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Abridged Version of Prospectus

Tulsi Pharmaceuticals Limited
House No. 48A, Road No. 11A Dhanmondi R/A, Dhaka 1209 Dhaka, Bangladesh Phone: +880-2-9132594, 8120243 Fax: +880-2-9120657 E mail:

Public offer of 40,000,000 ordinary shares of Tk. 100/- per share totaling to Tk. 4,000,000,000/-

For General public – Opening Date: May 08, 2011 closing Date: May 15, 2011 For NRB applicants – Opening Date: May 08, 2011 closing Date: June 02, 2011

Credit Rating Agency Credit Rating Agency of Bangladesh (CRAB)
Long Term Entity Rating

Date of Rating

09 December 2009

Manager(s) to the Issue

Equity Partners Limited
1003, Dhaka Stock Exchange Annex Building (9th Floor) 9/E, Motijheel C/A, Dhaka 1000

IDLC Finance Limited
Bay’s Galleria (1st Floor) 57, Gulshan Avenue, Gulshan 1, Dhaka 1212

Underwriters IDLC Finance Limited Lanka Bangla Finance Limited Janata Bank Limited IIDFC Capital Limited ICB Capital Management Limited Issue Date of Prospectus: 05.04.2011 The Issue shall be placed in "N" Category


Special Note Please read the Prospectus carefully which includes ‘Risk Factors’ before taking your investment decision. “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.”

Company Profile
Tulsi Pharmaceuticals Ltd. (TPL) is one of the fastest growing pharmaceutical finished formulation manufacturing companies in Bangladesh with a mission to provide innovative high quality range of healthcare products. TPL has been striving for more than 18 years and has devoted entirely to the development of excellent pharmaceutical finished products. Relentlessly pursuing scientific knowledge, building the strength and developing the vision required to compete with the best in the future TPL has grown into a company that boosts of world class products, excellent production facilities and quality professionals. TPL has crossed numerous milestones in its journey.
• • • •
Turnover has grown multifold; Introduced several new life saving molecules for the first time in Bangladesh; Possesses an excellent production infrastructure; and

It has created effective systems and built committed teams of professionals, which ensure that General Pharma is fully prepared and ready to successfully take on the challenges of the future. General Pharmaceuticals has about 248 dosage forms for marketing within Bangladesh.

There are 2000 skilled professional are working in TPL inclusive of 900 Sales & Marketing Force. The distribution network is spread all over Bangladesh with a professional team of 500 distributions personnel. Launching new products in every month, maintaining the strong position in the market since their inception in 1987.In recent years TPL has entered into export fields by registering its products in Viet Nam, Kenya, Hong Kong, Macau, Mauritius, Myanmar, Sri Lanka & Maldives. In this connection TPL is also aiming to export their pharmaceutical finished products to other countries of South East Asia, Middle East and Africa and Latin America

Mission Statement: The company's mission is to maintain people's health and combat disease to enhance the quality of human life so that people may live longer. 1987 with initial 7 products and minimum manpower. (TPL) is incorporated as Private Limited Company on the 5th day of April. (TPL) stepped into manufacturing of drugs during. Dr. Dr. With this end in view M/S. Gazi Nurun Nabi. country’s poor health condition struck their mind. demised Director were friends and classmates since their boyhood.History of the Organization Tulsi Pharmaceuticals Ltd. They would always feel that health sector was being deprived and neglected. Momenul Haq. While they were medical students. Managing Director. Tulsi Pharmaceuticals Ltd. 1984. Vision General envisions a leading role for itself as a catalyst for improvement of the healthcare environment. healthier and more meaningful lives. Therapeutic wise product category of General Pharma are given belowDRUG ACTING ON GIT VITAMIN & MINERALS ANTIHISTAMINE & ANTIASTHMATIC NEUROTONICS MUSCULOSKELETAL DRUGS ANTIDIABETIC ANTI MIGRAINE ENERGY PRODUCER INJECTABLE DISINFECTANT ANTI-ANGINAL & ANTI-ISCHEMIC DRUGS CARDIOVASCULAR DRUGS PSYCHOTROPIC ANTIMICROBIAL/ANTIPROTOZOLE ANTI-OBESITY DERMATOLOGICAL ANTI CANCER UROLOGICAL DRUG ORS ANTISEPTIC MOUTHWASH ANTI-GOUT . Product Line: General offers a wide variety product to combat against different diseases. They cherished in their mind to do something for welfare of the common people by rendering their professional zeal.

0000.000.000.00 100.000.Issue size and purpose of public offering Financial Structure of the Company The Financial Structure of the Company as follows: Particulars Before IPO Authorized Capital ordinary shares of Tk. 2.00 0 100.00 0 4.00 Investor Quota Eligible Institutional Investors Mutual Fund Portion NRB portion Public Portion Percentage 30% 10% 10% 50% Amount 1.000.0000.000.00 400.000.00 Face Value(Taka) 100.000.00 400. of shares 20.0000 100.000.000 100 each Total Paid-up before IPO After IPO To be issued as IPO Total no of shares (post IPO) Paid up capital (post IPO) No.000.00 .00000.00 6.000.00 Amount in Taka 200.

) 145.0000 52.980.052.980.5500000 10.000 Subsequently.) Net IPO Proceeds Working Capital Requirement Amount(Tk.00.947.107.4000000 125. considering the business requirements.020.00000 84.000 764.) 20.00.000 4.00. Construction of new factory Machinery import for production Office equipment Office decoration Raw materials Research and development cost Total Amount (Tk.020.000 158.340.000 64.000 3.000 . the management decided to utilize the fund in the following: Particulars Repayment of loan to HSBC Repayment of loan to Agrani Bank Ltd.Use of IPO proceeds: Use of IPO Proceeds IPO Proceeds Less: IPO expenses (approx.000 3.270.947.



15% on the balance amount (Max 20 lac) Fixed @ . 20.000 @ .000 Estimated Estimated Estimated 16.000 Printing & Post IPO Expenses (Estimated): Abridged version of Prospectus and Noticed Printing of Prospectus and Forms Post issue Expenses Arrangement of Lottery Total Estimated 10.05.000 12.000 SEC Fees Application Fee Consent Fee IPO Commission Underwriting Commission Bankers to the Issue Commission 10.25% on entire offer @ .000 Ratio Analysis: .10 crore of paid up capital & 0.15% on entire offer on entire offer Amount in Tk.000 Fixed Fixed @ .Breakdown of IPO expenses Particulars Manager to the Issue Fees Regulatory Expenses Listing related expenses: Service Charge Annual Fee for DSE & CSE Listing Fees for Stock Exchange (DSE & CSE) Rate @ .000 40.000.000 4.000 52.000.000 2.25% on up to tk.000.1% on entire offer 10.000

220465998 2.085804175 33.075029183 N/A N/A N/A N/A N/A N/A N/A N/A Risk Factors .47111518 16.15020331 0.591541806 3.136356243 0.611970053 0.586705412 0.666218462 0.21325735 0.095730411 2.110496878 0.050191261 0.7754867 8.746816813 30 June 2006 0.09853002 N/A 1.748107869 0.334155494 0.136356243 0.114214905 6.392082717 0.76486992 0.056649397 0.007447044 0.611970053 N/A 0.8518497 0.350931171 0.73960492 0.014180369 N/A N/A N/A N/A 0.098427572 N/A N/A 0.001566887 0.247620758 2.144483279 0.Particulars Liquidity Ratios Current ratio Quick (Acid Test) ratio Times interest earned ratio Debt to equity ratio Operating Ratio Accounts receivable turnover ratio Inventory turnover ratio Asset turnover ratio Profitability Ratios Gross profit margin Operating profit margin Net profit margin Return on Assets (ROA) Return on Equity (ROE) Earnings Per Share (Taka) 30 June 2010 0.40332377 5.9835916 1.228470235 0.826552907 0.299874065 N/A N/A N/A N/A 0.09853002 0.0579843 6.7436484 0.7428178 For the year ended 30 June 30 June 2009 2008 0.8281768 0.062439306 30 June 2007 0.

may disrupt the production of the Company and can adversely impact the profitability of the Company. Rising of interest rate increases the cost of fund and consequently there may be impact on profitability. Any invention of new and more cost effective technology may cause operational obsolescence thereby causing in substantial new investments. Proposed new investments in diversified product lines may need diversified technology and management skills. The production facilities are based on currently available technology. rebate etc. Independent modern QA. Electronically controlled operation system as per guideline of GAMP 4 (Good Automated Manufacturing Practice). Integrated Building Management System (IBMS) supported by latest dynamic software networking to ensure central monitoring and complete automatic operation of the plant. labor unrest. Fully segregated independent production facility equipped with sophisticated high-tech European machinery. The assessable risk factors. which may not be available. earthquake etc. (f) Potential changes in global or national policies The Company's product lines consist of specialized and sophisticated anti-cancer. (g) Operational risk Shortage of power supply. antibiotic and other life saving drugs products that are primarily based on imported raw materials. cardiovascular. Instability in money market and increased requirement for fund may put pressure on interest rate structure. Waste management solution. (d) Market and technology related Risk The company has world-class infrastructure with most sophisticated machinery and equipments. unavailability or price increase of raw materials. which are not follow proper ETP. which are negative effects on living being and environment thereby causing closure of business by the Company. QC. Any shortage in the international market might dent the production level and profitability. both external and internal. (c) Industry Risk Environmentalists are likely to create pressure on Government to protect or banning those factory. (b) Exchange Rate Risk The Company imports raw materials against payment of foreign currency. Microbiological and Product Development Laboratories supported with high-tech equipment to ensure the highest quality of products. Law and order situation and political unrest may also jeopardize Company's operations and adversely affect profitability. cyclone. Unfavorable volatility or currency fluctuation may affect the profitability of the Company.The Company is operating in an industry involving both external and internal risk factors having direct as well as indirect effects on the investments by the investors. are mentioned below(a) Interest Rate Risk Interest/financial charges are paid against any kind of borrowed fund. (e) Potential or existing government regulations Any adverse change by the Government in fiscal policies relating incentives. Any serious defects in the plant and machinery may affect production and profitability calling for additional investment for replacement. Credit Rating: . Air pollution etc. natural calamities like flood. may adversely affect Company's profitability as well as adverse effect the production of life saving drugs.

• Voting Right: All the shareholders shall have usual voting rights. Rights of the Shareholder: • Dividend: All the shareholders have equal but proportionate right in respect of dividend.00 (two lac) only for the first year and it will fix up for subsequent years.Credit Rating Agency of Bangladesh Limited (CRAB) has assigned “A1” (pronounced Single A One) rating in the Long Term to General Pharmaceuticals Limited (hereinafter referred to as TPL. or the Company). c) The declaration of the Directors as to the amount of net profits of the Company shall be conclusive. Dividend will be paid in Bangladeshi Taka only. The transfer will be made by the CDBL under electronic settlement process. 00. Voting right can be exercised in person or by proxy in a meeting. b) The Company in general meeting may declare a dividend to be paid to the members according to their rights and interests in the profits and may fit the time for payment. Accounting Year: Financial period of the company covers one year from 1st July to 30th June consistently. Tulsi Pharmaceuticals Limited . d) There is no limitation on the payment of dividend to the shareholders. 2. • Transfer of shares: Shares are transferable. • Receive Annual Report: The shareholders shall have the right to receive all periodical reports and statements audited as well as unaudited published by the company from time to time. So investment in this Fund will easily be encashable. • Encashment: The shares will be listed with DSE. Companies rated in this category have very strong capacity to meet their financial commitments.000. Dividend policy: a) Subject to the rights of members entitled to shares if any with preferential or special rights attached thereto as to dividends and subject to the provisions of these presents as to the reserve fund and depreciation fund the net profits of the Company in respect of any year or other period shall be applied in the payment of dividend on the ordinary shares of the Company but so that a partly paid up share only entitles the holder with respect thereto to such proportion of the Distribution upon a fully paid up share as the amount paid thereon bears to the nominal amount of each share. • Conversion: The Company is issuing ordinary shares through this prospectus with the consent of the SEC. Company in its General Meeting may convert any fully paid up shares into stock and reconverts such stock into paid up shares of any denomination if it is so determined by the company. subject to very low credit risk. Audit Fee: The audit fee will be Tk. These companies are judged to be of very high quality.

340 4.561 340.317 409.406.772.390.019.645.099 892.206 29.681.563 3.147.419 416.652.734 12.959 614.233.665.670 559.261.969.188 .26 4 250.8 76 2. Plant & Equipment Less: Accumulated depreciation Total long term assets Current assets Inventories Loans.989 2.076. advance & deposits Cash & bank balances Accounts receivables Total current assets Less: Current liabilities and provisions Short term Borrowings Accounts payables Accrued expenses Tax payables Total current Liabilities 72.8 16 5.770.430.721.464.181 5.499.933.836.318.686.028 3.982 680.552 30.2 42 19.006.473 45.8 76 2.247.659.031.846 9.826 663.1 09 34.280 6.452.797.582. 1.743.929.358.6 96 1.529 9.976 406.730 483.249.560.777.917.78 3 639.310 9.293 5.Balance Sheet For the year Ended Particulars June 2006 Taka Assets NonCurrent Assets Property.796 95.412.894 8.182 9.708 8.354 417.972 643.684 14.381.645.227 June 2007 Taka June 2008 Taka June 2009 Taka June 2010 Taka - - 680.17 5 45.6 79 2.6 96 1.771.421.990.48 184.260.333.242.633 28.29 2 19.929 15.351.267.971.827.40 2 51.397 74.958.633.889 75.028 867.510 391.722 7.118.827.919.205.891 95.903.242.590.572 7.000 199.245 4.790 80.

048.501.60 8 769.732.78 8) (321.018.92 1 395.323. 00 651.648.5 05 1.263.000..048.5 10 .000.544.4 73 552.000.751 169.9 02 2.429 2.690.934.482.50 5 00 600.24 1 51.787.5 05 600.285.000.851.751 604.964.50 9) Net assets Financed by Long term borrowings liability for EWF Total long term liabilities 651.482.000 600.148.000 600.795.186.608 372.44 1 3.6 24 3.195.19 1) (179.722.0 88 Shareholde rs' equity Share capital Revaluation reserve Retained earnings Total shareholders ’ equity Total long term liabilities & equity 600.648.306) (228.851.320 2.982.690.98 4 600.526.42 5 5.787.627.9 23 35.455.30 4) (6.189.526.828.041.424.701 1.6 66 51.000 600.0 88 1.688.000.249.3 75 2.964.455.732.66 6 1.501.000.000 2.5 10 5.50 5 1.760.424.000 4.482.0 88 2.3 75 2.0 88 2.688.and provisions Net working Capital 3 (28.482.

705 (9.217.512.245) 7.909) 785.714.859) 703.918 248.502.647) 621.236 (12.392 ) 12.092) (11.325.680 282.735 30 June2009 Taka 507.735 621.501.145 (164.817.814) (40.Tulsi Pharmaceuticals Limited Income Statement For the year ended Particulars 30 June 2010 Taka Net Sales (After vat adjustment) Cost of sales Gross profit Administrative Expenses Selling.979 (10.647 (6.584.167 4.500.608 3.680 30 June 2008 Taka 40.591 (55.403.893.914.457.804.740.806.001.300) 338.163 (4.502.441 113.808.592) 388.382 (81.415.294 372.072 169.896.262.918 7.297 (119.751 .222.817.530.995) (69.332 ) 30.863.318.911) 282.795.478.819.690.325. Marketing & Distribution Expenses Net profit before financial expenses Financial expenses Net profit after financial expenses Net profit before taxation Income Tax @ 40% Net profit after Taxation 950.127.

938.498.259.415.663) 110.102 ) 2.830.871 (206.615 - 3.968) 2.552 122.85 1) - 65.300.836.791 (39.914.970.484) 20.053) - (107.825) 189.544.321) (66.036.158) (104.695 273.700.48 7 (30.183.088 (73.846.681.744) - (24.381.895 ) (45.421.101) 252.177. plant & equipment Disposal of property.348.00 8 (2.626.235.770.053) - (107.825 27.636 (296.980 1.701) (5.616.000) (157.755.130 - 310.574 ) - (210.85 1) - (210.310.602 (42.278.359.972 (49.750.902.938.744) - (24.311) - 58.876.824 - 129.094 ) 163.928.940.755.Tulsi Pharmaceuticals Limited Cash Flow Statement For the year ended Particulars 30 June 2010 Taka 30 June 2009 Taka 30 June 2008 Taka a) Cash flow from operating activities: Collection against sales Payments to creditors Other operating expenses Payment to others Interest paid Net cash generated from operating activities b) Cash flow from investing activities: Acquisition of property.038.851.054. plant & equipment Net cash generated from investing activities c) Cash flow from financing activities: Long term loan received Long term loan refund Short term loan received Short term loan refund Net cash generated from financing activities d) Net cash increase/decrease(a+b+c) e) Cash & cash equivalents – opening 547.041 (11.989 .344 126.842.658) (39.572 71.616.335 - (58.

B. He completed M. Matin Chowdhury is a renowned and dynamic personality in the pharmaceutical sector of Bangladesh. She is also the Chairperson of Special Olympics in Bangladesh.552 1. GENERAL PHARMA pharmaceuticals limited Mr. completed M.S.B. Managing Director Age (Years) 52 35 47 Qualifications M. .B. Sarah Momen.421.528.S.S.Com in Marketing and MBA from USA Position Director/Managing Director Director Director Marketing 02 03 Dr.B. Momenul Haque Managing Director. She was the former Chief Consultant of Pabna Mental Hospital.f) Cash & cash equivalents . Dr.B. M. from DMC and post graduation from U.closing (d+e) 301. Director Mir Zaki Azam Chowdhury .572 Directors of the company: Description of the directors Serial No.Director Short Bio data of the directors: Dr. Momenul Haque.377 127. A. Sarah Momen Director Dr.S.B.B. from Dhaka Medical College and postgraduate studies from the U.K. from Dhaka Medical College and postgraduate studies from the USA Mrs. Sarah Momen wife of Dr. from DMC and post graduation from USA M. Sarah is a famous Child and Adolescent Psychiatrist. 01 Name Dr.B. Momenul Haq.K.681.

000 Percentage of outstanding Shares 01 02 03 Dr.000 44. Momenul Haq Dr.000 60.50% .Mir Zaki Azam Chowdhury Director Marketing Mir Zaki Azam Chowdhury completed his masters in marketing and completed MBA from USA with a major in marketing. Sarah Momen Mir Zaki Azam Chowdhury Total Manging Director Director Director 7.073% 100% . No Name Position Number of shares owned 5. Securities of the company owned by the directors: Name of the directors who owned the shares of the company Sl.56000 45.000.

929 7.772 28.407 5.580. Sl.Determination of offering price: The issue price at Tk. Particulars Current Assets Inventories A Loans and Advance Cash and Bank Balance Account Receivables Fixed Assets Total Assets Short term borrowings Accounts Payable B Accrued expenses Tax payable Long term borrowings Liabilities from EWF 614.56 2.424.934 9.00 is justified as per the guidelines of the Securities and Exchange Commission as detailed below: (i) Net Asset Value per Share The offering of the common stock of Tulsi pharmaceuticals Ltd has been determined by assessing the Net Asset Value (NAV).65 0.748 867.249 6. The financial calculations presented below are from the audited accounts of 30th June 2010.391 12.395 Amount in Million Taka . No.917.076 14.149 0.100.

160 .000 54.21 6.066) 372.000.21*(0.Total Liabilities C D E Net Asset Value (A-B) Number of shares Net Asset Value per share (C/D) 3. Glaxo BD Limited Reneta Limited The Ibn Sina Limited Orion Infusions Square Pharma Ltd Total Average P/E ratio P/E Ratio 21 28 24 42 39 22 176 29.000 6.316.263.000.40 Projected Earning based value per share: Tulsi pharmaceuticals limited Price earnings multiples Company Name Beximco Pharma ltd.764 3.33 Tulsi Pharma’s net income in 2010 Numbers of share EPS Expected EPS in 2011 6.795.984 60.61986 Value of the share Expected (EPS*Industry P/E ratio) 194.441 60.

Average Market price of similar stocks: Company Name Basis of selecting Company Ambee Pharma Same management Beximco Pharma Same Product Line Ibn Sina Glaxo SmithClin e Turnover Close to GENERAL PHARMA company 100 ‘A’ Category Company Face Value (a) Closing Prices June 10 July 10 Aug 10 Sep 10 Oct 10 Nov 10 Average closing Price (b) Market Value Multiplier (b/a) Average Market value multiplier 10 10 100 234.20 830.23 44.097.20 1.43 14.322.50 154.301.50 1.308.312.00 1.576.293.30 252.60 149.50 150.421.5 1.3 150.418.20 613.40 145.50 1.464.80 1.70 1.502.3 1.40 487.748.8058 .2 242.54 15.30 149.10 443.9352 21.75 1.52 12.00 1.94 1.423.323 146.90 1.025 1.20 1.381.

Based on this. we may assume that share prices of Tulsi Pharmaceuticals Ltd.From the above it is clear that market price of prospective similar companies of Pharmaceuticals sector are on average 21. 218. would be Tk.05. .8058 times higher than that of its face value.

risk-free rate of 8% (1 year Tbond).08)*. Cost of equity: = RRF + β ( Rm − RRF ) =0.08+(. and market risk premium of 12.29 1.057 0.06 =0.65%.18% using the following assumptions: CAPM used to calculate cost of equity using beta of 6.56=0.08 Adjusted Weighted Average Cost of Capital: Calculation of Adjusted WACC Capital Debt Equity Total Book Value 242 600 31520 Cost of Capital 0.Discounted Cash flow Method: Tulsi Pharma’s WACC was determined to be 9.117*0.0918 G= ROE*Retention Rate = 0.71 0.0000 WACC 0.0348 0.12 0.1265-.066 .08 Weight 0.

0243(1.62 65.0918-0.31 -12.63 2485.11 26.76 16.38 39.066) =181.0122 65.07 157.63 43.003 0.51 crore Terminal value 2013=170.91 -0.63 96.28 0.015 99.42 38.18 6.65 8.4822 7.024 3 Free Cash Flow 32.084 43.97 16.826 5.59 53.018 11.19 crore Terminal value2010= 7025.32 10.08 crore .93 245.45 62.066) / (0.16 90.47 78.22 170.Actual 30-Jun10 Net Sales Less: Cost of sales Gross Profit less: Total Expenses EBT Tax (.85 30-Jun12 231.36 299.66 98.47 0.264 147.61 4.24 30-Jun13 360.0183 157.25/0.65 150.728 Discounted Cash flow=169.32 25.25 11.0258 =7025.40) EAT 0ther data: Add: Net interest after tax Unlevered Net Income Change in deferred Tax NOPLAT add: Depreciation Less: change in NWC 95.17 0.0918^4=4944.15 7.56 0.59 16.746 61.21 123.19/1.57 57.484 3 16.466 0.17 30-Jun11 148.00 % 37.763 99.05 41.396 0.8222 97.4 60.33 132.95 61.

0918-0.44=20. Growth Rate.066) = 784.Dividend Discount Model 5.24/ (0.84 Dividend Discount Model: Here.160 374.50 230.50 Price to cash flow ratio: Price/cash flow ratio= Pt/CFt+1×CFt =235.08-512(value of debt)= 4.92 Determining Offer Price: Methods of determining value per share 1.92 194. k = 0.Firm value=169.601.0918 Expected DPS=Average EPS of the industry*Average Dividend Payout Ratio =46.08 766.36*5. G= 0.Value based on market value multiplier 3.Value based on Price Earnings Per Share Average value per share Amount in Taka 54.Net Asset Value Per Share 2.73/5.84*0.06 crore Value per share= (4601.51+4944.Value based on Price Cash flow method 6.82 .025 =230.24 Value Per Share=D1/K-G=20.40 218.84 784.066 Cost of capital.Discounted Cash Flow method 4.06/ 6) crore =766.

.We recommend an offer price of 100.00 taka with the lot of 20 shares.