ISLAMI BANK BANGLADESH LIMITED

CORPORATE INVESTMENT DIVISION-II

INVESTMENT WING
HEAD OFFICE, DHAKA
Board Memo No.2009/ Date: 09.08.2009
Sub: Proposal for changes in the management of the company on the stipulation that the client (new
management) will adjust overdue within 3 (three) months time-A/c. M/s. Unimex Textile Mills
Ltd., a client of Islampur Branch, Dhaka.

The subject proposal, the text of which is presented below, was placed before the EC in its 1379 th
Meeting held on 03.08.2009 vide EC Memo No.2009/1115 dated 30.07.2009. The Executive Committee,
after threadbare discussion recommended the proposal to the Board for approval.
A. Background of the Client:
M/s. Unimex Textile Mills Ltd. is an export oriented composite Textile project. They have been banking
with the branch since 1992 and availing investment since 1997.
Summary of Sanction of the fresh Investment/ enhancement of Investment/ facilities allowed to the
Client/Group:
(Taka in million
Sanctioning Authority Name of the Mode of Amount of Remarks
with Date concern Investment Investment
The EC in its 411th held M/s. Adnan Working capital 6.00 Fresh
on 30.10.1997 Textile
The EC in its 821st HPSM (Project) 11.50 BMRE
Meeting held on M/s.Unimex
27.08.2002 Textile Mills Ltd.
th
The EC in its 826 HPSM (Project) 55.00 BMRE
Meeting held on
17.09.2002
The EC in its 876th HPSM (Project) 41.16 BMRE
Meeting held on
20.04.2003
The EC in its 1028th HPSM (Project) 85.00 BMRE
Meeting held on
25.08.2004
The EC in its 1167th Working capital 140.00 Renewal &
Meeting held on (TR 50.00) enhancement
10.10.2005
The EC in its 1250th Working capital 160.00 Renewal &
Meeting held on (TR 70.00) enhancement
07.02.2007
Janab Md. Abul Kalam Azad, Managing Director alongwith 6 (six) Directors of the company have
resigned from the company for personal reason. The new management approached the branch with the
proposal for changes in the management of the client company.
01. Date of Banking with the Branch : 1992
02. Date of Availing Investment : 27.08.2002
03. Date of Original Sanction : 27.08.2002
04. Amount of last HPSM sanctioned : Tk.85.00 million
Means of finance (as per last sanction) (Taka in million)
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Bank’s investment Client’s equity Total
Amount % Amount %
85.00 60% 57.38 40%

05. Amount of Working Capital Limit : Tk.130.00 million

06. Nature of Project : Weaving, dyeing and finishing project.
07. Location of Project : Sharifpur, Joydebpur, Gazipur
08. Date of Last Renewal of WC Limit : 12.02.2007
09. Date of Expiry of WC Limit : 12.02.2008*
*(The Branch sent renewal proposal on 20.10.2008 but we could not consider the proposal at that time
due to non-submission of the proposal for changes in management by the client)
B. Particulars of the Client:
01. Name of the concern : M/s. Unimex Textile Mills Ltd.
02. Location of the Office : 109/110, Islampur Road, Dhaka
03. Location of the Factory : Sharifpur, Joydebpur, Gazipur
04. Constitution of the Company : Private Limited Company.
05. Nature of the business : Textile, Dying, and Finishing goods.
06. Capacity of the project : 28.00 million yard/year
07. Capital Structure :
08. Authorized Capital : Tk. 200.00 million
Paid up Capital : Tk. 95.00 million

09. Particulars of the Directors/Managements:

Existing Management Proposed Management

Name (%) Status Remarks Name (%) Status Remarks

of Shares of Shares
Haji Md. Samsul Haque 26% Chairman Continue Haji Md. Samsul Haque 26% Chairman Continue
S/o. Late Daulat Ali Bepari S/o. Late Daulat Ali
Bepari
Alhaj Abul Kalam Azad Managing Resigned Mrs. Rezia Sultana 16.63% Director Continue
S/o. Late Maqbul Hossain 13% Director W/o. Haji Md. Samsul
Roybashia Haque
Al-haj Motaleb Hossain 13% Director Resigned Saidul Haque Sajib 17.37% Managing New
S/o. Late Maqbul Hossain S/o. Haji Md. Samsul Director
Roybashia Haque

Mrs. Rezia Sultana 6% Director Continue Ashraful Haq Satej 20% Director New
W/o. Haji Md. Samsul S/o. Haji Md. Samsul
Haque Haque
Haji Abul Hashem 16% Director Resigned Zahura Haque Setu 8% Director New
S/o. Late Altaf Hossain D/o. Haji Md. Samsul
Haque & W/o Md. Awal
Khan
Al-Haj M. A. Hoque Director Resigned Shamsunnahar Haque 10% Director New
S/o. Late Abdul Hamid 4% Nitu, D/o. Haji Md.
Samsul Haque
Al-Haj Zahid Iqbal Director Resigned Md. Awal Khan S/o 2% Director New
S/o.Al-Haj Motaleb 6% Lokman Khan
Hossain
Md. Abul Rashid 8% Director Resigned
S/o.Haji Abul Hashem
Al-Haj Md.Abul Hasan 8% Director Resigned

Total 100% 100%

10. Present limit & liability of the Client:

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a) With IBBL (Taka in million)
Name of the Mode Limit Outstanding Overdue Status
Concern Net Gross
M/s. Unimex HPSM (Project) 126.16 101.48 152.49 20.71
Textile Mills Ltd. Working Capital 160.00 92.51 103.35 29.49
Total 286.16 193.99 255.84 50.20
Note: The Branch informed that the client will adjust the overdue liability within December 2009.
b) Liability as per CIB report printed on 18.01.2009 (Taka in million)
Name of the concern Mode Limit Outstanding Overdue Status
M/s. Unimex Textile Mills Ltd. Pledge 84.10 80.40 0.00 STD
PAD/BLC/BE 2.50 2.40 0.00 STD
Term Loan 110.80 161.90 0.00 STD
Other Dir 16.00 11.80 0.00 STD
Guarantee 4.00 4.80 0.00 STD
Total 217.40 261.30 0.00
11. Performance of the Client:
a. HPSM (Project) as on 19.07.2009 (Taka in
million)
Mode Limit Disbursed Due for Recovered Outstanding Overdue Remark
Recovery Net Gross
HPSM 126.16 110.71 51.29 30.58 101.48 152.49 20.71*
(Project)
*Note: The Branch informed that the client will adjust the overdue liability within December 2009.

b. Past performance of the client during last 03 (three) years. (Taka in

million)
Year Limit Investment turnover Sales Current A/C Income
turnover turnover earned
LC/Bills Mura Total Dr. Cr.
2006 160.00 4.90 27.27 32.17 114.85 58.95 58.95 3.12
2007 160.00 21.94 62.92 84.86 139.97 61.30 61.31 13.79
2008 160.00 108.44 69.90 162.73 182.54 78.42 78.42 8.50
Up to 30 June- 160.00 41.92 60.68 102.60 121.25 48.21 48.21 17.65
2009
c. Performance of the client as per Audit Report as on 30.06.2008: (Taka in million)
Particulars 2005-2006 2006-2007 2007-2008
Sales 114.86 139.97 157.07
Cost of Goods Sold 91.57 108.89 116.03
Gross Profit 23.28 31.08 41.04
Administrative and General Expenses 6.67 13.01 22.54
Operating Profit 16.61 18.07 18.50
Financial Expenses 12.91 10.76 10.42
Net Profit 3.70 7.31 8.08

12. Asset-Liability Position as per Audited Balance Sheet as on 30.06.2008: (Taka in

million)
Assets Liability and Equity
Particulars Value Particulars Value
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a. Current Assets: a. Current Liability:
Cash in hand and at Bank 4.52 Short term loan 96.21
Inventory 50.67 A/c. Payable 2.01
Advance, Deposit and 0.49 Income Tex. (provision) 9.90
Prepayment
Account Receivable 22.87 Other liability 0.75
Sub total (a) 78.55 Sub total (a) 108.87
b. Fixed Assets: b. Long term loan 149.93
Land 191.20
Building 6.64 Sub Total (a+b) 258.80
Plant and Machinery 95.06 c. Paid up Capital 95.00
Furniture & Fixture 0.29 Share Money Deposit 3.51
Electric Equipment 2.17 Retained Earning 17.61
Vehicles 0.90 Sub total (c)
Preliminary Expenses 0.12 d. General Reserves --
Sub total (b) 296.38 Total Equity (c+d) 116.13
Grand Total (a+b): 374.93 Grand Total (a+b+c): 374.93
Net Worth: 116.13
13. Name of the Auditor: Rahman Mustafiz Haq & Co. 85, Naya Paltan Dhaka-1000
14. Calculation of IRG:
Risks Score Score Obtained Score Grading
Financial Risk 50 31 Fully cash secured Superior
Business Risk 18 15 85+ Good
Management Risk 12 11 75-84 Acceptable
Security Risk 10 8 65-74 Marginal
Relationship Risk 10 10 55-64 Special Mention
Total 100 75 45-54 Substandard
35-44 Doubtful
Risk Grading Acceptable <35 Bad/Loss
C. Particulars of the Proposed Investment:
01. Mode & Amount of the proposed Investment (Taka in
million)
Name of the Mode Limit
concern Existing Proposed Existing reduction Total
M/s. Unimex HPSM (Project) HPSM (Project) 126.16 --- 126.16
Textile Mills Ltd. (outstanding )
LC/Bills/MPI/Bai- LC/Bills/BBLC/ 160.00 (30.00) 130.00
Murabaha/IBP/BG Bills/MPI/Murabaha/ (TR- 70.00) (TR-70.00)
Bai-Salam/MDB/BG
Total 286.16 (30.00) 256.16
* BG not to exceed Tk. 5.00 million.
02. Purpose of Investment
Working Capital : To import/purchase raw materials for the project.
03. Period of Investment
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Working Capital : 1 (one) year on revolving basis.
04. Rate of Return
Working Capital : @ 13.00% per annum or the rate to be determined by the Bank
including Bai-Salam from time to time.
05. Mode of Disbursement
Working Capital : Deal to deal basis within 1-year as per standard norms of the
bank.
06. Mode of Recovery
Working Capital : Deal to deal basis within 1-year as per standard norms of the
bank. Each deal is to be adjusted within 180 days.

07. Security
a. Cash/Goods
LC/Bills : 15% cash security on CFR value.
MPI/Bai-Murabaha : 15% cash security on landed cost to be subsequently converted to
goods security.
BBLC/Bills : Duty free raw materials delivered/ to be delivered against TR
BG : 20% cash security on guarantee amount but in case of custom
authority 100%
b. Primary
LC/Bills : L/C Related documents.
MPI/Bai-Murabaha : Pledge of MPI/Bai-Murabaha goods with prescribed goods security
to be sold under deferred payment shall be held under effective
control of the Bank to be delivered to the Client on payment of
Bank’s dues within due date.
TR against MPI/ : Lien on goods to be released against TR till disposal and deposit of
Bai-Murabaha sale proceeds towards adjustment of related investment A/cs with
the Branch on condition that every deal under TR shall have to be
adjusted within six months from the date of disbursement and no
disbursement be made under TR if any deal under TR remains
overdue.
BG : Counter guarantee of the client.
c. Collateral:
Registered mortgage/further charge with registered irrevocable power of attorney from the mortgagors in
Bank’s favor including the clause “Bank can sell the property as per section-12 of Artho Rin Adalot Ain-
2003 without the intervention of court in case of default to pay bank’s dues within due date by the client”
on the following properties
(Taka in million)
Particulars MV FSV
86.64 decimal project land under mouza Sonda, Joydebpur, Gazipur, Khatian No.
23.82 19.49
86, Plot no. 293-4 owned by the existing directors of the company.
19.76 decimal land under Mouza- Bhogra, Joydebpur, Gazipur owned by the
5.43 4.45
existing Directors of the project.
Total 82,102 sft. construction area 30.38 23.59
Hypothecation of the existing machinery of the project, WDV as on 30.06.2008 105.05 105.05
Total 164.68 152.58
D. Recommendation of the Branch:
Considering the Client’s business need, the Branch Incumbent of Islampur, Dhaka has recommended
the proposal for changes in the management of the company.

E. Recommendation of Zonal Head:

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The EVP & Zonal Head, Dhaka South Zone, Dhaka has recommended the proposal as recommended
by the Branch.
F. Audit observations and compliance thereof dated 20.08.2008:
Audit objection Reply of the Branch
C.S parcha not obtained Branch issued letter to the client to submit C.S parcha.
G. Head Office observations & Recommendation:
1. M/s. Unimex Textile Mills Ltd. (a composite Textile project) was a sister concern of M/s. Adnan
Textile Ltd. They are doing business with IBBL since 1997.
2. The performance of the client in the year 2009 (up to 30.06.2009) is as under:
Investment turnover : Tk.102.60 million
Sales turnover : Tk.121.25 million
Branch income : Tk. 17.65 million
3. Janab Md. Abul Kalam Azad, Managing Director alongwith other 6 (six) Directors of the
company has resigned from the company for personal reason. Now the new management
approached the Branch for changes in management of the client company.
4. The client has HPSM overdue liability of Tk. 20.71 million and working capital overdue liability of
Tk.29.49 million with standard status. However, they inform us that they will adjust the overdue by
December 2009.
5. We have obtained CIB report of incoming directors printed on 18.01.2009 and found regular. Up to
date CIB report not yet obtain.
6. IRG score 75 which imply Acceptable Grade.
As recommended by the Executive Committee, the proposal is hereby placed before the Board for kind
consideration and if agreed, the following resolution may be adopted:

RESOLUTION
"Resolved that the proposal for changes in the management of the company as under:
Existing Management Proposed Management

Name (%) Status Remarks Name (%) Status Remarks

of Shares of Shares
Haji Md. Samsul Haque 26% Chairman Continue Haji Md. Samsul Haque 26% Chairman Continue
S/o. Late Daulat Ali Bepari S/o. Late Daulat Ali
Bepari
Alhaj Abul Kalam Azad Managing Resigned Mrs. Rezia Sultana 16.63% Director Continue
S/o. Late Maqbul Hossain 13% Director W/o. Haji Md. Samsul
Roybashia Haque
Al-haj Motaleb Hossain 13% Director Resigned Saidul Haque Sajib 17.37% Managing New
S/o. Late Maqbul Hossain S/o. Haji Md. Samsul Director
Roybashia Haque

Mrs. Rezia Sultana 6% Director Continue Ashraful Haq Satej 20% Director New
W/o. Haji Md. Samsul S/o. Haji Md. Samsul
Haque Haque
Haji Abul Hashem 16% Director Resigned Zahura Haque Setu 8% Director New
S/o. Late Altaf Hossain D/o. Haji Md. Samsul
Haque & W/o Md. Awal
Khan
Al-Haj M. A. Hoque Director Resigned Shamsunnahar Haque 10% Director New
S/o. Late Abdul Hamid 4% Nitu, D/o. Haji Md.
Samsul Haque
Al-Haj Zahid Iqbal Director Resigned Md. Awal Khan S/o 2% Director New
S/o.Al-Haj Motaleb 6% Lokman Khan
Hossain
Md. Abul Rashid 8% Director Resigned
S/o.Haji Abul Hashem
Al-Haj Md.Abul Hasan 8% Director Resigned
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Total 100% 100%

-A/c. M/s. Unimex Textiles Ltd., a client of Islampur Branch, Dhaka under the terms & conditions as
envisaged in the Memo be and is hereby approved.”

(MOHAMMAD ABDUL MANNAN)

MANAGING DIRECTOR (C.C.)

Sub: Proposal for changes in the management of the company on the stipulation that the client (new
management) will adjust overdue within 3 (three) months time-A/c. M/s. Unimex Textile Mills
Ltd., a client of Islampur Branch, Dhaka.

Note from pre-page may kindly be seen:

The EC in its 1379th meeting held on 03.08.2009 recommended the subject proposal to the Board for
approval. Now, the Board Memo is placed for kind signature of Honorable Managing Director.

AVP (IID, CID-II) please