SEC/Enforcement/1029/2012/135By Courier Service

Dated: April10, 2012

Fax 88-02-9885269

Managing Director
AppolloIspat Complex Limited
407, Tejgaon Industrial Area
Dhaka-1208.
Subject: Show cause cum notice for hearing: Non-compliance of securities related laws.

Dear Sir,
Whereas, as per section 2(g) of the Securities and Exchange Ordinance, 1969 (XVII of 1969), AppolloIspat Complex
Limited is anissuer;
Whereas, the issuer has submitted a prospectus for public offer of 57,150,000 ordinary sharesof Tk. 10. each at an issue
price of Tk. 70/- each, including a premium of Tk. 60/- per share totaling to Tk. 4,000,500,000/-;
Whereas, AppolloIspat Complex Limited incorporated the incorrect financial statements for the year ended on June 30,
2011 with the Prospectus, which do not give a true and fair view of the state of the companys affairs as of June 30, 2011
as the company has included 1.5415 acres of lands in the financial statements which do not belong to the company, value
of such lands overstated the companys assets as of June 30, 2011. Even that, no disclosure has been made in the
aforesaid financial statements as well as draft prospectus with regard to incorporation of such land in the financial
statements. Incorporation of such incorrect financial statements to the Prospectus (i.e., in the public offering document)
is tantamount to furnishing of false/incorrect information to the general investors/public. Submission of such
false/incorrect information/Prospectus incorporating in correct financial statements for the year ended on June
30, 2011 is a contravention of section 18 of the Securities and Exchange Ordinance, 1969;
Whereas, the aforesaid activities are tantamount to non-compliance of securities law that appears deliberate and clear
contravention of per section 18 of the Securities and Exchange Ordinance, 1969 attracting penal provision of section 22
of the Securities and Exchange Ordinance, 1969;
Whereas, the Commission feels in this respect that an opportunity of being heard be given to the issuer on the above
matter before taking the further measures as per provision of section 22 of the Securities and Exchange Ordinance, 1969;
Now, therefore, you are requested to appear at hearing personally or through authorized persons (written authorization
need to be submitted during hearing) on April17, 2012 at 10.00 A.M. at the chamber of Member Enforcement, as
provided under Section 22 of the Securities and Exchange Ordinance, 1969 on the stated ground of contraventions, along
with your written explanation, if any, showing cause as to why appropriate action should not be taken by the Commission
against AppolloIspat Complex Limited for the above stated contraventions, failing which the Commission will be
constrained to take decision exparte in this respect.
For the Securities and Exchange Commission

Mir MosharrafHossainChowdhury
Director
Copy for information:
Chief Executive Officer, DhakaStock Exchange Ltd.
Chief Executive Officer, ChittagongStock Exchange Ltd.
P.O. to Member (Enforcement), SEC
P.O. to Executive Director (Capital Issue), SEC
Chairmans Office, SEC

SEC/Enforcement/1029/2012/136By
Dated: April10, 2012

Special Messenger

ICB Capital Management Limited

BDBL Bhaban (Level-16)
8 DIT Avenue
Dhaka-1000
Attention: Managing Director/CEO
Subject: Show cause cum notice for hearing: Non-compliance of securities related laws.
Dear Sir,
Whereas, as per section 2(T) of the Securities wmwKDwiwUR I GP Kwgkb (gvPU
cvUdvwjIgvbRvi) wewagvjv, 1996,ICB Capital Management Limited is aMerchant Banker.

evsKvi

Whereas, the Securities and Exchange Commission, at the request ofICB Capital Management Limitedissued a Merchant Banker
Registration Certificate toICB Capital Management Limited under aviv 10(1) of the wmwKDwiwUR I GP KwgkbAvBb,
1993, to conduct securities related activities under certain terms & conditions stipulated in the said certificate;
Whereas,ICB

Capital Management Limited- manager to the issue, issuedincorrect due diligence certificate to

AppolloIspat Complex Limited for public issue as per rule 18(9) of the Securities and Exchange Commission

(Public Issue) Rules, 2006 to the effect that among others, we confirm that: b. all the legal requirements
connected with the said Issue have been duly complied with. But it has been revealed that the issuer

company has included 1.5415 acres of lands in the financial statements which do not belong to the
company, value of such lands overstated the companys assets as of June 30, 2011 and submission of
such false statement or incorrect certificate to the Commission, which tantamount to section 18 of the
Securities and Exchange Ordinance, 1969;
Whereas, the aforesaid activities are tantamount to non-compliance of securities law that appears deliberate and clear contravention of
section 18 of the Securities and Exchange Ordinance, 1969 attracting penal provision of section 22 of the Securities and
Exchange Ordinance, 1969;
Whereas, the Commission feels in this respect that an opportunity of being heard be given to the issuer on the above matter before
taking the further measures as per provision of section 22 of the Securities and Exchange Ordinance, 1969;
Now, therefore, you are requested to appear at hearing personally or through authorized persons (written authorization need to be
submitted during hearing) on April17, 2012 at 10.10 A.M. at the chamber of Member Enforcement , as provided under
Section 22 of the Securities and Exchange Ordinance, 1969 on the stated ground of contraventions, along with your written
explanation, if any, showing cause as to why appropriate action should not be taken by the Commission against ICB Capital
Management Limited for the above stated contraventions, failing which the Commission will be constrained to take decision exparte in
this respect.
For the Securities and Exchange Commission

Mir MosharrafHossainChowdhury
Director
Copy for information:
Chief Executive Officer, DhakaStock Exchange Ltd.
Chief Executive Officer, ChittagongStock Exchange Ltd.
P.O. to Member (Enforcement), SEC
P.O. to Executive Director (Capital Issue), SEC
Chairmans Office, SEC

SEC/Enforcement/1029/2012/137By Special Messenger

Dated: April10, 2012
Fax-880-2-9559508
Zoha, Zaman, Kabir, Rasid& Co.
Chartered Accountants
65-66, Motijheel C/A
Room No. 504
Dhaka-1000
Attention: Managing Director/CEO
Subject: Show cause cum notice for hearing: Non-compliance of securities related laws.
Dear Sir,

M/s. ZohaZamanKabir Rashid & Co., Chartered Accountants-statutory auditors of AppolloIspat

Complex Limited issued audit report on the financial statements for the year ended on June 30, 2011 without
Whereas,

qualifying the facts that out of 14.7315 acres of lands as revalued, 1.5415 acres of lands do not belong to
AppolloIspat Complex Limited and due to inclusion of such assets in the financial statements for the year
ended on June 30, 2011, assets of the company as of June 30, 2011 has been overstated. As a result, financial
statements of AppolloIspat Complex Limited for the year ended on June 30, 2011 do not give a true and
fair view of the state of the companys affairs as of June 30, 2011 and of the results of its operations and
cash flows for the period then ended. It may be mentioned here that the matter has not been disclosed in the
aforesaid financial statements.But, the auditors- M/s. ZohaZamanKabir Rashid & Co., Chartered Accountantsstatutory auditors of AppolloIspat Complex Limited has reported that the financial statements of the company
for the year ended on June 30, 2011 except recognition of deferred tax as per requirement of BAS-12, give a
true and fair view of the state of the companys affairs as of June 30, 2011 and of the results of its operations
and cash flows for the period then ended. Submission of such false or incorrect report on the financial
statements of AppolloIspat Complex Limited for the year ended on June 30, 2011 to the Commission is a
contravention to section 18 of the Securities and Exchange Ordinance, 1969;
Whereas, the aforesaid activities are tantamount to non-compliance of securities law that appears deliberate and clear contravention of
section 18 of the Securities and Exchange Ordinance, 1969 attracting penal provision of section 22 of the Securities and
Exchange Ordinance, 1969;
Whereas, the Commission feels in this respect that an opportunity of being heard be given to the issuer on the above matter before
taking the further measures as per provision of section 22 of the Securities and Exchange Ordinance, 1969;
Now, therefore, you are requested to appear at hearing personally or through authorized persons (written authorization need to be
submitted during hearing) on April17, 2012 at 10.20 A.M. at the chamber of Member Enforcement , as provided under
Section 22 of the Securities and Exchange Ordinance, 1969 on the stated ground of contraventions, along with your written
explanation, if any, showing cause as to why appropriate action should not be taken by the Commission against ZohaZamanKabir
Rashid & Co., Chartered Accountants for the above stated contraventions, failing which the Commission will be constrained
to take decision exparte in this respect.
For the Securities and Exchange Commission

Mir MosharrafHossainChowdhury
Director
Copy for information:
President, Institute ofChartered Accountant of Bangladesh (ICAB)
Chief Executive Officer, DhakaStock Exchange Ltd.
Chief Executive Officer, ChittagongStock Exchange Ltd.
P.O. to Member (Enforcement), SEC
P.O. to Executive Director (Capital Issue), SEC
Chairmans Office, SEC

SEC/Enforcement/1029/2012/138By Special Messenger

Dated: April 10, 2012

Fax-880-2-8119252

MasihMuhithHaque& Co.
Chartered Accountants
UTCBuilding (Level 13)
8, Panthopoth
Dhaka-1015
Attention: Managing Director/CEO
Subject: Show cause cum notice for hearing: Non-compliance of securities related laws.
Dear Sir,
Whereas, MasihMuhithHaque& Co., Chartered Accountants- the valuer, issued of incorrect valuation report to
AppolloIspat Complex Limited, confirming/certifying that 1473.15 decimals lands are recorded in as well as owned
by the AppolloIspat Complex Limited and revalued such lands as of December 31, 2010 at Tk.157,28,50,000.00
creating revaluation surplus of Tk.125,77,10,888.00. The value of 14.7345 acres of lands has been accounted for in
the financial statements of AppolloIspat Complex Limited for the year ended on June 30, 2011 as land and land
development.Out of 14.7315 acres of lands as revalued, 0.9940 acres and 0.5475 acres totaling 1.5415 acres of lands
are owned by Appollo Power Generation Company Limited and Mr. Md. Ansar Ali, Managing Director of
AppolloIspat Complex Limited, i.e., 1.5415 acres of lands do not belong to AppolloIspat Complex Limited.
Submission of such false or incorrect valuation report to the Commission, which tantamount to section 18 of the
Securities and Exchange Ordinance, 1969;
Whereas, the aforesaid activities are tantamount to non-compliance of securities law that appears deliberate and clear
contravention of section 18 of the Securities and Exchange Ordinance, 1969 attracting penal provision of section 22 of
the Securities and Exchange Ordinance, 1969;
Whereas, the Commission feels in this respect that an opportunity of being heard be given to the issuer on the above
matter before taking the further measures as per provision of section 22 of the Securities and Exchange Ordinance, 1969;
Now, therefore, you are requested to appear at hearing personally or through authorized persons (written authorization
need to be submitted during hearing) on April 17, 2012 at 10.10 A.M. at the chamber of Member Enforcement, as
provided under Section 22 of the Securities and Exchange Ordinance, 1969 on the stated ground of contraventions, along
with your written explanation, if any, showing cause as to why appropriate action should not be taken by the Commission
against MasihMuhithHaque& Co., Chartered Accountants for the above stated contraventions, failing which the
Commission will be constrained to take decision exparte in this respect.
For the Securities and Exchange Commission
Mir MosharrafHossainChowdhury
Director
Copy for information:
President, Institute of Chartered Accountant of Bangladesh (ICAB)
Chief Executive Officer, DhakaStock Exchange Ltd.
Chief Executive Officer, ChittagongStock Exchange Ltd.
P.O. to Member (Enforcement), SEC
P.O. to Executive Director (Capital Issue), SEC
Chairmans Office, SEC

01. Capital Issue department has referred the following matter to Enforcement Department for appropriate action against
AppolloIspat Complex Limited as an issuer, ICB Capital Management Limited- manager to the issue,
MasihMuhithHaque& Co., Chartered Accountants- the valuer of land of the issuer company and M/s.
ZohaZamanKabir Rashid & Co., Chartered Accountants-statutory auditors of the issuer company:
(a) AppolloIspat Complex Limited for incorporating the incorrect financial statements for the year ended on June
30, 2011 with the Prospectus, which do not give a true and fair view of the state of the companys affairs as of
June 30, 2011 as the company has included 1.5415 acres of lands in the financial statements which do not
belong to the company, value of such lands overstated the companys assets as of June 30, 2011. Even that, no
disclosure has been made in the aforesaid financial statements as well as draft prospectus with regard to
incorporation of such land in the financial statements. Incorporation of such incorrect financial statements to the
Prospectus (i.e., in the public offering document) is tantamount to furnishing of false/incorrect information to the
general investors/public. Submission of such false/incorrect information/Prospectus incorporating in
correct financial statements for the year ended on June 30, 2011 is a contravention of section 18 of the
Securities and Exchange Ordinance, 1969;
(b) ICB Capital Management Limited- manager to the issue, for issuance of in correct due diligence certificate to
the aforesaid public issue as per rule 18(9) of the Securities and Exchange Commission (Public Issue) Rules,
2006 to the effect that among others, we confirm that: b. all the legal requirements connected with the said
Issue have been duly complied with. But it has been revealed that the issuer company has included 1.5415
acres of lands in the financial statements which do not belong to the company, value of such lands overstated the
companys assets as of June 30, 2011 and submission of such false statement or incorrect certificate to the
Commission, which tantamount to section 18 of the Securities and Exchange Ordinance, 1969;
(c) MasihMuhithHaque& Co., Chartered Accountants- the valuer, for issuance of incorrect valuation report to the
aforesaid public issue, confirming/certifying that 1473.15 decimals lands are recorded in as well as owned
by the AppolloIspat Complex Limited and revalued such lands as of December 31, 2010 at
Tk.157,28,50,000.00 creating revaluation surplus of Tk.125,77,10,888.00. The value of 14.7345 acres of
lands has been accounted for in the financial statements of AppolloIspat Complex Limited for the year
ended on June 30, 2011 as land and land development.Out of 14.7315 acres of lands as revalued, 0.9940
acres and 0.5475 acres totaling 1.5415 acres of lands are owned by Appollo Power Generation Company
Limited and Mr. Md. Ansar Ali, Managing Director of AppolloIspat Complex Limited, i.e., 1.5415 acres of
lands do not belong to AppolloIspat Complex Limited. Submission of such false or incorrect valuation report
to the Commission, which tantamount to section 18 of the Securities and Exchange Ordinance, 1969; and
(d) M/s. ZohaZamanKabir Rashid & Co., Chartered Accountants-statutory auditors of the issuer company for issuance of
audit report on the financial statements for the year ended on June 30, 2011 without qualifying the facts that out
of 14.7315 acres of lands as revalued, 1.5415 acres of lands do not belong to AppolloIspat Complex Limited and
due to inclusion of such assets in the financial statements for the year ended on June 30, 2011, assets of the
company as of June 30, 2011 has been overstated. As a result, financial statements of AppolloIspat
Complex Limited for the year ended on June 30, 2011 do not give a true and fair view of the state of the
companys affairs as of June 30, 2011 and of the results of its operations and cash flows for the period then
ended. It may be mentioned here that the matter has not been disclosed in the aforesaid financial
statements.But, the auditors- M/s. ZohaZamanKabir Rashid & Co., Chartered Accountants-statutory auditors of
AppolloIspat Complex Limited has reported that the financial statements of the company for the year ended on
June 30, 2011 except recognition of deferred tax as per requirement of BAS-12, give a true and fair view of the
state of the companys affairs as of June 30, 2011 and of the results of its operations and cash flows for the
period then ended. Submission of such false or incorrect report on the financial statements of AppolloIspat
Complex Limited for the year ended on June 30, 2011 to the Commission is a contravention to section 18 of
the Securities and Exchange Ordinance, 1969.
02. In view of the above, we may issue a show cause cum notice for hearing to AppolloIspat Complex
Limited as an issuer, ICB Capital Management Limited- manager to the issue, MasihMuhithHaque& Co.,

Chartered Accountants- the valuer of land of the issuer company and M/s. ZohaZamanKabir Rashid & Co.,
Chartered Accountants-statutory auditors of the issuer company.
03. Four show cause cum notice for hearing have been prepared and place at file page No. 8-11 for
kind approval. Submitted.

Mir MosharrafHossainChowdhuryED(Enf.)
Director