Issuer Advanced Chemical Industries Limited (ACI)

Issuer Issue Manager
Advanced Chemical Industries Limited (ACI) Alliance Financial Services Limited
‘If you have any query about this document, you may consult issuer, issue manager and underwriter’
Repeat Public Offer
of
Advanced Chemical Industries Limited

ACI 20% Convertible Zero Coupon Bonds
ISSUE SIZE
1,335,850 Convertible Zero Coupon Bonds of Tk1,000 each totaling Tk. 1,335,850,000
Private Placement 801,510 Convertible Zero Coupon Bonds of Tk 1,000 each Total Tk 801,510,000
Public Offering 534,340 Convertible Zero Coupon Bonds of Tk 1000 each Total Tk 534,340,000
Offer value (per lot) Tk. 3,743 (Face value Tk. 5,000)
Conversion Strike Price

1.10 times of Net Asset Value (NAV) per share based on the audited statements of preceding financial year.
OPENING DATE FOR SUBSCRIPTION: 31 January 2010
CLOSING DATE FOR SUBSCRIPTION: 04 February 2010
For Non-Resident Bangladeshi (NRB) Quota, Subscription Closes on: 13 February 2010
MANAGER TO THE ISSUE

Alliance Financial Services Limited (AFSL)
Rahman Chamber (3rd floor),12-13 Motijheel C/A, Dhaka- 1000
Tel: 9515468, 9515469, Fax: 88-02-9515467, www.allfin.org
FACILITY ARRANGER & TRUSTEE
Industrial & Infrastructure Development Finance Co. Ltd (IIDFC)
Chamber Building (6th & 7th floor), 122-124 Motijheel C/A, Dhaka-1000
Tel: 9559311-12,9553387, Fax: 88-02-9568987, www.iidfc.com
Issue Date of the Prospectus: 30 December 2009
The issue shall be placed in “N” category
Credit Rating by
Credit Rating Information and Services Limited (CRISL)
Issue Rating (Zero Coupon Bond) A – (Indicative)

Entity Rating – 2008 A+
Date of Rating Declaration 29 April 2009

“CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE/OFFER OF THESE
SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE SECURITIES AND EXCHANGE COMMISSION
(PUBLIC ISSUE) RULES, 2006. 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 SECURTIES 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/CHIEF
FINANCIAL OFFICER, ISSUE MANAGER, UNDERWRITERS AND/OR AUDITOR.’’
ACI 20% Convertible Zero Coupon Bonds -1-

UNDERWRITERS
AB Bank Limited Mercantile Securities Limited

BCIC Bhaban Paramount Heights
30-31 Dilkusha C/A 65/2/1 Box Culvert Road
Dhaka-1000 Purana Paltan, Dhaka-1000
Tel: (02)-9560312 Tel: (02)-7119654, 7125396
Fax : (8802) 9564122-23 Fax : (8802) 9562780
Bangladesh Mutual Securities Limited Standard Bank Limited

Sharif Mansion (7th floor) Metropolitan Chamber Building (3rd floor)
56-57 Motijheel C/A 122-124 Motijheel C/A, Dhaka- 1000
Dhaka-1000 Tel: (02)-7175698, 7169134
Tel: (02)-7169428,9570624 Fax : (8802) 7176367
Fax : (8802) 7123820
Bay Leasing & Investment Limited Trust Bank Limited

Printers Building (7th floor) Peoples Insurance Bhaban
5, Rajuk Avenue 36, Dilkusha C/A
Motijheel C/A, Dhaka-1000 Dhaka-1000
Tel: (02)-9565026, 9568599 Tel: (02)-9572012-3
Fax : (8802) 9565027 Fax : (8802) 9572315
BANCO Trans world (BD) Limited Union Capital Limited

Ispahani Building (3rd floor) 14-15 Motijheel C/A, Noor Tower (5th floor)
Dhaka-1000, Tel: (02)-9569541,9564922 73, Sonargaon Road
Fax : (8802) 9569612 Dhaka-1205
Tel: (02)-9662888
Fax : (8802) 8616878
Lanka Bangla Finance Limited

Safura Tower, Level 11
20, Kemal Ataturk Avenue
Banani, Dhaka-1213
Tel: (02)-9883701-10
Fax : (8802) 8810998
NAME & CONTACT ADDRESS OF THE AUDITOR
Rahman Rahman Huq

Chartered Accountants
9 Mohakhali C/A ( 11th Floor)
Dhaka-1212
Tel : 880 (2) 9886450-2
Fax : 880 (2) 9886449

Definition and elaboration of the abbreviated words and technical terms used in the Prospectus
ACI Advanced Chemical Industries Limited (ACI)

Allotment Letter of allotment for shares/Bonds
BB Bangladesh Bank
BO Beneficiary Owner
CDBL Central Depository of Bangladesh Limited
Certificate Share Certificate/Bond Certificate
CIB Credit Information Bureau
Commission Securities and Exchange Commission
Companies Act Companies Act, 1994 (Act. No. XVIII of 1994)
CSE Chittagong Stock Exchange Limited
DSE Dhaka Stock Exchange Limited
FC Account Foreign Currency Account
FID Financial Institutions Department of Bangladesh Bank
Issue Public Issue of ACI 20% Convertible Zero Coupon Bonds
MP Market Price
NAV Net Asset Value
NBR National Board of Revenue
NRB Non-Resident Bangladeshi
Offer Price Price of the ACI 20% Convertible Zero Coupon Bonds being offered
Registered Office Head Office of the Company
RJSC Registrar of Joint Stock Companies & Firms
SC Share Certificate
SEC Securities and Exchange Commission
Securities/Bonds ACI 20% Convertible Zero Coupon Bonds
Securities Market The Share/Bond Market of Bangladesh
Sponsors The Sponsor Shareholders of Advanced Chemical Industries Limited (ACI)
Stockholder Shareholder of ACI
Subscription Application money
The Company/Issuer Advanced Chemical industries Limited (ACI)
Redemption income Difference between issue price and the face value
Capital gain Difference between strike price and market price

AVAILABILITY OF PROSPECTUS
Prospectus of Advanced Chemical industries Limited (ACI) may be obtained from the Issuer Company, Issue
Manager, Underwriters and the Stock Exchanges as follows:
Telephone Number
Company & Address Contact Person
THE ISSUER
Advanced Chemical industries
Tel: (02) 9885694-8
Limited (ACI) Ms. Sheema Abed Rahman
Fax : (8802) 9884784,9565257
ACI Centre, 245 Tejgaon Industrial Company Secretary
Area, Dhaka- 1208

Alliance Financial Services Ltd
Mr. Muhammad Nazrul Islam ACMA Tel: (02) – 9515468,9515469
Rahman Chamber (3rd floor)
Manager Fax: (8802) 9515467
12-13 Motijheel C/A, Dhaka- 1000
FACILITY ARRANGER & TRUSTEE

Industrial & Infrastructure Mr. A.S.M Arif Tel: (02)- 9559311-12,9553387
Development Finance Co. Ltd Head of operations Fax: 88-02-9568987
(IIDFC) Structured Finance
Chamber Building (6th & 7th
floor), 122-124 Motijheel C/A,
Dhaka-1000
UNDERWRITERS
AB Bank Limited Mr. Kaiser A Chowdhury Tel: (02)-9560312
BCIC Bhaban President & Managing Director Fax : (8802) 9564122-23
30-31 Dilkusha C/A, Dhaka-1000
Bangladesh Mutual Securities Mr. Md. Nurul Alam Tel: (02)-7169428,9570624
Limited CEO Fax : (8802) 7123820
Sharif Mansion (7th floor)
56-57 Motijheel C/A, Dhaka-1000
Bay Leasing & Investment Mr. Mahbubur Rashid Tel: (02)-9565026, 9568599
Limited Managing Director Fax : (8802) 9565027
Printers Building (7th floor)
5, Rajuk Avenue
Motijheel C/A, Dhaka-1000
BANCO Trans world (BD) Mr. A. Munim Choudhury Tel: (02)-9569541,9564922
Limited Managing Director Fax : (8802) 9569612
Ispahani Building (3rd floor) 14-15
Lanka Bangla Finance Limited Mr. Mafizuddin Sarker Tel: (02)-9883701-10
Safura Tower, Level 11 Managing Director Fax : (8802) 8810998
20, Kemal Ataturk Avenue
Banani, Dhaka-1213
Mercantile Securities Limited Mr. Musatofa Kamal Tel: (02)-7119654, 7125396
Paramount Heights CEO Fax : (8802) 9562780
65/2/1 Box Culvert Road
Purana Paltan, Dhaka-1000
Standard Bank Limited Mr. S. A. Farooqui Tel: (02)-7175698, 7169134
Metropolitan Chamber Building (3rd Managing Director Fax : (8802) 7176367
floor),122-124 Motijheel C/A,
Dhaka-1000

Trust Bank Limited Mr. Iqbal U Ahmed Tel: (02)-9572012-3

Peoples Insurance Bhaban Managing Director Fax : (8802) 9572315
36, Dilkusha C/A,Dhaka-1000
Union Capital Limited Mr. Ramendra Nath Paul Tel: (02)-9662888
Noor Tower (5th floor) EVP &Head of Merchant Banking Fax : (8802) 8616878
73, Sonargaon Road,Dhaka-1205
STOCK EXCHANGES
Dhaka Stock Exchange Limited.
DSE Library (02) - 9564601-7
9/F, Motijheel C/A, Dhaka-1000
Chittagong Stock Exchange
Limited.CSE Building, 1080 Sheikh (031) - 714632-3
CSE Library
Mujib Road, Agrabad, Chittagong- (031) - 720871-3
4100
Prospectus is also available on the websites www.secbd.org, www.aci-bd.com , www.iidfc.com, www.allfin.org.

www.dsebd.org, www.csebd.com and Public Reference room of the Securities and Exchange Commission (SEC) for
reading and study.

TABLE OF CONTENTS
Item Page No
Disclosure in respect of issuance of securities in demat form 10
Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969 10
General information 14
Declarations and due diligence certificates 15
Declaration about the responsibility of the Directors including the CEO of the Company in respect of
15
the prospectus
Consent of the Directors to Serve 16
Declaration about filing of prospectus with the Registrar of Joint Stock Companies & Firms 16
Due Diligence Certificate of Manger to the Issue 17
Due Diligence Certificate of the Underwriter(s) 18
Due Diligence Certificate of Trustee To The Issue 19
Risk factors & management perceptions about the risks 20
Statement regarding holding of Annual General Meeting of Advanced Chemical Industries Limited
22
(ACI)
Utilization of proceeds of Advanced Chemicals Industries Limited previous right issues 22
Size of Issue 22
List of Institutional Investors 23
List of Individual Investors 24
Purpose of the Issue 25
Use of proceeds 25
Description of Business 30
Background 30
Important dates and milestone dates of ACI Limited 30
Nature of Business 30
Principal products 30
History of 17 years-ACI Limited 33
Market for the ACI Products 34
Relative contribution to revenue 35
Associate subsidiary/related holding company 36
Distribution of products/services 36
Competitive condition of Business 36
Sources and availability of raw materials and principal suppliers 39
Sources of and requirement for power, gas and water or any other utilities 42
Name of the customers who enjoy 10% or more of the Company’s product/services 42
Contract with principal customers and suppliers 43
Material patents, trademarks, license or royalty agreements 43
Number of employees (as per audited accounts) 45
Capacity and current utilization of facility 45
Description of property 45

Item
Plan of operation and discussion of financial condition 46
Internal and external sources of cash (as per audited accounts) 46
Material commitment for capital expenditure 47
Causes for any material changes from period to period 47
Graphical presentation Of ACI’s performance from 2004 to 2008 48
Seasonal aspect 49
Known trends, events or uncertainties 49
Change in the assets of the Company used to pay off any liabilities 49
Loan taken from holding/parent company or subsidiary company 49
Loan given to holding/parent company or subsidiary company 49
Future contractual liabilities 50
Future capital expenditure 50
VAT, income tax, customs duty or other tax liability 50
Operating lease agreement 50
Financial lease and other financial commitment 50
Personnel related scheme 51
Revaluation of assets 51
Breakdown of all Expenses connected with the Repeat Issue 53
Auditors’ certificate for paid-up share capital 54
Transaction between Holding/Subsidiary Company and the Issuer 54
Directors and officers of the company 55
Description of the Directors 55
Directors Involvement in other organization 56
Family relationship among Directors 58
Family relationship among top Officers 58
Short Description of the Directors 59
CIB Report 60
Description of senior executives and department heads
60
Involvement of Directors and Officers in certain legal proceedings 61
Certain relationships and related transactions 61
Transaction with related parties 61
Directors facilities 62
Executive compensation 62
Remuneration paid to top five salaried officers 62
Aggregate amount of remuneration paid to directors and officers (as audited accounts) 62

Item
Remuneration paid to Director who was not an officer 62
Future compensation to Director or officers 63
Pay increase intention 63
Options granted to Directors, officers and employees 63
Transaction with the Directors and subscribers to the Memorandum 63
Tangible assets per share 63
Ownership of the Company’s securities 63
Composition of Shareholders 63
Shareholding structure 5% or more as on 31 December 2008 63
Share held by Directors 64
Securities owned by the officers 64
Net Asset Value 65
Market for the securities being offered 66
Declaration about listing of shares with Stock Exchange 66
Trading and settlement 66
Description of Securities outstanding or being offered 66
Dividend, voting, pre-emption rights 66
Conversion and liquidation rights 66
Dividend policy 67
Other rights of shareholders 67
Debt securities 67
General concept on Zero Coupon Bond 67
Zero Coupon Bond 67
Convertible Bond 68
Zero-Coupon Convertible Bond 68
Conversion Strike Price 68
ACI 20% Convertible Zero-Coupon Bonds 68

ACI 20% Convertible Zero Coupon bonds at a glance 68
Details of ACI 20% Convertible Zero Coupon Bond 69
Convertibility Option 70
Redemption procedure 70
Early redemption 71
Transferability 71
Lock-in Provision 71

Item
Facility arranger & Trustee 71
Conversion Strike Price & Method 71
Convertible Value of the Bond / Conversion Strike Price 71
Conversion date 71
Security Features 71
Rationale for investing In ACI 20% Convertible Zero Coupon Bond 72
Scenario analysis of investing in ACI ZCB 73
Trustee 74
Refund of subscription money 79
Subscription by and refund to non-resident Bangladeshi (NRB) 79
Availability of securities 80
The Offer 80
Application for subscription 80
Allotment 81
Underwriting of Bonds 82
Principal terms and conditions of underwriting agreement 82
Underwriter’s right to represent in the Board of Directors of the Company 83
Commission of Underwriters 83
Right of Underwriters on Company’s Board 83
Material contracts 83
Manager to the issue 83
Commission to the banker to the issue 83
Corporate directory 83
Auditors report to the shareholders 84
Audited Financial Statements 85
Auditors report under section 135(1), Para 24(1) of part II of schedule III to Companies Act, 1994 148
Credit rating report 153
Ratio Analysis 169
Additional Disclosure 170
Application forms 171

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 condition. 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.
Conditions under Section 2CC of the Securities and Exchange Ordinance, 1969
Part A
1. The Company shall go for Repeat Public Offer (RPO) for 534,340 20% Convertible Zero Coupon Bonds of Taka
1,000 each worth Tk.534,340,000.00 (Taka fifty three crore forty three lac forty thousand) only following the Securities
and Exchange Commission (Public Issue) Rules, 2006, the Depository Act, 1999 and regulations issued there under;
2. The Company shall disseminate the above information to the Stock Exchanges within half an hour of receipt of this
letter;
3.The Company shall disseminate the receipt of the Commission’s approval along with the purpose and amount of the
issue, price of the bonds etc. as a price sensitive information, as prescribed by the Commission;
4. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in four
national daily newspapers (in two Bangla and two English), within 03 (three) working days of issuance of this letter.
The issuer shall post the full prospectus vetted by the Securities and Exchange Commission in the issuer’s website and
shall also put on the websites of the Commission, stock exchanges, Trustee, and the issue manager within 03 (three)
working days from the date of issuance of this letter which shall remain posted till the closure of the subscription. The
issuer shall submit to SEC, the stock exchanges, the Trustee and the issue manager a diskette containing the text of the
vetted prospectus in “MS -Word” format.
5. Sufficient copies of prospectus shall be made available by the issuer so that any person requesting a copy may receive
one. A notice shall be placed on the front of the application form distributed in connection with the offering, informing
that interested persons are entitled to a prospectus, if they so desire, and that copies of prospectus may be obtained from
the issuer and the issue manager. The subscription application shall indicate in bold type that no sale of securities shall
be made, nor shall any money be taken from any person, in connection with such sale until twenty five days after the
prospectus has been published.
6. The company shall submit 40 (forty) copies of the printed prospectus to the Securities and Exchange Commission for
official record within 5 (Five) working days from the date of publication of the abridged version of the prospectus in the
newspaper.
7. The issuer company and the issue manager shall ensure transmission of the prospectus, abridged version of the
prospectus and relevant application forms for NRBs through e-mail, simultaneously with publication of the abridged
version of the prospectus, to the Bangladesh Embassies and Missions abroad and shall also ensure sending of the printed
copies of abridged version of the prospectus and application forms to the said Embassies and Missions within five
working days of the publication date by Express Mail Service (EMS) of the postal department. A compliance report
shall be submitted in this respect to the SEC jointly by the issuer and the issue manager within two working days from
the date of said dispatch of the prospectus & the forms.
8. The paper clipping of publication of price sensitive information and abridged version of prospectus, as mentioned at
condition 3 & 4 above, shall be submitted to the Commission within 24 hours of the publication thereof.
9. The company shall maintain separate bank account(s) for collecting proceeds of the Repeat Public Offer and shall
also open FC account(s) to deposit the application money of the Non-Resident Bangladeshis (NRBs) for RPO purpose,
and shall incorporate full particulars of said FC account(s) in the prospectus. The company shall open the
ACI 20% Convertible Zero Coupon Bonds - 10 -

abovementioned accounts for RPO purpose; and close these accounts after refund of over-subscription. Non- Resident
Bangladeshi (NRB) means Bangladeshi citizens staying abroad including all those who have dual citizenship (provided
they have a valid Bangladeshi passport) or those, whose foreign passport bear a stamp from the concerned Bangladesh
Embassy to the effect that no visa is required to travel to Bangladesh.
10. The issuer company shall apply to all the stock exchanges in Bangladesh for listing within 07(seven) working days
from the date of issuance of this letter and shall simultaneously submit the vetted prospectus with all exhibits, as
submitted to SEC, to the stock exchanges.
11. The following declaration shall be made by the company in the prospectus, namely: -
“Declaration about Listing of Bonds with the Stock Exchange(s):
None of the stock exchange(s), if for any reason, grants listing within 75 days from the closure of subscription, any
allotment in terms of this prospectus shall be void and the company shall refund the subscription money within fifteen
days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75 (seventy five)
days, as the case may be.
In case of non -refund of the subscription money within the aforesaid fifteen days, the company directors, in addition to
the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the
rate of 2% (two percent) per month above the bank rate, to the subscribers concerned.
The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions
and shall submit compliance report thereon to the Commission within seven days of expiry of the aforesaid fifteen days
time period allowed for refund of the subscription money.”
12. The subscription list shall be opened and the sale of securities commenced after 25 (twenty five) days of the
publication of the abridged version of the prospectus and shall remain open for 5 (Five) consecutive banking days.
13. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable
at Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka,
supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities applied
for through crossed bank cheque marking “Account Payee only”. Application shall be sent by the NRB applicants to the
issuer company so as to reach the same to the company by the closing date of subscription for NRB applicants.
Application received by the company after the closing date of subscription will not be considered for allotment purpose.
14. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound Sterling and Euro of Sonali Bank,
which shall be mentioned in the Prospectus, as prevailed on the date of opening of the subscription for the purpose of
application of the NRBs and other Non-Bangladeshi persons, where applicable.
15. The company and the issue manager shall ensure prompt collection/clearance of the foreign remittances of NRBs
and other non-Bangladeshis, if applicable, for allotment of bonds.
16. Upon completion of the period of subscription for securities the issuer and the issue manager shall jointly provide
the Commission and the stock exchanges with the preliminary status of the subscription within 05 (five) working days,
in respect of the following matters, namely: -
(a) Total number of securities for which subscription has been received;
(b) Amount received from the subscription; and
(c) Amount of commission paid to the banker to the issue.
17. The issuer and the issue manager shall jointly provide the Commission and the stock exchanges with the list of valid
and invalid applicants (i.e. final status of subscription) to the Commission within 3 (three) weeks after the closure of
the subscription along with bank statement (original), branch-wise subscription statement, NRB application forms
(photocopy attested by CEOs of the issuer company and the issue manager) . The list of valid and invalid applicants
shall be finalized after examination with the CDBL in respect of BO accounts and particulars thereof.

18. 10% of total public offering shall be reserved for Non-Resident Bangladeshi (NRB) and 10% for mutual funds and
collective investment schemes registered with the Commission and the remaining 80% shall be opened for subscription
by the general public. In case of under subscription under any of the 10% categories mentioned above, the unsubscribed
portion shall be added to the general public category and, if after such addition, there is over subscription in the general
public category, the issuer and the issue manager shall jointly conduct an open lottery of all the applicants added
together.
19. All the applicants shall first be treated as applied for one minimum market lot of 5 bonds worth Tk.5000/- (face
value). If, on this basis, there is over subscription, then lottery shall be held amongst the applicants allocating one
identification number for each application, irrespective of the application money. In case of over-subscription under any
of the categories mentioned hereinabove, the issuer and the issue manager shall jointly conduct an open lottery of all the
applications received under each category separately in presence of representatives from the issuer, the stock exchanges
and the applicants, if there be any.
20. An applicant cannot submit more than two applications, one in his/her own name and another jointly with
another person. In case an applicant makes more than two applications, all applications will be treated as invalid
and will not be considered for allotment purpose. In addition, whole or part of application money may be
forfeited by the Commission.
21. Lottery (if applicable) shall be held within 4 (four) weeks from closure of the subscription date.
22. The company shall issue share allotment letters to all successful applicants within 5 (five) weeks from the date
of the subscription closing date. Within the same time, Refund to the unsuccessful applicants shall be made in the
currency in which the value of securities was paid for by the applicants without any deduction.
For the purpose of refund of application money, the applicant must mention the bank account in the application
form the same bank account as available in the database of Beneficiary Owners Account in central depository.
After completion of refund, the issuer shall disclose the information in the newspapers where the abridged
version of prospectus has been published. A compliance report in this regard shall be submitted to the
Commission within 7 (seven) weeks from the date of closure of subscription.
23. The company shall furnish the List of Allotees to the Commission and the stock exchange(s) simultaneously in
which the shares will be listed, within 24 (twenty four) hours of allotment.
24. In the event of under-subscription of the public offering, the entire unsubscribed portion of securities shall be taken
up by the underwriter(s). The issuer must notify the underwriter to take up the underwritten bonds within 10 (ten) days
of the subscription closing date on full payment of the share money within 15(fifteen) days of the issuer’s notice. The
underwriter shall not share any underwriting fee with the issue manager, other underwriters, issuer or the sponsor group.
25. Lock-in provision shall be applicable upon conversion of bonds as per applicable rules.
26. The company and the issue manager shall apply to the stock exchanges for listing within 7(seven) working days of
issuance of this letter and shall simultaneously submit to the Commission attested copies of the application field with
the stock exchanges.
Part-B
1. The issuer and the issue manager shall ensure that the abridged version of the prospectus and the full prospectus is
published correctly and in strict conformity without any error/omission, as vetted by the Securities and Exchange
Commission.
2. The issue manager shall carefully examine and compare the published abridged version of prospectus on the date of
publication with the copy vetted by SEC. If any discrepancy/inconsistency is found, both the issuer and the issue

manager shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing
copies thereof to SEC and the stock exchange(s) concerned, correcting the discrepancy/inconsistency as required under
‘Due Diligence Certificates’ provided with SEC.
3. Both the issuer company and the issue manager shall, immediately after publication of the prospectus and its abridged
version, jointly inform the Commission in writing that the published prospectus and its abridged version are verbatim
copies of the same as vetted by the Commission.
4. The fund collected through RPO and private placement of bonds shall not be utilized prior to listing with stock
exchange and that utilization of the said fund shall be effected through banking channel, i.e. through account payee
cheque, pay order or bank drafts etc.
5. The company shall furnish report to the Trustee and the Commission on utilization of RPO proceeds within 15 days
of the closing of each quarter until such fund is fully utilized, as mentioned in the schedule contained in the prospectus,
and in the event of any irregularity or inconsistency, the Commission may employ or engage any person, at issuer’s
cost, to examine whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus.
6. All transactions, excluding petty cash expenses, shall be effected through the company’s bank account(s).
7. Proceeds of the RPO shall not be used for any purpose other than those specified in the prospectus. Any deviation in
this respect must have prior approval of the bondholders in the Bondholder’s Meeting under intimation to SEC and
stock exchange(s).
8. The issuer and the Trustee shall jointly submit to the Commission an annual status report of the bonds containing
among others, details about redemption/ conversion, decisions of the bondholder’s meeting (if any) within 03(three)
months from the date of Annual General Meeting of the company.
9. The Trustee shall ensure compliance by the issuer in respect of bondholder’s rights as per the Trust Deed and shall
submit to the Commission an annual compliance report within 03 (three months) from the date of Annual General
Meeting of the company.
Part C
1. The Issuer shall execute the Trust Deed with the Trustee and register the same under the Trust Act, 1882 and shall
submit a copy of the trust deed attested by the Chief Executive Officers of the Issuer, Trustee and the Issue Manager to
the Commission.
2. The Issuer shall execute charge agreements with the Trustee.
Part D
1. All the above conditions imposed under section 2CC of the Securities and Exchange Ordinance, 1969 shall be
incorporated in the prospectus immediately after the page of table of contents, with a reference in the table of contents,
prior to its publication.
2. The Commission may impose further condition/ restrictions etc. from time to time as and when considered necessary
which shall also be binding upon the issuer company.

Part E
1.As per provision of the Depository Act, 1999 and regulation made there under, bonds will only be issued in
dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd.
(CDBL) system.
An applicant (including NRB) shall not be able to apply for allotment of bonds without beneficial owner’s account (BO
account).
2. The issue manager shall also ensure due compliance of all above.
GENERAL INFORMATION
Alliance Financial Services Limited (Issue Manager) has prepared this prospectus based on the information provided by
Advanced Chemical industries Limited (the Issuer) and also upon several discussions with Chairman, Managing
Director and concerned executives of the Company. The directors including Executive Director of the Advanced
Chemical Industries Limited (ACI) and Alliance Financial Services Limited (AFSL) collectively and individually,
having made all reasonable inquires, confirm that to the best of their knowledge and belief, the information contained
herein is true and correct in all material aspects and that there are no other material facts, the omission of which would
make any statement herein misleading.
No person is authorized to give any information or to make any representation not contained in this Prospectus and if
given or made, any such information or representation must not be relied upon as having been authorized by the
Company or Issue Manager.
The Issue as contemplated in this document, is made in Bangladesh and is subject to the exclusive jurisdiction of the
courts of Bangladesh, forwarding this Prospectus to any person resident outside Bangladesh in no way implies that the
Issue is made in accordance with the laws of that country or is subject to the jurisdiction of the laws of that country.
A copy of this Prospectus may be obtained from the Head Office of Advanced Chemical industries Limited (ACI),
Alliance Financial Services Limited (AFSL), the Underwriters and the Stock Exchanges where the securities will be
traded.

DECLARATIONS AND DUE DILIGENCE CERTIFICATES
DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO

OF THE “ADVANCED CHEMICAL INDUSTRIES LIMITED” IN RESPECT OF THE PROSPECTUS
This Prospectus has been prepared, seen and approved by us and we, individually and collectively, accept full
responsibility for the authenticity and accuracy of the statements made, information given in the prospectus, documents,
financial statements, exhibits, annexes, papers submitted to the Commission in support thereof, and confirm, after
making all reasonable inquiries that all conditions concerning this public issue and prospectus have been met and that
there are no other information or documents the omission of which make any information or statements therein
misleading for which the Commission may take any civil, criminal or administrative action against any or all of us as it
may deem fit.
We also confirm that full and fair disclosure has been made in this prospectus to enable the investors to make a well-
informed decision for investment.
Sd/- Sd/- Sd/-

M Anis Ud Dowla Syed Manzur Elahi Md. Humayun Kabir
Chairman & Director Director Director
Sd/- Sd/- Sd/-

Najma Dowla Dr. Arif Dowla Waliur Rahman Bhuiyan, OBE
Director Managing Director and Director Director
Sd/- Sd/- Sd/-

Shusmita Anis Salam Waliur Rahman Wajed Salam
Director Director Director
Sd/-
Sheema Abed Rahman
Director and Company Secretary

CONSENT OF THE DIRECTORS TO SERVE
We hereby confirm that we have been serving as Directors of Advanced Chemical Industries Limited (ACI) and
continue to act as Director of the Company
Sd/- Sd/- Sd/-

M Anis Ud Dowla Syed Manzur Elahi Md. Humayun Kabir
Chairman & Director Director Director
Sd/- Sd/- Sd/-

Najma Dowla Dr. Arif Dowla Waliur Rahman Bhuiyan, OBE
Director Managing Director and Director Director
Sd/- Sd/- Sd/-

Shusmita Anis Salam Waliur Rahman Wajed Salam
Director Director Director
Sd/-
Sheema Abed Rahman
Director and Company Secretary
DECLARATION ABOUT FILING OF PROSPECTUS WITH

THE REGISTRAR OF JOINT STOCK COMPANIES AND FIRMS
This Prospectus (duly signed & dated) has been filed for registration with the Registrar of Joint Stock Companies and
Firms, Bangladesh, as required under Section 138 (1) of the Companies Act, 1994 on or before the date of publication
of this prospectus in the newspaper.

DUE DILIGENCE CERTIFICATE OF MANAGER TO THE ISSUE
Sub: Public Offer of ACI 20% Convertible Zero Coupon Bonds of Tk. 1,000 each aggregating Tk. 1,335.85
million of Advanced Chemical Industries Limited (ACI).
We, the under-noted Manager to the Issue to the above-mentioned forthcoming issue, state as follows:
1 We, while finalizing the draft prospectus pertaining to the said issue, have examined various documents and
other materials as relevant for adequate disclosures to the investors; and
2 On the basis of such examination and the discussion 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. the draft prospectus forwarded to the Commission is in conformity with the documents, materials and papers
relevant to the issue;
b. all the legal requirements connected with the said issue have been duly complied with; and
c. the disclosures made in the draft prospectus are true, fair and adequate to enable the investors to make a well-
informed decision for investment in the proposed issue.
For Manager to the Issue
Sd/-
(Tapan K Podder)
Managing Director
Alliance Financial Services Limited (AFSL)

DUE DILIGENCE CERTIFICATE OF THE UNDERWRITER (S)
Sub: Public Offer of ACI 20% Convertible Zero Coupon Bond of Tk. 1000 each for Tk. 1,335.85 million of
Advanced Chemical Industries Limited (ACI).
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 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. 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;
b. 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
c. this underwriting commitment is unequivocal and irrevocable.
For Underwriter(s)
Sd/- Sd/-
Managing Director Managing Director
AB Bank Limited Mercantile Securities Limited
Sd/- Sd/-
Bangladesh Mutual Securities Limited Standard Bank Limited
Sd/- Sd/-
Bay Leasing & Investment Limited Trust Bank Limited
Sd/- Sd/-
BANCO Trans world (BD) Limited Union Capital Limited
Sd/-
Managing Director

DUE DILIGENCE CERTIFICATE OF TRUSTEE TO THE ISSUE
Sub: Public Offer of ACI 20% Convertible Zero Coupon Bonds of Tk. 1000 each of Tk. 1,335.85 million of
Advanced Chemical Industries Limited (ACI).
We, the under-noted Trustee to the Issue to the above-mentioned forthcoming issue, state as follows:
1. We, while agree to act as trustee to the above mentioned Issue, have examined the Information Memorandum/ draft
prospectus, other documents and materials as relevant to our decision; and
2. On the basis of such examination and the discussion 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. the information memorandum/draft prospectus forwarded to the Commission is in conformity with the documents,
materials and papers relevant to the issue;
b. all the legal requirements connected with the said issue have been duly complied with;
c. the disclosures made in the memorandum/draft prospectus are true, fair and adequate to enable the investors to
make a well-informed decision for investment in the proposed issue; and
d. the Securities and Exchange Commission (Public Issue) Rules, 2006 have been complied with.
For Trustee to the Issue
Sd/-
Managing Director
Industrial & Infrastructure Development Finance Company Limited

RISK FACTORS AND MANAGEMENT PERCEPTIONS
Investment in proposed Convertible Zero Coupon Bond carries fixed return as well as possible capital gain from
conversion into shares. Share/Bond market involves risk and investors should carefully consider all the risks and
uncertainties associated to the company along with the information provided in the prospectus before taking decision to
invest in the Zero Coupon Bonds of Advanced Chemical Industries Limited. The following are the major risk factors
considered by the management as of now to the company and its business:
Interest rate risk

Major source of fund for operation of the company and its subsidiaries are the banks and financial institutions which
carries interest based on domestic money market. In case of any volatility in the money market the financial expenses
may increase significantly which will ultimately reduce the profitability of the company.
Management Perception
The management is aware of the impact of high financial expenses and continuously exploring attractive and
competitive sources of fund. As a part of this initiative the management approved the issue of ZCB to the public for the
first time in the history of Bangladesh capital market. Project funding cost of the initiatives considered here are
expected to considerably come down due to issue of zero coupon bonds. Currently discount rate of the bond is fixed and
comparatively lower than the current borrowing rate. So the raising of finance through issuance of ZCB is favorable for
the company under the current situation.
Exchange rate risk

The project may face some degree of foreign exchange rate fluctuation risk as the Company imports raw materials
against payment of foreign currency.
Management Perception:
The risk of foreign exchange cannot be eliminated fully as we require importing raw materials. However the
management is always alert in minimizing the negative impact of currency fluctuation cost by looking for new sources
of raw materials or constantly negotiating with suppliers in reducing price. Moreover, the company is fully aware of the
risks related to currency fluctuation and as a prudent Company it always takes steps to hedge all major currency
dealings to safeguard the interest of the Company. The risk can be mitigated to some extent through exporting a portion
of its production which will neutralize negative impact of currency fluctuation.
Industry risk
Competition may increase in the pharmaceutical sector due to entrant of new companies which may
ultimately reduce the market share as well as profitability of the company.
Management Perception:
Bangladesh is a developing country where access to healthcare and per capita drug consumption is one of the lowest
in the world. With the growth of per capita income demand of the medicines are growing fast. The company is also
introducing new drugs to take advantage of the growing demand and change in disease pattern. Moreover, in
addition to pharmaceutical business, ACI has other successful business interest in consumer brand and agricultural
sector which will continue to generate revenue.
Environmentalists are likely to create pressure on Government for banning use of chemicals for its negative
effects on living beings thereby causing closure of business by the Company.
The company is always careful in compliance of Government Regulations regarding use of chemicals. The main goal of
ACI is to make the country self sufficient in health, agriculture and other sectors.

Market & Technology related risk

ACI’s healthcare and agro based products are based on latest technological developments and marketed for the domestic
consumers. With the shrinkage of domestic demand as well as introduction of latest technology in products by its
competitors, the company may witness reduction of sales as well as profitability.
Company owns modern technology with R&D infrastructure and shall be able to adapt to any new inventions with
moderate investments as it has been doing in the past. Moreover the management is always updated through
participation in international fair, symposium, market study etc. about its competitors, growing competition and
technological developments. To retain existing market as well as to enter into new segments of the market, the
management always takes necessary steps.
Potential or existing Government regulations

Government has given very high priority to the development of healthcare and agricultural sector and policies are
favorable. Any adverse change by the Government in fiscal policies relating to ACI’s business may adversely affect
Company’s profitability.
Company strictly follows all the laid down regulations for marketing its products and therefore do not foresee any
problem in doing the business.
Potential changes in global or national policies

The Company’s product lines mainly consist of healthcare and agro based products which are primarily based on
imported raw materials. International price movements affect the whole industry by and large. The plant and
machinery will be imported and costs may fluctuate owing to changes of exchange rate.
Any change in the global and national policy will affect the industry as a whole. Financial and operational strength
of the company reached to very high level by now and is capable to handle reasonable threats. Company has
adequate system and procedures in place to take care of any such event.
Non-operating history
There is no history of non operation in case of ACI Limited.
Operational Risk
Current global recession shall have serious influence on the Bangladesh economy by way of reduction of exports and
remittances from NRBs. This may reduce the demand of the consumer products of ACI drastically which will reduce
sales as well as profitability of the company.
The company has already taken different steps to minimize the impact of global recession towards the profitability of
the company. As the current export volume of the Company is not significant, the impact of global meltdown on ACI
will be very minimum.

Statement regarding holding of Annual General Meeting of Advanced Chemical Industries Limited (ACI)
(From 1994 to 2007)
Sl. No. Accounting Year AGM Dividend Declared AGM held on

1 1994 22nd AGM Bonus 1:1, Cash 35% 14-08-1995
2 1995 23RD AGM Rights 2:5, Cash 35% 05-09-1996
3 1996 24th AGM Bonus 1:4, Cash 30% 20-11-1997
4 1997 25th AGM Bonus 1:5, Cash 30% 23-03-1998
5 1998 26th AGM Rights 1:1, Cash 25% 20-05-1999
6 1999 27th AGM Cash 30% 22-06-2000
7 2000 28th AGM Cash 35% 26-06-2001
8 2001 29th AGM Cash 37.5% 27-06-2002
9 2002 30th AGM Cash 37.5% 08-07-2003
10 2003 31st AGM Cash 40% 22-06-2004
11 2004 32nd AGM Cash 42.5% 22-06-2005
12 2005 33rd AGM Cash 45% 22-06-2006
13 2006 34th AGM Cash 60% 26-06-2007
14 2007 35th AGM Cash 85% 23-06-2008
Utilization of proceeds of Advanced Chemical Industries Limited previous Right Issues
The company was listed with DSE and CSE without issuing any Initial Public Offering (IPO) and has raised capital
through two right issues in the following manner:
Year Particulars No. of Shares Amount (Tk.)

Right Issue (Tk. 10 each at a
1995 1,680,000 218,400,000
premium of Tk. 120)
Right Issue(Tk. 10 each at a
1998 7,350,000 147,000,000
premium of Tk. 10)
All the proceeds of the Right Issues were utilized by the company for its’ capacity enhancement leading to business
growth which has also been reflected in the cash flow statement as a part of audit financial statements of the respective
years of the company.
SIZE OF ISSUE
Total size of the ZCB is BDT 1,335,850,000 in face value of which BDT 801,510,000 being 60% of the total issue has
already been allocated for placement, and subscription will be done along with the public subscription. The Company
now offers bonds of BDT 534,340,000 (40% of the ZCBs) through Public Offering with the consent of the SEC.
Particulars Issue Price Face Value Percentage

Amount (Tk.) Amount (Tk.)
a. Private Placement 600,010,386 801,510,000 60%
b. Public Offering 400,006,924 534,340,000 40%
Total 1,000,017,310 1,335,850,000 100%
** Lot Size Tk. 3,743 for face value Tk. 5,000

Investor who subscribed the amount offered through private placement are as under:
a. Institutional Investors
Sl. Name of the No. of Lot No. of Unit
Address Face Value Issue Price
No. Institution Subscribed Subscribed
National Credit and 7/8, Motijheel C/A
1 20,000 100,000 100,000,000 74,860,000
Commerce Bank Ltd Dhaka-1000
United Commercial 59-60, Motijheel C/A
2 26,716 133,580 133,580,000 99,997,988
Bank Limited Dhaka-1000
Tea Board Building
3 Bank Asia Limited 111-113 Motijheel C/A 13,001 65,005 65,005,000 48,662,743
Dhaka-1000
Landmark (9th floor)
Delta Brac Housing 12-14 Gulshan North
4 8,014 40,070 40,070,000 29,996,402
Finance Corp. Ltd. C/A Gulshan 2,
Dhaka-1212
Mobil House
Mobil Jamuna
5 CWS © 9, Gulshan - 1 13,358 66,790 66,790,000 49,998,994
Lubricants Ltd
Dhaka-1212
20, Kemal ATaturk
Lanka Bangla Finance Avenue , Safura Tower
6 10,000 50,000 50,000,000 37,430,000
Limited (11th floor) Banani,
Dhaka-1213
Ispahani Building (3rd
BANCO Trans World
7 floor), 14-15 Motijheel 5,770 28,850 28,850,000 21,597,110
(BD) Limited
C/A, Dhaka-1000
Uttara Bank Bhaban
Delta Life Insurance
8 90, Motijheel C/A 5,343 26,715 26,715,000 19,998,849
Company Limited
Dhaka-1000
Rahman Chamber ( 3rd
Alliance Financial
9 Floor) 12-13 Motijheel 2,672 13,360 13,360,000 10,001,296
Services Limited
C/A, Dhaka-1000
Peoples Insurance
Bhaban
10 Trust Bank Limited 2,671 13,355 13,355,000 9,997,553
36 Dilkusha C/A
Dhaka-1000
Ali Mansion
Bangladesh Steel Re-
11 1173/1207 Sadarghat 5,343 26,715 26,715,000 19,998,849
rolling Mills Limited
Road, Chittagong
Ahsania Malaysia Hajj 72 Dilkusha C/A
12 Investment & Finance Fazlur Rahman Centre 1,335 6,675 6,675,000 4,996,905
Co. Ltd Dhaka-1000
Square Centre
Square Pharmaceuticals 48 Mohakhali
13 8,014 40,070 40,070,000 29,996,402
Limited Commercial Area
Dhaka-1212
Pragati RPR Centre
Pragati Insurance
14 20-21 Kawran Bazar 6,679 33,395 33,395,000 24,999,497
Limited
Dhaka - 1215
Sub- Total (Tk) 128,916 644,580 644,580,000 482,532,588

b. Individual Investors
Sl. No. of Lot No. of Unit
Name Address Face Value Issue Price
No. Subscribed Subscribed
Appt # 3/C, Sufiany Plaza
1 Mr. Madhab C Das 10 Avoy Das Lane 2,671 13,355 13,355,000 9,997,553
Tikatully, Dhaka-1203
Appt # A3, House # 2
2 Mr. Nurul Haque Road 34, Gulshan 1,335 6,675 6,675,000 4,996,905
Dhaka-1212
Square Centre
Mr.Samson H 48 Mohakhali
3 2,671 13,355 13,355,000 9,997,553
Chowdhury Commercial Area
Dhaka-1212
Square Centre
Mr. Anjan 48 Mohakhali
4 2,671 13,355 13,355,000 9,997,553
Dhaka-1212
Square Centre
Mr. Tapan 48 Mohakhali
5 2,671 13,355 13,355,000 9,997,553
Dhaka-1212
Marine Surveyor &
Consultant
Commercial Plot # 10
Capt. M Altafur
6 Between “G” & “H” 3,339 16,695 16,695,000 12,497,877
Rahman
Block Port Connecting
Road, Halishahar H/E,
Chittagong- 4216
A2-8, Kalindi Aptts.
Maj M Atiqur
7 Complex, 36, Indira Road 3,339 16,695 16,695,000 12,497,877
Rahman
Dhaka-1215
ACI Centre
Mr. M Anis Ud
8 245 Tejgaon Industrial 2,671 13,355 13,355,000 9,997,553
Dowla
Area, Dhaka-1208
House-2A, Apt-A4, NAM
9 Mr. Margub Kabir Village, Road-1, Block-I, 667 3,335 3,335,000 2,496,581
Banani, Dhaka-1213
Huq and Company
Barrister Rafiqul
10 47/1, Purana Paltan 4,007 20,035 20,035,000 14,998,201
Huq
Dhaka -1000
Square Centre
Mr. Samuel S. 48 Mohakhali
11 2,672 13,360 13,360,000 10,001,296
Dhaka-1212
Square Centre
48 Mohakhali
12 Ms Ratna Patra 2,672 13,360 13,360,000 10,001,296
Commercial Area
Dhaka-1212
Sub- Total (Tk) 31,386 156,930 156,930,000 117,477,798
Grand Total 160,302 801,510 801,510,000 600,010,386
Note: As per condition of the agreement, the aforesaid individual as well as institutional investors will place their fund
immediate before opening of public subscription.

PURPOSE OF THE ISSUE

As a part of ACI’s vision to look for alternative funding arrangement and be pioneer in undertaking new product in
the capital market, ACI Management envisage that raising of money through Zero Coupon Bonds would be an
attractive option for the company.
Zero Coupon Bonds have primarily four advantages compared to other debt instruments from the perspective of both
issuer and the investors:
The tax free benefits to all investors except bank, insurance and financial institutions.
Short to long term tenure thereby addressing the requirement of the issuer.
Convertibility options into ordinary shares of the company – allowing investors to enjoy significant capital
gain.
Reduced financing cost for ACI- a positive impact on ACI’s future profitability
Overall this bond will create a win-win situation for both ACI and its holders.
USE OF PROCEEDS
ACI Pharmaceuticals is expected to be introducing three new lines of medicine products namely Anti Cancer, Hormone
& Steroid and Amino Acid. For this new initiative, Company needs funding facilities to allow it to import capital
machinery and carry out construction of physical facilities. Out of the total proceeds of BDT 1.00 billion that will be
raised through issuance of zero-coupon bond, BDT 597,194,166 (i.e. approx. 60%) is earmarked for the expansion
scheme of the pharmaceuticals division. The rest BDT 402,805,834 (approx. i.e. 40%) of the total fund will be utilized
in repayment of its existing short term debt. The repayment would facilitate in bringing down current borrowings with
banks and save the company from bearing the high interest rates attached with borrowing capital.
Anti cancer
Cancer is the term we give to a large group of diseases that vary in type and location but have one thing in common:
abnormal cells growing out of control.
Chemotherapy is the use of anti-cancer of drugs. Anti-cancer drugs destroy cancer cells by stopping growth or
multiplication at some point in their life cycles. Drugs may be administered intravenously (into a vein), orally (by
mouth), by injection into a muscle, depending on the drug and the type of cancer.
Reason for Anti cancer drugs
The current statistics shows an increasing number of cancer patients throughout the country. The scarcity and excessive
cost of anticancer and other specialized medicines are the emerging problems in treating the ailing humanities of
Bangladesh. As Bangladesh is exempted from the WTO regulations until 2016, there will be an ample opportunity for
our country to manufacture high-tech patented anticancer and other specialized products at competitive prices to face
the post WTO challenges.
Hormone & Steroid
A chemical substance produced in the body that controls and regulates the activity of certain cells or organs. Many
hormones and their analogues are used as medication. The most commonly prescribed hormones are estrogens and
progestagens (as methods of hormonal contraception and as HRT), thyroxine (as levothyroxine, for hypothyroidism)
and steroids (for autoimmune diseases and several respiratory disorders). Most hormone and steroid drugs are made
from plants or are completely synthetic.

Amino Acid
Amino acids are used by every cell of body and are used to build the proteins that human need to survive. They build
the cells, repair tissues, produce enzymes, and play a key role in mental health. There are about 20 natural amino acids.
These can be divided into two basic groups: essential and non-essential. The essential amino acids are those which body
cannot produce and can be obtained through diet. The nonessential amino acids are just as important for healthy
functioning as essential amino acids. Non-essential amino acids are produced by our system, namely the liver is
responsible for manufacturing them.
Project Cost (Estimated)
Amount in BDT
Particulars Hormone &
Amino Acid Anti - Cancer Total
Steroid
Land & Land Development 5,000,000 5,000,000 5,000,000 15,000,000
Building & Civil Construction 10,000,000 20,000,000 25,000,000 55,000,000
Machinery & Equipment 88,000,000 188,000,000 161,500,000 437,500,000
Installation & Erection 700,000 1,100,000 2,000,000 3,800,000
Office Equipment 186,000 345,000 375,000 906,000
Pre-operating & start-up cost 400,000 550,000 950,000 1,900,000
Contingencies 1,000,000 10,000,000 5,000,000 16,000,000
IDCP 12,503,349 26,568,522 23,633,516 62,705,387
Total Fixed Cost 117,789,349 251,563,522 223,458,516 592,811,387
Net Working Capital 1,290,169 1,470,022 1,622,588 4,382,779
Total Project cost 119,079,518 253,033,544 225,081,104 597,194,166
Financing Plan:
Bond Proceeds 119,079,518 253,033,544 225,081,104 597,194,166

Implementation Schedule of Anti cancer Project

2009 2010 2011
1 0 -M ay
1 0 -M ar
1 1 -M ar
1 0 -A u g
1 0 -N o v
1 0 -A p r
1 1 -A p r
1 0 -D ec
1 0 -O ct
1 0 -F e b
1 0 -S e p
1 1 -F e b
1 1 -M ay
1 0 -Ju n
1 0 -Ja n
1 1 -Ja n
1 0 -Ju l
9 -A u g
9 -N o v
9 -D ec
9 -O ct
9 -S ep
9 -Ju n
9 -Ju l
1 1 -Ju n
1 1 -Ju l
ID Task Name
A LAND PROCUREMENT
1 Location Finalization
2 Land Development
B LAYOUT & DESIGN
1 Layout of the Factory
2 Structural Drawing
3 Machinery Drawing
4 Prequalification of Contractor
5 BOQ & work order to the contractor
C CIVIL CONSTRUCTION
1 Civil Construction
2 Electrification
3 Drainage & Plumbing
D MACHINERY PROCUREMENT
1 Selection of the Machinery
2 L/C Opening/Advance
3 Shipment of the Machinery
4 Arrival of Machinery
5 Erection of Machinery
6 Commissioning of the plant
7 Trial Production & validation
8 Commercial Production
E DEVELOPMENT OF RM/PM
1 Qualitative & Quantitative Survey
2 Pack Design
3 Finalizing the RM/PM
4 Order Placement for RM/PM
5 Supply receive of the RM/PM
F REGULATORY PERMITS
1 Environmental Clearance
2 Necessary Licenses

Implementation Schedule of Hormone & Steroid Project
2009 2010 2011
1 0 -M a y
1 0 -M a r
1 1 -M a r
1 0 -A u g
1 0 -N o v
1 0 -A p r
1 1 -A p r
1 0 -D e c
1 0 -O c t
1 0 -F e b
1 0 -S e p
1 1 -F e b
1 0 -J u n
1 0 -J a n
1 1 -J a n
1 0 -Ju l
9 -A u g
9 -N o v
9 -D e c
9 -O c t
9 -S e p
9 -Ju n
9 -J u l
ID Task Name
A LAND PROCUREMENT
2 Land Development
B LAYOUT & DESIGN
3 Machinery Drawing
2 Electrification
2 Pack Design
Page 28
Implementation Schedule of Amino Project

2009 2010 2011
ID Task Name
1 0 -M ay
1 0 -A u g
1 0 -N o v
1 0 -M ar
1 1 -M ar
1 0 -A p r
1 0 -D ec
1 0 -O ct
1 0 -Feb
1 0 -Sep
1 1 -Feb
1 0 -Ju n
1 0 -Jan
1 1 -Jan
9 -A u g
9 -N o v
1 0 -Ju l
9 -D ec
9 -Sep
9 -O ct
9 -Ju n
9 -Ju l
A LAND PROCUREMENT
2 Land Development
B LAYOUT & DESIGN
3 Machinery Drawing
2 Electrification
2 Pack Design
This schedule (Grid Chart) was prepared based on the assumption that the proceeds would be received in June 2009.
However, the implementation schedule will be changed based on the collection of sales proceeds from the issuance of
ZCBs.
Sd/- Sd/-
Managing Director Chief Financial Officer
Page 29
DESCRIPTION OF BUSINESS
Background
ACI Limited was established as the subsidiary of Imperial Chemical Industries (ICI) in the then East Pakistan in 1968.
After independence, the company was incorporated in Bangladesh in 1973 as ICI Bangladesh Manufacturers Limited as
a Public Limited Company. In 1992, the company was divested to local management and the name of the company
changed to Advanced Chemical Industries (ACI) Limited. ACI inherited the rich ICI culture of product quality,
customer service and social responsibility.
Initially in 1992, ACI started primarily with pharmaceutical business with a turnover of BDT 80 million only but later
the new management brought about fundamental changes in the policies and in the year 2008 turnover grew to over
BDT 7,365 million. The Company has diversified business interest in pharmaceuticals, agricultural including fishery &
livestock and consumer brands. At present, ACI has three strategic business units along with 11 subsidiaries, 3 joint
ventures and 1 associate.
ACI is a fast growing conglomerate that has substantial contribution in the economy of Bangladesh. In response to
growing demands of the consumers of Bangladesh, ACI has diversified its business to include wide range of products
in its portfolio. ACI has started its expansion policy by exploring and strengthening the pharmaceuticals wing further so
that it can continue giving unswerving service to the consumers of Bangladesh.
ACI is the first company in Bangladesh to achieve ISO S001 in 1995 for quality management and also the first
company to achieve ISO 14000 in 2000 for environmental management system. ACI is also the first company from
Bangladesh to become the honorable member of United Nation Global Compact. It is the only Bangladeshi company
which was declared as a notable COP (Communication on Progress) recognized by UNGC (United Nation Global
Compact). ACI has been accepted as a founding member of community of Global Growth Companies by the World
Economic Forum which is the most prestigious business networking organization in the world.
Important dates and milestone dates of ACI Limited
Date Events
Imperial Chemical Industries Pakistan Manufactures Limited (ICI Pakistan)
1968 :
was established in the then East Pakistan.
24 January, 1973 : Incorporation of ICI Bangladesh Manufacturers Limited
24 January, 1973 : Commencement of Business
Imperial Chemical Industries Pakistan Manufactures Limited divested 70% of

5 May, 1992 :
its shareholding to local management.
The name of the company changed to Advanced Chemical Industries Limited
5 May, 1992 :
from ICI Bangladesh Manufactures Limited.
9 March, 1994 : Listed with Dhaka Stock Exchange
October 22, 1995 : Listed with Chittagong Stock Exchange
Nature of Business
ACI Limited is committed to providing customers with a broad range of quality products from its business operations. It
has diversified its business in various sectors such as the health care division, consumers’ brands division, and
agribusiness division. Other than its three major strategic business units, it has 11 subsidiaries, 3 joint ventures and 1
associate.
Principal Products
Page 30
Pharmaceuticals
ACI formulates and markets a comprehensive range of more than 400 products covering all major therapeutic areas,
which come in tablet, capsule, powder, liquid, cream, ointment, gel ,ophthalmic and injection forms. ACI also markets
world-renowned branded pharmaceutical products imported from world-class multinational companies like
ASTRAZENECA, UK and UCB, BELGIUM. ACI is actively engaged in introducing newer molecules and Novel Drug
Delivery Systems (NDDS) to meet the needs of present and future. ACI introduced the concept of quality management
system by being the first company in Bangladesh to achieve ISO 9001 certification in 1995 and follows the policy of
continuous improvement in all its operations. Aligned with the concept that a pharmaceutical must ensure effective
management of environment, ACI complies with standard environment management policy, thus adorned with EMS
14001 in 2000. ACI maintains a congenial and supportive relationship with the healthcare community of Bangladesh,
with the belief that business excellence can only be achieved through pursuit of quality by understanding, accepting,
meeting and exceeding customer expectations. The management of ACI, a competent team of professionals, thus operates
with a progressive attitude to provide effective solutions to satisfy the customers’ needs, through its products and services
of uncompromising quality.
Consumer Brands
This business segment has three major categories of product range- home care, air care and hygiene care. Products under
home care category include ACI Aerosol, ACI Mosquito Coil. ACI Aerosol is market leader in the mosquito repellent
category having market share of 85%. ACI Coils enjoys very predominant position and striving to become absolute leader
in the market place. ACI has also very attractive product range in this Air Care category with Angelic Fresh Air
Freshener. This is the first ever locally manufactured Air Freshener of this country whose fragrances has been applauded
by the users and has become market leader in two years time. ACI has another very strong range of products in its
Hygiene Product category. Savlon Liquid Antiseptic is the highest selling antiseptics in the country. It has more than 75%
market share of its category. Products like Savlon Antiseptic cream, Savlon Family Protection Soap and Savlon Femme
Sanitary Napkin, Vanish Toilet Cleaner are also under this category. ACI Consumer brands also deals with products of
internationally acclaimed company like Colgate Palmolive and Nivea. Recently ACI Electronics a sub unit of ACI
Consumer Brands has launched Panasonic Audio visual items in the country.
Agribusiness
ACI Agribusiness is the largest integrator in agricultural sector of Bangladesh. ACI Agribusiness deals with livestock and
fisheries, crop protections, seeds, fertilizer and agri-machineries. Under Agribusiness, the following business units are
currently operating:
Crop Care & Public Health

Crop care & Public health is dealing with all type of crop protection items. It is providing a complete range of cost
effective products which can provide appropriate solutions for the farmers through insecticides, herbicides, and
fungicides. This business has been transferred to ACI Formulations Limited form 1st January of this year. ACI
Formulation Limited has been listed to Dhaka Stock Exchange and Chittagong Stock Exchange recently.
Seeds
Seeds division is dealing with hybrid rice, vegetable and maize seeds. It has partnership with renowned HYV seed
companies of the world. ACI started the seed business in 2006. It has its own research and development stations in Rural
Development Academy, Bogra, Bangabandhu Sheikh Mujibur Rahman Agricultural University (BSMRAU), Gazipur and
Bangladesh Agricultural University, Mymensingh.
Cropex
CROPEX is dealing with commodity buying, storing, preserving and selling. ACI Cropex is a remarkable addition to the
agricultural advancement in the country. The project assists the farmers in various ways - exchanging their crops at the
time of their necessity, providing them with technological assistance and advisory services and so on.
Page 31
Animal Health
This division is dealing with high quality nutritional, veterinary, poultry medicine and vaccines including proposal for
pisiculture, cattle rearing and cattle fattening. Integrated fisheries and livestock project will be implemented soon.
Fertilizer
This unit is dealing mainly with micro continent and foliar fertilizer with a focus in basic fertilizer. It launched
micronutrient fertilizers like Zinc Sulphate, Magnesium Sulphate, Ammonium Sulphate, Boron, Sulphur 90% and
Sulphate of Potash. They are being imported from China, U.S.A, Canada, Taiwan, Argentina, and Turkey etc. ACI
Agribusiness strives for providing “one stop solution” to farmers by providing all sorts of activities regarding
agriculture. ACI Agribusiness is having a strong partnership with national and international R&D companies,
Universities, and research institutions. “Partnership with the farmer” is the main theme of ACI Agribusiness
International alliances
ACI represents Colgate Palmolive Company as exclusive marketing partner and distributor for the territory of
Bangladesh. Colgate is the world wide leader of the oral care products category.
ACI was appointed as sole distributor and marketing partner of Beiersdorf AG, Germany; the manufacturer of Nivea
brand products. ACI represent Godrej Consumer Products Limited. ACI consumer Brand is also selling low calorie
sweetener products of Merisant for weight conscious customers and also for them who want to avoid direct sugar. In
additions to these, ACI represents significant number of world’s reputed companies in Pharma and Agriculture sectors.
Page 32
History of 17 years
Paid up Div.
Year Sales PBT PAT Shares EPS DPS Employees Sales PBT PAT Dividend Dividend Employee
Capital payout
growth growth growth growth rate growth
M Tk. M Tk. M Tk. M Tk. Number Taka Taka Number ratio
1992 21 308 19 8 2 3.9 1 312 10% 0.26
1993 21 366 35 17 2 8.05 2 391 19% 85% 106% 100% 20% 0.25 25%
1994 42 438 49 31 4 7.29 3.5 562 20% 41% 81% 75% 35% 0.48 44%
1995 59 561 46 38 6 6.48 3.5 746 28% -6% 24% 0% 35% 0.54 33%
1996 74 605 13 12 7 1.66 3 756 8% -71% -68% -14% 30% 1.8 1%
1997 88 797 40 33 9 3.73 3 869 32% 196% 169% 0% 30% 0.81 15%
1998 162 969 68 53 16 3.26 2.5 1,047 22% 72% 60% -17% 25% 0.77 20%
1999 162 1,199 75 58 16 3.6 3 1,161 24% 10% 11% 20% 30% 0.83 11%
2000 162 1,411 95 64 16 3.97 3.5 1,157 18% 27% 10% 17% 35% 0.88 0%
2001 162 1,637 137 92 16 5.67 3.75 1,284 16% 44% 43% 7% 38% 0.66 11%
2002 162 2,053 164 109 16 6.75 3.75 1,662 25% 20% 19% 0% 38% 0.56 29%
2003 162 2,240 93 85 16 5.28 4 1,883 9% -43% -22% 7% 40% 0.76 13%
2004 162 2,558 141 90 16 5.57 4.25 1,931 14% 51% 5% 6% 43% 0.76 3%
2005 162 3,089 169 112 16 6.94 4.5 2,000 21% 20% 25% 6% 45% 0.65 4%
2006 162 3,516 233 154 16 9.51 6 2,476 14% 38% 37% 33% 60% 0.63 24%
2007 162 4,917 314 211 16 13.05 8.5 3,050 40% 35% 37% 42% 85% 0.65 23%
2008 162 7,365 404 296 16 18.31 12 3,339 50% 29% 40% 41% 120% 0.66 9%
- Sales** 22% Over the 16 years

This statement is prepared based on regular profit. Capital gain from share sale is
- PBT* 45% Over the 16 years
ignored in both 2007 and 2008 which were Tk. 97 M and Tk. 780M respectively.
- PAT* 42% Over the 16 years
- Dividend** 16% Over the 16 years
* Simple average ** CAGR (Cumulative Average Growth Rate)
Page 33
Market for the ACI products
Pharmaceutical Industry
The growth potential of pharmaceutical industry is enormous. As urban population is increasing and people are getting
educated, they are now more concerned about healthcare. Therefore, the demands of medical products are rising. Our
country’s unhygienic conditions and poor health conditions provide vast scope for the pharmaceutical firms to grow
with introduction of new products and increasing the market coverage.
Before independence, the pharmaceutical market was largely dominated by multinational companies and the local
companies were involved in manufacturing and marketing of very few ranges of products. However, the change in
policies and promotion of favorable government initiative has enabled the local companies to be independent and be
competitive in the local market. Following the Drug (Control) Ordinance of 1982, some of the local pharmaceutical
companies improved range and quality of their products considerably. Currently, the national companies account for more
than 65% of the pharmaceutical business in the country.
The Bangladesh Pharmaceuticals & Healthcare Report Q3/08 calculated that the country's pharmaceutical market had a
valuation of US$700mn in 2007 and that a compound annual growth rate (CAGR) of 18.79% through to 2012 can be
expected. This rapid market expansion is primarily due to greater uptake of medicine throughout this densely populated
country, but also through appreciation of the taka against the US dollar, population growth and increased government
healthcare expenditure, among other factors.
Almost all types of possible dosage forms including tablets, capsules, oral and external liquids (solutions, suspensions,
emulsions), ointments, creams, injections (small volume ampoules/dry fill vials/suspensions and large volume IV
fluids), and aerosol inhalers are now produced in the country. A good number of pharmaceutical companies export their
products in the international markets.
The annual per capita drug consumption in our country is one of the lowest in the world. However, the industry has
been a key contributor to our economy since independence. With the development of healthcare infrastructure and
increase of health awareness and the purchasing capacity of people, this industry is expected to grow at a much higher
rate in future. High expected growth is likely to encourage the pharmaceutical companies to introduce newer drugs and
newer research products, while at the same time maintaining a healthy competitiveness in respect of the most essential
drugs.
Consumer Product Industry

The consumer products industry is comprised of a variety of products, such as toiletries and cosmetics, ready-made
edible products, consumer durables, consumer electronics, and other household items.
The demand for consumer products in Bangladesh is mounting as the average standard of living is taking an upward
turn. People now demand products that had minimal demand in the past such as household cleaning item, pre-packed
food products, cosmetics and toiletries etc. This change in demand has encouraged the local firms to become
specialized in producing toiletries, readymade food items and other consumer brands.
Bangladesh’s export potential is also growing fast. Along with the traditional products, which make the main export
basket, non-traditional items are being added to it. The country is now exporting many food items such as spices, frozen
vegetables and other snack items.
Bangladesh is a tropical country infested with mosquitoes, flies, and other germ carrying insects and bacteria which are
hazardous to health. The demand for healthy living has stimulated the production of insect and germ killers such as
mosquito coils, aerosols, antiseptic solutions etc.
Bangladesh is one of the most densely populated countries in the world. Over 80% of the country's population lives in
rural areas, but recent trends show that more and more people are migrating to urban areas; as a result the demands for
nontraditional food items and other household products are increasing as purchasing power of the people are
augmenting. Hence the demand for consumer products will be strengthening further in the future and leaves a lucrative
scope for the local industries to fill the gap between demand and supply.
Page 34
Agri-business Industry
Bangladesh is primarily an agrarian economy. Agriculture is the single largest producing sector of economy since it
comprises about 30% of the country’s GDP and employing around 60% of the labor force.
The performance of this sector has an impact on major macroeconomic objectives like employment generation, poverty
alleviation, human resources development and food security. Hence utmost priority should be given to its proper
development of this sector so that our nation can achieve total self sufficiency in agricultural production.
As our country is prone to natural calamities, measures should be taken so that progress of this sector is not halted. In
addition to government support, the local firms must develop modern agricultural equipment, effective fertilizers
distribution; pesticides and other crop protective items at low cost so that it is accessible to the poor farmers.
Currently major emphasis is given on increasing production of major crops like rice to make the country self sufficient
in producing staple food. There are renewal interests in growing other crops like wheat, maize etc. To help the farmer
community government had recently come up with idea of giving subsidy to the farmer in fertilizer. We feel that this
sector has tremendous prosperity to grow further by providing all kinds of support to farmer through supplying high
yield variety seeds, fertilizer and agricultural equipment including tractors, power tiller and harvesters and crop care
products. Availability of all these facilities and products will enable farmer to increase their production yield thereby
making them economically solvent as well as helping the country to save foreign currency spent on importing food
grains.
Relative contribution to revenue
As per audited accounts for the year ended 31.12.2008, relative position to total revenue of the products are as follows:
Revenue
Sl. No. Name of the Products Value contribution (%)
Taka (million)
01. Pharmaceuticals 2451 33.28
02. Consumer Brands 1817 24.67
03. Crop Care & Public health 1406 19.10
04. Animal Health 433 5.87
05. Fertilizer 580 7.88
06. Seeds 346 4.70
07. Cropex 332 4.50
Total 100.0
Page 35
Associates, Subsidiary/ Related Holding Company
SI
Company name Relationship Core business area
No.
Manufacturing & marketing of number of
1 ACI Formulations Limited Subsidiary
agrochemical and consumer products
2 Apex Leather Crafts Limited Subsidiary Letting out property to ACI Ltd.
3 ACI Salt Limited Subsidiary Manufacturing & marketing of edible packed Salt
Processing ,Packing and Marketing of wheat flour
4 ACI Pure Flour Limited Subsidiary
Products
Manufacturing & Marketing different types of
5 ACI Foods Limited Subsidiary
spices and other food products
Manufacturing & Marketing of Plastic Products,
6 Premiaflex Plastics Limited Subsidiary flexible printing and other ancillary business
associated with plastic and flexible printing.
Managing Media solutions and similar services for
different clients including television commercials
7 Creative Communications Limited Subsidiary
and other advertisement and promotion related
activities
Business of buying, selling, Importing, and
assembling of vehicles of both agricultural and non-
8 ACI Motors Limited Subsidiary
agricultural use including supplying spare part and
providing service facilities for vehicles
9 ACI Logistics Limited Subsidiary Operating retail chain stores across the country.
ACI Godrej Agrovet Private Manufacturing and marketing of quality Poultry,
10 Joint Venture
Limited Aqua, Cattle Feed and Day Old Chicks
11 Tetley ACI (Bangladesh) Limited Joint Venture Processor, blender and marketer of tea products.
Manufacturing and marketing of coconut oil, hair
Asian Consumer Care (Pvt)
12 Joint Venture oil shampoo and other products under the brand
Limited
name “Dabur”
Providing high level IT solution to both local and
13 Stochastic Logic Limited Associates
foreign customers.
Distribution of Products & Services

While ACI brand names distinguish its products from those of its competitors, ACI distribution makes its products
available to consumers. Distribution department of ACI is probably the only distribution in Bangladesh which deals with
wide range of products of six different strategic business units- Pharmaceuticals, Consumer Brands, Crop Care, Animal
Health, Fertilizer & seeds through strategically locate depots in nineteen different locations across the country. These
depots are highly streamlined, computerized and automated. ACI distribution is the most widely distributed network in
the country.
Competitive Conditions in the Business
ACI’s mission is to enrich the quality of people through responsible application of knowledge, skills and technology. It
is committed to the pursuit of excellence through world-class products, innovative processes and empowered
employees, to provide the highest level of satisfaction to its customers. It has been successful in accomplishing a strong
market position in most of its product categories by catering to the needs of the customers. ACI has been competing in
the market with the industry giants and even with world renowned multinationals, and yet has been thriving strongly in
the market.
Page 36
The major competitors of ACI in the pharmaceutical market in the year 2008 are as follows:
Company Share (%)

Square Pharmaceuticals Limited 20.06
Incepta Pharmaceuticals Limited 7.53
Beximco Pharmaceuticals Limited 7.09
The Acme Laboratories Limited 5.25
Eskayef Pharmaceuticals Limited 4.64
ACI Limited 4.52
Opsonin Chemical Industries Limited 4.30
Renata Limited 4.22
Aristopharma Limited 4.18
Drug International Limited 3.39
Source: IMS fourth quarter, 2008
Here to mention that Pharma business of ACI Limited has become the 2nd fastest growth company in 2008 in
Bangladesh.
The table below depicts the major market share (Consumer Brands) of the major players of the market in the year 2008:
Brand Name Market Share (%)
ACI Aerosol 84.29
Aerosol Reckitt-Benkeizer 7.83
Square Toiletries 6.40
ACI Mosquito Coil 28.99
Reckitt-Benkeizer 54.63
Mosquito Coil
Globe Bangladesh Ltd 5.97
Maladesh International Ltd 4.15
Savlon Liquid Antiseptic (ACI Limited) 78.95
Liquid Antiseptic
Reckitt-Benkeizer 12.10
Savlon Antiseptic Cream (ACI Limited) 72.40
Antiseptic Cream
Millat Chemicals Ltd 3.40
Source: A C Neilsen
Page 37
The main competitors of ACI Agribusiness and their relative market share for the year 2008 are as follows:
Major Competitors Market Share (%)
Animal Health
ACI Limited 8.33%
Renata 10.83%
ACME 8.83%
Novartis 6.66%
SK+F 5.33%
Square 4.66%
Others 55.3%
Fertilizer
ACI Limited 19.60%
Padma Agrochemical Limited 8.00%
Global agrovet Limited 6.00%
Syngenta Bangladesh Limted 6.20%
Alpha Agro chemical Limited 5.60%
Others 54.60%
Seeds:
Supreme Seed company 13.00%
Brac Seed 6.00%
Lal Teer Seed 9.00%
ACI Limited 6.00%
A. R Mallik Seed 5.00%
Aftab Seed 2.00%
Others 59.00%
CROPEX
Chowdhury Enterprise 20.00%
M.S. Trading 10.00%
Madina enterprise 10.00%
Trade excel Agro 5.00%
ACI Limited 5.00%
Others 50.00%
Source: In house Source
Page 38
Sources and availability of raw materials and the names of the principal suppliers
Division-wise major sources of raw material suppliers are summarized below:
Pharmaceuticals & Consumer Brands
SL
Name of Principle Suppliers Address Raw Materials
No
Zhejiang Jingxin No. 800 Dadado East Road,
Levofloxacin
1 Pharmaceutical Chenggguan,Xionchang Country, Zhejiang,
Hemihydrate
Import & Export Co. China. China.
2 R.T. Vanderbilt Company Inc 30 Winfield Street Norwalk, CT 06855 USA Veegum- K
Divi Towers, 7-1-77/E/1/303 Dharam Karan Keterolac
3 Divis Pharmaceuticals Pvt. Ltd.
Road, Ammerpet, Hyederabad- 500016, India Tromethamine
International House Zenith Paycocke Road
4 Univer Exports Univer Ltd. Synperonic PE/F87
Basildon Essex SS14 3DW, United Kingdom
110, Industrial Area, Phase-1, Chandigarh-160

5 Nectar Life Sciences Ltd. Cefixime Trihydrate
002 India
Parijat Housee, 1076, Dr.e.Moses Road, Worli,
6 Kopran Ltd. Atenonol
Mumbai-400 018, India
Wuxi- Pharma- Trading Imp & Room-523, Youzu Alliance Building no. 88,
7 Tenoxicam
Exp Co. Ltd. ReminZhonglu,Wuxi Jiangsu,China
Mahendra Industrial Estate, Ground Floor, Plot
8 Aarti Drugs Ltd. no 109-D, Road No- 29, SION (E), Bombay-400 Ciprofloxacin HCL
022, India
QILU Antibiotics 849 Dongjia Town, Licheng District, Jinan City Ceftriaxone Sodium
9
Pharmaceutical Co. Ltd. 250105, China. Sterile
Orchid Chemical & Orchid Tower,313, VALUVAR Kottam High Cephradine
10
Pharmaceuticals Ltd. Road, Nungambakkam, Chennai-600034, India compacted
P.I Drugs & Pharmaceuticals 116, Vardhaman Ind. Complex, L.B.S. marg,
11 Albenadazole
Ltd. Thane(West) 400601, India
International house, 48 Kandivli Industrial
12 IPCA Laboratories Ltd. Trimethoprim
Estate, Kandivli (W) Mumbai 400 067, India
A-3 Shivsagar Estate, North Wing. Dr, Annie
13 Anuh Pharma Ltd. Erythromycin
Besant road worli, Mumbai - 400 018. India
8F22 Buynow Technology Mansion. #23,
14 United Pharma Industries Ltd. Jiaogong Road. Hangzhou, Zhejiang, China Flunarizine HCL
310013
Plot No. M - 14 to M - 18, VermaIndustrial

15 Colorcon HPMC
estate, Verma, Goa 403 722, India.
16 TAT Petrolium Pte Ltd. 9, Jahan Pesawat , Singapore Isopropyl Alcohol
407, Dalamal House, Jamalpur Bajaj road, Metronidazole

17 Amoli Organics Pve. Lrd.
Nariman Point, Mumbai -400 021 India Benzoate
ICC Chambers, 3rd floor, Opp, Santogen silk
18 Camlin Fine Chemicals Limited mills. Saki Vihar Road, Powal, Mumbai - 400 Miconazole Nitrate
072, India
Page 39
Zhejiang Hisun Pharmaceutical 46. Waisha road, jiaojiang district, Taizhou city,
19 Meropenem
co. Ltd. zhejiang provice, China - 318000
Divi tower, 7-1-77/E/1/303, Dharam Karan
20 Divi's Laboratories Limited Naproxen BP
Road, Ameerpet, Hyderabad - 500 016, India
Flat No. 404 to 406, Vijay sai towers, Opp. BJP
21 Nosch Labs Private Limited Olanzapine
Office,Kukatpally, Hyderabad - 500 072 India.
M/S. Metrochem API Private Flat No. 302, Bhanu Enclave sunder Nagar,
22 Rabeprazole Sodium
Ltd. Erragadda, Hyderabad - 500 038, A. P. India
7 Temasek Boulevard. # 35-01, Suntec Tower

23 BASF PEG 400
One. Singapore
Strong Cetrimide
24 Vipor Chemical India 78, Paragnagar, Hydrabad-500016, India
Solution (CB)
Animal Health
SL RAW
NO NAME OF SUPPLIER ADDRESS MATERIALS
United Pharma and Chemical Flat RM 1005, Wing Yue Bldg, 60-64 Des
1 Doxyciline HCL
Co.Limited Voeux Road west, Hongkong, China
United Pharma and Chemical Flat/RM 1005, Wing Yue Bldg, 60-64 Des
2 Mannitol
Co. Limited Voeux Road west, Hongkong, China
Mahendra Industrial Estate, Ground floor, Plot

3 AARTI Drugs Ltd. Noo109-D, Road No 29, Sion (E), Mumbai 400 Nicotinamide BP
022, India
1142, Shin Hsing Rd, Bah-Der City, Taoyung

4 Mingtai Chemical Co. Ltd. Microcrystalline
Hsien, Taiwan
Hebei Shengxue Pharmaceutical Shengxue Road, Luancheng, Shijiaszhuagn

5 Oxytetracycline HCl
Co. Ltd. 051430,China
Unit D 11/F Seabrigt Plaza, 9 - 23 Shell ST.

6 Evervictory Pharma Co. Ltd. Tylosin
North Poine,China
7, Temasek Boulevard 35 01 Sun, 35 01 Suntec

7 BASF Vitamin E Oily
Tower one, Singapore
Page 40
Fertilizer & Seeds

SL Name of Principle
Address Raw Materials
No Suppliers
Zinc Sulphate
(Hepta Granular)
RM D 29th Flooor Biyuntian Building No.423
Hunan Senan Industries and Zinc Sulphte (Mono
1 WUYI Road
Trade IMP.& EXP.Co. Ltd. Granular)
Changsha, Hunan, China.
Magnesium
Sulphate
Mudanjiang Fengda
Corporation. No.167,Aimin Street,Mudanjiaang Ammonium
2 Chemicals Import & Export
Heilongjiang, China Sulphate
Corporation.
Guvendik, Mentes Mevkii -Pastoral Evler Sitesi Disodium

3 MTC Foreign Trade No.3- Octoborate
Cesmialty-Urla-35450 lzmir-Turkey Tetrahydrate
222 Tian Zhi Road, Hi- Tech Development Zone, Magnesium

4 Winal Hitech Seed Co Ltd.
Heifei, China Sulphate
8t-5 No, 349 Chung-hua 4th Road, Chien Chin

5 Chain Yin Trade Co. Intl Sulphate of Potash
district, kaohsiung Taiwan R.O.C
10350 ZI Street, Edmonton, Albarta

6 keg River Chemical Corp Sulphur 90%
Canada.
Hybrid Rice Seed

222,Tian Zhi Road,Hi-Tech Development Zone, ACI 1& ACI-
7 Winal Hitech Seed Co Ltd.
Hefei,China 2China(finished
goods)
Page 41
Sources of, requirement for power gas and water

Pharmaceutical factory at Narayangonj
POWER
Sl
Type of Source / Supplier Capacity Utilization
No
1 DESA 500 KVA 2,75,636 Kwh
2 Own Generation through Gas Generator 1600 KW
5 Own Generation through Diesel Generator 55 KW
GAS
Sl
Type of Source / Supplier Capacity Utilization
No
1 Titas Gas Transmission & Distribution Co Ltd 20 PSI
2,285,783 m3
803,665 m3
35,473 m3
WATER
Capacity
Type of Source
Utilization
1) Deep Tube well Not Measured 179,778,198 Ltr
Tetley Tea & Freedom Sanitary Napkin factory at Konabari ,

Gazipur
POWER
Type of Source Capacity Utilization

1) Generator 415 KVA 19,476 Kwh
WATER
Type of Source Capacity Utilization

1) Deep Tube well - 15,000 Ltr
Names of the customers who enjoy 10% or more of the Company’s product / services
The Company has no individual customer of any of its products who enjoys 10% or more.
Page 42
Contract with principal suppliers or customers
Parties to the Type of

Initiating date Termination Description
agreement agreement
Valid until
terminated by
either party
giving a written ACI limited will market the
ACI Limited and ACI Marketing &
January 1, 2005 notice of 6 products manufactured by
Formulations Limited Distribution
months or such ACI Formulations Limited.
period as may be
negotiated
mutually.
Silver Soap limited will
Valid until
manufacture the products
terminated by
(Liquid soaps and liquid
ACI Limited and either party
cleaning products) in its
Silver Soap Limited Manufacturing June 1, 1998 giving a written
factory on behalf of ACI
notice of not less
Limited as per recipe supplied
than eight (8)
by ACI and transfer them
months of time
back to ACI Limited.
TDCL will purchase the
Valid until
products exclusively from
ACI Limited and terminated by
ACI limited at a cost
Transcom Distribution Sale & either party
January 1, 2006 approved by SERVIER and
Company Limited Purchase giving a written
sell those products at a price
(TDCL). notice of 6
approved by SERVIER from
months
time to time.
RCI limited will manufacture
the products (Liquid soaps
and liquid cleaning products)
ACI Limited and RCI Valid for
Manufacturing July 1,2008 in its factory on behalf of ACI
Limited minimum 5 years
Limited as per recipe supplied
by ACI and transfer them
back to ACI Limited.
Material patents, trademarks, license or royalty agreement

As per requirement of relevant authorities of Bangladesh, the company has obtained registration for its entire healthcare,
animal health, seeds & fertilizer products.
The company owns a number of trademarks and Patent Rights for Consumer Brands, Animal Health and other business
for marketing those products in the Bangladesh Market. Copy right registrations taken by the Company .are
summarized as under:
Page 43
Copyright
Sl. Product License No. Standard No. Registration no./
Application No.
1 ACI AEROSOL 8147-COPR
2 ACI HI POWER MOSQUITO COIL 4614/G-8/2008 BDS-1089/2001
3 ACI SUPER MOSQUITO COIL 4614/G-8/2008 BDS-1089/2001
4 ACI HI BOOSTER MOSQUITO COIL 4614/G-8/2008 BDS-1089/2001
5 ACI BLACK FIGHTER MOSQUITO COIL 4614/G-8/2008 BDS-1089/2001 10104-COPR
ANGELIC AIR FRESHENER CITRUS
6 88277
BURST
ANGELIC AIR FRESHENER ORCHID
7 88278
BREEZE
8 SAVLON CREAM 9455-COPR
SAVLON FAMILY PROTECTION SOAP
9 2859/G-12/2008 BDS-13/1994
ACTIVE
SAVLON FAMILY PROTECTION SOAP
10 2859/G-12/2008 BDS-13/1994
MILD
11 SAVLON Hospital Concentrate 04174
12 SAVLON LIQUID SOAP 04199
13 SAVLON LIQUID ANTICEPTIC 1000ml 04175
14 SAVLON LIQUID ANTICEPTIC 500 ml 9453-COPR
Joint venture
The Company has entered into three Joint venture agreements; features of these agreements are as follows:
Company name Object Share holding position Term

ACI & To raise and market chicken Each company hold 50% of Continue in full force and
Godrej Agrovet Limited and to produce, market and their paid-up capital of Tk. effect until termination.
have agreed and form a new distribute poultry products, 80,000,000 where
company ACI GODREJ eggs, day old chicks, authorized capital is Tk.
AGROVET PRIVATE dressed and live chicken, 500,000,000
LIMITED animal feed or any other
related products.
ACI & To manufacture and market Each company hold 50% of Continue in full force and
THE TETELEY GROUP loose tea, packet tea, tea their paid-up capital of effect until termination.
LIMITED, U.K. have bags, roast and ground Tk.30,000,000 where
agreed and form a new coffee, instant coffee and authorized capital is
company Tetley ACI (BD.) spices or any other related Tk. 500,000,000
Ltd. products
ACI & To manufacture and Financing of Project: Continue to remain in force
REDROCK LIMITED have marketing hair oils, Redrock Ltd. : TK 129 (Lac) for a period of 5 years from
agreed and form a new shampoos and other ACI : TK 41 (Lac) the date of execution.
company Asian Consumer products under the
Care Pvt. Ltd. trademark “ Dabur’ or other
trademarks sub-licensed to
it by Redrock in relation to
the products.
Page 44
Employees’ position as on 31 December 2008
Particulars Number
Full time employees 2,214
Contractual employees 1,125
Total number of employees 3,339
Capacity and current utilization of the production facility

The Company has currently four production units, the capacity and related utilization thereof is detailed below:
(As on 31 December 2008)

Rated Capacity Production
Product Category Unit Utilization (%)
(Pack per month) (Pack per month)
Pharmaceutical 1 2,200,000 2,547,580 116

Pharmaceutical 2 430,000 509,203 118
Consumer products 3 600,000 660,080 110
Animal health
4 140,000 158,651 113
products
Note: Rated capacity is calculated based on one shift of eight hours. Due to excess demand of the products the company
runs at more than one shift.
DESCRIPTION OF PROPERTY
Plants and Property
A) ACI owns different categories of fixed assets the list of which is detailed below along with written down value:
(Amount in Taka)
Written down Value as on
Sl. No. Name of the Assets
31 December 2008
1. Land 330,366,144
2. Building 160,569,027
3. Plant & Machinery 506,894,119
4. Furniture and Fixture 28,523,664
5. Electrical and other office appliances 23,266,871
6. Office machinery 20,678,464
7. Vehicles (including leased Vehicle) 52,554,938
Total 1,122,853,227
B) All the above-mentioned assets are located in Company’s factory sites at Narayanganj, Gazipur and Sirajgonj and
office at ACI Centre, 245 Tejgaon Industrial Area, Dhaka- 1208 premises.
Page 45
C) All the assets of the Company are in its own name except the leased assets. The status of these assets is as follows:
Starting Lease Period Monthly

Sl No. Name of Lessee Assets Date of Expiry
Month Amount (Yrs) rental
1 IDLC Finance Limited Vehicle February-05 1,437,000 4 37,420 January-09
2 IDLC Finance Limited Vehicle April-05 1,250,000 4 32,560 March-09
4 GSP Finance Company (BD) Ltd Vehicle May-05 1,158,500 4 30,747 April-09
6 GSP Finance Company (BD) Ltd Vehicle July-05 1,445,000 4 38,078 June-09
7 GSP Finance Company (BD) Ltd Vehicle August-05 1,426,000 4 37,578 July-09
8 GSP Finance Company (BD) Ltd Vehicle October-05 2,701,000 4 71,176 September-09
9 GSP Finance Company (BD) Ltd Vehicle December-05 4,754,000 4 125,277 November-09
10 GSP Finance Company (BD) Ltd Vehicle March-06 1,556,000 4 41,296 February-10
11 United Leasing Company Ltd Vehicle March-06 2,875,000 4 41,296 February-10
12 United Leasing Company Ltd Vehicle July-06 3,278,000 4 91,186 June-11
D) All the owned assets of the Company as described above are mortgaged to different banks to obtain loan facilities as mentioned in
the note – 17 & 19 of the audited accounts. The followings are the current mortgagees of the company:
Standard Chartered Bank Ltd. Commercial Bank of Ceylon Ltd. HSBC The City Bank Ltd.
AB Bank Ltd. Citibank, N.A BRAC Bank Ltd. Eastern Bank Ltd.
Bank Alfalah Limited Mercantile Bank Limited
E) No reconditioned or second-hand plant & machinery are being used by the company.
PLAN OF OPERATION AND DISCUSSION OF FINANCIAL CONDITION
Internal & External Sources of Cash

Internal Sources of Cash 31-12-2008 31-12-2007 31-12-2006
Taka Taka Taka
Paid-up Capital 161,700,000 161,700,000 161,700,000
Share Premium 250,022,474 250,022,474 250,022,474
Capital Reserve 1,671,386 1,671,386 1,671,386
Revaluation Surplus 303,147,632 294,901,646 229,214,979
Retained Earnings 1,488,114,482 546,739,197 344,542,827
Sub Total: 2,204,655,974 1,255,034,703 987,151,666
External Sources of Cash
Bank overdraft 732,188,602 271,195,982 126,757,321
Short term Bank Loan 1,816,568,620 1,142,396,717 698,498,975
Long term Bank Loan –Current portion 104,776,269 62,504,602 0
Trade Creditors 325,560,055 132,277,207 79,630,620
Other Creditors 469,811,403 478,332,706 306,087,482
Inter-Company liabilities 709,609,851 758,658,669 362,544,680
Obligation under Finance Lease 5,718,892 10,220,408 14,076,453
Provision for taxation 236,550,474 277,961,183 153,442,970
Long term Liabilities 309,663,981 342,231,018 186,998,651
Page 46
Sub Total: 4,710,448,147 3,475,778,492 1,928,037,152
Grand Total: 6,915,104,121 4,730,813,195 2,915,188,818
Material Commitment for Capital Expenditure
There are capital expenditure commitment for Tk. 52 million in respect of import of plant and machinery, building renovation,
construction of central warehouse and laboratory which will be financed by bank borrowing.
Causes for any Material Change from Period to Period
Particulars 2008 2007 2006

Taka Taka Taka
Sales 7,365,103,541 4,917,304,331 3,515,862,372
Less: Cost of sales 5,087,311,724 3,250,711,677 2,339,975,616
Gross profit 2,277,791,817 1,666,592,654 1,175,886.756
Less: Administrative, selling and distribution Expense 1,629,967,083 1,240,364,781 884,474,379
Operating Profit 647,824,734 426,227,873 291,412,377

Other income 58,209,036 23,346,716 35,345,860
Profit from sale of shares 779,634,140 118,818,000 -
1,485,667,910 568,392,589 326,758,237
Less: Financial cost 280,811,155 119,087,159 81,555,964
Less: Provision for contribution to WPPF 21,261,132 22,728,564 12,260,114
Profit/(Loss) before Taxes 1,183,595,623 426,576,866 232,942,159
Less: Income tax expenses 107,928,740 118,807,480 79,116,544
Profit/(Loss) After Tax 1,075,666,883 307,769,386 153,825,615
The last three years’ result shows a positive growth on a year to year basis clearly demonstrating success is perusing
aggressive growth plan by the Company. In the year 2008, Profit after tax grew by 250% mainly due to capital gain arose
from sale of shares of ACI Formulations Limited to the extent of Tk. 780 million. The regular (recurring) profit also grew
by 40%.
Page 47
Graphical Presentation of ACI’s Performance from 2004 to 2008
Annual Tur nover ( in Million t aka) Pr of it af t er Tax ( in Million t aka)
8000 1200
7365
1075.67
7000
1000
6000
4917 800
5000
4000 3516 600

3089
3000 2558
400 307.77
2000
200 153.82
1000 89.52 112.27
0 0
2004 2005 2006 2007 2008 2004 2005 2006 2007 2008
Ret ur n on Equit y ( %)
Earning per Share vs. Net Asset Value (in taka)
60.00%
160
48.80% 136.34
50.00%
140
120
40.00%
100
78.7
80 60.2 66.52
30.00%
53.3 56
24.60%
60
40
20.00% 15.80% 19.03
12.40% 20 5.54 6.94 9.51
10.40%
10.00% 0
2004 2005 2006 2007 2008
0.00%
2004 2005 2006 2007 2008
Earning per Share Net Asset Value
Page 48
Seasonal Aspect
There is seasonal impact on few products which are as follows:
Pharmaceutical- due to changes in weather and climate, change in disease pattern on time to time.
Consumer brands- demand varies with climate change and weather change
Agribusinesses- due to changes in season, natural disaster and crop pattern
Known Trends, Events or Uncertainties
There are no known trends, events or uncertainties except economic meltdown due to world recession with limited
impact, political unrest and natural disaster which may impact on the demand of the products.
Changes in the Assets of the Company used to pay off any Liabilities
None of the operating assets of the company has been disposed off to pay the liabilities.
Loan taken from holding/parent company or subsidiary company
There is no loan taken from holding/parent company or subsidiary company.
Loan given to holding/parent company or subsidiary company

The company has given temporary loan to its few subsidiaries which are as follows:
Transaction Outstanding
Transaction Nature of
Name of related Company Relationship started Nature of transactions balance
value-2008 balance
from 31.12.2008
ACI Formulations Ltd. Subsidiary 1996 Purchase of products 2,039,016,708 (698,672,186) Creditors
Management service and
ACI Salt Limited Subsidiary 2004 773,379,596 161,993,597 Debtors
working capital finance
Apex Leather Craft Limited Subsidiary 2001 Lease of corporate Office 9,416,400 52,119,777 Debtors
Flyban Insecticides Ltd. Subsidiary 1994 5,000 976,125 Debtors
ACI Pure Flour Ltd. Subsidiary 2007 984,104,646 53,175,971 Debtors
ACI Foods Ltd. Subsidiary 2006 487,817,693 300,914,860 Debtors
ACI Agrochemicals Ltd. Subsidiary 2006 27,340 54,638 Debtors
Creative Communications Management service and
Subsidiary 2007 47,582,792 (10,937,665) Creditors
Ltd. working capital finance
ACI Motors Limited Subsidiary 2007 677,730,831 175,217,496 Debtors
Premiaflex Plastics Limited Subsidiary 2007 229,614,527 77,866,482 Debtors
ACI Logistics Limited Subsidiary 2008 205,230,678 26,780,697 Debtors
Tetley ACI Bangladesh
Joint Venture 2002 Purchase of products 2,222,544 437,294 Debtors
Limited
Asian Consumer Care (Pvt.)
Joint Venture 2003 Promotional expenses 4,244,254 7,555,218 Debtors
Limited
ACI Godrej Agrovet
Joint Venture 2004 Working capital finance 448,418 869,726 Debtors
Bangladesh (Pvt.) Ltd.
Stochastic Logic Limited Associates 2007 220,000 2,932,141 Debtors
Page 49
Future Contractual Liabilities
There is no contractual liability of the company except day to day operational liabilities including bank loans.
Future Capital Expenditure

The company does not have any capital expenditure plan during financial year 2009 except the details of utilization plan
given under the “Use of Proceeds”
VAT, Income Tax, Customs Duty or other Tax Liability
a) VAT
The company has no pending current liability for VAT. VAT current account showed positive balance (advance payment)
as of 31 December 2008. However, we have two writ petitions awaiting settlement at the High Court Division of the
Honorable Supreme Court.
b) Income tax
The income tax assessment for the accounting year 2006 corresponding to assessment year -2007-08 is completed and
there is no pending liability against that year. The assessment for the accounting year 2007 corresponding to income year
2008-09 is under process.
c) Customs duty or other tax liability
There is no information of any outstanding current liabilities on customs duty or other tax liabilities.
Operating Lease agreement

The Company has not entered into any operating lease agreement with others.
Financial Lease and other financial commitment

The company has entered into lease agreements during the past five (5) years with different NBFIs, which are described
as follows:
Starting Lease Period Monthly

Sl No. Name of Lessee Assets Date of Expiry
Month Amount (Yrs) rental
1 IDLC Finance Limited Vehicle May-04 4,753,200 4 128,820 April-08
2 IDLC Finance Limited Vehicle May-04 903,000 4 24,480 April-08
4 GSP Finance Company (BD) Ltd Vehicle August-04 839,000 4 21,898 July-08
5 IDLC Finance Limited Vehicle February-05 1,437,000 4 37,420 January-09
10 GSP Finance Company (BD) Ltd Vehicle July-05 1,445,000 4 38,078 June-09
11 GSP Finance Company (BD) Ltd Vehicle August-05 1,426,000 4 37,578 July-09
12 GSP Finance Company (BD) Ltd Vehicle October-05 2,701,000 4 71,176 September-09
13 GSP Finance Company (BD) Ltd Vehicle December-05 4,754,000 4 125,277 November-09
Page 50
14 GSP Finance Company (BD) Ltd Vehicle March-06 1,556,000 4 41,296 February-10
15 United Leasing Company Ltd Vehicle March-06 2,875,000 4 41,296 February-10
16 United Leasing Company Ltd Vehicle July-06 3,278,000 4 91,186 June-11
Personnel related Schemes
The Company has adequate programs for human resource development. Company also has a well-designed Compensation
Plan for attracting highly capable professional staff with high degree of integrity. The compensation package includes
salary and allowances, bonus, gratuity, provident fund etc. The existing compensation plans are as follows:
(a) Salary/Allowances
This includes basic pay, house allowance, conveyance/transport allowance, medical allowances. The amount varies for
each grade of services.
(b) Traveling
This includes fare and daily allowances for each grade of services.
(c) Bonus
This is paid on the basis of 2 month’s basic pay for each Eid Festival.
(d) Provident Fund
The Company has already set up Provident Fund as contributory by the employee at the rate of 10% of the basic pay and
equal amount by the Company. Company’s contribution would be payable on completion of minimum 5 years service.
(e) Gratuity
Gratuity Plan is a non-funded liability payable to an outgoing employee on completion of minimum 8 years service at the
rate of ½ month’s Basic pay (last pay) for every completed year of service for 8-12 years. For more than 12 years’ service
it is one month’s pay and for 16 years/over it is 2 months’ pay.
f) WPPF
The Company has created a fund for workers as Workers’ Profit Participation Fund and 5% of profit before charging of
this rate has been transferred to this fund.
g) Leave Salary
As a non-funded scheme, leave is allowed at the rate of one day for 14 days’ service. Leave is encashable at the discretion
of management up to maximum accumulation of 96 days.
Revaluation of Assets
The Company has made revaluation of its assets in FY 2004 & 2007 and reflected in the Financial Statements of that
year. Particulars of the valuer and summary of reports are as follows:
Name : Asian Surveyors Ltd

Qualification : Professional valuer
Work done : 30 June 2004 & 28 November 2007
Purpose of Revaluation : To reflect the fair value of the assets of the company in the financial
statements
Page 51
Summary of valuation report
Revaluation for the year 2004
Value after
Value before revaluation Revaluation surplus / (loss)
Name of the assets revaluation
Taka Taka Taka
Land : 78,224,202 205,650,000 127,425,798

Building
Unit – 1 & 2 68,811,696 88,507,674 19,695,978
Unit – 3 15,224,584 14,717,502 (507,082)
Unit – 4 1,210,386 1,200,000 (10,386)
Total Building 85,246,666 104,425,176 19,178,510
Plant & Machinery
Unit – 1 & 2 83,317,409 151,468,814 68,151,405
Unit – 3 1,559,102 2,773,000 1,213,899
Unit – 4 2,127,978 6,198,232 4,070,254
Total Plant &
87,004,489 160,440,046 73,435,558
Machinery
Office Machinery
Unit – 1 13,554,981 14,904,850 1,349,869
Total Office
13,554,981 14,904,850 1,349,869
Machinery
Electric & other appliances
Unit – 1 17,896,244 16,323,378 (1,572,866)
Total Electric & other
17,896,244 16,323,378 (1,572,866)
appliances
Furniture & Fixtures
Unit – 1 & 2 15,794,174 15,085,515 (708,659)
Unit – 4 23,895 29,171 5,276
Total Furniture &
15,818,069 15,114,686 (703,383)
Fixtures
Vehicles
Unit – 1 10,526,213 40,003,672 29,477,459
Total Vehicles 10,526,213 40,003,672 29,477,459
Total 308,270,864 556,861,808 248,590,945
Page 52
Revaluation for the year 2007
Name of the Assets Value after

Value before revaluation Revaluation surplus / (loss)
revaluation
Taka Taka Taka
Land : 33,000,000 148,500,000 115,500,000
Building:
Unit – 1 & 2 17,191,351 17,457,283 265,932
Total Building 17,191,351 17,457,283 265,932
Total 50,191,351 165,957,283 115,765,932
Breakdown of all Expenses connected with the Public Issue

The following is an estimate of expenditures on various accounts in relation to Public Offer:
Particulars Rate Amount in Tk.

Manager to the Issue Actual 2,000,000
Trustee Fee Lump sum 1,000,000
Credit Rating Fee Actual 700,000
Regulatory Expenses:
Listing related expenses
Service Charge for DSE Fixed 20,000
Annual Fee for DSE & CSE Fixed 200,000
Listing Fees for Stock Exchange (DSE & CSE) @ 0.25% on 10.00 crore and @ 0.15% for 4,000,000
the rest amount of paid up capital
SEC Fees
Application Fee Fixed 15,000
Consent Fee @ 0.15% on entire offer 2,002,171
Public Offering Commission:
Underwriting Commission @ 0.40% on Tk.534,340,000 2,137,360

Bankers to the Issue Commission (at actual) @ 0.10% on collected amount (Lump sum) 2,000,000
(assumed 2 times subscription)
Printing & Post Public Offering Expenses (Estimated):
Abridged version of Prospectus Estimated 300,000

Printing of Prospectus and Forms Estimated 400,000
Post issue Expenses Estimated 3,000,000
Arrangement of Lottery 700,000
Miscellaneous 500,000
Total 18,974,531
N. B. The costs of the above mentioned Public Offer expenses may vary with above estimates and will be adjusted
accordingly.
Page 53
Auditors’ certificate for paid-up share capital
We certify that total paid-up share capital of Advanced Chemical Industries Limited as of 31 December 2008 was Tk
161,700,000 divided into 16,170,000 ordinary shares @ Tk 10 each. Out of total paid-up shares, 9,030,700 ordinary
shares were issued for cash, 1,049,300 ordinary shares were issued as consideration otherwise than cash and 6,090,000
ordinary shares were issued as bonus.
Dhaka, 19 April 2009 Rahman Rahman Huq

Transaction between Holding/Subsidiary Company and the Issuer
a) Transactions during the year 2008
During the year 2008, the company carried out a number of transactions with Subsidiaries, Joint Ventures and Associates in the normal course
of business. The names of the parties and nature of these transactions have been set out below:
Outstanding
Transaction Transactions Nature of
Name of related party Relationship Nature of transactions balance
started from value-2008 balance
31.12.2008
ACI Formulations Ltd. Subsidiary 1996 Purchase of products 2,039,016,708 (698,672,186) Creditors
ACI Salt Limited Subsidiary 2004 773,379,596 161,993,597 Debtors
Apex Leather Craft Limited Subsidiary 2001 Lease of corporate office 9,416,400 52,119,777 Debtors
Flyban Insecticides Ltd. Subsidiary 1994 5,000 976,125 Debtors
ACI Pure Flour Ltd. Subsidiary 2007 984,104,646 53,175,971 Debtors
ACI Foods Ltd. Subsidiary 2006 487,817,693 300,914,860 Debtors
ACI Agrochemicals Ltd. Subsidiary 2006 27,340 54,638 Debtors
Creative Communication Management service and
Subsidiary 2007 47,582,792 (10,937,665) Creditors
Ltd. working capital finance
ACI Motors Limited Subsidiary 2007 677,730,831 175,217,496 Debtors
Premiaflex Plastics Limited Subsidiary 2007 229,614,527 77,866,482 Debtors
ACI Logistics Limited Subsidiary 2008 205,230,678 26,780,697 Debtors
Tetley ACI Bangladesh Joint
2002 Purchase of products 2,222,544 437,294 Debtors
Limited Venture
Asian Consumer Care (Pvt) Joint
2003 Promotional expenses 4,244,254 7,555,218 Debtors
Limited Venture
ACI Godrej Agrovet Joint
2004 Working capital finance 448,418 869,726 Debtors
Bangladesh (Pvt) Ltd. Venture
Stochastic Logic Limited Associates 2007 220,000 2,932,141 Debtors
b) Transactions during the last five years
During the last five years similar nature of transactions prevailed between ACI Limited and above-mentioned concerns from the year as
indicated above.
Page 54
Material information which is likely to have an impact
There is no other known 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.
DIRECTORS AND OFFICERS OF THE COMPANY

DESCRIPTION OF THE DIRECTORS
Date of
Sl. Age Becoming Expiry of
Name of the Directors Position Education
No. (Years) Director for current term
the first time
1. Mr. M Anis Ud Dowla 72 Chairman Masters in Public Health 01-07-1987
2 Mr. Syed Manzur Elahi 67 Director M.A ( Economics, DU) 24-05-1997
3 Mr. Md. Humayun Kabir 56 Director M.A ( Economics, DU) 19-05-2009
4 Ms. Najma Dowla 62 Director Bachelor of Arts 06-01-1996

One third of
total directors
Managing Doctor of Philosophy in take
5 Dr. Arif Dowla 39 18-09-2000 retirement at
Director Mathematics
every Annual
M.A General
6 Mr. Waliur Rahman Bhuiyan, OBE 57 Director ( Economics, DU & 04-11-2007 Meeting and
MBA) re-elect is
eligible as
Graduate in Graphics
7 Ms. Shusmita Anis Salam 42 Director 22-05-2000 seniority
Design, USA
8 Mr. Waliur Rahman 67 Director B.Sc (Hon’s & M.Sc 18-03-2001
Bachelor in Economics,
9 Mr. Wajed Salam 47 Director 18-03-2001
USA
Director
&
10 Ms. Sheema Abed Rahman 52 Post Graduate 18-03-2001
Company
Secretary
Page 55
Directors Involvement in other organization
Name of other company where the

Sl. No. Name Position
Director is involved
ACI Formulations Limited Chairman and Managing Director
ACI Salt Limited Director
ACI Foods Limited Director
ACI Pure Flour Limited Director
ACI Motors Limited Director
ACI Logistics Limited Chairman and Director
ACI Agrochemicals Ltd. Director
Stochastic Logic Limited Nominee of ACI Limited
Apex Leather Craft Limited Director
1 Mr. M Anis Ud Dowla Consolidated Chemicals Limited Chairman & Managing Director
Flyban Insecticides Limited Director
Premiaflex Plastic Limited Director
Creative Communications Ltd. Director
Intesa Communication Limited Director
Tetley ACI Bangladesh Limited Director
ACI Godrej Agrovet Pvt. Ltd. Chairman
Nominee of Consolidated
Pioneer Insurance Co. Ltd.
Chemicals Ltd.
Credit Rating Agency of Bangladesh Ltd. Director
ACI Formulations Limited Director
ACI Salt Limited Director
ACI Foods Limited Nominee of ACI Limited
ACI Pure Flour Limited Nominee of ACI Limited
ACI Motors Limited Nominee of ACI Limited
2 Mrs. Najma Dowla ACI Logistics Limited Nominee of ACI Limited
ACI Agrochemicals Ltd. Nominee of ACI Limited
Apex Leather Craft Limited Nominee of ACI Limited
Consolidated Chemicals Limited Director
Premiaflex Plastic Limited Director
ACI Salt Limited Managing Director
ACI Foods Limited Managing Director
ACI Pure Flour Limited Managing Director
ACI Motors Limited Nominee of ACI Limited
ACI Logistics Limited Nominee of ACI Limited
ACI Agrochemicals Ltd. Nominee of ACI Limited
Stochastic Logic Limited Managing Director
3 Dr. Arif Dowla
Consolidated Chemicals Limited Director
Premiaflex Plastic Limited Nominee of ACI Limited
Creative Communications Ltd. Nominee of ACI Limited
Intesa Communication Limited Director
Tetley ACI Bangladesh Limited Nominee of ACI Limited
ACI Godrej Agrovet Pvt. Ltd. Nominee of ACI Limited
Pioneer Insurance Co. Ltd. Nominee of ACI Foundation
Mutual Trust Bank Limited Nominee of ACI Limited
Page 56
Name of other company where the

Sl. No. Name Position
Director is involved
4 Ms. Shusmita Anis Salam Consolidated Chemicals Limited Director
5 Mr. Wajed Salam
Homeland Capital Corp. Director
Apex Tannery Limited Director
Grey Advertising (BD) Limited Director
Apex Enterprise Limited Director
6 Mr.Syed Manzur Elahi Apex Adelchi Footwear Limited Director
Apex Pharma Limited Director
Pioneer Insurance Company Limited Director
Mutual Trust Bank Limited Director
7 Ms. Sheema Abed Rahman Flyban Insecticides Limited Director
Apex Leather Craft Limited Director
Glaxo SmithKline Bangladesh Limited Director
BOC Bangladesh Limited Director
Renata Limited Director
Credit Rating Information & Services
Director
Limited (CRISL)
Central Depository Bangladesh Limited Director
Bangladesh Shilpa Rin Sangstha Director
Heidelberg Cement Bangladesh Limited Director
Mr. Md. Humayun Kabir Credit Rating Agency of Bangladesh
8 Director
Limited (CRAB)
Apex Tannery Limited Director
Dhaka Stock Exchange Limited Director
Standard Bank Limited Director
British American Tobacco Bangladesh
Director
Limited
National Tea Company Limited Director
Aramit Group Chairman
ICB Capital Management Limited Chairman
Mr. Waliur Rahman BOC Bangladesh Limited Director
9
Bhuiyan, OBE Rajbari Enterprise Limited Director
10 Mr. Waliur Rahman N/A N/A
Page 57
FAMILY RELATIONSHIP AMONG DIRECTORS
Position in the
Sl. No. Name Director Relation
Company
Mrs. Najma Dowla Wife Shareholder,

Dr. Arif Dowla Son Director, Managing
1 Mr. M Anis Ud Dowla
Ms. Shusmita Anis Salam Daughter Director and
Chairman
Mr. Wajed Salam Son-in-law
Mr. M Anis Ud Dowla Husband
Dr. Arif Dowla Son Shareholder
2 Mrs. Najma Dowla
Ms. Shusmita Anis Salam Daughter and Director
Mr. Wajed Salam Son-in-law
Mr. M Anis Ud Dowla Father
Mrs. Najma Dowla Mother Shareholder
3 Dr. Arif Dowla
Ms. Shusmita Anis Salam Sister and Director
Mr. Wajed Salam Brother–in-law
Mr. M Anis Ud Dowla Father
Shareholder
4 Ms. Shusmita Anis Salam Mrs. Najma Dowla Mother
and Director
Dr. Arif Dowla Brother
Mr. Wajed Salam Husband
Shareholder
5 Mr. Wajed Salam Mr. M Anis Ud Dowla Father-in-law
and Director
Mr. M Anis Ud Dowla Uncle
Mrs. Najma Dowla Aunt Shareholder

6 Mr. Waliur Rahman
and Director
Dr. Arif Dowla Cousin
Ms. Shusmita Anis Salam Cousin
FAMILY RELATIONSHIP AMONG TOP OFFICERS
Sl No. Name Position Relation

1 Mr. M Anis Ud Dowla Chairman Father of Dr. Arif Dowla , Managing Director,
ACI Limited
2 Dr. Arif Dowla Managing Director Son of Mr. M Anis Ud Dowla, Chairman, ACI
Limited
Page 58
Short Description of the Directors:
Mr. M Anis Ud Dowla
Mr. Dowla, the Chairman of ACI Limited, is one of the most eminent business personalities in Bangladesh. He has
maintained a high profile and has provided leadership to business community in different capacities. Mr. Dowla served in
the British Oxygen Group of UK in Pakistan, Bangladesh and Kenya for 27 years, including 12 years as Managing
Director of Bangladesh Oxygen Limited. In 1987, he became the Group Managing Director of ICI Bangladesh
Manufacturers Limited.
With experience gathered while working with British Multi-nationals for over 32 years, Mr. Dowla has continued to
maintain the multinational culture and management style in ACI, with special emphasis on quality, productivity and
customer services.
Mr. Dowla was the President of Metropolitan Chamber of Commerce & Industry for three terms in 1975, 1976 & 1977
and the President of Bangladesh Employees Federation for four terms in 1976, 1977, 1994 and 1995.
Mr. M Anis Dowla was exposed to lots of international training programme.
Ms. Najma Dowla

Mrs. Najma Dowla joined ACI Limited as Director on 6 January 1996. She is also Director of Consolidated Chemicals
Limited, ACI Salt Limited, Stochastic Logic Limited, Premiaflex Plastics Limited, ACI Pure Flour Limited, ACI Foods
Limited, ACI Motors Limited, Creative Communication Limited and Apex Leather Craft Limited. She is the wife of Mr.
M Anis Ud Dowla.
Dr. Arif Dowla
Dr. Arif Dowla took over the charge of Managing Director of ACI Limited in June 2005. Previously, he was the Deputy
Managing Director of the same company. He is also the Vice Chairman of Mutual Trust Bank and Board member of
Pioneer Insurance Company Limited. He obtained PhD degree in Mathematics from the University of California, San
Diego. He is also a member of the American Mathematical Society. His doctoral dissertation was on non-stationary
stochastic processes, which is a field of study related to probability theory and statistics.
Dr. Dowla was exposed to lots of international training program. He is the son of Mr. M Anis Ud Dowla.
Ms. Shusmita Anis Salam
Ms. Salam is a Graphic Designer in profession and settled in U.S.A. She was inducted as Director in ACI Limited in the
year 2000. She is the daughter of Mr. M Anis Ud Dowla.
Mr. Wajed Salam
Mr. Salam is engaged in real estate business in USA. He was inducted as Director in ACI Limited in the year 2001. He is
the son-in-law of Mr. M Anis Ud Dowla.
Mr. Syed Manzur Elahi
Mr. Elahi joined ACI Limited as director on May 24, 1997. He was the founder Chairman of Mutual Trust Bank Limited.
He has made significant contribution in various industrial & business enterprises including banking. He completed his
M.A. in Economics from University of Dhaka. Mr. Elahi is the Chairman of Bangladesh Association of Banks, Vice
Chairman, Bangladesh Association of Publicly Listed Companies and Director of ACI Limited.
He was appointed as Advisor to the Caretaker Government of Bangladesh twice for his leadership qualities and
professionalism. He is the founder Chairman of Apex Tannery Group, Pioneer Insurance Co. Limited, Grey Advertising
(Bangladesh) Ltd., President of East West University and Director of International Chamber of Commerce, International
Publications Ltd. He was the director of Bangladesh Bank, Sonali Bank Limited, Bangladesh Krishi Bank Limited,
Export Promotion Bureau and Metropolitan Chamber of Commence & Industry. Besides being an eminent industrialist
Page 59
and businessman, Mr. Elahi is the Honorary Counselor of the Republic of Belgium in Bangladesh. A widely traveled man
in connection with business and industrial establishments Mr. Elahi was awarded “Business Executive of the year 2000”
by the American Chamber of Commerce in Bangladesh and later “Business Person of the Year” award sponsored by DHL
and The Daily Star.
Ms. Sheema Abed Rahman
Mrs. Rahman joined the Company in the year 1987. Prior to joining ACI, she worked for British American Tobacco
Bangladesh (BAT) for 14 years. During the 35 years of service, her major contribution is in Human Resource
Management. She has done her Bachelor of Arts from Dhaka University with Post Graduation in Human Resource
Management. She is also a fellow member of the Institute of Chartered Secretaries and Managers of Bangladesh. She was
inducted in the Board as a Director in the year 2001.
Mr. Waliur Rahman Bhuiyan, OBE
Mr. Bhuiyan joined ACI Limited as Director as November 4, 2007. He is currently the Managing Director of BOC
Bangladesh Limited. Mr. Bhuiyan has been appointed Honorary Officer of the most excellent order of the British Empire,
OBE in 2007.
He is an active member of the business community and sits on the Boards of the Chittagong Stock Exchange, the
International Chamber of Commerce and Bangladesh Employees Federation. He was also the former President of the
Foreign Investors’ Chamber of Commerce and Industry (FICCI) of Bangladesh (1999-2003). He is regarded as a
magnificent “ambassador” for Bangladesh, Britain and the business community.
Mr. Md. Humayun Kabir
Mr. Humayun Kabir is holding the position of Managing Director of ICB (Investment Corporation of Bangladesh). He
has served in the Glaxo SmithKline Bangladesh Limited, Bangladesh Shilpa Rin Shangstha, Dhaka Stock Exchange
Limited and other many organizations as Director and Aramit Group and ICB Capital Management Limited as Chairman.
He also performed training in different subject and topics both locally and internationally.
Mr. Waliur Rahman
Mr. Waliur Rahman has a long career in different organizations. His last position served in Bangladesh before leaving for
Canada was Managing Director of Social Marketing Company (SMC).
CIB REPORT
Neither Advanced Chemical Industries Limited (ACI) nor any of its directors or shareholders who hold 5% or more
shares in the paid up capital of the issuer is loan defaulter in terms of the CIB Report of Bangladesh Bank.
Description of senior executives and department heads
Sl. Date of
Name Position Education Department Experience
No. joining
Chief Doctor of Director from 2000 and
Dr. Arif
1. Executive 18-09-2000 Philosophy in Board of Directors became Managing
Dowla
Officer Mathematics Director in 2005
Agribusiness, Crop
Care & Public
Executive Doctor of Health, Cropex, Working as Head of
Dr. F H
2. Director, 01-03-1995 Philosophy in Livestock & the Agri SBU from its
Ansarey
Agribusinesses Ecology Fisheries, Fertilizer, inception
Motors Seeds,
Plastics
Page 60
Working as Head of
ACI’s Pharmaceuticals
Chief Business which
Mr. M
Operating Pharmaceuticals encompasses
3. Mohibuz 16-10-2003 B.Sc & MBA
Officer, Business& Export manufacturing and
Zaman
Pharma marketing of
Pharmaceutical
products and its exports
Working as Head of
ACI’s Consumer Brand
Executive Consumer Brands,
Business which
Mr. Syed Director, Salt, Pure Flour,
4. 01-01-1998 includes manufacturing
Alamgir Consumer MBA Foods, Lights
and marketing of all
Brands business
Consumer products
under ACI’s name.
Responsible for
managing entire
Mr. Chief Finance & Planning,
financial matters
5. Muallem A Financial 01-06-2005 FCA Commercial, Income
including Commercial
Choudhury Officer Tax
& Planning activities of
ACI Ltd.
Sits in the board as
Ms. Sheema Human Resource, well as responsible for
Company
6. Abed 04-10-1987 Post Graduate Admin, Training, HR, company secretary
Secretary
Rahman MIS and distribution
function of ACI Ltd.
INVOLVEMENT OF DIRECTORS AND OFFICERS IN CERTAIN LEGAL PROCEEDINGS

No director or officer of the Company was involved in any of the following types of legal proceedings in the last ten
years:
(a) Any bankruptcy petition filed by or against company of which any officer or director of the issuer company
filing the prospectus was a director, officer or partner at the time of the bankruptcy.
(b) Any conviction of director, officer in a criminal proceeding or any criminal proceeding pending against him.
(c) Any order, judgment or decree of any court of competent jurisdiction against any director, officer, permanently
or temporarily enjoining, barring, suspending or otherwise limiting the involvement of any director or officer in
any type of business, securities or banking activities.
(d) Any order of the Securities and Exchange Commission, or other regulatory authority or foreign financial
regulatory authority, suspending or otherwise limiting the involvement of any director or officer in any type of
business, securities or banking activities.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Transaction with related parties
Neither any proposed transaction nor had any transaction during the last two years, between the issuer and any of the
following persons:
(a) Any director or executive officer of the issuer;
(b) Any director or officer;
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(c) Any person owning 5% or more of the outstanding shares of the issuer;
(d) Any member of the immediate family (including spouse, parents, brothers, sisters, children, and in-laws) of any of
the above persons.
(e) Any transaction or arrangement entered into by the issuer or its subsidiary for 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 prospectus.
(f) Any loan either taken or given from or to any director or any person connected with the director, any loan 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.
Directors' facilities
The Directors and Chairman of Advanced Chemical Industries Limited (ACI) does not enjoy any facilities other than
annual salary as under.
Serial
Name of the sponsor/ promoters Nature of Transaction Amount (Tk.)
No
01 Mr. M Anis Ud Dowla Remuneration 8,513,430
02 Dr. Arif Dowla Remuneration 5,210,040
03 Mrs. Sheema Abed Rahman Remuneration 2,292,557
EXECUTIVE COMPENSATION
Remuneration paid to top five salaried officers
Sl. No. Name Designation 2008

Annual Remuneration
(in Tk)
1. Mr. M Anis Ud Dowla Chairman 8,513,430
2. Dr. Arif Dowla Managing Director 5,210,040
3. Mr. M Muhibuz Zaman Chief Operating Officer, Phrama 3,535,560
Executive Director, Consumer

4. Mr. Syed Alamgir 3,071,880
Brands
Executive Director, Finance and
5. Mr. Muallem A Choudhury 2,953,890
Planning
Aggregate amount of remuneration paid to all directors & officers
2008
Group
Taka
Directors’ Remuneration 13,723,470
Officers
430,351,850
salaries, benefits & bonuses including management emoluments
Remuneration paid to directors who was not an officer of the company
The company did not pay any remuneration to any Director who was not an officer during the last accounting year.
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Future compensation to Directors or Officers
There is no contract with any director or officer for future compensation.
Pay increase intention
Company always reviews the individual and general price index of the country and carries out compensation survey as a
regular basis. Based on the comprehensive survey and following the approval grading structure and alleging this with the
Company’s affordability increment of salary is given in July every year.
OPTIONS GRANTED TO OFFICERS, DIRECTORS AND EMPLOYEES

The company has not granted any option to directors, officers or employees.
TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM
(a) The Director and subscribers to the memorandum have not received any benefits except remuneration, directly
or indirectly during the last five years. The issuer also has not received any assets, services or other consideration
from its Directors and subscribers to the memorandum except fund against allotment of shares.
(b) No assets were acquired from the subscribers to the memorandum.
Tangible Net Assets per Share

(As per audited accounts as at 31.12.2008)
Particulars Taka
Paid-up Capital 161,700,000
Share Premium 250,022,474
Capital Reserve 1,671,386
Revaluation Surplus 303,147,632
Retained Earnings 1,488,114,482
Net Asset 2,204,655,974
Less: Intangible Asset -
Tangible Net Asset 2,204,655,974
Total Ordinary Share 16,170,000
Tangible Net Assets per share 136.34
OWNERSHIP OF THE COMPANY’S SECURITIES AS ON 31 DECEMBER 2008
Composition of Shareholders
Sl No. Status of Shareholder No. of Shares Holding (%)

1 Directors/Sponsors 5,952,949 36.81
2 Institutions 6,059,149 37.48
3 General Shareholders 4,157,902 25.71
Total 16,170,000 100.00
List of Shareholders who owns 5% or more share of the company as on 31-12-2008
Sl. No. Name and Address No. of Shares Percentage of ownership

01 Mr. M Anis Ud Dowla 4,042462 25.00%
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02 ACI Foundation 1,334,190 8.25%
03 ICB Unit Fund 1,368,120 8.64%
Shares held by directors as on 31 December 2008
Sl. No. Name of the Directors No. of shares held % of share holding Present Position
1 Mr. M Anis Ud Dowla 4,042462 25% Chairman
2 Mrs. Najma Dowla 45,220 0.28% Director

3 Dr. Arif Dowla 185,153 1.15% Managing Director
4 Ms. Shusmita Anis Salam 1124 0.01% Director
Director &
6 Ms. Sheema Abed Rahman 8250 0.05%
Company Secretary
7 Mr. Syed Manzur Elahi 5850 0.04% Director
Total 26.53%
Securities owned by the officers

The list of employees who own shares of the company as on 31 December 2008 are as follows:
Sl. Percentage of
Name and Address Designation No. of Shares
No. ownership
Mr. M Anis Ud Dowla Chairman 4,042462 25%
01
02 Dr. Arif Dowla Managing Director 185,153 1.15%
Director & Company
03 Ms. Sheema Abed Rahman 8,250 0.05%
Secretary
Director, Business
04 Mr. Towfiqur Rahman 329,150 2.03%
Development
05 Other employees as a group 688 0.004%
Page 64
Net Asset Value
Net Asset Value (NAV) per share is calculated based on book Value of Company’s net Assets. This is determined on the
basis of the figures appearing in the audited balance sheet as at 31 December 2008.
Sl. No. Particulars Amount in Taka

1. Fixed assets 1,122,853,227
2. Capital work in progress 135,098,300

3. Investments 670,267,741
4. Current Assets 4,986,884,853
Total Assets (A) 6,915,104,121
1. Long term Liabilities 309,663,981

2. Current Liabilities 4,400,784,166
Total Liabilities (B) 4,710,448,147
Net Asset (A-B) 2,204,655,974
Number of Ordinary Shares 16,170,000
Net Assets Value per Share 136.34
The Net Assets Value (NAV) is also equivalent to the shareholders’ equity which is detailed below:
Sl. No. Particulars Amount in Taka

1. Paid-up Capital 161,700,000
2. Share Premium 250,022,474
3. Capital Reserve 1,671,386
4. Revaluation Surplus 303,147,632
5. Retained Earnings 1,488,114,482
Total Shareholders’ Equity 2,204,655,974
Number of Ordinary Shares 16,170,000
Net Assets Value per Share 136.34
Page 65
MARKET FOR THE SECURITIES BEING OFFERED
The issuer shall apply to the following two Stock Exchanges within 7 (seven) working days from the date of consent
accorded by the SEC to issue the prospectus:
Dhaka Stock Exchange Limited

9/F, Motijheel C/A,
Dhaka-1000
and
Chittagong Stock Exchange Limited

CSE Building, 1080 Sk Mujib Road,
Agrabad, Chittagong-4100
Declaration about listing of shares with the stock exchange(s)
None of the stock exchanges(s), if for any reason, grants listing within 75 days from the closure of subscription, any
allotment in terms of this prospectus shall be void and the company shall refund the subscription money within fifteen
days from the date of refusal for listing by the stock exchanges, or from the date of expiry of the said 75 (seventy five)
days, as the case may be.
In case of non-refund of the subscription money within the aforesaid fifteen days, the company directors, in addition to
the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate
of 2% (two percent) per month above the bank rate, to the subscribers concerned.
The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions and
submit compliance report thereon to the Commission within seven days of expiry of the aforesaid fifteen days time
allowed for refund of the subscription money.
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.
DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED
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 Association of the company. All
shareholders shall have the usual 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 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 in terms of the guidelines issued by the SEC from time to time.
Conversion and liquidation rights
In terms of 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 or person of unsound mind.
Page 66
Dividend policy
(a) The profit of the Company, subject to any special right relating thereto created or authorized to be created by the
Memorandum 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 large 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 judgment 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) No limitation in payment of dividend is stipulated in any debt instrument or otherwise.
Other rights of stockholders
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 transferable. The Company shall not charge any fee, other than Government duties
for registering transfer of shares. No transfer shall be made to a minor or person of unsound mind.
The Directors shall present the financial statements as required under the law & International Accounting Standard.
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 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 un audited, 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.
DEBT SECURITIES
The company has not issued or is planning to issue within next six month any debt security except the proposed ZCB.
Description of ZCB is as follows:
GENERAL CONCEPT ON ZERO COUPON BOND

When a company, private or public Corporations or Banks (or government) wishes to borrow money from the public on a
long-term basis, it usually does so by issuing or selling debt securities that is generally called bonds. A bond is normally a
fixed interest-bearing debt instruments, meaning that the borrower will pay the interest on predetermined time schedules
but the principal will be repaid at the end of the debt period i.e. on maturity. The amount that will be repaid at the end of
the debt period is called the bond’s face value or par value. The number of years until the face value is paid is called the
bond’s time to maturity. Once the bond has been issued, the number of years to maturity declines as time goes by.
Zero Coupon Bond
Zero Coupon Bond is a debt security that doesn't pay interest (a coupon) but is traded at a deep discount, rendering profit
at maturity when the bond is redeemed for its full face value. This is a type of bond that makes no coupon payments but
instead is issued at a considerable discount to par value i.e bond is issued at discounted price and redeemed at face value;
the difference of which is income from investment in bond. For example, incase of ACI 20% Convertible Zero Coupon
Bonds with a BDT 1,000 face value and 5 years to maturity is issued at BDT 607; the investor will be paying BDT 607
today for a bond that will be worth BDT 1,000 after 5 years.
Page 67
In contrast, an investor who holds a regular coupon bearing bond receives income from coupon payments, which are
usually made semi-annually. The investor also receives the principal or face value of the investment when the bond
matures.
Convertible Bond
As the name implies, convertible bonds, or converts, give the holder the option to exchange the bond for a predetermined
number of shares of the issuing company. When first issued, they act just like regular corporate bonds, though with a
slightly lower interest rate. Because convertibles can be changed into stock and thus benefit from a rise in the price of
the underlying stock, companies offer lower yields on convertibles.
Zero-Coupon Convertible Bond
A zero-coupon convertible bond is a bond that has an additional convertibility option beside all other features of a regular
zero-coupon bond. Usually it is issued by a company that can be converted into that company’s common stock.
Conversion Strike Price
The conversion strike price (also called the conversion ratio) determines how many shares can be converted from each
bond. This can be expressed as a ratio or as the conversion strike price, and is specified in the indenture along with other
features and provisions.
ACI 20% Convertible Zero-Coupon Bonds
ACI 20% Convertible Zero Coupon bonds at a glance
A. Issuer: ACI Limited
B. Issue size: Tk. 1 Billion, the face value of which is Tk. 1.34 Billion
C. Major features
Zero Coupons: No interest will be payable on periodical basis. Bonds will be issued at discounted value (Tk.
3,743 per lot) but will be payable at face value (Tk. 5,000 per lot). The difference between the issue price and
repayment value (Tk. 1,257) will be redemption income to the bondholders.
Effective rate of return (discount rate): 10.5% pa excluding tax exemption benefits and capital gain from
conversion.
Selling units:
o Total number of bonds to be issued : 1,335,850 ( the face value of each bond is Tk. 1,000)
o Total number of lots: 267,170 ( the face value of each lot is Tk. 5,000 and issue value is Tk. 3,743)
Formation of Lot:
The face value of each bond will be Tk. 1,000 and five bonds will be bundled together to make a lot; that is each
lot will be consisted of five bonds (five series) with five different maturity dates ranging from 1 year to 5 years.
Maturity and redemption
Five bonds in a lot will have five different maturity dates i.e. at the end of each year one bond from a lot will
mature.
At maturity of each respective bond, redemption will be made at cash to the extent of 80% and rest 20% will
be converted into ordinary shares of ACI Limited. However the bondholders will have option to redeem 100
% in cash.
Page 68
The strike price to convert bonds into ordinary share will be the net asset value per share as per the last
annual audited accounts + 10% premium on net asset value.
Tradability: Will be listed in the DSE and CSE and freely transferable.
Tax exemption: As per Clause 40 of the amended sixth schedule of Income Tax Ordinance No. XXXVI of 1984
published on Bangladesh Gazette Dated June 30, 2008, the redemption income to the bondholders is fully tax
exempted except banks, insurance and financial institutions.
D. Bond schedule for each lot:
∗Effective Redemption
Maturity Redemption
Series Terms Issue Price Face value rate of 80% 20%
date income
return Cash Share
After 1
1 1 year 905 1,000 95 10.50 800 200
year
After 2
2 2 year 819 1,000 181 10.50 800 200
year
After 3
3 3 year 741 1,000 259 10.51 800 200
year
After 4
4 4 year 671 1,000 329 10.49 800 200
year
After 5
5 5 year 607 1,000 393 10.50 800 200
year
Total Tk. 3,743 Tk. 5,000 Tk. 1257 10.5% 4,000 1,000
* This rate of return is excluding tax exemption benefits and capital gain from conversion.
E. The return of bondholders will be comprised of the following three components:

Redemption income; the difference between issue price and the face value.
Tax exemption benefits; grossing up tax benefits.
Capital gain from conversion; the difference between strike price and market price.
Details of ACI 20% Convertible Zero Coupon Bond
Bond Redemption Schedule:
ACI ZCB MATURITY SCHEDULE

Assumptions
Total Issue Size BDT 1,000,017,310 Discount Rate
Total Face Value BDT 1,335,850,000 Year 1 10.50%
Total number of unit 1,335,850 Year 2 10.50%
Total number of lot 267,170 Year 3 10.51%
First Maturity Year 1 Year 4 10.49%
Final Maturity Year 5 Year 5 10.50%
Page 69
Holding
Gain
Period
ZCB Issue Face Unit to be Total Issue Total Face without
Yield
Maturity Price/Unit Value/Unit Issued Price Value Conversion
(H)=
(A) (B) (C) (D) (E) =(B) х (D) (F)=(C) х (D) (G) = (F) –
{(F/G)^(1/
(E)
A)}-1
1 year 905 1,000 267,170 241,788,850 267,170,000 25,381,150 10.50%
2 year 819 1,000 267,170 218,812,230 267,170,000 48,357,770 10.50%
3 year 741 1,000 267,170 197,972,970 267,170,000 69,197,030 10.51%
4 year 671 1,000 267,170 179,271,070 267,170,000 87,898,930 10.49%
5 year 607 1,000 267,170 162,172,190 267,170,000 104,997,810 10.50%
Total 3,743 5,000 1,335,850 1,000,017,310 1,335,850,000 335,832,690
Convertibility Option:
The investors have the option of redeeming the entire face value of the bond in cash upon maturity or can redeem 80% in
cash and convert 20% of the bond value in the common stock of the company.
Redemption procedure
1. The bondholders whose name will appear in the register at record date will be eligible to get the redemption. Record
date means the date at which a bond shall mature.
2. Bondholders who do not want to exercise the option of convertibility should communicate issuer his or her intention
within 5 working days from record date i.e. the intimation not to exercise the convertibility shall reach to the Issuer
by 5 working days of record date. The intimation shall reach to the issuer address i.e. Bond Department, ACI Centre,
245, Tejgaon I/A, Dhaka-1208.
3. The issuer after getting the intimation shall prepare the list of eligible bondholders who want to exercise the
convertibility option within next 5 days from the last date of intimation and shall determine the equivalent number of
convertible shares within that period based on the agreed formula (striking factor).
4. If any bondholder gets fraction or odd lot number of shares, the fraction or odd lot shares shall be credited to
Suspense Account as per Rule and shall be sold by the Issuer within following 3 working days from the date of
finalization of convertibility calculations.
5. The issuer shall then credit the convertible shares into the bondholders’ accounts who shall get either full lot and the
sale proceeds of fraction or odd lot shares which will be distributed within next 7 days through issuing share warrant.
By Lot it is meant that the ACI lot of 50 shares
6. On the other hand, 80% of the redemption value shall be paid by the issuer through warrant within 15 days from the
record date. The bondholders who do not want to exercise the convertibility option shall get also 100% redemption
value within 15 days from record date.
Page 70
Early redemption
Subject to reasonable interpretation to the bondholders, the issuer may use the option of redeeming one or more series of
the bonds before the maturity at regular redemption date. The early redemption can only be exercised at any agreed
redemption date. If the issuer wishes to exercise this option, the immediate past matured bond shall be redeemed as per
the declared formula and next series of bonds can only be redeemed early with a premium @ 0.3% on Principal and plus
accumulated interest (accrued for the rest of the bond series) at early redemption date. The early redemption value shall
be paid in cash fully. However the issuer shall communicate the early redemption information to the bond holders at least
3 months before the exercise date.
Transferability
The ACI Convertible Zero coupon bond will be freely transferable from day one and the security will be traded in both
the exchanges through electronic device of CDBL.
Lock-In Provision
As per notification SEC/CMRRCD/2009-193/Admin/03-33 dated 09 July 2009 issued by the SEC none of the placement
holders will be under lock-in except sl no. 08 of individual investors being one of the sponsors of the company.
Facility Arranger & Trustee

Industrial and Infrastructure Development Finance Company (IIDFC) Limited
Conversion Strike Price & Method
The Conversion Strike Price will be 1.1 times net asset value per share at the end of last financial year, determined
through annual audited financial accounts. Investors will receive exactly the amount of shares derived by dividing
Convertible Value (at the end of each maturity) by Conversion Strike Price. The formula will be as follows:
Conversion Strike Price = NAV per share as per last annual audited financial statements X 1.1
Convertible Value = 20% face value of the ZCB at each maturity
Convertible Value of the Bond / Conversion Strike Price
Odd lot and fractional amount of shares will be paid through warrant on disposal at prevailing market price.
Conversion date
Conversion date will be same as the Principal Payment Date at the end of each maturity.
Security Features
ZCBs are without any charge creation over any fixed and floating assets of the company. The bonds will be the
subordinated to the bank liabilities against parri passu sharing agreement on the hypothecated book debts and stocks of
the company and a separate agreement on the plant and machinery.
However, the trustee shall act for the benefit of the bondholders. To avoid any event of default, the issuer shall
o Transfer of the redemption fund to bond redemption account before 15 days of each maturity date.
o Provide post dated cheques equivalent to the total face value of the ZCBs to the trustee as security,
for the benefit of the Bondholder(s).
Page 71
• RATIONALE FOR INVESTING IN ACI 20% CONVERTIBLE ZERO COUPON BOND
Zero-coupon bond is an attractive product from the viewpoint of both the investors and issuers. Some of the salient
advantages of zero-coupon bond are as follows:
1. First Ranking Claim on Shareholders

Bonds are debt, whereas stocks are equity. This is the important distinction between the two securities. By
purchasing equity (stock) an investor becomes an owner in a company. Ownership comes with voting rights and
the right to share in any future profits. By purchasing debt (bonds) an investor becomes a creditor to the
company. The primary advantage of being a creditor is that the investor has a higher claim on assets than
shareholders do: that is, in the case of bankruptcy, a bondholder will have the first charge on assets of the
company (except specific charges).
2. Convertibility Option
The investor has the option to convert 20% of the bond at face value in a predetermined conversion strike price.
The investor will execute the convertibility option assuming that the market value of ACI stock is higher than the
conversion strike price on the conversion date.
3. Short Term Volatility of the Stock Market

Bonds are appropriate particularly when investors cannot tolerate the short-term volatility of the stock market.
Bonds are perceived as more secured and stable investment as investors are assured of guaranteed return.
Therefore, for a fixed income earner it is more lucrative to invest in zero-coupon bond.
4. Extra Income Potential:

It leaves the investor with the option of earning more by converting 20% of the investment into common stocks
depending on the market condition. Due to high profit growth, the shares of ACI enjoys high market price.
5. Win-win situation-Tax free benefits

Government of Bangladesh is promoting the bond market as an alternate source of investment for infrastructure
projects and as such tax exemption allowed to any income derived from Zero Coupon Bond received by a person
other than bank, insurance or any financial institution under certain prescribed conditions. Consider the case of a
corporation and other investors that invests in ACI 20% Convertible ZCB and the scenario will be as below:
Yield = Discount Rate of ZCB /

Particulars Tax Rate
(1- Tax Rate)
Limited Company 37.50% 16.80%
Individuals 25.00% 14%
10.5% since Tax exemption not
Banks/FIs/Insurances 45.00%
allowed
Even if GOB changes the regulations there would be no retrospective effect on those ZCB’s issued under Clause
40 of the amended sixth schedule of Income Tax Ordinance No. XXXVI of 1984 published on Bangladesh
Gazette Dated June 30, 2008. This product is a win-win situation for both the investor and the issuer. Because
net return is guaranteed for the investors and on the other hand the issuer also gets fund in a competitive rate.
6. Strong Sponsors and Management Team

ACI is one of the emerging corporate houses in the country. They have a sound management structure with a
proven track record. Annual turnover of ACI Limited in the year 2008 was BDT 7,365 million.
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SCENARIO ANALYSIS OF INVESTING IN ACI ZCB
SCENARIO: 1- Return without conversion
If the market price of the ACI stock is equal or less than the strike price, Investors won’t exercise the convertibility
option. In that case the return from investment will be as follows:
ZCB Redemption
Issue Price/Unit Face Value/Unit Return
Maturity Income
1 year 905 1,000 95 10.50%
2 year 819 1,000 181 10.50%
3 year 741 1,000 259 10.51%
4 year 671 1,000 329 10.49%
5 year 607 1,000 393 10.50%
Total 3,743 5,000 1,257 10.50%
In the above example we have assumed that an investor will invest in single lot of ACI Convertible ZCB and he/she wont
exercise the convertibility option in that case the investors holding period yield will equal to the ZCB’s yield to maturity.
SCENARIO: 2- return with conversion
The bond has a convertibility option which is very much in the discretion of the potential investors. The investor will
exercise the convertibility option if the conversion strike price is lower than the prevailing market price of Ordinary
Share of ACI Limited during the conversion date.
Market Price assumption Mechanism
To forecast the market value of the ACI script, linear regression model (being conservative among…..) is used. The
dependent variable is market value and the independent variable is Net Asset Value (NAV). The regression model is:
Market Value = α + β X Net Asset Value + ε
= - 57.14 + 2.70 X Net Asset Value + 26.95
For selecting independent variable, three variables — Earning per Share (EPS), Net Asset Value (NAV), and Price
Earning Ratio (P/E) — are considered. The correlation between Market Value with EPS, NAV, and P/E ratio is 0.99,
0.86, and 0.05 respectively. It shows that EPS & NAV has the strong relationship with Market Value and very weak
relationship with P/E ratio. The covariance between Market Value with EPS, NAV, and P/E Ratio is 2886.35, 503.64, and
6.39 respectively. P/E ratio shows lower covariance with Market Value of ACI share scripts although both EPS and NAV
shows a high covariance value. However, except NAV (t = 2.46, tcrit 2-tail = 2.57) no statistically significant
relationship found with Market Value out of the three independent variable. Thus, NAV is selected as independent
variable based on the result of all statistical indicators.
Conversion Mechanism
The Conversion Strike Price will be 1.1 times net asset value per share at the end of financial year. Investors will receive
exactly the amount of shares derived by dividing Convertible amount (at the end of each year) by Conversion Strike
Price. The formula will be as follows:
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Convertible amount of the Bond / Conversion Strike Price

Fractional amount of shares and odd lot of shares will be paid in cash at existing market price.
Year 1 Year 2 Year 3 Year 4 Year 5

Expected Net Asset Value
164.8 178 197.2 225.5 266.8
(Previous Year)
Strike Price = 1.1 times NAV 181.2 195.8 217 248 293.4
Expected Market Price 415 453 510 588 702
Note: Expected net assets value is shown as per Five year’s financial projection prepared by the management of ACI
Total
Redemption Expected Capital gain from Conversion Income= Present
Expected No. of MV of Redemption Value of
Redemption Market Expected Convertible Convertible income + Total Expected
Series Issue Price Face Value 80%- Cash 20%- Share Income Price NAV Strike Price share shares Capital gain Capital gain Income return (%)
1 905 1,000 800 200 95 415 164.8 181.2 1.1 457.9 257.94 352.94 319.4 35.29%
2 819 1,000 800 200 181 453 178 195.8 1 462.7 262.67 443.67 363.35 44.37%
3 741 1,000 800 200 259 510 197.2 217 0.9 470.1 270.12 529.12 392.17 52.92%
4 671 1,000 800 200 329 588 225.5 248 0.8 474.1 274.12 603.12 404.53 60.29%
5 607 1,000 800 200 393 702 266.8 293.4 0.7 478.5 278.45 671.45 407.57 67.15%
Total 3,743 5,000 4,000 1,000 1,257 2,668 1,032.30 1,135.50 4.5 2,343.30 1,343.30 2,600.30 1,887.03 50.41%
Considering the above analysis it revealed that the bondholder is enjoying the convertibility option because the market
value of ACI stock was significantly higher than the conversion strike price on the maturity/conversion date of the bond.
Trustee
Industrial and Infrastructure Development Finance Company Limited (IIDFC) a non-banking financial institution
duly incorporated in Bangladesh under the Companies Act of 1994, having its registered office at Metropolitan
Chamber Building (6th & 7th Floor), 122-124, Motijheel C/A, Dhaka, Bangladesh, hereby declares and confirms that
it is going to act in the capacity of a trustee with the execution of this Trust Deed subject to the power, provisions,
agreements and declarations herein contained. The Trustee shall act for the benefit of the Bond Holders by ensuring
full repayment on each bond maturity.
Objects of the Trust

i) The Trust has been created with the following objects:
a. To monitor the financial position of the Issuer for the exclusive benefit of the Beneficiaries subject to the
Trustee’s obligation to safeguard the interest of the said Beneficiaries.
b. To monitor any material adverse change in the business environment that could jeopardize the interests of the
Beneficiaries.
c. To monitor Issue Proceeds Account and such other accounts as it deems necessary in the name of the Issuer with
a scheduled Bank and in respect of the amount received from the purchase of bonds.
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d. To monitor any changes in the relevant legislation that could hamper the interests of the Bondholders.
e. To take reasonable steps to ensure that the Issuer is complying with all the relevant regulatory bodies. e.g. SEC,
Bangladesh Bank, NBR.
f. To monitor and check if there is any litigation or potential threat of litigation that could adversely affect the
interests of the Beneficiaries. To monitor if there are any insolvency proceedings or a potential for such
proceedings against the Issuer that would hamper the interests of the Beneficiaries.
g. To ensure that there are no changes in the Memorandum and Articles of the Issuer Company without prior
notification to the Trustee.
h. To ensure that there are no changes in the * Sponsors share structure of the Issuer company without prior
notification to the Trustee.
i. To call any meetings of the Bondholders and to facilitate the proceedings of such meeting as it deems
appropriate in accordance to the terms set forth in Schedule A attached herewith.
j. To implement, give effect and facilitate the terms and conditions of deeds and Transaction Documents between
the Issuer and the Trustee or between the Trustee and the Bondholders.
k. To do all such other acts, deeds and things as may be necessary and incidental to the above objects unless such
acts require the prior consent of the Bondholders in accordance to the terms herein.
ii) The Trust shall not carry out any other commercial activity other than that permitted above for the Benefit of the
Bondholders.
TRUSTEE’S POWERS AND LIABILITIES
The Trustee shall be absolutely vested with the general superintendence, direction and management of the affairs of the
Trust and shall and have all powers, authorities and discretion to perform the objects of the Trust and all powers
appurtenant to or incidental to the purpose of the Trust, subject to the provisions of this Trust Deed.
Without in any way limiting the generality of the powers, authorities and discretion conferred by and referred to above,
the Trustee shall have the following powers:
(a) shall have the right to receive any information regarding the business operation of the Issuer and to seek
any information or financial statements from time to time;
(b) to collect all money due to the Trust and acknowledge and give effectual and valid receipts and
discharges for the same;
(c) to exercise all rights and remedies and take all consequential action under various agreements
pertaining to bonds;
(d) to institute, conduct, defend, compound, settle, withdraw or abandon any legal proceedings in the name
of the Trust or the Trustee and to submit any proceedings or differences for settlement by arbitration (if
required);
(e) to compromise, settle or abandon any debt or claim due to the Trust;
(f) to enter into all arrangements and contracts in relation to the objects of the Trust;
(g) to appoint brokers, advocates, auditors, solicitors, credit rating agencies, registrar, agents, valuers and
other persons for the purpose of fulfilling any of the objectives of the Trust;
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(h) to incur and pay all reasonable costs, charges and expenses incidental to the management,
administration and execution of the Trust;
(i) to sign, seal, execute, deliver and register all deeds, documents and assurances in respect of or relating
to the Trust and the due performance and execution of the purpose and objects hereof;
(j) to call for meetings in accordance to Schedule A attached hereto;
(k) generally do all acts, deeds, matters and things which are incidental or conducive to the proper exercise
of the power of the Trustee under the Trust Deed.
(l) On or before the execution date of this Deed of Trust, the Trustee is entitled to receive as security, for
the benefit of the Bondholder(s), post dated cheques the details of which are described in Schedule-C.
Duties of Trustee
(a) The Trustee shall ensure that all transactions are properly entered into in accordance with this Trust
Deed.
(b) The Trustee shall fulfill all its obligations under the agreements, deeds and writings executed or to be
executed by the Trustee in relation to the bonds
(c) The trustee shall monitor that the Issuer has maintained the Debt Service Reserve Account, which
means the account opened with a schedule bank by the issuer for building up and reserve of BDT
26,710,000 fifteen days prior to each maturity and duly made payments to the Bondholders within 15
(fifteen) business days of each maturity.
(d) The trustee shall reserve the right to notify in writing to the Issuer to make good any Events of Default
within 15 days (cure period) of its occurrence. Furthermore, if the Issuer fails to remedy any such
occurrence within the stipulated time then the Trustee shall be entitled to take legal action.
(e) Shall ensure that the Debt Service Reserve Account is established in the name of the Issuer prior to
issue of the bonds.
RIGHTS OF BONDHOLDERS
In addition to payment on the Bonds, bondholders may initiate meetings and actions to protect their interests as described
below:
Calling of Meeting
The Trustee may, at its discretion or in accordance to the terms of the Subscription Agreement or shall, on a requisition of
one or more of the Bondholders holding not less than 51% of the Face Value of all the current bonds convene a meeting
of the Bondholders. Provided that the Trustee shall hold such meeting at a date not more than five (5) Business Days after
it receives the requisition for convening such meeting. The meeting shall be held at such location as may be determined
by the Trustee.
Notice of Meetings
(a) A meeting of the Bondholders may be held by giving not less than five (5) Business Days’ notice in
writing.
(b) A meeting may be called on giving shorter notice than that specified in the foregoing clause, if consent is
accorded thereto by all the Bondholders holding at least 51% of the outstanding Bonds.
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(c) Every notice of a meeting shall specify the place, day and time of the meeting and shall contain a
statement of the business to be transacted thereat.
Notice of every meeting shall be given:
To every registered Bondholder:

If within half an hour from the time appointed for holding a meeting for the Bondholders, a quorum is not present, the
meeting, if convened on the requisition of the Bondholders, shall be dissolved but in any other case the meeting shall
stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time
and place as the Trustee may determine and if the adjourned meeting also a quorum is not present within half an hour
from the time appointed for holding a meeting, the Bondholders present shall form a quorum.
Chairman of Meeting
a. The nominee of the Trustee shall be the Chairman of the meeting and in his absence; the Bondholders present at the
meeting shall elect one of themselves to be the Chairman thereof on a show of hands.
b. If a poll is demanded on the election of the Chairman, it shall be taken forthwith by a show of hands exercising all the
powers of the Chairman under the said provisions.
c. If some other person is elected Chairman as a result of the poll, he shall be Chairman for the rest of the meeting.
Other persons entitled to attend and speak
The Trustee and their legal representatives and any director or officer of the Trustee hereof and any Director and the
secretary and the legal representative of the Issuer and any other person authorized in that behalf by the Trustee may
attend and speak at any meeting.
Resolution
a. Any decision requiring the approval of the Bondholders shall be deemed to have been taken if Bondholders holding
at least 51% of the Bonds then outstanding is present and voting at such general meeting in favor of such decision.
b. Provided that a resolution contained in one document or in several documents signed by Bondholders holding at least
51% of the Bonds then outstanding, shall be as valid and effectual as if it had been passed at a meeting of the
Bondholders called and held in accordance with these provisions.
c. At any meeting a resolution put to the vote shall be decided in the first instanced on a show of hands unless (before or
on the declaration of the result of the show of hands) a poll is demanded by the Chairman or by at least 51% of the
Bondholders; or by a Bondholder or Bondholders of at least one tenth of the aggregate Face value of the Bonds for
the time being outstanding, whichever is less, present in person or by proxy. Unless a poll is so demanded, a
declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried
by a particular majority shall be conclusive evidence of the fact.
d. Demand for a poll may be withdrawn any time by the person or persons who made the demand.
e. The demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than
the question on which a poll has been demanded.
Time of Taking Poll
a. A poll demanded on a question of adjournment shall be taken forthwith.
b. A poll demanded on any other question (not being a question relating to the election of a Chairman as provided in
Clause 4 hereof) shall be taken at such time not being later than forty eight (48) hours from the time when the
demand was made, as the Chairman may direct.
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Votes
a. At every such meeting each Bondholder present in person or by proxy shall on a show of hands, be entitled to one
vote only. In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at
which the show of hands takes place or at which the poll is demanded shall have a casting vote in addition to any
vote or votes which he may be entitled as a Bondholder or a Proxy.
Adjournment of Meetings
The Chairman may with the consent of any meeting at which quorum is present adjourn the same from time to time and
from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.
Power of Meeting of Bondholders
a. Without prejudice to any of the powers conferred upon the Trustee under any of the provisions of the Trust Deed, a
meeting of the Bondholders shall, inter alia, have the following powers exercisable in the manner hereinafter
specified in Clause 11 hereof:
i) Power to sanction any compromise or arrangement proposed to be made between the Issuer and the Bondholders.
ii) Power to assent to any modifications of provisions of the Trust Deed which shall be proposed or agreed to by the
Trustee and to authorize the Trustee to concur in and execute a supplemental trust deed or deeds embodying any such
modification.
iii) Power to remove the existing Trustee and to appoint new Trustee.
Mode of exercise of powers set out in foregoing Clause 10.

i) The powers set out in Clause 11 hereof shall be exercisable by a special resolution passed at a meeting of the
Bondholders duly convened and held in accordance with the provisions herein contained and carried by a majority
consisting of not less than 75% of the Bondholders voting thereat upon a show of hands or if a poll is duly demanded,
by votes consisting of not less than three fourths in value of the votes given on such poll in accordance with the
provisions of Clause 9 hereof, such resolution is hereinafter called “Special Resolution”.
ii) A meeting of the Bondholders may be held by giving not less than twenty-one (21) Business Days’ notice in writing.
Quorum for passing Special Resolution

The Quorum for any meeting convened for the purpose of passing a special resolution shall be Bondholders holding a
clear majority in value of the Bonds (51%) issued then outstanding present in person or by proxy.
Resolution binding on all Bondholders
A resolution special or otherwise passed at a meeting of the Bondholders duly convened and held in accordance with
these presents shall be binding upon all the Bondholders whether present or not present at such meeting and each of the
Bondholder and the Trustee shall be bound to give effect thereto accordingly.
EVENTS of DEFAULT
Not limited to the following, events of default will take place if any one of the following occurs:
1. if the Issuer fails to pay any sum due from it hereunder on the due date or on demand, if so payable;
2. if the Issuer ceases to carry on its business without prior notification to the Trustee;
3. if the Issuer changes Memorandum and/or Articles of Association without prior notification to the Trustee;
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4. if the Issuer utilizes any portion of the money raised through the issuance of the bonds for purpose other
than those for which the same are issued;
5. if a court order is made or special resolution is passed for winding up the Issuer company;
6. if the Issuer restricts the trustee to observe/perform its duties as stipulated in this agreement;
7. If the combined total of the issuer’s bank loan and bond’s outstanding balance is more than the value of the
chargeable assets of the issuer.
In case of default in payment by ACI the bondholders may initiate actions to protect their interest as described under
“Rights of bondholders “ in this prospectus.
Transferability
The Bond will have to be listed with the Stock Exchanges after obtaining necessary permission from the SEC and will be
freely transferable like the existing shares being traded in the stock market through electronic device of CDBL. Moreover,
Advanced Chemical Industries Limited (ACI) will meet all the conditions to get the ZCB listed with the Stock
Exchanges. It may be mentioned here that Shares of Advanced Chemical Industries Limited (ACI) are already listed with
Dhaka Stock Exchange and Chittagong Stock Exchange. Applications for the listing of the Bonds (ZCB) in both DSE and
CSE shall be made upon consent of the Commission.
REFUND OF SUBSCRIPTION MONEY
In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their RPO Application Forms
are maintained with any of the Bankers to the Issuer and other banks as mentioned below, refund amount of those
applicants will be directly credited to the respective bank account as mentioned in their RPO Application Forms.
Trust Bank Limited Standard Bank Limited

Mutual Trust Bank Limited Eastern Bank limited
Bank Asia Limited The City Bank Limited
ICB
One Bank Limited
Otherwise, refund will be made only through “Account Payee” cheque (s) with bank account number and name of bank &
branch as mentioned in the application payable at Dhaka or Chittagong, as the case may be. For this purpose the number
of the bank account along with name of bank and branch shall be clearly indicated in the securities application form.
SUBSCRIPTION BY AND REFUND TO NON-RESIDENT BANGLADESHI (NRB)
1. A Non-Resident Bangladeshi shall apply either directly by enclosing a foreign demand draft drawn on a bank payable
at Dhaka, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in
Taka, supported by foreign currency encashment certificate issued by the concerned bank, for the value of securities
applied for through crossed bank cheque marking “Account Payee only”.
2. The value of securities applied for by such person may be paid in Taka or US dollar or UK pound sterling or EURO
at the rate of exchange mentioned in the securities application form.
3. Refund against oversubscription shall be made in the currency in which the value of securities was paid for by the
applicant through Account Payee bank cheque payable at Dhaka with bank account number, Bank’s name and
Branch as indicated in the securities application form. If the applicants’ bank accounts as mentioned in their RPO
Application Forms are maintained with the Bankers to the Issue and other banks as mentioned above under “Refund
of Subscription Money”, refund amount of those applicants will be directly credited into the respective bank accounts
as mentioned in their RPO Application Forms.
Page 79
AVAILABILITY OF SECURITIES
The Offer
1. Bonds
Particulars No. of Bonds Amount (Tk.)
A. 10% of RPO of Bonds shall be reserved for Non Resident Bangladeshis 53,434 53,434,000
B. 10% of RPO of Bonds shall be reserved for Mutual funds and Collective
53,434 53,434,000
Investment schemes registered with the Commission
C. Remaining 80% of RPO of Bonds shall be opened for subscription by The
427,472 427,472,000
General Public.
Total 534,340 534,340,000
2. All securities as stated in sub -rule (1) shall be offered for subscription and subsequent allotment by the issuer,
subject to any restriction which may be imposed, from time to time, by the SEC.
3. In case of over-subscription under any of the categories mentioned in sub-rule (1), the issue manager shall conduct an
open lottery of all applications received under each category separately in accordance with the letter of consent
issued by the SEC.
4. In case of under subscription under any of the 10% categories mentioned in sub-rule (1), the un-subscribed portion
shall be added to the general public category and, if after such addition, there is over-subscription in the general
public category, the issuer and the issue manager shall jointly conduct an open lottery of all the applicants added
together.
5. In case of under subscription of the public offering, the un-subscribed portion of securities shall be taken up by the
underwriters.
6. The lottery as stated in sub-rule (3) and (4) shall be conducted in presence of representatives from the issuer, the
stock exchanges, and the applicants, if there be any.
Application for subscription
1. Application for bonds shall be made for a minimum lot for 5 Zero Coupon Bonds to the value of Tk. 3,743/- and
should be made on the ACI’s Printed Application forms. Application Forms and Prospectus may be obtained from
the Dhaka Office of the Company, members of the Dhaka Stock Exchange Ltd. and/ or Chittagong Stock Exchange
Limited or from the bankers to the Issue. In case adequate forms are not available, applicants may use photocopied /
cyclostyled / hand written/typed copies of the forms. Applications must not be for less than 5 Zero Coupon Bonds.
Any application not meeting this criterion will not be considered for allotment purpose.
2. Joint application form for more than two persons will not be accepted. In the case of joint application each party must
sign the application form.
3. Application must be in full name of individuals or limited companies or trusts or societies and not in the name of
firms, minors or persons of unsound mind. Applications from insurance, financial and market intermediary
companies must be accompanied by Memorandum and Articles of Association.
4. An applicant cannot submit more than two applications, one in his own name and another jointly with another
person which is applicable for both Non-Resident Bangladeshi (NRB) as well as other than Non-Resident
Bangladeshi Applicants. In case, an applicant makes more than two applications, those in excess of two
applications shall not be considered for allotment purpose.
5. Bangladeshi Nationals (including non-resident Bangladeshi Nationals residing abroad) and Foreign Nationals shall be
entitled to apply for bonds.
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6. Payment for subscription by investors other than Non -Resident Bangladeshi may be made to the said branches/office
of the banks mentioned below in Cash/Cheque/Pay Order/Bank Draft. The Cheque/Pay Order/Bank Draft shall be
made payable to the bank to which it is sent and be marked “Advanced Chemical industries Limited (ACI) .” and
shall bear the crossing “A/C Payee Only” and must be drawn on a bank in the same town of the bank to which
application form is deposited.
7. All completed application forms, together with remittances for the full amount payable on application, shall be
lodged by investors other than non-resident Bangladeshis with any of the branches of the Bankers’ to the Issue.
8. A Non-Resident Bangladeshi (NRB) shall apply against the IPO either directly by enclosing a foreign demand draft
drawn on a bank payable at Dhaka, or through a nominee (including a Bank or a Company) by paying out of foreign
currency deposit account maintained in Bangladesh, for the value of securities applied for. The value of securities
applied for may be paid in Taka, US Dollar or Euro or UK Pound Sterling at the Spot Buying (TT Clean) rate of
exchange prevailing on the date of opening of subscription. Refund against over-subscription of bonds shall be made
in the currency in which the value of bonds applied for was paid by the applicant. Bond Application Form against the
quota for NRB shall be sent by the applicant directly along with a draft or cheque to Advanced Chemical Industries
Limited at its corporate office. Copies of application Form and Prospectus shall be available with Bangladesh
Embassy/High Commission in USA, UK, Saudi Arabia, U.A.E., Qatar, Kuwait, Oman, Bahrain, Malaysia and South
Korea and web site of the SEC, Issuer Company, Issue manager, DSE and CSE.
9. The RPO subscription money collected from investors (other than Non-resident Bangladeshis) by the Bankers’ to the
Issue will be deposited to Eastern bank limited, Principal Branch, Account No: 01011230000042 with
Advanced Chemical industries Limited (ACI), for this purpose.
10. The subscription money collected from Non-resident Bangladeshis in US Dollar or UK Pound Sterling or EURO
shall be deposited to the following FC accounts:
Sl No. Name of the FC Accounts Account No. Bank & Branch Currency
1 Advanced Chemical Industries Limited 01013050004413 Eastern Bank Limited, US Dollar
Principal Branch
2 -do- 01013060000248 -do- GBP
3 -do- 01013070000127 -do- EURO
In the case of over-subscription of securities to the NRB applicants, refund shall be made by Advanced Chemical
Industries Limited out of the “FC Account for RPO”. Advanced Chemical Industries Limited has already opened the
aforesaid FC Accounts and shall close these FC Accounts after refund of over-subscription, if any.
An applicant cannot submit more than two applications, one in his/her own name and another jointly with another
person. In case an applicant makes more than two applications, all applications will be treated as invalid and will
not be considered for allotment purpose. In addition, whole or part of application money may be forfeited by the
Commission.
APPLICATIONS NOT IN CONFORMITY WITH THE ABOVE REQUIREMENTS AND THE INSTRUCTIONS
PRINTED ON THE APPLICATION FORM ARE LIABLE TO BE REJECTED.
Allotment
The company shall issue bond allotment letters to all successful applicants within 6 (six) weeks from the date of the
subscription closing date. At the same time, the unsuccessful applicants shall be refunded with the application money
within 6 (six) weeks from the closing of the subscription date by Account Payee Cheque/credit to the applicants bank
account without interest payable at Dhaka/Chittagong/Khulna/Rajshahi/Barisal/Sylhet, as the case may be. A compliance
report shall be submitted with the Commission within 7(seven) weeks from the date of closure of subscription.
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Underwriting of Bonds
Total size of the ZCB is BDT 1,335,850,000 in face value of which BDT 801,510,000 being 60% of the total issue has
already been subscribed through private placement as per consent of the SEC.
Issue Price Face Value

Number of Lots
Sl. No. Name of address of underwriters Amount(TK.) Amount(TK.)
underwritten
Bangladesh Mutual Securities Limited
1 Sharif Mansion (7th floor), 56-57 Motijheel 18,410 68,908,630 92,050,000
C/A,Dhaka-1000
Mercantile Securities Limited
2 Paramount Heights 4,000 14,972,000 20,000,000
65/2/1 Box Culvert Road, Purana Paltan, Dhaka-1000
Bay Leasing & Investment Limited
3 Printers Building (7th floor) 26,716 99,997,988 133,580,000
5, Rajuk Avenue, Motijheel C/A, Dhaka-1000
Union Capital Limited
4 Noor Tower (5th floor), 73, Sonargaon Road, Dhaka- 8,014 29,996,402 40,070,000
1205
BANCO Trans world (BD) Limited
5 Ispahani Building (3rd floor) 14-15 Motijheel C/A, 6,400 23,955,200 32,000,000
Dhaka-1000
AB Bank Limited
6 13,358 49,998,994 66,790,000
BCIC Bhaban, 30-31 Dilkusha C/A, Dhaka-1000
Trust Bank Limited
7 Peoples Insurance Bhaban, 36, Dilkusha C/A, Dhaka- 8,306 31,089,358 41,530,000
1000
8 Safura Tower, Level 11, 20, Kemal Ataturk Avenue 8,306 31,089,358 41,530,000
Banani, Dhaka-1213
Standard Bank Limited
9 Metropolitan Chamber Building (3rd floor),122-124 13,358 49,998,994 66,790,000
Total 106,868 400,006,924 534,340,000
Principal terms and conditions of underwriting agreement
1. If and to the extent that the bonds offered to the public by a Prospectus authorized hereunder shall not have been
subscribed and paid for in cash in full by the closing date, the Company shall within 10 (ten) days of the closure of
subscription call upon the underwriter in writing with a copy of said writing to the Securities and Exchange
Commission, to subscribe for the bonds not subscribed by the closing date and to pay for in cash in full for such
unsubscribed bonds within 15(fifteen) days of the date of said notice and the said amount shall have to be credited
into bonds subscription account within the said period.
2. If payment is made by Cheque/Bank Draft by an underwriter it will be deemed that the underwriter has not fulfilled
his obligation towards his underwriting commitment under the Agreement, until such time as the Cheque/Bank Draft
has been en-cashed and the Company’s account credited.
3. 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.
4. In the case of failure by the underwriter to pay for the bonds under the terms mentioned above, the said Underwriter
will not be eligible to underwrite any issue, until such time as he fulfils his underwriting commitment under the
Agreement and also other penalties as may be determined by the Commission may be imposed on him.
5. In case of failure by any underwriter to pay for the bonds within the stipulated time, the Company/Issuer will be
under no obligation to pay any underwriting commission under the Agreement.
Page 82
6. In case of failure by the Company to call upon the underwriter for the aforementioned purpose within the stipulated
time, the Company and its Directors shall individually and collectively be held responsible for the consequence
and/or penalties as determined by the Securities and Exchange Commission under the law as may be imposed on
them.
Underwriter’s right to represent in the Board of Directors of the Company
The Underwriters shall not have any right to have any representatives in the Company’s Board of Directors.
Commission for Underwriters
The Company shall pay to the underwriters an underwriting commission at the rate of 0.4% of whole Public Offering
amount (i.e Tk. 534,340,000) of the issue value of ZCB.
Right of Underwriters on Company’s Board

Underwriters have not acquired any right to have their representatives in the Board of Directors of the Company.
Officer or director of the underwriters acting as director of the company

No officer or director of the underwriters acting as director of the company.
THE ISSUE SHALL BE PLACED IN “N’’ CATEGORY

MATERIAL CONTRACTS
1 Underwriting Agreement between the Bank and the Underwriters.
2 Issue Management Agreement between the Company and Alliance Financial Services Limited (AFSL)
3 Agreement between the Company and the Central Depository Bangladesh Ltd. (CDBL).
4 Trust Deed between the Company and Industrial & Infrastructure Development Finance Co. Ltd (IIDFC)
Copies of the aforementioned contracts and documents and a copy of Memorandum and Articles of Association of the
Company and the Consent Order from the Securities and Exchange Commission may be inspected on any working day
during office hours at the Office of the Company and the manager to the issue.

Alliance Financial Services Limited Rahman Chamber (3rd Floor) 12-13 Motijheel C/A, Dhaka-1000 is the Manager to
the Issue. The Issue Manager will get Tk. 2,000,000/-as issue management fee.
COMMISSION TO THE BANKER TO THE ISSUE

Commission at the rate of 0.1% of the amount collected will be paid to the Bankers to the Issue for the services to be
rendered by them.
CORPORATE DIRECTORY
Miscellaneous Information:
Registered Office ACI Centre

245 Tajgaon Industrial Area
Dhaka-1208, Bangladesh
Auditors Rahman Rahman Huq

Manager to the Issue Alliance Financial Services Limited
Company Secretary Ms. Sheema Abed Rahman

Page 83
AUDITOR’S REPORT
Auditors’ Report to
the shareholders of
We have audited the accompanying balance sheet of Advanced Chemical Industries Limited (the "Company") as at 31
December 2008 and the related profit and loss account, cash flow statement and statement of changes in equity for the year then
ended and a summary of significant accounting policies and other explanatory notes. We have also audited the attached
consolidated balance sheet, profit and loss account, cash flow statement, statement of changes in equity and a summary of
significant accounting policies and other explanatory notes of Advanced Chemical Industries Limited and its subsidiaries as at
31 December 2008. The financial statements of 9 subsidiaries disclosed in note 11.1 to the financial statements, are not audited
by us. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audit.
Scope
We conducted our audit in accordance with Bangladesh Standards on Auditing. These standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The financial statements of the Company's 9 subsidiaries disclosed in note 11.1 to the financial statements, reflect total assets of
Tk 2,572,008,162 as at 31 December 2008 and total revenue Tk 2,880,268,796 for the year then ended. These financial
statements have been audited by other auditors whose reports have been furnished to us and our opinion, in so far as it relates to
the amounts included in respect of the Company's 9 subsidiaries, is based solely on the reports of the other auditors.
Opinion
In our opinion, the financial statements of the Company along with the notes thereon and the consolidated financial statements,
drawn up on the consideration of the separate audit reports of the subsidiaries as at 31 December 2008, prepared in accordance
with Bangladesh Accounting Standards (BAS) and Bangladesh Financial Reporting Standards (BFRS), give a true and fair view
of the state of the Company’s affairs and of its subsidiaries, and of the results of their operations and cash flows for the year then
ended and comply with the Companies Act 1994, the Securities and Exchange Rules 1987 and other applicable laws and
regulations.
We also report that:
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 account as required by law have been kept by the Companies so far as it appeared from
our examination of these books;
c)
the balance sheets and profit and loss accounts dealt with by the report are in agreement with the books of accounts; and
the expenditure incurred were for the purposes of the Companies’ businesses.
d)
Rahman Rahman Huq
Dhaka, 28 April 2009 Chartered Accountants
Page 84
Balance Sheet as at 31 December 2008
2008 2007
Assets Notes Taka Taka
(Restated)
Property, plant and equipment: 4
At cost/revaluation 1,675,193,452 1,327,151,308
Accumulated depreciation (552,340,225) (467,726,369)
1,122,853,227 859,424,939
Capital work-in-progress 5 135,098,300 213,870,224
1,257,951,527 1,073,295,163
Investments 6 670,267,741 536,629,241
Total non-current assets 1,928,219,268 1,609,924,404
Inventory 7 2,085,053,250 1,091,397,629

Trade debtors 8 1,304,815,553 898,891,044
Other debtors 9 81,605,053 136,565,703
Advances, deposits and prepayments 10 245,796,966 179,761,041
Advance income tax 177,028,869 205,661,524
Inter-company receivables 11 862,058,775 551,416,377
Cash and bank balance 12 211,924,637 57,195,473
Assets classified as held for sale 13 18,601,750 -
Total current assets 4,986,884,853 3,120,888,791
Total assets 6,915,104,121 4,730,813,195
Equity
Share capital 14 161,700,000 161,700,000
Share premium 15 250,022,474 250,022,474
Capital reserve 16 1,671,386 1,671,386
Revaluation surplus 16.2 303,147,632 294,901,646
Retained earnings 1,488,114,482 546,739,197
Total equity 2,204,655,974 1,255,034,703
Liability
Long term liabilities 17 309,663,981 342,231,018
Total non-current liabilities 309,663,981 342,231,018
Bank overdraft 18 732,188,602 271,195,982

Short term bank loan 19 1,816,568,620 1,142,396,717
Long term bank loan- current portion 20 104,776,269 62,504,602
Trade creditors 325,560,055 132,277,207
Other creditors 21 469,811,403 478,332,706
Inter-company liabilities 22 709,609,851 758,658,669
Obligation under finance lease- current portion 17.2 5,718,892 10,220,408
Provision for taxation 23 236,550,474 277,961,183
Total current liabilities 4,400,784,166 3,133,547,474
Total liabilities 4,710,448,147 3,475,778,492
Total equity and liabilities 6,915,104,121 4,730,813,195
The annexed notes 1 to 38 form an integral part of these financial statements.

_______Sd/-______ ______Sd/-____ _______Sd/-____
Managing Director Director Company Secretary
As per our report of same date

____________Sd/-________
Dhaka, 28 April 2009 Auditors
Page 85
Profit and Loss Account
for the year ended 31 December 2008
2008 2007
Notes Taka Taka
(Restated)
Revenue 24 7,365,103,541 4,917,304,331
Cost of sales 25 (5,087,311,724) (3,250,711,677)
Gross profit 2,277,791,817 1,666,592,654
Administrative, selling and distribution expenses 26 (1,629,967,083) (1,240,364,781)
Operating profit 647,824,734 426,227,873
Other income 27 58,209,036 23,346,716
Profit from sale of shares 28 779,634,140 118,818,000
1,485,667,910 568,392,589
Financing cost 29 (280,811,155) (119,087,159)
1,204,856,755 449,305,430
Provision for contribution to WPPF (21,261,132) (22,728,564)
Profit before tax 1,183,595,623 426,576,866
Income tax expenses

Current tax expenses 23 (98,683,532) (124,518,213)
Deferred tax income/(expenses) 30 (9,245,208) 5,710,733
(107,928,740) (118,807,480)
Net profit after tax 1,075,666,883 307,769,386
Earnings per share
Basic earnings per share 31.1 66.52 19.03
_______ Sd/-________ ____ Sd/-___ ___________Sd/-__________

As per our report of same date.
Sd/-
Auditors
Dhaka, 28 April 2009
Page 86
Statement of Changes in Equity
Share Share Capital Revaluation Retained

Particulars capital premium reserve surplus earnings Total
Taka Taka Taka Taka Taka Taka
Balance as at 1 January 2007-reported 161,700,000 250,022,474 1,671,386 216,135,224 344,542,827 974,071,911
Adjustments for paid annual leave (11,795,488) (11,795,488)
Balance as at 1 January 2007-restated 161,700,000 250,022,474 1,671,386 216,135,224 332,747,339 962,276,423
Net profit after tax * - - - - 307,769,386 307,769,386
Revaluation surplus (net of deferred tax) - - - 81,036,152 - 81,036,152
Realization of revaluation reserve - - - (2,269,730) 3,242,472 972,742
Dividend - - - - (97,020,000) (97,020,000)
Balance as at 31 December 2007 161,700,000 250,022,474 1,671,386 294,901,646 546,739,197 1,255,034,703
Net profit after tax - - - - 1,075,666,883 1,075,666,883
Deferred tax due to change in tax rate - - - 10,532,202 - 10,532,202
Realization of revaluation reserve - - - (2,286,216) 3,153,402 867,186
Dividend - - - - (137,445,000) (137,445,000)
Balance as at 31 December 2008 161,700,000 250,022,474 1,671,386 303,147,632 1,488,114,482 2,204,655,974

* In 2008, the company rectified an earlier error with respect to paid annual leave for which the corresponding balances in the financial statements had
been restated as per Bangladesh Accounting Standards 8: Accounting Policies, changes in Accounting Estimates. The effect of restatement has been
reported as adjustments for paid annual leave in the statement of changes in equity.
** Reported profit after tax in 2007 was Tk 313,035,231which has been restated during this year by an amount of Tk 5,265,845 for provision of paid
annual leave.
Cash Flow Statement
2008 2007
Note Taka Taka
A) Cash flow from operating activities
Cash receipts from customers 7,639,454,724 4,908,736,690
Cash receipts from other income 61,681,506 21,223,737
Receipts from/(payments to) other debtors 50,838,352 (69,587,526)
7,751,974,582 4,860,372,901
Cash paid for:
Purchase of inventory (5,752,551,464) (3,460,939,880)
Operating expenses (1,593,931,585) (1,085,495,897)
Other creditors (28,452,240) 40,737,264
Advances, deposits and prepayments (89,296,633) (35,593,801)
Value added tax (VAT) (730,631,148) (539,079,179)
Workers' profit participation fund 1,924,708 (10,793,892)
(8,192,938,362) (5,091,165,385)
Cash generated from operations (440,963,780) (230,792,484)
Financing cost (280,811,155) (119,319,310)

Income tax paid (111,461,586) (133,260,448)
(392,272,741) (252,579,758)
Net cash used in operating activities (833,236,521) (483,372,242)
B) Cash flow from investing activities

Purchase of property, plant and equipment (63,264,697) (33,053,436)
Payments for capital work in progress (225,710,412) (266,499,330)
Investment in shares (178,576,000) (108,531,000)
Sale proceeds from property, plant and equipment 1,631,300 2,595,400
Sales of shares of subsidiaries 805,969,890 119,538,000
Net cash from (used in) investing activities 340,050,081 (285,950,366)
C) Cash flow from financing activities

Inter-company debts (paid)/received (349,990,479) 137,916,229
Dividend paid (134,219,424) (95,201,895)
Payment for finance lease (10,220,406) (14,387,713)
Short term loan (paid)/received 716,443,570 506,402,344
Long term loan (paid)/ received (35,090,276) 104,298,644
Net cash from financing activities 186,922,985 639,027,609
D) Net increase in cash and cash equivalent (A+B+C) (306,263,455) (130,294,999)
E) Cash and cash equivalent at 1 January (214,000,509) (83,705,510)
F) Cash and cash equivalent at 31 December (D+E) 12 (520,263,964) (214,000,509)


Consolidated Balance Sheet
as at 31 December 2008
2008 2007
Notes
Assets Taka Taka
Property, plant and equipment 4 (a)
At cost / revaluation 3,822,413,578 2,610,354,214
Accumulated depreciation (846,901,870) (660,423,664)
2,975,511,708 1,949,930,550
Capital work-in-progress 5 (a) 264,954,252 567,484,589
Intangible assets 5(b) 108,283,142 104,677,902
Investment 6 (a) 134,462,220 62,045,192
Total non -current assets 3,483,211,322 2,684,138,233
Inventories 7 (a) 3,144,253,361 1,583,048,365

Trade debtors 8 (a) 1,874,694,143 907,118,206
Other debtors 9 (a) 83,780,504 144,476,543
Advance, deposits and prepayments 10 (a) 357,873,991 248,197,121
Advance income tax 218,770,050 234,733,841
Inter-company receivables 11 (a) 12,959,132 27,552,426
Cash and bank balance 12 (a) 233,787,128 82,609,212
Total current assets 5,926,118,309 3,227,735,714
Total assets 9,409,329,631 5,911,873,947
Equity
Share capital 161,700,000 161,700,000
Share premium 250,022,474 250,022,474
Capital reserve 1,671,386 1,671,386
Revaluation surplus 16.2 (a) 597,276,040 600,284,264
Retained profit 1,493,311,739 693,691,029
Total equity attributable to equity holders of the company 2,503,981,639 1,707,369,153
Minority interest 308,046,695 92,764,072
Total equity 2,812,028,334 1,800,133,225
Liabilities
Long term liabilities 17 (a) 625,749,542 629,798,677
Total non-current liabilities 625,749,542 629,798,677
Bank overdraft 18 (a) 1,209,590,748 314,191,451

Short term bank loan 19 (a) 2,870,816,761 1,915,031,415
Long term bank loan- Current portion 20 (a) 232,920,021 154,804,698
Trade creditors 473,108,340 152,025,307
Other creditors 21 (a) 840,292,792 607,422,628
Current portion of lease obligation 5,718,892 10,220,408
Provision for tax 23 (a) 339,104,201 328,246,138
Total current liabilities 5,971,551,755 3,481,942,045
Total liabilities 6,597,301,297 4,111,740,722
Total equity and liabilities 9,409,329,631 5,911,873,947

______ Sd/-______ ____ Sd/-____ _______ Sd/-_______

___________ Sd/-__________
Page 89
Consolidated Profit and Loss Account
2008 2007
Notes
Taka Taka
Revenue 24(a) 10,341,425,084 5,756,817,829
Cost of sales 25(a) (7,289,427,526) (3,749,131,735)
Gross Profit 3,051,997,558 2,007,686,094
Administration, selling and distribution expenses 26(a) (2,104,511,818) (1,397,956,550)
947,485,740 609,729,544
Other income 27(a) 68,088,797 83,171,466
Result from operating activities 1,015,574,537 692,901,010
Profit from sale of shares 28(a) 639,297,191 86,181,149
Share of profit of equity accounted investees (898,972) (3,831,367)
1,653,972,756 775,250,792
Financing cost 29(a) (523,780,506) (220,521,137)
1,130,192,250 554,729,655
Provision for contribution to WPPF (35,542,999) (28,671,365)
Profit before income tax 1,094,649,251 526,058,290
Income tax expense
Current tax expenses (194,579,195) (177,604,949)
Deferred tax income 32,839,852 15,711,125
Profit after tax 932,909,908 364,164,466
Attributable to:
Equity holders of the company 917,905,438 341,808,528
Minority interest 15,004,470 22,355,938
Profit after tax 932,909,908 364,164,466
Earnings per share

Basic earnings per share 31.2 56.77 21.14
___________ Sd/-_____________ ______ Sd/_______ ________ Sd/-______


___________ Sd/-__________
Page 90
Consolidated Statement of Changes in Equity
Share Share Capital Special Revaluation Tax holiday Retained Minority

Particulars capital premium reserve reserve reserve reserve earnings Total interest Total
Taka Taka Taka Taka Taka Taka Taka Taka Taka Taka
Balance at 1 January 2007- reported 161,700,000 250,022,474 1,788,902 129,634 273,096,825 34,470,939 411,422,336 1,132,631,110 79,745,885 1,212,376,995
Adjustment for deferred tax assets - - - - - - 10,464,913 10,464,913 2,951,642 13,416,555
Adjustment for preliminary expenses of ACI Salt Ltd. - - - - - - 850,179 850,179 (850,179) -
Adjustment for paid annual leave - - - - - - (11,795,488) (11,795,488) - (11,795,488)
Balance at 1 January 2007- restated 161,700,000 250,022,474 1,788,902 129,634 273,096,825 34,470,939 410,941,940 1,132,150,714 81,847,348 1,213,998,062
Net profit after tax - - - - - - 341,808,528 341,808,528 22,355,938 364,164,466

Transferred to tax holiday reserve - - - - - 982,003 (982,003) - - -
Transferred from tax holiday reserve no longer required - - - - - (35,452,942) 35,452,942 - -
Dividends - - - - - - (97,020,000) (97,020,000) (1,920,000) (98,940,000)
Realization of revaluation surplus - - - - (2,269,730) - 3,242,472 972,742 - 972,742
Post acquisition reserve transferred to retained earnings - - (117,516) (129,634) - - 247,150 - - -
Revaluation reserve created during the year - - - - 329,457,169 - - 329,457,169 - 329,457,169
Sale of share of ACI Trading - - - - - - - - (22,237,900) (22,237,900)
Deferred tax adjustment for ACI Salt Limited - - - - - - - - 2,067,686 2,067,686
Capital paid by minority - - - - - - - - 10,651,000 10,651,000
Balance at 31 December 2007 161,700,000 250,022,474 1,671,386 - 600,284,264 - 693,691,029 1,707,369,153 92,764,072 1,800,133,225
Net profit after tax - - - - - - 917,905,438 917,905,438 15,004,469 932,909,907
Dividend paid - - - - - - (137,445,000) (137,445,000) - (137,445,000)
Realization of revaluation surplus - - (2,286,216) - 3,153,402 867,186 - 867,186
Post acquisition reserve transferred to retained earnings - - - - (16,006,870) - 16,006,870 - - -
Deferred tax adjustment for change in tax rate - - - - 19,646,058 - - 19,646,058 1,365,454 21,011,512
Revaluation reserve created during the year - - - - (4,361,196) - - (4,361,196) (4,361,196)
Adjustment for sale of share of ACI Formulation Ltd. - - - - - - - - 166,672,699 166,672,699
Capital paid by minority - - - - - - - - 32,240,000 32,240,000
Balance at 31 December 2008 161,700,000 250,022,474 1,671,386 - 597,276,040 - 1,493,311,739 2,503,981,639 308,046,695 2,812,028,334
Consolidated Cash Flow Statement
2008 2007
Notes Taka Taka
ACash flow from operating activities
Cash received from customers 10,058,175,379 5,720,898,542
Cash received as other income 71,561,267 38,198,506
Receipts from (payments to) other debtors 50,207,086 (69,587,526)
10,179,943,732 5,689,509,522
Cash paid for:
Inventories (8,242,282,517) (3,902,876,736)
Operating expenses (2,022,002,520) (1,247,587,544)
Other creditors 117,027,730 40,104,658
Advances, deposits and prepayments (124,625,657) (33,923,599)
Value added tax (VAT) (738,374,482) (539,079,179)
Paid to workers from WPPF 1,924,708 (10,793,892)
(11,008,332,738) (5,694,156,292)
Cash generated from operations (828,389,006) (4,646,770)
Financing cost (518,576,586) (216,045,054)

Income tax paid (167,261,741) (191,344,829)
(685,838,327) (407,389,883)
Net cash used in operating activities (1,514,227,333) (412,036,653)
B Cash flow from investing activities
Purchase of fixed assets (407,950,013) (173,030,461)
Payments for capital work in progress (521,283,902) (676,386,404)
Investment in shares (73,316,000) (37,200,000)
Sale proceeds of fixed assets 1,631,300 2,882,090
Proceeds from sale of shares of subsidiary 805,969,890 121,992,778
Proceeds from sale of investment in shares- Mutual Trust Bank - 52,763,741
Net cash used in investing activities (194,948,725) (708,978,256)
CCash flow from financing activities

Paid to minority interest - (1,920,000)
Inter-company debts received/(paid) (2,738,155) 15,994,477
Dividend paid (134,219,424) (95,201,895)
Short term loan received/(paid) 973,119,339 844,932,351
Long term loan received/(paid) 106,773,324 248,618,953
Issue of shares 32,240,000 10,651,000
Repayment of lease obligation (10,220,406) (15,001,038)
Net cash from financing activities 964,954,678 1,008,073,848
DNet decrease in cash and cash equivalent (A+B+C) (744,221,380) (112,941,061)

E Cash and cash equivalent 1 January (231,582,239) (118,641,178)
F Cash and cash equivalent at 31 December (D+E) 12 (a) (975,803,619) (231,582,239)

Notes to the financial statements
as at and for the year ended 31 December 2008
1. Reporting entity
Advanced Chemical Industries Limited (ACI Limited) is a public limited company which was incorporated on 24
January 1973 as ICI Bangladesh Manufacturers Limited. The address of the Company's registered office is 245-
Tejgoan Industrial Area, Dhaka-1208. The principal activities of the company are to manufacture pharmaceuticals,
consumer brands, public health and animal health products and to market them along with agrochemicals, seeds and
other consumer brand items.
The company is listed with Dhaka Stock Exchange Limited (DSE) and Chittagong Stock Exchange Limited (CSE).
1.1 Description of subsidiaries
1.1.1 ACI Formulations Limited
The company was incorporated on 29 October 1995 as a private limited company under the Companies Act 1994.
The principal activities of the company are manufacturing and marketing of a number of agrochemical and
consumer products. Most of its sales for the current year are to Advanced Chemical Industries Limited (ACI
Limited), which is responsible for marketing these products. The company became publicly listed company through
direct listing process effective from 18 November with Dhaka and Chittagong Stock Exchange.
1.1.2 ACI Salt Limited
The company was incorporated on 13 June 2004 as a private limited company under the Companies Act 1994. The
principal activity of the Company is manufacturing and marketing of edible branded salt.
1.1.3 ACI Foods Limited

The company was incorporated on 14 September 2006 as a private limited company under the Companies Act
1994. The main objectives of the company are manufacturing, processing and marketing of different food items
including spices and different snacks items. The company went into commercial production at the beginning of the
current year.
1.1.4 ACI Pure Flour Limited

The company was incorporated on 29 August 2006 as a private limited company under the Companies Act 1994.
The main objectives of the company are to carry on the business of milling processing, packaging and marketing of
wheat flour products. The company has commenced its commercial operation in this year.
1.1.5 Apex Leather Craft Limited

The company was incorporated on 22 May 1990 as a private limited company under the Companies Act 1994.
There was no business activity of the company other than letting out its property to ACI Limited.
1.1.6 Flyban Insecticides Limited

The company was incorporated on 5 October 1991 as a private limited company under the Companies Act 1994.
The Company's main function was to manufacture and sale of mosquito coil. There was no business operation of the
company during the year under review.
Page 93
1.1.7 ACI Agrochemicals Limited
The company was incorporated on 4 July 2006 as a private limited company under the Companies Act 1994. The
main objectives of the company are to carry on the business of manufacturing, formulating and packaging of
pesticide, fertilizer, plant nutrient and animal food and other nutrient products. The company is yet to start its
commercial operation.
1.1.8 ACI Motors Limited

The company was incorporated on 11 December 2007 as a private limited company under the Companies Act 1994.
The main objectives of the company are to carry on the business of buying, selling, importing and assembling of
vehicles for both agricultural and non-agricultural use including other agricultural equipment and supplying of spare
parts and providing service facilities for these vehicles and equipment. The company has commenced its
commercial operation in this year.
1.1.9 Creative Communications Limited

The company was incorporated on 2 September 2007 as a private limited company under the Companies Act 1994.
The principal activities of the company are managing media solutions and similar services for different clients
including television commercials and other advertisement and promotion related activities. The company has
commenced its commercial operation in this year.
1.1.10 Premiaflex Plastics Limited
The company was incorporated on 11 June 2007 as a private limited company under the Companies Act 1994. The
main objectives of the company are to carry out the business of manufacturing and marketing of plastic products,
flexible printing and other ancillary business associated with plastic and flexible printing . The company has
commenced its commercial production from 1 December 2008.
1.1.11 ACI Logistics Limited

The company was incorporated on 29th April 2008 as a private limited company under the Companies Act 1994.
The main objective of the company is to set-up nationwide retail outlets across the country linking ACI's strong
presence in the agriculture sector.
2. Basis of preparation
2.1 Statement of compliance

The financial statements have been prepared in accordance with Bangladesh Accounting Standards
(BASs)/Bangladesh Financial Reporting Standards (BFRSs), Companies Act 1994, the Securities and Exchange
Rules 1987 and other applicable laws and regulations.
2.2 Other regulatory compliances
The Companies are also required to comply with the following major legal provisions in addition to the Companies
Act 1994, the Securities and Exchange Rules 1987 , and other applicable laws and regulations:
The Income Tax Ordinance 1984

The Income Tax Rules 1984
The Value Added Tax Act 1991
The Value Added Tax Rules 1991
2.3 Date of authorization
The Board of Directors has authorized the financial statements on 16 April 2009 for public issue.
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2.4 Basis of measurement
The financial statements have been prepared on historical cost basis except for certain assets which are stated at
revalued amount.
2.5 Functional and presentational currency
These financial statements are prepared in Bangladesh Taka (Taka/Tk) currency, which is the company's functional
currency.
2.6 Use of estimates and judgment

The preparation of these financial statements is in conformity with BASs/BFRSs which requires management to
make judgments, estimates and assumptions that affect the application of accounting policies and the reported
amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting estimates are
recognized in the period in which the estimates are revised and in any future periods affected thereby.
In particular, information about significant areas of estimation uncertainty and critical judgments in applying
accounting policies that have the most significant affect on the amounts recognized in the financial statements are
included in the following notes:
Note 7 – Inventory Valuation
Note 8 – bad debt provision
Note 17 – measurement of liability for staff gratuity
Note 21 – other creditors
Note 23 – provision for taxation
Note 17.1 – deferred tax liabilities
Note 17.2 – lease classification
Note 37.2 – contingent liability
2.7 Reporting period
The financial period of the companies other than the following two associates namely Stochastic Logic Limited and
Asian Consumer Care Limited covers one year from 1 January to 31 December and is followed consistently.
Stochastic Logic Limited From 1 August to 31 July

Asian Consumer Care Limited From 1 April to 31 March
The figures involved in the aforesaid two associated companies up to 31 December 2008 from the end of their
accounting years are considered to be immaterial to these financial statements.
3. Significant accounting policies
The accounting policies set out below have been applied consistently (otherwise as stated) to all periods presented
in these financial statements.
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3.1 Basis of consolidation
3.1.1 Subsidiaries
Subsidiaries are entities controlled by ACI Limited. Control exists when ACI Limited has the power to govern the
financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential
voting rights that presently are exercisable are taken into account. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control commences until the date that it ceases.
The accounting policies of subsidiaries have been changed when necessary to align them with the policies adopted by
ACI Limited.
3.1.2 Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions,
are eliminated in preparing the consolidated financial statements. Unrealized gains arising from transactions with
associates are eliminated against the investment to the extent of ACI Limited's interest in the investee. Unrealized
losses, if any, are eliminated in the same way as unrealized gains, but only to the extent there is no evidence of
impairment
3.2 Property, plant and equipment
3.2.1 Recognition and measurement
Items of property, plant and equipment are measured at cost or revaluation less accumulated depreciation less
impairment loss, if any. The items of property, plant and equipment were revalued in the year 2004 and 2007 by a
firm of professional valuers on the basis of open market value. Capital work in progress represents the cost incurred
for acquisition and/or construction of items of property, plant and equipment that were not ready for use at the end of
2008 and these are stated at cost.
Cost includes expenditure that is directly attributable to the acquisition of asset. The cost of self constructed asset
includes the cost of material and direct labor, any other costs directly attributable to bringing the assets to a working
condition for their intended use, and the costs of dismantling and removing the items and restoring the site on which
they are located.
When parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate
items (major components) of property, plant and equipment.
Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds
from disposal with the carrying amount of the property, plant and equipment disposed off and are recognized net with
"other income" in profit or loss account. When revalued assets are sold, the amounts included in the revaluation
surplus reserve are transferred to retained earnings.
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3.2.2 Subsequent costs
The cost of replacing part of an item of property, plant and equipment is recognized in the carrying amount of the
item if it is probable that the future economic benefits embodied within the part will flow to the company and its cost
can be measured reliably. The costs of the day-to-day servicing of property, plant and equipment are recognized in
the profit and loss account as incurred.
3.2.3 Depreciation
All items of property, plant and equipment have been depreciated on straight line basis. Depreciation on additions are
charged at 50% of normal rates only in the year of acquisition and no depreciation is charged in the year of disposal.
Depreciation is charged at the rates varying from 2.5% to 20% depending on the estimated useful lives of assets. No
depreciation is charged for land and capital work in progress.
The revalued items of property, plant and equipment are depreciated by writing off their revalued amount at the date
of revaluation over their remaining estimated useful lives.
The estimated useful lives for the current and comparative periods are as follows:
Building 40 years
Plant and machinery 10 years
Furniture and fixture 10 years
Electrical and other office appliances 10 years
Office machinery 10 years
Vehicles 5 years
Depreciation methods, useful lives and residual values are reviewed at each reporting date. No revisions in respect of
items of property, plant and equipment were made in 2008.
3.2.4 Impairment
The carrying amount of the entity's non financial assets, other than inventories and deferred tax assets, are reviewed
at each reporting date to determine whether there is any indication of impairment. If any such indication exists, the
asset's recoverable amount is re-estimated. However, no such conditions that might be suggestive of a heightened risk
of impairment of assets existed at the reporting date.
3.3 Intangible asset
3.3.1 Goodwill
Goodwill represents the excess of the cost of the acquisition over the Group's interest in the net value of the
identifiable assets and liabilities of the acquiree on the date of acquisition.
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Subsequent measurement
Goodwill is measured at cost less accumulated impairment losses.
3.3.2 Software’s
Software’s that are acquired by the Group, which have finite useful lives, are measured at cost less accumulated
amortization and accumulated impairment losses.
Subsequent expenditure
Subsequent expenditure is capitalized only when it increases the future economic benefits embodied in the specific
assets to which it relates. All other expenditure is recognized in profit and loss as incurred.
3.3.3 Amortization
Amortization is recognized in the profit or loss on a straight line basis over the estimated useful lives of intangible
assets other than goodwill. Amortization on additions are charged at 50% of normal rates only in the year of
acquisition. Amortization is charged at the rates of 10% depending on the estimated useful lives of assets.
The estimated useful life for the current intangible asset is as follows:
Software Useful life Normal rate

10 years 10 percent
3.4 Non-current assets held for sale
Non-current assets that are expected to be recovered primarily through sale rather than through retaining as
investment are classified as held for sale. Immediately before classification as held for sale, the assets are measured
in accordance with the Group's accounting policy. Such assets are measured at the lower of their carrying amount and
fair value less cost to sell.
3.5 Leased assets
3.5.1 Finance lease
Leases in terms of which the Company assumes substantially all the risks and rewards of ownership are classified as
finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value
and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in
accordance with the accounting policy applicable to that asset.
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Depreciation
Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain
that the Company will obtain ownership by the end of the lease term. Depreciation is charged at the rate of 20% p.a.
Lease payments
Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction
of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a
constant periodic rate of interest on the remaining balance of the liability.
3.5.2 Operating lease
Payments made under operating leases are recognized in profit and loss account on a straight line basis over the term
of the lease.
3.6 Inventories
Inventories are measured at the lower of cost and net realizable value. The cost of inventories is based on the
weighted average principle, and includes expenditure incurred in acquiring the inventories, production or conversion
costs and other costs incurred in bringing them to their existing location and condition. In the case of manufactured
inventories and work in progress, cost includes an appropriate share of production overheads based on normal
operation capacity.
Net realizable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses.
Stock- in-transit represents the cost incurred up to the date of the balance sheet for the items that were not received
till to the date of balance sheet. Inventory losses and abnormal losses are recognized as expenses.
3.7 Trade and other receivables
Trade and other receivables are initially recognized at cost which is the fair value of the consideration given in return.
After initial recognition these are carried at cost less impairment losses due to uncollectibility of any amount so
recognized.
3.8 Advances, deposits and prepayments
Advances are initially measured at cost. After initial recognition advances are carried at cost less deductions,
adjustments or charges to other account heads such as property, plant and equipment, inventory or expenses.
Deposits are measured at payment value.
Prepayments are initially measured at cost. After initial recognition prepayments are carried at cost less charges to
profit and loss account.
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3.9 Cash and cash equivalent
Cash and cash equivalent include cash in hand, cash at banks which are held and available for use by the Company
without any restriction.
3.10 Provision
A provision is recognized in the balance sheet when the Company has a legal or constructive obligation as a result of
a past event, it is probable that an outflow of economic benefits will be required to settle the obligation and a reliable
estimate can be made of the amount of the obligation.
3.11 Contingencies
Contingencies arising from claims, litigations, assessments, fines, penalties, etc. are recorded when it is probable that
a liability has been incurred and the amount can be reasonably estimated.
3.12 Income tax expenses
Income tax expense comprises current and deferred tax. Income tax expense is recognized in the profit or loss
account except to the extent that it relates to items recognized directly in equity, in which case it is recognized in
equity.
3.12.1 Current tax
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantially
enacted at the reporting date, and any adjustment to tax payable in respect of previous years. The applicable tax rate
for the company is 27.5%. As the company qualifies as a "publicly traded company" it is entitled to a 10% rebate if
dividend declared is more than 20% of the paid up capital. Provision for taxation has been made on the basis of the
Finance Ordinance 2008.
3.12.2 Deferred tax
Deferred tax is recognized using the balance sheet method. Deferred tax arises due to temporary difference deductible
or taxable for the events or transactions recognized in the income statement. A temporary difference is the difference
between the tax base of an asset or liability and its carrying amount/reported amount in the balance sheet. Deferred
tax asset or liability is the amount of income tax recoverable or payable in future period's recognized in the current
period. The deferred tax asset /income or liability/expense does not create a legal liability/recoverability to and from
the income tax authority. Deferred tax also arises due to revaluation of property, plant and equipment. The resulting
impact of deferred tax assets/liabilities on revaluation reserve is included in the statement of changes in equity.
3.13 Investment in shares
In the separate financial statements of the company, all investments are carried at costs.
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In the Consolidated Financial Statements of Advanced Chemical Industries Limited, following valuation principles
have been used:
Investments in subsidiaries - Investment in subsidiaries has been accounted for as per BFRS-3 ' Business
Combination'. The investment is eliminated in full against the equity of acquiree measured at fair value at the date of
acquisition.
Long term investments - These are valued at cost or revalued amounts when there is a decline in value which is not
temporary. This is as per BAS 25: Accounting for Investment, applicable for periods upto those ending before 31
December 2008.
Associates and joint ventures - Associates are those entities in which the ACI Limited has significant influence, but
not control, over the financial and operating policies. Joint ventures are those entities over whose activities ACI
Limited has joint control, established by contractual agreement and requiring unanimous consent for strategic
financial and operating decisions. Associates and joint ventures are accounted for using the equity method (equity
accounted invitees). The consolidated financial statements include the ACI Limited's share of the income and
expenses of equity accounted invested, after adjustments to align the accounting policies with those of the ACI
Limited, from the date that significant influence or joint control commences until the date that significant influence or
joint control ceases. This is in consistent with BAS 28:Investments in Associates and BAS 31: Interests in Joint
Ventures.
3.14 Foreign currency transactions
Foreign currency transactions are translated at rates ruling on the dates advices were received. Monetary assets and
liabilities denominated in foreign currencies at reporting date are reconverted at rates ruling at the balance sheet date.
All exchange differences are charged/credited to profit and loss account by being absorbed in the respective head of
income or expenditure.
3.15 Revenue recognition
3.15.1 Revenue arising from sale of goods

a) Goods sold
Revenue from the sale of goods is measured at the fair value of the consideration received or receivable, net of
returns, trade discounts and volume rebates. Revenue is recognized when the significant risks and rewards of
ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and
possible return of goods can be estimated reliably, there is no continuing management involvement with the goods,
and the amount of revenue can be measured reliably.
b) Cash on delivery sales
Revenue is recognized when delivery is made and cash is received by the seller.
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3.15.2 Revenue arising from services
Revenue from services rendered is recognized in profit or loss account in proportion to the stage of completion of the
transaction at the reporting date. The stage of completion is assessed by reference to surveys of work performed.
3.15.3 Revenue arising from commission
When the Group acts in the capacity of an agent rather than as the principal in a transaction, the revenue is
recognized in the net amount of commission made by the Group.
3.15.4 Interest income
Finance income comprises of interest income of fund invested. Interest income is recognized on accrual basis.
3.15.5 Dividend income
Dividend income is recognized when right to receive payment of such dividend is established.
3.16 Borrowing costs
Finance expenses comprise interest expense on bank loan, finance lease and other borrowings. All borrowing costs
are recognized in the profit and loss account using effective interest method.
3.17 Cash flow statement
Cash flow from operating activities have been presented under direct method.
3.18 Workers' profit participation fund

The company had created a fund for workers as 'Workers' Profit Participation Fund' and 5% of the profit before
charging such expense has been transferred to this fund.
3.19 Employment benefit
The company operates an unfunded gratuity scheme, provision in respect of which is made annually covering all its
permanent eligible employees. This scheme is qualified as a defined benefits scheme. There are two recognized
provident funds for all employees of the company. These are also qualify as defined contribution scheme. The
company also has a group insurance policy for all management staff. Actuarial valuation of gratuity scheme was last
made in 2006 to assess the adequacy of the liabilities provided for the schemes as per BAS 19: Employee Benefits.
3.19.1 Defined contribution plan (provident fund)
Defined contribution plan is a post employment benefit plan under which the company provides benefits to one or
Page 102
more employees. The recognized Employees' Provident Fund is being considered as defined contribution plan as it
meets the recognition criteria specified for this purpose. All permanent employees contribute 10% of their basic
salary to the Provident Fund and the Company also makes equal contribution.
The company recognizes contribution to defined contribution plan as an expense when an employee has rendered
services in exchange for those contribution. The legal and constructive obligation is limited to the amount it agrees to
contribute to the fund.
3.19.2 Defined benefit plan (gratuity)
Defined benefit plan is a retirement benefit plan under which amounts to be paid as retirement benefits are
determined by reference to employees' earnings and/or year of services. The recognized Employees' Gratuity Fund is
being considered as defined benefit plan as it meets the recognition criteria. The company's obligation is to provide
the agreed benefits to current employees as per condition of the fund.
Present value of defined benefit obligation and the fair value of the plan assets were determined by professional
actuary. Projected Unit Credit method is used to measure the present value of defined benefit obligations and related
current and past service cost and mutually compatible actuarial assumptions about demographic and financial
variables were used. The difference between fair value of the plan assets and present value of obligation is recognized
as a liability or an asset in the balance sheet.
The rate used to discount post employment benefit obligations is determined by reference to the rate stated in the
actuarial report. The expected return on plan assets is based on market expectation and is one of the component of
expenses recognized in the profit and loss account. Total expenses recognized in the profit and loss account
comprise of current service cost, interest cost, expected return on plan assets.
3.19.3Leave encashment
The company makes provision for annual leave encashment based on latest basic salary as allowed by the Company
policy.
3.19.3 Short-term benefit
Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related
service is provided.
3.20 Earnings per share

The Company and the Group (which is made up ACI Limited and its subsidiaries and associates) present its basic
earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss
attributable to ordinary shareholders of the Company/Group by the weighted average number of ordinary shares
outstanding during the year. Diluted EPS is determined by adjusting the profit or loss account attributable to ordinary
shareholders and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential
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ordinary shares, if any. This has been shown on the face of profit and loss account and computation of EPS is stated
in note 31.
3.21 Segment reporting
A segment is a distinguishable component of the Company that is engaged either in providing related products or
services (business segment), or in providing products or services within a particular economic environment
(geographical segment), which is subject to risks and rewards that are different from those of other segments. The
Company's primary format for segment is based on business segments. Segment information is presented only on the
basis of the consolidated financial statements.
3.22 New standards and interpretations yet to be applicable
A number of new standards, amendments to standards and interpretations are not yet effective for the year ended 31
December 2008 and have not been applied in preparing these financial statements.
Bangladesh Financial Reporting Standards (BFRS )-3 'Business Combinations'
Revised BFRS 3, which becomes mandatory for the Group's 2010 consolidated financial statements, will be applied
prospectively and therefore there will be no impact on prior periods in the Group's 2010 consolidated financial
statements.
Bangladesh Financial Reporting Standards (BFRS)-7 'Financial Instruments Disclosures'
BFRS 7 is effective from 2010.The Company will disclose information about financial assets and financial liabilities
in the 2010 financial statements.
Bangladesh Financial Reporting Standards (BFRS)-8 'Operating Segments'
BFRS-8 'Operating Segments' introduces the "management approach" to segment reporting. BFRS-8 which becomes
mandatory for the company's 2010 financial statements, will require a change in the presentation and disclosure of
segment information based on the internal reports regularly reviewed by the ACI Group's chief operating decision
maker in order to assess each segment's performance and to allocate resources to them.
Bangladesh Accounting Standards (BAS)-32'Financial Instruments: Presentation' and
Bangladesh Accounting Standards (BAS)-39 'Financial Instruments: Recognition and Measurements'
BAS 32 and 39 are effective from January 2010, which require to adopt policy and disclosure for financial assets and
financial liabilities.
Page 104
4. Property, plant and equipment
a) Own assets
i) Cost
Cost Depreciation
Written down
As at value as at
As at Additions Disposal Adjustment As at As at Charged Disposal Adjustment
Transferred 31 31 December
Particulars 1 January during the during the during the 31 December Rate 1 January during the during the during the
from CWIP December 2008
2008 year year year 2008 2008 year year year
2008
Taka Taka Taka Taka Taka Taka Taka Taka Taka Taka Taka Taka
Land 46,318,282 - - - - 46,318,282 - - - - - 46,318,282

Building 143,065,832 - 12,811,049 - - 155,876,881 2.5% 21,534,881 3,736,784 - - 25,271,665 130,605,216
Plant and
435,101,146 2,210,134 291,671,287 (1,019,925) (150,000) 727,812,642 10.0% 213,804,885 46,373,286 (486,859) (37,500) 259,653,812 468,158,830
machinery
Furniture and
43,380,122 16,377,300 - - (3,500) 59,753,922 10.0% 25,955,279 4,888,292 - (175) 30,843,396 28,910,526
fixture
Electrical and
48,032,874 10,884,593 - - - 58,917,467 10.0% 30,533,747 4,251,775 - - 34,785,522 24,131,945
other appliances
Office machinery 41,342,842 6,289,507 - - (442,600) 47,189,749 10.0% 23,395,903 3,880,356 - (22,130) 27,254,129 19,935,620
Vehicles 104,124,365 27,503,163 - (2,061,759) (12,873,703) 116,692,066 20.0% 77,108,298 8,748,189 (1,988,750) (4,332,432) 79,535,305 37,156,761
Total (i) 861,365,463 63,264,697 304,482,336 (3,081,684) (13,469,803) 1,212,561,009 392,332,993 71,878,682 (2,475,609) (4,392,237) 457,343,829 755,217,180
ii) Revaluation
Revaluation Depreciation Written down
As at value as at
As at Additions Disposal Adjustment As at As at Charged Disposal Adjustment
Transferred 31
Particulars 1 January during the during the during the 31 December Rate 1 January during the during the during the 31 December
from CWIP December
2008 year year year 2008 2008 year year year 2008
2008
Land 284,047,862 - - - - 284,047,862 - - - - - 284,047,862

Building 39,764,561 - - - - 39,764,561 2.5% 8,806,636 994,114 - - 9,800,750 29,963,811
Plant and
machinery
70,435,559 - - (7,271) - 70,428,288 10.0% 24,652,715 7,042,829 (2,545) - 31,692,999 38,735,289
Furniture
and fixture
(703,383) - - - - (703,383) 10.0% (246,183) (70,338) - - (316,521) (386,862)
Electrical
and other (1,572,866) - - - - (1,572,866) 10.0% (550,505) (157,287) - - (707,792) (865,074)
appliances
Office
machinery
1,350,619 - - - - 1,350,619 10.0% 472,714 135,061 - - 607,775 742,844
Vehicles 25,714,964 - - (1,068,897) (2,077,234) 22,568,833 20.0% 18,000,474 4,513,767 (748,225) (1,454,063) 20,311,953 2,256,880
Total (ii) 419,037,316 - - (1,076,168) (2,077,234) 415,883,914 51,135,851 12,458,146 (750,770) (1,454,063) 61,389,164 354,494,750
Total assets
(i+ii)
1,280,402,779 63,264,697 304,482,336 (4,157,852) (15,547,037) 1,628,444,923 443,468,844 84,336,828 (3,226,379) (5,846,300) 518,732,993 1,109,711,930
b) Leased assets
Vehicles 46,748,529 - - - - 46,748,529 20.0% 24,257,525 9,349,707 - - 33,607,232 13,141,297
Total 2008
(a+b)
1,327,151,308 63,264,697 304,482,336 (4,157,852) (15,547,037) 1,675,193,452 467,726,369 93,686,535 (3,226,379) (5,846,300) 552,340,225 1,122,853,227
Page 106
Property, plant and equipment-comparative-2007
a) Own assets
i) Cost
Written
down value
as at
31
December
Cost Depreciation 2007
As at Additions Disposal Adjustment As at As at Charged Disposal As at
Particular Transferre Adjustment
1 January during the during the during the 31 December Rate 1 January during the during the 31 December
s d from during the
2007 year year year 2007 2007 year year 2007
CWIP year
Land 46,318,282 - - - - 46,318,282 - - - - - 46,318,282
Building 133,829,992 - 9,235,840 - - 143,065,832 2.5% 18,073,683 3,461,198 - - 21,534,881 121,530,951

Plant and
machinery 357,955,773 1,064,994 76,080,379 - - 435,101,146 10.0% 184,768,238 29,036,647 - - 213,804,885 221,296,261
Furniture
and
fixture 38,439,592 2,554,527 2,386,003 - - 43,380,122 10.0% 22,054,259 3,901,020 - - 25,955,279 17,424,843
Electrical
and other
appliances 44,948,846 1,152,850 1,931,178 - - 48,032,874 10.0% 26,942,707 3,591,040 - - 30,533,747 17,499,127
Office
machinery 34,749,698 6,593,144 - - - 41,342,842 10.0% 19,793,071 3,602,832 - - 23,395,903 17,946,939
Vehicles 73,704,425 21,687,921 - (5,552,591) 14,284,610 104,124,365 20.0% 63,851,902 6,441,034 (5,541,778) 12,357,140 77,108,298 27,016,067
Total (i) 729,946,608 33,053,436 89,633,400 (5,552,591) 14,284,610 861,365,463 335,483,860 50,033,771 (5,541,778) 12,357,140 392,332,993 469,032,470
Page 107
ii)
Revaluation
Written down
value as at
Revaluation Depreciation
31 December
2007
As at
Additions Disposal Adjustment As at As at Charged Disposal Adjustment
As at Transferre 31
Particulars during the during the during the 31 December Rate 1 January during the during the during the
1 January 2007 d from December
year year year 2007 2007 year year year
CWIP 2007
Land 168,547,862 115,500,000 - - - 284,047,862 - - - - - 284,047,862
Building 39,473,129 291,432 - - - 39,764,561 2.5% 7,819,808 986,828 - - 8,806,636 30,957,925

Plant and
machinery 70,435,559 - - - - 70,435,559 10.0% 17,609,159 7,043,556 - - 24,652,715 45,782,844
Furniture and
fixture (703,383) - - - - (703,383) 10.0% (175,845) (70,338) - - (246,183) (457,200)
Electrical and
other
appliances (1,572,866) - - - - (1,572,866) 10.0% (393,218) (157,287) - - (550,505) (1,022,361)
Office
machinery 1,350,619 - - - - 1,350,619 10.0% 337,653 135,061 - - 472,714 877,905
Vehicles 28,957,436 - - (3,242,472) - 25,714,964 20.0% 14,478,714 5,142,996 (1,621,236) - 18,000,474 7,714,490
Total (ii) 306,488,356 115,791,432 - (3,242,472) - 419,037,316 39,676,271 13,080,816 (1,621,236) - 51,135,851 367,901,465
Total assets
(i+ii) 1,036,434,964 148,844,868 89,633,400 (8,795,063) 14,284,610 1,280,402,779
b) Leased assets
Vehicles 57,755,139 3,278,000 - - (14,284,610) 46,748,529 24,735,836 11,878,829 - (12,357,140) 24,257,525 22,491,004
Total 2007
(a+b) 1,094,190,103 152,122,868 89,633,400 (8,795,063) - 1,327,151,308 399,895,967 74,993,416 (7,163,014) - 467,726,369 859,424,939
Page 108
4 (a) Consolidated property plant and equipment
a) Freehold assets
i) Cost
Cost Depreciation
Written
Particulars Additions Disposal Adjustment As at 31 Charged Disposal As at 31 down value as
At 1 January Transferred At 1 January Adjustment
during the during the during the December Rate during the during the December at 31
2008 from CWIP 2008 during the
year year year 2008 year year 2008 December
year
2008
Land 205,109,868 22,496,472 33,667,678 - - 261,274,018 - - - - - 261,274,018
Building 513,140,440 46,189,887 131,825,621 - 144,478 691,300,426 2.5% 58,664,220 15,829,922 - - 74,494,142 616,806,284
Plant &Machinery 830,393,874 188,648,825 647,291,040 (1,019,925) 1,509,318 1,666,823,132 10.0% 336,667,645 114,396,404 (486,859) (37,500) 450,539,690 1,216,283,442
Furniture & Fixtures 54,297,248 57,994,041 26,484 - 485,217 112,802,990 10.0% 29,969,943 10,309,336 - (175) 40,279,104 72,523,886
Electric & other
appliances 76,379,911 26,606,341 10,907,786 - (2,292,513) 111,601,525 10.0% 36,861,900 8,907,284 - - 45,769,184 65,832,341
Office Machinery&
Equip. 53,743,924 23,457,047 95,630 - (442,600) 76,854,001 10.0% 27,739,618 7,081,121 - (22,130) 34,798,609 42,055,392
Vehicles 113,514,551 42,557,401 - (2,061,759) (11,097,078) 142,913,115 20.0% 81,712,572 11,466,241 (1,988,750) (2,733,469) 88,456,594 54,456,521
Total (i) 1,846,579,816 407,950,013 823,814,240 (3,081,684) (11,693,178) 3,063,569,207 568,794,805 167,990,308 (2,475,609) (2,793,274) 734,337,323 2,329,231,884
Page 109
ii) Revaluation
Written down
Particulars Additions Disposal Adjustment As at 31 Charged Disposal At 31
At 1 January Transferred At 1 January Adjustment value as at 31
during the during the during the December Rate during the during the December
2008 from CWIP 2008 during the December
year year year 2008 year year 2008
year 2008
Land 524,624,489 - - - 524,624,489 - - - - 524,624,489
Building 56,637,466 - - - 56,637,466 2.5% 7,402,570 2,438,319 - 9,840,889 46,796,577
Plant &Machinery 102,436,037 - - (7,271) 102,428,766 10.0% 35,728,959 10,249,876 (2,545) 45,976,290 56,452,476
Furniture &
Fixtures 2,241,373 - - - 2,241,373 10.0% 248,116 423,502 - 671,618 1,569,755
Electric & other
appliances 1,059,947 - - - 1,059,947 10.0% 264,187 59,550 - 323,737 736,210
Office
Machinery&
Equip. 1,350,619 - - - 1,350,619 10.0% 596,366 288,986 - 885,352 465,267
Vehicles 26,899,313 - - (1,068,897) (2,077,234) 23,753,182 20.0% 18,711,080 4,750,637 (748,225) (1,454,063) 21,259,429 2,493,753
Total (ii) 715,249,244 - - (1,076,168) (2,077,234) 712,095,842 62,951,278 18,210,870 (750,770) (1,454,063) 78,957,315 633,138,527
Total assets ( i +
ii ) 2,561,829,060 407,950,013 823,814,240 (4,157,852) (13,770,412) 3,775,665,049 - 631,746,083 181,671,301 (3,226,379) (4,247,337) 813,294,638 2,962,370,411
b) Leased assets
Vehicle 48,525,154 - - - (1,776,625) 46,748,529 20% 25,856,488 9,349,707 - (1,598,963) 33,607,232 13,141,297
Total 2008 ( a +b ) 2,610,354,214 407,950,013 823,814,240 (4,157,852) (15,547,037) 3,822,413,578 657,602,571 191,021,008 (3,226,379) (5,846,300) 846,901,870 2,975,511,708
Page 110
Consolidated property plant and equipment-comparative-2007

a) Freehold
assets
i) Cost
Cost Depreciation
Particulars Additions Disposal As at 31 Charged Disposal As at 31 Written down

At 1 January Transferred Adjustment At 1 January Adjustment
during the during the December Rate during the during the December value as at 31
2007 from CWIP during the 2007 during the
year year 2007 year year 2007 December 2007
year year
Land 161,171,953 35,799,260 8,228,203 (89,548) - 205,109,868 - - - - - 205,109,868
Building 426,086,148 46,998,045 40,340,724 (284,477) - 513,140,440 2.5% 48,762,187 10,089,691 (187,658) - 58,664,220 454,476,220
Plant
&Machinery 697,798,818 42,286,787 90,308,269 - - 830,393,874 10.0% 274,353,628 62,314,017 - - 336,667,645 493,726,229
Furniture &
Fixtures 50,386,917 2,975,333 2,582,326 (1,647,328) - 54,297,248 10.0% 25,659,511 5,399,610 (1,089,178) - 29,969,943 24,327,305
Electric &
other
appliances 59,380,247 11,834,607 5,371,117 (206,060) - 76,379,911 10.0% 31,029,431 5,935,860 (103,391) - 36,861,900 39,518,011
Office
Machinery&
Equip. 46,077,449 8,617,298 1,141,640 (2,092,463) - 53,743,924 10.0% 23,761,366 4,951,654 (973,402) - 27,739,618 26,004,306
Vehicles 85,343,356 24,519,131 283,020 (10,915,566) 14,284,610 113,514,551 20.0% 69,594,765 7,603,778 (7,843,111) 12,357,140 81,712,572 31,801,979
Total (i) 1,526,244,888 173,030,461 148,255,299 (15,235,442) 1,846,579,816 473,160,888 96,294,610 (10,196,740) 12,357,140 571,615,898 1,274,963,918
Page 111
ii) Revaluation
Written
Particulars Additions Disposal Adjustment Charged Disposal Adjustment At 31 down value as
At 1 January Transferred As at 31 At 1 January
during the during the during the Rate during the during the during the December at 31
2007 from CWIP December 2007 2007
year year year year year year 2007 December
2007
Land 188,738,635 335,885,854 - - 524,624,489 - - - - 524,624,489
Building 29,133,832 27,503,634 - - 56,637,466 2.5% 6,166,860 1,235,710 - 7,402,570 49,234,896

Plant
&Machinery 102,436,037 - - - 102,436,037 10.0% 25,528,839 10,200,120 - 35,728,959 66,707,078
Furniture &
Fixtures (828,336) 3,069,709 - - 2,241,373 10.0% 330,949 (82,833) - 248,116 1,993,257
Electric &
other
appliances (1,232,747) 2,292,694 - - 1,059,947 10.0% 387,462 (123,275) - 264,187 795,760
Office
Machinery&
Equip. 1,350,619 - - - 1,350,619 10.0% 417,821 178,545 - 596,366 754,253
Vehicles 30,141,785 - - (3,242,472) 26,899,313 20.0% 14,952,455 5,379,861 (1,621,236) 18,711,080 8,188,233
Total (ii) 349,739,825 368,751,891 - (3,242,472) 715,249,244 47,784,386 16,788,128 (1,621,236) - 62,951,278 652,297,966
Total assets ( i
+ ii ) 1,875,984,713 541,782,352 148,255,299 (18,477,914) - 2,561,829,060 - 520,945,274 113,082,738 (11,817,976) 12,357,140 634,567,176 1,927,261,884
b) Leased
assets
Vehicle 62,131,764 3,278,000 - (2,600,000) (14,284,610) 48,525,154 20% 26,239,474 12,585,154 (611,000) (12,357,140) 25,856,488 22,668,666
Total 2007 ( a
+b ) 1,938,116,477 545,060,352 148,255,299 (21,077,914) (14,284,610) 2,610,354,214 547,184,748 125,667,892 (12,428,976) - 660,423,664 1,949,930,550
Page 112
5. Capital work-in-progress-2008
Additions Transferred
Balance as at during to fixed Balance as at
1 January 31 December
2008 the year assets 2008
Taka Taka Taka Taka
Building 28,207,698 16,022,988 12,811,049 31,419,637
Plant and machinery 185,662,526 207,284,164 291,671,287 101,275,403
Furniture and fixture - 755,430 - 755,430

Electrical and other office
appliances - 1,647,830 - 1,647,830
213,870,224 225,710,412 304,482,336 135,098,300
Capital work-in-progress-comparative -2007
Building 7,503,608 29,939,930 9,235,840 28,207,698
Furniture and fixture 23,282 2,362,721 2,386,003 -

appliances - 1,931,178 1,931,178 -
37,004,294 266,499,330 89,633,400 213,870,224
5 (a) Consolidated Capital work-in-progress-2008
Land 308,658 34,605,195 33,667,678 1,246,175
Building 78,010,642 101,722,221 131,825,621 47,907,242
Furniture & fixture 21,882 800,032 26,484 795,430
Pantoon and gangway 2,648,109 323,840 2,971,949 -

appliances 393,285 9,192,411 7,935,837 1,649,859
Office machinery - 95,630 95,630 -
Vehicles - - - -
567,484,589 521,283,902 823,814,239 264,954,252
Consolidated capital work-in-progress-comparative-2007
Land - 8,536,861 8,228,203 308,658
Building 8,214,858 110,136,508 40,340,724 78,010,642
Furniture & fixture 23,282 2,580,926 2,582,326 21,882
Pantoon and gangway - 2,648,109 - 2,648,109

appliances - 5,764,402 5,371,117 393,285
Office machinery - 1,141,640 1,141,640 -
Vehicles - 283,020 283,020 -
39,353,484 676,386,404 148,255,299 567,484,589
5 (b) Consolidated intangible assets Additions Retirement

Balance as at during and Balance as at
1 Jan 2008 the year disposal 31 Dec 2008
Taka Taka Taka Taka
Goodwill on acquisition 104,677,902 - - 104,677,902
Software - 3,794,990.00 - 3,794,990
Cost 104,677,902 3,794,990 - 108,472,892
Less: Accumulated amortization and impairment

losses - 189,750.00 - 189,750
Carrying amounts 104,677,902 3,605,240 - 108,283,142
6. Investments
2008 2007
Face Called and
Number value paid up
per capital per
of shares share share Shareholding Value Value
Taka Taka % Taka Taka
Investment in subsidiaries
Flyban Insecticides Limited 25,500 100 100 51.00 2,550,000 2,550,000
ACI Formulations Limited 12,755,000 10 10 66.00 63,775,000 108,712,500
ACI Salt Limited 78,000 1,000 1,000 78.00 78,000,000 78,000,000
ACI Foods Limited 380,000 100 100 95.00 38,000,000 38,000,000
ACI Pure Flour Limited 380,000 100 100 95.00 38,000,000 38,000,000
Apex Leather Craft Limited 365,700 100 100 100.00 79,984,291 79,984,291
ACI Agrochemicals Limited 180 100 100 90.00 18,000 18,000

Creative Communications
Limited 6,000 100 100 60.00 600,000 600,000
ACI Motors Limited 7,500 100 100 75.00 750,000 750,000
Premiaflex Plastics Limited 32,000 1,000 1,000 80.00 32,000,000 32,000,000
ACI Logistics Limited 105,260 1,000 1,000 76.00 105,260,000 -
438,937,291 378,614,791
Page 114
Investment in Associates and Joint Ventures
Asian Consumer Care (Pvt.)
Limited 1,079,445 10 10 24.00 10,794,450 10,794,450
ACI Godrej Agrovet ( Pvt. )
Limited 1,350,000 100 100 50.00 135,000,000 80,000,000
Computer Technology Limited 200 100 100 40.00 20,000 20,000
Stochastic Logic Limited 2,000 100 100 20.00 200,000 200,000

Tetley ACI ( Bangladesh )
Limited 550,000 100 100 50.00 55,000,000 45,000,000
201,014,450 136,014,450
Investment in others
Mutual Trust Bank Limited 498,960 100 100 3.33 28,316,000 20,000,000
Central Depository Bangladesh
Limited 2 1,000,000 1,000,000 0.58 2,000,000 2,000,000
30,316,000 22,000,000
Total investment in shares 670,267,741 536,629,241
6 (a) Consolidated Investment

2008 2007
Face Called and
Number value paid up
per capital per
of shares share share Shareholding Value Value
Taka Taka % Taka Taka
Investment valued at cost:
Mutual Trust Bank Limited 498,960 100 100 1 28,316,000 20,000,000

Central Depository Bangladesh
Limited 2 1,000,000 1,000,000 1 2,000,000 2,000,000
Computer Technology Limited 200 100 100 40 20,000 20,000
30,336,000 22,020,000
Investment valued under equity
method:
Tetley ACI (Bangladesh) Limited 550,000 100 100 50 (1,059,354) (1,859,093)

Asian Consumer Care (Pvt)
Limited 1,079,445 10 10 24 (5,631,037) 907,018
ACI Godrej Agrovet (PVt.)
Limited 1,350,000 100 100 50 111,630,417 41,604,435
Stochastic Logic Limited 2,000 100 100 20 (813,806) (627,168)
104,126,220 40,025,192
Total carrying amount of investment 134,462,220 62,045,192
7. Inventory
2008 2007
Taka Taka
Finished goods 1,223,602,498 611,584,055
Page 115
Work-in-process 84,741,942 35,434,261
Raw materials 690,497,438 312,808,509
Packing materials 113,365,639 74,034,071
Stores and spares 10,578,583 7,528,820
Stock in transit 67,593,045 108,529,354
2,190,379,145 1,149,919,070
Less: Provision for slow moving and damaged goods and write down to NRV 105,325,895 58,521,441
2,085,053,250 1,091,397,629
In view of innumerable items of inventory and diversified quantities, it is not practical to disclose quantities against each item of inventory.
7 (a) Consolidated inventories
Finished goods 1,452,324,575 644,727,561

Work-in-process 88,794,787 36,229,138
Raw materials 1,254,127,400 602,323,616
Packing materials 262,084,178 141,316,259
Stores & spares 42,349,436 13,998,250
Stock in transit 158,031,685 197,259,809
Others - 5,715,173
3,257,712,061 1,641,569,806
Less: Provision for slow moving and damaged goods and write down to NRV 113,458,700 58,521,441
3,144,253,361 1,583,048,365
8. Trade debtors
2008 2007
Dues over Dues below
6 months 6 months Total Total
Taka Taka Taka Taka
Pharmaceuticals 14,008,187 200,182,951 214,191,138 116,498,581
Agro-business 54,540,654 537,668,512 592,209,166 495,007,467
Animal health 6,127,737 84,189,469 90,317,206 61,567,581
Consumer brands 9,416,852 136,294,910 145,711,762 95,312,025
Seeds 359,350 89,148,721 89,508,071 59,612,740
Fertilizer 19,783,496 150,009,213 169,792,709 112,531,316
Cropex - 59,480,835 59,480,835
104,236,276 1,256,974,611 1,361,210,887 940,529,710

Less: Provision for doubtful debts 56,395,334 41,638,666
1,304,815,553 898,891,044
Page 116
8 (a) Consolidated trade debtors

2008 2007
Taka Taka
Pharmaceuticals 214,191,138 116,498,581

Agro-chemicals 593,113,816 495,007,467
Consumer brands 145,711,762 95,312,025
Animal health 90,317,206 61,567,581
Seeds 89,508,071 -
Fertilizer 169,792,709 59,612,740
Cropex 59,480,835 112,531,316
Salt 7,042,852 -
Foods 52,701,814 -
Flour 41,462,365 -
Premiaflex 11,798,171 -
Motors 456,438,388 -
Others - 8,227,162
1,931,559,127 948,756,872
Less: Provision for doubtful debts 56,864,984 41,638,666
1,874,694,143 907,118,206
Debts due over six months 51,087,501 23,829,423

Debts due below six months 1,823,606,642 883,288,783
1,874,694,143 907,118,206
9. Other debtors
2008 2007
Dues over Dues below
6 months 6 months Total Total
Taka Taka Taka Taka
Receivable from Novartis (Bangladesh) Limited - 606,178 606,178 1,400,908
Receivable from Oram Limited 2,262,050 - 2,262,050 2,262,050
Searle Pakistan Limited - - - 1,478,769
Health Care Pharmaceuticals Limited - - - 3,377,568

EAC Industrial Ingredients Pte. Ltd. - 973,554 973,554 -
Labx Biotechnology ( Pvt.) Limited 938,856 - 938,856 2,638,856
Les Laboratories Servier - 37,213,012 37,213,012 70,903,945
Godrej Sara Lee A & P Fund - - - 2,314,285
Winall Hi-tech Seed Company Limited - - - 31,779,800
Bank guarantee margin 6,052,147 647,948 6,700,095 7,761,251

Page 117
Other receivables - 32,911,308 32,911,308 12,648,271
9,253,053 72,352,000 81,605,053 136,565,703
9 (a) Consolidated other debtors

2008 2007
Taka Taka
Debts due over six months 9,303,053 16,243,306

Debts due below six months 74,477,451 128,233,237
83,780,504 144,476,543
10. Advances, deposits and prepayments

2008 2007
Taka Taka
Advances:
Loans and advances to staff 92,603,253 56,210,410
Advances to C & F agents and others 67,086,789 46,171,864
Advance for rent and others 40,922,149 3,671,742
VAT current account 34,673,374 57,934,082
235,285,565 163,988,098
Deposits:
Deposits for utilities 3,188,723 2,348,623
Tender deposit 5,820,952 13,260,055
9,009,675 15,608,678
Prepayments 1,501,726 164,265

245,796,966 179,761,041
10 (a) Consolidated advances, deposits and prepayments
Advances:
Advance to staff 92,603,253 56,210,410
Advance to C&F agent and others 110,182,492 102,484,084
Advance for rent and others 80,308,873 4,130,742
VAT current account. 42,197,388 57,934,082
325,292,006 220,759,318
Deposits:
Deposits for utilities 13,537,745 9,978,525
Tender deposit 12,435,590 17,073,525
L/C margin 5,008,216 -
30,981,551 27,052,050
Prepayments 1,600,435 385,753
357,873,991 248,197,121
I1. Inter company receivables
Page 118
Flyban Insecticides Limited 976,125 971,125

Apex Leather Craft Limited 52,119,777 53,981,658
Computer Technology Limited 30,000 30,000
Tetley ACI (Bangladesh) Limited 437,294 182,268
Asian Consumer Care (Pvt.) Limited 7,555,218 17,292,310
ACI Salt Limited 161,993,597 296,541,803
ACI Godrej Agrovet (Pvt. ) Limited 869,726 6,913,095
ACI Foods Limited 300,914,860 46,203,735
ACI Pure Flour Limited 53,175,971 126,138,290
ACI Agrochemicals Limited 54,638 27,340
Stochastic Logic Limited 4,066,894 3,134,753
Premiaflex Plastics Limited 77,866,482 -
ACI Motors Limited 175,217,496 -
ACI Logistics Limited 26,780,697 -
862,058,775 551,416,377
11 (a) Consolidated inter-company receivables

2008 2007
Taka Taka
Tetley ACI Bangladesh Ltd 437,294 182,268

Asian Consumer Care (PVT.) Ltd 7,555,218 17,292,310
Computer Technology Ltd. 30,000 30,000
ACI Godrej Agrovet (Pvt.) Limited 869,726 6,913,095
Stochastic Logic Limited 4,066,894 3,134,753
12,959,132 27,552,426
11.1 Name of auditors of the group companies
Name of the company Relationship Auditors
ACI Formulations Limited Subsidiary Rahman Rahman Huq

ACI Logistics Limited " Rahman Rahman Huq
ACI Godrej Agrovet (Pvt. ) Limited Joint venture Rahman Rahman Huq
Tetley ACI (Bangladesh) Limited " Rahman Rahman Huq
ACI Salt Limited Subsidiary Hoda Vasi Chowdhury & Co.
ACI Foods Limited " M. J. Abedin & Co.
ACI Pure Flour Limited " M. J. Abedin & Co.
Apex Leather Craft Limited " M. J. Abedin & Co.
Creative Communication Limited " Ashraful Haque Nabi & Co.
ACI Motors Limited " Ashraful Haque Nabi & Co.
Premiaflex Plastics Limited " Ashraful Haque Nabi & Co.
Flyban Insecticides Limited " Shiraz Khan Bashak & Co.
ACI Agrochemical Limited " Shiraz Khan Bashak & Co.
Asian Consumer Care (Pvt.) Limited Associate Ahmed Mashuque & Co.
Stochastic Logic Limited Associate Shiraz Khan Bashak & Co.
Page 119
12. Cash and bank balance
2008 2007
Taka Taka
Cash in hand 10,775,189 8,982,229

Collection in hand 67,769,455 24,041,251
Cash at bank 133,379,993 24,171,993
Cash and bank balance 211,924,637 57,195,473
Bank overdrafts used for cash management purposes (Note-18) (732,188,602) (271,195,982)
Cash and cash equivalent in the cash flow statement (520,263,965) (214,000,509)
12 (a) Consolidated cash and bank balance
Cash in hand 12,165,386 9,794,426

Cash at bank (in current accounts) 153,852,287 48,773,535
Collection in hand 67,769,455 24,041,251
Cash and bank balance 233,787,128 82,609,212
Bank overdrafts used for cash management purposes ( Note-18-a) (1,209,590,748) (314,191,451)
Cash and cash equivalent in the cash flow statement (975,803,620) (231,582,239)
13. Non-current assets held for sale
Non-current assets held for sale represents investment in shares of ACI Formulations Ltd amounting to Taka 18,601,750 (3,720,350 shares at
carrying value of Tk 5 per share with a face value of Tk 10 each) The decision to sell this asset was taken in 132nd board meeting dated 2 July 2008
and accounted for as per BFRS-5-'Non-current Assets Held for Sale and Discontinued Operations'. This investment is measured at cost as per BAS-
25: Investments.
14. Share capital
Authorised:
50,000,000 Ordinary shares of Tk. 10 each 500,000,000 500,000,000
Issued and paid up:
1,680,700 Ordinary shares of Tk. 10 each 16,807,000 16,807,000

1,049,300 Ordinary shares of Tk. 10 each
Issued for consideration other than cash 10,493,000 10,493,000
6,090,000 Bonus shares of Tk. 10 each 60,900,000 60,900,000
7,350,000 Right shares of Tk. 10 each 73,500,000 73,500,000
16,170,000 161,700,000 161,700,000
Page 120
The aforesaid share capital is subscribed as under :

Number of
shares Percentage
Directors/Sponsors 5,951,399 36.81
Institutions 3,425,541 21.18
General shareholders 6,793,060 42.01
16,170,000 100.00
A distribution schedule of the above shares is given below as required by the listing rules:
Percentage
Number of of total
shareholders Shareholdings No of shares shareholdings
9,228 Less than 500 shares 986,364 6.10

1,021 501-5,000 shares 1,240,715 7.67
54 5,001-10,000 shares 369,283 2.28
30 10,001-20,000 shares 468,010 2.89
15 20,001-30,000 shares 335,899 2.08
4 30,001-40,000 shares 142,220 0.88
10 40,001-50,000 shares 366,870 2.27
8 50,001-100,000 shares 604,020 3.74
15 100,001-1,000,000 shares 5,044,475 31.20
3 Over 1,000,000 shares 6,612,144 40.89
10,388 16,170,000 100.00
15. Share premium- Tk. 250,022,474
This represents the amount received against issue of shares at premium in the years 1995 and 1998.
16. Capital and revaluation surplus
16.1 Capital reserve
This represents the total grant received from Imperial Chemical Industries plc, London towards the cost of fixed assets.
16.2 Revaluation surplus
Opening balance as at 1 January

294,901,646 216,135,224
Addition during the year - 81,036,152
Realized during the year due to disposal of fixed assets (2,286,216) (2,269,730)
Adjustment due to change in tax rate 10,532,202 -
303,147,632 294,901,646
Page 121
16.2 (a) Consolidated revaluation surplus
2008 2007
Taka Taka
Opening balance as at 1 January

600,284,264 273,096,825
Addition during the year (4,361,196) 329,457,169
Realized during the year due to disposal of fixed assets (2,286,216) (2,269,730)
Adjustment due to change in tax rate 19,646,058 -
Post acquisition reserve transferred to retained earnings (16,006,869) -
597,276,041 600,284,264
17. Long term liabilities

2008 2007
Notes Taka Taka
Staff gratuity provision 96,922,813 83,087,269

Other long term employee benefits 27,457,642 17,061,333
Deferred tax liabilities 17.1 128,217,456 130,371,634
Employees group insurance fund 400,000 400,000
Loan from other sources - unsecured 215,245 215,245
Obligation under finance lease 17.2 2,363,791 8,082,683
Long term bank loan 17.3 54,087,034 103,012,854
309,663,981 342,231,018
17 (a) Consolidated long term liabilities
Staff gratuity provision 96,922,813 83,087,269

Other long term employee benefits 27,457,642 17,061,333
Deferred tax liabilities 129,625,281 184,343,829
Employees group insurance fund 400,000 400,000
Loan from other sources - unsecured 55,631,573 55,631,573
Obligation under finance lease 2,363,791 8,082,683
Long term bank loan 17.3 (a) 313,348,442 281,191,990
625,749,542 629,798,677
17.1 Deferred tax liabilities
(a) Deferred tax on temporary differences

(i) Taxable temporary differences
fixed assets 301,696,063 190,915,049
lease obligation 5,058,609 5,616,376
Total taxable temporary differences 306,754,672 196,531,425
(ii) Deductible temporary difference
Stock 105,325,895 58,521,441
Debtors 56,395,333 41,638,666
Gratuity 96,922,813 83,087,269
Total deductible temporary difference 258,644,041 183,247,376
Page 122
Net taxable temporary differences 48,110,631 13,284,049
Tax rate 27.5% 30%
Deferred tax liability 13,230,424 3,985,215
(b) Deferred tax liability on revaluation surplus 114,987,032 126,386,419
(a+b) Closing balance 128,217,456 130,371,634
Deferred tax on revaluation surplus has been restated due to change of tax rate from 30% to 27.5% during the year under
review.
17.2 Obligation under finance lease
Payment due within one year 5,718,892 10,220,408

Payment due within 5 years but later than one year 2,363,791 8,082,683
Payment due after 5 years - -
8,082,683 18,303,091
17.3 Long term bank loan
Loan from The Hongkong and Shanghai Banking Corporation Limited 19.3.5 10,774,685 12,328,254
Loan from Standard Chartered Bank 19.1.5 43,312,349 90,684,600
54,087,034 103,012,854
17.3 (a) Consolidated long term bank loans

Standard Chartered Bank 43,312,349 48,121,577
The Hongkong and Shanghai Banking Corporation Limited 84,049,143 90,684,600
Citibank N.A 95,789,976 142,385,813
Eastern Bank Limited 34,296,600 -
The City Bank Limited 55,900,374 -
313,348,442 281,191,990
18. Bank overdraft

2008 2007
Notes Taka Taka
Standard Chartered Bank 19.1 98,533,776 51,449,751

Commercial Bank of Ceylon Limited 19.2 13,522,009 44,816,008
The Hongkong and Shanghai Banking Corporation Limited 19.3 18,139,778 59,918,598
Citibank, N.A. 19.4 126,217,600 115,014,970

Mercantile Bank Limited 19.10 70,693,145 -
Dhaka Bank Limited (1,345) (3,345)
The City Bank Limited 19.5 196,512,607 -
Eastern Bank Limited 19.6 13,097,718 -
Bank Alfalah Limited 19.7 59,927,779 -
BRAC Bank Limited 19.8 57,389,094 -
AB Bank Limited 19.9 78,156,441 -
732,188,602 271,195,982
Page 123
18 (a) Consolidated Bank Overdraft
Commercial Bank of Ceylon Limited 31,091,261 44,816,008
Citibank N.A 167,990,308 132,437,852
Mercantile Bank Limited 70,693,145 -
Dhaka Bank Ltd. 136,284,129 (3,345)
Eastern Bank Ltd. 32,581,430 -
Bank Alfalah Ltd. 59,927,779 -
BRAC Bank Ltd. 57,389,094 -
AB Bank Ltd. 78,156,441 -
Bangladesh Krishi Bank 171,178,594 -
National Bank Limited 1,441,483 -
1,209,590,748 314,191,451
19. Short term bank loan
Standard Chartered Bank 19.1 319,575,174 333,159,433

Commercial Bank of Ceylon Limited 19.2 236,640,000 210,414,000
The Hongkong and Shanghai Banking Corporation Limited
19.3 351,469,364 513,606,966
Citibank, N.A. 19.4 283,736,166 85,216,318
AB Bank Limited 19.9 77,620,000 -
The City Bank Limited 19.5 182,947,266 -
Eastern Bank Limited 19.6 183,686,243 -
BRAC Bank Limited 19.8 180,894,407 -
1,816,568,620 1,142,396,717
19 (a) Consolidated short term bank loans

Commercial Bank of Ceylon Limited 347,764,000 210,414,000
Citibank N.A 403,819,499 165,473,546
AB Bank Ltd. 108,620,000 -
The City Bank Ltd. 182,947,266 -
Eastern Bank Ltd. 355,042,127 -
BRAC Bank Ltd. 180,894,407 -
2,870,816,761 1,915,031,415
19.1 Standard Chartered Bank
The company is enjoying following facilities from Standard Chartered Bank (SCB) under the following terms and conditions.
Page 124
19.1.1 Overdraft
Limit Tk 75,000,000
:
Purpose Working capital financing
:
Tenor On demand
:
19.1.2 Letter of Credit / Loan Against Trust Receipt (LATR)
Amount: : Tk 600,000,000
Purpose: : To open Letter of Credit and subsequent retirement through the Standard Chartered Bank (SCB).
Tenor: : 120 days
Repayment On maturity each trust receipt outstanding will be adjusted by debiting Company's bank account and quarterly
: interest will be charged into the same account.
19.1.3 Short term bank loan
Amount : Tk 70,000,000 (inner limit of Letter of Credit for Tk. 600,000,000 under Note: 19.1.2)
Purpose : To finance import of machinery and equipment through the Standard Chartered Bank (SCB).
Tenor : 1 Year
Repayment : 12 equal monthly installment
19.1.4 Revolving Loan
Purpose : Working capital finance
Tenor : 120 days
19.1.5 Letter of Credit / Term Loan
Amount : Tk 260,000,000
To import Pharmaceuticals capital machinery. A portion of the term loan to the tune of tk.80.00 Million has been
Purpose : disbursed and is now under run-down basis.
Tenor : 4 Years
Payment : 16 equal quarterly installments
19.1.6 Guarantee
To issue guarantee for tender and utility
Purpose : facilities
Tenor : 4 Years
Securities for the facilities mentioned under notes 19.1.1, 19.1.2, 19.1.3, 19.1.4, 19.1.5, and 19.1.6 are as follows:
Page 125
i)
Demand promissory note and letter of continuation for Tk 1,110,454,000.00 each.
Registered hypothecation over Stock and Book debts on pari-passu basis with other lenders where Standard Chartered Bank's
ii) share should be at least Tk. 920,000,000 [Held for Tk. 1,000,000,000 dtd. 06.06.06].
Registered hypothecation over Plant & Machinery on pari-passu basis with other lenders where Standard Chartered Bank's
iii) should be at least Tk.565,000,000 [ Held for Tk. 1,000,000,000 dtd. 06.06.06].
iv) Registered hypothecation over specific Plant & Machinery imported through Standard Chartered Bank for Tk.260,000,000.
v) Equity Mortgage over Land & Building thereon of the factory property of Advanced Chemical Industries Limited at Godnail,
Narayanganj (Held for Tk. 318,042,000 dated 11.08.1998).
vi)
Board resolution of the company covering entire facility.
19.2 Commercial Bank of Ceylon Limited
The Company is enjoying following facilities from Commercial Bank of Ceylon Ltd. under the following terms and conditions.
19.2.1 Overdraft
Limit Tk 50,000,000
:
:
Tenor On demand
:
Expiry
: 31-10-09
Amount : Tk 150,000,000
Purpose : Working capital finance
Tenor : 180 days
19.2.3 Letter of Credit / Loan Against Trust Receipt (LATR)
Amount : Tk 90,000,000
Purpose : For import of raw materials
Tenor : 180 days
Securities for the facilities mentioned under notes 19.2.1, 19.2.2 and 19.2.3 are as follows:
i)
Demand promissory notes and letter of continuation for Tk 290,000,000.
ii)
Registered first hypothecation charge over stocks and book debts on pari-passu basis with other lenders where Commercial
Bank of Ceylon Ltd's should have at least Tk. 290,000,000.
Page 126
19.3 The Hongkong and Shanghai Banking Corporation Limited
The Company is enjoying following facilities from The Hongkong and Shanghai Banking Corporation (HSBC) under the following terms and
conditions:
19.3.1 Overdraft
Limit Tk 30,000,000
:
Purpose To support collection/payment and daily overhead expenses.
:
Tenor On demand
:
Expiry
: 30-06-2009
19.3.2 Letter of Credit / Loan Against Trust Receipt (LATR) / Short term bank loan
Amount : Tk 500,000,000
Purpose :
To open Letter of Credit and their subsequent retirement through the Hongkong and Shanghai Banking
Corporation Limited (HSBC)
Tenor : 180 days
Expiry
: 30-06-2009
19.3.3 Short Term bank Loan
Purpose : Working Capital financing
Tenor : 270 days
Expiry
: 30-06-2009
19.3.4 Letter of Credit (One off)
Amount : Tk 2,000,000
Purpose : To import capital machinery and issue shipping guarantee
Tenor : 180 days
Expiry
: 30-06-2009
19.3.5 Term Loan
Amount : Tk 17,780,793.02
Purpose : To import capital machinery and issue shipping guarantee
Tenor : 4 Years
Expiry
: 08/04/2012
Payment : 16 equal quarterly installments
19.3.6 Guarantee
Page 127
Amount : Tk 10,000,000
Purpose : To issue guarantee favoring various Government Bodies and Utility companies
Tenor : 1 year/5 years for utility companies
Securities for the facilities mentioned under notes 19.3.1, 19.3.2, 19.3.3, 19.3.4, 19.3.5 and 19.3.6 are as follows:
i)
Demand promissory notes of Tk 675,000,000 with letters of revival and continuity.
ii)
First pari-passu charge with other lenders over the stock of raw materials, work-in-progress, finished goods and book
debts/receivables where HSBC's share will Tk 1,000,000,000.
iii)
First pari-passu charge with other lenders over the borrower's plant and machinery on pari-passu basis where HSBC's share
should be at least Tk. 455,000,000.
iv)
Power of Attorney for hypothecated Goods.
v)
Trade Financing General Agreement for trade facilities.
19.4 Citibank, N.A.
The Company is enjoying following facilities from Citibank, N.A. under the following terms and conditions:
19.4.1 Overdraft
Limit Tk 70,000,000
:
:
Tenor On demand
:
19.4.2 Letter of Credit/Loan Against Trust Receipts/ Short term loan
Amount : Tk 400,000,000
Purpose : For import of raw materials, spares and finished goods.
Tenor : 180 days
Tk 250,000,000 ( inner limit of Letter of Credit for Tk. 400,000,000 under

Amount : Note: 19.4.2)
Purpose : Local purchase loan/duty/VAT payment
Tenor : 90 days
Securities for the facilities mentioned under notes 19.4.1, 19.4.2 and 19.4.3 are as follows:
i)
First registered hypothecation charge on a Pari-Passu basis with other lenders of ACI Ltd. on stocks and book debts where
Citibank, N.A's share should be at least Tk. 470,000,000
19.5 The City Bank Limited
The Company is enjoying following facilities from The City Bank Limited under the following terms and conditions:
Page 128
19.5.1 Overdraft
Limit Tk 200,000,000
:
:
On demand
Tenor :
Expiry
: 31-03-09
Repayment
: Through internal cash generation/own sources
19.5.2 Letter of Credit (Specific))
Amount : Tk 70,000,000
Purpose : To import machinery
Tenor
: 210 Days
Expiry
: 31-03-09
19.5.3 Term Loan
Amount: : Tk 100,000,000 (including the Letter of Credit facility under Note: 19.5.2)
Purpose: For retirement of imported machineries against LC under Letter of Credit mentioned under Notes: 19.5.2 and to
: finance the cost of civil construction.
Tenor 210 Days

:
Expiry
: 31-03-09
19.5.4 Letter of Credit / LATR (Regular)
Amount : Tk 250,000,000
Purpose : To import raw material
Tenor
: 120 Days
Expiry
: 31-03-09
Tk 100,000,000 (inner limit of LATR under Note:

Amount : 19.5.4)
Purpose : Working capital financing
Tenor
: 90 Days
Expiry
: 22-03-2009
Securities for the facilities mentioned under notes 19.5.1, 19.5.2, 19.5.3, 19.5.4 and 19.5.5 are as follows:
i)1st ranking Paripassu Charge on all floating assets including stock, book debts of ACI Limited with other lenders.
19.6 Eastern Bank Limited
Page 129
The Company is enjoying following facilities from Eastern Bank Limited under the following terms and conditions.
19.6.1 Overdraft
Limit Tk 20,000,000
:
:
On demand
Tenor :
Expiry : 13-02-09
Repayment
: From own cash flow / sales proceeds of the business.
19.6.2 Letter of Credit/Import Loan ( Revolving)
Amount : Tk 400,000,000
Purpose
:
To import raw materials, finished goods, spare parts and others to be used in the product and sale by the
company
Tenor : 120 days
Expiry : 13-02-09
Repayment
:
Letter of Credit will be adjusted upon receipt of shipping documents, Letter of Credit liability will be switched
over to import loan liability. Import Loan will be repaid from own cash flow/sales proceeds of its products.
19.6.3 Letter of Credit/Term Loan ( One Time)
Amount : Tk 25,000,000
Purpose : To import capital machinery and equipment of the Company.
Tenor : 4 Years
Expiry : 13-02-09
Repayment
: To be repaid in 14 equal quarterly installment.
19.6.4 Demand Loan
Amount : Tk 125,000,000
Purpose : For local procurement / Duty / Tax / VAT
Tenor : 120 days
Expiry : 13-02-09
Repayment From own cash flow / sales proceeds of
: the products.
Securities for the facilities mentioned under notes 19.6.1, 19.6.2 , 19.6.3 and 19.6.4 are as follows:
i)
Registered (1st charge pari passu) hypothecation over entire stock and book debts with other lenders where Eastern Bank
Limited's share should be at least Tk. 470,000,000 on pari-passu basis.
19.7 Bank Alfalah Limited
Page 130
The company is enjoying following facilities from Bank Alfalah Limited under the following terms and conditions:
19.7.1 Overdraft
Limit Tk 70,000,000
:
:
Tenor : On demand
Expiry : 30-06-09
Repayment
: From own cash flow / sales proceeds of the products.
19.7.2 Letter of Credit/Loan Against Trust Receipts
Amount: : Tk 100,000,000
Purpose: : To import raw material
Tenor : 150 days
Expiry : 31-06-09
Repayment
: From company's own source.
Securities for the facilities mentioned under notes 19.7.1 and 19.7.2 are as follows:
i)
First registered hypothecation charge on a Pari-Passu basis with other lenders of Advanced Chemicals Industries Limited on
Stocks and Book Debts where Bank Alfalah Limited's share should be at least Tk. 180,000,000.
ii)
Trust Receipt
19.8 BRAC Bank Limited
The company is enjoying following facilities from BRAC Bank Limited under the following terms and conditions:
19.8.1 Overdraft
Limit: Tk 60,000,000
:
Purpose: Working capital financing
:
On demand
Tenor :
Repayment From operational cash flow of the
: company.
One year from the date of sanction
Expiry :
19.8.2 Letter of Credit /LATR(revolving)
Amount : Tk 500,000,000
Purpose To import raw materials, finished products and other items for various business division of Advanced Chemicals
: Industries Limited.
Tenor : 120 days

Expiry :
Repayment
: From operational cash flow of the company.
Page 131
19.8.3 Short term loan
Amount : Tk 100,000,000 (inner limit of Letter of Credit for Tk. 500,000,000 under Note:19.8.2)
Purpose : To finance local purchases and other various trading items of Advanced Chemicals Industries Limited.
Tenor : 120 days
Expiry :
Repayment From operational cash flow of the company.
:
19.8.4 Revolving Loan

Amount : Tk 50,000,000
Purpose : To finance duty payment and local purchase
Tenor : 120 days
Expiry :
Repayment From operational cash flow of the company.
:
19.8.5 Guarantees
Amount : Tk 10,000,000
Purpose : To meet various contractual obligations
Tenor : 120 days
Securities for the facilities mentioned under notes 19.8.1, 19.8.2, 19.8.3, 19.8.4 and 19.8.5 are as follows:
i) Registered (1st charge pari passu) hypothecation with other lenders over entire stock of Advanced Chemicals Industries
Limited where BRAC Bank Limited should have a share of Tk. 610,000,000 on pari-passu basis.
ii)
Registered (1st charge pari passu) hypothecation with other lenders over entire book debts of Advanced Chemicals Industries
Ltd. where BRAC Bank Limited should have a share of Tk. 610,000,000 on pari-passu basis.
iii)
Other usual charge documents (DP notes, Letter of Continuity, Letter of Agreement, General Loan, Agreement, Letter of
Counter Guarantee)
19.9 AB Bank Limited
The Company is enjoying following facilities from AB Bank Limited under the following terms and conditions:
19.9.1 Overdraft
Tk 80,000,000
Amount :
Working capital financing
Purpose :
On demand
Tenor :
Expiry : 28-02-09
Repayment
: From sales proceed of the company's products
Amount : Tk 500,000,000
Purpose : To import raw materials, finished goods, additives etc.
Tenor : 120 days
Page 132
Expiry : 28-02-09
Repayment
: From sale proceeds
19.9.3 Revolving Time Loan
Amount : Tk 120,000,000
Purpose : To procure raw material/finished goods and pay duty/VAT
Tenor : 120 days
Expiry : 28-02-09
Repayment
: From operational cash flow
19.9.4 Revolving Bank Guarantee
Amount : Tk 10,000,000
Purpose : To issue guarantee for tender and utility facilities
Expiry : 28-02-09
Repayment
: By return of duly released original guarantee
Securities for the facilities mentioned under notes 19.9.1, 19.9.2, 19.9.3 and 19.9.4 are as follows:
i)
Registered (1st charge pari passu) hypothecation over all floating assets of the company under Pari-passu security share
agreement with other lenders where AB Bank should have a minimum share of Tk. 710,000,000.
ii)
Corporate guarantee of ACI Formulations Limited, ACI Pure Flour Limited, ACI Foods Limited.
19.10 Mercantile Bank Limited
The Company is enjoying following facilities from Mercantile Bank Limited under the following terms and conditions:
19.10.1 Overdraft
Limit Tk 75,000,000
:
:
On demand
Tenor :
Repayment
: From sales proceed of company's products
Amount : Tk 200,000,000
Purpose :
To import pharmaceutical raw materials, chemicals, medicines, consumer goods raw material for production of
veterinary items.
Tenor : 120 days
Repayment
From sale proceeds of company's products
Securities for the facilities mentioned under notes 19.10.1 and 19.10.2 are as follows:
i) Registered (1st charge pari passu) hypothecation over all floating assets of the company under Pari-passu security share
agreement with other lenders where Mercantile Bank Limited's should have a minimum share of Tk. 275,000,000.
Page 133
ii) Corporate guarantee of ACI Formulations Limited, ACI Pure Flour Limited, ACI Foods Limited
20. Long term Bank loan - Current portion

2008 2007
Taka Taka
Notes
Standard Chartered Bank 19.1.5 99,171,382 58,021,601

19.3.5 5,604,887 4,483,001
104,776,269 62,504,602
20 (a) Consolidated long term loans- Current portion

23,127,235 46,943,021
Citibank N.A 53,333,304 49,840,076
Eastern Bank Limited 52,104,161 -
232,920,021 154,804,698
21. Other creditors

241,205,456 247,735,933
Creditors for expenses
37,971,126 43,549,675
Security money received from customers
78,212,732 55,026,894
Workers profit participation fund
14,133,311 10,907,735
Unpaid dividend
10,083,431 9,567,757
Tax deduction at source
72,950,623 55,671,220
Employees welfare fund
563,722 562,644
Right share deposit to be refunded
4,212,869 2,068,364
Family day fund
2,378,529 2,234,976
Non-management staff provident fund
- 735,405
Godrej Sara Lee (Bangladesh) Pvt. Limited
Pidilight advertisement and promotional fund - 68,114
- 12,925
Perfetti advertisement and promotional fund
3,628,267 4,678,866
Godrej consumer product advertisement and promotional fund
- 1,112,887
Nivea advertisement and promotional fund
- 66,366
Godrej Sara Lee replacement fund
1,769,687 1,086,681
Management staff provident fund
- 43,246,264
ACI Trading Limited
2,701,650 -
Laser advertisement and promotional fund
469,811,403 478,332,706
21 (a) Consolidated other creditors

2008 2007
Taka Taka
Creditors for expenses 553,600,009 340,391,873

Security money received from customers 45,623,960 43,748,369
Workers' profit participation fund 128,646,734 91,179,028
Unpaid dividend 14,133,311 10,907,735
Page 134
Provident fund 1,769,687 1,086,681
Tax deducted from suppliers and employees 10,083,431 9,650,911
Employees savings fund 72,950,623 55,671,220
Right share deposit to be refunded 563,722 562,644
Family day fund 4,212,869 2,068,364
Non-management staff provident fund 2,378,529 2,234,976
Godrej Sara Lee (Bangladesh) Pvt. Limited - 735,405
Pidilight advertisement and promotional fund - 68,114
Perfeti advertisement and promotional fund - 12,925
Godrej consumer product advertisement and promotional fund 3,628,267 4,678,866
Nevia advertisement and promotional fund - 1,112,887
Godrej Sara Lee replacement fund - 66,366
Laser advertisement and promotional fund 2,701,650 -
ACI Trading Limited - 43,246,264
840,292,792 607,422,628
22. Inter-company liabilities
698,672,186 726,212,549
ACI Formulations Limited
31,250,543
Premiaflex Plastics Limited -
- 522,230
ACI Motors Limited
10,937,665 673,347
Creative Communication Limited
709,609,851 758,658,669
23. Provision for taxation
Opening balance 277,961,183 153,442,970

Provision made during the year 98,683,532 124,518,213
376,644,715 277,961,183
Adjustment of advance payment of tax 140,094,241 -
Closing balance 236,550,474 277,961,183
23 (a) Consolidated provision for tax
Opening balance 328,246,138 214,162,306

Provision for the year 194,579,195 172,168,213
522,825,333 386,330,519
Advance payment of tax during the year (183,721,132) (58,084,381)
Closing balance 339,104,201 328,246,138
24. Revenue
2008 2007
Taka Taka
Page 135
Pharmaceuticals* 2,450,979,832 1,783,144,340
Agrochemicals and public health 1,406,251,276 1,016,584,961
Animal health 432,506,569 363,101,078
Consumer brands 1,816,932,587 1,434,539,829
Seeds 346,403,255 143,017,038
Newspaper - 5,495,478
Fertilizer 580,258,469 171,421,607
Cropex 331,771,553 -
7,365,103,541 4,917,304,331
* Pharmaceuticals turnover includes sales of the following in units :
Quantity Quantity
Tablets (Pc) 9,143,122 7,623,909

Capsules (Pc) 3,009,865 1,910,148
Injection (Pc) 2,853,647 1,949,992
Bottled products (Pc) 16,193,958 14,294,046
Creams (Pc) 2,553,883 3,114,500
The rest relates to agrochemical, animal health, seeds, fertilizer, cropex and consumer goods.
24 (a) Consolidated revenue

2008 2007
Taka Taka
Gross sales 12,427,075,182 7,075,958,101

Inter-company sales (2,085,650,098) (1,319,140,272)
Net sales 10,341,425,084 5,756,817,829
Page 136
25. Cost of sales
2008 2007
Particulars Pharmaceutical
Agro-chemicals Animal health Consumer brands Seeds Fertilizer Cropex Total Total
s
Taka Taka Taka Taka Taka Taka Taka Taka Taka
Raw and packing
materials :
Opening stock 264,841,675 - 36,404,399 10,500,767 558,138 74,537,601 386,842,580 252,860,033
Purchase 1,213,567,955 11,500 111,885,821 58,286,083 10,820,525 736,352,904 2,130,924,788 1,209,386,194
Closing stock (370,496,254) - (67,502,095) (27,452,867) (3,148,200) (335,263,661) (803,863,077) (386,842,580)
1,107,913,376 11,500 80,788,125 41,333,983 8,230,463 475,626,844 1,713,904,291 1,075,403,647
Manufacturing
196,660,516 - 8,090,171 5,969,626 10,826,554 7,220,351 228,767,218 169,557,113
expenses
Quality control
and development 36,945,465 - 55,366 - - 37,000,831 33,285,654
expenses
Cost of samples,
product bonus
(46,600,368) (2,172,386) (3,958,015) 1,126,492 39,589 54,254,005 2,689,317 (2,275,963)
and stock write
off
Opening work-
29,415,804 - 903,538 - 5,114,919 - 35,434,261 35,998,760
in-process
Closing work-in-
(58,282,519) - (4,733,030) - (21,726,393) (84,741,942) (35,434,261)
process
Cost of goods
manufactured/s 1,266,052,274 (2,160,886) 81,146,155 48,430,101 2,485,132 537,101,200 1,933,053,976 1,276,534,950
old
Finished goods:
Opening stock 173,045,784 121,888,944 103,729,271 144,169,679 41,960,752 26,789,625 611,584,055 446,057,066
Purchase 44,456,371 1,197,224,847 150,502,568 1,397,259,115 312,799,112 324,000,409 340,033,769 3,766,276,191 2,139,703,716
Closing stock (151,577,835) (247,080,950) (105,046,068) (259,965,699) (92,409,714) (367,085,357) (436,875) (1,223,602,498) (611,584,055)
Inter business
(125,866,069) - 26,079,023 99,787,046 - - - -
adjustment
(59,941,749) 1,072,032,841 175,264,794 1,381,250,141 262,350,150 (16,295,323) 339,596,894 3,154,257,748 1,974,176,727
Cost of sales 1,206,110,525 1,069,871,955 256,410,949 1,429,680,242 264,835,282 520,805,877 339,596,894 5,087,311,724 3,250,711,677
As per Part II of Schedule XI of the Companies Act 1994, the quantities of raw materials, purchases and stocks should be expensed in quantitative denomination, however, this could not be
provided as the company deals with large number of products both locally made and imported.
Raw and packing materials have been procured from local sources and also imported from the following countries:
China India Malaysia

France Pakistan Germany
USA Italy Korea
UK Japan Singapore
Raw and packing materials consumed are 75% (approximately) imported.
25 (a) Consolidated cost of sale

2008 2007
Taka Taka
Opening stock 1,454,820,172 1,166,762,791

Purchase 8,357,928,759 3,611,518,147
9,812,748,931 4,778,280,938
Closing stock (3,135,786,405) (1,456,332,288)
6,676,962,526 3,321,948,650
Manufacturing expenses 612,465,000 427,183,085
7,289,427,526 3,749,131,735
26. Allocation of expenses
2008 2007
Quality control
Administrative Distribution Manufacturing and development Selling
Particulars expenses expenses expenses expenses expenses Total Total
Taka Taka Taka Taka Taka Taka Taka
(A) (A) (B) (C) (A)
Salary and wages 84,429,052 51,784,748 104,326,131 26,417,571 451,622,527 718,580,029 590,119,982
Traveling and conveyance 5,011,502 30,057,590 1,147,040 219,475 153,963,190 190,398,797 150,497,110
Rent and rates 4,788,054 12,107,572 5,443,913 - 11,692,543 34,032,082 24,024,206
Page 138
Repair and maintenance 5,299,461 3,169,618 17,010,257 503,353 4,472,437 30,455,125 22,863,335
Fuel and power 1,455,862 1,970,134 14,814,955 - 1,927,137 20,168,088 15,944,177
Postage 3,918,892 1,869,660 602,729 87,565 11,264,923 17,743,769 13,194,784
Printing and stationery 2,596,861 5,439,008 914,916 136,830 14,172,454 23,260,069 18,796,790
Promotional expenses 2,563,124 2,783,280 11,863,567 - 517,866,293 535,076,264 359,828,989
Entertainment 1,214,914 744,132 1,393,447 - 3,665,660 7,018,153 3,122,871
Vehicle maintenance 4,351,518 34,433,550 2,045,988 309,799 18,348,386 59,489,241 49,299,946
Bad debts - - - - 14,923,181 14,923,181 12,996,654
Truck and handling - 19,628,978 2,391,160 - 50,254,942 72,275,080 48,559,045

Legal and professional
charges 1,194,456 110,735 198,228 - 996,827 2,500,246 5,717,286
Audit fees 300,000 - - - - 300,000 255,000
Insurance 448,009 3,057,689 4,694,606 - 3,249,654 11,449,958 9,189,416
Directors' fees 24,000 - - - - 24,000 22,500
Bank charges 7,766,852 3,220,075 943 - 1,185,521 12,173,391 7,539,763
Sundry expenses - 244,552 - - - 244,552 276,025

Product development
expenses - - 622,386 964,532 1,944,033 3,530,951 3,858,391
Training expenses 1,319,752 10,764 59,225 707,284 6,954,719 9,051,744 5,427,169
Depreciation 10,475,898 8,329,959 60,227,058 1,289,811 13,363,809 93,686,535 74,993,416

Lab chemical and
apparatus - - 1,010,669 6,364,611 - 7,375,280 4,670,125
Quality Control research
and development - - - - - - 27,000
Meeting expenses 542,602 430 - - 18,178,376 18,721,408 11,093,515
Share department expenses 3,444,108 - - - - 3,444,108 2,897,429
Export expenses - - - - 3,863,944 3,863,944 2,882,855
ISO/TQM related expenses 441,031 - - - - 441,031 387,128
Market research - - - - 5,508,105 5,508,105 4,722,641
141,585,948 178,962,474 228,767,218 37,000,831 1,309,418,661 1,895,735,131 1,443,207,548
Page 139
(A) Administrative, selling and distribution

expenses 1,629,967,083 1,240,364,781
(B) Manufacturing
expenses 228,767,218 169,557,113
(C) Quality control and
development expenses 37,000,831 33,285,654
1,895,735,131 1,443,207,548
(0)
26 (a) Consolidated administrative, selling and distribution expenses
Administrative expenses 321,801,962 171,140,276
Distribution expenses 277,057,578 252,361,112
Selling expenses 1,505,652,278 974,455,162
2,104,511,818 1,397,956,550
Page 140
27. Other income
2008 2007
Taka Taka
Service charges 13,458,272 6,822,967

Dividends 28,275,726 9,216,000
Agency commission from ACI Media - 3,378,273
Rental income 3,116,000 4,404,000
Gain from sale of fixed assets 699,827 963,351
Gain from foreign currency transactions 962,374 29,199
Proceeds from scrap sale 4,087,096 3,184,858
Loss on sale of newspaper business - (5,417,088)
Miscellaneous income 7,609,741 765,156
58,209,036 23,346,716
27 (a) Consolidated other income
Service charges 13,458,272 6,822,967

Dividend received 28,275,726 8,712,000
Agency commission from ACI Media - 3,378,273
Agency commission from Tetley ACI (Bangladesh) Ltd 2,801,803 -
Rental income 3,116,000 4,404,000
Sales proceeds of scrap 9,270,250 4,941,967
Loss on sale of news paper business - (5,417,088)
Gain from foreign currency transactions 962,374 29,199
Income from sale of shares - 44,007,483
Profit from sale of fixed assets 699,827 1,061,041
Miscellaneous income 9,504,545 15,231,624
68,088,797 83,171,466
28 Profit from sale of shares
The company off-loaded 24% shares of ACI Formulations Limited numbering 5,267,150 shares out of its total holding of
21,742,500 shares (21.07% of total shares of ACI Formulations Limited) through direct listing with both DSE and CSE in
November 2008. In addition, the company also divested its total investment in ACI Trading Limited (60%) on 30 September 2007.
The capital gain arose from the divestments are as follows:
Sale proceeds 812,323,176 119,538,000

Less: cost of investment 26,335,750 720,000
: cost to sales 6,353,286 -
32,689,036 720,000
779,634,140 118,818,000
28 (a) Profit from sale of shares to group

Net sales proceeds 805,969,890 119,538,000
Less: Carrying amount of investment 166,672,699 33,356,851
Profit from sale of shares of subsidiary 639,297,191 86,181,149
Carrying amount of investment to the Group has been determined as follows:
Net assets at the date of divestment 791,095,275 55,594,752

% of divestment of subsidiary 21.07% 60%
166,672,699 33,356,851
29. Financing cost

2008 2007
Taka Taka
Interest expenses on
Bank loan 319,095,946 139,249,313
Staff welfare fund 6,933,017 5,879,498
Finance lease 1,950,098 3,088,981
Security deposit 3,023,211 3,742,363
Other funds/borrowings 2,110,258 1,250,473
338,412,693 157,040,186
Interest income from
Investment/inter-company (55,779,740) (37,298,275)
Bank (677,902) (193,159)
Suppliers/others (1,143,896) (461,593)
(57,601,538) (37,953,027)
280,811,155 119,087,159
29 ( a) Consolidated financing cost
Finance cost on:

Bank loan 508,716,737 204,733,330
Staff welfare fund 6,933,017 5,879,498
Lease 1,950,098 3,088,981
Security deposit 3,023,211 3,742,363
Other funds/borrowings 2,110,258 1,250,473
528,033,484 222,524,203
Income from:
Investment/inter-company (943,334) (1,348,314)
Bank (1,143,896) (193,159)
Suppliers (2,165,748) (461,593)
(4,252,978) (2,003,066)
Page 142
523,780,506 220,521,137
30. Deferred tax (expenses)/income
Net taxable temporary differences 48,110,631 13,284,049

Tax rate 27.50% 30.00%
Deferred tax liability as at 31 December 13,230,424 3,985,215
Less: Opening balance as at 1 January 3,985,215 9,695,948
(9,245,209) 5,710,733
31. Earnings per share
31.1 Basic earnings per share
The calculation of basic earnings per share at 31 December 2008 was based on the profit attributable to ordinary shareholders as follows:
Profit for the period 1,075,666,883 307,769,386

Weighted average number of shares outstanding during the year 16,170,000 16,170,000
Basic earnings per share 66.52 19.03
31.2 Consolidated basic earnings per share
The calculation of consolidated basic earnings per share at 31 December 2008 was based on the consolidated profit attributable to ordinary
shareholders as follows:
2008 2007
Consolidated profit for the period (Taka) 917,905,438 341,808,528
Weighted average number of shares outstanding during the year 16,170,000 16,170,000
Basic earnings per share (Taka) 56.77 21.14
31.3 Diluted EPS
No diluted EPS was required to be calculated for the year since there was no scope for dilution of share during the year under review.
32. Operating leases-lessee

Cancelable operating lease rentals are payable as follows:
2008 2007
Taka Taka
Less than one year 29,191,626 20,013,380
Between one and five years 90,630,816 62,795,224
More than five years 6,147,495 -
125,969,937 82,808,604
The Company obtained leases of 55 Depots and 9 warehouses and 1 office premises under operating leases. The leases typically run for 3 -7 years,
with an option to renew the leases after that date. Lease payments are increased at the time of renewal of the rent agreements to reflect market
rental.
Page 143
During the year ended 31 December 2008 Tk 34,032,081 was recognized as expense in the income statement in respect of operating leases (2007:
24,024,000).
33. Sale/adjustment of fixed assets

Original Accumulated
Book
Particulars cost depreciation Sale value Mode of disposal/
value
Taka Taka Taka Taka adjustment
Motor car 587,273 497,272 90,001 410,500 Sold through tender

Covered Van 667,625 584,975 82,650 280,000 Sold through tender
Plant & Machinery 1,027,196 489,404 537,792 - Adjustment
4,157,852 3,226,378 931,474 1,631,300
34. Subsequent events

The board of director of ACI Limited has recommended cash dividend Tk. 161,700,000 and stock dividend Tk. 32,340,000 for the year 2008
subject to approval of the shareholders in the Annual General meeting scheduled to be held on 18 June 2009.
The company is going to issue “ACI 20 % Convertible Zero Coupon Bond” of Tk. 1 billion ( face value of Tk. 1.34 billion) with a maturity of 5
years to be listed with both of the bourses of the country as approved by its shareholders in the Extraordinary General Meeting held on 12 April
2009 subject to approval from the Securities and exchange Commission (SEC) of Bangladesh.
There are no other events identified after the balance sheet date which might be material.
Page 144
35. Consolidated segment reporting - business segment
2008 2007
Reportable business segment
Pharmaceutical Crop Care and Consumer ACI Pure Flour Non-reportable
Particulars Animal health ACI Salt Ltd. Unallocated Total Total
s Public Health brands Ltd. segments
Taka Taka Taka Taka Taka Taka Taka Taka Taka Taka
Segment revenue:
To external
2,450,979,832 1,476,329,804 432,506,569 1,831,534,884 679,322,895 1,132,311,665 2,338,439,435 - 10,341,425,084 5,756,817,829
customers
Total
2,450,979,832 1,476,329,804 432,506,569 1,831,534,884 679,322,895 1,132,311,665 2,338,439,435 - 10,341,425,084 5,756,817,829
revenue
Cost of sales (1,206,110,525) (804,313,131) (256,410,949) (1,381,997,274) (562,167,610) (1,026,605,698) (2,050,893,810) - (7,288,498,997) (3,749,131,735)
Gross profit 1,244,869,307 672,016,673 176,095,620 449,537,610 117,155,285 105,705,967 287,545,625 - 3,052,926,087 2,007,686,094
Selling
(680,209,815) (242,204,843) (75,541,004) (200,276,135) (22,215,730) (67,878,713) (217,325,038) (1,000) (1,505,652,278) (1,035,934,186)
expenses
Distribution
(59,057,617) (38,658,500) (8,948,124) (56,262,067) (37,236,200) (17,315,780) (59,382,941) (196,350) (277,057,579) (190,882,088)
expenses
Administrati
(46,723,175) (54,958,239) (7,079,269) (53,498,228) (6,674,996) (6,865,244) (143,376,021) (2,626,791) (321,801,963) (165,387,099)
ve expenses
Other
income/(exp 8,999,662 4,830,421 8,066,032 1,754,712 2,969,185 1,386,749 6,014,425 34,067,611 68,088,797 169,352,615
ense)
Segment
467,878,362 341,025,512 92,593,255 141,255,892 53,997,544 15,032,979 (126,523,950) 31,243,470 1,016,503,064 784,835,336
result
Segment
2,064,393,049 2,161,643,481 351,717,871 1,317,578,451 411,681,122 502,782,580 3,048,988,505 1,774,972,226 11,633,757,285 5,912,361,279
assets
Segment
equity and 1,314,297,014 498,786,699 326,325,465 495,268,206 411,681,123 502,782,580 2,732,898,989 5,351,717,209 11,633,757,285 5,912,361,279
liabilities
Page 145
36. Related party transactions
During the year, the company carried out a number of transactions with related parties in the normal course of business. The names of the related parties and nature of these transactions have been set out in accordance
with the provisions of BAS 24: Related Party Disclosure.
Outstanding balance as at 31
(a) Name of related party Relationship Nature of transactions Transactions value during the year
December
2008 2007 2008 2007
Taka Taka Taka Taka
ACI Formulations Limited Subsidiary Purchase of products 2,039,016,708 1,308,144,018 (698,672,186) (726,212,549)
Providing working capital
ACI Salt Limited Subsidiary 773,379,596 622,744,488 161,993,597 296,541,803
finance
Apex Leather Craft Limited Subsidiary Lease of corporate office 9,416,400 18,742,810 52,119,777 53,981,658
Flyban Insecticides Limited Subsidiary 5,000 19,000 976,125 971,125
finance
ACI Pure Flour Limited Subsidiary 984,104,646 195,675,286 53,175,971 126,138,290
finance
ACI Foods Limited Subsidiary 487,817,693 90,227,888 300,914,860 46,203,735
finance
ACI Agrochemicals Limited Subsidiary 27,340 22,405 54,638 27,340
finance
Creative Communications Limited Subsidiary 47,582,792 600,000 (10,937,665) (673,347)
finance
ACI Motors Limited Subsidiary 677,730,831 750,000 175,217,496 (522,230)
finance
Premiaflex Plastic Limited Subsidiary 229,614,527 32,002,400 77,866,482 (31,250,543)
finance
ACI Logistics Limited Subsidiary 205,230,678 - 26,780,697 -
finance
Tetley ACI Bangladesh Limited Joint Venture Purchase of products 2,222,544 2,103,154 437,294 182,268
Asian Consumer Care (Pvt) Limited Associate Promotional expenses 4,244,254 26,911,423 7,555,218 17,292,310
ACI Godrej Agrovet Bangladesh (Pvt) Limited Joint Venture 448,418 23,650,258 869,726 6,913,095
finance
(b) Director's emoluments 2008 2007
Taka Taka
Salary 8,606,492 7,519,882
Benefits 4,480,240 3,736,610
Provident fund contribution 636,738 554,784
13,723,470 11,811,276
Page 146
37. Off balance sheet items

37.1 Commitments
On the balance sheet date, the company was enjoying unfunded credit facilities from the following banks:
2008 2007
Taka Taka
Letter of Credit
64,838,451 238,043,902
Standard Chartered Bank
- 1,776,864
Commercial Bank of Ceylon Limited
292,107,556 128,912,418
- 139,206,764
Citibank, N.A.
7,022,500 -
BRAC Bank Limited
9,680,822 -
Eastern Bank Limited
373,649,329 507,939,948
37.2 Contingent liabilities

Bank guarantees
- 9,768,881
- 4,019,700
- 424,382
Mercantile Bank Limited
- 14,212,963
Shipping guarantees
13,698,277 14,971,873
33,684,252 31,039,565
47,382,529 46,011,438
Bills receivable
- 8,373,864
- 8,373,864
38. General
38.1 Production capacity
Production capacity of Pharmaceuticals, Consumer Brand and Animal Health business was 3,875,514 units pack per 8 hr/month and current utilization was
114%. It was 3,114,000 units pack per 8 hr/month in 2007 with utilization of 118%.
Page 147
Auditors' Report under section 135(1) and paragraph 24(1) of part -II of the Third Schedule of the Companies Act 1994
We as the auditors having examined the Financial Statements of Advanced Chemical Industries Limited for the years ended 31 December 2004, 2005, 2006,
2007 and 2008 and in pursuance of section 135(1) and paragraph 24(1) of part -II of the Third Schedule of the Companies Act 1994, report that:
A. The statement of assets and liabilities of the company are as under:
Particulars 2008 2007 2006 2005 2004
Taka Taka Taka Taka Taka

Property and assets
Fixed assets 1,122,853,227 859,424,939 694,319,636 743,466,107 680,835,067

Capital work-in -
135,098,300 213,870,224 37,004,294 13,290,851 60,138,205
progress
Investments 670,267,741 536,629,241 428,818,241 380,781,241 295,381,241
Current assets 4,986,884,853 3,120,888,791 1,755,046,647 1,536,955,946 1,342,335,580
Total property and
6,915,104,121 4,730,813,195 2,915,188,818 2,674,494,145 2,378,690,093
assets
Liability and capital
Share capital 161,700,000 161,700,000 161,700,000 161,700,000 161,700,000

Reserve and surplus 1,792,933,500 843,312,229 562,349,437 494,212,795 449,764,482
Share premium 250,022,474 250,022,474 250,022,474 250,022,474 250,022,474
Shareholders' equity 2,204,655,974 1,255,034,703 974,071,911 905,935,269 861,486,956
Long term liabilities 309,663,981 342,231,018 200,078,406 244,355,147 356,247,707
Current liabilities 4,400,784,166 3,133,547,474 1,741,038,501 1,524,203,729 1,160,955,430
Total liabilities &
6,915,104,121 4,730,813,195 2,915,188,818 2,674,494,145 2,378,690,093
shareholders' equity
B. The statement of operating result of the company is as follow:
Revenue 7,365,103,541 4,917,304,331 3,515,862,372 3,088,714,707 2,557,772,237
Cost of sales (5,087,311,724) (3,250,711,677) (2,339,975,616) (2,131,538,267) (1,817,394,259)
Gross profit 2,277,791,817 1,666,592,654 1,175,886,756 957,176,440 740,377,978
Administrative, selling
and distribution (1,629,967,083) (1,240,364,781) (884,474,379) (726,132,328) (540,425,340)
expenses
Total income 647,824,734 426,227,873 291,412,377 231,044,112 199,952,638
Other income (Non-
58,209,036 23,346,716 35,345,860 30,326,861 42,043,347
operating)
Profit from sale of
779,634,140 118,818,000 - - -
shares
1,485,667,910 568,392,589 326,758,237 261,370,973 241,995,985
Financial costs (280,811,155) (119,087,159) (81,555,964) (83,396,936) (93,164,270)
Profit before
1,204,856,755 449,305,430 245,202,273 177,974,037 148,831,715
contribution to WPPF
Provision for
(21,261,132) (22,728,564) (12,260,114) (8,898,702) (7,441,586)
Profit before tax 1,183,595,623 426,576,866 232,942,159 169,075,335 141,390,129
Tax expenses (107,928,740) (118,807,480) (79,116,544) (56,804,522) (51,873,927)
Net profit after tax 1,075,666,883 307,769,386 153,825,615 112,270,813 89,516,202
Page 148
C. The statement of cash flow of the company was as under:

2008 2007 2006 2005 2004
i) Cash flow from operating activities
Cash receipts from customers 7,639,454,724 4,908,736,690 3,806,112,232 3,358,707,758 2,742,404,999
Cash receipts from other income 61,681,506 21,223,737 35,289,395 29,535,859 47,893,107
Receipts from/(payments to)
50,838,352 (69,587,526) (24,445,421) 7,187,755 (22,227,853)
other debtors
7,751,974,582 4,860,372,901 3,816,956,206 3,395,431,372 2,768,070,253
Cash paid for:
Purchase of inventory (5,752,551,464) (3,460,939,880) (2,367,519,806) (2,063,386,261) (1,673,511,744)
Operating expenses (1,593,931,585) (1,085,495,897) (770,911,187) (646,770,373) (502,261,329)
Other creditors (28,452,240) 40,737,264 (11,951,130) 48,130,048 25,682,753
Advances, deposits and
(89,296,633) (35,593,801) 11,008,583 (17,530,498) 28,651,559
prepayments
Value added tax (VAT) (730,631,148) (539,079,179) (410,940,340) (337,126,878) (275,126,997)
Workers' profit participation
1,924,708 (10,793,892) (2,207,532) (2,007,532) (3,855,060)
fund
(8,192,938,362) (5,091,165,385) (3,552,521,412) (3,018,691,494) (2,400,420,818)
Cash generated from
(440,963,780) (230,792,484) 264,434,794 376,739,878 367,649,435
operations
Financing cost (280,811,155) (119,319,310) (81,555,964) (83,396,936) (93,164,270)
Income tax paid (111,461,586) (133,260,448) (59,835,560) (25,643,000) (14,277,841)
(392,272,741) (252,579,758) (141,391,524) (109,039,936) (107,442,111)
Net cash used in operating
(833,236,521) (483,372,242) 123,043,270 267,699,942 260,207,324
activities
Cash flow from investing
ii)
activities
Purchase of property, plant and
(63,264,697) (33,053,436) (10,948,620) (21,321,196) (6,984,937)
equipment
Payments for capital work- in-
(225,710,412) (266,499,330) (32,175,356) (41,813,850) (70,497,536)
progress
Investment in shares (178,576,000) (108,531,000) (48,019,000) (85,200,000) (105,962,000)
Sale proceeds from property,
1,631,300 2,595,400 1,511,241 2,937,206 1031402
plant and equipment
Sales of shares of subsidiaries 805,969,890 119,538,000 - - -
Net cash from (used in)
340,050,081 (285,950,366) (89,631,735) (145,397,840) (182,413,071)
investing activities
Cash flow from financing
iii)
activities
Inter-company debts
(349,990,479) 137,916,229 42,393,545 29,711,344 (49,562,210)
(paid)/received
Dividend distribution tax paid - - - - (6,468,000)
Dividend paid (134,219,424) (95,201,895) (71,172,362) (67,483,629) (63,993,201)
Payment for finance lease (10,220,406) (14,387,713) (19,168,801) (14,762,775) (9,704,641)
Short term loan (paid)/received 716,443,570 506,402,344 161,713,248 (32,674,695) (38,753,980)
Long term loan (paid)/ received (35,090,276) 104,298,644 (28,766,555) (118,793,680) 77,840,598
Net cash from financing
186,922,985 639,027,609 84,999,075 (204,003,435) (90,641,434)
activities
Net increase in cash and cash
iv) (306,263,455) (130,294,999) 118,410,610 (81,701,333) (12,847,181)
equivalent (i+ii+iii)
Cash and cash equivalent at 1
v) (214,000,509) (83,705,510) (202,116,120) (120,414,787) (107,567,606)
January
Cash and cash equivalent at 31
vi) (520,263,964) (214,000,509) (83,705,510) (202,116,120) (120,414,787)
December (iv+v)
Page 149
D. The statement of consolidated assets and liabilities of the company and its group are as under:
Particulars 2008 2007 2006 2005 2004

Property and assets
Fixed assets 2,975,511,708 1,949,930,550 1,393,394,278 1,423,875,821 1,017,583,458

Intangible assets 108,283,142 104,677,902 104,677,902 104,677,902 104,677,902
Capital work-in-progress 264,954,252 567,484,589 39,353,484 33,557,417 82,112,777
Investments 134,462,220 62,045,192 38,069,558 65,187,998 112,789,450
Current assets 5,926,118,309 3,227,735,714 2,140,810,780 1,754,789,209 1,479,889,119
Total property and assets 9,409,329,631 5,911,873,947 3,716,306,002 3,382,088,347 2,797,052,706
Liability and capital
Share capital 161,700,000 161,700,000 161,700,000 161,700,000 161,700,000

Reserve and surplus 2,092,259,165 1,295,646,679 721,388,636 641,662,355 622,243,443
Share premium 250,022,474 250,022,474 250,022,474 250,022,474 250,022,474
Shareholders' equity 2,503,981,639 1,707,369,153 1,133,111,110 1,053,384,829 1,033,965,917

Minority interest 308,046,695 92,764,072 79,265,885 75,453,643 55,628,265
Long term liabilities 625,749,542 629,798,677 370,117,209 500,746,656 480,954,356
Current liabilities 5,971,551,755 3,481,942,045 2,133,811,798 1,752,503,219 1,226,504,168
Total liabilities &
9,409,329,631 5,911,873,947 3,716,306,002 3,382,088,347 2,797,052,706
shareholders' equity
E. The statement of consolidated operating result of the company and its group are as under:
Revenue 10,341,425,084 5,756,817,829 4,237,856,136 3,327,490,971 2,695,049,890

Cost of sales (7,289,427,526) (3,749,131,735) (2,770,641,893) (2,189,003,597) (1,773,119,725)
Gross profit 3,051,997,558 2,007,686,094 1,467,214,243 1,138,487,374 921,930,165

Administrative, selling and
(2,104,511,818) (1,397,956,550) (1,014,602,710) (797,999,902) (628,023,411)
distribution expenses
Total income 947,485,740 609,729,544 452,611,533 340,487,472 293,906,754
Other income (Non-
68,088,797 83,171,466 56,050,015 46,569,092 37,915,757
operating)
Profit from sale of shares 639,297,191 86,181,149 - - -
1,654,871,728 779,082,159 508,661,548 387,056,564 331,822,511

Share of profit of equity
(898,972) (3,831,367) (36,965,835) (27,393,797) -
accounted investees
1,653,972,756 775,250,792 471,695,713 359,662,767 331,822,511
Financial costs (523,780,506) (220,521,137) (163,661,101) (137,276,023) (117,363,237)
Profit before
1,130,192,250 554,729,655 308,034,612 222,386,744 214,459,274
Provision for contribution
(35,542,999) (28,671,365) (17,679,294) (14,686,683) (12,115,555)
to WPPF
Profit before tax 1,094,649,251 526,058,290 290,355,318 207,700,061 202,343,719
Tax expenses (161,739,343) (161,893,824) (122,478,216) (94,065,617) (79,018,048)
Net profit after tax 932,909,908 364,164,466 167,877,102 113,634,444 123,325,671
Page 150
Attributable to:
Equity holders of the
917,905,438 341,808,528 165,585,859 114,369,067 119,297,191
Company
Minority interest 15,004,470 22,355,938 2,291,243 (734,623) 4,028,480
Net profit after tax 932,909,908 364,164,466 167,877,102 113,634,444 123,325,671
F. The statement of consolidated cash flow of the company was as under:
2008 2007 2006 2005 2004

Cash flow from operating
i.
activities
Cash received from
10,058,175,379 5,720,898,542 4,475,228,183 3,545,792,895 2,832,187,153
customers
Cash received as other
71,561,267 38,198,506 57,059,881 44,026,944 47,337,989
income
Receipts from
(payments to) other 50,207,086 (69,587,526) (25,856,727) 7,187,755 (22,227,853)
debtors
10,179,943,732 5,689,509,522 4,506,431,337 3,597,007,594 2,857,297,289
Cash paid for:
Inventories (8,242,282,517) (3,902,876,736) (2,837,287,508) (2,213,639,916) (1,555,955,174)
Operating expenses (2,022,002,520) (1,247,587,544) (903,926,092) (713,198,092) (587,836,450)
Other creditors 117,027,730 40,104,658 (12,391,675) 47,904,659 25,803,326
Advances, deposits and
(124,625,657) (33,923,599) (14,871,907) (29,775,247) 17,172,172
prepayments
Value added tax (VAT) (738,374,482) (539,079,179) (435,495,125) (336,414,244) (275,126,997)
Paid to workers from
1,924,708 (10,793,892) (7,626,712) (7,795,513) (3,855,060)
WPPF
(11,008,332,738) (5,694,156,292) (4,211,599,019) (3,252,918,353) (2,379,798,183)
Cash generated from
(828,389,006) (4,646,770) 294,832,318 344,089,241 477,499,106
operations
Financing cost (518,576,586) (216,045,054) (158,586,084) (131,834,859) (117,363,237)

Income tax paid (167,261,741) (191,344,829) (59,835,560) (36,476,069) (14,277,841)
(685,838,327) (407,389,883) (218,421,644) (168,310,928) (131,641,078)
Net cash used in
(1,514,227,333) (412,036,653) 76,410,674 175,778,313 345,858,028
operating activities
Cash flow from investing

ii
activities
Purchase of fixed assets (407,950,013) (173,030,461) (38,164,709) (370,523,396) (17,909,137)
Payments for capital
(521,283,902) (676,386,404) (77,115,119) (46,964,869) (91,813,512)
work-in-progress
Investment in shares (73,316,000) (37,200,000) (10,000,000) (85,200,000) (73,719,500)
Sale proceeds of fixed
1,631,300 2,882,090 1,511,241 2,937,206 1,031,402
assets
Proceeds from sale of
805,969,890 121,992,778 - - -
shares of subsidiary
Proceeds from sale of
investment in shares- - 52,763,741 - - -
Mutual Trust Bank
Net cash used in
(194,948,725) (708,978,256) (123,768,587) (499,751,059) (182,410,747)
investing activities
Cash flow from financing

iii
activities
Paid to minority
- (1,920,000) (480,000) - (3,257,500)
interest
Page 151
Inter-company debts
(2,738,155) 15,994,477 (13,766,700) (9,290,315) (1,661,271)
received/(paid)
Dividend distribution
- (16,048,000)
tax paid
Dividend paid (134,219,424) (95,201,895) (71,172,362) (68,443,629) (63,993,201)
Short term loan
973,119,339 844,932,351 284,694,648 127,313,582 (149,618,621)
received/(paid)
Long term loan
106,773,324 248,618,953 (27,299,509) 93,673,079 68,821,598
received/(paid)
sale of shares 32,240,000 10,651,000 2,001,000 90,000,000 12,257,500
Repayment of lease
(10,220,406) (15,001,038) (19,404,533) (15,206,580) (10,089,532)
obligation
Net cash from
964,954,678 1,008,073,848 154,572,544 218,046,136 (163,589,027)
financing activities
Net decrease in cash and

iv (744,221,380) (112,941,061) 107,214,631 (105,926,610) (141,746)
cash equivalent (i+ii+iii)
Cash and cash equivalent
v (231,582,239) (118,641,178) (225,855,809) (119,929,199) (119,787,453)
1 January
Cash and cash equivalent at
vi (975,803,619) (231,582,239) (118,641,178) (225,855,809) (119,929,199)
31 December (iv+v)
G. Dividend declared:
Particulars 2008 2007 2006 2005 2004
Cash dividend-% 100% 85.00% 60% 45% 42.50%

Stock dividend (Bonus
20% 0% 0% 0% 0%
share)-%
H. Advanced Chemical Industries Limited (ACI) is a public limited company which was incorporated on 24 January 1973 as ICI Bangladesh Manufacturers
Limited.
I.
The company did not prepare any account for any period subsequent to 31 December 2008.
J. Figures related to previous years have been rearranged where considered necessary.
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Auditors’ certificate regarding calculations of EPS and other ratios as per Securities and Exchange
Commission (Public Issue Rules 2006)
We have examined the following earnings per share (EPS) and other ratios of ACI Limited for the years ended 31
December 2004, 2005, 2006, 2007 and 2008, which have been produced by the management of the company to us. The
calculation of the EPS and other ratios is the responsibility of the company’s management. Our responsibility is to review
them and certify as to whether they have been properly calculated using acceptable principles on the basis of audited
financial statements for the years ended 31 December 2004, 2005, 2006, 2007 and 2008.
Based on our review, we certify that the company has properly calculated the following EPS and other ratios using
acceptable principles on the basis of financial statements for the years ended 31 December 2004, 2005, 2006, 2007 and
2008.
Particulars 2008 2007 2006 2005 2004

Liquidity ratio:
Current ratio 1.13 1.00 1.01 1.01 1.16
A. Quick ratio 0.66 0.65 0.58 0.55 0.55
Time interest earned ratio 5.29 4.77 4.01 3.13 2.60
Debt to equity ratio 2.14 2.77 1.99 1.95 1.76
Operating ratio:
Accounts receivable turnover ratio 6.68 7.51 9.54 10.55 12.04
B.
Inventory turnover ratio 3.20 3.56 3.25 3.02 2.42
Asset turnover ratio 1.26 1.29 1.26 1.22 1.16
Profitability ratio:
Gross profit ratio 31% 34% 33% 31% 29%
Operating profit ratio 10% 09% 09% 08% 09%
Net profit ratio 15% 06% 04% 04% 03%
Return on asset ratio (excluding capital 13% 12% 12% 10% 11%
gain)
C.
Return on asset ratio (including capital 26% 15% 12% 10% 11%
gain)
Return on equity ratio (excluding capital 23% 20% 16% 13% 12%
gain)
Return on equity ratio (including capital 62% 28% 16% 13% 12%
gain)
Earnings per share(EPS) in Taka 66.52 19.03 9.51 6.94 5.54
Page 169
ADDITIONAL DISCLOSURE
DSE’s Observations/Queries
Observations/Queries-1
Zero Coupon Bond with a convertible feature shall render the bond interest income taxable in hands of bond
holders. As a result investors will be deprived from the tax benefit allowed to Zero Coupon Bonds under
paragraph 40 of Sixth Schedule, Part-A of the Income Tax Ordinance, 1984.
ACI 20% Convertible Zero Coupon Bond is by nature is a Zero Coupon Bond and it has all the attributes ( features) of
Zero Coupon Bond and the convertibility option is an added feature of the Bond. The added option of convertibility does
not any way clash with the basic features of the Zero Coupon Bond rather it strengthens the bond’s acceptability to the
investors. Since the Bond market has not yet developed in Bangladesh and instruments with fixed return are not attractive
in our capital market, we have added the conversion feature as an option. It is working as a sweetener of this bond. We
believe that Convertibility option does not impair the status of Zero Coupon Bond and pursuant to Paragraph 40 of Sixth
Schedule, Part A of Income tax Ordinance, 1984 all the subscribers will be entitled to tax exemption on interest income.
The proposed Bond is unsecured. No asset of the company is mortgaged against the proposed bond issue. We have
worse experience of deprival of the investors in the past on debentures issued without security. The trustees could
do nothing in favour of investors; and against such delinquent issuers.
Aiming towards protecting investors right ACI Limited (the issuer) shall be responsible to pay the installments as per the
terms of the bonds. In addition, the Trustee would be responsible to ensure that payments are being made according to the
terms of bond as per the clause 4.5 of the Trust Deed. Furthermore, if for any reason the issuer fails to pay the installment
timely, the occurrence would be treated as Event of Default as described in Article 8 of the trust deed which implies that
the Trustee can take legal actions against the issuer in the Event of Default to protect the interest of the Bondholder(s). On
the other hand there is no mortgage or collateral security against the bonds. As a publicly traded security,
mortgage/Collateral security against ACI 20% convertible Zero Coupon Bond bears less importance. However, to protect
the interest of the Bondholder(s), the issuer would ensure that the combined total of the issuer’s bank loan and bond’s
outstanding balance is not more than the value of the chargeable assets of the issuer as described in Article 8 of the Trust
Deed. In addition to this, the issuer would issue receive post dated cheques as security to the Trustee for the benefit of the
Bondholder(s) as referred to the Schedule C of the Trust Deed.
Conversion feature includes unrealized profit (revaluation surplus) as one of the components of net asset value
determinants. This features is unreasonable and illogical and against the interest of the general investors at large.
Fixed assets are revalued at regular interval to reflect the fair value of the assets in the Financial Statements as prescribed
by International Accounting Statdard-16 (IAS 16: Property, Plant and Equipment). Any surplus arising from revaluation
is considered as part of the equity or net asset as per the said IAS, since the benefits from revaluation surplus flow to the
company when the asset is used or disposed off. As such in line with accepted accounting practices (IAS), revaluation
surplus will be treated in calculating net assets value.
Page 170
APPLICATION FORM
Interested persons are entitled to a prospectus and copy of prospectus may be obtained from the issuer and the issue manager.
APPLICATION FOR ACI 20% CONVERTIBLE ZERO COUPON BONDS (ZCB)

(INVESTORS OTHER THAN NON-RESIDENT BANGLADESHIS)
Please read the instructions at the back of this form. Incorrectly filled applications or failing to comply with any of the instructions there in, application
may be rejected.
Banker’s Sl. No.

The Managing Director
Advanced Chemical Industries Limited (ACI)
ACI Centre
245 Tejgaon Industrial Area
Dhaka- 1208
I/we apply for and request you to allot me/us the ……….lots of ZCB and I/we agree to accept the same or any smaller number that may be allotted to
me/us upon the terms of the Company’s approved Prospectus and subject to the Memorandum and Articles of Association of the Company. Further,
I/we authorize you to place my/our name(s) on the Register of Bondholders of the Company and deposit the said Bonds to my BO (Beneficiary Owner)
Account and/or a Crossed (Account Payee only) Cheque in respect of any application money refundable by post/courier at my/our risk to the first
applicant’s address stated below:-
1. No. of lots of Zero Coupon Bonds:……………………………………………………….…………… lots of Tk 3,743 per lot( Face value of Tk 5,000).
2. Amount of Tk (in figure), ……….….….….,(in words)…….……………….…..………… ………………………….…………….……….………only
deposited vide Cash/Cheque/Draft/Pay Order No..….……………..…………..Dated……..……………...…………………..........……..…. drawn on
…………………………..….………………………….Bank………..…………………………...….………..….………...………………..….…Brach.
3. Beneficiary (B/O) Account Number

(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid)
4. I/we agree to fully abide by the instruction given herein.
5. Particulars of Applicant(s).
a) Sole/First Applicant
Name: Mr./Mrs./Ms.
Father /Husband’s name:
Mother’s name:
Postal address:
Occupation: Nationality: Telephone (If any):
For refund warrant (Application will not be treated as valid if anyone uses a non-scheduled bank. To avoid this complication, investors
are requested not to use the name of any non-scheduled bank) Please write the correct and full name of bank and branch:
For refund warrant: Applicant’s Bank A/C No.
Name of the Bank: Branch:
b) Second Applicant
Name: Mr./Mrs./Ms.
Father /Husband’s name:
Mother’s name:
Postal address:
Occupation: Nationality:
6. I/we hereby declare that I/we have read the Prospectus of ‘Advanced Chemical Industries Limited’, and have willingly subscribed for
……………….………….lots of ZCB Tk. 3,743 per lot ( Face value Tk.5,000.00) on this form.
7. Specimen Signature(s):
Name (IN BLOCK LETTERS) SIGNATURE

First Applicant:
Second Applicant:
………………………………………………………………………………………..………...……………………………………………………….……..
BANK’S ACKNOWLEDGMENT
Certified that this bank has received Tk………..…………...(in word)……………….………………………………. ……………………………. only
from Mr./Ms…...…………………………………….……………..being the Application Money for ……………….lots of ZCB of Advanced Chemical
Industries Limited (ACI).
Banker’s Sl. No. Seal and Date Authorized Signature

(Name & Designation)
Page 171
Instructions:
1. As per provision of the Depository Act, 1999 and regulations made there under bonds will only be issued in dematerialized condition. Please mention your BO (Beneficiary Owner)
account number in the Application Form. If you do not mention your valid BO (Beneficiary Owner) Account, your application will be treated as invalid.
2. All information must be typed or written in full (in block letters) in English or in Bengali and must not be abbreviated.
3. Application must be made on the Company’s printed form/photocopy or on typed copy/hand written form thereof.
4. Application must not be for less than 1(one) lot of 5(five) Bonds and must be for a multiple of one lot of ZCB. Any application not meeting these criterions will not be considered
for allotment purpose.
5. Remittance for the full amount of the bonds must accompany each application and must be forwarded to any of the Bankers’ to the Issue. Remittance should be in the form of
cash/cheque/bank draft/pay order payable to one of the Bankers’ to the Issue favoring “ADVANCED CHEMICAL INDUSTRIES LIMITED” and crossed “A/C Payee only”
and must be drawn on a bank in the same town as the bank to which the application form has been sent.
6. In the case of a joint application form, the Allotment letter will be dispatched to the person whose name appears first on this application form and where any amount is refundable in
whole or in part the same will be refunded by Account Payee cheque by post/courier service to the person named first on this application form in the manner prescribed in the
Prospectus.
7. Joint application form for more than two persons will not be accepted. In case of joint application, each party must sign the application form.
8. Applications must be in the full name of individuals or companies or societies or trusts and not in the name of firms, minors or persons of unsound mind. Application from financial
and market intermediary companies must be accompanied by Memorandum of Association and Articles of Associations and Certificate of Incorporation.
9. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an applicant makes more than two
applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, whole or part of application money may be forfeited
by the Commission.
10. No receipt will be issued for the payment made with application, but the bankers will issue a provisional acknowledgement to the issue for application lodged with them.
11. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained with the Bankers to the Issue, refund amount
of those applicants will be directly credited into the respective bank accounts as mentioned in their IPO Application Forms. Otherwise, refund will be made only through “Account
Payee” cheque(s) showing bank account number and name of bank and branch as mentioned in the application payable at Dhaka or Chittagong, as the case may be.
12. Allotment shall be made solely in accordance with the instructions of the Securities and Exchange Commission.
13. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information shall make the application liable to rejection
and subject to forfeiture of application money and / or forfeiture of securities (unit) before or after issuance of the same by the issuer. The said forfeited Application money or
securities (unit) will be deposited in account specified by the Securities and Exchange Commission (SEC). This may be in addition to any other penalties as may be provided for by
the law.
14. Applications which do not meet the above requirements, or applications, which are incomplete, shall not be considered for allotment purpose.
15. The Bankers’ to the Issue shall be obliged to receive the A/C Payee Cheque(s) on the closing day of the subscription.
16. No sale of securities shall be made nor shall any money be taken from any person, in connection with such sale until twenty five days after the prospectus have been
published.
Bankers to the Issue
Trust Bank Limited Kushita Br., Kushita Mirpur Br. Dhaka Agrabad Br. Chittagong
Principal Branch, Dhaka Bank Asia Limited Dhaka Chamber Br. Motijheel, Dhaka Khatungonj Br. Chittagong
SKB Br. Dhaka Principal Branch, Dhaka Imamganj Br. Dhaka CDA Avenue Br. Chittagong
Gulshan Corporate Br. Dhaka MCB Dilkusha Br., Dhaka Islami Banking Br. Dhaka Bahaddar Hat br., Ctg
Dilkusha Corporate Br. Dhaka Corporate Br., Dhaka Uttara Br. Dhaka Sylhet Br. Sylhet
Dhanmondi Br. Dhaka Mohakhali Br., Dhaka Shaymoli Br. Dhaka Khulna Br. Khulna
Millenium Corporate Br. Dhaka Morpur Br., Dhaka Islampur Br. Dhaka Rajshahi Br. Rajshahi
Uttara Corporate Br. Dhaka Shantinagar Br., Dhaka Tongi Br. Gazipur Jessore Br. Jessore
Mirpur Br. Dhaka Bashundhara Br., Dhaka Tanbazar Br. Narayangonj Narayangonj Br. Narayangonj
Kawranbazar Br. Dhaka Dholaikhal Br.,Dhaka Comilla Br. Comilla One Bank Limited
Naval Base Br. Chittagong Scotia Br., Dhaka Jubilee Road Br. Chittagong Principal Branch, Dhaka
Agrabad Br. Chittagong Gulshan Br., Dhaka Agrabad Br. Chittagong Kawran Bazar Br. Dhaka
Shahjalal Uposhohor Br. Sylhet MCB Banani Br., Dhaka Khatungonj Br. Chittagong Mirpur Br. Dhaka
Sylhet Corporate Br. Sylhet Uttara Br., Dhaka O.R. Nizam Road Br. Chittagong Dhanmondi Br. Dhaka
Feni Br. Feni Mitford Br., Dhaka Bandar Bazar Br. Sylhet Ganakbari (EPZ) Br., Dhaka
Khulna Br. Khulna North South Road Br., Dhaka Zinda Bazar Br. Sylhet Progoti Sharani Br., Dhaka
Mutual Trust Bank Limited Sylhet Main Br., Sylhet Bogra Br. Bogra Elephant Road Br., Dhaka
Principal Branch, Dhaka Sylhet Uposhahar Br. Sylhet Rajshahi Br. Rajshahi Nowabgonj Br., Dhaka
Dilkusha Br., Dhaka Agrabad Br. Chittagong Barishal Br. Barishal Joypara Br., Dhaka
Babu Bazar Br. , Dhaka Khatungunj Br., Chittagong Khulna Br. Khulna Motijheel Br. Motijheel, Dhaka
Fulbaria Br., Dhaka MCB Sk. Mujib Rd. Br., Chittagong Eastern Bank Limited Gulshan Br. Dhaka
Dholaikhal Br.,Dhaka CDA Avenue Br. Chittagong Mirpur Br. Dhaka Uttara Br. Dhaka
Panthapath Br., Dhaka Station Road Br., Chittagong Motijheel Br. Motijheel, Dhaka Banani Br. Dhaka
Uttara Model Town Br., Dhaka Rajshahi Br. Rajshahi Principal Br., Dilkusha, Dhaka Kakrail Br., Dhaka
Dhanmondi Br. Dhaka Khulna Br. Khulna Shyamoli Br., Dhaka Imamganj Br. Dhaka
Progati Sarani Br., Dhaka Bogra Br., Bogra Bashundhara Br., Dhaka Jatrabari Br., Dhaka
Pallabi Br., Dhaka Jessore Br., Jessore Khatungonj Br. Chittagong Bangshal Br., Dhaka
Gulshan Br., Dhaka Anderkilla Br., Chittagong Narayangonj Br., Narayangonj Narayangonj Br. Narayangonj
Bashundhara City Br., Dhaka Khulna Br., Khulna Agrabad Br. Chittagong
Banani Br., Dhaka ICB Agrabad Br. Chittagong Cox’s Bazar Br., Chittagong
Agrabad Br. Chittagong Head Office (NSC Tower), Dhaka Rajshahi Br., Rajshahi CDA Avenue Br., Chittagong
CDA Avenue Br., Chittagong Chittagong Br. Agrabad,Chittagong Bogra Br., Bogra Khatungonj Br. Chittagong
Jubilee Road Br., Chittagong Rajshahi Br. Rajshahi Standard Bank Limited Jubilee Road Br. Chittagong
Khatungunj Br., Chittagong Khulna Br. Khulna Principal Branch, Dhaka Nanupur Bazar Br., Chittagong
Sylhet Br., Sylhet Barisal Br. Barisal Foreign Exchange Br. Dhaka Feni Br. Feni
Jiypurhat Br., Joypurhat Sylhet Br. Sylhet Topkhana Road Br.,Dhaka Raipur Br., Lazmipur
Madaripur Br., Madaripur Bogra Br. Bogra Imamgonj Br. Dhaka Chandragonj Br., Lakshmipur
Moulvi Bazar Br., Moulvi Bazar Local Office Br. Dhaka Gulshan Br. Dhaka Dagon Bhuiyan Br., Feni
Sreenagar Br., Munshigonj The City Bank Limited Dhanmondi Br. Dhaka Chowmuhuni Br., Noakhali
Pabna Br., Pabna Principal Office, Br. Dhaka Uttara Br. Dhaka Sylhet Br., Sylhet
Chandra Br., Gazipur B.B. Avenue Br. Dhaka Gulshan-1 Br. Dhaka Islampur Br., Sylhet
Sonargaon Br., Sonargaon Dhanmondi Br. Dhaka Panthapath Br. Dhaka Sherpur Br., Moulivi Bazar
Narayangonj Br., Narayangonj New Market Br. Dhaka Banani Br. Dhaka Bogra Br. Bogra
Savar Br. Savar Gulshan Br. Dhaka Mirpur Br., Dhaka Jessore Br. Jessore
Tongi Br., Gazipur Kawran Bazar Br. Dhaka Munshikhola Br. Dhaka Siraigonj Br., Sirajgonj
Rangpur Br., Rangpur Foreign Ex. Br. Dhaka Jubilee Road Br. Chittagong
Page 172
Interested persons are entitled to a prospectus and copy of prospectus may be obtained from the issuer and the issue manager.
ADVANCED CHEMICAL INDUSTRIES LIMITED
APPLICATION FOR ACI 20% CONVERTIBLE ZERO COUPON BOND (ZCB)

BY NON-RESIDENT BANGLADESHI(S)
(To be sent directly to the company’s corporate office)
Please read the instructions at the back of this form. Incorrectly filled applications or failing to comply with any of the instructions there in, application
may be rejected.
The Managing Director
Advanced Chemical Industries Limited (ACI)
ACI Centre
245 Tejgaon Industrial Area
Dhaka- 1208
I/we apply for and request you to allot me/us the following lots of Zero Coupon Bonds (ZCB) and I/we agree to accept the same or any smaller number
that may be allotted to me/us upon the terms of the Company’s approved Prospectus and subject to the Memorandum and Articles of Association of the
Company. Further, I/we authorize you to place my/our name(s) on the Register of Bondholders of the Company as the holder(s) of…………..lots of
Bonds allotted to me/us pursuant to this application and credit the said securities to my BO (Beneficiary Owner) Account and/or a Crossed (Account
Payee only) Cheque in respect of any application money refundable by post/courier at my/our risk to the first applicant’s address stated below:-
1. No of lots of ZCB: ……………................................................….........................…..........………lots of Tk. 3,743 per lot (Face value of Tk 5,000)
2. Amount of Tk(in figure). ……………………….................………(in words)…… .................…………...…….................……………………….only
Convertible into US Dollar 1.00 =Tk ...……… .............UK Pound Sterling 1.00 =Tk. ……………and Euro 1.00 =Tk…….…….................…..........…
3. Payment by cheque/draft no.…………..…………….........…….dated…...…………….................………….for US Dollar/UK Pound Sterling/Euro or
Tk……….………..….drawn on……….................….................……………….………Bank….................………….……………………….…Branch.
4. Beneficiary Owner (B/O) Account Number
(If you do not mention your valid BO (Beneficiary Owners) account, your application will be treated as invalid)
5. I/we agree to fully abide by the instruction given herein.
6. Particulars of Applicant(s).
a) Sole/First Applicant
Name: Mr./Mrs./Ms.
Father’s /Husband’s name:
Mother’s name:
Mailing address:
Passport No. Valid up to:
Date of Birth Telephone (If any):
For refund warrant (Application will not be treated as valid if anyone uses a non-scheduled bank. To avoid this complication, investors
are requested not to use the name of any non-scheduled bank) Please write the correct and full name of bank and branch:
For refund warrant: Applicant’s Bank A/C No.
Name of the Bank: Branch
b) Second Applicant
Name: Mr./Mrs./Ms.
Father’s /Husband’s name:
Mother’s name:
Mailing address:
Passport No. Valid up to:
Date of Birth:
Nominee:
Name:
Mailing Address:
Telephone (If any):
7. I/we hereby declare that I/we have read the Prospectus of “Advanced Chemical Industries Limited (ACI)” and have willingly subscribed for
…...…………………………………….................….................….................….................……..lots of ZCB Tk. 3,743 per lot ( Face value
Tk.5,000.00) on this form.
8. Specimen Signature(s):
Name in Block Letters Signature
Sole/First Applicant:
Second Applicant:
Page 173
Nominee:
Instructions:
1. As per provision of the Depository Act, 1999 and regulations made there under bonds will only be issued in dematerialized condition. Please
mention your BO (Beneficiary Owner) account number in the Application Form. If you do not mention your valid BO (Beneficiary Owner)
account, your application will be treated as invalid.
2. All information must be written or typed in block letters in English and must not be abbreviated.
3. An application must not be for less than 1(one) lot of 5 bonds and must be for a multiple of single lot. Any application not meeting this criterion
will not be considered for allotment purpose.
4. An application must be accompanied by a foreign demand draft drawn on a bank payable at Dhaka or cheque drawn out of foreign currency
deposit account maintained in Bangladesh for the full value of shares favoring “Advanced Chemical Industries Limited” and crossed “Account
Payee only”.
5. An application shall be sent by the applicant directly to the Company by 04.02.2010 so as to reach the Company by 13.02.2010 Applications sent
after 04.02.2010 or received by the Company after 13.02.2010 will not be considered for allotment purpose.
6. Refund against over-subscription shall be made in the currency in which the value of securities was paid for by the applicant at the same rate as
stated on the application form through Account Payee cheque payable at Dhaka with bank account number, Bank’s name and Branch as indicated
in the securities application form.
7. In case of over-subscription, allotment shall be made by lottery solely in accordance with the instructions by SEC.
8. Money receipt on clearance of draft or cheque, as the case may be, shall be sent by post to the applicant by the Company.
9. Joint application by two persons will be acceptable. In such a case, allotment or refund shall be made by post to the first applicant.
10. Application must be made by an individual, a corporation or company, a trust or a society and not by a firm, minor or persons of unsound mind.
11. Making of any false statement in the application or supplying of incorrect information therein or suppressing any relevant information in the
application shall make the Application liable to rejection and subject to forfeiture of application money and / or forfeiture of share (unit) before or
after issuance of the same by the issuer. The said forfeited application money or share (unit) will be deposited in account specified by the
Securities and Exchange Commission (SEC). This may be in addition to any other penalties as may be provided for by the law.
12. The intending NRB applicants shall deposit share money by US$/UK Pound Sterling/EURO draft drawn on any Bank and payable in Dhaka,
Bangladesh, or through a nominee by paying out of foreign currency deposit account maintained in Bangladesh or in Taka, supported by foreign
currency encashment certificate issued by the concerned bank, for the value of securities applied for through crossed bank cheque marking
“Account Payee only”. So that the issuer’s collecting bank can clear the proceeds and deposit the same into Issuer Company’s account in time.
13. The spot buying rate (TT Clean) in US Dollar, UK Pound Sterling and EURO of Sonali Bank at the day of subscription opening will be applicable
for the Non Resident Bangladeshi (NRB) applicants.
14. The applicant shall furnish photocopies of relevant pages of valid passports in support of his being a NRB, dual citizenship or of the
foreign passport bearing an endorsement from the concerned Bangladeshi Embassy to the effect that no visa is required for him to travel
to Bangladesh.
15. In case of joint NRB application joint applicant shall also submit supporting papers /documents in support of their being a NRB as mentioned in
para-14 (above).
16. An applicant cannot submit more than two applications, one in his/her own name and another jointly with another person. In case an
applicant makes more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In
addition, whole or part of application money may be forfeited by the Commission.
17. No sale of securities shall be made nor shall any money be taken from any person, in connection with such sale until twenty five days after
the prospectus have been published.
18. In the case of non-allotment of securities, if the applicants’ bank accounts as mentioned in their IPO Application Forms are maintained
with the Bankers to the Issue, refund amount of those applicants will be directly credited into the respective bank accounts as mentioned
in their IPO Application Forms. Otherwise, refund will be made only through “Account Payee” cheque(s) with bank account number and
name of bank branch as mentioned in the application payable at Dhaka or Chittagong, as the case may be.
THE NRB APPLICATION ALONG WITH THE FOREIGN CURRENCY DRAFT, AS ABOVE, IS TO BE SUBMITTED TO THE
COMPANY’S DHAKA OFFICE DIRECTLY WITHIN THE STIPULATED TIME MENTIONED IN PARA 5.
Page 174

Issuer Advanced Chemical Industries Limited (ACI)

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Issuer Advanced Chemical Industries Limited (ACI)

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Issuer Issue Manager

Advanced Chemical Industries Limited (ACI) Alliance Financial Services Limited

Advanced Chemical Industries Limited

Conversion Strike Price

OPENING DATE FOR SUBSCRIPTION: 31 January 2010

CLOSING DATE FOR SUBSCRIPTION: 04 February 2010

MANAGER TO THE ISSUE

Issue Rating (Zero Coupon Bond) A – (Indicative)

Date of Rating Declaration 29 April 2009

ACI 20% Convertible Zero Coupon Bonds -1-

AB Bank Limited Mercantile Securities Limited

Bangladesh Mutual Securities Limited Standard Bank Limited

Bay Leasing & Investment Limited Trust Bank Limited

BANCO Trans world (BD) Limited Union Capital Limited

Lanka Bangla Finance Limited

NAME & CONTACT ADDRESS OF THE AUDITOR

Rahman Rahman Huq

ACI 20% Convertible Zero Coupon Bonds -2-

ACI Advanced Chemical Industries Limited (ACI)

Capital gain Difference between strike price and market price

ACI 20% Convertible Zero Coupon Bonds -3-

MANAGER TO THE ISSUE

FACILITY ARRANGER & TRUSTEE

ACI 20% Convertible Zero Coupon Bonds -4-

Trust Bank Limited Mr. Iqbal U Ahmed Tel: (02)-9572012-3

Prospectus is also available on the websites www.secbd.org, www.aci-bd.com , www.iidfc.com, www.allfin.org.

ACI 20% Convertible Zero Coupon Bonds -5-

ACI 20% Convertible Zero Coupon Bonds -6-

ACI 20% Convertible Zero Coupon Bonds -7-

Conversion Strike Price 68

ACI 20% Convertible Zero-Coupon Bonds 68

ACI 20% Convertible Zero Coupon Bonds -8-

ACI 20% Convertible Zero Coupon Bonds -9-

Disclosure in respect of issuance of security in Demat Form

ACI 20% Convertible Zero Coupon Bonds - 10 -

“Declaration about Listing of Bonds with the Stock Exchange(s):

ACI 20% Convertible Zero Coupon Bonds - 11 -

ACI 20% Convertible Zero Coupon Bonds - 12 -

2. The Issuer shall execute charge agreements with the Trustee.

ACI 20% Convertible Zero Coupon Bonds - 13 -

ACI 20% Convertible Zero Coupon Bonds - 14 -

DECLARATIONS AND DUE DILIGENCE CERTIFICATES

DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO

Sd/- Sd/- Sd/-

Sd/- Sd/- Sd/-

Sd/- Sd/- Sd/-

ACI 20% Convertible Zero Coupon Bonds - 15 -

CONSENT OF THE DIRECTORS TO SERVE

Sd/- Sd/- Sd/-

Sd/- Sd/- Sd/-

Sd/- Sd/- Sd/-

DECLARATION ABOUT FILING OF PROSPECTUS WITH

ACI 20% Convertible Zero Coupon Bonds - 16 -

DUE DILIGENCE CERTIFICATE OF MANAGER TO THE ISSUE

For Manager to the Issue

ACI 20% Convertible Zero Coupon Bonds - 17 -

DUE DILIGENCE CERTIFICATE OF THE UNDERWRITER (S)

c. this underwriting commitment is unequivocal and irrevocable.

ACI 20% Convertible Zero Coupon Bonds - 18 -

DUE DILIGENCE CERTIFICATE OF TRUSTEE TO THE ISSUE

For Trustee to the Issue

ACI 20% Convertible Zero Coupon Bonds - 19 -

RISK FACTORS AND MANAGEMENT PERCEPTIONS

Interest rate risk