Board Memo-13.03.2008

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ISLAMI BANK BANGLADESH LIMITED

PROJECT INVESTMENT DIVISION


HEAD OFFICE, DHAKA
Board Memo No. 2008/ Date: 12.03.2008
Sub: Proposals for:
1. Enhancement of working capital facilities/investment limit from Tk. 3500.00 million
(funded Tk. 1550.00 million with 100% TR + non-funded Tk. 1950.00 million) to Tk.
4000.00 million (funded Tk. 2050.00 million with 100% TR
+ non-funded Tk.1950.00 million) under LC/Bills/BBLC/BBBills/Bai-As-serf/MDB/MPI
/Bai-Murabaha/Bai-Salam mode in addition to HPSM liability of Tk. 133.79 million;
2. Permission for opening 9 (nine) L/Cs for US$ 1,18,41,240 eqvt to Tk. 820.00 million at
360 days deferred payment basis at 5% cash margin in form of MTDR on cash
settlement basis by the client with permission for L/C commission @ 0.20% for 1 st
quarter and 0.15% for subsequent quarter in addition to the regular limit;
3. Waiver of sanction terms regarding taking post dated cheques against
Bai-Murabaha/MPI-TR investment; and
4. Waiver of sanction terms regarding nomination of directors from the Bank to the client
company -A/c.M/s. Zaber & Zubair Fabrics Ltd. of Paltan Branch, Dhaka.

A. Particulars of the client:


01. Name of the Client : M/s. Zaber and Zubair Fabrics Ltd.,
02. Office Address : Globe Chamber, 104, Motijheel C/A, Dhaka.
03. Constitution of the Firm : Private Limited Company
04. Capital Structures
Authorized Capital : Tk.500.00 million (5,000,000 ordinary shares @ Tk.100 each).
Paid-up Capital : Tk. 30.00 million (300,000 ordinary shares @ Tk.100 each).
05. Particulars of the Directors/shareholders:
SL Name No. of Shares % Status Remarks

01. 48000 16 Director Resign from the post of


Jb. Md. Nurul Islam,
MD & new 43,000 shares
S/O. late Md. Ismail
allotted.
02 66000 22 MD Newly appointed as MD
Jb. ASM Rafiqul Islam,
& new 46,000 shares
S/O. Jb. Md. Nurul Islam
allotted.
03. 30000 10 Shareholder Resign from the post of
Mrs. Sufia Khatoon,
Director & new 25,000
W/O. Jb. Md. Nurul Islam
shares allotted.
04. Jb. Md. Abdullah Zaber, 39000 13 Shareholder New 29,000 shares
S/O. Jb. Md. Nurul Islam allotted.
05 Jb. Md. Abdullah Zubair, 39000 13 Shareholder New 29,000 shares
S/O. Jb. Md. Nurul Islam allotted.
06. Mrs. Nur-E-Yasmin Fatima 39000 13 Shareholder New 39,000 shares
D/o. Jb. Md. Nurul Islam allotted.
07. Jb. Md. Abdullah Talha, 39000 13 Shareholder New 39,000 shares
S/O. Jb. Md. Nurul Islam allotted.
Total 100

06. Nature of the project : Composite Textile project.


07. Capacity of the project : 117.25 million linear meter fabrics.

B. Liability and Performance of the Client:

1
01. Liability position of the client with IBBL as on 29.02.2008
a. Real Liability (Amount in million Taka)
Mode Sanction Limit Gross Outstanding Net Outstanding Overdue
Bai-Murabaha 1550.52 1360.10 -
MPI-TR 262.24 229.95 -
Bai-Salam 1550.00 140.68 140.68 -
Bills-TR 0 0 -
Sub-Total 1953.44 1730.73 -
HPSM (Project) 230.85 133.79 -
165.43
Sub-Total 230.85 133.79 -
Total 1715.43 2184.29 1864.52 -
b. Commitment Liability
Mode Sanction Limit Gross Outstanding Net Outstanding Overdue
Cash LC 991.82 875.03 -
BBLC 628.01 668.01 -
1950.00
B.G 13.00 13.00 -
Sub-Total 1632.83 1543.04 -
Grand Total (a+b) 3665.43 3817.12 3407.56 -

C. Particulars of the Investment limit:


01. Mode & Amount of Investment
(Amount in million Taka)
Name of the Additional
Mode Existing Limit Total
Concerns Limit
165.43 (Net 133.79 (Net
HPSM (Project) -
Outstanding) Outstanding)
Working Capital 1550.00 2050.00
M/S. Zaber and 500.00
(Funded) (100% TR) (100% TR)
Zubair Fabrics Ltd.
Working Capital
1950.00 - 1950.00
(Non-Funded)
Sub-Total 3500.00 Nil 4000.00
3665.43 Nil 4133.79
Grand Total
(TR-1550.00) (TR-2050.00)

D. Security:
Registered mortgage/creation of further charge on the following:
(Amount in million Taka)
Particulars FSV
831.33 Khatha Land with 9,56,861 sft* factory building under Mouza: Pagar, Tongi,
721.55
Gazipur owned by M/S. Zaber & Zubair Fabrics Ltd.
Hypothecation of existing machinery & Motor vehicles of M/S. Zaber & Zubair
2923.27
Fabrics Ltd. (WDV as on 30.06.2007 as per Balance Sheet)
Total 3644.82

E. Recommending Authority:

The EC in its 1307th Meeting held on 09.03.2008 discussed the above proposals and after
detailed discussion the EC recommended the proposal to the Board for approval. A copy of EC
Memo No. 2008/451 dated 08.03.2008 is enclosed for kind ready reference.

2
The proposals are now placed before the Board for kind consideration and if agreed, the
following resolution may be adopted:

RESOLUTION:
“Resolved that the proposals for:
1. Enhancement of working capital facilities/investment limit from Tk. 3500.00 million
(funded Tk. 1550.00 million with 100% TR + non-funded Tk. 1950.00 million) to Tk.
4000.00 million (funded Tk. 2050.00 million with 100% TR
+ non-funded Tk.1950.00 million) under LC/Bills/BBLC/BBBills/Bai-As-serf/MDB/MPI
/Bai-Murabaha/Bai-Salam mode in addition to HPSM liability of Tk. 133.79 million;
2. Permission for opening 9 (nine) L/Cs for US$ 1,18,41,240 eqvt to Tk. 820.00 million at
360 days deferred payment basis at 5% cash margin in form of MTDR on cash
settlement basis by the client with permission for L/C commission @ 0.20% for 1 st
quarter and 0.15% for subsequent quarter in addition to the regular limit;
3. Waiver of sanction terms regarding taking post dated cheques against
Bai-Murabaha/MPI-TR investment; and
4. Waiver of sanction terms regarding nomination of directors from the Bank to the client
company -A/c. .M/s. Zaber & Zubair Fabrics Ltd. of Paltan Branch, Dhaka
under the terms and conditions as envisaged in the EC memo no. 2008/451 dated 08.03.2008 be
and are hereby approved.”

(M. FARIDUDDIN AHMAD)


EXECUTIVE PRESIDENT

3
ISLAMI BANK BANGLADESH LIMITED
PROJECT INVESTMENT DIVISION
HEAD OFFICE, DHAKA

JUSTIFICATION OF ENHANCEMENT OF WORKING CAPITAL LIMIT:

M/s. Zaber & Zubair Fabrics Ltd. of Paltan Branch, Dhaka.

1. Increase of existing capacity from 90.00 million linear meter to 117.00 million linear
meter;
2. Increase of price of raw materials;
3. Increase of utilization of capacity.

M/s. Zaber Spinning Mills Ltd. of Paltan Branch, Dhaka.

1. Increase of tied-up period for raw materials from existing 150 days to 180 days as they
wants to keep stocks of raw materials for 6 months;
2. Increase of price of raw materials;
3. Increase of utilization of capacity.

4
Sub: Proposals for:
1. Renewal with enhancement of working capital facilities/investment limit from Tk.
3500.00 million (funded Tk. 1300.00 million with 100% TR + non-funded Tk. 2200.00
million) to Tk. 3750.00 million(funded Tk. 1550.00 million with 100% TR
+ non-funded Tk.2200.00 million) under LC/Bills/BBLC/BBBBills/FBN/IBP/MPI/Bai-
Murabaha/Bai-Salam mode;
2. Permission for changes of Board of Directors & Shareholding Structure;
3. Permission for opening BBLCs @ of 0.20% commission; and
4. Waiver of P & T charges for BBLCs -A/c.M/s. Zaber & Zubair Fabrics Ltd., of
Paltan Branch, Dhaka.

Note from pre-page continued:


As per views of IBW, we have obtain 3 (three) years BBLC performance of the client, justification for
waiver of P & T charge from the Branch which is as under:

03 years BBLCs performance of the client:


Year Nos. of BBLCs Amount Commission P & T Charge
realized Realized
2005 178 652.27 1.63 0.017
2006 138 787.37 1.84 0.014
2007 (Sep.) 103 778.82 1.94 0.010

Regarding justification of waiver of P & T charge, the Branch informed that the client approached for
waiver of P & T charge on the ground that they can avail the same from other Banks.

Placed for further decision.

(Mohammed Shahid Ullah)


AVP. PID.

5
K. Observations of Head Office
i) Due to a number of valid reasons, the client has to arrange merger and acquisitions of 2
industrial concerns of the group viz. M/S. Noman Textile Mills Ltd., M/S. Noman
Spinning Mills Ltd. and another independent concern namely M/S. Ismail Spinning Mills
Ltd. to one single concern namely M/S. Zaber & Zubair Fabrics Ltd.

They already transferred entire assets i.e. land, building and machinery of M/S. Noman
Textile Mills Ltd. & M/S. Noman Spinning Mills Ltd. to said company. On the other
hand, M/S. Ismail Spinning Mills Ltd. transferred their land & building (i.e. excluding
machinery) to said company. They have meantime adjusted HPSM (Project) and
Working Capital liabilities of the above 3-concerns with IBBL.
ii) Due to bar of Single Party Exposure constraint, they are intended to get redemption of
M/S. Talha Tex-Pro Ltd. and M/S. Sufia Fabrics Ltd. In this connection, they have
already adjusted HPSM (Project) liabilities of these 2-concerns. They are committed to
adjust Working Capital liabilities of above 2-concerns before redemption. They will
continue operation of these concerns by availing finance from other Bank(s).
iii) We invited the client at Head Office for discussion on various aspects of the proposal.
Accordingly, Jb. Nurul Islam, key person of the group accompanied by his company
secretary and finance officials has called on Head Office on 05.12.2006. A detailed
discussion meeting held with the DEP, Investment Wing in the chair wherein the EVP-
PID, VP-PID & dealing official were also present. In the said meeting, Jb. Nurul Islam
clarified the following:
a. At the moment i.e. after acquisition, they are executing export of 91.00 million liner
meter per year from this industry. Weaving capacity of M/S. Zaber & Zubair Fabrics
Ltd. is 39.00 million liner meter home tex fabrics per year from 515 projectiles and
rest 52.00 million are procured from 685 nos. projectiles of M/S. Shah Chand
Textiles, their another concern.
b. They never want to quit IBBL, if they are fed with adequate working capital.
However, since there is single party limit constraint in IBBL and this huge project
has actually huge working capital requirement, so for smooth operation of the
project, they earlier requested for pari passu charge with SCB.
c. They also stated that now they have been exporting 6.00-7.00 million US$ per month.
They are expecting to export 10-11 million US$ per month from next January, 2007.

iv) On the basis of above discussion, we have assessed working capital requirement for the
project at Tk.4010.63 at 80% capacity utilization. Considering 10% equity participation
by the client, net working capital requirement comes at Tk.3565.77 million with
maximum funded limit of Tk.3274.00 million..
v) In the said meeting, it was also decided that since our permissible limit is not sufficient to
cover the total requirement of the project at the moment, IBBL will extend maximum
funded limit now. Mentionable, Bank’s equity was Tk.9754.00 million at 30 th September,
2006 with maximum permissible funded limit of Tk.1463.10 million. Next year, IBBL
will further extend maximum permissible limit to them. Hence, they are committed not
to avail facility from Standard Chartered Bank and therefore there is no necessity of pari
passu charge with them.
vi) The client is one of the most valued clients of the Branch as well as the Bank. Their past
performance is very satisfactory.

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L. Recommendation of Head Office :
In view of the above, past satisfactory performance, long association of the client with the Bank
and recommendation of the Branch Incumbent as well as recommendation of the Zonal Head,
we upon due consideration, recommend the proposals for:
i. renewal and enhancement of the Composite Working Capital Facilities/Investment Limit
from Tk.2145.00 million (Funded: Tk.1435.00 million with 100% TR + Non-Funded -
Tk.750.00 million) to Tk.3500.00 million (Funded - Tk.1300.00 million with 100% TR +
Non-Funded : Tk.2200.00 million) under LC/Bills/BB-LC/BB-Bills/FBP/IBP/MPI/Bai-
Murabaha/Bai-Salam Mode (Bai-salam not to exceed 20% of export value) in addition to
the existing HPSM (Project) outstanding liability of Tk.165.43 million (Net) favoring
M/S. Zaber & Zubair Fabrics Limited with the provision for utilizing funded limit up to
the extent of permissible lending limit of IBBL upon gradual adjustment of HPSM
liability;
ii. redemption of mortgage properties i.e. land, building & machinery of 5-concerns namely
(i) M/S. Noman Textile Mills Ltd., (ii) M/S. Noman Spinning Mills Ltd., (iii) M/S. Sufia
Fabrics Ltd., (iv) M/S. Talha Tex-Pro Ltd. and (v) M/S. Ismail Spinning Mills Ltd. upon
adjustment of their entire liability; and
iii. re-mortgage of land, building & machinery of M/S. Noman Textile Mills Ltd. & M/S.
Noman Spinning Mills Ltd. and mortgage of land & building of M/S. Ismail Spinning
Mills Ltd. in favor of M/S. Zaber & Zubair Fabrics Ltd. with the condition to adjust
Working Capital liability of M/S. Talha Tex-Pro Ltd. and M/S. Sufia Fabrics Ltd. before
redemption.

The proposals are now placed before the Executive Committee for kind consideration and if
approved, the following resolution may be adopted:

Resolution:
“Resolved that the proposals for:
i. renewal and enhancement of the Composite Working Capital Facilities/Investment
Limit from Tk.2145.00 million (Funded: Tk.1435.00 million with 100% TR + Non-
Funded - Tk.750.00 million) to Tk.3500.00 million (Funded - Tk.1300.00 million with
100% TR + Non-Funded : Tk.2200.00 million) under
LC/Bills/BB-LC/BB-Bills/FBP/IBP/MPI/Bai-Murabaha/Bai-Salam Mode (Bai-salam not
to exceed 20% of export value) in addition to the existing HPSM (Project) outstanding
liability of Tk.165.43 million (Net) favoring M/S. Zaber & Zubair Fabrics Limited with
the provision for utilizing funded limit up to the extent of permissible lending limit of
IBBL upon gradual adjustment of HPSM liability;
ii. redemption of mortgage properties i.e. land, building & machinery of 5-concerns
namely (i) M/S. Noman Textile Mills Ltd., (ii) M/S. Noman Spinning Mills Ltd., (iii)
M/S. Sufia Fabrics Ltd., (iv) M/S. Talha Tex-Pro Ltd. and (v) M/S. Ismail Spinning
Mills Ltd. upon adjustment of their entire liability; and
iii. re-mortgage of land, building & machinery of M/S. Noman Textile Mills Ltd. & M/S.
Noman Spinning Mills Ltd. and mortgage of land & building of M/S. Ismail Spinning
Mills Ltd. in favor of M/S. Zaber & Zubair Fabrics Ltd. A/C. M/S. Zaber & Zubair
Fabrics Ltd. of Paltan Branch, Dhaka under the terms & conditions as envisaged in the
Memo, be and are hereby recommended to the Board.”

(M. FARIDUDDIN AHMAD)


Deputy Executive President
&
7
Executive President (c.c.)

8
ISLAMI BANK BANGLADESH LIMITED
PROJECT INVESTMENT DIVISION
HEAD OFFICE, DHAKA
OFFICE NOTE: Date : 22.11.2006
Sub: Proposals for:
i. redemption of mortgage properties of 5-concerns namely (i) M/S. Noman Textile Mills
Ltd., (ii) M/S. Noman Spinning Mills Ltd., (iii) M/S. Sufia Fabrics Ltd., (iv) M/S. Talha
Tex-Pro Ltd. and (v) M/S. Ismail Spinning Mills Ltd. and subsequently re-mortgage of
all assets of (i) M/S. Noman Textile Mills Ltd. & (ii) M/S. Noman Spinning Mills Ltd.
and land & building of M/S. Ismail Spinning Mills Ltd. (i.e. excluding Machinery) in
favor of M/S. Zaber & Zubair Fabrics Ltd.;
ii. enhancement of Composite Working Capital Facilities/Investment Limit from
Tk.2145.00 million (Funded: Tk.1435.00 million with 100% TR + Non-Funded -
Tk.750.00 million) to Tk.3000.00 million (Funded - Tk.1750.00 million with 100% TR +
Non-Funded : Tk.1250.00 million) under LC/Bills/BB-LC/BB-Bills/FBP/IBP/MPI/Bai-
Murabaha/Bai-Salam Mode in addition to the existing HPSM (Project) outstanding
liability of Tk.278.33 million favoring M/S. Zaber & Zubair Fabrics Limited; and
iii. permit pari-passu security sharing agreement with Standard Chartered Bank for an
amount of Tk.1000.00 million A/C. M/S. Zaber & Zubair Fabrics Ltd. of Paltan Branch,
Dhaka.

A. Date of Receiving the Proposal and Related Documents


Date of receiving the proposal by the Branch : 23.08.2006
Date of sending the proposal from the Branch : 16.09.2006
Date of sending the proposal from Zonal Office : 21.09.2006
Date of receiving the proposal by Head Office : 21.09.2006
Date of receiving CIB report : 12.11.2006

B. Particulars of the Existing Limit


M/S. Noman Group (Comprising 5 private limited companies)
a. Existing Limit:
HPSM (Project) : Tk.445.00 million
Tk.2185.00 (Funded-Tk.1435.00 million with
Working Capital :
100% TR and Non-Funded Tk.750.00 million)
b. Sanctioning Authority : The Board in its 143rd meeting held on 08.07.2006
c. Collateral
Land and Building : Tk.360.20 million (FSV)
Plant and Machinery : Tk.1618.32 million (WDV)
Total : Tk.1978.52 million

M/S. Ismail Spinning Mills Ltd. (A separate and independent limit)


a. Limit
HPSM (Project) : Tk.150.00 million
Working Capital : Tk.600.00 million
b. Sanctioning Authority : The EC in its 1209th Meeting held on 28.03.2006
c. Collateral
Land : Tk.70.20 million (FSV)
Building : Tk.66.00 million (FSV)
Plant and Machinery : Tk.275.21 million (WDV)
Total : Tk.411.21 million

9
(Contd………P/2)

-2-
C. Rationale of the proposals given by the Client
01. M/S. Noman Textile Mills Ltd., M/S. Noman Spinning Mills Ltd., M/S. Zaber & Zubair
Fabrics Ltd. and M/S. Ismail Spinning Mills Ltd. are situated in the same compound but the
land is un-demarcated. So they have been facing a number of problems and also have to bear
a lot of non-official expenses such as:
iii. Problems regarding having approval and renewal of Bond License of M/S. Zaber and
Zubair Fabrics Ltd. from custom authority.
iv. Difficulties to assess Poura Savha Tax, issuance of Trade License, Holding Number
etc.
v. Difficulties to issue and renew VAT registration, permission from Board of
Investment, IRC, ERC, BMTA Certificate etc due to said causes.
vi. Problems to pay customs VAT, Insurance etc.
02. To overcome these complexities, the management of M/S. Noman Textile Mills Ltd. &
M/S. Noman Spinning Mills Ltd. meantime sold their entire assets i.e. land, building and
machinery to M/S. Zaber and Zubair Fabrics Ltd. On the other hand, M/S. Ismail Spinning
Mills Ltd. sold their land & building (i.e. excluding machinery) to M/S. Zaber and Zubair
Fabrics Ltd. They have already adjusted all liabilities with IBBL including HPSM
(Project) and Working Capital of the above 3-concerns.
03. Due to bar of Single Party Exposure Limit, they are intended to get redemption of M/S.
Talha Tex-Pro Ltd. and M/S. Sufia Fabrics Ltd. from IBBL. They will arrange funds from
other Banks for said projects as and when required. In this connection, they have already
adjusted HPSM (Project) liabilities with IBBL of the above 2-concerns. They assured that
Working Capital liabilities of above 2-concerns will be adjusted before redemption.
04. The client stated that, existing Working Capital Facilities/Investment Limit is insufficient
for M/S. Zaber & Zubair Fabrics Ltd. as it was sanctioned 4-years ago. At that time they
assessed Working Capital requirements of Tk.1300.00 million @ Tk.47.00/US$. But now
US Dollar exchange rate is Tk.67/US$. So, their current Working Capital requirement
stands at Tk.4000.00 million.
05. Again, after acquisition of aforementioned 3-concerns with their existing capacity, the
production capacity of M/S. Zaber & Zubair Fabrics Ltd. has increased substantially. In
this regard, the client informed that now they have been exporting 6.00-7.00 million US$
per month. In the meantime, they have opened LC value of Tk.710.00 million to import
dyeing and processing machinery. So, they are expecting to export 10-11 million US$ per
month from next January, 2007.
06. The client again stated that, they are exporting their products on 120-150 days deferred
payment basis. As a result, a huge amount is always blocked in the form of receivables.
Moreover, they have to maintain a buffer stock to ensure sound supply as per buyers
demand.
In this situation, for smooth running of the project the client has approached the Branch for:
i. redemption of mortgage properties of 5-concerns namely (i) M/S. Noman Textile Mills
Ltd., (ii) M/S. Noman Spinning Mills Ltd., (iii) M/S. Sufia Fabrics Ltd., (iv) M/S. Talha
Tex-Pro Ltd. and (v) M/S. Ismail Spinning Mills Ltd. and re-mortgage of all assets of (i)
M/S. Noman Textile Mills Ltd. & (ii) M/S. Noman Spinning Mills Ltd. and land &
building of M/S. Ismail Spinning Mills Ltd. (i.e. excluding Machinery) in favor of M/S.
Zaber & Zubair Fabrics Ltd.;
ii. enhancement of Composite Working Capital Facilities/Investment Limit from
Tk.2145.00 million (Funded Tk.1435 million with 100% TR and Non-Funded Tk.750.00
million) to Tk.3000.00 million (Funded-Tk.1750.00 million with 100% TR and Non-
Funded-Tk.1250.00 million) under LC/Bills/BB-LC/BB-Bills/FBP/IBP/MPI/Bai-

10
Murabaha/Bai-Salam Mode in addition to the existing HPSM (Project) outstanding
liability of Tk.278.33 million; and
iii. allowing pari-passu security sharing agreement with Standard Chartered Bank for an
amount of Tk.1000.00 million.
(Contd………P/3)
-3-
D. Particulars of the client after proposed Merger & Acquisition
01. Name of the Client : M/S. Zaber and Zubair Fabrics Ltd.,
02. Office Address : Globe Chamber, 104, Motijheel C/A, Dhaka.
03. Constitution of the Firm : Private Limited Company
04. Capital Structures
Authorized Capital : Tk.500.00 million (5000000 ordinary shares @ Tk.100 each).
Paid-up Capital : Tk. 5.00 million (50,000 ordinary shares @ Tk.100 each).
Share Money Deposit : Tk.495.00 million

05. Particulars of the Directors/shareholders:


Name Share Status
Jb. Md. Nurul Islam, S/O. late Md. Ismail 10% Managing Director
Jb. ASM Rafiqul Islam, S/O. Jb. Md. Nurul Islam 40% Director
Mrs. Sufia Khatoon, W/O. Jb. Md. Nurul Islam 10% Director
Jb. Md. Abdullah Zaber, S/O. Jb. Md. Nurul Islam 20% Shareholder
Jb. Md. Abdullah Zubair, S/O. Jb. Md. Nurul Islam 20% Shareholder
Total 100%

06. Nature of the project : Composite Textile project.*


* Note: Before proposed Merger & Acquisition, nature of each of the projects was as under:
# Name of the Concerns Nature of the Project Remarks
1 M/S. Noman Textile Textile weaving mill (237 projectiles) Now dissolved through
Mills Ltd. producing Home textiles transferring all assets to M/S.
2 M/S. Noman Spinning Textile weaving mill (128 projectiles) Zaber & Zubair Fabrics Ltd.
Mills Ltd. producing Home textiles.
3 M/S. Ismail Spinning Rotor spinning unit producing Cotton Now dissolved through
Mills Ltd. & Synthetic Yarn. transferring land & building
to M/S. Zaber & Zubair
Fabrics Ltd. and spinning
machineries to other concern.
3 M/S. Zaber & Zubair Composite Textile project (155 Become a big home textiles
Fabrics Ltd. projectiles) producing Home Textiles. project (520 projectiles)
4 M/S. Sufia Fabrics Ltd Specialized textile producing synthetic Will continue operation by
fabrics and composite knit garments. availing finance from other
5 M/S. Talha Tex-Pro Ltd. Textile dyeing, printing and finishing unit. Bank(s).

07. Performance of the project as per audited reports


(Amount in million Taka)
Particulars 2002-03 2003-04 2004-05 2005-06
Sales 1556.25 2406.04 3220.00 4626.74
Cost of Goods Sold 1456.62 1928.34 2477.64 3687.69
Gross Profit 99.63 477.70 742.36 939.05
Less: Administrative & Selling Overhead 52.10 102.68 132.24 302.56
Operating Profit 47.53 375.02 610.12 636.49
Add: Other Income 169.01 0.00 0.00 0.00
Less: Financial Expenses 191.48 112.28 163.25 221.81
11
Net Profit 25.06 262.74 446.87 414.68

(Contd………P/4)

-4-
08. Asset Liability position of the client as on 30.06.2005 (before merger & Acquisition)
as per audited report
(Amount in million Taka)
Liabilities and Stock-Holder's Equity Amount Assets and Properties Amount
Current Liabilities Current Assets
Sundry Creditors 135.15 Cash & Bank Balance 11.92
Creditor for Expenses 26.93 Sundry Debtors 37.57
Short Term Loan 1248.74 Cash Incentive 158.61
Total Current Liabilities 1410.82 Bills Receivables 415.83
Long Term Liability Stock of Spares and Others 42.56
Long Term Loan 303.56 Stock of Materials 512.15
Total Liabilities 1714.38 Total Current Assets (A) 1178.64
Stock-Holder’s Equity Fixed Assets
Paid-up-Capital 5.00 Land & Land Development 245.61
Share Money Deposit 490.00 Building & Civil Constructions 331.88
Balance of net profit as per last year 283.89 Plant and Machinery 1057.97
Profit for current year 446.87 Electrical Installation 39.66
Total Stock-Holder's Equity 1225.76 Gas Installation 37.07
Deep Tube Well 2.52
Total Liabilities & Stock-Holder’s Equity 2940.14 Office Equipments 9.66
Motor Vehicle 33.34
Furniture & Fixtures 3.79
Total Fixed Assets (B) 1761.50
Net Worth 1225.76 Total Assets and Properties (A+B) 2940.14

09. Asset Liability position of the project as on 30.06.2006 as per audited report (after
acquisition)
(Amount in million Taka)
Liabilities and Stock-Holder's Equity Amount Assets and Properties Amount
Current Liabilities Current Assets
Sundry Creditors 425.95 Cash & Bank Balance 10.36
Creditor for Expenses 184.56 Sundry Debtors 92.46
Deferred LC Payment 270.00 Cash Incentive 162.27
Short Term Loan from Sister Concerns 655.04 Bills Receivables 816.16
Short Term Loan from Bank 1907.54 Security Deposits 40.00
Total Current Liabilities 3443.09 Stock of Spares and Others 155.26
Stock of Materials 707.74
Long Term Liability Total Current Assets (A) 1984.25
Long Term Loan 275.26 Fixed Assets
Total Liabilities 3718.35 Land & Land Development 400.04
Stock-Holder’s Equity Building & Civil Constructions 686.21
Paid-up-Capital 5.00 Plant and Machinery 1939.91
Spare, Accessories & Screens 156.75
Share Money Deposit 490.00 Electrical Installation 44.94
Balance of net profit as per last year 730.76 Gas Installation 73.73
Profit for current year 414.68 Deep Tube Well 8.15
Total Stock-Holder's Equity 1640.44 Office Equipments 8.21
Motor Vehicle 53.38
Total Liabilities & Stock-Holder’s Equity 5358.79 Furniture & Fixtures 3.22
Total Fixed Assets (B) 3374.54
12
Net Worth 1640.44 Total Assets and Properties (A+B) 5358.79
10. Name of the Auditor : Mohammed Quddus & Co., Chartered Accountant.

(Contd………P/5)
-5-
E. Position of the Client before and after Merger & Acquisition
01. Assets and Properties of the clients before merger & acquisition as on 30.06.2005
(Amount in million Taka)
Name of the Concerns Fixed Assets
Current
Building & Plant & Other Fixed Total
Land Assets Assets
Constructions Machinery
M/S. Zaber & Zubair
245.61 331.88 1057.97 126.04 1178.64 2940.14
Fabrics Ltd.
M/S. Noman Textile
30.00 19.76 84.76 0.23 107.41 242.16
Mills Ltd.
M/S. Noman Spinning
35.03 8.08 70.03 25.24 133.13 271.51
Mills Ltd.
M/S. Ismail Spinning
53.55 75.50 272.77 3.81 435.56 841.19
Mills Ltd.
Total 364.19 435.22 1485.53 155.32 1854.74 4295.00

02. Assets/Properties of M/S. Zaber & Zubair Fabrics Ltd. after proposed Merger & Acquisition
Fixed Assets
Current
Land & Land Building & Plant & Other Fixed Total
Assets
Development Constructions Machinery Assets
400.04 686.21 1939.91 348.38 1984.25 5358.79
*Note:
i. Entire fixed assets i.e. land, building and machinery M/S. Noman Textile Mills Ltd. & M/S.
Noman Spinning Mills Ltd. meantime sold to M/S. Zaber and Zubair Fabrics Ltd. On the
other hand, land & building of M/S. Ismail Spinning Mills Ltd. (i.e. excluding machinery)
sold to M/S. Zaber and Zubair Fabrics Ltd.
ii. The assets i.e. land, building and machinery M/S. Talha Tex-Pro Ltd. and M/S. Sufia
Fabrics Ltd. are not included in above cost. The client, after getting redemption of said
concerns, will avail working capital finance from other Bank(s).

03. Liabilities & Stock-Holder’s Equity of the client before merger & acquisition on 30.06.2005
(Amount in million Taka)
Name of the Concerns Liabilities
Stockholder’s Net
Current Long-Term Total
Equity Worth
Liabilities Liabilities
M/S. Zaber & Zubair Fabrics Ltd. 1410.82 303.56 1225.76 2940.14 1225.76
M/S. Noman Textile Mills Ltd. 144.72 0 40.09 242.16 40.09
M/S. Noman Spinning Mills Ltd. 200.10 0 71.41 271.51 71.41
M/S. Ismail Spinning Mills Ltd. 346.39 141.80 353.00 841.19 353.00
Total 2102.03 445.36 1690.26 4295.00 1690.26

04. Liabilities & Stock-Holder’s Equity of the client after proposed Merger & Acquisition
(Amount in million Taka)
Liabilities Stockholder’s
Total Net Worth
Current Liabilities Long-Term Liabilities Equity
3443.09 275.26 1640.44 5358.79 1640.44
13
(Contd………P/6)

-6-
F. Performance, Liability & Net Worth of the Client
01. Performance of the Clients with IBBL
a. Performance of M/S. Zaber & Zubair Fabrics Ltd. in HPSM (Project) Investment as on
31.10.2006
(Amount in million Taka)
Fallen Outstanding
Date of Date of
Limit Disbursement Due for Recovered Overdue
Disbursement Expiry Gross Net
Recovery
550.00 307.00 17.11.1999 16.11.12 184.00 279.89 Nil 166.78 165.43

b. Performance of M/S. Zaber & Zubair Fabrics Ltd. in Working Capital Investment for last 3 years
(Amount in million Taka)
C/A
Sales
Year Disbursement Recovery Export Import Turnove Bank’s Income
Turnover
r
2004 795.52 717.00 3092.00 3092.00 1458.00 1905.35 348.85
2005 826.59 743.42 1500.58 2425.56 481.03 2295.81 221.19
2006
up to 1219.11 907.15 1099.50 1099.50 726.13 1225.52 166.45
31.10.06

c. Performance of M/S. Ismail Spinning Mills Ltd. in Working Capital Investment for last 3-years
(Amount in million Taka)
C/A
Sales
Year Disbursement Recovery Export Import Turnove Bank’s Income
Turnover
r
2004 245.00 240.22 3320.60 3320.60 1507.10 467.00 260.25
2005 255.58 250.00 1254.38 1254.38 491.21 470.00 170.85
2006 up
to Oct
72.00 70.40 - - 68.70 403.80 7.76

02. Liability position of the client with IBBL as on 31.10.2006


a. Real Liability
(Amount in million Taka)
Mode Sanction Limit Gross Outstanding Net Outstanding Overdue
Bai-Murabaha 1319.29 1159.28 -
MPI-TR 248.54 217.60 -
Bai-Salam 1435.00 56.86 56.86 -
Bills-TR 0 0 -
Sub-Total 1624.69 1433.74 -
HPSM (Project) 268.89 165.43 -
445.00
Sub-Total 268.89 165.43 -
Total 1880.00 1893.58* 1599.17 -
b. Commitment Liability
Mode Sanction Limit Gross Outstanding Net Outstanding Overdue
Cash LC 750.00 272.86 245.57 -
14
BBLC 172.12 172.12 -
BB Bills 0 0 -
Inland LC 0 0 -
B.G 13.00 12.82 -
Sub-Total 457.98 430.51 -
Grand Total (a+b) 2630.00 2351.56 2029.68 -

(Contd………P/7)

-7-
* Note:
i. Now there is no liability in the name of M/S. Noman Textile Mills Ltd., M/S. Noman
Spinning Mills Ltd. and M/S. Ismail Spinning Mills Ltd.
ii. HPSM (Project) liability of M/S. Sufia Fabrics Ltd. & M/S. Talha Tex-Pro Ltd. already
adjusted by the client. They however, assured that Working Capital liabilities of above 2-
concerns will be adjusted before redemption.
iii. Working Capital liability of Tk.248.11 million, Gross Tk.218.00 million, Net (All Funded)
{Tk.109.11 million (Gross) & Tk.96.14 million (Net) A/C. M/S. Sufia Fabrics Ltd. +
Tk.139.00 million (Gross) & Tk.121.86 million (Net) A/C. M/S. Talha Tex-Pro Ltd.}is
included in the above liabilities.
03. Stock position against Working Capital Investment : Tk.1661.79 certified by the Branch.

04. Liability of the clients as per CIB Report printed on 01.11.2006:


(Amount in million Taka)
Name of the Concerns Mode Limit Outstanding Overdue CL Status
M/S. Marium Textile Mills Ltd. Hypothecation 190.00 167.70 0.00 STD
M/S. Noman Fabrics Ltd. Hypothecation 100.00 25.00 0.00 STD
Pledge 1435.00 1266.30 0.00 STD
M/S. Jaber & Zubair Fabrics Term Loan 675.00 549.50 0.00 STD
Ltd. Guarantee 13.00 13.00 0.00
LC 750.00 356.20 0.00
M/S. Ismail Spinning Mills Ltd. Guarantee 2.70 2.70 0.00
Pledge 1435.00 138.80 0.00 STD
M/S. Talha Tex. Pro. Ltd.
Guarantee 3.10 3.10 0.00
Hypothecation 70.00 34.30 0.00 STD
PAD/BLC/BE 2.90 2.70 2.70 STD
M/S. Artex Fabrics Ltd. Exp. Credit 212.50 192.80 26.70 STD
Guarantee 33.80 33.80 0.00
LC 84.90 84.90 0.00
Hypothecation 358.60 352.30 0.00 STD
Term Loan 327.90 242.90 0.00 STD
LTR 276.50 293.80 0.00 STD
M/S. Sufia Cotton Mills Ltd. LIM 30.00 32.10 0.00 STD
LC 160.00 29.70 0.00
Overdraft 50.00 48.50 0.00 STD
PAD/BLC/BE 32.40 30.80 0.00 STD
M/S. Sufia Fabrics Ltd. Pledge 1435.00 109.10 0.00 STD
LIM/LTR 470.00 479.70 0.00 STD
Overdraft 61.40 60.60 0.00 STD
Demand Loan 109.00 113.80 0.00 STD
LTR 142.80 163.80 0.00 STD
M/S. Talha Spinning Mills Ltd.
Hypothecation 165.00 188.90 0.00 STD
Term Loan 98.90 65.80 0.00 STD
LC 7.00 7.00 0.00
Demand Loan 367.50 367.50 0.00 STD
15
Hypothecation 181.90 187.30 30.10 STD
LTR 44.40 51.80 0.00 STD
M/S. Diganta Media Cor. Ltd. PAD/BLC/BE 11.10 11.70 0.00 STD
Overdraft 0.20 20.00 0.00 STD
Term Loan 54.00 44.90 3.10 STD
Total 9391.50 5772.80 62.60 STD
* Note: i. Jb. Nurul Islam has been holding only 4% in M/S. Diganta Media Corporation Ltd.
ii. Overdue of M/S. Artex Fabrics Ltd. was for very short period and meantime adjusted
in full.
(Contd………P/8)
-8-
05. Results of IRG
Results of IRG
Risks Score Score Obtained Score Short
a. Financial Risk 50 25 Fully cash secured Superior
b. Business Risk 18 17 85+ Good
c. Management Risk 12 12 75-84 Acceptable
d. Security Risk 10 8 65-74 Marginal
e. Relationship Risk 10 10 55-64 Special Mention
Total 100 72 45-54 Substandard
35-44 Doubtful
Risk Grading : Marginal * <35 Bad/Loss
* Note: Since in the IRG, 50% weightage has been allotted for figures of Balance sheet, the
company scored marginal mainly due to lesser liquidity ratio i.e. less than 0.70.
Mentionable, this is a very special situation involving merger and acquisition of a
number of big industrial concerns.
However, as per credit risk management guidelines, Bank may consider a proposal
even the IRG score comes marginal considering merit in other factors and
parameters.

G. Working Capital Requirements of the Project after Merger & Acquisition


(Amount in million Taka)
Particulars Tide-up- Year-1 Year-2 Year-3
Current Assets Periods 80% 85% 90%
Raw Materials 150 809.14 859.71 910.28
Work-in-Process 30 196.94 209.25 221.56
Finished Goods Stock 30 232.87 247.42 261.98
Receivable at Cost 120 863.45 917.42 971.38
Stores and Spares 90 8.48 8.48 8.48
Gross Working Capital 2110.88 2242.28 2373.68
Less, 10% cash margin 211.09
Permissible Bank finance 1899.79
say
1900.00
Assumptions:
Assumptions:
i) Operation time : 3-Shift of 8-hours.
ii) Production period : 350 Days in a year.
iii) Annual rated capacity : 40.00 million liner meter per year
iv) Production of fabric per Kg of yarn : 4 liner Meter
v) Purchase prices :
Yarn : Tk.200/Kg
Dyes & chemicals: Tk.7/Liner meter
Sizing cost : Tk.2/Liner meter
16
(Contd………P/9)

-9-
H. Particulars of the Investment limit after proposed Merger & Acquisition
01. Mode & Amount of Investment
(Amount in million Taka)
Name of the Additional
Mode Existing Limit Total
Concerns Limit
278.33 (Gross 278.33 (Gross
HPSM (Project) -
Outstanding) Outstanding)
Working Capital 315.00 1750.00 (100%
M/S. Zaber and 1435.00 (100% TR)
(Funded) (100% TR) TR)
Zubair Fabrics
Working Capital
Ltd.* 750.00 500.00 1250.00
(Non-Funded)
2463.33 315.00 3278.33
Sub-Total
(TR-1435.00) (100% TR) (TR-1750.00)
HPSM (Project) 150.00 (150.00) Nil
M/S. Ismail
Working Capital 600.00 (600.00) Nil
Spinning Mills Ltd.
Sub-Total 750.00 Nil Nil
2463.33 815.00 3278.33
Grand Total
(TR-1435.00) (TR-315) (TR-1750.00)
* Note:
I. The exiting Composite Working Capital Limit was sanctioned in the name of 5 concerns
of Noman Group viz. M/S. Noman Textile Mills Ltd., M/S. Noman Spinning Mills Ltd.,
M/S. Zaber and Zubair Fabrics Ltd., M/S. Sufia Fabrics Ltd. & M/S. Talha Tex-Pro Ltd.
II. A separate Composite Working Capital Limit was sanctioned in the name of M/S. Ismail
Spinning Mills Ltd. outside the above limit.
III. Now the client intends to merge 2 concerns of the group viz. M/S. Noman Textile Mills
Ltd. & M/S. Noman Spinning Mills Ltd. and also another concern i.e. M/S. Ismail
Spinning Mills Ltd. with M/S. Zaber & Zubair Fabrics Ltd.
IV. They also sought complete redemption of M/S. Sufia Fabrics Ltd. and M/S. Talha Tex-
Pro Ltd. from IBBL and allowing pari-pasu security sharing agreement with Standard
Chartered Bank for an amount of Tk.1000.00 million favoring M/S. Zaber & Zubair
Fabrics Ltd.
02. Purpose of Investment : To import/purchase raw materials against BBLC and
purchase of Bills etc for the project.
03. Period of Investment : For a period of 1-year on revolving basis.
04. Rate of return : 14.00% per annum or the rate to be determined by the Bank
from time to time.
05. LC Commission : 0.25% for 1st quarter and 0.20% for subsequent quarters.
06. Mode of disbursement : Deal to deal basis as per usual norms of the bank.
07. Mode of recovery : Deal to basis as per usual norms of the Bank.
08. Security
a) Primary
17
LC/Bills : Related documents.
TR : Lien on goods to be released under TR till disposal & deposit of
sale proceeds towards adjustment of the related investment
account with the Branch TR to be obtained duly executed along
with delivery order duly signed by the investment clients.
b) Cash/Goods
LC : 10% cash securities on CFR value.
MPI/Bai-Murabaha : 10% cash securities on cost price/landed cost to be
subsequently converted to goods security.

(Contd………P/10)
- 10 -
c) Collateral
Registered mortgage/creation of further charge on the following:
Concerns Security/Existing Value (FSV/WDV as on 30.06.2005) Remarks
Collateral
M/S. Ismail 233.33 Katha land with Land & Building : Tk.136.00 million, FSV Firstly to be
Spinning Mills Ltd. 143000 sft. RCC Structure Machinery : Tk.275.21 million, WDV
Project building Total : Tk.411.21 million released and then
M/S. Noman 207.73 Kathas land with Land & Building : Tk.50.39 million, FSV to be finally
Spinning Mills Ltd., 44200 sft building Machinery : Tk.70.07 million, WDV mortgaged in the
Total : Tk.120.46 million
M/S. Noman Textile 133.705 Kathas land with Land & Building : Tk.44.94 million, FSV
name of M/S.
Mills Ltd. 91000 sft building Machinery : Tk.84.76 million, WDV Zaber & Zubair
Total : Tk.129.70 million Fabrics Ltd.
M/S. Zaber & 256.2175 Khathas Land Land & Building : Tk.125.02 million, FSV Further charge to
Zubair Fabrics Ltd. with 183695 sft building Machinery : Tk.1091.31 million, WDV
Total : Tk.1216.33 million be created
M/S. Sufia Fabrics 220.67 Kathas land with Land & Building : Tk.64.93 million, FSV To be
Ltd., and 52000 sft building Machinery : Tk.242.94 million, WDV
Total : Tk.307.87 million redeemed/released
M/S. Talha Tex-pro 313.939 Kathas land with Land & Building : Tk. 74.92 million, FSV To be
Ltd. 166000 sft building Machinery : Tk.129.24 million, WDV
Total : Tk.204.16 million redeemed/released
Total Vale of 1365.59 katha land with Land & Building : Tk. 496.20 million, FSV
Securities (as per 679895 sft building Machinery : Tk.1893.53 million, WDV
Previous sanction) Total : Tk.2389.73 million
* All projects are located at same area under Mouza-Pagar, P.S. Tongi, Gazipur.

Total value of security after proposed Merger & Acquisition:


(Amount in million Taka)
Particulars FSV
831.33 Khatha Land with 9,56,861 sft* factory building under Mouza: Pagar, Tongi,
721.55
Gazipur owned by M/S. Zaber & Zubair Fabrics Ltd.
Hypothecation of existing machinery & Motor vehicles of M/S. Zaber & Zubair
1993.29
Fabrics Ltd. (WDV as on 30.06.2006)
Total 2714.84
* Meantime the client constructed 2,76,966 sft. building in the area from their own source at
a cost of Tk.250.00 million for which vale of land & building increased.
d) Others
i) Personal Guarantee of all the Directors of the Project Company in his/her/their individual capacity.
ii) Creation of pari passu charge on the present and future assets (fixed and floating) including
Book-debts of the Company in favor of the Bank with the Registrar of Joint Stock
Companies & Firms, Bangladesh against the present and future liabilities of the Company
with the Bank.
iii) Post dated cheques drawn on the Current Accounts with the Branch covering the sale price
of MPI/Murabaha goods must be obtained from the Clients. The concerned investment
Clients shall deposit the cheque(s) with you through a forwarding letter in their official letter

18
head pad duly sealed & signed with assurance to maintain sufficient credit balance in the
relevant current A/C so that the cheque(s) are honored on due dates on presentation if
required.
iv) Deposit of 100% Share Certificate with the Branch issued in favor of the shareholders of the
Company with share transferred form (F-117) dully signed by the shareholders, if applicable.
v) All charge documents shall have to be executed as per related Investment Manual(s).

I. Recommendation of the Branch:


Considering the client’s satisfactory performance, reputation, creditworthiness, volume of
business and the unavoidable circumstances as mentioned above, the SVP and Branch
Incumbent has recommended the proposals for:

(Contd………P/11)
- 11 -
i. redemption of mortgage properties of 5-concerns namely (i) M/S. Noman Textile Mills
Ltd., (ii) M/S. Noman Spinning Mills Ltd., (iii) M/S. Sufia Fabrics Ltd., (iv) M/S. Talha
Tex-Pro Ltd. and (v) M/S. Ismail Spinning Mills Ltd. and subsequently re-mortgage of
all assets of (i) M/S. Noman Textile Mills Ltd. & (ii) M/S. Noman Spinning Mills Ltd.
and land & building of M/S. Ismail Spinning Mills Ltd. (i.e. excluding Machinery) in
favor of M/S. Zaber & Zubair Fabrics Ltd.;
ii. enhancement of Composite Working Capital Facilities/Investment Limit from
Tk.2145.00 million (Funded: Tk.1435.00 million with 100% TR + Non-Funded -
Tk.750.00 million) to Tk.3000.00 million (Funded - Tk.1750.00 million with 100% TR +
Non-Funded : Tk.1250.00 million) under LC/Bills/BB-LC/BB-Bills/FBP/IBP/MPI/Bai-
Murabaha/Bai-Salam Mode in addition to the existing HPSM (Project) outstanding
liability of Tk.278.33 million favoring M/S. Zaber & Zubair Fabrics Limited; and
iii. permit pari-passu security sharing agreement with Standard Chartered Bank for an
amount of Tk.1000.00 million A/C. M/S. Zaber & Zubair Fabrics Ltd. favoring the
client.
J. Recommendation of the Zonal Head
The EVP and Zonal Head, Dhaka South Zone has recommended the proposals of the Branch.

K. Observations of Head Office


i) Due to a number of valid reasons, the client has to arrange merger and acquisitions of 2
industrial concerns of the group viz. M/S. Noman Textile Mills Ltd., M/S. Noman
Spinning Mills Ltd. and another independent concern namely M/S. Ismail Spinning Mills
Ltd. to one single concern namely M/S. Zaber & Zubair Fabrics Ltd.

They already transferred entire assets i.e. land, building and machinery of M/S. Noman
Textile Mills Ltd. & M/S. Noman Spinning Mills Ltd. to said company. On the other
hand, M/S. Ismail Spinning Mills Ltd. transferred their land & building (i.e. excluding
machinery) to said company. They have meantime adjusted HPSM (Project) and
Working Capital liabilities of the above 3-concerns with IBBL.
ii) Due to bar of Single Party Exposure constraint, they are intended to get redemption of
M/S. Talha Tex-Pro Ltd. and M/S. Sufia Fabrics Ltd. In this connection, they have
already adjusted HPSM (Project) liabilities of these 2-concerns. They are committed to
adjust Working Capital liabilities of above 2-concerns before redemption. They will
continue operation of these concerns by availing finance from other Bank(s).
iii) After acquisition, no of projectiles of M/S. Zaber & Zubair Fabrics Ltd. will be increased
to 520 nos. including 237 nos. of M/S. Noman Textile Mills Ltd. & 128 nos. of M/S.
Noman Spinning Mills Ltd. However, spinning machinery of M/S. Ismail Spinning Mills
Ltd. will be transferred to other company as informed by the client.

19
iv) On the basis of aggregate capacity of all 3 home-tex producing concerns, w orking capital
requirement for the project comes at Tk.2110.88 at 80% capacity utilization. Considering
10% equity participation by the client, net working capital requirement comes at
Tk.1900.00 million.
v) In this regard, the client informed that now they have been exporting 6.00-7.00 million
US$ per month. In the meantime, they have opened LC value of Tk.710.00 million to
import dyeing and processing machinery. So, they are expecting to export 10-11 million
US$ per month from next January, 2007
vi) Since our permissible limit is not sufficient to cover the total requirement of the project,
they have arranged a limit of Tk.1000.00 million from Standard Chartered Bank. In this
regard, they have requested to allow pari-passu security sharing agreement with said
Bank against said investment of Tk.1000.00 million.

(Contd………P/12)
- 12 -
vii) The client is one of the most valued clients of the Branch as well as the Bank. Their past
performance is very satisfactory.
viii) In this connection, Jb. Nurul Islam, key person of the group called on Head Office and a
discussion meeting held at the chamber of the Deputy Executive President, Investment
Wing wherein he clarified the rationale of submitting the proposals.
viii) Mentionable, Bank’s equity was Tk.9572.25 million at June 30, 2006 (at which maximum
funded limit was Tk.1435.83 million). As at 30 th September, 2006 Bank’s equity has
been increased to Tk.9754.00 million with maximum permissible funded limit of
Tk.1463.10 million.
ix) This proposal requires approval by the Board.

Placed for kind perusal & decision.


(A. S. M. Rezaul Karim)
Senior Principal Officer
VP-PID Please

20
A/C. M/S. Zaber & Zubair Fabrics Ltd. of Paltan Branch, Dhaka.
Continued from pre-page
i) As desired by the management, we invited the client at Head Office for discussion on
various aspects of the proposal. Meantime, Jb. Nurul Islam, key person of the group
accompanied by his company secretary and finance officials has called on Head Office on
05.12.2006. A detailed discussion meeting held in the Committee room with the DEP,
Investment Wing in the chair wherein the EVP-PID, VP-PID and dealing official were also
present. In the said meeting, Jb. Nurul Islam clarified the following:
a. At the moment i.e. after acquisition, capacity of M/S. Zaber & Zubair Fabrics Ltd. is
39.00 million liner meter home tex fabrics per year from 515 projectiles. But they are
actually executing export of 91.00 million liner meter per year from this industry.
Rest 52.00 million liner meter fabrics are procured from 685 nos. projectiles of M/S.
Shah Chand Textiles, their another concern.
b. They never want to quit IBBL, if they are fed with adequate working capital.
However, since there is single party limit constraint in IBBL and this huge project
has actually huge working capital requirement, so for smooth operation of the
project, they requested for pari passu charge with SCB.
c. They also stated that now they have been exporting 6.00-7.00 million US$ per month.
They are expecting to export 10-11 million US$ per month from next January, 2007.
ii) On the basis of above discussion, we have assessed working capital requirement for the
project at Tk.4010.63 at 80% capacity utilization. Considering 10% equity participation
by the client, net working capital requirement comes at Tk.3565.77 million with
maximum funded limit of Tk.3274.00 million..
iii) In the said meeting, it was also decided that since our permissible limit is not sufficient to
cover the total requirement of the project at the moment, IBBL will extend maximum
funded limit now. Next year, IBBL will further extend maximum permissible limit to
them. Hence they will not avail facility from Standard Chartered Bank and therefore
there is no necessity of pari passu charge with them.
vii) Mentionable, Bank’s equity was Tk.9754.00 million at 30 th September, 2006 with
maximum permissible funded limit of Tk.1463.10 million.

Placed for kind perusal & decision.


(A. S. M. Rezaul Karim)
Senior Principal Officer
VP-PID Please

21
G. Working Capital Requirements of the Project after Merger & Acquisition
Assumptions:
Assumptions:
i) Operation time : 3-Shift of 8-hours.
ii) Production period : 350 Days in a year.
iii) Annual rated capacity : 90.00 million liner meter per year
iv) Production of fabric per Kg of yarn : 4 liner Meter
v) Purchase prices :
Yarn : Tk.200/Kg
Dyes & chemicals: Tk.7/Liner meter
Sizing cost : Tk.2/Liner meter
(Amount in million Taka)
Particulars Tide-up- Year-1 Year-2 Year-3
Current Assets Periods 80% 83% 85%
Raw Materials 30 364.11 377.77 386.87
Inventory 60 728.22 755.54 773.74
Work-in-Process 30 443.11 459.73 470.81
Finished Goods Stock 30 523.95 543.59 556.69
Receivable at Cost 120 1942.76 2015.62 2064.19
Stores and Spares 90 8.48 8.48 8.48
Gross Working Capital 4010.63
Less, Depreciation & write off 48.66
Net Working Capital 3961.97
Less, 10% cash margin 396.20
Permissible Bank finance 3565.77

In other words, they will now avail the funded Working Capital Limit upto Tk.1300.00 million
and may avail upto Tk.1435.80 million upon gradual adjustment of the existing HPSM (Project)
outstanding liability. Subsequently, they may avail funded limit to the extent

22

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