 240,000 138,317

163 VIEW BOX 10 110,000 64,079

90

164 SPARE PARTS FOR LINAC 3 5,760,000 3,432,092

165 ECG MACHINE 2 240,000 143,057

166 HOT WATER BATH 4 480,000 287,286

167 PATIENT ALIMENT LEASER 4 3,100,000 1,868,459

168 MICROSCOPE 10 7,820,000 4,754,988

169 SPOT LAMP 2 410,000 251,213

170 SUCKER MACHINE 7 191,500 118,397

171 PULSE OXIMETER 12 220,000 144,855

172 Linear Accelerator Clinac IX 1 153,818,171 111,870,456

173 Mammography Machine 1 4,343,375 3,069,933

174 FROZEN MACHINE 1 1,580,000 1,159,534

175 Diatherapy Machine 1 630,000 468,917

176 Dreger Anestisia Machine 1 1,751,087 1,312,293

177 OT Light & HD Cemera 1 1,421,407 1,065,226

178 Urology Machine 1 4,010,000 3,019,398

179 SUCCER MACHINE 2 38,000 28,908

180 Centrifuge Machine 1 240,000 184,707

181 Autoclave Machine 1 864,259 665,335

182 ETP 1 3,782,280 2,987,685

183 Sergical equipments

4,324,147 3,328,871

184 Water Purification Machine 1 160,000 125,126

91

185 DOPLER MACHINE 2 26,000 20,356

186 PHYSIOTHERAPY Instrument 1 15,800 12,412

187 Linac-1 Machine Spare Water

PumpSTB, 1 450,000 353,715

188 Blood Coll. Monitor 1 240,000 190,619

189 Blood Donation Lounge 1 370,000 293,870

190 ECG MACHINE 1 110,000 87,831

191 Whole Bloob Refrigerator 1 780,000 623,838

192 Electric Equipment 1,160,434 910,487

193 PULSE OXIMETER 4 271,500 218,891

194 Water Chemical Filter 1 1,280,000 1,046,900

195 Diesel Generator 1 4,850,794 3,967,418

196 Viedieo Endoscopy Machine 1 3,904,435 3,223,245

197 Vaccume Cleaner Machine 1 20,500 17,287

198 Photothreapy Machine 1 45,000 38,003

199 Roxita 500Sr Floorstanding Centifuge Machine.(Blood Bank)

1 1,986,792 1,752,840

200 Platilate Incubator(Blood Bank) 1 764,151 674,170

201 CPU Board Including RAM Endoscopy Machine

615,000 543,492

202 Surgical Equipment 902,014 797,133

203 ECG MACHINE 1 100,000 88,496

204 DH4 Plasma Thawer Machine(BloodBank) 1 604,800 535,223

205 Colour STN LCD Monitor 1 152,000 120,834

92

206 AC 10 2,383,180 2,038,500

207 PULSE OXIMETER 10 100,000 89,260

208 Baby Incubator Machine 1 432,000 385,604

209 Hemotek-2Ele. BC Monitor(Blood Bank) 248,400 221,723

210 Uroflowmentry Machine 1 490,000 437,375

211 Water Pump STB, 1,050,000 898,138

212 Syringe Pump 2 176,000 158,400

213 Infusion Pump 2 315,000 283,500

214 Linac-2 Spare Parts 922,500 796,358

215 USG Machine 1 3,287,181 2,712,870

216 ECHO Machine 1 2,800,193 2,395,201

217 Electric Equipment 138,434 118,412

218 Medical Gas Pipe Line ICU 657,950 572,525

219 Plazma Extractor Machine(Blood Bank) 1 295,920 259,761

220 Optical Fibre Microscope 1 164,000 143,961

221 TV 1 24,505 22,263

222 Microtom Machine, Spin Tissue Processor, Grossing Station

3 2,997,500 2,822,577

223 Surgical Equipment 936,633 934,067

224 ECG Machine, Patient Monitor, DC Servo Motor

5,866,846 5,839,521

225 Pulse Oximeter, Suction Machine, Pulse Oximeter (Korea)

330,000 329,096

226 Low Temperature Freezer 1 2,616,000 2,410,304

227 ECG MACHINE 5 530,600 528,129

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228 Doplar Machine, Diathreamy Machine, Pulse Oximeter

267,000 243,665

229 Monitor 4 40,350 37,199

230 Computer Server, Computer Software, Printer 1 790,000 753,638

231 Printer, UPS, 6 88,600 87,556

232 Telephone Set 20 28,600 26,367

233 TV, Mobile 5 201,227 194,832

234 CCTV Camera 20 115,000 114,685

235 Computer, Monitor, Router 1 47,530 45,551

236 Computer 1 51,000 46,641

237 UPS, Rechargeable Sealed Lead Acid Battery, 1 431,743 390,934

238 Water Motor 1 57,000 52,268

239 UPS 1 26,000 23,948

240 UPS 1 23,000 21,280

241 Digital Floor Display Monitor 1 157,000 154,161

242 Solar PV Module 1 75,000 73,747

243 Freeze 1 66,000 65,241

244 De-Humidifier 1 66,000 65,241

94

245 Anaesthesia Machine With Ventilator 1 4,136,680 4,018,813

246 Diathermy Machine 2 1,175,688 1,170,212

247 Horizontal Type Autoclave Machine 1 1,068,200 1,054,738

248 Operation Theater Table, Syringe Pump, 1 5,995,650 5,915,160

249 Syringe Pump

5 440,000 439,397

250 AC 12 1,716,250 1,665,938

793,626,864 409,563,478

List of Machineries & Equipment added during the year 30 June 2019

Sl Name of the machinery Seller name & address Amount in Tk.

1 TV

Transcom Electronics Ltd, 17, Darus Salam Road, Mirpur-1, Dhaka-1216. 24,505

2

Microtom Machine, Spin Tissue Processor, Grossing Station

Daffodil Medi-World, 206/1 Gha, Ahmed Nagar, Paik Para, Mirpur-1, Dhaka-1216 2,997,500

3 Surgical Equipment

Continental Surgical, BMA Bhaban, 15/2 Topkhana Road, Dhaka-1000. 936,633

4

ECG Machine, Patient Monitor, DC Servo Motor

Projukti International, 67/F, Green Road (First Floor), Dhaka-1205 5,866,846

5

Pulse Oximeter, Suction Machine, Pulse Oximeter (Korea)

Pantech Enterprise Pvt. Ltd., Aziz Super Market (1st Floor), Room-110, Shahbagh, Dhaka 330,000

6 Low Temperature Freezer

Technoworth Associaaaates Ltd., 78, Motijheel C/A 1st Floor North Side, Dhaka-1000. 2,616,000

7 ECG MACHINE

Phulhar & Company, 379, East Rampura (1st Floor), Dhaka-1219. 530,600

8

Doplar Machine, Diathreamy Machine, Pulse Oximeter

Moon E Meen Ltd, 17/2 (3rd Floor), Topkhana Road, Dhaka- 1000, Bangladesh. 267,000

9 Monitor

Computer Village, 95 New Elephant Road, City Super Market (1st Floor), Dhaka-1205 40,350

10

Computer Server, Computer Software, Printer

Global Brand Pvt. Ltd., 19/2, West Panthapath Dhanmondi, Dhaka-1205 790,000

11 Printer, UPS, Flora Ltd., 108, New Elephant Road, Dhaka-1205. 88,600

12 Telephone Set

Telecom Technology, B29/A (3rd) Floor, Malibagh Chowdhuripara, Dhaka-1217 28,600

13 TV, Mobile

Transcom Digital, 17, Darus Salam Road, Mirpur-1, Dhaka-1216. 201,227

14 CCTV Camera

Integrated Engineering Solution, 10, Muktobangla Shopping Complex (4th Floor), Mirpur-1, Dhaka-1216 115,000

95

15 Computer, Monitor, Router

Confident Computer, Capital Tower, Shop No 1-3, 3rd Floor, Darus Salam Rood, Dhaka-1216 47,530

16 Computer

Smart Technologies BD. Ltd., Yakub South Center, 156 Mirpur Road (2nd Floor), Lake Circus, Kalabagan, Dhaka-1205 51,000

17

UPS, Rechargeable Sealed Lead Acid Battery, M.M. Corporation, 21/1, Mukti Bhaban, Purana Paltan, Dhaka 431,743

18 Water Motor

Sigma Pumps Ltd., House # 24, Road # 18, Sector 3, Uttara, Dhaka-1230. 57,000

19 UPS

Astute Electronics, House # 10, Road # 1, B-A, Sec. 11, Mirpur, Dhaka 1216 26,000

20 UPS

Sysmark Ltd., 25 (2nd Floor), Lake Circus, Kalabagan, Dhanmondi, Dhaka-1205 23,000

21

Digital Floor Display Monitor

Unique Business System Ltd., Concord Modhumoti Plaza, Plot # 11 (4th & 6th Floor), Road # 11, Block # G, Banani, Dhaka-1213 157,000

22 Solar PV Module

Brothers Power Solution & Services, House: 33 (1st Floor), Middle Paikpara, Mirpur-1, Dhaka-1216 75,000

23 Freeze Victor International, Bhangabondu Stadium, Dhaka 1000 66,000

24 De-Humidifier

Shamrat Electronics, 46, Bangabandhu Stadium Market, Dhaka 1000 66,000

25

Anaesthesia Machine With Ventilator

City Electro-Medics Co., House # 1186 (1st Floor), Avenue # 1 (Old Road # 5), Mirpur DOHS, Dhaka-1216 4,136,680

26 Diathermy Machine

Sunny Trading Agency Pvt. Ltd., Suvastu Ittehad Square, 7th Floor, Suite # 7-A & 7-B, House # 11, Road # 5, Dhanmondi, Dhaka-1205 1,175,688

27

Horizontal Type Autoclave Machine

Life Source International, House # 105 (1st Floor), Barabagh (Behind the Mirpur-2 Police Station), Mirpur-2, Dhaka-1216 1,068,200

28

Operation Theater Table, Syringe Pump,

Precision Medical Resources, 8-A, Meherba Plaza, 33, Topkhana Road, Dhaka-1000 5,995,650

29 Syringe Pump

Unimed Ltd., 62/40, Metro Housing Main Road, Basilla, Mohammadpur, Dhaka-1207 440,000

30 AC

Auxiliary Refrigeration, Shatabdi Centre Suit- 2C, Level-3, Inner Circular Road Fakirapool, Motijheel, Dhaka-1000 1,716,250

30,365,602 Technology

Delta Hospital Limited offers the most advanced and comprehensive technology in the fight against cancer. DHL have advanced technological equipment of X-ray, E C G, Echocardiogram, Ultra sonogram, C T Scan department. The

most sophisticated technologies used for diagnosing cancer at Delta Hospital Limited. Using state- of- the-art equipment, DHL specialists are able to provide the best possible radiation therapy at our centers. Our Radiation Oncologists participate actively in international meetings and conferences on radiation therapy and are experts in their areas of specialization to ensure that patients get the best and most appropriate care. A team of cancer specialists using multidisciplinary approach manages all patients.

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1. Technology use in radiotherapy

Radiotherapy machines are most sophisticated & advanced technology, these are:

Sl. Name of Machine Technology Detail

3D CRT Linear Acceleration machine

Description of 3DCRT

Three-dimensional conformal radiotherapy (3DCRT) is a complex process that begins with the creation of individualized, 3D digital data sets of patient tumors and normal adjacent anatomy. These data sets are then used to generate 3D computer images and to develop complex plans to deliver highly "conformed" (focused) radiation while sparing normal adjacent tissue. Because higher doses of radiation can be delivered to cancer cells while significantly reducing the amount of radiation received by surrounding healthy tissues, the technique should increase the rate of tumor control while decreasing side effects.

3DCRT is used to treat tumors that in the past might have been considered too close to vital organs and structures for radiation therapy.

How does 3DCRT work?

3DCRT begins with a "virtual simulation" in which computed tomography (CT) scans of the region of interest are obtained. The virtual simulation creates a permanent digital file that can be accessed by the entire treatment planning group to develop multiple, individualized courses of therapy. Scanned images are then linked into treatment planning software that allows physicians to visualize the treatment area in three dimensions. With this capability, radiation beam direction and intensity can be selected to more precisely target the tumor while sparing surrounding tissue. Radiation therapy is delivered by medical linear accelerators, which use microwave energy to accelerate electrons to nearly the speed of light in a short distance. As they reach maximum speed, the electrons collide with a tungsten target, which in turn releases x-rays focused to the area of interest. As the radiation enters human tissue, it produces highly energized ions that are lethal to both normal and cancerous cells. Healthy cells can adapt over time, but cancer cells do not. Further, since tumor cells divide and reproduce more rapidly than normal cells, they become more sensitive. As a result, radiation therapy is given in multiple treatments rather than a single blockbuster dose. http://www.pamf.org/radonc/tech/3d.html

Cobalt-60 machine

Cobalt therapy or cobalt-60 therapy is the medical use of gamma rays from the radioisotopecobalt-60 to treat conditions such as cancer. Beginning in the 1950s cobalt-60 was widely used in external beam radiotherapy (teletherapy) machines, which produced a beam of gamma rays which was directed into the patient's body to kill tumor tissue. Because these "cobalt machines" were expensive and required specialist support, they were often housed in cobalt units. The role of the cobalt unit has partly been replaced by the linear

http://www.pamf.org/radonc/tech/3d.html

https://en.wikipedia.org/wiki/Gamma_ray

https://en.wikipedia.org/wiki/Radioisotope



https://en.wikipedia.org/wiki/Cancer

https://en.wikipedia.org/wiki/External_beam_radiotherapy



https://en.wikipedia.org/wiki/Linear_accelerator

https://en.wikipedia.org/wiki/Linear_accelerator

97

accelerator, which can generate higher-energy radiation, and does not produce the radioactive waste that radioisotopes do with their attendant disposal problems. The machinery is relatively reliable and simple to maintain compared to the modern linear accelerator. Source: https://en.wikipedia.org/wiki/Cobalt_therapy

Brachytherapy HDR (High does rate) machine

High Dose Rate (HDR) uses a higher strength radioactive source contained within an afterloader device. The afterloader delivers the source for a brief period of time to catheters, needles, or other appliances placed in the tumor site. Per treatment, HDR is much shorter procedure (minutes vs. days) than LDR but it does require multiple treatments. Other brachytherapy techniques include Pulse Dose Rate (PDR) and Image Guided Brachytherapy (IGBT).

In brachytherapy, radiation falls off very rapidly from the target area easily accomplishing this objective.

The oldest form of radiotherapy, brachytherapy now uses the latest in computer and radioactive source technology. Image guided brachytherapy (IGBT) combines advanced imaging techniques with advanced brachytherapy procedures allowing doctors to treat patients quickly and precisely.

Source: https://www.varian.com/oncology/solutions/brachytherapy

Simulator &CT Simulator

Computed tomography (CT) simulation, or a CT scan, features a state of the art scanner that can capture images of every curve and angle of a patient's body. Tumor are accurately outlined in the scan. The simulation process can last anywhere from 10-60 minutes. CT simulator system offers high-resolution imaging and short examination time The radiation therapist may use special pads, body molds or other devices to help hold your body comfortably in the proper position.

After your radiation oncologist locates the exact area to be treated, your skin may be marked with several small tattoos, each the size of a freckle. These tiny, permanent dots will be used to make sure you are accurately positioned at each treatment session.

Source: http://radiationoncology.emory.edu/patients/treatments/ct_simulation.

Technology use in diagonostic process in Delta Hospital Limited

DHL uses most sophisticated & advanced technology in its diagonostic process. The following machines are using in the diagonostic process:

4D Ultrasound

Endoscopy

CT Scan

Digital X-ray

ECG

Echo-cardiogram

Mammogram

https://en.wikipedia.org/wiki/Radioactive_waste


https://en.wikipedia.org/wiki/Linear_particle_accelerator#Medical_linacs

https://www.varian.com/oncology/solutions/brachytherapy

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Sl. Name of Machine Technology Detail

4D Ultrasound

A 4D ultrasound test is a way of reproducing a moving image of baby inside womb. The 4D ultrasound uses sound waves to create this moving image. It creates an effect that is similar to watching a live video. Using this technology, you can see what your baby is doing at that moment inside your womb.

The 4D ultrasound is done in a way that is very similar to other ultrasound procedures during pregnancy.

You will be asked to lie down on your back on the examination table.

A special gel will be applied on your belly by the medical technician.

This will help to carry the sound waves.

The technician will then hold a probe on your belly and move it in circular motions to get a good image.

How Does The 4D Ultrasound Work?

A device known as transducer is moved along your abdomen.

This will send the sound waves via abdomen and through uterus.

These sound waves will bounce off baby in the form of echoes.

The monitor will pick up these echo messages and translate them on to the screen.

As baby moves and kicks about, patient will be able to see the images on the ultrasound screen.

Source: http://www.momjunction.com/articles/what-is-a-4d-ultrasound-scan-how-it-works_00111724/

Endoscopy

Endoscopy is a nonsurgical procedure used to examine a person's digestive tract. Using an endoscope, a flexible tube with a light and camera attached to it, your doctor can view pictures of your digestive tract on a color TV monitor.

During an upper endoscopy, an endoscope is easily passed through the mouth and throat and into the esophagus, allowing the doctor to view the esophagus, stomach, and upper part of the small intestine.

Similarly, endoscopes can be passed into the large intestine (colon) through the rectum to examine this area of the intestine. This procedure is called sigmoidoscopy or colonoscopy depending on how far up the colon is examined.

A special form of endoscopy called endoscopic retrograde cholangiopancreaticography, or ERCP, allows pictures of the pancreas, gallbladder, and related structures to be taken. ERCP is also used for stent placement and biopsies.

Source: https://www.webmd.com/digestive-disorders/digestive-diseases-endoscopy#1

C T Scan CT, or CAT scans, are special X-ray tests that produce cross-sectional images of the body using X-rays and a computer. CT scans are also referred to as computerized axial

https://www.webmd.com/digestive-disorders/upper-endoscopy

https://www.webmd.com/oral-health/anatomy-of-the-mouth

https://www.webmd.com/digestive-disorders/picture-of-the-esophagus

https://www.webmd.com/digestive-disorders/picture-of-the-stomach

https://www.webmd.com/digestive-disorders/picture-of-the-colon

https://www.webmd.com/digestive-disorders/flexible-sigmoidoscopy

https://www.webmd.com/digestive-disorders/colonoscopy-overview

https://www.webmd.com/digestive-disorders/digestive-diseases-ercp

https://www.webmd.com/digestive-disorders/picture-of-the-pancreas

https://www.webmd.com/digestive-disorders/picture-of-the-gallbladder

https://www.webmd.com/digestive-disorders/digestive-diseases-endoscopy#1

https://www.emedicinehealth.com/understanding_x-xays/%7b1%7d.htm

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tomography.

CT scanners first began to be installed in 1974. CT scanners have vastly improved patient comfort because a scan can be done quickly. Improvements have led to higher-resolution images, which assist the doctor in making a diagnosis.

Source:

https://www.emedicinehealth.com/ct_scan/article_em.htm#what_is_a_ct_scan

Digital X-ray

Digital radiography is a form of X-ray imaging, where digital X-ray sensors are used instead of traditional photographic film. Advantages include time efficiency through bypassing chemical processing and the ability to digitally transfer and enhance images.

Digital x-rays have two distinct advantages: They use much lower radiation, this means you are exposed to less radiation, and they can be manipulated using software on a computer.

Source: https://en.wikipedia.org/wiki/Digital_radiography

ECG The electrocardiogram (ECG or EKG) is a diagnostic tool that is routinely used to assess the electrical and muscular functions of the heart. The heart is a two stage electrical pump and the heart's electrical activity can be measured by electrodes placed on the skin. The electrocardiogram can measure the rate and rhythm of the heartbeat, as well as provide indirect evidence of blood flow to the heart muscle. A standardized system has been developed for the electrode placement for a routine ECG. Ten electrodes are needed to produce 12 electrical views of the heart. An electrode lead, or patch, is placed on each arm and leg and six are placed across the chest wall. The signals received from each electrode are recorded. The printed view of these recordings is the electrocardiogram. By comparison, a heart monitor requires only three electrode leads – one each on the right arm, left arm, and left chest. It only measures the rate and rhythm of the heartbeat. This kind of monitoring does not constitute a complete ECG.

Source: https://www.emedicinehealth.com/electrocardiogram_

Echo-cardiogram

An echocardiogram, or "echo", is a scan used to look at the heart and nearby blood vessels. It's a type of ultrasound scan, which means a small probe is used to send out high-frequency sound waves that create echoes when they bounce off different parts of the body. These echoes are picked up by the probe and turned into a moving image that's displayed on a monitor while the scan is carried out. An echocardiogram can help detect:

damage from a heart attack – where the supply of blood to the heart was suddenly blocked

heart failure – where the heart fails to pump enough blood around the body at the right pressure

congenital heart disease – birth defects that affect the normal workings of the heart

problems with the heart valves – problems affecting the valves that control the flow of blood within the heart

cardiomyopathy – where the heart walls become thickened or enlarged

endocarditis – an infection of the heart valves Source: https://www.nhs.uk/conditions/echocardiogram/

Mammogram Mammography is specialized medical imaging that uses a low-dose x-ray system to see inside the breasts. A mammography exam, called a mammogram, aids in the early detection and diagnosis of breast diseases in women.

https://www.emedicinehealth.com/ct_scan/article_em.htm#what_is_a_ct_scan

https://en.wikipedia.org/wiki/Digital_radiography

https://www.emedicinehealth.com/slideshow_pictures_visual_guide_to_heart_disease/article_em.htm

https://www.nhs.uk/conditions/ultrasound-scan/Pages/Introduction.aspx

https://www.nhs.uk/conditions/Heart-attack/Pages/Introduction.aspx

https://www.nhs.uk/conditions/Heart-failure/Pages/Introduction.aspx

https://www.nhs.uk/conditions/Congenital-heart-disease/Pages/Introduction.aspx

https://www.nhs.uk/conditions/cardiomyopathy/Pages/Introduction.aspx

https://www.nhs.uk/conditions/endocarditis/Pages/Introduction.aspx

https://www.radiologyinfo.org/en/glossary/glossary.cfm?gid=3

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Input

•Patients

•Doctors

•Medical Facilities

•Supplies

•Machine

Transformation Process

•Surgical procedures

•Administering medication

•Changes in the location of materials, information or customers

•Administering patients

Outputs

•Healthy people

•Death people

•Medical result

•Give medicine

•Patient satisfection

Feedback

•Is used to control the operations system

•Adjusting the inputs and transformation processess that are used to achieve desired outputs

•To improve their service

•To improve their facilities and performance

Three recent advances in mammography include digital mammography, computer-aided detection and breast tomosynthesis. Digital mammography, also called full-field digital mammography (FFDM), is a mammography system in which the x-ray film is replaced by electronics that convert x-rays into mammographic pictures of the breast. The patient‟s experience during a digital mammogram is similar to having a conventional film mammogram. Computer-aided detection (CAD) systems search digitized mammographic images for abnormal areas of density, mass, or calcification that may indicate the presence of cancer. The CAD system highlights these areas on the images, alerting the radiologist to carefully assess this area.

Source: https://www.radiologyinfo.org/en/info.cfm?pg=mammo

Process

From admission to discharge, patients have to go through streams of processes. However, these processes can be

streamlined for efficiency, the saving of time and, most importantly, patient satisfaction.

Here are some hospital workflow processes of Delta Hospital Limited:

1. Admission processes 2. Emergency room operations 3. Transfers to other hospitals 4. Medication processes 5. Medical documentation 6. Supply of drugs 7. Patient flow

Process flow diagram of Delta Hospital Limited is as follows:





https://www.radiologyinfo.org/en/info.cfm?pg=mammo

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(iv) Details of the major events in the history of the issuer, including details of capacity or facility creation, launching of plant, products, marketing, change in ownership and/or key management personnel etc;

Particulars Status

Date of incorporation 4 June 1987 as Public Limited Company

Date of Commencement of Business 4 June 1987

The Company started its

commercial operation

4 June 1989

Name of the Company has been

changed from Delta Medical Center

to Delta Hospital Limited

24 April 2007

Change of face value of share from

Tk. 100/- to Tk. 10/-

9 May 2011

Started of construction works of the

expansion project

June 2013

Capacity of the hospital Initially, the Company started with 100 beds which were gradually increased to 250 beds in 1994 and onward to 400 beds. The Company has future plan to increase its bed capacity up to 500 for which the Company already received license on 21 January 2016 from Directorate General of Health Service, Government of the Peoples Republic of Bangladesh.

Products General medical service specialization on oncology diagnosis &treatment

Marketing Arrange free medical campaign

Arrange in-house scientific seminar

Collaboration with Govt. and private organizations

-DHL has collaboration with BUET, Gono BishaBiddalya and German Society

of Radiation Physist.

Commercial advertisement

Website

Using social media

Changes in ownership Ownership had been changed for 13 sponsors and 01 Director through transfer

of shares/ succession certificate from time to time.

102

Changes in Key management

personnel

Changes in Board of Directors

Chairman

Mr. Shafat Ahmed Chowdhury was the founder Chairman of the Company. Later on, Dr. Syed Mukarram Ali was elected as Chairman of the Company in addition to his responsibility as Managing Director. In the year of 2016, Dr. Syed Mukarram Ali resigned from his position as Chairman and Mr. Mir Amjad Hossain was elected as Chairman of the Company. In the year of 2018, Mr. Mir Amjad Hossain resigned from his position as Chairman and Mr. Abu Saleh Abdul Muiz was elected as Chairman of the Companyas on 13 January 2018 Other Directors

Sl Name of Director Date of Appointment/Change

Status

1 Mr. Md. Syedul Islam 20/08/2013 Deceased

2 Mr. Syed Md. Abdul Mannan 11/02/2014 Resigned

2 Mrs. Rashida Islam 21/11/2017 Resigned

3 Mr. Mahmud Hassan 17/09/2015 Directorship ceased

23/4/2016 Appointed as Director

4 Mr. Nasir Uddin Choudhury 17/09/2015 Directorship ceased

5 Mrs. Farida R Ahmed 17/09/2015 Directorship

ceased

6 Dr. Muhammad Raushan Ali 17/09/2015 Directorship

ceased

7 Mr. Fahim Ahmed Faruk Chowdhury

17/09/2015 Directorship

ceased

8 Mr. Md. Abdur Rahim 17/09/2015 Directorship

ceased

9 Mr. Gias Uddin Chowdhury 17/09/2015 Directorship

ceased

10 Mrs. Mahbuba Zaki 17/09/2015 Directorship

ceased

11 Dr. Nasir Uddin Ahmed 17/09/2015 Directorship

ceased

12 Dr. Rashid Hyder 17/09/2015 Directorship

ceased

13 Dr. Syed Mukarram Ali 9/01/2016 Resigned from the post of chairman

103

14 Mr. Mir Amjad Hussain 9/01/2016 Appointed as a Chairman

15 Mr. Md. Obaidur Rahman 23/01/2016 Appointed as Director

16 Mr. Mizanur Rahman Sarker 23/01/2016 Appointed as Director

17 Mr. Kamran Idris Chowdhury 16/07/2016 Appointed as Independent Director

18 Mr. Kazi AT Manowar Uddin 16/07/2016 Appointed as Independent Director

15/07/2017 Deceased

19 Mr. Md. Nurul Islam 16/07/2016 Appointed as Independent Director

26/08/2017 Resigned

20 Mr. Shamim Jahangir Ahmed 26/08/2017 Appointed as Independent Director

21 Dr. Chowdhury Habibur rahman

26/08/2017 Appointed as Independent Director

22 Late A.Q.M Nurul Absar 07/05/2019 Vacant Directorship due to death

Changes in Management

Sl. Name

Position & department in the Company

Remarks

1. Mr. Md. Ziaul Islam

Company Secretary

Resigned on 8 August 2016 and released from 13 September 2016

2.

Mr. Al-Mamun Company Secretary

Appointed on 27 August 2016 and joined in the Company on 25 September 2016

3 Mr. Md. Ashraful Islam

Head of Internal Audit Resigned on 30 June 2016

4 Mr. Md. Abdul

Jalil ACMA Head of Internal Audit

Appointed on 27 August 2016 and joined in the Company on 25 September 2016

5 Dr. Sadiqur Rahman Malik

Head of Physics Resiged on 31 December 2017

6 Prof. Dr. Kazi Manzur Kader

Sr. Consultant & Head of Oncology Dept.

Appointed on 1 January 2018

104

(v) Principal products or services of the issuer and markets for such products or services. Past trends and

future prospects regarding exports (if applicable) and local market, demand and supply forecasts for the sector in which the product is included with source of data;

Principal products and services

Principal services of the Company areto provide general medical treatment especially for cancer patients. The

departmentsinclude:

Pathology – with frozen section facility Cytology including FNAC & immune histo chemistry Biochemistry Immunology Hematology Microbiology

Oncology

Medicine

Surgery

Gynaecology & OBS.

Pediatrics

Orthopedics

Ophthalmology

ENT

Nephrology

Urology

Physiotherapy

Radiology & Imaging

Intensive Care Unit(ICU)


The detail lists of services are as followings:

a. Medical services

Outdoor medical treatment with specialized doctors and consultants

Outdoor Patient Department (OPD)

Indoor Patient Department (IPD)

24 hours emergency medical services

Most up-to-date operation theater

b. Pathology services

Clinical pathology

Hematology

Bio chemistry

Microbiology

Cytology

FNAC

Histopathology & Cytopathology

Tumor marker

Frozen section biopsy

Chromosome study

Blood transfusion service

Immunology

Serology

Her-2

PR

ER

Hormone test

Histopathology samples are received through all over the country

106

c. Specialized oncology (cancer) treatment

Cancer detection and management

Radiotherapy

Chemotherapy

Cancer counseling

d. Radiotherapy machines

3D CRT linear acceleration machine

Cobalt 60 machine

Brachytherapy HDR machine

Simulator

CT simulator e. Imaging facilities

4D ultrasound

CT scan

Digital X-ray

ECG

Echocardiogram

Mammography

f. Indoor cabin and ward facilities are



VIP cabin

A/C cabin

Non - A/C cabin

A/C ward

Non - A/C ward

Four (4) OT facilities with modern equipments

Market for the products/services The Company provides general medical services especially for all types of patients including cancer treatment.The present health care market is expanding all over the country especially for cancer which is a common disease now a day‟s irrespective of age, race, religion and demographic area.Delta Hospital Limited offers its service to all types of patients throughout the country. Past trend and future prospects of export and local market

The Company provides medical services to the local market only.

107

(vi) If the issuer has more than one product or service, the relative contribution to sales and income of each

product or service that accounts for more than 10% of the company‟s total revenues; Break down of revenue which contributed for more than 10% of the Company‟s total revenue is as follows:

As on 30 June 2019

Sl. Particulars % of total revenue

1 Medicine & vaccination 28%

2 Pathology 17%

3 LINAC therapy 15%

4 Seat rent 12%

Total 72%

5 Others* (rounding figure) 28%

Total 100%

Note: Others income including the followings:

Sl Particulars %

1 OT, POC, Labour Charge- 1.27

2 Ultrasonogram- 1.70

3 Endoscopy- 0.26

4 X-Ray ECG & OPD 1.85

5 ECHO 0.49

6 Laparoscopy 0.03

7 Ambulance Service 0.23

8 Oxygen 0.44

9 Cesarean Items 0.77

10 Misc. Income 0.10

11 Memography 0.08

12 Physiotherapy Income 0.24

13 ICU 2.85

14 PCU 0.49

15 Planning 3.94

16 Radiotherapy 6.00

17 Professional Fees / Registration 2.25

18 Chemotherapy 2.72

19 Brachy Therapy 0.78

20 E.N.T. Examination-R 0.13

21 Skin Examination Fee-R 0.02

22 Eye-Examination-R 0.01

23 URO Examinaton-R 0.00

24 CT SCAN 1.49

Total 28%

108

(vii) Description of associates, subsidiary and holding company of the issuer and core areas of business

thereof;

The Company has no associate, subsidiary and holding Company. (viii) How the products or services are distributed with details of the distribution channel. Export possibilities

and export obligations, if any; The Company has been providing medical services to its patientsfrom its registered office situated at 26/2, Principal Abul Kashem (Formar Darus Salam) Road, Mirpur-1, Dhaka-1216. Apart from this the Company is also providing services from itsanother unit situated at Uttara. There are no export possibilities and export obligations in this respect.

(ix) Competitive conditions in business with names, percentage and volume of market shares of major

competitors;

The Company is providing mainly cancer treatment facilities and the demand for such kind of service is growing day by day but few private and public sectors has come up to provide services in this sector. The followings are some notable hospitals in bothpublic and private sectors which are providing similar facilities:

Sl. Sector Name of the major competitors

1 Private

(a) Square Hospital Limited

(b) United Hospital Limited

(c) Apollo Hospital Limited

(d) Khwaja Yunus Ali Medical College & Hospital

(e) Ahsania Mission Cancer Hospital

(f) Samorita Hospital Limited

(g) Universal Medical College Hospital (former Ayesha Memorial Hospital)

2 Public (a) National Institute of Cancer Research & Hospital

(b) Few other Govt. medical college & hospitals

As demand for cancer treatment is rising but a few hospitals are providing this facility. So demand for services of Delta Hospital Limited is always remain as it provides services at competitive price. Again there are no available data regarding percentage and volume of market share regarding cancer treatment facilities provided by the all hospital in this industry. So it would not be possible to disclose the market share of Delta Hospital in the industry.

(x) Sources and availability of raw materials, names and addresses of the principal suppliers and contingency

plan in case of any disruption;

Delta Hospital Limited is a service oriented Company so no raw materials are required but medicine and re-

agent, X-Ray film& chemicals and others hospital consumable items are required and procured from the

following suppliers:

109

Medicine

SI Name of suppliers Address

1 Healthcare Distribution Company 3/3-A East Rampura, Dhaka

2 ACI Limited House-1,Road-2,Block-G, Mirpur-1, Dhaka

3 Beximco Pharmaceuticals Ltd. 19, Dhanmondi R/A Road No-7 Dhaka

4 Incepta Pharmaceuticals Ltd. 40, Shahid Tajuddin Sharani, Tejgoan I/A,Dhaka

5 Square Pharmaceuticals Ltd. Square Center 48, Mohakhali C/A, Dhaka

6 Orion Infusions Ltd. 153-154,Tejgoan Industrial Area, Dhaka

7 Popular Pharmaceuticals Ltd. 17Sukrabad Seltech Panthokunjo,Dhaka

8 Beacon Pharmaceuticals Ltd. 153-154 Tejgoan I/A, Dhaka

9 Sanofi Bangladesh Limited 6/2/A Segun Bagicha, Dhaka 1000

10 BOTS Pvt. Ltd. 11Dhanmondi, Road-4, Dhaka-1205

11 International Agencies BD. Ltd. 128 New Eskaton Road, Habib Center,Dhaka

12 Techno Drugs Ltd. 31, Segunbagicha, Dhaka-1000

13 Zuelling pharma Bangladesh Ltd. 20 , Kunipara Tejgoan I/A Dhaka

14 Healmedix Bd House 8-A/10, Road-13 Dhanmondi Dhaka

15 BIO RX Ltd. House 8-A/10, Road-13 Dhanmondi Dhaka

Re-agent

Sl. Name of suppliers Address

1 Biotech Services 63/A lake Circus Kalabagan, Dhaka

2 Bio-Trade International 3 Segunbagicha,Shajajan Tower-2,Dhaka

3 Techmate GM Mansion, 480 D.I.T Road, Malibagh Dkaka

4 Hospi lab Essentials Ltd. House No-58, Cho-3, West Raza Bazar,Dhaka

5 Micro-Med 548, Shenpara Parbath, Mirpur,Dhaka

6 Bio- Source Ltd. 206/1 West Shewrapara, Wasa Road,Dhaka

7 Bio Media International 6/8, Eastern Plaza Hatirpool, Dhaka

8 Diamed 205 Shahid Syed Nazrul Islam Sarani, Bijoy nagor, Dhaka

9 Translab Trading Popular Housing 1/5, Borobagh, Dhaka

10 Lab Zone International 5, Pallabi, Dhaka

11 Innovate Bioscience Ltd. 67/4, Green Road, Dhaka

12 Janata Scientific Chemical 32 Rasel Center Hatkhola, Dhaka

X-Ray film, CT scan film

Sl. Name of suppliers Address

1 Medi Graphic Trading Ltd. GME House, Plot No-21, Road No 13, Block-G, Niketon, Dhaka-1212

2 Spark Ltd. Paragon House, 6th Floor, 5, Mohakhali C.A, Dhaka-1212

Contingency plan for any disruption of sourcing raw material The Company has available alternative suppliers for procurement of hospital consumable items in case of any disruption of sourcing of procurement from any supplier.

110

(xi) Sources of, and requirement for, power, gas and water; or any other utilities and contingency plan in case of any disruption;

Utilities Sources Requirement

Power The Company has power connection from DESCO as well as own 4 nos of 500 KVA generator made by Caterpillar USA and 250 KVA generator made by Volvo for emergency power backup at disruption

1,365,220.08 KWH

Gas Presently natural gas is supplied by Titas Gas Transmission and Distribution Company Ltd. for its internal use

5,941 cubic meter

Water Presently water required for the project is being met by raising water from underground through a deep tube well as well as connection from WASA

65,225,500 liters

The requirement for power gas and water shall be met up for expansion unit in due course by getting permission from the above concern authorities. Contingency plan for any disruption of sourcing utilities

In case of disruption, a stand by diesel generator is available to meet up the power requirement of the hospital andwater can be arranged from water delivery van from water supplier. (xii) Names, address(s), telephone number, web address, e-mail and fax number of the customers who account for 10% or more of the company‟s products or services with amount and percentage thereof;

There are no single patients who are purchasing 10% or more service of the Company.

(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from whom the issuer purchases 10% or more of its raw material or finished goods with amount and percentage thereof;

The Company purchase 10% or more medicine (finished goods) from the following suppliers:

Sl. Name Address Telephone number & fax

Web address E-mail Amount in

Taka %

1 Beacon Pharmaceuticals Ltd.

153-154 Tejgoan I/A, Dhaka-1208

Tel: +880-2-8870133 Fax: +880-2-8870109

www.beaconpharma.com.bd

[email protected]

19,096,954 13.60%

2 Sanofi Bangladesh Limited

6/2/A, Segunbagicha, Dhaka-1000

Tel: +880-9678000777 Fax: +880-2-9550009

www.sanofi.com.bd

[email protected]

17,092,482 12.16%

3 BIO RX Ltd.

House 8-

A/10,Road-13

Dhanmondi Dhaka-

Tel: +880-2-9671748

www.biorxlimited.com

[email protected]

14,737,032 10.49%

(xiv) Description of any contract which the issuer has with its principal suppliers or customers showing the total amount and quantity of transaction for which the contract is made and the duration of the contract. If there is not any of such contract, a declaration is to be disclosed duly signed by CEO or MD, CFO and Chairman on behalf of Board of Directors;

111

The Company has contract with the following corporate bodies who are the major suppliers such as:

Sl. Name of Suppliers Contract Date Total Amount of transaction

Quantity of

transaction

Duration of the Contract

(Year)

1 Trade Vision Limited 1 April 16 1,102,314 4 5

2 Siemens Bangladesh Limited 1 Mar 16 2,655,482 4 5

3 Medical Technology & Systems 1 Aug 16 100,000 4 3

4 Projukti International Limited 1 Jan 17 1,980,000 12 3

5 Bangla Trac Limited 1 Jul 16 135,000 12 3

6 Medionic Imaging Limited 1 Oct 13 154,356 4 10

7 Modern Imaging Technology Limited 1 Feb 17 33,075 1 3

8 Telecom technology 1 Jul 15 16,992 12 3

9 Nihon enterprise & Catering Service 15 Nov 17 4,451,979 12 1

10 G4S Secure Solutions Bangladesh (P) Ltd.

15 Oct 15 7,230,309 12 3

11 Auxiliary Refrigeration 1 May 15 348,337 10 3

12 Prism Bangladesh 1 Jan 18 216,000 12 2

The Company has contract with following corporate bodies who are the major customers. The major terms and conditions of the contract are as follows:

Sl. Name of parties Contract ref no with Date Nature

of service

Contract value and quantity Period

of contract

Status

1 Eastern University MOU dated 8 February

2011

Medical facilities

30% special discount for students, faculty members, staff members,

and their dependents. 5 years

Expired

and

cancelled

2

Gastro liver Hospital &

Research Institute Ltd.

Deed of agreement dated 15 November 2015

Medical facilities

Delta Hospital Limited shall be responsible for carrying out all the diagnostic services for the patients

of Gastro Liver.

2 years Active

3 Dutch Bangla Bank

Limited

Deed of agreement dated

24 October 2017

Rent

service

Delta Hospital Limited shall enter

into a tenancy agreement with the

party to facilitate ATM booth. 1 year Active

4 BRAC Bank

Limited

Deed of agreement dated 1 December 2016

Rent service

Delta Hospital Limited shall enter into a tenancy agreement with the

party to facilitate ATM booth. 5 years Active

5 Telenor Health Deed of agreement dated

19 July 2016 Health Service

Delta Hospital Limited shall enter into a cooperation agreement with

the party to provide health services. 5 years Active

6

ICDDR,B

Deed of agreement dated 1 January 2017

Health Service

Delta Hospital Limited shall enter into a cooperation agreement with

the party to provide health services. 2 years Active

7

Nihon enterprise & Catering

Service

Deed of agreement dated 15 November 2016

Rent service

Delta Hospital Limited shall enter into a tenancy agreement with the party to facilitate Canteen Service.

1 years Active

112

Apart from the above the Company has contract for construction of building of expansion project with The Civil Engineers Ltd. The summary of contract is as follows:

Contract agreement up to 1st floor

This agreement made and entered into this 17 day of June 2013 between Delta Hospital Ltd. Represented by its Managing Director hereinafter referred to as the owner of the one part and M/S The Civil Engineers Ltd. represented by its Managing Director hereinafter referred to as the contractor of the other part.

Major terms and condition

Sl Particulars Details

1 Name of the owner Delta Hospital Limited

2 Name of the work Construction of multi-storied “Delta Hospital Building” (Upto 1st Floor)

including 2 basements.

3 Location of the work 26/2 Principal Abul Kashem Road, Mirpur-1, Dhaka-1216

4 Security deposit 10 %( Tenpercent) only of the gross bill amount to be deducted from R.A

Bill(s) up to maximum Tk. 2.50 crore.

5 Latest time allowed for

commencement of work Within 7 (Seven) days of hand over the site to the contractor by the owner.

6 Date of award of work From the date of issue of work order to commence the work.

7 Time of completion On or before the expiry of 24(Twenty four) calendar months reckoned from the

day of handing over the possession of site by the owner to the contractor.

8 Enhancement of rates &

price adjustment

Analysis of rates shall be the basis for price adjustment only for the relevant

items in the event the price(s) of the materials namely, mild steel, cement,

stone chips, bricks and coarse aggregate increase more than 10% of the price(s)

shown in the analysis submitted along the tender.

9 Materials & machineries All materials, tools, tackles including labor and camp materials etc. Are to be

arranged and supplied by the contractor at his own coast.

10 Other managerial and

technical supervising

As may be required to fulfill project requirement as the engineer-in-

charge/consultant feel necessary for proper execution of project work.

11 Extension of time To be applied with 15 (fifteen) days from the date of unavoidable hindrance or

15 (fifteen) days before the expiration of the contract.

12 Performance bond 10% (ten percent) of the contract price.

13 Approval of materials All materials before use must be approved by the engineer-in-charge &

consultant.

14 Liquidated damage Tk. 20,000 (twenty thousand) per day of delay with a maximum of 10% (ten

percent) of contract price.

15 Minimum amount for

running bills

Tk. 5% (Five percent) of the contract price Amount or 1.00 crore (which is

lower).

16 Deduction of taxes from

bills

VAT & AIT will be deducted from the bill as per Govt. slabs prevalent at the

time of submission of the tender.

17 Defects liability period 12 (twelve) months from the date of issuance of completion certificate.

18 Mobilization advance

7.5% (seven point five zero percent) of contract price may be given as

mobilization advance against a bank guarantee of equal amount from a

schedule bank.

19 Enhancement of rates

No claim for enhancement of rates shall be entertained due to price escalation

or any other reason except for the items under reference of Sl.no.9 hereof &

except for increase of VAT &AIT slabs due to change in legislation.

20 Advance against material No advance shall be provided against supply of materials.

21 Analysis of rates Analysis of rates for all remaining items of works except for the items under

113

reference of Sl.no.9 hereof shall have to be submitted as and when asked for by

the owner.

22 Force majeure

In the event of force majeure as employed herein shall be taken as an event

beyond the control of the contractor and not involving the contractors fault or

negligence such as civil disturbances, war, abnormal flood and devastating

cyclone in the country and such natural climate situation which is not within

the control of either party, the contract shall remain suspended till such time

for normal conditions are restored. the tenure of the contract shall be extended

by length of period until which the contract was in suspension

23 Validity of unconditional

performance bond

The performance bond shall be valid until the issue of completion certificate

by the engineer –in-charge and for this , if required, the validity period of

unconditional performance bond shall be extended by the contractor. if the

contractor does not extend the validity period as per instruction of the owner,

the owner shall encash the performance bond

24 Release of performance

bond

Performance bond amounting to 10% (ten percent) of the contract price

furnished by the contractor as stated herein before will be released to the

contractor on completion of works to the full satisfaction of the engineer-in–

charge /consultant and on issuance of completion certificate by the engineer-

in-charge

Contract agreement up to 2nd floor to 9th floor

This agreement made and entered into this 30 July 2015 between Delta Hospital Ltd. represented by its Managing Director here in after referred to as the owner of the one part and M/S the Civil Engineers Ltd. Represented by its Managing Director hereinafter referred to as the contractor of the other part.

Major Terms and Conditions

Sl Particulars Details

1 Name of the owner Delta Hospital Limited

2 Name of the work Construction of multi – storied “Delta Hospital Building” (2nd floor to 9th floor).

3 Location of the work 26/2 Principal Abul Kashem Road, Mirpur-1, Dhaka-1216

4 Security deposit 10% (ten percent) only of the gross bill amount to be deducted from R.A bill(s)

upto maximum Tk. 2.50 crore.

5 Latest time allowed for

commencement of work Within 7 (seven) days of handing over the site to the contractor by the owner.

6 Date of award of work From the date of issue of work order to commence the work.

7 Time of completion On or before 31 March 2017 reckoned from the day of handing over the possession

of site by the owner to the contractor.

8 Insurance As described in clause 19 of conditions of contract.

9 Analysis of rates & price

adjustment

Analysis of rates shall be the basis for price adjustment only for the relevant items

only in the event the price(s) of the materials namely, mild steel, cement, stone

chips, bricks and coarse aggregate increase more than 10% of the price(s) shown

in the analysis submitted along the tender.

10 Materials & machineries All materials, tools, tackles including labor and camp materials etc. Are to be

arranged and supplied by the contractor at his own coast.

11 Other managerial and

technical supervising

As may be required to fulfill project requirement as the engineer-in-

charge/consultant feel necessary for proper execution of project work.

12 Extension of time To be applied with 15 (fifteen) days from the date of unavoidable hindrance or

15(fifteen) days before the expiration of the contract.

13 Performance bond The contractor shall have to furnish a performance bond amounting to 10% (ten

114

percent) of the contract price.

14 Approval of materials All materials before use must be approved by the engineer-in-charge &

consultant.

15 Liquidated damage Tk. 20,000 (twenty thousand) per day of delay with a maximum of 10% (ten

percent) of contract price.

16 Minimum amount for

running bills Tk. 5% (five percent) of the contract price amount or 1.00 crore which is lower.

17 Deduction of taxes from

bills

VAT & AIT will be deducted from the bill as per govt. slabs prevalent at the time

of submission of the tender.

18 Defects liability period 12 (twelve) months from the date of issuance of completion certificate.

19 Mobilization advance

7.5% (seven point five zero percent) of contract price may be given as mobilization

advance against a bank guarantee of equal amount from a schedule bank advance

payment will be realized from 8 (eight) successive R/A bills starting from 2ndR/A

bills in equal installment.

20 Enhancement of rates

No claim for enhancement of rates shall be entertained due to price escalation or

any other reason. Except for the items under reference of Sl. no.9 hereof & except

for increase of VAT &AIT slabs due to change in legislation.

21 Advance against material No advance shall be provided against supply of materials.

22 Analysis of rates

Analysis of rates for all remaining items of works except for the items under

reference of Sl. no.9 hereof shall have to be submitted as and when asked for by

the owner.

23 Force majeure

The event of force majeure as employed herein shall be taken as an event beyond

the control of the contractor and not involving the contractor‟s fault or negligence

such as civil disturbances, war, abnormal flood and devastating cyclone in the

country and such natural climatic situation which is not within the control of

either party, the contract shall remain suspended till such time for normal

conditions are restored. The tenure of the contract shall be extended by length of

period until which the contract was in suspension.

24 Validity of unconditional

performance bond

The performance bond shall be valid until the issue of completion certificate by

the engineer-in-charge and for this, if required, the validity period of

unconditional performance bond shall be extended by the contractor. If the

contractor does not extend the validity period as per instruction of the owner, the

owner shall encash the performance bond.

25 Release of performance

bond

Performance bond amounting to 10% (ten percent) of the contract price furnished

by the contractor as started herein before will be released to the contractor on

completion of works to the full satisfaction of the engineer-in-charge/consultant

and on issuance of completion certificate by the engineer-in-charge.

(xiv) Description of licenses, registrations, NOC and permissions obtained by the issuer with issue, renewal and expiry dates;

Sl. Particulars License

issuer/issuing authority

Registration/ certificate/license no.

Issue date/ renewal date

Expiry dates





2 License for Private Hospital Clinic

Government of the Peoples Republic of Bangladesh, Directorate General


7/11/2018 Valid up to 30 June 2020

115

of Health Services, Mohakhali, Dhaka

3 Private Diagnostic Center



6/11/2018 Valid up to 30 June 2020

4 Environmental clearance certificate

Directorate of Environment, Govt. of Bangladesh

License No: 19-25489

29/09/2019 Valid up to 2 September 2020


License No: AD/Dhaka/29203/15

08/08/2019 Valid up to 30 June 2020

6 Import registration certificate

Chief Controller of Import & Export

License No. 260326120054819

18/11/2019 Valid up to 30 June 2020



License No. 81/2013-2014

11/7/2019 Valid up to 30 June 2020

8 Medicine drug license Drug Administration License No. DC-9123

12/12/2016 Valid up to 23 December 2020

9

License for import and Export of radiation generating equipment and radioactive materials


License No. 2732/2009 (R-10/2019)/2284

6/9/2009

Valid up to 30 June 2020

10 License for radio therapy and radio diagnostic equipment


License No. 190/2001(R-15/2019)/2266

31/07/2001 Valid up to 31 December 2019*

11 MOU for medical waste management

Dhaka City Corporation and PRISM Bangladesh Limited

- 1/01/2019 Valid up to 31 December 2019*

*Note: Under process of Renwal

(xvi) Description of any material patents, trademarks, licenses or royalty agreements;

The Company has no material patents, trademarks, licenses or royalty agreements except the following licenses:

Sl. Particulars License issuer/issuing

authority Major terms and conditions of the licenses


Trade License No. 04-40707

Name: Delta Hospital Ltd.

Type: Treatment of Cancer

Ward no: 12

Issue serial No: 07

Issue date: 15/07/2019

2 Hospital license

Government of the Peoples Republic of Bangladesh, Directorate General of Health Services, Mohakhali Dhaka

Initially approved for 350 (Three Hundred Fifty) beds. Subsequently the

Company has received permission for 500 beds.

Conditions:

This license is not transferable without prior written permission from the

licensing authority.

Change of name/address/location of the premises without prior

permission of the licensing authority will render this license invalid.

Any violation of the Bangladesh medical Dental Council Act 1980 (Act xvi

116

of 1980), or of the Medical practices and private clinic and laboratories

(Regulation) ordinance, 1982 by the license shall render this license

invalid.

The license may be cancelled/suspended/revoked by the licensing

authority at any time.

Failure to renew the certificate for registration within 1 month from the

date of expiring of its validity, will amount to its cancelation from the date

of expiring as noted above.

The license shall be displayed in a prominent place of the premises.

3 Pathological lab license

Government of the Peoples Republic of Bangladesh, Directorate General of Health Services, Mohakhali Dhaka

This license is not transferable without prior written permission from the

licensing authority.

Change of name/address/location of the premises without prior

permission of the licensing authority will render this license invalid.

Any violation of the Bangladesh Medical Dental Council Act 1980 (Act xvi

of 1980), or of the medical practices and private clinic and laboratories

(regulation) ordinance, 1982 by the license shall render this license invalid.

The license may be cancelled/suspended/revoked by the licensing

authority at any time.

Failure to renew the certificate for registration within 1 month from the

date of expiring of its validity, will amount to its cancelation from the date

of expiring as noted above.

The license shall be displayed in a prominent place of the premises.


License no: AD/Dhaka 292-03/15

Building type: Class 1

Conditions:

The license fee should be paid in advance before 30 June per year.

This license is not transferable (can be transferred only for the situation

described in serial 2).

The licensing authority can visit the hospital at any time to check whether

the conditions are preformed properly or not.

The security system of fire of the hospital should be developed under the

Bangladesh National Building Code and Fire Service Act 2003.



License No: 81/2013-2014

Issue date: 14 August 2012

Conditions:

The license fee should be paid in advance before 15 June per year.

This permit will be applicable for 1st July to 30 June or for the described

date.

This permit is not transferable/handover able without the permission of

the authority.

Only narcotic drugs that are permitted can be used.

The narcotic drugs can be used for only patients of the hospital.

The daily use of narcotic drugs should be recorded in certain form.

Any violation of above rules and regulations may revoke/cancel the

license. Only judicial appeal can be applied here.

6 Medicine Drug license

Drug Administration

License to sell stock and exhibit for sale and distribute drugs other than

biological and other special products.

Conditions of license:

This license shall be displayed in a prominent place in a part of the

117

premises open to the public.

The license shall comply with the provisions of the drugs act, 1940, and

the rules, there under for time being in force.

The license shall report forthwith to the licensing authority in a change in

the qualified staff in - charge.

No drug in schedule C(1) shall be sold unless the precautions necessary

for preserving the properties of the contents have been observed

throughout the period during which it has been in the possession of the

license.

License for selling biological and special productsConditions:

This license shall be displayed in a prominent place in a part of the

premises open to the public.

The license shall report forthwith to the licensing authority in a change in

the qualified staff in - charge.

No drug to which this license applied shall be sold unless the precautions

necessary for preserving the properties of the contents have been

observed throughout the period during which it has been in the

possession of the license.

7

License for import and export of radiation generating equipment and radioactive materials


License no: 2732/2009(R-6/2015)/1413

Type of License: Class „E‟

Docket no: BAER-5(3)/93-vol.4

Date of Issue: 06 September 2009

Terms and conditions:

The issuance of this license is based upon the application of „Delta

Hospital Ltd.‟ vide rule 10.7 of NSRC Rules – 1997, dated 17 May 2015 and

the information and the documents submitted to this office for the license,

filed under the Docket No. mentioned above.

This renewed license is subject to the condition that all regulatory

requirements and conditions as stated in the original license shall remain.

This license will remain valid till 30 June 2020 after which it is to be

renewed again.

8

License for radio therapy and radio diagnostic equipment


License No: 190/2001(R-11/2015)/1362

Type of License: Class „C‟

Docket No: BAER-5(3)/93-vol.4

Date of Issue: 31 July 2001


The issuance of this license is based upon the application of „Delta

Hospital Ltd‟ vide rule 10.7 of NSRC Rules – 1997, dated 28 December

2014 and the information and the documents submitted to this office for

the license, filed under the Docket No. mentioned above.

This renewed license is subject to the conditions

All regulatory requirements and conditions as stated in the original

license shall remain ; and

All radiation measuring equipment shall have to be calibrated annually

and the undersigned shall have to be reported to this effect.

This license was valid till 31 December 2019 and renwal of it is under

process.

9 MOU for Medical Waste Management

Dhaka City Corporation and PRISM Bangladesh

Memorandum of Understanding (MOU) for Medical Waste Management

This MOU for medical waste management is renewed on this 1 January 2019

and will be valid for a period of 3 years i.e. 31 December 2019.

118

Limited

Between

Medical Waste Management project jointly initiated by the Dhaka City

Corporation (DCC) and PRISM Bangladesh as the first party.


The 1stparty will systematically mange only the connected hazardous

medical waste of the second party in waste management plant at Matuail,

Dhaka.

The 2ndparty will be responsible for providing all the hazardous medical

waste to the 1st party according to unit‟s category except general waste.

The 2ndparty will be responsible for proper in–house medical waste

management i.e. segregation at source of medical waste according to the

color code.

The 1stparty will provide necessary training and technical assistance to the

2nd party free of cost. The 2ndparty will be responsible for providing the

training venue and other cost if needed for training purposes.

The 2ndparty will contribute the monthly service charge which is fixed by

the management committee for the management of hazardous medical

waste to 1stparty.

o If the monthly service charge is increased by the management

committee, in that case the 2nd party will contribute the monthly

service charge according to increased rate to 1st party. The 1st party

will provide a bill and money receipt to the 2ndparty as the

acknowledgement of service charge.

Any other points arising during the period of service, both parties will

meet together and immediately resolve the issues for mutual benefit.

This MOU can be renewed on mutual discussion by the both parties.

(xvii) Number of total employees and number of full-time employees;

The total number of employees of Delta Hospital Limited is 635 as on 30 June 2019. The details have been provided below:

As per audited financial statements

Salary range (monthly) No. of full time employees No. of part

time employees

Total employees Head office Branch

Below Tk. 6,000 - - - -

Above Tk. 6,000 635 8 - 635

For the year ended 30 June 2019 635 8 - 635

(xviii) A brief description of business strategy;

Delta Hospital Limited strategic objective is to improve and consolidate theirposition in the healthcare industry as a general medical hospital in the country specialization on cancer treatment, having continuous growth philosophy to ensure patients satisfaction and trust through effective utilization of capital, machinery, human resources, improvement of services and efficient resource management on day-to-day basis.

119

Delta Hospital Limitedcontinuous growth philosophy is being driven with the strategic levers of capitalizing on the growth of the Bangladesh health care sector, optimizing operational efficiency following cost effectiveness in pricing and adopting best corporate practices. Strategy for capitalizing on the growth of demand of the Bangladesh healthcare sector

Bangladesh has been making significant socio-economic developments in recent years. Yet, despite improving healthcare indicators such as decline in mortality rates and increase in average life expectancy, the health sector of the country is yet to reach its full potential. In fact, Bangladesh is one of the ten countries with lowest heath expenditure. However, reform policies coupled with innovation and investment by the private sector may translate into rapid rise of this sector. Although the percentage of GDP being spent on the healthcare sector is relatively higher than it used to be, it is still very low compared to developed countries which spend 8-12% of GDP on health. Moreover, public money in this sector in developed nations is three times of private money, whereas in Bangladesh, the government contribution to health expenditure is only about 1.1%. About 60% of the public financing is done by the Government out of tax revenues and development outlays, while international development assistance funds the remaining 40%.

In this current context of industry, Delta Hospital Limited has been set out long term strategic vision to be the leading multidisciplinary integrated general and specialized cancer hospital with best service and highest social commitment. The aim of the Company is to provide best medical service at affordable cost. To achieve this vision, the Company has been set out strategy of social responsibility and accountability to each ofthe constituents with whom they have interacted such as clients, employees, fellow citizens, business associates and shareholders.

Operational strategy

Employees and environment

Delta Hospital recruits competent people, develop them as per concerned demand and retain them with socially based, competitive and standard motivational award and retention policies and practice. Company is committed to creating a working environment based on the values of equal opportunity, diversity and meritocracy. All the Company‟s activities are reinforced by its governance structure, which complies with the leading code of best practice. Procurement of highest standard machineries

Achieving optimal project operating efficiency is the key to maximizing profitability in our business. As part of this plan, Delta Hospital Limited installed brand new set of machines in the hospital. Delta Hospital Limited has radiotherapy machines which are highly sophisticated & advanced technology.

Other facilities Delta Hospital Limited modern pathological laboratory. Delta Hospital Limited also have specialized medicine, surgery, Gynae &OBS, pediatrics, orthopedics, eye, ENT, dental departments.Other services of Delta Hospital Limitedare executive & VIP health checkup facilities with affordable cost. Currently Delta Hospital Limited is providing maximum facilities in services. The facilities are:

Outdoor medical treatment with specialized doctor and consultants

Air conditioncabin &ward (male &female) In its core operational strategy, Delta Hospital Limited has set out some core values in its operational process such as:

Consistently excelling at patient – centered care

120

Acting with personal integrity and accountability

Respecting one another

Effecting change through teamwork and system thinking

Supporting diverse communities Product pricing strategy The pricing strategy of Company is to provide service at an affordable price to the people. The price of the Company‟s product is determined considering the mass people average living standard and economic condition of the country. In determination of service price, Delta Hospital Limited considered the competitive price based on prevailing price provided by hospital in the same service nature. Therefore, the Company got competitive advantage in its price due to its cost effectiveness to large range of patients. Patients can get treatment facilities at an affordable cost. Service branding strategy Delta Hospital Limited objectives are to conduct transparent business operation based on market mechanism

within the legal &social framework with aims to attain the mission reflected by vision. In this regard the

Company has set out some service branding strategy which includes service marketing, collaboration etc. In

service marketing Delta Hospital Limited has given advertisement regular basis in print and electronic media.

Strategy of focusing on best practices

Delta Hospital Limited has incorporated the best practices available with respect performance, corporate governance, management and employee training, quality control, environmental excellence and safety. (xix) A table containing the existing installed capacities for each product or service, capacity utilization for these products or services in the previous years, projected capacities for existing as well as proposed products or services and the assumptions for future capacity utilization for the next three years in respect of existing as well as proposed products or services. If the projected capacity utilization is higher than the actual average capacity utilization, rationale to achieve the projected levels.

The Company had a capacity for 400 beds. Out of which 250 beds have been installed and rest of 150 beds shall be installed after completion of expansion project. The Company has future plan to increase its bed capacity upto 500 for which the Company already received license on 21 January 2016 from Directorate General of Health Service,Government of the Peoples Republic of Bangladesh.

Apart from existing service, the Company has no plan to introduce any new service line to the existing one.

(e) Description of Property:

The written down value of Property, Plant & equipment‟s owned by the Company as per audited accounts as on 30 June, 2019 are stated below: - Amount in Taka Sl. Particulars At Cost Revaluation Surplus With considering

revaluation

WDV as on 30 June 2019



1 Land 16,733,087 952,982,983 969,716,070

2 Land Development 696,129 - 696,129

3 Building and Construction 694,081,157 62,212,795 756,293,952

4 WASA, Gas Line Installation 534,610 - 534,610

121

5 Furniture and Fixture 10,530,745 - 10,530,745

6 Electricity & sanitry fittings 640,935 - 640,935

7 Machinery & Equipment 405,116,335 2,460,544 407,576,879

8 Surgical equipment 1,376,116 - 1,376,116

9 Electrical equipment 3,071,027 - 3,071,027

10 Office equipment 1,624,637 - 1,624,637

11 Motor vehicles 9,209,317 1,046,289 10,255,606

Total 1,143,614,097 1,018,702,610 2,162,316,707

(i)Location and area of the land, building, principal plants and other property of the company and the condition thereof; Delta Hospital Limited has been operating the business at its own registered office situated at 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216and its branch office situated at Plot-21,Sector-08, Abdullahpur, Uttara, Dhaka-1230. Location and area of land

Sl. Location Area of land Description of the land

1

26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216

98.17 decimal equivalent to 59.50 katha

The plot is bounded by under construction Heart Foundation Building on the north, Mirpur Housing settlement on the south and west, Darus Salam Road on the east. It is a commercial developed plot and is encircled by burnt bricks boundary wall with gate. Facilities of gas, electricity and water etc. are available within the plot.

2 Plot-21,Sector-08, Abdullahpur, Uttara, Dhaka- 1230

10 katha

The plot is bounded by road then Sapporo Dental College and Hospital on the north, land of WASA on the south, residence of Mr. Kutub on the east, Land of Motahar and Child Care Hospital on the west.It is a commercial developed plot by Rajuk. The plot is enriched by burnt bricks boundary wall with gate facilities of gas, electricity, water etc. There are a Tin shed one storied building situated on the land. It is mentionable here that there are no prior requirement of permission from RAJUK for construction of tin shed building.The entire land is bounded by brick wall. There are an entrance gate. There are available electricity, water and gas facility connected with the plot. The entire property is well secured.

3 Adjucant Land 0.0418 acre

The plot is situated at C.S daag no -121, 118 Part, R.S.-52 Part, Mouza-Paikpara, Mirpur.

The plot is bounded by Delta Hospital Limited.There is a 4 storied residential Type-A2 building under construction Total construction area is 245.10 sqm.

Location and area of building

Existing building: The building is situated at 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216

122

Section-A 6h Floor Building

Detail of floors Area in sft Description

Ground floor 7950 sft.

Oncology Doctors room,

Oncology registered room,

Duty doctors room,

CT Scan room,

Brachy room,

Brachy PV room,

Physics room,

Cobalt –I room,

Cobalt –I control room,

X-ray Room,

X-ray control room,

LINAC machine room,

LINAC machine control room,

electric room,

Simulator room,

main receiption,

waiting area,

Counter,

Outdoor,

Stair and Lift area,

PS room

1st floor 7950 sft.

OT area

Post operative

Oncology head room

Gynae doctors room

ENT endoscopy

ENT Head room

Machine

Surgery room

Oncology Doctor room

EPI room

Outdoor

Electric room

Account area

Doctors room

Waiting area

Stair and Lift

Indoor bill counter

2nd floor

7950 sft.

VIP cabine

AC cabine

Non AC cabine

Ward

Ultrasonography

Duty doctors room

Pharmacy with store

Doctors (PCU head ) room

Chemo room

123

N/dress room

W/B dress room

Aya dress room

Counter

Male prayer

ICU area

Computer server

G. Store

File store

Chiller room

Ward master room

3rd floor

7950 sft.

VIP cabine

AC cabine

Non AC Cabine

Duty doctor room

Class room

Chemo room

Courier room

Indoor bill counter

Counter

Tea room

MD Sirs room

Pathology Lab

Ward

PCU male ward

PCU female ward

4th floor

7950 sft.

VIP cabine

AC Cabine

Non AC Cabin

Child ward

Ward

Chemo room

Duty doctor

Counter

Discussion room for doctors

5th floor

7950 sft.

VIP cabine

AC Cabine

Non AC cabine

Ward

Dental area

Common area 247 sft. Lift, fire escape etc.

Total 47,947 sft.

124

Section-B 8th Floor Building



Cobalt-2

Cobalt Control room

Pathology counter

Blood collection room

Report delivery room

Waiting area

Stair and Lift area

1st floor 3927 sft.

Endoscopy room

Anaesthesia head room

Gyne room


Board room

Echo room

Skin Head room

Eye doctors room

Hematology room

Anesthesia room

Doctor room

Stair and Lift area

2nd floor 3927sft. ICU area

Stair and Lift area

3rd floor 4494 sft.

Ward

Doctors room

Stair and Lift area

4th floor 4494 sft

Ward

Doctors room

Stair and Lift area

5th floor 4494 sft.

Ward

Doctors room

Stair and Lift area

6th floor 3,924 sft.

Blood Bank area

College Lab area

Stair and Lift area

7th floor 3,924 sft. All space college Library Stair and Life area


Total 33,735 sft.

125

Detail of expansion building under construction

Section- C 10th floor building under construction

Detail of floors Total area in sft Commercial floor status

Basement-1 10,760 sft Car parking for 28 cars and Fire Maintainace Control (FMC) room

Basement-2 12,966 sft

1. LINAC ROOM: a. Vacant room to set up LINAC Machine-3 b. LINAC Machine-2 with control room

2. Minor OT without any equipment, 3. Vacant MRI room without any equipment,

4. Equipment room are used for keeping medical

equipment. 5. Vacant Mortuary room 6.Pump house are in running condition 7.Dress change room with three toilet

8. 4 lifts including three Passenger lift and 1 capsule lift

9. Waiting area occupied with sitting chair, reception table. The entire floor is tiles fitting and Fully Air condition facilities and fire extinguishers are also available. 10. Car parking facilities for 8 cars

Ground floor 10,459 sft

1.Emergency room occupied with 5 beds not in operation 2. Pharmacy are in running condition 3. Waiting lounge occupied with sitting chair 4. Reception corner 5. Open space 6. Project Director room 7. Corporate Mural 8. Fire extingushers

1st floor 8,632 sft 19 doctors room are running condition which is fully furnished including Air Condition and furniture. There are waiting area with sitting chair, and TV available there.

2nd floor 8,632 sft 5 wards and 1 doctor room which is vacant

3rd floor

8,632 sft a. 2 OT room which is vacant b. 4 preparation room which is vacant c. 2 doctors room which is vacant d. 1 post operative room which is vacant e. 1 Neunatal room which is vacant f. Waiting area is vacant g. New building to old building connection bridge

4th floor 8,632 sft b. 2 ward which is vacant

c. 2 Double cabin which is vacant d. 7 single cabin is vacant

5th floor 8,632 sft 20 Cabins are under construction.



8th floor 8,632 sft Chairman & Managing Director room, accounts department,

board room, waiting lounge, reception corner which all are

126

fully furnished including furniture, TV, Computer, Sofa sets, Photocopy machine, Mini kitchen room, Fridge, crockeries, carpet. There are open space available for sitting of outsiders. The entire area is glass protected and fully air condition facilities are available. This floor are using as construction site office

9th floor 8,632 sft Canteen are in running condition

multipurpose hall room is vacant

Common Area 861 sft Lift and Fire escape stair

Others Total building has fire detection and protection system There are earthing installed

Total under construction

112,733 sft

Tin shed building- Uttara There is a tin shed building situated on the plot at Sector-8, Uttara. The entire plot is well protected by brick wall. The tin shed building approximately 3600 sqft. There are five rooms which are used as sample collection for pathological test andout patient department (OPD) medicine. There are electricity comnnection and other utility facilities available with the plot.It is mentionable here that there are no prior requirement of permission from RAJUK for construction of tin shed building. Proposed residential building- on adjucant land situated at C.S dag no -121, Mouza-Paikpara, Mirpur There is a steel fabricated 4 stroried building situated on adjucant land of Delta Hospital Limitedat C.S dag no -

121, Mouza-Paikpara, Mirpur. Total construction area is 245.10 sqm. The construction of building structure is under process and which shall be used for residential purpose. Principal plant and other property The principal plant and other property of the Companyare located at Company‟s own building at 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216and at plot no. 21, Sector 8, Abdullahpur, Uttara, Dhaka-1230. All of the properties are in good operating condition.

127

(ii) Whether the property is owned by the company or taken on lease;

The issuer is the sole owner of the entire property including land, building, machineries, equipment, vehicles, furniture and fixtures etc. which are already disclosed under the head” Description of Property”

The building, principal plant and all other assets are owned by the Companyand situated at its own land at 26/2, Darussalam Road, Mirpur-1, Dhaka-1216 except Uttara land which is taken from Rajdhani Unnayan Kartipakkha as lease hold basis for 99 years. (iii) Dates of purchase, last payment date of current rent (LvRbv) and mutation date of lands, deed value and other costs including details of land development cost, if any and current use thereof;

Sl. Deed no. Date of

purchase

Mutation

date Location

Mo

uz

a

Khatian no.

4437

Dag as

per deed Land

area

under

the deed

Total land

area

Deed

value

(Taka)

Status of

current

rental

(LvRbv)

Othercost

including

land

development

cost (Taka)

(as on 30

June 2018)

Current Use

CS SA RS

CS

&

SA

RS

1 6273 03.12.87 30 June

2013

26/2,

Darussalam

Road,

Mirpur-1,

Dhaka-1216 23

7, P

aik

par

a

233,

241

, 27

1, 2

46,

273,

274

187/

1

52

120,

121

,123

,124

52

0.2750

acre

0.9817

acre

825,000

22/07/2018

for bangla

shon 1425

for 0.9817

acre land

696,129

The title of the land was

in the name of Delta

Medical Center Limited.

Subsequently mutation

has been done in the

name of Delta Hospital

Limited as the name of

the Company was

changed. Currently the

land is used by the

Company on which

hospital building is

situated.

2 6274 03.12.87 30 June

2014 Do

0.2667

acre 825,001

3 6275 03.12.87 30 June

2015 Do

0.1650

acre 500,000

4 6276 03.12.87 30 June

2016 Do

0.2750

acre 850,000

128

5 10210 29.08.12

20

December

2012

Uttara

Residential

Area,

Rajdhani

Unnayan

Kartipakkha,

plot no 21,

Sector -8,

Dhaka

Utt

ara,

Ab

du

llah

pu

r

- - - - -

0.1650

acre

0.1650

acre 2,240,000

24/5/2018

for bangla

shon 1425

for .1650

acre land

The land was purchased

from Rajdhani Unnayan

Kartipakha as leasehold

basis for 99 years.

The title of the land is in

the name of Delta

Hospital Limited.

Currently the land is

used by the Company.

There are a tin shed

building situated on the

land for collection of

pathological sample.

6 6142 05.06.14 17 July 2014

Ward no 12,

Mouza:

Paikpara,

Thana-

Mirpur,

Dist-Dhaka P

aik

par

a

-

118,

121

52

4735

-

0.0418

acre

0.0418

acre 63,34,000

Upto 1425

bangla

shon for

.0418 acre

land

The title of the land is in

the name of Delta

Hospital Limited.

Currently the land is

used by the Company.

There is a 4 storied

residential Type-A2

building under

construction. Total

construction are is

245.10 sqm. Total 1.1885 acre 1,15,74,001 5,855,215

129

(iv) The names of the persons from whom the lands has been acquired or proposed to be acquired along with the cost of acquisition and relation, if any, of such persons to the issuer or any sponsor or director thereof;

Sl. Name of the person from whom lands have

been acquired Cost of acquisition

(Taka) Relationship with issuer/

directors/ sponsors

1 Mr. Md. Nurul Haque 825,000

No relationship

2 Alhaj Mohammad Obaidul Haque 825,001

3 Haji Md. Abdul Haque 500,000

4 Mr. Md. Anawarul Haque 850,000

5 Mr. Md. Khaled 6,334,000

Total 9,334,001

Apart from the above, Delta Hospital Limited purchased land from Rajdhani Unnayan Kartipakkha as lease

hold basis

6 Rajdhani Unnayan Kortipokkho (Rajuk) 2,240,000 No relationship

(v) Details of whether the issuer has received all the approvals pertaining to use of the land, if required;

The Company is the sole owner of land situated at 26/2, Darussalam Road, Mirpur-1, Dhaka-1216.The Company has received all approvals pertaining to use of this land

Again, the Company has purchased land at Uttara from Rajuk Unnayan Kartipakkha under lease hold basis. In this regard, the Company has received allotment letter and other approval from Rajuk to use of land. (vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge on the property,

with name of the mortgage ;(

The Company has mortgage its land against long-term loan taken from NCC Bank Limited. The detail of mortgage on

land has been given below:

Sl.

Name of

mortgagee

bank

Area and name of the

property mortgaged

Mortgage

value

Deed no & date of

mortgage Tenure of mortgage

1 NCC Bank

Limited

59.50 kathas or 0.9817

acre land and building

structure thereon

Tk. 787,500,000 10120 &

13/9/2015 1 year

(vii)If the property is taken on lease, the expiration dates of the lease with name of the lessor, principal terms and conditions of the lease agreements and details of payment;

The Company has no property under any lease agreement except the land situated at Uttara which was purchased from Rajuk Unnayan Kartipakhha. The details of lease hold land are as follows:

Sl Location Plot No

Name of lessor Period of lease

Date of Purchase

expiration dates of the lease

Details of payment

1 Uttara Residential Area, Sector-8, Dhaka

plot no 21

Rajdhani Unnayan Kartripakha, Rajuk, Dhaka

99 years 28 October 1998

27 October 2097 The total amount of the premium of the demised property is BDT 22,40,000 which was paid by installment basis. For the first five

130

years the rent/service charges payable for the demised property shall be Tk. 1500 /- per bigha per annum with effective from the date of the delivery of possession of the demised property. The service charges is payable by the lessee annualy by 31 Dec. of every year.

Principal terms and Condition: 1. The LESSEE has paid Tk. 22, 40,000 (Tk. Twenty two lac forty thousand only) in full/part payment to LESSOR as rent

according to the terms mentioned in Schedule II.

2. The LESSEE or authorized person by the LESSOR or local authorities shall pay all rates, taxes, charges, duties, assessments, impositions, levies and carry out all Municipal or Local requirements as to the drains, sewers and sanitary arrangements of the premises and keep the same in good repair and in a proper sanitary condition.

3. Within two years from the commencement or extended time may allowed by the LESSOR shall complete the construction (building) with all necessary boundary marks, drains and appurtenances in accordance with the plan duly approved by the LESSOR.

4. If the LESSEE fails to complete the building and appurtenances within the period the Lease shall be liable to be terminated by the LESSOR and the LESSEE shall surrender the demised property to the LESSOR. The LESSOR shall refund to the LESSEE the actual amount paid by him on account of premium.

5. The said house and appurtenances shall be constructed in accordance with such plans, elevations and specifications as shall be approved in writing by the LESSOR but such approval in no way absolves the LESSEE from the responsibilities of complying with all rules and regulations made from time to time by the LESSOR.

6. The LESSEE shall not without the previous consent of the LESSOR in writing erect or suffer to be erected on any part of the demised property any building other than those which are approved according to clouse-5.

7. The LESSEE shall not without the consent of the LESSOR in writing carry on or permit to be carried on, in or upon the demised property any trade or business as is not approved of by the LESSOR nor use or permit the same to be used for any purpose other than that approved by him.

8. The LESSEE shall keep the demise property clean and in default the LESSOR may after one month previous notice in writing carry out all necessary repairs and the cost thereof shall be paid by the LESSEE under the Bengal Public Demand Recovery Act 1913.

9. The LESSEE shall not make any alternation, addition or modification in the buildings on the demised property without the previous consent in writing of LESSOR and its previous approval in writing of the plans and specifications thereof.

10. During the currency of this indenture the LESSEE shall carry out at his own cost all cleaning, filling, leveling etc. of the demised property.

131

11. The LESSEE shall in no way diminish the value or injure or make any permanent or temporary alternation in the demised property without the previous written consent of the LESSOR and shall not sell or dispose of any earth from the demised property. The LESSOR may by notice require the LESSEE to restore the property to its original state at his own cost within a specified time under the Bengal Public Demand Recovery Act 1913.

12. The LESSEE shall preserved intact boundaries of the demised property, if any boundary pillars are demolished or lost due any action of the LESSEE the cost of replacement may be realized from the LESSEE.

13. The LESSEE shall permit every authorized officer of the LESSSOR at all reasonable times to inspect and examine the demised property and building.

14. The LESSEE shall not do or permit anything to be done on the demised property or in any building etc., thereon which may in way be a nuisance or be inconvenient to the LESSOR or the other LESSEE or person in the neighborhood or locality.

15. The LESSEE shall construct a pucca culvert over the road side drain connecting approach road to the building of the LESSEE.

16. The LESSEE shall keep the demised property free from jungle and from nuisance including rubbish and stacks of bricks, motor and building materials, by default such jungle and nuisance may be removed by LESSOR and the expenditure shall be paid by the LESSEE.

17. The LESSEE shall not make or permit to be made on the demised property any cesspools or well privies. Any such cesspools or well privies may be filled up and all matter deposited therein removed by the LESSOR at the LESSEE‟s expense, and the expenditure so incurred may be recovered from him as” a Public Demand under the Public Demand Recovery Act.

18. The LESSOR has constructed and may construct in future road and drainage and for maintenance of the same, The LESSEE shall pay to the LESSOR service charges at the rate of TK. 1500/- per bigha per annum or at the rate fixed by the Kritripakkha, Rajuk from time to time and in default the same shall be recovered as “ a public demand under P.D.R. Act”.

19. The LESSEE shall not sell, charge, mortgage, exchange, gift a way or otherwise assign subject encumber or in any way part with or dispose of the demised property or any part thereof except as provided in these presents.

20. The subject to the provision that the LESSEE shall be at liberty to transfer the whole of the demised property but not any part of it, on giving 30 days notice to the LESSOR after the full payment of the total premium. Again after completion of approved construction of the factory or commercial building with roof of ground floor and fitting complete on the demised property can transfer by giving fee fixed by the LESSOR.

Provided that in case of gift to husband, wife or children, father/mother, grand children as the case may be no transfer fee shall be payable. The property may be mortgaged to or held in. Security by the Bangladesh Shilpa Bank, Shilpa Rin Sangstha, National Bank, any other govt. recognized scheduled Bank, Insurance Company or statutory corporation for the purposes of obtaining a loan after payment of installments of premium as stipulated in this presents or allotment letter and the property if sold in execution of a decree of a Civil Court for the mortgage money. Provided further that in all cases of transfer the LESSOR shall have the right of pre-emption.

21. If the property transfer the way of sale or sub-lease by the LESSEE the LESSOR shall have the prior right of purchase then he shall intimate to the LESSEE within 30 days of receipt of notice and complete the transaction within 60 days. If failed then the LESSEE shall have the liberty to transfer the property. The LESSEE/ LESSEEs can enjoy the property jointly and no one shall transfer their property separately.

22. All transfer of the demised property shall be registered in the office of the LESSOR and unless this is done the LESSOR will not be bound to recognize or accept any person as LESSEE of the demised property in place of the transferor.

23. All installments of premium, additional interest payable or delayed payment of premium if any, cost of further amenities, present shall constitute a first charge on the demised property payable to the LESSOR before effecting any manner of

132

transfer excluding mortgage by including foreclosure and sale in execution of decree of a civil court to person other than the LESSEE.

24. When any change in ownership or possession occurs by succession or transfer, the person becoming entitled to such succession or transfer, as also the person who effect it shall within one calendar month from the date thereof, give notice in writing to the LESSOR of such succession or transfer provided that where one them has given the LESSOR such notice nothing in this lease shall require other party also to give notice.

25. The LESSEE committing breach of any of the covenants of this indenture other than payment of rent an taxes and there being no specific provisions in respect of it in this covenant the LESSOR shall be at liberty without prejudice to any other rights that he may possess.

26. The LESSOR will have the right to terminate the lease and take back the possession by giving 30 days notice. The LESSEE shall be bound to remove all movable and immovable properties otherwise the ownership will vest on the LESSOR.

27. The LESSEE paying the rent hereby reserved and faithfully observing and performing the several convents and stipulation herein contained shall peaceably hold and enjoy the demised property during the currency of this indenture without interruption on the part of the LESSOR.

Provided that nothing herein contained shall limit and restrict the right of the LESSOR to use any land, structure, etc. in the neighborhood of the demised property in any manner they think it. The LESSOR, their authorized person shall, on giving verbal notice to the occupier, have full liberty and right at all reasonable times to enter into or upon the demised property or any part thereof for the purpose of repairing any adjoining premises and or service mains, cables, drains, culverts etc., as and with drains to and from any other consent of the LESSOR who, or such person as aforesaid making any such entry shall cause as little damage as may be to the demise property. But if any substantial damage be caused thereby the LESSOR shall make good the loss and decision of the Chairman, Rajdhani Unnayan Kartripakha on the matter shall be final and binding upon the perties.

28. It is hereby further mutually agreed, and settled between the parties as follows: a) The LESSOR reserves the right to revise the service charge of the demised property as and when left necessary. The

decision of the LESSOR as to what is the fair service charge shall be final and binding upon the parties and no appeal shall lie in any court of law against this decision.

b) The LESSOR reserves the right to all minerals and sub soil right in the demised property together with such right of way and other reasonable facilities as may be required for working gathering and carrying away such minerals.

c) In the event of this Lease expiring by efflux of time and not by determination as aforesaid by the LESSOR:

1. If the LESSEE be desirous of renewing his Lease the LESSOR may at the cost of the LESSEE do so for such further period and on such term, covenants and conditions as they may then determine; and

2. If the LESSEE does not renewing the Lease, he shall be at liberty to enter into the property or remove the building for a period not more than three months from expiry or such further time as the LASSOR may grant, on payment in advance of the rent for such period.

d) In the event of the LESSEE failing to quit or gave peaceable possession of the whole of the demised property in clean

and good order and condition on the determination of this lease under the terms of these presents or within such further time as may be allowed to the LESSEE, the LESSOR may forthwith re-enter into or upon the demised property and summarily eject the LESSEE or any other person or persons thereon without intervention of any court of law and may retain everything found on the demised property as their absolute property free from all claims and encumbrances whatsoever all or any of the goods or things found upon the demised property.

29. The LESSOR shall have the first lien on all goods and things including all buildings, structures etc. on the demised property which the LESSOR may sell or dispose of at his option and sale proceeds thereof for liquidating any dues of the LESSEE to the LESSOR.

133

30. Any demand for payment or notice required to be made or served hereunder shall be deemed to have been sufficiently made or served on the lessee if sent by the lessor or his authorized officer through registered post addressed to the Lessee at the demised property or at his last known place of residence or business and such demand or notice sent by registered post shall be deemed to have duly deliver to the lessee in the usual course.

31. All money payable by/or realizable from the LESSEE by the LESSOR under this indenture shall be recoverable as public demand and realizable as such under the Public Demand Recovery Act and any other relevant laws in force.

32. It is hereby agreed that if at any time any dispute, doubt or question shall arise between lessor and the lessee touching the construction, meaning or effect of this deed or any clause thereof or their respective rights and liabilities hereunder the same shall be referred to the arbitration of the Chairman of the Rajuk whose decision shall be final and binding or the parties.

33. It is hereby further agreed that in respect of the demised land, the parties hereto shall respectively have all the rights and be subject to all liabilities of a lessor and of the lessee as set forth in section 108 of the T.P. Act.

134

(viii) Dates of purchase of plant and machineries along with sellers name, address, years of sale, condition when purchased, country of origin, useful economic life at purchase and remaining economic life, purchase price and written down value;

Sl Name of the machinery

Nos. of

Mach.

Date of purchase (MM/DD/

YY)

Seller name & address Year of

sale

Condition at the time

of purchase

Country of origin

Useful economic

life at purchase

Remaining economic life (As on 30.06.2019)

Total Purchase

price including

installation and other cost

(Tk.)


(Tk.)

1 Lift 1 7-Sep-05 Maan Bangladesh Ltd., Firoz Tower

(3rd Floor)152/3-B, Panthapath, Dhaka-1205

N/A Brand New

Italy 20

6.18 1,500,000

496,985

2 DIESEL

GENERATOR 1 10-Jan-08

SWEDISH MOTOR, T K Bhaban Kawranbazar, Dhaka

N/A Brand New

Sweden 10 -

4,042,852 -

3 Distill water

plant 1 23-Apr-08

Osmonic Corporation, 16/c MohamamadPur, Dhaka

N/A Brand New

UK 25

13.81 115,000

58,901

4 Vacuum Unit 1 20-Feb-09 Termo Electron Corporation, 19,

Mercers CB5 BHY, United Kingdom. N/A

Brand New

UK 10 -

225,000 -

5 Microscope-

OLIMPUS-CH-2 1 27-Feb-09

Biotech Services, 63/A, Lake Circus, Panthapath (5Th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

Philippine

10 -

80,000 -

6 Anesthesia

Machine 1 5-Apr-09

Kamiya Tsusan Kaisha Ltd.,2-16-10 Yushima, Bunkyo-Ku,Tokyo, 113-

0034 Japan N/A

Brand New

Japan 10 -

500,000 -

7 VENTILATOR 1 6-Apr-09 Maquet Getinge Group, Maquet

Gmbh Surgical Workplaces, Kheler Starbe-31,76437 rastatt, Germany

N/A Brand New

Sweden 10 -

1,837,978 -

8 Wax dispenser 1 15-Apr-09 BIO-Trade International, Shajahan

Tower-2 (2nd Floor) 3,Segun Bagicha, Dhaka-1000

N/A Brand New

UK 10 -

65,200 -

135

9 Cobalt 60

Theletherapy, 1 20-Dec-09

VARIAN Medical Systems, Chollerstrasse 38,Postfach Ch-6303

Zug, Sitzerland. N/A

Brand New

France 10

0.47 30,083,480

7,635,130

10 Microscope-

OLIMPUS-CX 21 1 26-May-09

BIO-Trade International, Shajahan Tower-2 (2Nd Floor) 3, Segun

Bagicha, Dhaka-1000 N/A

Brand New

Philippine

10 -

90,000 -

11 Frozen Machine 1 3-Jul-09 Unimed Ltd. 780/17, Basila Road,

Mohammadpur, Dhaka-1207 N/A

Brand New

UK 10

0.00 550,000

89,222

12 SUCCER

MACHINE 10 25-Aug-09

Continental Surgicals,BMA Bhaban, 15/2,Topkhana Road, Dhaka-1000

N/A Brand New

Japan 10

0.15 150,000

26,098

13 Linear

Accelerator MODEL :DMX

1 29-Dec-09 VARIAN Medical Systems,

Chollerstrasse 38, Postfach Ch-6303 Zug, Sitzerland.

N/A Brand New

USA 10

0.49 70,483,437

17,473,792


1 5-Nov-10 Biotech Services, 63/A, Lake Circus, Panthapath (5Th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

USA 10

1.35 450,000

121,933

15 VENTILATOR 1 15-Mar-10 Maquet Getinge Group, Maquet

Gmbh Surgical Workplaces, Kheler Starbe-31,76437 rastatt,Germany

N/A Brand New

Sweden 10

0.70 3,129,644

684,800

16 Medical Gas line

System - 8-May-09

Spectra International,House#17 Road#106,Block-CEN Gulshan-2

Dhaka-1000 N/A

Brand New

UK 30

19.85 2,728,050

1,609,363

17 Lift 1 10-Aug-09 Maan Banglades Ltd., Firoz Tower (3Rd Floor)152/3-B, Panthapath,

Dhaka-1205 N/A

Brand New

KOREA 20

10.11 2,550,000

1,250,335

18 Electro light

Analyzer 1 11-Jan-10

Technoworth Associates Ltd. 78, Motijheel C/A 1st Floor ( Northern

Side) Dhaka-1000 N/A

Brand New

Argentina

10

0.53 300,000

61,449

136

19 Air Condition

Machine 100 7-Feb-10

Auxiliary Refrigeration, 16/2 Topkhana Road, Motijeel Dhaka-

1000 N/A

Brand New

China 10

0.60 6,000,000

1,264,932

20 Hot Air Woven 1 21-Feb-10 Continental Surgicals, BMA

Bhaban,15/2, Topkhana Road, Dhaka-1000

N/A Brand New

Germany 10

0.64 250,000

53,482

21 Cobalt 60 Source

Head, Model :ALOYON II ,

1 3-Mar-10 Genatom International, 3Blok,D:1 34870,Catalca/ Istanbul-Turkey

N/A Brand New

France 10

0.67 17,550,996

3,793,612

22 Hot Air Woven 1 14-Mar-10 Continental Surgicals,BMA


N/A Brand New

Germany 10

0.70 500,000

109,295

23 ECG MACHINE 4 20-May-10 Projukti International, 67/F, Green

Road(Firest Floor)Dhaka-1205 N/A

Brand New

KOREA 10

0.88 450,000

105,056

24 VIEW BOX 25 3-Jul-10 Continental Surgicals,BMA

Bhaban,15/2,Topkhana Road, Dhaka-1000

N/A Brand New

Bangladesh

10

1.00 275,000

66,886

25 Syringe Pump 1 4-Jul-10 Unimed Ltd. 780/17, Basila Road,


Brand New

Japan 10

1.01 653,000

158,969

26 NEBULIZER 15 5-Jul-10 Projukti International,67/F, Green


Brand New

Italy 10

1.01 220,000

53,606

27 WEIGHT

MACHINE 15 2-Aug-10

Continental Surgicals, BMA Bhaban,15/2,Topkhana Road,

Dhaka-1000 N/A

Brand New

Bangladesh

10

1.08 35,000

8,746

28 OT TABLE 7 5-Aug-10 Maquet Getinge Group, Maquet


N/A Brand New

India 25

16.09 5,100,000

2,989,712

137

29 Cell Counter 1 13-Aug-10 Termo Electron Corporation,19,


Brand New

France 10

1.12 400,000

100,928

30 MICROSCOPE 12 30-Aug-10 Biotech Services, 63/A, Lake Circus, Panthapath (5Th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

Japan 10

1.16 1,010,000

258,654

31 Diagnostic Ultrasound

System 1 31-Aug-10


0034 Japan N/A

Brand New

Japan 10

1.16 4,517,503

1,157,904

32 ALCYON II

Cobalt 60 Model :ALCYON II

1 3-Sep-10 Genatom International, 3Blok,D:1 34870,Catalca/ Istanbul-Turkey

N/A Brand New

France 10

1.17 29,251,687

8,732,123

33 X-RAY

MACHINE 2 7-Sep-10

Modern Imaging Technology Ltd. GME House, Plot #21, Road #13

Block-G, Niketon, Gulshan, Dhaka-1212

N/A Brand New

Japan 10

1.18 3,000,000

773,605

34 HDR

Brachytherapy 1 15-Sep-10

ESKERT AND ZIEGLTR BEBIG GNBH,Robert Rossel

Strabe,10,13125, Berlin Germany N/A

Brand New

Germany 10

1.21 19,524,328

5,879,371

35 Incubator 1 16-Sep-10 Projukti International, 67/F, Green

Road(First Floor)Dhaka-1205 N/A

Brand New

Germany 10

1.21 400,000

103,946

36 Bio-Chemistry Analyzer-BTS

1 25-Sep-10 Technoworth Associates Ltd. 78,

Motijheel C/A 1st Floor ( Northern Side) Dhaka-1000

N/A Brand New

Spane 10

1.23 265,000

69,394

37 CT Scan

Simulator 1 26-Sep-10

Siemens Healthcare GmbH, Munich, Germany

N/A Brand New

China 10

1.24 21,084,261

5,930,867

38 Frozen Machine 1 11-Oct-10 Diamed,205, Shahid Syed Nazrul Islam Sharani, Bijoynagar Dhaka-

1000 N/A

Brand New

UK 10

1.28 300,000

79,624

39 Online Ups 1 22-Nov-10 Aros, RPS S.P.A Viale Europa, 7-

37045 Legnago Verona, Italy. N/A

Brand New

ITALY 10

1.39 1,222,454

335,850

138

40 Infusion Pump 1 4-Dec-10 Unimed Ltd. 780/17, Basila Road,


Brand New

Japan 10

1.42 194,000

53,815

41 Patient

Positioning device Parts

- 17-Jan-11

KLARITY MEDICAL AND EQUIPMENT LTD.,Scien Tech

Park,Getdd<Guanzhou 510730,China

N/A Brand New

China 10

1.55 2,135,433

613,214

42

AUTOMATED CLINICAL BIO-CHESMISTRY ANALYZER -3

Pcs

3 29-Mar-11 Technoworth Associates Ltd. 78,


N/A Brand New

Italy 10

1.74 9,600,000

3,313,011

43 SUCCER

MACHINE 10 22-Apr-11

Continental Surgicals,BMA Bhaban,15/2,Topkhana Road,

Dhaka-1000 N/A

Brand New

Japan 10

1.81 180,000

55,484

44 X-Ray Machine 1 8-May-11


Block-G, Niketon, Gulshan,Dhaka-1212

N/A Brand New

Germany 10

1.85 1,400,000

436,512

45 BLOOD GAS ANALYZER

4 18-May-11 Technoworth Associates Ltd. 78,


N/A Brand New

UK 10

1.88 2,150,000

675,129

46 Autoclave Machine

1 4-Jun-11 Dhaka Medical Supply, B.M.A

Bhaban 15/2, Topkana Road, Dhaka-1000

N/A Brand New

China 10

1.92 500,000

158,893

47 TISSUE

PROCESSOR MACHINE

5 22-Jun-11 Termo Electron Corporation,19,


Brand New

UK 10

1.97 3,500,000

1,126,233

48 MONITOR 6 2-Aug-11 Unimed Ltd. 780/17, Basila Road,


Brand New

USA 10

2.08 1,500,000

496,319

139

49 SYRING PAMP 12 2-Aug-11 Unimed Ltd. 780/17, Basila Road,


Brand New

Japan 10

2.08 1,030,000

340,806

50 ESR ANALYZER 4 2-Aug-11 Technoworth Associates Ltd. 78,


N/A Brand New

Austria 10

2.08 1,050,000

347,423

51 ROLLER MIXER 2 25-Aug-11 Projukti International Limited,67/F, Green Road, 1st Floor, Dhaka-1205

N/A Brand New

Germany 10

2.15 215,000

72,236

52 PULSE

OXIMETER 12 12-Sep-11


Dhaka-1000 N/A

Brand New

KOREA 10

2.20 180,000

61,196

53 ANESTHESIA

MACHINE 2 28-Sep-11

Dhaka Medical Supply, B.M.A Bhaban 15/2, Topkana Road, Dhaka-

1000 N/A

Brand New

Uk 10

2.24 1,250,000

429,411

54 INFUSION

PUMP 8 9-Oct-11

BIO-Trade International, Shajahan Tower-2 (2nd Floor) 3,Segun


Brand New

Japan 10

2.27 910,000

314,833


System 1 13-Nov-11


0034 Japan N/A

Brand New

Japan 10

2.37 3,537,687

1,251,411


System 1 13-Nov-11


0034 Japan N/A

Brand New

Japan 10

2.37 3,310,548

1,171,063

57 Tissue Process-Cetadel -2000

1 29-Nov-11 Termo Electron Corporation,19,


Brand New

UK 10

2.41 650,000

232,237

58 SPOT LAMP 3 2-Dec-11 M/S. Tanim & Co, 16, Banga Banghu

Avenue, Dhaka-1000. N/A

Brand New

China 10

2.42 410,000

146,761

140

59

Operating Microscope

MODEL:OM 10 Zoom

1 4-Dec-11 BIO-Trade International, Shajahan


N/A Brand New

JAPAN 10

2.42 610,000

218,622

60 ENT LASER

MACHINE-2 Pcs 2 2-Jan-12

Kenlife Medical Equipment Enterprise Co. ltd., West for QunLi Road, XiHai Village, Beijiao Town,

GuangDong, Chaina.

N/A Brand New

KOREA 10

2.50 5,200,000

1,897,131

61 USG Machine -B

&W ALOKA- 1 4-Jan-12

Modern Imaging Technology, GME House, Plot # 12,Road # 13, Block # G, Niketan, Gulshan, Dhaka-1212

N/A Brand New

JAPAN 10

2.51 800,000

292,221

62 ACUITY Simulator

1 11-Jan-12 Aros, RPS S.P.A Viale Europa, 7-


Brand New

US/EU 10

2.53 30,968,750

12,980,271

63 Immobilization

device Parts - 17-Jan-12



N/A Brand New

China 10

2.55 1,573,493

579,300

64 Surgical

microscope 1 8-Feb-12



N/A Brand New

Germany 10

2.61 1,569,679

585,559

65 ABG Machine 1 15-Feb-12 Biotech Services, 63/A, Lake Circus, Panthapath (5th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

UK 10

2.62 650,000

243,488

66 Microscope-

OLIMPUS-BX 51 1 16-Mar-12



Brand New

Japan 10

2.71 850,491

324,254

67 Electric Ceiling

Fan 227 7-Apr-12

Ripon electric, Cooperative market, Mirpir-1

N/A Brand New

Bangladesh

10

2.77 385,900

149,010

141

68 Microtome 1 12-Apr-12 Termo Electron Corporation, 19,


Brand New

England 10

2.78 687,790

266,344

69 DEFEBRILATOR 3 15-Apr-12 Technoworth Associates Ltd. 78,


N/A Brand New

Japan 10

2.79 990,000

384,033

70 Microscope-

OLIMPUS-BH-2 1 20-Apr-12



Brand New

Japan 10

2.80 350,000

136,158

71 Parts of

Radiotherapy - 4-Jun-12


Zug, Sitzerland. N/A

Brand New

USA 10

2.93 1,850,350

738,305

72 Microscope-

OLIMPUS-CH-2 1 20-Jun-12



Brand New

Japan 10

2.97 150,000

60,384

73 VOLTAGE

ESTABLIZER 12 4-Jul-12

Tokai Power Products Ltd. 152/1/H, Green Road (8th Floor), Panthapath,

Dhaka-1205 N/A

Brand New

Bangladesh

10

3.01 1,080,000

438,119

74 Microscope-OLIMPUS-

Nikon 1 14-Jul-12



Brand New

Japan 10

3.04 140,000

57,104

75 SLIP LAMP 2 2-Aug-12 M/S. Tanim & Co, 16, Banga Banghu


Brand New

France 10

3.09 820,000

337,923

76 LED O.T LIGHT 4 9-Sep-12 Maquet Getinge Group, Maquet


N/A Brand New

France 10

3.19 4,280,000

1,799,887

77 IMMUNIO

CHEMISTRY ANALYZER

3 27-Oct-12 Technoworth Associates Ltd. 78,


N/A Brand New

UK 10

3.32 8,400,000

3,621,965

142

78 Endoscopy 1 9-Nov-12 Endolop Service Ltd. 16/5 Motijheel

Dhaka-1000 N/A

Brand New

Japan 10

3.36 2,250,000

976,660

79 Anesthesia

machine with ventilator

1 2-Dec-12 Maquet Getinge Group, Maquet


N/A Brand New

Great Britain

10

3.42 1,810,422

795,093

80 Bio-Chemistry

Analyzer- 1 2-Jan-13



Brand New

ITALY 10

3.51 200,000

89,211

81 Fridge 8 7-Jan-13 Walton 17/5, Motijheel Dhaka-1000 N/A Brand New

Bangladesh

10

3.52 200,000

89,433

82 Upgrade to PVI & IMRT(Model

DMX) 1 7-Jan-13


Zug, Switzerland. N/A

Brand New

Switzerland

10

3.52 15,482,724

7,733,323


1 8-Jan-13 Pentech International, 16, Mohamdpur Dhaka-1205

N/A Brand New

France 10

3.52 520,000

232,641

84 Puls Oximiter 1 2-Mar-13 Pentech International, 16, Mohamdpur Dhaka-1205

N/A Brand New

KOREA 10

3.67 100,000

45,915

85 Tissue

Embedding Machine

1 10-Mar-13 Leica Mikrosysteme Vertieb GmbH,

Germany N/A

Brand New

Germany 10

3.69 1,089,037

501,963

86 DISPOSABLE

NEEDLE DESTROYER

2 25-Mar-13 Continental Surgicals,BMA Bhaban, 15/2,Topkhana Road, Dhaka-1000

N/A Brand New

China 10

3.73 160,000

74,280

87 Daily QA3 1 27-Mar-13 SUN NUCLEAR Corporation, 16/8

Sagunbagicha, Dhaka-1000 N/A

Brand New

USA 10

3.74 918,786

426,956

88 Starlet Protable

Cryostat 1 12-Apr-13

Bright Instrument Co. ltd, 20/5, Mohamadpur, Dhaka,

N/A Brand New

England 10

3.78 978,873

458,354

89 ROLLER MIXER 2 21-Apr-13 Dhaka Medical Supply, B.M.A


N/A Brand New

Germany 10

3.81 215,000

101,102

143

90 Accessories of

Cobalt 60 - 30-Apr-13

Genatom International, 3Blok,D:1 34870,Catalca/ Istanbul-Turkey

N/A Brand New

TURKI 10

3.83 242,970

114,740

91 Fridge 5 19-May-13 Walton 17/5, Motijheel Dhaka-1000 N/A Brand New

Bangladesh

10

3.88 150,000

71,469

92 Cobalt 60 Source 1 20-May-13 Genatom International, 3Blok,D:1 34870,Catalca/ Istanbul-Turkey

N/A Brand New

TURKI 10

3.88 65,083,814

32,541,968

93 AUTO CLAVE 10 2-Aug-13 Biotech Services, 63/A, Lake Circus, Panthapath (5Th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

Germany 10

4.09 580,000

285,999

94 RF DRIVER 2 2-Aug-13 M/S. Tanim & Co, 16, Banga Banghu


Brand New

USA 10

4.09 5,816,900

2,868,321

95 ELECTRO

SURGICAL GENERATOR

2 13-Aug-13 Unimed Ltd. 780/17, Basila Road,


Brand New

ITALY 10

4.12 865,000

428,644

96 SUCCER

MACHINE 10 25-Aug-13


Dhaka-1000 N/A

Brand New

Japan 10

4.15 195,000

97,150

97 EBG MACHINE - 1-Sep-13 Projukti International,67/F, Green


Brand New

UK 10

4.17 850,000

424,795

98 Tissue Processor 1 17-Sep-13 Termo Electron Corporation, 19,Mercers CB5 BHY, United

Kingdom. N/A

Brand New

UK 10

4.21 400,000

201,324

99 Pulse Oximiter 1 2-Nov-13



N/A Brand New

KOREA 10

4.34 100,000

51,352

100 SEMI CELL COUNTER

MACHINE -4 4 9-Nov-13

Diamed,205,Shahid Syed Nazrul Islam Sharani, Bijoynagar Dhaka-

1000 N/A

Brand New

Japan 10

4.36 2,550,000

1,313,432

144

101

BIO-CHEMISTRY ANALYZER

MACHINE -4 Pcs

4 9-Nov-13 Technoworth Assocites Ltd. 78,


N/A Brand New

UK 10

4.36 11,000,000

5,665,784

102 Eliza Plate

Reader 1 29-Nov-13


1000 N/A

Brand New

ITALY 10

4.41 290,000

150,658

103 ESR ANALYZER 2 9-Feb-14 Technoworth Associates Ltd. 78,


N/A Brand New

Austria 10

4.61 520,000

278,454

104 MONITOR 3 27-Feb-14 Unimed Ltd. 780/17, Basila Road,


Brand New

UK 10

4.66 880,000

474,744

105 FLEXIBLE LARYNGO

FIBERSCOPE 2 2-May-14



Brand New

JAPAN 10

4.84 1,500,000

830,527

106 SENTIFUZE MACHINE

4 6-May-14 Biotech Services, 63/A, Lake Circus, Panthapath (5Th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

Germany 10

4.85 3,180,000

1,763,541

107 ELECTRONICS

BALANCE 2 21-May-14



Brand New

China 10

4.89 1,200,000

669,482

108 SYRINGE PUMP 10 5-Jul-14 Unimed Ltd. 780/17, Basila Road,


Brand New

JAPAN 10

5.01 890,000

505,420

109 WEIGHT

MACHINE 5 9-Jul-14

Continental Surgicals, BMA Bhaban,15/2, Topkhana Road,

Dhaka-1000 N/A

Brand New

China 10

5.02 18,000

10,238

110 BLOOD GAS ANALYZER

2 14-Jul-14 Technoworth Associates Ltd. 78,


N/A Brand New

UK 10

5.04 1,075,000

612,626

145

111 EMBEDDING

MACHINE 4 23-Jul-14

Projukti International, 67/F, Green Road(First Floor)Dhaka-1205

N/A Brand New

UK 10

5.06 4,080,000

2,333,279

112 WATER BATH 4 26-Jul-14 Continental Surgicals,BMA


N/A Brand New

China 10

5.07 540,000

309,176

113 SUCKER

MACHINE 10 1-Aug-14

Continental Surgicals,BMA Bhaban,15/2, Topkhana Road,

Dhaka-1000 N/A

Brand New

Japan 10

5.08 200,000

114,776

114 X-RAY

MACHINE 1 2-Aug-14



N/A Brand New

Japan 10

5.09 1,500,000

861,152

115 INFUSION

PAMP 4 5-Oct-14

Unimed Ltd. 780/17, Basila Road, Mohammadpur, Dhaka-1207

N/A Brand New

Japan 10

5.26 466,000

274,150

116 TISSUE

PROCESSOR MACHINE

3 4-Dec-14 Termo Electron Corporation,19,


Brand New

UK 10

5.43 2,200,000

1,323,562

117 ANESTHESIA

MACHINE 2 1-Sep-14


1000 N/A

Brand New

UK 10

5.17 1,310,000

760,794

118 COAGULATOR

MACHINE 2 2-Aug-15

Biotech Services, 63/A, Lake Circus, Panthapath (5th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

UK 10

6.09 480,000

314,449

119 DIATHERMIA 4 7-Mar-15 Biotech Services, 63/A, Lake Circus, Panthapath (5th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

ITALY 10

5.68 800,000

497,806

120 ECO MACHINE 1 2-Aug-14 Pimco Instrument,67,Nayapaltan

8Th Floor City Heart Building Dhaka-1000

N/A Brand New

KOREA 10

5.09 270,000

155,007

146

121 CONCEPT

TOUCH EYE MACHINE

2 2-Aug-14 Aros, RPS S.P.A Viale Europa, 7-


Brand New

UK 10

5.09 2,700,000

1,550,074

122 CENTRAL OXYGEN SYSTEM

1 2-Aug-14 Spectra International, House#17 Road#106, Block-CEN Gulshan-2

Dhaka-1000 N/A

Brand New

UK 10

5.09 6,528,100

3,747,791

123 SIMULATOR

HAND PATIENT MACHINE

2 2-Aug-14 Varian Medical Systems,

Hinterbergstrasse 14, CH-6330 Cham, Switzerland

N/A Brand New

USA 10

5.09 1,420,000

815,224

124

ENT ENDOVISION

DIGITAL SINGLE

CAMERA

1 6-Jun-15 Dhaka Medical Supply, B.M.A


N/A Brand New

Germany 10

5.93 4,450,000

2,858,912

125 ENDOSCOPY

MACHINE 1 9-Sep-15

Medionic Imaging Limited, Rangs Nasim Square, House # 46 (5th Floor, Road # 16, Dhanmondi,

Dhaka

N/A Brand New

Japan 10

6.19 3,365,000

2,232,793

126 MYTHIC 3 2-Aug-14 Technoworth Associates Ltd. 78,


N/A Brand New

France 10

5.09 400,000

229,641

127 INCUBATOR (B) 6 6-Feb-15 Dhaka Medical Supply, B.M.A


N/A Brand New

KOREA 10

5.60 6,950,000

4,279,962

128 AUTOCLAVE 10 2-Aug-14 Kamiya Tsusan Kaisha Ltd.,2-16-10 Yushima, Bunkyo-Ku, Tokyo, 113-

0034 Japan N/A

Brand New

Germany 10

5.09 909,000

521,858

129 STERILIZER MACHINE

6 2-Aug-14 Continental Surgicals, BMA

Bhaban,15/2,Topkhana Road, Dhaka-1000

N/A Brand New

Bangladesh

10

5.09 360,000

206,676

130 HOT AIR OVEN 5 1-Jan-15 Biotech Services, 63/A, Lake Circus, Panthapath (5Th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

Germany 10

5.50 2,900,000

1,762,715

147

131 PARAFIN HEATTER

4 2-Aug-14 Diamed,205, Shahid Syed Nazrul Islam Sharani, Bijoynagar Dhaka-

1000 N/A

Brand New

UK 10

5.09 165,000

94,727

132 ROTETOR 3 2-Aug-14 Continental Surgicals, BMA


N/A Brand New

UK 10

5.09 215,000

123,432

133 SYSMAX 2 10-Jan-15 Technoworth Associates Ltd. 78,


N/A Brand New

Japan 10

5.53 7,200,000

4,390,777

134 PLATELET

APHAERESI 2 23-Apr-15



Brand New

USA 10

5.81 5,900,000

3,732,857

135 HELENA 5 8-Apr-15 Diamed,205,Shahid Syed Nazrul Islam Sharani, Bijoynagar Dhaka-

1000 N/A

Brand New

UK 10

5.77 300,000

188,808

136 MICROTOM 5 2-Nov-15 Technoworth Assocites Ltd. 78,


N/A Brand New

Germany 10

6.34 3,247,500

2,193,744

137 LINAC PARTS - 5-Sep-14 Varian Medical Systems,


N/A Brand New

USA 10

5.18 900,000

523,482

138 VORTEX MIXTER

6 12-Nov-14 Projukti International, 67/F, Green


Brand New

Taiwan 10

5.37 480,000

286,434

139 ELIZA PLATE

READER 2 29-Dec-14


1000 N/A

Brand New

ITALY 10

5.50 580,000

352,157

140 MICROPIPETTE 20 28-Oct-14 Dhaka Medical Supply, B.M.A


N/A Brand New

UK 10

5.33 270,000

160,220

148

141 DISTILL WATER

PLANT 2 16-Nov-15

Osmonic Corporation, 16/c Mohamamad Pur, Dhaka

N/A Brand New

UK 10

6.38 280,000

190,015

142 FILAMENT

POWER SUPPLY 1 2-Mar-15

Unimed Ltd. 780/17, Basila Road, Mohammadpur, Dhaka-1207

N/A Brand New

USA 10

5.67 210,000

130,441

143 FUMIGATE MACHINE

SYSTEM 2 2-Aug-14

Biotech Services, 63/A, Lake Circus, Panthapath (5th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

Taiwan 10

5.09 400,000

229,641

144 ELECTROSURGICAL MACHINE

1 5-Aug-14 BIO-Trade International, Shajahan


N/A Brand New

Japan 10

5.10 55,000

31,612

145 MICRODERMAL

ASION MACHINE

3 2-Aug-14

Arnab & Himadri, House-25 ( th Floor) Road-2 Block-Kha, Piciculture

Housing Society, Mohammadpur, Dhaka-1205

N/A Brand New

Japan 10

5.09 465,000

266,957

146 HOSPITAL BED 10 2-Aug-13

Kenlife Medical Equipment Enterprise Co. ltd. West for QunLi Road, XiHai Village, Beijiao Town,

GuangDong, Chaina.

N/A Brand New

UK 10

4.09 1,570,000

774,169

147 WATER

FANTOM 6 2-Aug-14

Aros, RPS S.P.A Viale Europa, 7-37045 Legnago Verona, Italy.

N/A Brand New

Germany 10

5.09 340,000

195,194

148 GENERATOR 1 41853 Bangla CAT, 4,Mohakhali, Dhaka N/A Brand New

USA 10

5.09 7592892

4,359,090

149 TRANSFORMER

630 KVA 1 2-Aug-14

Tokai Power Products Ltd. 152/1/H, Green Road (8th Floor), Panthapath,

Dhaka-1205 N/A

Brand New

Bangladesh

10

5.09 1,875,000

1,076,440

150 PHYSIOTHERAPY INSTRUMENT

3-Aug-14 Physio Tech Services, Rose View Plaza, Room No.404 (3rd Floor), 185,Elephant Road, Dhaka-1205

N/A Brand New

India 10

5.09 862,000

495,067

149

151 LIFT 1 2-Dec-13 Maan Bangladeh Ltd., Chandrashila

Suvastu Tower (15th Floor), 69/1 Panthapath, Dhaka

N/A Brand New

KOREA 10

4.42 2,675,000

1,391,469

152 PHOTOTHERAP

Y MACHINE 4 2-Aug-14

Smart Printing Solution, House#6,Block#c, Nikaton, Dhaka.

N/A Brand New

China 10

5.09 66,000

37,891

153 LAPAROSCOPY

MACHINE 1 15-Aug-15

Sunny Trading Agency Pvt. Ltd, Aziz Super Market, 1st Floor, Room

30-31, Shahbagh Dhaka-1000 N/A

Brand New

Germany 10

6.12 2,706,050

1,987,944

154 DOPPLER MACHINE

3 18-Aug-14 Continental Surgicals,BMA

Bhaban,15/2 ,Topkhana Road, Dhaka-1000

N/A Brand New

Germany 10

5.13 41,000

23,684

155 TYPE WRITER

MACHINE 1 20-Aug-14


Dhaka-1000 N/A

Brand New

Japan 10

5.14 12,000

6,937

156

ONLINE UPS BATTERY FOR

LINAC MACHINE

2-Jun-14 Aros, RPS S.P.A Viale Europa, 7-


Brand New

China 10

4.92 858,000

480,964

157 PABX Machine 2-Aug-13 Telecom technology, B29/A(3rd Floor, Malibagh Chowdhuripara,

Dhaka-1217 N/A

Brand New

Japan 10

4.09 1,050,000

517,756

158 USG Machine 1 2-Jul-15


Block-G, Niketon, Gulshan,Dhaka-1212

N/A Brand New

Japan 10

6.00 3,693,000

2,793,214

159 BRACHY

MACHINE PARTS

1 20-Jul-14 Projukti International, 67/F, Green


Brand New

Germany 10

5.05 740,000

422,700

150

160 VIPER

MACHINE 1 2-Aug-14


Bagicha, Dhaka-1000, N/A

Brand New

Australia 10

5.09 200,000

114,820

161 FROZEN

MACHINE 1 2-Dec-14

Diamed,205,Shahid Syed Nazrul Islam Sharani, Bijoynagar Dhaka-

1000 N/A

Brand New

Germany 10

5.42 1,580,000

949,857

162 NEBULIZER 15 12-Aug-14 Projukti International, 67/F, Green


Brand New

ITALY 10

5.12 240,000

138,317

163 VIEW BOX 10 9-Sep-14 Continental Surgicals, BMA Bhaban,

15/2,Topkhana Road, Dhaka-1000 N/A

Brand New

Bangladesh

10

5.19 110,000

64,079

164 SPARE PARTS

FOR LINAC 3 8-Nov-14

Varian Medical Systems, Hinterbergstrasse 14, CH-6330

Cham, Switzerland N/A

Brand New

USA 10

5.36 5,760,000

3,432,092

165 ECG MACHINE 2 9-Nov-14 Projukti International, 67/F, Green


Brand New

KOREA 10

5.36 240,000

143,057

166 HOT WATER

BATH 4 20-Nov-14

Continental Surgicals, BMA Bhaban, 15/2,Topkhana Road, Dhaka-1000

N/A Brand New

China 10

5.39 480,000

287,286

167 PATIENT ALIMENT LEASER

4 9-Dec-14 Sunny Trading Agency Pvt. Ltd,

Aziz Super Market, 1st Floor, Room 30-31, Shahbagh Dhaka-1000

N/A Brand New

USA 10

5.44 3,100,000

1,868,459

168 MICROSCOPE 10 2-Jan-15 BIO-Trade International, Shajahan


N/A Brand New

Japan 10

5.51 7,820,000

4,754,988

169 SPOT LAMP 2 23-Jan-15 M/S. Tanim & Co, 16, Banga Banghu


Brand New

China 10

5.56 410,000

251,213

151

170 SUCKER

MACHINE 7 17-Feb-15

Continental Surgicals, BMA Bhaban,1 5/2,Topkhana Road,

Dhaka-1000 N/A

Brand New

Japan 10

5.63 191,500

118,397

171 PULSE

OXIMETER 12 17-Aug-15


Dhaka-1000 N/A

Brand New

KOREA 10

6.13 220,000

144,855

172 Linear

Accelerator Clinac IX

1 8-Nov-15 Varian Medical Systems,


N/A Brand New

U S A 10

6.36 153,818,171

111,870,456

173 Mammography

Machine 1 22-Mar-16

Siemens Healthcare GmbH, Munich, Germany

N/A Brand New

China 10

6.73 4,343,375

3,069,933

174 FROZEN MACHINE

1 22-Jul-2016 Diamed,205,Shahid Syed Nazrul Islam

Sharani, Bijoynagar Dhaka-1000 N/A

Brand New

10

7.06 1,580,000

1,159,534

175 Diatherapy

Machine 1 7-Sep-2016

Biotech Services, 63/A, Lake Circus, Panthapath (5Th Floor), Kalabagan,

Dhaka-1205 N/A

Brand New

USA 10

7.19

630,000

468,917

176 Dreger Anestisia

Machine 1

30-Sep-2016

Dragerwerk AG & Co. KGaA, Address: Moislinger Allee 53-55, 23558 Lubeck,

Germany. N/A

Brand New

Germany 10

7.25

1,751,087

1,312,293

177 OT Light & HD

Cemera 1

30-Sep-2016

Maquet South East Asia Pte Ltd., Address: 20 bendemeer Road, BS Bendemeer Centre # 06-01/02,

Singapore 339914.

N/A Brand New

France & Germany

10

7.25

1,421,407

1,065,226

178 Urology Machine 1 16-Oct-

2016

Sunny Trading Agency Pvt. Ltd, Aziz Super Market, 1st Floor, Room 30-31,

Shahbagh Dhaka-1000 N/A

Brand New

Germany 10

7.30

4,010,000

3,019,398

179 SUCCER MACHINE

2 20-Nov-

2016

Continental Surgicals,BMA Bhaban,15/2,Topkhana Road, Dhaka-

1000 N/A

Brand New

China 10

7.39

38,000

28,908

152

180 Centrifuge

Machine 1

30-Dec-2016

Transcom, House-3, Road-21, Block-C, Mirpur-10, Dhaka-1216

N/A Brand New

Germany 10

7.50

240,000

184,707

181 Autoclave Machine

1 31-Dec-

2016

Sturdy Industrial Co. Ltd. , Address:168,SEC. 1, AHONGXING RD., WUGU DIST., NEW TAIPEI CITY 24872,

TAIWAN

N/A Brand New

Taiwan 10

7.50

864,259

665,335

182 ETP 1 31-Dec-

2016

Naba International, House-19,Road-2, PC Culture Housing(Shekhertek)

Adabor, Dhaka-1207 N/A

Brand New

Turkey 20

17.50

3,782,280

2,987,685

183 Sergical

equipments

31-Dec-2016


1000 N/A

Brand New

China 10

7.50

4,324,147

3,328,871

184 Water

Purification Machine

1 24-Feb-

2017 Mafco, 974 East Shewrapara(2nd Floor)

Orbit Buildring. Mirpur, Dhaka-1216 N/A

Brand New

Bangladesh

10

7.65

160,000

125,126

185 DOPLER MACHINE

2 28-Feb-

2017 Moon E Meen,696/A, Khilgaon, Dhaka-

1219 N/A

Brand New

China 10

7.67

26,000

20,356

186

PHYSIOTHERAPY Instrument

1 12-Mar-

2017 Soft Touch Bio Medics, 363/5,(3rd

floor), Mirpur, Dhaka-1216,Bangladesh N/A

Brand New

USA 10

7.70

15,800

12,412

187

Linac-1 Machine Spare

Water PumpSTB,

1 14-Mar-

2017 Tradevision,House-B/141,Road-22,New

DOHS Mohakhali, Dhaka-1216 N/A

Brand New

USA 10

7.70

450,000

353,715

188 Blood Coll.

Monitor 1

20-Apr-2017

Diamed, 205,Shahid Syed Nazrul Islam Sharani, Bijoynagar Dhaka-1000

N/A Brand New

USA 10

7.81

240,000

190,619

189 Blood

Donation Lounge

1 20-Apr-

2017 Diamed, 205,Shahid Syed Nazrul Islam


Brand New

Germany 10

7.81

370,000

293,870

190 ECG MACHINE 1 9-May-

2017 Projukti International,67/F, Green


Brand New

KOREA 10

7.86

110,000

87,831

153

191 Whole Bloob Refrigerator

1 15-May-

2017 Diamed, 205,Shahid Syed Nazrul Islam


Brand New

USA 10

7.87

780,000

623,838

192 Electric

Equipment

31-Mar-2017

Auxiliaru Refregeration, Shatabdi Centre , Suite-2C,Level-3 Inner Circular Road,

Fakirapool, Motijheel, Dhaka-1000 N/A

Brand New

China 10

7.75

1,160,434

910,487

193 PULSE

OXIMETER 4

13-Jun-2017


1000 N/A

Brand New

KOREA 10

7.95

271,500

218,891

194 Water Chemical

Filter 1

1-Aug-2017

Tradevision Ltd.House#B-141,Halim Villa,Lane#22,NEW

DOHS,Mohakhali,Dhaka-1206. N/A

Brand New

USA 10

8.09

1,280,000

1,046,900

195 Diesel Generator 1 1-Aug-

2017

Bangla Trac Ltd.House#68,(Old-45),Road#11,Block#H,Bananni,Dhak

a-1213. N/A

Brand New

UK 10

8.09

4,850,794

3,967,418

196 Viedieo

Endoscopy Machine

1 1-Sep-2017 Olympus Singapore PTE Ltd.438B

Alexandra Road, Alexendra Technopark BlkB, Singapore.

N/A Brand New

Japan 10

8.17

3,904,435

3,223,245

197 Vaccume Cleaner

Machine 1

12-Nov-2017

Continental Surgicals, BMA Bhaban,15/2, Topkhaka Road,

Dhaka-1000. N/A

Brand New

China 10

8.37

20,500

17,287

198 Photothreapy

Machine 1

17-Nov-2017

Kasem Scientifc,15,Aziz Cooerative Market,Shahbagh, Dhaka.

N/A Brand New

China 10

8.38

45,000

38,003

199

Roxita 500Sr Floorstanding

Centifuge Machine.(Blood

Bank)

1 19-Apr-

2018

Transcom Distribution Com. Ltd , Housr-03 Road-21 Block- C Mirpur-

10 Dhaka-1216 N/A

Brand New

USA 10

8.80

1,986,792

1,752,840

154

200 Platilate

Incubator(Blood Bank)

1 19-Apr-

2018

Transcom Distribution Com. Ltd , Housr-03 Road-21 Block- C Mirpur-

10 Dhaka-1216 N/A

Brand New

USA 10

8.80

764,151

674,170

201

CPU Board Including RAM

Endoscopy Machine

25-Apr-

2018

Medionics Imaging Ltd. Rangs Nasim Square,House#46,5th

Floor,Road-16,Dhanmondi, Dhaka-1209.

N/A Brand New

Japan 10

8.82

615,000

543,492

202 Surgical

Equipment

25-Apr-2018

Continental Surgical, BMA Bhaban , 15/2 Topkhana Road Dhaka-1000

N/A Brand New

Pakistan 10

8.82

902,014

797,133

203 ECG MACHINE 1 30-Apr-



Brand New

Japan 10

8.83

100,000

88,496

204

DH4 Plasma Thawer

Machine(BloodBank)

1 30-Apr-

2018

Diamed, 205,Shahid Syed Nazrul Islam Sharani, Bijoynagar Dhaka-

1000 N/A

Brand New

USA 10

8.83

604,800

535,223

205 Colour STN LCD Monitor

1 30-Apr-



Brand New

KOREA 10

7.83

152,000

120,834

206 AC 10 31-Dec-

2017

Auxiliary Refrigeration , Shatabdi Centre Suit- 2C, Level-3, Inner

Circular Road Fakirapool, Motijheel, Dhaka-1000

N/A Brand New

Thailand 10

8.50

2,383,180

2,038,500

207 PULSE

OXIMETER 10

31-May-2018


Dhaka-1000 N/A

Brand New

KOREA 10

8.92

100,000

89,260

208 Baby Incubator

Machine 1

31-May-2018

Moon E Meen Ltd, 17/2 (3ed Floor), Topkhana Road, Dhaka- 1000,

Bangladesh N/A

Brand New

Japan 10

8.92

432,000

385,604

155

209

Hemotek-2Ele. BC

Monitor(Blood Bank)

31-May-

2018

Technoworth Associaaaates Ltd.78,Motijheel C/A 1st Floor North

Side, Dhaka-1000. N/A

Brand New

ITALY 10

8.92

248,400

221,723

210 Uroflowmentry

Machine 1

31-May-2018

Sunny Trading Agency Pvt. Ltd, Aziz Super Market, 1st Floor, Room

30-31, Shahbagh Dhaka-1000 N/A

Brand New

Jermany 10

8.92

490,000

437,375

211 Water Pump

STB,

31-Dec-2017

Tradevision Ltd House- B-141, Halim Villa Lane- 22 , New DOHS, Mohakhali Dhaka-1206

N/A Brand New

ITALY 10

8.50

1,050,000

898,138

212 Syringe Pump 2 30-Jun-

2018

Unimed Ltd.,62/40,Metro Housing Main

Road,Basilla,Mohammadpur,Dhaka-1207

N/A Brand New

Japan 10

9.00

176,000

158,400

213 Infusion Pump 2 30-Jun-

2018

Unimed Ltd.,62/40,Metro Housing Main

Road,Basilla,Mohammadpur,Dhaka-1207

N/A Brand New

Japan 10

9.00

315,000

283,500

214 Linac-2 Spare

Parts 1-Feb-2018

Medi-Tech International,43/4,Paltan Tower,Purana Paltan lane,Dhaka-

1000. N/A

Brand New

USA 10

8.59

922,500

796,358

215 USG Machine 1 31-Aug-

2017 Philips medical System,5621 JG

Eindhoven,Nederland N/A

Brand New

USA 10

8.17

3,287,181

2,712,870

216 ECHO Machine 1 31-Dec-

2017 Philips medical System,5621 JG

Eindhoven,Nederland N/A

Brand New

USA 10

8.50

2,800,193

2,395,201

217 Electric

Equipment

31-Dec-2017

Ripon electric, Cooperative market, Mirpir-1

N/A Brand New

China 10

8.50

138,434

118,412

156

218 Medical Gas Pipe Line ICU

1-Mar-2018 Spectra International

Ltd.,House#17,Road#106,Block#CEN(F),Gulshan-2,Dhaka-1212.

N/A Brand New

UK 10

8.67

657,950

572,525

219 Plazma Extractor Machine(Blood

Bank) 1 1-Apr-2018

Medi Kit Trading,24/13,Khilji Road,Shamoli,Dhaka-1207.

N/A Brand New

Jermany 10

8.75

295,920

259,761

220 Optical Fibre Microscope

1 1-Apr-2018

Plus Hospitech,House#61/1 3rd Floor, New Airport

Road,Amtoli,Mohakhali,Banani,Dhaka-1212.

N/A Brand New

Japan 10

8.75

164,000

143,961

221 TV 1 31-Jul-2018 Transcom Electronics Ltd, 17, Darus Salam Road, Mirpur-1, Dhaka-1216.

N/A Brand New

China 10

9.08

24,505

22,263

222

Microtom Machine, Spin

Tissue Processor, Grossing Station

3 29-Nov-

2018

Daffodil Medi-World, 206/1 Gha, Ahmed Nagar, Paik Para, Mirpur-1,

Dhaka-1216 N/A

Brand New

Germany,

Spain,Turky

10

9.42

2,997,500

2,822,577

223 Surgical

Equipment

20-Jun-2019

Continental Surgical, BMA Bhaban, 15/2 Topkhana Road, Dhaka-1000.

N/A Brand New

Pakistan 10

9.97

936,633

934,067

224 ECG Machine,

Patient Monitor, DC Servo Motor

13-Jun-

2019 Projukti International, 67/F, Green

Road (First Floor), Dhaka-1205 N/A

Brand New

KOREA 10

9.95

5,866,846

5,839,521

225

Pulse Oximeter, Suction Machine, Pulse Oximeter

(Korea)

20-Jun-

2019

Pantech Enterprise Pvt. Ltd., Aziz Super Market (1st Floor), Room-110,

Shahbagh, Dhaka N/A

Brand New

KOREA 10

9.97

330,000

329,096

226 Low

Temperature Freezer

1 16-Sep-

2018

Technoworth Associaaaates Ltd., 78, Motijheel C/A 1st Floor North Side,

Dhaka-1000. N/A

Brand New

U.S.A 10

9.21

2,616,000

2,410,304

227 ECG MACHINE 5 13-Jun-

2019 Phulhar & Company, 379, East

Rampura (1st Floor), Dhaka-1219. N/A

Brand New

KOREA 10

9.95

530,600

528,129

157

228

Doplar Machine, Diathreamy

Machine, Pulse Oximeter

15-Aug-

2018

Moon E Meen Ltd, 17/2 (3rd Floor), Topkhana Road, Dhaka- 1000,

Bangladesh. N/A

Brand New

China 10

9.13

267,000

243,665

229 Monitor 4 18-Sep-

2018

Computer Village, 95 New Elephant Road, City Super Market (1st Floor),

Dhaka-1205 N/A

Brand New

KOREA 10

9.22

40,350

37,199

230 Computer Server,

Computer Software, Printer

1 13-Jan-2019 Global Brand Pvt. Ltd., 19/2, West

Panthapath Dhanmondi, Dhaka-1205

N/A Brand New

China 10

9.54

790,000

753,638

231 Printer, UPS, 6 18-May-

2019 Flora Ltd., 108, New Elephant Road,

Dhaka-1205. N/A

Brand New

China 10

9.88

88,600

87,556

232 Telephone Set 20 18-Sep-

2018

Telecom Technology, B29/A (3rd) Floor, Malibagh Chowdhuripara,

Dhaka-1217 N/A

Brand New

Malaysia 10

9.22

28,600

26,367

233 TV, Mobile 5 6-Mar-2019 Transcom Digital, 17, Darus Salam

Road, Mirpur-1, Dhaka-1216. N/A

Brand New

China 10

9.68

201,227

194,832

234 CCTV Camera 20 20-Jun-

2019

Integrated Engineering Solution, 10, Muktobangla Shopping Complex (4th

Floor), Mirpur-1, Dhaka-1216 N/A

Brand New

China 10

9.97

115,000

114,685

235 Computer,

Monitor, Router 1 29-Jan-2019

Confident Computer, Capital Tower, Shop No 1-3, 3rd Floor, Darus Salam

Rood, Dhaka-1216 N/A

Brand New

China 10

9.58

47,530

45,551

236 Computer 1 22-Aug-

2018

Smart Technologies BD. Ltd., Yakub South Center, 156 Mirpur Road (2nd

Floor), Lake Circus, Kalabagan, Dhaka-1205

N/A Brand New

China 10

9.15

51,000

46,641

237 UPS,

Rechargeable Sealed Lead Acid

1 20-Jul-2018 M.M. Corporation, 21/1, Mukti Bhaban, Purana Paltan, Dhaka

N/A Brand New

China 10

9.05

431,743

390,934

158

Battery,

238 Water Motor 1 31-Aug-

2018

Sigma Pumps Ltd., House # 24, Road # 18, Sector 3, Uttara, Dhaka-

1230. N/A

Brand New

China 10

9.17

57,000

52,268

239 UPS 1 15-Sep-

2018

Astute Electronics, House # 10, Road # 1, B-A, Sec. 11, Mirpur,

Dhaka 1216 N/A

Brand New

China 10

9.21

26,000

23,948

240 UPS 1 30-Sep-

2018

Sysmark Ltd., 25 (2nd Floor), Lake Circus, Kalabagan, Dhanmondi,

Dhaka-1205 N/A

Brand New

KOKEA 10

9.25

23,000

21,280

241 Digital Floor

Display Monitor 1

25-Apr-2019

Unique Business System Ltd., Concord Modhumoti Plaza, Plot # 11

(4th & 6th Floor), Road # 11, Block # G, Banani, Dhaka-1213

N/A Brand New

KOKEA 10

9.82

157,000

154,161

242 Solar PV Module 1 30-Apr-

2019

Brothers Power Solution & Services, House: 33 (1st Floor), Middle

Paikpara, Mirpur-1, Dhaka-1216 N/A

Brand New

China 10

9.83

75,000

73,747

243 Freeze 1 19-May-

2019 Victor International, Bhangabondu

Stadium, Dhaka 1000 N/A

Brand New

China 10

9.88

66,000

65,241

244 De-Humidifier 1 19-May-

2019

Shamrat Electronics, 46, Bangabandhu Stadium Market,

Dhaka 1000 N/A

Brand New

China 10

9.88

66,000

65,241

245 Anaesthesia

Machine With Ventilator

1 18-Mar-

2019

City Electro-Medics Co., House # 1186 (1st Floor), Avenue # 1 (Old

Road # 5), Mirpur DOHS, Dhaka-1216

N/A Brand New

Germany 10

9.72

4,136,680

4,018,813

159


2 13-Jun-

2019

Sunny Trading Agency Pvt. Ltd., Suvastu Ittehad Square, 7th Floor,

Suite # 7-A & 7-B, House # 11, Road # 5, Dhanmondi, Dhaka-1205

N/A Brand New

USA 10

9.95

1,175,688

1,170,212

247 Horizontal Type

Autoclave Machine

1 15-May-

2019

Life Source International, House # 105 (1st Floor), Barabagh (Behind the Mirpur-2 Police Station), Mirpur-2,

Dhaka-1216

N/A Brand New

Taiwan 10

9.87

1,068,200

1,054,738

248 Operation

Theater Table, Syringe Pump,

1 12-May-

2019

Precision Medical Resources, 8-A, Meherba Plaza, 33, Topkhana Road,

Dhaka-1000 N/A

Brand New

Japan 10

9.87

5,995,650

5,915,160

249 Syringe Pump 5 25-Jun-

2019

Unimed Ltd., 62/40, Metro Housing Main Road, Basilla, Mohammadpur,

Dhaka-1207 N/A

Brand New

Japan 10

9.99

440,000

439,397

250 AC 12 15-Mar-

2019

Auxiliary Refrigeration, Shatabdi Centre Suit- 2C, Level-3, Inner

Circular Road Fakirapool, Motijheel, Dhaka-1000

N/A Brand New

Taiwan 10

9.71

1,716,250

1,665,938

Total 793,626,864

409,563,478

160

List of Machineries & Equipment added during the year 30 June 2019

Sl Name of the machinery Seller name & address Amount in Tk.

1 TV Transcom Electronics Ltd, 17, Darus Salam Road, Mirpur-1, Dhaka-1216. 24,505

2

Microtom Machine, Spin Tissue Processor, Grossing Station Daffodil Medi-World, 206/1 Gha, Ahmed Nagar, Paik Para, Mirpur-1, Dhaka-1216

2,997,500

3 Surgical Equipment Continental Surgical, BMA Bhaban, 15/2 Topkhana Road, Dhaka-1000. 936,633

4

ECG Machine, Patient Monitor, DC Servo Motor Projukti International, 67/F, Green Road (First Floor), Dhaka-1205

5,866,846

5

Pulse Oximeter, Suction Machine, Pulse Oximeter (Korea)

Pantech Enterprise Pvt. Ltd., Aziz Super Market (1st Floor), Room-110, Shahbagh, Dhaka

330,000

6 Low Temperature Freezer

Technoworth Associaaaates Ltd., 78, Motijheel C/A 1st Floor North Side, Dhaka-1000.

2,616,000

7 ECG MACHINE Phulhar & Company, 379, East Rampura (1st Floor), Dhaka-1219. 530,600

8

Doplar Machine, Diathreamy Machine, Pulse Oximeter Moon E Meen Ltd, 17/2 (3rd Floor), Topkhana Road, Dhaka- 1000, Bangladesh.

267,000

9 Monitor Computer Village, 95 New Elephant Road, City Super Market (1st Floor), Dhaka-1205 40,350

10

Computer Server, Computer Software, Printer

Global Brand Pvt. Ltd., 19/2, West Panthapath Dhanmondi, Dhaka-1205

790,000

11 Printer, UPS, Flora Ltd., 108, New Elephant Road, Dhaka-1205. 88,600

12 Telephone Set Telecom Technology, B29/A (3rd) Floor, Malibagh Chowdhuripara, Dhaka-1217 28,600

13 TV, Mobile Transcom Digital, 17, Darus Salam Road, Mirpur-1, Dhaka-1216. 201,227

14 CCTV Camera

Integrated Engineering Solution, 10, Muktobangla Shopping Complex (4th Floor), Mirpur-1, Dhaka-1216

115,000

15 Computer, Monitor, Router

Confident Computer, Capital Tower, Shop No 1-3, 3rd Floor, Darus Salam Rood, Dhaka-1216

47,530

16 Computer

Smart Technologies BD. Ltd., Yakub South Center, 156 Mirpur Road (2nd Floor), Lake Circus, Kalabagan, Dhaka-1205

51,000

17

UPS, Rechargeable Sealed Lead Acid Battery, M.M. Corporation, 21/1, Mukti Bhaban, Purana Paltan, Dhaka

431,743

18 Water Motor Sigma Pumps Ltd., House # 24, Road # 18, Sector 3, Uttara, Dhaka-1230.

161

57,000

19 UPS Astute Electronics, House # 10, Road # 1, B-A, Sec. 11, Mirpur, Dhaka 1216 26,000

20 UPS Sysmark Ltd., 25 (2nd Floor), Lake Circus, Kalabagan, Dhanmondi, Dhaka-1205 23,000

21 Digital Floor Display Monitor

Unique Business System Ltd., Concord Modhumoti Plaza, Plot # 11 (4th & 6th Floor), Road # 11, Block # G, Banani, Dhaka-1213

157,000

22 Solar PV Module

Brothers Power Solution & Services, House: 33 (1st Floor), Middle Paikpara, Mirpur-1, Dhaka-1216

75,000

23 Freeze Victor International, Bhangabondu Stadium, Dhaka 1000 66,000

24 De-Humidifier Shamrat Electronics, 46, Bangabandhu Stadium Market, Dhaka 1000 66,000

25 Anaesthesia Machine With Ventilator

City Electro-Medics Co., House # 1186 (1st Floor), Avenue # 1 (Old Road # 5), Mirpur DOHS, Dhaka-1216

4,136,680


Sunny Trading Agency Pvt. Ltd., Suvastu Ittehad Square, 7th Floor, Suite # 7-A & 7-B, House # 11, Road # 5, Dhanmondi, Dhaka-1205

1,175,688

27 Horizontal Type Autoclave Machine

Life Source International, House # 105 (1st Floor), Barabagh (Behind the Mirpur-2 Police Station), Mirpur-2, Dhaka-1216

1,068,200

28 Operation Theater Table, Syringe Pump, Precision Medical Resources, 8-A, Meherba Plaza, 33, Topkhana Road, Dhaka-1000 5,995,650

29 Syringe Pump

Unimed Ltd., 62/40, Metro Housing Main Road, Basilla, Mohammadpur, Dhaka-1207

440,000

30 AC

Auxiliary Refrigeration, Shatabdi Centre Suit- 2C, Level-3, Inner Circular Road Fakirapool, Motijheel, Dhaka-1000

1,716,250

30,365,602

162

(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of the suppliers, date of placement of order and the date or expected date of supply, etc.

The following machineries are required to be bought for expansion project:

Sl. Name of machinery

Details of the

machineries

Cost of machinery

(Tk.)

Name of supplier

Address Date of placement

of order

Expected date of supply

1

External Beam

Teletherapy

Machine

(Cobalt 60)

Please see note-1 below

118,127,942 Projukti

International Limited

20/2 West panthapath (1st Floor), Dhaka-1205, Bangladesh

Yet to be placed

Yet to be supplied

2 MRI 110,108,049

Siemens Health Care

MRI & CT Simulator Machine

Siemens Healthineers Headquarters Siemens Healthcare GmbH Henkestr. 127 91052 Erlangen German Local Agent Siemens Bangladesh

Limited

ZN Tower (Siemens House) Gulshan Avenue; Road No. 8, Plot 2, Gulshan-1, Dhaka-1212 , Bangladesh

Digital X- Ray Medi Grapic Trading Ltd Corporate Office GME House, Plot-2, Road-13 , Block-G, Nekatan, Gulshan, Dhaka-1212

3 CT Simulator

Machine 72,312,537

4 Digital X-Ray 8,200,000

5

Bone Marrow

Transplantation

Center

80,141,200

Diamed, 205 Shahid

Nazrul Islam Swarani, 1st

Floor, Dhaka 1000 &

Technoworth Associates

Ltd. 78 Motijheel CA,

Dhaka-1000.

Total 388,889,728

163

Note-1

Sl Name of

Machine

Description

External

Beam

Teletherapy

Machine

BASE UNIT

THERATRON® Equinox External Beam Therapy System

Fully IEC compliant to IEC 60601-1,60601-1-

2(2001),60601-2-11

100 cm Pendulum

Includes:

-SAD Isocentric Pendulum, 100cm

• Hand Control

• Remote Control Console

-Accessory rails

• 19”flat screen in-room screen display

• Uninterruptible Power Supply

• One box of Radiographic film XV2

• One THERATRON Equinox User Manual

• One THERATRON Equinox Service Manual

• Bulbs and Fuses kit

- False Wall Kit

- Treatment distance indicator, 100cm

- Spares Kit Equinox 100

Cable Length: 27.4m(90ft.)-Console to Unit

Power: 115 VAC,60Hz or 230VAC, 50Hz(Select One)

Manuals, labeling and screen displays will be provided in English language only.

TABLE

Avanza Patient Positioning Table Motorized motions

isocentric rotation, vertical, lateral and longitudinal motions. Table positions are displayed on the in-room

screen display. Laminate table top with tennis racket Spares Kit-For Avanza Table

AVANZA TABLE ACCESSORIES

Oblique Treatment Table Top Inserts-100cm

FACTORY INSTALLED OPTIONS

100cm SAD

The 100cm SAD configuration provides a maximum field

size of 43x43cm

Full Remote Auto-Setup-Factory installed option:

This accessory hardware and software provides redundant position sensing of all 5 collimator positions. All

collimator positions can be set up automatically from the Control Console, alongwith gantry angle. This

functionality allows very efficient delivery of multiple beam treatments.

Motorized Wedge

An internal wedge controlled electromechanically produces effective wedge angles by varying the ratio of

time the wedge is in the beam relative to total exposure time.

Asymmetric Collimator

The asymmetric collimator provides independent collimator leaf motion

Collision Detection Device

Additional Accessories

MultiLeaf Collimator (MLC)

MultiLeaf Collimator which includes: (For 100cm units Included only)

164

#of leaves: 60 (2 banks of 30)

-Max field size 30x30cm for CRT and 30x15cm for IMRT (50% over travel)

-Leaf thicknesses 1cm projected at isocentre

-Tungsten leaf height 5cm

-Inter leaf lekeage <2%

-Leaf focus: single focus

-Weight: 60kg

-MLC is easily removable for operation with standard collimator (43x43 cm field)

-MLC controller PC and integrated cabling

-3D-CRT and IMRT Planning Software

Treatment Planning System (TPS)

Mobile MOSFET wireless Dose Verification System

The mobile MOSFET is a portable, easy to use, seamlessly integrated system that simplifies dosimetry and

minimizes QA time

Source

178 Rmm ICRU or 205 Rmm ECR(equipment conversion

ratio) 2.0cm diameter source

Unit output of 280cGy/min Air Kerma Rate for maximum field size, or, 263cGy/min for 10cmx10cm field

at Dmax at 80cm SAD, and; 179cGy/min Air Kerma Rate for maximum field size, or, 166cGy/min for

10cmx10cm field at Dmax at 100cm SAD

Activity minimum: 10,000 Curies

Beam Physics Data at 100cm SAD is included with purchase of a source for a THERATRON configured at

100cm SAD

Note: Shipping and insurance charges are not included in the above price

Invoice price is fixed based on the output being within +/-of the ordered output. If the measured output,

as measured and confirmed by Best Theratronics Ltd, is less than 90% of the ordered output the price shall

be

reduced by the ratio of measured-to-90% of ordered

output. Source to be shipped in F147 shipping container.

Price includes container rental for a 30day period. A rental charge of 500.00 per day will be applied to

containers returned after 30 days.

Sealed sources supplied by Best Theratronics Ltd may be returned to Best Theratronics Ltd after their

useful lives. The returned sealed sources will become the property of Best Theratronics Ltd upon arrival.

Upon request, Best Theratronics Ltd will provide qualified personnel and licensed shipping containers to

execute the source removal and transfer. Removal, transfer, shipment and disposal of the sealed sources

will be charged to the customer‟s account.

GENERAL ACCESSORIES

Mechanical Back pointer

Universal Wedge Kit

Includes 15,30,45,60 degree Universal Manual Wedges Included for fields up to 15Wx20L-cm at 80 cm

SAD or 18.5Wx25L cm at 100 cm SAD

GAMMEX LASER SYSTEM

Gammex 2 red cross and 1 red sagittal line lasers with installation Includes 3 red diode lasers (2 red cross

and 1 Included red sagittal) and power supply 110/220V Installation

RADIATION AND PATIENT MONITORING ACCESSORIES

Radiation Therapy Room Monitor The radiation room monitor consists of a switch Included selectable trip

level at 2.5 or 20mR/hr with flashing lights to indicate source exposure

165

CCTV System (115V-220V/50Hz-60Hz) Included Includes B/W monitor, camera, lens, bracket and 12.2m

cable

Voice Intercom Kit, Teletherapy Systems 220V/115V

INSTALLATION

Installation by Team Best Theratronics Asia

COMBINATION TOOL KIT & CRANE

Theratron Installation Crane Box

Theratron Installation Tool Box

Equinox Secondary Tool Box

SHIPPING CHARGES

From Best Theratronics Ltd. To any North American Air/Sea Port to destination Air/Sea Port.

Return SHIPPING CHARGES:


NOTE:

1. Shipment from airport/seaport to customer site including return from customer site to airport/seaport is

the responsibility of the customer.

2. The actual shipping charge will be determined prior to you issuing your purchase order. A revised

quotation can be issued upon request. 4-6 weeks is needed to provide current shipping charges.

Not included in the above rates: transport insurance, customs, duties, taxes, customs

inspection/examination, storage charges and container detention/demurrage charges. Above rates subject

to confirmation at actual time of shipment. Subject to acceptance of Class 7 at actual time of shipment.

INSURANCE CHARGES

Ottawa, Ontario, Canada to Destination Port(s) only.

Sl Name of Machine Specification

2 MRI Machine Name : 1.5 T Super Conductive 16 Channel Silent MRI

Model : MAGNETOM Amira

Manufacturer : Siemens Healthcare GmbH, Germany

Country of Origin : Germany (Main System)

HS COD : 9018.13.00

Description:

MAGNETOM Amira, Tim 4G+DotSystem

MAGNETOM Amira provides advanced clinical capabilities at lower costs per scan. It is based on

the latest MRI software, featuring Quiet Suite for high patient comfort. The all new Eco-Power

allows energy reduction of 30% in standby mode – taking care of a more ecological footprint and

lower TCO.

The system includes:Tim 4G+Dot

Tim 4G provides increased patient comfort and optimized workflow efficiency. Only one patient

setup, no repositioning, no changing of coils. Ultra-light-weighted coils with high density of coil

elements for maximized patient comfort and increased SNR. Feet-first positioning reduces

claustrophobia.Tim 4G with its 4G flexibility, 4G accuracy and 4G speed brings image quality and

acquisition speed to a new level.

Dot offers a customizable framework for patient personalization, user guidance and exam

166

automation. Optimized scan strategies are provided and can be selected based on patient condition,

which allow for high quality exams even when conditions change. Integrated decision points allow

the user to easily add or remove one or a group of protocols with one click. Step by step image and

text guidance guides novice users even through the most complicated exams. Exam automation

allows optimal timing for breathing, scanning, planning or contrast arrival. Dot can be easily

customized to follow the individual standards of care.Dot is personalized, guided and automated

and designed to improve workflow efficiency and image consistency.

MAGNETOM Amira gives a patient friendly appearance that can significantly help patients with

anxiety or claustrophobia.

Magnet:

Short 155 cm long (171 cm with covers), whole-body superconductive 1.5T magnet with active

shielding (AS) technology with counter coils

External Interference Shielding (E.I.S.)

Excellent homogeneity enabled by TrueForm magnet design which allows for a cylindrically

optimized homogeneity volume resulting in higher image quality (50 × 50 × 45 cm³ DEV, typ. 4.7

ppm based on the 24-plane plot method)

The magnet has a helium capacity of approximately 1,300 liters and a typical Helium boil-off rate

of 0 l/yr during typical, undisturbed clinical operation depending on the sequences used and

examination time, and provided the system is serviced in regular intervals.

It has an integrated magnet cooling system.

Integrated Eco-Power technology to save around 30% of energy during standby of the system.

Gradient system :

Actively shielded water-cooled world-class gradient system

True Form Gradient Design

All axes force compensated

DirectRX - RF Transmit/Receive System:

Fully integrated Receive path in the magnet housing including extremely

compact water-cooled solid state amplifier with 15 kW peak power

High dynamic range

Feedback loop for real-time sequence adaptation

Integrated no tune transmit/receive Body Coil

The revolutionary Tim 4G technology allows connecting up to 96 coil

elements simultaneously enabling higher SNR and iPAT in all directions.

No repositioning of patients is needed even for large Field of View

examinations.

Dual-Density Signal Transfer enables ultra-high density coil design by

integrating key RF components into the local coil.

Tim 4G Coils:

167

The new Tim 4G coil technology with Dual-Density Signal Transfer, DirectConnect and

SlideConnect technology combines key imaging benefits:

Excellent image quality, high patient comfort, and unmatched flexibility.

The Tim 4G coils are designed for highest image quality combined with easy handling. The high

coil element density increases SNR and reduces examination times. DirectConnect and

SlideConnect™ technology reduce patient set up time significantly. The coils are designed with

the patient in mind. Light weighted coils and open design ensure highest patient comfort which

results in better patient cooperation and image quality. No coil changing with multi-exam studies

saves patient setup- and table time.

AutoCoilSelect enables dynamic, automatic, or interactive selection of the coil

System includes the following coils:

coil 16- 1 no.

Body 13 - 2 nos.

Spine 18 - 1 no.

iTX Extremity 18 #Am - 1 no.

Flex Large 4 - 1 no. / Flex Small 4 - 1 no.

Breast coil – 1 no.

Tim Table

The maximum scan range of the Tim Table is 140 cm.

The maximum patient weight of 200 kg (440 lbs) is valid for horizontal and

vertical movements, which ensures maximized patient comfort for obese

patients.

The patient table can be lowered to a minimum height of 58 cm from the

floor, for easier patient positioning and better accessibility for geriatric,

pediatric or immobile patients. An infusion stand is integrated to ensure fast

patient set up also for critical patients.

Multiple Tim4G coils can be connected at once for efficient and patient

friendlyexaminations.

The Tim Table can be moved with two clicks into the isocenter - one click to

the upmost position and one click into the isocenter.

Dot (Day Optimizing Throughput) Engine

Dot multiplies the power of Tim resulting in greater image consistency and diagnostic

confidence.DotGO

Go for consistent results, efficiently with Dot Engines.

Dot Cockpit

The central tool to continuously build knowledge into standardized exams strategies and to make

those available for every user in the MRI department. Dot Cockpit is the new starting point

168

forevery exam.

Dot Control Center and Dot Display

The ergonomically designed Dot Control Center is integrated left into the front cover for

controlling table movement and interaction with the Dot Display. The Dot Control Center is well

illuminated for easy visual recognition. Automated table move up to upmost position, to center

position or Home position facilitate smooth patient preparation and will reduce table time

Dot Technology

Dot gives uniquely tailored, optimized scans configurable to patient condition or clinical

question.Dot provides patient personalization, user guidance and exam automation and is of course

configurable by the user to adapt to the different clinical needs and standards of care.

Brain Dot Engine

The Brain Dot Engine provides guided and automated workflows customizable to the site specific

standards of care for general brain examinations. The Brain Dot Engine supports the user in

achieving reproducible image quality with increased ease of use and time efficient exams.

Tim Application Suite

The Tim Application Suite offers a complete range of clinically optimized sequences, protocols

and workflow functionalities for all body regions. Excellent head-to-toe imaging can be

accomplished with the sequences and features included in this application suite. To enable this

comprehensive application range, ten dedicated application packages have been included.

System includes the following Software:

Neuro Suite

Angio Suite

Cardiac Suite

Body Suite

Onco Suite

Breast Suite

Ortho Suite

Pediatric Suite

Scientific Suite

Neuro Suite

Comprehensive head and spine examinations can be performed with dedicated programs. High

resolution protocols and fast protocols for uncooperative patients are provided. The Neuro Suite

also includes protocols for diffusion imaging, perfusion imaging, and fMRI. It includes for

example:

Angio Suite

169

Excellent MR Angiography can be performed to visualize arteries and veins with or without

contrast agent.

Contrast-enhanced MRA

Cardiac Suite

The cardiac suite covers comprehensive 2D routine cardiac applications, ranging from morphology

and ventricular function to tissue characterization. Featuring syngo BEAT 2D in conjunction with

iPAT and T-PAT techniques.

Physiological Measurement Unit (PMU) - Wireless Physio Control

Synchronizes the measurement with the physiological cycles (triggering to

minimize motion artifacts caused by cardiac and respiratory movements)

Wireless Sensors

Wireless Vector ECG / respiration and pulse sensors for physiologically

synchronized imaging, rechargeable battery-powered - for optimized patient

handling

Physiological Signals Display

ECG (3 channels)

Pulse

Respiration

External Trigger Input Display

Breast Suite

MR imaging has proven a very high sensitivity for breast lesions and is the gold standard for the

examination of silicone implants. Extremely high spatial and temporal resolution can be achieved

in very short measuring times by using iPAT with GRAPPA.

Body Suite

Body Suite covers your needs for clinical body applications. Ultrafast high resolution 2D and 3D

protocols are provided for abdomen, pelvis, MR Colonography, MRCP, dynamic kidney, and MR

Urography applications. Siemens unique 2D PACE technique makes body imaging easy allowing

for multi-breath hold examinations as well as free breathing during the scans. Motion artifacts are

greatly reduced with 2D PACE Inline technology.

Onco Suite

MR imaging has an excellent advantage of soft tissue contrast, multi-planar capabilities and the

possibility of selectively suppressing specific tissue e.g. fat or water. This helps visualize

pathologies, particularly metastases. The Onco Suite features a collection of sequences as well as

protocols and evaluation tools that guide through a detailed screening of clinical indications, such

as in hepatic neoplasms.

OrthoSuite

Ortho Suite is a comprehensive collection of protocols for joint and spine imaging. MR imaging is

especially suitable for avascular necrosis and internal derangements. The protocols included in this

170

Suite can also be applied for imaging of tumors and infections.

Pediatric Suite

The parameters for pediatric imaging vary significantly in comparison to the parameters for adults.

The reasons are developing tissues, body size, faster heart rates and restricted compliance with

breath-hold commands. Protocols can be adapted for imaging infants.

Scientific Suite

Scientific Suite supports the scientifically oriented user with an easy access to application-specific

data for further processing and advanced image computation methods.

MAGNETOM Amira runs syngo MR software. syngo® is the unique software platform for

Patient Communication

The intercom system includes an ergonomically designed patient

communication unit for desktop positioning on the syngo Acquisition

Workplace and pneumatic headphones for the patient.

It controls emergency table stop, volume control of speaker and headphones

in the examination room, volume control of speaker in the control room,

response to the patient's activation of the assistance-call button and provides

a connection to an external audio system (external audio system is not

included in the basic unit) for music playback.

Computer system

The high performance measurement and reconstruction system and the high performance host

computer are ideally suited for even the most demanding applications. The PC-based computer

system uses the intuitive syngo MR user interface. The computer system includes the following

components:

High-performance measurement and reconstruction system

Intel Quadcore Processor ≥ E3-1225

Clock rate of ≥ 3.2 GHz

Main memory (RAM) of 32 GB

Hard disk for raw data ≥ 500 GB x2

Hard disk for system software ≥ 500 GB

Parallel Scanning and Reconstruction of up to 8 data sets

Reconstruction speed

11,800 recons per second (256 x 256 FFT, full FoV)

54,140 recons per second (256 x 256 FFT, 25 % recFoV)

High-performance host computer

Intel Xeon processor ≥ E5-1620 QuadCore

171

Clock rate ≥ 3.6 GHz

Main Memory (RAM) ≥ 32 GB

Three hard disks

system SW ≥ 300 GB SAS

data base ≥ 300 GB SAS

images ≥ 300 GB SAS

DVD-R writer for CD-R (approx. 4000 images 2562 DICOM Standard, ISO

9660 ) and DVD-R (approx. 25 000 images 2562 DICOM Standard, ISO

9660) storage of DICOM data or other data like AVI files

DVD-ROM drive

Electronic mouse.

XF gradients

Siemens XF gradients provide actively shielded, water cooled world-class gradients. All axes are

force-compensated.

The XF gradients have:

Maximum gradient amplitude of 33 mT/m, per axis, i.e. 57 mT/m vector

summation gradient performance,

max. slew rate 125 T/m/s per axis, i.e. 216 T/m/s vector summation,

minimal rise time 264 µs, from 0 to 33 mT/m amplitude

Max. output voltage for each of the gradient axes 1125 V

Max. output current for each of the gradient axes 330 A

Separate cooling channels that simultaneously cool primary and secondary

coils allow the application of extremely gradient intensive techniques in a

new class of performance.

100% duty cycle for fast and demanding techniques such as ultra-short TE

MRA in continuous operation, thin slice single breath-hold liver studies and

EPI imaging techniques (all optional in appropriate clinical packages).

Variable Field-of-View selection from 0.5 cm to 50 cm (up to 45 cm in z

direction) for optimal coverage and highest spatial resolution in diagnostic.

The minimum slice thickness in 2D and 3D is 0.1 mm and 0.05 mm,

respectively.

Acquisition of sagittal, transverse, coronal, single oblique and double

oblique slices with highest resolution.

CT Simulator Machine Wiede Bore CT Simulator (20 Slice)

Model : SOMATOM Confidance 20

172

Country of Origin : Germany

H.S.Code :9022.12.00

Description:

SOMATOM Confidance 20

Simens’ latest wide bore CT Scanner designed specifically to meet the nneeds of the modern

radiation therapy department. 80 cm large bore CT scanner.

Powered by:

- 80kw generator and 50 MHU STRATION X-ray tube

- stellar RT Detector: high- end detector equipmed with Simens’most advanced detector

technology

- Dual Energy : can potentially aid in better tissue visualization and characterization

- Digital X-ray X-Ray Machine

1. Shimadzu RadSpeed FIT 1000mA High Frequency X-ray System Consisting of:

High frequency high voltage Gernerator 80kw

400KHU X –ray Tube

Floor- Mount Tube Mount

Wall Bucky Stand

Bucky Table (Fourway)

2. Fujiflim Brand FPD System

Fujiflim FPD D-EVO System with single D-EVO Panel

Control system

DrypiX Edge

Manufacturer: X-Ray Machine Shimadzu Corporation, Japan, & FPD Fujiflim Corporation , Japan.

Country of Origin: Japan.

Bone Marrow Machine 1.Flow Cytometer:

Model: Attune NxT (A828997),

Manufacturer: Invitrogen by Thermo Fisher Scientific, USA,

Country of Origin: Singapore 2.Apheresis System; Model : Spectra Optia

Principal : Terumo BCT, USA 3. Blood Bag Centrifuge: Model : Multifuge 4 KR

Capacity: 4X450ml Quad/ Triple Blood Bags

Principal : Terumo Fisher Scientific , USA

4. Plasma Freezer:

Model : TSX 1230LV

173

Capacity: 12c ft., Range: -35o to 15

0 C (-30

0C)

Principal : Terumo Fisher Scientific , USA 5. Platelet Incubator+ Agitator Model: PN150

Capacity: 54 Platelet Bags

Principle: NUVE Turkey 6. Ultra Low Temp. Freezer(-86

0C)

Model : FDE40086LV

Capacity: (19.4CU. FT../459 L), Range -500C to -86

0 C)

Principal : Terumo Fisher Scientific , USA 7. Cryo Freezer: Model : UL-7150-9-V

Capacity: 193 L, Range: -150o

Principal : Terumo Fisher Scientific , USA 8. Controlled Rate Freezer: Model : CryoMed 7453

Capacity: 34L

Principal : Terumo Fisher Scientific , USA 9. Sample Storage System – Auto Fill LN2: Model : CryoExtra 20 CE812M

Capacity: 55 L

Principal : Terumo Fisher Scientific , USA 10. LN2 Supply Tank: Model : 8121

Capacity: 230 L

Principal : Terumo Fisher Scientific , USA 11. Biosafety Cabinet Class II A2: Model : Forma 1386

Size: 4 ft.

Principal : Terumo Fisher Scientific , USA 12. Fully Automated Coagulation Analyzer Model : Humaclot Pro

Pincipal : Human, GmbH, Germany 13. Blood Collection Monitor: Model : Hemotek 2

Principal : Delcon, Italy 14. Blood Bag Tube Sealer: Model : Hemoweld B

Principal : Delcon, Italy 15. Plsma Expressor: Model : Plsma Press

Principal : Delcon, Italy

174

16. PH Meter: Model : Sension Plus Ph3

Principal : Hach, USA 17. Digital Magnetic Striring Hot Plate Model : AREC

Principal : VELP Scientifica, Italy 18. Other Accessories:

(x)In case the machineries are yet to be delivered, the date of quotations relied upon for the cost estimates given shall also be mentioned;

There are no machineries yet to be delivered for existing operation or expansion project.

(xi) If plant is purchased in brand new condition then it should be mentioned;

All the plants and machineries of the Company were purchased in brand new condition. Auditors certificate in this regard is given below:

Certification that Delta Hospital Limited purchased all the plant and machineries in brand new condition. We, after due verification of all the relevant papers and documents of plant and machineries, certify that no reconditioned or second- hand machinery was purchased by Delta Hospital Limited

Sd/-

Place: Dhaka FAMES & R

Date: 21 October, 2019 Chartered Accountants

(xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if any, including the age of the machineries, balance estimated useful life, etc. as per PSI certificates of the said machineries as submitted to the Commission;

There is no second hand or reconditioned machineries purchased by the Company.

175

(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to the Commission;

Physical verification report by the Issue Manager (s)

of Delta Hospital Limited

Particulars

Name of Company : Delta Hospital Limited

Registered Office : 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216

Corporate Office : 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216

Branch Office :

Uttara Unit Plot -21, Sector-8, Abdullahpur, Uttara, Dhaka-1230

Project Location : 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216

Date of Visit : 25 July 2018

Visited by the officials of Prime Finance Capital Management Limited

:

1.Mr. Md. Rezaul Haque Managing Director (C.C)

2.Mr. Abdul Mannan FCA Chief Financial Officer

3.Mr. Mohammad Rajibul Islam Head of Public Issue and Assistant

Vice President

4.Mr. Atikur Rahman Manager

Accompanied by the officials of Delta Hospital Limited

: Mr. Mohammad Ali Ahad

General Manager, Administration

Description of Head Office

Nature of business : The Company is providing medical services and treatment facilities specialized for the cancer patient.

Location : 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216

Area of land : Total area of land 98.17 decimal equivalent to 59.50 katha. The total area of land is surrounded by brick wall. There are an entrance gate which is well secured.

Building and civil construction

: 8 storied modern building consist of total area 33,735 square feet and 6 storied building consists of 47,947 square feet

The details of building and civil construction has been given in appendix-1& 2 below

Building facilities and condition

: Well equipped, necessary safety measures including fire escape system. In front of the boundary wall, there are ATM booth which is rented to the bank. There are available parking facilities inside the hospital premises.

Name of the Department : Sl Name of Department No of Specialized Doctor

1 Oncology 13

2 Pathology 11

3 Medicine 08

3 General Surgery 06

4 Urology 01

5 Gynaecology and Obstetrics 06

6 Orthopedics surgery 02

7 ENT & Head, neck surgery 03

8 Ophthalmology 03

9 Pediatrics 04

10 Dermatology 02

176

11 Transfusion of Medicine 01

12 Anaesthesiology & ICU 04

13 Dental 03

14 Radiology and Imaging 02

15 Radiation Oncology Physicists 07

Total 76

Number of Employee : Total number of employees are 620

Machinery and utilities : Delta Hospital Limited use most modern technology in its medical treatment. The hospital is equipped with modern brand new medical machinery imported from USA, UK, Japan, Italy, Sweden, China etc. Some important machinery is as follows: 1.Dual energy linear accelerator Machine generate high energy X –rays and Electrons from accelerator, Linac are being used in the treatment of Cancer 2.Cobalt 60 A radioactive isotope, Cobalt 60, emits high-energy gamma radiation for cancer treatments, both palliative and curative, as required by the oncologists. 3.Digital simulator machine Radiation therapy planning, at the disease, is carried out by a simulator. 4.CT scanner & simulator

Imagine study using X-rays and a computer assisted tomography scan to show detailed picture of anatomy. 5.HDR – Brachytherapy machine Brachytherapy, short range therapy, to treat cervical interstitial, esophageal and interluminal cancers for men and women, in inaccessible sites, which is unreachable by any external radiation. It is a very high dose therapy involving shortest delivery time. Machinery in pathology Lab

Floor top frozen section machine

Cyto centrifuge Machine

Tissue processor

Tissue embedding machine

Tissue frozzing machine

Microtome

Hot Air Oven

Incubator

Immulite-1000

Dimension RXL Max

Cobas C311

Cobas E411

Sysmax, cell counter- XT 2000 i

Triangular Microscope

177

Description of Expansion project

Project Location : 26/2, Principal Abul Kashem (Former Darussalam) Road, Mirpur-1, Dhaka-1216

Area of land :

Expansion project is situated in existing land of Head Office.

Building, civil construction and condition

: 10 storied modern building along with two basements consist of total area 112,733 square feet. Civil construction from 2nd floor to 9thfloor of expansion project of Delta Hospital Limited has already been started since June 2013.

Detail of expansion building under construction has been given in appendix-3

Machinery and utilities : Machineries and hospital furniture are yet to be procured

Proposed residential building- on adjucant land situated at C.S dag no -121, Mouza-Paikpara, Mirpur

Location C.S dag no -121, Mouza-Paikpara, Mirpur

Area of land 0.0418 acre

Description There is a steel fabricated 4 stroried building which are under construction situated on adjucant land of Delta Hospital Limited at C.S dag no -121, Mouza-Paikpara, Mirpur. Total construction area is 245.10 sqm. The proposed building shall be used for residential purpose of nurse.

Appendix-1

Section-A 8 Storied Building



Cobalt-2

Cobalt Control room

Pathology counter


Report delivery room

Waiting area

Stair and Lift area

1st floor 3927 sft.

Endoscopy room

Anaesthesia head room

Gyne room


Board room

Echo room

Skin Head room

Eye doctors room

Hematology room

Anesthesia room

Doctor room

Stair and Lift area

2nd floor 3927sft. ICU area

Stair and Lift area

3rd floor 4494 sft. Ward

Doctors room

Stair and Lift area

4th floor 4494 sft Ward

Doctors room

Stair and Lift area

5th floor 4494 sft. Ward

Doctors room

Stair and Lift area

6th floor 3,924 sft.

Blood Bank area

College Lab area

Stair and Lift area

7th floor 3,924 sft. All space college Library Stair and Life area


Total 33,735

178

Appendix-2

Appendix-3 Section- C 10Storied building under construction

Detail of floors Total area in sft Commercial floor status

Basement-1 10,760 sft Car parking for 28 cars and Fire Maintainace Control (FMC) room

Section-B 6Storied Building



Oncology Doctors room,

Oncology registered room,

Duty doctors room,

CT Scan room,

Brachy room,

Brachy PV room,

Physics room,

Cobalt –I room,

Cobalt –I control room,

X-ray Room,

X-ray control room,

LINAC machine room,

LINAC machine control room,

electric room,

Simulator room,

main receiption,

waiting area,

Counter,

Outdoor,

Stair and Lift area,

PS room

1st floor 7950 sft.

OT area

Post operative

Oncology head room

Gynae doctors room

ENT endoscopy

ENT Head room

Machine

Surgery room

Oncology Doctor room

EPI room

Outdoor

Electric room

Account area

Doctors room

Waiting area

Stair and Lift

Indoor bill counter

2nd floor

7950 sft.

VIP cabine

AC cabine

Non AC cabine

Ward

Ultrasonography

Duty doctors room

Pharmacy with store

Doctors (PCU head) room

Chemo room

Dress changing room for Nurese and Word boy.

Aya dress room

Counter

Male prayer

ICU area

Computer server

G. Store

File store

Chiller room

Ward master room

3rd floor

7950 sft.

VIP cabine

AC cabine

Non AC Cabine

Duty doctor room

Class room

Chemo room

Courier room

Indoor bill counter

Counter

Tea room

MD Sirs room

Pathology Lab

Ward

PCU male ward

PCU female ward

4th floor

7950 sft.

VIP cabine

AC Cabine

Non AC Cabin

Child ward

Ward

Chemo room

Duty doctor

Counter

Discussion room for Doctors

5th floor

7950 sft.

VIP cabine

AC Cabine

Non AC cabine

Ward

Dental area


Total 47,947 sft.

179

Basement-2 12,966 sft

1. LINAC ROOM: a. Vacant room to set up LINAC Machine-3 b. LINAC Machine-2 with control room

2. Minor OT without any equipment, 3. Vacant MRI room without any equipment,

4. Equipment room are used for keeping medical

equipment. 5. Vacant Mortuary room 6.Pump house are in running condition 7.Dress change room with three toilet

8. 4 lifts including three Passenger lift and 1 capsule lift

9. Waiting area occupied with sitting chair, reception table. The entire floor is tiles fitting and Fully Air condition facilities and fire extinguishers are also available. 10. Car parking facilities for 8 cars

Ground floor 10,459 sft

1.Emergency room occupied with 5 beds not in operation 2. Pharmacy are in running condition 3. Waiting lounge occupied with sitting chair 4. Reception corner 5. Open space 6. Project Director room 7. Corporate Mural 8. Fire extingushers

1st floor 8,632 sft 19 doctors room are running condition which is fully furnished including Air Condition and furniture. There are waiting area with sitting chair, and TV available there.

2nd floor 8,632 sft 5 wards and 1 doctor room which is vacant

3rd floor

8,632 sft h. 2 OT room which is vacant i. 4 preparation room which is vacant j. 2 doctors room which is vacant k. 1 post operative room which is vacant l. 1 Neunatal room which is vacant m. Waiting area is vacant n. New building to old building connection bridge

4th floor 8,632 sft e. 2 ward which is vacant

f. 2 Double cabin which is vacant g. 7 single cabin is vacant

5th floor 8,632 sft 20 Cabins are under construction



8th floor

8,632 sft Chairman & Managing Director room, accounts department, board room, waiting lounge, reception corner which all are fully furnished including furniture, TV, Computer, Sofa sets, Photocopy machine, Mini kitchen room, Fridge, crockeries, carpet. There are open space available for sitting of outsiders. The entire area is glass protected and fully air condition facilities are available.

180

This floor are using as construction site office

9th floor 8,632 sft Canteen are in running condition multipurpose hall room is

vacant

Common Area 861 sft Lift and Fire escape stair

Total under construction

112,733 sft

Other observations:

The entire building has fire detection and protection system

There are adequate space for carrying patient through trolly

There are sufficient sun light inside the building

There are sufficient ventilation system for air circulation.

There are earthing installed with the building

Remarks:

The issuer has been running its business for near about 3 decades and in course of visit, we found that all the

departments are rendering their services and are functioning as usual.

Signed by

Sd/- Sd/-

Abdul Mannan FCA Chief Financial Officer Prime Finance Capital Management Limited Date: 29 July 2018

Md. Rezaul Haque Managing Director (C.C) Prime Finance Capital Management Limited Date: 29 July 2018

Physical verification report by the Issue Manager (s) of

Delta Hospital Limited (Uttara Unit)

Particulars

Name of the Company Delta Hospital Limited

Name of the Unit : Delta Hospital Limited (Uttara Unit)

Project Location : Plot -21, Sector-8, Abdullahpur, Uttara, Dhaka-1230

Date of Visit : 5 April 2018

Visited by the officials of Prime Finance Capital Management Limited

:

1.Mr. Md. Rezaul Haque Deputy Managing Director

2. Mr. Abdul Mannan FCA Chief Financial Officer

3.Mr. Mohammad Rajibul Islam Assistant Vice President

4.Mr. Atikur Rahman Manager

Accompanied by the officials of Delta Hospital Limited

: 1. Mr. Md. Ashekur Rahman Manager (Regulatory Affairs)

Description of Branch Office

Description of the Services

: Uttara Unit of Delta Hospital Limited is engage in collection of all types of pathological sample and send it to the pathology lab situated at Corporate Office situated at 26/2, Principal Abul Kashem Road (Former Darus Salam Road) Mirpur-1, Dhaka-1216

Branch location : Plot-21,Sector-08, Abdullahpur, Uttara, Dhaka-1230

181

Area of land : 10 katha

Building, civil construction and condition

:

There are a Tin shed building sourrounded by brick wall covering 3,500 sqft. (approx.) There are an open beside the tin shed building. There are deep tube well facilities availble for water supply

No. of departments : 01 (one) department [Pathological Sample Collection]

Number of Employee : 05

Pathology Instruments

:

During our visit, we have found the following pathology instruments at Uttara Unit are at working condition:

Sl Name of Instruments Unit

01 Freeze 1

02 Microscope 1

03 Centrifuge Machine 1

04 Electrolytes Analyzer 1

05 Bio Chemistry Analyzer 1

06 Water Bath 1

07 Hotyear Oven 1

08 Cell Counter 1

09 Microprepade 1

10 Blood Collection materials: b. Red tube c. Levender tube d. ESR Tube e. Grey Tube f. Lithium Heparin g. Light Blue h. Needle i. Butter Fly j. Turnicate k. Syringe

Remarks:

During our visit, we found the uttara unit is open and there are 5 no. employees are working. We met with the

employee and asked the working condition and other facilities of this unit. They express their satisfaction

regarding the work environment and overall facilities.

Signed by

Sd/- Sd/-

Abdul Mannan FCA Chief Financial Officer Prime Finance Capital Management Limited

Md. Rezaul Haque Deputy Managing Director Prime Finance Capital Management Limited

182

(xiv) If the issuer is entitled to any intellectual property right or intangible asset, full description of the property, whether the same are legally held by the issuer and whether all formalities in this regard have been complied with;

The Companydoes not have any intellectual property right or intangible assets.

(xv) Full description of other properties of the issuer.

The description of other properties of the Company except land with Land Development and Building & Construction has been described in the following summary:

As per audited financial statements as on 30 June 2019

Sl. Category of property WDV as on 30 June 2019 (Tk.)

1 Wasa and Gas Line Installation : 534,610

2 Furniture & fixture : 10,530,745

3 Electricity & Sanitary fitting : 640,935

4 Machinery & Equipment : 407,576,879 5 Surgical equipment : 1,376,116

6 Electrical equipment : 3,071,027

7 Office equipment : 1,624,637

8 Motor vehicles : 10,255,606

Total 435,610,555

(f) Plan of Operation and Discussion of Financial Condition:

(i) If the issuer has not started its commercial operation, the company‟s plan of operations for the period

which would be required to start commercial operation which shall, among others, include:-

(a) Projected financial statements up to the year of commercial operation;

(b) Rationale behind the projection;

(c) Any expected significant changes in the issuer‟s policy or business strategies;

(d) Detail plan of capital investment with break-up;

(e) Summary of feasibility report, etc.

This section is not applicable as the Company has already been in commercial operation.

183

(ii) If the issuer had been in operation, the issuer‟s revenue and results from operation, financial position and changes in financial position and cash flows for the last five years or from commercial operation, which is shorter, shall be furnished in tabular form which shall, among others, include the followinginformation:

Revenues and results from operation for last five years Amount in Taka


1 Revenue 653,300,110 592,242,162 558,798,277 489,741,226 426,818,334

2 Gross profit 255,981,583 241,226,923 238,910,247 200,670,456 171,928,098

3 Net profit before Tax 94,829,772 108,409,633 107,008,012 97,614,327 69,939,495

4 Net profit after Tax 69,904,158 68,999,833 67,928,523 61,771,524 43,645,244

5 Earnings per share- Basic 2.10 2.08 2.05 1.88 1.18

Earnings per share- Re-stated

2.10 2.08 2.05 1.88 1.39

Statement of financial position

1 Total assets 2,912,500,651 258,8834,962 2,346,807,839 2,138,909,896 1,796,801,008

2 Total liabilities 1,389,904,723 1,096,899,792 884,670,159 810,370,783 538,945,707


4 NAV per share with revaluation

45.84 44.92 44.02 40.00 39.93

5 NAV per share without revaluation

16.62 15.59 14.58 13.59 11.96

Changes in financial position

1 Share capital 332,126,940 332,126,940 332,126,940 332,126,940 315,000,000

2 Share premium 25,690,410 25,690,410 25,690,410 25,690,410 -

3 Revaluation reserve 970,725,349 974,192,400 977,892,094 877,014,485 881,235,799

4 Retained earnings 194,053,229 159,925,420 126,428,238 93,707,278 61,619,502

Statement of cash flow

1 Net cash from operating activities

206,468,250 175,685,471 150,681,860 72,736,663 111,775,286

2 Net cash from investing activities

(422,544,051) (280,925,751) (232,628,026) (247,679,468) (110,314,739)

3 Net cash from financing activities

134,627,110 86,578,683 73,383,555 241,329,413 3,021,344

Details of above has been given in Chapter–xxvi under Financial Statements & Auditor‟s additional certificates

*Re-stated due to consideration of deferred tax

(a) Internal and external sources of cash;

As per audited financial statements

Particulars 30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015*

Internal sources of cash

Share capital 332,126,940 332,126,940 332,126,940 332,126,940 315,000,000

Share premium 25,690,410 25,690,410 25,690,410 25,690,410 -

Retained earnings/(loss) 194,053,229 159,925,420 977,892,094 93,707,278 61,619,502

Sub-Total 551,870,579 517,742,770 484,245,588 451,524,628 376,619,502

External sources of cash

Long term loan-net of current maturity 754,554,735 559,311,976 470,651,193 338,438,884 134,212,965

Long term loan-current maturity 199,967,088 165,093,072 88,966,200 74,152,488 39,278,242

Short term loan 136,460,323 86,106,156 55,829,704 46,576,631 15,999,003

184

Sub-Total 1,090,982,146 810,511,204 615,447,097 459,168,003 189,490,210

Grand Total 1,642,852,725 1,328,253,974 1,099,692,685 910,692,631 566,109,712


(b) Any material commitments for capital expenditure and expected sources of funds for such expenditure;

There are no material commitments for capital expenditures except for expansion plan as mentioned in the use of

IPO proceeds under Section –xxii.

(c) Causes for any material changes from period to period in revenues, cost of goods sold, other operating expenses and net income;

The Company's revenue, direct operating expenses, other operating expenses and net income has been changed over the FY 2015 to FY 2019 due to increase of patients, rate of services, launching of new services, changes in administrative expenses and cost of other direct operating materials. The details of relevant financial data have been mentioned in the following table: As per audited financial statements

Particulars Amount in Taka

30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015*

Revenue Amount 653,300,110 592,242,162 558,798,277 489,741,226 426,818,334

Change (%) 9.35% 5.98% 14% 15% 14%

Direct operating

expenses

Amount 397,318,527 351,015,239 319,888,030 289,070,770 254,890,236

Change (%) 11.82% 9.73% 9.63% 11.82% 12.50%

Other operating

expenses

Amount 121,578,393 107,988,895 101,559,089 98,199,742 91,354,546

Change (%) 11.18% 6.3% 3% 7% 10%

Net profit after

tax

Amount 69,904,158 68,999,833 67,928,523 61,771,524 43,645,244

Change (%) 1.30% 1.57% 9% 29% 27%


Causes for changes:

Particulars Reasons for cahnge

Revenue Revenue has been increased due to normal growth of business. During 2015 to 2017, revenue has been grown steadly due to number of patient increased at that period. From 2017 to 2018, revenue was increased but growth trend was downward. From 2015 to 2019 revenue growth was moderatelt increased. From 2015 to 2019, revenue increased but growth trend was downward due to increase in expenses.

Direct operating expenses Direct operating expense was changed during the period 2015 to 2019 due to change in volume of service

Other operating expenses Other operating expense was changed during the period 2015 to 2019 due to change in volume of service

Net income Net income has been changed over the FY 2015 to FY 2019 due to increase of patients, rate of services, launching of new services, changes in administrative expenses and cost of other direct operating materials. Net Income increased during the period 2015 to 2016 due to direct and other operating expenses decline. Net income during the period 2016 to 2018 was increased but growth rate of net income was not improved due to expansion project yet to start due to machinery not installed which shall be procured from IPO fund. On the other hand a significant amount has been capital invested in the fixed asset as a result growth rate of Net Income was not improved during the FY 2017 to 2019.

185

(d) Any seasonal aspects of the issuer‟s business;

There are no seasonal aspects on the services of the Company. The results of the business may be changed for variations on other various indicators.

(e) Any known trends, events or uncertainties that may have material effect on the issuer‟s future business;

Normally there are no known trends, events or uncertaintiesthat may be affected the future business of the

Company except followings:

1. Technological changes 2. Changes in government policy 3. Political unrest and natural calamities

(f) Any assets of the company used to pay off any liabilities;

No assets of the Company have been disposed to pay off the liabilities.

(g) Any loan taken from or given to any related party or connected person of the issuer with details of the same;

Other than the Following the Company has no related party and transaction occurred as follows: Amount in Taka

Accounting year Outstanding Loan

amount Name of the borrower

Rate of interest

Interest realized/accrued

30 June 19 10,000,000 12% 1,200,000

30 June 18 10,000,000

Globex Pharmaceuticals Limited

9% 3,010,475

30 June 17 10,000,000 9% 2,110,475

30 June 16 10,000,000 11% 1,100,000

30 June 15 10,000,000 15% 1,500,000

(h) Any future contractual liabilities the issuer may enter into within next one year, and the impact, if any, on the financial fundamentals of the issuer;

The Company has no plan to enter into any contractual liabilities within next one year other than the normal course of business.The expansion project will be required additional medical equipments which shall be procured from the suppliers in due course. No contractual liability has been created yet in this respect. (i) The estimated amount, where applicable, of future capital expenditure;

The Company has no plan for future capital expenditure except the „Use of IPO Proceeds‟ as mention in the CHAPTER- XXII.

(j) Any VAT, income tax, customs duty or other tax liability which is yet to be paid, including any contingent liabilities stating why the same was not paid prior to the issuance of the prospectus. Updated income tax status for the last 5 years or from commercial operation, which is shorter;

VAT

The business of the Company is exempted from VAT as per section 2(Ka) of 2nd Schedule of VAT Act 1991. Besides, in the year of 2001, Custom, Excise & VAT Commissionerate, and NBR claimed Tk. 2,615,392 out of which Tk. 1,525,645 was claimed for VAT and Tk. 1,089,747 was imposed as fine on the unpaid VAT. Subsequently, the Companyhas filed an appeal on 18/5/2006 of which customs appeal no. 10/2006 to Honorable High Court Division of the Supreme Court of Bangladesh which is yet to be settled.

186

Income Tax

Provision for corporate income tax is made @ 35% on estimated taxable profit. Last 5 years the income tax assessment status of the Company is given below:

Income year Assessment

year Status

2014-2015 2015-2016 Return submitted under normal. Assessment completed by DCT u/s 83(2) and Tax paid in full as per assessment order. Income tax certificate issued by NBR for the assessment year 2015-2016.

2015-2016 2016-2017 Return submitted under Normal. Assessment completed by DCT u/s 83(2) and Tax paid in full as per assessment order. Income tax certificate issued by NBR for the assessment year 2016-2017.

2016-2017 2017-2018 Return submitted under Normal. Assessment completed by DCT u/s 83(2). Income tax certificate issued by NBR for the assessment year 2017-2018.

2017-2018 2018-2019 The return already submitted. Assessment by DCT is under process

2018-2019 2019-2020 The return shall be submitted in due course

Custom duty or other tax liability

The Company does not have any outstanding custom duty or similar liability as on 30 June 2019.

Contingent Liabilities: VAT

Contingent liabilities of the Company in respect of disputed additional VAT and penal VAT demanded by Customs Excise VAT authorities are as follows.

Particulars Amount In Tk.

Additional VAT 1,089,747

Penal VAT 1,089,747

Miscellaneous Claims 435,898

Total 2,615,392

In the Hon'ble Supreme Court of Bangladesh High Court Division appeal No- 10 of 2006 is pending on the imposition of additional VAT and penalty thereof on the Company by the Customs Excise and VAT Appellate Tribunal. The decision from the Hon'ble High Court in this regard is pending.The required provision if any, arises out of the court case will be made in the year of disposal of the case.

mailto:[email protected]%25

187

(k) Any financial commitment, including lease commitment, the company had entered into during the past five years or from commercial operation, which is shorter, giving details as to how the liquidation was or is to be effected;

The financial commitment (Long Term)

Sl. Name of lenders Purpose

Sanctioned amount

(Amount in Taka)

Sanction date

Date of expiry Rate of interest

(%)

Monthly Installment (Amount in

Taka)

Outstanding balance as on 30 June 2019 (Amount in

Taka)

Remarks

1

South Bangla

Agriculture and

Commerce Bank

Limited

Principal Branch

Machinery 89,000,000.00 17/04/2014 17/04/2019 15.00% 2,117,304.00 -

Takeover from BASIC Bank Mirpur

Branch

Building 150,000,000.00 17/04/2014 17/04/2021 15.00% 3,647,515.00 -

Takeover by Basic Bank

Shantinagar Branch

2

BASIC Bank Ltd Shantinagar

Branch

Machinery 75,000,000.00 14/7/2015 7/8/2021 9.00% 1,360,305 - Takeover from SBAC

Bank

Principal

Branch

Building 95,000,000.00 14/7/2015 7/8/2021 9.00% 1,723,054 -

Machinery Linac 150,000,000.00 14/7/2015 1/3/2022 9.00% 2,574,223 - Fresh Loan

Building 400,000,000.00 14/7/2015 1/3/2023 9.00% 1,756,268 - Fresh Loan

3

NCC Bank Limited

Darus Salam Road Branch NCC Bank

Limited Darus Salam

Road Branch

Machinery & Building

981,100,000 4/12/2017 ,

Credit line 1: Term Loan

Tk 11.89 crore 31/07/2021

Term Loan

Tk 12.54 crore 30/06/2022

Term Loan

Tk 37.26 crore 31/12/2024

9.00% EMI

754,554,735

Takeover from Basic Bank and Fresh Loan

Credit Line 2: Tk. 16 crore

10 years from the date of 1st disbursement

9.00% 108 EMI

188

Credit Line 3

Tk. 1.75 crore 6 months from

the date of issuance

N/A N/A

Credit line 4 Tk.2.16 crore

At sight 9.00% N/A

Credit Line 5 Tk. 3.70 crore 10 years from the date of 1st Disbursement

9.00% 108 EMI

Credit Line 6 Tk. 8 crore 30.11.2018 (revolving)

9.00% N/A

Credit Line 7

Tk. 1.50 crore 30.11.2018 At sight

9.00% N/A

Machinery 323,500,000 01/01/2019

Credit line 1:

LC/PAD facility/ (sight) Tk 16.59 crore

At sight

12% N/A

Fresh Loan

Credit line 2: Term Loan

facility/ (sight) Tk 15.76 crore

9 years from the date of first

disbursement

12%

96 EMI

Machinery & Building

255,000,000 25/02/2019

Credit line 1: SOD (G)

Revolving facility/ (sight) Tk 8 -12 crore 31/01/2020

N/A

Enhancement

Credit line 2:

Term Loan Fress Loan

189

The financial commitment (Short Term)

Sl. Name of lenders Purpose Total sanction Limit

(Taka) Rate of

interest (%)

Outstanding balance as on 30 June 2019 (Taka)

Remarks

1 BASIC Bank Ltd Shantinagar Branch

Overdraft (OD) Working capital

50,000,000 9.00% - Takeover by NCC Bank, Darus Salam

Road Branch

2 NCC Bank Limited Darus Salam Road Branch

OD and LATR 80,000,000 12.00% 126,731,962

Continuing

3 Loan From WPPF fund Working capital - 13.5% 2,148,500 Continuing

4 Loan from Delta Medical College

Working capital - 13.5% 7,579,861 Continuing

Tk 4 crore 7 Years fromo the

date of first disbursement

Credit line 3: Term Loan Tk 7crore

7 Years fromo the date of first

disbursement

12%

N/A

Fress Loan

Credit line 4:

LC/PAD Revolving

(sight) Tk 1.5 crore 31/01/2020

Renewal Credit line 8:

LTL (REV) Limit (Inner limit of

LC/PAD) Tk 1. crore

90 days from the creation of each

LTR

190

Operating lease agreement

The Company has no operating lease agreement since last five years except the Land situated at Uttara. The details of operating lease are as follows:

SL. No.

Purpose Location Area Period

of Lease

Rental Effective date

of Lease Expiration of

Lease

1

To operate Branch Office

Plot-21, Sector-08, Abdullahpur, Uttara, Dhaka-1230

10 Katha

99

For the First five years the rent/ service charges payable for the demised property shall be Tk 1500/- per bigha per annum with effect fromn the date of the delivery of possession of the demised property. On expiry of the said period of 05 (five) years, the lessee shall pay the rent /service charges at such enhanced rate as may be determined by the lessor

28 October 1998 27 October 2097

Financial lease commitment during last 5 years

The Company has no financial lease as other financial commitments with any organizations during last five years except loan from commercial banks. (l) Details of all personnel related schemes for which the company has to make provision for in future years;

Management believes that human resources is the most valuable assets of the Company and with this view in

mind Company has been continuing to recruit talented persons and to arrange to train & equip them in right

direction to improve their professional ability and knowledge. Employee‟s performance is regularly evaluated

and the quality persons are being recognized by giving promotion, special increment etc.

Sl. Particulars Details

1 Festival bonus Two festival bonusesat 01 (one) basic salary each are paid by the Company

2 Group insurance All permanent employees are covered under group insurance policy with Green

Delta Insurance Company Limited

3 Provident fund All permanent employees are entitled to get provident fund benefit as per

provident fund scheme of the Company

4 Gratuity

All employeesare entitled to get gratuity benefit upon completion of 05 years

continuous service in the Company. 01 (one) month basic salary for each year of

service, the latest basic salary will be the basis of calculation of gratuity amount.

191

5

Workers profit

participation fund

(WPPF)

Status of Payment to Workers

All employees are entitled to get WPPF as allocated by the Company under the

provision of the Bangladesh Labor Law, 2006 as amended in 2013 and paid

accordingly for the year ended 30 June 2016, 30 June 2017 and 30 June 2018.

Status of Payment to Govt.

Government portion of WPPF already distributed and paid accordingly for the

year ended 30 June 2016, 30 June 2017 and 30 June 2018

Status of payment during last 3 years are as follows:

Sl FY Amount in Tk. Status

1 2016 4,880,716 Provision was made in the audited financial

statements and subsequently paid 2 2017 5,350,401

3 2018 54,20,482

Status of payment during the FY 2019

The provision has been made in the audited financial statements as on 30 June

2019 amounting to Tk. 4,741,489 including Government portion which would be

paid in due course.

6 Transport facilities All employess enjoys transport facilities for official purpose except Managing

Director*

7 Discounted medical

facilities

All employees and their dependants are enjoying discounted medical facilities

* The managing director of the Company has been allocated a car for his official and personal use from 1st July 2017 for which all actual expenses is paid by the Company (m) Break down of all expenses related to the public issue;

Particulars Rate Amount

in Tk. (approx.)

Issue Management Fees:

Issue Management Fee Maximum 2.00% on the public offer amount (including premium)

10,000,000

VAT against Issue Management Fee @ 15% on the total issue management fee 1,500,000

Regulatory Expenses:

BSEC Fees

Application Fee Fixed 50,000

Consent Fee 0.40% on the public offer amount (including premium) 2,000,000

Listing Related Expenses

Draft Prospectus Scrutiny Fees for DSE & CSE

Fixed (Tk. 50,000 for each exchanges) 100,000

Listing fees for stock exchanges (DSE & CSE)

@ 0.25% on Tk. 100 million of paid up capital and 0.15% on the rest amount of paid up capital; minimum Tk. 50,000

and maximum Tk. 10 million for each exchange [*]

Annual fees for stock exchanges (DSE & CSE)

@ 0.05% on Tk. 1,000 million of paid up capital and 0.02% on the rest amount of paid up capital for each exchanges; total annual listing fee shall be minimum Tk. 50,000 and

maximum Tk. 600,000 for each of the exchanges

[*]

192

Electronic Bidding Fee Estimated (To be paid at actual) 650,000

IPO related expenses:

Underwriting Commission Commission @ 0.50% on Underwritten Amount 437,500

Auditor Certification Fees Fixed 100,000

Credit Rating Fee Fixed 200,000

CDBL Fees and Expenses:

Security Deposit Fixed 500,000

Documentation Fee Fixed 2,500

Annual Fee Fixed 100,000

Connection fee Fixed 6,000

Initial Public Offering fee @ 0.015% of issue size + 0.015% of Pre-IPO paid up capital 124,819

Road show related expenses Estimated (To be paid at actual) 700,000

Corporate documentary related expenses (Printing of IM and Presentation related expenses)

Estimated (To be paid at actual)

250,000

Post Public Offer Expenses: Estimated (To be paid at actual)

Registrar to the Issue Fees 0.30% of public offer amount 1,500,000

Publication of prospectus (EIs and Public)

Estimated (To be paid at actual) 750,000

Publication of Abridged Version of Prospectus in 4 national daily newspaper

Estimated (To be paid at actual) 300,000

Lottery Conducting Expenses including BUET Fee

Estimated (To be paid at actual) 1,300,000

Collection of forms, Data Processing Fee and Share Software Charge

Estimated (To be paid at actual) 1,729,181

Stationeries and other expenses Estimated (To be paid at actual) 200,000

Grand Total 22,500,000

Note: Actual costs may be varied if above mentioned estimates differ and will be adjusted accordingly

(n) If the issuer has revalued any of its assets, the name, qualification and experiences of the valuer and the reason for the revaluation, showing the value of the assets prior to the revaluation separately for each asset revalued in a manner which shall facilitate comparison between the historical value and the amount after revaluation and giving a summary of the valuation report along with basis of pricing and certificates required under the revaluation guideline of the Commission;

The Company revalued its fixed assets (land, building and machinery) for the first time in the year 30 June 2010. Reserve is created by the sum of revaluation surplus and transferred the equal amount to the equity as per the provision of BAS-16.

Particulars Description

Name of valuer Company G.K Adjusters Limited

Qualification of the valuer Company Licensed certified surveyor, Government of Bangladesh

Members in the valuation team

Name Qualification Position in the Company

Ms. Sathi Bilkis Yasmin CIMA (UK) Managing Director

Mr. Oliul Islam Khan & others

Masters Assistant Manager

Works done 1. Brac Bank Limited 2. Standard Bank Limited 3. Standard Chartred Bank Limited 4. Prime Bank Limited 5. NRB Bank Limited

193

Reasons for valuation

The price of land, building and machinery has been substantially changed since its acquisition and revaluation was done due to inflationary trend and change of value of other materials. In these circumstances, the management has decided to revalue its land, building & machineries to ascertain the fair market value of the assets.

The following table shows the itemizing comparison between historical value and amount shown after revaluation:

Particulars of assets Amount in Taka

Book value Revalued amount

Revaluation surplus/gain

1.Land

59.50 katha (Mirpur) 9,517,017

892,500,000 952,982,983

10.00 katha (Uttara) 70,000,000

2.Buildings 33,452,337 125,737,500 92,285,163

3.Machinery & equipments 221,611,859 227,628,685 6,016,826

4.Vehicle 1,416,844 4,811,250 3,394,406

Total 265,998,057 1,320,677,435 1,054,679,378

Summary of revaluation report

After carrying out all relevant methods and valuation and applying the process to the assets, i.e., land, building & machineries which are as follows:

Summary of valuation of fixed assets as on 30 June 2010


1. Land

59.50 katha land @ Tk. 15,000,000 892,500,000

10.00 katha land @ Tk. 7,000,000 70,000,000

2. Buildings 125,737,500

3. Machinery & equipments 227,628,685

4. Vehicle 4,811,250

Total 1,320,677,435

Basis of valuation Land

To determine the basis of valuation of land is rather a difficult and tricky proposition as there is no uniformity in price of land. It has been observed on many occasions that plot lying side by side and having equal facilities may fetch different price without any apparent and convincing reason. We have as such valued the land on the basis of plot being purchased and sold in the locality during the last six month. We have also enquired from the local people and inhabitants of the area at a random basis to arrive at an average consensus value as to the present price of the land in the locality. Again the value of land in the present market condition is a relative term as the seller and the buyer look at it from different point. Moreover, it differs from a willing seller and an unwilling seller and similarly a willingbuyer will have different value than that of an unwilling buyer. Building

194

The building has been valued taking into consideration the present costs of construction materials, labor cost and workmanship etc. as well as we have taken into consideration the materials used for the construction of the building and the quality of its finishing work, fixture and fittings etc. to arrive at affair and reasonable value of the same.

Auditor Certificate regarding Valuation of Fixed Asset

The Summary of Valuation were as follows:

Particulars of Assets

2010

Book Value Tk. Revalued

Amount Tk. Revaluation

Surplus/gain

Land:

59.50 katha (Mirpur) 9,517,017 962,500,000 952,982,983

10.00 katha (Uttara)

Buildings 33,452,337 125,737,500 92,285,163

Machinery & equipments 221,611,859 227,628,685 6,016,826

Vehicle 1,416,844 4,811,250 3,394,406

Total 1,054,679,378

Sd/- Place: Dhaka Ahmed Zaker & Co Date: 29 August, 2016 Chartered Accountants

(o) Where the issuer is a holding or subsidiary company, full disclosure about the transactions, including its nature and amount, between the issuer and its subsidiary or holding company, including transactions which had taken place within the last five years of the issuance of the prospectus or since the date of incorporation of the issuer, whichever is later, clearly indicating whether the issuer is a debtor or a creditor; Presently the Company has no holding or subsidiary Company. However, the Company had onesubsidiary companywithin last five years namely Globex Pharmaceuticals Limited and transaction occurred as follows:

Amount in Taka

Name of the

related party

Nature of

relationship

Nature of

transaction

30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015

Value of transaction during the year

Balance at year end

(receivable/ payable)

Value of transaction during the year

Balance at year

end (receivab

le/ payable)

Value of transacti

on during

the year

Balance at year

end (receivab

le/ payable)

Value of transacti

on during

the year

Balance at year

end (receivab

le/ payable)

Value of transacti

on during

the year

Balance at year

end (receivab

le/ payable)

Globex Pharma Limited

Shareholder

Short term loan

-

10,000,000

-

10,000,000 - 10,000,000 - 10,000,000 - 10,000,000

Interest

charge 1,200,000 14,210,475 900000 13,010,475 991,667 2,110,475 1,100,000 2,618,808 1,500,000 2,692,000

195

(p) Financial Information of Group Companies and Companies under common ownership by more than 50%: following information for the last three years based on the audited financial statements, in respect of all the group companies of the issuer, wherever applicable, along with significant notes of auditors: Delta Hospital Limited has no group companies and companies under common ownership by more than 50%. Hence information under this head is not applicable for the Company. (q) Where the issuer is a banking company, insurance company, non-banking financial institution or any

other company which is regulated and licensed by another primary regulator, a declaration by the board of

directors shall be included in the prospectus stating that all requirements of the relevant laws and regulatory

requirements of its primary regulator have been adhered to by the issuer;

Declaration regarding primary regulator

To whom it may concern

This is to certify that the primary regulator of Delta Hospital Limited is Directorate General of Health Services (DGHS), Ministry of Health and Family affairs, Government of the Peoples republic of Bangladesh and all requirements of relevant laws and regulatory requirements of its primary regulator have been adhered to by the issuer.

Declared by the Board of Directors of Delta Hospital Limited:


Chairman




Director

Sd/- Habibur Rahman

Director


Director


Director

Sd/-

Nurul Huda

Director

Sd/-

Mahmud Hassan Director

Sd/- Dr. Chowdhury Habibur Rahman FRCS


Sd/-

Md. Obiydur Rahman

Director



Sd/-

Mizanur Rahman Sarkar

Director

Sd/- Dr. Shamim Jahangir Ahmed


Dated: 21 October2019

196

(r) A report from the auditors regarding any allotment of shares to any person for any consideration otherwise

than cash along with relationship of that person with the issuer and rationale of issue price of the shares;

Auditors‟ certificate regarding any allotment of shares to any person for any consideration other than

cash

This is to certify that Delta Hospital Limited has not allotted any shares for consideration other than in cash to any person up to

30 June 2019 except the followings.

Date of Allotment 15/12/2011

Sl.

No Person to whom those are issued

Relationship

with the Issuer

No. of

Share

Allotted

Reasons for the issue Rational

of Issue

Price

Consideration

1 DR. SYED MUKARRAM ALI

Sponsor and

Director 35,100

Distribution of Accumulated

Profit

Face Value Bonus Share

2 MR. A.Q.M. NURUL ABSAR

Sponsor and

Director 40,000


Profit


3 MR. M. ASHRAF RAHIM

Sponsor

10,000


Profit


4 MR. S.M.A. MANNAN

Sponsor and

Director 15,000


Profit


5 MR. MIR AMJAD HUSSAIN

Sponsor and

Director 28,700


Profit


6 MR. GOLAM MOSTAFA

Sponsor

24,200


Profit


7 MR. HABIBUR RAHMAN

Sponsor and

Director 50,000


Profit


8 MR. MAHMUD HASSAN

Sponsor and

Director 30,000


Profit


9 MR. MAHABUB HOSSAIN

Sponsor

7,600


Profit


10 MR. MOZAMMEL HUQ

Sponsor

10,100


Profit


11 DR. NASIR UDDIN AHMED

Sponsor and

Director 20,000


Profit


12

MR. NAZMUL HUDA

CHOUDHURY

Sponsor

10,000


Profit


13

MR. NASIR UDDIN

CHOWDHURY

Sponsor and

Director 20,000


Profit


14 MRS. NAJMIN SHOWKAT ALI

Sponsor and

Director 80,000


Profit


15

DR. MUHAMMAD RAUSHAN

ALI

Sponsor and

Director 12,000


Profit


197

16 DR. RASHID HYDER

Sponsor and

Director 10,000


Profit


17

DR. SHAFIQUL HUDA

CHAUHDURY

Sponsor

10,100


Profit


18 DR. MOHD. SHAFIULLAH

Sponsor

16,100


Profit


19 MOHD. SYEDUL ISLAM

Sponsor and

Director 20,000


Profit


20

DR. MUHAMMED

SHAHJAHAN

Shareholder

9,800


Profit


21 MR. SHOWKAT ALI

Sponsor and

Director 30,000


Profit


22 MRS. FARIDA R. AHMED

Director

20,000


Profit


23 MR. HAFIZ UDDIN AHMED

Shareholder

1,400


Profit


24 MRS. SHAHANA JESMIN

Shareholder

1,400


Profit


25 MR. MD. ABDUL HYE

Shareholder

6,000


Profit


26

MD. MUJIBUR RAHMAN

CHAUDHURY

Shareholder

4,000


Profit


27 MR. MUJIBUR RAHMAN

Shareholder

1,400


Profit


28 MR. FAISAL AKBAR

Shareholder

1,400


Profit


29 MR. KAZI NASRUL HAQUE

Shareholder

2,800


Profit


30 MD. ABDUR ROB

Shareholder

2,000


Profit


31

MR. ZAKIR HOSSAIN

HOWLADAR

Shareholder

2,030


Profit


32 MR. S.M.AZIM UDDIN

Shareholder

800


Profit


33 MD.MUYEENUDDIN SIDDIQUI

Shareholder

2,800


Profit


34 MRS. AYESHA JAIGIRDER

Shareholder

4,000


Profit


35 MR. SALIM RAZA

Shareholder

5,600


Profit


36 MR. MUHIBUS SAMAD

Shareholder

30,100


Profit


198

37 MD. ZAHRUL ALAM

Shareholder

5,600


Profit


38 MR. ABUL HOSSAIN

Shareholder

16,000


Profit


39

MOHD.MOAZZAM HOSSAIN

CHOUDHURY

Shareholder

4,000


Profit


40

MR. ABUL BARAKAT

CHOUDHURY

Shareholder

4,000


Profit


41

MRS. KAMRUN NAHAR

CHOWDHURY

Shareholder

2,000


Profit


42 MRS. NOOR JAHAN ISHAQUE

Shareholder

2,000


Profit


43 MR. NURUL AZIM

Shareholder

2,800


Profit


44 MRS. MONOWARA ALI

Shareholder

19,800


Profit


45

MD. ABUL HASSAN

CHOUDHURY

Shareholder

2,000


Profit


46 MR. MUJIBUR RAHMAN

Shareholder

2,000


Profit


47 MR. FIROZ KABIR

Shareholder

4,0,00


Profit


48 MD. LUTFUR RAHMAN

Shareholder

2,000


Profit


49 MR. NEWAZ UDDIN AHMED

Shareholder

1,400


Profit


50 MRS. SELINA RAHIM

Shareholder

1,000


Profit


51 MISS. RANYA RAHIM

Shareholder

1,000


Profit


52 MD. ISMAIL

Shareholder

1,000


Profit


53

MR. WAHID AHMED

CHOUDHURY

Shareholder

1,000


Profit


54

MR. TOUHID AHMED

CHOUDHURY

Shareholder

1,000


Profit


55 MRS. HARUN UN NESSA

Shareholder

1,000


Profit


56 MRS. MAZEDA BEGUM

Shareholder

1,000


Profit


57

MR. FARUQUL HAQUE

CHAUDHURY

Shareholder

2,000


Profit


199

58 MD. FAYZUL ISLAM

Shareholder

4,000


Profit


59

MD. ABUL KALAM

CHAUHDURY

Shareholder

4,000


Profit


60 MRS. ZUBERA AMIN LASKER

Shareholder

2,000


Profit


61 MR. JOYNAL ABDIN

Shareholder

4,000


Profit


62

MR. JAHIRUL ISLAM

MAJUMDER

Shareholder

2,800


Profit


63 MRS. AYESHA BEGUM

Shareholder

1,400


Profit


64 DR. MOAVINUL ISLAM

Shareholder

2,000


Profit


65 MR. ZAHURUL HOQUE

Shareholder

1,400


Profit


66 MR. M.S. ZAMAN SALEK

Shareholder

4,000


Profit


67 MR. ABDUL MOMIN MINTU

Shareholder

1,400


Profit


68 BIDYUT KANTI DATTA

Shareholder

4,000


Profit


69

MR. NURUL ANWAR

BHUIYAN

Shareholder

2,000


Profit


70 MR. ABU AHMED

Shareholder

4,000


Profit


71 DR. LAILA NAZNEEN

Shareholder

4,000


Profit


72 MR. ABDUR RAHIM

Director

43,000


Profit


73 MD. SERAJUL ISLAM

Shareholder

1,400


Profit


74 MOV.ABU AHMED FARUQUE

Shareholder

4,000


Profit


75 MR. DIN MOHAMMAD GAZI

Shareholder

2,000


Profit


76 MRS. NURUNNAHER BEGUM

Shareholder

1,000


Profit


77 MR. A.K.M.LUTFAR RAHMAN

Shareholder

2,000


Profit


78 MR. JOYNAL ABEDIN

Shareholder

4,000


Profit


200

79 DR. MOTIUR RAHMAN

Shareholder

8,000


Profit


80

MR.MD. BADRUL ISLAM

KHAN

Shareholder

4,200


Profit


81 MR. ALI REZA

Shareholder

2,800


Profit


82 MR. RAFIAL ALAM

Shareholder

4,800


Profit


83 MIAH IMDADUL HAQUE

Shareholder

5,600


Profit


84 MR. SAHAR ALI

Shareholder

200


Profit


85 MR. ZAMRUL ISLAM

Shareholder

1,400


Profit


86

MR. HABIBUR RAHMAN

KHAN

Shareholder

2,800


Profit


87 MRS. GOOL E NOOR ALAM

Shareholder

4,000


Profit


88 MRS. NAZMUL LAILA

Shareholder

30,000


Profit


89 MRS. AL AMARA KAMAL

Shareholder

800


Profit


90 MR. MOHAMMAD ALI IMAM

Shareholder

2,000


Profit


91

MR. A.T. M.SADEQUR

RAHMAN

Shareholder

6,600


Profit


92 MR. ASRAFUL ISLAM

Shareholder

6,600


Profit


93 MD. SHAFIUL ALAM

Shareholder

6,600


Profit


94 MR. ABDUL QADER

Shareholder

1,400


Profit


95 MR. ABDUL GANI

Shareholder

8,000


Profit


96 KAZI SHAHIDA RAHMAN

Shareholder

2,000


Profit


97 MRS. SHAMIMA HASSAN

Shareholder

1,400


Profit


98 MR. MOHD SALIM MIAH

Shareholder

5,600


Profit


99

MR. MOHD HOSSAIN

CHAUDHURY

Shareholder

2,800


Profit


201

100 MR. MD. MUJIBUL HAQUE

Shareholder

5,600


Profit


101 MR. SHIMANOOR MANNAN

Shareholder

2,800


Profit


102 MR. A.Y.M.MOKBUL HOSSAIN

Shareholder

1,400


Profit


103

MR. A. K.M.MIZANUR

RAHMAN

Shareholder

2,800


Profit


104 MRS. REHANA PARVEEN

Shareholder

2,000


Profit


105 MOHD AHMED CHAUDHURY

Shareholder

1,400


Profit


106 Mr. SYED ALI IMMAM

Shareholder

1,400


Profit


107 MR. AFIQUR RAHMAN

Shareholder

1,400


Profit


108 MD. SHAHJAHAN MIAH

Shareholder

2,000


Profit


109 DR. MOSADDAQUE HOSSAIN

Shareholder

3,000


Profit


110 MR. MD. HABIBUR RAHMAN

Shareholder

3,000


Profit


111 MR. GULAM MOULA

Shareholder

2,000


Profit


112 MR.MD.SHAMSUL HAQUE

Shareholder

4,000


Profit


113 MR. AHMED ATAUL MOMEN

Shareholder

3,660


Profit


114 MD. SHAMSUL HAQUE

Shareholder

800


Profit


115 MRS. AFROZA PARVIN

Shareholder

1,600


Profit


116 G. K. CHAUDHURY

Shareholder

1,400


Profit


117 MD. SHAH ALAM

Shareholder

1,400


Profit


118 ABDUL MANNAN MAJUMDER

Shareholder

2,800


Profit


119 MD. NURUL ISLAM

Shareholder

800


Profit


120 MR. ANWARUL AZIM

Shareholder

1,400


Profit


202

121 MD. HABIBUR RAHMAN

Shareholder

3,600


Profit


122 MR. AHMED PARVEZ KHAN

Shareholder

800


Profit


123

MR. ABUL QUASEM

CHAUDHURY

Shareholder

1,600


Profit


124 MR. NURUL HAQUE

Shareholder

1,600


Profit


125 MR. IRFANUL HAQUE

Shareholder

3,200


Profit


126 MRS.. FATEMA BEGUM

Shareholder

800


Profit


127 MD. SHAHABUDDIN

Shareholder

1,600


Profit


128 MD. MAHI ALAM

Shareholder

1,600


Profit


129

MD. MOSHRAFUDDIN

AHMED

Shareholder

1,600


Profit


130

M. GOUS UDDIN AHMED

CHAUDHURY

Shareholder

400


Profit


131 DR. GIAS UDDIN AHMED

Shareholder

4,000


Profit


132

MR. GIAS UDDIN

CHAUHDURY

Director

20,000


Profit


133 MR. MD. ABDUL MALEK

Shareholder

200


Profit


134 MR. MIRZA GOLAM QUDDUS

KIBRIA

Shareholder

2,800


Profit


135

MR. FAHIM AHMED FARUK

CHOWDHURY

Director

26,000


Profit


136

MS. FAHIMA FARUK

CHOWDHURY

Shareholder

12,000


Profit


137

MRS.SHAMSUN NAHER

BEGUM CHAUDHURY

Shareholder

6,000


Profit


138 MR. NURUL HUDA

Director

44,000


Profit


139

MRS. FATIMA HUMAIRA

CHAWDHURY

Shareholder

4,000


Profit


140 MRS. DELWARA ABSAR

Shareholder

10,000


Profit


141 MR. AHMED ARIF

Shareholder

20,000


Profit


203

142 MR. A.S.A. MUIZ

Director

30,000


Profit


143 MRS. RASHIDA ISLAM

Shareholder

5,000


Profit


144 DR.TANJIDA CHOWDHURY

Shareholder

20,000


Profit


145 MRS.TAHMIDA CHOWDHURY

Shareholder

10,000


Profit


146 MRS. TASNUVA CHOWDHURY

Shareholder

10,000


Profit


147

MR. MUSHTAQUL HASSAN

KHAN

Shareholder

7,190


Profit


148 MR.PAVEL SHAHID SARWAR

Shareholder

6,000


Profit


149 MR. ABDUL MOTIN

Shareholder

14,000


Profit


150

MRS. FERDOUS JERIN

CHOWDHURY

Shareholder

4,000


Profit


151

MR. M. RASHIDUL HASAN

KHAN

Shareholder

4,000


Profit


152 MRS. MAHBUBA ZAKI

Director

30,000


Profit


153 DAJ FOUNDATION TRUST

Shareholder

10,000


Profit


154 MR. MUSHFIQUR RAHMAN

Shareholder

10,000


Profit


155 MRS. SETARA ISLAM

Shareholder

4,000


Profit


156 MR. YASIN ABSAR

Shareholder

11,900


Profit


157

A.S.M.M KAMAL & ROKEYA

PARVEEN

Shareholder

3,200


Profit


158

MRS. ROWSHAN AKHTER

IMAM

Shareholder

4,000


Profit


159

MRS. SHAMSUN NAHER

CHOUDHURY

Shareholder

2,500


Profit


160 KAMRAN IDRIS CHOUDHURY

Shareholder

5,834


Profit


161 AHSAN IDRIS CHOUDHURY

Shareholder

5,834


Profit


162 SHREEN IDRIS CHOUDHURY

Shareholder

2,916


Profit


204

163

ROXSANA IDRIS

CHOUDHURY

Shareholder

2,916


Profit


164 MD. ABDUR RAHIM

Shareholder

1,000


Profit


165 MRS. SARMIN AKTER

Shareholder

1,000


Profit


Total 12,74,780

Date of Allotment-5/5/2014

Sl.

No.

Name of Shareholder Relationship

with the Issuer

No Of Share Reasons for the issue Rational of

Issue Price

Consideration

1. DR. SYED MUKARRAM ALI Sponsor and

Director

61,022 Distribution of

Accumulated Profit


2. MR. A.Q.M. NURUL ABSAR Sponsor and

Director


Accumulated Profit


3. MR. M. ASHRAF RAHIM Sponsor 5,127 Distribution of

Accumulated Profit


4. MR. S.M.A. MANNAN Sponsor 30,021 Distribution of

Accumulated Profit


5. MR. MIR AMJAD HUSSAIN Sponsor and

Director


Accumulated Profit


6. MR. HABIBUR RAHMAN Sponsor and

Director


Accumulated Profit


7. MR. MAHMUD HASSAN Sponsor and

Director


Accumulated Profit


8. MR. MAHABUB HOSSAIN Sponsor 6,957 Distribution of

Accumulated Profit


9. MR. MOZAMMEL HUQ Sponsor 8,384 Distribution of

Accumulated Profit


10. DR. NASIR UDDIN AHMED Sponsor and

Director


Accumulated Profit


11. MR. NAZMUL HUDA

CHOUDHURY

Sponsor 9,750 Distribution of

Accumulated Profit


12. MR. NASIR UDDIN

CHOWDHURY

Sponsor and

Director


Accumulated Profit


13. MRS. NAJMIN SHOWKAT ALI Sponsor and

Director


Accumulated Profit


14. DR. MUHAMMAD RAUSHAN

ALI

Sponsor and

Director


Accumulated Profit


15. DR. RASHID HYDER Sponsor 13,202 Distribution of

Accumulated Profit


205

16. DR. SHAFIQUL HUDA

CHAUHDURY

Sponsor 7,120 Distribution of

Accumulated Profit


17. DR. MOHD. SHAFIULLAH Sponsor 18,945 Distribution of

Accumulated Profit


18. MOHD. SYEDUL ISLAM Sponsor 45,094 Distribution of

Accumulated Profit


19. DR. MUHAMMED

SHAHJAHAN

Shareholder 11,531 Distribution of

Accumulated Profit


20. MR. SHOWKAT ALI Sponsor and

Director


Accumulated Profit


21. MRS. FARIDA R. AHMED Director 11,113 Distribution of

Accumulated Profit


22. MR. HAFIZ UDDIN AHMED Shareholder 877 Distribution of

Accumulated Profit


23. MRS. SHAHANA JESMIN Shareholder 877 Distribution of

Accumulated Profit


24. MR. MD. ABDUL HYE Shareholder 2,051 Distribution of

Accumulated Profit


25. MD. MUJIBUR RAHMAN

CHAUDHURY


Accumulated Profit


26. MR. MUJIBUR RAHMAN Shareholder 1,220 Distribution of

Accumulated Profit


27. MR. FAISAL AKBAR Shareholder 1,647 Distribution of

Accumulated Profit


28. MR. KAZI NASRUL HAQUE Shareholder 2,653 Distribution of

Accumulated Profit


29. MD. ABDUR ROB Shareholder 1,284 Distribution of

Accumulated Profit


30. MR. ZAKIR HOSSAIN

HOWLADAR

Shareholder 694 Distribution of

Accumulated Profit


31. MR. S.M.AZIM UDDIN Shareholder 273 Distribution of

Accumulated Profit


32. MD. MUYEEN UDDIN

SIDDIQUI


Accumulated Profit


33. MRS. AYESHA JAIGIRDER Shareholder 1,367 Distribution of

Accumulated Profit


34. MR. SALIM RAZA Shareholder 3,509 Distribution of

Accumulated Profit


35. MR. MUHIBUS SAMAD Shareholder 35,418 Distribution of

Accumulated Profit


36. MD. ZAHRUL ALAM Shareholder 6,513 Distribution of

Accumulated Profit


206

37. MOHD.MOAZZAM HOSSAIN

CHOUDHURY


Accumulated Profit


38. MR. ABUL BARAKAT

CHOUDHURY


Accumulated Profit


39. MRS. KAMRUN NAHAR

CHOWDHURY


Accumulated Profit


40. MR. NURUL AZIM Shareholder 3,295 Distribution of

Accumulated Profit


41. MRS. MONOWARA ALI Shareholder 23,298 Distribution of

Accumulated Profit


42. MD. ABUL HASSAN

CHOUDHURY


Accumulated Profit


43. MR. MD. MUJIBUR RAHMAN Shareholder 1,253 Distribution of

Accumulated Profit


44. MR. FIROZ KABIR Shareholder 4,707 Distribution of

Accumulated Profit


45. MD. LUTFUR RAHMAN Shareholder 684 Distribution of

Accumulated Profit


46. MR. NEWAZ UDDIN AHMED Shareholder 479 Distribution of

Accumulated Profit


47. MRS. SELINA RAHIM Shareholder 342 Distribution of

Accumulated Profit


48. MISS. RANYA RAHIM Shareholder 342 Distribution of

Accumulated Profit


49. MD. ISMAIL Shareholder 342 Distribution of

Accumulated Profit


50. MR. WAHID AHMED

CHOUDHURY


Accumulated Profit


51. MR. TOUHID AHMED

CHOUDHURY


Accumulated Profit


52. MRS. HARUN UN NESSA Shareholder 342 Distribution of

Accumulated Profit


53. MRS. MAZEDA BEGUM Shareholder 342 Distribution of

Accumulated Profit


54. MD. FAYZUL ISLAM Shareholder 1,367 Distribution of

Accumulated Profit


55. MD. ABUL KALAM

CHAUHDURY


Accumulated Profit


56. MRS. ZUBERA AMIN LASKER Shareholder 1,284 Distribution of

Accumulated Profit


57. MR. JOYNAL ABDIN Shareholder 1,200 Distribution of

Accumulated Profit


207

58. MR. ZAHIRUL ISLAM

MAJUMDER


Accumulated Profit


59. MRS. AYESHA BEGUM Shareholder 500 Distribution of

Accumulated Profit


60. DR. MOAVINUL ISLAM Shareholder 1,253 Distribution of

Accumulated Profit


61. MR. ZAHURUL HOQUE Shareholder 1,647 Distribution of

Accumulated Profit


62. MR. M.S. ZAMAN SALEK Shareholder 4,707 Distribution of

Accumulated Profit


63. MR. ABDUL MOMEN Shareholder 1,647 Distribution of

Accumulated Profit


64. BIDYUT KANTI DATTA Shareholder 1,500 Distribution of

Accumulated Profit


65. MR. NURUL ANWAR BHUIYAN Shareholder 1,284 Distribution of

Accumulated Profit


66. MR. ABU AHMED Shareholder 8,813 Distribution of

Accumulated Profit


67. DR. LAILA NAZNEEN Shareholder 4,707 Distribution of

Accumulated Profit


68. MR. ABDUR RAHIM Director 34,426 Distribution of

Accumulated Profit


69. MD. SERAJUL ISLAM Shareholder 899 Distribution of

Accumulated Profit


70. MOV.ABU AHMED FARUQUE Shareholder 3,007 Distribution of

Accumulated Profit


71. MR. DIN MOHAMMAD GAZI Shareholder 1,753 Distribution of

Accumulated Profit


72. MRS. NURUNNAHER BEGUM Shareholder 342 Distribution of

Accumulated Profit


73. MR. A.K.M.LUTFAR RAHMAN Shareholder 1,253 Distribution of

Accumulated Profit


74. MR. JOYNAL ABEDIN Shareholder 7,867 Distribution of

Accumulated Profit


75. DR. MOTIUR RAHMAN Shareholder 5,135 Distribution of

Accumulated Profit


76. MR.MD. BADRUL ISLAM KHAN Shareholder 4,942 Distribution of

Accumulated Profit


77. MR. ALI REZA Shareholder 3,295 Distribution of

Accumulated Profit


78. MR. RAFIAL ALAM Shareholder 3,008 Distribution of

Accumulated Profit


208

79. MIAH IMDADUL HAQUE Shareholder 6,589 Distribution of

Accumulated Profit


80. MR. SAHAR ALI Shareholder 235 Distribution of

Accumulated Profit


81. MR. ZAMRUL ISLAM Shareholder 270 Distribution of

Accumulated Profit


82. MR. HABIBUR RAHMAN KHAN Shareholder 3,295 Distribution of

Accumulated Profit


83. MRS. GOOL E NOOR ALAM Shareholder 4,707 Distribution of

Accumulated Profit


84. MRS. NAZMUL LAILA Shareholder 13,750 Distribution of

Accumulated Profit


85. MRS. AL AMARA KAMAL Shareholder 941 Distribution of

Accumulated Profit


86. MR. A.T.M.SADEQUR RAHMAN Shareholder 4,236 Distribution of

Accumulated Profit


87. MR. ASHRAFUL ISLAM Shareholder 7,766 Distribution of

Accumulated Profit


88. MD. SHAFIUL ALAM Shareholder 7,766 Distribution of

Accumulated Profit


89. MR. ABDUL QADER Shareholder 1,647 Distribution of

Accumulated Profit


90. MR. ABDUL GHANI Shareholder 9,413 Distribution of

Accumulated Profit


91. KAZI SHAHIDA RAHMAN Shareholder 1,284 Distribution of

Accumulated Profit


92. MRS. SHAMIMA HASSAN Shareholder 899 Distribution of

Accumulated Profit


93. MR. MOHD SALIM MIAH Shareholder 3,509 Distribution of

Accumulated Profit


94. MR. MOHD HOSSAIN

CHAUDHURY


Accumulated Profit


95. MR. MD. MUZIBUL HAQUE Shareholder 6,589 Distribution of

Accumulated Profit


96. MR. SHIMANOOR MANNAN Shareholder 3,295 Distribution of

Accumulated Profit


97. MR. A.Y.M.MOKBUL HOSSAIN Shareholder 899 Distribution of

Accumulated Profit


98. MR. A. K.M.MIZANUR

RAHMAN


Accumulated Profit


99. MRS. REHANA PARVEEN Shareholder 2,353 Distribution of

Accumulated Profit


209

100. MOHD AHMED CHAUDHURY Shareholder 1,647 Distribution of

Accumulated Profit


101. Mr. SYED ALI IMMAM Shareholder 479 Distribution of

Accumulated Profit


102. MR. AFIQUR RAHMAN Shareholder 479 Distribution of

Accumulated Profit


103. MD. SHAHJAHAN MIAH Shareholder 1,253 Distribution of

Accumulated Profit


104. DR. MOSADDAQUE HOSSAIN Shareholder 1,025 Distribution of

Accumulated Profit


105. MR. MD. HABIBUR RAHMAN Shareholder 1,025 Distribution of

Accumulated Profit


106. MR. GULAM MOULA Shareholder 1,253 Distribution of

Accumulated Profit


107. MR.MD.SHAMSUL HAQUE


Accumulated Profit


108. MR. AHMED ATAUL MOMEN Shareholder 2,349 Distribution of

Accumulated Profit


109. MD. SHAMSUL HAQUE Shareholder 513 Distribution of

Accumulated Profit


110. MRS. AFROZA PARVEEN Shareholder 1,003 Distribution of

Accumulated Profit


111. G. K. CHAUDHURY Shareholder 1,647 Distribution of

Accumulated Profit


112. MD. SHAH ALAM Shareholder 899 Distribution of

Accumulated Profit


113. ABDUL MANNAN MAJUMDER Shareholder 1,755 Distribution of

Accumulated Profit


114. MD. NURUL ISLAM Shareholder 513 Distribution of

Accumulated Profit


115. MR. ANWARUL AZIM Shareholder 1,647 Distribution of

Accumulated Profit


116. MD. HABIBUR RAHMAN Shareholder 5,550 Distribution of

Accumulated Profit


117. MR. AHMED PARVEZ KHAN Shareholder 501 Distribution of

Accumulated Profit


118. MR. ABUL QUASEM

CHAUDHURY


Accumulated Profit


119. MR. NURUL HAQUE Shareholder 547 Distribution of

Accumulated Profit


120. MR. IRFANUL HAQUE Shareholder 2,731 Distribution of Face Value Bonus Share

210

Accumulated Profit

121. MRS. FATEMA BEGUM Shareholder 273 Distribution of

Accumulated Profit


122. MD. SHAHABUDDIN Shareholder 1,027 Distribution of

Accumulated Profit


123. MD. MAHI ALAM Shareholder 1,883 Distribution of

Accumulated Profit


124. M. GOUS UDDIN AHMED

CHAUDHURY


Accumulated Profit


125. DR. GIAS UDDIN AHMED Shareholder 1,367 Distribution of

Accumulated Profit


126. MR. GIAS UDDIN

CHAUHDURY

Director 23,513 Distribution of

Accumulated Profit


127. MR. MD. ABDUL MALEK Shareholder 68 Distribution of

Accumulated Profit


128. MR. MIRZA GOLAM QUDDUS

KIBRIA


Accumulated Profit


129. MR. FAHIM AHMED FARUK

CHOWDHURY

Director


Accumulated Profit


130. MS. FAHIMA FARUK

CHOWDHURY


Accumulated Profit


0

131. MRS.SHAMSUN NAHER

BEGUM CHAUDHUR


Accumulated Profit


132. MR. NURUL HUDA Director 67,357 Distribution of

Accumulated Profit


133. MRS. FATIMA HUMAIRA

CHAWDHURY


Accumulated Profit


134. MRS. DELWARA ABSAR Shareholder 11,767 Distribution of

Accumulated Profit


135. MR. AHMED ARIF Shareholder 23,533 Distribution of

Accumulated Profit


136. MR. A.S.A. MUIZ Director 47,889 Distribution of

Accumulated Profit


137. MRS. RASHIDA ISLAM Director 244 Distribution of

Accumulated Profit


138. MRS. FAHMIDA R. NASER Shareholder 1,424 Distribution of

Accumulated Profit


139. MRS. TAHMINA R.

CHOWDHURY


Accumulated Profit


140. DR.TANJIDA CHOWDHURY Shareholder 14,810 Distribution of Face Value Bonus Share

211

Accumulated Profit

141. MRS.TAHMIDA CHOWDHURY Shareholder 13,560 Distribution of

Accumulated Profit


142. MRS. TASNUVA CHOWDHURY Shareholder 14,810 Distribution of

Accumulated Profit


143. MR. MUSHTAQUL HASSAN

KHAN


Accumulated Profit


144. MR. PAVEL SHAHID SARWAR Shareholder 1,000 Distribution of

Accumulated Profit


145. MR. ABDUL MOTIN Shareholder 23,961 Distribution of

Accumulated Profit


146. MRS. FERDOUS JERIN

CHOWDHURY


Accumulated Profit


147. MR. MESBAH DILWAR

RAHMAN


Accumulated Profit


148. MR. M. RASHIDUL HASAN

KHAN


Accumulated Profit


149. MRS. MAHBUBA ZAKI Director 11,195 Distribution of

Accumulated Profit


150. DAJ FOUNDATION TRUST Shareholder 8,767 Distribution of

Accumulated Profit


151. MR. MUSHFIQUR RAHMAN Shareholder 3,418 Distribution of

Accumulated Profit


152. MRS. SETARA ISLAM Shareholder 1,607 Distribution of

Accumulated Profit


153. MR. YASIN ABSAR Shareholder 14,002 Distribution of

Accumulated Profit


154. A.S.M.M KAMAL & ROKEYA

PARVEEN


Accumulated Profit


155. MRS. ROWSHAN AKHTER

IMAM


Accumulated Profit


156. MRS. SHAMSUN NAHER

CHOUDHURY


Accumulated Profit


157. KAMRAN IDRIS CHOUDHURY Shareholder 3,744 Distribution of

Accumulated Profit


158. SHREEN IDRIS CHOUDHURY Shareholder 1,872 Distribution of

Accumulated Profit


159. AHSAN IDRIS CHOUDHURY Shareholder 3,744 Distribution of

Accumulated Profit


160. ROXSANA IDRIS CHOUDHURY Shareholder 1,872 Distribution of

Accumulated Profit


212

161. MD. ABDUR RAHIM Shareholder 342 Distribution of

Accumulated Profit


162. MRS. SARMIN AKTER Shareholder 342 Distribution of

Accumulated Profit


163. MR. MIZANUR RAHMAN

SARKER


Accumulated Profit


164. MR. OBIYDUR RAHMAN Shareholder 70,000 Distribution of

Accumulated Profit


165. MR. ALAMGIR HUSSAIN Shareholder 2,332 Distribution of

Accumulated Profit


166. MR. SHAHJAHAN HUSSAIN Shareholder 5,416 Distribution of

Accumulated Profit


167. DR. SADEQUR RAHMAN

MALIK


Accumulated Profit


168. NARGIS JAHAN Shareholder 500 Distribution of

Accumulated Profit


169. MRS. SHAMIM ARA SIDDIQUEE Shareholder 2,500 Distribution of

Accumulated Profit


170. MD. FASIAR RAHMAN Shareholder 1,500 Distribution of

Accumulated Profit


171. MR. SWAPAN KUMAR SARKAR Shareholder 2,500 Distribution of

Accumulated Profit


172. DR. A.K.M KHAIRUL ANAM

CHOWDHURY


Accumulated Profit


173. DR. MIR SAIMUMA SAMIN Shareholder 2,500 Distribution of

Accumulated Profit


174. KHUDEZA TAHERA TARIN

CHOUDHURY


Accumulated Profit


175. MRS. SIDDIQUA AHMED Shareholder 235 Distribution of

Accumulated Profit


176. NAZMUN NAHAR Shareholder 330 Distribution of

Accumulated Profit


177. TASLIM AHMED Shareholder 659 Distribution of

Accumulated Profit


178. MEZBAH AHMED Shareholder 659 Distribution of

Accumulated Profit


179. FARIDA MOSTAFA Shareholder 1,034 Distribution of

Accumulated Profit


180. WAHIDA MOSTAFA Shareholder 3,619 Distribution of

Accumulated Profit


181. SAMIRA MOSTAFA Shareholder 3,619 Distribution of

Accumulated Profit


213

Sd/- Place: Dhaka FAMES & R Date: 21 November 2019 Chartered Accountants

(s) Any material information, which is likely to have an impact on the offering or change the terms and conditions under which the offer has been made to the public; There is no other material information which is likely to have an impact on the offering or change the terms and conditions under which the offer has been made to the public.

182. MRS. ZAKIYA HUDA Shareholder 500 Distribution of

Accumulated Profit


183. MOHAMMAD NAZRUL ISLAM Shareholder 1,000 Distribution of

Accumulated Profit


184. ALI HAIDER Shareholder 1,500 Distribution of

Accumulated Profit


185. MD. MOHSIN BELAL Shareholder 3,000 Distribution of

Accumulated Profit


186. ISRAT KAMAL Shareholder 750 Distribution of

Accumulated Profit


187. ANWAR HOSSAIN Shareholder 500 Distribution of

Accumulated Profit


188. SHARIAR KAMAL Shareholder 6,650 Distribution of

Accumulated Profit


189. QUAZI HABIBUL HOSSAIN Shareholder 2,500 Distribution of

Accumulated Profit


190. QUAMRUL LAILA Shareholder 650 Distribution of

Accumulated Profit


191. SYEDA JAHERA FERDOUSI Shareholder 1,500 Distribution of

Accumulated Profit


192. MOMENA KHATOON Shareholder 500 Distribution of

Accumulated Profit


193. MD. SHAHID TALUKDER Shareholder 1,000 Distribution of

Accumulated Profit


194. SK. ABUL EHSAN Shareholder 750 Distribution of

Accumulated Profit


195. MRS. FARIDA YESMIN Shareholder 129 Distribution of

Accumulated Profit


TOTAL 1,500,000

214

(t) Business strategies and future plans - projected financial statements shall be required only for companies not started commercial operation yet and authenticated by Chairman, two Directors, Managing Director, CFO, and Company Secretary; Business strategies

The strategic objectives of Delta Hospital Limited is to improve and consolidate position in the healthcare industry as a general medical hospital in the country with a continuous growth philosophy to ensure patients satisfaction and trust through effective utilization of capital, machinery, human resources, continuous improvement of services, customer satisfaction and efficient resource management to be implemented on a day-to-day basis. The continuous growth philosophy of Delta Hospital Limited is being driven with the strategic levers of capitalizing on the growth of the Bangladesh health care sector, optimizing operational efficiency, following cost effectiveness in pricing model and adopting best corporate practices. Strategy for capitalizing on the growth of demand of the Bangladesh healthcare sector Bangladesh has been making significant socio-economic developments in recent years. Despite improving healthcare indicators such as decline in mortality rates and increase in average life expectancy, the health sector of the country is yet to be reached its full potential. Bangladesh is one of the ten countries with lowest heath expenditure. However, reform policies have been coupled with innovation and investment by the private sector has significant impact on development of this emerging sector. In this current industry scenario, Delta Hospital Limited has been set out long term strategic vision to be the leading multidisciplinary integrated general and specialized cancer hospital with best service and highest social commitment. The visionof the Company is to provide best medical service at affordable cost. To achieve this vision, the Company has been developed strategic planfor social responsibility, accountability, good corporate governance practices to each ofthe constituents with whom they have interact such as clients, employees, fellow citizens, business associates and shareholders.

Operational strategy Employees and environment Delta Hospital Limitedrecruits competent human resources, develop them as per concerned demand and retain them with socially based, competitive and standard motivational award and retention policies and practice. The Company is committed to creating a working environment based on the values of equal opportunity, diversity and meritocracy. All the Companies activities are reinforced by its governance structure, which comply with the leading code of best practice. Procurement of standard machineries

To maximize profitability in the business, maximizing of operating efficiency is the key factor. As part of this strategy, Delta Hospital Limited installed brand new set of machineries in the hospital. Delta Hospital Limitedhas radiotherapy machines which are most sophisticated & advanced technology. These are:

3D CRT linear accelerator machine

Cobalt60 machine

Brachytherapy HDR

Simulator

X-ray

215

ECG

Echocardiogram

Ultra sonogram,

CT scan

Mammography Facilities for lab test Delta Hospital Limited has followinglab test facilities:

Clinical pathology

Hematology

Bio chemistry

Microbiology

Cytology

FNAC

Histopathology

Tumor marker

Frozen section

Biopsy

Chromosome study

Blood transfusion service

Immunology

Virology

Serology

Hormone test, etc.

Delta Hospital Limited also have specialized medicine, surgery, gynae &OBS., pediatrics, orthopedics, eye, ENT, dental departments.Other services of Delta Hospital Limited are executive & VIP health checkup facilities with affordable cost.

Currently Delta Hospital Limited are providing maximum facilities in services. The facilities are as follows:

Indoor facilities for patients:

Sl. Facilities Number of beds

1 VIP cabin 9

2 Air condition cabin 30

3 Non air condition cabin 36

4 Air condition ward 73

5 Non air condition ward 65

6 Intensive Care Unit (ICU) 06

7 Palliative Care Unit (PCU) 06

8 Free bed 15

9 OPD Oncology & others 10

Outdoor facilities for patients:

Sl. Department Treatment facility

1 Oncology

Consultation service

2 Medicine

3 Surgery

4 Gynecology and OBS

5 Pediatrics

6 ENT &head, neck surgery

7 Ophthalmology

216

8 Orthopedics

9 Dermatology

10 Medicine

In the core operational strategy, Delta Hospital Limited has set out some core values in its operational process such as:

Consistently excelling at patient – centered care

Acting with personal integrity and accountability

Respecting one another

Effective change through teamwork and system thinking

Supporting diverse communities Product pricing strategy

The pricing strategy of Company is to provide service at an affordable price to the people. The price of the Company‟s product is determined considering the mass people average living standard and economic condition of the country. In determination of service price, Delta Hospital Limited considered the competitive price based on prevailing price provided by hospital in the same service nature. Therefore, the Company got competitive advantage in its price due to its cost effectiveness to large range of patients. Patients can get treatment facilities at an affordable cost. Service branding strategy

The objectives of Delta Hospital Limited are to conduct transparent business operation based on market

mechanism within the legal &social framework with aims to attain the mission reflected by vision. In this regard,

the Company has been set out some service branding strategy which includes service marketing, collaboration

etc. As part of its marketing strategy, the company has given advertise regular basis in print and electronic media.

The oncology unit in collaboration with the Bangladesh University of Engineering and Technology (BUET) and the German Society of Radiation Physicist which organizesregularly various workshops on quality assurance in radiation oncology. The oncology unit of Delta Hospital Limited has been selected by BUET and Gonobishaw Biddalay for training and research purpose for M. Phil and PhDstudents as well as for the training ofradiotherapy technologists. Strategy for focusing on best practices

Delta Hospital Limited has been incorporated the best practices available with respect of performance, corporate governance, management and employee training, quality control, environmental excellence and safety.

The ten principals of global compact initiated by the United Nation Secretary General have been adopted by Delta Hospital Limitedwhich is as follows:

Sl. Name of principals Details of principal

a Human rights 1. Business should support and respect the protection of internationally proclaimed

human rights within their sphere of influence; and 2. Make sure that they are not complicit in human rights abuse.

b Labor standard

1. Businesses should uphold the freedom of association and the effective recognition of the right of the collective bargaining;

2. The elimination of all forms of forced and compulsory labor; 3. The effective abolition of chain labor; 4. Eliminate discrimination in respect of employment and occupation.

217

c Environment 1. Business should support a precautionary approach to environmental challenges; 2. Undertake initiatives to promote greater environmental responsibility; and 3. Encourage the development and diffusion of environment friendly technologies.

d Ethical standard 1. Business should work against corruption all its forms, including extortion and

bribery.

Future plan of Delta Hospital Limited

Delta Hospital Limited has been operating the business at its own registered office situated at 8th storied hospital

building with all facilities. In order to meet the increasing demand of its service, Delta Hospital Limitedwas taken

expansion program in the year 2013. Delta Hospital Limited has already started construction works of expansion

project of 10 storied building with 2 basements. Machineries and hospital furniture for expansion project are yet

to be procured. The Company has planned to complete the project work by 2017. The Company has vision to

provide highest standard of medical treatment at expansion project with affordable price and accordingly the

Company are set forth the best effort to increase its capacity. The proposed project envisages for setting-up of

modern specialized Hospital with a capacity of 100 beds and specialized doctors chambers to provide health-care

services to the people of the country. The hospital will be equipped with modern machinery and equipment of

USA, Japan, Germany, China and India origin to provide, linear accelerator machine, acuity simulator, video

endoscopy, mammography, 4D ultra sonogram, echocardiogram, high frequency X-ray, ICU and many more

modern health-care facilities.

The Company has planned to increase its bed capacity up to 500 beds in future. In this regard,the Company has

received permission for 500 beds from the Government of the Peoples Republic of Bangladesh, Directorate

General of Health Services, Mohakhali, Dhaka.

Besides, The Company invested in the Globex Pharmaceuticals Limited in the aim to procure anti cancer drugs

from that Company in future. Delta Hospital Limited cancer unit shall consume majority portion of anti cancer

drugs of Globex Pharmaceuticals Limited.

Delta Hospital Limited has planned to increase corporate client of different sectors and implement telemedicine

service.

Projected financial statements

Projected financial statements is not applicable as the Company has already been in commercial operation.

(u) Discussion on the results of operations shall inter-alia contain the following:

(1) A summary of the past financial results after adjustments as given in the auditor‟s report containing significant items of income and expenditure; Amount in Taka


1 Revenue 653,300,110 592,242,162 558,798,277 489,741,226 426,818,334

2 Gross profit 255,981,583 241,226,923 238,910,247 200,670,456 171,928,098

3 Net profit before tax 94,829,772 108,409,633 107,008,012 97,614,327 69,939,495

4 Net profit after tax 69,904,158 68,999,833 67,928,523 61,771,524 43,645,244

5 Total assets 2,912,500,651 2,588,834,962 2,346,807,839 2,138,909,896 1,796,801,008


7 No. of shares 33,212,694 33,212,694 33,212,694 33,212,694 31,500,000

8 Face value 10 10 10 10 10

9 NAV per share with revaluation reserve

45.84 44.92 44.02 40.00 39.93

10 NAV per share without revaluation reserve

16.62 15.59 14.58 13.59 11.96

218

11 EPS - Basic (Tk.) 2.10 2.08 2.05 1.88 1.39

12 EPS –Re-stated (Tk.) 2.10 2.08 2.05 1.86 1.31

* Restated due to consideration of deferred tax (2) A summary of major items of income and expenditure; Major items of income

Sl. Particulars 30 June

2019 30 June

2018 30 June

2017 30 June

2016 30 June 2015*

1 Revenue 653,300,110 592,242,162 558,798,277 489,741,226 426,818,334

2 Non operating income

13,192,075 15,571,827 10,791,373 10,769,015 7,280,018

* Restated due to consideration of deferred tax Major items of expenditure


1 Operating expense 397,318,527 351,015,239 319,888,030 289,070,770 254,890,236

2 General and administrative expenses

121,578,393 107,988,895 101,559,089 98,199,742 91,354,546

3 Financial expenses 48,024,004 34,979,741 35,784,118 10,744,686 14,417,101

* Restated due to consideration of deferred tax

(3) The income and sales on account of major products or services;

The Income and sales on account of major service are as follows:

Sl Particulars 30 June 2019

Amount in taka %

1 Medicine & vaccination 184,988,744 28%

2 Pathology 111,175,379 17% 3 Linac therapy 96,692,387 15%

4 Seat rent 76,528,811 12%

5 Radiotherapy 39,197,926 6%

6 Planning 25765680 4%

7 ICU 18,623,358 3%

8 Chemotherapy 17,739,379 3%

9 Professional Fees/Registration 14,731,371 2%

10 X-ray ECG & OPD 12101259 2%

11 Ultra sonogram 11131642 2%

12 Brachy Therapy 5,111,354 1%

13 CT Scan 9,763,911 1%

14 OT, POC, Labour Charges 8296520 1%

15

Others including:

2,152,389 3%

Endoscopy- 1,693,220

Ultrasonogram- 3,185,930

ECHO- 174,600

Laparoscopy 1,506,338

Ambulance Service- 2,896,742

Oxygen- 5,005,644

Cesarean Items- 636,902

Misc. Income- 503,510

Memography 1,586,030

Phisiotherapy Income 3,233,263

PCU- 849,660

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E.N.T. Examination-R 130,200

Skin Examination Fee-R 38,900

Eye-Examination-R 11,450

Sub Total=

Grand Total 653,300,110 100%

(4) In case, other income constitutes more than 10% of the total income, the breakup of the same along with the nature of the income, i.e., recurring or non-recurring;

Other income of the Company does not constitute more than 10% of the total incomes as on 30 June 2019.

(5) If a material part of the income is dependent upon a single customer or a few major customers, disclosure of this fact along with relevant data. Similarly if any foreign customer constitutes a significant portion of the issuer‟s business, disclosure of the fact along with its impact on the business considering exchange rate fluctuations; The income of the Company is not dependent on a single customer or a few major customers or any foreign customer. (6) In case the issuer has followed any unorthodox procedure for recording sales and revenues, its impact shall be analyzed and disclosed. Any unorthodox procedure was not followed by the Company for recording its sales and revenue (v) Comparison of recent financial year with the previous financial years on the major heads of the profit and loss statement, including an analysis of reasons for the changes in significant items of income and expenditure, inter-alia, containing the following:

Amount in BDT

Particulars 30 June 2019 30 June

2018 30 June

2017 30 June

2016 30 June 2015*

30 June 2015

Revenue 653,300,110

592,242,162 558,798,277 489,741,226 426,818,334 426,818,334

Less: Operating /Direct expense

397,318,527

351,015,239 319,888,030 289,070,770 254,890,236 254,285,375

Gross profit

255,981,583

241,226,923 238,910,247 200,670,456 171,928,098 172,532,959

Less: General and Administrative expenses

121,578,393

107,988,895 101,559,089 98,199,742 91,354,546 91,354,546

Operating Income

134,403,190

133,238,028 137,351,158 102,470,714 80,573,552 81,178,413

Add: Non Operating Income

13,192,075

15,571,827 10,791,373 10,769,015 7,280,018 7,280,018

Less: Financial expenses

48,024,004

34,979,741 35,784,118 10,744,686 14,417,101 14,417,101

Profit from operations

99,571,261

113,830,115 112,358,413 102,495,043 73,436,469 74,041,330

220

WPPF and welfare fund

4,741,489

5,420,482 5,350,401 4,880,716 3,496,975 3,525,778

Net profit before tax

94,829,772

108,409,633 107,008,012 97,614,327 69,939,495 70,515,552

Less: Income Tax expense

24,925,614

39,409,800 39,079,489 35,842,803 26,294,250 33,204,024

Current tax

10,184,004

26,693,151 23,250,217 23,748,165 23,563,160 26,648,142

Deffered tax

14,741,610

12,716,649 15,829,272 12,094,638 2,731,090 6,555,882

Net profit after tax for the year

69,904,158

68,999,833 67,928,523 61,771,524 43,645,244 37,311,528

Other comprehensive income

- -

- - - -

Total Comprehensive income

69,904,158

68,999,833 67,928,523 61,771,524 43,645,244 37,311,528

EPS-Basic (Considering par value of Tk. 10)

2.10 2.08 2.05 1.88 1.39 1.18

EPS-restated (Considering existing number of shares)

2.10 2.08 2.05 1.86 1.31 1.12

*Restated due to consideration of deferred tax Reasons for fluctuation:

Revenue: Revenue trend was increasing during thee period FY 2015 to FY 2019 mainly due to the reson of increase of patients, rate of services, launching of new services. Operating expense

Operating expense was also increase during the period of FY 2015 to FY 2019 due to volume of business was increased. As a result revenue was increased. Gross Profit:

It is apparent from the above table that Gross profit was in increasing tred due to the expansion of business volume and at the same time revenue has also keep rising over the period FY 2015 to FY 2019 General and Administrative expenses

In compare with the growth in revenue and other expenses, indirect expenses such as general and administrative expenses has also increased over the period of FY 2015 to FY 2019 in order to achieve the revenue growth. Operating Income

221

Operating income was increased due to rate of increase of general and admin expense is lower in compare with rate of increase of revenue during the period FY 2015 to FY 2019. Non operating Income Non operating income of DHL mainly comprises of investment in FDR which interest rate was subject to change over the period and rental income was increased which resulted in overall increase of non operating income. Financial expense

It is mentionable here that the Company availed loan during the last five years which resulted to increase financial expenses. Profit from operation. Since the Company has control over cost efficiently and focus on revenue maximization which resulted over all increase in profit from operation. During last three year FY 2017 to 2019 profit from operation significantly not increased due to operational expense increased simulataneously. Income tax

Income tax is shown increasing trend year to year with the increasing operating profit. Net profit after Tax

Since the Company has control over cost efficiently and focus on revenue maximization which resulted overall increased in net profit after tax. (1) Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc.

There were no unusual or infrequent events or transactions including unusual trend on account of business activities, unusual items of income, change of accounting policies and discretionary reduction of expenses etc.

(2) Significant economic changes that materially affect or are likely to affect income from continuing operations;

There are no significant economic changes thatmaterially affected or are likely to affect income from continuing operations. (3) Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or income from continuing operations;

There are no known trends or uncertainties that have or had or areexpected to have a material adverse impact on revenues or income of the Company from continuing operations. (4) Future changes in relationship between costs and revenues, in case of events such as future increase in labor or material costs or prices that will cause a material change are known; There are no events such as future increase in labor or material costs or prices that will cause a material changes

are known.

(5) The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new products or services or increased sales prices;

222

There arefewer possibilities to increase the net sales or revenue through increaseof sales volume, introduction of

new products or services or increase of sales prices except implementation of expansion project as described in

„Use of proceeds‟ under the section-xxii which will increase sales or revenue of the Company.

(6) Total turnover of each major industry segment in which the issuer operated;

Sl. Name of the Companies *Turnover (Tk.)

1 Samorita Hospital Limited 370,198,077

*Note: Information have been given based publicly available dataAs per Audited Financial Statements as on 30

June 2018

(7) Status of any publicly announced new products or business segment;

There are no publicly announced new products or business segments of the Company

(8) The extent to which the business is seasonal.

The business of the Company is not dependent on any seasonal aspects.

(w) Defaults or rescheduling of borrowings with financial institutions or banks, conversion of loans into

equity along with reasons thereof, lock out, strikes and reasons for the same etc. during the history of operation of the company;

There is no history of defaults or rescheduling of borrowings with financial institutions or banks, conversion of loans into equity, lock out, strikes etc.

(x) Details regarding the changes in the activities of the issuer during the last five years which may had a material effect on the profits or loss, including discontinuance of lines of business, loss of agencies or markets and similar factors;

There is no change in the activities of Delta Hospital Limited during the last five years which may had a material effect on the profits or loss, including discontinuance of lines of business, loss of agencies or markets and similar factors.

(y) Injunction or restraining order, if any, with possible implications;

There is no injunction or restraining order from any authority. (z) Technology, market, managerial competence and capacity built-up; Technology Delta Hospital Limited use most modern technology in its medical treatment. Some important machineryis as follows: Dual energy linear accelerator

Machine generate high energy X –rays and Electrons from accelerator, Linac are being used in the treatment of Cancer Cobalt60

A radioactive isotope, 60CO, emits high energy gamma radiation for cancer treatments, both palliative and curative, as required by the oncologists.

223

Digital simulator machine Radiation therapy planning, at the disease, is carried out by a simulator. CT scanner & simulator Imagine study using X-rays and a computer assisted tomography scan to show detailed picture of anatomy. HDR – Brachytherapy machine Brachytherapy, short range therapy, to treat cervical interstitial, esophageal and interluminal cancers for men and women, in inaccessible sites, which is unreachable by any external radiation. It is a very high dose therapy involving shortest delivery time.

Machinery in pathology Lab:

1. Floor top frozen section machine 2. Cyto centrifuge Machine 3. Tissue processor 4. Tissue embedding machine 5. Tissue frozzing machine 6. Microtome 7. Hot Air Oven 8. Incubator 9. Immulite-1000 10. Dimension RXL Max 11. Cobas C311 12. Cobas E411 13. Sysmax, cell counter- XT 2000 i 14. Triangular Microscope

Market

The Company provides general medical services especially for all types of patients including cancer treatment. The present health care market is expanding all over the country especially for cancer which is a common disease now a day‟s irrespective of age, race, religion and demographic area. Delta Hospital Limited offers its service to all types of patients throughout the country. Patients from all corner of the Country can easily access to the hospital. As well as the corporate clients sent through courier pathological sample to DHL corporate office and Uttara unit for test. Managerial Competence

All the members of the management of the Company are qualified, and well experienced of which about 10 are well-known physicians and surgeons of the country. In addition to their professional duty and practices, they are associated with the management of various reputed Hospital and Clinics. The other Directors are engineers, industrialists, businessman, professionals of various categories with well experience and reputation in their respective field. Capacity built up

Delta Hospital Limited has been operating the business at its own registered office situated at 6th&8th storied

hospital building with all facilities. In order to meet the increasing demand of its service, Delta Hospital

Limitedwas taken expansion program in the year 2013. Delta Hospital Limitedhas already started construction

works of expansion project of 10 storied building with 2 basements. Machineries and hospital furniture for

expansion project are yet to be procured. The Company has planned to complete the project work by 2017. The

Company has vision to provide highest standard of medical treatment at expansion project with affordable price

224

and accordingly the Company are set forth the best effort to increase itscapacity.The proposed project envisages

for setting-up of modern specialized Hospital with a capacity of 100 beds and specialized doctors chambers to

provide health-care services to the people of the country. The hospital will be equipped with modern machinery

and equipment of USA, Japan, Germany, China and India origin to provide, linear accelerator machine, acuity

simulator, video endoscopy, mammography, 4D ultra sonogram, echocardiogram, high frequency X-ray, ICU and

many more modern health-care facilities.

(aa) Changes in accounting policies in the last three years;

There were no changes in accounting policies of the Company in the last three years except the Company restated the audited financial statements for the year ended 2014 and 2015 due to consider deferred tax. (bb) Significant developments subsequent to the last financial year: A statement by the directors whether in their opinion there have arisen any circumstances since the date of the last financial statements as disclosed in the red-herring prospectus/prospectus/information memorandum and which materially and adversely affect or is likely to affect the trading or profitability of the issuer, or the value of its assets, or its ability to pay its liabilities within the next twelve months; Declaration regarding significant developments subsequent to the last financial year

Dated: 21 October 2019


This is to certify that in our opinion there have not arisen any circumstances since the date of the last financial statements as disclosed in the red-herring prospectus and which materially and adversely affect or is likely to affect the trading or the profitability of the Delta Hospital Limited, or the value of its assets, or its ability to pay its liabilities within the next twelve months.


Chairman




Director

Sd/- Habibur Rahman

Director


Director


Director

Sd/-

Nurul Huda Director

Sd/- Mahmud Hassan

Director

Sd/-

Dr. Chowdhury Habibur Rahman FRCS Independent Director

Sd/-

Md. Obiydur Rahman Director



Sd/-

Mizanur Rahman Sarkar Director

Sd/- Dr. Shamim Jahangir Ahmed


225

(cc) If any quarter of the financial year of the issuer ends after the period ended in the audited financial statements as disclosed in the prospectus or information memorandum, unaudited financial statements for each of the said quarters duly authenticated by the CEO and CFO of the issuer or information memorandum, unaudited financial statements for each of the said quarters duly authenticated by the CEO and CFO of the issuer

The unaudited financial statements of Delta Hospital Limited for the period ended on 31 December 2019 (2nd Quarter) is given below:

228

(dd) Factors that may affect the results of operations.

There are no factors that may affect the results of operations except followings:

1. Changes in govt. policy

2. Technological obsolesces

3. Political unrest

4. Natural calamities

229

CHAPTER – VI MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS:

230

(a) Overview of business and strategies;

Delta Hospital Limited is the pioneer organization for general medical services especially on oncology treatment, diagnosis and treatment in the private sector healthcare in Bangladesh. It has been providing full range of comprehensive medical facilities and treatment with state of the art technology. Vision of the Company To be the leading multidisciplinary integrated general and specialized cancer hospital in the Country with best services and highest social commitment. Mission of the Company

To provide health care services at an affordable cost in general medical field

Diagnosis of cancer and its prevention

The treatment of cancer patients at an affordable cost

To be socially responsible and accountable to each of the constituents with whom we interact namely our clients, employees, fellow citizens, business associates, and our shareholders

Details of service

a. In patient department including

Sl. Department Treatment facility No. of doctors

Specialized doctors Qualified doctors

1 Oncology Consultation

Medical treatment

Chemotherapy

Radiotherapy 2D 3D IMRT Rapid arc

Brachytherapy (HDR)

Surgery

13 32

2 Clinical hematology

Consultation

Medical treatment

Chemotherapy

2 3

3 Medicine Consultation

Medical treatment 4 6

4 Surgery Consultation

Medical treatment

Surgery

2 6

5 Gynecology and obs

Consultation

Medical treatment

Surgery

7 8

6 Pediatrics Consultation


7 ENT &head, neck surgery

Consultation

Medical treatment

Surgery

2 3

231

8 Ophthalmology Consultation

Medical treatment

Surgery

2 3

9 Orthopedics Consultation

Medical treatment

Surgery

2 3

10 Dermatology Consultation


11 Gastro-entrology Consultation


12 Urology Consultation

Medical treatment

Surgery

1 2

13 Pathology FNAC & Guided FNAC

Histopathology

Cytology

Immunohistochemistry

Bio- Chemistry

Micro Biology

Hematology

8 3

14 Radiology and Imaging

USG

CT Scan

Digital X-ray

Mammography

2 1

Total 50 89

b. Out patients department (OPD)

Sl. Department Treatment facility No. of doctor

1 Oncology

Consultation service

1

2 Medicine 1

3 Surgery 1

4 Gynecology and OBS 1

5 Pediatrics 1

6 ENT &head, neck surgery 1

7 Ophthalmology 1

8 Orthopedics 1

9 Dermatology 1

10 Medicine 1

Total 10

c. Support service department

Sl. Department Details Number of Employee

1 Medical physics To execution of radio therapy 8

2 Nursing department To execution of nursing services 125

3 Administration To ensure hospital administration and logistic support

10

4 Accounts&finance Financial management 12

232

5 Secretarial &share department Corporate affairs 2

5 Engineering department Maintenance and service 3

6 IT Management information system 5

7 Medical technologist a. Labs b. Radiographer (X-ray) c. Radiotherapy

Technical support in delivering treatment and services

50

8 Logistic department To ensure logistic support 192

9 Pharmacy To supply medicine 10

10 Store To supply consumable goods 5

Total 422

Details of facilities

a. Diagnostic facilities

Clinical pathology

Hematology

Bio chemistry

Cytology

Immunology

Virology

Serology

FNAC

Histopathology

Tumor marker

Chromosomeanalysis

Hormone

ER

PR

HER-2

X-ray

ECG

Ultra sonogram

Echo cardiogram

Endoscopy

CT-Scan

Mammography

b. Accommodation facilities

VIP cabin

AC cabin

Share AC cabin

Non AC cabin

AC ward

Non AC ward


Palliative Care Unit (PCU) Our specialty

Oncology department of Delta Hospital Limited is recognized as comprehensive cancer treatment center in Bangladesh and pioneer in private sector for last 20 years. Oncology department was started its journey in the year of 1994. Since October 1994 more than 65000 new cancer patients were registered at this center. Nearly more than 5,000 new cancer patient register in the hospital every year. It has multidisciplinary hospital with all facility. The Delta Hospital Limited Oncology department includes:

a. Radiotherapy outpatient clinic b. Day care chemotherapy center (For outdoor patients) c. Oncology wards and cabins (For indoor patients) d. Palliative Care Unit e. Radiotherapy machine

233

The radiotherapy facilities are equipped with following machineries:

a. Tele-therapy machine

Linear accelerator 2 unit (Dual photon beam + multi –energy electrons)

Tele-cobolt602 units b. Brachy-therapy

Manual after loader CS137

HDR with Cobalt 60 source (BEBIG Germany) c. Simulator

Acuity C

CT simulator

The Company focuses on the following major strategies for serving to its patients:

To be the leading multidisciplinary general and specialized cancer hospital in the country with best services and highest social commitment

To provide health care services at an affordable cost in general medical fields

Diagnosis of cancer patients at an affordable cost

To be socially responsible and accountable to each of the constituents with whom we interact namely, our clients, employees, fellow citizens, business associates and our shareholders.

Our values: a guide to our decision making as we move to our future- - Consistently excelling at patient-centered care - Acting with personal integrity with accountability - Respecting one another - Effecting change through teamwork and system thinking - Supporting our diverse community

Our objectives are to conduct transparent business operation based on market mechanism within the legal & social framework with aims to attain the mission reflected by our vision.

(b) SWOT ANALYSIS; Strength

Experienced sponsor Skilled human resources Brand new machinery Concentrated on special treatment Quality service

Affordable cost

Opportunities

Scope of diversification to set up of different types of medical treatment facility

Expansion of business operations

To set up new machine to explore treatment facility

Less competitors

Opportunity for increasing patients flow specially in cancer

Weakness

Shortage of adequate space

Limited bed capacity

234

Threat

Frequently changes of medical technology

Increasethe maintenance cost of machinery

Existing competitors and threats of new entrants

(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue or sales, other income, total income, cost of material, finance cost, depreciation and amortization expense, other expense; changes of inventories, net profit before & after tax, EPS etc.

Particulars 30 June 2019 30 June 2018 30 June 2017 30 June 2016 30 June 2015*

Revenue/sales 653,300,110 592,242,162 558,798,277 489,741,226 426,818,334

Other income 13,192,075 15,571,827 10,791,373 10,769,015 7,280,018

Total income [Ref: revenue plus Other Income]

666,492,185 607,813,989 569,589,650 500,510,241 434,098,352

Cost of material [Ref: Total operating expense less depreciation]

317,528,138 277,475,092 262,833,423 245,188,298 212,004,472

Finance cost 48,024,004 34,979,741 35,784,118 10,744,686 14,417,101

Depreciation and amortization expense

79,790,389 73,540,147 57,054,607 43,882,472 42,885,764

Other expense [Ref: General and Admin Expense plus WPPF]

126,319,882 113,409,377 106,909,490 103,080,458 94,851,521

Changes of inventories 10.31 8.6% 12% 149% 12%

Net profit before tax 94,829,772 108,409,800 107,008,012 97,614,327 69,939,495

Net profit after tax 69,904,158 68,999,833 67,928,523 61,771,524 43,645,244

EPS – Basis (Tk.) 2.10 2.08 2.05 1.88 1.39

EPS – Re-stated (Tk.) 2.10 2.08 2.05 1.86 1.31

*Restated due to consideration of deferred tax Reasons offluctuation

The Company's revenue, other income, total income, cost of material, finance cost, depreciation & amortization, other expenses, net profit before and after Tax and EPS has been changed over the years due to increase of patients, increase of rate of services, launching of new services, changes in interest on bank deposit, changes in administrative expenses etc. 1.Revenue:

Revenue trend was increasing during thee period FY 2015 to FY 2019 mainly due to the reson of increase of patients, rate of services, launching of new services. 2. Other Income

Non operating income of DHL mainly comprises of investment in FDR which interest rate was subject to change over the period and rental income was increased which resulted in overall increase of non operating income.

3. Total income: It is apparent from the above table that Gross profit was in increasing tred due to the expansion of business volume and at the same time revenuwe has also keep rising over the period FY FY 2015 to FY 2019.

235

4. Cost of material Cost of material or operating expense was also increase during the period of FY FY 2015 to FY 2019 due to volume of business was increased. As a result revenue was increased. 5. Finance Cost It is mentionable here that the Company was availed loan during the last five years which resulted to increase financial expenses. 6. Depreciation and amortization expense

Incomapre with the growth in revenue and other expenses, indirect expenses such as depreciation and amortization expenses has also increased over the period of FY 2015 to FY 2019 in order to achieve the revenue growth. 7. Other expenses

From the above table it can be seen that other expenses has incresease over the period from FY 2015 to FY 2019 mainly due to the increase of business operation. 8. Changes in inventory

Inventory position was fluctuated during the period FY 2015 to FY 2019 due to varying volume of business operation

9. Net Profit before tax Since the Company has control over cost efficiently and focused on sustainable revenue maximization which resulted overall increase in net profit before tax. 10. Net profit after Tax

Since the Company has control over cost efficiently and focus on revenue maximization which resulted overall increased in net profit after tax. 11. EPS Since net profit after tax has been increased in line with the growth of revenue as a resultant positive impact on EPS. (d) Known trends, demands, commitments, events or uncertainties that are likely to have an effect on the Company‟s business;

There are no known trends demands, commitments, events or uncertainties that are likely to have an effect on the Company‟s business except the followings:

1. Technological change 2. Change in government policy 3. Political unrest, hartal 4. Flood and natural calamities

236

(e) Trends or expected fluctuations in liquidity;

There are no trends or expected fluctuations in liquidity. (f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition.

VAT

Contingent liabilities of the company in respect of disputed additional VAT and penal VAT demanded by Customs Excise VAT authorities are as follows.



Penal VAT 1,089,747


Total 2,615,392

In the Hon'ble Supreme Court of Bangladesh High Court Division appeal No- 10 of 2006 is pending on the

imposition of additional VAT and penalty thereof on the company by the Customs Excise and VAT Appellate

Tribunal. The decision from the Hon'ble High Court in this regard is pending .The required provision if any,

arises out of the court case will be made in the year of disposal of the case.

237

CHAPTER – VII DIRECTORS AND OFFICERS:

238

Following information in respect of directors and officers of the issuer, namely:- (a) Name, Father‟s name, age, residential address, educational qualification, experience and position of each of the directors of the company and any person nominated/represented to be a director, showing the period for which the nomination has been made and the name of the organization which has nominated him;

Sl.

Name of Director

Father‟s name

Age (years)

Residential Address

Educational qualification

Experience (Years)

Position Period of

Nomination

Name of nominated

organization

1 Mr. Abu Sale Abdul Muiz

Late A.A.A Hafiz

77

Bakali House, Flat-5/B, 5th Floor, House-32, Road-116/122, Gulshan-1, Dhaka 1212

Graduation 22 Chairman N/A N/A


Late Syed Mazed Ali

81

Jahanara Lodge, House No. 23, Apt- A-4, Road -16, Gulshan , Dhka -1212

MBBS (Dhaka), M. Phil (Karachi), DCP (London), FRCpath (London), DPath (London)

52 Director & Managing Director

N/A N/A


Late Mir Nazimuddin Ahmed

75

A/4, Safura green, 761, Sat Masjid Road, Dhanmondi, Dhaka

B. Sc. Engr. in Civil (BUET)

53 Director N/A N/A


Lata Mustafa Mia

77

„Shimana‟, 8 UN Road, 1st Floor, Flat-B/2, Baridhara, Dhaka

Undergraduate 32 Director N/A N/A

5


Late Obaidul Alam Khan

57

Road-5, House-170, Mirpur DOHS, Dhaka-1216

HSC 27 Director N/A N/A

6 Mr. Mohd. Shawkat Ali*

Late Shafiuddin Mollah

67

Road-5, House-170, Mirpur DOHS, Dhaka-1216

HSC 32 Director N/A N/A

7 Mr. Nurul Huda

Late Alhaj Taher Ali

59

House-76, Flat-A/5, Road -5, Block-F, Banani- Dhka1212

M.Com (Management)

22 Director N/A N/A

8 Mr. Mahmud Hassan*

Late Badrul Alam

66 33 Rail road, Jessore Sadar, Jessore

B.Sc Engr. in Electrical (BUET)

20 Director N/A N/A


Late Abdul Mannan Mollah

53

House-21, road 16, Block-C, Section-12, Pallabi Dhaka-1216

B.Com (Hons), M.Com

17 Director N/A N/A

10

Mr. Mizanur Rahman Sarkar

Late Alhaj Mofizuddin Sarker

73

Apartment- 1/A, House 1/G, CEN(G), Road -112, Gulshan Dhaka-1212

MA (History DU) MA(Political Science DU) LLB

32 Director N/A N/A

11 Mr. Kamran Idris Chowdhury

Late Idris Ali

62 House-18, road -62, Gulshan-2, Dhaka-1212

FCA (ICAEW) FCA (ICAB)

27 Independent Director

N/A N/A

239

FCA

12

Dr. Chowdhury Habibar Rahman FRCS

Late Hedayet Al Chowdhury

81

House No # 13, Flat # A- 2, Road no # 128,Gulshan- 1, Dhaka- 1212.

MBBS & FRCS 53 Independent Director

N/A N/A

13

Dr. Shamim Jahangir Ahmed

Late Dr. Sayed Ahmed

81


M.Sc & PhD 52 Independent Director

N/A N/A

(b) The date on which he first became a director and the date on which his current term of office shall

expire;

Sl. Name of Director First date of appointment

as Director Date of expiry of current term

1 Mr. Abu Sale Abdul Muiz 5 July 2004 34st AGM to be held in 2021

2 Dr. Syed Mukarram Ali 1 June 1987 33th AGM to be held in 2020

3 Mr. Mir Amjad Hussain 1 June 1987 34st AGM to be held in 2021

4 Mr. Habibur Rahman 1 June 1987 33th AGM to be held in 2020

5 Mrs. Nazmin Showkat Ali 1 June 1987 34st AGM to be held in 2021

6 Mr. Mohd. Shawkat Ali 1 June 1987 34st AGM to be held in 2021

7 Mr. Nurul Huda 14 February 2004 33th AGM to be held in 2020

8 Mr. Mahmud Hassan 4 June 2016 35nd AGM to be held in 2022

9 Mr. Md. Obiydur Rahman 23 April 2016 35nd AGM to be held in 2022

10 Mr. Mizanur Rahman Sarkar 23 April 2016 35nd AGM to be held in 2022

11 Mr. Kamran Idris Choudhury FCA 16 July 2016 Continue as independent

Director upto 3 years

12 Dr. Shamim Jahangir Ahmed 26 August 2017 Continue as independent



26 August 2017 Continue as independent


(c) If any director has any type of interest in other businesses, names and types of business of such organizations. If any director is also a director of another company or owner or partner of any other concern, the names of such organizations;

Sl. Name of the

director

Involvement in other organization

Name of the organization Types of the organization Position in

the organization


Alpha Credit Rating Limited Public Limited Company Chairman

Globex Pharmaceuticals Ltd. Public Limited Company Director


Delta Medical College Trust A Trust formed & registered under societies registration Act XXI of 1860

Chairman

Globex Pharmaceuticals Ltd. Public Limited Company Chairman

3 Mr. Habibur Rahman Pubali Bank Limited Public Limited Company Director

240

Pubali Bank Securities Ltd. Do Director

Globex Pharmaceuticals Ltd. Do Director



Hurdco International School Private Limited Company Director


Hurdco International School Private Limited Company Director

6 Mr. Md. Nurul Huda



Trustee member



Shalbon Agro Private Ltd. Private Limited Company Managing Director

8 Mr. Mahmud Hassan N/A


Globex Pharmaceuticals Ltd. Public Limited Company

Director



Trustee

Globex Pharmaceuticals Ltd. Public Limited Company Shareholder

Celestial address development & holdings ltd - Chairman

Abheet Sarker Multipurpose Agriculture Farm, Daudkandi, Comilla -

Managing Director


Green Delta Insurance Company Limited Public Limited Company

Director& Vice Chairman


N/A N/A N/A


N/A N/A N/A

(d) Statement of if any of the directors of the issuer are associated with the securities market in any manner. If any director of the Issuer company is also a director of any issuer of other listed securities during last three years then dividend payment history and market performance of that issuer; The following directors of Delta Hospital Limited are associated with the securities market in the following manner:

Sl. Name of Director of


Associated in the following organization of the securities

market

Types of the Company

Position in the Company

1 Mr. Habibur

Rahman

Pubali Bank Securities Limited Brokerage firm Director

2 Mr. Abu Sale Abdul

Muiz

Alpha Credit Rating Limited Credit rating company

Director

241

Market performance of the listed securities where directors of the issuer Company were involved as director during last three years:

Sl. Name of

the Director

Name of the listed Company

where current director

involved as director

Market performance parameter Status

(As on 31 March 2019)

% of dividend

2018

2017

2016 2015

1

Mr. Kamran Idris Choudhury FCA

Green Delta Insurance Company Limited

52 weeks moving range 51.00-74.00

10% Cash 10%

Bonus

20% Cash

20% Cash

25% Cash

Paid up capital as on March 31 2019

Tk. 806.91 mn

EPS for the year ended 2018 Tk. 3.09 per share

NAV per share for the year ended 2018

Tk. 77.86 per share

Market capitalization (Taka in million) As on 31/03/2019

Tk. 4,930.23 mn

1

Mr.

Habibur

Rahman

Pubali Bank Limited

52 weeks moving range 20.10-29.10

Yet to be declared

5% Cash & 5% Stock

5% Cash 8%

Stock

12% Cash

Paid up capital as on March 31 2019

Tk. 9983.44 mn

EPS for the year ended 2017 Tk. 0.06 per share

NAV per share for the year ended 2017

Tk. 25.29 per share

Market capitalization (Taka in million) as on 31 March 2019

Tk. 26755.61 mn

Source: Website of DSE(www.dsebd.org)

(e) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse‟s father, spouse‟s mother, spouse‟s brother, spouse‟s sister) among the directors and top five officers;

Family relationship among the directors

Sl. Name of the Director Position in the Company Relationship with other directors

1 Mrs. Nazmin Showkat Ali Director Wife of Mr. Mohd. Shawkat Ali

2 Mr. Mohd. Shawkat Ali Director Husband of Mrs. Nazmin Showkat Ali

Family relationship among the directors and top five officers

There are no family relationship between the directors and top five officers.

242

(f) A very brief description of other businesses of the directors;

The directors of the issuer have following other business:

Sl. Name of the

director Name of the organization

Types of the organization

Position in the

organization

Incorporation No.

Nature of Business


Globex Pharmaceuticals Ltd.

Public Limited Company

Director Reg. No. C-23223(1633)92

Manufacturing of Drugs and Medicine

Shalbon Agro Private Ltd.

Private Limited Company

Managing Director

N/A Production of Agrobased Product


Delta Medical College Trust

A Trust formed & registered under societies registration Act XXI of 1860

Chairman

Reg.No.C-10948 Medical College Operation



Chairman Reg. No. C-23223(1633)92



Pubali Bank Limited Public Limited Company

Director Reg.No.C-10881 Banking Service

Pubali Bank Securities Ltd.

Do Director

Reg.No.C-85267

Securities market Operation such as trading, margin facilities for buying securities, Depository participant etc both in Dhaka Stock Exchnage and Chittagong Stock Exchnage


Do Director Reg. No. C-23223(1633)92


4




Director Manufacturing of

Drugs and Medicine

Hurdco International School


Director N/A

Educational service


Hurdco International School


Director Educational service

6

Mr. Md. Nurul Huda







Trustee member

Reg.No.C-10948 Medical College Operation

7

Mr. Abu Saleh Abdul Muiz

Alpha Credit Rating Limited


Chairman Reg.No.C-90684 To provide credit

rating service





8 Mr. Mahmud Hassan

N/A

243






10




Trustee

Reg.No.C-10948 Provide trustee service



Shareholder Reg. No. C-23223(1633)92


Celestial address development & holdings ltd -

Chairman Reg.No.C-37862 Developer

Abheet Sarker Multipurpose Agriculture Farm, Daudkandi, Comilla -

Managing Director

N/A Agrobased product production and marketing

11

Mr. Kamran Idris Choudhury FCA

Green Delta Insurance Company Limited


Director & Vice Chairman

Reg.No.C-15098 To provide insurance and reinsurance service


N/A N/A N/A

13

Dr. Chowdhury Habibur Rahman FRCS

N/A N/A N/A

(g)Short bio-data of each director;

Mr. Abu Saleh Abdul Muiz Chairman

Abu Saleh Abdul Muiz brings with him 42 years of experience in the field of insurance and marketing. He has

been serving in different capacity in Green Delta Insurance Company Ltd. like Marketing Director, Additional

Managing Director and currently as Consultant of the Company. Mr. Muiz joined Sadharan Bima Corporation

(SBC) in 1972 and worked in various capacities before retiring as General Manager in 1997. He has completed BA

from Dhaka University. He is also Chairman of Alpha Credit Rating Limited and Director of Globex

Pharmaceuticals Limited.



Dr. Syed Mukarram Ali founder Maanging Director and Immediate past Chairman of Delta Hospital Limited was a professor of Pathology and did his M.B.B.S from University of Dhaka, M.Phil from University of Karachi, DCP from University of London. Completed FRCPath. from Royal College of Pathologists, London and DPath. from Royal College of Physicians & Surgeons, London. He is an honorary fellow of Bangladesh College of Physicians & Surgeons. Dr. Ali had worked in Bangladesh, UK, and Kuwait during his long and illustrious medical career. He is an active member of International Academy of Pathology (Brit. Division) & Association of Clinical Pathology (UK), and a former president of Bangladesh Society of Pathologists. He is life member of Bangladesh Cancer society, Bangladesh Medical Association (BMA) and pathology society of Bangladesh. He is presently the Chairman of Delta Medical College. He is a Sponsor Director & former Chairman of Delta Life Insurance Company Limited. He had been the director of Delta BRAC Housing Limited (DBH) since its inception and former Vice Chairman of Green Delta Insurance Company Limited. He is also the Chairman of board of trustee of Delta Medical College & Chairman of Globex Pharmaceuticals Limited. He was past President of Rotary Club of Dhanmondi, Dhaka, ex EC member of Bangladesh Association of Publicly Listed Company (BAPLC) and The Federation of Bangladesh Chambers of Commerce and Industry (FBCCI).

244

Mr. Mir Amjad Hussain Director

Mr. Mir Amjad Hussian did his B.Sc. Engr. (Civil) from Bangladesh University of Engineering and Technology

(BUET) in 1966. Mr. Hussain is a Fellow of Institute of Engineers Bangladesh and Member of Kuwait Society of

Engineers. Mr. Hussain had worked with the government of Bangladesh, Iraq, and Kuwait during his long and

distinguished Engineering career. He is fellow of Institute of Engineers‟ Bangladesh and ex-member of Kuwait

Society of Engineers. He is a director of Globex Pharmaceuticals Limited and Managing Director of Shalbon Agro

Private Limited.

Mr. Habibur Rahman

Director

Mr. Habibur Rahman is a businessperson by profession. He is a director of Pubali BankLtd. and currently holding the position of Chairman. He is also director of Pubali Bank Securities Limited and Globex Pharmaceuticals Limited. He is a dynamic entrepreneur of the country and had great contribution to formation of Delta Hospital Limited. Mr. Mahmud Hassan Director

Mr. Mahmud Hassan completed his BSc. Engineering (Electrical) from BUET in 1978. He then started his career in WAPDA. Later on, he joined Kuwait Air Force. He was the former Directorof Delta Life Insurance Company Ltd. Mrs. Nazmin Showkat Ali

Director Mrs. Nazmin Showkat Ali comes from respectable Muslim family. She is a sponsor director of Delta Hospital Limited and contributed greatly during the formation of the Company. She is also founder Director of Globex Pharmaceuticals Ltd. and Human Resoures Development Company (Hurdco) Limited. Mr. Mohd. Shawkat Ali

Director Mr. Mohd. Shawkat Ali is a businessperson by profession. He is a dynamic entrepreneur of the country and is a sponsor Director of the Delta Hospital Limited. With his vision he had outstanding contributions to formation of the Company. He is also the founder Director of the Human Resources Development Company (Hurdco) Limited. . Mr. Nurul Huda Director

Mr. Nurul Hudadid his M. Com (Management) from Dhaka University in 1982. He was former Director of Delta

Life Insurance Company Limited, Vice Chairman& Director of Green Delta Insurance Company Limited and

Director of Delta Brac Housing Finance Corporation Ltd. (DBH). He is presently Director of Delta Hospital

Limited and Globex Pharmaceuticals Limited. He is also trustee member of Delta Medical College trust.Mr. Md.

Obiydur Rahman

Director

Mr. Rahman a dynamic businessman. He has been involved in own business organization as proprietor since 1998 in OR International, a garments accessories manufacturer and supplierCompany and also in M/S OR

245

Trading,an importer and retailer of tiles and sanitary products.. Mr. Rahmanis also director of Globex Pharmaceuticals Limited. Mr. Mizanur Rahman Sarkar Director Mr. Mizanur Rahman Sarkar comes from awell educated and respectable Muslimfamily. He has completed M.A. (History), M.A. (Political Science) and L.L.B. from University of Dhaka. Mr. Sarker has been involved in Delta Medical College as Treasurer, Chairman cum Managing Director of Celestial Address Development & Holdings Ltd. and Managing Director of Abheet Sarker Multi-Purpose Agriculture Farm. He is also a Director of Globex Pharmaceuticals Limited. Mr. Kamran Idris ChowdhuryFCA

Independent Director Mr. Kamran Idris Chowdhuryqualified in London as Chartered Accountant in 1981. He is a fellow of the Institute ofChartered Accountants (FCA), England and Wales (ICAEW) and Institute of Chartered Accountants of Bangladesh (ICAB). He worked for Touche Ross and Co (currently Deloitte Touche Tohmatsu) in London prior to returning to Bangladesh in 1988 and joined A. Qasem & Co, Chartered Accountants, the member firm of Ernst and Young in Bangladesh. He was partner in A. Qasem & Co from 1992 up until December 2014 when he retired from the partnership. He led major Audit and MCS assignments with multinational, overseas and joint venture companies, financial institutions and international donor agencies. Major clients includedDFID, USAID, CARE and several foreign missions. He is on the Board of Directors of Green Delta Insurance Company Limited where he is currently holding the position of Vice Chairman. Dr. Chowdhury Habibur Rahman FRCS Independent Director Dr. Chowdhury Habibur Rahman comes from a respectable Muslim Family of Jessore. He passed MBBS from Sir

Salimullah Medical College, Dhaka 1965. He went to UK in 1969 for higher studies in Surgery with scholarship

from East Pakistan. He passed FRCS Royal College of Surgeons, Edinburgh UK in 1972. He worked as Registrar &

Consultant in UK from 1972-1978. He joined Holy Family Red Cross Hospital in 1978 as Consultant Surgeon. He

was promoted as senior Consultant & Head of Department of Surgery Holy Family Hospital In 1982 and worked

till 2003 when he retired. After retirement he is working as general and orthopedic Surgeon in Care Medical

Centre.

Dr. Shamim Jahangir Ahmed Independent Director Dr. Shamim Jahangir Ahmed was born on 12th April 1938 in Kolkata. He passed B.Sc. (hons.) & M.Sc. in

Chemistry from Dhaka University. He obtained Ph.D. degree from Aberdeen University, U.K. in 1968. He has

long professional career and lastly he retired from BCSIR as Director Planning & Development in 1995. After his

retirement from BCSIR he joined the University of Science & Technology, Chittagong as Professor, and

Department of Pharmacy in 1995 and served there till 2005.

246

(h) Loan status of the issuer, its directors and shareholders who hold 10% or more shares in the paid-up capital of the issuer in terms of the CIB Report of Bangladesh Bank;

Neither the Company nor any of its directors or shareholders who hold 10% or more shares in the paid- up capital of the Company is loan defaulter in terms of the CIB report of the Bangladesh Bank. (i) Name with position, educational qualification, age, date of joining in the company, overall experience (in

year), previous employment, salary paid for the financial year of the Chief Executive Officer, Managing

Director, Chief Financial Officer, Company Secretary, Advisers, Consultants and all Departmental Heads. If

the Chairman, any director or any shareholder received any monthly salary than this information should also

be included;

Sl. Name & position in the company

Educational Qualification

Age

(Years)

Date of joining

Overall experience (Years)

Previous employment

Salary paid for the FY 2018-2019

1 Dr. Syed Mukarram Ali Managing Director and Consultant Pathologist

MBBS (Dhaka), M. Phil (Karachi), DCP (London), FRCpath (London), DPath (London)

81 1 June 1987

53 years Delta Hospital Limited

5,900,000

2 Dr. Rezaul Sharif Senior Consultant & Head, Department of Oncology

MBBS (MMC), M. Phil. in Radiotherapy (BSMMU)

50 5 July 1998

22 years Samorita Hospital Ltd.

23,88,000

3 Prof. Dr. Kazi Manzur Kader Sr. Consultant & Head of Oncology Dept.

MBBS, DMRT, MSc, FACP, FRCP (Glasgow), Fellowship- Radiation Oncology

63

1 Jan 2018

31 Years

National Institute of cancer Reaserach & Hospital (NICRH) of Bangladesh

20,29,200

4 Prof. (Dr.) Syed Wahidur Rahman Professor & Head Department of Medicine

MBBS (Dhaka), FCPS (Med) Trained in Neurology (Australia)

66 2 May 2013

40 years

Shaheed Suhrawardy Medical College & Hospital

5,00,524

5

Prof. Dr. Hasan Md. A Rouf Professor & Head, Department of Surgery

MBBS (DMC), FCPS (Surgery

66 01 Nov

2015 42 years

1. Chittagong Medical College & Hospital 2. Dhaka Medical College & Hospital 3. BIHS General Hospital, Dhaka

2,01,417

6 Prof. Dr. Ferdous Ara (Shuchi) Professor & Head Department of. & Gynae

MBBS, FCPS(Obs. & Gynae) Trained in Laparoscopy (Gynae)

43 15 Oct 2018

17 years Kumudini Medical College Hospital

6,81,107

7 Prof. (Dr.) Md. Rafiqul Islam Professor & Head Department of Paediatrics

MBBS, FCPS (Paed)

62 01 Feb 2010

36 years Sir Salimullah Medical College & Mitford Hospital

3,41,961

247

8 Prof. Dr. Md. Abdul Quader Professor & Head Department of Orthopaedic Surgery

MBBS, D.Ortho, M.S(Ortho) 63

8 Feb 2016

39 years National Orthopedics Hospital, Dhaka

4,00,870

9 Prof. Dr. Md. Shafiqul Alam Professor & Head Department of Ophthalmology

FCPS, MS (Eye), DO, MBBS (DMC)

67 25 July

2009 42 years

Medical College for Women and Hospital

1,77,593

10 Prof. Dr. Mohammed Yousuf Professor & Head Dept. of ENT & Head Neck Surgery

MBBS, MCPS, DLO, FCPS (ENT & HNS)

60 01 April

2014 34 years

Comilla Medical College & Hospital

11,68,418

11 Prof. Dr. S.M. Mahbub Alam Professor Department of Urology

MBBS, FCPS (Surgery), MS (Urology) 63

02 May 2016

26 years Dhaka medical College & Hospital

2,34,124

12 Dr. Ayesha Siddiqua Associate Professor & Head Dept. of Dermatology & Venereology

MBBS, DDV, FCPS (Skin) Fellowship Training in skin Surgery & Laser, IOD, Thailand

38 01 March

2014 12 years Lab Aid

3,80,780

13 Prof. Dr. Shaikh Shofiur Rahman Professor & Head Dept. of Radiology & Imaging

MBBS, M.Phil

52 01 Sep 2013

20 years International Medical College

16,26,360

14 Prof. Dr. Md. Refat Hossain Malik Management Professor & Head Dept. of Intensive Care Unit (ICU)

MBBS, DA, FCPS

51 15 Jan 2009

21 years BIRDEM Hospital

18,89,160

15 Dr. N. M. Nazmul Kabir Prodhan Associate Professor & In-Charge Palliative Care Unit (PCU)

MBBS,DA (DU) Fellowship in Palliative Medicine (IPM, India)

44 01 Dec 2011

15 years Dhaka Renal & General Hospital

15,48,960

16 Mr. Md. Bakbul Islam FCMA Chief Financial Officer

FCMA 56 26 Aug

2003 32 years


23,88,000

17

Mr. Al-Mamun Company Secretary

MBA Qualified Chartered Secretary

37 25 Sept

2016 7 years

1. Aman Group 2. S. A Rashid &

Associate 3. Ananda

Group

835,200

18 Dr. A.F.M. Badruzzaman Hospital Director, Administration

MBBS, M.R.S.H (London), FMD (U.S.T.C.)

67 15 Apr

2009 32 years


13,66,230

19 Mr. Md. Ali Ahad General Manager,

MBA (Marketing & HR)

45 3 Oct 2006

18 years 1. Fashion Eye

Hospital

17,33,040

248

Administration MPH (Hospital Management)

2. Rupayan Housing Estate

3. Opsonin Pharmaceuticals Ltd.

4. Delta Hospital Limited

Apart from the above departmental heads, the following persons are authorize for radiation control and use of narcotic of

Delta Hospital Limited. The details are as follows:

Sl Name Designation

1 Mr. Mohsin Mia Authorized Radiation Control Officer of Delta Hospital limited

permitted by Bangladesh Atomic Energy Regulatory Authority

2 Dr. Rifat Hossain Malik Authorized Doctor for use of narcotic in Delta Hospital Limited

permitted by Department of Narocotics Control of Bangladesh 3 Dr. Nazmul Karim Prodhan

4 Professor Dr. Topesh Kumar Paul

Note: There are no IPO advisor and Consultant in the Company

The Company did not pay any salary to Chairman, any director or any shareholder except the followings:

Sl. Name Position in the Company Salary taken last one year

per month basis

1 Dr. Syed Mukarram Ali Director & Managing Director 450,000 per month

(j) Changes in the key management persons during the last three years. Any change otherwise than by way of

retirement in the normal course in the senior key management personnel particularly in charge of production, planning, finance and marketing during the last three years prior to the date of filing the information memorandum. If the turnover of key management personnel is high compared to the industry, reasons should be discussed;

Sl. Name

Position & department in the Company

Remarks

1. Mr. Md. Ziaul Islam Company Secretary

Resigned on 8August 2016 and released from 13 September 2016

2. Mr. Al-Mamun Company Secretary

Appointed on 27 August 2016 and joinedin the Company on 25 September 2016

3 Mr. Md. Ashraful Islam Head of Internal Audit Resigned on 30 June 2016

4

Mr. Md. Abdul Jalil ACMA Head of Internal Audit Appointed on 27 August 2016 and joined in the Company on 25 September 2016

5 Dr. Sadiqur Rahman Malik Head of Physics Resiged on 31 December 2017

6 Prof. Dr. Kazi Manzur Kader

Head of Oncology Dept.

Appointed on 1 January 2018

249

(k) A profile of the sponsors including their names, father‟s names, age, personal addresses, educational qualifications, and experiences in the

business, positions/posts held in the past, directorship held, other ventures of each sponsor and present position;

Sl. Name of the

sponsor Father‟s names A

ge

Personal addresses

Educational qualifications

Experiences in the business

Positions/posts held

in the past

Directorship held

Status of the sponsor in otherventure

Name of the Company

Present Position

1

Mr. Mir Amjad

Hussain

Late Mir

Nazim

Uddin

Ahmed 7

4

Flat # A/4,

Safura Green,

761, Satmasjid

Road,

Dhanmondi-R/A,

Dhaka

B.Sc. Engr. (Civil) from

Bangladesh University of

Engineering and

Technology (BUET) 53 years

Sponsor Director&Chairman

Sponsor Director

1. Globex

Pharmaceuticals

Ltd. Director

2. Shalbon Agro Ltd. Managing

Director

2

Dr. Syed

Mukarram Ali

Late Syed

Majed Ali

80

„Jahanara Lodge‟

House No. 23,

Aptt. No. A-4,

Road No. 116,

Gulshan, Dhaka-

1212

M.B.B.S from University

of Dhaka, M.Phil from

University of Karachi,

DCP from University of

London, completed

FRCPath. from Royal

College of Pathologists,

London and DPath. from

Royal College of

Physicians & Surgeons,

London.

53 years

Chairman

&

Managing

Director

Sponsor Director & Managing Director

1. Globex

Pharmaceuticals

Ltd.

Director & Chairman

2. Delta Medical

College Trust

Chairman

3 Late Mr.

A.Q.M. Nurul

Absar

Late

Maulana

Ali Azam

75

Apartment #

4/A, Building #

33 Road #

12/A,Dhanmondi

,

(R/A) Dhaka.

B.Sc. Engr. (Civil) from

Bangladesh University of

Engineering and

Technology (BUET) 33 years Sponsor

Director Sponsor Director

- -

4

Mr. A.Z.

Mohammed

Hossain

Mr. M.H

Khandker

69

587,Dhanmondi

Residential

AreaRoad No.17

(Old), Dhaka

- 40 Years Sponsor

Director - - -

250

5

Mr. M. Ashraf

Rahim

Mohd.

Arefur

Rahim 79

Rahim Manzil

35, Haji Mohsin

Road , Satkhira

- 34 years Sponsor

Director - - -

6 Mr. Abdus

Salam

Abdul Aziz

Mondol

70

2/17 , Tajmahal

Road

Mohmmadpur ,

Dhaka – 1207

- 32 years Sponsor

Director - - -

7

Mr. Md.

Anwarul

Haque

Alhaj-

Tyedbuddi

n Bhuiyan 81

Brahmandi, P.S.

Narsingdi

U.Z. Naringdi

Sadar

Dist. Narsingdi

- 37 years Sponsor

Director - - -

8

Syed Md.

Abdul Mannan

Late Shah

Safi Syed

Mohamme

d Hussain

67

Vill.&P.O.

Jamirtta U.Z.

Singair , Dist .

Manikganj

- 40 years Sponsor

Director - - -

9

Mr. Faruk

Ahmed

Choudhury

Late

Mohibur

Rahman

Choudhury

La

te

Road No.3,

House No. 6

Kulshi,

Chittagong

HSC from M.C College,

Sylhet 41 years

Sponsor

Director - - -

10

Mr. Md.

Golam

Mostafa

Late Md.

Meraj

Hossain

La

te

“Monjori”, Road

No. 1 Plot No. 2

Pallabi. Mirpur,

Dhaka

B.Sc (Engr.)

27 years Sponsor

Director - - -

11

Mr. Habibur

Rahman

Late Md.

Mostafa

Miah

76

“SHIMAN”8

U.N. Road, 1st

Floor, B-2,

Baridhara, Dhaka - 32 Years

Sponsor

Director

Sponsor

Director

1. Pubali Bank Ltd.

2. Pubali Bank

Securities Ltd.

3. Globex

Pharmaceuticals

Ltd.

Director

12

Al-Haj A.M.

Idris Ali

Late

Karamat

Ali

La

te

- - Sponsor

Director - - -

13

Mr. Mahmud

Hassan

Abu Md.

Badrul Ali 65

House-33, Rail

road, Jessore

Sadar, Jessore

BSc. Engineering

(Electrical) from BUET 20 years

Sponsor

Director Sponsor

Director

-

-

251

14

Mr. Md.

Mahbub

Hossain

Md. Abul

Hossain

60

Court Para (Beside Treasury) Chuadanga

B.Sc (Civil) Engineer 32 years Sponsor

Director - - -

15

Mr. Md.

Mozammel

Huq

Late Md.

Younus

81

House # 11, Road

# 8, Sector

#7,Uttara Model

Town,Uttara,

Dhaka-1230

M.A. from Rajshahi

University in 1969 and

also A.C.C.I from London 40 years Sponsor

Director - - -

16

Dr.

Nasiruddin

Ahmed

Late

Rafiquddin

Ahmed

71

Niloy Apt., Flat # 404, Road#108, House #11,Gulshan # 2.(Behind of Woderlan)Dhaka1212

Ph.D from University of

Manchester, UK in 1976

39 years Sponsor

Director - - -

17

Mr.

Nasiruddin

Ahmed

Choudhury

Late

Gausuddin

Ahmed

Choudhury 77

P.O & Vill ,

Renga –

Daudpur,

P.S Kotwali,

Sylhet

Bachelor‟s degree from

Anando Mohon College,

Mymensingh, and

Master‟s degree in

Islamic History from

Dhaka University

37 years Sponsor

Director - - -

18

Mr. Nazmul

Huda

Choudhury

Dewan

Abdul

Mayeed

Choudhury 68

House # 08, Road

# 3F,

Sector # 9,

Uttara,

Dhaka-1230

M.Sc (Operational

Research) from

University of Aston

Birmingham, UK in 1978 38 years

Sponsor

Director - - -

19

Mr. Md.

Nasirudin

Choudhury

Al-Haj

66

“KALPANEER”A

partment#3A,

House #35,

Road # 10/A,

Dhanmondi R/A,

Dhaka-1205

B.Sc Engr. (Civil) FIE

from Bangladesh

University of Engineering

and Technology (BUET)

in 1973

32 Years Sponsor

Director -

Mercantile Bank

Limited

Former Director

&Sponsor

Premier Leasing &

Finance Ltd.

Sponsor

Director &Vice

Chairman

Global Insurance

Ltd.

Shareholder &

Former

Chairman

Mercantile Bank

Securities Ltd.

Sponsor

Director

252

Bashirullah

Choudhury

Premier Leasing

Securities Ltd.

Securities Broking

& Management

Services Ltd. Chairman

Holiday travels Ltd

Technocon Ltd.

Managing

Director Manar Associates

Ltd.

20

Mrs. Nazmin

Showkat Ali

W/O. Mr.

Mohd.

Shawkat

Ali

56

Road # 02 House

# 168-170

Mirpur D.O.H.S

Dhaka-1216

HSC 27 years Sponsor

Director Sponsor

Director

1. Globex

Pharmaceuticals

Ltd.

2. Human resources

development

company Limited

(Hurdco)

Director

2

21

Mr. Rashid

Ahmed

Late M.N.

Zaman

La

te Zaman Villa ,

Cox‟s Bazar

- 30 years Sponsor

Director - - -

22

Dr. Muhamad

Raushan Ali,

FBIM

Late

Derajuddin

Biswas

80

Plot# 5A, Road #

2D, Block-J,

Baridhara R/A,

Dhaka-1212 (East

of Japanese

School)

PhD from University of

London, UK 42 years

Sponsor

Director - - -

23 Dr. Rashidul

Hyder

Late Serajul

Islam

79

House # 2/A,

Flat # 303

Road # 8,

Baridhara,

Dhaka-1212

MBBS from University of

Dhaka, D.O. from Royal

College of Surgeons &

Physicians, UK & MRC

OPHTH from Royal

College of

Ophthalmology

31 years Sponsor

Director - - -

24 Mr. Sarqum

Ali

Alhaj

Mosoddor

Ali

La

te

39, Bannai , Road

No. 6

Dhaka-1213

- 36 years Sponsor

Director - - -

253

25

Dr. Shafiqul

Huda

Choudhoury

Dewan

Abdul

Mayeed

Choudhury

68

Vill. Dakshin

Bhag, Moulvi

Bazar

MBBS from Dhaka

Medical College in the

year 1967

39 years Sponsor

Director - - -

26

Dr. Shafiullah - 81

45,A,New

Eskaton , Dhaka

Doctorate in Business

Administration (DBA),

Nova Southeastern

University, Ft.

Lauderdale, Florida

42 years Sponsor

Director - - -

27

Mr. Shafat

Ahmed

Chaudhuri

Md.

Modarres

Choudhury La

te

Kumar Para,

Sylhet

- 34 Years Sponsor

Director - - -

28

Mr. Md.

Syedul Islam

Mvi

Hedayet

Ali

La

te

“Mohua

Arcade”Block-F,

House-15, Road-

7, Banani, Dhaka-

1213

- 32 Years Sponsor

Director - - -

29

Mr. Khawja

Shafiqur

Rahman

Late

Khawja

Matiur

Rahman

La

te

Vill.-Jogirkopa

P.O. Dewhata P.S.

Mirzapur

Dist. Tangail

- 31 years Sponsor

Director - - -

30

Mr. Mohd.

Shawkat Ali

Md.

Shafiuddin

Mollah 68

Road # 02 House

# 168-170 Mirpur

D.O.H.S, Dhaka-

1216

HSC 32 years Sponsor

Director Sponsor

Director

Human resources

development

company Limited

(Hurdco)

Director

254

(l) If the present directors are not the sponsors and control of the issuer was acquired within five years

immediately preceding the date of filing prospectus details regarding the acquisition of control, date of acquisition, terms of acquisition, consideration paid for such acquisition etc. All existing director except the sponsors acquired shares within 5 years immediately preceding the date of filing of red-herring prospectus is given below:

Name of Director Details of

acquisition Date of acquisition

Terms of acquisition

Consideration paid for such acquisition

Mr. Nurul Huda Bonus share 5.05.2014

N/A

Bonus share

In cash 17.09.2015 In cash

Mr. Abu Saleh Abdul Muiz

Bonus share 5.05.2014 Bonus share


Mr. Md. Obiydur Rahman



Acquired 17.9.2015 Transfer






(m) If the sponsors or directors do not have experience in the proposed line of business, the fact explaining

how the proposed activities would be carried out or managed; All the Sponsors or Directors have adequate and relevant knowledge to carry out the business of the Company. (n) Interest of the key management persons;

Name Designation Details of interest

Mr. Abu Saleh Abdul Muiz Chairman Meeting attendance fee

All Board memebrs Directors Meeting attendance fee

Dr. Syed Mukarram Ali Director &Managing Director Remuneration & meeting attendance fee

Mr. Md. Bakbul Islam, FCMA Chief Financial Officer Salary

Dr. A.F.M. Badruzzaman Hospital Director Salary

Mr. Md. Ali Ahad General Manager, Administration Salary

Prof . Dr. Kazi Manzur Kader Head of Oncology Dept. Salary

255

(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary;

There were no such interests and facilities in the form of pecuniary and non-pecuniary enjoyed by the Directors except followings:

Amount in Taka Name of Directors Interest and facilities 1 July 2018 to 30 June 2019

Mr. Mir Amjad Hossain Remuneration -

Meeting attended fee 1,80,000

Dividend paid (2018) 1,129,131


Remuneration 59,00,000



Mr. A.Q.M. Nurul Absar Remuneration -

Meeting attended fee -


Mrs. Nazmin Showkat Ali Remuneration -



Mr. Nurul Huda

Remuneration -



Mr. Abu Saleh Abdul Muiz Remuneration -

Meeting attended fee 180,000


Mr. Mohd. Shawkat Ali Remuneration -



Mr. Habibur Rahman Remuneration -



Dr. Chowdhury habibur Rahman Remuneration -


Dividend paid -

Mr. Mahmud Hassan Remuneration -



Mr. Md. Obiydur Rahman Remuneration -



Mr. Mizanur Rahman Sarkar Remuneration -



Mr. Kamran Idris Choudhury FCA Remuneration -


Dividend paid -

Dr. Shamin Jahangir Ahmed Remuneration -


Dividend paid -

*Curently, Mr. A.Q.M . Nurul Absar is not Director.

256

(p) Number of shares held and percentage of share holding (pre issue);

Sl. Name of Directors Position No. of shares % of shareholding

1 Mr. Abu Saleh Abdul Muiz Chairman 1,069,511 3.22%

2 Dr. Syed Mukarram Ali Director & Managing Director 1,305,000 3.93%

3 Mr. Mir Amjad Hussain Director 1,045,492 3.15%

4 Mr. Habibur Rahman Director 1,000,001 3.01%

5 Mrs. Nazmin Showkat Ali Director 1,814,579 5.46%

6 Mr. Mohd. Shawkat Ali Director 1,069,511 3.22%

7 Mr. Nurul Huda Director 1,453,028 4.37%

8 Mr. Mahmud Hassan Director 1,010,000 3.04%

9 Mr. Md. Obiydur Rahman Director 1,829,527 5.51%

10 Mr. Mizanur Rahman Sarkar Director 1,062,665 3.20%

11 Mr. Kamran Idris Choudhury FCA Independent Director Nil Nil

12 Dr. Shamim Jahangir Ahmed Independent Director Nil Nil

13 Dr. Chowdhury Habibur Rahman FRCS Independent Director Nil Nil

Total 12,659,314 38.11%

Note: No employee currently hold any share of the Company

(q) Change in board of directors during last three years;

Sl. Name of the Directors Date of joining Date of retirement

Present status as on 30.06.2019

1 Mr. Abu Saleh Abdul Muiz 5 July 2005 Continuing Chairman


4 June 1987 Continuing


3 Mr. Mir Amjad Hussain 4 June 1987 Continuing Director

4 Mr. Habibur Rahman 4 June 1987 Continuing Director

5 Mrs. Nazmin Showkat Ali 4 June 1987 Continuing Director

6 Mr. Mohd. Shawkat Ali 4 June 1987 Continuing Director

7 Mr. Nurul Huda 14 Feb 2004 Continuing Director

8 Mr. Mahmud Hassan 4 June 1987 Continuing Director

9 Mr. Md. Obiydur Rahman 23 Apr 2016 Continuing Director

10 Mr. Mizanur Rahman Sarkar 23 Apr 2016 Continuing Director

11 Mr. Kamran Idris Choudhury FCA 16 Jul 2016 Continuing Independent Director

12 Dr. Shamim Jahangir Ahmed 26 Aug 2017 Continuing Independent Director

13 Dr. Chowdhury Habibur Rahman FRCS 26 Aug 2017 Continuing Independent Director

14 Mr. A.Q.M Nurul Absar 4 June 1987 7 May 2019 Death

15 Mrs. Rashida Islam 20 May 2005 21 Nov 2017 -

16 Mr. Md. Nasiruddin Choudhury 4 June 1987 17 Sep 2015 -

17 Dr. Muhammad Raushan Ali, FBIM 4 June 1987 17 Sep 2015 -

18 Mr. Fahim Ahmed Faruk Chowdhury 14 Feb 2004 17 Sep 2015 -

19 Mrs. Farida R. Ahmed 30 May 1988 17 Sep 2015 -

20 Mr. Md. Abdur Rahim 14 Feb 2004 17 Sep 2015 -

21 Mr. Gias Uddin Chowdhury 10 Aug 1990 27 Jun 2015 -

22 Mrs. Mahbuba Zaki 18 Feb 1990 17 Sep 2015 -

23 Dr. Nasiruddin Ahmed 4 June 1987 17 Sep 2015 -

24 Dr. Rashid Hyder 4 June 1987 31 Mar 2015 -

25 Mr. Kazi A.T. Manowar Uddin 16 Jul 2016 15 July 2017 -

26 Mr. Md. Nurul Islam 16 Jul 2016 26 Aug 2017 -

(r) Director‟sengagementwithsimilarbusiness.

No Directors isinvolved in similar types of business.

257

CHAPTER- VIII CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

258

(a) The prospectus shall contain a description of any transaction during the last five years, or any proposed transactions certified by the auditors, between the issuer and any of the following persons, giving the name of the persons involved in the transaction, their relationship with the issuer, the nature of their interest in the transaction and the amount of such interest, namely: (i) Any director or sponsor or executive officer of the issuer; (ii) Any person holding 5% or more of the outstanding shares of the issuer; (iii) Any related party or connected person of any of the above persons.

259

(b)Any transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or significantly influenced by a person who is currently a director or in any way connected with a director of either the issuer company or any of its subsidiaries/holding company or associate concerns, or who was a director or connected in any way with a director at any time during the last three years prior to the issuance of the prospectus;


Certain relationships and related transactions

Transaction with related parties

The Company does not have any transaction during the last three years or any proposed transaction between the issuer and any of the following persons as under, except as mentioned in the followings:

SL.

Name of Directors/Officer/Company & Position

Shareholdings (as on 30 June

2019)

Relationship with Issuer

Amount of Transaction in BDT.

Nature of Transaction

1 July 2018 to

30th June 2019

1 July 2017 to 30th June

2018

1 July 2016 to

30th June 2017



3.93% Director &

Subscriber to the Memorandum

Remuneration

5,900,00

0

5,900,000

4,800,00

0

Meeting Attended fee

240,000

250,000

180,000

Dividend paid

1,409,400

1,409,40

0

2 Mr. Mir Amjad

Hossain Chairman

3.15% Director &


Remuneration

-

Meeting Attended fee 180,000

195,000

140,000

Dividend paid

- 1,129,131

1,129,13

1

3 Mrs. Nazmin Showkat

Ali Director

5.46% Director &


Remuneration

-


120,000 130,000 100,000

Dividend paid

- 1,959,745

1,959,74

5

4 Mr. Nurul Huda

Director 4.37%

Shareholder Director

Remuneration

-


165,000

170,000

120,000

Dividend paid

- 1,569,270

1,569,27

0

5 Mr. Abu Saleh Abdul

Muiz 3.22%


Remuneration

260

Director Meeting Attended fee 180,000

150,000

80,000

Dividend paid - 1,155,072

1,155,07

2

6 Mr. A.Q.M Nurul

Absar Director

4.29% Director &


Remuneration

Meeting Attended fee -

140,000

120,000

Dividend paid

1,537,857

1,537,85

7

7 Mr. Mohd. Shawkat

Ali Director 3.22%

Director & Subscriber to the Memorandum

Remuneration


105,000 -

-

Dividend paid

1,155,072

1,155,072


Director 3.01%


Remuneration

-


120,000

80,000

Dividend paid - 1,080,001

1,080,00

1

9 Mrs. Rashida Islam

Director 3.03%


Remuneration

-


50,000

100,000

Dividend paid

- -

1,087,25

3

10 Mr. Md. Obiydur

Rahman Director

5.51%

Remuneration



155,000

110,000

Dividend paid

1,975,889

1,975,88

9

11 Mr. Mizanur Rahman

SarkarDirector 3.02%

ShareholderDirector

Remuneration


140,000

90,000

Dividend paid

1,082,878

1,082,87

8

12 Mr. Mahmud Hassan

Director 3.04%


Remuneration


-

20,000

261

Dividend paid

1,090,800 1,090,80

0

13 Mrs. Mahbuba Zaki 0.51%

Alternate

Director of Mr. Mohd. Shawkat

Ali

Remuneration


110,000

60,000

Dividend paid

129,600 129,600

14 Mrs. Nazmul Laila 0.16%

Alternate

Director of Mr. Mahmud Hassan

Remuneration


110,000

40,000

Dividend paid

55,746 55,746

15 Mr. Kamran Idris Choudhury, FCA

Nil Independent

Director

Remuneration


90,000

50,000

Dividend paid

16 Mr. Kazi A. T.

Manowar Uddin Independent Director

Nil Independent

Director

Remuneration


80,000

Dividend paid

17 Mr. Md. Nurul Islam Independent Director

Nil Independent

Director

Remuneration


20,000

80,000

Dividend paid

18 Dr. Shamim Jahangir

Ahmed Nil


Remuneration

-


135,000

Dividend paid

-

19 Dr. Chowdhury

Habibur Rahman Nil


Remuneration

-


115,000

Dividend paid

Apart from that, the Company neither entered into any transaction nor proposed any transaction nor had any transaction during the last three years with following related parties:

262

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

(b) Any person owning 5% or more of the outstanding shares of the issuer,

(c ) Any related party or connected person of any of the above person

Sd/-

Date: 21 October, 2019

FAMES & R

Place: Dhaka


(c) Any loans either taken or given from or to any director or any person connected with the director, clearly specifying details of such loan in the prospectus, and if any loan has been taken from any such person who did not have any stake in the issuer, its holding company or its associate concerns prior to such loan, rate of interest applicable, date of loan taken, date of maturity of loan, and present outstanding of such loan; No loans ware taken or given from or to any director or any person connected with the director and any such person who did not have any stake in the issuer, its holding Company or its associate concerns except the followings: Loan to Globex

Sl Name of Party Nature of relationship

Amount of Loan

Date of Loan taken

Rate of Interest

Date of Maturity

Current outstanding as on 30 June 2019

Status

1 Globex Pharmaceuticals Limited

Shareholder 5,000,000 8/1/2012

12%

Initially the loan was given for one year basis and subsequently renewed for further one-year basis.

10,000,000 Continuing*

*Note: The management of the Company has taken initiatives to collect the above amount in the upcoming financial year which has been given in note 8.00 of the audited financial statements for the year ended 30 June 2019.

263

CHAPTER – IX EXECUTIVE COMPENSATION:

264

(a)The total amount of remuneration or salary or perquisites paid to the top five salaried officers of the issuer in the last accounting year and the name and designation of each such officer;

(b)Aggregate amount of remuneration paid to all directors and officers as a group during the last accounting year;


30 June 2019

Directors‟ remuneration (only Managing Director) 59,00,000

Salaries & allowances to officers except Managing Director as mentioned above 18,44,08,139

Total 19,03,08,139

(c)If any shareholder director received any monthly salary or perquisite or benefit it must be mentioned along with date of approval in AGM or EGM, terms thereof and payments made during the last accounting year;

Sl. Name of shareholder directors Position Date of AGM Amount (Taka)

1 Dr. Syed Mukarram Ali Managing Director 27 January 2017 5,900,000

We would like to inform you that as per clause 79(d) Dr. Syed Mokarram Ali is taking salary since incorporation of the company. However, As per requirement of section (9) (c) under the head „Executive Compensation„ of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the shareholders in the 30th AGM of the Company held on January 27, 2017 approved Managing Directors remuneration.

In addition to the above, the Board of Directors in its 184th Board meeting held on April 13, 2017, has been allowed a full time car with all facilities for his official and personal use from 1st July 2017 for which all actual expenses is paid by the Company.

Sl. Name of the Employee Position Amount (Taka)

For the year ended 30 June 2019

1 Dr. Syed Mukarram Ali Managing Director 5,900,000

2 Mr. Md. Bakbul Islam FCMA Chief Financial Officer 23,88,000

3 Dr. Parvin Akhter Banu Chief Consultant Oncologist, Department of Oncology 23,88,000

4 Dr. Md. Rezaul Sharif Senior Consultant 23,88,000

5 Prof. Dr. Kazi Manzur Kader .

Sr. Consultant & Head of Oncology Dept 20,29,200

265

(d)The board meeting attendance fees received by the director including the managing director along with date of approval in AGM or EGM; Board meeting attendance fees received by the director including the managing director along with date of approval in AGM or EGM for the year ended 30 June 2019

Sl. Name of Directors Position Amount in Taka

Approval from AGM

1 Mr. Abu Saleh Abdul Muiz Chairman 180,000

2 Mr. Mir Amjad Hussain Director 180,000

Approved in 32nd AGM held

on 2 March 2019

3 Dr. Syed Mukarram Ali Director and Managing

Director 240,000

4 Mr. A.Q.M. Nurul Absar Director -

5 Mr. Md. Habibur Rahman Director 90,000

6 Mrs. Nazmin Showkat Ali Director 120,000

7 Mr. Mohd. Shawkat Ali Director 105,000

8 Mr. Nurul Huda Director 170,000

9 Mr. Mahmud Hassan Director 105,000

10 Mr. Md. Obiydur Rahman Director 165,000

11 Mr. Mizanur Rahman Sarkar Director 165,000

12 Mr. Kamran Idris Chowdhury FCA Independent Director 90,000

13 Dr. Shamim Jahangir Ahmed Independent Director 165,000

14 Dr. Chowdhury Habibur Rahman Independent Director 135,000

*Note: Currently, Mr. A.Q.M. Nurul Absar is not part of the Board.

(e)Any contract with any director or officer providing for the payment of future compensation;

There is no contract with any director or officer for future compensation. (f)If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current year, appropriate information regarding thereto; The Company reviews remuneration of its officers (excluding Managing Director) on October every year as per Company‟s employment policy. In the current financial year 2018-19, the Company has intention to increase the remuneration (except Managing Director) which is a normal official procedure as per employee service rule. However, the remuneration of the Managing Director shall be revised as per discretion of the Board of Directors of the Company. (g)Any other benefit or facility provided to the above persons during the last accounting year. Apart from the aforementioned information, the Company provides transport facility, discounted medical facilities and group insurance as per Company policy.

266

CHAPTER – X OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES:

267

(1)The following information in respect of any option held by each director, the salaried officers, and all other officers as a group, namely: - (i)The date on which the option was granted; (ii)The exercise price of the option; (iii)The number of shares or stock covered by the option; (iv)The market price of the shares or stock on the date the option was granted; (v)The expiration date of the option; (vi)Consideration against the option. Delta Hospital Limiteddid not grant any options to its directors, salaried officers and all other employees as a group and any person other than directors and officers of the Company for the purpose of issuing shares. (2)If such options are held by any person other than the directors, and the officers of the issuer company, the

following information shall be given in the prospectus, namely:-

(i)The total number of shares or stock covered by all such outstanding options;

(ii)The range of exercise prices;

(iii)The range of expiration dates;

(iv)Justification and consideration of granting such option.

N/A

268

CHAPTER – XI TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE

MEMORANDUM:

269

(a)The names of the directors and subscribers to the memorandum, the nature and amount of anything of

value received or to be received by the issuer from the above persons, or by the said persons, directly or

indirectly, from the issuer during the last five years along with the description of assets, services or other

consideration received or to be received;

Name of the directors &

subscribers to the memorandum

Status Nature of value

received

Amount in Taka

FY 2018-FY

2019

FY 2017-FY

2018

FY 2016-FY

2017 FY 2015-FY 2016

FY 2014- FY 2015

Mr. Abu Saleh Abdul

Muiz

Chairman

Remuneration - - - -

Dividend paid on ordinary share

1,155,072

1,155,072 1,155,072 995,604

Stock Dividend - - - -

Meeting attendance fee 180,000 150,000 80,000 120,000 77,500


Director &

Managing

Director

Remuneration 5,900,000 5,900,000 48,00,000 42,00,000 42,00,000


1,409,400 1,409,400 1,409,400 1,268,645

Meeting attendance fee

240,000

250,000 180,000 200,000 1,45,000

Mr. Mir Amjad

Hossain

Director



1,129,131 1,129,131 1,129,131 1,268,645


Meeting attendance fee 180,000 195,000 140,000

160,000 120,000

Mrs. Nazmin

Showkat Ali

Director

Remuneration - - -


1,959,745 1,959,745 1,959,745 1,689,188



Mr. Nurul Huda

Director



1,569,270 1,569,270 1,569,270 1,398,233



Late Mr. A.Q.M.

Nurul Absar

Director



1,537,857 1,537,857 1,537,857 1,325,543


Meeting attendance fee - 140,000 120,000 160,000 120,000

Mr. Mohd. Shawkat

Ali

Director



11,55,072 11,55,072 11,55,072

995,604


Meeting attendance fee 105,000 - - 80,000 42,500

270

Mr. Habibur Rahman Director



1,080,001 1,080,001 1,080,001 -


Meeting attendance fee 90,000 120,000 80,000 30,000

Mrs. Rashida Islam*

Director



- - 1,087,253 1,087,253

940,104


Meeting attendance fee - 50,000 100,000 100,000 52,500

Mr. Mahmud Hassan

Director &

Subscriber to

the

memorandu

m

Remuneration - - -


1,090,800 1,090,800 1,090,800 678,328


Meeting attendance fee 105,000 - 20,000

37,500 15,000

Mr. Md. Obiydur

Rahman Director



1,975,889 1,975,889 1,975,889 16,23,600


Meeting attendance fee 165,000 155,000 110,000 50,000 -

Mr. Mizanur Rahman

Sarkar Director



1,082,878 1,082,878 1,082,878 952,001


Meeting attendance fee 165,000 140,000 90,000 30,000 -

Mr. Md. Nasiruddin

Choudhury

EX-Director

& Subscriber

to the

Memorandu

m


772,257 772,257 772,257 665,640


Meeting attendance fee - - 30,000 110,000

Dr. Muhammad

Raushan Ali

EX-Director

& Subscriber

to the

Memorandu

m


582,956 582,956 585,116 502,474


Meeting attendance fee - -

80,000 102,500

Mr. Nazmul Huda

Choudhury

EX-Director

& Subscriber

to the

Memorandu

m


235,176 235,176 235,176 202,709


Meeting attendance fee - 10,000

90,000 77,500

Mr. Mozammel Huq

EX-Director

& Subscriber

to the

Memorandu

m


202,231 202,231 202,231 174,311



50,000 45,000

Mrs. Mahbuba Zaki

Alternative

Director of

Mr. Mohd.

Shawkat Ali


129,600 129,600 183,600 232,736


Meeting attendance fee 110,000 60,000 70,000 77,500

Mrs. Nazmun Laila Alternate Dividend paid on

ordinary share 183,600 183,600

183,600

271

Director of

Mr.

Mahmud

Hasan


Meeting attendance fee 110,000 40,000

70,000

Dr. Nasiruddin

Ahmed

EX-Director

& Subscriber

to the

Memorandu

m


346,764 346,764 346,764 298,890



40,000 45,000

Dr. Shafiqul Huda

Chowdhury

EX-Director

& Subscriber

to the

Memorandu

m


171,739 171,739 171,739 148,028


Meeting attendance fee - - 30,000 52,500

Mr. Kamran Idris

Chowdhury FCA

Independent

Director



- - - -


Meeting attendance fee 90,000 90,000 50,000 - -

Mr. Kazi A.T.

Manowar Uddin*

EX-

Independent

Director



- - - -


Meeting attendance fee - 80,000 - -

Mr. Md. Nurul Islam*

EX-

Independent

Director



- - - -


Meeting attendance fee - 20,000 80,000 - -

Dr. Shamim Jahangir

Ahmed

Independent

Diretor

Remuneration


Stock Dividend

Meeting attendance fee 165,000 135,000

Dr. Chowdhury

Habibur Rahman

Independent

Director



- - - -


Meeting attendance fee 135,000 115,000 - - -

*Note: Currently, Mrs. Rashida Islam, Mr. Kazi A.T. Monowar Uddin, Mr. A.Q.M. Nurul Absar and Mr. Md. Nurul Islam

are not part of the Board.

272

Value received by the Company from the directors and subscribers to the memorandum

Name of director Status Date of

allotment of shares

Consideration

No. of shares hold

Face value

Amount received in Taka

Mr. Abu Sale Abdul Muiz

Chairman

24.05.2007

Cash

10,000 100 1,000,000

19.12.2011 225,220 10 225,220

01.03.2012 552,552 10 5,525,520

17.09.2015 63,850 10 638,500

Dr. Syed Mukarram Ali Director & Managing Director

4.07.1987

Cash

750 100 75,000

01.06.1990 3,300 100 330,000

24.05.2007 12,500 100 1,250,000

19.12.2011 2,63,500 10 2,635,000

01.03.2012 746,337 10 7,463,370

17.09.2015 23,541 10 235,410

Mr. Mir Amjad Hussain

Director

4.07.1987

Cash

750 100 75,000

01.06.1990 4,250 100 425,000

24.05.2007 12,595 100 1,259,500

19.12.2011 215,460 10 2,154,600

01.03.2012 645,047 10 6,450,470

17.09.2015 13,050 10 130,500


Director

4.07.1987

Cash

750 100 75000

01.06.1990 14,250 100 1,425,000

24.05.2007 25,000 100 2,500,000

19.12.2011 600,580 10 6,005,800

01.03.2012 1,513,745 10 15,137,450

17.09.2015 108,329 10 1,083,290

Mr. Nurul Huda

Director

24.05.2007

Cash

18,000 100 1,800,000

19.12.2011 330,320 10 3,303,200

01.03.2012 907,819 10 9,078,190

17.09.2015 40,671 10 406,710

Mr. A.Q.M. Nurul Absar

Director

4.07.1987

Cash

750 100 75,000

01.06.1990 4,300 100 430,000

24.05.2007 20,500 100 2,050,000

19.12.2011 300,290 10 3,002,900

01.03.2012 734,884 10 7,348,840

17.9.2015 85,009 10 850,090

Mr. Mohd. Shawkat Ali

Director

04.07.1987

Cash

750 100 75,000

01.06.1990 14,250 100 1,425,000

24.05.2007 15000 100 1,500,000

19.12.2011 225,220 10 2,252,200

01.03.2012 552,552 10 5,525,520

17.09.2015 63,850 10 638,500

Mr. Habibur Rahman

Director

4.07.1987

Cash

500 100 50,000

01.06.1990 9,500 100 950,000

24.05.2007 15,000 100 1,500,000

01.03.2012 410,515 10 4,105,150

273

Mr. Mahmud Hassan Director

4.07.1987

Cash

750 100 75000

1.6.1990 4,250 100 425,000

24.5.2007 10,000 100 1,000,000

15.12.2011 30,000 10 300,000

19.12.2011 225,220 10 2,252,200

1.3.2012 247,332 10 2,473,320

17.9.2015 69,350 10 693,500

23.4.2016 255,470 10 2,554,700

Mr. Md. Obiydur Rahman Director 17.9.2015 Cash 189,527 10 1,895,270

Mr. Mizanur Rahman Sarkar Director 17.9.2015 Cash 41,048 10 410,480

Mr. M. Ashraf Rahim Sponsor

1.6.1987

Cash

750 100 75,000

1.6.1990 4,250 100 425,000

19.12.2011 30,000 10 300,000

1.3.2012 12,547 10 125,470

Mr. Syed Md. Abdul Mannan Sponsor

1.6.1987

Cash

750 100 75,000

1.6.1990 6,750 100 675,000

19.12.2011 112,600 10 1,126,000

1.3.2012 347,814 10 3,478,140

22.3.2012 50,000 10 500,000

Mr. Md. Mahbub Hossain Sponsor

1.6.1987

Cash

750 100 75,000

1.6.1990 3,050 100 305,000

19.12.2011 20,000 10 200,000

1.3.2012 73,545 10 735,450

Mr. Md. Mozammel Huq Sponsor

1.6.1987

Cash

500 100 50,000

1.6.1990 4,550 100 455,000

19.12.2011 50,500 10 505,000

1.3.2012 149,975 10 1,499,750

17.9.2015 11,179 10 111,790

Dr. Nasir Uddin Ahmed Sponsor

1.6.1987

Cash

750 100 75,000

1.6.1990 4,250 100 425,000

24.5.2007 5,000 100 500,000

1.3.2012 167,532 10 1,675,320

17.9.2015 19,169 10 191,690

Mr. Nazmul Huda Choudhury Sponsor

1.6.1987

Cash

750 100 75,000

1.6.1990 4,250 100 425,000

24.5.2007 5,000 100 500,000

19.12.2011 12,540 10 125,400

1.3.2012 127,466 10 1,274,660

17.9.2015 13,000 10 130,000

Mr. Md. Nasiruddin Choudhury Sponsor

1.6.1987

Cash

750 100 75,000

1.6.1990 9,250 100 925,000

19.12.2011 150,140 10 1,501,400

1.3.2012 370,207 10 3,702,070

17.9.2015 42,689 10 426,890

Dr. Muhammad Raushan Ali Sponsor

1.6.1987

Cash

500 100 50,000

1.6.1990 5,000 100 500,000

24.5.2007 10,500 100 1,050,000

19.12.2011 152,620 10 1,526,200

1.3.2012 428,760 10 4,287,600

17.9.2015 34,225 10 342,250

Dr. Rashidul Hyder Sponsor 1.6.1987 Cash 500 100

50,000

274

1.6.1990 4,500 100 450,000

19.12.2011 50,000 10 500,000

1.3.2011 154,033 10 1,540,330

Dr. Shafiqul Huda Choudhury Sponsor

1.6.1987

Cash

750 100 75,000

1.6.1990 4,300 100 430,000

1.3.2012 81,804 10 818,040

17.9.2015 9,494 10 94,940

Dr. Mohd. Shafiullah Sponsor

1.6.1987

Cash

750 100 75,000

1.6.1990 3,300 100 330,000

24.5.2007 4,000 100 400,000

19.12.2011 80,500 10 805,000

1.3.2012 201,789 10 2,017,890

17.9.2015 25,259 10 252,590

Mr. A. Z. Mohammad Hossain Sponsor 1.6.1987

Cash 500 100 50,000

1.6.1990 9,500 100 950,000

Mr. Abdus Salam Sponsor 1.6.1987 Cash 750 100 75,000

Mr. Md. Anwarul Haque Sponsor 1.6.1987

Cash 750 100 75,000

1.6.1990 9,250 100 925,000

Mr. Faruk Ahmed Chowdhury Sponsor 1.6.1987

Cash 500 100 50,000

1.6.1990 9,500 100 950,000

Mr. Md. Golam Mostafa Sponsor

1.6.1987

Cash

750 100 75,000

1.6.1990 4,300 100 430,000

24.5.2007 7,050 100 705,000

1.3.2012 20,242 10 202,420

Al-haj A.M. Idris Ali Sponsor 1.6.1987

Cash 500 100 50,000

1.6.1990 9,500 100 950,000

Mr. Nasir Uddin Ahmed Chowdhury Sponsor 1.6.1987 Cash 500 100 50,000

Mr. Rashid Ahmed Sponsor 1.6.1987 Cash 750 100 75,000

Mr. Sarqum Ali Sponsor 1.6.1987 Cash 500 100 50,000

Mr. Safat Ahmed Chowdhury Sponsor 1.6.1987

Cash 750 100 75,000

1.6.1990 4,300 100 430,000

Mr. Mohd. Syedul Islam Sponsor

1.6.1987

Cash

750 100 75,000

1.6.1990 4,500 100 450,000

24.5.2007 9,950 100 995,000

19.12.2011 150,140 10 1,501,400

1.3.2012 451,743 10 4,517,430

Mr. Khawja Shafiqur Rahman Sponsor

1.6.1987

Cash

500 100 50,000

1.6.1990 1,750 100 175,000

Mr. Kamran Idris Chowdhury FCA Independent

Director

15.12.2011

Cash

5,834 10 58,340

19.12.2011 35,004 10 35,040

1.3.2012 4,880 10 48,800

5.5.2014 3,744 10 37,440

Dr. Chowdhury Habibar Rahman FRCS Independent Director

Nil

Dr. Shamim Jahangir Ahmed Independent Director

Nil

(b)If any assets were acquired or to be acquired from the aforesaid persons, the amount paid for such assets and the method used to determine the price shall be mentioned in the prospectus, and if the assets were acquired by the said persons within five years prior to transfer those to the issuer, the acquisition cost thereof paid by them.

No assets were acquired by the Company from its director or subscribers to the memorandum.

275

CHAPTER –XII OWNERSHIP OF THE COMPANY‟S SECURITIES:

276

(a) The names, addresses, BO ID Number of all shareholders of the company before IPO, indicating the amount of securities owned and the

percentage of the securities represented by such ownership, in tabular form;

Sl Name of Shareholders Address No. of share

holding

% of sharehol

ding (pre

issue)

% of shareholding (post issue)

BO ID Status

1 Dr. Syed Mukarram Ali „Jahanara Lodge‟ House No. 23, Apt. No. A-4, Road No. 116, Gulshan, Dhaka-1212

1,305,000 3.93% [•] 1201640000568033

Sponsor Director

2 Mr. A.Q.M. Nurul Absar Apartment # 4/A, Building # 33 Road # 12/A, Dhanmondi R/A Dhaka-1205

1,423,942 4.29% [•] 1201910003967352

Sponsor Director

3 Mr. M. Ashraf Rahim Supreme Computerized Labels Ltd. 160 Kunipara, Tejgaon I/A, Dhaka-1208 Bangladesh

107,674 0.32% [•] 1604420061956121

Sponsor Shareholder

4 Mr. S.M.A. Mannan “YEASMIN” House # 227, Block#B Bashundhara R/A. Baridhara, Dhaka-1212

414 0.00% [•] 1601880004109278

Sponsor Shareholder

5 Mr. Mir Amjad Hussain Flat # A/4, Safura Green 761, Satmasjid Road, Dhanmondi, Dhaka

1,045,492 3.15% [•] 1202200015915659 Sponsor

Director

6 Mr. Habibur Rahman “SHIMANA”, 8 U.N. Road, 1st Floor, B-2, Baridhara, Dhaka

1,000,001 3.01% [•] 1203440041635219 Sponsor

Director

7 Mr. Mahmud Hassan 125 Martin groves Road Etobicok (Toronto), Ontario M9B 4K7 Canada

1,010,000 3.04% [•] 1203350057732906

Sponsor Director

8 Mr. Mahbub Hossain 1213 Nancy Lane San Ramon, CA 94582U.S.A. 146,102 0.44% [•] 1204220040765105

Sponsor Shareholder

9 Mr. Mozammel Huq House # 6, Road # 9, Sector # 7 Uttara Model Town Uttara, Dhaka-1230

187,251 0.56% [•] 1203624444584642 Sponsor

Shareholder

10 Dr. Nasir Uddin Ahmed Niloy Apt., Flat # 404, Road #108, House # 11, Gulshan # 2. (Behind of Wonderland) Dhaka-1212

321,078 0.97% [•] 1203010006683171 Sponsor

Shareholder


House # 08, Road # 3F, Sector # 9, Uttara, Dhaka-1230

217,756 0.66% [•] 1201600062008263 Sponsor

Shareholder

12 Mr. Md. Nasir Uddin Chowdhury

“KALPANEER” Apartment#3A, House #35, Road # 10/A, Dhanmondi R/A, Dhaka-1205

715,053 2.15% [•] 160217000520830

Sponsor Shareholder

13 Mrs. Nazmin Showkat Ali Road No-5, House No- 170, Mirpure D.O.H.S, Dhaka-1216

1,814,579 5.46% [•] 1205660061733729

Sponsor Director

14 Dr. Muhammad Raushan Ali

Plot# 5A, Road # 2D, Block-J, Baridhara R/A Dhaka-1212 (East of Japanese School)

538,774 1.62% [•] 1202810061500817

Sponsor Shareholder

15 Dr. Rashid Hyder House # 2/A, Flat # 303, Road # 8, Baridhara, Dhaka-1212

27,235 0.08% [•] 1201820015329636

Sponsor Shareholder

16 Dr. Shafiqul Huda Chauhdury

House # 3, Road # 3, Sector # 3, Uttara Model Town, Uttara, Dhaka

159,018 0.48% [•] 1604420061956121 Sponsor

Shareholder

277

17 Dr. Mohd. Shafiullah 1600 South West,100 Terrace, Fort Lauderdale,FI-33324, USA

423,093 1.27% [•] 1203620065422715 Sponsor

Shareholder

18 Dr. Mohammed Shahjahan P.O Box: 24129 Safat, 13102 Kuwait 257,534 0.78% [•] 1203980001287374 Shareholder

19 Mr. Mohd. Shawkat Ali Road No-5, House No- 170, Mirpure D.O.H.S Dhaka

1,069,511 3.22% [•] 1205660061733621 Sponsor

Director

20 Mr. Hafiz Uddin Ahmed 16 Hoake Road, Markham Ontario, L 3S 3Z5 Canada

18,424 0.06% [•] 1604420062552774 Shareholder

21 Mrs. Shahina Jesmin 16 Hoake Road Markham Ontario, L 3S 3Z5 Canada

18,424 0.06% [•] 1604420062552741 Shareholder

22 Mr. Md. Abdul Hye Vill: Kashipara P.O.Tajpur, Osmani Nagar, Dist: Sylhet

43,070 0.13% [•] 1204310044347541 Shareholder

23 Mr. Mujibur Rahman 12, New Baily Road Dhaka-1000 26,609 0.08% [•] 1201900000022146 Shareholder

24 Mr. Faisal Akbar 105/A Free School Street Kathal Bagan, Dhaka 34,594 0.10% [•] 1604420062624360 Shareholder

25 Mr. Kazi Nasrul Haque Drug Control Administration P.O.Box-4575, Safat-13046 Kuwait

59,244 0.18% [•] 1604420061956121 Shareholder

26 Mr. Md. Abdur Rob Block-L, Road-12,House-21, 2nd Floor, Dakshin Banasree, Dhaka-1219

26,957 0.08% [•] 1201770011553997 Shareholder

27 Mr. Zakir Hossain Howladar

Vill. & P.O. Shehangal Thana: Nesarabad (Shorupkathi),Dist. Pirozpur

14,572 0.04% [•] 1202870062010031 Shareholder

28 Mr. S.M.Azim Uddin 50/A, College Road Chawk Bazar, Chittagong 5,741 0.02% [•] 1604420061956121 Shareholder

29 Mr. Md. Muyeenuddin Siddiqi

House No # 281/B, Road No # 19/C New D.O.H.S, Mohakhali Dhaka-1206

73,630 0.22% [•] 1203680059450037 Shareholder

30 Mrs. Ayesha Jaigirder 630 Brianna Way Corona, CA-92879, USA 28,713 0.09% [•] 1604420061956121 Shareholder

31 Mr. Salim Raja 28, Uddipan, Mira Bazar, Sylhet 73,696 0.22% [•] 1203620062083384 Shareholder

32 Mr. Md. Zahurul Alam Lal mia shapara Vill.& P.O. Urkir Char P.S. Raozan, Dist. Chittagong

141,110 0.42% [•] 1201960061493100 Shareholder

33 Mr. Mohd.Moazzam Hossain Choudhury

45, Kumar Par, Block –B, Sylhet 28,713 0.09% [•] 1203680049838554 Shareholder

34 Mr. Abul Barakat Choudhury

House-4/1, Block-A, Malua R/A, Islampur, Sylhet

105,117 0.32% [•] 1202150016740786 Shareholder

35 Mrs. Kamrun Nahar Chowdhury


125,784 0.38% [•] 1201600062008271 Shareholder

36 Mr. Nurul Azim Hoque Mansion Hill view Housing Society 31/A Road No: 2, Bayezed Dist. Chittagong

69,189 0.21% [•] 1204090062038257 Shareholder

37 Mrs. Monowara Ali „Jahanara Lodge‟, House No. 23, Apt. No. A-4, Road No. 116, Gulshan, Dhaka-1212

324,183 0.98% [•] 1201640000568017 Shareholder

278

38 Mr. Md. Abul Hassan Choudhury

45/E, Ever Green, Jharjeri Para (4th floor) Sylhet

26,320 0.08% [•] 1604420061956121 Shareholder

39 Mr. Mujibur Rahman 1133 Glenmore Ave, Brooklyn. N.Y. 11208, U.S.A.

26,320 0.08% [•] 1605540063389408 Shareholder

40 Mr. Firoz Kabir 76 Willowmount Dr, Scarborough, ON M1L 1Y3, Canada

105,117 0.32% [•] 1604420061956121 Shareholder

41 Mr. Md. Lutfur Rahman Vill. Sikamohal P.O. Barlekha, P.S: Barlekha, Dist. Moulovi Bazar

14,357 0.04% [•] 1203550062474624 Shareholder

42 Mr. Newaz Uddin Ahmed 10 Gaysham Avenue, Grants hill, Essex, IG2 6th, UK

10,688 0.03% [•] 1604420061956121 Shareholder

43 Mrs. Selina Rahim Supreme Computerized Labels Ltd. 160 Kunipara, Tejgaon-I/A, Dhaka-1208

7,178 0.02% [•] 1604420061956121 Shareholder

44 Ms. Ranya Rahim Supreme Computerized Labels Ltd. 160 Kunipara, Tejgaon I/A, Dhaka-1208

7,178 0.02% [•] 1604420061956121 Shareholder

45 Mr. Md. Ismail Jobbar Ali Bepari Bari, Vill. Modhupur, P.O.Gopalpur, Dist. Noakhali.

7,178 0.02% [•] 1201640062057166 Shareholder

46 Mr. Wahid Ahmed Choudhury


25,501 0.08% [•] 1201600015818110 Shareholder

47 Mr. Touhid Ahmed Choudhury


25,501 0.08% [•] 1201600062008362 Shareholder

48 Mrs. Harun Un Nessa 314 Momin Road Dost Mohammad Building (3rd floor) Chittagong-4000

7,178 0.02% [•] 1604420061956121 Shareholder

49 Mrs. Mazida Begum Vill :Nijdhaka Dakhin, Post- Kaylas, Dist: Sylhet

7,178 0.02% [•] 1203550062099180 Shareholder

50 Mr. Md. Fayzul Islam Dak Bangla Road, Baralekha, Dist. Moulovi Bazar.

28,713 0.09% [•] 1203550061701800 Shareholder

51 Mr. Md. Abul Kalam Chowdhury

Vill & P.O. Fulbari, Dist. Sylhet. 53,913 0.16% [•] 1604420061956121 Shareholder

52 Mrs. Zubera Amin Lasker Vill & P.O. Fulbari Niribili House. PS: Golapgonj Dist. Sylhet.

26,957 0.08% [•] 1604420061956121 Shareholder

53 Mr. Mohd. Joynal Abedin Kuwait Tower, Diger Chala, P.O. Chandina Cowrasta, Dist. Gazipur.

26,800 0.08% [•] 1203680037760626 Shareholder

54 Mr. Zahirul Islam Majumder

Flat # D/2, 4th Floor , Laila Tahmid Complex, 11 Central Road, Dhanmondi, Dhaka-1205

73,582 0.22% [•] 1201720007876000 Shareholder

55 Mrs. Ayesha Begum House-575 (1st Floor) Lane-8, West Nakhal Para, Dhaka.

10,500 0.03% [•] 1202240000682382 Shareholder

56 Dr. Moavinul Islam House No-131,Road No. 9/A, Dhanmondi R/A.Dhaka

26,320 0.08% [•] 1604420061956121 Shareholder

57 Mr. Zahurul Hoque 3175 Pearwood Place, Mississauga, Ontario L5b 4h1 Canada.

34,594 0.10% [•] 1604420061956121 Shareholder

58 Mr. M.S. Zaman Salek Drug & food Control Lab, Ministry of health P.O.Box-4575, Safat-13046 Safat, Kuwait

105,117 0.32% [•] 1201810006900387 Shareholder

279

59 Mr. Abdul Momen Mintu 2626 Kachina Trail Dacula, GA-30019, U.S.A. 34,594 0.10% [•] 1202580067318351 Shareholder

60 Mr. Bidyut Kanti Datta 6, Eastern Vella Segun Bagicha , Romna, Dhaka

33,500 0.10% [•] 1201730000821405 Shareholder

61 Mr. Nurul Anwar Bhuiyan 254/5 Ibrahimpur School Road, (Infront of primary school gate) Kafrul , Dhaka

28,669 0.09% [•] 1203940067968424 Shareholder

62 Mr. Abu Ahmed 173, Modhu Bazar West Dhanmondi, Road-9A Dhaka-1205

55,081 0.17% [•]

1202200016878761 Shareholder

63 Dr. Laila Nazneen Flat#4D, Sen oasis 116 Kazi Nazrul Islam Avenue Eskaton Garden Road Dhaka-1000 (Behind Nevy Building)

105,117 0.32% [•] 1201940062073550 Shareholder

64 Mr. Abdur Rahim House- 19(4th floor), Road- 14, Sector-12, Uttara, Dhaka-1230

672,949 2.03% [•] 1202600001790822 Shareholder

65 Mr. Md. Serajul Islam Vill. Mobarakpur P.O. Jhikar Gacha, Dist. Jessore

20,068 0.06% [•] 1203630062101024 Shareholder

66 Maulana Abu Ahmed Faruque

393 Shaheen Bag Tejgaon, Dhaka-1215 63,141 0.19% [•] 1202020062081195 Shareholder

67 Mr. Din Mohammad Gazi Vill. North Sarsadi Gazi Bari ,P.O. Sarishadi, Bazar-3902, Dist. Feni

36,820 0.11% [•] 1202200061483569 Shareholder

68 Mrs. Nurunnahar Begum House-1/E/7(2nd Floor), Road-7/A, West, Dhanmondi, Dhaka-1209

7,178 0.02% [•] 1604420061956121 Shareholder

69 Mr. A.K.M.Lutfar Rahman Flat # 4-C, 524 East Kazi Para, P.S Kafrul, Dhaka-1216

26,320 0.08% [•] 1201900061551909 Shareholder

70 Mr. Joynal Abedin C/128, 3rd Colony, Lalkotty, Mirpur-1, Dhaka-1216

165,213 0.50% [•] 1201470003877158 Shareholder

71 Mr. Ali Reza P.O Box: 4990, Safat 13050, Kuwait 69,189 0.21% [•] 1201470057799085 Shareholder

72 Mr. Rafial Alam Consultant Civil Engineer, Civil Department, Power Station Projects, Ministry of Electricity and Water, PO. Box -12 Safat , 13001, KUWAT

67,180 0.20% [•]

1201910004016540 Shareholder

73 Miah Imdadul Haque 1/B –Green Corner, Green Road,Dhaka-1205 147,162 0.44% [•] 1203250015495361 Shareholder

74 Mr. Shahar Ali 30/6, Sher Saha Suri Road (2nd Floor) Block-D, Mohammadpur, Dhaka.

4,942 0.01% [•] 1604420061956121 Shareholder

75 Mr. Zamirul Islam 7337 Balboa Blvd., Van nuys, CA-91406, USA 5,670 0.02% [•] 1203970061489491 Shareholder

76 Mr. Habibur Rahman Khan

Mechanical Engineer, Administration, Ministry of Public Works, P.O.Box No. 8, Safat13001, Kuwait

69,189 0.21% [•] 1604420061956121 Shareholder

77 Mrs. Nazmul Laila House # 155/A/B, 1st Floor, B-1, Road # 2 Mohammadi Housing Ltd., Mohammadpur, Dhaka

51,617 0.16% [•] 1201690053678374 Shareholder

280

78 Mrs. Alom Ara Kamal 4, Circuit House Road, Flat-3B, Dhaka-1000 21,023 0.06% [•] 1604420061956121 Shareholder

79 Mr. A.T.M.Sadequr Rahman

901 N Penn Street, Unit P-903, Philadelphia, PA-19123, USA

88,957 0.27% [•] 1202200007867439 Shareholder

80 Mr. Asraful Islam House-27, Road-3, Sector-13, Uttara Model Town, Dhaka

173,442 0.52% [•] 1603700010955913 Shareholder

81 Mr. Md. Shafiul Alam 4133, Amhurst Dr.Higfland Village, TX-75077, Taxas U.S.A

173,442 0.52% [•] 1203620015565677 Shareholder

82 Mr. Abdul Qader Section-6, Block-A, Lane No.3, House-40, Mirpur, Dhaka-1216

34,594 0.10% [•] 1203180061488213 Shareholder

83 Mr. Abdul Ghani Amity Matallic , House-79, Block-F, Room-10, Banani Chairmanbari, Banani., Dhaka

197,681 0.60% [•] 1604420061956121 Shareholder

84 Mr. Kazi Sayeda Rahman 406-4758 Grange, Burnaby, BC V5H 1R2, Canada.

28,669 0.09% [•] 1204030062355888 Shareholder

85 Mrs. Shamima Hassan 1014 Stonechurch RD. E, Hamilton, ON L8W1P4 Canada.

20,068 0.06% [•] 1604420061956121 Shareholder

86 Mr. Mohd Saleem Miyah Apt# K-7/K-8 Tropical Homes Ltd., 150/1 Shah Ali Bag, Mirpur-1, Dhaka.

78,375 0.24% [•] 1203980061488984 Shareholder

87 Mr. Mohd Hossain Chaudhury

20405 River Bank St. Potomac Falls. VA 20165, U.S.A

69,189 0.21% [•] 1604420061956121 Shareholder

88 Mr. Md. Mozibul Haque 7133 Rosehurst Drive, Mississauga, Ontario L5N 6Z5, Canada.

138,376 0.42% [•] 1202370044866531 Shareholder

89 Mr. Shimanoor Mannan 900-10 Garnett Janes Road Tronto, Ontairo ON M8V322 Canada

69,189 0.21% [•] 1203530008048142 Shareholder

90 Mr. A.Y.M.Mokbul Hossain

1180 Barry Dr S Valley Stream, NY-11580 U.S.A

18,870 0.06% [•] 1604420061956121 Shareholder

91 Mr. A. K. M. Mizanur Rahman

Apt. B-5, House # 1, Road-15 Rangs Water Front Gulshan-1, Dhaka

73,582 0.22% [•] 1202090016514967 Shareholder

92 Mrs. Rehana Parveen C/o. Md.Quamrul Haque 32-19, 100 St. 1st Floor East Elmhurst, NY 11369-1835 USA

52,558 0.16% [•] 1202020064463221 Shareholder

93 Mr. Mohd Ahmed Chowdhury

36/B, Zigatola (Tanary Block) , Niloy R/A. Dhaka

34,594 0.10% [•] 1603700064371896 Shareholder

94 Mr. Syed Ali Imam 399, Baitul Aman Housing Society, Road # 6, Mohammadpur, Adabar Dhaka-1207

10,050 0.03% [•] 1604420061956121 Shareholder

95 Mr. Afiqur Rahman P. O Box – 18514, Farwania, Kuwait. 10,048 0.03% [•] 1604420061956121 Shareholder

96 Mr. Md. Shahjahan Miah House-10, Lane-03 Block-B, Section-10, Mirpur, Dhaka

26,320 0.08% [•] 1604420061956121 Shareholder

97 Dr. Md. Mosaddeque Hossain

House No. 4 (New), Road-50 Gulshan-2, Dhaka

22,901 0.07% [•] 1201820046393578 Shareholder

98 Mr. Md. Habibur Rahman C/o. Mr. Mozammel Huq House # 11, Road # 8, Sector # 7nUttara Model Town Uttara, Dhaka.

21,534 0.06% [•] 1604420061956121 Shareholder

281

99 Mr. Md. Shamsul Haque 109, Siddeshwari Circular Road, Flat-2C Dhaka-1217

57,336 0.17% [•] 1603700061649259 Shareholder

100 Mr. Ahmed Ataul Momen 5933 Sidmount Street, Mississauga, L5V 2z3 Ontario, Canada

52,462 0.16% [•] 1203350062760223 Shareholder

101 Mr. Md. Shamsul Haque 279/A, South Jatrabari P.O. Faridabad, Demra Dhaka

10,782 0.03% [•] 1202870006035635 Shareholder

102 Mrs. Afroza Parveen House-13, Road-8, Pciculture Housing Society Shekhertak, Mohammadpur, Dhaka-1207

21,057 0.06% [•] 1204280062062856 Shareholder

103 Mr. G. K. Chowdhury E-23, Pallabi Extension, Mirpur, Dhaka-1216 34,594 0.10% [•] 1604420061956121 Shareholder

104 Mr. Mohammed Shah Alam

Flat-G-5, Queen‟s Garden Homes, 15 New Eskaton Road, Dhaka -1000

18,870 0.06% [•] 1205750061483807 Shareholder

105 Mr. Abdul Mannan Majumder

House-410, Road-4, Baitulaman Housing Society,Adabar, Shamoli, Dhaka

36,849 0.11% [•] 1604420061956121 Shareholder

106 Mr. Md. Nurul Islam House # 58, Road # 06, Mohammadi Housing Society, , Mohammadpur, Dhaka-1207, Bangladesh

11,467 0.03% [•] 1204280062181892 Shareholder

107 Mr. Anwarul Azim 16/A, Amirbag R/A, Mehdibag-4000, Chittagong.

36,791 0.11% [•] 1204410056954394 Shareholder

108 Mr. Md. Habibur Rahman 2/13, Iqbal Road, Block#A, Apt# B-4, Maxel Siraj, Mohammadpur, Dhaka-1207

116,549 0.35% [•] 1201740024584261 Shareholder

109 Mr. Ahmed Parvez Khan C/o. Mr. Jafor Ali Khan, 75/1 West Agargaon, Sher-e-Banla Nagar, Dhaka-1207

10,528 0.03% [•] 1604420061956121 Shareholder

110 Mr. Abul Quasem Chowdhury

House # 1, Block # 30, Pallabi, P.S: Pallabi, Dhaka.

39,537 0.12% [•] 1604420061956121 Shareholder

111 Mr. Nurul Haque Ministry of Interior, Computer Centre, P.O.Box No.11, Safat, Kuwait

11,485 0.03% [•] 1604420061956121 Shareholder

112 Mr. Irfanul Hoque Flat-3/F, House # 50, Road # 15/A, Dhanmondi R/A, Dhaka-1207

57,359 0.17% [•] 1604420061956121 Shareholder

113 Mrs. Fatima Begum House# 212/15, Khilkhet Namo Para, P.o.Khilkhet, Dhaka Cant., Dhaka.

5,742 0.02% [•] 1604420061956121 Shareholder

114 Mr. Md. Shahabuddin House # 302, Ward # 3, Opposite Khan plaza Gawair Bazar, Dakhkhin Khan Road, Uttara, Dhaka-1230

21,565 0.06% [•] 1201990031626084 Shareholder

115 Engr. Mahi Alam Alam Vila, 1187, Noorerchala, Baridhara J-Block Annex, Gulshan, Dhaka.

39,537 0.12% [•] 1203730000070277 Shareholder

116 Mr. M. Gous Uddin Ahmed Chaudhury

92, Amzad Ali Road, Kali Ghat, Post & Dist. Sylhet-3100

2,872 0.01% [•] 1604420061956121 Shareholder

117 Dr. Gias Uddin Ahmed 33031, old post road, niles, Michigan, 9120, U SA

28,712 0.09% [•] 1604420061956121 Shareholder

118 Mr. Gias Uddin Chowdhury

105/2, Sukrabad (1st Floor), (Behind Hotel Nidmohol), Dhaka.

10,000 0.03% [•] 1202090062098052 Shareholder

282

119 Mr. Md. Abdul Malek Managing Director, Combined Group 204 Rokeya Sharoni, Senpara, Parbata, Mirpur, Dhaka

1,435 0.00% [•] 1604420061956121 Shareholder

120 Mr. Mirza Golam Quddus Kibria

Road No. 4, Block-B, Flat No. 305, “AFNAN”, Mansurabad R/A., Adabar, Mohammadpur, Dhaka-1207

40,135 0.12% [•] 1203180062166957 Shareholder


Faruk Chamber (9th floor), 1403, SK. Mujib Road, Chittagong, Bangladesh

10,08,155 3.035% [•] 1201830003822539

Shareholder

122 Ms. Fahima Faruk Chowdhury

C/o. Mr. Fahim Ahmed Faruk Chowdhury Apt. A/3 (3rd floor), House 44/A Road-116, Gulshan, Dhaka.

167,949 0.51% [•] 1203370001968915 Shareholder

123 Mr. Nurul Huda House-76, Flat-A/5, Road-05, Block-F, Banani, Dhaka-1213

1,453,028 4.37% [•] 1203010000568041 Director

124 Mrs. Fatima Humaira Chawdhury

Hilltop House, 166 Cock Lane, Buckinghamshire HP13 7EA,UK

105,117 0.32% [•] 1604420061956121 Shareholder

125 Mrs. Delwara Absar C/o. Mr. A.Q.M. Nurul Absar, Apartment # 4/A, Building # 33, Road # 12/A, Dhanmondi R/A Dhaka.

262,791 0.79% [•] 1201910004016690 Shareholder

126 Mr. Ahmed Arif S/O-Late Moulana Fazlur Rahman, 24, Mousumee R/A, Mirabazar, Sylhet.

525,579 1.58% [•] 1604420061956121 Shareholder


“BAKALI HOUSE”, Flat # 5E (5th Floor) , House # 32, Road # 116/122, Gulshan-1, Dhaka-1212

1,069,511 3.22% [•] 1605550007748542 Director

128 Mrs. Fahmida R. Naser C/o.Mrs. Farida R. Ahmed, Flat # C-5, House#38, Road # 104, Gulshan-2, Dhaka.

29,909 0.09% [•] 1203620003994532 Shareholder

129 Mrs. Tahmina R. Chowdhury

C/O.Mrs. Farida R. Ahmed, Flat # C-5, House # 38, Road # 104, Gulshan-2, Dhaka.

29,909 0.09% [•] 1203620003995130 Shareholder

130

Dr.Tanjida Chowdhury 105/2, Sukrabad (1st Floor), (Behind Hotel

Nidmohol), Dhaka 260,000 0.78% [•] 1202090062098060

Shareholder

131 Mrs.Tahmida Chowdhury 105/2, Sukrabad, Dhaka-1207 260,000 0.78% [•] 1202090062098087 Shareholder

132 Mrs. Tasnuva Chowdhury 105/2, Sukrabad, Dhaka-1207 260,000 0.78% [•] 1202090062098079 Shareholder

133 Mr. Mushtaqul Hassan Khan

Z/23, Tajmahal Road, Block-D, Mohammadpur, Dhaka

188,946 0.57% [•] 1202200014891589 Shareholder

134 Mr. Pavel Shahid Sarwar House- 53, Gulshan Avenue, Dhaka1212 21,000 0.06% [•] 1604420061956121 Shareholder

135 Mr. Abdul Motin Vill- Tilapara (West) Po- Mukterpur -3124 Po- Osmani Nagar, Dist- Sylhet.

535,136 1.61% [•] 1203620061490420 Shareholder

283

136 Mrs. Ferdous Jerin Chowdhury

East Mojampur, Kustia Sadar, Kustia. 152,896 0.46% [•] 1203390063443431 Shareholder

137 Mr. M. Rashidul Hasan Khan

Road No-5, House No- 170, Mirpur- D.O.H.S, Dhaka

53,913 0.16% [•] 1604420061956121 Shareholder

138 Mrs. Mahbuba Zaki Ali Bahban, Plot- 5/A, Road No- 2/D, J Block, Baridhara, Dhaka-1212

60,000 0.18% [•]

1205660062097130 Shareholder

139 Daj Foundation Trust Ali Bhaban, House No # 5/A, Road No # 2/D Block- J,Baridhara R/A, Dhaka- 1212

195,791 0.59% [•] 1201740061582351 Shareholder

140 Mr. Mushfiqur Rahman 35-06-73, Street 3D, Jackson Heights NY 11372, New York

76,338 0.23% [•] 1202810041764252 Shareholder

141 Mr. Yasin Absar Appt. No.C4, House No.-7, Road No.-101. Gulshan, Dhaka-1212.

312,720 0.94% [•] 1203620004028900 Shareholder

142 Mr. A.S.M.M Kamal & Ms. Rokeya Parveen

House-18, Roar-62 Gulshan-2, Dhaka-1212 79,072 0.24% [•] 1604420061956121 Shareholder

143 Mrs. Rowshan Akhter Imam

Appt. No.C4, House No.-7, Road No.-101. Gulshan, Dhaka-1212.

98,841 0.30% [•] 1604420061956121 Shareholder

144 Mrs. Shamsun Naher Choudhury


33,696 0.10% [•] 1203620032884813 Shareholder

145 Ms. Shreen Idris Choudhury


39,303 0.12% [•] 1203620033256960 Shareholder

146 Mr. Ahsan Idris Choudhury


78,632 0.24% [•] 1203620033239282 Shareholder

147 Ms. Roxsana Idris Choudhury


39,303 0.12% [•] 1203620032884821 Shareholder

148 Mr. Md. Abdur Rahim Mitali Housing House No-07 South Kafrul Dhaka Cant.

7,634 0.02% [•] 1203940061864919 Shareholder

149 Mrs. Sarmin Akter C/O. Shah Amran(Azad) House-1/E/7(2nd Floor), Road-7/A, West Dhanmondi, Dhaka-1209

7,178 0.02% [•] 1604420061956121 Shareholder


Apt#1A, House#14, CEN (G),Road-112, Gulshan, Dhaka-1212

1,062,665 3.20% [•] 1202840061890342 Dirctor

151 Mr. Obiydur Rahman House- 21, Road- 16, Block- C, Section- 12 Pallabi, Dhaka-1216

1,829,527 5.51% [•] 1601880061729504 Director

152 Mr. Alamgir Hussain Patharia Palace, East of Naya Sarak Mosque, Dist. Sylhet

30,967 0.09% [•] 123710051157330 Shareholder

153 Mr. Shahjahan Hussain Patharia Palace, East of Noya Sarak Mosque, Dist. Sylhet

4,500 0.01% [•] 1301860062078941 Shareholder

154 Dr. Sadequr Rahman Malik

House-19, Road- 11, Sector- 6, Uttara, Dhaka-1230

1,170,896 3.53% [•] 1201910004035880 Shareholder

155 Mrs. Nargis Jahan „Ali Bhaban‟, House- 5A, Road -2D, Block-J, Baridhara R/A, Dhaka-1212

11,167 0.03% [•] 1204480061491326 Shareholder

284

156 Mrs. Shamim Ara Siddiquee

„Ali Bhaban‟, House- 5A, Road -2D, Block-J, Baridhara R/A, Dhaka-1212

53,833 0.16% [•] 1202810061500825 Shareholder

157 Mr. Md. Fasiar Rahman „Ali Bhaban‟, House- 5A, Road -2D, Block-J, Baridhara R/A, Dhaka-1212

33,500 0.10% [•] 1205730061844019 Shareholder

158 Mr. Swapan Kumar Sarkar 41/A, Purana Paltan, 2 No. Building, Flat-7 Dhaka-1000

55,834 0.17% [•] 1202840043132759 Shareholder

159 Dr. A.K.M. Khairul Anam Chowdhury

Flat- B-1, 2/7 Lalmatia, Block- B, Dhaka-1207 15,269 0.05% [•] 1203810062089314 Shareholder

160 Dr. Mir Saimuma Samin Flat # A/4, Safura Green, 761, Satmasjid Road, Dhanmondi, Dhaka

108,334 0.33% [•] 1202200062078173 Shareholder

161 Mrs. Khudeza Tahera Tarin Choudhury

House- 8, Road- 1, Block- C, Bonosree Project, Rampura, Dhaka

5,250 0.02% [•] 1204660062062318 Shareholder

162 Mrs. Siddiqua Ahmed 368/10, West Shewrapara, Mirpur, Dhaka 5,255 0.02% [•] 1202840062083911 Shareholder

163 Mrs. Nazmun Nahar 368/10, West Shewrapara, Mirpur, Dhaka 7,360 0.02% [•] 1202840062083630 Shareholder

164 Mr. Taslim Ahmed 368/10, West Shewrapara, Mirpur, Dhaka 14,717 0.04% [•] 1604420061956121 Shareholder

165 Mr. Mezbah Ahmed 368/10, West Shewrapara, Mirpur, Dhaka 14,717 0.04% [•] 1604420061956121 Shareholder

166 Mrs. Wahida Mostafa House-20/22, Road-15, Apt.-1C1, NAM Villa, Gulshan-1, Dhaka-1212

86,857 0.26% [•] 1202020063876306 Shareholder

167 Mrs. Samira Mostafa House-20/22, Road-15, Apt.-1C1, NAM Villa, Gulshan-1, Dhaka-1212

86,857 0.26% [•] 1202020062713437 Shareholder

168 Mrs. Zakiya Huda House-76, Flat-A/5, Road-05, Block-F, Banani, Dhaka-1213

27,167 0.08% [•] 1203010000568051 Shareholder

169 Mr. Mohammad Nazrul Islam

Urmi- 5, Raynagar, Sonarpara, Sylhet. 21,000 0.06% [•] 1604420061956121 Shareholder

170 Mr. Ali Haider Panorama, 12 Purana Paltan (2nd Floor), Dhaka-1000

1,500 0.00% [•] 1203180061544568 Shareholder

171 Mr. Md. Mohsin Belal House- 12, Road-126, Sal- Amanelle, Apt- D/5, Gulshan, Dhaka-1212

83,000 0.25% [•] 1604420061956121 Shareholder

172 Ms. Israt Kamal 2/24, Pallabi-11, Mirpur, Dhaka-1216 16,750 0.05% [•] 1201690061485394 Shareholder

173 Mr. Anwar Hussain A-4, House-28, Road-6, Uttara-13, Dhaka-1230 10,500 0.03% [•] 1204090067440187 Shareholder

174 Mr. Shahariar Kamal 2/24,Pallabi-11,Mirpur, Dhaka-1216 148,517 0.45% [•] 1201690061485386 Shareholder

175 Mr. Quazi Habibul Hussain

Mollah Mansion (3rd Floor), 7 Link Road, Bangla Motor Dhaka-1000

52,500 0.16% [•] 1204090019657321 Shareholder

176 Mrs. Quamrul Laila 2/24, Pallabi-11, Mirpur, Dhaka-1216 14,517 0.04% [•] 1201690061485378 Shareholder

285

177 Ms. Syeda Jahera Ferdousi 35-06-73, Street, 3D, Jackson Height, Ny-11372, New York

31,500 0.09% [•] 1604420061956121 Shareholder

178 Mr. Md. Shahid Talukder 14/3, New Eskaton( Gaus Nagar), Ramna, Dhaka

1,000 0.00% [•] 1604420061956121 Shareholder

179 Mr. Sk. Abul Ehsan 1164/B, Malibag, Chowdhury Para, Dhaka-1219

15,750 0.05% [•] 1203010032745965 Shareholder

180 Mrs. Farida Yesmin 59/B, Officer‟s Quarter, Azimpur, Dhaka 2,700 0.01% [•] 1202240061485667 Shareholder

181 Ms. Sharmin Akter 113, Garib Shah Road, Kazir Para, Puratan Kashba, Jessore, Bangladesh

53,175 0.16% [•] 1201910004092278 Shareholder

182 Mr. Sk. Mashikur Rahman 113, Garib Shah Road, Kazir Para, Puratan Kashba, Jessore, Bangladesh

2,659 0.01% [•] 1202800026609091 Shareholder

183 Mr. Tapesh Kumar Paul 26/2, Principal Abul Kashem Road, Mirpur-1, Dhaka-1216

213,287 0.64% [•] 1201910054834954 Shareholder

184 Mrs. Dewan Monowara Rahman

Flat-E/4, House-89, Road-12/A, Dhanmondi-R/A, Dhaka-1205

13,478 0.04% [•] 1203110050738512 Shareholder

185 Mr. Tanvir Rahman Flat-E/4, House-89, Road-12/A, Dhanmondi-R/A, Dhaka-1205

62,899 0.19% [•] 1604940050432268 Shareholder

186 Ms. Sadia Rahman Zain Flat-E/4, House-89, Road-12/A, Dhanmondi-R/A, Dhaka-1205

31,450 0.09% [•] 1604940050432276 Shareholder

187 Mr. Mahfuz Bakth Selim Muhini, 13, Shebgong, Lamapara, Sylhet 6,000 0.02% [•] 1604420061956121 Shareholder

188 Mrs. Fauzia Khan Safura Green, Flat-A/4, 761, Satmasjid Road, Dhanmondi-R/A, Dhaka-1205

3,191 0.01% [•] 1202200015915576 Shareholder

189 Mr. Mir Afrad Akib Safura Green, Flat-A/4, 761, Satmasjid Road, Dhanmondi-R/A, Dhaka-1205

3,191 0.01% [•] 1202200062078191 Shareholder

190 Ms. Mir Nadia Nivin Safura Green, Flat-A/4, 761, Satmasjid Road, Dhanmondi-R/A, Dhaka-1205

3,191 0.01% [•] 1202200062078173 Shareholder

191 Ms. Mir Raisa Rakiba Safura Green, Flat-A/4, 761, Satmasjid Road Dhanmondi-R/A, Dhaka-1205

3,191 0.01% [•] 1202200062078181 Shareholder

192 Mr. Tahmid Huda Labib House-76, Flat-A/5, Road-05, Block-F, Banani, Dhaka-1213

10,532 0.03% [•] 1203010061723483 Shareholder

193 Ms. Faiza Farha House-76, Flat-A/5, Road-05, Block-F, Banani, Dhaka-1213

5,532 0.02% [•] 1203010033650106 Shareholder

194 Mr. Zainul Huda Apparel Export Ltd., 2/C, Darussalam Road, Mirpur-1, Dhaka-1216, Bangladesh

106,456 0.32% [•] 1604420061956121 Shareholder

195 Mr. Altafur Rahman House-10, Road-08, Sector-07, Uttara Model Town, Uttara, Dhaka-1230, Bangladesh

42,872 0.13% [•] 1202280015470678 Shareholder

196 Mr. Anwar Hussain 1/3, Block-G, Lalmatia, Dhaka-1207, Bangladesh

20,107 0.06% [•] 1202150011191951 Shareholder

197 Mrs. Ireen Huda Apparel Export Ltd., 2/C, Darussalam Road, Mirpur-1, Dhaka-1216, Bangladesh

53,175 0.16% [•] 1604420061956121 Shareholder

286

198 Dr. Syed Shahin Iqbal 150, Distillery Road, Gandaria, Dhaka-1204 Bangladesh

53,175 0.16% [•] 1604420061956121 Shareholder

199 Mrs. Shamsun Naher 11/2, Orphanage Road, Palashi, Dhaka. Bangladesh

100 0.00% [•] 1604420061956121 Shareholder

200 Mr. Nazmul Karim 120, Bashiruddin Road, Kolabagan, Dhaka-1205, Bangladesh

10,107 0.03% [•] 1604420061956121 Shareholder

201 Mr. A.K.M. Delwer Hussain

87/F, Azimpur Govt. Quarter, Azimpur, Dhaka, Bangladesh

27,473 0.08% [•] 1201980003468929 Shareholder

202 Mr. Md. Motaleb Hossain Asma Villa, House-412, Road-06 (New) Flat-06, Mirpur D.O.H.S, Dhaka-1216 Bangladesh

100 0.00% [•] 1205590048683037 Shareholder

203 Mr. Md. Abdur Razzak Adhunik Aungan, Flat-E/7, 39/B-1 Ring Road, Shyamoli, DhakaBangladesh

6,107 0.02% [•] 1203140017811401 Shareholder

204 Mr. Pervez Ahmed 145/A, Housing Estate, Sylhet-3100 Bangladesh

100 0.00% [•] 1204220045386267 Shareholder

205 Mr. Mohammad Abdul Hai

90, Motijheel-C/A, Dhaka-1000, Bangladesh 100 0.00% [•] 1604420061956121 Shareholder

206 Mr. Shafiqul Alam 6, Lakecircuse Road, Kolabagan, Dhaka-1205, Bangladesh

39 0.00% [•] 1604420061956121 Shareholder

207 Mr. Rajib Bhowmick Saptodipali, Jamtola, Jamtola Road, Sylhet-3100

40,000 0.12% [•] 1604420061956121 Shareholder

208 Ms. Nur Nahar House-21, Road-16, Block-C, Section-12, Pallabi, Dhaka-1216

10,000 0.03% [•] 1601880061729512 Shareholder

209 Ms. Anika Rahman (Sukanna)

House-21, Road-16, Block-C, Section-12, Pallabi, Dhaka-1216

10,000 0.03% [•] 1604420061956121 Shareholder

210 Ms. Malisha Rahman (Tonni)


10,000 0.03% [•] 1604420061956121 Shareholder

211 Ms. Mariha Rahman (Monika)


10,000 0.03% [•] 1601880061737031 Shareholder

212 Ms. Zaynah Tahmina Chowdhury

“Rangs Mir Palace”, House-B-1, Flat-1B, Road-61, Gulshan-02, Dhaka-1212

116,688 0.35% [•] 1604420061956121 Shareholder

213 Ms. Narmeen Naser “Rangs Mir Palace”, House-B-1, Flat-1B, Road-61, Gulshan-02, Dhaka-1212

116,689 0.35% [•] 1202200062460562 Shareholder

214 Mrs. Romana Akhter House-10, Road-08, Section-07, Uttara, Dhaka-1230

15,250 0.05% [•] 1202280015470661 Shareholder

215 Mrs. Nazeha Khanom Chowdhury

Flat-3/B, Building-2/6, Block-D, Lalmatia, Dhaka

49,421 0.15% [•] 1203180061486688 Shareholder

216 Mr. Golam Gaffar Chowdhury


30,986 0.09% [•] 1203880048508782 Shareholder

217 Mr. Golam Mushfiq Chowdhury


24,710 0.07% [•] 1203180061117929 Shareholder

218 Mrs. Masuda Choudhury House-18, Road-62, Gulshan-2, Dhaka-1212 78,632 0.24% [•] 1203620061484431 Shareholder

287

219 Mr. Mohammed Abdus Sattar

Asian Dress House, Feni Super Market, Trunk Road, Feni

20,000 0.06% [•] 1202200061751783 Shareholder

220 Mr. Golam Mohammed Bulu

Asian Dress House, Feni Super Market, Trunk Road, Feni

10,000 0.03% [•] 1201590046048415 Shareholder

221 Mrs. Rahela Samad Road No. 3, House No. 16A, 3rd Floor (3B), Old D.O.H.S Banani, Dhaka

40,000 0.12% [•] 1203680063171739 Shareholder

222 Mr. Abdullah Samad Risan

Road No. 3, House No. 16A, 3rd Floor (3B), Old D.O.H.S Banani, Dhaka

931,589 2.80% [•]

1203680061970780 Shareholder

223 Mr. Assad Samad

Road No. 3, House No. 16A, 3rd Floor (3B), Old D.O.H.S Banani, Dhaka

50,000 0.15% [•]

1203680063171720 Shareholder

224 Mrs. Farhana Ali Plot# 5A, Road # 2D, Block-J, Baridhara R/A Dhaka-1212 (East of Japanese School)

2,000 0.00% [•] 1202810061724750

Shareholder

225 Mr. Mynul Morshed

Manna

21/16 Block-F Bizzle Mohalla Mohammadpur, Dhaka-1207

27,991 0.08% [•]

1203880064740993 Shareholder

226 Mr. ArifUl Islam C/o. Mr. Md. Syedul Islam, “Mohua Arcade”, Block-F, House-15, Road-7, Banani, Dhaka-1213.

1,006,716 3.03% [•] 1201910000143114 Shareholder

227 Mrs. Ayesha Farha Chowdhury

Faruk Chamber ( 11th floor), 1403, SK. Mujib Road, Chittagong, Bangladesh

104,783 0.32% [•] 1203370003822662 Shareholder

228 Mohammed Jalaluddin Ahmed

House- 412, Road- 9, Block- F, Bashundhara R/A, Dhaka

2,107 0.006% [•] 1604420061956121 Shareholder

229 Foundation for Human Resource Development & Management

Ai Bhaban, Plot- 5A, Road- 2D, Block- J, Baridhara R/A, Dhaka- 1212

1,000 0.003% [•] 1604420061956121 Shareholder

Total 33,212,694 100.00%

288

(b) There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number, numbers of shares held

including percentage, position held in other companies of all the directors before the public issue;

Sl. Name of Directors

Addresses Age Experience

(Years) BO ID No. TIN No.

No. of shares held

Shareholid

ng (%) (pre

issue)

Position held in other

Company


Flat # A/4, Safura Green 761, Satmasjid Road, Dhanmondi, Dhaka-1205

74 39 years 1202200015915659 353557785523 1,045,492

3.15%

This information

has been given in the

directors involvement

in othe rorganization under the

the head “Directors

and Officers “in the

section-Vii


„Jahanara Lodge‟ House No. 23, Apt. No. A-4, Road No. 116, Gulshan, Dhaka-1212

80 37 years 1201640000568033 571454849191 1,305,000

3.93%

3 Mr. A.Q.M. Nurul Absar

Apartment # 4/A, Building # 33, Road # 12/A, Dhanmondi R/A, Dhaka-1205

75 33 years 1201910003967352 737126507913 1,423,942

4.29%


“SHIMANA”, 8 U.N. Road, 1st Floor, B-2, Baridhara, Dhaka-1212

76 31 Years 1203440041635219 480635327964 1,000,001

3.01%


Road # 02 House # 168-170 Mirpur D.O.H.S, Dhaka-1216

56 26 years 1205660061733729 552873155336 1,814,579

5.46%


Road # 02 House # 168-170 Mirpur D.O.H.S, Dhaka-1216

68 31 years 1205660061733621 382512503652 1,069,511

3.22%

7 Mr. Mahmud Hassan

House-33, Rail Road, Jessore Sadar, Jessore

65 19 years 1203350057732906 353451926949 1,010,000

3.04%

8 Mr. Nurul Huda House-76, Flat-A/5, Road-05, Block-F, Banani, Dhaka-1213

58 21 years 1203010000568041 764497887641 1,453,028

4.37%


“BAKALI HOUSE”, Flat # 5E (5th Floor), House # 32, Road # 116/122, Gulshan-1, Dhaka-1212

76 21 years 1605550007748542 692015742380 1,069,511

3.22%


House- 21, Road- 16, Block- C, Section- 12, Pallabi, Dhaka-1216

52 16 Years 1601880061729504 678775492378 1,829,527

5.51%

11 Mr. Mizanur Apt#1A, House#14, CEN (G), 72 31 years 1202840061890342 167533265645 1,062,665 3.20%

289

Rahman Sarkar Road#112, Gulshan, Dhaka-1212


House-18, Road-62, Gulshan-2, Dhaka-1212

61 26 years Nil

776074187621 Nil Nil

13 Dr. Chowdhury Habibar Rahman FRCS

House No # 13, Flat # A- 2, Road no # 128,Gulshan- 1, Dhaka- 1212. 79 52

Nil 892302771146 Nil Nil



79 51 Nil

3581039552059 Nil Nil

Total 14,083,256

Note: As independent directors are not holding any securities, so there are no BO account has been opened in this respect.

290

(c) The average cost of acquisition of equity shares by the directors certified by the auditors;

Auditors‟ certificate regarding average cost of acquisition of equity shares by the directors

[Rule 5 /Annexure-E (12) (c) of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015]

294

(d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer‟s sponsors or directors. In this connection, a

statement to be included:-

Name Date of

allotment/transfer of fully paid up share

Co

nsi

de

rati

on

Nature of issue

Number of equity shares

Fa

ce v

alu

e

Issu

e p

rice

/ a

cqu

isit

ion

pri

ce/t

ran

sfe

r

pri

ce Cumulative number of

equity share

(%) pre-issue paid up capital

(%)post-issue paid up capital

Sources of fund

Mr. Abu Saleh Abdul Muiz Chairman

4-Jul-1987 Cash Ordinary share

- - - 0

3.22% [●]

Own fund

20-May-2005 Acquired 5,000 100 100 5000 Own fund

24-May-2007 Cash 10,000 100 100 15,000 Own fund

15-Dec-2011 Cash 30,000 10 100 180,000 Own fund

19-Dec-2011 Cash 225,220 10 10 405,220 Own fund

01-Mar-2012 Cash 552,552 10 10 957,772 Own fund

5-May-2014 Bonus 47,889 10 10 1,005,661 Own fund

17-Sep-2015 Cash 63,850 10 10 1,069,511 Own fund

Total 1,069,511



1-Jun-87 Cash Ordinary share

750 100 100 750

3.93% [●]

Own fund

30-May-88 Cash 1,000 100 100 1,750 Own fund

1-Jun-90 Cash 3,300 100 100 5,050 Own fund

24-May-07 Cash 12,500 100 100 17,550 Own fund

15-Dec-11 Bonus 35,100 10 10 210,600 Own fund

19-Dec-11 Cash 263,500 10 10 474,100 Own fund

1-Mar-12 Cash 746,337 10 10 1,220,437 Own fund


17-Sep-15 Cash 23,541 10 25 1,305,000 Own fund

Total 1,305,000

Late Mr. A.Q.M Nurul

Absar Sponsor Director


750 100 100 750

4.29% [●]

Own fund

1-Jun-90 Cash 4,300 100 100 5,050 Own fund

11-Jul-90 Cash 400 100 100 5,450 Own fund

24-May-07 Cash 20,500 100 100 25,950 Own fund

18-Feb-08 Cash -5,950 100 100 20,000 Own fund


19-Dec-11 Cash 300,290 10 10 540,290 Own fund

1-Mar-12 Cash 734,884 10 10 1,275,174 Own fund

5-May-14 Bonus share 63,759 10 10 1,338,933 Own fund

17-Sep-15 Cash 85009 10 25 1,423,942 Own fund

Total 1,423,942

295

Mr. Mir Amjad Hussain Director


750 100 100 750

3.15% [●]

Own fund

1-Jun-90 Cash 4,250 100 100 5,000 Own fund

14-Feb-04 Cash 350 100 100 5,350 Own fund

24-May-07 Cash 12,595 100 100 17,945 Own fund

31-Jul-07 Cash -3,595 100 100 14,350 Own fund

16-Jun-11 Cash 12,000 10* 10 155,500 Own fund

15-Dec-11 Bonus share 28,700 10 10 184,200 Own fund

19-Dec-11 Cash 215,460 10 10 399,660 Own fund

1-Mar-12 Cash 645,047 10 10 1,044,707 Own fund

22-Mar-12 Cash -50,000 10 10 994,707 Own fund

5-May-14 Bonus share 49,735 10 10 1044,442 Own fund

7-Mar-15 Cash -12,000 10 10 1,032,442 Own fund

17-Sep-15 Cash 13,050 10 25 1,045,492 Own fund

Total 1,045,492

Mr. M. Ashraf Rahim Sponsor


750 100 100 750

0.32% [●]

Own fund

1-Jun-90 Cash 4,250 100 100 5,000 Own fund


19-Dec-11 Cash 30,000 10 10 90,000 Own fund

1-Mar-12 Cash 12,547 10 10 102,547 Own fund

5-May-14 Bonus 5,127 10 10 107,674 Own fund

17-Sep-15 Cash 0 10 25 107,674 Own fund

Total 107,674

Syed Md. Abdul Mannan

Sponsor


750 100 100 750

0.0012% [●]

Own fund

1-Jun-90 Cash 6,750 100 100 7,500 Own fund


19-Dec-11 Cash 112,600 10 10 202,600 Own fund

1-Mar-12 Cash 347,814 10 10 550,414 Own fund

22-Mar-12 Cash 50,000 10 10 600,414 Own fund


9-Nov-14 Cash

-100,000 10 10 530,435 Own fund

-100,000 430,435 Own fund

-100,000 330,435 Own fund

-100,000 230,435 Own fund

-100,000 130,435 Own fund

-50,000 80,435 Own fund

-50,000 30,435 Own fund

17-Sep-15 Cash -30,021 10 25 414 Own fund

Total 414

Mr. Habibur 1-Jun-87 Cash Ordinary 500 100 100 500 3.01% [●] Own fund

296

Rahman Sponsor Director

1-Jun-90 Cash share 9,500 100 100 10,000 Own fund

24-May-07 Cash 15,000 100 100 25,000 Own fund

31-Jul-07 Cash -15,000 100 100 10,000 Own fund

8-Feb-11 Cash 15,000 100 100 25,000 Own fund


1-Mar-12 Cash 410,515 10 10 710,515 Own fund

22-Mar-12 Cash -300,000 10 10 410,515 Own fund


7-Mar-15 Cash 568,960 10 25 1,000,001 Own fund

Total 1,000,001

Mr. Mahmud Hassan Sponsor Director

1-Jun-87 Cash

Ordinary share

750 100 100 750

3.04% [●]

Own fund

1-Jun-90 Cash 4,250 100 100 5,000 Own fund

24-May-07 Cash 10,000 100 100 15,000 Own fund


19-Dec-11 Cash 225,220 10 10 405,220 Own fund

1-Mar-12 Cash 247,332 10 10 652,552 Own fund


17-Sep-15 Rights 69,350 10 25 754,530 Own fund

23-Apr-16 Cash 255,470 10 10 1,010,000 Own fund

Total 1,010,000

Mr. Md. Mahbub Hossain Sponsor


750 100 100 750

0.44% [●]

Own fund

1-Jun-90 Cash 3,050 100 100 3,800 Own fund

24-May-07 0 0 100 100 3,800 Own fund

15-Dec-11 Cash 7,600 10 10 45,600 Own fund

19-Dec-11 Cash 20,000 10 10 65,600 Own fund

1-Mar-12 Cash 73,545 10 10 139,145 Own fund


17-Sep-15 Cash 0 10 25 146,102 Own fund

Total 146,102

Mr. Md. Mozammel

Huq Sponsor


500 100 100 500

0.56% [●]

Own fund

1-Jun-90 Cash 4550 100 100 5,050 Own fund


19-Dec-11 Cash 50,500 10 10 111,100 Own fund

1-Mar-12 Cash 149,975 10 10 261,075 Own fund

22-Mar-12 Cash -23,387 10 10 237,688 Own fund

22-Mar-12 Cash -70,000 10 10 167,688 Own fund


17-Sep-15 Cash 11,179 10 25 187,251 Own fund

Total 187,251

Dr. Nasir Uddin Ahmed

Sponsor


750 100 100 750

0.97% [●]

Own fund

1-Jun-90 Cash 4,250 100 100 5,000 Own fund

24-May-07 Cash 5,000 100 100 10,000 Own fund

297


1-Mar-12 Cash 167,532 10 10 287,532 Own fund


17-Sep-15 Cash 19,169 10 25 321,078 Own fund

Total 321,078

Mr. Nazmul Huda

Chowdhury Sponsor


750 100 100 750

0.65% [●]

Own fund

1-Jun-90 Cash 4,250 100 100 5,000 Own fund

24-May-07

5,000 100 100 10,000 Own fund

31-Jul-07 Cash

-1,000 100 100 9,000 Own fund

-1,000 8,000 Own fund

-1,000 7,000 Own fund

-1,000 6,000 Own fund

-1,000 5,000 Own fund


19-Dec-11 Cash 12,540 10 10 72,540 Own fund

1-Mar-12 Cash 127,466 10 10 200,006 Own fund

22-Mar-12 Cash -5,000 10 10 195,006 Own fund


17-Sep-15 Cash 13,000 10 25 217,756 Own fund

Total 217,756

Mr. Md Nasir uddin

Choudhury Sponsor


750 100 100 750

2.15% [●]

Own fund

1-Jun-90 Cash 9,250 100 100 10,000 Own fund


19-Dec-11 Cash 150,140 10 10 270,140 Own fund

1-Mar-12 Cash 370,207 10 10 640,347 Own fund


17-Sep-15 Cash 42,689 10 25 715,053 Own fund

Total 715,053

Mrs Nazmin Showkat Ali

Sponsor Director


750 100 100 750

5.46% [●]

Own fund

1-Jun-90 Cash 14,250 100 100 15,000 Own fund

24-May-07 Cash 25,000 100 100 40,000 Own fund


19-Dec-11 Cash 600,580 10 10 1,080,580 Own fund

1-Mar-12 Cash 1,513,745 10 10 2,594,325 Own fund

22-Mar-12 Cash -893,135 10 10 1,701,190 Own fund

5-May-14 Cash 85,060 10 10 1,786,250 Own fund

17-Sep-15 Cash -80,000 10 10 1,706,250 Own fund

17-Sep-15 Cash 108,329 10 25 1,814,579 Own fund

Total 1,814,579

Dr. Muhammad Raushan Ali


500 100 100 500

1.63% [●]

Own fund

1-Jun-90 Cash 5,000 100 100 5,500 Own fund

24-May-07 Cash 10,500 100 100 16,000 Own fund

298

Sponsor 31-Jul-07

Cash -5,000 100 10 11,000 Own fund

Cash -5,000 100 10 60,00 Own fund


19-Dec-11 Cash 152,620 10 10 224,620 Own fund

1-Mar-12 Cash 428,760 10 10 653,380 Own fund

22-Mar-12 Cash

-30,000 10 10 623,380 Own fund

-10,000 613,380 Own fund

-50,000 563,380 Own fund

-30,000 533,380 Own fund

-50,000 483,380 Own fund


17-Sep-15 Cash 34,225 10 25 541,774 Own fund

13-April-17 Cash

-2000 10 10 539,774

Total 539,774

Dr. Rashidul Hyder Sponsor


500 100 100 500

0.08% [●]

Own fund

1-Jun-90 Cash 4,500 100 100 5,000 Own fund


19-Dec-11 Cash 50,000 10 10 110,000 Own fund

1-Mar-12 Cash 154,033 10 10 264,033 Own fund


7-Mar-15 Cash

-100,000 10 10 177,235 Own fund

-50,000 127,235 Own fund

-50,000 77,235 Own fund

-50,000 27,235 Own fund

Total 27,235

Dr. Shafiqul Huda

Chowdhury Sponsor


750 100 100 750

0.48% [●]

Own fund

1-Jun-90 Cash 4,300 100 100 5,050 Own fund


1-Mar-12 Cash 81,804 10 10 142,404 Own fund


17-Sep-15 Cash 9,494 10 25 159,018 Own fund

Total 159,018

Dr. Mohd. Shafiullah Sponsor


750 100 100 750

1.27% [●]

Own fund

1-Jun-90 Cash 3,300 100 100 4,050 Own fund

24-May-07 Cash 4,000 100 100 8,050 Own fund


19-Dec-11 Cash 80,500 10 10 177,100 Own fund

1-Mar-12 Cash 201,789 10 10 378,889 Own fund


17-Sep-15 Cash 25,259 10 25 423,093 Own fund

Total 423,093

299

Mr. Mohd. Shawkat Ali

Sponsor Director


750 100 100 750

3.22% [●]

Own fund

1-Jun-90 Cash 14,250 100 100 15,000 Own fund

24-May-07 Cash 15,000 100 100 30,000 Own fund

31-Jul-07 Cash -15,000 100 100 15,000 Own fund


19-Dec-11 Cash 225,220 10 10 405,220 Own fund

1-Mar-12 Cash 552,552 10 10 957,772 Own fund


17-Sep-15 Cash 63,850 10 25 1,069,511 Own fund

Total 1,069,511

Mr. A.Z. Mohammad

Hossain Sponsor


500 100 100 500

0% [●]

Own fund

1-Jun-90 Cash 9,500 100 100 10,000 Own fund

20 –May-2005

Cash -2,500 100 100 7,500 Own fund

Cash -2,500 100 100 5,000 Own fund

Cash -5,000 100 100 0 Own fund

Total 0

Mr. Abdus Salam Sponsor


750 100 100 750 0% [●]

Own fund

30-May-88 Cash -750 100 100 0 Own fund

Total 0

Mr. Md. Anwarul

Haque Sponsor


750 100 100 750

0% [●]

Own fund

1-Jun-90 Cash 9,250 100 100 10,000 Own fund

14-Feb-04 Cash -5,000 100 10 5,000 Own fund

Cash -5,000 100 10 0 Own fund

Total 0

300

Mr. Faruk Ahmed

Chowdhury Sponsor


500 100 100 500

0% [●]

Own fund

1-Jun-90 Cash 9,500 100 100 10,000 Own fund

14-Feb-04 Cash

-5,500 100 100 4,500 Own fund

-3,000 1,500 Own fund

-1,500 0 Own fund

Total 0

Mr. Md. Golam Mostafa Sponsor


750 100 100 750

0% [●]

Own fund

1-Jun-90 Cash 4,300 100 100 5,050 Own fund

24-May-07 Cash 7,050 100 100 12,100 Own fund


1-Mar-12 Cash 20,242 10 10 165,442 Own fund

19-Jul-12 Cash

-20,680 10 10 144,762 Own fund

-72,381 72,381 Own fund

-72,381 0 Own fund

Total 0

Al-Haj A.M. Idris Ali Sponsor


500 100 100 500

0% [●]

Own fund

1-Jun-90 Cash 9,500 100 100 10,000 Own fund

25-Sep-10 Cash

-1,250 100 100 8,750 Own fund

-2,917 5,833 Own fund

-1,458 4,375 Own fund

-2,917 1,458 Own fund

-1,458 0 Own fund

Total 0

Mr. Nasir Uddin Ahmed

Chowdhury Sponsor


500 100 100 500

0% [●]

Own fund

30-May-88 Cash -500 100 100 0

Own fund

Total 0

Mr. Rashid Ahmed Sponsor


750 100 100 750 0% [●]

Own fund

30-May-88 Cash -750 100 100 0

Own fund

Total 0

301

Mr. Sarqum Ali Sponsor


500 100 100 500 0% [●]

Own fund

30-May-88 Cash -500 100 100 0 Own fund

Total 0

Mr. Safat Ahmed

Chowdhury Sponsor


750 100 100 750

0% [●]

Own fund

1-Jun-90 Cash 4,300 100 100 5,050 Own fund

14-Feb-04 Cash -5,050 100 100 0

Own fund

Total 0

Mr. Md. Syedul Islam Sponsor


750 100 100 750

0% [●]

Own fund

1-Jun-90 Cash 4,500 100 100 5,250 Own fund

20-May-05 Cash -200 100 100 5,050 Own fund

24-May-07 Cash 9,950 100 100 15,000 Own fund

31-Jul-07 Cash -5,000 100 100 10,000 Own fund


19-Dec-11 Cash 150,140 10 10 270,140 Own fund

1-Mar-12 Cash 451,743 10 10 721,883 Own fund

30-Sep-12

Cash

10,000 10 10 731,883 Own fund

20-Jul-13 70,000 801,883 Own fund

100,000 901,883 Own fund


11-Feb-14 Cash

-225,472 10 10 721,505 Own fund

-225,471 496,034 Own fund

-112,735 383,299 Own fund

-112,735 270,564 Own fund

-112,735 157,829 Own fund

-112,735 45,094 Own fund

11-Aug-14 Cash

-11,273 10 10 33,821 Own fund

-11,273 22,548 Own fund

-5,637 16,911 Own fund

-5,637 11,274 Own fund

-5,637 5,637 Own fund

-5,637 0 Own fund

Total 0

302

Mr. Nurul Huda

Director

4-Jul-1987 Cash Ordinary share

- - - 0

4.37% [●]

Own fund

14-Feb-2004 Cash 5,000 100 100 5,000 Own fund

24-May-2007 Cash 18,000 100 100 23,000 Own fund

31-Jul-2007 Transfers -1,000 100 100 22,000 Own fund

15-Dec-2011 Cash 44,000 10 10 264,000 Own fund


01-Mar-2012 Cash 907,819 10 10 1,502,139 Own fund

30-Sep-2012 Transfers -120,000 10 10 1,382,139 Own fund

07-Oct-2013 Transfers -35,000 10 10 1,347,139 Own fund

5-May-2014 Cash 67,357 10 10 1,414,496 Own fund

17-Sep-2015 Cash 40,671 10 10 1,455,167 Own fund

07-Mar-2015 Transfers -2,139 10 10 1,453,028 Own fund

Total 1,453,028

Mr. Md. Obiydur Rahman Director

4-Jul-1987 - Ordinary share

- - - 0

5.51% [●]

Own fund

1-Jun-1990 - - - - 0 Own fund

24-May-2007 - - - - 0 Own fund

15-Dec-2011 - - - - 0 Own fund

19-Dec-2011 -

- - 0 Own fund

1-Mar-2012 - - - - 0 Own fund

22-Mar-2012 Acquired

506,865 10 10 506,865 Own fund

22-Mar-2012 893,135 10 10 506,865 Own fund


17-Jun-2015 Transferred

-5,000 10 10 506,865 Own fund

-5,000 10 10 506,865 Own fund

-5,000 10 10 506,865 Own fund

-5,000 10 10 506,865 Own fund

17-Sep-2015 Cash 189,527 10 10 506,865 Own fund

17-Sep-2015 Acquired

30,000 10 10 506,865 Own fund

80,000 10 10 506,865 Own fund

80,000 10 10 506,865 Own fund

Total 1,829,527

303


Director

4-Jul-1987 Cash Ordinary

share - - - 0

3.02% [●]

Own fund

1-Jun-1990 Cash Share - - - 0 Own fund

24-May-2007 Acquired - - - 0 Own fund

15-Dec-2011 Cash - - - 0 Own fund

19-Dec-2011 Acquired

- - 0 Own fund

1-Mar-2012 Cash - - - 0 Own fund

22-Mar-2012 Cash 615,743 10 10 615,743 Own fund


27-Jun-2015 Acquired 35,087 10 10 681,617 Own fund

280,000 10 10 961,617 Own fund

17-Sep-2015 Cash 41,048 10 10 1,002,665 Own fund

12 May 2019 Acquired 60,000 10 10 1,062,665 Own fund

Total 1,062,665

Mr. Khawja Shafiqur Rahman Sponsor


500 100 100 500

0% [●]

Own fund

1-Jun-1990 Cash 1,750 100 100 2,250 Own fund

14-Feb-2004 Cash

-2,250 100 100 0 Own fund

Total 0

(e) Detail of shares issued by the company at a price lower than the issue price.

The Company has not issued any share at a price lower than the issue price. The details of share issue are as follows:

Sl. Particulars Allotment date No. of share

Face value per share

Amount in Taka at Face Value

Issue Price

1 In memorandum 1 June 1987 20,000 100 2,000,000 100

2 1st allotment was made in cash 1 June 1990 2,98,695 100 29,869,500 100

3 2nd allotment was made in cash 24 May 2007 3,18,695 100 31,869,500 100

4 3rd allotment was made through issuing bonus share

15 Dec 2011 12,74,780 10* 12,747,800 10*

5 4thallotment was made in cash 19 Dec 2011 63,73,900 10 63,739,000 10

6 5th allotment was made in cash 1 Mar 2012 1,59,77,420 10 159,774,200 10

7 6thallotment was made in through issuing bonus share

5 May 2014 15,00,000 10 15,000,000 10

8 7th allotment was made in through issuing rights share

17 Sept 2015 1,712,694 10 17,126,940 25 including Tk. 15

as premium


Note the face value of share has been chaged from BDT 100 to BDT 10 as on 9 May 2011

(f) History of significant (5% or more) changes in ownership of securities from inception

There was no significant (5% or more) changes in ownership of securities from inception in the history of the Company.

304

CHAPTER – XIII CORPORATE GOVERNANCE:

305

(a) A disclosure to the effect that the issuer has complied with the requirements of Corporate Governance

Codeof the Commission

We would like to declare that we have complied with all the requirements of the applicable regulations of

Corporate Governance Code of Bangladesh Securities and Exchange Commission (BSEC) in respect of corporate

governance including constitution of the Board and committees thereof. The corporate governance framework is

based on an effective independent Board, separation of the Board‟s supervisory role from the executive

management team and constitution of the Board Committees, as required under applicable law.

Sd/-


Managing Director


Date: 27 March 2019

(b) A compliance report of Corporate Governance requirements certified by competent authority;

Corporate Governance Compliance Certificate Report to the Shareholders of Delta Hospital Ltd., on compliance on the Corporate Governance Code

We have examined the compliance status to the Corporate Governance Code by Delta Hospital Ltd., for the year

ended on June 30, 2018.This Code relates to the Notification No BSEC /CMRRCD/2006/158/207/admin/80,

Dhaka, dated: 03 June 2018 of the Bangladesh Securities and Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the condition of the Corporate Governance Code.

This is a scrutiny and verification and an independent audit on compliance of the condition of the corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of Bangladesh(ICSB) in so far those standards are not inconsistent with any condition of this Corporate Governance Code.

We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and verification thereof, we report that, in our opinion:

(a)The Company has complied with the condition of the Corporate Governance Code as stipulated in the above mentioned Corporate Governance Code issued by the Commission.

(b)The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code.

(c) Proper books and records have been kept by the company as required under the Companies Act, 1994, the securities laws and other relevant laws, and

(d)The Governance of the company is satisfactory.

For Saifur Enayet & Associates

Sd/- Place -Dhaka. Md. Saifur Rahman FCMA Date- 14 January 2019 Principal & CEO Cost & Management Accountants

306

Status of Compliance with the Corporate Governance Code (CGC) [As per condition No. 1(5) (xxvii)]

Status of compliance with the conditions imposed by the Commission’s Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, dated 3 June 2018.

(Report under Condition No. 9)

Condition

No. Title

Compliance Status Remarks

(if Any) Complie

d

Not Complied

1.00 Board of Directors

1.(1) Board Size (minimum - 5 and maximum - 20) √

1.(2) Independent Director

1.2.(a) At least one-fifth (1/5) of the total number of board of directors shall be Independent Directors (ID); Complied

√

1.2 (b) (i) IDs do not hold any share or holds less than 1%

shares of the total paid-up shares of the Company

√

1.2(b) (ii) ID is not a sponsor and not connected with any

sponsor or director or nominated director or

shareholder or any of its associates, sister

concerns, subsidiaries and parents or holding

entities who holds one percent (1%) or more

shares of the total paid-up shares and his or her

family members shall not hold above mentioned

shares;

√

1.2 (b)(iii) ID has not been an executive of the company in

immediately preceding two financial years; √

1.2 (b)(iv) ID does not have any relationship whether

pecuniary or otherwise relationship with the

company or its subsidiary/associated companies;

√

1.2 (b)(v) ID is not a member or TREC holder, director or

officer of any stock exchange; √

1.2 (b)(vi) ID is not a shareholder, director excepting

independent director or officer of any member or

TREC holder of stock exchange or an intermediary

of the capital market;

√

1.2 (b)(vii) ID is/was not a partner or an executive of

company’s audit firms engaged in Statutory Audit

or Internal Audit or Special Audit or Compliance

Certification of the Codes during preceding three

years;

√

1.2 (b)(viii) ID shall not be independent director in more than

five listed companies; √

1.2 (b)(ix) ID has not been convicted by a court of competent

jurisdiction as a defaulter in payment of any loan

or any advance to a bank or NBFI;

√

1.2 (b)(x) ID has not been convicted for a criminal offence

involving moral turpitude; √

307

Condition

No. Title


(if Any) Complie

d

Not Complied

1.2 ( c ) Appointment of ID shall be done by Board and

approved by the shareholders in AGM. √

1.2 (d) The Post of ID cannot remain vacant more than 90

days. √

1.2 (e) The tenure of office of an ID shall be for Three

years, which may be extended for One tenure only; √

1.3 Qualification of Independent Director

1.3(a) Independent Director shall be a knowledgeable

individual with integrity who is able to ensure

compliance with financial, corporate laws,

regulatory requirements and can make meaningful

contribution to the business;

√

1.3(b)(i) ID is a Business Leader who is/was a promoter or

director of an unlisted company having minimum

paid-up capital of One Hundred million or any

listed company or a member of any national or

international chamber of commerce or business

association;

√

1.(3)(b)(ii) ID is/was a Corporate Leader as top level

executive as adopted by the code and a candidate

with equivalent position of an unlisted company

having minimum paid up capital of Tk. 100.00

million or of a listed company;

√

1(3)(b)(iii) ID was Former official of government in the

position not below 5th Grade of the national pay

scale and educational background of bachelor

degree in economics or commerce or business or

law;

√

1(3)(b)(iv) ID is/was University Teacher who has educational

background in Economics or Commerce or

Business Studies or Law;

√

1(3)(b)(v) ID is/was a professional or an advocate practicing

in the HCD of Bangladesh Supreme Court or a

CA,CMA, CFA, CCA, CPA and CS or equivalent

qualification;

√

1 (3) ( c) The ID shall have at least Ten (10) years of

experiences in any field mentioned in clause (b);

√

1 (3) (d) Special cases for relaxing qualifications or

experiences with prior approval of the

Commission;

N/A

1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief

Executive Officer:

1(4)(a) The Position of the Chairman of the Board and the

Managing Director (MD) and/or the Chief

Executive Officer (CEO) of the Company shall be

filled by different Individuals;

√

308

Condition

No. Title


(if Any) Complie

d

Not Complied

1(4)(b) MD and/or CEO of a listed Company shall not

hold the same position in another listed Company; √

1(4)(c) The Chairperson of the Board shall be elected form

among the non-executive directors; √

1(4)(d) The Board shall clearly define respective roles and

responsibilities of the Chairperson and the

Managing Director and/or CEO;

√

1(4)(e) In absence of Chairman, the remaining members may elect one from non-executive directors as Chairperson for that particular Board’s meeting; the reason of absence shall be duly recorded in the minutes.

√

1(5) The Directors’ Report to Shareholders :

1(5)(i) Industry outlook and possible future developments

in the industry; √

1(5)(ii) Segment-wise or product-wise performance;

1(5)(iii) Risks and concerns including internal and

external risk factors, threat to sustainability and

negative impact on environment, if any;

√

1(5)(iv) A discussion on Cost of Goods sold, Gross Profit

Margin and Net Profit Margin, where applicable; √

1(5)(v) A discussion on continuity of any extraordinary

activities and their implications (gain or loss);

N/A

1(5)(vi) A detailed discussion and statement on related

party transactions; √

1(5)(vii) A statement of utilization of proceeds raised

through public issues, rights issues and/or any

other instruments;

N/A

1(5)(viii) Explanation if the financial results deteriorate

after the company goes for IPO, RPO, Rights

Offer, Direct Listing, etc.;

N/A

1(5)(ix) Explanation by the Management if significant

variance occurs between Quarterly Financial

Performance and Annual Financial Statements;

N/A

1(5)(x) Remuneration to Directors including Independent

Director; √

1(5)(xi) Statement that financial statements prepared by the

management of the issuer present fairly its state of

affairs, the result of its operations, cash flows and

changes in equity;

√

1(5)(xii) Proper books of account of the issuer company

have been maintained; √

1(5)(xiii) Appropriate accounting policies have been

consistently applied in preparation to the financial

statements and that the accounting estimates are

based on reasonable and prudent judgment;

√

1(5)(xiv) International Accounting Statement (IAS)

Bangladesh Accounting Standard (BAS) √

309

Condition

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(if Any) Complie

d

Not Complied

/International Financial Reporting standard

(BFRS), as applicable in Bangladesh, have been

followed in preparation of the financial statements

and any departure there-from has been adequately

disclosed;

1(5)(xv) The system of internal control is sound in design

and has been effectively implemented and

monitored;

√

1(5)(xvi) A statement that minority shareholders have been

protected from abusive actions by, or in the interest

of, controlling shareholders acting either directly

or indirectly and have effective means of redress;

√

1(5)(xvii) There are no significant doubts upon the issuer

company's ability to continue as a going concern.

If the issuer company is not considered to be a

going concern, the fact along with reasons thereof

should be disclosed;

N/A

1(5)(xviii) Significant deviations from the last year’s

operation results of the issuer company shall be

highlighted and the reasons there of should be

explained;

N/A

1(5)(xix) Key operating and financial data of at least

preceding 5 (Five) years shall be summarized; √

1(5)(xx) If the issuer company has not declared dividend

(cash or stock) for the year;

N/A

1(5)(xxi) Board’s statement to the effect that no bonus share

or stock dividend has been or shall be declared as

interim dividend;

N/A

1(5)(xxii) The number of Board meetings held during the

year and attendance by each Director; √

1(5)(xxiii) A report on the pattern of shareholding disclosing

the aggregate (name wise details); √

1(5)(xxiii)(a) Parent/Subsidiary/Associated Companies and

other related parties (name wise details); √

1(5)(xxiii)(b) Directors, CEO, Company Secretary, CFO, HIAC

and their spouses and minor children (name wise

details);

√

1(5)(xxiii)(c) Executives; √

1(5)(xxiii)(d) Shareholders holding ten percent (10%) or more

voting interest in the company (name wise details);

N/A

1(5)(xxiv) In case of the appointment/re-appointment of a

director the company shall disclose the following

information to the shareholders:

√

1(5)(xxiv)(a) A brief resume of the director; √

1(5)(xxiv)(b) Nature of his/her expertise in specific functional

areas; √

1(5)(xxiv)(c) Names of the companies in which the person also √

310

Condition

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(if Any) Complie

d

Not Complied

holds the directorship and the memberships of

committees of the Board;

1(5)(xxv) Management discussion and analysis signed by

CEO/MD presenting detail analysis of the

company’s position and operations along with a

brief discussion of changes in the financial

statements, among others, focusing on:

√

1(5)(xxv)(a) Accounting policies and estimation for preparation

of financial statements; √

1(5)(xxv()b) Presenting detailed Changes in accounting policies

and estimation as well as cash flows on absolute

figure for such changes;

√

1(5)(xxv(c ) Comparative analysis (including effects of

inflation) of financial performance and position

as well as cash flows for current financial year

with immediate preceding five years explaining

reasons thereof;

√

1(5)(xxv)(d) Compare such financial performance or results

and financial position as well as cash flows with

the peer industry scenario;

√

1(5)(xxv)(e) Briefly explain the financial and economic

scenario of the country and globe; √

1(5)(xxv)(f) Risks and concerns issues related to the financial

statements, explaining such risk and concerns

mitigation plan of the company;

√

1(5)(xxv)(g) Future plan or projection or forecast for

company’s operation, performance and financial

position, with justification thereof, i.e., actual

position shall be explained to the shareholders in

the next AGM;

√

1(5)(xxvi) Declaration or certification by the CEO and the

CFO to the Board as required under condition No.

3(3) shall be disclosed as per Annexure-A;

√

1(5)(xxvii) The report as well as certificate regarding

compliance of conditions of this Code as required

under condition No. 9 shall be disclosed as per

Annexure -B and as per Annexure-C.

√

1(6) Meeting of the Board of Directors: Conducting

Board meetings and recording the minutes of the

meetings and keeping required books and records

in line BSS as adopted by the ICSB;

√

1(7) Code of Conduct for the Chairperson, other Board

members and Chief Executive Officer:

1(7)(a) The Board shall lay down a code of conduct, based

on the recommendation of the Nomination and

Remuneration Committee(NRC);

√

1(7)(b) The code of conduct as determined by the NRC √

311

Condition

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(if Any) Complie

d

Not Complied

shall be posted on the website of the company

including, among others, prudent conduct and

behavior;

2 Governance of Board of Directors of Subsidiary

Company:

2(a) Provisions relating to the composition of the Board

of the holding company shall be made applicable

to the composition of the Board of the subsidiary

Company;

N/A

2(b) At least 1 (One) Independent Director of holding

company shall be a director on the Board of

subsidiary company;

N/A

2(c) Minutes of subsidiary to be placed in the meeting

of holding company;

N/A

2(d) The minutes of the respective Board meeting of the

holding company shall state that they have

reviewed the affairs of the subsidiary company

also;

N/A

2(e) The Audit Committee of the holding company shall

also review the financial statements in particular

the investments made by the subsidiary company.

N/A

3 Managing Director (MD) or Chief Executive Officer(CEO), Chief Financial Officer

(CFO), Head of Internal Audit and Compliance (HIAC) and Company Secretary(CS):

3.1 Appointment:

3(1)(a) The Board shall appoint a MD or CEO, CS,

CFO and HIAC; √

3(1)(b) The positions of the MD or CEO, CS, CFO and

HIAC shall be filled by different individuals; √

3(1)(c) The MD or CEO, CS, CFO, and HIAC of a listed

company shall not hold any executive position in

any other company at the same time;

√

3(1)(d) The Board shall clearly define respective roles,

responsibilities and duties of the CFO, the HIAC

and the CS;

√

3(1)(e) MD or CEO, CS, CFO, and HIAC shall not be

removed from their position without approval of

the Board and be disseminated to the commission

and stock exchange(s).

√

3 (2) Requirement to attend Board of Directors’

Meetings: MD or CEO, CS, CFO and HIAC shall

attend the meetings of the Board;

√

3.3 Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial

Officer (CFO):

3(3)(a)(i) The statements do not contain any materially

untrue statement or omit any material fact or

contain statements that might be misleading;

√

3(3)(a)(ii) The statements together present a true and fair √

312

Condition

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(if Any) Complie

d

Not Complied

view of the company’s affairs and are in

compliance with existing accounting standards and

applicable laws;

3(3)(b) Certification of CEO and CFO that to the best of

their knowledge and belief there was no

fraudulent, illegal transactions during the year;

√

3(3)( c) The certification of the MD/CEO and CFO shall be

disclosed in the Annual Report. √

4. Board of Directors’ Committee:

4 (i) Audit Committee √

4 (ii) Nomination and Remuneration Committee √

5. Audit Committee:

5(1) Responsibility to the Board of Directors

5(1) (a) Company shall have an Audit Committee as a sub-

committee of the Board. √

5(1) (b) Audit Committee shall assist the Board in ensuring

that the financial statements reflect true and fair

view of the state of affairs of the Company and in

ensuring a good monitoring system within the

business;

√

5(1) (c) Audit Committee shall be responsible to the Board.

The duties of Audit Committee shall be clearly set

forth in writing.

√

5.2 Constitution of the Audit committee:

5(2) (a) The Audit Committee shall be composed of at least

3 (three) members. √

5(2) (b) Board shall appoint members of the Audit

Committee who shall be non-executive directors of

the company excepting Chairperson of the Board

and shall include at least one Independent

director(ID);

√

5(2) (c ) All members of the Audit Committee should be

“financially literate” and at least 1 (one) member

shall have accounting or related financial

management background and 10 years of such

experience;

√

5(2) (d) When the term of service of the Committee

members expires or there is any circumstance

causing any Committee member to be unable to

hold office until

expiration of the term of service, thus making the

number of the Committee members to be lower

than the prescribed number of 3 (three) persons,

the Board of Directors shall appoint the new

Committee member(s) to fill up the vacancy(ies)

immediately or not later than 1 (one) month from

the date of vacancy(ies) in the Committee to ensure

√

313

Condition

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(if Any) Complie

d

Not Complied

continuity of the performance of work of the Audit

Committee;

5(2) (e) The Company Secretary shall act as the Secretary

of the Audit Committee; √

5(2)(f) The quorum of the Audit Committee meeting shall

not constitute without at least 1 (one) independent

director;

√

5.3 Chairperson of the Audit Committee:

5(3)(a) The Board of Directors shall select 1 (one) member

of the Audit Committee to be Chairman of the Audit

Committee, who shall be an independent director;

√

5(3)(b) Election of Chairman of the particular meeting in

absence of regular Chairperson of Audit

Committee recording the reasons of such absence

in the minutes.

√

5(3)( c) Chairperson of the Audit Committee shall remain

present in the AGM. √

5.4 Meeting of the Audit Committee:

5(4)(a) The Audit Committee shall conduct at least 4

meetings in a financial year. √

5(4)(b) Quorum of Audit Committee, presence of 2 or 2/3

members whichever is higher, where presence of

an ID is a must.

√

5.5 Role of Audit Committee:

5(5)(a) Oversee the financial reporting process; √

5(5)(b) Monitor choice of accounting policies and

principles; √

5(5)(c ) Internal Audit and Compliance process to ensure

that it is adequately resourced; √

5(5)(d ) Oversee hiring and performance of external

auditors; √

5(5)(e) Hold meeting with the auditors, review the annual

financial statements before submission to the

Board for approval or adoption;

√

5(5)(f ) Review along with the management, the annual

financial statements before submission to the board

for approval;

√

5(5)(g ) Review along with the management, the quarterly

and half yearly financial statements before

submission to the board for approval;

√

5(5)(h ) Review adequacy of internal audit function; √

5(5)(i) Review the management’s discussion and analysis

before disclosing in the Annual Report; √

5(5)(j ) Review statement of all related party transactions

submitted by the management; √

5(5)(k ) Review management letters or letter of Internal

Control weakness issued by statutory auditors; √

314

Condition

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(if Any) Complie

d

Not Complied

5(5)(l ) Oversee the determination of audit fees based on

scope and magnitude, level of expertise deployed

and time required for effective audit and evaluate

the performance of external auditors;

√

5(5)(m ) Oversee whether the proceeds raised IPO or RPO

or Rights Share Offer have been utilized per the

purposes stated in relevant offer document or

prospectus approved by the Commission;

N/A

5.6 Reporting of the Audit Committee:

5.6 (a) Reporting to the Board of Directors

5(6)(a)(i) The Audit Committee shall report on its activities

to the Board. √

5(6)(a)(ii) The audit committee shall immediately report to the board on the following findings, if

any:-

5(6)(a)(ii)(a) Report on conflicts of interests; No such

incidence

arose

5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or

material defect identified in the internal audit and

compliance process;

No such

incidence

arose

5(6)(a)(ii)(c) Suspected infringement of laws, regulatory

compliance including securities related laws, relies

and regulation;

No such

incidence

arose

5(6)(a)(ii)(d) Any other matter which the Audit Committee

deems necessary shall be disclosed to the Board

immediately;

No such

incidence

arose

5.6 (b) Reporting to the Authorities: If any material

impact on the financial condition and results of

operation, unreasonably ignored by the

management;

No such

reportabl

e

incidence

arose

5.7 Reporting to the Shareholders and General

Investors: Report on the activities carried out by

the Audit Committee, including any report made to

the Board of Directors under condition 5(6)(a)(ii);

√

6 Nomination and Remuneration Committee (NRC):

6.1 Responsibility to the Board of Directors

6(1)(a) The company shall have a NRC as a sub-committee

of the Board. √

6(1)(b) The NRC shall assist the Board in formulation of

the nomination criteria or policy for determining

qualifications, positive attributes experiences and

independence of directors and top level executive

as well as a policy for formal process of

considering remuneration of directors, top level

executive;

√

6(1)(c) The Terms of Reference (ToR) of the NRC shall be √

315

Condition

No. Title


(if Any) Complie

d

Not Complied

clearly set forth in writing covering the areas

stated at the condition No. 6(5)(b);

6.2 Constitution of the NRC

6(2)(a) The Committee shall comprise of at least three

members including an independent director (ID); √

6(2)(b) All members of the Committee shall be non-

executive directors; √

6(2)(c) Members of the Committee shall be nominated and

appointed by the Board; √

6(2)(d) Board shall have authority to remove and appoint

any member of the committee; √

6(2)(e) In case of death, resignation, disqualification, or

removal of any member of the Committee or in any

other cases of vacancies, the board shall fill the

vacancy within 180 (one hundred eighty) days of

occurring such vacancy in the Committee;

√

6(2)(f) The Chairperson of the Committee may appoint or

co-opt any external expert and/or member(s) of

staff to the Committee as advisor who shall be non-

voting member, if the Chairperson feels that advice

or suggestion from such external expert and/or

member(s) of staff shall be required or valuable for

the Committee;

√

6(2)(g) The company secretary shall act as the secretary of

the committee; √

6(2)(h) The quorum of the NRC meeting shall not

constitute without attendance of at least an

independent director;

√

6(2)(i) No member of the NRC shall receive, either

directly or indirectly, any remuneration for any

advisory or consultancy role or otherwise, other

than Director’s fees or honorarium form the

company;

√

6.3 Chairperson of the NRC

6(3)(a) The Board shall select 1 (one) member of the NRC

to be Chairperson of the Committee, who shall be

an independent director;

√

6(3)(b) In the absence of the Chairperson of the NRC, the

remaining members may elect one of themselves as

Chairperson for that particular meeting, the reason

of absence of the regular Chairperson shall be duly

recorded in the minutes;

√

6(3)(c) The Chairperson of the NRC shall attend the

annual general meeting (AGM) to answer the

queries of the shareholders;

√

6.4 Meeting of the NRC

6(4)(a) The NRC shall conduct at least one meeting in a √

316

Condition

No. Title


(if Any) Complie

d

Not Complied

financial year;

6(4)(b) The Chairperson of the NRC, may convene any

emergency meeting upon request by any member of

the NRC;

√

6(4)(c) The quorum of the meeting of the NRC shall be

constituted in presence of either two members or

two third of the members of the Committee,

whichever is higher, where presence of an

independent director is must as required under

condition No. 6(2)(h);

√

6(4)(d) The proceedings of each meeting of the NRC shall

duly be recorded in the minutes and such minutes

shall be confirmed in the next meeting of the NRC;

√

6.5 Role of NRC

6(5)(a) NRC shall be independent and

responsible/accountable to the Board and to the

shareholders;

√

6(5)(b)(i)(a) NRC shall oversee, formulate & recommend to the

Board regarding the level and composition of

remuneration is reasonable and sufficient to

attract, retain and motivate suitable directors to

run the company successfully;

√

6(5)(b)(i)(b) Relationship of remuneration to performance is

clear and meets appropriate performance

benchmarks;

√

6(5)(b)(i)(c) Remuneration to directors, top level executive

involves a balance between fixed and incentive pay

reflecting short and long term performance

objectives appropriate to the working of the

company and its goals;

√

6(5)(b)(ii) Devising a policy on Board’s diversity taking into

consideration age, gender, experience, ethnicity,

educational background and nationality;

√

6(5)(b)(iii) Identifying persons who are qualified to become

directors and who may be appointed in top level

executive position in accordance with the criteria

laid down, and recommend their appointment and

removal to the Board;

√

6(5)(b)(iv) Formulating criteria for evaluation of performance

of independent directors and the Board; √

6(5)(b)(v) Identifying the company’s needs for employees

at

different levels and determine their selection,

transfer or replacement and promotion criteria;

√

6(5)(b)(vi) Developing recommending and reviewing annually

the company’s human resources and training

policies.

√

317

Condition

No. Title


(if Any) Complie

d

Not Complied

6(5)(c ) The company shall disclose the nomination and

remuneration policy and the evaluation criteria

and activities of NRC at a glance in its annual

report.

√

7 External or Statutory Auditors

7(1) The issuer company shall not engage its external or statutory auditors to perform the

following services of the company, namely:-

7(1)(i) Appraisal or valuation services or fairness

opinions; √

7(1)(ii) Financial information systems design and

implementation; √

7(1)(iii) Book-keeping or other services related to the

accounting records or financial statements; √

7(1)(iv) Broker-dealer services; √

7(1)(v) Actuarial services; √

7(1)(vi) Internal audit services or special services; √

7(1)(vii) Any other service that the Audit Committee

determines; √

7(1)(viii) Audit or certification services on compliance of

corporate governance as required under condition

No. 9(1);

√

7(1)(ix) Any other service that may create conflict of

interest. √

7(2) No partner or employees of the external audit firms

shall possess any share of the company they audit

at least during the tenure of their audit assignment

of that company; his or her family shall not hold

any shares in the said company.

√

7(3) Representative of external or statutory auditors

shall remain present in the Shareholders’ Meeting

(Annual General Meeting or Extraordinary

General Meeting) to answer the queries of the

shareholders;

√

8 Maintaining a website by the company

8(1) The company shall have an official website linked

with the website of the stock exchange. √ www.delta-

hospital.com

8(2) The company shall keep the website functional

from the date of listing. √

8(3) The company shall make available the detailed

disclosures on its website as required under the

listing regulations of the concerned stock

exchange(s).

√

9 Reporting and Compliance of Corporate Governance

9(1) The company shall obtain a certificate from a

practicing Professional Accountant/Secretary

(Chartered Accountant/ Cost and Management

Accountant / Chartered Secretary) other than its

√



318

Condition

No. Title


(if Any) Complie

d

Not Complied

statutory auditor or audit firm on yearly basis

regarding compliance of conditions of Corporate

Governance Code of the Commission and shall

such certificate shall be disclosed in the Annual

Report.

9(2) The professional who will provide the certificate on

compliance of Corporate Governance shall be

appointed by the Shareholders in the AGM.

To be complied

in the next

AGM

9(3) The directors of the company shall state, in

accordance with the Annexure-C attached, in

the directors’ report whether the Company has

complied with these conditions or not.

√

(c) Details relating to the issuer's audit committee and remuneration committee, including the names of

ommittee members and a summary of the terms of reference under which the committees operate. Issuer's Audit Committee In accordance with the currently accepted Best Practice and Corporate Governance Code adopted by Bangladesh

Securities and Exchange Commission (BSEC), the Board appointed Audit Committee comprises of the following

NonExecutive and Independent Directors of the Company:

Sl. Name of committee member& position in the Company Designation in the Committee

1 Mr. Kamran Idris Choudhury FCA, Independent Director Chairman

2 Dr. Syed Mukarram Ali, Director & Managing Director Member

3 Mr. Md. Habibur Rahman, Director Member

4 *Mr. A.Q.M Nurul Absar, Director Member

5 Mrs. Nazimin Showkat Ali, Director Member

6 Mr. Mizanur Rahman Sarker, Director Member

7 Dr. Shamim Jahangir Ahmed, Independent Director Member

8 Mr. Al- Mamun, Company Secretary Member Secretary

*The Company established the Audit Committee on 3 March, 2018. It is also notable that Mr. A.Q.M Nurul Absar,

Director has died on 7 may 2019..

319

Terms of reference of Audit Committee

The main objective of the Audit Committee is to assist the Board of Directors to effectively carry on its

responsibilities relating to financial and other relevant affairs of the Company. The Committee is empowered to

monitor, review and examine the following: ‐

Oversee the financial reporting process.

Monitor implementation/ following the accounting policies and principles.

Monitor Internal Control Risk Management Process.

Oversee hiring and performance of external auditors.

Review along with the management, the Annual Financial Statements before submission to the Board for

approval.

Review along with the management, the Quarterly and Half Yearly Financial Statements beforesubmission

to the Board for approval.

Review the adequacy of Internal Audit team performance in terms of internal audit report.

Review statement of significant related party transactions submitted by the management.

Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors.

When money is raised through Initial Public Offering (IPO)/Repeat Public Offering (RPO)/Rights Issue,

the company shall disclose to the Audit Committee about the uses/applications of funds by major category

(capital expenditure, sales and marketing expenses, working capital, etc.), on a quarterly basis, as a part of

their quarterly declaration of financial results. Further, on an annual basis, the company shall prepare a

statement of funds utilized for the purposes other than those stated in the offer document/prospectus.

Nomination &Remuneration Committee The Remuneration Committee consists of the following persons:

Sl. Name of committee member & position in the Company Designation in the Committee

1 Mr. Kamran Idris Chowdhury, FCA Chairman

2 Dr. Syed Mukarram Ali, Managing Director Member

3 Engr. Mir Amjad Hussain, Director Member

4 Mr. Abu Saleh Abdul Muiz, Member

4 Mr. Al Mamun, ACS Member Secretary

Summary of terms of reference

The Nomination &Remuneration Committee shall be responsible for all elements of the

wages/salary/remuneration of all the employees as well as of the Board of Directors and the chairman of the

Company, including pension rights and compensation (i.e. damages) payments. Major responsibilities of the

committee, among others, include:

To determine the policy for the wages/salary ("the Policy") (including benefits, compensation and termination payments) of the employees and ensure that the Report is put to Chairman for approval;

To determine the policy for the remuneration ("the Policy") (including benefits, compensation and termination payments) of the Chairman of the Board, officer, the Board of Directors of the Company and ensure that the Directors‟ Remuneration Report is put to shareholders for approval at the AGM;

When setting the Policy for directors, review and have regard to pay and employment conditions across the Company or group, especially when determining annual salary increases;

To be aware of and oversee any major changes in Policy or employee benefit structures throughout the Company or group;

320

CHAPTER – XIV Valuation Report of securities prepared by the Issue Manager

321

Valuation Report of securities prepared by the Issue Manager

(Rules - 5(B)(14), Annexure - E)

The valuation report of securities shall be prepared on the basis of the financial and all other information pertaining to the issue. The fair value is determine under different valuation methods referred in 5(B)(14) under clause no Annexure–E, of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015. The following table illustrates the calculation of fair value of Delta Hospital Limited under different methods:

Summary of valuation

Sl. Method used BDT

Method-1 Net Asset Value (NAV) per share with revaluation as on 30 June 2019 45.84

Net Asset Value (NAV) per share without revaluation as on 30 June 2019 16.62

Method-2 Earning–based value calculated on the basis of weighted average of net profit after tax for immediate preceding five year

23.82

Method-3 Average market price per share of similar stock for the last one year 68.36

Justification of the valuation of share price of Delta Hospital Limited

The valuation report of securities of Delta Hospital Limited has been prepared considering qualitative and quantitative factors of the Issuer. The factors are as follows:

Qualitative factors

Some of the qualitative factors that help differentiate Delta Hospital Limited from their competitors and enable them to compete successfully in the industry are as follows: • Experienced directors backed by professional management team • Favorable government policies for health care sector due to

Huge demand in the local market

Opportunity for expansion of business

Competitive advantage due to cancer treatment facilities are provided few hospital against its increasing demand

Quality service • Technologically competent project • Strategic location of the project and well connected to every corner of the country

Long standing relationship with patients & doctors

Sound track record

Specialized doctors

Having brand image

Earnings growth is positive

Substantial equity base

Low loan burden

Quantitative factors

Information presented in this red-herring prospectus is derived from audited financial statements of Delta Hospital Limited for the year ended on 30 June 2019, 2018, 2017, 2016, and 2015 as prepared in accordance with BAS and BFRS.

Again, financial information of peer companies has been considered from the latest annual report the respective companies along with DSE monthly review and DSE website.

Method of valuation

We have considered the following methods to determine the share price of Delta Hospital Limited:

Sl. Methods applied Sources of information Authenticity

1. Net Asset Value (NAV) per share at historical cost and current cost basis

Audited accounts as on 30 June 2019

The information is given in the audited accounts has been authenticated by the Board of Directors and subsequently by the auditors

2. Earnings based value per share based on weighted average EPS of last five years

Audited accounts as on 30 June 2019, 2018, 2017, 2016 and 2015 Sector PE and Market PE data has been collected from DSE monthly review

322

3. Average market price per share of similar stock for the last one year immediately prior to the offer for common stocks with reference

DSE website (www.dsebd.org)

The information disseminated in the website has been duly authenticated by the management of DSE.

Method-1: A. Net Asset Value (NAV) per share with revaluation Audited financial statements

As on 30 June 2019

Sl. Particulars Amount (Taka)

A. Share capital 332,126,940

B. Share premium 25,690,410

C. Retained earnings 194,053,229

D. Revaluation surplus 970,725,349

E. Total shareholders' equity as at 30 June 2019 (A+B+C+D) 1,522,595,928

F. Number of shares outstanding as on 30 June 2019 33,212,694

G. Net Asset Value (NAV) per share with revaluation (E/F) 45.84

B. Net Asset Value (NAV) per share without revaluation Audited financial statements

As on 30 June 2019

Particulars Amount (Taka)

A. Share capital 332,126,940

B. Share premium 25,690,410

C. Retained earnings 194,053,229

D. Total shareholders' equity as at 30 June 2019 (A+B+C) 551,870,579

E. Number of shares outstanding as on 30 June 2019 33,212,694

F. Net Asset Value (NAV) per share with revaluation (E/F) 16.62

Method-2: Earnings based value per share

Financial year No. of outstanding shares

Weight (%) Net profit after tax (Taka)

Weighted net Profit after tax (Tk.)

30-June-15 31,500,000 19.37% 43,645,244 8,453,280 30-June-16 33,212,694 20.42% 61,771,524 12,614,504 30-June-17 33,212,694 20.42% 67,928,523 13,871,839 30-June-18 33,212,694 20.42% 68,999,833 14,090,613 30-June-19 33,212,694 20.42% 69,904,158 14,274,429

Total 162,638,082 100% 63,304,665 a. Weighted net profit after tax 63,304,665

b. Number of shares as on 30 June 2019 33,212,694

c. Weighted average earnings per share (a/b) 1.91

d. Average sector PE for the last 3 months (September 2019, October 2019 and November 2019)

12.47

e. Earnings based value per share (Tk.) (c*d) 23.82

Calculation of Price Earnings ratio (P/E ratio)

Particulars September-

2019 October-2019

November-2019

Average

Sector PE (Services & Real Estate) 13.20 12.22 11.99 12.47

Market PE 13.36 12.61 12.26 12.74

P/E considered lower of average sector PE and Market PE 12.47

Source: Dhaka Stock Exchange Limited Monthly Review (September 2019, October 2019 and November 2019)

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Method-3 Average market price of similar stock based valuation

Sl Name of the Peer

Company

Period (December 2018 to November 2019)

Last one year average Lowest price

Last one year average Highest Price

Average Last one year average Closing Market Price

1 Samorita Hospital Limited

65.53 71.28 68.40 68.36

Average of Lowest price and Highest price is 68.40

lower of Average of last one year High and Low Price and Last One year Average Closing Market Price from December 2018 to November 2019

68.36

Value of share of Delta Hospital Limited based on Similar stock price valuation method considering lower of Average of last one year High and Low Price and Last One year Average Closing Market Price from December 2018 to November 2019

68.36

Price chart of Samorita Hospital Limited for last one year

Sl Month Closing Price Highest Price Lowest Price

1 November,2019 70.80 73.60 60.30

2 October, 2019 60.40 64.80 58.30

3 September,2019 65.00 71.90 65.00

4 August, 2019 70.80 73.50 66.70

5 July, 2019 66.00 69.20 61.80

6 June,2019 68.90 69.40 67.50

7 May, 2019 68.10 70.20 66.90

8 April,2019 68.00 68.00 64.80

9 March,2019 68.10 70.60 67.00

10 February, 2019 70.90 73.80 70.90

11 January, 2019 73.10 77.60 69.90

12 December, 2018 70.20 72.70 67.30

Last one year Average closing price 68.36

Last one year Highest Price - 71.28

Last one year lowest price - - 65.53

Reference:DSE website (www.dsebd.org)

Explanation for consideration of Peer Company:

a. The nature of business of Delta Hospital Limited is to provide service. Accordingly, Service & Real estate sector shall be the appropriate sector as categorized by Dhaka Stock Exchange Limited.

b. There are only 04 (four) companies are under service and real estate sector. Due to nature of business of Samarita Hospital are similar to the Delta Hospital Limited so we consider only Samarita Hospital is the Peer Company of Delta Hospital Limited

Basis of calculation for determination of valuation of share of Delta Hospital Limited based on average market price of similar stock listed in DSE under Service & Real Estate sector:

1. The average of last one year closing price of the peer company from December 2018 to November 2019 is considered;

2. The average price of last one year highest and lowest market price of Peer Company is considered

3. The lower of last one year average closing price of the peer company and The average of highest and lowest market

price is considered.

Conclusion: From the above analysis we can state that the fair value of Delta Hospital Limited under different method seems to be reasonable and fair. Considering all qualitative and quantitative factors along with industry and market of healthcare industry, past track record of performance and future growth prospective of the issuer, we assume that the valuation of share price of Delta Hospital Limited is justified and shall be reasonable to the investors.

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CHAPTER – XV Debt Securities

325

Debt Securities

(a) The terms and conditions of any debt securities that the issuer company may have issued or is planning to issue within next six months, including their date of redemption or conversion, conversion or redemption features and sinking fund requirements, rate of interest payable, Yield to Maturity, encumbrance of any assets of the issuer against such securities and any other rights the holders of such securities may have; The Company has not issued or is planning to issue any debt securities within six months (b) All other material provisions giving or limiting the rights of holders of each class of debt securities outstanding or being offered, for example subordination provisions, limitations on the declaration of dividends, restrictions on the issuance of additional debt or maintenance of asset ratios;

The Company has not issued or is planning to issue any debt securities within six months (c) Name of the trustee(s) designated by the indenture for each class of debt securities outstanding or being offered and describes the circumstances under which the trustee must act on behalf of the debt holders; The Company has not issued or is planning to issue any debt securities within six months. Therefore, there are no such trustees for this issue (d) Repayment or redemption or conversion status of such securities. The Company has not issued or is planning to issue any debt securities within six months. Therefore, there are no such repayments or redemption or conversion status of such securities.

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CHAPTER – XVI PARTIES INVOLVED AND THEIR RESPONSIBILITIES:

327

Parties involved and their responsibilities

The following parties having their respective key responsibilities are involved with the IPO proceedings of Delta Hospital Limited. Sl. Category Name of parties Key responsibilities

(a) Issue Manager; Prime Finance Capital Management Limited

The Issue Manager will assist the Issuer in managingthe proposed public issue of shares under purview ofthe Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015

(b) Underwriters; 1. BetaOne Investments Limited



4. Citizen Securities &

Investment Ltd.




8. ICB Capital Management

Limited

9. Jamuna Bank Capital

Management Ltd.

10. LankaBangla Investments

Limited

11. NBL Capital and Equity

Management Ltd.


13. Prime Finance Capital

Management Limited

In case of under-subscription in any category by up to 35% in an

initial public offer, the unsubscribed portion of securities shall be

taken up by the underwriter(s)

If and to the extent that the shares are offered to the public by a

prospectus authorised hereunder shall not have been subscribed

and paid for in cash in full by the closing date of subscription, the

Company shall within 10 (Ten) days of the closure of subscription

call upon the underwriter in writing with a copy of the said

writing to the Bangladesh Securities and Exchange Commission,

to subscribe or procure subscriber to subscribe the shares not

subscribed within the closing date and to pay for in cash in full,

inclusive of any premium if applicable, for such unsubscribed

shares within 15 (Fifteen) days after being called upon to do so.

The received amount shall be credited in the share subscription

account of the Company within the said period. If payment is

made by Cheque/Bank Draft by the underwriter it will be deemed

that the underwriter has not fulfilled his obligation towards the

underwriting commitment under this Agreement, until such time

as the Cheque/Bank Draft has been encashed and the Company‟s

share subscription account credited. In any case within

7 (seven) days after the expiry of the aforesaid 15 (fifteen) days,

the Company shall send proof of subscription and payment by the

underwriter to the Commission.

(c) Statutory Auditors;

FAMES & R


Mrs. Fouzia Haque,FCA Engagement Partner

To express an opinion on the financial statements based on their audit. Auditor will conduct the audit in accordance with Bangladesh Standards on Auditing and related laws and regulations.

(d) Cost Auditor; N/A

(e ) Valuer; G.K Adjusters Limited The valuer responsibility is to conduct and prepare valuation report on the assets of the Company. In this regard the valuer inspected the issuer premises, measures the asset value and made relevant queries on it and assesses the fair value of assets.

(f) Credit Rating Company.

Credit Rating Agency of Bangladesh Limited

The credit rating company is responsible for conducting the rating regarding creditworthiness of the Company in short term and long term.

328

CHAPTER–XVII MATERIAL CONTRACTS:

329

(a) Major agreements entered into by the issuer;

The following are material contracts have been entered into by the Company:

1. Issue Management agreement between the Company and Prime Finance Capital Management Limited 2. Underwriting agreement between the Company and with the following underwriters:

(a) BetaOne Investments Limited

(b) BMSL Investment Ltd.

(c) CAPM Advisory Limited

(d) Citizen Securities & Investment Ltd.

(e) EBL Investments Limited

(f) GSP Investments Ltd.

(g) Green Delta Capital Limited

(h) ICB Capital Management Limited

(i) Jamuna Bank Capital Management Ltd.

(j) LankaBangla Investments Limited

(k) NBL Capital and Equity Management Ltd.

(l) PLFS Investments Limited

(m) Prime Finance Capital Management Limited 3. Registrar to the Issue agreement with ICB Capital Management Limited

(b) Material parts of the agreements; Particulars Issue Management Agreement Underwriting Agreement Registrar to the Issue agreement

Signing date 9 March 2016 9 October 2016 12 June 2016

Major terms and Condition

1. Due Diligence and Financial

Analysis

(a) The Issue Manager shall in compliance with the regulatory requirements, conduct due diligence appraisal of the company‟s affairs for ensuring proper disclosure of all material facts.

(b) The Issue Manager shall as part of its due diligence appraisal examine and independently verify all relevant documents and materials, as furnished by the company and also may discuss with the directors, officers and other agencies of the company to ensure true, fair and adequate material disclosure in the prospectus.

(c) The Issue Manager shall as part of its due diligence appraisal, verify the compliance of all legal requirements relating to the PUBLIC ISSUE.

(d)After due verification, the Issue Manager shall issue a due diligence certificate in favor of the Company to execute the

1. In case of under-subscription in any

category by up to 35% in an initial

public offer, the unsubscribed

portion of securities shall be taken up

by the underwriter.

2. If and to the extent that the shares

are offered to the public by a

prospectus authorised hereunder

shall not have been subscribed and

paid for in cash in full by the closing

date of subscription, the Company

shall within 10 (Ten) days of the

closure of subscription call upon the

underwriter in writing with a copy of

the said writing to the Bangladesh

Securities and Exchange

Commission, to subscribe or procure

subscriber to subscribe the shares not

subscribed within the closing date

and to pay for in cash in full,

inclusive of any premium if

applicable, for such unsubscribed

shares within 15 (Fifteen) days after

being called upon to do so. The

received amount shall be credited in

the share subscription account of the

Company within the said period. If

a. The Registrar shall ensure due compliance of the Book-building procedures and the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015. b. The Registrar shall coordinate all other actions necessary for completing the post-issue functions or to comply with the regulatory requirements with the support of Issuer. c. The Registrar shall coordinate for completing the post-issue processing activities for public issue of the Company within the stipulated time as specified by the Bangladesh Securities and Exchange Commission. d. The Registrar will have to complete all statements and ensure timely delivery of them to the relevant authorities /organizations. e. The Registrar will have to deliver one soft copy of entire database of all applications to the Company in the format and headings specified by the

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PUBLIC ISSUE in compliance with the Bangladesh Securities and Exchange Commission (Public issue) Rules, 2015

2. Price discovery and Book

Building

a) The Issue Manger will assist the Issuer in invitation of Eligible Investors (EIs) to attend in Road Show both in writing and through publication.

b) The Issue Manager will assist the Issuer to finalize the red herring prospectus on the basis of comments and observations of the EIs participated in the Road Show.

c) The Issue Manager in association with the Issuer and the Registrar to the Issue will assists in carry out the EIs bidding process after getting consent from the BSEC regarding BIDDING.

3. Public Issue

a) The issue Manager shall conduct the public issue for the general investors at the cut off price as determined through bidding of Book Building process.

b) The whole process of public issue including the Bidding process and determination of CUT OFF PRICE for the general public shall be in compliance with the Bangladesh Securities and Exchange Commission (Public issue) Rules, 2015

4. Advising on Issue

The Issue Manager shall advise

the Issuer on appropriate size and

structure of the Issue and other

incidental matters connected with

or arising out of the Issue.

5. Regulatory Compliance

a) The Issue Manager shall ensure compliance of the Bangladesh Securities and Exchange Commission (Public issue) Rules, 2015, Listing Regulations of the Stock Exchanges, The Companies Act, 1994, Securities and Exchange Ordinance and other relevant rules, regulations, practices, directives

payment is made by Cheque/Bank

Draft by the underwriter it will be

deemed that the underwriter has not

fulfilled his obligation towards the

underwriting commitment under this

Agreement, until such time as the

Cheque/Bank Draft has been

encashed and the Company‟s share

subscription account credited. In any

case within

7 (seven) days after the expiry of the

aforesaid 15(fifteen) days, the

Company shall send proof of

subscription and payment by the

underwriter to the Commission.

The underwriter warrants and represents that it has certificate of registration from the Bangladesh Securities and Exchange Commission to fully underwrite or place primary securities in a firm commitment basis.

Company.

331

and guidelines as are in force for the time being and applicable for the issuer company.

b) In addition to above, the Issue Manager shall comply with all other conditions imposed by the Bangladesh Securities and Exchange Commission (BSEC) in course of Managing the ISSUE under book building method.

6.Underwriting

a) The Issue Manager shall assists

in preparing underwriting

agreement for the underwriters.

b) The Issue Manager shall recommend the Issuer a list of prospective underwriters and at the advice of the Issuer shall approach and negotiate with them.

c) The Issue Manager shall carry out necessary documentations related to underwriting.

Fees amount 2.00% on the public offer amount (including premium)

0.50% on 35% of the public offer amount (including premium)

Tk. 1,500,000 (Taka fifteen lac)

Signed by Managing Director of Delta Hospital Limite (Issuer) and Prime Finance Capital Management Limited (Issue Manager)

Managing Director /Chief Executive Officer of Delta Hospital Limite (Issuer) and respectiveUnderwriters

Managing Director /Chief Executive Officer of Delta Hospital Limite (Issuer) and ICB Capital Management Limited (Registrar to the Issue)

(c) Fees payable to different parties.

1.Fees payable to theIssue Manager As per Rule 14 of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Issue Manager will get 2%on the Public Offering amount as issue management fee. 2.Fees payable to theRegistrar to the Issue

The Company shall pay to the Registrar to the Issue a feeamounting Tk. 1,500,000 (Taka fifteen lac)only for rendering registrar to the Issue related services. 3.Fees payable to the Registrar to the Issue Credit Rating Company

The Company paid to the credit rating company a fee amounting Tk. 200,000 (Taka two lac) only for rendering rating service.

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CHAPTER – XVIII LITIGATIONS, FINE OR PENALTY:

333

(a) The following litigations including outstanding litigations against the issuer or any of its directors and fine or penalty imposed by any authority.

The Issuer or Director or of Delta Hospital Limited was not involved in any of the following types of legal proceedings are mentioned below:

(i) Litigation involving Civil Laws; There is no conviction of the issuer or director (s) in a civil proceeding

(ii) Litigation involving Criminal Laws; There is no conviction of the issuer or director (s) in a criminal proceeding

(iii) Litigation involving Securities, Finance and Economic Laws; There is no order, Judgment or decree of any court of competent jurisdiction against the issuer or director(s) permanently or temporarily enjoying, barring , suspending or otherwise limiting the involvement of any director(s) or officer in any type of securities , Finance and Economic Laws

(iv) Litigation involving Labor Laws; There is no conviction of the issuer or director (s) in connection to applicable labor Laws

(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties);

There is no conviction of the issuer or director (s) in connection to Taxation (Income tax, VAT, Customs Duty and any other taxes/duties)

(vi) Litigation involving any other Laws. There is no Litigation involving any other Laws

( b) Cases including outstanding litigations filed by the Company or any of its directors:

There are no outstanding cases filed by the Company or any of its directors to any of the following types of legal proceedings mentioned below:

(i) Litigation involving Civil Laws; No cases filed by the Company or any of its Directors

(ii) Litigation involving Criminal Laws; No cases filed by the Company or any of its Directors

(iii) Litigation involving Securities, Finance and Economic Laws;

No cases filed by the Company or any of its Directors

(iv) Litigation involving Labor Laws; No cases filed by the Company or any of its Directors

(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties);

No cases filed by the Company or any of its Directors

(vi) Litigation involving any other Laws. No cases filed by the Company or any of its Directors

Except the above, the Company was involved with the following litigations:

VAT:

A petition has been file regarding disputed additional VAT and penal VAT demanded by Customs Excise VAT authorities are as follows:

Particulars Amount in Tk.


Penal VAT 1,089,747


Total 2,615,392

In the Hon‟ble supreme court of Bangladesh High Court Division appeal No-10 of 2006 is pending on the imposition of additional VATand penalty thereof on the Company by the Customs Excise and VAT appellate tribunal. The decision from the Hon‟ble High Court in this regard is pending. The required provision if any, arises out of the court case will be made in the year of disposal of the case.

334

CHAPTER –XIX RISK FACTORS AND MANAGEMENT‟S PERCEPTIONS ABOUT THE RISKS

335

Investment in ordinary shares is fraught with various levels of risk. Consequently, the return of the investment is dependent on the functioning of the risk factors. Delta Hospital Limited operates in an industry which is exposed to a number of internal and external risk factors over which the Company has little or no control. The occurrence of the risk factors as delineated hereunder, and if the management fails to avoid or mitigate those, can have significant bearing on the operational and financial performance of the Company, which, in turn, may negatively impact on the value of share of the Company. Therefore, it is imperative to thoroughly understand the risk profile of the Company along with management‟s perception of the risks for taking an informed investment decision.

(i) Internal risk factors:

(a)Credit risk;

Credit risk on financial instruments is the risk of financial loss occurring as a result of default or insolvency of counterparty on its obligations to repay to the Hospitals, and arises principally from the receivable from customers and other parties. Management perception The Company's past track record reveals that its payment nature is regular and there is no default history. Moreover Delta Hospital Limited credit rating report expresses its financial soundness of previous track record of loan payment.The Company pays its financial obligations from its operational income. Since its inception the revenue track record its satisfactory to repay its debt obligation. The Management of Delta Hospital Limited perceives that revenue track record shall be better after expansion of business. So the Company shall not expose to credit risk in future. (b)Liquidity risk; Liquidity risk is the Company will not be able to meet its financial obligations as they fall due. The Company‟s approach to managing liquidity is to ensure, as far as possible that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company‟s reputation. Typically the Company ensures that it has sufficient cash and cash equivalents to meet expected Operational expenses, including financial obligations through preparation of cash flow forecast , prepared based on time line of payment of the financial obligations and accordingly arrange for sufficient liquidity/fund to make the expected payment within due date.

Management perception The Company has been generating sufficient revenue from its current business operation. Since its inception, the Company did not face any liquidity shortfall. Moreover, the Company has well reputation with the lenders in terms of repayment nature as well as suppliers payment. In case of any emergency, the Company shall be availed fund or working capital to meet up any urgency from the existing lender. Again the Company has planned to raise fund through IPO to meet up capital requirement for the expansion project subject to approval of regulatory authority. The capital structure shall be diversified through equity financing and debt obligation shall be reduced accordingly through IPO. Again the Company has set out plan to repay existing debt obligation from IPO proceeds which will have positive impact on future profitability and cash management. However, the Company did not encounter any liquidity crunch since its commercial operation and has been maintaining successfully.

It is mentionable here that the operating cash flow of the Company is in positive trend. It express that the management capacity to maintain sufficient liquidity position in the Company.

336

(c)Risk associated with the issuer‟s interest in subsidiaries, joint ventures and associates;

Return of investment of the holding company may be eroded due to conflict of interest among the group or any significant financial loss of the subsidiary and associates company.

Management perception Delta Hospital Limited has no subsidiary or joint venture and associates. So no risk shall be arisen in this respect. (d)Significant revenue generated from limited number of customers, losing any one or more of which would have a material adverse effect on the issuer;

The revenue of the Company exposed to hindrance due to significant portion of revenue generated from concentrated customer

Management perception

The Companyhas been earning its significant revenue from medical services specially cancer treatment. Besides there are several treatment facilitiesare prevailing in its service streamline. Again cancer has been growing immensely in human body currently. So the management perceives that demand for cancer treatment shall be increased in future. On the other hand, revenue from other medical treatment has been increasing. So there have little scope for decreasing revenue in future as demand for Delta Hospital Limited quality service is high due to its affordable cost to middle earnings people. Again there are sufficient patients is taking medical treatment each year which is increasing day by day. (e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely,

Interruption in raw material supply may haveimpacton smooth production process.

Management perception The Company does not use any raw materials. The major machineries are being supplied from well reputed suppliers. There are operational and maintenance contract signed between the suppliers andDelta Hospital Limited. Any significant technical problems are being solved by the suppliers as per the terms and conditions stipulated in the supply contract. So there have little scope of disruption of being providing service by Delta Hospital Limited as all major machineries are covered by service warranty. (f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary; Revenue would be concentrated if it comes from sister concern or associate or subsidiary company


Delta Hospital Limited is a service oriented Company who provides medical facilities to its patients. The significant revenue of the Company comes from cancer patients which are increasing day by day. Delta Hospital Limited has no subsidiary or associate Company.Delta Hospital Limited has been generatingmajorrevenue from core business operation. (g)Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during last five years, if any;

Any negative earnings, negative cash flows from operating activities, declining turnover or profitability prevail, then financial conditions indicate weaken accordingly.

337

Management perception The Company has no negative earnings and negative cash flow from operation last five years. The turnover of the Company last five years always uptrend. Profitability of the Company also never decline last five years.

(h)Loss making associate or subsidiary or group companies of the issuer;

The Company maybe exposed to risk of contagion, which refers that the financial problem, especially insolvency, of one member of a group will bring about deterioration in the condition of all members.


Delta Hospital Limited has no associate, subsidiary andgroupcompanies. So, there is no risk in this respect. (i)Financial weakness and poor performance of the issuer or any of its subsidiary or associates; Financial performances have material impact on the sustainability of the Company as going concern.

Management perception Delta Hospital Limited has been making profit since last five years. So the Company is financially sound and performing well in the medical service industry. Delta Hospital Limited has no subsidiary or associates. So there is no risk shall be arisen in this respect. (j)Decline in value of any investment;

Investment value might rise or fall because of market conditions (market risk). Corporate decision, such as whether to expand into a new area of business or merge with another company, can affect the value of investment


Delta Hospital Limited does not have any investment in any ordinary shares both listed and unlisted except in Globex Pharmaceuticals Limited which is not listedwith anystock exchanges. So there are no market price of share of Globex Pharma. It is mentionable here that Globex Pharma is a profitable company in previous years.So our investment value is in positive trend. (k)Risk associated with useful economic life of plant and machinery, if purchased in second hand or reconditioned;

The Company shall not be able to operate its business longer period due to limited life of plant and machinery


All machineries were purchased in Brand new Condition. So there are no risk shall be arisen in this respect. (l)Adverse effect on future cash flow if interest free loan given to related party or such loans taken from directors may recalled;

There are possibilities of a holding company to expand with debt or leverage, building an intricate corporate structure, which can include unrealized values, thus creating a risk if interest rates on obligations or the evaluation of assets posted as guarantee for loans alter radically

338

Management perception Delta Hospital Limited did not provided any loan to related party as there is no related party of the Company. So there are no risk shall be evolved infuture in this respect.

(m)Potential conflict of interest, if the sponsors or directors of the issuer are involved with one or more ventures which are in the same line of activity or business as that of the issuer and if any supplier of raw materials or major customer is related to the same sponsors or directors;

Conflict of interest between the Issuer and its suppliers or major customer arise due to common management may create impediment in the day to day business operational process


No sponsor or directors of the issuer are involved with any ventures which are similar in line of activity or business as that of the issuer. Again any supplier or major customers are not related to the any sponsor or directors. As a result no potential conflict of interest shall be arisen in future in this respect. (n)Related party transactions entered into by the Company those may adversely affect competitive edge; In many cases related party transaction are under taken in the course of the normal business of an entity. In view of the nature of related party relationships and transactions, they may carry a higher risk about the ability of the Company to continue in business as a going concern- if the entity‟s interest is constantly subordinated to that of related party. Sometimes related party relationships and transactions may be difficult to identify and reported by the entity and subject to increased risk of fraud due to extensive and complex network of relationship sometimes put in place to obfuscate control of the entity, making related party transactions difficult to unravel. Sometime risk arise in the related party transaction due to entity‟s information systems may not be effective in identifying and recording related party relationship and transaction.


Delta Hospital Limited has some related party transaction as mentioned in the audited financial statements. The Management perceived that such transactions would have no adverse affect on competitive edge. (o)Any restrictive covenants in any shareholders' agreement, sponsors' agreement or any agreement for debt or preference shares or any restrictive covenants of banks in respect of the loan or credit limit and other banking facilities; The future business process or revenue may hinder by any such restrictive covenants stipulated in the agreements with shareholders, with sponsor or any loan agreement with the bank or financial institutes.


There are no restrictive covenants in any shareholders' agreement, sponsors' agreement or any agreement for debt or preference shares or any restrictive covenants of banks in respect of the loan or credit limit and other banking facilities which may disrupt business operation. (p)Business operations may be adversely affected by strikes, work stoppages or increase in wage demands by employees; RMG industry is operating mutually by workers and management mutual understanding. Owners are always concern about the workers demand. There were precedence in past regarding RMG workers violence in street, huge vandalism and put fire on motor vehicle causes a serious damage of the Company properties. Sometimes workers demanded more salary and stopped works, which also create financial loss to the Company.

339

Management perception There is no such incident like strikes, work stoppages or increase in wage demands by employees occurred in the history of the Company since its inception. So there are little scope for arisen any risk related this issue in future. (q)Seasonality of the business of the issuer;

Revenue of the Company would be affected if the business is seasonal.


Delta Hospital Limited is providing medical services to the general patient as well as cancer treatment facilities to its patients which has no seasonality impact on the business of Delta Hospital Limited due to treatment facility is available throughout the year. (r)Expiry of any revenue generating contract that may adversely affect the business;

The revenue would be squeezed if any contract for which revenue generated had expired.


There is no such contract signed with any suppliers or with any party. So there are no scope of arise any risk in this respect. (s)Excessive dependence on debt financing which may adversely affect the cash flow;

The Company would be exposed to high degree of risk due to excessive dependence on debt financing. It has possibilities that future cash flow from operation shall be squeezed due to increase financial expense.


The project has been initiated through equity financing. After that the Company availed bank loan time to time to meet up fund requirement for its investment purpose and has been repaid timely from business income.

The Company has been generating positive earnings by commercial operation. The operating cash flow in previous years was positive. The debt to equity ratio is .32 times and debt service coverage ratio 1.10 and net operating cash flow per share is 4.5 which reflects that the company’s cash flow was not be adversely affected for taking debt. As a result, dependency on debt financing has been reduced accordingly due to debt repayment has been made regularly. As per credit rating report by CRAB the Company has received A3 (entity rating). Companies rated in this category have strong capacity to meet financial commitments, but are susceptible to the adverse effects of changes in circumstances and economic conditions. These companies are judged to be of high quality, subject to low credit risk.

Again Delta Hospital Limited received ST-3 in short term rating which indicates that the degree of safety regarding timely payment on the loans/facilities is adequate; however, the issues are more vulnerable to the adverse effects of changing circumstances than issues rated in the two higher categories.

The expansion project shall required debt which shall be repaid partly from IPO proceeds. So, debt equity ratio as well as cash flow shall be improved accordingly after IPO subject to approval of regulatory authority.

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(t)Excessive dependence on any key management personnel absence of whom may have adverse effect on the issuer‟s business performance; Key management personnel have key role in the organization for smooth operation of the company. If key management personnel turnover is high that‟s have adverse impact on the organizational day-to-day activities.


The key management personnel of Delta Hospital Limitedare substitute to one another to run the business as most of them have vast experience and knowledge in business. So absence of any key management personnel will not have any adverse effect on its business performance.

(u)Enforcement of contingent liabilities which may adversely affect financial condition;

Contingent liabilities are likely to have a negative impact on a company's stock share price because they threaten to reduce the

company's assets and net profitability. The extent of the impact on share price depends on the estimated probability of the

contingent liabilities becoming actual liabilities.

Management perception Contingent Liabilities of the Company in respect of disputed additional VAT and penal VAT demanded by Customs Excise VAT authorities. In the Hon’bleSupreme Court of Bangladesh High Court Division Customs Appeal No-10 of 2006 is pending on the imposition of additional VAT and penalty thereof on the Company by the Customs Excise and VAT appellate tribunal. The decision from the Hon’ble High Court in this regard is pending. The required provision if any, arises out of the court case will be made in the year of disposal of the case. (v)Insurance coverage not adequately protect against certain risks of damages; The Company would be exposed to significant loss if there are no insurance coverage on its assets.

Management perception Delta Hospital Limitedhas sufficient insurance coverage to cash in safe, cash in transit and building and all major machineries are covered under fire insurance policy by Green Delta Insurance Company Limited to protect against certain risks of damages. (w)Absence of assurance that directors will continue its engagement with Company after expiry of lock in period; The Company may expose to certain risk to operate its day-to-day business operations if current directors‟ engagement shall not continue after expiry of lock in period.

Management perception The management of Delta Hospital Limited is highly expecting that the directors shall be continuing its engagement with the Company after expiry of lock in period. (x)Ability to pay any dividends in future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditure; Any future dividend payment depends on the future revenue generation. Any negative earnings in future shall be hindered future financial stability of the company.

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The Company has been paying dividend since last five years.

The management of the Company is expecting that the future earnings and dividend payment capacity shall be improved after implementation of expansion project.

(y)History of non operation, if any and short operational history of the issuer and lack of adequate background and experience of the sponsors;

The Company may appear in disrupt of future operation if it had any non-operation history or short operational history which may repeated in future or lack of adequate background and experience of the sponsor have some operational risk due to complex nature of problem shall not be resolved without having proper knowledge.

Management perception The Company does not have any history of non–operation in the past and the sponsors have adequate experience and knowledge in business. So no risk shall be arisen in this respect.

(z)Risks related to engagement in new type of business, if any;

Every business has some inherent risk such as market risk, financial risk and risk of new entrants with its competitors. If industry trends are moving away from the firm‟s product or service or if competitors already lock up potential customers, it will be difficult to gain customer momentum. Market can affect new business depending on nature and location of the business, prospective competitions and product pricing. Markets that are overly saturated with the same products and service can be detrimental to a new business ability to gain significant market share. On the other hand, new business faces significant financial risk due to achieve the target as projected in the financial projection and lack of working capital. If the business does not succeed, a new business owner could possibly face financial ruin.


There is no risk in this respect due to expansion project is similar type of business. (aa)Risk in investing the securities being offered with comparison to other available investment options;

The Company wouldbe exposed off potential financial distress if return on invest is low compare to alternative investment options they have.


Delta Hospital Limited is a profitable business organization. There is possibility to increase profitability after implementation of expansion project. Therefore, the risk in investing in the securities of Delta Hospital Limitedis less than other available investment options. (bb)Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law; The Company shall have risk to expose of eroded its brand name and goodwill in case of penalty or action taken by the regulatory authority.

Management perception There are no penalties or action taken by any regulatory authorities for non-compliance with provisions of any law which could have an adverse effect on the Company’s business.

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(cc)Litigations against the issuer for Tax and VAT related matters and other government claims, along with the disclosures of amount, period for which such demands or claims are outstanding, financial implications and the status of the case;

Any litigation in terms of unsettled tax, VAT or any other Govt. claim may hamper business operation of The Company as well as may create future potential financial losses Management perception

Litigation against VAT

A petition has been file regarding disputed additional VAT and penal VAT demanded by Customs Excise VAT authorities are as follows:

Particulars Amount in Tk.

Additional VAT 1,089,747 Penal VAT 1,089,747


Total 2,615,392 In the Hon’ble supreme court of Bangladesh High Court Division appeal No-10 of 2006 is pending on the imposition of additional VATand penalty thereof on the Company by the Customs Excise and VAT appellate tribunal. The decision from the Hon’ble High Court in this regard is pending. The required provision if any, arises out of the court case will be made in the year of disposal of the case.

Litigation against other Government claims

There is no litigation against the Company interms of unpaid any government claims.

(dd)Registered office or factory building or place of operation is not owned by the issuer;

If office and factory location is not own by the Company business operation may hamper.


The project is established on its own land.

(ee)Lack of renewal of existing regulatory permissions or licenses

Non-renewal of license may hamper day-to-day business operation of the Company.


The Companyhas been taken necessary actions to keep its all regulatory permissions and licenses updated which is being updated in due process having completion of all formalities from respective Government agencies time to time.There is no lack of renewal of regulatory licenses as it is a continuing process.

(ff)Failure in holding AGM or declaring dividend or payment of interest by any listed securities of the issuer or any of its subsidiaries or associates

Failure in holding AGM indicates noncompliance of rules and failure of declaring dividend impact on shareholders expectations and failure of payment of interest indicates week cash management of the Company


There are no listed securities of Delta Hospital Limited. Therefore, there is no risk arising from failure in holding AGM or declaring dividend or payment of interest.On the other hand Delta Hospital Limited has no subsidiary or associate Company.

It is mentionable here that, Delta Hospital Limited has been holding AGM on regular basis.

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(gg)Issuances of securities at lower than the IPO offer price within one year

If the Issuer was issued share at lower than the IPO offer price within one year, there have possibilities to arise misperception about IPO price.


Delta Hospital Limited has no plan to issue any securities at aprice lower than that of the IPO price within one year of IPO.

(hh)Refusal of application for public issue of any securities of the issuer or any of its subsidiaries or associates at any time by the Commission. Any refusal of application for public issue of any securities of the issuer may hinder confidence of the Company or convey negative impression about the financial status to the shareholders.


Delta Hospital Limitedwas applied to Bangladesh Securities and Exchange Commission vide its letter dated 27 December 2015 for issuance of 16,787,300 nos. ordinary shares at an offer price of Tk. 25 per share including Tk. 15 as premium under fixed price method under purview of Securities and Exchange Commission (Public Issue), Rules, 2006. Subsequently, Bangladesh Securities and Exchange Commission was amended Public Issue Rules and it was mandatory for the Issuer to raise capital through IPO under book building method if premium is added with offer price under purview of Bangladesh Securities and Exchange Commission (Public Issue), Rules, 2015. Accordingly, Bangladesh Securities and Exchange Commission vide their letter no BSEC/CI/G-55/2015/41 dated 20 January 2016 was requested to submit revised application complying the requirements of the Bangladesh Securities and Exchange Commission (Public Issue), Rules, 2015. Except the above, there are no other refusal of application for public issue of any securities of the issuer or any of its subsidiaries or associates at any time by the Commission.

(ii) External risk factors:

(a)Interest rate risks;

Interest rate risk refers to the effect on the fair value or future cash flows of a financial instrument due to

fluctuations in interest rates. The Hospital's interest bearing investments are exposed to interest rate risk. The most

significant exposure to interest rate risk is the Hospital's Borrowing long term and short term loan from Basic Bank

Limited.

Duration measures the sensitivity of the price of financial instruments for every 1% change in Interest rates.


The Company management is well aware of bank interest structure and always tries with best efforts for negotiating with

lenders for reducing interest rate considering the prevailing market condition.The debt service coverage ratio is reflecting that

the Company has ability to repay debt installment with interest. The Company emphasizes now on equity based financing

which will reduce interest rate risk.

(b)Exchange rate risks;

Foreign currency exposure arises from purchases and other transactions which denominated in foreign currencies.

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The Company imports medical equipment and accessories time to time from foreign countries in foreigncurrency

through Letter of Credit (LC). If any foreign currency exchange rate fluctuation happen during the period of LC

opening and delivery at sight, that may impact on cash flow of the Company.


The Company is fully aware of the risks related to currency fluctuation and minimizes exchange rate fluctuation risk by

monitoring foreign exchange price movement regular basis. The Company is not exporting any goods. So there are no scope of

foreign remittance inward to the Company. Again in case of import of machinery, the company has to pay in foreign currency.

The gain or loss in case of foreign currency rate fluctuation would not affect the company due to import volume is low.

(c ) Industry risks;

The Company is operating business in health service sector with specialization in cancer treatment. The growth of

industry may hamper due to demand for cancer treatment significantly reduce or any other factors such as price

fluctuation, scarcity of specialized doctor, competitors threat and unavailability of specialized machineries related

with cancer treatment.


The Company operates in health service sector providing general medical treatment especially in cancer treatment. Now a days

cancer patient is increasing due to spread of cancer in human body is increasing. The Cancer treatment facility is limited in our

country as few specialized hospitals are providing this type of services. So its presume that the industry may not fall in near

future due to demand is increasing day by day as cancer is common disease in our country.

(d)Economic and political risks;

Economic risk and political risksare associated with the influence of financial, political changes or policies,

instability in the country and other economic factors. Economic and political risks have a direct impact on the

revenues and expenses amount and accordingly the company‟s profits. The Company may face risk of rising prices

for raw materials and machinery, risk of minimum wages increasing, risk of service prices reduction for

competitive condition and risk of higher taxes and duties rates.


The growth in real GDP of Bangladesh will expected to stay constant at 6.5% in FY2015/16 (July-June) before picking up a

little to 6.7% in FY2016/17, assisted by an accommodative monetary policy, expansionary fiscal policy, and the return of a

stable political climate.

According to BMI Research, Bangladesh healthcare expenditure is growing at BDT 494.0 Bn (USD 6.3 Bn) in 2015 to BDT

554.9 Bn (USD 7.0 Bn) in 2016; +12.3% in local currency terms and +10.3% in US dollar terms, which shows positive trend

in spending terms.

Despite of many economic and political challenges, Bangladesh has earned remarkable progress since last two decades. Per

capita income and GDP have been significantly improved and remained stable. Management perceives that economic progress

of the country shall be continuing and political situation remain stable in future which shall have positive impact on overall

economic condition of the country.

(e) (i) Market risks;

Market risk usually comes either decrease demand of the product or service or increase competitors in the industry

which may affect the profitability of the Company.

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Delta Hospital Limited plays a pivotal role in providing cancer treatment since a decade. Delta Hospital Limited is leading

private hospital in our country which is providing radio therapy in private sector. In our country, a few hospitals are operating

which is specialized in cancer treatment. Delta Hospital Limited playing an important role to provide cancer treatment to poor

people. In our country, number of cancer patients is approximately 10 lac. Approximately two to three lac people are affecting

cancer in each year. Out of them nearly onelac patients has been died due to lack of identification of cancer in due time or lack of

cancer treatment facility nearer to his living place. Now a day, cancer is spreading in human body rigorously due to human is

habiting undisciplined life as well as encumbrance with smoking, over weighting, carbon pollution, unhygienic

environment,food contamination, which may cause of cancer in human body. But facilities for cancer treatment is limited as it

takes huge cost to set up machineries specialized for radio therapy treatment. A few hospitals are providing radiotherapy

whereas number of patients and demand for treatment is increasing day by day.

In this scenario those are financially sound are moving to foreign country such as Singapore, Bangkok or London to take

treatment whereas middle class patients does not afford it. Considering this scenario, Delta Hospital Limited is providing cost

effective treatment facility focusing especially to middle class patients. So demand for cancer treatment is increasing due to

Delta Hospital has been providing affordable cost treatment facility to wide spread of patients in our country.

Besides, as few of Hospital are currently providing radio therapy facilities so competitors’ threat is lower in this respect. So

management of Delta Hospital Limited assumed that market risk will not hamper the business operation of the Company.

(e) (ii) Technology related risks;

Technology always plays a vital role for the existence of any business concern. A new technology may cause

technological obsolescence and impact profitability.


The Company was established to serve all cancer patients, rich and poor with an advanced technology. Therefore, in time, treatment quality will be at par with any other country so that patients may not need to travel outside Bangladesh. The oncology division is equipped with Doctors, skilled planners, technologist and nurses to work as a team to serve the patients. To name a few, the hospital is enriched with advanced machine (LINAC) for conformal radio therapy,Mammography, Simulators, CT-Scanners, X-ray Unit, Cobalt 60 teletherapy Unitsand above all HDR unit (High Dose Rate Brachytherapy) for Cervical and Interluminal.

Delta Hospital already includes facilities like Intensity Modulated Radiation Therapy (IMRT) including Image Guided Radiotherapy (IGRT) and Rapid Arc with state of the art technology in cancer therapy. The Company is equipped with most modern machineries and procuring them time to time as any up gradation is needed.

(f) Potential or existing government regulations;

Delta Hospital Ltd operate primarily under Companies Act, 1994 and other related policies , rules and regulations,

such as Health Policy, Income Tax Ordinance 1984, Value Added Tax (VAT) Act 1991, Customs Act, Bangladesh

Environmental ConservationACT, 1995. Any abrupt changes in the policy may adversely affect the business of the

Company.


Hospital Industry in Bangladesh is an emerging sector with considerable local demand. Considering the demand, it is expected

that the government has been extended its policy support to smooth functioning of this sector.

Current government regulations and policies are favorable to the business operation of the Company.

(g) Potential or existing changes in global or national policies;

Any changes in the existing global or national policies can have either positive or negative impact on the Company.

Any scarcity or price hike of service due to such change in policy in the local and international market might be

hindered the profitability of the business.

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The management of Delta Hospital Ltd. is always concerned about the prevailing and upcoming changes in the global or

national economic policies. If any changes presume earlier by the management then they shall be taken appropriateprecaution in

due course to safeguard the interest of the Company.

(h) Statutory clearances and approvals those are yet to be received by the issuer;

Every business organizations are eagerly needed statutory clearances and approvals in due course, if any clearances and approvals are fallen due that might be hampered of the smooth operations of the business.


Delta Hospital Limited is operating its business under the regulatory supervision of Directorate General of Health Services (DGHS), Ministry of Health and Family affairs, Government of the Peoples Republic of Bangladeshand there is no provision to seek prior permission from the above authority before going to IPO.

Besides the Companyalready appliedfor renewal to Department of Environment, Government of the Peoples Republic of Bangladesh for environmental clearance certificate which is not received yet.

(i) Competitive condition of the business;

In open market economy, new venture and entrepreneurs has been added regularly which is creating stiff

completion in the market. Profitability of the Company may be reduced due to number of competitors increase

significantly.


Bangladesh is a developing country that is facing many challenges, especially in the health sector.There are only 1,683

no’shospitals out of which private are 1,005 and public hospital is 678.Among the private hospitals and clinics around 50

percent of those are located in Dhaka division and rests are located in other divisions. Among them only some hospital are

specialized in cancer treatment.

Only 16 public & Private Hospital provides treatment facilities of cancer, although WHO recommended the number should be at least 160. Only 500 patients treated with radiotherapyat NICRH every day against the demand of over 1000. The NICRH needs at least 12 radiotherapy machines, but it has only six. On average, 1,000 patients seek appointments for radiotherapy every day at the NICRH in Mohakhali, the alone specialized government hospital of its kind in the country. As per report of GLOBOCAN, a project of the World Health organization, some 1.22 lac new cancer cases are reported in Bangladesh every year. Of them, around 91,000 die, most of them from breast and lung cancer.

There are only 16 qualified pediatric hemato-oncologists in the country. The majority of them are working at four state-run institutions, including NICRH (National Institute of Cancer Research Hospital) and BSMMU (Bangabandhu Sheikh Mujibur Rahman Medical University).Besides government facilities, few private hospitals are also providing cancer care in Bangladesh. These centers are making modern cancer treatment facilities available within the country, allowing a large number of cancer patients to receive therapy at home, whereas in the past, they had to travel abroad for better care. Although Kumudini Hospital in Tangail pioneered the radiation treatment in the country, it could not sustain the facility owing to overwhelming challenges. At present, the 350-bed Delta Oncology Centre, established in 1994, is the largest private cancer care centre in the country with two linear accelerators, two Cobalt 60 and two brachytherapy machines. In addition, Square Hospital and United Hospital in Dhaka and Khwaja Yunus Ali Medical College Hospital in Sirajganj are also equipped with modern dual-energy linear accelerators. Few more private centers are coming up with integrated cancer care facilities very soon.

Cancer diagnosis facilities have improved significantly in the past decade. Modern imaging techniques like CT and magnetic resonance imaging (MRI) are available at different district levels, both at government and private hospitals. Tissue diagnosis by fine needle aspiration cytology (FNAC) and histopathology is now possible at divisional level. Some non-government organizations are also involved in cancer care. Ahsania Mission, Cancer Society, Ashic Foundation, CLASS, Digonta Memorial and Mosabbir Cancer Centre are some examples. A few professional bodies like Oncology Club (Bangladesh Chapter of SAARC Federation of Oncologists), Cancer Society, Bangladesh Society of Radiation Oncologists and Gynaecology Society are also making significant contributions toward cancer

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care. Although 20 percent cancer-stricken children are getting minimum treatment facilities in the country, 20 percent of them cannot afford complete treatment.

Delta Hospital Limited has been created a brand image in cancer treatment along with other general medical treatment. It has splendid track record of providing cancer treatment facility to the all class of people. The Company already has earned a good reputation for providing excellence service with affordable cost. Delta Hospital Limited has been adopted ten principles of global Compact initiated by the UN Secretary General in terms of Human Rights, Labor Standards, Environmental Issues and Ethical standards. Delta Hospital Limited has been complying Corporate Government issues diligently, adopted good governance practice, professionalism in every sphere, specialized doctor, focusing on clients satisfaction, installed state of the art technology and quality services are Key factors for success of the Delta Hospital Limited.

(j) Complementary and supplementary products or services which may have an impact on business of the issuer;

Complementary and supplementary product may have impact on sale of the existing product of the Company.


At present, there are no complementary and supplementary products/services which may have an impact on business of the issuer.

Additional Risk factors Risk related to expansion of business through IPO proceeds

i) The project completion shall be delayed in case of receives of IPO fund is delayed

The IPO process has been accomplished through meet up of certain compliance as set forth in the Bangladesh Securities and

Exchange Commission (Public Issue) Rules, 2015.In case of non-compliance of the rules, the regulatory permission would take

more time for IPO permission. Consequently, the project accomplishment would be delayed for non availability of IPO fund.

Preparation for the IPO is expensive, complex and time consuming. As much as a year or more may be required to prepare for

an IPO. During this period, business and market conditions can change radically, and it may not be a propitious time for an IPO,

thus rendering the preparation work and expense ineffective.

Management perception The Expansion project would be financed through debt and equity both. The Management of DHL has understanding that implementation of

project have some inherent risk in nature. The Company has been set its financing option both from local banks, own financing and IPO. If

any case, IPO process is delayed, the Company has plan to take loan to completion of project work. The lenders already extent loan facilities in

this expansion project. In any case, if IPO process is delay or cancel for non compliance of Bangladesh Securities and Exchange Commission

(Public Issue) Rules, 2015, the Board of Directors of DHL has desires to implement the project through debt financing or any other equity

financing subject to approval of shareholders and regulatory authority.

Again, The Management of DHL is very much optimistic about IPO of DHL Accordingly they have set forth future business plan and

business projection which is delineated under the head “Plan of Operation and Discussion of the Financial Condition’’. The Management of

DHL has been considered all factors for calculation of cost of the project in preparing expansion project planning which includes inflation,

regulatory time requirements, and alternative source of procurement of construction materials and alternative source of financing options.

Therefore, The Management is believe that, if any delay happen in case of getting IPO permission, the alternative options may be exercised in

that case to implement the project. Accordingly, the expansion project implementation cost would not be varied and fluctuated compared to

actual planning to a great extent. In the other hand, if there actual delay in IPO permission is happen, the management of DHL shall be

adjusted project cost accordingly for the greater interest of expansion project implementation.

ii) The downside risk of going public

Once a company goes public, its finances and almost everything about it – including its business operations – is open to

government and public scrutiny. Periodic audits are conducted; quarterly reports and annual reports are required. Company

finances and other business data are available to the public, and can sometimes work against company interests.

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The Company is subject to BSEC oversight and regulations, including strict disclosure requirements. Among the required disclosures is information about senior management personnel – particularly compensation – which is often criticized by the stakeholders.

The company is subject to shareholder suits, whether warranted or not. Lawsuits would be based on allegations of self-trading or insider trading. They may challenge executive compensation, or they may oppose or question major management decisions. Sometimes a single, disgruntled shareholder may sue and cause expensive and time consuming trouble for a publicly traded firm.

The pressure for profitability each quarter is a difficult challenge for the senior management team. Failure to meet target numbers or forecasts often eventuates in a decline in the stock price. Falling stock prices, moreover, stimulate additional dumping, further eroding the value of the equities.

Management perception Delta Hospital Limited has been maintaining transparency and integrity in his business operation. Since inception, the Company has earned a solid reputation in the business arena for its quality service, technology, sound relationship with patients, meet up compliance of the all regulatory requirements, accountability, protecting stake holder interest and financial soundness and accuracy in each and every transaction. The Company is audited its financial statements by the panel of auditors as referred by the Bangladesh Securities and Exchange Commission. The Company has regularly holds AGM and disclosed its all-financial and non-financial statements to the shareholders. The project of the Company is fiannce through reputed Bank. The Company is fully complied Company as it has been complied all the compliance conditions of its lenders. The Company regularly is preparing monthly report, quarterly report annual financial statements. This reports are submitted to the different legislatives bodies Such as NBR, RJSC, BSEC as and when need basis. The Management of DHL has confidence about the transparency and accuracy of its published data as submitted to the aforementioned authorities. Therefore, this is not a new phenomenon to the Company for disclosed its financial and non financial data to the others. Again, the management of DHL believes that, there shall be created more accountability on the Company’s management shoulder for keep transparency and accuracy in the financial statement when it shall goes to public. Since inception, there are no litigations against the Company. Therefore, if any situation arise against the Company, the management would mitigate the litigation by its shareholders in due course under purview of State law of Bangladesh. The managementof DHLis very much concern about shareholders interest. After expansion, the revenue of the Company shall be increased substantially. The Management of the Company believes that they would be able to maintain profitability in future. Therefore, The management of Delta Hospital Limited perceive that the brand value as well as corporate responsibility shall be enhance through public issue and listing of the share of DHL in the public market to a great extent and down size risk shall not have impact on the Company.

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CHAPTER-XX DESCRIPTION OF THE ISSUE:

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(20) Description of the Issue:

Ref Particulars Details

(a) Issue Size; BDT 500,000,000 subject to approval of regulatory authority

(b) Number of securities to be issued;

[•] nos. shares

(c ) Authorized capital and paid-up capital;

Tk. 1,000,000,000 and Tk. 332,126,940 respectively as on 30 June 2019

(d) Face value, Tk. 10 per share

Premium, Tk. [•] per share

Offer price per unit of securities;

Tk. [•] per share

Eligible investor (EI) General Public

(e) Number of securities to be entitled for each category of applicants;

EI inluding mutual funds

and CISs

GP excluding NRB

NRB

50%

40%

10%

(f)

Holding structure of different classes of securities before and after the issue;

The Company has issued only ordinary shares to its existing shareholders. There are no other class of securities issued by the Company

No. of ordinary shares is holding by the existing shareholders

Before IPO


Sponsor & Directors 16,927,704 50.97%

Other Shareholders 16,284,990 49.03%

Institute - -

Total 33,212,694 100%

After IPO


Sponsor & Directors 16,927,704 [•]

Other Shareholders 16,284,990 [•]

Institute - [•]

EI including mutual funds and CIS [•] [•]

General Public exncluding NRB [•] [•]

NRB [•] [•]

Total [•] [•]

* Apart from the above, there is no other class of securities issued by Delta Hospital Limited.

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(g)

Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital. [Please see Note-1 below]

Objective of the Issue & Including Financing Requirements The main objective of the issue to procure machineries through use of net proceeds from IPO as a part of its expansion program as well as repayment of Bank Loan. Beside, details use of Proceeds from Initial Public Offering (IPO) subject to approval of the regulatory authority as per schedule mentioned in the next Section-xxi “Use of proceeds” of this red- herring prospectus.

Financing requirement

Total Cost of the Project expansion 1,852,249,384

A detail of the estimated project cost break up has been planned as under:

Sl Particulars Amount Source

Other Than IPO

IPO

1 Building Construction From basement 1, basement 2, ground floor to 9th floor

1,018,500,000 1,018,500,000 -

2 Machineries and other fixed asset

833,749,384 444,859,656 388,889,728

Total 1,852,249,384 1,463,359,656 388,889,728

Note: No cost incurred in respect of Land and Land Development and foundation which was done earlier.

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Note-1:

Feasibility in respect of enhanced paid-up capital has been given below: Details feasibility report on Propsed expansion project of Delta Hospital Limited is presented below:

Project‟s description The proposed project envisages for setting-up of a Modern Specialized Hospital with a capacity of 150 Beds and Specialized

Doctors Chambers to provide Health-care Services to the people of the country. The Hospital will be equipped with modern

machinery and equipment of USA, Japan, Germany, China and India origin to provide, Linear Accelerator Machine, Acuity

Simulator, Video Endoscopy, Mammography, 4D Ultra sonogram, Echo Cardiogram, High Frequency X-Ray, ICU and many

more modern Health-care facilities. The initial total cost for the proposed hospital project has been estimated at Tk. 1,852.25

Million. In the meantime the sponsor‟s are invested of Tk. 1,404.16 Million sourcing from existing business income and bank

finance and for completion of the rest of the construction works and procurement of the machinery & equipment Tk. 448.09

Million will be collected from any scheduled commercial Bank or Financial institution in Bangladesh and Initial Public Offering.

Project Purpose & Design The Project “Delta Hospital Ltd - New 150 beds Hospital” expects to set up a modern Hospital of international standard to provide standardized services to all sections of people of the country within their affordable limit of expenses. In addition, Nursing Institute and Technical institute will be set up to produce specialized Doctors as well as well-trained nurses and medical technicians. The initial capacity of the Hospital will be increased into 150-bed and the initial total cost is assessed at Tk. 1,852.25 Million (Excluding Interest during Construction Period) The Main Machinery and equipment of the project will be procured from Germany, Japan, Taiwan, China & India. In addition to

that some local machinery will also be required.

Project Land and Location

The project is located a very suitable location in Dhaka. At present the corporate office of the project is located at 26/2, Principal

Abul Kashem (Former Darus Salam) Road Mirpur, Dhaka. The area of land is quite adequate and the location is very much

suitable from different perspectives.

Communication

The project location is facilitated with an excellent communication network with the Capital City and centre part of the country.

Moreover, the project will be established beside the main road of Dhaka which will be very much suitable for transportation of

the patient and the doctor.

Moreover, The Project is located within very rapidly expanding area. At present construction is continuing a Specialized

Hospital “National Heart Foundation and Research Institute”. However, there are number of clinic with limit facility are

running in the locality.

Building & Civil Construction The proposed Hospital will be facilitated with patient cabin, consultation chamber of the specialized doctors, operation theater,

ICU, cafeteria, reception, sample collection and different pathological & clinical investigation room. For this purpose near about

112,733 sft. New Building and other civil construction has been constructed to facilitate the Hospital. Total cost of the Building

and other civil construction, electrification, lift and interior decoration has been estimated at Tk.1,018.5 million.

Machinery & Equipment The main machinery and equipment for the proposed hospital project will be procured from

Germany/Japan/India/China/Korea at a total cost of Tk. 803.80 million. In addition to that some local equipment like AC,

Colour Television, Freeze, Refrigerator, Washing Machine, Micro-Wave Woven etc. is also procured from local source.

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List of Medical Equipment

Machinery Names Amount (Tk.)

LINAC-2 Accelerator 147,851,337

LINAC -3 Truebeam 208,529,126

External Beam Teletherapy Machine 118,127,942

CT Simulator Machine 72,312,537

Bone Marrow Transplantation Plant 80,141,200

MRI Machine 110,108,049

CT Scan Machine 30,000,000

Digital X-Ray 8,200,000

USG Machine 7,000,000

OT Equipment 21,532,557

Total 803,802,748

Stores & Spares The annual requirement of stores and spares has been estimated at 0.25%, 0.50%, 1.00%, of the total cost of the machinery for 1st,

2nd & 3rd year respectively.

Repair & Maintenance The annual requirement of repair & maintenance has been estimated at 0.25%, .50% & 1.00% of the total cost of the machinery for

1st, 2nd & 3rd year respectively.

Safety Provision Adequate provision will be made. Hospital is a service oriented organization that provides health care services. However, the

hospital staffs including the doctor‟s may face significant risks in the course of their duties. They will have to operate different

hazardous equipment and work with such people from whom there are high risks, particularly the workers may be exposed to

contamination and infections. Some Radiations, chemical and dust can be harmful to human health. Delta Hospital Ltd must

take precautions to protect the health of the staff and take adequate safety measures especially on accident related events. We

will also take particular care to avoid accidents arising out of use of machinery and equipment. We will follow optimal farm

safety and health practices.

Waste disposal and treatment Since we will be dealing with various types of disease, there will be plenty of potential harmful waste of various nature. So, this

is very important for the proposed project. The Hospital wastes can be: packaging materials, redundant machinery & equipment,

stationery waste, unused medicine, plastics etc. These wastes will be treated properly and damaged in an environment-friendly

process.

Special care will be taken to protect the environment and human health in case of waste of hazardous properties, like, waste

accessories, medicine and chemicals, waste oils from farm or dispose of waste in a manner likely to cause pollution of the

environment or harm to human health. In summary, to manage wastes effectively we will:

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i. minimize waste wherever practicable; ii. use waste storage facilities provided that no pollution results from the waste;

iii. use products manufactured with minimal hazard in the first place; iv. use products efficiently and according to best practice; v. follow good practice guidance;

vi. comply with environment legislation; vii. Utilize waste recovery services (e.g. scrap metal dealers and waste contractors).

viii. not burn waste in an open environment; ix. put waste in the household dust-bin; x. avoid burning waste which may produce black smoke;

xi. will not dispose waste for a long time; and xii. Keep a record of all waste management.

Erection & Installation

Modern service technology of treatment will be applied. All the local Doctors, Nurses and the Technicians will be acquainted the

modern technology.

The machinery and equipment of the proposed project will be installed under direct supervision of the supplier of the

machinery at their cost. Moreover diagnostic Centre equipment machinery is not new in our country and experienced and

qualified technical manpower is available in our country.

Technology Transfer As per agreement with the machinery suppliers, they will provide sufficient training to the technical personnel to equip them

with proper functionality and operation.

Utilities

Water

The project will require water for human sanitation and another purpose. The required water for the proposed project will be

available by sinking a deep-tube well.

Power

For smooth operation of the project, the project will require a maximum of 750 KW of electricity per day. The required power

will be obtained from PDB/REB.

In addition to that one unit 1 MW Diesel Generator will be procured for uninterrupted power supply to the project.

Fuel & Lubricant

To operate the Generator and Vehicles of the hospital smoothly some Fuel & Lubricants will be required and for this purpose Tk.

9.00 lac has been estimated (L.S.) per year.

Environment & pollution control The project will have its own wastage management system as the Hospital wastage are very health hazard and cause of various

contaminated diseases. This will enable the project to be of environment friendly and will pose no threat to pollute the adjacent

environment.

Manpower Requirement On implementation of the proposed hospital project, it will generate employment for different categories of people: direct

operation, technical personnel of different types, marketing & administrative personnel. The total number of personnel required

for the project is 280 nos.

Operative Life of the Project The proposed hospital project is being set up with brand-new machinery & equipment and expected to be in economic operation

for at least 20 years without any major replacement.

355

FINANCIAL ASPECTS

Estimated Cost of the Project

The Total Cost for the proposed hospital has been estimated at Tk. 1,852.25 Million. Brief are as follows:

PROJECTED INVESTMENT PLAN

INVESTMENTS Total

Construction Cost of Building 1,000,000,000



External Beam Teletherapy Machine 118,127,942




CT Sacn Machine 30,000,000



Substation & Generator 18,500,000


Other Fixed Assets (Furniture & Fixtures) 29,946,636

Total 1,852,249,384

Financing Plan against Total Cost

PARTICULARS AMOUNT % of Total Capital Requirement

Debt :

Long Term Loan against Fixed Cost 997,603,051 53.86%

Equity:

Equity against Fixed Capital 854,646,333 46.14%

Total Capital Requirement: 1,852,249,384 100.00%

356

PROJECTED FINANCING PLAN Amount (TK)

INVESTMENTS Debt % Equity % Total

Construction Cost of Building 653,027,714 65% 346,972,286 35% 1,000,000,000

LINAC-2 Accelerator 147,851,337 100% - 0% 147,851,337

LINAC -3 Truebeam 156,724,000 75% 51,805,126 25% 208,529,126

External Beam Teletherapy Machine - 0% 118,127,942 100% 118,127,942

CT Simulator Machine - 0% 72,312,537 100% 72,312,537

Bone Marrow Transplantation Plant - 0% 80,141,200 100% 80,141,200

MRI Machine - 0% 110,108,049 100% 110,108,049

CT Scan Machine - 0% 30,000,000 100% 30,000,000

Digital X-Ray - 0% 8,200,000 100% 8,200,000

USG Machine - 0% 7,000,000 100% 7,000,000

Substation & Generator - 0% 18,500,000 100% 18,500,000

OT Equipment 21,532,557 100% - 0% 21,532,557

Other Fixed Assets (Furniture & Fixtures) 18,467,443 62% 11,479,193 38% 29,946,636

TOTAL COST OF THE PROJECT 997,603,051 53.86% 854,646,333 46.14% 1,852,249,384

Estimated Earnings Forecas

Particulars 1st Year 2nd Year 3rd Year 4th Year 5th Year

Assumed Capacity Utilization 60% 65% 70% 75% 80%

Sales Revenue 746,923,676 862,787,271 1,138,558,305 1,212,178,366 1,391,481,753

Cost of Service 268,733,630 315,467,372 408,648,131 444,715,925 507,164,531

Gross Profit 478,190,046 547,319,899 729,910,174 767,462,441 884,317,222

Administrative & General Expenses 10,187,200 10,761,760 11,371,568 12,019,038 12,706,772

Operating Profit 468,002,846 536,558,139 718,538,606 755,443,403 871,610,451

Financial Expenses 114,501,872 102,222,271 88,385,309 72,793,474 55,224,203

Net Profit Before WPPF & Tax 353,500,973 434,335,868 630,153,297 682,649,929 816,386,247

WPPF 16,833,380 20,682,660 30,007,300 32,507,139 38,875,536

357

Net Profit Before Tax 336,667,594 413,653,208 600,145,997 650,142,790 777,510,712

Income Tax (35%) 123,725,341 152,017,554 220,553,654 238,927,475 285,735,187

Net Profit After Tax 190,442,253 261,635,654 379,592,343 411,215,314 491,775,525

Debt – Service Coverage Ratio

The Project on its completion is expected to generate such amount of revenue so that the Debt-Service Coverage ratio will be-

1st year of operation 2nd year of

operation

3rd year of

operation

4th year of

operation

5th year of

operation

DSCR (Times) 2.29 2.11 2.77 2.64 3.05

Break-Even Capacity The project on its implementation is expected to be at Break-even at 27% of rated operation of 3rd Year.

Financial Outcomes

Internal Rate of Return (IRR) : 25.18%

Employment Generation : 280 Persons

IDCP : 12%

Benefit-Cost Ratio : 168%

Contribution to GD :

The project on its completion is expected to be make contribution to GDP-Tk. 226.03 Million, Tk. 278.58 Million & Tk. 405.86

Million for 1st, 2nd & 3rd year respectively.

Estimated Earnings Forecast

Particulars 1st Year 2nd Year 3rd Year 4th Year 5th Year

Assumed Capacity Utilization 60% 65% 70% 75% 80%

Sales Revenue 746,923,676 862,787,271 1,138,558,305 1,212,178,366 1,391,481,753

Cost of Service 274,492,404 321,226,146 414,406,905 450,474,699 512,923,305

Gross Profit 472,431,272 541,561,125 724,151,400 761,703,667 878,558,448

Administrative & General Expenses 10,187,200 10,761,760 11,371,568 12,019,038 12,706,772

Operating Profit 462,244,072 530,799,365 712,779,832 749,684,629 865,851,677

Financial Expenses 114,501,872 102,222,271 88,385,309 72,793,474 55,224,203

Net Profit Before WPPF & Tax 347,742,199 428,577,094 624,394,523 676,891,155 810,627,473

WPPF 16,559,152 20,408,433 29,733,073 32,232,912 38,601,308

Net Profit Before Tax 331,183,047 408,168,661 594,661,451 644,658,243 772,026,165

358

Income Tax (35%) 121,709,770 150,001,983 218,538,083 236,911,904 283,719,616

Net Profit After Tax 186,973,277 258,166,678 376,123,367 407,746,339 488,306,549

Ratios:

Raw Materials Cost of Sales 61.61% 63.62% 67.95% 69.05% 72.73%

Cost of Operations to Sales 36.75% 37.23% 36.40% 37.16% 36.86%

Gross Profit to Sales 63.25% 62.77% 63.60% 62.84% 63.14%

Admin & General Expense to Sales 1.36% 1.25% 1.00% 0.99% 0.91%

Operating Profit to Sales 61.89% 61.52% 62.60% 61.85% 62.23%

Financial Expense to Sales 15.33% 11.85% 7.76% 6.01% 3.97%

Net Profit before Tax To Sales 46.56% 49.67% 54.84% 55.84% 58.26%

Net Profit after Tax To Sales 25.03% 29.92% 33.04% 33.64% 35.09%

Debt service coverage ratios (Times) 2.29 2.11 2.77 2.64 3.05

OTHER FINANCIAL INDICATIONS

Break Even Sales 289,511,590 Taka

Break Even Capacity 27 %

Internal Rate of Return 25.18 %

Net Present Value ( NPV) 441,883,469 Taka

Pay- Back Period 4.69 Years

359

PROJECTED CASH FLOW STATEMENT

PARTICULARS Construction 1st Year 2nd year 3rd year 4th year 5th year

A Cash Flows from

Operating Activities

Cash Received from

Customers and Others - 731,985,202 860,469,999 1,133,042,884 1,210,705,965 1,387,895,685

Cash Paid to Suppliers

and Employees - (248,662,753) (293,127,956) (398,341,300) (435,169,304) (506,299,513)

Income Tax Paid

- (121,709,770) (150,001,983) (218,538,083) (236,911,904)

Net Cash from

Operating Activities - 483,322,449 445,632,273 584,699,601 556,998,577 644,684,267

B Cash Flows from

Investing Activities

Purchase of Fixed

Assets (1,852,249,384) - - - - -

Net Cash Used in

Investing Activities (1,852,249,384)

- - - - -

C Cash Flows from

Financing Activities

IPO Proceeds 477,500,000 - - - - -

Investment from

Current Business 465,756,605 - - - - -

Long Term Loan

Increased/( Decreased) 908,992,779 (8,212,897) (109,102,770) (122,939,732) (138,531,568) (156,100,838)

Working Capital

Increased/( Decreased) - 15,000,000 5,000,000 (10,000,000) (10,000,000) -

Financial Expenses

(114,501,872) (102,222,271) (88,385,309) (72,793,474) (55,224,203)

Net Cash Flows from

Financing Activities 1,852,249,384 (107,714,769) (206,325,041) (221,325,041) (221,325,041) (211,325,041)

Net Increase /

(Decrease) in cash and

Cash Equivalents

(A+B+C) - 375,607,680 239,307,232 363,374,560 335,673,536 433,359,226

Cash and Bank

Balances at the

Beginning of the Year - - 375,607,680 614,914,912 978,289,472 1,313,963,008

360

Cash and Bank

Balances at the Ending

of the Year - 375,607,680 614,914,912 978,289,472 1,313,963,008 1,747,322,235

PROJECTED BALANCE SHEET

Amount in

Tk.

Particulars Construction 1st Year 2nd Year 3rd Year 4th Year 5th Year

Assets

Non-Current Assets

1,874,749,384

1,791,218,136

1,730,186,889

1,669,155,641

1,608,124,393

1,547,093,146

Property, Plant and

Equipment

1,852,249,384

1,791,218,136

1,730,186,889

1,669,155,641

1,608,124,393

1,547,093,146

Preliminary Expense (IPO)

22,500,000 - - - - -

Current Assets:

-

415,911,887

662,824,985

1,043,297,972

1,384,865,616

1,831,109,040

Accounts Receivable -

14,938,474

17,255,745

22,771,166

24,243,567

27,829,635

Inventories -

25,365,733

30,654,327

42,237,333

46,659,041

55,957,170

Cash & Cash Equivalent -

375,607,680

614,914,912

978,289,472

1,313,963,008

1,747,322,235

Total Assets (A+D)

1,874,749,384

2,207,130,023

2,393,011,873

2,712,453,613

2,992,990,010

3,378,202,186

Equity and Liabilities

Shareholder's Equity

965,756,605

1,152,729,882

1,410,896,560

1,787,019,928

2,194,766,267

2,683,072,816

IPO Proceeds

500,000,000

500,000,000

500,000,000

500,000,000

500,000,000

500,000,000

Retained Earnings

-

186,973,277

445,139,955

821,263,323

1,229,009,662

1,717,316,211

Investment from Current

Business

465,756,605

465,756,605

465,756,605

465,756,605

465,756,605

465,756,605

361

Non-Current Liabilities

908,992,779

900,779,882

791,677,112

668,737,379

530,205,812

374,104,974

Term loan (Bank)

908,992,779

900,779,882

791,677,112

668,737,379

530,205,812

374,104,974

Current Liabilities

-

153,620,259

190,438,201

256,696,305

268,017,931

321,024,396

Accounts Payable -

16,910,489

20,436,218

28,158,222

31,106,027

37,304,780

Working Capital Loan

-

15,000,000

20,000,000

10,000,000

-

-

Tax Payable -

121,709,770

150,001,983

218,538,083

236,911,904

283,719,616

Total Liability

908,992,779

1,054,400,141

982,115,313

925,433,685

798,223,743

695,129,370

Total Equity and Liabilities

1,874,749,384

2,207,130,023

2,393,011,873

2,712,453,613

2,992,990,010

3,378,202,186

N

[

362

CHAPTER – XXI USE OF PROCEEDS: section

363

The use of the issue proceeds shall be disclosed in the prospectus in details: provided that not more than 1/3rd of the issue proceeds shall be used for repayment of loans or as working capital. The following disclosures shall be made in this regard: (a)Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up;

Sl Utilization of IPO proceeds Amount in Tk. Remarks

01 To procure machineries 388,889,728 Details break up of procurement of machineries

has been given in Note-A

02 Repayment of bank loan 88,610,272 Details break up of Loan repayment has been

given in Note-B

03 Meeting of IPO expenses 22,500,000* Tentative actual cost may be varied and shall be

adjusted accordingly from own source

Total 500,000,000

Note-A: Details break up of cost of procurement of machinery

Nature of work Amount in

Tk.

Projected date of

commencement of

work

Projected date of

completion of work

Expected time required to

completion of work after

IPO fund received

a. External Beam

teletherapy Machine

b. MRI machine

c. CT Simulator

Machine

d. Digital X-ray

e. Bone Marrow

Transplantation

Center

388,889,728

After receive of IPO

fund we shall open

L/C for procurement

of machineries

Machineries (except

External Beam

teletherapy Machine

and MRI) shall be

installed Within 5

months after opening of

L/C.

Installation of External

Beam teletherapy

Machine

and MRI shall be

completed within 12

months of opening of

L/C

Bone Marrow

Transplantation Center

shall be set up within 18

months of opening of

L/C

18 months

364

Details of Machineries

Sl. Name of

machinery Details

specifications *Cost of

machinery (Tk.) Name of supplier

Country of origin

1 External Beam

Teletherapy

Machine

Please see Note-1 118,127,942** Projukti International Canada

2 MRI Machine Please see Note-2 110,108,049 Siemens Health care GmbH Germany

3 CT Simulator

Machine Please see Note-3 72,312,537 Siemens Health care GmbH Germany

4 Digital X-ray Please see Note-4 8,200,000 Madigrapic Trading Ltd. Japan

5 Bone Marrowo

Transplantation

Center

Please see Note-5 80,141,200** Technoworth Associates Ltd

& Diamed USA

Total 38,88,89,728

**Note:

1. The Cost of above imported machine may be varied due to invoice value may be changed at the time of purchse. It is mentionable here that if any additional fund shall required, the Company shall provide that additional fund from own source.

2. Price of imported equipment includes FOB price, freight cost, insurance, regulatory fees, local tax and customs duty, transportation, erection etc.

3. Total Cost of set up of Bone Marrowo Transplantation Center is BDT 80,141,200. Out of which, BDT 64,145,000 is cost of Machinery including TAX and VAT and rest of amount of BDT 1,59,96,200 will be used as construction cost.

Note-1

External Beam Teletherapy Machine

Sl Name of

Machine

Description

External

Beam

Teletherapy

Machine

BASE UNIT

THERATRON® Equinox External Beam Therapy System

Fully IEC compliant to IEC 60601-1,60601-1-

2(2001),60601-2-11

100 cm Pendulum

Includes:

-SAD Isocentric Pendulum, 100cm

• Hand Control

• Remote Control Console

-Accessory rails

• 19”flat screen in-room screen display

• Uninterruptible Power Supply

• One box of Radiographic film XV2

• One THERATRON Equinox User Manual

• One THERATRON Equinox Service Manual

• Bulbs and Fuses kit

- False Wall Kit

365

- Treatment distance indicator, 100cm

- Spares Kit Equinox 100

Cable Length: 27.4m(90ft.)-Console to Unit

Power: 115 VAC,60Hz or 230VAC, 50Hz(Select One)

Manuals, labeling and screen displays will be provided in English language only.

TABLE

Avanza Patient Positioning Table Motorized motions

isocentric rotation, vertical, lateral and longitudinal motions. Table positions are displayed on the in-room

screen display. Laminate table top with tennis racket Spares Kit-For Avanza Table

AVANZA TABLE ACCESSORIES

Oblique Treatment Table Top Inserts-100cm

FACTORY INSTALLED OPTIONS

100cm SAD

The 100cm SAD configuration provides a maximum field

size of 43x43cm

Full Remote Auto-Setup-Factory installed option:

This accessory hardware and software provides redundant position sensing of all 5 collimator positions. All

collimator positions can be set up automatically from the Control Console, alongwith gantry angle. This

functionality allows very efficient delivery of multiple beam treatments.

Motorized Wedge

An internal wedge controlled electromechanically produces effective wedge angles by varying the ratio of

time the wedge is in the beam relative to total exposure time.

Asymmetric Collimator

The asymmetric collimator provides independent collimator leaf motion

Collision Detection Device

Additional Accessories

MultiLeaf Collimator (MLC)

MultiLeaf Collimator which includes: (For 100cm units Included only)

#of leaves: 60 (2 banks of 30)

-Max field size 30x30cm for CRT and 30x15cm for IMRT (50% over travel)

-Leaf thicknesses 1cm projected at isocentre

-Tungsten leaf height 5cm

-Inter leaf lekeage <2%

-Leaf focus: single focus

-Weight: 60kg

-MLC is easily removable for operation with standard collimator (43x43 cm field)

-MLC controller PC and integrated cabling

-3D-CRT and IMRT Planning Software

Treatment Planning System (TPS)

Mobile MOSFET wireless Dose Verification System

The mobile MOSFET is a portable, easy to use, seamlessly integrated system that simplifies dosimetry and

minimizes QA time

Source

178 Rmm ICRU or 205 Rmm ECR(equipment conversion

ratio) 2.0cm diameter source

Unit output of 280cGy/min Air Kerma Rate for maximum field size, or, 263cGy/min for 10cmx10cm field at

Dmax at 80cm SAD, and; 179cGy/min Air Kerma Rate for maximum field size, or, 166cGy/min for

10cmx10cm field at Dmax at 100cm SAD

Activity minimum: 10,000 Curies

366

Beam Physics Data at 100cm SAD is included with purchase of a source for a THERATRON configured at

100cm SAD

Note: Shipping and insurance charges are not included in the above price

Invoice price is fixed based on the output being within +/-of the ordered output. If the measured output, as

measured and confirmed by Best Theratronics Ltd, is less than 90% of the ordered output the price shall be

reduced by the ratio of measured-to-90% of ordered out put. Source to be shipped in F147 shipping container.

Price includes container rental for a 30day period. A rental charge of 500.00 per day will be applied to

containers returned after 30 days.

Sealed sources supplied by Best Theratronics Ltd may be returned to Best Theratronics Ltd after their useful

lives. The returned sealed sources will become the property of Best Theratronics Ltd upon arrival. Upon

request, Best Theratronics Ltd will provide qualified personnel and licensed shipping containers to execute

the source removal and transfer. Removal, transfer, shipment and disposal of the sealed sources will be

charged to the customer‟s account.

GENERAL ACCESSORIES

Mechanical Back pointer

Universal Wedge Kit Includes 15,30,45,60 degree Universal Manual Wedges Included for fields up to

15Wx20L-cm at 80 cm SAD or 18.5Wx25L cm at 100 cm SAD

GAMMEX LASER SYSTEM

Gammex 2 red cross and 1 red sagittal line lasers with installation Includes 3 red diode lasers (2 red cross and

1 Included red sagittal) and power supply 110/220V Installation

RADIATION AND PATIENT MONITORING ACCESSORIES

Radiation Therapy Room Monitor The radiation room monitor consists of a switch Included selectable trip

level at 2.5 or 20mR/hr with flashing lights to indicate source exposure

CCTV System (115V-220V/50Hz-60Hz) Included Includes B/W monitor, camera, lens, bracket and 12.2m

cable

Voice Intercom Kit, Teletherapy Systems 220V/115V

INSTALLATION

Installation by Team Best Theratronics Asia

COMBINATION TOOL KIT & CRANE

Theratron Installation Crane Box

Theratron Installation Tool Box

Equinox Secondary Tool Box

SHIPPING CHARGES


Return SHIPPING CHARGES:


NOTE:

3. Shipment from airport/seaport to customer site including return from customer site to airport/seaport is the

responsibility of the customer. The actual shipping charge will be determined prior to you issuing your

purchase order. A revised quotation can be issued upon request. 4-6 weeks is needed to provide current

shipping charges Not included in the above rates: transport insurance, customs, duties, taxes, customs

inspection/examination, storage charges and container detention/demurrage charges. Above rates subject to

confirmation at actual time of shipment. Subject to acceptance of Class 7 at actual time of shipment.

INSURANCE CHARGES

Ottawa, Ontario, Canada to Destination Port(s) only.

367

Sl Name of Machine Specification

2 Note-2

MRI Machine

Name : 1.5 T Super Conductive 16 Channel Silent MRI

Model : MAGNETOM Amira

Manufacturer : Siemens Healthcare GmbH, Germany

Country of Origin : Germany (Main System)

HS COD : 9018.13.00

Description:

MAGNETOM Amira, Tim 4G+DotSystem

MAGNETOM Amira provides advanced clinical capabilities at lower costs per scan. It is based on

the latest MRI software, featuring Quiet Suite for high patient comfort. The all new Eco-Power

allows energy reduction of 30% in standby mode – taking care of a more ecological footprint and

lower TCO.

The system includes:Tim 4G+Dot

Tim 4G provides increased patient comfort and optimized workflow efficiency. Only one patient

setup, no repositioning, no changing of coils. Ultra-light-weighted coils with high density of coil

elements for maximized patient comfort and increased SNR. Feet-first positioning reduces

claustrophobia.Tim 4G with its 4G flexibility, 4G accuracy and 4G speed brings image quality and

acquisition speed to a new level.

Dot offers a customizable framework for patient personalization, user guidance and exam

automation. Optimized scan strategies are provided and can be selected based on patient condition,

which allow for high quality exams even when conditions change. Integrated decision points allow

the user to easily add or remove one or a group of protocols with one click. Step by step image and

text guidance guides novice users even through the most complicated exams. Exam automation

allows optimal timing for breathing, scanning, planning or contrast arrival. Dot can be easily

customized to follow the individual standards of care.Dot is personalized, guided and automated

and designed to improve workflow efficiency and image consistency.

MAGNETOM Amira gives a patient friendly appearance that can significantly help patients with

anxiety or claustrophobia.

Magnet:

Short 155 cm long (171 cm with covers), whole-body superconductive 1.5T magnet with active

shielding (AS) technology with counter coils

External Interference Shielding (E.I.S.)

Excellent homogeneity enabled by TrueForm magnet design which allows for a cylindrically

optimized homogeneity volume resulting in higher image quality (50 × 50 × 45 cm³ DEV, typ. 4.7

ppm based on the 24-plane plot method)

The magnet has a helium capacity of approximately 1,300 liters and a typical Helium boil-off rate

of 0 l/yr during typical, undisturbed clinical operation depending on the sequences used and

examination time, and provided the system is serviced in regular intervals.

It has an integrated magnet cooling system.

Integrated Eco-Power technology to save around 30% of energy during standby of the system.

368

Gradient system :

Actively shielded water-cooled world-class gradient system

True Form Gradient Design

All axes force compensated

DirectRX - RF Transmit/Receive System:

Fully integrated Receive path in the magnet housing including extremely

compact water-cooled solid state amplifier with 15 kW peak power

High dynamic range

Feedback loop for real-time sequence adaptation

Integrated no tune transmit/receive Body Coil

The revolutionary Tim 4G technology allows connecting up to 96 coil

elements simultaneously enabling higher SNR and iPAT in all directions.

No repositioning of patients is needed even for large Field of View

examinations.

Dual-Density Signal Transfer enables ultra-high density coil design by

integrating key RF components into the local coil.

Tim 4G Coils:

The new Tim 4G coil technology with Dual-Density Signal Transfer, DirectConnect and

SlideConnect technology combines key imaging benefits:

Excellent image quality, high patient comfort, and unmatched flexibility.

The Tim 4G coils are designed for highest image quality combined with easy handling. The high

coil element density increases SNR and reduces examination times. DirectConnect and

SlideConnect™ technology reduce patient set up time significantly. The coils are designed with

the patient in mind. Light weighted coils and open design ensure highest patient comfort which

results in better patient cooperation and image quality. No coil changing with multi-exam studies

saves patient setup- and table time.

AutoCoilSelect enables dynamic, automatic, or interactive selection of the coil

System includes the following coils:

coil 16- 1 no.

Body 13 - 2 nos.

Spine 18 - 1 no.

iTX Extremity 18 #Am - 1 no.

Flex Large 4 - 1 no. / Flex Small 4 - 1 no.

Breast coil – 1 no.

369

Tim Table

The maximum scan range of the Tim Table is 140 cm.

The maximum patient weight of 200 kg (440 lbs) is valid for horizontal and

vertical movements, which ensures maximized patient comfort for obese

patients.

The patient table can be lowered to a minimum height of 58 cm from the

floor, for easier patient positioning and better accessibility for geriatric,

pediatric or immobile patients. An infusion stand is integrated to ensure fast

patient set up also for critical patients.

Multiple Tim4G coils can be connected at once for efficient and patient

friendlyexaminations.

The Tim Table can be moved with two clicks into the isocenter - one click to

the upmost position and one click into the isocenter.

Dot (Day Optimizing Throughput) Engine

Dot multiplies the power of Tim resulting in greater image consistency and diagnostic

confidence.DotGO

Go for consistent results, efficiently with Dot Engines.

Dot Cockpit

The central tool to continuously build knowledge into standardized exams strategies and to make

those available for every user in the MRI department. Dot Cockpit is the new starting point

forevery exam.

Dot Control Center and Dot Display

The ergonomically designed Dot Control Center is integrated left into the front cover for

controlling table movement and interaction with the Dot Display. The Dot Control Center is well

illuminated for easy visual recognition. Automated table move up to upmost position, to center

position or Home position facilitate smooth patient preparation and will reduce table time

Dot Technology

Dot gives uniquely tailored, optimized scans configurable to patient condition or clinical

question.Dot provides patient personalization, user guidance and exam automation and is of course

configurable by the user to adapt to the different clinical needs and standards of care.

Brain Dot Engine

The Brain Dot Engine provides guided and automated workflows customizable to the site specific

standards of care for general brain examinations. The Brain Dot Engine supports the user in

achieving reproducible image quality with increased ease of use and time efficient exams.

Tim Application Suite

The Tim Application Suite offers a complete range of clinically optimized sequences, protocols

and workflow functionalities for all body regions. Excellent head-to-toe imaging can be

accomplished with the sequences and features included in this application suite. To enable this

comprehensive application range, ten dedicated application packages have been included.

370

System includes the following Software:

Neuro Suite

Angio Suite

Cardiac Suite

Body Suite

Onco Suite

Breast Suite

Ortho Suite

Pediatric Suite

Scientific Suite

Neuro Suite

Comprehensive head and spine examinations can be performed with dedicated programs. High

resolution protocols and fast protocols for uncooperative patients are provided. The Neuro Suite

also includes protocols for diffusion imaging, perfusion imaging, and fMRI. It includes for

example:

Angio Suite

Excellent MR Angiography can be performed to visualize arteries and veins with or without

contrast agent.

Contrast-enhanced MRA

Cardiac Suite

The cardiac suite covers comprehensive 2D routine cardiac applications, ranging from morphology

and ventricular function to tissue characterization. Featuring syngo BEAT 2D in conjunction with

iPAT and T-PAT techniques.

Physiological Measurement Unit (PMU) - Wireless Physio Control

Synchronizes the measurement with the physiological cycles (triggering to

minimize motion artifacts caused by cardiac and respiratory movements)

Wireless Sensors

Wireless Vector ECG / respiration and pulse sensors for physiologically

synchronized imaging, rechargeable battery-powered - for optimized patient

handling

Physiological Signals Display

ECG (3 channels)

371

Pulse

Respiration

External Trigger Input Display

Breast Suite

MR imaging has proven a very high sensitivity for breast lesions and is the gold standard for the

examination of silicone implants. Extremely high spatial and temporal resolution can be achieved

in very short measuring times by using iPAT with GRAPPA.

Body Suite

Body Suite covers your needs for clinical body applications. Ultrafast high resolution 2D and 3D

protocols are provided for abdomen, pelvis, MR Colonography, MRCP, dynamic kidney, and MR

Urography applications. Siemens unique 2D PACE technique makes body imaging easy allowing

for multi-breath hold examinations as well as free breathing during the scans. Motion artifacts are

greatly reduced with 2D PACE Inline technology.

Onco Suite

MR imaging has an excellent advantage of soft tissue contrast, multi-planar capabilities and the

possibility of selectively suppressing specific tissue e.g. fat or water. This helps visualize

pathologies, particularly metastases. The Onco Suite features a collection of sequences as well as

protocols and evaluation tools that guide through a detailed screening of clinical indications, such

as in hepatic neoplasms.

OrthoSuite

Ortho Suite is a comprehensive collection of protocols for joint and spine imaging. MR imaging is

especially suitable for avascular necrosis and internal derangements. The protocols included in this

Suite can also be applied for imaging of tumors and infections.

Pediatric Suite

The parameters for pediatric imaging vary significantly in comparison to the parameters for adults.

The reasons are developing tissues, body size, faster heart rates and restricted compliance with

breath-hold commands. Protocols can be adapted for imaging infants.

Scientific Suite

Scientific Suite supports the scientifically oriented user with an easy access to application-specific

data for further processing and advanced image computation methods.

MAGNETOM Amira runs syngo MR software. syngo® is the unique software platform for

Patient Communication

The intercom system includes an ergonomically designed patient

communication unit for desktop positioning on the syngo Acquisition

Workplace and pneumatic headphones for the patient.

It controls emergency table stop, volume control of speaker and headphones

in the examination room, volume control of speaker in the control room,

response to the patient's activation of the assistance-call button and provides

a connection to an external audio system (external audio system is not

included in the basic unit) for music playback.

372

Computer system

The high performance measurement and reconstruction system and the high performance host

computer are ideally suited for even the most demanding applications. The PC-based computer

system uses the intuitive syngo MR user interface. The computer system includes the following

components:

High-performance measurement and reconstruction system

Intel Quadcore Processor ≥ E3-1225

Clock rate of ≥ 3.2 GHz

Main memory (RAM) of 32 GB

Hard disk for raw data ≥ 500 GB x2

Hard disk for system software ≥ 500 GB

Parallel Scanning and Reconstruction of up to 8 data sets

Reconstruction speed

11,800 recons per second (256 x 256 FFT, full FoV)

54,140 recons per second (256 x 256 FFT, 25 % recFoV)

High-performance host computer

Intel Xeon processor ≥ E5-1620 QuadCore

Clock rate ≥ 3.6 GHz

Main Memory (RAM) ≥ 32 GB

Three hard disks

system SW ≥ 300 GB SAS

data base ≥ 300 GB SAS

images ≥ 300 GB SAS

DVD-R writer for CD-R (approx. 4000 images 2562 DICOM Standard, ISO

9660 ) and DVD-R (approx. 25 000 images 2562 DICOM Standard, ISO

9660) storage of DICOM data or other data like AVI files

DVD-ROM drive

Electronic mouse.

XF gradients

Siemens XF gradients provide actively shielded, water cooled world-class gradients. All axes are

force-compensated.

The XF gradients have:

Maximum gradient amplitude of 33 mT/m, per axis, i.e. 57 mT/m vector

373

summation gradient performance,

max. slew rate 125 T/m/s per axis, i.e. 216 T/m/s vector summation,

minimal rise time 264 µs, from 0 to 33 mT/m amplitude

Max. output voltage for each of the gradient axes 1125 V

Max. output current for each of the gradient axes 330 A

Separate cooling channels that simultaneously cool primary and secondary

coils allow the application of extremely gradient intensive techniques in a

new class of performance.

100% duty cycle for fast and demanding techniques such as ultra-short TE

MRA in continuous operation, thin slice single breath-hold liver studies and

EPI imaging techniques (all optional in appropriate clinical packages).

Variable Field-of-View selection from 0.5 cm to 50 cm (up to 45 cm in z

direction) for optimal coverage and highest spatial resolution in diagnostic.

The minimum slice thickness in 2D and 3D is 0.1 mm and 0.05 mm,

respectively.

Acquisition of sagittal, transverse, coronal, single oblique and double

oblique slices with highest resolution.

Note-3:

CT Simulator Machine

Wiede Bore CT Simulator (20 Slice)

Model : SOMATOM Confidance 20

Country of Origin: Germany

H.S.Code :9022.12.00

Description:

SOMATOM Confidance 20

Simens‟ latest wide bore CT Scanner designed specifically to meet the nneeds of the modern radiation therapy department. 80 cm large bore CT scanner. Powered by:

- 80kw generator and 50 MHU STRATION X-ray tube - stellar RT Detector: high- end detector equipmed with Simens‟most advanced detector technology

- Dual Energy : can potentially aid in better tissue visualization and characterization -

Note-4:

Digital X-ray

X-Ray Machine

1. Shimadzu RadSpeed FIT 1000mA High Frequency X-ray System Consisting of:

High frequency high voltage Gernerator 80kw

400KHU X –ray Tube

Floor- Mount Tube Mount

374

Wall Bucky Stand

Bucky Table (Fourway)

2. Fujiflim Brand FPD System

Fujiflim FPD D-EVO System with single D-EVO Panel

Control system

DrypiX Edge

Manufacturer: X-Ray Machine Shimadzu Corporation, Japan, & FPD Fujiflim Corporation

, Japan.

Country of Origin: Japan.

Note-5:

Bone Marrow Machine

1.Flow Cytometer:

Model: Attune NxT (A828997),

Manufacturer: Invitrogen by Thermo Fisher Scientific, USA,

Country of Origin: Singapore

2.Apheresis System;

Model : Spectra Optia

Principal : Terumo BCT, USA

3. Blood Bag Centrifuge:

Model : Multifuge 4 KR

Capacity: 4X450ml Quad/ Triple Blood Bags


4. Plasma Freezer:

Model : TSX 1230LV

Capacity: 12c ft., Range: -35o to 150 C (-300C)


5. Platelet Incubator+ Agitator

Model: PN150

Capacity: 54 Platelet Bags

Principle: NUVE Turkey 6. Ultra Low Temp. Freezer(-860C) Model : FDE40086LV

Capacity: (19.4CU. FT../459 L), Range -500C to -860 C)

Principal : Terumo Fisher Scientific , USA 7. Cryo Freezer: Model : UL-7150-9-V

Capacity: 193 L, Range: -150o

Principal : Terumo Fisher Scientific , USA 8. Controlled Rate Freezer:

375

Model : CryoMed 7453

Capacity: 34L

Principal : Terumo Fisher Scientific , USA 9. Sample Storage System – Auto Fill LN2: Model : CryoExtra 20 CE812M

Capacity: 55 L

Principal : Terumo Fisher Scientific , USA 10. LN2 Supply Tank: Model : 8121

Capacity: 230 L

Principal : Terumo Fisher Scientific , USA 11. Biosafety Cabinet Class II A2: Model : Forma 1386

Size: 4 ft.

Principal : Terumo Fisher Scientific , USA 12. Fully Automated Coagulation Analyzer Model : Humaclot Pro

Pincipal : Human, GmbH, Germany 13. Blood Collection Monitor: Model : Hemotek 2

Principal : Delcon, Italy 14. Blood Bag Tube Sealer: Model : Hemoweld B

Principal : Delcon, Italy 15. Plsma Expressor: Model : Plsma Press

Principal : Delcon, Italy 16. PH Meter: Model : Sension Plus Ph3

Principal : Hach, USA 17. Digital Magnetic Striring Hot Plate Model : AREC

Principal : VELP Scientifica, Italy 18. Other Accessories:

376

Note-B: Details of loan repayment

Sl. Name of bank with

branch

Amount of long term loan outstanding as on 30 June

2019 (Amount in Tk.)

Rate of interest

Repayment amount from IPO proceeds subject

to approval of regulatory

authority of IPO (Amount in Tk.)

Approximate date of repayment of

Loan

1

NCC Bank Limited

Darus Salam Road

Branch

954,521,823 12% p.a 8,86,10,272

Within 01 month after listing

(b) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors‟ contribution and capital raised of the issuer at the time of submission of prospectus, in details with indication of use of such funds in the financial statements;

The Company has not received any fund through private placement from sponsor or any other person. The Project cost initially had been meetup through bank financing and issuing rights share and existing business income. Details of initial cost have been given below:

Sl. Particulars Amount (Tk.) Source

1 Total Project cost 1,852,249,384 Bank Loan, Business Income and IPO (subject to approval)

2 Cost already incurred 1,404,162,972 Bank Loan and business income and other source such as issuing rights share and proceeds from sale of Investment (Globex Pharmaceuticals share)

3 Cost to be incurred 448,086,412 a. Bank Loan b.Internal Cash Generation and c. IPO (subject to approval of regulatory authority)

Indication of use of such fund in cash flow statement

The expenditure incurred for project implementation has been reflected in the statement of cash flow under the head „Acquisition of Property plant and Equipment „ and „Capital work in process-Building‟ as follows:

Sl. particulars 2018-2019 2017-2018 2016-2017 2015-2016 2014-2015

Amount in

Tk. Amount in

Tk. Amount in Tk. Amount in Tk.

1 Acquisition of property plant and equipment

31,622,920 36,963,745 3,44,09,439 18,14,89,839 1,45,10,591

2 Capital work in process-building

62,966,614 72,764,675 15,83,56,911 12,10,61,784 11,18,42,440

( c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form of investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief description of business and financials of such venture; The Company has no objective to invest its net proceeds of IPO in any Joint venture, a subsidiary, associate or acquisition purpose.

(d)If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned. In this connection, copies of contract to meet the additional funds are required to be submitted to the

377

Commission. The means and source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the proceeds of the issue along with utilization of such funds;

Total project cost (Tk.)

Procurement of Machinaries thorugh ulitization of IPO fund

(Tk.)

Additional fund requirement (Tk.)

Source of additional fund

Amount of add. Fund (Tk.)

1,852,249,384 38,88,89,728 1,463,359,656 Debt 997,603,051

Own fund 465,756,605

Details of Bank Loan

Name of Bank with Branch

*BASIC Bank Limited, Shantinagar Branch

Particulars Amount (Tk.)

Loan already sanctioned** Other terms and Conditions:

a. Interest rate-12% b. Mortgage-

Registered mortgage of 98.17 decimal of land with building

c. Grace period- 12 months

1,166,700,000

Loan already availed (up to 31 December 2019) 1,166,700,000

Loan to be availed -

Note:* The above loan was subsequently takeover by NCC Bank Limited, Darus Salam Road Branch. ** As per bank sanctioned letter. Schedule of repayment from IPO proceed

Sl. Details Amount (Tk.)

1 Loan already availed (up to 31 December 2019) 1,166,700,000

2 To be repaid from IPO proceeds 8,86,10,272

(e)A schedule mentioning the stages of implementation and utilization of funds received through public offer in a tabular form, progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, the approximate date of completion of the project and the projected date of full commercial operation etc. The schedule shall be signed by the Chief Executive Officer or Managing Director, Chief Financial Officer and Chairman on behalf of Board of Directors of the issuer

Stages of expansion project

Sl. Stage of

implementation Progress made so far

Total

(Tk.)

Approximate date of

utilization of fund

Projected date of

completion of Work

Status

Cost already incurred

(Amount in Tk.)

To be incurred (From IPO)

To be incurred

(From other

source)

1 Land acquisition

- - - Nil Nil Nil Expansion project is situated in existing land.

378

Therefore additional land acquisition not required

2 Land development

- - - Nil Nil Nil Completed

Details of civil work

3 Foundation 120,000,000 - Done Done Completed

4 Building Construction (From Basement 1, Basement 2 , Ground floor to 9th Floor)

996,303,316 - 22,196,684 1,018,500,000 IPO fund shall not be used in the building construction purpose

End of July 2020 (expected)

Going on

7 Machineries and other fixed assets

407,859,656 38,88,89,728 37,000,000 833,749,384 Machineries

(except

External Beam

teletherapy

Machine

and MRI) shall

be installed

Within 5

months after

opening of

L/C.

Installation of

External Beam

teletherapy

Machine

and MRI shall

be completed

within 12

months of

opening of L/C

Bone Marrow

Transplantation

Center shall be

set up within

18 months of

opening of L/C

After 12 Months after receiving of IPO proceeds

Yet to be installed

Total 1,404,162,972 38,88,89,728 59,196,684 1,852,249,384

Sd/- Sd/ Sd/

Md. Bakbul Islam FCMA




Abu Saleh Abdul Muiz

Chairman

379

(f)If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall disclose the terms of such contracts, and copies of the contracts shall be enclosed as annexure to the prospectus

As per rule (B)(21)(f) of Annexure-G of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 there is no contract covering any of the activities of the Issuer Company for which the proceeds of sale of securities from IPO is to be used. (g)If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of working capital requirement along with the relevant assumptions, reasons for raising additional working capital substantiating the same with relevant facts and figures and also the reasons for financing short with long term investments and an item wise break-up of last three years working capital and next two years projection

IPO proceeds will not be utilized for working capital.

(h)Where the issuer proposes to undertake one or more activities like diversification, modernization, expansion, etc., the total project cost activity-wise or project wise, as the case may be


IPO proceeds Own fund

Construction Cost of Building

653,027,714 65% - 346,972,286 35% 1,000,000,000


LINAC -3 Truebeam 156,724,000 75% - 51,805,126 25% 208,529,126

External Beam Teletherapy Machine - 0% 118,127,942

- 100% 118,127,942

CT Simulator Machine - 0% 72,312,537 - 100% 72,312,537

Bone Marrow Transplantation Plant - 0% 80,141,200

- 100% 80,141,200

MRI Machine - 0% 110,108,049 - 100% 110,108,049

CT Scan Machine - 0% - 30,000,000 100% 30,000,000

Digital X-Ray - 0% 8,200,000 - 100% 8,200,000

USG Machine - 0% - 7,000,000 100% 7,000,000

Substation & Generator - 0% - 18,500,000 100% 18,500,000

OT Equipment 21,532,557 100% - - 0% 21,532,557

Other Fixed Assets (Furniture & Fixtures) 18,467,443 62%

11,479,193 38% 29,946,636

TOTAL COST OF THE PROJECT

997,603,051 53.86% 388,889,728 465,756,605 46.14% 1,852,249,384

380

(i)Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, if any, which have already been implemented

Sl.

Particulars Amount in Tk. Amount in Tk.

1 Total project cost 1,852,249,384

Which comprises of:

A Phase-1 (cost already incurred) 1,404,162,972* B Phase-2 (cost to be incurred) 448,086,412** Total (a+b) 1,852,249,384

Phase-1 (cost already incurred):

Sl Particulars Cost Incurred (Tk.) Source of Fund

1 Construction and Building 996,303,316 Bank Loan

2 Machienery, Equipment and Fixed Asset 407,859,656 Internal Cash Generation

Total 1,404,162,972

Phase-2 (cost to be incurred):

Sl Particulars Cost to be Incurred (Tk.) Source of Fund

1 Procurement of Macineries 388,889,728 IPO

Additional cost for completion of the project 59,196,684 Internal Cash Generation

Total 448,086,412

(j)The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or project cost with sponsors, directors, key management personnel, associates and group companies There are no such transaction occurred or shall be occurred in terms of utilization of IPO proceeds with sponsor, directors , Key management personnel, associate and Group companies .

(k)Summary of the project appraisal or feasibility report by the relevant professional people with cost of the project and means of finance, weaknesses and threats, if any, as given in the appraisal or feasibility report.

The proposed project envisages for setting-up of a Modern Specialized Hospital with a capacity of 150 Beds and Specialized Doctors Chambers to provide Health-care Services to the people of the country. The Hospital will be equipped with modern machinery and equipment of USA, Japan, Germany, China and India origin to provide, Linear Accelerator Machine, Acuity Simulator, Video Endoscopy, Mammography, 4D Ultra sonogram, Echo Cardiogram, High Frequency X-Ray, ICU and many more modern Health-care facilities. The initial total cost for the proposed hospital project has been estimated at Tk. 1,852.25 Million. In the meantime the sponsor’s are invested of Tk. 1,404.16 Million sourcing from existing business income and bank finance and for completion of the rest of the construction works and procurement of the machinery & equipment Tk. 448.09 Million will be collected from any scheduled commercial Bank or Financial institution in Bangladesh and Initial Public Offering.

381

Cost of the Project

The Total Cost for the proposed hospital has been estimated at Tk. 1,852.25 Million excluding Interest during Construction Period (IDCP). Brief are as follows:

PROJECTED INVESTMENT PLAN Amount (TK)

Construction Cost of Building 1,000,000,000



External Beam Tele-therapy Machine 118,127,942




CT Scan Machine 30,000,000



Substation & Generator 18,500,000


Other Fixed Assets( Furniture & Fixtures) 29,946,636

Total Cost of the project 1,852,249,384

Means of finance


Construction Cost of Building 653,027,714 65% 346,972,286 35% 1,000,000,000


LINAC -3 Truebeam 156,724,000 75% 51,805,126 25% 208,529,126

External Beam Teletherapy Machine - 0% 118,127,942 100% 118,127,942

CT Simulator Machine - 0% 72,312,537 100% 72,312,537

Bone Marrow Transplantation Plant - 0% 80,141,200 100% 80,141,200

MRI Machine - 0% 110,108,049 100% 110,108,049

CT Scan Machine - 0% 30,000,000 100% 30,000,000

382

Digital X-Ray - 0% 8,200,000 100% 8,200,000

USG Machine - 0% 7,000,000 100% 7,000,000

Substation & Generator - 0% 18,500,000 100% 18,500,000

OT Equipment 21,532,557 100% - 0% 21,532,557

Other Fixed Assets (Furniture & Fixtures) 18,467,443 62% 11,479,193 38% 29,946,636

TOTAL COST OF THE PROJECT 997,603,051 53.86% 854,646,333 46.14% 1,852,249,384

Weakness

Shortage of adequate space

Limited bed capacity

Capacity utilization of the project is moderate

Threats

Frequently changes of medical technology

Increase of costing of maintenance of machinery

Migration of skilled manpower and nurses

383

CHAPTER- XXII LOCK- IN:

384

(a) Provisions for lock in as per these Rules;

Ordinary shares of the issuer, at the time of according consent to the public issue, shall be subject to lock-in, from the first trading day at the exchange in the following manner : (a) shares held by sponsors, directors and shareholders holding 10% (ten percent) or more, for 03 (three) years; (b) in case, any existing sponsor or director of the issuer transfers any share to any person, those transferred shares, for 03 (three) years; (c) shares allotted to any person, before 4 (four) years or more of according consent to the public issue, other than the persons mentioned in clause (a) and (b), for 01 (one) year; (d) shares held by alternative investment funds, for 01 (one) year; (e) shares held by any person, other than the shares mentioned in clause (a), (b), (c) and (d) above, for 02 (two) years : (b) Statement of securities to be locked in for each shareholder along with BO account number, lock-in period and number of securities to be locked-in.

Lock in period shall be applicable from the date of issuance of prospectus

Sl. Name of Shareholders No. Of Share

Holding % of shareholding BO ID Status

Lock in Period from the trading date of Issuance .

Before IPO

After IPO

1 Dr. Syed Mukarram Ali 1,305,000 3.93% - 1201640000568033 Sponsor Director 3 years

2 Mr. A.Q.M. Nurul Absar 1,423,942 4.29% - 1201910003967352 Sponsor Director 3 years

3 Mr. M. Ashraf Rahim 107,674 0.32% - 1604420061956121 Sponsor Shareholder 3 years

4 Mr. S.M.A. Mannan 414 0.00% - 1601880004109278 Sponsor Shareholder 3 years

5 Mr. Mir Amjad Hussain 1,045,492 3.15% - 1202200015915659 Sponsor Director 3 years

6 Mr. Habibur Rahman 1,000,001 3.01% - 1203440041635219 Sponsor Director 3 years

7 Mr. Mahmud Hassan 1,010,000 3.04% - 1203350057732906 Sponsor Director 3 years

8 Mr. Mahbub Hossain 146,102 0.44% - 1204220040765105 Sponsor Shareholder 3 years

9 Mr. Mozammel Huq 187,251 0.56% - 1203624444584642 Sponsor Shareholder 3 years

10 Dr. Nasir Uddin Ahmed 321,078 0.97% - 1203010006683171 Sponsor Shareholder 3 years


217,756 0.66% - 1201600062008263 Sponsor Shareholder 3 years

12 Mr. Md. Nasir Uddin Chowdhury


13 Mrs. Nazmin Showkat Ali 1,814,579 5.46% - 1205660061733729 Sponsor Director 3 years

385

14 Dr. Muhammad Raushan Ali


15 Dr. Rashid Hyder 27,235 0.08% - 1201820015329636 Sponsor Shareholder 3 years

16 Dr. Shafiqul Huda Chauhdury


17 Dr. Mohd. Shafiullah 423,093 1.27% - 1203620065422715 Sponsor Shareholder 3 years

18 Dr. Mohammed Shahjahan 257,534 0.78% - 1203980001287374 Shareholder 3 years

19 Mr. Mohd. Shawkat Ali 1,069,511 3.22% - 1205660061733621 Sponsor Director 3 years

20 Mr. Hafiz Uddin Ahmed 18,424 0.06% - 1604420062552774 Shareholder 3 years

21 Mrs. Shahina Jesmin 18,424 0.06% - 1604420062552741 Shareholder 3 years

22 Mr. Md. Abdul Hye 43,070 0.13% - 1204310044347541 Shareholder 3 years

23 Mr. Mujibur Rahman 26,609 0.08% - 1201900000022146 Shareholder 3 years

24 Mr. Faisal Akbar 34,594 0.10% - 1604420062624360 Shareholder 3 years

25 Mr. Kazi Nasrul Haque 59,244 0.18% - 1604420061956121 Shareholder 3 years

26 Mr. Md. Abdur Rob 26,957 0.08% - 1201770011553997 Shareholder 3 years

27 Mr. Zakir Hossain Howladar

14,572 0.04% - 1202870062010031 Shareholder 3 years

28 Mr. S.M.Azim Uddin 5,741 0.02% - 1604420061956121 Shareholder 3 years

29 Mr. Md. Muyeenuddin Siddiqi


30 Mrs. Ayesha Jaigirder 28,713 0.09% - 1604420061956121 Shareholder 3 years

31 Mr. Salim Raja 73,696 0.22% - 1203620062083384 Shareholder 3 years

32 Mr. Md. Zahurul Alam 141,110 0.42% - 1201960061493100 Shareholder 3 years

33 Mr. Mohd.Moazzam Hossain Choudhury


34 Mr. Abul Barakat Choudhury


35 Mrs. Kamrun Nahar Chowdhury


386

36 Mr. Nurul Azim 69,189 0.21% - 1204090062038257 Shareholder 3 years

37 Mrs. Monowara Ali 324,183 0.98% - 1201640000568017 Shareholder 3 years

38 Mr. Md. Abul Hassan Choudhury


39 Mr. Mujibur Rahman 26,320 0.08% - 1605540063389408 Shareholder 3 years

40 Mr. Firoz Kabir 105,117 0.32% - 1604420061956121 Shareholder 3 years

41 Mr. Md. Lutfur Rahman 14,357 0.04% - 1203550062474624 Shareholder 3 years

42 Mr. Newaz Uddin Ahmed 10,688 0.03% - 1604420061956121 Shareholder 3 years

43 Mrs. Selina Rahim 7,178 0.02% - 1604420061956121 Shareholder 3 years

44 Ms. Ranya Rahim 7,178 0.02% - 1604420061956121 Shareholder 3 years

45 Mr. Md. Ismail 7,178 0.02% - 1201640062057166 Shareholder 3 years

46 Mr. Wahid Ahmed Choudhury


47 Mr. Touhid Ahmed Choudhury


48 Mrs. Harun Un Nessa 7,178 0.02% - 1604420061956121 Shareholder 3 years

49 Mrs. Mazida Begum 7,178 0.02% - 1203550062099180 Shareholder 3 years

50 Mr. Md. Fayzul Islam 28,713 0.09% - 1203550061701800 Shareholder 3 years

51 Mr. Md. Abul Kalam Chowdhury


52 Mrs. Zubera Amin Lasker 26,957 0.08% - 1604420061956121 Shareholder 3 years

53 Mr. Mohd. Joynal Abedin 26,800 0.08% - 1203680037760626 Shareholder 3 years

54 Mr. Zahirul Islam Majumder


55 Mrs. Ayesha Begum 10,500 0.03% - 1202240000682382 Shareholder 3 years

56 Dr. Moavinul Islam 26,320 0.08% - 1604420061956121 Shareholder 3 years

57 Mr. Zahurul Hoque 34,594 0.10% - 1604420061956121 Shareholder 3 years

387

58 Mr. M.S. Zaman Salek 105,117 0.32% - 1201810006900387 Shareholder 3 years

59 Mr. Abdul Momen Mintu 34,594 0.10% - 1202580067318351 Shareholder 3 years

60 Mr. Bidyut Kanti Datta 33,500 0.10% - 1201730000821405 Shareholder 3 years

61 Mr. Nurul Anwar Bhuiyan 28,669 0.09% - 1203940067968424 Shareholder 3 years

62 Mr. Abu Ahmed 55,081 0.17% - 1202200016878761 Shareholder 3 years

63 Dr. Laila Nazneen 105,117 0.32% - 1201940062073550 Shareholder 3 years

64 Mr. Abdur Rahim 672,949 2.03% - 1202600001790822 Shareholder 3 years

65 Mr. Md. Serajul Islam 20,068 0.06% - 1203630062101024 Shareholder 3 years

66 Maulana Abu Ahmed Faruque


67 Mr. Din Mohammad Gazi 36,820 0.11% - 1202200061483569 Shareholder 3 years

68 Mrs. Nurunnahar Begum 7,178 0.02% - 1604420061956121 Shareholder 3 years

69 Mr. A.K.M.Lutfar Rahman 26,320 0.08% - 1201900061551909 Shareholder 3 years

70 Mr. Joynal Abedin 165,213 0.50% - 1201470003877158 Shareholder 3 years

71 Mr. Ali Reza 69,189 0.21% - 1201470057799085 Shareholder 3 years

72 Mr. Rafial Alam 67,180 0.20% - 1201910004016540 Shareholder 3 years

73 Miah Imdadul Haque 147,162 0.44% - 1203250015495361 Shareholder 3 years

74 Mr. Shahar Alam 4,942 0.01% - 1604420061956121 Shareholder 3 years

75 Mr. Zamirul Islam 5,670 0.02% - 1203970061489491 Shareholder 3 years

76 Mr. Habibur Rahman Khan


77 Mrs. Nazmul Laila 51,617 0.16% - 1201690053678374 Shareholder 3 years

78 Mrs. Alom Ara Kamal 21,023 0.06% - 1604420061956121 Shareholder 3 years

79 Mr. A.T.M.Sadequr Rahman


388

80 Mr. Asraful Islam 173,442 0.52% - 1603700010955913 Shareholder 3 years

81 Mr. Md. Shafiul Alam 173,442 0.52% - 1203620015565677 Shareholder 3 years

82 Mr. Abdul Qader 34,594 0.10% - 1203180061488213 Shareholder 3 years

83 Mr. Abdul Ghani 197,681 0.60% - 1604420061956121 Shareholder 3 years

84 Mr. Kazi Sayeda Rahman 28,669 0.09% - 1204030062355888 Shareholder 3 years

85

Mrs. Shamima Hassan 20,068 0.06% - 1604420061956121 Shareholder 3 years

86 Mr. Mohd Saleem Miyah 78,375 0.24% - 1203980061488984 Shareholder 3 years

87 Mr. Mohd Hossain Chaudhury


88 Mr. Md. Mozibul Haque 138,376 0.42% - 1202370044866531 Shareholder 3 years

89 Mr. Shimanoor Mannan 69,189 0.21% - 1203530008048142 Shareholder 3 years

90 Mr. A.Y.M.Mokbul Hossain


91 Mr. A. K. M. Mizanur Rahman


92 Mrs. Rehana Parveen 52,558 0.16% - 1202020064463221 Shareholder 3 years

93 Mr. Mohd Ahmed Chowdhury


94 Mr. Syed Ali Imam 10,050 0.03% - 1604420061956121 Shareholder 3 years

95 Mr. Afiqur Rahman 10,048 0.03% - 1604420061956121 Shareholder 3 years

96 Mr. Md. Shahjahan Miah 26,320 0.08% - 1604420061956121 Shareholder 3 years

97 Dr. Md. Mosaddeque Hossain


98 Mr. Md. Habibur Rahman 21,534 0.06% - 1604420061956121 Shareholder 3 years

99 Mr. Md. Shamsul Haque 57,336 0.17% - 1603700061649259 Shareholder 3 years

100 Mr. Ahmed Ataul Momen 52,462 0.16% - 1203350062760223 Shareholder 3 years

101 Mr. Md. Shamsul Haque 10,782 0.03% - 1202870006035635 Shareholder 3 years

389

102 Mrs. Afroza Parveen 21,057 0.06% - 1204280062062856 Shareholder 3 years

103 Mr. G. K. Chowdhury 34,594 0.10% - 1604420061956121 Shareholder 3 years

104 Mr. Mohammed Shah Alam


105 Mr. Abdul Mannan Majumder


106 Mr. Md. Nurul Islam 11,467 0.03% - 1204280062181892 Shareholder 3 years

107 Mr. Anwarul Azim 36,791 0.11% - 1204410056954394 Shareholder 3 years

108 Mr. Md. Habibur Rahman 116,549 0.35% - 1201740024584261 Shareholder 3 years

109 Mr. Ahmed Parvez Khan 10,528 0.03% - 1604420061956121 Shareholder 3 years

110 Mr. Abul Quasem Chowdhury


111 Mr. Nurul Haque 11,485 0.03% - 1604420061956121 Shareholder 3 years

112 Mr. Irfanul Hoque 57,359 0.17% - 1604420061956121 Shareholder 3 years

113 Mrs. Fatima Begum 5,742 0.02% - 1604420061956121 Shareholder 3 years

114 Mr. Md. Shahabuddin 21,565 0.06% - 1201990031626084 Shareholder 3 years

115 Engr. Mahi Alam 39,537 0.12% - 1203730000070277 Shareholder 3 years

116 Mr. M. Gous Uddin Ahmed Chaudhury


117 Dr. Gias Uddin Ahmed 28,712 0.09% - 1604420061956121 Shareholder 3 years

118 Mr. Gias Uddin Chowdhury


119 Mr. Md. Abdul Malek 1,435 0.00% - 1604420061956121 Shareholder 3 years

120 Mr. Mirza Golam Quddus Kibria



1,008,155 3.035% - 1201830003822539 Shareholder 3 years

122 Ms. Fahima Faruk Chowdhury


123 Mr. Nurul Huda 1,453,028 4.37% - 1203010000568041 Director 3 years

390

124 Mrs. Fatima Humaira Chawdhury


125 Mrs. Delwara Absar 262,791 0.79% - 1201910004016690 Shareholder 3 years

126 Mr. Ahmed Arif 525,579 1.58% - 1604420061956121 Shareholder 3 years

127 Mr. Abu Saleh Abdul Muiz 1,069,511 3.22% - 1605550007748542 Director 3 years

128 Mrs. Fahmida R. Naser 29,909 0.09% - 1203620003994532 Shareholder 3 years

129 Mrs. Tahmina R. Chowdhury


130 Dr.Tanjida Chowdhury 260,000 0.78% - 1202090062098060 Shareholder 3 years

131 Mrs.Tahmida Chowdhury 260,000 0.78% - 1202090062098087 Shareholder 3 years

132 Mrs. Tasnuva Chowdhury 260,000 0.78% - 1202090062098079 Shareholder 3 years

133 Mr. Mushtaqul Hassan Khan


134 Mr. Pavel Shahid Sarwar 21,000 0.06% - 1604420061956121 Shareholder 3 years

135 Mr. Abdul Motin 535,136 1.61% - 1203620061490420 Shareholder 3 years

136 Mrs. Ferdous Jerin Chowdhury


137 Mr. M. Rashidul Hasan Khan


138 Mrs. Mahbuba Zaki 60,000 0.18% - 1205660062097130 Shareholder 3 years

139 Daj Foundation Trust 195,791 0.59% - 1201740061582351 Shareholder 3 years

140 Mr. Mushfiqur Rahman 76,338 0.23% - 1202810041764252 Shareholder 3 years

141 Mr. Yasin Absar 312,720 0.94% - 1203620004028900 Shareholder 3 years

142 Mr. A.S.M.M Kamal & Ms. Rokeya Parveen


143 Mrs. Rowshan Akhter Imam


144 Mrs. Shamsun Naher Choudhury


145 Ms. Shreen Idris Choudhury


391

146 Mr. Ahsan Idris Choudhury


147 Ms. Roxsana Idris Choudhury


148 Mr. Md. Abdur Rahim 7,634 0.02% - 1203940061864919 Shareholder 3 years

149 Mrs. Sarmin Akter 7,178 0.02% - 1604420061956121 Shareholder 3 years


1,062,665 3.20% - 1202840061890342 Director 3 years

151 Mr. Obiydur Rahman 1,829,527 5.51% - 1601880061729504 Director 3 years

152 Mr. Alamgir Hussain 30,967 0.09% - 123710051157330 Shareholder 3 years

153 Mr. Shahjahan Hussain 4,500 0.01% - 1301860062078941 Shareholder 3 years

154 Dr. Sadequr Rahman Malik 1,170,896 3.53% - 1201910004035880 Shareholder 3 years

155 Mrs. Nargis Jahan 11,167 0.03% - 1204480061491326 Shareholder 3 years

156 Mrs. Shamim Ara Siddiquee


157 Mr. Md. Fasiar Rahman 33,500 0.10% - 1205730061844019 Shareholder 3 years

158 Mr. Swapan Kumar Sarkar 55,834 0.17% - 1202840043132759 Shareholder 3 years

159 Dr. A.K.M. Khairul Anam Chowdhury


160 Dr. Mir Saimuma Samin 108,334 0.33% - 1202200062078173 Shareholder 3 years

161 Mrs. Khudeza Tahera Tarin Choudhury


162 Mrs. Siddiqua Ahmed 5,255 0.02% - 1202840062083911 Shareholder 3 years

163 Mrs. Nazmun Nahar 7,360 0.02% - 1202840062083630 Shareholder 3 years

164 Mr. Taslim Ahmed 14,717 0.04% - 1604420061956121 Shareholder 3 years

165 Mr. Mezbah Ahmed 14,717 0.04% - 1604420061956121 Shareholder 3 years

166 Mrs. Wahida Mostafa 86,857 0.26% - 1202020063876306 Shareholder 3 years

392

167 Mrs. Samira Mostafa 86,857 0.26% - 1202020062713437 Shareholder 3 years

168 Mrs. Zakiya Huda 27,167 0.08% - 1203010000568051 Shareholder 3 years

169 Mr. Mohammad Nazrul Islam


170 Mr. Ali Haider 1,500 0.00% - 1203180061544568 Shareholder 3 years

171 Mr. Md. Mohsin Belal 83,000 0.25% - 1604420061956121 Shareholder 3 years

172 Ms. Israt Kamal 16,750 0.05% - 1201690061485394 Shareholder 3 years

173 Mr. Anwar Hussain 10,500 0.03% - 1202150011191951 Shareholder 3 years

174 Mr. Shahariar Kamal 148,517 0.45% - 1201690061485386 Shareholder 3 years

175 Mr. Quazi Habibul Hussain


176 Mrs. Quamrul Laila 14,517 0.04% - 1201690061485378 Shareholder 3 years

177 Ms. Syeda Jahera Ferdousi 31,500 0.09% - 1604420061956121 Shareholder 3 years

178 Mr. Md. Shahid Talukder 1,000 0.00% - 1604420061956121 Shareholder 3 years

179 Mr. Sk. Abul Ehsan 15,750 0.05% - 1203010032745965 Shareholder 3 years

180 Mrs. Farida Yesmin 2,700 0.01% - 1202240061485667 Shareholder 3 years

181 Ms. Sharmin Akter 53,175 0.16% - 1201910004092278 Shareholder 3 years

182 Mr. Sk. Mashikur Rahman 2,659 0.01% - 1202800026609091 Shareholder 3 years

183 Mr. Tapesh Kumar Paul 213,287 0.64% - 1201910054834954 Shareholder 3 years

184 Mrs. Dewan Monowara Rahman


185 Mr. Tanvir Rahman 62,899 0.19% - 1604940050432268 Shareholder 3 years

186 Ms. Sadia Rahman Zain 31,450 0.09% - 1604940050432276 Shareholder 3 years

187 Mr. Mahfuz Bakth Selim 6,000 0.02% - 1604420061956121 Shareholder 3 years

188 Mrs. Fauzia Khan 3,191 0.01% - 1202200015915576 Shareholder 3 years

393

189 Mr. Mir Afrad Akib 3,191 0.01% - 1202200062078191 Shareholder 3 years

190 Ms. Mir Nadia Nivin 3,191 0.01% - 1202200062078173 Shareholder 3 years

191 Ms. Mir Raisa Rakiba 3,191 0.01% - 1202200062078181 Shareholder 3 years

192 Mr. Tahmid Huda Labib 10,532 0.03% - 1203010061723483 Shareholder 3 years

193 Ms. Faiza Farha 5,532 0.02% - 1203010033650106 Shareholder 3 years

194 Mr. Zainul Huda 106,456 0.32% - 1604420061956121 Shareholder 3 years

195 Mr. Altafur Rahman 42,872 0.13% - 1202280015470678 Shareholder 3 years

196 Mr. Anwar Hussain 20,107 0.06% - 1202150017335505 Shareholder 3 years

197 Mrs. Ireen Huda 53,175 0.16% - 1604420061956121 Shareholder 3 years

198 Dr. Syed Shahin Iqbal 53,175 0.16% - 1604420061956121 Shareholder 3 years

199 Mrs. Shamsun Naher 100 0.00% - 1604420061956121 Shareholder 3 years

200 Mr. Nazmul Karim 10,107 0.03% - 1604420061956121 Shareholder 3 years

201 Mr. A.K.M. Delwer Hussain


202 Mr. Md. Motaleb Hossain 100 0.00% - 1205590048683037 Shareholder 3 years

203 Mr. Md. Abdur Razzak 6,107 0.02% - 1203140017811401 Shareholder 3 years

204 Mr. Pervez Ahmed 100 0.00% - 1604420061956121 Shareholder 3 years

205 Mr. Mohammad Abdul Hai

100 0.00% - 1604420061956121 Shareholder 3 years

206 Mr. Shafiqul Alam 39 0.00% - 1604420061956121 Shareholder 3 years

207 Mr. Rajib Bhowmick 40,000 0.12% - 1604420061956121 Shareholder 3 years

208 Ms. Nur Nahar 10,000 0.03% - 1601880061729512 Shareholder 3 years

209 Ms. Anika Rahman (Sukanna)


210 Ms. Malisha Rahman (Tonni)


394

211 Ms. Mariha Rahman (Monika)


212 Ms. Zaynah Tahmina Chowdhury


213 Ms. Narmeen Naser 116,689 0.35% - 1202200062460562 Shareholder 3 years

214 Mrs. Romana Akhter 15,250 0.05% - 1202280015470661 Shareholder 3 years

215 Mrs. Nazeha Khanom Chowdhury


216 Mr. Golam Gaffar Chowdhury


217 Mr. Golam Mushfiq Chowdhury


218 Mrs. Masuda Choudhury 78,632 0.24% - 1203620061484431 Shareholder 3 years

219 Mr. Mohammed Abdus Sattar


220 Mr. Golam Mohammed Bulu


221 Mrs. Rahela Samad 40,000 0.12%

- 1203680063171739 Shareholder 3 years

222 Mr. Abdullah Samad Risan 931,589 2.80% - 1203680061970780 Shareholder 3 years

223 Mr. Assad Samad


224 Mrs. Farhana Ali 2,000 0.006% - 1202810061724750 Shareholder 3 years

225 Mr. Mynul Morshed Manna

27,991 0.08% - 1203880064740993 Shareholder

3 years

226 Mr. Arif Ul Islam 1,006,716 3.03% - 1201910053679020 Shareholder 3 years

227 Mrs. Ayesha Farha Chowdhury


228 Mohammed Jalaluddin Ahmed

2,107 0.006% 1604420061956121 Shareholder 3 years

229 Foundation for Human Resource Development & Management

1,000 0.003%

1604420061956121 Shareholder 3 years

Total 33,212,694 100.00% -

395

CHAPTER-XXIII MARKET FOR THE SECURITIES BEING OFFERED:

396

Markets for the Securities Being Offered

The issuer shall apply to the following stock exchanges in Bangladesh within seven working days from the date of consent accorded by the Commission.

Dhaka Stock Exchange Limited (DSE)

Stock Exchange Building 9/F, Motijheel C/A, Dhaka-1000

Chittagong Stock Exchange Limited (CSE)

CSE Building, 1080 Sk. Mujib Road, Agrabad C/A, Chittagong

Declaration about listing of shares with the stock exchange(s) The declaration will be incorporated after approval. Trading and Settlement

Trading and settlement regulation of the stock exchanges shall apply in respect of trading and settlement of the shares of the Company.

397

CHAPTER-XXIV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED:

398

Description of securities outstanding or being offered

All types of securities outstanding or being offered with date/ proposed date of such issue and to whom those are offered, number of securities and issue/ offer price along with the following information:

a) Dividend, voting and preemption rights; b) Conversion and liquidation rights; c) Dividend policy; d) Other rights of the securities holders.

Sl. Types of issue Date of allotment No. of securities allotted

Issue/Offer price

Types of allottees

Already issued

1 Ordinary shares 1-June-1987 (Incorporation date)

20,000 100 Subscriber to the memorandum

2 Ordinary shares 1-Jun-1990 298,695 100 Existing and other than existing shareholders

3 Ordinary shares 24-May-2007 318,695 100 Existing shareholders

4 Ordinary shares 15-Dec-2011 1,274,780 10* Existing shareholders

5 Ordinary shares 19-Dec-2011 6,373,900 10 Existing shareholders

6 Ordinary shares 1-March-2012 15,977,420 10 Existing shareholders

7 Ordinary shares 5-May-2014 1,500,000 10 Existing shareholders

8 Ordinary shares 17-Sept-2015 1,712,694 25 Existing shareholders

Sub-total 33,212,694

To be issued through IPO (subject to approval of regulatory authority)

3 Ordinary shares [•] [•] [•] Public offer

Sub-total [•] [•]

Grand total [•] [•]

*The face value of shares of the Company was converted from Tk. 100 to Tk. 10 on 9 May 2011. (a)Dividend, voting, pre-emption rights

The Share Capital of the Company is divided into Ordinary Shares, carrying equal rights to vote and receive dividend in terms of the relevant provisions of the Companies Act 1994 and the Articles of Association of the Company. All shareholders shall have the usual voting right voting right in person or by proxy in connection with, among others, election of Directors & Auditors and other usual agenda of General Meeting – Ordinary or Extra Ordinary. On a show of hand, every shareholder present in person and every duly authorized representative of a shareholder present at a General Meeting shall have one vote and on a poll every shareholder present in person or by proxy shall have one vote for every share held by him or her. In case of any additional issue of shares for raising further capital the existing shareholders shall be entitled to Right Issue of shares of in terms of the guidelines issued by the BSEC from time to time.

(b)Conversion and liquidation rights;

If the Company at any time issue convertible preference shares or debenture with the consent of the BSEC or

other relevant regulatory authority, such holders of securities shall be entitled to convert such securities into

ordinary shares if it is so determined by the Company.

399

(c )Dividend policy;

a) The profit of the Company, subject to any special right relating thereto created or authorized to be created by

the Memorandum of Association and subject to the provisions of the Articles of Association, shall be divisible

among the members in proportion to the amount of capital paid-up on the shares held by them respectively.

b) No larger dividend shall be declared than is recommended by the Directors, but the Company in its General

Meeting may declare a smaller dividend. The declaration of Directors as to the amount of Net Profit of the

Company shall be conclusive.

c) No dividend shall be payable except out of the profits of the Company or any other undistributed profits.

Dividend shall not carry interest as against the Company.

d) The Directors may from time to time pay the members such interim dividend as in their judgement the

financial position of the Company may justify.

e) A transfer of shares shall not pass the right to any dividend declared thereon before the registration of

transfer.

f) There is no limitation on the payment dividends to the common stockholders of the Company.

(d) Other rights of the securities holders.

The Directors shall present the financial statements as required under the law & International Accounting

Standard as adopted in Bangladesh. Financial statements will be prepared in accordance with the International

Accounting Standards as adopted in Bangladesh, consistently applied throughout the subsequent periods and

present with the objective of providing maximum disclosure as par law and International Accounting Standard as

adopted in Bangladesh to the shareholders regarding the financial and operational position of the Company. The

shareholders shall have the right to receive all periodical statement and reports, audited as well as unaudited,

published by the Company from time to time.

The shareholder holding minimum of 10% shares of paid-up capital of the Company shall have the right to

requisition Extra-ordinary General Meeting of the Company as provided for the section 84 of the Companies Act

1994.

In terms of the provisions of the Companies Act, 1994, Articles of Association of the Company and other relevant

rules in force, the shares of the Company are freely transferable. The Company shall not charge any fee for

registering transfer of shares. No transfer shall be made to a firm, an infant/minor, or person of unsound mind.

400

CHAPTER-XXV FINANCIAL STATEMENTS:

401

(a) The latest financial statements prepared and audited by any of the Commission‟s panel of auditors in adherence to the provisions of the Securities and Exchange Rules, 1987, the †Kv¤úvwb AvBb, 1994, International Financial Reporting and Auditing Standards as adopted in Bangladesh from time to time and any other law as applicable;

The Company has been prepared its The latest financial statements prepared and audited by any of the Commission‟s panel of auditors in adherence to the provisions of the Securities and Exchange Rules, 1987, the †Kv¤úvwb AvBb, 1994, International Financial Reporting and Auditing Standards as adopted in Bangladesh from time to time The details financial statements for the year ended 30 June 2019 has been given below:

402

Financial Statements as on 30 June 2019 of


403

Independent Auditor’s Report

To the Shareholders of


Report on the Audit of the Financial Statements

Opinion

We have audited the financial statements of Delta Hospital Limited, which comprise the Statement of Financial Position as at June 30, 2019 and the Statement of Profit or Loss and other Comprehensive Income, Statement of Changes in Equity and Statement of Cash Flows for the year then

ended and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the

Company as at June 30, 2019 and of its financial performance and its cash flows for the year then ended in

accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion We conducted our audit in accordance with International Standards on Auditing (ISAs). Our

responsibilities under those standards are further described in the Auditors’ Responsibilities for

the Audit of the Financial Statements section of our report. We are independent of the Company

in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for

Professional Accountants (IESBA Code) together with the ethical requirements that are relevant

to our audit of the financial statements in Bangladesh, and we have fulfilled our other ethical

responsibilities in accordance with these ethical requirements. We believe that the audit evidence

we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of

the financial statements of the current period. These matters were addressed in the context of our audit of the

financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on

these matters.

Sn Risk Our response to the risk

1.

Appropriateness of revenue recognition

and disclosures on the impact of the

initial application of IFRS 15.

Refer to note 22 to the financial statements.

• Assessed the environment of the measurement as well

another relevant systems supporting to the accounting of

revenue.

• Assessed manual as well as application controls supporting

revenue recognition.

• Assessed the invoicing and measurement systems up to

entries in the general ledger.

404

Revenue upon transfer of control as per the

newly adopted IFRS 15– Revenue from

Contracts with Customers. The Group has

reported total revenue of BDT 653,300,110.

The Company’s primary customers are its

corporate customers who are entitled to get

competitive rates for goods and services

invoiced.

Given the significance and complexities

involved in the accounting of Revenue,

appropriate recognition of revenue has been

considered as a key audit matter.

• Examined customer invoices and receipts of payment on a

test basis.

• Assessed the design of the processes set up to account for

the transactions in accordance with the new standard.

• Assessed whether any adjustments is required to be made

to opening balances due to the adoption of the new standard.

2.

Addition to Property, Plant and

Equipment

Refer to note 03 to the financial statements.

The Company made significant addition to

Property Plant & Equipment by

amounting BDT 251,738,920.

Our audit procedures included, among others, considering

the risk of addition to Property, Plant and Equipment

associated with the different types of asset:

We critically assessed and verified the Company’s

policy of asset addition.

We assessed the appropriateness of the value of the

assets.

We also recalculated the depreciation to assess the

sensitivity of the key assumptions including

depreciation rate.

Other Information

Management is responsible for other information. Other information comprises the information including

Director’s report included in the annual report but does not include in the financial statements and our auditors’

report thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and in

doing so, consider whether the other information is materially inconsistent with the financial statements or our

knowledge obtained in the audit or otherwise appears to be materially misstated. Based on our audit we have

nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements

Management is responsible for the preparation and fair presentation of the financial statements in accordance with

IFRSs and for such internal control as management determines is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error.

405

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue

as a going concern, disclosing as applicable matters related to going concern and using the going concern basis of

accounting unless management either intends to liquidate the Company or to cease operations or has no realistic

alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error and to issue an auditor’s report that includes our opinion.

Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance

with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error

and are considered material if individually or in the aggregate, they could reasonably be expected to influence the

economic decisions of users taken on the basis of these financial statements

As part of an audit in accordance with ISAs, we exercise professional judgments and maintain professional

skepticism throughout the audit. We also report that:

Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or

error, design and perform audit procedures responsive to those risks and obtain audit evidence that is

sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material

misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve

collusion, forgery, intentional omissions, misrepresentations or the override of internal control.

Obtain an understanding of internal control relevant to the audit in order to design audit procedures that

are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness

of the Company’s internal control.

Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates

and related disclosures made by management.

Conclude on the appropriateness of management’s use of the going concern basis of accounting and based

on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that

may cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a

material uncertainty exists, we are required to draw attention in our auditor’s report to the related

disclosures in the financial statements or if such disclosures are inadequate to modify our opinion. Our

conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,

future events or conditions may cause the Company to cease to continue as a going concern.

Evaluate the overall presentation, structure and content of the Company’ financial statements including

the disclosures and whether the financial statements represent the underlying transactions and events in a

manner that achieves fair presentation.

We communicate with those charged with governance regarding among other matters, the planned scope and

timing of the audit and significant audit findings including any significant deficiencies in internal control that we

identify during our audit.

406

We also provide those charged with governance with a statement that we have complied with relevant ethical

requirements regarding independence and to communicate with them all relationships and other matters that may

reasonably be thought to bear on our independence and where applicable related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of

most significance in the audit of the financial statements of the current period and are therefore the key audit

matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure

about the matter or when in extremely rare circumstances, we determine that a matter should not be

communicated in our report because the adverse consequences of doing so would reasonably be expected to

outweigh the public interest benefits of such communication.

Report on other Legal and Regulatory Requirements

In accordance with the Companies Act 1994 and the Securities and Exchange Rules 1987, we also report the

following:

a) we have obtained all the information and explanations which to the best of our knowledge and belief were

necessary for the purposes of our audit and made due verification thereof;

b) in our opinion, proper books of accounts as required by law have been kept by the Company so far as it

appeared from our examination of these books;

c) the statements of financial position and statements of profit or loss and other comprehensive income dealt

with by the report are in agreement with the books of accounts and returns; and

d) the expenditure incurred was for the purposes of the Company’s business.

Sd/-

FAMES & R


Dated: October 19, 2019

Place: Dhaka, Bangladesh

411

FAMES & R


1.00 Material information of the entity

1.01 Legal form and country of incorporation

1.02

1.03

2.00

Basis of Preparation of the Financial Statements

2.01 Investment in Globex Pharmaceuticals Limited

2.02 Going Concern

2.03 Statement of Cash Flows

2.04 Recognition of Property, Plant & Equipment and Depreciation

(i) Recognition and measurement


NOTES TO THE FINANCIAL STATEMENTS

For the year ended June 30, 2019

Delta Hospital Limited formerly known as Delta Medical Centre Limited was incorporated with Registrar of Joint

Stock Companies (RJSC) in Bangladesh on 4 June 1987 under the Companies Act, 1913 bearing registration no. C-

16485(471)/87 as a Public Limited Company by shares. Subsequently, the Registrar of Joint Stock Companies has

changed the name of the Company from Delta Medical Centre Limited to Delta Hospital Limited on 24 April 2007

under purview of the Companies Act 1994.Delta Hospital Limited submited prospectus for raising TK. 50 Crore

paid up capital by IPO that is now under process through Issue manager Prime Finance Capital Management

Limited.

Address of the Registered Office and Principal Place of business of the Company

The company’s registered Office and principal place of business is located at 26/2, Principal Abul Kashem Road

(Former Darus Salam Road), Mirpur-1, Dhaka-1216

Principal activities and nature of the business

The main objective of the company are to set up and establish Medical College, Clinics, Hospitals, Dispensaries

and extend facilities of investigation and treatment of the patients including Cancer, Medical, Surgical,

Gynecology, Obstratries, Pediatrics, Orthopedic etc.

Significant Accounting Policies

The Financial Statements of the Company are prepared on a going concern Basis under historical cost convention

and in accordance with the International Accounting Standards (IAS) and International Financial Reporting

Standards (IFRS), the Companies Act 1994, the Securities and Exchange Rules 1987 and other laws and rules

applicable in Bangladesh.

Investment in Shares of Globex Pharmaceuticals Limited (GPL) has been shown at a cost of Tk. 34,316,517. The

company was incorporated on 20th December 1992 with the Registrar of Joint Stock Companies having Certificate

of Incorporation No :C-23228 (1633/92).

The company has adequate resources to continue in operation for the foreseeable future. For this reasons the

directors continue to adopt going concern basis in preparing the financial statements. The current credit facilities

and resources of the company provides sufficient fund to meet the present requirements of its existing business.

Statement of Cash Flows is prepared in accordance with IAS 7 "Cash Flow Statement" and the Securities and

Exchange Rules, 1987 and the cash flow from the operating activities are shown under the direct method as

prescribed.

Freehold Assets

The cost of an item of property and equipment is recognized as an asset if, it is probable that the future economic

benefits associated with the item will flow to the company and the cost of item can be measured reliably.

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(ii) Subsequent cost on Property and Equipment

(iii) Depreciation

SL No

1

2

3

4

5

6

7

8

9

10

11

2.05

2.06 Revenue Recognition

2.07 Value Added Tax (VAT):

2.08 Financial Instruments

Property, Plant and Equipment are stated at cost and revalued amount less accumulated depreciation. Cost

represents the cost of acquisition includes purchase price and other directly attributable cost of bringing the assets

to working conditions for its intended use as per International Accounting Standard (IAS) 16 “Property, Plant and

Equipment”.

Subsequent cost is capitalized only when it increases the future economic benefit from the assets and that cost can

be measured reliably. All other expenditures are recognized as an expense as and when they are incurred.

Property, Plant & Equipment is stated at their cost and revalued amount less accumulated depreciation in

accordance with IAS-16 “Property, Plant & Equipment”. Cost represents cost of acquisition or construction. No

depreciation is charged on Land and Land Development. Depreciation has been charged on addition of fixed assets

when it is available for use. Depreciation on all fixed assets has been applied at the following rate.

Particulars Deprication Charge

Land 0%

Land Developments 0%

Building & Construction 5.50%

Furniture and Fixture 15%

Electricity and Sanitary Fittings 20%

Machinery and Equipments 10%

Surgical Equipments 12%

Electrical Equipments 15%

The company’s service income is exempted from VAT by a Court Order dated July 15, 2009. As such as VAT

liabilities are required to account for as per VAT Act 1991.

Office Equipments 20%

Motor Vehicles 15%

Wasa line installation 20%

Derivative

According to IFRS-7: “Financial Instruments: Disclosures”, the company was not a party to any derivative contract

(financial instruments) at the Financial Statements date, such as forward exchange contracts, currency swap

agreement or contract to hedge currency exposure related to import of capital machinery to be leased to lessees in

future.

Current year’s depreciation has been charged on reducing balance method consistently with that of previous year

and the cost and accumulated depreciation of assets retired or otherwise disposed off are subject to elimination

from the assets and accumulated depreciation and any gain or loss arising on the disposal or retirement of an asset

is determined as the difference between the sale proceeds and the carrying amount of the asset and is recognized in

the statement of Profit or Loss and other Comprehensive Income.

Impairment

In accordance with the provisions of IAS-36, the carrying amount of non-financial assets other than inventories of

the company involved in the manufacturing of the products. If any such indication exists, then the asset’s

recoverable amount is estimated and impairment losses are recognized in profit or loss account. No such indication

of impairment has been observed till the end of the year.

Revenue is recognized only when it is probable that the economic benefit of such transaction has been derived as

per IFRS-15 "Revenue from Contracts with Customers”.

Service revenue is recognized when transactions related to services is completed and the service invoices are issued

in favor of the patients.

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Non-Derivative

Creditors and Accrued Expenses

2.09 Cash & Cash Equivalent

2.10 Currency of Reporting and Foreign Currency Transactions

Foreign Currency Transactions

2.11 Long Term Liabilities

2.12 Contingent Liabilities

2.13 Revaluation Reserve

2.14 Taxation

A non-derivative financial instrument comprises of accounts and other receivable, borrowings and other payables is

shown at transaction cost as per IAS 39 “Financial Instruments: Recognition and Measurement”.

Accounts Receivable

These are carried forward at their original invoiced value amount and represents net realizable value. Management

considered the entire bills receivable as good and is collectable and therefore, no amount was provided for as bad

debt in the current year’s account.

Stock and Stores

In compliance with the requirements of IAS 2 "Inventories", the Inventories have been valued at the lower of cost

and net realizable value at weighted average method, which is consistent in line with the previous year’s practice.

Liabilities are recognized as amounts to be paid in future for goods and services received, whether or not billed by

the supplier.

It includes Cash in hand and Cash at bank which were held and available for use by the company without any

restriction and there was insignificant risk of change in value of these current assets.

Currency of Reporting:

The financial statement of the Company has been prepared in Taka (BDT).

Foreign Currency Transactions in foreign currencies are converted into equivalent Taka applying the ruling rate at

the date of such transactions as per IAS-21 “The Effects of Changes in Foreign Exchange Rates” and Gain or Loss

on Transaction in recognization.

Long term liabilities comprises the amount borrowed from the bank and other concern for the long period of time

and accounted and shown in the accounts at transaction cost as per IAS 39 “Financial Instruments: Recognition and

Measurement”.

Contingent Liabilities are those which arise due to the past event which shall be settled in the future on the

occurrence or non occurrence of some uncertain event, cost of which can be measured reliably as per IAS-37

"Provision and Contingent Assets and Liabilities". Contingent Liabilities are fully disclosed in Note-36.

A number of fixed assets were revalued by the company as on June 30, 2010 which was conducted by a

professional valuer M/S GK Adjusters Ltd. In order to reflect the fair picture of the company in the present market

condition on the Basis of market availability and physical condition of those fixed assets and the gain arises due to

the revaluation were transferred to the revaluation reserve account as per IAS 16 “Property, Plant and Equipment”.

Current Tax

Provision for current Income Tax has been made at the rate of 35% as prescribed in the Finance Act, 2019 on the

accounting profit made by the Company making some adjustments as per ITO 1984 in compliance with IAS-12

“Income Taxes".

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Deferred taxation

2.15 Benefit to the employees

a.

b. Defined benefit plan (Gratuity scheme)

c. Group Insurance

d. Workers Profit Participation Fund (WPPF)

2.16 Borrowing Costs

2.17 Earnings Per Share (EPS)

Basic earnings per share

The company has been operating a Group Insurance policy for all Permanent employees for the supporting of

family assistance after death of any Employee’s as per terms & condition of Group Insurance Policy.

The Company is operating Workers Profit Participation Fund (WPPF) according to International Labour Law 2006.

The company pays to the Participation fund, the welfare fund and fund established under section 14 of

International Workers Welfare Foundation Act, 2006. Benefit has given not later than six months from the close of

that year, five percent (5%) of its profits during such year.The proportion of the Payment to abovementioned funds

shall be 80:10:10 respectively.

The borrowing costs were capitalized unless active development of related assets were interrupted or cease when

the borrowing cost directly transferred to the Statement of Profit or Loss and other comprehensive income as per

IAS-23 “Borrowing Costs”.

The company calculates Earning per Share (EPS) in accordance with IAS-33 “Earnings per Share” which has been

shown on the face of the Statement of Profit or Loss and Other Comprehensive Income. Catagories of EPS are as

follows:

This represents earnings for the year attributable to ordinary shareholders. As there was no preference dividend,

minority interest or extra ordinary items, the net profit after tax for the year has been considered as fully

attributable to the ordinary shareholders.

Weighted average number of ordinary shares outstanding during the year

Deferred tax liabilities are the amount of income taxes payable in future years in respect of taxable temporary

differences. Deferred tax assets are the amount of income taxes recoverable in future years in respect of deductible

temporary differences. Deferred tax assets and liabilities are recognized for the future tax consequences of timing

differences arising between the carrying values of assets, liabilities, income and expenditure and their respective

tax IAS. Deferred tax assets and liabilities are measured using tax rates and tax laws that have been enacted or

subsequently enacted at the balance sheet date. The impact on the account of changes in the deferred tax assets and

liabilities for the year ended June 30, 2019 has been recognized in the statement of Profit or loss and other

comprehensive income as per IAS-12 "Income Taxes".

Delta Hospital Ltd. offers a number of benefit plan for all permanent Employee's of the company which includes

Contributory Provident Fund, Gratuity Fund, WPPF and Group Insurance Policy which have been accounted for in

accordance with the provision of International Accounting Standard (IAS) -19, "Employee Benefit" Basis of

enumeration the above benefits schemes operated by the company are outlined below:

Defined Contribution Plan

The Company operates a contributory provident fund for all of its permanent employees. The fund is approved by

the National Board of Revenue (NBR) 1AA Provi-01/2011-12/381 Dated: 18.09.2011 administered separately by a

Board of Trustees and is funded by the equal contribution both by the Company and employees at a predetermined

rate.

The Company has an unfunded gratuity scheme for all eligible employees who have completed minimum 05 (five)

years of confirmed service with the Company. Required amount of gratuity is calculated on the Basis of last Basic

pay depending on the length of service for every completed year as well as proportionate to the fraction period of

service as of the respective financial year.

This represents the number of ordinary shares outstanding at the beginning of the year plus the number of shares

issued during the year multiplied by a time-weighted factor is the number of months the specific shares is

outstanding as a proportion of the total number of months in the year.

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FAMES & R


Diluted earnings per share

2.18 Information about business segments

2.19 Events after the Reporting date

2.20 Related Parties Transactions

2.21 Risk Perception

2.22

IAS-1

IAS-2

IAS-7

IAS-8

IAS-10 Events after the Reporting Period

IAS-12

IAS-16

IAS-19

IAS-23

IAS-24

IAS- 32

IAS-33

IAS-36 Impairment of Assets

IAS-37

IAS-39

IFRS- 7

No diluted earnings per share are required to be calculated for the year as there was no scope for dilution during the

year under review.

As per IFRS 8 “Operating Segment” is a distinguishable component of a company that is engaged in providing an

individual product or service or a group of related product or service and that is subject to risk and return that are

different from those of other business segment. During the year under review the company had no operational

segment either business or geographical segments.

As per IAS-10 “Event after the Reporting Period” are those event favorable and unfavorable, that occur between

the end of the reporting year and the date when the financial statements are authorized for issue. Two types of

event can be identified:

● those that provide evidence of conditions that existed at the end of the reporting year (adjusting events after

balance sheet date); and

● Those that are indicative of conditions that arose after the reporting year (Non-adjusting events after balance

sheet date).

The Board of Directors has proposed 12% Cash dividend on the paid up capital of the company which is to be

confirmed in the next Annual General Meting (AGM) of the shareholders.

The party is related to the company if the party has significant influence over the subject matters and also holding

the controlling power of the management affairs of the company and any transaction made during the year with the

party related therewith is termed as related party transaction as per IAS-24 " Related Party Disclosures". During the

year under audit there is no such related party transactions made that has influenced the company's business.

Related parties are fully disclosed in Note-34.

There are some internal and external factors that may conceivably materially affect the company's operation of

business. The Company Management perceives investment risk within the national and international economic

perspectives in relation to legal, financial, economic and moral requirements involving inter alia, foreign currency

fluctuation, interest rate risk, scientific invention, monetary and fiscal investment policies and has prepared its

financial and marketing strategies to meet the challenges from these risks.

Application of International Accounting Standards (IASs)

The Financial statements have been prepared in compliance with requirement of IAS as adopted by The Institute of

Chartered Accountants of Bangladesh (ICAB). The following IASs are applicable for the financial statements for

the period under review:

Presentation of Financial Statements

Inventories

Statement of Cash Flows

Accounting Policies, Changes in Accounting Estimates and Errors

Income Taxes

Property, Plant & Equipment

Employees Benefit

Borrowing Cost

Related Party Disclosures

Financial Instruments Presentation

Earnings Per Share (EPS)

Provisions, Contingent Liabilities and Contingent Assets

Financial Instruments : Recognition and Measurement

Financial Instruments : Disclosures

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FAMES & R


IFRS- 9

IFRS- 13

IFRS-15

2.23

2.24 Financial Risks

Market risk

Financial Instruments

Fair Value Measurement

Revenue from Contracts with Customers

Additional Information on Financial Statement

Responsibility for preparation and presentation of financial statements

The company’s management and the Board of Directors are responsible for the preparation and presentation of

Financial Statements as per section 183 of the companies Act 1994.

Components of the Financial Statements

Following are the component of the financial statements for the year ended June 30, 2019.

a) Statement of Financial Position;

b) Statement of Profit or Loss and Other Comprehensive Income;

c) Statement of Cash Flows;

d) Statement of Changes in Equity and

e) Explanatory notes to the financial statements.

The preparation of financial statements in conformity with the International Accounting Standards requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities and

disclosure of other information at the date of the financial statements and revenues and expenses during the year

reported. Actual results could differ from those estimates. Estimates are used for accounting of certain items such

as depreciation on fixed assets, accrued expenses and income taxes.

Compliance with Local Laws

Uncertainties for use of estimates in preparation of financial statements

The financial Statements have been prepared in compliance with requirements of the companies Act 1994 and

other relevant local laws and rules.

Comparative

Comparative information have been disclosed in respect of the previous year for all numerical information in the

financial statements and also the narrative and descriptive information when it is relevant for understanding of the

current year’s financial statements.

Re-arrangement

Previous year’s figures have been re-arranged and applied retrospective restatement whenever necessary to ensure

comparability with the current year’s presentation.

Reporting Currency

The figure has been rounded off to the nearest Taka except where indicated otherwise.

Date of Authorization

The Board of Directors accorded its approval and authorized these financial statements on October 19, 2019.

Reporting Period

The financial Statement has been prepared covering the period from July 01, 2018 to June 30, 2019.

The Hospital's activities are exposed to in a range of financial risks. These risks include Market risk including

Foreign Currency risk, Interest rate risk, Credit risk, and liquidity risk.

Market risk is the risk that encompasses a variety of financial risks, such as foreign currency risk, interest rate risk

and saleable product price risk. Significant volatility in interest rates, equity values will affect Company’s income

or the value of its holdings of financial instruments. The objective of market risk the management is to manage and

control market risk exposures within acceptable parameters, while optimizing the return.

432

b)Information as is required under section 186 of the †Kv¤úvwbAvBb, 1994 relating to holding company;

As there is no holding / subsidiary company of Delta Hospital Limited as on 30 June 2016, information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 is not applicable here. (c) Selected ratio as specified in Annexure-D; (1) Among others, the following ratios of the issuer for the last 05(five) years or shorter period from commercial

operation certified by the Auditor;

(2) If the issuer is not in commercial operation, projected ratios shall be furnished; (3) Any other ratio as may be pertinent to the issuer and the issue or required by the Commission shall also be furnished; (4) All the ratios shall be explained and compared with the industry or sector average ratios of the same periods along with sources of the information.

436

All the ratios shall be explained and compared with the industry/sector average ratios of the same periods along with sources of the information. Industry average ratios compared to Delta Hospital Limited

Sl Name of the Ratio

2018 2017 2016 2015 2014

DHL Industry

Avg. DHL

Industry Avg.

DHL Industry

Avg. DHL

Industry Avg.

DHL Industry

Avg.

1. Liquidity Ratios

1 Current Ratio (Times)

1.01 2.97 1.14 1.78 1.04 1.44 0.92 1.64 1.12 1.57

2 Quick Ratio (Times)

0.38 2.57 0.59 1.22 0.72 0.94 0.68 0.94 0.87 0.97

2. Operating Efficiency Ratios

1

Accounts Receivable Turnover Ratio (Times)

31.00 29.03 28.52 25.43 17.56 20.1 19.49 40.04 44.92 52.73

2 Inventory Turnover Ratio (Times)

11.38 8.20 11.41 13.61 15.57 10.77 25.32 5.83 26.45 7.09

3 Asset Turnover Ratio (Times)

0.28 0.36 0.29 0.4 0.28 0.3 0.27 0.35 0.25 0.34

3. Profitability Ratios

1 Gross Margin Ratio (%)

40.73% 57% 42.75% 53.00% 40.97% 52.00% 40.28% 62% 40.19% 63%

2 Operating Profit Ratio (%)

22.50% 8% 24.58% 13% 20.92% 12% 18.88% 16% 18.26% 18%

3 Net Profit Ratio (%)

11.65% 6% 12.16% 9.00% 12.61% 9.00% 10.23% 11% 8.53% 12%

4 Return on Assets Ratio (%)

3.27% 2% 3.48% 4.00% 3.53% 3.00% 2.78% 4% 2.13% 4%

5 Return on Equity Ratio (%)

4.67% 3% 4.87% 5.00% 4.78% 3.00% 3.27% 5% 2.26% 5%

6 Earnings Per Share (EPS) (Tk.)

2.08 2.34 2.05 2.37 1.88 1.59 1.39 3 1.01 3

7

Earnings before interest, taxes, depreciation and amortization (EBITDA) margin (%)

37% 18% 36% 16% 31% 16% 30% 24% 33% 26%

4. Solvency Ratios

1 Debt to Total Assets Ratio

0.42 0.08 0.38 0.05 0.38 0.03 0.3 0.01 0.16 0.02

2 Debt to Equity Ratio (Times)

0.37 0.09 0.32 0.06 0.25 0.04 0.11 0.003 0.07 0.01

3 Time Interest Earned Ratio ( Times)

4.10 - 3.99 25 10.08 38 5.85 20 4.27 10

4 Debt Service Coverage Ratio

0.69 1.95 1.1 1.05 0.95 7.99 1.5 6.29 2.97 3.99

5. Cash Flow Ratios

1 Net Operating Cash Flow per Share (NOCFPS)

5.29 2.35 4.54 3.76 2.19 2.64 3.55 4.42 3.99 5.36

2 NOCFPS to EPS Ratio

2.55 1.79 2.22 1.60 1.16 1.48 2.56 1.73 3.95 1.96

437

Note:

1) The individual ratio of Delta Hospital Limited has been calculated based on Audited Financial Statements of the last

five years (30 June 2018, 30 June 2017, 30 June 2016, 30 June 2015, 30 June 2014)

2) The Industry Average Ratio is calculated through using the ratio of one listed company namely Samorita Hospital

Limited for the year ended 30 June 2018, 30 June 2017, 30 June 2016, 30 June 2015 and 30 June 2014.( Source: Annual

Report)

3) The justification for consideration of selecting peer companies are given below:

i) Similar sector (Service and real estate)

ii) Nature of business has been similar

iii) Selected peer company financial year end is similar with Delta Hospital Limited financial year.

Explanation of the ratios

Industry average ratio have been calculated taking into account the financial of one peer companies listed with the stock

exchanges publicly disclosed financial information. Sector average is considerable here on the basis of such related business

similar to the business of Delta Hospital Limited in the Service and Real Estate sector.

From the results of ratios, it is observed that most of the ratios of DHL are favorable reflecting satisfactory financial position in the industrywith little exception of gross margin & accounts receivable turnover ratios.

Current and Quick ratio

DHL current and quick ratio is positive over the period meaning the company readily available to pay off its short term

liabilities.

Operating ratio:

Operating ratios assess the efficiency of operations of the business of DHL in the industry.

Accounts receivable turnover ratio

Although the accounts receivable ratio is comparatively high but a substantial part of it has been received.Moreover account receivable turnover ratio is consistent over the five years period, which indicates a good process of cash collection on credit sales of the company.

Inventory turnover

Inventory turnover ratio is also consistent compare to Industry ratio which indicates the company‟s ability to convert its sales

for cash.

Asset turnover ratio

Asset turnover ratio is also quite similar to industry average asset turnover ratio, which indicates efficient use of fixed assets

by DHL.

Overall profitability position of the company has been steady over last five years compared to industry average indicated by

operating profit margin of DHL is 24.58% whereas Industry Average is only 13% during the 2016-17 period.

EBITDA margin

The EBITIDA margin is higher than the industry average over the period considered which indicated lower operating

expenditure of DHL in relation to its total revenue.

438

EPS

The individual EPS of DHL is consistent over the year. Again, return on equity, DHL ratio is satisfactory in over the five years

and infect in 2015-16 and 2014-15 the DHL return on equity is higher than industry average ratio.

Solvency ratio

Solvency ratio is a key metric used to measure DHL ability to meet its debt and other obligations. The solvency ratio indicates

whether a company‟s cash flow is sufficient to meet its short-term and long-term liabilities. The lower a company's solvency

ratio, the greater the probability that it will default on its debt obligations. Due to increase in debt during the last five years,

DHL‟s solvency ratio is performing lower compare to the industry.

Time interest earned ratio

The interest earned ratio of DHL is at satisfactory level meaning its ability may not be hampered to meet interest expenses.

Debt to equity ratio

The debt to equity ratio shows the higher leverage position of the company due to increase of debt during the last five years.

Debt service coverage ratio

DHL debt service coverage ratio was at satisfactory level in the year 2013 compare to industry. But subsequently, DHL debt

obligation has increased and as a result its ability to serve debt had decreased due to increase of debt. At the same time, the

industry debt service coverage ratio is changing. In the year of 2017, the industry debt service coverage ratio and DHl debt

service coverage ratio is quite similar which indicates that the industry is expanding through use of debt.

Cash flow ratio

Cash flow ratios mainly used to assess the quality of earnings of the business of the company which provides an unbiased

assessment about DHL‟s performance. In case of net operating cash flow per share, DHL‟s ratio is consistent compare to

industry average ratio over the year 2013-2017 apart from 2014.

The cash flow and other coverage indicators reveal low credit risk profile of the company.

439

(d)Auditors report under Section 135(1), Para 24(1) of PartII of Schedule III of the †Kv¤úvwb AvBb, 1994. The reportshall include comparative income statements and balancesheet and aforementioned ratios for immediate precedingfive accounting years of the issuer. If the issuer has beenin commercial operation for less than five years, theabove mentioned inclusion and submission will have tobe made for the period since commercial operation;

442

(e) Financial spread sheet analysis for the latest audited financial statements; Financial spread sheet analysis for the latest audited financial statements on Delta Hospital Limited for the year ended 30 June 2019 are as follows:


STATEMENT OF FINANCIAL POSITION

As at June 30, 2019

Particulars Notes Amount in Taka

30 -June - 19

ASSETS

Percentage

Non-Current Assets

2,645,569,807 91%

Property, Plant & Equipment 3.00 2,162,316,707 74%

Capital Work in process-Building 4.00 226,151,805 8%

Stock of Furniture & Fixture 4.01 28,547,122 1%

Stock of Machinery 4.02 228,554,173 8%

Current Assets

266,930,844 9%

Inventories 5.00 35,440,028 1%

Trade and Other Receivable 6.00 30,711,782 1%

Advances, Deposits & Prepayments 7.00 152,073,704 5%

Loan to Globex Pharmaceuticals Ltd. 8.00 10,000,000 0%

Investment in Shares-Globex Pharmaceuticals Ltd. 9.00 34,316,517 1%

Cash & Cash Equivalents 10.00 4,388,813 0%

Total Assets

2,912,500,651 100%

SHAREHOLDER'S EQUITY AND LIABILITIES

Shareholders Equity

1,522,595,928 52%

Share Capital 11.00 332,126,940 11%

Share Premium 12.00 25,690,410 1%

Retained Earnings 13.00 194,053,229 7%

Revaluation Reserve 14.00 970,725,349 33%

Long -Term Liabilities

913,093,613 31%

Long-Term Borrowings / Loan 15.00 754,554,735 26%

Deferred Tax 16.00 158,538,878 5%

Current Liabilities

476,811,110 17%

Short -Term Loan 17.00 136,460,323 5%

Current Maturity of Long Term Loan 15.00 199,967,088 7%

Accrued Expenses 18.00 53,121,250 2%

Accounts Payable 19.00 29,521,342 1%

Provision for Current Tax 20.00 46,569,571 2%

Other Liabilities 21.00 11,171,536 0%

Total Equity & Liabilities

2,912,500,651 100%

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STATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME

For the year ended June 30, 2019

Particulars Notes Amount in Taka

30 -June - 19

Percentage

Revenue 22.00 653,300,110 100%

Operating Expenses 23.00 (397,318,527) 61%

Gross Profit 255,981,583 39%

General and Administrative Expenses 24.00 (121,578,393) 19%

Profit from Operations 134,403,190 21%

Non-Operating Income 25.00 13,192,075 2%

Financial Expenses 26.00 (48,024,004) 7%

Profit before Contribution to WPPF 99,571,261 15%

WPPF & Welfare Fund 18.01 (4,741,489) 1%

Net Profit Before Tax 94,829,772 15%

Provision for Tax 24,925,614 4%

Current Tax 20.01 10,184,004 2%

Deferred Tax 16.00 14,741,610 2%

Net Profit after Tax 69,904,158 11%

Other Comprehensive Income: - 0%

Total Comprehensive Income 69,904,158 11%

444

(f)Earnings Per Share (EPS) on fully diluted basis (with thetotal existing number of shares) in addition to theweighted average number of shares basis. Future projected Net Income should not be considered while calculating the weighted average EPS; Earning per Share (EPS) on fully diluted basis (with the total Number of Shares) in addition to the weighted average number of shares basis Earning per Share (EPS) on fully diluted basis (with the total existing no. of shares)


Net Profit after Tax for the year ended 30 June 2019 69,904,158

Number of Shares outstanding 33,212,694

EPS 2.10

Earning per Share (EPS) on weighted average number of share basis


Net Profit after Tax for the year ended 30 June 2019 69,904,158

Number of Shares outstanding 33,212,694

EPS 2.10

(g) All extraordinary income or non-recurring income coming from other than core operations should be shown separately while showing the Net Profit as well as the Earning Per Share Net Profit after tax excluding extra –ordinary income from other than core operation


Net Profit after Tax for the year ended 30 June 2019

69,904,158

Less: Other Income 13,192,075

Net Profit after Tax except other income 56,712,083

Earning per Share (EPS) excluding extraordinary income or non-recurring income coming from other than core operation: Particulars Amount in Taka

Net Profit after Tax for the year ended 30 June 2019 69,904,158 Less: Other income 13,192,075 Net Profit after Tax except other income 56,712,083 Number of Shares outstanding 33,212,694

Earning per Share (EPS) on fully diluted basis 1.70

(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS; The Company did not annualize quarterly or half yearly EPS.

445

(i)Net asset value (with and without considering revaluationsur plus/reserve) per unit of the securities being offered atthe date of the latest audited statement of financial position.

Auditor's Certificate regarding Net Asset Value per Share based on Equity

The Net Asset Value (NAV) is based on accounting book value of Company's net asset based on equity. This is determined on the basis of the figures appearing on the Audited Statement of Financial Position as at 30 June 2019 as follows:

Particulars Amount in (Tk.)

Share Capital (Paid up) 332,126,940

Share Premium 25,690,410

Retained Earnings 194,053,229

Revaluation Reserve 970,725,349

Total Shareholder's Equity 1,522,595,928

No. of Paid up Ordinary Shares as on 30 June 2019 33,212,694

Net Assets Value per Share (Considering Revaluation Reserve) 45.84

(1522595928/33,212,694)

Net Assets Value per Share (Without Revaluation Reserve) 16.62

(1522595928-970725349)/33,212,694

Face Value of Share 10.00

Sd/-

Date: 21 October, 2019 FAMES & R

Dhaka Chartered Accountants

(j) The Commission may require the issuer to re-audit the audited financial statements, if any deficiency or anomaly is found in the financial statements. In such a case, cost of audit should be borne by the concerned issuer If any circumstances arises as above respect, the Company shall follow the Commission guideline in due course.

446

(k) Following statements for the last five years or any shorter period of commercial operation certified by the auditors:-

(i)Statement of long term and short term borrowings including borrowing from related party or connected persons with rate of interest and interest paid or accrued;

447

(ii)Statement of principal terms of secured loans andassets on which charge have been created againstthose loans with names of lenders, purpose,sanctioned amount, rate of interest, primary security, collateral/other security, re-payment schedule and status;

448

(iii)Statement of unsecured loans with terms & conditions;

(iv)Statement of inventories showing amount of raw material, packing material, stock-in-process and finished goods, consumable items, store & spares parts, inventory of trading goods etc.;

(v)Statement of trade receivables showing receivable from related party and connected persons;

449

(vi) Statement of any loan given by the issuer including loans to related party or connected persons with rate

of interest and interest realized/accrued;

(vii)Statement of other income showing interest income, dividend income, discount received, other non

operating income;

(viii)Statement of turnover showing separately in cash and through banking channel;

450

(ix)Statement of related party transaction;

451

(x)Reconciliation of business income shown in tax return with net income shown in audited financial statements;

(xi)Confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac) were made through banking channel;

452

(xii)Confirmation that Bank Statements of the issuer are in conformity with its books of accounts;

(xiii)Statement of payment status of TAX, VAT and other taxes or duties; (xiv)Any other statement as may be required by the Commission.

N/A

453

CHAPTER - XXVI CREDIT RATING REPORT:

472

CHAPTER - XXVII PUBLIC ISSUE APPLICATION PROCEDURE:

473

Public Issue Application Procedure

Step-1 (Applicant)

1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date), which shall be the 25th (twenty fifth) working day from the date of publication of abridged version of prospectus.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the same time:

a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible for this purpose. In case the application is made through a margin account, the application money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be refundable to the applicant, if become unsuccessful.

b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the Issuer/Mutual Fund for an amount equivalent to the application money, with their application to the concerned Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit a single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the other jointly with another person. The draft (FDD) shall be issued by the Bank where the applicant maintains NITA/Foreign Currency account debiting the same account. No banker shall issue more than two drafts from any NITA/Foreign Currency account for any public issue. At the same time, the applicant shall make the service charge available in respective customer account maintained with the Stockbroker/Merchant Banker.

Step-2 (Intermediary)

3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public Issue Application Account”. The Stockbroker/Merchant Banker shall: a) post the amount separately in the customer account (other than NRB and Foreign applicants), and upon availability of fund, block the amount equivalent to the application money; b) accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the “Public Issue Application Account” maintained with its bank within the first banking hour of next working day of the cut-off date. In case of application submitted by the Stock-dealer or the Merchant Banker‟s own portfolio, the application amount should also be transferred to the “Public Issue Application Account”; c) instruct the banker to block the account for an amount equivalent to the aggregate application money and to issue a certificate in this regard. 4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the same and handover it to the respective Stockbroker/Merchant Banker. 5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall prepare a list containing the draft information against the respective applicant‟s particulars.

474

6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date, send to the respective Exchange, the lists of applicants in electronic (text format with tilde „~‟ separator) format, the certificate(s) issued by its banker, the drafts received from Non-resident Bangladeshi (NRB) and Foreign applicants and a copy of the list containing the draft information. 7. On the next working day, the Exchanges shall provide the Issuer/AMC of Mutual Fund with the information received from the Stockbroker/Merchant Bankers, the drafts submitted by Non-resident Bangladeshi (NRB) and Foreign applicants and the list containing the draft information. Exchanges shall verify and preserve the bankers‟ certificates in their custody. 8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing of the securities with exchange.

Step-3 (Issuer/AMC of Mutual Fund)

9. The Issuer/AMC of Mutual Fund shall prepare consolidated list of the applications and send the applicants‟ BOIDs in electronic (text) format in a CDROM to CDBL for verification. The Issuer/AMC of Mutual Fund shall post the consolidated list of applicants on its website and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are active or not. 10. On the next working day, CDBL shall provide the Issuer/AMC of Mutual Fund with an updated database of the applicants containing BO Account Number, Name, Addresses, Parents‟ Name, Joint Account and Bank Account information along with the verification report. 11. After receiving verification report and information from CDBL, the Issuer/AMC of Mutual Fund shall scrutinize the applications, prepare category wise consolidated lists of valid and invalid applications and submit report of final status of subscription to the Commission and the Exchanges within 10 (ten) working days from the date of receiving information from the Exchanges. 12. The Issuer/AMC of Mutual Fund and the issue manager shall conduct category wise lottery with the valid applications within 03 (three) working days from the date of reporting to the Commission and the Exchanges, if do not receive any observation from the Commission or the Exchanges. 13. The Issuer/AMC of Mutual Fund and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours and on the websites of the Commission and Exchanges within 12 (twelve) hours of lottery. 14. Within 02 (two) working days of conducting lottery, the Issuer/AMC of Mutual Fund shall: a) send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde „~‟ separator) format to the respective Exchange. b) send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the Consent Letter issued by the Commission in electronic (text format with tilde „~‟ separator) format to the Commission and Exchanges mentioning the penalty amount against each applicant. c) issue allotment letters in the names of successful applicants in electronic format with digital signatures and send those to respective Exchange in electronic form. d) send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM to CDBL to credit the allotted shares to the respective BO accounts.

475

Step-4 (Intermediary)

15. On the next working day, Exchanges shall distribute the information and allotment letters to the Stockbroker/Merchant Bankers concerned in electronic format and instruct them to: a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer‟s/Mutual Fund‟s respective Escrow Account opened for subscription purpose, and unblock the amount of unsuccessful applicants; b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the Issuer‟s/Mutual Fund‟s respective Escrow Accounts along with a list and unblock the balance application money; 16. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant Banker shall request its banker to: a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants; b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants (other than NRB and foreign) who are subject to penal provisions to the respective „Escrow‟ accounts of the Issuer/ Mutual Fund opened for subscription purpose. 17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuer‟s/Mutual Fund‟s „Escrow‟ account. 18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about releasing their blocked amounts and send documents to the Exchange evidencing details of the remittances made to the respective „Escrow‟ accounts of the Issuer/ Mutual Fund. The unblocked amounts of unsuccessful applicants shall be placed as per their instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges, if any, from the applicant who wants to withdraw the application money, up to an amount of Tk.5.00 (five) per withdrawal. 19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer‟s/ Mutual Fund‟s respective „Escrow‟ accounts and refund shall be made by the Issuer/AMC of Mutual Fund by refund warrants through concerned stockbroker or Merchant Banker or transfer to the applicant‟s bank account through banking channel within 10 (ten) working days from the date of lottery. Miscellaneous: 20. The Issuer/AMC of Mutual Fund, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above. 21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of publication of abridged version of prospectus. 22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred during the blocking period. Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant Bankers for any purpose other than public issue application. 23. The Issuer/AMC of Mutual Fund shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an amount of Tk.2,00,000.00 (taka two lac) for a public issue.

476

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per application irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting application. 25. The Stockbroker/Merchant Banker shall provide the Issuer/AMC of Mutual Fund with a statement of the remittance and drafts sent. 26. The Issuer/AMC of Mutual Fund shall accumulate the penalty amount recovered and send it to the Commission through a bank draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission. 27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with intimation to the Commission.

Application for Public Issue Date:

Name of the Applicant

Client Code

BO ID

Category of Applicant

Name of the Company/Fund

Number of Shares/Units

Total Amount

Amount in Word

Mode of Payment

Cheque/Draft Information

Applicant(s) Authorized Officer

477

CHAPTER- XXVIII OTHERS

478

Annexure-J

Declaration regarding any material change including raising of paid

up capital after the date of audited financial Statements



This is to certify that Delta Hospital Limited has not made any material change including raising of paid up capital after the date of audited financial Statements as on 30 June 2019 as included in the red-herring prospectus.

Sd/-

Al-Mamun

Company Secretary

Sd/-

Md. Bakbul Islam, FCMA


Sd/-



Disclosure regarding any connection with the issue manager

To whom it may Concern


This is to certify that Prime Finance Capital Management Limited, the issue manager, or any of its connected persons is in no way connected with the issuer, Delta Hospital Limited or any of its connected persons nor does hold any of itssecurities thereof.

Sd/-

Al-Mamun Company Secretary

Sd/-

Md. Bakbul Islam, FCMA Chief Financial Officer

Sd/-


479

Declaration regarding Cost Audit


Dated: 27 March 2019

This is to certify that as per provision of Companies Act 1994, Cost Audit by Professional Accountant is not

mandatory for “ Delta Hospital Limited‟‟.

Sd/-

Al-Mamun

Company Secretary

Sd/-



Sd/-





This is to certify that as per provision of Companies Act 1994, Cost Audit by Professional Accountant is not

mandatory for “ Delta Hospital Limited‟‟.

Sd/- Md. Rezaul Haque Managing Director (CC)

Declaration regarding Holding Regular Annual General Meeting


Dated: 27 March 2019

This is to certify that the Company has been regular in holding Annual General Meeting since its incorporation

date to financial year 30 June 2018.

Sd/-


Sd/-


Sd/-


480

Declaration regarding Compliance with all the requirements of Bangladesh Securities and Exchange

Commission (Public Issue) Rules, 2015



This is to certify that Delta Hospital Limited has complied with all the requirements of Bangladesh Securities and

Exchange Commission (Public Issue) Rules, 2015 in preparing red-herring prospectus.

Sd/- Al-Mamun

Company Secretary

Sd/-



Sd/-



Declaration regarding future contractual liabilities to which the issuer may enter into within next one year, and the impact, if any, on the financial fundamentals of the issuer



This is to certify that the Company has no plan to enter into any contractual liabilities within next one year other than the normal course of business. The expansion project will require additional medical equipments which shall be procured from the suppliers in due course. No contractual liability has been created yet in this respect.

Sd/-

Al-Mamun

Company Secretary

Sd/-



Sd/-



481

Declaration regarding material information, which is likely to have an impact on the offering or change the terms and conditions under which the offer has been made to the public



This is to certify that there is no material information which is likely to have an impact on the offering or change the terms and conditions under which the offer has been made to the public.

Sd/-

Al-Mamun

Company Secretary

Sd/-



Sd/-



Declaration regarding the assets of the company used to pay off any liabilities



This is to certify that no assets of the Company have been disposed of to pay off the liabilities.

Sd/-

Al-Mamun

Company Secretary

Sd/-



Sd/-



482

Declaration regarding disclosure to the effect that the issuer has complied with the requirements of Corporate Governance Code of the Commission


Dated: 27 March 2019 This is to certify that we have complied with all the requirements of the applicable regulations of Corporate Governance Code of Bangladesh Securities and Exchange Commission (BSEC) in respect of corporate governance including constitution of the Board and committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board‟s supervisory role from the executive management team and constitution of the Board Committees, as required under applicable law.

Sd/-


Sd/-


Sd/-


Declaration regarding contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used, such as contracts for the purchase of land or contracts for the construction of buildings



This is to certify that as per rule (B)(21)(f) of Annexure-G of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 there is no contract covering any of the activities of the Issuer Company for which the proceeds of sale of securities from IPO is to be used.

Sd/-

Al-Mamun

Company Secretary

Sd/-



Sd/-



483

Auditors‟ Additional Disclosure relating to the Financial Statements of Delta Hospital Limited

1. Auditors clarification regarding loan and interest for Globex Pharmaceuticals Limited for the year ended

2013 & 2014; In addition to that auditors disclosure regarding BDT 70 lac as hown in the audit report as short

term loan to Globex Pharmaceuticals Ltd.

Auditors reply:

In the year FY 2014, the Statements of Financial position shown Loan to Globex Pharmaceuticals Ltd. Tk. 1,00,00,000 & Accrued Interest Tk.11,92,000 respectively.

In the year 2013 Loan to Globex Pharmaceuticals Ltd. was Tk.30,00,000 and Tk.70,00,000 was given in the year 2014 which has been reflected in the statements of Cash flows under the head Cash flow from/(Used) in Investing Activities. The above effect is fully reflected in the Financial statements as on FY 2014 and certificate.

Sd/- Place: Dhaka Ahmed Zaker & Co

Date: 08 April, 2018 Chartered Accountants

2. Income shown in the accounts is not matched with the return for the year 2015

Auditors reply:

While preparing the Income tax return loss on sale of Motor Vehicles Tk.14,479 was not consider. Therefore, Income Tax return Income & Business income is not equal.

Sd/-

Place: Dhaka Ahmed Zaker & Co. Date: 08 April, 2018 Chartered Accountants

3. Details break down on revaluation reserve transfer of Tk. 100,877,609 for the year ended June 30, 2017

Auditors reply:

As per Income Tax ordinance 1984 under section 82 (c ) para- (d) & Section 53 (H) Tax rate would be 4% on deed value of sale of land. As a result tax rate is reduced from 15% to 4% in the year 2017 and Deferred tax on Revaluation reserve has also reduced from Tk. 15,47,67,262 to Tk.4,92,41,983 which was disclosed in notes-16 in the financial statements. Details are Given below:

Amount In Taka

Opening deferred tax liabilities/(assets)-at revaluation 154,767,262

Less: Closing deferred tax liabilities/(assets)-at revaluation 49,241,983

Gain on Revaluation in 2017 105,525,279

Less: Transfer to Retained Earnings (Asst. Schedule) 4,647,670

100,877,609

Sd/- Place: Dhaka Ahmed Zaker & Co


484

4. Explanation required for number of board meeting and board meeting attendend fee per person

Auditors reply:

Disclosure regarding number of Board meeting attendance fee under note 35.00 has been attached herewith.

Board Meeting held Attendance Fee Per Attendance Total

16 127 15,000 1,905,000

Total 1,905,000

Sd/-


Date: 21 October 2019 Chartered Accountants

5. Updated status of Capital Work in Process Auditors reply:

This is to certify that the construction work of proposed expansion of Delta Hospital Limited has been completed up to 98% of the total works as on 30 June 2019.

Sd/-

Place: Dhaka FAMES & R.

Date: 21October,2019 Chartered Accountants

6. Detailed list of machineries and equipment added during the year 30-06-2019

Auditors reply:


List of Machineries & Equipment added during the year 30 June 2019 as follows:

Sl Name of Machine Suppliers Name with Address Amount in Tk.

1 TV

Transcom Electronics Ltd, 17, Darus Salam Road, Mirpur-1, Dhaka-1216.

24,505

2 Microtom Machine, Spin Tissue Processor,

Grossing Station

Daffodil Medi-World, 206/1 Gha, Ahmed Nagar, Paik Para, Mirpur-1, Dhaka-1216

2,997,500

3 Surgical Equipment

Continental Surgical, BMA Bhaban, 15/2 Topkhana Road, Dhaka-1000.

936,633

4 ECG Machine, Patient Monitor, DC Servo

Motor

Projukti International, 67/F, Green Road (First Floor), Dhaka-1205 5,866,846

5 Pulse Oximeter, Suction

Machine, Pulse Oximeter (Korea)

Pantech Enterprise Pvt. Ltd., Aziz Super Market (1st Floor), Room-110, Shahbagh, Dhaka

330,000

6 Low Temperature

Freezer

Technoworth Associaaaates Ltd., 78, Motijheel C/A 1st Floor North Side, Dhaka-1000.

2,616,000

485

7 ECG MACHINE

Phulhar & Company, 379, East Rampura (1st Floor), Dhaka-1219. 530,600

8 Doplar Machine,

Diathreamy Machine, Pulse Oximeter

Moon E Meen Ltd, 17/2 (3rd Floor), Topkhana Road, Dhaka- 1000, Bangladesh.

267,000

9

Monitor

Computer Village, 95 New Elephant Road, City Super Market (1st Floor), Dhaka-1205

40,350

10 Computer Server, Computer Software,

Printer

Global Brand Pvt. Ltd., 19/2, West Panthapath Dhanmondi, Dhaka-1205

790,000

11 Printer, UPS,

Flora Ltd., 108, New Elephant Road, Dhaka-1205. 88,600

12

Telephone Set

Telecom Technology, B29/A (3rd) Floor, Malibagh Chowdhuripara, Dhaka-1217

28,600

13 TV, Mobile

Transcom Digital, 17, Darus Salam Road, Mirpur-1, Dhaka-1216. 201,227

14

CCTV Camera

Integrated Engineering Solution, 10, Muktobangla Shopping Complex (4th Floor), Mirpur-1, Dhaka-1216

115,000

15 Computer, Monitor,

Router

Confident Computer, Capital Tower, Shop No 1-3, 3rd Floor, Darus Salam Rood, Dhaka-1216

47,530

16

Computer

Smart Technologies BD. Ltd., Yakub South Center, 156 Mirpur Road (2nd Floor), Lake Circus, Kalabagan, Dhaka-1205

51,000

17 UPS, Rechargeable Sealed Lead Acid

Battery,

M.M. Corporation, 21/1, Mukti Bhaban, Purana Paltan, Dhaka 431,743

18 Water Motor

Sigma Pumps Ltd., House # 24, Road # 18, Sector 3, Uttara, Dhaka-1230.

57,000

19 UPS

Astute Electronics, House # 10, Road # 1, B-A, Sec. 11, Mirpur, Dhaka 1216

26,000

20

UPS

Sysmark Ltd., 25 (2nd Floor), Lake Circus, Kalabagan, Dhanmondi, Dhaka-1205

23,000

21

Digital Floor Display Monitor

Unique Business System Ltd., Concord Modhumoti Plaza, Plot # 11 (4th & 6th Floor), Road # 11, Block # G, Banani, Dhaka-1213

157,000

22

Solar PV Module

Brothers Power Solution & Services, House: 33 (1st Floor), Middle Paikpara, Mirpur-1, Dhaka-1216

75,000

23 Freeze

Victor International, Bhangabondu Stadium, Dhaka 1000 66,000

24 De-Humidifier

Shamrat Electronics, 46, Bangabandhu Stadium Market, Dhaka 1000 66,000

486

25 Anaesthesia Machine

With Ventilator

City Electro-Medics Co., House # 1186 (1st Floor), Avenue # 1 (Old Road # 5), Mirpur DOHS, Dhaka-1216

4,136,680

26

Diathermy Machine

Sunny Trading Agency Pvt. Ltd., Suvastu Ittehad Square, 7th Floor, Suite # 7-A & 7-B, House # 11, Road # 5, Dhanmondi, Dhaka-1205

1,175,688

27

Horizontal Type Autoclave Machine

Life Source International, House # 105 (1st Floor), Barabagh (Behind the Mirpur-2 Police Station), Mirpur-2, Dhaka-1216

1,068,200

28 Operation Theater

Table, Syringe Pump,

Precision Medical Resources, 8-A, Meherba Plaza, 33, Topkhana Road, Dhaka-1000

5,995,650

29

Syringe Pump

Unimed Ltd., 62/40, Metro Housing Main Road, Basilla, Mohammadpur, Dhaka-1207

440,000

30

AC

Auxiliary Refrigeration, Shatabdi Centre Suit- 2C, Level-3, Inner Circular Road Fakirapool, Motijheel, Dhaka-1000

1,716,250

Total 30,365,602

Sd/-



7. Confirmation from auditor where section 103 of the Companies Act, 1994 has been complied while providing loan to Globex Pharma Ltd.

Auditors reply:

Certification that Delta Hospital Limited has follow the section 103 of the Companies ACT,1994

We, after due verification of all the relevant papers and documents regarding loans provided to Globex Pharmaceuticals Limited, certify that, the Company has complied with the section 103 of the Companies ACT, 1994 accordingly.

The company has not given to any other loan as below except as mentioned above and complied with Section 103 under company Act 1994:

-any director of company,

-any firm in which any directors of the company is a partner,

-any public company, the managing agent, manager or director where of an accustomed to act in accordance with the directions or instructions of any director of the company.

Place: Dhaka Ahmed Zaker& Co

Date: 08 April, 2018


487

8. Disclosure as per Schedule XI, Part-II, Para 8

Auditors‟ response:

A disclosure as per schedule XI, Part - II, Para 8 of the Companies Act 1994 has been included in note # 5 of the audited

financial statements for the year ended June 30, 2019. Delta Hospital Limited did not import any Raw Materials, components

and spare parts during the year ended June 30, 2019.

Information regarding import of capital goods was not included in the abovementioned note which is as follows:

Value of Import at CIF basis:

During the period from July 01, 2018 to June 30, 2019 total value of import in respect of capital goods (machineries) stands at

Tk. 3,057,378 on CIF basis.

Details are given below:

Particulars Amount in BDT

Raw materials import -

Components and spare parts 3,057,378

Capital goods (Machineries import -

Total 3,057,378

I. The Company have not remitted any amount during the last financial year on account of dividends with a royalty, know-

how, professional consultancy fees, interest and other matters.

II. The Company do not have any non-resident shareholders and thus, the Company have not remitted any amount during the

last financial year on account of dividends.

III. The Company sales only in the local market and has no export sales yet and it has not received any amount in foreign

currencies from exports of goods calculated on FOB basis.

IV. The Company has not received any amount in foreign currency as royalty, know-how, professional and consultation fees,

interest and dividend and other income.

In view of above, Para 8(b), 8(d) & 8(e) are not applicable for the company.

Sd/-



488

9. Mention the year of restatements , basis and impact on NAV and EPS

Auditors reply:

While finalizing the financial statements for the year ended June 30, 2016. The preceding year‟s 2015 has been re-arranged to comply with the Para- 20 BAS 12 ” Income Taxes” and in accordance with Para 22,42 & 49 of BAS-8 “Accounting Policies, Changes in Accounting Estimates and Errors”. As a result Net Asset Value (NAV) has been decreased from 57.22 to 51.89 as at june 30,3015 & Tk. 56.95 to Tk. 51.16 as at June 30,2014 respectively. The Earning per share ( EPS) has been increased from Tk. 1.18to Tk. 1.39 for the year ended june 30,2015. Detail calculation has been shown below:

Amount In Taka

30.06.2015 30.06.2014

Before Re-stated

Net Asset Value Per Share with revaluation 44.94 44.86

Net Asset Value Per Share without revaluation 12.28 12.08

57.22 56.95

After Re-stated

Net Asset Value Per Share with revaluation 39.93 39.63

Net Asset Value Per Share without revaluation 11.96 11.53

51.89 51.16

After Re-statement NAV Decreased by: 5.33 5.79

Before Re-stated

Earning Per Share (EPS) 1.18 1.01

After Re-stated

Earning Per Share (EPS) 1.39 1.01

After Re-statement EPS Increased to: 0.20 -

Sd/-

Place: Dhaka Ahmed Zaker & Co Date: 08 April, 2018 Chartered Accountants

10. Specify updated status of outstanding liabilities in note 15.00 and 17.00

Auditor‟s Reply:

This is to certify that the outstanding liabilities (Long term and Short-term Loan) of Delta Hospital Limited up to 30 June 2019 is as follows;

Long term Loan: Taka

Long Term Borrowings / Loan 954,521,823

Less: Current Maturity of Long-Term Loan 199,967,088

Balance after current maturity 754,554,735

Short Term Bank Loan 136,460,323

Sd/-



489

11. Disclosure regarding NPAT, EPS for the year ended 30-06-2017 for depreciation on land development

Auditors reply

Explanation why land development was not depreciated

According to para 15, 16 & 17 of BAS 16 “Property, plant and Equipment” an item of property, plant and equipment should initially be recorded at cost. Cost includes all costs necessary to bring the asset to working condition for its intended use. This would include not only its original purchase price but also costs of site preparation, delivery and handling, installation, related professional fees for architects and engineers, and the estimated cost of dismantling and removing the asset and restoring the site. The land development costs were incurred for earth filling. There are no costs of site dismantlement, removal and restoration etc. Hence it is not required to charge depreciation in accordance with BAS-16.

Sd/-


12. Disclosure regarding physical verication of cash at Bank as on 30 June 2019 Auditors reply We have physically counted the cash in hand and found those in order as on June 30, 2019.

Sd/-

Place: Dhaka FAMES & R.


13.Clarification regarding whether WPPF formed,managed ,disbursed and invested as per provision of Banglades labour amendment Act 2013 Auditors reply The Company is operating Workers Profit Participation Fund (WPPF) according to Bangladesh Labour Law 2006. The company pays to the Participation fund, the welfare fund, and fund established under section 14 of Bangladesh Workers Welfare Foundation Act, 2006 (as amendment) ACT, 2013. Sd/-


490

14.Disclosure regarding the reason for C.P.F not paid as shown in note 21.00

Auditors Reply:

The Company paid to the Employees contribution provident fund in regular basis. Firstly company made provision and create liability and then after the end of current month they transfer the provision amount to the Employees provident fund Bank accounts. For this reason, as on June 30, 2019 Tk. 4,000,710 was shown under the head other liabilities (note 21) which was subsequently paid.

Sd/-

Place: Dhaka FAMES & R. Date: 21October, 2019 Chartered Accountants

15. Disclosures regarding Break-up of land development expenses Auditors reply

Break-up of land development expenses:

Sand for earth filling

520,000

Labour charge

176,129

Total

696,129

Sd/-

Place: Dhaka Ahmed Zaker & Co


16. Disclosure regarding sale of share of Globex Pharma Limited (GPL)

Auditors Reply

In the year 2015 Delta hospital Limited sale of Globex Pharma Ltd. No of Share 12,25,000 by Tk. 2,35,20,000/=, in the year 2014 No of Share 10,30,000 by Tk. 1,97,76,000/= & 2016 Sale no. of Share 3,77,500 by Tk. 72,48,000. The remaining balance of Investment in Globex Pharma Ltd. as at june 30,2018 is Tk. 34,316,517.

Amount In Taka

30.06.2018 30.06.2017 30.06.2016 30.06.2015 30.06.2014

Investment in share-Globex Pharma Ltd.

Opening Balance 34,316,517 34,316,517 41,564,517 65,084,517 75,340,517

Add : During the year - - - - 9,520,000

34,316,517 34,316,517 41,564,517 65,084,517 84,860,517

Less : Disposal during the year - - (7,248,000) (23,520,000) (19,776,000)

Closing Balance 34,316,517 34,316,517 34,316,517 41,564,517 65,084,517 Less : Adjustment for Sale of proportion of share - - - - -

34,316,517 34,316,517 34,316,517 41,564,517 65,084,517

Sd/-

Place: Dhaka Ahmed Zaker & Co. Date: 27 March, 2019 Chartered Accountants

491

17. Disclosure regarding rental income Auditors reply

Details breakdown of rental Income for the year ended 30 June, 2019 is given below:

Rental Income Per month no. of month Total

DBBL ATM Booth 22,000 12 264,000

BRAC Bank ATM Booth

48,000 4 192,000

52,800 8 422,400

M/S. Nihon Enterprise & Catering

Service (Canteen) 600,000 12

7,200,000

Total 8,078,400

Sd/-


Date: 21 October, 2019 Chartered Accountants 18. auditor certificate regarding dposit of an amount equivalent to paid up capital

492

19. Auditor’s certificate on utilization of the fund raised through issue of capital earlier.


Auditor’s certificate on utilization of the fund raised through issue of capital earlier.

Accounting year

Amount in Taka

Reflected in Financial Statement

Fund Utilization for

1988 2,000,000

Preliminary Expenses under statement of financial position

Acquisition Cost for the formation of the company (Printing & stationary, MOA, Legal and License fee, Purchases Medicine, Chemicals & Disposables, rent and other Expenses ETC)

1988 10,276,639 Procure Fixed Assets under statement of financial position

Hospital Building Renovation, Machinery & Equipment Electricity & Sanitary Fitting, Motor Vehicles, furniture and Fixture etc. 1989 12,545,848

1990 1,903,733

2011 29,637,327 Machinery & Equipment under fixed assets schedule

Procurement of Simulator (Digital X- Ray) Machine

2011 11,530,530 Procure Fixed Assets under statement of financial position

Building renovation, wasa line installation, Furniture Fixture , Equipment Electricity & Sanitary Fitting, Motor Vehicles, Surgical Equipment etc.

2012 63,739,000 Machinery & Equipment under fixed assets schedule

Procurement of CT Scanner, Ultrasonography, CR Machine and Brachytherapy Machine

2014 84,438,433 Capital Work in Progress- Building under statement cash of flow

Construction of new Building

2015 68,461,013





Sd/- Place: Dhaka FAMES & R


493

20. Auditor Certificate regarding occupancy rate


Initially, the Company started with 100 beds which were gradually increased to 250 beds in 1994 and onward to 400 beds. The Company has future plan to increase its bed capacity up to 500 for which the Company already received license on 21 January 2016 from Directorate General of Health Service, Government of the Peoples Republic of Bangladesh. The occupancy rate of Delta Hospital Limited of the last five years are as follows:

Sl Year Percentage

1 2015 59%

2 2016 60%

3 2017 62%

4 2018 63%

5 2019 63%

Sd/- Place: Dhaka FAMES & R.

Date: 21October 2019 Chartered Accountants

23. Auditor Certificate regarding increase of leverage


We would like to inform you that Delta Hospital Limited was taken project loan for its expansion project during the year 2015 to 2019. We would like to inform you that Debt to Equity ratio was increase during the year 2015 to 2019 due to increase of debt. It is mentionable here that, the Company would repay a portion of loan from IPO proceeds to reduce debt burden.

Sd/- Place: Dhaka FAMES & R.

Date: 21October 2019 Chartered Accountants

DELTA HOSPITAL LIMITED

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