Checklist for ……………Limited (Securities Offered at Par Value)
Sl. No. / Requirements / ReferenceBSEC(Public Issue) Rules, 2015 /
Rule of Thumb
/Status
/ Page No. / RemarksName of the Company / ………………….Limited
Date of Application
Applied For / IPO for ………..Ordinary Shares @Tk.10.00 each
Issue Price / Tk. 10.00 per share
Total Issue / Tk.
Amount of public offering / Tk.
Amount of private placement (if any) / Tk.
Issue Manager(s)
Underwriter(s)
Lead Banker to the Issue
Authorized Capital /
Tk.
Paid-up Capital / Tk.Paid-up Capital (after IPO) / Tk.
Date of Incorporation
Date of Commencement of Commercial Operation
Subscription Opening Date
Subscription Closing date
Date of Audited Financial Statements
CIB Status
General Requirements for filing application for a public offer at par value (Rule: 3)
1. / Whether the issuer offers an amount of at least equivalent to 10% of its paid-up capital (including intended offer) or Tk. 15.00Crore at par value, whichever is higher; / 3(2)(a) /Yes
2. / Whether the issuer has minimum existing paid up capital of Tk. 15 crore; / 3(2)(b) /Yes
3. / Whether the issuer has not made any material change including raising of paid-up capital after the date of audited financial statements as included in the prospectus; / 3(2)(c) / Yes4. / Whether the issue manager is no way connected with the issuer, not does hold any of its securities; / 3(3)(d) / Yes
5. / Whether the issuer has prepared its financial statements in accordance with the requirements of the Securities and Exchange Rules, 1987, the provisions of IFRS /IAS as adopted in Bangladesh and audited the same as per Bangladesh Standards on Auditing (BSA) as well as the Companies Act, 1994 and other applicable legal requirements / 3(2)(e) / Yes
6. / Whether the issuer has got cost audit by professional accountants as per the Companies Act, 1994, if applicable; / 3(2)(f) / Yes
7. / Whether the issuer has got its latest financial statements audited by the panel auditors as declared by the Commission from time to time; / 3(2)(g) / Yes
8. / Whether the issuer has been regular in holding annual general meeting (AGM); / 3(2)(h) / Yes
9. / Whether the issuer has complied with the provisions of Corporate Governance Guidelines as published by the Commission from time to time; / 3(2)(i) / Yes
10. / Whether the issuer has complied with all the requirements of these Rules in preparing prospectus; / 3(2)(j) / Yes
11. / Whether the issuer has no accumulated retained loss at the time of application; / 3(2)(k) / Yes
12. / Whether the issuer has complied with the provisions of guidelines regarding valuation of assets, if any, as published by the Commission from time to time; / 3(2)(l) / Yes
13. / Whether the issuer or any of its directors is not a bank defaulter. / 3(2)(m) / Yes
Additional Requirements for fixed price method [Rule: 3(3)]
1. / Whether the issuer has been in commercial operation at least for immediate last 3 (three) years, it has positive net profit after tax and net operating cash flow at least for immediate preceding 2 (two) financial years; if it has been in commercial operation for a period less than 3 (three) years, it has positive net profit after tax and net operating cash flow at least for the latest financial year; if it has not started its commercial operation or not completed any financial period yet, it has positive projected net profit after tax and net operating cash flow; / 3(3)(a) / Yes
2. / Whether at least 35% of the issue has been underwritten on a firm commitment basis by the underwriter(s). / 3(3)(b) / Yes
General Requirements of submission of application and processing thereof (Rule: 4)
1. / Whether the issuer submit the application, to the Commission for consent of issuance of securities through public offer and the exchanges for listing in the main boards thereof, as per requirements of these rules and relevant listing regulations of the exchanges, along with ten copies of the prospectus, prepared as per requirements of these Rules, duly completed, together with all annexes thereto, duly signed on each page, by the issuer’s chief executive officer or managing director, chief financial officer, company secretary and chief executive officer or managing director of the issue manager; / 4(1)(a) / Yes
2. / Whether the issuer post prospectusin the websites of the issuer and the issue manager(s) which shall be updated with any change made thereof; / 4(1)(b) / Yes
3. / Whether the audited financial statements of the issuer submitted along with the application and prospectus within 120 days; / 4(1)(c) / Yes
4. / Whether all the required documents as per Annexure - A, B, C, D and G submitted with the application; / 4(1)(d) / Yes
5. / Whether amendment to the prospectus, signed by the said persons and submitted to the Commission and stock exchanges; / 4(1)(e) / Yes
6. / Whether the exchange(s) submit its primary recommendation to the Commission along with checklist, within 20 (twenty) days of receipt of the application and public offer documents, after due examination of the same in line with the provisions of these rules; / 4(1)(f) / Yes
7. / Whether the application, documents and primary recommendation of the exchanges verified by the Commission; / 4(1)(g) / Yes
8. / Whether additional disclosure, information, documents, certification and clarification, as the case may be, to produce or to disclose, in the prospectus, red-herring prospectus or the information memorandum for sale of securities, submitted to the Commission or the exchanges by the issuer or its directors, officers, issue manager(s), auditors and valuer(s); / 4(1)(h) / Yes
9. / Whether the issuer or its directors, officers, issue manager(s), auditors, valuer(s) shall fulfill such requirements within stipulated time; / 4(1)(i) / Yes
10. / Whether the final recommendation submitted by the exchange(s) along with a declaration as prescribed in the listing regulations to the Commission on the issue within seven days of receiving such additional disclosure, information, documents, certification and clarification. / 4(1)(j) / Yes
Other Requirements (Rule: 11-12)
1. / Whether the issuer appointed issue manager(s), registered with the Bangladesh Securities and Exchange Commission, for the purpose of making the public offer; / 11(1) / Yes
2. / Whether the issuer appointed underwriter(s), registered with the Bangladesh Securities and Exchange Commission, on a firm commitment basis for making public offer; / 12(1) / Yes
3. / Whether eligible underwriter(s) are appointed and the underwriting agreements include the conditions as per Rules; / 12(3) / Yes
Fees for public offer and listing of securities (Rule: 14)
1. / Whether Issue Management fee is 1% on the public offer amount or Tk. 03.00 million whichever is lower; / 14 / Yes
2. / Whether Underwriting fee is maximum 1% on 35% of the public offer amount; / 14 / Yes
3. / Whether Tk. 50,000/- as application fee for the Commission. / 14 / Yes
Requirements as per AnnexureA,B,C under rule 4(1)(d)
1. / Declaration about the responsibility of the directors, including the CEO of the issuer in respect of the prospectus; / Annexure A / Yes
2. / Due diligence certificate to be furnished by issue manager(s) in the prospectus; / Annexure B / Yes
3. / Due diligence certificate by the underwriter(s); / Annexure C / Yes
Disclosure requirements in the prospectus (Annexure E under rule 5)
1. / Whether the front cover page of the prospectus contain all the information and statements as per rules; / Annexure E
(B)(1) /
Yes
2. / Whether inside pages of the prospectus contain preliminary information and declarations; / Annexure E(B)(2)(a) /
Yes
3. / Whether availability of prospectus contain all the information as per rules; / Annexure E(B)(2)(b) /
Yes
4. / Whether the Table of Contents included; / Annexure E(B)(2)(c) /
Yes
5. / Whether the Executive Summary included; / Annexure E(B)(2)(d) /
Yes
6. / Whether a disclosure in respect of issuance of securities in Demat form included; /No
7. / Whether the Conditions imposed by the Commission in the consent letter included in the consent letter; / Annexure E(B)(2)(e) /
Yes
8. / Whether the Declaration and due diligence certificates as per Annexure- A, B and C included; / Annexure E(B)(2)(f) /
Yes
9. / Whether the information regarding about the issuer contain all the information as per rules; / Annexure E(B)(3) /
Yes
10. / Whether the Corporate directory of the Issuer included; / Annexure E(B)(4) /
Yes
11. / Whether Summary of issuer included; / Annexure E(B)(5)(a) /
Yes
12. / Whether General Information of issuer included; / Annexure E(B)(5)(b) /
Yes
13. / Whether Capital Structure of issuer included; / Annexure E(B)(5)(c) /
Yes
14. / Whether Description of Business of issuer included; / Annexure E(B)(5)(d) /
Yes
15. / Whether Description of Property of issuer included; / Annexure E(B)(5)(e) /
Yes
16. / Whether Plan of Operation and Discussion of Financial Condition of issuer included; / Annexure E(B)(5)(f) /
Yes
17. / Whether Management’s discussion and analysis of financial condition and results of operations included; / Annexure E(B)(6) /
Yes
18. / Whether information in respect of directors and officers of the issuer included; / Annexure E(B)(7) /
Yes
19. / Whether certain relationship and related transactions included; / Annexure E(B)(8) /
Yes
20. / Whether information regarding executive compensation included; / Annexure E(B)(9) /
Yes
21. / Whether information in respect of options granted to Directors, Officers and Employees included; / Annexure E(B)(10) /
Yes
22. / Whether transaction with the Directors and Subscribers to the Memorandum furnished; / Annexure E(B)(11) /
Yes
23. / Whether disclosure regarding ownership of Company’s securities furnished; / Annexure E(B)(12) /
Yes
24. / Whether disclosure regarding Corporate Governance included; / Annexure E(B)(13) /
Yes
25. / Whether the Valuation Report of securities prepared by the Issue Manager included; / Annexure E(B)(14) /
Yes
26. / Whether material information furnished regarding debt securities issued or to be issued; / Annexure E(B)(15) /
Yes
27. / Whether information regarding parties involved and their responsibilities included; / Annexure E(B)(16) /
Yes
28. / Whether disclosure regarding material contracts included; / Annexure E(B)(17) /
Yes
29. / Whether disclosure regarding Outstanding Litigations, Fine or Penalty furnished in the prospectus; / Annexure E(B)(18) /
Yes
30. / Whether Risk factors and management’s perception about the risks included; / Annexure E(B)(19) /
Yes
31. / Whether description of the Issue included; / Annexure E(B)(20) /
Yes
32. / Whether details of use of proceeds from the offering included indicating the amount to be used for each purpose; / Annexure E(B)(21) /
Yes
33. / Whether the prospectus includes a schedule mentioning the stages of implementation, utilization of funds and approximate date of completion of project signed by the Chief Executive Office or Managing Director, Chief Financial Officer and Chairman on behalf of the Board of Directors of the issuer; / Annexure E(B)(21)(e) /
Yes
34. / Whether the prospectus contains disclosure about the terms of contracts, if any regarding use of the issue proceeds; / Annexure E(B)(21)(f) /
Yes
35. / Whether the prospectus contains disclosure about the summary of the project appraisal/ feasibility report by the relevant professional people with cost of the project and means of finance, weaknesses and threats, if any; / Annexure E(B)(21)(k) /
Yes
36. / Whether a statement regarding lock-in on existing shares furnished in the prospectus; / Annexure E(B)(22)(b) /
Yes
37. / Whether distribution mechanism of securities furnished in the prospectus; / 6 /Yes
38. / Whether information regarding markets for the securities being offered included; / Annexure E(B)(23) /
Yes
39. / Whether description of securities outstanding or being offered included; / Annexure E(B)(24) /
Yes
40. / Whether the prospectus includes that the latest financial statements prepared and audited by the Commission’s panel auditors in adherence to the provisions of the Securities and Exchange Rules, 1987, the Companies Act, 1994, International financial Reporting and Auditing Standards as adopted in Bangladesh from time to time and Financial Reporting Act; / Annexure E(B)(25)(a) /
Yes
41. / Whether the information as is required under section 186 of the †Kv¤úvwb AvBb, 1994relating to holding company included; / Annexure E(B)(25)(b) /
Yes
42. / Whether ratios on Liquidity, Operating, Profitability, Coverage and Cash Flow of the issuer as specified in Annexure D included; / Annexure E(B)(25)(c) /
Yes
43. / Whether the prospectus includes comparative income statements and balance sheet and aforementioned ratios for immediate preceding 5 years or for the period of existence of the company as per Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the †Kv¤úvwb AvBb, 1994; / Annexure E(B)(25)(d) /
Yes
44. / Whether the information regarding Financial spread sheet analysis for the latest audited financial statements included; / Annexure E(B)(25)(e) /
Yes
45. / Whether the information regarding 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 included; / Annexure E(B)(25)(f) /
Yes
46. / Whether the information regarding 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 included; / Annexure E(B)(25)(g) /
Yes
47. / Quarterly or Half yearly EPS should not be annualized while calculating the EPS for the purpose of presenting in the red-herring prospectus /prospectus/ information memorandum; / Annexure E(B)(25)(h) /
Yes
48. / Whether the prospectus includes Net asset value (with and without considering revaluation surplus/reserve) per unit of the securities being offered at the date of the latest audited statement of financial position; / Annexure E(B)(25)(i) /
Yes
49. / Whether the prospectus incorporates credit rating report; / Annexure E(B)(26) /
Yes
/ N/A50. / Whether the information regarding Public Issue Application Procedure included. / Annexure E
(B)(27) /
Yes
Documents to be filed by the Issuer (Annexure G)1. / Memorandum and Articles of Association- certified by the Registrar of Joint Stock Companies and Firms (RJSC); / Annexure G (1)
2. / Certificate of Incorporation and Certificate of Commencement of Business – certified by the Registrar of Joint Stock Companies and Firms; / Annexure G (2)
3. / Extract from the Minutes of Meeting of the Board of Directors for raising paid up capital; / Annexure G (3)
4. / Consent of the Directors to serve, in original, signed by all directors; / Annexure G (4)
5. / Land Title Deed with current rent receipts; / Annexure G (5)
6. / If plant & machinery is reconditioned or second-hand – PSI certificates along with the import documents; / Annexure G (6)
7. / Loan agreements, if any; / Annexure G (7)
8. / Banker’s letter confirming opening of separate bank account for public issue purposes; / Annexure G (8)
9. / Due Diligence Certificate from Trustee of debt securities (as prescribed in the Securities and Exchange Commission (Private placement of Debt Securities) Rules, 2012), in original; / Annexure G (9)
10. / Agreement with (a) Investment Adviser, (b) Issue Manager along with a copy of inter-se allocation of responsibilities of each merchant banker, in case the issue is managed by more than one merchant banker, (c) Underwriter(s) and (d) Trustee of debt securities; / Annexure G (10)
11. / Joint venture agreement, if any; / Annexure G (11)
12. / Tax holiday approval letter from NBR, if any; / Annexure G (12)
13. / Copy of return of allotment and particulars of directors certified by the Registrar of Joint Stock Companies and Firms; / Annexure G (13)
14. / Banker’s certificate/bank statement showing deposit of the amount of paid up capital/ auditor’s certificate in this regard; / Annexure G (14)
15. / Undertakings of the issuer and its directors and shareholders having more than 5% of share for obtaining CIB Report from Bangladesh Bank; / Annexure G (15)
16. / Copies of valid license from the regulatory authority, where applicable; / Annexure G (16)
17. / Deed of Trust (in case of debt securities); / Annexure G (17)
18. / Credit rating report, if applicable; / Annexure G (18)
19. / Proper documents in support of information disclosed in prospectus regarding income tax, VAT status etc. / Annexure G (19)
20. / Revaluation Report as prepared according to Commission’s guidelines; / Annexure G (20)
21. / Audited financial statements for last 5 years or shorter period for which the issuer is in commercial operation; / Annexure G (21)
22. / Auditors certificate in pursuance to section 135 of the Companies Act; / Annexure G (22)
23. / Feasibility report prepared by professional people in case the issue proceeds are to be used in new projects; / Annexure G (23)
24. / Copies of contract/agreement/ loan section letter from bank/financial institutions to meet the additional funds required beyond the issue proceeds to complete the project; / Annexure G (24)
25. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding statement of long term and short term borrowings including borrowing from related party or connected persons with rate of interest and interest paid/accrued; / Annexure G (25)(a)
26. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding 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/other security, re-payment schedule and status; / Annexure G (25)(b)
27. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding statement of unsecured loans with terms & conditions; / Annexure G (25)(c)
28. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding 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.; / Annexure G (25)(d)
29. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding statement of trade receivables showing receivable from related party and connected persons; / Annexure G (25)(e)
30. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding statement of any loan given by the issuer including loans to related party or connected persons with rate of interest and interest realized/accrued; / Annexure G (25)(f)
31. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding statement of other income showing interest income, dividend income, discount received, other non-operating income; / Annexure G (25)(g)
32. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding statement of turnover showing separately in cash and through banking channel; / Annexure G (25)(h)
33. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding statement of related party transaction; / Annexure G (25)(i)
34. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding reconciliation of business income shown in tax return with net income shown in audited financial statements; / Annexure G (25)(j)
35. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac) were made through banking channel; / Annexure G (25)(k)
36. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding confirmation that Bank Statements of the issuer are in conformity with its books of accounts; / Annexure G (25)(l)
37. / Auditors Certificate for the last five years or any shorter period of commercial operation regarding statement of payment status of TAX, VAT and other taxes/duties; / Annexure G (25)(m)
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