Islami Com Insurance-P-353

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“Investment in capital market involves certain degree of risks. The investors are required to read the prospectus and risk
factors carefully, assess their own financial conditions and risk taking ability before making their investment decisions.”

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PUBLIC ISSUE OF 20,261,106 ORDINARY SHARES

ISSUE DATE OF THE PROSPECTUS:………..

OFFER PRICE TK. 10 EACH AT PAR, TOTAL SIZE OF FUND TO BE RAISED TK. 202,611,060

Opening and closing date of subscription


Opening date of subscription: …….
Closing date of subscription:…….

PROSPECTUS

Name of the Issuer

Name of the Issue Managers

Prime Finance Capital ICB Capital Management EC Securities Limited


Management Limited Limited

Credit rating status and Name of the Credit Rating Company


Credit rating by Emerging Credit Rating Ltd
Date of Declaration 20 April 2022
Period of Accounts January 01, 2021 to December 31, 2021
Long Term Rating Short Term Rating
Rating
AA- ST-2
Rating Action Initial & Surveillance
Outlook Stable
Validity 12 April 2023 (Surveilance)
13 September 2022 (Initial)
(a) Preliminary information and declarations:
(i) Name(s), address(s), telephone number(s), web address(s), e-mail(s), fax number(s) and contact persons of the issuer, issue
manager(s), underwriter(s), auditors, credit rating Company and valuer, where applicable;

Name of party Contact person Telephone and fax number


Issuer
Islami Commercial Insurance Company Limited
Head Office
City Center, Level-16, (Own Space), 90/1, Motijheel
C/A, Dhaka – 1000, Bangladesh
Mr. Md. Akhtaruzzaman
Assistant Managing Director & Tel: +88-02-47113793-4
Registered office
Company Secretary +88-02-9563451
City Center, Level-16, (Own Space), 90/1, Motijheel
Fax: +88-02-7113791
C/A, Dhaka – 1000, Bangladesh

E-mail: [email protected]
Web: www.iciclbd.com

Name of party Contact person Telephone and fax number


Issue managers
Prime Finance Capital Management Limited
PFI Tower (7thFloor) Mr. Mohammad Rajibul Islam
56-57 Dilkusha C/A, Dhaka-1000 Tel: +88-02-223354933
Head of Public Issue
E-mail: [email protected] Fax: +88-02-9584922
Web: www.primefincap.com

ICB Capital Management Limited


Green City Edge , 5th & 6th Floor, Tel:+88-02-8300555 ,
89,kakrail, Dhaka- 1000, Bangladesh Mr. Asit Kumar Chakravorty
+88-02- 8300367,
Email: [email protected] , [email protected] Chief Executive officer Fax: +88-02-8300396
Web: www.icml.com.bd

EC Securities Limited
Kazi Tower (5th Floor),
86, Naya Palton, Dhaka-1000 Mr. Md Khurshid Alam Tel: +88-02-48313136
Chief Executive Officer Fax: +88-02-9333636,
Email: [email protected]
Web: www.ecslbd.com

Telephone and
Sl Name of underwriters Contact person
fax number
Asian Tiger Capital Partners Investments
Limited

Address:
"Kazi Heritage" (3rd Floor) House # 49, Mr. Khandakar Shahed Royhan
Block # H,Banani -11, Dhaka -1213. Tel: + (8802) 222298439
1. Vice President Capital Markets and Fax: + (8802) 222298439
E-mail: Corporate Advisory
[email protected]

Website:
www.at-investment.com

2
EC Securities Limited

Address:
Kazi Tower (5th Floor), 86, Naya Palton,
Dhaka-1000. Mr. Md. Ifteqar Islam Tel: +88- 02- 48313136
2.
E-mail: Senior Reconciliation Officer Fax: +88- 02- 48313638
[email protected]

Website:
www.ecslbd.com
GSP Investments Limited

Address:
1, Paribagh, Mymensingh Road, Dhaka-1000
Tel: +880-2-223360506,
Bangladesh. Mr. Parvez Morshed Chowdhury
3.
Fax: +880-2-223360194
E-mail: CEO
[email protected]

Website:
www.gsp-investments.com
Green Delta Capital Limited

Address:
Green Delta AIMS Tower 51-52 Mohakhali
Tel:+8801611389205
C/A, Dhaka -1212 Bangladesh. Mr. kazi Ahmed Sabihuzzaman
4.
Fax : +88 02 9898227
E-mail: Director- Finance and Accounts
[email protected]

Website:
www.greendeltacapital.com
6. ICB Capital Management Limited

Address:
Green City Edge , 5th & 6th Floor,
89,kakrail, Dhaka- 1000, Bangladesh Mr. Asit Kumar Chakravorty Tel: +88-02- 8300555 , .
5. 5.
E-mail: Managing Director Fax: +88-02-8300396
[email protected]

Website:
www.icml.com.bd
IIDFC Capital Limited

Address:
PFI Tower (3rd Floor), 56-57, Dilkusha C.A.
Dhaka- 1000, Bangladesh Mr. Mohammad Saleh Ahmed Tel:+88-02- 9514637-8
6.
E-mail: Chief Executive officer Fax: +88-02-9514641
[email protected]

Website:
www.iidfccapitalltd.com

3
Islami Bank Capital Management Limited

Address:
Miah Amanullah Bhaban (5th Floor), 63
Dilkusha C.A,
Mr. Mohammad Abdur Rahim FCA Tel:+88-02- 47120793
Dhaka-1000
7.
Managing Director & CEO Fax: +88-02-47120625
E-mail:
[email protected]

Website:
www.ibcmlbd.com

9. LankaBangla Investments Limited


10.
Address:
Assurance Nazir Tower (Level-08), 65/B
Kemal Ataturk Avenue, Banani, Dhaka-1213. Mr. Iftekhar Alam Tel: +88-02-55034853
8. 8.
E-mail: Fax: +88-02-55034856
Chief Executive officer
[email protected]

Website:
www.lankabangla-investments.com

Prime Finance Capital Management Limited

Address:
PFI Tower (7thFloor) Mr. Mohammad Rajibul Islam
56-57 Dilkusha C/A, Dhaka-1000. Tel: +88-02-223354874
9. Head of Public Issue
E-mail: Fax: +88-02-223354933
[email protected]

Website:
www.primefincap.com
Shanta Equity Limited

Address:
Shanta Western Tower, Level-03, 186,
Bir Uttam Mir Shwawkat Sarak, Tejgaon, Phone: +88-02-48810551-2
Dhaka-1208 Mr. Rubayet-E-Ferdous
11.
Fax: +88-02-48810551-2
E-mail: Chief Executive Officer
[email protected]

Website:
www.shantaequity.net
Southeast Bank Capital Market Services
Limited

Address: Air Cdre (Retd) Md Abu Bakar, FCA Phone: +88-02-41032196-97


11.
Rupayan Trade Center (10th Floor) , 114 Kazi Managing Director Fax: N/A
Nazrul Islam Avenue, Banglamotor , Dhaka

E-mail:
4
[email protected]

Website:
Nil

SBL Capital Management Limited

Address:
2, D. I. T. Avenue (Extension) 3rd Floor,
Motijheel C/A Dhaka – 1000 Mr. Abu Nayeem Md. Ibrahim
12 Tel: +88-02-223355960
. Fax:+88-02-223355985
E-mail: Managing Director
[email protected]

Website:
www.standardbankbd.com

UniCap Investments Limited

Address:
Noor Tower, (4th Floor) 73 Sonargaon Road,
Dhaka-120 Mr. Salamul Latif Choudhury Tel: +88-02-9632161
13 Fax: +88-02-9632163
. Chief Executive Officer
E-mail:
[email protected]

Website:
www.unicap-investments.com

Name of party Contact person Telephone and fax number


Auditor
Islam Aftab Kamrul & Co.
Chartered Accountants
Z-Tower” (5th Floor), Plot # 4, Road # 132, 54, Mr. AKM Kamrul Islam, FCA
Gulshan Avenue, Gulshan- 1, Dhaka- 1212, (Enrol: 670) Tel: +88-02-9027738
Bangladesh Senior Partner Fax: N/A
E-mail: info@audit .com.bd
Web: www.audit.com.bd

Name of party Contact person Telephone and fax number


Valuer
A Haque & Co
Chartered Accountants Mr. AKM Aminul Hoque FCA Tel:+88-02-223382786
Khan Mansion, 5th Floor,107, Motijheel ,C/A, Managing Partner Fax: Nil
Dhaka-1000

Name of party Contact person Telephone and fax number


Credit rating
Emerging Credit Rating Ltd
Shams Rangs, House 104, Park Road Tel: +88-02-222260911
+88-02-222260897
Level-A1, A2 & A5 Mr. Md. Sihab Hossain
Baridhara, Dhaka-1212 Contact Analyst
Fax: +880 2222260828
E-Mail: [email protected]
Web: www.emergingrating.com

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(ii) A declaration that a person interested to get a prospectusmay obtain from the issuer, and the issue manager(s);

A person interested to get a prospectus may obtain from the issuer, and the issue manager(s).

(iii) “If you have any query about this document, you may consult the issuer, issue manager and underwriter”;

(iv) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO
THE ISSUE OR OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND
THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. 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 SECURITIES 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, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE
MANAGER, ISSUE MANAGER‟S CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITOR(S), VALUER AND/OR
CREDIT RATING COMPANY (IF ANY)."

(v) „Risks in relation to the first issue‟


"This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The face value of the
securities is Tk. 10.00 (ten) and the issue price is Tk.10, i.e.that is the face value. The issue price has been determined and
justified by the issuer and the issue manager or bidding by the eligible investors as stated under the paragraph on
“Justification of Issue Price” should not be taken to be indicative of the market price of the securities after listing. No
assurance can be given regarding an active or sustained trading of the securities or the price after listing."

(vi) „General risk‟


"Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they can
afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an
investment decision in this offer. For taking an investment decision, investors must rely on their own examination of the
issuer and the offer including the risks involved. The securities have not been recommended by the Bangladesh Securities
and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or adequacy of this document. Specific attention
of investors is invited to the statement of „risk factors‟ given on page number(s) 244-254"
vii) „Islami Commercial Insurance Company Limited‟s absolute responsibility‟
"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all
material information with regard to the issuer and the issue, that the information contained in the prospectus are true, fair
and correct in all material aspects and are not misleading in any respect, that the opinions and intentions expressed herein
are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such
information or the expression of any such opinions or intentions misleading in any material respect."

6
(b) Availability of Prospectus:

(i) Names, addresses, telephone numbers, fax numbers,website addresses and e-mail addresses and names of contact persons of the
institutions where the prospectus and abridged version of prospectus are available in hard and soft forms;

The prospectus of Islami Commercial Insurance Company Limited is available in hard and soft forms at the following addresses:

Name of party Contact person Telephone and fax number


Issuer
Islami Commercial Insurance Company Limited

Head Office
City Center, Level-16, (Own Space), 90/1, Motijheel Mr. Md.Akhtaruzzaman
C/A, Dhaka – 1000, Bangladesh Assistant Managing Director & Tel: +88-02-47113793-4
Registered office Company Secretary +88-02-9563451
City Center, Level-16, (Own Space), 90/1, Motijheel Fax: +88-02-7113791
C/A, Dhaka – 1000, Bangladesh
Email: [email protected]
Web: www.iciclbd.com
Manager to the issue

Prime Finance Capital Management Limited


Tel: +88-02-9584874
PFI Tower (7thFloor), Mr. Mohammad Rajibul Islam
+88-02-9584876-77
56-57, Dilkusha C/A, Dhaka-1000 Head of Public Issue
E-mail: [email protected]
Fax: +88-02-9584922
Web: www.primefincap.com
ICB Capital Management Limited
Green City Edge , 5th & 6th Floor,
Tel:+88-02-8300555 ,
89,kakrail, Dhaka- 1000, Bangladesh Mr. Asit Kumar Chakravorty
+88-02- 8300367,
Email: [email protected] Chief Executive officer Fax: +88-02-8300396
Web: www.icml.com.bd

EC Securities Limited
Kazi Tower (5th Floor), 86, Naya Palton,
Dhaka-1000 Mr. Md. Khurshid Alam Tel: +88-02-48313136
Chief Executive Officer Fax: +88-02-9333636,
Email: [email protected]
Web: www.ecslbd.com

Name of parties Available At Telephone and fax number


Stock Exchanges
Dhaka Stock Exchange Ltd. Tel: +88-02-9564601-7
9/F Motijheel C/A DSE Library Fax: +88-02-9564727
Dhaka–1000
Chittagong Stock Exchange Ltd. Tel: +88-031-714632-3
1080 Sheikh Mujib Road, Agrabad CSE Library +88-031-720871-3
Chittagong–4100 Fax:+88-031-714101
Soft Copy of Prospectus would also be available on the websites of Bangladesh Securities and Exchange Commission (BSEC)
(www.secbd.org), Dhaka Stock Exchange Ltd. (www.dsebd.org) and Chittagong Stock Exchange Limited (CSE)
(www.cse.com.bd), Islami Commercial Insurance Company Limited (www.iciclbd.com), Prime Finance Capital Management
Limited (www.primefincap.com), ICB Capital Management Limited (www.icml.com.bd) and EC Securities Limited
(www.ecslbd.com) and Hard Copy of Prospectus would be available at the head office of Issuer and Issue Manager and also at the
public reference room of the Bangladesh Securities and Exchange Commission (BSEC), Dhaka Stock Exchange Limited, and
Chittagong Stock Exchange Limited (CSE).

7
(ii) Names and dates of the newspapers where abridged version of prospectus was published.
Sl. Name of the newspaper Date of publication
1 [•] [•]
2 [•] [•]
3 [•] [•]
4 [•] [•]

(iii) Definitions and Acronyms or Elaborations:

Unless the context otherwise indicates, requires or implies, the following terms shall have the meaning set forth below in this
prospectus. Reference to statutes, rules, regulations, guidelines and policies will be deemed to include all amendments and
modifications notified thereto.
Legal terms

Terms Description
AOA / Articles / Articles of Articles of Association of Islami Commercial Insurance CompanyLimited
Association
Islam Aftab Kamrul & Co.
Auditor
Chartered Accountants
The Board of Directors of Islami Commercial Insurance Company Limited, as duly
Board of Directors / Board
constituted from time to time including any committee thereof
Companies Act Unless specified otherwise, this would imply to the provisions of the CompaniesAct, 1994
Depositories Act The Depositories Act, 1999, as amended from time to time
Director(s) Director(s) of Islami Commercial Insurance Company Limited, unless otherwise specified
All companies or ventures which would be termed as Group Companies as per the
Group Companies definition given in Bangladesh Securities and Exchange Commission (Public Issue) Rules,
2015
MOA / Memorandum / Memorandum of Association of Islami Commercial Insurance CompanyLimited
Memorandum of Association
RJSC Registrar of Joint Stock Companies & Firms

Issue related terms


Terms Description
A
AGM Annual General Meeting
Unless the context otherwise requires, the allotment of ordinary shares pursuant to the
Allotment
issue to allottees
Allotees Persons to whom ordinary shares of ICICL will be allotted
B
BSEC Bangladesh Securities and Exchange Commission
BAS Bangladesh Accounting Standards
BFRS Bangladesh Financial Reporting Standards
BDT/Tk. /Taka Bangladeshi Taka
BO Beneficiary Owner
C
CDBL Central Depository Bangladesh Limited
ICIC/ ICICL Islami Commercial Insurance Company Limited
ICML ICB Capital Management Limited
D
DSE Dhaka Stock Exchnage Limited
E
EBITDA Earnings before Interest, Tax, Depreciation and Amortization
EPS Earnings Per Share
ECSL EC Securities Limited
F
Financial Year/ Fiscal/ FY 12 months ended on 31 December 2021, 2020, 2019, 2018 & 2017
8
FC Account Foreign Currency Account
G
GBP Great Britain Pound
GoB Government of Bangladesh
I
IPO Initial Public Offer
J
JBC Jibon Bima Corporation
N
NBR National Board of Revenue
NRB Non-resident Bangladeshi
NPAT Net Profit after Tax
NAV Net Asset Value
P
PFCML Prime Finance Capital Management Limited
S
SBC Sadharan Bima Corporation
Unless the context requires otherwise, refers to, the Dhaka Stock Exchange Limited (DSE)
Stock Exchange(s) & Chittagong Stock Exchange Limited (CSE) where Ordinary shares of the Company will
be listed.
U
USD United States Dollar
V
VAT Value Added Tax

General terms

Terms Description
“Islami Commercial Insurance Unless the context otherwise requires, refers to Islami Commercial Insurance
CompanyLimited”, “ICICL ”, CompanyLimited, a Company duly incorporated under the Companies Act, 1994 vide a
“We” or “us” or “our Company” Certificate of Incorporation issued by the Registrar of Joint Stock Companies and Firms
or “the Issuer‟ with its registered office in Dhaka, Bangladesh.
“you”, “your” or “yours” Prospective investors in this Issue.

9
(c) Table of Contents:
PAGE
SL. NO. PARTICULARS
NUMBER
CHAPTER (I) EXECUTIVE SUMMARY: 20
(a) About the industry; 21
(b) About the Issuer; 21
(c) Financial Information; 22
(d) Features of the issue and its objects; 22
(e) Legal and other Information; 23
(f) Promoters‟ background; 23
(g) Capital structure and history of capital raising; 25
(h) Summary of Valuation Report of securities; 26
(i) Others. 26
CONDITIONS IMPOSED BY THE COMMISSION 27
CHAPTER (II) Disclosure in respect of securities in demat form 28
Conditions under 2cc of the Securities And Exchange Ordinance, 1969: 28
CHAPTER (III) DECLARATION AND DUE DILIGENCE CERTIFICATES 33
Declaration about the responsibility of the directors, including the CEO of
Annexure- A 34
the issuer in respect of the red-herring prospectus
Annexure- B Due diligence certificate by issue manager 35-40
Annexure- C Due diligence certificate by the underwriters
41-53

CHAPTER (IV) ABOUT THE ISSUER: 54


Name of the issuer, dates of incorporation and commencement of its commercial operations, its logo,
55
(a) addresses of its registered office, other offices and plants, telephone number, fax number, contact person,
website address and e-mail address;
(b) The names of the sponsors and directors of the issuer; 57
The name, logo and address of the auditors and registrar to the issue, along with their telephone
(c) 58
numbers, fax numbers, contact persons, website and e-mail addresses;
(d) The name(s) of the stock exchanges where the specified securities are proposed to be listed. 58
CORPORATE DIRECTORY OF THE ISSUER 59
CHAPTER (V)
Corporate directory of the Issuer 60
CHAPTER (VI) DESCRIPTION OF THE ISSUER: 62
Summary: 63
The summary of the industry and business environment of the issuer. The summary shall not be
(a) (i)
one-sided or biased to highlight the issuer or the issue;
63
(ii) Summary of consolidated financial, operating and other information. 63
General Information: 64
Name and address, telephone and fax numbers of the registered office, corporate head
(I) 64
office, other offices, factory, business premises and outlets of the issuer;
( ii) The board of directors of the issuer; 65
Names, addresses, telephone numbers, fax numbers and e-mail addresses of the chairman,
(iii)
managing director, whole time directors, etc. of the issuer;
65
Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO,
(iv) 66
Company secretary, legal advisor, auditors and compliance officer;
Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-
( v) 67
mail addresses of the issue manager(s), registrar to the issue etc;
(b) (vi) The following details of credit rating, where applicable: 67
(a) The names of all the credit rating agencies from which credit rating has been obtained; 67
(b) The details of all the credit ratings obtained for the issue and the issuer; 68
(c) The rationale or description of the ratings(s) so obtained, as furnished by the credit rating
68
agency(s);
(d) Observations and risk factors as stated in the credit rating report. 70
(vii) Following details of underwriting: 77
(a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail
addresses of the underwriters and the amount underwritten by them;
77
(b) Declaration by the underwriters that they have sufficient resources as per the regulatory
requirements to discharge their respective obligations;
78

10
(c) Major terms and conditions of the underwriting agreements. 79
Capital Structure: 79
Authorized, issued, subscribed and paid up capital (number and class of securities, allotment dates,
(i) 79
nominal price, issue price and form of consideration);
Size of the present issue, with break-up (number of securities, description, nominal value and issue
(ii) 80
amount);
Paid up capital before and after the present issue, after conversion of convertible instruments (if any)
(iii)
and share premium account (before and after the issue);
80
Category wise shareholding structure with percentage before and after the present issue and
(iv)
after conversion of convertible instruments (if any);
80
Where shares have been issued for consideration in other than cash at any point of time, details
in a separate table, indicating the date of issue, persons to whom those are issued, relationship
(v) 81
with the issuer, issue price, consideration and valuation thereof, reasons for the issue and
whether any benefits have been accrued to the issuer out of the issue;
Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme,
(vi) 87
details of such scheme and shares allotted;
Where the issuer has issued equity shares under one or more employee stock option schemes,
87
(vii) date-wise details of equity shares issued under the schemes, including the price at which
such equity shares were issued;
If the issuer has made any issue of specified securities at a price lower than the issue price during
87
(viii) the preceding two years, specific details of the names of the persons to whom such specified
(c) securities have been issued, relation with the issuer, reasons for such issue and the price thereof;
The decision or intention, negotiation and consideration of the issuer to alter the capital structure
87
(ix) by way of issue of specified securities in any manner within a period of one year from the date of
listing of the present issue;
The total shareholding of the sponsors and directors in a tabular form, clearly stating the names,
nature of issue, date of allotment, number of shares, face value, issue price, consideration,
(x ) date when the shares were made fully paid up, percentage of the total pre and post issue capital, 88
the lock in period and the number and percentage of pledged shares, if any, held by each of
them;
The details of the aggregate shareholding of the sponsors and directors, the aggregate number of
specified securities purchased or sold or otherwise transferred by the sponsor and/or by the
(xi) 93
directors of the issuer and their related parties within six months immediate preceding the date
of filing the red-herring prospectus/ prospectus/information memorandum;
The name and address of a person who owns, beneficially or of record, 5% or more of the
securities of the issuer, indicating the amount of securities owned, whether they are owned
(xii) beneficially or of record, and the percentage of the securities represented by such ownership 93
including number of equity shares which they would be entitled to upon exercise of
warrant, option or right to convert any convertible instrument;
The number of securities of the issuer owned by each of the top ten salaried officers, and all
(xiii) other officers or employees as group, indicating the percentage of outstanding shares 94
represented by the securities owned.
Description of Business: 94
The date on which the issuer Company was incorporated and the date on which it commenced
(i) operations and the nature of the business which the Company and its subsidiaries are engaged 94
in or propose to engage in;
(ii) Location of the project; 94
(iii ) Plant, machinery, technology, process, etc. 94
Details of the major events in the history of the issuer, including details of capacity/facility
( iv ) creation, launching of plant, products, marketing, change in ownership and/or key management 95
personnel etc;
Principal products or services of the issuer and markets for such products or services. Past trends
(v ) and future prospects regarding exports (if applicable) and local market, demand and supply 103
(d) forecasts for the sector in which the product is included with source of data;
If the issuer has more than one product or service, the relative contribution to sales and
(vi ) income of each product or service that accounts for more than 10% of the Company‟s total 106
revenues;
Description of associates, subsidiary and holding Company of the issuer and core areas of
(vii) 106
business thereof;
How the products or services are distributed with details of the distribution channel. Export
(viii )
possibilities and export obligations, if any;
106
Competitive conditions in business with names, percentage and volume of market shares of
(ix )
major competitors;
107
Sources and availability of raw materials, names and addresses of the principal suppliers and
(x )
contingency plan in case of any disruption;
108

11
Sources of, and requirement for, power, gas and water; or any other utilities and contingency
(xi ) 108
plan in case of any disruption;
Names, address(s), telephone number, web address, e-mail and fax number of the customers
(xii) who account for 10% or more of the Company‟s products /services with amount and percentage 108
thereof;
Names, address(s), telephone number, web address, e-mail and fax number of the suppliers
(xiii) from whom the issuer purchases 10% or more of its raw material/ finished goods with 108
amount and percentage thereof;
Description of any contract which the issuer has with its principal suppliers or customers
showing the total amount and quantity of transaction for which the contract is made and the
(xiv)
duration of the contract. If there is not any of such contract, a declaration is to be disclosed
108
duly signed by CEO or MD, CFO and Chairman on behalf of Board of Directors;
Description of licenses, registrations, NOC and permissions obtained by the issuer with issue,
(xv) 108
renewal and expiry dates;
(xvi) Description of any material patents, trademarks, licenses or royalty agreements; 109
(xvii) Number of total employees and number of full-time employees; 109
(xviii) A brief description of business strategy; 109
A table containing the existing installed capacities for each product or service, capacity
utilization for these products or services in the previous years, projected capacities for
existing as well as proposed products or services and the assumptions for future capacity
(xix) 110
utilization for the next three years in respect of existing as well as proposed products or services.
If the projected capacity utilization is higher than the actual average capacity utilization,
rationale to achieve the projected levels.
Description of Property: contain the following information in respect of properties of the issuer
namely:
110
Location and area of the land, building, principal plants and other property of the Company and
(i) 110
the condition thereof;
(ii) Whether the property is owned by the Company or taken on lease; 110
Dates of purchase, last payment date of current rent (LvRbv) and mutation date of lands, deed
(iii) value and other costs including details of land development cost, if any and current use 111
thereof;
The names of the persons from whom the lands has been acquired/ proposed to be acquired
(iv) along with the cost of acquisition and relation, if any, of such persons to the issuer or any 111
sponsor or director thereof;
Details of whether the issuer has received all the approvals pertaining to use of the land, if
(v)
required;
112
If the property is owned by the issuer, whether there is a mortgage or other type of charge on
(vi)
the property, with name of the mortgagee;
112
If the property is taken on lease, the expiration dates of the lease with name of the lessor,
(vii) 112
principal terms and conditions of the lease agreements and details of payment;
(e)
Dates of purchase of plant and machineries along with sellers name, address, years of sale,
(viii) condition when purchased, country of origin, useful economic life at purchase and 116
remaining economic life, purchase price and written down value;
Details of the machineries required to be bought by the issuer, cost of the machineries, name
(ix) 116
of the suppliers, date of placement of order and the date or expected date of supply, etc.
In case the machineries are yet to be delivered, the date of quotations relied upon for the cost
(x)
estimates given shall also be mentioned;
116
(xi) If plant is purchased in brand new condition then it should be mentioned; 116
Details of the second hand or reconditioned machineries bought or proposed to be bought, if
(xii) any, including the age of the machineries, balance estimated useful life, etc. as per PSI certificates 116
of the said machineries as submitted to the Commission;
A physical verification report by the issue manager(s) regarding the properties as submitted
(xiii)
to the Commission;
117
If the issuer is entitled to any intellectual property right or intangible asset, full description of the
(xiv) property, whether the same are legally held by the issuer and whether all formalities in this 118
regard have been complied with;
(xv) Full description of other properties of the issuer. 118
(f) Plan of Operation and Discussion of Financial Condition: 119
If the issuer has not started its commercial operation, the Company‟s plan of operations for the period 119
which would be required to start commercial operation which shall, among others, include:-
(a) Projected financial statements up to the year of commercial operation;
(i)
(b) Rationale behind the projection;
(c) Any expected significant changes in the issuer‟s policy or business strategies;
(d) Detail plan of capital investment with break-up;

12
(e) Summary of feasibility report, etc.
119
If the issuer had been in operation, the issuer‟s revenue and results from operation, financial position and
changes in financial position and cash flows for the last five years or from commercial operation,
which is shorter, shall be furnished in tabular form which shall, among others, include the following
121
information:
(a) Internal and external sources of cash; 121
Any material commitments for capital expenditure and expected sources of funds for such
(b)
expenditure;
122
Causes for any material changes from period to period in revenues, cost of goods sold, other
(c)
operating expenses and net income;
122
(d) Any seasonal aspects of the issuer‟s business; 122
Any known trends, events or uncertainties that may have material effect on the issuer‟s future
(e) 122
business;
(f) Any assets of the Company used to pay off any liabilities; 123
Any loan taken from or given to any related party or connected person of the issuer with
(g) 123
details of the same;
Any future contractual liabilities the issuer may enter into within next one year, and the impact, 123
(h)
if any, on the financial fundamentals of the issuer;
(i) The estimated amount, where applicable, of future capital expenditure; 123
(ii) Any VAT, income tax, customs duty or other tax liability which is yet to be paid, including any
(j) contingent liabilities stating why the same was not paid prior to the issuance of the prospectus. 123
Updated income tax status for the last 5 ears or from commercial operation, which is shorter;
Any financial commitment, including lease commitment, the Company had entered into during the
(k) past five years or from commercial operation, which is shorter, giving details as to how the 128
liquidation was or is to be effected;
Details of all personnel related schemes for which the Company has to make provision for in
(l)
future years;
133
(m) Break down of all expenses related to the public issue; 134
If the issuer has revalued any of its assets, the name, qualification and experiences of the
valuer and the reason for the revaluation, showing the value of the assets prior to the
revaluation separately for each asset revalued in a manner which shall facilitate comparison
(n) 134
between the historical value and the amount after revaluation and giving a summary of
the valuation report along with basis of pricing and certificates required under the
revaluation guideline of the Commission;
Where the issuer is a holding or subsidiary Company, full disclosure about the transactions,
including its nature and amount, between the issuer and its subsidiary or holding
(o) Company, including transactions which had taken place within the last five years of the 136
issuance of the prospectus or since the date of incorporation of the issuer, whichever
is later, clearly indicating whether the issuer is a debtor or a creditor;
Financial Information of Group Companies and Companies under common ownership by
more than 50%: following information for the last three years based on the audited financial
statements, in respect of all the group companies of the issuer, wherever applicable, along
with significant notes of auditors:
(1) Date of Incorporation;
(2) Nature of Business;
(3) Equity Capital;
(4) Reserves;
(5) Sales;
(6) Profit after tax;
(7) Earnings per share and Diluted Earnings Per Share;
(p) (8) Net Asset Value; 136
(9) The highest and lowest market price of shares during the preceding six months with
disclosures for changes in capital structure during the period, if any securities of the group are
listed with any exchange;
(10) Information regarding significant adverse factors relating to the group;
(11) Any of the group companies has become sick or is under winding up;
(12) The related business transactions within the group and their significance on the financial
performance of the issuer
(13) Sales or purchase between group companies or subsidiaries or associate companies when
such sales or purchases exceed in value in the aggregate ten per cent of the total sales or
purchases of the issuer and also material items of income or expenditure arising out of such
transactions;
Where the issuer is a banking Company, insurance Company, non-banking financial
(q)
institution or any other Company which is regulated and licensed by another primary
137

13
regulator, a declaration by the board of directors shall be included in the prospectus stating
139that all requirements of the relevant laws and regulatory requirements of its primary
regulator have been adhered to by the issuer;
A report from the auditors regarding any allotment of shares to any person for any
(r) consideration otherwise than cash along with relationship of that person with the issuer and 138
rationale of issue price of the shares;
Any material information, which is likely to have an impact on the offering or change the
(s)
terms and conditions under which the offer has been made to the public;
139
Business strategies and future plans - Projected statements shall be required only for
(t) companies not started commercial operation yet and authenticated by Chairman, two 139
Directors, Managing Director, CFO, and Company Secretary;
Discussion on the results of operations shall inter-alia contain the following: 140
(1) A summary of the past financial results after adjustments as given in the auditor‟s report
containing significant items of income and expenditure;
(2 ) A summary of major items of income and expenditure;
(3) The income and sales on account of major products or services;
(4) In case, other income constitutes more than 10% of the total income, the breakup of the same
(u) along with the nature of the income, i.e., recurring or non-recurring;
140-141
(5) If a material part of the income is dependent upon a single customer or a few major
customers, disclosure of this fact along with relevant data. Similarly if any foreign customer
constitutes a significant portion of the issuer‟s business, disclosure of the fact along with its
impact on the business considering exchange rate fluctuations;
(6) In case the issuer has followed any unorthodox procedure for recording sales and revenues,
its impact shall be analyzed and disclosed.

Comparison of recent financial year with the previous financial years on the major heads of
the profit and loss statement, including an analysis of reasons for the changes in significant items
of income and expenditure, inter-alia, containing the following:

(1) Unusual or infrequent events or transactions including unusual trends on account of business
activity, unusual items of income, change of accounting policies and discretionary reduction of
expenses etc.

(2) Significant economic changes that materially affect or are likely to affect income from
continuing operations;

(3) Known trends or uncertainties that have had or are expected to have a material adverse impact on
(v) sales, revenue or income from continuing operations; 142-143

(4) Future changes in relationship between costs and revenues, in case of events such as future
increase in labor or material costs or prices that will cause a material change are known;

(5) The extent to which material increases in net sales or revenue are due to increased sales volume,
introduction of new products or services or increased sales prices;

(6) Total turnover of each major industry segment in which the issuer operated;

(7) Status of any publicly announced new products or business segment;

(8) The extent to which the business is seasonal.

Defaults or rescheduling of borrowings with financial institutions or banks, conversion of loans


(w ) into equity along with reasons thereof, lock out, strikes and reasons for the same etc. during the 143
history of operation of the Company;
Details regarding the changes in the activities of the issuer during the last five years which may
( x) had a material effect on the profits or loss, including discontinuance of lines of business, loss of 143
agencies or markets and similar factors;
( y) Injunction or restraining order, if any, with possible implications; 144
( z) Technology, market, managerial competence and capacity built-up; 144
(aa) Changes in accounting policies in the last three years; 144

14
Significant developments subsequent to the last financial year: A statement by the directors
whether in their opinion there have arisen any circumstances since the date of the last financial
statements as disclosed in the red-herring prospectus or prospectus or information
( bb) 145
memorandum and which materially and adversely affect or is likely to affect the trading or
profitability of the issuer, or the value of its assets, or its ability to pay its liabilities within the
next twelve months;
If any quarter of the financial year of the issuer ends after the period ended in the audited
financial statements asdisclosed in the prospectus or information memorandum, unaudited
( cc ) financial statements for each of the said quarters duly authenticated by the CEO and CFO of the 146
issuer or information memorandum, unaudited financial statements or each of the said quarters
duly authenticated by the CEO and CFO of the issuer;,
(dd) Factors that may affect the results of operations. 151
MANAGEMENT‟S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 152
(a) Overview of business and strategies; 153
(b) SWOT ANALYSIS; 154
(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue or sales, other
income, total income, cost of material, finance cost, depreciation and amortization expense, other expense; 155
CHAPTER (VII) changes of inventories, net profit before & after tax, EPS etc.
(d) Known trends demands, commitments, events or uncertainties that are likely to have an effect on
156
the Company‟s business;
(e) Trends or expected fluctuations in liquidity; 156
(f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial
156
condition.
DIRECTORS AND OFFICERS: 157
Name, Father‟s name, age, residential address, educational qualification, experience and position of
each of the directors of the Company and any person nominated or represented to be a director,
(a) 158
showing the period for which the nomination has been made and the name of the organization
which has nominated him;
The date on which he first became a director and the date on which his current term of office shall
(b) 159
expire;
If any director has any type of interest in other businesses, names and types of business of such
(c) organizations. If any director is also a director of another Company or owner or partner of any 159
other concern, the names of such organizations;
Statement of if any of the directors of the issuer are associated with the securities market in any
manner. If any director of the Issuer Company is also a director of any issuer of other listed
(d) 160
securities during last three years then dividend payment history and market performance of that
issuer;
Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse‟s father,
(e) 160
spouse‟s mother, spouse‟s brother, spouse‟s sister) among the directors and top five officers;
(f) A very brief description of other businesses of the directors; 160
(g) Short bio-data of each director; 161
Loan status of the issuer, its directors and shareholders who hold 10% or more shares in the paid-
CHAPTER (VIII)
(h)
up capital of the issuer in terms of the CIB Report of Bangladesh Bank;
163
Name with position, educational qualification, age, date of joining in the Company, overall
experience (in year), previous employment, salary paid for the financial year of the Chief Executive
(i) Officer, Managing Director, Chief Financial Officer, Company Secretary, Advisers, Consultants and 164
all Departmental Heads. If the Chairman, any director or any shareholder received any monthly
salary than this information should also be included;
Changes in the key management persons during the last three years. Any change otherwise than by
way of retirement in the normal course in the senior key management personnel particularly in
(j) charge of production, planning, finance and marketing during the last three years prior to the date 166
of filing the information memorandum. If the turnover of key management personnel is high
compared to the industry, reasons should be discussed;
A profile of the sponsors including their names, father‟s names, age, personal addresses,
(k) educational qualifications, and experiences in the business, positions or posts held in the past, 166
directorship held, other ventures of each sponsor and present position;
If the present directors are not the sponsors and control of the issuer was acquired within five
(l) years immediately preceding the date of filing prospectus details regarding the acquisition of 168
control, date of acquisition, terms of acquisition, consideration paid for such acquisition etc.
If the sponsors or directors do not have experience in the proposed line of business, the fact
(m)
explaining how the proposed activities would be carried out or managed;
170
(n) Interest of the key management persons; 170
(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary; 171
15
(p) Number of shares held and percentage of share holding (pre issue); 171
(q) Change in board of directors during last three years; 172
(r) Director‟s engagement with similar business. 172
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS: 173
(a) The prospectus shall contain a description of any transaction during the last five years, or any
proposed transactions certified by the auditors, between the issuer and any of the following persons,
giving the name of the persons involved in the transaction, their relationship with the issuer, the
nature of their interest in the transaction and the amount of such interest, namely:- 174
(i) Any director or sponsor or executive officer of the issuer;
(ii) Any person holding 5% or more of the outstanding shares of the issuer;
(iii) Any related party or connected person of any of the above persons.
CHAPTER (IX) (b) Any transaction or arrangement entered into by the issuer or its subsidiary or associate or entity
owned or significantly influenced by 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 or holding Company or associate concerns, 175
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 the prospectus;
(c) Any loans either taken or given from or to any director or any person connected with the director,
clearly specifying details of such loan in the prospectus, and if any loan has been taken from any such
person who did not have any stake in the issuer, its holding Company or its associate concerns prior to 175
such loan, rate of interest applicable, date of loan taken, date of maturity of loan, and present outstanding
of such loan.
EXECUTIVE COMPENSATION: 176
(a) The total amount of remuneration or salary or perquisites paid to the top five salaried officers of the
177
issuer in the last accounting year and the name and designation of each such officer;
( b) Aggregate amount of remuneration paid to all directors and officers as a group during the last
177
accounting year;
(c) If any shareholder director received any monthly salary or perquisite or benefit it must be mentioned
along with date of approval in AGM or EGM, terms thereof and payments made during the last 177
CHAPTER (X)
accounting year;
(d) The board meeting attendance fees received by the director including the managing director along
with date of approval in AGM or EGM;
177
(e) Any contract with any director or officer providing for the payment of future compensation; 178
(f) If the issuer intends to substantially increase the remuneration paid to its directors and officers in the
current year, appropriate information regarding thereto;
178
(g) Any other benefit or facility provided to the above persons during the last accounting year, 178

OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES:


179

(1) The following information in respect of any option held by each director, the salaried officers, and all
other officers as a group, namely: -
(i) The date on which the option was granted;
(ii) The exercise price of the option;
(iii) The number of shares or stock covered by the option;
(iv) The market price of the shares or stock on the date the option was granted;
CHAPTER (XI) (v) The expiration date of the option;
(vi) Consideration against the option. 179-180

(2) If such options are held by any person other than the directors, and the officers of the issuer
Company, the following information shall be given in the prospectus, namely:-
(i) The total number of shares or stock covered by all such outstanding options
(ii) The range of exercise prices;
(iii) The range of expiration dates
(iv) Justification and consideration of granting such option

TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM: 181


(a) The names of the directors and subscribers to the memorandum, the nature and amount of anything of
value received or to be received by the issuer from the above persons, or by the said persons, directly or 182
indirectly, from the issuer during the last five years along with the description of assets, services or other
CHAPTER (XII) consideration received or to be received;
(b) If any assets were acquired or to be acquired from the aforesaid persons, the amount paid for such assets
and the method used to determine the price shall be mentioned in the prospectus, and if
the assets were acquired by the said persons within five years prior to transfer those to the issuer, the
187
acquisition cost thereof paid by them.
CHAPTER (XIII) OWNERSHIP OF THE COMPANY‟S SECURITIES: 188

16
(a) The names, addresses, BO ID Number of all shareholders of the Company before IPO, indicating the
amount of securities owned and the percentage of the securities represented by such ownership, 189
in tabular form;
(b) There shall also be a table showing the name and address, age, experience, BO ID Number, TIN
number, numbers of shares held including percentage, position held in other companies of all the 190
directors before the public issue;
(c) The average cost of acquisition of equity shares by the directors certified by the auditors; 192
(d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer‟s sponsors
195
or directors. In this connection, a statement to be included:-
(e) Detail of shares issued by the Company at a price lower than the issue price; 205
(f) History of significant (5% or more) changes in ownership of securities from inception. 205
CORPORATE GOVERNANCE: 206
(a) A disclosure to the effect that the issuer has complied with the requirements of Corporate
207
Governance Guidelines of the Commission;
CHAPTER (XIV)
(b) A compliance report of Corporate Governance requirements certified by competent authority; 207
(c) Details relating to the issuer's audit committee and remuneration committee, including the names of
221
committee members and a summary of the terms of reference under which the committees operate.
VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER: 228
(a) The valuation report of securities to be offered shall be prepared and justified by the issue manager
on the basis of the financial and all other information pertinent to the issue;
229
(b) To prepare the valuation report, the issue manager may consider all qualitative and quantitative 229
factors which shall be explained in details with rationale to consider such factors, the valuation
methods used, sources of information and authenticity of such information;
(c) While preparing the valuation report, the issue manager shall avoid exaggeration and biasness and 229
shall exercise independence and due diligence;
(d) The issue manager(s) shall, among others, consider the following methods for valuation of the securities:

CHAPTER (XV) a. net asset value at historical or current costs;

b. earning-based-value calculated on the basis of weighted average of net profit after tax for
immediate preceding five years or such shorter period during which the issuer was in commercial
operation;
230
c. projected earnings for the next three accounting year with rationales of the projection, if not in
commercial operation;

d. average market price per share of similar stocks for the last one year immediately prior to the offer
for common stocks with reference and explanation of the similarities or in case of repeat public
offering, market price per share of common stock of the issuer for the aforesaid period.
CHAPTER (XVI) DEBT SECURITIES 232
CHAPTER (XVII) PARTIES INVOLVED AND THEIR RESPONSIBILITIES, AS APPLICABLE: 234
CHAPTER (XVIII) MATERIAL CONTRACTS 236

CHAPTER (XIX) OUTSTANDING LITIGATIONS, FINE OR PENALTY 241

CHAPTER (XX) RISK FACTORS AND MANAGEMENT‟S PERCEPTIONS ABOUT THE RISKS: 244

(i) Internal risk factors may include among others 245

(ii) External risk factors may include among others 254


CHAPTER (XXI) DESCRIPTION OF THE ISSUE:
(a) Issue Size;
(b) Number of securities to be issued;
(c ) Authorized capital and paid-up capital;
(d) Face value, premium and offer price per unit of securities; 261
(e) Number of securities to be entitled for each category of applicants;
(f) Holding structure of different classes of securities before and after the issue;
Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up
(g)
capital.

CHAPTER (XXII)
USE OF PROCEEDS: 265
The use of the issue proceeds shall be disclosed in the prospectus in details: provided that not more than
17
1/3rd of the issue proceeds shall be used for repayment of loans or as working capital. The following
disclosures shall be made in this regard:
Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-
(a) 266
up;
Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors‟
(b) contribution and capital raised of the issuer at the time of submission of prospectus, in details with 267
indication of use of such funds in the financial statements;
If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details
(c) of the form of investment, nature of benefit expected to accrue to the issuer as a result of the investment, 268
brief description of business and financials of such venture;
If IPO proceeds are not sufficient to complete the project, then source of additional fund must be
mentioned. In this connection, copies of contract to meet the additional funds are required to be submitted
(d) 268
to the Commission. The means and source of financing, including details of bridge loan or other financial
arrangement, which may be repaid from the proceeds of the issue along with utilization of such funds;
A schedule mentioning the stages of implementation and utilization of funds received through public offer
in a tabular form, progress made so far, giving details of land acquisition, civil works, installation of
(e) plant and machinery, the approximate date of completion of the project and the projected date of full 269
commercial operation etc. The schedule shall be signed by the Chief Executive Officer or Managing
Director, Chief Financial Officer and Chairman on behalf of Board of Directors of the issuer;
If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities
are to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the
(f) 269
issuer shall disclose the terms of such contracts, and copies of the contracts shall be enclosed as annexure to
the prospectus;
If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of
working capital requirement along with the relevant assumptions, reasons for raising additional working
(g) capital substantiating the same with relevant facts and figures and also the reasons for financing short with 269
long term investments and an item wise break-up of last three years working capital and next two years
projection;
Where the issuer proposes to undertake one or more activities like diversification, modernization,
(h) 269
expansion, etc., the total project cost activity-wise or project wise, as the case may be;
Where the issuer is implementing the project in a phased manner, the cost of each phase, including the
(i) 269
phases, if any, which have already been implemented;
The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds
(j) 269
or project cost with sponsors, directors, key management personnel, associates and group companies;
Summary of the project appraisal or feasibility report by the relevant professional people with cost of the
(k) 269
project and means of finance, weaknesses and threats, if any, as given in the appraisal 0r feasibility report.
CHAPTER (XXIII) LOCK-IN: 270
CHAPTER
(XXIV)
MARKETS FOR THE SECURITIES BEING OFFERED: 280
DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED:
All types of securities outstanding or being offered with date or proposed date of such issue and to
whom those are offered, number of securities and issue or offer price along with the following
information:
CHAPTER (XXV)
(a) Dividend, voting and preemption rights; 282
(b) Conversion and liquidation rights;
(c) Dividend policy;
(d) Other rights of the securities holders.
FINANCIAL STATEMENTS: 284-328
(a) The latest financial statements prepared and audited by any of the Commission‟s panel auditors
in adherence to the provisions of the Securities and Exchange Rules, 1987, the Companies Act, 1994,
International financial Reporting and Auditing Standards as adopted in Bangladesh from time to
284-328
time and any oter law as applicable;
(b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding Company; 329
(c) Selected ratios as specified in Annexure-D; 330
(d) Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the †Kv¤úvwb AvBb, 1994. The
CHAPTER report shall include comparative income statements and balance sheet and aforementioned ratios
(XXVI) for immediate preceding five accounting years of the issuer. If the issuer has been in commercial 336
operation for less than five years, the above mentioned inclusion and submission will have to be
made for the period since commercial operation;
(e) Financial spreadsheet analysis for the latest audited financial statements; 340
(f) Earnings Per Share (EPS) on fully diluted basis (with the total existing number of shares) in
addition to the weighted average number of shares basis. Future projected Net Income should 342
not be considered while calculating the weighted average EPS;
(g) All extra-ordinary income or non-recurring income coming from other than core operations
should be shown separately while showing the Net Profit as well as the Earnings Per Share;
342

18
(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS; 342
(i) Net asset value (with and without considering revaluation surplus or reserve) per unit of the
securities being offered at the date of the latest audited statement of financial position.
342
(j) The Commission may require the issuer to re-audit the audited financial statements, if any
deficiency or anomaly is found in the financial statements. In such a case, cost of audit should be 342
borne by the concerned issuer.
(k) Following statements for the last five years or any shorter period of commercial operation certified by
the auditors:-
(i) Statement of long term and short term borrowings including borrowing from related party or connected
persons with rate of interest and interest paid or accrued;
(ii) Statement of principal terms of secured loans and assets on which charge have been created against
those loans with names of lenders, purpose, sanctioned amount, rate of interest, primary security,
collateral or other security, re-payment schedule and status;
(iii) Statement of unsecured loans with terms & conditions;
(iv) Statement of inventories showing amount of raw material, packing material, stock-in-process and finished
goods, consumable items, store & spares parts, inventory of trading goods etc.;
(v) Statement of trade receivables showing receivable from related party and connected persons;
(vi) Statement of any loan given by the issuer including loans to related party or connected persons with rate
of interest and interest realized or accrued; 343-350
(vii) Statement of other income showing interest income, dividend income, discount received, other non
operating income;
(viii) Statement of turnover showing separately in cash and through banking channel;
(ix) Statement of related party transaction;
(x) Reconciliation of business income shown in tax return with net income shown in audited financial
statements;
(xi ) Confirmation that all receipts and payments of the issuer above Tk. 5,00,000/-(five lac) were
madethrough banking channel;
(xii) Confirmation that Bank Statements of the issuer are in conformity with its books of accounts;
(xiii) Statement of payment status of TAX, VAT and other taxes orduties; and
(xiv) Any other statement as may be required by the Commission.
CHAPTER
(XXVII)
CREDIT RATING REPORT, IF APPLICABLE 351-372
CHAPTER
(XXVIII)
PUBLIC ISSUE APPLICATION PROCEDURE 373-377
CHAPTER
(XXIX)
OTHERS: ADDITIONAL DISCLOSURES 378-382

19
Chapter – I

Executive summary

20
(a) About the industry;

Insurance serves a number of valuable functions which are very different from those rendered by other types of financial
intermediaries. The indemnification and the risk pooling properties of non-life insurance facilitate transaction and the provision of
credit by mitigating losses as well as the measurement and management of risk.

Initially, The Insurance Industry of Bangladesh was governed by The Insurance Act 1938 which subsequently has been replaced by
the Act of 2010. The office of the Controller of Insurance under the Ministry of Commerce was abolished by the Insurance
Development and Regulatory Authority Act 2010; and Insurance Development and Regulatory Authority (IDRA) is functioning
under the Ministry of Finance (previously under the Ministry of Commerce).

Through the enactment of Insurance Corporation act, 1973 (Act no. VI of 1973) two corporations, namely the Sadharan Bima
Corporation for non-life insurance and the Jiban Bima Corporation for life insurance in Bangladesh were established on 14th May,
1973. The government allowed the private sector to conduct business in all areas of insurance for the first time in 1984. The
insurance market now consists of 81 companies as per record in Insurance Development Regulatory Authority (IDRA), which are:
 02 (Two) state owned companies (Jiban Bima Corporation for life insurance, and Sadharan Bima Corporation for non-life
insurance),
 46 non-life insurance and
 35 life insurance companies in the private sector.

Out of which, 53 insurance companies are listed in the capital market of which 41 nos. are non life and 12 nos.are life insurance
providers [source: www.dsebd.org]. Government has recently issued license to India‟s state owned-Life Insurance Corporation
(LIC).

(b) About the issuer;

Islami Commercial Insurance Company Ltd. is a non-life Insurance Company was incorporated in Bangladesh with the Registrar
of Joint Stock Companies and Firms on 18 October 1999 vide certificate of incorporation no. C-38854(812)/99 as a Public Limited
Company under the Companies Act, 1994. The Chief Controller of Insurance, Government of the People‟s Republic of Bangladesh
issued the registration certificate no. CR/7/99 with effect from 29 December 1999 for carrying business under the Insurance Act
1938.
A short profile about the Companyis presented below:

Particulars Status
Date of incorporation as Public Limited Company 18 October 1999
Date of commencement of business 18 October 1999
Received registration certificate by The Chief Controller of Insurance
Commencement of commercial operation 18 October 1999
The face value of shares was denominated from Tk. 100 per share to
Tk. 10 per share vide special resolution was passed on 30 September
Change of face value of share from Tk. 100/- to Tk. 10/- 2020 in the extra ordinary general meeting by the shareholders of the
Company and the subsequently which was passed in RJSC on 14 June
2021.
Authorized capital as on 31 December 2021 Tk. 100,00,00,000 (Taka one hundred crore)
Paid up capital as on 31 December 2021 Tk. 303,916,600 (Taka thirty crore thirty nine lac sixteen thousand six
hundred only)
The Company carries its Non-Life Insurance Businesswith meaning of
Nature of business
the Insurance Act, 2010.
Total employee as on 31 December 2021 351 nos.

21
Amount in BDT

(c) Financial information

Sl. Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17


1 Total revenue 521,561,153 551,966,426 502,029,252 462,876,880 410,212,107
2 Gross profit 69,970,182 57,131,859 34,331,890 (5,146,049) 10,959,974
3 Net profit before tax 77,995,548 46,344,431 49,915,815 7,682,111 59,893,092
4 Net profit after tax 55,372,975 31,253,153 33,625,803 5,408,266 52,327,777
5 Total assets 1,087,010,755 969,642,909 954,932,659 959,884,253 879,792,390
6 Shareholder‟s equity 636,992,155 591,142,704 559,889,551 540,975,747 540,398,754
7 No. of shares 30,391,660 30,391,660 29,506,480 29,506,480 26,824,080
8 Face value 10.00 10.00 10.00 10.00 10.00
9 NAV per share with 20.96 19.45 18.98 18.33 20.15
revaluation reserve
10 NAV per share without 17.48 16.36 15.79 15.15 16.65
revaluation reserve
11 EPS (Basic) 1.82 1.03 1.14 0.183 1.95
12 EPS (Restated) 1.82 1.03 1.11 0.178 1.72

*The face value of shares was denominated from Tk. 100 per share to Tk. 10 per share vide special resolution was passed on 30 September 2020 in the extra
ordinary general meeting by the shareholders of the Company and the subsequently which was passed in RJSC on 14 June 2021.

(d) Features of the issue and its objects;

Sl Particulars Number of Share Offer Price Amount


Size of IPO 2,02,61,106 Tk. 10 Per share Tk. 202,611,060
Allocation of IPO
Private offer [15% of IPO] 30,39,166 Tk. 10 Per share Tk. 3,03,91,660
Public Offer [85% of IPO] 1,72,21,940 Tk. 10 Per share Tk. 17,22,19,400
Public Offer [85% of IPO] shall be allocated as per follows:
EI [25% of IPO after private offer] 43,05,485 Tk. 10 Per share Tk.4,30,54,850
General Public [75% of IPO after private 12,916,455 Tk. 10 Per share Tk. 129,164,550
offer ]

Objective of the Issue

The public issue is for compliance of statutory requirement of the Company as required in condition 1. (b) of schedule -1 of
Insurance Act, 2010.

* Subject to approval of regulatory authority.

22
(e) Legal and other information;
Name of Issues Registration/
(Licenses, Certificate/ Date of
Sl License Issuer/Issuing Authority Issue Date Date of expiry
registration, NOC LicenseNo./ renewal
and permission) Permission letter No.
Certificate of Registrar of Joint Stock
1 C-38854 18 October 1999 N/A N/A
Incorporation Companies and Firms
Commencement of
2 Chief Controller of Insurance 5891 18 October 1999 N/A N/A
commercial operation
E-Trade License Dhaka South City TRAD/DSCC/327587/2
3 22/09/2021 22/09/2021 30/06/2022
certificate Corporation 019
Certificate of Controller of Insurance 24 –Mar- 31-Dec- 2022
4 No. CR-07/1999 29 December 1999
registration (Duly renewed by IDRA) 2022
NOC to issue rights
Insurance Development
5 share among sponsor N/A N/A N/A N/A
Regulatory Authority (IDRA)
shareholders
NOC to raise capital Insurance Development B:U:N:I:K:/Non- Dated 04 June
6 - -
through IPO Regulatory Authority (IDRA) Life/2566/2015/122 , 2018
ISO Certificate MIAL/BD/03022022/09 2 February
7 Moody Inspection & Assurance 3 February 2022 N/A
9001:2015 ICICL 2023
BSEC/CI/CPLC-
25 March 2014
418/2013/202
BSEC/CI/CPLC-
01 February 2015
418/2013/58
Consent for raising BSEC/CI/CPLC-
8 BSEC 07 January 2016 - -
paid up capital 418/2013/13
BSEC/CI/CPLC-
06 February 2018
418/2013(Part-02)/82
BSEC/CI/CPLC-
21 April 2019
418/2013/271

(f) Promoters‟ background;


The Background of the Promoters of the Company was as follows:
Sl. Name of the promoters Status
1 Mrs.Nigar Sultana
2 Mrs. Nargis Akhter
3 Mr. Md. Abu Bakar Siddique
4 Mr. Md. Amirul Hasan
5 Mr. Md. Azizul Hasan
6 Mr. Sk. Salahuddin
7 Mrs. Habibun Nahar
8 Mr. Md. Anwar Hossain
9 Mr. Niaz Ahmed
10 Mr. Mohmmad Nasir Uddin
11 Mr. Javed Alam
12 Dr. Abu Sayeed M. Ahmed Subscriber to the memorandum
13 Mr. Anwar Pasha
14 Mr. AbdurRab
15 Mr. K.M. Fazlul Huda
16 Mr. Md. Muzibur Rahman
17 Mr. Md. Tofail Ahmed
18 Mr. M.G. Faruk
19 Dr. Sajjad Hossain
20 Mr. Abdul Mobin
21 Mr. Nadim Ahmed Khan

23
1 Mrs. Nigar Sultana
Nigar Sultana, Daughter of Late Sultan Hossain was born in a respectable Muslim family in Khulna. She is one of the Sponsor
of Islami Commercial Insurance Company Limited. She is also associated with other trading business .
2 Mrs. Nargis Akhter
Nargis Akter, Wife of Mr. Abu Bakar Siddique was born in a respectable Muslim family in Khulna. She is associated with
Islami Commercial Insurance Company Limited as one of the Sponsor of the company and also engaged with M/s. A.B.S.
Laboratory as Executive Partner.
3 Mr. Md. Abu Bakar Siddique
Mr. Md. Abu Bakar Siddique, Son of Late Sultan Hossain is associated with Islami Commercial Insurance Company Limited
since its inception as one of the promoters of the Company. Mr. Siddique is also engaged with Tania Shipping Associates as
Executive Partner.
4 Mr. Md. Amirul Hasan
Mr Md. Amirul Hasan, son of Ahmed Shamsur Rahman was born in the year 1963 in a respectable Muslim family in Khulna.
He is involved in versatile business houses. Mr. Md. Amirul Hasan is a widely travelled person. He has great contribution to
the formation of the Company.
5 Mr. Md. Azizul Hasan
Mr Md. Azizul Hasan, son of Ahmed Shamsur Rahman was born in a respectable Muslim family in Khulna. He is involved
in versatile business houses. Mr. Md. Azizul Hasan is a widely travelled person. He has great contribution to the formation
of the Company.
6 Mr. Sk. Salahuddin
Mr. Sk. Salahuddin, Son of Late Sk. Abu Naser was born in the year 1967. He is involved in versatile business houses. Mr.
Salahuddin earned a notable fame in business community for his remarkable business activities in the field of Trading,
Transport, Shipping and Insurance. Mr. Sk. Salauddin is a widely travelled person. He has great contribution to the formation
of the Company.
7 Mrs. Habibun Nahar
Mrs. Habibun Nahar, Wife of Mr. Talukder Abdul Khaleque was born in a respectable Muslim family. She is the Proprietor of
M/s. Nahar Enterprise and associated with Islami Commercial Insurance Company Limited since its inception.
8 Mr. Md. Anwar Hossain
Mr. Md. Anowar Hossain, Son of Late Sultan Hossain was born in a respectable Muslim family in Khulna. He is involved in
versatile business houses. He has earned a notable fame in business community for his remarkable business activities
particularly in the field of Trading, Textile, Spinning, Shipping Line, Cement, Bank and Insurance. He is one of the prime
Sponsor Director of Islami Commercial Insurance Co. Ltd. since its inception. Besides, Mr. Md. Anowar Hossain is the
Chairman of Al-Arafah Islami Bank Ltd. and also Managing Director of A. Hossain Group. Mr. Md. Anowar Hossain is a
widely travelled person and is involved with different aspects of social activities.
9 Mr. Niaz Ahmed
Mr. Niaz Ahmed, Son of Naik Mohammed was born in 1963. He obtained M. Com in Accounting and L.L.B and started
practicing Law and also started his business career. Being an entrepreneur Mr. Niaz Ahmed has been involved in diversified
business houses throughout his career. He is also an eminent Supreme Court Lawyer and is actively involved with various
organizations and educational institutions. He has great contribution to the formation of the Company.
10 Mr. Mohmmad Nasir Uddin
Mr Mohmmead Nasir Uddin, son of Alhajj Nasir Uddin was born in a respectable Muslim family in Dhaka. He is involved in
versatile business houses. Mr Mohmmead Nasir Uddin is a widely travelled person. He has great contribution to the
formation of the Company.

11 Mr. Javed Alam


Mr. Javed Alam, Son of A.Z.M. Shamsul Alam was born in a respectable Muslim family of Comilla District. After completion
of his education he started his business career and associated with business dealing in Trading and Manufacturer & Repairer
of Ship, Barges, Tugs, Cargo vessels, Trawlers and all sorts of Marine unit. He is associated with Islami Commercial
Insurance Company Ltd. since its inception.
12 Dr. Abu Sayeed M. Ahmed
Dr. Abu Sayeed M.Ahmed, son of Abdur Rashid was born in a respectable Muslim family in Dhaka. He is involved in
versatile business houses. Dr. Abu Sayeed M.Ahmed is a widely travelled person. He has great contribution to the formation
of the Company.
13 Mr. Anwar Pasha
Mr. Anwar Pasha, son of Late Fazlur Rahman was born in a respectable Muslim family in Dhaka. He is involved in versatile
business houses. Mr. Anwar Pasha is a widely travelled person. He has great contribution to the formation of the Company.

24
14 Mr. Abdur Rab
Mr. Abdur Rab, son of Late Abdul Ghani was born in a respectable Muslim family in Dhaka. He is involved in versatile
business houses. Mr. Abdur Rab is a widely travelled person. He has great contribution to the formation of the Company.
15 Mr. K.M. Fazlul Huda
Mr. K.M. Fazlul Huda, son of Late Akamat Ali was born in a respectable Muslim family in Dhaka. He is involved in versatile
business houses. Mr. K.M. Fazlul Huda is a widely travelled person. He has great contribution to the formation of the
Company.
16 Mr. Md. Muzibur Rahman
MrMd. Muzibur Rahman, son of Late Md. Abdur Rashid was born in a respectable Muslim family in Dhaka. He is involved
in versatile business houses. Mr. Md.Muzibur Rahman is a widely travelled person. He has great contribution to the
formation of the Company.
17 Mr. Md. Tofail Ahmed
Mr.Md. Tofail Ahmed, son of Abdul Haque was born in a respectable Muslim family in Dhaka. He is involved in versatile
business houses. Mr. Md. Tofail Ahmed is a widely travelled person. He has great contribution to the formation of the
Company.
18 Mr. M.G. Faruk
Mr. M. G. Faruk, Son of Mr. Ruhul Amin was born in Chittagong in the year 1955. After his graduation, Mr. Faruk started different
business organisation in Bangladesh. After a while he rounded up his businesses and had set up a construction business in U.S.A. At
present, he is doing business in U.S.A. as well as in Bangladesh. He has great contribution to the formation of the Company.
19 Dr. Sajjad Hossain
Dr. Sajjad Hossain, son of Late Sirajul Mostafa was born in a respectable Muslim family in Dhaka. He is involved in versatile
business houses.Dr. Sajjad Hossain is a widely travelled person. He has great contribution to the formation of the Company.
20 Mr. Abdul Mobin
Mr.Abdul Mobin, son of Aziz Khan was born in a respectable Muslim family in Dhaka . He is involved in versatile business
houses. Mr. Abdul Mobin is a widely travelled person. He has great contribution to the formation of the Company.

21 Mr. Nadim Ahmed Khan


Mr. Nadim Ahmed Khan, Son of Mr. Abdul Aziz Khan was born in a respectable Muslim family in Dhaka. He is involved in
versatile business houses. Mr. Nadim Ahmed Khan is the Managing Director of N.S. Corporation and Proprietor of National
Crafts Corporation. He has great contribution to the formation of the Company.

(g) Capital structure and history of capital raising;

Authorized capital

The authorized capitalof the Company as on 31 December 2021 is BDT 1,000,000,000, divided by 100,000,000 ordinary shares offace
value of Tk. 10 each.

Issued, Subscribed and paid-up capital

The paid up capital of the Company as on 31 December 2021 is BDT 303,916,600, divided by 30,391,660 ordinary shares of face value
of Tk. 10 each. The detail capital structure is given below:

Number of share
Class of Nominal Issue Form of
Sl. @ BDT 100 @ BDT 10 Allotment date Amount in
Share Price Price Consideration
per share per share Taka
Issued & fully paid up capital
Ordinary
1 600,000 - (Taka) as per memorandum as 100 100 60,000,000 Cash
Share
on 18 October 1999
Ordinary 1st allotment as on 24 September
2 450,000 - 100 100 45,000,000 Bonus shares
Share 2011
Ordinary 2ndallotment as on 30 September
3 210,000 - 100 100 21,000,000 Bonus shares
Share 2012
Ordinary 3rdallotment as on 20 October
4 252,000 - 100 100 25,200,000 Bonus shares
Share 2013
Ordinary 4thallotment as on 11 February
5 302,400 - 100 100 30,240,000 Bonus shares
Share 2015
6 362,880 - Ordinary 5th allotment as on 24 January 100 100 36,288,000 Bonus shares

25
Share 2016
Ordinary 6th allotment as on 03 January
7 261,273 - 100 100 26,127,300 Bonus shares
Share 2017
Ordinary 7th allotment as on 18 February
8 243,855 - 100 100 24,385,500 Bonus shares
Share 2018
Ordinary
9 268,240 - 8th allotment as on 28 April 2019 100 100 26,824,000 Bonus shares
Share
Ordinary 9th allotment as on 27 October
10 885,180 - 10 10 8,851,800 Bonus shares
Share 2020
Total 3,039,166 - Ordinary - 100 100 30,391,660 -
Share

*The face value of shares was denominated from Tk. 100 per share to Tk. 10 per share vide special resolution was passed on 30 September 2020 in the extra
ordinary general meeting by the shareholders of the Company and the subsequently which was passed in RJSC on 14 June 2021.

Paid up capital before and after the public issue


Particulars of paid up capital No. of ordinary shares Amount in Taka
Before initial public offer 30,391,660 303,916,600
*Initial public offering (IPO) under Fixed Price Method 20,261,106 202,611,060
Paid up capital after IPO 50,652,766 506,527,660
* Subject to approval of regulatory authority.

(h) Summary of valuation report of securities;

Summary of valuation:

Sl. Method used BDT


Net Asset Value (NAV) per share with revaluation reserve 20.96
Method-1
Net Asset Value (NAV) per share without revaluation reserve 17.48
Method-2 Earning-based-value per share (considering average market P/E) 19.12
Method-3 Average market price per share of similar stock for the last one year 59.15

The detail valuation report is given at the chapter titled “Valuation report of securities” under Chapter- XV

(i) Others-N/A

26
Chapter-II

Conditions imposed by the Commission in the consent letter

27
Disclosure in respect of issuance of security in demat form
As per provision of the Depository Act, 1999 and regulations made thereunder, shares will only be issued in dematerialized form.
All transfer/transmission/splitting will take place in the Central Depository system of CDBL and any further issuance of shares
(right/bonus) will be issued in dematerialized form only.

(To be finalized later after getting final consent letter)


CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969:
PART–A
1. The Company shall go for Initial Public Offer (IPO) for 20,261,106 ordinary shares of Tk. 10.00 each at par totaling to Tk.
20,26,11,060 (Taka Twenty Crore Twenty Six Lac Eleven thousand Sixty only) following the Securities and Exchange
Ordinance, 1969, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Depository Act,
1999 and rules made there under.
2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in 4 (Four)
national daily newspapers (two in Bangla and two in English), within 02 (two) working days of issuance of this consent
letter. The issuer shall post the full prospectus, vetted by Commission, in the issuer’s website and shall also put on the
websites of the Commission, stock exchanges, and the issue manager, within 3 (three) working days from the date of
issuance of this letter and shall remain posted till the closure of the subscription list. The issuer shall submit to the
Commission, the stock exchanges and the issue manager a diskette containing the text of the vetted prospectus in “MS -
Word” format.
3. The Company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official record within 5
(Five) working days from the date of publication of the abridged version of the prospectus in the newspaper.
4. The issuer Company and the issue manager shall ensure transmission of the prospectus and its abridged version for
NRBs through email to the Bangladesh Embassies and Missions abroad within 5 (Five) working days from the date of
publication of the abridged version of the prospectus in the newspaper. A compliance report shall be submitted in this
respect to the Commission jointly by the issuer and the Issue Managers within 02 (Two) working days from the date of
said transmission of the prospectus.
5. The following declaration shall be made by the Company in the prospectus, namely: -
“Declaration about Listing of Shares with the stock exchange (s):
None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five) 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 15 (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 15 (Fifteen) days, the Directors of the Company, 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) 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 07 (Seven) days of expiry of the aforesaid 15
(Fifteen) days time period allowed for refund of the subscription money.”
6. All applicants shall apply for minimum market lot of 500 shares worth Taka 5,000/- (Taka five thousand only) or its
multiples.
7. The IPO shall stand cancelled in case of under-subscription in any category above 35%. In such an event, the issuer and
issue manger shall inform the Commission within 2 (two) working days and release the subscription money within 10
(ten) working days after receiving verification report from CDBL and the information from exchanges regarding
subscription.
8. 20% of the securities reserved for general public shall be reserved for ¶wZMÖ¯’ ¶z`ª wewb‡qvMKvix. In case of under-subscription
under any of sub-categories of eligible investor’s category or general public category, the unsubscribed portion shall be
added to other sub-category of the same category. In case of over subscription in the general public category, the issuer
and the issue manager shall jointly conduct an open lottery. In case of over subscription in the eligible investor’s category,
securities shall be allotted on pro-rata basis. No eligible investors shall apply for more than 10% (ten percent) of the total
securities reserved for the other eligible investors.
9. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with another
person. In case, an applicant submits more than two applications, all applications will be treated as invalid and will not be
considered for allotment purpose. In addition, 15% (fifteen) of the application money will be forfeited by the Commission
and the balance amount will be refunded to the applicant.
10. The applicants who have applied for more than two applications using same bank account, their application will not be
considered for lottery and the Commission will forfeit 15% of their subscription money.

28
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 25% of the
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 of the Bangladesh Securities and Exchange Commission
(BSEC). This is in addition to any other penalties as may be provided for by the law.
12. 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.
13. Shares not allotted at the time of according this consent, but allotted after listing, in favor of sponsors, directors or
shareholders having 5% or more shares through stock dividends, shall be subject to a lock-in period of 02(two) years from
the date of issuance of the prospectus.
14. If any share shares of Sponsors/Directors/Promoters is in paper format, it shall be handed over to securities custodian
registered with the Commission and shall remain held till completion of lock-in period and the name of the securities
custodian shall be furnished to the Commission jointly by the issuer and issue manager, along with a confirmation thereof
from the custodian, within one week of listing of the shares with the stock exchange(s). Or they (shares of Sponsors/
Directors/ Promoters) can be demated and shall remain in lock-in under CDBL system and issuer shall submit a
dematerialization confirmation report generated by CDBL and attested by Managing Director of the Company along with
the lock-in confirmation to the Commission within one week of listing of the shares with the stock exchange(s). In respect
of shares other than Sponsors/Directors/Promoters the issuer will ensure their lock-in of those shares and submit a
statement to this effect to the Commission.
15. The Company shall not declare any dividend/bonus shares before listing of its capital with any Exchange from the date
of this consent for raising of capital.
16. The Company shall not engage itself into any merger/amalgamation or acquisition activities without taking “No
Objection” from the Commission, on the scheme of the said merger/amalgamation or acquisition, as recommended by
the Board of Directors, before approval by the shareholders in General Meeting.
PART–B
Application Process
Step-1 (Applicant)
1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant Banker
where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date), which shall be
the 25th (twenty fifth) working day from the date of publication of abridged version of prospectus.
2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the
Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the
Applicant. At the same time:
a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and
service charge available in respective customer account maintained with the Stockbroker/Merchant
Banker. No margin facility, advance or deferred payment is permissible for this purpose. In case the
application is made through a margin account, the application money shall be deposited separately and
the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which
shall be refundable to the applicant, if become unsuccessful.
b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor
of the Issuer for an amount equivalent to the application money, with their application to the concerned
Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also
submit a single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the
other jointly with another person. The draft (FDD) shall be issued by the Bank where the applicant
maintains NITA/Foreign Currency account debiting the same account. No banker shall issue more than
two drafts from any NITA/Foreign Currency account for any public issue. At the same time, the applicant
shall make the service charge available in respective customer account maintained with the
Stockbroker/Merchant Banker.

Step-2 (Intermediary)
3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public Issue
Application Account”. The Stockbroker/Merchant Banker shall:
a) post the amount separately in the customer account (other than NRB and Foreign applicants), and upon
availability of fund, block the amount equivalent to the application money;
b) accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the
“Public Issue Application Account” maintained with its bank within the first banking hour of next
working day of the cut-off date. In case of application submitted by the Stock-dealer or the Merchant

29
Banker‟s own portfolio, the application amount should also be transferred to the “Public Issue
Application Account”;
c) instruct the banker to block the account for an amount equivalent to the aggregate application money and
to issue a certificate in this regard.
4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the
same and handover it to the respective Stockbroker/Merchant Banker.
5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall prepare a list
containing the draft information against the respective applicant‟s particulars.
6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name, BO
Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date, send to
the respective Exchange, the lists of applicants in electronic (text format with tilde „~‟ separator) format, the certificate(s)
issued by its banker, the drafts received from Non-resident Bangladeshi (NRB) and Foreign applicants and a copy of the
list containing the draft information.
7. On the next working day, the Exchanges shall provide the Issuer with the information received from the
Stockbroker/Merchant Bankers, the drafts submitted by Non-resident Bangladeshi (NRB) and Foreign applicants and the
list containing the draft information. Exchanges shall verify and preserve the bankers‟ certificates in their custody.
8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing of
the securities with exchange.
Step-3 (Issuer)
9. The Issuer shall prepare consolidated list of the applications and send the applicants‟ BOIDs in electronic (text) format in
a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website and websites of
the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are active or not.
10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing BO
Account Number, Name, Addresses, Parents‟ Name, Joint Account and Bank Account information along with the
verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare
category wise consolidated lists of valid and invalid applications and submit report of final status of subscription to the
Commission and the Exchanges within 10 (ten) working days from the date of receiving information from the Exchanges.
12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three)
working days from the date of reporting to the Commission and the Exchanges, if do not receive any observation from
the Commission or the Exchanges.
13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours and on the
websites of the Commission and Exchanges within 12 (twelve) hours of lottery.
14. Within 02 (two) working days of conducting lottery, the Issuer shall:
a) send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde „~‟
separator) format to the respective Exchange.
b) send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the
Consent Letter issued by the Commission in electronic (text format with tilde „~‟separator) format to the
Commission and Exchanges mentioning the penalty amount against each applicant.
c) issue allotment letters in the names of successful applicants in electronic format with digital signatures and send
those to respective Exchange in electronic form.
d) send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM to
CDBL to credit the allotted shares to the respective BO accounts.

30
Step-4 (Intermediary)
15. On the next working day, Exchanges shall distribute the information and allotment letters to the Stockbroker/Merchant
Bankers concerned in electronic format and instruct them to:
a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer‟s respective Escrow
Account opened for subscription purpose, and unblock the amount of unsuccessful applicants;
b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the
Issuer‟s respective Escrow Accounts along with a list and unblock the balance application money;
16. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant Banker shall
request its banker to:
a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;
b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants (other
than NRB and foreign) who are subject to penal provisions to the respective „Escrow‟ accounts of the Issuer
opened for subscription purpose.
17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall unblock the
amount blocked in the account(s) and remit the amount as requested for to the Issuer‟s „Escrow‟ account.

18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer
accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about releasing
their blocked amounts and send documents to the Exchange evidencing details of the remittances made to the respective
„Escrow‟accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be placed as per their
instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges, if any, from the
applicant who wants to withdraw the application money, up to an amount of Tk. 5.00 (five) per withdrawal.
19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer‟s respective „Escrow‟ accounts and
refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or transfer to
the applicant‟s bank account through banking channel within 10 (ten) working days from the date of lottery.

Miscellaneous:
20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.
21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of publication
of abridged version of prospectus.
22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred during
the blocking period. Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant Bankers for
any purpose other than public issue application.
23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an amount of Tk.
……… (taka……….) for a public issue.
24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per application
irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting
application.
25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.
26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank draft/payment
order issued in favor of the Bangladesh Securities and Exchange Commission.
27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any
Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with intimation
to the Commission.

31
PART–C
1. The issue managers shall carefully examine and compare the published prospectus and its abridged version on the date of
publication with the copies vetted by the Commission. If any discrepancy is found, both the issuer and the issue
managers shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing
copies thereof to the Commission and the stock exchanges concerned. In this regard, the issue manager shall submit a
compliance report to the Commission within 5 working days from the date of such publications.
2. The fund collected through Public Offering shall not be utilized prior to listing with Exchange(s) 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.
3. The Company shall furnish status report on utilization of Public Offering proceeds audited by foreign affiliated auditors
and authenticated by the board of directors to the Commission and the exchanges within 15 (Fifteen) days of the closing
of each month until such fund is fully utilized, as mentioned in the schedule contained in the prospectus. The issuer shall
simultaneously post the status report in its websites of the Exchanges. 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.
4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under the following terms of reference
(TOR) and confirm the same in their report/certificate:
a) Whether IPO proceeds have been utilized for the purposes/heads as specified in the prospectus;
b) Whether IPO proceeds have been utilized in line with the condition (if any) of the Commission‟s consent letter;
c) Whether utilization of IPO proceeds have been completed within the time schedule/implementation schedule
as specified in the published prospectus;
d) Whether utilization of IPO proceeds is accurate and for the purpose of the Company as mentioned/specified in
the published prospectus; and
e) The auditors should also confirm that:(i) assets have been procured/imported/constructed maintaining
proper/required procedure as well as at reasonable price; and (ii) auditors’report has been made on verification
of all necessary documents/papers/vouchers in support of IPO proceeds making reconciliation with Bank
Statement.
5. All transactions, excluding petty cash expenses, shall be effected by crossed cheques or bank transfers.
6. Proceeds of the public offering shall not be transferred to any other bank account before listing with the Exchange(s). The
proceeds shall not be used for any purpose other than those specified in the prospectus without any valid ground. Any
deviation in respect of time or purpose of utilization must have prior approval of the shareholders in the general meeting
and if approved by the shareholders, the meeting resolution shall be submitted to the Commission and the Exchanges
along with reasonable explanations.
7. If any quarter or half-year of the financial year ends after publication of the abridged version of prospectus and before
listing of its securities with any exchange, the Company shall disseminate/transmit/submit the said quarterly/half yearly
financial statements in accordance with the Commission‟s Notification SEC/CMRRCD/2008-183/admin/03-34 dated
September 27, 2009 and Rules 13 of the Securities and Exchange Rules, 1987.
8. In the event of arising issues concerning Price Sensitive Information as defined under thewmwKDwiwUR I G·‡PÄ Kwgkb
(myweav‡fvMxe¨emvwbwl×KiY) wewagvjv 1995after publication of the abridged version of prospectus and before listing of its securities
with any exchange, the Company shall disseminate/transmit/submit the information as price sensitive in accordance
with the Commission‟s Notification No. SEC/SRMI/200-953/1950 dated October 24, 2000.

PART–D
1. As per provision of the Depository Act, 1999 & 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 (Including rights/bonus) will be made in dematerialized form only.
2. The issuer and the issue manager shall ensure due compliance of all the above conditions, the „Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015‟ and the listing regulations of the exchanges.
3. The Commission may impose further conditions/restrictions etc. from time to time as and when considered necessary
which shall also be binding upon the issuer Company.

32
Chapter-III

Declaration and due diligence certificates as per


Annexure(s)-A, B and C

33
Annexure-A

Declaration about the responsibility of the directors, including the CEO of


the issuer in respect of the prospectus
[Rule 4 (1)(d)]

This prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility for
the authenticity, accuracy and adequacy 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 oradministrative actions against any or all of us as it may deem fit.

We also confirm that full and fair disclosures have been made in this prospectus to enable the investors to make a well informed
decision for investment.

Sd/- Sd/- Sd/-


Shahida Anowar M. G. Faruk Nigar Sultana
Chairman Sponsor Director Sponsor Director

Sd/- Sd/- Sd/-


Nusrat Jahan (Tania) Azmat Niaz Israt Jahan
Director Director Director

Sd/- Sd/- Sd/-


Md. Abu Bakar Siddique Md. Ashik Hossain Shirin Akhter
Sponsor Director Director Director

Sd/- Sd/- Sd/-


AZM Shamsul Alam S.A.M Habibur Rahman Mr. Mir Nazim Uddin Ahmed
Independent Director Independent Director Chief Executive Officer

Date: 3 April 2019

34
Annexure-B

Due diligence certificate by issue manager


[Rule 4 (1)(d)]
To

The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 20,261,106 Ordinary Shares of Tk. 202,611,060 by Islami Commercial Insurance Company
Limited.

Dear Sir,

We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:

(1) We have examined all the documents submitted with the application for the above mentioned public issue, visited
the premises of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer
in connection with the finalization of the prospectus pertaining to the said issue;

(2) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, 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.

WE CONFIRM THAT:

(a) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to
the issue;

(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc.
framed/issued by the Commission, other competent authorities in this behalf and the Government have been
duly complied with;

(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well informed
decision for investment in the proposed issue and such disclosures are in accordance with the requirements of the
Companies Act, 1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other
applicable laws;

(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till
date such registrations are valid;

(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;

(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the „main
objects‟ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the
activities which have been carried out till now are valid in terms of the object clause of its Memorandum of
Association;

(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be
kept in a separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the
prospectus;

(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue)
Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable
the investor to make a well informed decision;
35
(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of
current business background or the issuer, situation at which the proposed business stands, the risk factors,
sponsors experiences etc. We also confirm that the due diligence related process, documents and approval memos
shall be kept in record by us for the next 5 (five) years after the IPO for any further inspection by the Commission;

(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh
Securities and Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its
text, the status of compliance, page numbers of the prospectus where the rules has been complied with and our
comments, if any;

(k) We also declare that we have managed the public issue of following issuers in the last 05 (five) years:

Serial Month/ Issue Dividend Payment History


Issue
No Year Price 2021 2020 2019 2018 2017
No issue was N/A
1 2017 N/A
managed
Silva Pharmaceuticals 5%C 5%C 6%C
2 2018 Tk. 10 - 5%C
Limited 5%B
Esquire Knit 15%C 15%C
3 2019 Tk. 40 15%C - -
Composite Limited
No issue was N/A
4 2020 N/A
managed
Desh General - 10%C 12%C 10%C 10%C
5 Insurance Company 2021 Tk. 10
Limited

For Manager to the issue:

Sd/-
Md. Rezaul Haque
Place: Dhaka Managing Director
Date : 17 April 2020 Prime Finance Capital Management Limited

36
Annexure-B

Due diligence certificate by issue manager


[Rule 4 (1)(d)]
To

The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 20,261,106 Ordinary Shares of Tk. 202,611,060 by Islami Commercial Insurance Company
Limited.

Dear Sir,

We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:

(1) We have examined all the documents submitted with the application for the above mentioned public issue,
visited the premises of the issuer and interviewed the Chairperson, Directors and key management personnel of
the issuer in connection with the finalization of the prospectus pertaining to the said issue;

(2) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, 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.

WE CONFIRM THAT:

(l) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to
the issue;

(m) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc.
framed/issued by the Commission, other competent authorities in this behalf and the Government have been
duly complied with;

(n) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well informed
decision for investment in the proposed issue and such disclosures are in accordance with the requirements of the
Companies Act, 1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other
applicable laws;

(o) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till
date such registrations are valid;

(p) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;

(q) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the „main
objects‟ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the
activities which have been carried out till now are valid in terms of the object clause of its Memorandum of
Association;

(r) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be
kept in a separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the
prospectus;

37
(s) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue)
Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and adequate to enable
the investor to make a well informed decision;

(t) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of
current business background or the issuer, situation at which the proposed business stands, the risk factors,
sponsors experiences etc. We also confirm that the due diligence related process, documents and approval memos
shall be kept in record by us for the next 5 (five) years after the IPO for any further inspection by the Commission;

(u) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh
Securities and Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its
text, the status of compliance, page numbers of the prospectus where the rules has been complied with and our
comments, if any;

(v) We also declare that we have managed the public issue of following issuers in the last 05 (five) years:

Serial Dividend Payment History


Issue Month/ Year Issue Price
No
NA NA NA NA

For Manager to the issue:

Sd/-
Place: Dhaka Chief Executive Officer
Date : 17 April 2022 EC Securities Limited

38
Annexure-B

Due diligence certificate by issue manager


[Rule 4 (1)(d)]
To

The Bangladesh Securities and Exchange Commission

Sub: Public Issue of 20,261,106 Ordinary Shares of Tk. 202,611,060 by Islami Commercial Insurance Company
Limited.

Dear Sir,

We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:

(3) We have examined all the documents submitted with the application for the above mentioned public issue,
visited the premises of the issuer and interviewed the Chairperson, Directors and key management personnel of
the issuer in connection with the finalization of the prospectus pertaining to the said issue;

(4) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, 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.

WE CONFIRM THAT:

(w) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to
the issue;

(x) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc.
framed/issued by the Commission, other competent authorities in this behalf and the Government have been
duly complied with;

(y) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well informed
decision for investment in the proposed issue and such disclosures are in accordance with the requirements of the
Companies Act, 1994, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other
applicable laws;

(z) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till
date such registrations are valid;

(aa) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;

(bb) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the „main
objects‟ listed in the object clause of the Memorandum of Association or other charter of the issuer and that the
activities which have been carried out till now are valid in terms of the object clause of its Memorandum of
Association;

(cc) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be
kept in a separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the
prospectus;

(dd) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public
Issue) Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and adequate to
enable the investor to make a well informed decision;
39
(ee) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of
current business background or the issuer, situation at which the proposed business stands, the risk factors,
sponsors experiences etc. We also confirm that the due diligence related process, documents and approval memos
shall be kept in record by us for the next 5 (five) years after the IPO for any further inspection by the Commission;

(ff) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh
Securities and Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its
text, the status of compliance, page numbers of the prospectus where the rules has been complied with and our
comments, if any;

(gg) We also declare that we have managed the public issue of following issuers in the last 05 (five) years:

Ser Market Closing Dividend Payment History


Issue Size Issue Price
ial Issue Issue FY Price as on 13-
(In crore) at BDT
No 04-2022 at BDT
2021-10%C , 5%B
2020-10%C , 10%B
BBS Cables
1 2016-17 20 10 56.10 2019-10%C , 10%B
Limited
2018-10%C , 15%B
2017-5%C , 15%B
2021-11%C
Aman Cotton
2020-10%C
2 Fibrous 2017-18 80 36 27.10
2019-10%C
Limited
2018-10%C
3 - 2018-19 - - - -
Ashugonj Range of coupon Rate=8.5%-
Power Station 10.5%
100 5000 5450
Company Coupon rate=refeference
4 2019-20
Limited (Bond) rate*+margin
ADN telecom 2021-10%C
57 27 65
Limited 2020-15%C
Sonali Life
Insurance
19 10 56.50 2020-10%C
Company
Limited
5 2020-21
South bangle
Agriculture &
100 10 13.10 2020-4%C, 4%B
Commercial
bank Limited

 The reference rate is the rate of 182 days Bangladesh Treasury bill & margin=4%

For Manager to the issue:

Sd/-
(Asit Kumar Chakravorty)
Place: Dhaka Chief Executive Officer
Date : 17 April 2022 ICB Capital Management Limited

40
Annexure-C

Due diligence certificate by the underwriter


[Rule 4 (1) (d)]

To
The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106ordinary Shares of TK. 202,611,060/- of Islami Commercial insurance Company Limited

Dear Sir,

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 discussions 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out
the underwriting activities. Our present paid-up capital stands at Tk. 250,000,000.00 (Twenty-Five Core) only and we have
the capacity to underwrite a total amount of Tk. 1,250,000,000.00 (One Hundred Twenty-Five Core) only as per relevant
legal requirements. We have committed to underwrite for up to Tk. 2,000,000 (Taka Twenty Lacs) only for the upcoming
issue.

(b) At present, the following underwriting obligations are pending for us:

Sl. Name of the Company Amount Underwritten (in Taka)


No.
1 AFC Health Ltd. 19,500,000
2 Meghna Insurance Company Ltd. 10,000,000
3 Navana Pharmaceuticals Limited 27,343,750
Total 56,843,750

(c) 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;

(d) 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

(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/-
Muhammad Fuad Hussain
Managing Director & CEO
Asian Tiger Capital Partners Investments Limited
Dated, Dhaka: 11/04/2022

41
Annexure-C

Due Diligence Certificate by the Underwriter(s)

[Rule 4 (1) (d)]


To

The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106 Ordinary Shares of Tk. 202,611,060 of Islami Commercial Insurance Company Limited
Dear Sir,

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 discussions 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry
out the underwriting activities. Our present paid-up capital stands at Tk. 251,100,000 (Taka two hundred fifty one million
and hundred thousand only) and we have the capacity to underwrite a total amount of Tk. 1,255,500,000 (Taka one billion
two hundred fifty five million and five hundred thousand) only as per relevant legal requirements. We have committed
to underwrite for up to BDT 2,000,000 (Taka two million only) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:

Sl. Name of the Company Underwriting Amount(Taka)


1 Debt Securities of Mercantile Bank Limited 10,000,000.00
2 Rights Offering of First Securitiy Islami bank Limited 80,991,050.00
3 Al-Madina Pharmaceuticals Limited 12,500,000.00
Total 103,491,050.00

(c) 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;
(d) 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
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/
Md. Khurshid Alam
Chief Executive Officer
EC Securities Limited
Place: Dhaka
Date: April 06, 2022

42
Annexure-C

Due Diligence Certificate by the Underwriter(s)

[Rule 4 (1) (d)]


To

The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106 Ordinary Shares of Tk. 202,611,060 of Islami Commercial Insurance Company Limited
Dear Sir,

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 discussions 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out
the underwriting activities. Our present paid-up capital stands at Tk 25,00,00,000.00 (Taka twenty five crore) and we have
the capacity to underwrite a total amount of Tk 125,00,00,000.00 (Taka one hundred twenty five crore) as per relevant legal
requirements. We have committed to underwrite for up to Tk 20,00,000 (Taka twenty lac) for the upcoming issue.

(b) At present, the following underwriting obligations are pending for us:
(Name of issue and amount underwritten)

Amount underwritten
Sl. No. Name of the Company
(BDT)

1. Cutting Edge Industries Limited 2,50,00,000.00


2. Electro Battery Company Limited 3,93,75,000.00
3. AB Bank Limited 14,00,00,000.00
4. Mercantile Bank Perpetual Bond 1,00,00,000.00
Total 21,43,75,000.00

(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 GSP Investments Limited

Sd/-
Parvez Morshed Chowdhury
Chief Executive Officer
GSP Investments Limited
Date: April 13, 2022

43
Annexure-C

Due Diligence Certificate by the Underwriter(s)

[Rule 4 (1) (d)]


To

The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106 Ordinary Shares of Tk. 202,611,060 of Islami Commercial Insurance Company Limited
Dear Sir,

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 discussions 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry
out the underwriting activities. Our present paid-up capital stands at Tk. 260,000,000 (Tk. Two Hundred Sixty Million and
we have the capacity to underwrite a total amount of Tk. 1,300,000,000 (Taka One billion and three Hundred million as
per relevant legal requirements. We have committed to underwrite for up to BDT 2,000,000 (Taka Two Million) for the
upcoming issue.
(b) At present, the following underwriting obligations are pending for us:

Sl. Name of the Company Underwriting Amount(Taka)


1 AB Bank Limited 150,000,000
2 First Security islami Bank Limited 500,000,000
3 Mercantile Bank Limited 15,000,000

(c) 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;
(d) 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
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/-
Md. Rafiqul Islam
Managing Director & CEO
Green Delta Capital Limited
Date: 11.04.2020

44
Annexure-C

Due Diligence Certificate by the Underwriter(s)

[Rule 4 (1) (d)]


To

The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106 Ordinary Shares of Tk. 202,611,060 of Islami Commercial Insurance Company Limited
Dear Sir,

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 discussions 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry
out the underwriting activities. Our present paid-up capital stands at Tk. 329.65 (Three hundred twenty nine point six
five) crore and we have the capacity to underwrite a total amount of Tk. 2,038.04 (Taka two thousand thirty eight point
zero four) core as per relevant legal requirements. We have committed to underwrite for up to BDT 2,000,000 (Taka
twenty lac only) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:

Sl. Name of the Company Underwriting Amount(Taka)


1 Omera Petrolium Limited 41,726,036.00
2 Midland Bank limited 40,000,000.00
3 Islam Oxygen Limited 100,000,000.00
4 First Security islami Bank Limited 100,000,000.00
5 B. Brothers Garments Company Limited 50,000,000.00
Total 331,726,036.00

(c) 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;
(d) 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
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/-

Asit Kumar Chakravorty


Chief Executive Officer
Place: Dhaka
Date: 17 April 2022

45
Annexure-C

Due diligence certificate by the underwriter


[Rule 4 (1) (d)]

To
The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106 ordinary Shares of TK. 202,611,060/- of Islami Commercial Insurance Company
Limited

Dear Sir,

We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

3. 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

4. On the basis of such examination and the discussions 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:
(f) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry
out the underwriting activities. Our present paid-up capital stands at Tk.600,000,000 (Taka Sixty Crore) only and we have
the capacity to underwrite a total amount of Tk. 3,000,000,000 (Taka Three Hundred Crore) only as per relevant legal
requirements. We have committed to underwrite for up to Tk. 2,000,000 (Taka Twenty Lac) only for the upcoming issue.
(g) At present, the following underwriting obligations are pending for us:

SI. Name of the Company Amount


No.
1 Infinity Technology International Limited Underwritten (in Tk.)
35,000,000.00
2 Ratanpur Steel Re-Rolling Mills Limited. (Rights Share Offer) 11,390,880.00
3 Onetex Limited 20,000,000.00
4 MedRx Life Science Ltd. 10,000,000.00
5 Subra Systems Ltd. 50,000,000.00
6 SenaKalyan Insurance Company Limited 14,000,000.00
7 First Security Islami Bank Limited (Rights Share Offer) 500,000,000.00

Total 640,390,880.00

(h) 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;

(i) 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

(j) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/-
Mohammad Saleh Ahmed
Chief Executive Officer
IIDFC Capital Limited
Date: April 11, 2022

46
Annexure-C

Due Diligence Certificate by the Underwriter(s)

[Rule 4 (1) (d)]


To

The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106 Ordinary Shares of Tk. 202,611,060 of Islami Commercial Insurance Company Limited
Dear Sir,

We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

3.
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
4. On the basis of such examination and the discussions 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:

(f)
We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry
out the underwriting activities. Our present paid-up capital stands at Tk. 300,000,000 (Thirty crore only) and we have the
capacity to underwrite a total amount of Tk. 1,500,000,000 (Taka One Hundred fifty crore only) as per relevant legal
requirements. We have committed to underwrite for up to BDT 2,000,000 (Taka twenty lac) only for the upcoming issue.
(g) At present, the following underwriting obligations are pending for us:

Sl. Name of the Company Underwriting Amount(Taka)


1 Subra Systems Ltd (QIO) 20,000,000.00
2 Achia Sea Foods Ltd (QIO) 10,000,000.00
3 BD paints Limited (QIO) 20,000,000.00
4 First Security Islami Bank Limited (Rights Offer) 100,000,000.00
5 Global Islami Bank Limited (IPO) 100,000,000.00
Total 250,000,000.00

(h) 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;
(i) 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
(j) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/-

Mohammad Abdur Rahim FCA


Managing Director & CEO
Place: Dhaka
Date: 6 April 2022

47
Annexure C

DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER


[Rule 4 (1)(d)]

To
The Bangladesh Securities and Exchange Commission

Sub: PUBLIC OFFEROF 20,261,106 ORDINARY SHARES OF TK. 202,611,060/- OF ISLAMI COMMERCIAL INSURANCE
COMPANY LIMITED

Dear Sir,

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 discussions 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry
out the underwriting activities. Our present paid-up capital stands at Tk. 2,405,000,000 (Taka Two Hundred Forty Crore
Fifty Lac only) and we have the capacity to underwrite a total amount of Tk. 12,025,000,000 (Taka One Thousand Two
Hundred Two Crore Fifty Lac only) as per relevant legal requirements. We have committed to underwrite for up to Tk.
2,000,000(Taka Twenty Laconly) for the upcoming issue.
b) At present, the following underwriting obligations are pending for us:

Sl. No. Name of the Issuer Type of Issue Amount Underwritten (in BDT)

Omera Petroleum Limited IPO 146,041,141


1.
Agrani Insurance Company Limited Rights Offer 2,000,000
2.
Mercantile Bank Limited Perpetual Bond 10,000,000
3.
First Security Islami Bank Limited Rights Offer 50,000,000
4.
Global Islami Bank Limited IPO 150,000,000
5.
Total 358,041,141

c) 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;
d) 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
e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/-
Iftekhar Alam
Chief Executive Officer
Date: April 13, 2022

48
Annexure-C

Due diligence certificate by the underwriter


[Rule 4 (1) (d)]

To

The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106 ordinary Shares of TK. 202,611,060/- of Islami Commercial Insurance Company Limited

Dear Sir,

We, the under-noted Underwriter 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 discussions 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the
underwriting activities. Our present paid-up capital stands at BDT 2,032,800,000 (two billion thirty two million eight hundred
thousand) only and we have the capacity to underwrite a total amount of Tk. 10,068,719,220 (Taka ten billion sixty eight million seven
hundred nineteen thousand two hundred and twenty only) as per relevant legal requirements. We have committed to underwrite for
up to Tk. 46,913,870 (Taka Forty Six Million Nine Hundred thirteen Thousand Eight Hundred Seventy) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us.

Sl. Name of the Company Underwriting Amount (Taka)


1 Aman Tex Limited 40,000,000
2 Ratanpur Steel Re-Rolling Mills Limited 18,000,000
3 Omera Petroleum Limited 41,726,036
4 Mercantile Bank-Perpetual Bond 10, 000,000
5 First Securitiy Islami Bank Limited 250,000,000
6 Navana Pharmaceutical Limited 20,000,000
Total 369,726,036

(c) 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;
(d) 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
(e) The underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/-
Md. Rezaul Haque
Managing Director (CC)
Prime Finance Capital Management Ltd.

Date: 10 April 2021

49
Annexure-C

Due Diligence Certificate by the Underwriter(s)

[Rule 4 (1) (d)]


To

The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106 Ordinary Shares of Tk. 202,611,060 of Islami Commercial Insurance Company Limited
Dear Sir,

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 discussions 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry
out the underwriting activities. Our present paid-up capital stands at Tk. 1,500,000,000 (One hundred fifty crore) only and
we have the capacity to underwrite a total amount of Tk. 7,500,000,000 (Seven hundred fifty crore) only as per relevant
legal requirements. We have committed to underwrite for up to BDT 2,000,000 (Taka twenty lac) only for the upcoming
issue.
(b) At present, the following underwriting obligations are pending for us:

Name of the Company Underwriting Amount(Taka)


Aman textile Limited 40,000,000
Medrx Life Science Limited 10,000,000
Star Ceramic Limited 17,000,000
SBS Cables Limited 41,922,000
Navana Real Estate Limited 102,000,000
Rupsha Fish & Allied Industries Limited 20,000,000
Arian Chemical Limited 10,000,000
Total 240,922,000

(c) 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;
(d) 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
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/-

Abu nayem Md. Ibrahim


Chief Executive Officer
SBL Capital Management Limited
Place: Dhaka
Date: 6 April 2022

50
Annexure-C

Due Diligence Certificate by the Underwriter(s)

[Rule 4 (1) (d)]


To

The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106 Ordinary Shares of Tk. 202,611,060 of Islami Commercial Insurance Company Limited
Dear Sir,

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 discussions 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)We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the
underwriting activities. Our present paid-up capital stands at Tk. 250,000,000 (Two Hundred Fifty Million) only and we have the
capacity to underwrite a total amount of Tk. 1,250,000,000 (One billion two hundred fifty million) only as per relevant legal
requirements. We have committed to underwrite for up to BDT 2,000,000 (Taka Two Million) only for the upcoming issue.

(b)At present, there is no underwriting obligations are pending for us

(c)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;

(d)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

(e)This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/-
Rubayet-E-Ferdous
Chief Executive Officer
Shanta Equity Limited
Date: April 18, 2022

51
ANNEXURE - C

Due diligence certificate by the underwriter


[See rule 4 (1) (d)]
To
The Bangladesh Securities and Exchange Commission

Sub: Public offer of 20,261,106 nos. ordinary share of Tk. 202,611,060/- of Islami Commercial Insurance Company Limited

Dear Sir,

We, the under-noted Underwriter 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 discussions 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) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry
out the underwriting activities. Our present paid-up capital stands at Tk.5,500,000,000 (Taka five hundred and fifty
crore) only and we have the capacity to underwrite a total amount of Tk.27,500,000,000 (Taka two thousand seven
hundred and fifty crore) only as per relevant legal requirements. We have committed to underwrite for up to Tk.
2,000,000 (Taka Twenty Lac) only for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:

Sl
Name of the Company Amount of Underwritten (in BDT)
No.
1. Achia Sea Foods Limited 14,000,000
2. First Security Islami Bank Limited (Right Issue) 250,000,000
3. Global Islami Bank Limited 200,000,000
Total 464,000,000

(c) 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;
(d) 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
(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:

Sd/-
Air Cdre (Retd) Md Abu Bakar, FCA
Managing Director
Southeast Bank Capital Services Limited
Date: April 12, 2022

52
Annexure –C

Due diligence certificate by the underwriter


[Rule 4 (1)(d)]
To
The Bangladesh Securities and Exchange Commission
Sub: Public offer 20,261,106 ordinary shares of Tk. 202,611,060/- of Islami Commercial Insurance Company Limited

Dear Sir,
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 discussions 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)We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to
carry out the underwriting activities. Our present paid-up capital stands at Tk. 500,000,000 (Taka Fifty Crore) only
and we have the capacity to underwrite a total amount of Tk. 2,500,000,000 (Taka Two Hundred Fifty Crore) only as
per relevant legal requirements. We have committed to underwrite for up to Tk. 2,000,000/- (Taka Twenty Lac) only
for the upcoming issue.

(b)At present, the following underwriting obligations are pending for us:

Sl. No. Name of The Company Type of Issue Amount Underwritten (in BDT)
1 Omera Petroleum Limited IPO 62,589,054
First Security Islami Bank
2 ROD 200,000,000
Limited
Total
262,589,054

(c) 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;
(d) 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
(e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:

Sd/-
(Salamul Latif Choudhury)
Chief Executive Officer
UniCap Investments limited
Place: Dhaka
Date: April 12, 2022

53
Chapter –IV

About the issuer

54
(a) Name of the issuer, dates of incorporation and commencement ofits commercial operations, its logo, addresses
of its registeredoffice, other offices and plants, telephone number, fax number,contact person, website address
and e-mail address;

Name of the issuer Islami Commercial Insurance Company Limited


Date of incorporation of the Company 18 October 1999
Commencement of its commercial operations 18 October 1999

Logo

City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka –


Address of its registered office
1000, Bangladesh
Description Location
Dhaka Division
City Center City Center (Level-16), 90/1, Motijheel C/A,
Dhaka-1000
Local Office
Khan Mansion (6th Floor), 107, Motijheel C/A,
Motijheel
Dhaka-1000
Principal
B. B. Avenue 15, B.B. avenue (3rd Floor),Dhaka-100
Badda Ga-103, Maddhaya Badda, Badda, Dhaka-
1212
Banani House No-1, 2nd Floor, Road-09, Block-
O, Baridhara
Bangshal 13, Bangshal road, Dhaka.
Malibagh 81/1, Siddeshori Circular
Road,FayezunnesaHomes,Ramna,Dhaka
Mirpur Central Plaza (4th Floor), 231, Begum
RokeyaSarani, ShenparaParbata, Mirpur-10,
Dhaka-1216
Nawabpur Holding No-10/1, 10/2, Kazi Abdul Hamid
Lane (2nd Floor), Fulbaria, Bangshal, Dhaka
Paltan Motijheel Square (4th Floor), 1/B, DIT
Address of its other offices and plants Avenue, Doinik Bangla More, Dhaka
VIP Road AlauddinBhaban (3 rd Floor), 1-A
Fakirapool, DIT Extension Road, Motijiheel
C/A, Dhaka-1000
Hatkhola 44, R.K. Mission Road,(Flat no- B-6),
Gopibag,Wari,Dhaka
Kawran Bazar 128/1, East Tajturi Bazar (1st Floor), Kawran
Bazar, Dhaka-1215
Dilkusha LalBhaban (9th Floor), 18 Rajuk Avenue,
Dhaka-1000
Faridpur ChawkbazarJame Masjid Market (1st Floor),
Thana Road, Faridpur.
Narsingdi 105,Pacchim Dattapara, Narsingdi
Moulvi Bazar Amjad Mansion (5th Floor), 74, Bagum Bazar,
Dhaka-1100
Chittagong Division
Agrabad 603,Wali Khan Bhaban, SkMujib Road,
Chittagong
Dewanhat 603(1st Floor) East Side, Sheik Mujib Road,
Choumuhoni, Chittagong
Kadamtali 860, AshkarabadLane,Ashkarabad, Thana-
Dobolmuring,Chattagram
Khatungonj Bank Asia Building (3rd Floor), 273/268,
55
Khatungonj, Chittagong.
Laldighi 277/280& 275(A)/279 K.B. Orkid Plaza,
LaldighirUttor Par, South sight of Boxirhat
Police Fari, 32 No. Anderkilla,Kotoali,
Chittagong
Comilla 69/2, (2nd Floor), Nazrul Avenue,
2ndKandirpar, Comilla.
Khulna Division
Ahsan Ahmed 30, Ahsan Ahmed Road, Khulna.
Road
Khulna 28, Sir Iqbal Road (2nd Floor), Khulna.
Jessore Shafiullah Complex (2nd Floor), 27 M.K. Road,
Jessore.
Kushtia Lovely Tower (4th Floor), 55/1, Serajddowla
Road, Kushtia.
Barishal Division
Barishal Hotel Gulbag (2nd Floor), 19, Sadar Road,
Barisal
Rajshahi Division
Bogra Ali Azam Market (2nd Floor), Jhautala,
Borogola More, Bogra.
Pabna 406, Bokul Lane, Gopalpur, PabnaSadar,
Pabna
Rajshahi Razia Tower (3rd Floor), F-1080, Shaheb Bazar
Main Road, Rajshahi-6400.
Rangpur Division
Dinajpur New Shital Plaza (1st Floor), Station Road,
Kotwali,Dinajpur
Rangpur UtsargaBhaban (2nd Floor), Station Road,
Rangpur

Mymensing Division
Mymensing Ali Plaza,(2nd floor), 64-Choto Bazar,
Mymensing.

The Company has no plant

Telephone Number Tel: +88-02-47113793-4


Fax Number Fax: +88-02-7113791
Mr. Md.Akhtaruzzaman
Contact Person
Assistant Managing Director & Company Secretary
Website address www.iciclbd.com
Email address [email protected]

56
(b) The names of the sponsors and directors of the issuer;

Sl. Name of the promoters Status


1 Mrs.Nigar Sultana
2 Mrs. Nargis Akhter
3 Mr. Md. Abu Bakar Siddique
4 Mr. Md. Amirul Hasan
5 Mr. Md. Azizul Hasan
6 Mr. Sk. Salahuddin
7 Mrs. Habibun Nahar
8 Mr. Md. Anwar Hossain
9 Mr. Niaz Ahmed
10 Mr. Mohmmad Nasir Uddin
11 Mr. Javed Alam
12 Dr. Abu Sayeed M. Ahmed
13 Mr. Anwar Pasha Subscriber to the memorandum
14 Mr. Abdur Rab
15 Mr. K.M. Fazlul Huda
16 Mr. Md. Muzibur Rahman
17 Mr. Md. Tofail Ahmed
18 Mr. M.G. Faruk
19 Dr. Sajjad Hossain
20 Mr. Abdul Mobin
21 Mr. Nadim Ahmed Khan

Sl. Name of Director Position in the Company


1 Mrs. Shahida Anowar Chairman
2 Mr. M. G. Faruk Sponsor Director
3 Mrs. Nigar Sultana Sponsor Director
4 Mrs.Nusrat Jahan (Tania) Director
5 Mr. Azmat Niaz Director
6 Mrs. Israt Jahan Director
7 Mr. Md. Ashik Hossain Director
8 Mrs. Shirin Akhter Director
9 Mr. Md. Abu Bakar Siddique Sponsor Director
10 Mr.AZM Shamsul Alam Independent Director
11 Mr. S.A.M Habibur Rahman Independent Director

57
(c) The name, logo and address of the auditors and registrar to the issue, along with their telephone numbers, fax
numbers, contact persons, website and e-mail addresses;

Islam Aftab Kamrul & Company


Name
Chartered Accountants

Logo

Auditor
Z-Tower” (5th Floor), Plot # 4, Road # 132, 54, Gulshan Avenue,
Address
Gulshan- 1, Dhaka- 1212, Bangladesh
Telephone number Tel: +88-02-9027738
Fax number Fax: N/A
Mr. AKM Kamrul Islam, FCA (Enrol: 670)
Contact Person
Senior Partner
Website www.audit.com.bd
E-mail address info@audit .com.bd
Registrar to the issue Information regarding to the registrar to the issue is not applicable for ICIL

(d)The name(s) of the stock exchanges where the specified securities are proposed to be listed
Sl Name of the Exchange Logo Address
Motijheel Office
Stock Exchange Building, 9/F Motijheel C/A,
Dhaka, Bangladesh

Nikunjo Office
DSE Tower, Road: 21, House: 46
Nikunja, Dhaka-1229
1 Dhaka Stock Exchange Limited (DSE)
Tel:+88-02-9564601, +88- 02 -9576210-18
Fax: +88-02-9564727, 02-9569755

Email: [email protected]
Web: www.dsebd.org

CSE Building, 1080, Sk. Mujib Road Agrabad,


Chittagong Stock Exchange Limited (CSE) Chittagong, Bangladesh
2
Tel: +88(0) 31-714632-3
Fax:+880-2-9513906A

58
Chapter –V

Corporate Directory of the Issuer

59
Corporate directory of the Issuer
Name of the Company Islami Commercial Insurance Company Limited
City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000, Bangladesh
Registered office Tel: +88-02-47113793-4, +88-02-9563451, Fax: +88-02-7113791
Email: [email protected] , Web www.iciclbd.com

City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000, Bangladesh
Head office Tel: +88-02-47113793-4, +88-02-9563451, Fax: +88-02-7113791
Email: [email protected] , Web www.iciclbd.com

Logo

Date of incorporation 18 October 1999


Date of Certificate for Commencement of 18 October 1999
Business
Date of commercial operation 18 October 1999
The face value of shares was denominated from Tk. 100 per share to Tk. 10 per
share vide special resolution was passed on 30 September 2020 in the extra
Changes in denomination of face value of shares
ordinary general meeting by the shareholders of the Company and the
subsequently which was passed in RJSC on 14 June 2021.
Authorized capital as on 31 December 2021 Tk. 1,000,000,000 comprises of 100,000,000 ordinary shares of Tk.10 each.
Issued, subscribed & paid up capital as on 31 Tk. 30,391,660 paid up capital which is comprises of 303,916,600 ordinary shares of Tk. 10
December 2021 each
Name of Chairman Mrs. Shahida Anowar
Name of Chief Executive Officer Mr. Mir Nazim Uddin Ahmed
Name of Chief Financial Officer Mr. Moinul Ahsan Chowdhury
ISLAM AFTAB KAMRUL & Co, Chartered Accountants
Address:
Z-Tower” (5th Floor), Plot # 4, Road # 132, 54, Gulshan Avenue, Gulshan- 1,
Dhaka- 1212, Bangladesh
Tel: +88-02-9027738
Statutory Auditor Fax: N/A
Contact person:
Mr. AKM Kamrul Islam, FCA (Enrol: 670)
Senior Partner
Web: www.audit.com.bd,
E-mail: [email protected]

Emerging Credit Rating Ltd


Shams Rangs, House 104, Park Road
Level-A1, A2 & A5
Baridhara, Dhaka-1212
Credit Rating Company
Tel: +880 2222260911, +880 2222260897
Fax: +880 2222260828
E-Mail: [email protected]
Web: www.emergingrating.com
Jasmin & Associates
55/B Purana Paltan, Noakhali Tower, Suit: 11-F, Dhaka
Corporate Governance Auditor
Tel: 02-9574125
E-mail:[email protected]
A Haque & Co
Chartered Accountants
Khan Mansion, 5th Floor,107, Motijheel ,C/A, Dhaka-1000
Valuer
Tel:+88-02-223382786
E-mail:[email protected]
Web:Nil
Mr. Dewan Mesbah Ahmed Nasim
Legal Advisor M.Com (Finance), LLB (DU), LLB
Advocate Supreem Court of Bangladesh
60
205, Sher –e-Bangla House
Supreem Court Bar Association, Shahbag , Dhaka
E-mail: [email protected]
1. Prime Finance Capital Management Limited
Issue Managers 2. ICB Capital Management Limited
3. EC Securities Limited
1. Asian Tiger Capital Partners Bangladesh Limited
2. EC Securities Limited
3. GSP Investment Limited
4. Green Delta Capital Limited
5. ICB Capital Management Limited
6. Islami Bank Capital Management Limited
Underwriters
7. IIDFC Capital Limited
8. LankaBangla Investment Limited
9. Prime Finance Capital Management Limited
10. SBL Capital Management Limited
11. Shanta Equity Limited
12. Southeast Bank Capital Market Services Limited
13. Union Capital Limited

Bank Name: Al Arafa Islami Banl Limited


Branch: Motijheel Corporate Branch

Account Number Currency


Banker for the IPO
0159510000711 USD
0159560000018 EURO
0159520000014 GBP
0151020055797 BDT

Mr. Md. Aktaruzzaman


Compliance Officer Assistant Managing Director & Company Secretary

61
Chapter-VI

Description of the Issuer

62
(a) Summary:

(i) The summary of the industry and business environment ofthe issuer. The summary shall not be one-sided or biased
tohighlight the issuer or the issue;

There are 81 insurance companies operating in the country and they are regulated under comprehensive laws and guidelines and
supervised by a strong regulatory authority. Through the introduction of Insurance Act, 2010, the insurance sector managed
properly and strengthened by reducing business risks, and local and international insurance laws harmonized considering the
socio-economic aspect of the country, and protect the interest of policy holders and other beneficiaries.

46 Non-life and 35 Life Insurers were operating in the private sector insurance industry in Bangladesh. Besides one Non-Life State
Owned Insurance Corporation and one Life State Owned Insurance Corporation is also operating insurance business. In 2015
Bangladesh Government allowed one International Life Insurance Company to operate in the private sector insurance business in
Bangladesh named Life Insurance Corporation (LIC).

The regulatory reforms started with the introduction of the Insurance Act, 2010. It is obligatory for insurance companies to charge
premium rates as determined by the Regulatory Authority. However, the tariff rates have not been reviewed for a long time in
light of updated loss experience obtaining over the years and as such many clients do feel that they are being overcharged. Further
short term and midterm objective of national insurance policy and guideline were not implemented. This has further negatively
impacted the public perception of the insurance industry at large thereby hindering its growth.

The further progress of Bangladesh Insurance Industry predominantly depends on how the consumers‟ perception of insurance as
a useful and efficient vehicle of risk transfer can be bolstered. This can be achieved through sustained efforts of the industry as well
as regulators by holding public conference, by providing efficient services, honoring insurance policy obligations, introducing new
products, aware the public by using technology and social mechanism and by rationalizing the pricing mechanism.

Business environment of the issuer

Islami Commercial Insurance Company is operating general insurance business. There is only one Company in public sector
namely Shadharon Bima Corporation and in private sector, there are 46 general insurance companies are operating in Bangladesh.
There is immense competition amongst the companies as number of general insurance companies is large. Since Bangladesh
economy is growing and GDP growth rate is up trending and steedy which is favorable for the development of insurance sector of
Bangladesh. Alongside newly promulgated the Insurance Act, 2010 has also bought structural and legislative development for
doing insurance business in the country.

Due to volume of business in Bangladesh is increasing day by day and business risk such as accident, hazard, peril, fire, theft etc.
shall also increase simultaneously. The issuer is doing business in such an industry where demand for insurance coverage to
reduce business risk is highly required. Currently the economy of Bangladesh has been emerged and demand for insurance
coverage has been substantially increased.The last five years business performance of the issuer has been revealed that current
business environment is favorable for the Company.

(ii) Summary of consolidated financial, operating and other information.

Islami Commercial Insurance Companyhas no subsidiary or belong to any holding Company. Therefore the Company does not
prepare any consolidated financial statements.

63
(b) General Information:

(i) Name and address, telephone and fax numbers of the registered office, corporate head office, other offices, factory, business
premises and outlets of the issuer;

Particulars Details
Name Islami Commercial Insurance Company Limited
Registered office, telephone and City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000, Bangladesh
fax numbers Tel: +88-02-47113793-4Fax: +88-02-9584922
Corporate Head office, City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000, Bangladesh
telephone and fax numbers Tel: +88-02-47113793-4Fax: +88-02-9584922

Description Location
Dhaka Division
City Center City Center (Level-16), 90/1, Motijheel C/A, Dhaka-1000
Local Office
Motijheel Khan Mansion (6th Floor), 107, Motijheel C/A, Dhaka-1000
Principal
B. B. Avenue 15, B.B. avenue (3rd Floor),Dhaka-100
Badda Ga-103, Maddhaya Badda, Badda, Dhaka-1212
Banani House No-1, 2nd Floor, Road-09, Block-O, Baridhara
Bangshal 13, Bangshal road, Dhaka.
Malibagh 81/1, Siddeshori Circular
Road,FayezunnesaHomes,Ramna,Dhaka
Mirpur Central Plaza (4th Floor), 231, Begum RokeyaSarani,
ShenparaParbata, Mirpur-10, Dhaka-1216
Nawabpur Holding No-10/1, 10/2, Kazi Abdul Hamid Lane (2nd Floor),
Fulbaria, Bangshal, Dhaka
Paltan Motijheel Square (4th Floor), 1/B, DIT Avenue, Doinik Bangla
More, Dhaka
VIP Road AlauddinBhaban (3 rd Floor), 1-A Fakirapool, DIT Extension
Road, Motijiheel C/A, Dhaka-1000
Hatkhola 44, R.K. Mission Road,(Flat no- B-6), Gopibag,Wari,Dhaka
Kawran Bazar 128/1, East Tajturi Bazar (1st Floor), Kawran Bazar, Dhaka-
1215
Dilkusha LalBhaban (9th Floor), 18 Rajuk Avenue, Dhaka-1000
Faridpur ChawkbazarJame Masjid Market (1st Floor), Thana Road,
Other office, telephone and fax Faridpur.
numbers Narsingdi 105,Pacchim Dattapara, Narsingdi
Moulvi Bazar Amjad Mansion (5th Floor), 74, Bagum Bazar, Dhaka-1100
Chittagong Division
Agrabad 603,Wali Khan Bhaban, SkMujib Road, Chittagong
Dewanhat 603(1st Floor) East Side, Sheik Mujib Road, Choumuhoni,
Chittagong
Kadamtali 860, AshkarabadLane,Ashkarabad, Thana-
Dobolmuring,Chattagram
Khatungonj Bank Asia Building (3rd Floor), 273/268, Khatungonj,
Chittagong.
Laldighi 277/280& 275(A)/279 K.B. Orkid Plaza, LaldighirUttor Par,
South sight of Boxirhat Police Fari, 32 No. Anderkilla,Kotoali,
Chittagong
Comilla 69/2, (2nd Floor), Nazrul Avenue, 2ndKandirpar, Comilla.
Khulna Division
Ahsan Ahmed Road 30, Ahsan Ahmed Road, Khulna.
Khulna 28, Sir Iqbal Road (2nd Floor), Khulna.
Jessore Shafiullah Complex (2nd Floor), 27 M.K. Road, Jessore.
Kushtia Lovely Tower (4th Floor), 55/1, Serajddowla Road, Kushtia.

64
Barishal Division
Barishal Hotel Gulbag (2nd Floor), 19, Sadar Road, Barisal
Rajshahi Division
Bogra Ali Azam Market (2nd Floor), Jhautala, Borogola More, Bogra.
Pabna 406, Bokul Lane, Gopalpur, PabnaSadar, Pabna
Rajshahi Razia Tower (3rd Floor), F-1080, Shaheb Bazar Main Road,
Rajshahi-6400.
Rangpur Division
Dinajpur New Shital Plaza (1st Floor), Station Road, Kotwali,Dinajpur
Rangpur UtsargaBhaban (2nd Floor), Station Road, Rangpur

Mymensing Division
Mymensing Ali Plaza,(2nd floor), 64-Choto Bazar, Mymensing.
Factory, telephone and fax N/A
numbers
Business premises, telephone The corporate head office, registered office and other officesare considered as business
and fax numbers premises of the Company.
Outlets of the issuer, telephone The issuer has no outlets.
and fax numbers

(ii) The board of directors of the issuer;

Sl. Name of Director Position in the Company


1 Mrs.Shahida Anowar Chairman
2 Mr. M. G. Faruk Sponsor Director
3 Mrs. Nigar Sultana Sponsor Director
4 Mrs.Nusrat Jahan (Tania) Director
5 Mr. Azmat Niaz Director
6 Mrs. Israt Jahan Director
7 Mr. Md. Ashik Hossain Director
8 Mrs. Shirin Akhter Director
9 Mr. Md. Abu Bakar Siddique Sponsor Director
10 Mr.AZM Shamsul Alam Independent Director
11 Mr.S.A.M Habibur Rahman Independent Director
(iii) Names, addresses, telephone numbers, fax numbers ande-mail addresses of the chairman, managing director, wholetime
directors, etc. of the issuer;
Sl. Name and position Address Telephone number Fax number E-mail address
House -06, Road - 01,
Mrs. Shahida New Market,
1 +88-02223383451 +88-02-47113791 [email protected]
Anowar, Chairman Dhanmondi, Dhaka.

Mr. M. G. Faruk House - 18, Road - 2,


2 +88-02223383451 +88-02-47113791 [email protected]
Sponsor, Director Sector-7, Uttara, Dhaka.
43/A, South Lake, Road
Mrs. Nigar Sultana, [email protected]
3 - 3/A, Dhanmondi I/A, +88-02223383451 +88-02-47113791
Sponsor Director
Jigatola, Dhaka.
House -06, Road - 01,
Mrs.Nusrat Jahan New Market, [email protected]
4 (Tania), +88-02223383451 +88-02-47113791
Director Dhanmondi, Dhaka.

Mr. Azmat Niaz, House-24, Road-1, Block- [email protected]


5 +88-02223383451 +88-02-47113791
Director I, Banani, Dhaka-1213
Mrs. Israt Jahan, House -06, Road - 01, [email protected]
6 +88-02223383451 +88-02-47113791
Director New Market,

65
Dhanmondi, Dhaka.

Mr. Md. Ashik House -06, Road - 01,


[email protected]
7 Hossain, New Market, +88-02223383451 +88-02-47113791
Director Dhanmondi, Dhaka.
House - 46, Road - 1/A,
Mrs. Shirin Akhter, [email protected]
8 Block - I, Banani, Dhaka - +88-02223383451 +88-02-47113791
Director
1213.
Mr. Md. Abu Bakkar abubakkarsiddique.ici@gmail.
18, K.D.A. Western
9 Siddique, +88-02223383451 +88-02-47113791 com
Plaza, Khulna
Sponsor Director
House No: 1/1 B-1
Mr.AZM Shamsul
Bismillah Garden, Road
10 Alam, +88-02223383451 +88-02-47113791 [email protected]
No: K.M Das, Wari,
Independent Director
Dhaka-1203
House-23, Road-01,
Mr. S.A.M Habibur
Block-F, Bonosree Habibrahman898989@gmail.
11 Rahman, +88-02-223383451 +88-02-47113791
Housing, Rampura, com
Independent Director
Dhaka

(iv) Names, addresses, telephone numbers, fax numbers ande-mail addresses of the CFO, Company secretary, legal advisor,
auditors and compliance officer;

CFO
Name : Mr. Moinul Ahsan Chowdhury
Address : City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000, Bangladesh
Telephone number : 02223383451,02223383431
Fax number : +88-02-47113791
E-mail address : [email protected]
Company Secretary
Name : Mr. Md. Aktaruzzaman
Address : City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000, Bangladesh
Telephone number : +88-02-223383451,+88-02-223383431
Fax number : +88-02-47113791
E-mail address : [email protected]
Legal Advisor
Name : Mr. Dewan Mesbah Ahmed Nasim
Address : 205, Sher-e-Bangla House
Supreme Court Bar Association, Shahbagh, Dhaka-1000
E-mail address : [email protected]
Auditors
: ISLAM AFTAB KAMRUL& CO
Name of Firm
CHARTERED ACCOUNTANTS
: Mr. AKM Kamrul Islam, FCA (Enrol: 670)
Name of Auditor
Senior Partner
: Z-Tower” (5th Floor), Plot # 4, Road # 132, 54, Gulshan Avenue, Gulshan- 1,
Address
Dhaka- 1212, Bangladesh
Telephone number : +88-02-9027738
Fax number : N/A
E-mail address : info@audit .com.bd
website : www.audit.com.bd
Compliance officer
: Mr. Md. Aktaruzzaman
Name
Assistant Managing Director & Company Secretary
Address : City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000, Bangladesh
Telephone number : +88-02-223383451 ,+88-02-223383431
Fax number : +88-02-47113791
E-mail address : [email protected]

66
(v) Names, addresses, telephone numbers, fax numbers,contact person, website addresses and e-mail addresses of the issue
manager(s), registrar to the issue etc;

Issue Managers

Name : Prime Finance Capital Management Limited


Address : PFI Tower (7th Floor), 56-57, Dilkusha C/A, Dhaka-1000
Telephone number : +88-02-9584874, 9584876-77
Fax number : +88-02-9584922
: Mr. Mohammad Rajibul Islam
Contact person
Head of Public Issue
Website : www.primefincap.com
Email address : [email protected]

Name ICB Capital Management Limited


Address Green City Edge , 5th & 6th Floor,
89,kakrail, Dhaka- 1000, Bangladesh
Telephone number +88-02-8300555
Fax number +88-02-8300396
Mr. Asit Kumar Chakravorty
Contact person
Chief Executive Officer
Website www.icml.com.bd
Email address [email protected] , [email protected]

Name EC Securities Limited


Address Kazi Tower (5th Floor), 86, Naya Palton, Dhaka-1000
Telephone number +88 -02- 48313136
Fax number +88 -02 -9333636
Mr. Md Khurshid Alam
Contact person
Chief Executive Officer
Website www.ecslbd.com

(vi)The following details of credit rating, where applicable:

(a) The names of all the credit rating agencies from which credit rating has been obtained;

Name of the Credit Rating Agencies Date of declaration Financial Year


Credit Raing Information and Services 17/01/2008 2006
Limited(CRISL) 15/4/2009 2007
31/03/2010 2008
23/05/2011 2009
21/08/2011 2010
26/12/2012 2011
12/12/2013 2012

Argus Credit Rating Services LImited 30/06/2015 2014


17/08/2016 2015
01/10/2017 2016
29/07/2018 2017
29/07/2019 2018
29/07/2020 2019
Emerging Credit Rating Limited 14/9/2021 2020
20/4/2022 2021

Note: Credit Rating not conducted in the year 2014 on Financial year 2013

67
(b) The details of all the credit ratings obtained for the issue and the issuer;

Entity Rating Surveilance Rating


Financial Year Rating Date Out Look
Long term Short term
2006 N/A N/A BBB 17/1/2008 Stable
2007 N/A N/A BBB 15/4/2009 Positive
2008 N/A N/A BBB+ 31/03/2010 Stable
2009 N/A N/A BBB+ 23/05/2011 Stable
2010 N/A N/A BBB+ 21/08/2011 Stable
2011 N/A N/A BBB+ 26/12/2012 Stable
2012 N/A N/A BBB+ 12/12/2013 Stable
2014 A ST-3 - 30/06/2015 N/A
2015 A ST-3 - 17/08/2016 N/A
2016 A ST-3 - 01/10/2017 N/A
2017 A ST-2 - 29/07/2018 N/A
2018 A ST-3 - 29/07/2019 N/A
2019 A+ ST-2 - 29/07/2020 N/A
2020 AA- ST-2 - 14/9/2021 Stable
2021 AA- ST-2 - 20/4/2022 Stable
Note: Credit Rating not conducted in the year 2013

(c) The rationale or description of the rating(s) so obtained, as furnished by the credit rating agency(s);

Islami Commercial Insurance Company Limited (ICICL) was incorporated as a public limited company under the
Companies Act, 1994 on October 18, 1999. The company’smain objective is to provide the service of non-life
(general) insurance to clients with maximum area coverage. Currently the company operates through its 37 branches
that are located all across Bangladesh.The head office of ICICL is located at City Center, Level-16, (Own Space),
90/1, Motijheel C/A, Dhaka-1000, Bangladesh.
In FY 2021 the operation of the company was significantly hampered due to lockdown imposed by the Government of
Bangladesh which resulted in a lower gross premium which also resulted in a decrease in net premium. The company
has consistently sustained underwriting loss in fire insurance which caused it to change its strategy and increase
reinsurance in fire insurance which is exhibited by a consistent decrease in risk retention ratio. The company was able
to generate capital gain from its investment which increased the net profit and the net profit margin of the company in
FY 2021. However the company has consistently exceeded allowable expenditure limit of management expense
which is a violation of IDRA’s guideline. The return on investment for the company has increased however it is still
lower than the risk free rate or FDR rate of one year offered by most commercial banks operating in Bangladesh.The
company has continued maintaining a stable solvency margin and has successfully generated BDT 101.08 million
cash in flow from operating activities.
The company is steered by very experienced management with all the top management of the company having above
25 years of experience and was previously employed in the same sector. ECRL views Islami Commercial Insurance
Company Limited outlook as Stable due to stable business setup.
Exhibit 1: Financial Highlights: Islami Commercial Insurance Company Limited

FYE December 2021 2020 2019

Gross Premium (BDT in millions) 521.56 551.97 502.03

Gross Premium Growth (%) (5.51) 9.95 8.46

Net Premium (BDT in millions) 335.21 360.73 347.53

Net Premium Growth (%) (7.10) 3.80 24.64

68
Underwriting Profit (BDT in millions) 69.97 57.13 34.33

Net Profit After Tax (BDT in millions) 57.87 31.25 33.77

Net Profit Margin (%) 17.27 8.66 9.72

Yield on Investment (%) 4.63 0.92 6.00

Loss Ratio (%) 28.86 25.62 17.80

Expense Ratio (%) 70.74 67.63 74.72

Combined Ratio (%) 99.61 93.25 92.52

Risk Retention Ratio (Combined) (%) 64.25 65.35 69.23

Solvency Ratio 1.62 1.74 1.42

CFO (BDT in millions) 101.08 (0.66) (76.79)

CFI (BDT in millions) (22.00) 14.03 1.78

FY2019-FY2021 data extracted from audit report

Impact of COVID 19 in Insurance Sector

With business activities significantly decreasing during COVID 19 pandemic insurance sector was also adversely affected. In order
to understand the situation a research was conducted by Mr. AnamulHaque working as Assistant Professor in department of
Banking and Insurance in University of Chittagong in Bangladesh.

His study titled “THE IMPACT OF COVID-19 ON THE INSURANCE INDUSTRY OF BANGLADESH” was published in the
Indian Journal of Finance and Banking, in that paper he concluded based on date taken from total 20 top life and non-life
insurance companies based on their premium income for the years 2018, 2019, 2020, and the first quarter of 2021 that “By
comparing Covid-19 and non-Covid-19 states, the results show that this pandemic has a significant contribution to the
contraction of the insurance sector. The regression models also signal a negative impact of the Covid-19 pandemic on
Bangladesh's insurance industry. This short-term negative impact is reflected in premium growth, insurance density, and
insurance penetration. The results were statistically significant and robust compared with other measures”.

The insurance sector of Bangladesh rebounded strongly in FY 2021 with total gross premium of life and non-life insurance grew
8.45% year-on-year. On the global front analysis published by Swiss Re Institute predicts that “Insurance profitability should
improve in 2022 after a challenging 2021 as the industry absorbs COVID-19-related claims, above-average catastrophe losses and
high inflation.” In addition “Non-life underwriting profitability should recover from 2022 as insurers internalize expectations of
higher inflation, and rates in commercial lines rise again”.

Details 2021 2020 2019

Gross Premium of Life and Non-Life Insurance (BDT in Crore) 14,392 13,271 13,389

Gross Premium Growth (%) 8.45 (0.88)

Real GDP Growth of Financial and Insurance Activities (%) 5.82 4.72 8.25

Nominal GDPof Financial and Insurance Activities (BDT Billion) 1,153 1,032 933

69
(d) Observations and risk factors as stated in the credit rating report;
Risk is an integral part of insurance business and thus every institution is exposed to risk of different type and magnitude. So, the
prime responsibility of every insurance company is to manage its risk such that its return from business can be maximized.

C. 1. Market Risk
Market risk, also called "systematic risk," cannot be eliminated through diversification, though it can be hedged in other ways.
Sources of market risk include recessions, political turmoil, changes in interest rates, natural disasters, and terrorist attacks etc.
Market risk exists because of price changes. The standard deviation of changes in the prices of stocks, currencies, or commodities is
referred to as price volatility. The company is exposed to this risk as it has significant investment in Capital Market of Bangladesh
as a result the investment yield of the company suffered in FY 2020 due to adverse impact of COVID 19 on capital market of the
country.

C. 2. Enterprise Risk Management


ICICL follows traditional business risk management tool as a non-life (general) insurance companies of Bangladesh. Insurance
companies are now very active at identifying, measuring, monitoring and controlling their risks. Insurance industry is becoming
very competitive as the number of insurance companies increased.The company does not have any Underwriting Manual rather it
follows common practice, rules and guidelines as framed by the regulatory authority. This exposes the company to enterprise risk.

C. 3. Industry Risk
The role of insurance in managing risks in an economy cannot be overstated. On a micro scale, it safeguards households and
companies from a myriad of risks. On a larger scale, it reduces the financial burden on a government and creates a stable
environment in which businesses can thrive and succeed.

Future growth and profitability of non-life insurance companies directly gets impacted by the growth of the industry it operates in.
In most cases growth of the company largely depends on growth in imports, exports, prospects of industrialization and
investments, as it contributes to the edge of risks and banking transaction which are backed by the company. Number of products
and operational innovations may also increase the competition among the competitors which may reduce the profitability of the
company. Overall macro-economic slowdown resulting from change of government price hike in the global market and successive
devastating natural calamities impacts the industry.

C. 4. Interest Rate Risk


The interest rate has a notable impact on insurance companies. Usually general insurance companies have significant amount of
liquid investment and the investment kept in the form of FDR. The FDR interest is one of the main income of the company. As the
government has introduced interest rate cap on financial institution therefore deposit rate is lower than previous and decrease of
interest rate had an impact on the income of the company.
C. 5. Legal & Compliance Risk
The company keeps deposits with also private commercial banks in order to capture more clients; in addition the Sharia board
does not oversee the investment decisions of the company in the Capital market or in FDR. At present there is no detailed
guideline for operating as Islamic Insurance however in future if stricter guidelines are implemented the company may face
difficulty in retaining its current market share.
The company is not also in compliance with SRO 280-Law/2018 issued by IRDA which has a prescribed limit of management
expense. The company has consistently incurred higher management expense compared to the prescribed limit over past three
years.
C. 6. Under Subscription Risk
In order to increase its compliance the company is opting of initial public offering for increasing its paid up capital over BDT
400.00 million. However if the issue is undersubscribed then the company may fail to raise adequate capital for meeting regulatory
compliance. In order to counter this risk the company has opted to appoint underwriters to underwrite the issue on a firm
commitment basis. At the time of writing this report the agreements with the underwriter and the amount to be underwritten was
not finalized.
C. 7. Fund Utilization Risk
76.00% of the fund to be raised from IPO will be used in investment in FDR and Treasury bond, while 20.00% will be used in
investment in capital market and the remaining 4.00% will be used to meet IPO expenses. This indicates that 20% of the IPO funds
will be used to investment risky volatile assets in which the company already has a track record of incurring loss in recent times as
it incurred capital loss of BDT 7.93 million FY 2020.

70
D.FINANCIAL RISK ANALYSIS
The rating process was based on qualitative aspects which are based on the company‟s policies in relation with the operating
strategies, financial leverage and ultimate financial goals of the companies. For analysing the overall financial risk, ECRL
considered the following aspects of ICICL; Growth analysis, Underwriting performance, Claim management, Management
expense, Operating performance, Investment, Liquidity, Reserve adequacy, Capital adequacy, Financial flexibility, Solvency
margin and Reinsurance utilization. Detailed analysis is presented in the analysis part given below:

D.1. Revenue Growth


Exhibit 7: Profitability: Islami Commercial Insurance Company Limited

FYE : December 2021 2020 2019

Gross Premium (BDT in millions) 521.56 551.97 502.03

Gross Premium Growth (%) (5.51) 9.95 8.46

Net Premium (BDT in millions) 335.12 360.73 347.53

Net Premium Growth (%) (7.10) 3.80 24.64

FY2019-FY2021 data extracted from audit report

D.1.1 Segregation of Revenue


Exhibit 8: Segregation of Premium: Islami Commercial Insurance Company Limited (BDT in millions)

Segregation of Gross Premium

2021 2020
FYE: December
Amount Growth (%) Amount Growth (%)

Fire Insurance 180.51 (17.76) 219.49 4.08

Marine Cargo Insurance 191.21 2.78 186.04 17.72

Marine Hull Insurance 13.64 25.14 10.90 45.59

Motor Insurance 39.11 (41.67) 67.05 (6.75)

Miscellaneous Insurance 97.09 41.77 68.49 27.49

Segregation of Net Premium

2021 2020
FYE: December
Amount Growth (%) Amount Growth (%)

Fire Insurance 87.69 (19.08) 108.37 1.01

Marine Cargo Insurance 166.53 7.53 154.87 13.55

Marine Hull Insurance 7.97 7.38 7.43 57.71

Motor Insurance 37.85 (41.39) 64.59 (9.34)

Miscellaneous Insurance 35.07 37.64 25.48 (8.68)

FY2020-FY2021 data extracted from audit report

71
As per the financials Gross premium of the company has dropped to BDT 521.56 million in FY 2021 witnessing a fall of 5.51% in
premium basket during the period. It is seen that in the last year FY2021 the company‟s growth in premium slummed compared to
FY2019-2020. As shown in the above the company has five business lines. But as the overall dynamics of ICICL dictates the fire and
marine insurance lines are the most dominating revenue line of the business.
Detailed analysis shows that the growth rate of marine cargo insurance gross premium which is the largest contributor to Gross
Premium (36.66% of total gross premium) has increased in FY 2021. However, negative growth rate of fire insurance gross
premium, motor insurance gross premium and lower growthin Marine Hull Insurance has influenced the negative growth rate of
the gross premium in FY 2021 compared to previous year growth rate.
The Marine Cargo Insurance net premium represents majority portion of Net Premium of the company BDT 166.53 million in
FY2021(49.69% of total Net Premium) which was BDT 154.87 million in the last year, Net Premium farther divides inFire Insurance
contribution BDT 87.69 million (26.19% in total Net Premium), Marine Hull Insurance BDT 7.97 million (2.37% in total Net
Premium), Motor Insurance (11.29% of Net Premium) and Miscellaneous Insurance BDT 35.07 million (10.46% in total Net
Premium). Moreover, the Net Premium of the Motor Insurance has fallen in FY2021 compared to the previous year. It has been
observed that the growth in Net Premium yielding a slightly lower than last year which standing at BDT 335.12 millionin FY2021.

D.2. Operating Performance


Exhibit 9: Profitability: Islami Commercial Insurance Company Limited

FYE : December 2021 2020 2019

Underwriting Profit (BDT in millions) 69.97 57.13 34.33

Underwriting Profit Growth (%) 22.47 66.41 -

Net Profit After Tax (BDT in millions) 57.87 31.25 33.77

Net Profit Margin (%) 17.27 8.66 9.72

Allowable Management expense (%) 190.43 170.84 159.56

Actual Management expense (BDT in millions) 237.08 180.53 184.37

Excess or (Less) Management Expenses (BDT in millions) 46.65 9.68 24.81

Return on Asset (%) 5.63 3.25 3.52

Return on Equity (%) 9.42 5.43 6.12

FY2019-FY2021 data extracted from audit report

Underwriting and investment activities are two primary operations of an insurer through which they generate a major portion of
their income. Financial components like management expenditure, reinsurance amount etc directly impact an insurer‟s under
writing profit. Agency commission, claim, related expenses of individual business lines are the prime cost to realize the
underwriting profits of each of the business sector. Regulatory policies require agency commission to be 15% of each business unit
which was compiled by the insurer.
Detailed examination revealed that underwriting profit was generated in the marine cargo insurance was the major contributor to
the total underwriting profit and with fire and marine hull making underwriting loss in consecutive years have resulted in
generation BDT 69.97 million total underwriting profit even though the marine cargo generated BDT 76.51 million in FY 2021. Fire
insurance has become more and more risky over the years as a result the company opted for increased reinsurance over the years
which coupled with higher claim incurrence in fire insurance has dampened the underwriting profit.
Management expenditure is one of the core areas of assessing the financial performance of an insurance company. It mainly
consists of various direct cost associated with the running of the operation. As per Section 63 of Insurance Act 2010 (Previous

72
Section 40C of Insurance Act 1938 Insurance Rules 1958), each company has to maintain the management expenses within the
allowable limit which is assessed based on the scale of its operation.
In FY 2021 actual management expenditure incurred by ICICL was BDT 237.08 million which is BDT 46.65 million higher than the
allowed limit.

D.3. Quality of Underwriting Profit


Exhibit 10: Underwriting Process and Quality: Islami Commercial Insurance Company Limited
FYE: December 2021 2020 2019

Loss Ratio (%)(Considering Net Claim Incurred) 28.86 25.62 17.80

Fire Insurance 87.71 63.88 43.47

Marine Cargo Insurance 4.12 3.30 1.20

Marine Hull Insurance 21.94 21.12 11.88

Motor Insurance 36.34 18.71 17.29

Miscellaneous Insurance (7.30) 17.43 2.64

Expense Ratio (%) 70.74 67.63 74.72

Combined Ratio (%) 99.61 93.25 92.52

FY2019-FY2021 data extracted from audit report

As per the provided financial information and after correspondence with the management its observed that claims being paid out
by ICICL has increased notably in order to gain consumer confidence and great a brand image thus ensuring a sustainable growth.
Such a stance seemed to have an adverse impact on the growth rate of the premium being earned in the short run. Hence collective
effect of this can be seem in the rising loss ratio of the insurance company which rose to 28.86% in FY 2021 from 25.62% in FY 2020.
In addition, individually the fire, marine cargo, marine hull and motorhave incurred increase in loss ratio.
As per management‟s correspondence total number of claim was higher on the other hand net premium growth was lower in FY
2021 compared to previous year which has caused the loss ratio increased. On the other hand, ICICL increased its management
expenses in FY 2021. Favorable impact of this can be seen on the lifting expense ratio in FY 2021 which was 67.63% in FY 2020. The
combined ratio is essential when it comes to gauging an insurer's discipline in operating and underwriting, so insurance investors
and management requires good track on the ratio.

D.4. Claim Management


The company follows company policy and guidelines to attend any claim lodged by their valued clients. A claim management
team is exclusively engaged for the section along with claim committee for claim settlement approval. As per rules the claim must
be approved or settled on its claim merit within 90 days of claim registered or last submitting of the required documents.
Exhibit 11: Claim performance: Islami Commercial Insurance Company Limited (BDT in millions)
FYE: December 2021 2020 2019

Opening Claims outstanding 44.92 50.63 38.44

Claims For The Period 96.72 92.43 61.88

Total Claims 141.64 143.06 100.31

Claims Paid during the Year 102.17 98.14 49.69

Claims Paid as % of Total Claims 72.13 68.60 49.53

73
Closing Claims Outstanding 39.47 44.92 50.63

Closing Claims Outstanding (%) 27.87 31.40 50.47

FY2019-FY2021 data extracted from audit report

Exhibit 12: Net Claim: Islami Commercial Insurance Company Limited (BDT in millions)

Segregation of Net Claim

FYE: December 2021 2020 2019

Amount Growth (%) Amount Growth Amount Growth (%)

(%)

Fire Insurance 76.91 11.11 69.22 48.44 46.63 (28.33)

Marine Cargo Insurance 6.86 34.35 5.11 212.96 1.63 (117.54)

Marine Hull Insurance 1.75 11.56 1.57 180.49 0.56 -

Motor Insurance 13.76 13.84 12.08 (1.88) 12.31 82.45

Miscellaneous Insurance (2.56) (157.63) 4.44 502.46 0.74 44.59

Total 96.72 4.65 92.43 49.37 61.88 (1.81)

In an effort to establish a superior brand image and a positive public perception the company the entity in discussion is working
tirelessly to increase the efficiency of its claim settlement division. Favorable impact of this can be seen in the rising number of
claims settled in the recent year.
In FY 2021 out of 323 total claims 140 claims were settled while in FY 2020 the settlement number was 170 claims out of total claims
of 363 claims. Claims paid as a % of total claims increased to 72.13% in FY 2021 as opposed to 68.60% in the preceding year.
During the period total claims stood at BDT 141.64 million which was BDT 143.05 million in the FY 2020wherenet claims growth
made under fire business has been fallen from last year thoughall other claims likeMarine Hull Insurance, Marine Cargo Insurance
and Motor business has been on the rise. However by the end of this period 27.87% of the claim outstanding which seems to
putting the revised operational strategy aside.

D.5. Investments and Solvency Margin


Exhibit 13: Investment performance: Islami Commercial Insurance Company Limited

FYE: December 2021 2020 2019

Yield on Investment (%) 4.63 0.92 6.00

Required Investment (BDT in millions) 433.83 369.19 386.02

Actual Investment (BDT in millions) 703.37 643.36 547.93

Solvency Ratio (x) 1.62 1.74 1.42

FY2019-FY2021 data extracted from audit report

The investment income compares the income that an insurance company brings in from its investment activities rather than its
operations. It is used to determine the profitability of an insurance company's investments. Carrying out strategic investment in
order to ensure maximum return against the premium earned is generally the core concern of an insurer since its one of the major
source of revenue.

74
However despite of increasing its overall investment portfolio by 9.33% the total income generated was not as high as expected.
The investment yield of the company stood at 4.63% which is lower than the risk free return.

D.6. Liquidity and Cash Flow Analysis


Exhibit 14: Selected Indicators: Islami Commercial Insurance Company Limited

FYE: December 2021 2020 2019

Current Ratio (Times) 2.23 2.62 2.24

Current Asset/ Net Claim (Times) 7.17 6.51 9.19

Cash &Cash Equivalent/ Total Assets (%) 32.62 30.61 34.70

CFO (BDT in million) 101.08 (0.66) (76.79)

CFI (BDT in million) (22.00) 14.03 1.78

FY2019-FY2021 data extracted from audit report

According to the audited financial statements, ICICL„s liquidity condition contraction recently in FY 2021. Due to higher rate of
increase in current liabilities compared to current assets volume the company‟s liquidity position decreased in reviewed year.
However, the company‟s current assets ability to meet net claims increased and stood at 7.17 times in FY 2021 which is higherthan
FY 2020. In FY 2021 the company‟s cash and cash equivalent assets become 32.62% of total assets with its operating cash flow
standing at BDT 101.08 million.The company has failed to generate cash inflow from investing activities in FY 2021.

D.7. Capital Adequacy and Reserve Adequacy


Exhibit 15: Equity position and its composition (Amount BDT in Millions)

FYE: December 2021 2020 2019

Authorized Capital 1,000.00 1,000.00 750.00

Paid Up Capital 303.92 303.92 295.06

Reserve for Exceptional Losses 152.05 138.64 133.64

Retained Earnings 35.32 35.62 12.27

Shareholders' Equity 636.99 591.14 559.89

Capital Maintenance Ratio (%) 76.75 76.55 74.14

Equity on Total Assets (%) 58.60 60.97 58.66

Reserve for Exceptional Losses/ Net Premium (%) 4.00 1.39 0.86

Reserve for Exceptional Losses/ Net Claim (%) 13.86 5.41 4.85

FY2019-FY2021 data extracted from audit report

The Insurance Act 2010 of Bangladesh states that all non-life insurance companies registered in Bangladesh must have a minimum
paid up capital of BDT 400.00 million, the sponsors and directors must jointly hold at least 60% shares of the paid-up capital of
every company. According to ACT, the companies failed to comply with, as a result the company has opted to go for IPO in order
to fill in the extra capital.
Retained earnings reported a marginal drop to BDT 35.32 million while equity to asset ratio subsequently dropped to 58.60% in the
year of review due to a faster growth in the company‟s asset. In addition, in FY 2021 the company also paid BDT 21.27 million
cash dividend payment to its shareholders. Apart from thatthe company reserve for exceptional loss increased to BDT 152.05
million from BDT 138.64 million in FY 2020.
75
D.8. Financial flexibility
ICICL hasn‟t taken any overdraft and bank facility limit to meet up its short term obligations. But the company has fixed deposit
with various banks to meet emergency finance.

D.9. Re-insurer, Retention Capacity, Treaty limit and Reinsurance Utilization


The company has reinsurance arrangement with SadharanBima Corporation (SBC) for both treaty and facultative. After
establishment of private Insurance Companies in the year 1985 in Bangladesh, Government authorized SadharanBima Corporation
to accept 100% reinsurance of private insurance companies. In respect of reinsurance, the Insurance Corporation (Amendment) Act
1990 provides that fifty percent of a company‟s reinsurance business must be placed with the SBC and remaining fifty percent may
be reinsured either with SBC or with any other insurer in Bangladesh or abroad.
ICICL‟s main reinsurer is SadharanBima Corporation in Bangladesh (100%). The company‟s re-insurance department is engaged in
look after the reinsurance interest on the issued documents as per treaty condition. This department prepares quarterly bordereaux
for onward transmissions to re-insurers where risks are shifted to the reinsurer are clearly laid down. Based on the claim emanate
out of the ceding risk, the department approaches the re-insurer for its recovery.
Depending on the financial strength, underwriting expertise etc. every year SadharanBima Corporation (SBC) revises the retention
& surplus treaty limit of all private non-life insurance companies in Bangladesh. ICICL‟s reinsurance agreement limits of major
sectors with SBC for the 2021/22are as follows, detail information as per renewed agreement.
1. Fire Business Account: For the year 2021/22 retention limit is BDT 10.00 million. Treaty limits on surplus is BDT 500.00
million (line limit 50).
2. Marine Cargo Business Account (Surplus Treaty): Retention limit is BDT 2.00 million for each line of 25 lines.
3. Motor Business Account: Maximum amount protected by SBC is BDT 1.00 million in excess of BDT 0.50 million any one loss
or series of losses arising out of one event.
4. Miscellaneous Business Account (Accident Surplus Treaty): In this segment of insurance, retention and treaty limit are
allocated based on (a) all classes (Retention: BDT 1.00 million; Treaty: BDT 10.00 million) (b) Personal Accident (any one):
(Retention: BDT 0.20 million; Treaty limit: BDT 1.00 million) and (c) Personal Accident (accumulation): (Retention: BDT 1.00
million; Treaty: BDT 10.00 million).
Exhibit 16: Class-wise Risk Retention ratio of Islami Commercial Insurance Company Limited

FYE: December 2021 2020 2019

Risk Retention Ratio (Combined) (%) 64.25 65.35 69.23

Fire Insurance 48.58 49.37 50.88

Marine Cargo Insurance 87.10 83.24 86.30

Marine Hull Insurance 58.48 68.15 62.91

Motor Insurance 96.78 96.33 99.08

Miscellaneous Insurance 36.12 37.20 51.94

FY2019-FY2021 data extracted from audit report

As per ECRL‟s observation the risk taking attitude of the company is changing slowly the company is becoming risk averse which
is exhibited by 64.25% risk retention in FY 2021 compared to 2020 when it was retaining 65.35%. The risk retention ratio is the
representation of the amount of risk an insurer retains to itself while reinsuring the rest. In other words it is the true representation
of the approach of the organizations management teams in running the business and managing its risk. Usually high retention
level signals inadequate reinsurance while low ratio hampers profitability.
As per the provided data ICICL retained most of the risk in motor insurance business as represented by the retention rate of
96.78%. Favorable impact of this can be seen in the rise of this sectors contribution in the net premium earned by ICICL.
Subsequently the company retained high risk in areas like Fire, Marine Cargo and marine insurance business. It is observed that,
the company retains significant risk in Marine Cargo Insurance which is the major contributor of company‟s net premium. In

76
addition, the high-risk retention is the main derivative to increase profitability. Risk Retention ratio also designates that the
company is retaining more risk to its griddle; the reason behind this high-risk retention is to increase its profitability.
(vii) Following details of underwriting:

(a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail addresses of the underwriters and the
amount underwritten by them;

Name of Telephone and Amount


Sl Address Contact person E-mail (%)
underwriters fax number underwritten
Mr. Khandakar
"Kazi Heritage" Shahed Royhan
Tel: + (8802)
Asian Tiger Capital (3rd Floor) shahed.royhan@at-
222298439
1. Partners House # 49, Vice President 2,000,000 2.82%
Fax: + (8802) capital.com
Investments Limited Block # Capital Markets
222298439
H,Banani -11, and Corporate
Dhaka -1213. Advisory
Mr. Md. Ifteqar
Tel: +88- 02-
Kazi Tower (5th Islam
48313136
EC Securities Floor), 86, Naya
2. [email protected] 2,000,000 2.82%
Limited Palton, Dhaka- Senior
Fax: +88- 02- m
1000 Reconciliation
48313638
Officer
Tel: +880-2-
1, Paribagh, Mr. Parvez
223360506,
Mymensingh Morshed
GSP Investments
3. Road, Dhaka- Chowdhury parvez@gsp- 2,000,000 2.82%
Limited Fax: +880-2-
1000 investments.com
223360194
Bangladesh. CEO
Green Delta
Tel:+8801611389 Mr. kazi Ahmed
AIMS Tower 51-
205 Sabihuzzaman
Green Delta Capital 52 Mohakhali
4. s.zaman@greendelta 2,000,000 2.82%
Limited C/A, Dhaka -
Fax : +88 02 Director- Finance capital.com
1212
9898227 and Accounts
Bangladesh
Green City Tel: +88-02- Mr. Asit Kumar
Edge , 5th & 6th 8300555 , .
13. ICB Capital Chakravorty
Floor, [email protected]
12. 5. Management 2,000,000 2.82%
89,kakrail,
Limited Fax: +88-02- Managing
Dhaka- 1000,
8300396 Director
Bangladesh
PFI Tower (3rd Tel:+88-02- Mr. Mohammad
IIDFC Capital Floor), 56-57, 9514637-8 Saleh Ahmed
6. Limited Dilkusha C.A. [email protected] 2,000,000 2.82%
Dhaka- 1000, Fax: +88-02- Chief Executive
Bangladesh 9514641 officer
Miah Mr. Mohammad
Tel:+88-02-
Amanullah Abdur Rahim
Islami Bank Capital 47120793
Bhaban (5th FCA
7. Management [email protected] 2,000,000 2.82%
Floor), 63
Limited Fax: +88-02-
Dilkusha C.A, Managing
47120625
Dhaka-1000 Director & CEO
Assurance Tel: +88-02- Mr. Iftekhar E-mail:
Nazir Tower 55034853 Alam info@lankabangla-
14. LankaBangla (Level-08), 65/B
8. investments.com 2,000,000 2.82%
Investments Limited Kemal Ataturk
Fax: +88-02- Chief Executive
Avenue, Banani,
55034856 officer
Dhaka-1213.

77
PFI Tower Tel: +88-02-
Prime Finance Mr. Mohammad
(7thFloor) 223354933 E-mail:
Capital Rajibul Islam
9. 56-57 Dilkusha [email protected] 46,913,870 66%
Management Head of Public
C/A, Dhaka- Fax: +88-02- m
Limited Issue
1000 9584922
Shanta Western
Tower, Level-03
Phone: +88-02-
186 Bir Uttam 9585984 Mr. Rubayet-E- E-mail:
Shanta Equity Mir Shawkat
10. Ferdous rubayet@shantaequi 2,000,000 2.82%
Limited Sarak Fax: +88-02- Chief Executive ty.net
Tejgaon, Dhaka 9585985 Officer
-1208
Rupayan Trade
Air Cdre (Retd)
Center (10th
Southeast Bank Phone: +88-02- Md Abu Bakar,
Floor) , 114 Kazi E-mail:
Capital Market 41032196-97 FCA
11. Nazrul Islam [email protected] 2,000,000 2.82%
Services Limited
Avenue, m
Fax: N/A Managing
Banglamotor ,
Director
Dhaka
2, D. I. T.
Mr. Abu Nayeem
Avenue Tel: +88-02- E-Mail:
SBL Capital Md. Ibrahim
(Extension) 3rd 223355960 [email protected]
12. Management 2,000,000 2.82%
Floor, Motijheel Fax:+88-02- m
Limited Managing
C/A Dhaka – 223355985
Director
1000
Mr. Salamul Latif
Noor Tower, Tel: +88-02-
Choudhury
UniCap Investments (4th Floor) 73 9632161 mailbox@unicap-
13. 2,000,000 2.82%
Limited Sonargaon Road, Fax: +88-02-
Chief Executive
investment.com
Dhaka-120 9632163
Officer
Total amount to be underwritten 70,913,870 100%

(b) Declaration by the underwriters that they have sufficient resources as per the regulatory requirements to discharge their
respective obligations;

We the underwriters have sufficient resources as per the regulatory requirements to discharge our respective obligations.

For Underwriters

Sd/-

Managing Director/Chief Executive Officer


1. Asian Tiger Capital Partners Bangladesh Limited
2. EC Securities Limited
3. GSP Investment Limited
4. Green Delta Capital Limited
5. ICB Capital Management Limited
6. Islami Bank Capital Management Limited
7. IIDFC Capital Limited
8. LankaBangla Investment Limited
9. Prime Finance Capital Management Limited
10. SBL Capital Management Limited
11. Shanta Equity Limited
12. Southeast Bank Capital Market Services Limited
13. Union Capital Limited

78
(c) Major terms and conditions of the underwriting agreements.
(i) The Company has already issued 3,0391,660 Ordinary Shares of Tk. 10 each totalling to Tk. 303,916,600 The Company has now
decided to issue 20,261,106 Ordinary Shares of Tk. 10 each at par totalling to Tk. 202,611,060 as Initial Public Offer (IPO) subject to
approval of regulatory authority.

(ii) As per guideline of Bangladesh Securities and Exchange Commission, 35% of the IPO, i.e. 7,091,387 nos. share @Tk 10 per share
Total Tk. 70,913,870 shall have to be underwritten by the underwriters on firm commitment basis.

(iii) If and to the extent that the shares are offered to the public by a prospectus authorised hereunder shall not have been
subscribed and paid for in cash in full by the closing date of subscription, the Company shall within 10 (Ten) days of the closure of
subscription call upon the underwriter in writing with a copy of the said writing to the Bangladesh Securities and Exchange
Commission, to subscribe or procure subscriber to subscribe the shares not subscribed within the closing date and to pay for in cash
in full, inclusive of any premium if applicable, for such unsubscribed shares within 15 (Fifteen) days after being called upon to do
so. The received amount shall be credited in the share subscription account of the Company within the said period. If payment is
made by Cheque/Bank Draft by the underwriter it will be deemed that the underwriter has not fulfilled his obligation towards the
underwriting commitment under this Agreement, until such time as the Cheque/Bank Draft has been encashed and the Company‟s
share subscription account credited. 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.
(iv) The Company shall pay to the underwriter an underwriting commission at the rate of 0.50% of the value of the amount of
shares hereby agreed to be underwritten by it.
(c) Capital Structure:
(i) Authorized, issued, subscribed and paid up capital (number and class of securities, allotment dates, nominal price, issue
price and form of consideration);

Authorized capital
The authorized capital of the Company as on 31 December 2021 is BDT 1,000,000,000, divided by 100,000,000 ordinary shares of face
value of Tk. 10 each.
Issued, Subscribed and paid-up capital
The paid up capital of the Company as on 31 December 2021 is BDT 303,916,600 divided by 3,0391,660 ordinary shares of face value
of Tk. 10 each which has been raised in the following chronology:
Number of share
Class of Nominal Issue Form of
Sl. @ BDT 100 @ BDT 10 Allotment date Amount in
Share Price Price Consideration
per share per share Taka
Issued & fully paid up capital
Ordinary
1 600,000 - (Taka) as per memorandum as 100 100 60,000,000 Cash
Share
on 18 October 1999
Ordinary 1st allotment as on 24 September
2 450,000 - 100 100 45,000,000 Bonus shares
Share 2011
Ordinary 2ndallotment as on 30 September
3 210,000 - 100 100 21,000,000 Bonus shares
Share 2012
Ordinary 3rdallotment as on 20 October
4 252,000 - 100 100 25,200,000 Bonus shares
Share 2013
Ordinary 4thallotment as on 11 February
5 302,400 - 100 100 30,240,000 Bonus shares
Share 2015
Ordinary 5th allotment as on 24 January
6 362,880 - 100 100 36,288,000 Bonus shares
Share 2016
Ordinary 6th allotment as on 03 January
7 261,273 - 100 100 26,127,300 Bonus shares
Share 2017
Ordinary 7th allotment as on 18 February
8 243,855 - 100 100 24,385,500 Bonus shares
Share 2018
Ordinary
9 268,240 - 8th allotment as on 28 April 2019 100 100 26,824,000 Bonus shares
Share
Ordinary 9th allotment as on 27 October
10 88,518 - 100 100 8,851,800 Bonus shares
Share 2020
Ordinary 303,916,600
Total 3,039,166 - - 100 100 -
Share

79
* The face value of shares was denominated from Tk. 100 per share to Tk. 10 per share vide special resolution was passed on 30 September 2020 in the extra
ordinary general meeting by the shareholders of the Company and the subsequently which was passed in RJSC on 14 June 2021.

(ii) Size of the present issue, with break-up (number of securities, description, nominal value and issue amount);
Total fund to be raised through IPO

Number of securities Description Nominal value (Taka) Issue amount (Taka)


20,261,106 ordinary be issued at par
20,261,106 10.00 202,611,060
through IPO*
*Subject to approval of regulatory authority
(iii) Paid up capital before and after the present issue, after conversion of convertible instruments (if any) and share premium
account (before and after the issue);
Proposed capital structure after IPO
Particulars No. of shares Price per share Amount in BDT
Before the present issue 3,039,166 10 30,391,660
a. Paid up capital
After the Issue 50,652,766 10 506,527,660
Before the present issue
b. Premium amount N/A
After the Issue
*Subject to approval of regulatory authority
Convertible instrument
The Companyhas no outstanding convertible instruments as on the date of this prospectus.

(iv)Category-wise shareholding structure with percentage before and after the present issue and after conversion of convertible
instruments (if any);
As on date, the Company has only issued 30,391,660 ordinary shares of Tk. 10 each. The Board of Directors of the Company
decided to issue 20,261,107 ordinary shares @ Tk. 10 each at par subject to approval of the regulatory authorities. Shareholding
categories before and after the IPO is described below:

Sl. Category of Shareholding Before the present IPO After the present Issue
No Issue
No. of % No. of % No. of Share %
Share Share
1 Sponsor Directors 5,918,830 19.47 % - 5,918,830 11.69 %
2 Sponsor Shareholder 10,199,690 33.56% - 10,199,690 20.13 %
3 Other shareholders by way of transfer 14,273,140 - 14,273,140 28.18 %
46.96%
before IPO
Before IPO total (a) 30,391,660 100% - 60%
4 IPO no. of share (b) - - 20,261,106 40%
5 After IPO no. of share (a+b) - - 50,652,766 100%

IPO distribution
1 Employee and Others (15% of IPO) - - 3,039,166 15% 3,039,166 6%
2 Rest 85% shall be distributed as follows
2.a -Eligible Investors (EI) (25% of rest of - - 4,305,485 21% 4,305,485 8.50%
IPO) [Note-1]
2.b -General Public (GP) (75% of rest of - - 12,916,455 64% 12,916,455 25.50%
IPO) [Note-2]
Total 20,261,106 100% 40%

Note-1:
1 Eligible Investors (EI) (25% of rest of - -
IPO after deduct employee quota)
which includes:
2 A. Other EIs including CIS (20%) - - 3,444,388 17% 3,444,388 6.80%
3 B. Mutual Fund (5%) which includes:-
a) Mutual Fund (4%) - - 688,878 3% 688,878 1.36%
80
b) Asset Manager of Exchange - -
172,219 1% 172,219
Traded Fund (1%) 0.34%
Total - - 4,305,485 21% 4,305,485 8.50%

Note-2:
1 General Public (GP) (75% of rest of IPO after deduct employee quota) which includes:
2 a. Others (70%) - - 12,055,358 60% 12,055,358 23.80%
b. b. NRB (5%) - - 861,097 4% 861,097 1.70%
Total - - 64% 25.50%

*Note: Subject to approval of Regulatory Authority


Convertible instrument
The Company has no outstanding convertible instruments as on the date of this Prospectus.
(v) Where shares have been issued for consideration in other than cash at any point of time, details in a separate table,
indicating the date of issue, persons to whom those are issued, relationship with the issuer, issue price, consideration and
valuation thereof, reasons for the issue and whether any benefits have been accrued to the issuer out of the issue;

Whether
any
benefits
Issue Consideration
Sl Date of Issue Person to whom those Number of Relationship Reasons for have been
Price and valuation
are issued Shares with Issuer the issue accrued to
* therof
the issuer
out of the
issue
Name 100 Bonus Share To The Issuer
at face values Distribiute has get
1 1st allotment as Mrs. Nargis Akhter 26,250 Sponsor accumulated benefit
2 on 24 Mr. Md. Abu Bakar 60,000 Sponsor Director profit through re
September 2011 Siddique investment
3 Mrs. Habibun Nahar 3,750 Sponsor of
shareholder distributabl
e profit and
4 Mrs Nigar Sultana 30,000 Sponsor Director paid up
capital has
5 Mr. M.G. Faruk 30,000 Sponsor Director
been
6 Mrs Shirin Akhter 37,500 Shareholder increased.
Director
7 Mr. Md. Anwar Hossain 45,000 Sponsor No other
benefits
8 Mr. Sk. Salahuddin 11,250 Sponsor have been
shareholder accrued to
9 Mrs. Nusrat Jahan (Tania) 7,500 Shareholder the issurer
Director out of the
10 Mrs. Israt Jahan 7,500 Shareholder issue
Director
11 Al-Haj Mohammad 37,500 Shareholder
Yahya Director
12 Mrs. Shahida Anowar 45,000 Shareholder
Chairman
13 Mr.M Kamal Uddin 3,750 Shareholder
Chowdhury
14 Mr.Md.Rezaul Karim 37,500 Shareholder

15 Mr.Md.Ashik Hossain 45,000 Shareholder


Director
16 Mr. Niaz Ahmed 22,500 Sponsor
shareholder
Total 450,000

1 2ndallotment Mr. M.G. Faruk 14,000 Sponsor Director 100 Bonus Share To The Issuer

81
2 as on 30 Mrs Shirin Akhter 17,500 Shareholder at face values Distribiute has get
September 2012 Director accumulated benefit
profit through re
3 Mr. Sk. Salahuddin 5,250 Sponsor investment
shareholder of
4 Mrs. Nargis Akhter 12,250 Sponsor distributabl
e profit and
5 Mr. Md. Abu Bakar 28,000 Sponsor Director paid up
Siddique capital has
6 Mrs. Habibun Nahar 1,750 Sponsor been
shareholder increased.N
o other
7 Mr. Md. Anwar Hossain 21,000 Sponsor benefits
8 Mrs Nigar Sultana 14,000 Sponsor Director have been
accrued to
9 Mrs. Nusrat Jahan (Tania) 3,500 Shareholder the issurer
Director out of the
issue
10 Mrs. Israt Jahan 3,500 Shareholder
Director

11 Al-Haj Mohammad 17,500 Shareholder


Yahya Director

12 Mr.Md.Ashik Hossain 21,000 Shareholder


Director

13 Mrs. Shahida Anowar 21,000 Shareholder


Chairman

14 Mr.M Kamal Uddin 1,750 Shareholder


Chowdhury
15 Mr.Md.Rezaul Karim 17,500 Shareholder

16 Mr. Niaz Ahmed 10,500 Sponsor


shareholder

Total 210,000

1 3rdallotment as Mrs Nigar Sultana 16,800 Sponsor Director 100 Bonus Share To The Issuer
on 20 October at face values Distribiute has get
2 Mrs. Nargis Akhter 14,700 Sponsor accumulated benefit
2013
3 Mr. Md. Abu Bakar 33,600 Sponsor Director profit through re
Siddique investment
4 Mr. Sk. Salahuddin 6,300 Sponsor of
shareholder distributabl
e profit and
5 Mrs. Habibun Nahar 2,100 Sponsor paid up
shareholder capital has
been
6 Mr. Niaz Ahmed 12,600 Sponsor increased.N
shareholder o other
7 Mr. M.G. Faruk 16,800 Sponsor Director benefits
have been
8 Mr. Md. Anwar Hossain 25,200 Sponsor accrued to
the issurer
9 Al-Haj Mohammad 21,000 Shareholder
out of the
Yahya Director
issue
10 Mrs. Shahida Anowar 25,200 Shareholder
Chairman

11 Mr.M Kamal Uddin 2,100 Shareholder


Chowdhury
12 Mr.Md.Rezaul Karim 21,000 Shareholder

13 Mrs. Israt Jahan 4,200 Shareholder


Director

14 Mrs. Nusrat Jahan (Tania) 4,200 Shareholder


Director

82
15 Mrs Shirin Akhter 21,000 Shareholder
Director

16 Mr.Md.Ashik Hossain 25,200 Shareholder


Director

Total 252,000

1 4thallotment as Mrs. Israt Jahan 5,040 Shareholder 100 Bonus Share To The Issuer
on 11 February Director at face values Distribiute has get
2015 accumulated benefit
2 Mr. Md. Anwar Hossain 30,240 Sponsor profit through re
3 Mr. Sk. Salahuddin 7,560 Sponsor investment
shareholder of
distributabl
4 Al-Haj Mohammad 25,200 Shareholder e profit and
Yahya Director paid up
capital has
5 Mr. Md. Abu Bakar 40,320 Sponsor Director been
Siddique increased.N
6 Mr. Niaz Ahmed 15,120 Sponsor o other
shareholder benefits
7 Mr. M.G. Faruk 20,160 Sponsor Director have been
accrued to
8 Mrs. Shahida Anowar 30,240 Shareholder the issurer
Chairman out of the
issue
9 Mr.Md.Ashik Hossain 30,240 Shareholder
Director

10 Mrs. Nargis Akhter 17,640 Sponsor

11 Mrs. Habibun Nahar 2,520 Sponsor


shareholder

12 Mr.M Kamal Uddin 2,520 Shareholder


Chowdhury
13 Mr.Md.Rezaul Karim 25,200 Shareholder

14 Mrs Nigar Sultana 20,160 Sponsor Director

15 Mrs. Nusrat Jahan (Tania) 5,040 Shareholder


Director

16 Mrs Shirin Akhter 25,200 Shareholder


Director

Total 302,400

1 5th allotment as Mrs Nigar Sultana 24,192 Sponsor Director 100 Bonus Share To The Issuer
on 24 January at face values Distribiute has get
2 Mrs. Shahida Anowar 36,288 Shareholder accumulated benefit
2016 Chairman profit through re
3 Mr. M.G. Faruk 24,192 Sponsor Director investment
of
4 Mr. Niaz Ahmed 18,144 Sponsor distributabl
shareholder e profit and
paid up
5 Mr. Md. Abu Bakar 48,384 Sponsor Director
capital has
Siddique
been
6 Al-Haj Mohammad 30,240 Shareholder
increased.
Yahya Director

7 Mr. Sk. Salahuddin 9,072 Sponsor No other


shareholder benefits
have been
8 Mr. Md. Anwar Hossain 36,288 Sponsor accrued to
the issurer
9 Mr.Md.Ashik Hossain 36,288 Shareholder
out of the
Director
issue

83
10 Mrs. Nusrat Jahan (Tania) 16,632 Shareholder
Director

11 Mrs. Israt Jahan 16,632 Shareholder


Director

12 Mr.M Kamal Uddin 3,024 Shareholder


Chowdhury
13 Mr.Md.Rezaul Karim 30,240 Shareholder

14 Mrs Shirin Akhter 30,240 Shareholder


Director

15 Mrs. Habibun Nahar 3,024 Sponsor


shareholder

Total 362,880

1 6th allotment as Mrs. Habibun Nahar 2,177 Sponsor 100 Bonus Share To The Issuer
on 03 January shareholder at face values has get
2017 benefit
2 Mrs. Sharifa Khatun 810 Shareholder through re
3 Mrs.Sumaiya Kamal 1,367 Shareholder investment
Chowdhury of
distributabl
4 Mrs. Nusrat Jahan (Tania) 11,975 Shareholder e profit and
Director paid up
capital has
5 Mr. Md. Anwar Hossain 26,127 Sponsor been
6 Mr. Sk. Salahuddin 6,532 Sponsor increased.N
shareholder o other
benefits
7 Al-Haj Mohammad 21,773 Shareholder have been
Yahya Director accrued to
the issurer
8 Mr. Md. Abu Bakar 34,837 Sponsor Director
out of the
Siddique
issue
9 Mr. Niaz Ahmed 13,064 Sponsor
shareholder

10 Mr. M.G. Faruk 17,418 Sponsor Director


11 Mrs. Israt Jahan 11,975 Shareholder
Director

12 Mr.Md.Rezaul Karim 21,773 Shareholder

13 Mrs Shirin Akhter 21,773 Shareholder


Director

14 Mrs. Shahida Anowar 26,127 Shareholder


Chairman

15 Mrs Nigar Sultana 17,418 Sponsor Director

16 Mr.Md.Ashik Hossain 26,127 Shareholder


Director

Total 261,273

1 7th allotment as Mr. M.G. Faruk 8,241 Sponsor Director 100 Bonus Share To The Issuer
on 18 February at face values has get
2 Mr. Md. Anwar Hossain 24,386 Sponsor
2018 benefit
3 Mrs. Nusrat Jahan (Tania) 11,177 Shareholder through re
Director investment
of
4 Mr.Haseeb Ahmed 4,008 Shareholder distributabl
5 Mr. Taha Yahya 3,750 Shareholder e profit and
paid up
6 Mr. Azmat Niaz 4,008 Shareholder capital has

84
7 Mrs. Israt Jahan 11,177 Shareholder been
Director increased.N
o other
8 Mrs.Sumaiya Kamal 1,276 Shareholder benefits
Chowdhury have been
accrued to
9 Mrs. Habibun Nahar 2,032 Sponsor
the issurer
shareholder
out of the
10 Mrs Nigar Sultana 16,257 Sponsor Director issue

11 Mrs. Shahida Anowar 24,386 Shareholder


Chairman

12 Mr. Shajeel yahya 3,520 Shareholder


13 Mr. Zhardi yahya 3,524 Shareholder
14 Mr.Md.Rezaul Karim 20,321 Shareholder

15 Al-Haj Mohammad 9,527 Shareholder


Yahya Director

16 Mr. Niaz Ahmed 12,193 Sponsor


shareholder
17 Mr.Md.Ashik Hossain 24,385 Shareholder
Director

18 Mrs Shirin Akhter 20,321 Shareholder


Director

19 Mrs.Sharifa Khatun 756 Shareholder


20 Mr. Md. Abu Bakar 32,514 Sponsor Director
Siddique
21 Mr. Sk. Salahuddin 6,096 Sponsor
shareholder

Total 243,855

1 8th allotment as Al-Haj Mohammad 10,480 Shareholder 100 Bonus Share To The Issuer
on 28 April Yahya Director at face values has get
2019 benefit
2 Mr. Azmat Niaz 5,009 Shareholder through re
3 Mrs Shirin Akhter 22,353 Shareholder investment
Director of
distributabl
4 Mr. Shajeel yahya 3,872 Shareholder e profit and
paid up
5 Mr.Md.Rezaul Karim 22,353 Shareholder
capital has
6 Mrs. Nusrat Jahan (Tania) 12,294 Shareholder been
Director increased.N
o other
7 Mr. Md. Anwar Hossain 26,824 Sponsor benefits
8 Mrs.Sumaiya Kamal 1,404 Shareholder have been
Chowdhury accrued to
the issurer
9 Mr. Md. Abu Bakar 35,766 Sponsor Director out of the
Siddique issue
10 Mr.Haseeb Ahmed 4,409 Shareholder
11 Mr. Niaz Ahmed 13,412 Sponsor
shareholder
12 Mr. Taha Yahya 4,125 Shareholder
13 Mrs.Sharifa Khatun 832 Shareholder
14 Mr. M.G. Faruk 8,465 Sponsor Director
15 Mrs. Habibun Nahar 2,235 Sponsor
shareholder

85
16 Mrs. Shahida Anowar 26,824 Shareholder
Chairman

17 Mrs. Israt Jahan 12,294 Shareholder


Director

18 Mr.Md.Ashik Hossain 26,824 Shareholder


Director

19 Mr. Sk. Salahuddin 6,706 Sponsor


shareholder

20 Mrs Nigar Sultana 17,883 Sponsor Director

21 Mr. Zhardi yahya 3,876 Shareholder


Total 268,240

1 9th allotment as on Mr.Md.Rezaul Karim 4,318 Shareholder 100 Bonus Share To The Issuer
27 October 2020 at face values has get
2 Mr. Md. Anowar 4,425 Shareholder benefit
Hossain through re
3 Mr. M.G. Faruk 2,493 Sponsor Director investment
4 Mrs.Sumaiya Kamal 463 Shareholder of
Chowdhury distributabl
e profit and
5 Mr. Zhardi yahya 1,279 Shareholder paid up
capital has
6 Mr. Azmat Niaz 1,953 Shareholder
been
7 Mrs. Israt Jahan 4,057 Shareholder increased.N
Director o other
benefits
8 Mrs. Shahida Anowar 4,425 Shareholder have been
Chairman accrued to
the issurer
9 Mrs. Nusrat Jahan 4,057 Shareholder
out of the
(Tania) Director
issue
10 Mrs Shirin Akhter 7,377 Shareholder
Director

11 Mrs.Sharifa Khatun 274 Shareholder


12 Mr.Haseeb Ahmed 1,455 Shareholder
13 Touseef mashrurul 3,058 Shareholder
karim
14 Mr. Shajeel yahya 1,278 Shareholder
15 Mr. Niaz Ahmed 4,426 Sponsor
shareholder
16 Md. Azizul Hasan 5,092 Sponsor
Shareholder

17 Mr. Md. Abu Bakar 8,845 Sponsor Director


Siddique
18 Habibun Nahar 738
19 Mr. Taha Yahya 1,361 Shareholder
20 Mr. Sk. Salahuddin 2,213 Sponsor
shareholder

21 Al-Haj Mohammad 3,458 Shareholder


Yahya Director

22 Mr.Md.Ashik Hossain 8,852 Shareholder


Director

23 Mrs Nigar Sultana 5,901 Sponsor Director

24 Usama Sarwar 6,720 Shareholder


Total 88,518

86
*Note: The face value of shares was denominated from Tk. 100 per share to Tk. 10 per share vide special resolution was passed on 30 September 2020 in the extra ordinary general
meeting by the shareholders of the Company and the subsequently which was passed in RJSC on 14 June 2021.

(vi) Where shares have been allotted in terms of any merger, amalgamation or acquisition scheme, details of such scheme and
shares allotted;

No share has been allotted in terms of any merger, amalgamation or acquisition scheme.

(vii) Where the issuer has issued equity shares under one ormore employee stock option schemes, date-wise details of equity
shares issued under the schemes, including the priceat which such equity shares were issued;

No share has been issued under one or more employee stock option schemes.

(viii) If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding two
years, specific details of the names of the persons to whomsuch specified securities have been issued, relation with theissuer,
reasons for such issue and the price thereof;

The issuer has not issue of specified securities at a price lower than the issue price during the preceding two years.

(ix) The decision or intention, negotiation and consideration of the issuer to alter the capital structure by way of issue of
specified securities in any manner within a period of oneyear from the date of listing of the present issue;

The Company has no such decision or intention, negotiation and consideration to alter the capital structure by way of issue of
specified securities in any manner within a period of one year from the date of listing of the present issue.

87
(x) The total shareholding of the sponsors and directors in atabular form, clearly stating the names, nature of issue, dateof allotment, number of shares, face value,
issue price consideration, date when the shares were made fully paidup, percentage of the total pre and post issue capital, the lock in period and the number and
percentage of pledged shares, if any, held by each of them;

Date when the


Person to whom those are Face Issue
Sl Name Nature of Issue Date of issue Number of shares Consideration shares were fully % of Total Capital Lock-In Status of Pledge Share
issued Value Price
paid up

Considering Considering
Pre-Issue Post-Issue No of Share %
FV 100 FV 10

In memorandum - - -
Transfered from 24-Feb-01 Mr. Amirul Hasan 20,000 cash 24-Feb-01
Transfered from 24-Feb-01 Mr. Azizul Hasan 20,000 cash 24-Feb-01
Transfered from 24-Feb-01 Mr.Anwar Hossain 10,000 cash 24-Feb-01
1st Allotment 24-Sep-11 Al-Haj Mohammad Yahya 37,500 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Al-Haj Mohammad Yahya 17,500 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Al-Haj Mohammad Yahya 21,000 Bonus 20-Oct-13
4th Allotment 11-Feb-15 Al-Haj Mohammad Yahya 25,200 Bonus 11-Feb-15
5th Allotment 24-Jan-16 Al-Haj Mohammad Yahya 30,240 Bonus 24-Jan-16
Al-Haj Mohammad Yahya, 100 100
1 6th Allotment 3-Jan-17 Al-Haj Mohammad Yahya 21,773 Bonus 3-Jan-17 3.91% 2.34% 1 year Nil Nil
Shareholder
Sub-Total 203,213
Transfer to-1 22-Feb-17 Mr. Shajeel Yahya (35,200) Cash 22-Feb-17
Transfer to -2 22-Feb-17 Mr. Taha Yahya (37,500) cash 22-Feb-17
Transfer to -3 22-Feb-17 Mr. Zhardi Yahya (35,240) cash 22-Feb-17
Sub-Total 95,273
7th Allotment 18-Feb-18 Al-Haj Mohammad Yahya 9,527 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Al-Haj Mohammad Yahya 10,480 Bonus 28-Apr-19
9th allotment 27-Oct-20 Al-Haj Mohammad Yahya 3,458 Bonus 27-Oct-20
Total 118,738 1,187,380

In memorandum - -
Transfer from 12-Jan-17 Mr. MG Faruq 30,000 cash 12-Jan-17
Transfer from 22-Feb-17 Mr. MG Faruq 10,080 cash 22-Feb-17
Transfer from 15-Nov-17 Mr. MG Faruq 6,000 cash 15-Nov-17
Mr. Azmat Niaz, Director & 100 100
2 Transfer from 10-Dec-18 Mr. MG Faruq 10,000 cash 10-Dec-18 2.21% 1.32% 3years Nil Nil
Shareholder
7th Allotment 18-Feb-18 Mr. Azmat Niaz 4,008 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mr. Azmat Niaz 5,009 Bonus 28-Apr-19
9th allotment 27-Oct-20 Mr. Azmat Niaz 1,953 Bonus 27-Oct-20
Total 67,050 670,500

In memorandum 18-Oct-99 Mr. M.G. Faruk 40,000 cash


1st Allotment 24-Sep-11 Mr. M.G. Faruk 30,000 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mr. M.G. Faruk 14,000 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mr. M.G. Faruk 16,800 Bonus 20-Oct-13
4th Allotment 11-Feb-15 Mr. M.G. Faruk 20,160 Bonus 11-Feb-15
5th Allotment 24-Jan-16 Mr. M.G. Faruk 24,192 Bonus 24-Jan-16
6th Allotment 3-Jan-17 Mr. M.G. Faruk 17,418 Bonus 3-Jan-17
Sub-Total 162,570
Transfer-1 12-Jan-17 Mr. Azmat Niaz (30,000) cash 12-Jan-17
Mr. M.G. Faruk, Sponsor & 100 100
3 Transfer-2 12-Jan-17 Mr. Haseeb Ahmed (30,000) cash 12-Jan-17 2.82% 1.69% 3 years Nil Nil
Director
Transfer-3 22-Feb-17 Mr. Azmat Niaz (10,080) cash 22-Feb-17
Transfer-4 22-Feb-17 Mr. Haseeb Ahmed (10,080) cash 22-Feb-17
Transfer-5 15-Nov-17 Mr. Azmat Niaz (6,000) cash 15-Nov-17
Transfer-6 10-Dec-18 Mr. Azmat Niaz (10,000) cash 10-Dec-18
Sub-Total 66,410
7th Allotment 18-Feb-18 Mr. M.G. Faruk 8,241 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mr. M.G. Faruk 8,465 Bonus 28-Apr-19
9th allotment 27-Oct-20 Mr. M.G. Faruk 2,493 Bonus 27-Oct-20
Total 85,609 856090
Date when the
Person to whom those are Face Issue
Sl Name Nature of Issue Date of issue Number of shares Consideration shares were fully % of Total Capital Lock-In Status of Pledge Share
issued Value Price
paid up

Considering Considering
Pre-Issue Post-Issue No of Share %
FV 100 FV 10

In memorandum 18-Oct-99 Mr. Md. Abu Bakar Siddique 80,000 Cash 18-Oct-99
1st Allotment 24-Sep-11 Mr. Md. Abu Bakar Siddique 60,000 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mr. Md. Abu Bakar Siddique 28,000 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mr. Md. Abu Bakar Siddique 33,600 Bonus 20-Oct-13
4th Allotment 11-Feb-15 Mr. Md. Abu Bakar Siddique 40,320 Bonus 11-Feb-15
Mr. Md. Abu Bakar 5th Allotment 24-Jan-16 Mr. Md. Abu Bakar Siddique 48,384 Bonus 24-Jan-16
100 100
4 Siddique, Sponsor & 6th Allotment 3-Jan-17 Mr. Md. Abu Bakar Siddique 34,837 Bonus 3-Jan-17 9.992% 5.99% 3 years Nil Nil
Director 7th Allotment 18-Feb-18 Mr. Md. Abu Bakar Siddique 32,514 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mr. Md. Abu Bakar Siddique 35,766 Bonus 28-Apr-19
Transfer 2-Mar-20 Mr. Azizul Hasan (98,603) Cash 2-Mar-20
Sub-Total 294,818
9TH ALLOTMENT 27-Oct-20 Mr. Md. Abu Bakar Siddique 8,845 Bonus 27-Oct-20
Total 303,663 3,036,630

Transfer from 24-Feb-01 Mr. Amirul Hasan 60,000 Cash 24-Feb-01


1st Allotment 24-Sep-11 Mr. Anowar Hossain 45,000 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mr. Anowar Hossain 21,000 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mr. Anowar Hossain 25,200 Bonus 20-Oct-13
4th Allotment 11-Feb-15 Mr. Anowar Hossain 30,240 Bonus 11-Feb-15
5th Allotment 24-Jan-16 Mr. Anowar Hossain 36,288 Bonus 24-Jan-16
Mr. Anowar Hossain, 6th Allotment 3-Jan-17 Mr. Anowar Hossain 26,127 Bonus 3-Jan-17
5 100 100 5.00% 2.999% 1 year Nil Nil
Shareholder 7th Allotment 18-Feb-18 Mr. Anowar Hossain 24,386 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mr. Anowar Hossain 26,824 Bonus 28-Apr-19
Transfer-1 2-Mar-20 Mr.Azizul Hasan (71,127) Cash 2-Mar-20
Transfer-2 2-Mar-20 Mr. Usama Sarwar (76,440) Cash 2-Mar-20
Sub-Total 147,498
9th Allotment 27-Oct-20 Mr. Anowar Hossain 4,425 Bonus 27-Oct-20
Total 151,923 1,519,230

In memorandum 18-Oct-99 Mr. Niaz Ahmed 30,000 Cash 18-Oct-99


1st Allotment 24-Sep-11 Mr. Niaz Ahmed 22,500 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mr. Niaz Ahmed 10,500 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mr. Niaz Ahmed 12,600 Bonus 20-Oct-13
4th Allotment 11-Feb-15 Mr. Niaz Ahmed 15,120 Bonus 11-Feb-15
6 Mr. Niaz Ahmed, Sponsor 5th Allotment 24-Jan-16 Mr. Niaz Ahmed 18,144 100 100 Bonus 24-Jan-16 5.00% 3.00% 3 years Nil Nil
6th Allotment 3-Jan-17 Mr. Niaz Ahmed 13,064 Bonus 3-Jan-17
7th Allotment 18-Feb-18 Mr. Niaz Ahmed 12,193 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mr. Niaz Ahmed 13,412 Bonus 28-Apr-19
9th Allotment 27-Oct-20 Mr. Niaz Ahmed 4,426 Bonus 27-Oct-20
Total 151,959 1,519,590

In memorandum - - -
Transfer from 22-Feb-17 Al haj Mohammad yahya 35,200 Cash 22-Feb-17
Mr. Shajeel yahya, 7th Allotment 18-Feb-18 Mr. Shajeel yahya 3,520 Bonus 18-Feb-18
7 100 100 1.44% 0.87% 1 year Nil Nil
Shareholder 8th Allotment 28-Apr-19 Mr. Shajeel yahya 3,872 Bonus 28-Apr-19
9th Allotment 27-Oct-20 Mr. Shajeel yahya 1,278 Bonus 27-Oct-20
Total 43,870 438,700

In memorandum 18-Oct-99 Mr. Sk. Salahuddin 15,000 Cash 18-Oct-99


1st Allotment 24-Sep-11 Mr. Sk. Salahuddin 11,250 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mr. Sk. Salahuddin 5,250 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mr. Sk. Salahuddin 6,300 Bonus 20-Oct-13
4th Allotment 11-Feb-15 Mr. Sk. Salahuddin 7,560 Bonus 11-Feb-15
5th Allotment 24-Jan-16 Mr. Sk. Salahuddin 9,072 100 100 Bonus 24-Jan-16
8 Mr. Sk. Salahuddin, Sponsor 2.50% 1.50% 3 years Nil Nil
6th Allotment 3-Jan-17 Mr. Sk. Salahuddin 6,532 Bonus 3-Jan-17
7th Allotment 18-Feb-18 Mr. Sk. Salahuddin 6,096 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mr. Sk. Salahuddin 6,706 Bonus 28-Apr-19
Sub-Total 73,766
9th Allotment 27-Oct-20 Mr. Sk. Salahuddin 2,213 Bonus 27-Oct-20
Total 75,979 759,790
89
Date when the
Person to whom those are Face Issue
Sl Name Nature of Issue Date of issue Number of shares Consideration shares were fully % of Total Capital Lock-In Status of Pledge Share
issued Value Price
paid up

Considering Considering
Pre-Issue Post-Issue No of Share %
FV 100 FV 10

In memorandum - - - - -
Transfer from 22-Feb-17 Al haj Mohammad yahya 37,500 Cash 22-Feb-17
7th Allotment 18-Feb-18 Mr. Taha Yahya 3,750 Bonus 18-Feb-18
Mr. Taha Yahya, 100 100
9 8th Allotment 28-Apr-19 Mr. Taha Yahya 4,125 Bonus 28-Apr-19 1.54% 0.92% 1 year Nil Nil
Shareholder
Sub-Total 45,375
9th Allotment 27-Oct-20 Mr. Taha Yahya 1,361 Bonus 27-Oct-20
Total 46,736 467,360

In memorandum - - - - -
Transfer from 22-Feb-17 Al Haj Mohammad yahya 35,240 Cash 22-Feb-17
7th Allotment 18-Feb-18 Mr. Zhardi yahya 3,524 Bonus 18-Feb-18
Mr. Zhardi yahya, 100 100
10 8th Allotment 28-Apr-19 Mr. Zhardi yahya 3,876 Bonus 28-Apr-19 1.45% 0.87% 1 year Nil Nil
Shareholder
Sub-Total 42,640
9th Allotment 27-Oct-20 Mr. Zhardi yahya 1,279 Bonus 27-Oct-20
Total 43,919 439,190

In memorandum - - - - -
Transfer from 12-Jan-17 Mr. MG Faruq 30,000 Cash 12-Jan-17
Transfer from 22-Feb-17 Mr. MG Faruq 10,080 Cash 22-Feb-17
7th Allotment 18-Feb-18 Mr.Haseeb Ahmed 4,008 100 100 Bonus 18-Feb-18
11 Mr.Haseeb Ahmed, Shareholder 1.64% 0.99% 3 years Nil Nil
8th Allotment 28-Apr-19 Mr.Haseeb Ahmed 4,409 Bonus 28-Apr-19
Sub-Total 48,497
9th Allotment 27-Oct-20 Mr.Haseeb Ahmed 1,455 Bonus 27-Oct-20
Total 49,952 499,520

In memorandum - - - - -
Transfer from 31-May-09 Mr. Tofael Ahmed 5,000 Cash 31-May-09
Transfer from 31-May-09 Mr. Md. Muzibor Rahman 50,000 Cash 31-May-09
Transfer from 31-May-09 Mr. KM Fazlul Huda 5,000 Cash 31-May-09
1st Allotment 24-Sep-11 Mr.Md.Ashik Hossain 45,000 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mr.Md.Ashik Hossain 21,000 Bonus 30-Sep-12
Mr.Md.Ashik Hossain, 3rd Allotment 20-Oct-13 Mr.Md.Ashik Hossain 25,200 100 100 Bonus 20-Oct-13
12 10.00% 6.00% 3 years Nil Nil
Director & Shareholder 4th Allotment 11-Feb-15 Mr.Md.Ashik Hossain 30,240 Bonus 11-Feb-15
5th Allotment 24-Jan-16 Mr.Md.Ashik Hossain 36,288 Bonus 24-Jan-16
6th Allotment 3-Jan-17 Mr.Md.Ashik Hossain 26,127 Bonus 3-Jan-17
7th Allotment 18-Feb-18 Mr.Md.Ashik Hossain 24,385 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mr.Md.Ashik Hossain 26,824 Bonus 28-Apr-19
9th Allotment 27-Oct-20 Mr.Md.Ashik Hossain 8,852 Bonus 27-Oct-20
Total 303,916 3,039,160

In memorandum - - - - -
Transfer from 24-Feb-01 Mrs. Nargis Akter 45,000 Cash 24-Feb-01
Transfer from 24-Feb-01 Mr. Mohmmad Nasir Uddin 5,000 Cash 24-Feb-01
1st Allotment 24-Sep-11 Mr.Md.Rezaul Karim 37,500 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mr.Md.Rezaul Karim 17,500 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mr.Md.Rezaul Karim 21,000 Bonus 20-Oct-13
4th Allotment 11-Feb-15 Mr.Md.Rezaul Karim 25,200 Bonus 11-Feb-15
Mr.Md.Rezaul Karim, 5th Allotment 24-Jan-16 Mr.Md.Rezaul Karim 30,240 100 100 Bonus 24-Jan-16
13 4.88% 2.93% 1 year Nil Nil
Shareholder 6th Allotment 3-Jan-17 Mr.Md.Rezaul Karim 21,773 Bonus 3-Jan-17
7th Allotment 18-Feb-18 Mr.Md.Rezaul Karim 20,321 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mr.Md.Rezaul Karim 22,353 Bonus 28-Apr-19
Sub-Total 245,887
Transfer to 2-Mar-20 Mr. Touseef Mashrurul Karim (101,947) Cash 2-Mar-20
Sub-Total 143,940
9th Allotment 27-Oct-20 Mr.Md.Rezaul Karim 4,318 Bonus 27-Oct-20
Total 148,258 1,482,580

90
Date when the
Person to whom those are Face Issue
Sl Name Nature of Issue Date of issue Number of shares Consideration shares were fully % of Total Capital Lock-In Status of Pledge Share
issued Value Price
paid up

Considering Considering
Pre-Issue Post-Issue No of Share %
FV 100 FV 10

In memorandum 18-Oct-99 Mrs. Shirin Akhter 80,000 Cash 18-Oct-99


Transfer to 15-Sep-05 Mrs. Shirin Akhter (50,000) Cash 15-Sep-05
Transfer from 16-Nov-09 Mr. Javed Alam 5,000 Cash 16-Nov-09
Transfer from 16-Nov-09 Mr. Nadim Ahmed Khan 5,000 Cash 16-Nov-09
1st Allotment 24-Sep-11 Mrs Nigar Sultana 30,000 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mrs Nigar Sultana 14,000 Bonus 30-Sep-12
Mrs Nigar Sultana, Director 3rd Allotment 20-Oct-13 Mrs Nigar Sultana 16,800 100 100 Bonus 20-Oct-13
14 6.67% 4.00% 3 yers Nil Nil
& Shareholder 4th Allotment 11-Feb-15 Mrs Nigar Sultana 20,160 Bonus 11-Feb-15
5th Allotment 24-Jan-16 Mrs Nigar Sultana 24,192 Bonus 24-Jan-16
6th Allotment 3-Jan-17 Mrs Nigar Sultana 17,418 Bonus 3-Jan-17
7th Allotment 18-Feb-18 Mrs Nigar Sultana 16,257 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mrs Nigar Sultana 17,883 Bonus 28-Apr-19
9th Allotment 27-Oct-20 Mrs Nigar Sultana 5,901 Bonus 27-Oct-20
Total 202,611 2,026,110

In memorandum - - - - -
Transfer from 15-Sep-05 Mrs. Nigar sultana 50,000 Cash 15-Sep-05
1st Allotment 24-Sep-11 Mrs Shirin Akhter 37,500 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mrs Shirin Akhter 17,500 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mrs Shirin Akhter 21,000 Bonus 20-Oct-13
Mrs Shirin Akhter, Direcor 4th Allotment 11-Feb-15 Mrs Shirin Akhter 25,200 100 100 Bonus 11-Feb-15
15 8.33% 5.00% 3 years Nil Nil
& Shareholder 5th Allotment 24-Jan-16 Mrs Shirin Akhter 30,240 Bonus 24-Jan-16
6th Allotment 3-Jan-17 Mrs Shirin Akhter 21,773 Bonus 3-Jan-17
7th Allotment 18-Feb-18 Mrs Shirin Akhter 20,321 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mrs Shirin Akhter 22,353 Bonus 28-Apr-19
9th Allotment 27-Oct-20 Mrs Shirin Akhter 7,377 Bonus 27-Oct-20
Total 253,264 2,532,640

In memorandum 18-Oct-99 Mrs. Habibun Nahar 5,000 Cash 18-Oct-99


1st Allotment 24-Sep-11 Mrs. Habibun Nahar 3,750 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mrs. Habibun Nahar 1,750 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mrs. Habibun Nahar 2,100 Bonus 20-Oct-13
4th Allotment 11-Feb-15 Mrs. Habibun Nahar 2,520 Bonus 11-Feb-15
Mrs. Habibun Nahar, 100 100
16 5th Allotment 24-Jan-16 Mrs. Habibun Nahar 3,024 Bonus 24-Jan-16 0.83% 0.50% 3 years Nil Nil
Sponsor
6th Allotment 3-Jan-17 Mrs. Habibun Nahar 2,177 Bonus 3-Jan-17
7th Allotment 18-Feb-18 Mrs. Habibun Nahar 2,032 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mrs. Habibun Nahar 2,235 Bonus 28-Apr-19
9th Allotment 27-Oct-20 Mrs. Habibun Nahar 738 Bonus 27-Oct-20
Total 25,326 253,260

91
Date when the
Face Issue
Sl Name Nature of Issue Date of issue Person to whom those are issued Number of shares Consideration shares were fully % of Total Capital Lock-In Status of Pledge Share
Value Price
paid up

Considering
Considering FV 10 Pre-Issue Post-Issue No of Share %
FV 100

In memorandum - - - - -
Transfer from 12-Jan-03 Dr. Abu Sayeed Ahmed 5,000 Cash 12-Jan-03
Transfer from 12-Jan-03 Mr. Abdur Rab 5,000 Cash 12-Jan-03
1st Allotment 24-Sep-11 Mrs. Israt Jahan 7,500 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mrs. Israt Jahan 3,500 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mrs. Israt Jahan 4,200 Bonus 20-Oct-13
Mrs. Israt Jahan, Director & 4th Allotment 11-Feb-15 Mrs. Israt Jahan 5,040 100 100 Bonus 11-Feb-15
17 4.58% 2.75% 3 years Nil Nil
Shareholder Transfer from 13-Aug-15 Mrs. Nargis Akter 52,920 Cash 13-Aug-15
5th Allotment 24-Jan-16 Mrs. Israt Jahan 16,632 Bonus 24-Jan-16
6th Allotment 3-Jan-17 Mrs. Israt Jahan 11,975 Bonus 3-Jan-17
7th Allotment 18-Feb-18 Mrs. Israt Jahan 11,177 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mrs. Israt Jahan 12,294 Bonus 28-Apr-19
9th Allotment 27-Oct-20 Mrs. Israt Jahan 4,057 Bonus 27-Oct-20
Total 139,295 1,392,950

In memorandum - - - - -
Transfer from 12-Jan-03 Dr. Sazzad Hossain 5,000 Cash 12-Jan-03
Transfer from 12-Jan-03 Mr. Abdul Mobin 5,000 Cash 12-Jan-03
1st Allotment 24-Sep-11 Mrs. Nusrat Jahan (Tania) 7,500 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mrs. Nusrat Jahan (Tania) 3,500 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mrs. Nusrat Jahan (Tania) 4,200 Bonus 20-Oct-13
Mrs. Nusrat Jahan
4th Allotment 11-Feb-15 Mrs. Nusrat Jahan (Tania) 5,040 100 100 Bonus 11-Feb-15
18 (Tania),Director & 4.58% 2.75% 3 years Nil Nil
Transfer from 13-Aug-15 Mrs. Nargis Akter 52,920 Cash 13-Aug-15
Shareholder
5th Allotment 24-Jan-16 Mrs. Nusrat Jahan (Tania) 16,632 Bonus 24-Jan-16
6th Allotment 3-Jan-17 Mrs. Nusrat Jahan (Tania) 11,975 Bonus 3-Jan-17
7th Allotment 18-Feb-18 Mrs. Nusrat Jahan (Tania) 11,177 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mrs. Nusrat Jahan (Tania) 12,294 Bonus 28-Apr-19
9th Allotment 27-Oct-20 Mrs. Nusrat Jahan (Tania) 4,057 Bonus 27-Oct-20
Total 139,295 1,392,950

In memorandum - - - - -
Transfer from 24-Feb-01 Mr. Azizul Hasan 60,000 Cash 24-Feb-01
1st Allotment 24-Sep-11 Mrs. Shahida Anowar 45,000 Bonus 24-Sep-11
2nd Allotment 30-Sep-12 Mrs. Shahida Anowar 21,000 Bonus 30-Sep-12
3rd Allotment 20-Oct-13 Mrs. Shahida Anowar 25,200 Bonus 20-Oct-13
4th Allotment 11-Feb-15 Mrs. Shahida Anowar 30,240 Bonus 11-Feb-15
5th Allotment 24-Jan-16 Mrs. Shahida Anowar 36,288 Bonus 24-Jan-16
Mrs. Shahida Anowar, 100 100
19 6th Allotment 3-Jan-17 Mrs. Shahida Anowar 26,127 Bonus 3-Jan-17 5.00% 3.00% 3 years Nil Nil
Director & Shareholder
7th Allotment 18-Feb-18 Mrs. Shahida Anowar 24,386 Bonus 18-Feb-18
8th Allotment 28-Apr-19 Mrs. Shahida Anowar 26,824 Bonus 28-Apr-19
Sub-Total 295,065
Transfer 2-Mar-20 Mr. Osama Sarowar (147,567) Bonus 2-Mar-20
Sub-Total 147,498
9th Allotment 27-Oct-20 Mrs. Shahida Anowar 4,425 Bonus 27-Oct-20
Total 151,923 1,519,230

In memorandum - - - - -
Transfer from 4-Aug-16 Mr. M. Kamal Uddin chowdhury 6,750 Cash 4-Aug-16
6th Allotment 3-Jan-17 Mrs. Sharifa Khatun 810 Bonus 3-Jan-17
Mrs. Sharifa Khatun, 100 100
20 7th Allotment 18-Feb-18 Mrs.Sharifa Khatun 756 Bonus 18-Feb-18 0.31% 0.19% 1 years Nil Nil
Shareholder
8th Allotment 28-Apr-19 Mrs.Sharifa Khatun 832 Bonus 28-Apr-19
9th Allotment 27-Oct-20 Mrs.Sharifa Khatun 274 Bonus 27-Oct-20
Total 9,422 94,220

In memorandum - - - - -
Transfer from 4-Aug-16 Mr. M. Kamal Uddin chowdhury 11,394 Cash 4-Aug-16
6th Allotment 3-Jan-17 Mrs.Sumaiya Kamal Chowdhury 1,367 Bonus 3-Jan-17
Mrs.Sumaiya Kamal 100 100 Nil
21 7th Allotment 18-Feb-18 Mrs.Sumaiya Kamal Chowdhury 1,276 Bonus 18-Feb-18 0.52% 0.31% 1 year Nil
Chowdhury, Shareholder
8th Allotment 28-Apr-19 Mrs.Sumaiya Kamal Chowdhury 1,404 Bonus 28-Apr-19
9th Allotment 27-Oct-20 Mrs.Sumaiya Kamal Chowdhury 463 Bonus 27-Oct-20
Total 15,904 159,040

In memornadum 18-Oct-99 Mr. Md.Azizul Hasan 80,000 Cash 18-Oct-99


Transfer to 24-Feb-01 Al Haj Mohammad yahya (20,000) Cash 24-Feb-01
Transfer to 24-Feb-01 Mrs. Shahida Anowar (60,000) Cash 24-Feb-01
Mr. Md Azizul Hasan, 100 100
22 Transfer from 2-Mar-20 Mr. Abu Bakar Siddique 98,603 Cash 2-Mar-20 5.752% 3.45% 3 years Nil Nil
Sponsor
Transfer from 24-Feb-01 Mr. Anowar Hossain 71,127 Cash 24-Feb-01
9th Allotment 27-Oct-20 Mr. Md. Azizul Hasan 5,092 Bonus 27-Oct-20
Total 174,822 1,748,220

Transfer from 2-Mar-20 Mr. Anowar Hossain 224,007 Cash 2-Mar-20


23 Usama Sorwar, Shareholder 9th Allotment 27-Oct-20 Mr. Usama Sorwar 6,720 100 100 Bonus 27-Oct-20 7.59% 4.56% 2 years Nil Nil
Total 230,727 2,307,270
92
transfer from 2-Mar-20 Md. Rezaul Karim 101,947 Cash 2-Mar-20
Touseef Mashrurul Karim, 3.46% 2.07% 2 years Nil Nil
24 9th Allotment 27-Oct-20 Mr. Touseef Mashrurul Karim 3,058 100 100 Bonus 27-Oct-20
Shareholder
Total 105,005 1,050,050 100.00% 60.00%
(xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified securities
purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within
six months immediate preceding the date of filing the prospectus or prospectus or information memorandum;

Sl. Shareholding category Number of Face value Amount In % of total


Securities Taka paid up capital

Pre IPO Post IPO


1 Sponsors & directors 20,076,620 10 200,766,200 66.06% 39.64%

Details breakup
Sl Sponsor Director Position Number of share Aggregate total Pre IPO Post IPO

1 Mr. M.G. Faruk Sponsor Director 856,090


2 Mr. Md. Abu Bakar Sponsor Director 3,036,630 12.81% 7.69%
Siddique

Sub-Total 3,892,720.00
3 Mr. Niaz Ahmed Sponsor 1,519,590
4 Mr. SK Salahuddin Sponsor 759,790
14.09% 8.45%
5 Mrs. Habibun Nahar Sponsor 253,260
6 Mr. Md Azizul Hasan Sponsor 1,748,220
Sub-Total 4,280,860.00
7 Mr.Md.Ashik Hossain, Director 3,039,160
8 Ms. Nigar Sultana Director 2,026,110
9 Mrs Shirin Akhter, Director 2532640
39.17% 23.50%
10 Mrs. Israt Jahan Director 1,392,950
11 Mrs. Nusrat Jahan Director 1,392,950
12 Mrs. Shahida Anowar Director 1,519,230
Sub-Total 11,903,040.00
Grand Total 20,076,620.00 66.06% 39.64%

No share has been purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their
related parties within six months immediate preceding the date of filing the prospectus.

(xii) The name and address of any person who owns, beneficially or of record, 5% or more of the securities of the issuer,
indicating the amount of securities owned, whether they are owned beneficially or of record, and the percentage of the
securities represented by such ownership including number of equity shares which they would beentitled to upon exercise of
warrant, option or right toconvert any convertible instrument;

No. of shares % of securities Types of


Sl. Name of the Shareholders Address
owned owned ownership
Ordinary
1 Mr. Abu Bakar Siddique 30, Ahsan Ahmed Road, Khulna. 3,036,630 9.99%
Shares
House -06, Road - 01, New Market, Ordinary
2 Mr. Md. Ashik Hossain 3,039,160 10%
Dhanmondi, Dhaka. Shares
House - 46, Road - 1/A, Block - I, Ordinary
3 Mr. Shirin Akhter 2,532,640 8.33%
Banani, Dhaka - 1213. Shares
43/A, South Lake, Road - 3/A, Ordinary
4 Ms. Nigar Sultana 2,026,110 6.67%
Dhanmondi I/A, Jigatola, Dhaka. Shares
House - 24, Road - 01, Block - I, Ordinary
5 Mr. Niaz Ahmed 1,519,590 5.00%
Banani, Dhaka -1213. Shares
6 Mr. Md. Azizul Hasan 52, Sultan Ahmed Road, Moulvi Para, 1,748,220 5.75% Ordinary
Khulna. Shares
Plot No. 405, 21 Nirala, Khulna Sadar. Ordinary
7 Mr. Usama Sorwar 2,307,270 7.59%
Khulna. Shares
There is no event or intent of exercising warrant, option or right to convert any convertible instrument.

(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and all other officers or
employeesas group, indicating the percentage of outstanding sharesrepresented by the securities owned;
No salaried officers and all other officers or employees as group have been holding any securities of the Company.

(d) Description of Business:

(i) The date on which the issuer Company was incorporatedand the date on which it commenced operations and thenature of
the business which the Company and itssubsidiaries are engaged in or propose to engage in;

The date of incorporation 18 October 1999


The date of commenced operations 18 October 1999
Nature of the business of the Company The primary objectives of the Company are to carry on all kind of insurance i. e.
fire, marine, marine hull, and motor, miscellaneous other than life insurance
business. In addition to issuance of bank guarantee for valuable clients.
Nature of the business of the issuer
The Company has no subsidiary.
subsidiaries

(ii) Location of the project;

Since the Company is engaged in insurance business. So, there is no specific project in this respect. However, the location of
registered office is at City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000, Bangladesh.
.
(iii) Plant, machinery, technology, process, etc.

Since Islami Commercial Insurance Company is engaged in insurance business. So, there are no plant, machinery, technology
have evolved in the business process of the issuer. However, the Company has been delivered its services in the following
process:

Product Design  Product specification


 Rate calculation

Pricing &  Risk assessment


Underwriting  Reinsurance cost

 Sales& promotion
Clients‟ Service
 Client mangement

Admin &
Claims Management  Premium Collection
 Claims settlement

94
(iv) Details of the major events in the history of the issuer, including details of capacity or facility creation, launching of
plant, products, marketing, change in ownership and/or key management personnel etc;

Particulars Status
Date of incorporation 18 October 1999
The Company started its 18 October 1999
commercial operation
The face value of shares was denominated from Tk. 100 per share to Tk. 10 per share vide
Change of face value of share special resolution was passed on 30 September 2020 in the extra ordinary general meeting by
from Tk. 100/- to Tk. 10/- the shareholders of the Company and the subsequently which was passed in RJSC on 14 June
2021.
Details of capacity or facility Since the Company is engaged in insurance business. So, there are no capacity or facility
creation, launching of plant creation and no launching of plant in this respect.
Fire insurance
 Fire Insurance (Including Allied Perils)
 Property All Risk Insurance
 Industrial All Risk (IAR) Insurance
 Power plant Operational Package Insurance including Business Interruption & Third
Party Liability
Marine Insurance
 Marine Cargo Insurance (Import/Export by Sea, Air, Road including Inland transit)
 Marine Hull Insurance
Motor Insurance
 Motor Vehicle Insurance (Private)
 Motor Vehicle Insurance (Commercial)
Engineering Insurance
 Machinery Breakdown Insurance
 Deterioration of Stock (DOS)
Products  Boiler and Pressure Vessel (BPV)
 Electronic Equipment Insurance (EEI)
 Erection All Risks (EAR)
 Contractor's All Risks (CAR)
Miscellaneous
 Burglary Insurance
 Cash in ATM Booth
 Money Insurance
 Cash in Private /Commercial Premises
 Fidelity Guarantee
 Workmen's Compensation
 Personal Accident
 Safe Deposit Box (Bank Lockers) All Risk Insurance
 Product liability Insurance Policy
 Public Liability Insurance Policy
 Rubber Plantation (Input) Insurance Policy
 Plate Glass Policy

The Company is selling its products and services to the individual, institution through
Marketing
directly and insurance agents.

95
Changes in ownership

The following sponsors and shareholders were transferred their ownership:

Person to whom those are


Name with Number of shares as per last
Sl Nature of Issue Date of issue issued/transfer
Position Schedule X
from/transferred to

Considering Considering
FV 100 FV 10
In memorandum - - -
Transfered from 24-Feb-01 Mr. Amirul Hasan 20,000
Transfered from 24-Feb-01 Mr. Azizul Hasan 20,000
Transfered from 24-Feb-01 Mr.Anwar Hossain 10,000
1st Allotment 24-Sep-11 Al-Haj Mohammad Yahya 37,500
2nd Allotment 30-Sep-12 Al-Haj Mohammad Yahya 17,500
3rd Allotment 20-Oct-13 Al-Haj Mohammad Yahya 21,000
4th Allotment 11-Feb-15 Al-Haj Mohammad Yahya 25,200
Al-Haj 5th Allotment 24-Jan-16 Al-Haj Mohammad Yahya 30,240
Mohammad Al-Haj Mohammad Yahya
1 6th Allotment 3-Jan-17 21,773
Yahya,
Shareholder Sub-Total 203,213
Transfer to-1 22-Feb-17 Mr. Shajeel Yahya (35,200)
Transfer to -2 22-Feb-17 Mr. Taha Yahya (37,500)
Transfer to -3 22-Feb-17 Mr. Zhardi Yahya (35,240)
Sub-Total 95,273
7th Allotment 18-Feb-18 Al-Haj Mohammad Yahya 9,527
8th Allotment 28-Apr-19 Al-Haj Mohammad Yahya 10,480
9th allotment 27-Oct-20 Al-Haj Mohammad Yahya 3,458
Total 118,738 1,187,380

In memorandum - -
Transfer from 12-Jan-17 Mr. MG Faruq 30,000
Transfer from 22-Feb-17 Mr. MG Faruq 10,080
Mr. Azmat Niaz, Transfer from 15-Nov-17 Mr. MG Faruq 6,000
2 Director & Transfer from 10-Dec-18 Mr. MG Faruq 10,000
Shareholder 7th Allotment 18-Feb-18 Mr. Azmat Niaz 4,008
8th Allotment 28-Apr-19 Mr. Azmat Niaz 5,009
9th allotment 27-Oct-20 Mr. Azmat Niaz 1,953
Total 67,050 670,500

In memorandum 18-Oct-99 Mr. M.G. Faruk 40,000


1st Allotment 24-Sep-11 Mr. M.G. Faruk 30,000
2nd Allotment 30-Sep-12 Mr. M.G. Faruk 14,000
Mr. M.G. Faruk, 3rd Allotment 20-Oct-13 Mr. M.G. Faruk 16,800
3 Sponsor & 4th Allotment 11-Feb-15 Mr. M.G. Faruk 20,160
Director 5th Allotment 24-Jan-16 Mr. M.G. Faruk 24,192
6th Allotment 3-Jan-17 Mr. M.G. Faruk 17,418
Sub-Total 162,570
Transfer-1 12-Jan-17 Mr. Azmat Niaz (30,000)
96
Transfer-2 12-Jan-17 Mr. Haseeb Ahmed (30,000)
Transfer-3 22-Feb-17 Mr. Azmat Niaz (10,080)
Transfer-4 22-Feb-17 Mr. Haseeb Ahmed (10,080)
Transfer-5 15-Nov-17 Mr. Azmat Niaz (6,000)
Transfer-6 10-Dec-18 Mr. Azmat Niaz (10,000)
Sub-Total 66,410
7th Allotment 18-Feb-18 Mr. M.G. Faruk 8,241
8th Allotment 28-Apr-19 Mr. M.G. Faruk 8,465
9th allotment 27-Oct-20 Mr. M.G. Faruk 2,493
Total 85,609 856,090

In memorandum 18-Oct-99 Mr. Md. Abu Bakar Siddique 80,000


1st Allotment 24-Sep-11 Mr. Md. Abu Bakar Siddique 60,000
2nd Allotment 30-Sep-12 Mr. Md. Abu Bakar Siddique 28,000
3rd Allotment 20-Oct-13 Mr. Md. Abu Bakar Siddique 33,600
4th Allotment 11-Feb-15 Mr. Md. Abu Bakar Siddique 40,320
Mr. Md. Abu 5th Allotment 24-Jan-16 Mr. Md. Abu Bakar Siddique 48,384
Bakar Siddique, 6th Allotment 3-Jan-17 Mr. Md. Abu Bakar Siddique 34,837
4
Sponsor & 7th Allotment 18-Feb-18 Mr. Md. Abu Bakar Siddique 32,514
Director
8th Allotment 28-Apr-19 Mr. Md. Abu Bakar Siddique 35,766
Transfer 2-Mar-20 Mr. Azizul Hasan (98,603)
Sub-Total 294,818
9TH 27-Oct-20 Mr. Md. Abu Bakar Siddique 8,845
ALLOTMENT
Total 303,663 3,036,630

Transfer from 24-Feb-01 Mr. Amirul Hasan 60,000


1st Allotment 24-Sep-11 Mr. Anowar Hossain 45,000
2nd Allotment 30-Sep-12 Mr. Anowar Hossain 21,000
3rd Allotment 20-Oct-13 Mr. Anowar Hossain 25,200
4th Allotment 11-Feb-15 Mr. Anowar Hossain 30,240
5th Allotment 24-Jan-16 Mr. Anowar Hossain 36,288
Mr. Anowar 6th Allotment 3-Jan-17 Mr. Anowar Hossain 26,127
5 Hossain,
Shareholder 7th Allotment 18-Feb-18 Mr. Anowar Hossain 24,386
8th Allotment 28-Apr-19 Mr. Anowar Hossain 26,824
Transfer-1 2-Mar-20 Mr.Azizul Hasan (71,127)
Transfer-2 2-Mar-20 Mr. Usama Sarwar (76,440)
Sub-Total 147,498
9th Allotment 27-Oct-20 Mr. Anowar Hossain 4,425
Total 151,923 1,519,230

In memorandum 18-Oct-99 Mr. Niaz Ahmed 30,000


1st Allotment 24-Sep-11 Mr. Niaz Ahmed 22,500
Mr. Niaz Ahmed, 2nd Allotment 30-Sep-12 Mr. Niaz Ahmed 10,500
6
Sponsor 3rd Allotment 20-Oct-13 Mr. Niaz Ahmed 12,600
4th Allotment 11-Feb-15 Mr. Niaz Ahmed 15,120
5th Allotment 24-Jan-16 Mr. Niaz Ahmed 18,144

97
6th Allotment 3-Jan-17 Mr. Niaz Ahmed 13,064
7th Allotment 18-Feb-18 Mr. Niaz Ahmed 12,193
8th Allotment 28-Apr-19 Mr. Niaz Ahmed 13,412
9th Allotment 27-Oct-20 Mr. Niaz Ahmed 4,426
Total 151,959 1,519,590

In memorandum -
Transfer from 22-Feb-17 Al haj Mohammad yahya 35,200
Mr. Shajeel yahya, 7th Allotment 18-Feb-18 Mr. Shajeel yahya 3,520
7 Mr. Shajeel yahya
Shareholder 8th Allotment 28-Apr-19 3,872
9th Allotment 27-Oct-20 Mr. Shajeel yahya 1,278
Total 43,870 438,700

In memorandum 18-Oct-99 Mr. Sk. Salahuddin 15,000


1st Allotment 24-Sep-11 Mr. Sk. Salahuddin 11,250
2nd Allotment 30-Sep-12 Mr. Sk. Salahuddin 5,250
3rd Allotment 20-Oct-13 Mr. Sk. Salahuddin 6,300
4th Allotment 11-Feb-15 Mr. Sk. Salahuddin 7,560
Mr. Sk. 5th Allotment 24-Jan-16 Mr. Sk. Salahuddin 9,072
8 Salahuddin,
6th Allotment 3-Jan-17 Mr. Sk. Salahuddin 6,532
Sponsor
7th Allotment 18-Feb-18 Mr. Sk. Salahuddin 6,096
8th Allotment 28-Apr-19 Mr. Sk. Salahuddin 6,706
Sub-Total 73,766
9th Allotment 27-Oct-20 Mr. Sk. Salahuddin 2,213
Total 75,979 759,790

In memorandum - - -
Transfer from 22-Feb-17 Al haj Mohammad yahya 37,500
7th Allotment 18-Feb-18 Mr. Taha Yahya 3,750
Mr. Taha Yahya, Mr. Taha Yahya
9 8th Allotment 28-Apr-19 4,125
Shareholder
Sub-Total 45,375
9th Allotment 27-Oct-20 Mr. Taha Yahya 1,361
Total 46,736 467,360

In memorandum - - -
Transfer from 22-Feb-17 Al Haj Mohammad yahya 35,240
7th Allotment 18-Feb-18 Mr. Zhardi yahya 3,524
Mr. Zhardi yahya, Mr. Zhardi yahya
10 8th Allotment 28-Apr-19 3,876
Shareholder
Sub-Total 42,640
9th Allotment 27-Oct-20 Mr. Zhardi yahya 1,279
Total 43,919 439,190

In memorandum - - -
Mr.Haseeb Mr. MG Faruq
Transfer from 12-Jan-17 30,000
11 Ahmed,
Transfer from 22-Feb-17 Mr. MG Faruq 10,080
Shareholder
7th Allotment 18-Feb-18 Mr.Haseeb Ahmed 4,008
98
8th Allotment 28-Apr-19 Mr.Haseeb Ahmed 4,409
Sub-Total 48,497
9th Allotment 27-Oct-20 Mr.Haseeb Ahmed 1,455
Total 49,952 499,520

In memorandum - - -
Transfer from 31-May-09 Mr. Tofael Ahmed 5,000
Transfer from 31-May-09 Mr. Md. Muzibor Rahman 50,000
Transfer from 31-May-09 Mr. KM Fazlul Huda 5,000
1st Allotment 24-Sep-11 Mr.Md.Ashik Hossain 45,000
2nd Allotment 30-Sep-12 Mr.Md.Ashik Hossain 21,000
Mr.Md.Ashik 3rd Allotment 20-Oct-13 Mr.Md.Ashik Hossain 25,200
12 Hossain, Director
4th Allotment 11-Feb-15 Mr.Md.Ashik Hossain 30,240
& Shareholder
5th Allotment 24-Jan-16 Mr.Md.Ashik Hossain 36,288
6th Allotment 3-Jan-17 Mr.Md.Ashik Hossain 26,127
7th Allotment 18-Feb-18 Mr.Md.Ashik Hossain 24,385
8th Allotment 28-Apr-19 Mr.Md.Ashik Hossain 26,824
9th Allotment 27-Oct-20 Mr.Md.Ashik Hossain 8,852
Total 303,916 3,039,160

In memorandum - - -
Transfer from 24-Feb-01 Mrs. Nargis Akter 45,000
Transfer from 24-Feb-01 Mr. Mohmmad Nasir Uddin 5,000
1st Allotment 24-Sep-11 Mr.Md.Rezaul Karim 37,500
2nd Allotment 30-Sep-12 Mr.Md.Rezaul Karim 17,500
3rd Allotment 20-Oct-13 Mr.Md.Rezaul Karim 21,000
4th Allotment 11-Feb-15 Mr.Md.Rezaul Karim 25,200
Mr.Md.Rezaul 5th Allotment 24-Jan-16 Mr.Md.Rezaul Karim 30,240
13 Karim,
6th Allotment 3-Jan-17 Mr.Md.Rezaul Karim 21,773
Shareholder
7th Allotment 18-Feb-18 Mr.Md.Rezaul Karim 20,321
8th Allotment 28-Apr-19 Mr.Md.Rezaul Karim 22,353
Sub-Total 245,887
Transfer to 2-Mar-20 Mr. Touseef Mashrurul Karim (101,947)
Sub-Total 143,940
9th Allotment 27-Oct-20 Mr.Md.Rezaul Karim 4,318
Total 148,258 1,482,580

In memorandum 18-Oct-99 Mrs. Shirin Akhter 80,000


Transfer to 15-Sep-05 Mrs. Shirin Akhter (50,000)
Transfer from 16-Nov-09 Mr. Javed Alam 5,000
Transfer from 16-Nov-09 Mr. Nadim Ahmed Khan 5,000
Mrs Nigar
14 Sultana, Director 1st Allotment 24-Sep-11 Mrs Nigar Sultana 30,000
& Shareholder 2nd Allotment 30-Sep-12 Mrs Nigar Sultana 14,000
3rd Allotment 20-Oct-13 Mrs Nigar Sultana 16,800
4th Allotment 11-Feb-15 Mrs Nigar Sultana 20,160
5th Allotment 24-Jan-16 Mrs Nigar Sultana 24,192

99
6th Allotment 3-Jan-17 Mrs Nigar Sultana 17,418
7th Allotment 18-Feb-18 Mrs Nigar Sultana 16,257
8th Allotment 28-Apr-19 Mrs Nigar Sultana 17,883
9th Allotment 27-Oct-20 Mrs Nigar Sultana 5,901
Total 202,611 2,026,110

In memorandum - - -
Transfer from 15-Sep-05 Mrs. Nigar sultana 50,000
1st Allotment 24-Sep-11 Mrs Shirin Akhter 37,500
2nd Allotment 30-Sep-12 Mrs Shirin Akhter 17,500
3rd Allotment 20-Oct-13 Mrs Shirin Akhter 21,000
Mrs Shirin 4th Allotment 11-Feb-15 Mrs Shirin Akhter 25,200
15 Akhter, Direcor &
5th Allotment 24-Jan-16 Mrs Shirin Akhter 30,240
Shareholder
6th Allotment 3-Jan-17 Mrs Shirin Akhter 21,773
7th Allotment 18-Feb-18 Mrs Shirin Akhter 20,321
8th Allotment 28-Apr-19 Mrs Shirin Akhter 22,353
9th Allotment 27-Oct-20 Mrs Shirin Akhter 7,377
Total 253,264 2,532,640

In memorandum 18-Oct-99 Mrs. Habibun Nahar 5,000


1st Allotment 24-Sep-11 Mrs. Habibun Nahar 3,750
2nd Allotment 30-Sep-12 Mrs. Habibun Nahar 1,750
3rd Allotment 20-Oct-13 Mrs. Habibun Nahar 2,100
4th Allotment 11-Feb-15 Mrs. Habibun Nahar 2,520
Mrs. Habibun Mrs. Habibun Nahar
16 5th Allotment 24-Jan-16 3,024
Nahar, Sponsor
6th Allotment 3-Jan-17 Mrs. Habibun Nahar 2,177
7th Allotment 18-Feb-18 Mrs. Habibun Nahar 2,032
8th Allotment 28-Apr-19 Mrs. Habibun Nahar 2,235
9th Allotment 27-Oct-20 Mrs. Habibun Nahar 738
Total 25,326 253,260

In memorandum - - -
Transfer from 12-Jan-03 Dr. Abu Sayeed Ahmed 5,000
Transfer from 12-Jan-03 Mr. Abdur Rab 5,000
1st Allotment 24-Sep-11 Mrs. Israt Jahan 7,500
2nd Allotment 30-Sep-12 Mrs. Israt Jahan 3,500
3rd Allotment 20-Oct-13 Mrs. Israt Jahan 4,200
Mrs. Israt Jahan, 4th Allotment 11-Feb-15 Mrs. Israt Jahan 5,040
17 Director &
Transfer from 13-Aug-15 Mrs. Nargis Akter 52,920
Shareholder
5th Allotment 24-Jan-16 Mrs. Israt Jahan 16,632
6th Allotment 3-Jan-17 Mrs. Israt Jahan 11,975
7th Allotment 18-Feb-18 Mrs. Israt Jahan 11,177
8th Allotment 28-Apr-19 Mrs. Israt Jahan 12,294
9th Allotment 27-Oct-20 Mrs. Israt Jahan 4,057
Total 139,295 1,392,950
100
In memorandum - - -
Transfer from 12-Jan-03 Dr. Sazzad Hossain 5,000
Transfer from 12-Jan-03 Mr. Abdul Mobin 5,000
1st Allotment 24-Sep-11 Mrs. Nusrat Jahan (Tania) 7,500
2nd Allotment 30-Sep-12 Mrs. Nusrat Jahan (Tania) 3,500
3rd Allotment 20-Oct-13 Mrs. Nusrat Jahan (Tania) 4,200
Mrs. Nusrat Jahan 4th Allotment 11-Feb-15 Mrs. Nusrat Jahan (Tania) 5,040
18 (Tania),Director &
Transfer from 13-Aug-15 Mrs. Nargis Akter 52,920
Shareholder
5th Allotment 24-Jan-16 Mrs. Nusrat Jahan (Tania) 16,632
6th Allotment 3-Jan-17 Mrs. Nusrat Jahan (Tania) 11,975
7th Allotment 18-Feb-18 Mrs. Nusrat Jahan (Tania) 11,177
8th Allotment 28-Apr-19 Mrs. Nusrat Jahan (Tania) 12,294
9th Allotment 27-Oct-20 Mrs. Nusrat Jahan (Tania) 4,057
Total 139,295 1,392,950

In memorandum - - -
Transfer from 24-Feb-01 Mr. Azizul Hasan 60,000
1st Allotment 24-Sep-11 Mrs. Shahida Anowar 45,000
2nd Allotment 30-Sep-12 Mrs. Shahida Anowar 21,000
3rd Allotment 20-Oct-13 Mrs. Shahida Anowar 25,200
4th Allotment 11-Feb-15 Mrs. Shahida Anowar 30,240
Mrs. Shahida 5th Allotment 24-Jan-16 Mrs. Shahida Anowar 36,288
19 Anowar, Director 6th Allotment 3-Jan-17 Mrs. Shahida Anowar 26,127
& Shareholder 7th Allotment 18-Feb-18 Mrs. Shahida Anowar 24,386
8th Allotment 28-Apr-19 Mrs. Shahida Anowar 26,824
Sub-Total 295,065
Transfer 2-Mar-20 Mr. Osama Sarowar (147,567)
Sub-Total 147,498
9th Allotment 27-Oct-20 Mrs. Shahida Anowar 4,425
Total 151,923 1,519,230

In memorandum - - -
Transfer from 4-Aug-16 Mr. M. Kamal Uddin 6,750
chowdhury
Mrs. Sharifa 6th Allotment 3-Jan-17 Mrs. Sharifa Khatun 810
20 Khatun, 7th Allotment 18-Feb-18 Mrs.Sharifa Khatun 756
Shareholder
8th Allotment 28-Apr-19 Mrs.Sharifa Khatun 832
9th Allotment 27-Oct-20 Mrs.Sharifa Khatun 274
Total 9,422 94,220

In memorandum - - -
Transfer from 4-Aug-16 Mr. M. Kamal Uddin 11,394
Mrs.Sumaiya
chowdhury
Kamal
21 6th Allotment 3-Jan-17 Mrs.Sumaiya Kamal 1,367
Chowdhury,
Shareholder Chowdhury
7th Allotment 18-Feb-18 Mrs.Sumaiya Kamal 1,276
Chowdhury

101
8th Allotment 28-Apr-19 Mrs.Sumaiya Kamal 1,404
Chowdhury
9th Allotment 27-Oct-20 Mrs.Sumaiya Kamal 463
Chowdhury
Total 15,904 159,040

In memornadum 18-Oct-99 Mr. Md.Azizul Hasan 80,000


Transfer to 24-Feb-01 Al Haj Mohammad yahya (20,000)
Transfer to 24-Feb-01 Mrs. Shahida Anowar (60,000)
Mr. Md Azizul Mr. Abu Bakar Siddique
22 Transfer from 2-Mar-20 98,603
Hasan, Sponsor
Transfer from 24-Feb-01 Mr. Anowar Hossain 71,127
9th Allotment 27-Oct-20 Mr. Md. Azizul Hasan 5,092
Total 174,822 1,748,220

Transfer from 2-Mar-20 Mr. Anowar Hossain 224,007


Usama Sorwar,
23 9th Allotment 27-Oct-20 Mr. Usama Sorwar 6,720
Shareholder
Total 230,727 2,307,270

Touseef transfer from 2-Mar-20 Md. Rezaul Karim 101,947


24 Mashrurul Karim, 9th Allotment 27-Oct-20 Mr. Touseef Mashrurul Karim 3,058
Shareholder
Total 105,005 1,050,050
Grand Total 30,391,660

102
Change in Key management personnel

There were no changes in the management except as follows:

Sl Name Designation Date of Date of Date of Current


Appointment Resign/Expired Reappointment Position
Category- Managing Director
1 Mr. FAM Quasem Chowdhury Managing Director 5/12/1999 9/9/2000 N/A N/A
2 Mr. Mohammad Hossain Managing Director 9/8/2000 12/5/2001 N/A N/A
3 Mr. Momtaz Khan Managing Director 12/5/2001 21/4/2013 N/A N/A
4 Mr. Md Anwarul Hossain Managing Director (CC) 21/4/2013 1/9/2013 N/A N/A
5 Mr. Mir Nazim Uddin Chief Executive Officer 1/9/2013 Continuing N/A N/A
Category- Chief Financial Officer
1 Mr. Afzalur Rahman Chief Financial Officer 8/7/2000 26/8/2004 N/A N/A
2 Mr. Md. Akhtaruzzaman Chief Financial Officer 27/8/2004 March, 2007 1/12/2008 Company
Secretary
3 Mr. Anisur Rahman Chief Financial Officer 4/10/2007 1/12/2008 N/A N/A
4 Mr. Md. Akhtaruzzaman Chief Financial Officer 1/12/2008 18/3/2021 N/A Assistant
Managing
Director &
Company
Secretary
5 Mr. Moinul Ahsan Chief Financial Officer 18/3/2021 N/A N/A Chief Financial
Chowdhury Officer
Company- Company Secretary
1 Mr. Afzalur Rahman Company Secretary 8/7/2000 26/8/2004 N/A N/A
2 Mr. Md. Akhtaruzzaman Company Secretary 27/8/2004 March, 2007 N/A N/A
3 Mr. Nizam Uddin Company Secretary 6/5/2007 26/01/2009 N/A N/A
(CC)
4 Mr. Md. Akhtaruzzaman Company Secretary 27/01/2009 Continue N/A Company
Secretary
Group- Head of Internal
Audit
1 Mr. Mir Muntakim Mohsin Head of Internal Audit 2/8/2015 Continue N/A Head of Internal
Audit

(v) Principal products or services of the issuer and markets for such products or services. Past trends and future prospects
regarding exports (if applicable) and local market, demand and supply forecasts for the sector in which the product is
included with source of data;

Principal products or services of the issuer

Fire insurance
 Fire Insurance (Including Allied Perils)
 Property All Risk Insurance
 Industrial All Risk (IAR) Insurance
 Power plant Operational Package Insurance including Business Interruption & Third Party Liability

Marine Insurance
 Marine Cargo Insurance (Import/Export by Sea, Air, Road including Inland transit)
 Marine Hull Insurance

Motor Insurance
 Motor Vehicle Insurance (Private)
 Motor Vehicle Insurance (Commercial)

Engineering Insurance
 Machinery Breakdown Insurance
 Deterioration of Stock (DOS)

103
 Boiler and Pressure Vessel (BPV)
 Electronic Equipment Insurance (EEI)
 Erection All Risks (EAR)
 Contractor's All Risks (CAR)

Miscellaneous
 Burglary Insurance
 Cash in ATM Booth
 Money Insurance
 Cash in Private /Commercial Premises
 Fidelity Guarantee
 Workmen's Compensation
 Personal Accident
 Safe Deposit Box (Bank Lockers) All Risk Insurance
 Product liability Insurance Policy
 Public Liability Insurance Policy
 Rubber Plantation (Input) Insurance Policy
 Plate Glass Policy

Markets for such products


TheCompany is sellingits products and services to the individual, institutions directly and through its agents.

Past trends and future prospects of the product or service regarding export market

The Company is selling its insurance product in Bangladesh. So, there is no scope for export.

Past trends and future prospects of the product or service in the local market
The Company sells its products only in the local market of Bangladesh.

Past trend of service

Premium Income (Tk. in Million)


Particulars 2021 2020 2019 2018 2017
Gross Premium 521.56 551.97 502.04 462.87 410.21
Income
Net Premium 335.12 360.73 347.53 278.83 240.65
Income
Underwriting 69.97 57.13 34.33 -5.15 10.96
Profit
Investment Income 32.57 5.83 32.60 28.15 71.50
Deposit Premium 16.19 9.31 9.02 5.95 5.12

Claim Settlement
Particulars 2021 2020 2019 2018 2017

No. of No. of No. of No. of No. of No. of No. of No. of No. of No. of
claim settlem claim settlem claim settleme claim settle claim settle
ent ent nt ment ment
Motor Insurance 130 114 120 171 197 254 287 275 301 242
Fire Insurance 23 25 29 39 58 81 76 75 64 41
Marine Insurance 39 18 19 14 15 20 20 22 18 14
Miscellaneous 2 5 4 10 15 6 8 8 5 3
Total 194 162 172 234 285 361 391 380 388 300

104
Future prospects of the product or service in the local market

Insurance industry, as said earlier, at the final stage of its transition. Government has taken several steps for revitalizing the
sector to make it more vibrant and operationally sound. However, amendments and initiatives can't make an overnight change
in the sector.

The new regulatory body should discover some mechanism to eradicate underhand commission to reduce the high procurement
cost in general insurance business. Professionalism at every level of management is very crucial for overall development in the
sector. The board should involve in strategic and policy aspects of the Companyin addition to look after into the day to day
operation. All the insurance companies should have a sound HR policy that will attract the qualified people to choose the
profession as a 'career' not a mere 'job'. HR development program should be a part and parcel of regular business operation for
the enhancement of skills and development of professionalism. A good number of companies are still struggling for their
survival, thus huge cost of IT infrastructure is an additional burden for them. However, awareness should be built for effective
use of IT infrastructure in MIS that ultimately will bring positive results in future.

Last but not the least; it is not the responsibility of the regulatory body alone to make revolutionary change, rather the respective
board, the management team and above all the insured should come forward to bring the sector to the global standard. The
sooner it happens; the better is for the stakeholders in particular and the country in general.

The regulatory reforms started with the introduction of the Insurance Act 2010 as the important rules and regulations under the
Act have not yet been put in place. The absence of important rules/regulations has created a vacuum of insurance business in
Bangladesh. It is being obligatory for insurance companies to charge premium rates as determined by the Regulatory Authority.
However, the tariff rates have not been reviewed for a long time in the light of updated loss experience obtaining over the years
and as such many clients do feel that they are being overcharged. Further short term and midterm objective of national
insurance policy and guideline were not implemented. This has further negatively impacted on the public perception of the
insurance industry at large thereby hindering its growth.

The further progress of Bangladesh Insurance Industry predominantly depends on how the consumers‟ perception of Insurance
as a useful and efficient vehicle of risk transfers. This can be achieved through sustained efforts of the industry as well as
regulators by holding public conference, by providing efficient services, honoring insurance policy obligations, introducing new
products, aware the public by using technology and social mechanism and by rationalizing the pricing mechanism.

Demand and Supply forecast


The demand for insurance service is co related with the volume of business increase in the Country. It has been observed that
the economy of Bangladesh is emerging and human living standard also increasing. To coverage risk, the demand for insurance
service is also increasing accordingly.
As business volume is increasing in our country so the demand for insurance coverage increasing day by day to the client. There
is a demand and supply gap remain in our country. Accordingly, Government of Bangladesh permit year to year number of
insurance companies to run their business in this sector.

Introduce Bancassurance

The Growth of insurance is comparatively low in comparision with other south asian countries.Bangladesh Insurance
penetration in terms of GDP stood at 0.40 percent in 2020 (Swis re institute) where as this is 4.2 percent in India and 1.2 percent
in Srilanka and 0.70 percent in Pakistan. A good Initiatives to introduce bancassurance an alternative channel of sales of
insurance plans to bank client is in the final stage in our country which shall improve insurance pentrration in Bangladesh.

Bancassurance will have the potential to rapidly increase peoples access to insurance in Bnagladesh by complementing existing
agency based distribution model. Through introducing of Bancassurance, insurance company shall be able to sell insurance
product to its clients through Bank The model may be game changer in the insurance industry as peoples confidence on banking
chanel is remain high. Insurance industry blamed for not setting claim timely. Through bancassurance the bank must assits the
insure person or nominees as a facilitator in processing the claim. Bank at the request of the insurer will provide all necessary
assistance in collecting the necessary documents and information regarding the settlement of the claim.

It is expected that both insurance company and banks revenue shall be boost up thorough introducing of bancassurance.

105
Technological innovation

Traditionaly insurance business relied on face to face interaction in selling insurance policies.However, both the customer and
insurers are quickly getting used to contactless, digital ways to purchasing and maintaining policies. While agent relationship is
still critical for building confidence in our customers. Customers need hassle free transaction and digitizations of insurance
industry is the only way to build customer confidence toewards the industry.The potential area of digitalization is include
premium payments and claim settlement also lodge complain against any breach of contract.

(vi) If the issuer has more than one product or service, the relative contribution to sales and income of each product or
service that accounts for more than 10% of the Company‟s total revenues;

The Company has several insurance products of which Fire, Marine Cargo, and Miscellaneous has contributed more than 10% of
the Company‟s total revenues for the period ended 31 December 2021:

Product figure in million %


2021 2020 2019 2018 2017 2021 2020 2019 2018 2017
Fire 180.51 219.49 210.88 224.24 199.82 34.61% 39.76% 42.00% 48.45% 48.71%
Marine 191.21 186.04 158.04 110.74 122.34 36.66% 33.70% 31.48% 23.92% 29.82%
Motor 39.11 67.05 71.91 53.75 48.53 7.50% 12.15% 14.32% 11.61% 11.83%
Miscellaneous 97.09 68.49 53.72 74.14 39.52 18.62% 12.41% 10.70% 16.02% 9.63%
Marine Hull 13.64 10.9 7.49 - - 2.62% 1.97% 1.49% - -

(vii) Description of associates, subsidiary and holding Company of the issuer and core areas of business thereof;

The Company has no associate, subsidiary and holding Company.


(viii) How the products or services are distributed with details of the distribution channel. Export possibilities and export
obligations, if any

Details of distribution channel

The Company operates its business through the Head Office at Dhaka and the branches throughout the country. As on 31
December 2021, the Company has been operating its business through 37 branches along with one local office.

Description Location
Dhaka Division
City Center City Center (Level-16), 90/1, Motijheel C/A, Dhaka-1000
Local Office
Motijheel Khan Mansion (6th Floor), 107, Motijheel C/A, Dhaka-1000
Principal
B. B. Avenue 15, B.B. avenue (3rd Floor),Dhaka-100
Badda Ga-103, Maddhaya Badda, Badda, Dhaka-1212
Banani House No-1, 2nd Floor, Road-09, Block-O, Baridhara
Bangshal 13, Bangshal road, Dhaka.
Malibagh 81/1, Siddeshori Circular Road,FayezunnesaHomes,Ramna,Dhaka
Mirpur Central Plaza (4th Floor), 231, Begum RokeyaSarani, ShenparaParbata, Mirpur-10, Dhaka-
1216
Nawabpur Holding No-10/1, 10/2, Kazi Abdul Hamid Lane (2nd Floor), Fulbaria, Bangshal, Dhaka
Paltan Motijheel Square (4th Floor), 1/B, DIT Avenue, Doinik Bangla More, Dhaka
VIP Road AlauddinBhaban (3 rd Floor), 1-A Fakirapool, DIT Extension Road, Motijiheel C/A,
Dhaka-1000
Hatkhola 44, R.K. Mission Road,(Flat no- B-6), Gopibag,Wari,Dhaka
Kawran Bazar 128/1, East Tajturi Bazar (1st Floor), Kawran Bazar, Dhaka-1215
Dilkusha LalBhaban (9th Floor), 18 Rajuk Avenue, Dhaka-1000
Faridpur ChawkbazarJame Masjid Market (1st Floor), Thana Road, Faridpur.
Narsingdi 105,Pacchim Dattapara, Narsingdi
Moulvi Bazar Amjad Mansion (5th Floor), 74, Bagum Bazar, Dhaka-1100
Chittagong Division
106
Agrabad 603,Wali Khan Bhaban, SkMujib Road, Chittagong
Dewanhat 603(1st Floor) East Side, Sheik Mujib Road, Choumuhoni, Chittagong
Kadamtali 860, AshkarabadLane,Ashkarabad, Thana-Dobolmuring,Chattagram
Khatungonj Bank Asia Building (3rd Floor), 273/268, Khatungonj, Chittagong.
Laldighi 277/280& 275(A)/279 K.B. Orkid Plaza, LaldighirUttor Par, South sight of Boxirhat
Police Fari, 32 No. Anderkilla,Kotoali, Chittagong
Comilla 69/2, (2nd Floor), Nazrul Avenue, 2ndKandirpar, Comilla.
Khulna Division
Ahsan Ahmed Road 30, Ahsan Ahmed Road, Khulna.
Khulna 28, Sir Iqbal Road (2nd Floor), Khulna.
Jessore Shafiullah Complex (2nd Floor), 27 M.K. Road, Jessore.
Kushtia Lovely Tower (4th Floor), 55/1, Serajddowla Road, Kushtia.
Barishal Division
Barishal Hotel Gulbag (2nd Floor), 19, Sadar Road, Barisal
Rajshahi Division
Bogra Ali Azam Market (2nd Floor), Jhautala, Borogola More, Bogra.
Pabna 406, Bokul Lane, Gopalpur, PabnaSadar, Pabna
Rajshahi Razia Tower (3rd Floor), F-1080, Shaheb Bazar Main Road, Rajshahi-6400.
Rangpur Division
Dinajpur New Shital Plaza (1st Floor), Station Road, Kotwali,Dinajpur
Rangpur UtsargaBhaban (2nd Floor), Station Road, Rangpur

Mymensing Division
Mymensing Ali Plaza,(2nd floor), 64-Choto Bazar, Mymensing.

Export possibilities and export obligations


Since the Company is providing general insurance services locally, there is no scope of export possibilities and export
obligations.

(ix) Competitive conditions in business with names, percentage and volume of market shares of major competitors;
Insurance market in Bangladesh remains fragmented and extremely competitive due to existence and operation of a large
number of companies, incommensurate with the size of the market. There are 46 non-life insurance Company in the private
sector, in addition to the one public sector Corporations. Thus, insurance companies will find them in stiff competition when the
new companies enter the market.

Considering the nature of business, ICICL has three major competiotors such as:

1. Northern General Insurance Company Limited


2. Islami Insurance Bangladesh Limited
3. Takaful Islami Insurance Limited

The percentage and volume of market share of major competitors based on net premium are as follows:

Sl Name of Company Amount of net premium Percentage of market share Period


(Tk. in crore) based on net premium
1 Northern General Insurance Company Limited 97.82 2.88% 2020

2 Islami Insurance Bangladesh Limited 66.47 1.96% 2020

3 Takaful Islami Insurance Limited 57.60 1.70% 2020

4 Islami Commercial Insurance Company Limited 55.19 1.63% 2020

Total Gross Premium in the Industry for the year 2020 3391.50
[Source: BIA annual report 2020]

107
(x) Sources and availability of raw materials, names andaddresses of the principal suppliers and contingency plan in case of
any disruption;

The Company does not procure any raw materials and as such has no principal merchandizing supplier(s).

(xi) Sources of, and requirement for, power, gas and water; or any other utilities and contingency plan in case of any
disruption;

The Company does not require such utilities except for ordinary use in administrative work.

(xii) Names, address(s), telephone number, web address, e-mail and fax number of the customers who account for 10% or
more of the Company‟s products or services with amount and percentage thereof;

There are no customers who provided 10% or more revenue of the Company.

(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from whom the issuer
purchases 10% or more of its raw material or finished goods with amount and percentage thereof;

There are no suppliers who provided 10% or more its raw material or finished goods.

(xiv) Description of any contract which the issuer has with its principal suppliers or customers showing the total amount and
quantity of transaction for which the contract is made and the duration of the contract. If there is not any of such contract, a
declaration is to be disclosed duly signed by CEO or MD, CFO and Chairman on behalf of Board of Directors;

The Company has no such contract with principal suppliers or customers.

Declaration regarding contract with principal suppliers or customers

We, on behalf of Board of Directors of the Company here by declare that Islami Commercial Insurance Companydid not enter
into any contract with its any suppliers or customers.

Sd/- Sd/- Sd/-


Md. Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed Shahida Anowar
Chief Financial Officer Chief Executive Officer Chairman

(xv) Description of licenses, registrations, NOC and permissions obtained by the issuer with issue, renewal and expiry dates;
Name of Issues
Registration/Certifica
(Licenses, License Issuer/Issuing Date of Date of
Sl te/LicenseNo./Permis Issue Date
registration, NOC Authority renewal expiry
sion letter No.
and permission)
Certificate of Registrar of Joint Stock
1 C-38854 18 October 1999 N/A N/A
Incorporation Companies and Firms
Commencement of
Chief Controller of
2 commercial 5891 18 October 1999 N/A N/A
Insurance
operation
E-Trade License Dhaka South City TRAD/DSCC/327587
3 22/9/2021 22/09/2021 30/06/2022
certificate Corporation /2019
Certificate of Controller of Insurance 31-Dec- 2022
4 No. CR-07/1999 29 December 1999 24-Mar-2022
registration (Duly renewed by IDRA)
ISO Certificate MOODY INSPECTION & 2 February
5 MIAL/BD/03022022 3 February 2022 N/A
9001:2015 ASSURANCE 2022
NOC to issue rights
Insurance Development
share among
5 Regulatory Authority N/A N/A N/A N/A
sponsor
(IDRA)
shareholders
Insurance Development
NOC to raise capital B:U:N:I:K:/Non-
6 Regulatory Authority Dated 04 June 2018 - -
through IPO Life/2566/2015/122 ,
(IDRA)

108
BSEC/CI/CPLC-
25 March 2014
418/2013/202
BSEC/CI/CPLC-
01 February 2015
418/2013/58
- -
Consent for raising BSEC/CI/CPLC-
7 BSEC 07 January 2016
paid up capital 418/2013/13
BSEC/CI/CPLC-
06 February 2018
418/2013(Part-02)/82
BSEC/CI/CPLC-
21 April 2019
418/2013/271

(xvi) Description of any material patents, trademarks, licenses or royalty agreements;


The Company does not have any material patents, trademarks, licenses or royalty agreements except as mentioned in the above
licences
(xvii) Number of total employees and number of full-time employees;
The total number of employees of Islami Commercial Insurance Company is 351 nos. person as on 31 December 2021. The details
have been provided below:

Salary range (Monthly) No. of full time employees Total employees


Below Tk. 3,000 - -
Above Tk. 3,000 351 351
Total no. of emplyees 351 351
* There is no part time employee in the Company.

(xviii) A brief description of business strategy;


The Company‟s strategic objective is to improve and consolidate its position in the insurance industry with a continuous growth
philosophy. The major focus of the Company is to enhance value creation through delivering insurance product to wide range of
clients. In order to achieve the objective the Company has been adopted the following strategies:

Marketing strategy
1. Emphasize service and support.
2. Increase market share.
3. Reinforce a market image as the finest service provider in the industry.
4. Forecast customer needs.
Financial strategy
1. Focusingon profit.
2. Maintaining transparency and integrity on financial transaction.
3. Focusing on controlling of cost.
4. Budgeting and variance analysis.
5. Financial risk analysis.
Promotion and brandingstrategy
1. Advertisement in the local newspapers, online, television, electronic media etc.
2. Maintain relationship with the clients.
3. Liaison with insurance agents.
4. Sales incentives for the agents.

Pricing strategy
Our customers are especially sensitive to value. We must ensure that our price and service are perceived to be good value to our
client.

Operational excellence strategy


The reality of the insurance industry is that the service is the product. With this important fact recognized, the Company strives
to provide the highest level of customer service. The Companyhas continued to invest in operational excellence throughout the
organization. The Company are addressing operational excellence through continuous process improvement, customer service
and technology development. Alignment of its people to „process improvement‟ through change management and upgrading of
skills as required for customer satisfaction is a continuous activity. Awareness of this quality commitment is widespread among
all the employees.

Strategy for business competiveness


109
Desh General Insurance Limitedhas been driven by client need for reducing business risk. By satisfying client demand on time,
it has gained on competitive advantage over the others competitors.

Human capital strategy


The Company considers personnel as key resources. Therefore, we are continually working to preserve, encourage and develop
the people to perform at their highest potential.

(xix) A table containing the existing installed capacities for each product or service, capacity utilization for these products or
services in the previous years, projected capacities for existing as well as proposed products or services and the assumptions
for future capacity utilization for the next three years in respect of existing as well as proposed products or services. If the
projected capacity utilization is higher than the actual average capacity utilization, rationale to achieve the projected levels;

There is no such capacity in this respect.


(e) Description of Property:
Contain the following information in respect of properties of the issuer namely:-
(i) Location and area of the land, building, principal plants and other property of the Company and the condition thereof;

The corporate office of the Company is situated at Jiban City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000,
Bangladesh. The other properties of the Company as on 31 December 2021 are as follows:

Sch-"A"
i) Cost
COST DEPRECIATION

Particulars Written down value Sold during Addition during Total at December Rate At January 01, Depreciation for At December 31, Written down
At Jan. 01, 2021
on Jan 01, 2021 the period this year 31, 2021 2021 the year 2021 2021 value.

Tk. Tk. Tk. Tk. Tk. Tk. Tk. Tk. Tk.


Furniture & Fixture 7,826,715 3,881,235 77,400 7,904,115 10% 3,945,480 390,364 4,335,844 3,568,271
Office Equipment 12,215,866 4,645,635 148,100 12,363,966 15% 7,570,231 710,615 8,280,846 4,083,120
Vehicles 63,480,207 17,425,831 - 63,480,207 20% 46,054,376 3,485,166 49,539,542 13,940,665
Crockeries & Cutleries 194,370 68,702 17,400 211,770 20% 125,668 16,620 142,288 69,482
Office decoration 9,887,914 4,218,157 53,330 9,941,244 10% 5,669,757 427,149 6,096,906 3,844,338
Air conditioner 5,042,315 1,955,738 239,786 5,282,101 15% 3,086,577 304,879 3,391,456 1,890,645
Software Installation 1,491,400 577,586 - 1,491,400 20% 913,814 115,517 1,029,331 462,069
Telephone Installation 306,465 139,466 7,900 314,365 15% 166,999 21,850 188,849 125,516
Building 43,665,870 37,872,195 - 43,665,870 2% 5,793,675 757,444 6,551,119 37,114,751
Land 1,480,000 1,480,000 - - 1,480,000 0% - - - 1,480,000
Total Tk. 145,591,122 72,264,545 - 543,916 146,135,038 73,326,577 6,229,604 79,556,181 66,578,857
The above mentioned properties are in good condition.

(ii) Whether the property is owned by the Company or taken on lease;


The floor spaces of head office is owned and branch offices are taken on lease and the assets situated at head office and branch
offices are entirely owned by the issuer.

110
(iii) Dates of purchase, last payment date of current rent (LvRbv) and mutation date of lands, deed value and other costs
including details of land development cost, if any and current use thereof;
The Company has no land under its ownership except 0.271305 decimal land on which 6900 square feet floor space of head
office situated. The detail of land has been given under:

Sl Details of Land Date of last payment mutation deed other costs current use
Purchase date of current date of lands value including details
rent (LvRbv) of land
development cost
6900 square feet
(approximately)
comprising 2
(two) office spaces
at 15th floor and 02
(Two) car parks Currently,
aat basement 1 of ICICL is
5 November Tk.
01 City Center, *Please see note below N/A using the
2011 2,75,76,000
Motijheel floor space as
alongside its Corporate
proportionate Head office.
undivided and
undemarkated
0.271305 katha of
land.

Note: The Company has already applied to the concern authority for mutation of its land measuring 0.271305 katha situated at
“City Center” Motijheel, Dhaka which is under process. As soon as mutuation process shall be completed, the Company shall pay
rent in due course.

(iv) The names of the persons from whom the lands has been acquired or proposed to be acquired along with the cost of
acquisition and relation, if any, of such persons to the issuer or any sponsor or director thereof;
The Company did not acquire or proposed to be acquired any land except as follows:
Sl Details of Land names of the persons from cost of relation Remarks
whom the lands has been acquisition
acquired
01 6900 square feet Dhaka City Corporation Tk. 4,02,76,000 Buyer and Dhaka City Corporation
(approximately) which included: Seller appointed Belhasa Accom
comprising 2 (two) JV Ltd. as developer of City
office spaces at 15th 1. Tk. 2,75,76,000 Center to build 37 storied
floor and 02 (Two) as Purchasing Commercial building on
car parks aat Cost and Joint venture basis.
basement 1 of City
Center, Motijheel 2.Tk. 1,27,00,000 Belhasa Accom JV Limited
alongside as utility , fire got irrevocable power of
proportionate fighting and attorney to sell floor space
undivided and logistic cost on behalf of Dhaka City
undemarkated Corporation.
0.271305 katha of
land. Accordingly, ICICL
executed purchase deed
from Belhasa Accorm JV for
purchasing the properties

111
(v) Details of whether the issuer has received all the approvals pertaining to use of the land, if required;

The Company has no land under its ownership except as follows and the issuer received all approval pertaining to use of land.

Summary of Land used by Islami Commercial Insurance Company Limited:

Sl Particulars Details
1 Details of Land 6900 square feet (approximately) comprising 2 (two) office spaces at 15th floor and 02 (Two)
car parks aat basement 1 of City Center, Motijheel alongside proportionate undivided and
undemarkated 0.271305 katha of land.
2 Approval Authority Dhaka City Corporation
3 Date of Approval 5.11.2011
4 Seller Dhaka City Corporation
5 Developer Belhasa Accom JV

The details of land purchase and ground of approval given below:

1. Dhaka City Corporation is the absolute owner of about 1(one) Bigha of Land situated at Motijheel Commercial Area.
2. Dhaka City Corporation is being desirous to build a 37 multi-storied commercial building under the name and style of
“ City Center” on Joint venture basis with Belhasa Accom JV represented by its chairman Mr. M. Obaidul Karim.
3. Belhasa Accom acquired proportionate rights by virtue of irrevocable general power of attorney to sell floor space
along with basement with terms and condition in accordance with RAJUK rules
4. Accordingly, Dhaka City Corporation execute and register a sale deed and other relevant deeds and documents for
transferring the office space with proportionate share in the common space and the land to the purchaser at the price
fixed by the vendor (developer).
5. Dhaka City Corporation being in absolute and peaceful possession and having received the purchase consideration
price in full from the purchaser (IslamiC Commercial Insurance Company Limited)
6. Accordingly, on 5th Janaury 2011 , Dhaka City Corporation handed over the absolute possession of the scheduled
propertyalong with the structured constructed thereon transferred herein to the purchaser to hold the same for ever.
7. From now on the purchaser or its successor –in –interest, lega representatives, administrator and assigns shall have
every lawful right, title,, interest with peaceful possession and entry into the property transferred herein.

[Source: Report on the valuation of Land by A Haque & Co., Chartered Accounts Dated: 18-12-2013]

(vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge on the property, with name of
the mortgagee;

The Company did not give its property to mortgage or other type of charge to any financial institution except lien of FDR
against Bank Loan.

(vii) If the property is taken on lease, the expiration dates of the lease with name of the lessor, principal terms and
conditions;
No property is taken on lease except the following branch offices under operating lease agreement.

Expiration date
Sl. Name of the Principal terms
Description Location of Remarks
No. lessor and Condition
the lease
Office
1. Md. Musa 900 Sft
603,Wali Khan Bhaban, Space=
Khan Operatin
01 Agrabad Sk Mujib Road, 31/Aug/2024 Advance= 300,000
2.Md. Esha g Lease
Chittagong
Khan
Rent= 18,000.00
Office
300 Sft
Space=
Ahsan 30, Ahsan Ahmed Road, Mrs. Shahida Operatin
02 31/Dec/2022 Advance= -
Ahmed Road Khulna. Begum g Lease
Rent= 36,300.00

112
Office
Dr. Nawab Ali Tower, 874 Sft
Space=
24-24/A, 6th Floor, Suit AKM Operatin
03 B. B. Avenue 31/March/2024 Advance= 300,000.00
No:F-603, Purana Paltan Barkatullah g Lease
Dhaka
Rent= 40,000.00
Office
1 room
Ga-103, Maddhaya Space=
Md. Imrul Operatin
04 Badda Badda, 30/Nov/2022 Advance= 150,000.00
Hasan g Lease
Dhaka-1212
Rent= 14,000.00
1. Yesmin Office
1000 Sft
Begum Space=
2. Farha
Advance= 200,000.00
ferdous
House No-1, 2nd Floor, Sarkar
Operatin
05 Banani Road-09, 3. Saima 31/Dec/2023
g Lease
Block-J, Baridhara Ferdous
Sarkar Rent= 30,000.00
4. Labib
Ahmed
Sarkar
Office
450 Sft
Space=
13, Bangshal road, Ferdous Ara Operatin
06 Bangshal 30/Nov/2022 Advance= 100,000.00
Dhaka. Boby g Lease
Rent= 14,000.00

1. Jahan Shah Office


1 room
Kabir Space=
Hotel Melody (1st Floor), Operatin
07 Barishal 2. Jewel kabir 31/Mar/2023 Advance= 500,000.00
19, Sadar Road, Barisal g Lease
3. Shahansha
h Kabir Rent= 20,000.00
1. Mst Dil Office
1 room
Afroza Banu Space=
Ali Azam Market (2nd 2. Md. Faruk
Advance= Nil Operatin
08 Bogra Floor), Jhautala, Borogola Rahman 31/Aug/2025
g Lease
More, Bogra. Khan
3. Mst. Gole Rent= 10,000.00
Afrooz Banu
Office
2 Room
69/2, (2nd Floor), Nazrul Md. Golam Space=
Operatin
09 Comilla Avenue, 2nd Kandirpar, Mostafa 31/Jan/2024 Advance= 300,000.00 g Lease
Comilla. Mojumdar
Rent= 11,000.00
1. Mr. Office
1 room
Rafikul Space=
Islam
Advance= 400,000.00
Chowdhur
200/201, Azma Complex,
i Operatin
10 Dewanhat DT Road, Dewanhat, 30/Sep/2024
2. Mr. g Lease
Chittagong
Moinul
Rent= 12,000.00
islam
Chowdhur
y
Lal Bhaban (9th Floor), 18 1. Mr. Office Operatin
11 Dilkusha 31/May/2031 790 Sft
Rajuk Avenue, Dhaka- Shamsul Space= g Lease

113
1000 Alam
2. Mrs Nilufar Advance= 2 ,000,000.00
Huda
3. Mrs
Farzana
Shams
4. Nafeez Rent= 39,500.00
Imtiaz Shams
5. Nayeem
Imtiaz Shams
Office
450 Sft
New Shital Plaza (1st Space=
Md. Abdul Operatin
12 Dinajpur Floor), Station Road, 31/Jan/2023 Advance= -
Jalil g Lease
Kotwali,Dinajpur
Rent= 7,000.00
Office
3, R.K. Mission Road, 655 Sft
SIDLAW Space=
Lily Pond Center (10th Operatin
13 Hatkhola Textiles (BD) 31/May/2024 Advance= 100,000.00
Floor), Suit-No: F, g Lease
Ltd.
Motijheel , Dhaka-1203
Rent= 25,000.00
Office
1 Room
Chawkbazar Jame Space=
Md. Nurul
14 Faridpur Masjid Market (1st Floor), 30/Jun/2023 Advance= 100,000.00
islam
Thana Road, Faridpur.
Rent= 12,000.00
1. Mohamma Office
600 Sft
dullah Space=
Shafiullah Complex (2nd
Operatin
15 Jessore Floor), 27 M.K. Road, 31/Aug/2028 Advance= 1,000,000
2. Mohamma g Lease
Jessore.
d Sadeq
Rent= 7,200.00
Ullah
1. Nurul Office
750 Sft
Amin Khan Space=
870, Sheikh Mujib Road,
2. Nurul Operatin
16 Kadamtali Pathantuli, 2nd Floor, 31/Dec/2024 Advance= 576,000.00
Gaffar Khan g Lease
Chittagong
3. Nurul
Rent= 12,000.00
Kuddus Khan
Office
2 Room
1. Mst. Space=
Kawran 128/1, East Tajturi Bazar Operatin
17 Sokhina 30/Jun/2023 Advance= 250,020
Bazar Tejgaon, Dhaka-1215 g Lease
Begum
Rent= 12,000
Office
466 Sft
Space=
17, South Nalapara, P.S.
Mrs. Baby Operatin
18 Khatungonj Doublemooring, Dist- 31/Dec/2022 Advance= ---
Paul g Lease
Chattagram.
Rent=
9,664.00
Office
1600 Sft
Space=
28, Sir Iqbal Road (2nd Md. Anowar Operatin
19 Khulna 31/Dec/2022 Advance= ---
Floor), Khulna. Hossain g Lease
Rent= 50,000.00
Lovely Tower (4th
Floor), Lovely Office Operatin
20 Kushtia 31/May/2022 1216 Sft
55/1, Serajddowla Road, Housing Ltd. Space= g Lease

114
Kushtia. Advance= ---

Rent= 29,184.00
1. Bijoyesh Office
1150 Sft
Chowdhuri Space=
Holiding No 1209 (2nd
2. Bipulesh
floor), K.B Aman Ali Advance= 100,000
Chowdhuri Operatin
21 Laldighi Road, Laldighi, 31/Dec/2023
3. Kaniz g Lease
Chottagram
Kawsar
Rent= 20,000
Chowdhuri &
Gong
Office
Shahjalal Complex (3rd 1000 Sft
Space=
Floor),80/A,Shiddeshwa 1. Lutfa Operatin
22 Malibagh 31/Dec/2025 Advance= 1,080,000.00
ry Circular Road, Dhaka- Begum g Lease
1000
Rent= 30,000.00
Office
1400 Sft
Central Plaza (4th Floor), Space=
231, Begum Rokeya Abdul Operatin
23 Mirpur 30/Apr/2026 Advance= 300,000.00
Sarani, , Mirpur, Dhaka- Khaleque g Lease
1216 57,500.00
Rent=
Office
800 Sft
Amjad Mansion (5th 1. Sabana Space=
Operatin
24 Moulvi Bazar Floor), 74, Bagum Bazar, Niaz 31/May/2022 Advance= --- g Lease
Dhaka-1100 2. Razia Istiaq
Rent= 29,150.00
Office
1200 Sft
Ali Plaza,(2nd floor), 64- 1. Md. Space=
Operatin
25 Mymensing Choto Bazar, Samsuzzama 31/Dec/2023 Advance= 100,000
g Lease
Mymensing. n
Rent= 18,000
Office
Sultan uddin Bhuiya 1 Room
Space=
Shopping Complex (3rd Khaleda Operatin
26 Narsingdi 31/Oct/2023 Advance= ---
Floor), Room No -2, Satir Sultana g Lease
Para, Narshingdhi
Rent= 8,000
Office
433 Sft
Space=
107, Nawabpur Road, Md. Fazlur Operatin
27 Nawabpur 28/Dec/2025 Advance= 100,000.00
Dhaka-1100 Rahman g Lease
Rent= 17,355.00
Office
850 Sft
406, Bokul Lane, Space=
Ashfia Operatin
28 Pabna Gopalpur, Pabna Sadar, 31/Aug/2025 Advance= 500,000.00
Hayder g Lease
Pabna
Rent= 8,000.00
1. Abul Office
400 Sft
Hossain Space=
149, Aga Sadek Road ,
2. Zakir Operatin
29 Paltan P.S. Kotowali, Dhaka- 31/Jan/2024 Advance= 200,000.00
Hossain g Lease
1000
3. Ahmed
Rent= 8,000.00
Hossain
30 Rajshahi Holding No 78.01, Mrs. Rajia 30/Sep/2023 Office 700 Sft Operatin

115
Mouza-Rampur,Mia Islam Space= g Lease
para, Ghoramara, Boalia ,
Rajshahi Advance= 487,125

Rent= 4,500
1. Uttshorgo, Office
380 Sft
Chairman Space=
Afzalur
Utsarga Bhaban (2nd Advance= ---
Rahman Operatin
31 Rangpur Floor), Station Road, 31/Oct/2023
2. Uttshorgo, g Lease
Rangpur
Secretury Md.
Rent= 10,000
Abdul Wahed
Mia
Office
Alauddin Bhaban (3 rd 785 Sft
Haji Space=
Floor), 1-A Fakirapool, Operatin
32 VIP Road Alauddin 31/Jan/2024 Advance= 200,000
DIT Extension Road, g Lease
Ahmed
Dhaka-1000
Rent= 31,400
Office
33 Local Office 1.Mrs. 4757 Sft
Khan Mansion (6th Space=
Nuruzzaman Operatin
34 Motijheel Floor), 107, Motijheel 30/Jun/2024 Advance= -
Khan & g Lease
C/A, Dhaka-1000
Brothers
35 Principal Rent= 118,925.00
Office
1 room
Space=
52/1, SM Maleh Road, Mr. Riaz Operatin
36 Narayangonj 31/5/2025 Advance= 100,000
Tanbazar, Narayangonj Mahmood g Lease
Rent= 10,000.00

(viii) Dates of purchase of plant and machineries along with sellers name, address, years of sale, condition when purchased,
country of origin, useful economic life at purchase and remaining economic life, purchase price and written down value;

The Company has no plant and machineries.

(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of the suppliers, date of
placement of order and the date or expected date of supply, etc.

The Company has no plan to purchase plant and machineries

(x) In case the machineries are yet to be delivered, the date of quotations relied upon for the cost estimates given shall also
be mentioned;

No machineries are yet to be delivered.

(xi) If plant is purchased in brand new condition then it should be mentioned;

The Company has no plant.

(xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if any, including the age of
the machineries, balance estimated useful life, etc. as per PSI certificates of the said machineries as submitted to the
Commission;

The Company has no re-conditioned or second- hand plant & machinery. The Company has no plan to purchase second hand or
reconditioned machineries.

116
(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to the Commission;
Physical verification report
Particulars
Name of Company : Islami Commercial Insurance Company Limited
Date of visit 5 April 2021
Registered office, Head : Registered and Head Office- City Center, Level-16, (Own Space), 90/1, Motijheel
office and Principal C/A, Dhaka – 1000, Bangladesh
Branch
Name Position

Representatives from PFCML:


1. Mr. Md. Rezaul Haque Managing Director (CC)
2. Mr. Abdul Mannan FCA Chief Financial Officer
Visited by the officials
3. Mr. Mohammad Rajibul Islam Head of Issue Manageemnt
of
:
PFCML, ICML & ECSL
Representatives from ICML:
1. Mr. Asit Kumar Chakravorty Chief Executive Officer
2. Ms. Swapna Roy Senior Executive Officer

Representatives from ECSL:


1. Md Khurshid Alam Chief Executive Officer
1. Mr.Mir Nazim Uddin Ahmed Chief Executive Officer
Accompanied by the
: 2. Mr.Moinul Ahsan Chowdhury Chief Financial Officer
officials of ICIL
3.Mr. Md.Akhtaruzzaman Company Secretary
: The Company signed an issue management agreement on 5 April 2022 with Prime
Finance Capital Management Limited (PFCML), ICB Capital Management Limited
(ICML) & EC Securities Limited (ECSL) for public issue of shares through Initial Public
Purpose of Visit
Offering (IPO). In this respect, the management of PFCML, ICML & ECSL jointly
visited the head office as a part of due diligence of issue manager on 5 April 2022 in
order to get the operational status of the Company before public issue of shares.
: 1. Physical visit to premises
Procedured follow 2. Cheking the physical condition of Assets
during visit 3. Cheking the documents such as Asset register
4. Face face correspondence with the Managements and employees
Issuer properties details
Properties type : Office premises & others fixed assets
Properties location : City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000, Bangladesh
During our visit we have found the following properties such as:
Immovable Properties:
1. Land with car parking facilities at basement -1 at City Center, Motijheel
2. Corporate Head office situated at own land at City Center, Motijheel

Movable Properties such as


 Furniture and Fixtures
 Signboard and Holding
Details of Properties  Office Equipment
 Telephone
 Computer
 Decoration
 Electrical Equipment
 Motor Vehicle
 Air Condition
 Cookeries &
 Software Installation

Our observation on Physical existence of office equipment, furniture & fixtures, electrical equipment and others:

117
We have visited the head office of Islami Commercial Insurance Company Limited
situated at City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000,
Bangladesh. Our observation in this regard as follows:

Sign Board:
We have found a signboard of the Company in front of entrance.

Office decoration and other facilities


The office is well decorated with having modern facilities such as lift, reception and
adequate space for the employees. There are also facilities of wash room, kitchen and
server room. The entire office is fully air conditioned. There are also fire extinguishers
Comments are kept in the office during emergency

Employees:
During our visit we found that employees were working there. We communicated with
several employees of the Company and they expressed their satisfaction about the
official environment.

Asset register:
During our visit we found the asset register in the Company

Condition of Properties:
During the course of visit, we have found office equipment, furniture & fixtures,
electrical equipment and others in the office premises are in good condition.

Signed by

Sd/- Sd/- Sd/-


Md. Rezaul Haque Asit Kumar Chakravorty Khurshid Alam
Managing Director Chief Executive Officer Chief Executive Officer
Prime Finance Capital Management ICB Capital Management Limited EC Securities Limited
Limited Date: 10 April 2022 Date: 10 April 2022
Date: 10 April 2022

(xiv) If the issuer is entitled to any intellectual property right or intangible asset, full description of the property, whether
the same are legally held by the issuer and whether all formalities in this regard have been complied with;

The Company does not have any intellectual property right or intangible assets.

(xv) Full description of other properties of the issuer.

The description of other properties of the Company has been described as follows:

Sl. Particulars Written down value as at 31.12.21


1 Furniture & Fixture 3,568,271
2 Office Equipment 4,083,120
3 Vehicles 13,940,665
4 Crockeries & Cutleries 69,482
5 Office decoration 3,844,338
6 Air conditioner 1,890,645
7 Software Installation 462,069
8 Telephone Installation 125,516
9 Building 37,114,751
10 Land 1,480,000
Total 66,578,857

118
(f) Plan of Operation and Discussion of Financial Condition:
(i) If the issuer has not started its commercial operation, the Company‟s plan of operations for the period which would be
required to start commercial operation which shall, among others, include:-

The Company was incorporated as a Public Limited Company with the issuance of certificate of incorporation bearing No.: C-
38854(812)/99 on 18 October 1999 by the Registrar of Joint Stock Companies & Firms. The Company commenced its commercial
operation on 18 October 1999.
(ii) If the issuer had been in operation, the issuer‟s revenue and results from operation, financial position and changes in
financial position and cash flows for the last five years or from commercial operation, which is shorter, shall be furnished in
tabular form which shall, among others, include the following information:
Revenue and results from operation
Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
MANAGEMENT EXPENSES
(Not applicable to any fund or account):
Directors‟ fees 292,750 264,500 510,000 414,000 902,750
Audit fee 126,500 92,000 92,000 70,000 70,000
Legal expenses 751,200 52,496 13,800 141,450 -
Consultancy Fee - - - - 92,000
Advertisement 186,278 160,440 115,543 34,600 52,076
Authorised Capital raising / Consent Fee - 230,000 26,824 27,386 -
Branch Licence and Training Expenses 249,500 308,850 264,695 136,530 79,500
Leavy and Annual Subscription to BIA 100,000 200,000 225,000 300,000 200,889
Donation & Subscription 329,350 909,723 3,255,460 319,076 1,353,000
Registration and Renewals 1,102,668 1,026,250 1,037,946 889,112 1,440,373
Credit Rating Fee 119,444 160,000 160,000 160,000 160,000
Annual General Meeting - 190,302 - - -
Compensation to Custom, Excise & VAT - 1,040,000 215,000 - 1,048,819
Compensation for non issuing IPO 8,115,000 - - - -
Paid to IDRA-UMP Charge 1,409,221 802,508 1,067,451 1,440,000 5,975,000
Workers profit Participation fund 3,899,777 2,317,222 - - -
Depreciation (Sch-A) 7,859,147 8,941,999 10,289,527 11,390,477 11,188,352
Net Profit/(Loss) before tax 77,995,548 46,344,431 49,915,815 7,682,111 59,893,092
Total 102,536,383 63,040,721 67,189,061 23,004,742 82,455,851

INTEREST, DIVIDEND AND RENT


(Not applicable to any fund or account): 32,566,201 5,908,862 32,857,171 28,150,791 71,495,877
Interest Income 16,017,727 11,124,472 23,815,503 13,952,684 28,868,263
Cash Dividend on Share 1,602,798 2,639,143 1,585,944 2,751,104 7,199,155
Capital Gain/(Loss) 14,945,676 -7,932,050 7,197,084 11,447,003 35,428,459
Co-Insurance Service Charge - 77,297.00 258,640.00 - -
Profit/(Loss) Transferred from: 69,970,182 57,131,859 34,331,890 -5,146,049 10,959,974
Fire Insurance Revenue Account -39,970,954 -42,852,580 -25,725,862 -69,311,485 -9,536,543
Marine Insurance Revenue Account 76,505,561 67,335,147 39,179,203 37,187,818 10,632,182
Marine Hull Insurance Revenue Account. -667,836 -2,426,212 -2,717,887 0 0
Motor Insurance Revenue Account 16,766,474 22,756,126 12,514,897 18,280,974 609,817
Miscellaneous Insurance Revenue Account 17,336,937 12,319,378 11,081,539 8,696,644 9,254,518
Total 102,536,383 63,040,721 67,189,061 23,004,742 82,455,851
Earnings per Share (EPS) 1.82 1.03 1.14 0.18 1.95

Statement of financial position


Particulars 30-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17

CAPITAL AND LIABILITIES


EQUITY AND LIABILITIES
Share Capital

119
Authorized Capital:
10,00,00,000 Ordinary Shares of Tk. 10 each 1,000,000,000 1,000,000,000 750,000,000 750,000,000 750,000,000
Issued, Subscribed and Paid up Capital:
30,391,660 Ordinary Shares of Tk. 10 each 303,916,600 303,916,600 295,064,800 295,064,800 268,240,800
Reserve or Contingency Account 333,075,555 287,226,104 264,824,751 245,910,947 272,157,954
Reserve for Exceptional Losses 152,049,754 138,644,927 133,644,927 130,644,927 128,644,927
Profit and Loss Appropriation Account 35,317,055 35,620,388 12,265,733 16,867,489 45,114,496
Revaluation Reserve 105,604,768 93,854,130 93,854,130 93,854,130 93,854,130
Reserve for Investment Fluctuation Fund 40,103,978 19,106,659 25,059,961 4,544,401 4,544,401

Total Shareholders' Equity 636,992,155 591,142,704 559,889,551 540,975,747 540,398,754

Balance of Funds & Accounts: 138,833,142 148,748,039 141,838,023 111,530,771 96,259,713


Fire Insurance Business 35,076,914 43,346,708 42,915,229 42,959,685 29,909,037
Marine (Cargo) Insurance Business 66,612,504 61,946,119 54,554,836 35,437,476 40,296,531
Marine (Hull) Insurance Business 7,974,788 7,426,988 4,709,133 - -
Motor Insurance Business 15,141,839 25,836,711 28,498,409 21,211,067 18,811,692
Miscellaneous Insurance Business 14,027,097 10,191,513 11,160,416 11,922,543 7,242,453

Liabilities and Provisions 311,185,458 229,752,166 253,205,085 307,377,735 243,133,923


Estimated liabilities in respect of 39,467,482 44,915,530 50,626,675 38,435,530 35,218,167
outstanding claims whether due or
intimated
Amount due to other persons or bodies 133,966,665 86,849,643 - 137,135,780 71,654,747
carrying on insurance business
Deposit Premium 16,190,214 9,312,390 9,021,059 5,953,277 5,116,013
Sundry Creditors 22,766,475 10,002,554 7,541,608 125,853,148 126,375,996
Bank Loan against lien of MTDR - - 49,360,000 - 4,769,000
Provision for Taxation 98,947,683 78,771,616 136,696,864 - -
Deferred Tax Liabilities (153,061) (99,567) (41,121) - -
Total 1,087,010,755 969,642,909 954,932,659 959,884,253 879,792,390
PROPERTY AND ASSETS
Non-Current Assets 393,513,282 367,614,652 386,446,821 389,527,017 315,564,939
Fixed Assets 158,177,119 153,741,712 161,850,446 170,925,759 174,755,477
Investment - at Cost (BGTB) 25,000,000 25,000,000 25,000,000 25,000,000 25,000,000
Investment in Share 210,336,163 188,872,940 199,596,375 193,601,258 115,809,462

Current Assets 337,848,203 304,133,158 235,693,681 197,169,937 169,437,955


Accrued Interest 8,553,728 7,713,733 18,865,500 16,370,600 24,802,500
Amount due from other persons or bodies 204,636,716 189,291,948 48,330,604 26,978,646
Carrying on insurance business
Sundry Debtors 124,657,759 107,127,477 168,497,577 153,820,691 144,635,455

Stamps in Hand 67,506 117,889 534,119 88,791 109,451


Stock of Printing Materials 970,590 969,450 880,097 1,575,650 865,350

Cash and Cash Equivalent: 354,611,174 296,807,760 331,377,941 371,522,858 393,814,695


Fixed Deposit Account 263,400,000 240,200,000 275,000,000 276,400,000 312,500,000
STD & Current Account 63,462,547 48,028,461 42,786,823 78,881,713 72,825,414
Cash With BO Accounts 20,558,665 1,093,008 585,318 4,241,274 28,875
Cash in Hand 7,189,962 7,486,291 13,005,800 11,999,871 8,460,406

Total 1,087,010,755 969,642,909 954,932,659 959,884,253 879,792,390

Changes in financial position


Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17

Share Capital 303,916,600 303,916,600 295,064,800 295,064,800 268,240,800

120
Profit and Loss Appropriation Account 152,049,754 138,644,927 133,644,927 130,644,927 128,644,927
Reserve for Exceptional Losses 35,317,055 35,620,388 12,265,733 16,867,489 45,114,496
Revaluation Reserve 105,604,768 93,854,130 93,854,130 93,854,130 93,854,130
Reserve for Investment Fluctuation Fund 40,103,978 19,106,659 25,059,961 4,544,401 4,544,401
Total Equity 636,992,155 591,142,704 559,889,551 540,975,747 540,398,754

Cash flows
Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Cash Flow from Operating Activities:
Collections from premium and other 387,021,098 485,601,310 895,349,178 398,091,835 397,693,979
income
Payment for Management Expenses, (265,172,239) (474,871,896) (958,772,037) (320,796,692) (289,784,553)
Re-Insurance, Claim & Commission
Cash generated from Operation 121,848,859 10,729,414 (63,422,859) 77,295,143 107,909,426
Income Tax Paid & Deducted at Source -20764144 -11385141 (13,363,980) (10,115,771) (19,917,993)
Net Cash Generated from Operating 101,084,715 (655,727) (76,786,839) 67,179,372 87,991,433
Activities

Cash Flow from Investing Activities:


Investment in Bond/Share (21,463,223) 10,723,435 (5,995,117) (77,791,796) 323,459
Acquisition of Property Plant & (543,916) 7,021,395 9,075,313 3,829,718 (10,624,513)
Equipment
Security Deposit & Advances - (3,713,500) (1,295,259) (9,454,674) (9,756,423)
Net Cash used for Investing Activities (22,007,139) 14,031,330 1,784,937 (83,416,752) (20,057,477)

Cash Flow from Financing Activities:


Loan Received / (Paid Off) - (49,360,000) 49,360,000 - -
Dividend paid (21,274,162) - (14,753,240) (5,364,816) (4,877,106)
Net Cash Flow from Financing Activities (21,274,162) (49,360,000) 34,606,760 (5,364,816) (4,877,106)
Increase / (Decrease) in Cash and Bank 57,803,414 (35,984,397) (40,395,142) (21,602,196) 63,056,850
Balance
Add: Cash and Bank Balance at Opening 296,807,760 332,792,157 373,187,299 394,789,495 331,732,645
Cash and Bank Balance at Closing 354,611,174 296,807,760 332,792,157 373,187,299 394,789,495

(a) Internal and external sources of cash;

Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17

1 Internal sources of Cash


A Share capital 303,916,600 303,916,600 295,064,800 295,064,800 268,240,800
B Retained earnings 152,049,754 35,620,388 12,265,733 16,867,489 45,114,496
C Sub-Total (A) 455,966,354 339,536,988 307,330,533 311,932,289 313,355,296
2 External sources of Cash
A Long term loan net off current maturity - - - - -
B Current portion of long term loan - - - - -
C Finance lease obligation net off current - - - - -
maturity
D Current portion of finance lease obligation - - - - -
E Short term loan (Korje Hasana againt lien - - 49,360,000 - 4,769,000
of FDR & no interest chargable)
F Sub-Total (B) - - 49,360,000 - 4,769,000
g Grand Total (A+B) 455,966,354 339,536,988 356,690,533 311,932,289 318,124,296

121
(b) Any material commitments for capital expenditure and expected sources of funds for such expenditure;

The Company has not entered into any material commitment for capital expenditure.

(C) Causes for any material changes from period to period in revenues, cost of goods sold, other operating expenses and net
income;

Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17

Revenue 521,561,153 551,966,426 502,029,252 462,876,880 410,212,107


Year to year changes in revenue (%) -5.83% 9.05% 7.80% 11.38% 20.56%
Cost of goods sold (COGS) N/A N/A N/A N/A N/A
Year to year changes in COGS (%) N/A N/A N/A N/A N/A
Gross profit (GP) 69,970,182 57,131,859 34,331,890 (5,146,049) 10,959,974
Year to year changes in Gross Profit (%) 18.35% 39.91% 114.99% 312.98% 4.52%
Operating expenses 190,024,676 167,991,879 180,384,597 167,273,051 145,938,187
Year to year changes in Operating expenses (%) 11.59% -7.38% 7.27% 12.75% -22.03%
Net profit after tax 55,372,975 31,253,153 33,625,803 5,408,266 52,327,777
Year to year changes in Net Profit after tax (%) 43.56% -7.59% 83.92% -867.55% 34.84%

Causes for changes in year to year changes in revenue

During the 2017-2020 period volume of premium collection was increased due to changes in marketing policy which
consequently increased the volume of revenue. But in 2021 , due to pandemic situation in the country for CORONA virus spread
and govt impose country wide lockdown,premium collection slidly decresed as a result growth of revenue also decresed

Causes for changes in COGS to revenue (%)

Not applicable

Causes for changes in gross profit (GP)

Gross profit fluctuate due to payment of claim. Gross profit in the year 2017 to 2018 decreased substantially due to payment of
claim. During the period 2019 and 2020 gross profit was uptrend due to management policy change. Gross profit in the year
2021 incresed substantially due to restriction by the IDRA to pay agent commission.

Causes for Changes in Operating expense

Operating expense varies over the year 2017 to 2021 due to chages in volume of business .

Causes for Changes in Net profit after tax

Due to imposed restriction on agent commission net profit after tax was increased during the year 2021. And other years net
profit after tax was almost consistent except 2018 due to payment of excessive claim.

(d) Any seasonal aspects of the issuer‟s business;

There is no significant seasonal aspect on the Company‟s business.

(e) Any known trends, events or uncertainties that may have material effect on the issuer‟s future business;

There are no known trends, events or uncertainties that may affect on the future business of the Company except followings:

1. Changes in government policy


2. Political unrest
3. Natural calamities

122
(f) Any assets of the Company used to pay off any liabilities;

No assets of the Company have been used to payoff any liabilities of the Company.

(g) Any loan taken from or given to any related party or connected person of the issuer with details of the same;

No loan was taken from or given to any related party or connected person of the Company.

(h) Any future contractual liabilities the issuer may enter into within next one year, and the impact, if any, on the financial
fundamentals of the issuer;

The Company has no plan to enter into any future contractual liability within next one year except normal course of insurance
business.

(i) The estimated amount, where applicable, of future capital expenditure;

The Company has not any plan to make any capital expenditure except for those mentioned in the „Use of Proceeds‟ Chapter xxii
of this prospectus.

(j) Any VAT, income tax, customs duty or other tax liability which is yet to be paid, including any contingent
liabilities stating why the same was not paid prior to the issuance of the prospectus. Updated income tax status
for the last 5 years or from commercial operation, which is shorter;
VAT:
The VAT registration number of the company is BIN : 002410528-0202 under area Dhaka (South). Year wise VAT status of the company is
given below.

VAT on Agency Commission Demand by


Year Custom, Excise & VAT Commissionerate, Current Status
Dhaka (South)
2021 The Commissioner of Custom Excise & VAT Commissionerate, Dhaka
(South), Dhaka vide their letter no- 4(6)120-g~tbxt/gymK Av`vq? Bmt Kgvt Býy¨t/2016
2020 dated 24/11/2016 demaned VAT on agency commission for Tk.
2019 1,22,16,021/- against the year 2013 and 2014

2018 The Company submitted writ petition to the honorable High Court
2017 Division. Writ petition no. 16032 of 2016 and writ petition no. 16033 of
2016 against the demand.
2016
2015 cieZ©x‡Z, MYcÖRvZš¿x evsjv‡`k miKvi, Af¨šÍixY m¤ú` wefvM, XvKv KZ…©K RvwiK…Z g~j¨ ms‡hvRb
Ki,cÖÁvcb ZvwiL 28 •Rô¨,1427 e½vã/11 Ryb, 2020 Lªxóvã, Gm.Avi.I. bs-144-AvBb/2020/ 105-
2014 6,430,885.00 g~mK G cÖ`Ë ÿgZve‡j exgv †Kv¤úvbx KZ…©K G‡RwÝ Kwgkb eve` cwi‡kvwaZ A‡_©i wecix‡Z g~j¨
2013 5,785,136.00 ms‡hvRb Ki KZ©b wel‡q Ae¨vnwZ †`qv n‡q‡Q| hvi †mevi ‡KvW-S027.00|
Total= 12,216,021.00

Income Tax:
Remarks
Assessment Year

2001-2002  Return Submitted. No tax demand by NBR


2002-2003
2003-2004
2004-2005
2005-2006
 Tax return submitted by ICIL
- The Company submitted return as on 14/08/2006
 Correspondence from Tax authority
2006-2007 -N/A (The return submitted by the company was accepted by the Tax Authority)
 Updated status
-As in 2007-2008 Tax Authority accepted that it has charge excess tax for the previous years
of BDT 3,329,889.So assessment for 2006-2007 is completed.
 Tax return submitted by ICIL
- The Company submitted return as on 26/06/2007
2007-2008  Correspondence from Tax authority
 - Assessment completed by NBR on 31/12/08
 Updated status
123
- The Company is to obtain a refundable amount of BDT 3,329,889 from Tax Authority,
which subsequently adjusted accordingly
 Tax return submitted by ICIL
- The Company submitted return as on 15/07/08
 Correspondence from Tax authority
-Assessment completed by NBR on 28/06/09
 Dispute against ICIL and Tax Authority
-Total Tax assessed Tk. 8,694,586
2008-2009
- Out of total Tax assessed by NBR company has already paid Tk.3,487,909 at the time of
submission of return
-Tk. 38,56,000 paid after assessment
-The rest amount Tk. 13,50,677 was adjusted with the previous year refundable amount
- Updated status
Setlled
 Tax return submitted by ICIL
- The Company submitted return as on 15/07/09
 Correspondence from Tax authority
-Assessment completed by NBR on 27/10/10
2009-2010  Dispute against ICIL and Tax Authority
-Tax authority demanded BDT 5,110,239 including BDT 77,094 as interest.
 Updated status
The company paid Tk 3,661,251 at the time of submission of return and rest amount of Tk.
14,48,988 paid later on
 Tax return submitted by ICIL
- The Company submitted return as on 14/07/10
 Correspondence from Tax authority
-Assessment completed by NBR on 14/02/2011
2010-2011  Dispute against ICIL and Tax Authority
-Tax authority demanded BDT 6,479,305 including BDT 206,600 as interest.
 Updated status
The company paid Tk 4,500,387 at the time of submission of return and rest amount Tk
19,78,918 was paid
 Tax return submitted by ICIL
- The Company submitted return as on 17/07/2011
 Correspondence from Tax authority
-Assessment completed by NBR on 03/07/2012
2011-2012  Dispute against ICIL and Tax Authority
-Tax authority demanded BDT 12,330,279 without any interest.
 Updated status
-The company paid Tk 11,343,153 at the time of submission of return rest amount of Tk
9,87,129 paid on 19/6/2019.
 Tax return submitted by ICIL
- The Company submitted return as on 12/07/2012
 Correspondence from Tax authority
-Assessment completed by NBR on 15/12/2013
 Dispute against ICIL and Tax Authority
-Tax authority demanded BDT 20,522,449 including BDT 84,274 as interest.
 Court of Appeal
-The Company as on 05/09/2017 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 22/02/2018 and the company applied to Tax
2012-2013
Appellate Tribunal on 26/06/2018 against Appellate Commissioner of Taxes decision.
 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal U/S 158(5) of
Income Tax Ordinance 1984.
 Updated status
-The company paid Tk 14,907,263 at the time of submission of return. Subsequently, The
Company paid Tk. 12,071,405 (BDT one crore twenty lac seventy thousand four hundred five
) to NBR upto January 2022 and the rest of the demand of NBR Tk. 28,35,862 shall be paid in
124
due course

 Tax return submitted by ICIL


- The Company submitted return as on 15/07 /2013
 Correspondence from Tax authority
-Assessment completed by NBR on 7/6/2015
 Dispute against ICIL and Tax Authority
-Tax authority demanded BDT 3,819,544 including BDT 820,524 as interest.
 Court of Appeal
-The Company as on 05/09/2017 submitted tax appeal to the appellate commissioner of
taxes, which was subsequently refused on 22/02/2018 and the company applied to Tax
2013-2014
Appellate Tribunal on 26/06/2018 against Appellate Commissioner of Taxes decision.
 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal U/S 158(5) of
Income Tax Ordinance 1984.
 Updated status
-The company paid Tk 1,93,63,838 at the time of submission against total tax assessment Tk
2,31,83,382. Out of rest of demand of NBR Tk 38,19,544, the Company paid Tk 300,000 and
rest of demand Tk. 37,899,544 shall be paid in due course.
 Tax return submitted by ICIL
- The Company submitted return as on 15/07/14
 Correspondence from Tax authority
-Assessment completed by NBR on 12/8/2015
 Dispute against ICIL and Tax Authority
 -Tax authority demanded BDT 8,793,841 including BDT 71,284 as interest.
 Court of Appeal
-The Company as on 05/09/2017 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 22/02/2018 and the company applied to Tax
2014-2015 Appellate Tribunal on 26/06/2018 against Appellate Commissioner of Taxes decision.
 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal U/S 158(5) of
Income Tax Ordinance 1984.
 Updated status
-The company paid Tk 2,01,41,998 at the time of submission against total assessed tax Tk.
28,935,839. Out of rest of demand of NBR Tk 87,93,841, the Company paid Tk 27,00,000 and
rest of demand Tk. 60,93,841 shall be paid in due course.

 Tax return submitted by ICIL


- The Company submitted return as on 27/08/2015
 Correspondence from Tax authority
-Assessment completed by NBR on 11/6/2018
 Dispute against ICIL and Tax Authority
 -Tax authority demanded BDT 19,368,001 including BDT 2,085,163 as interest.
 Court of Appeal
-The Company as on 27/11/2019 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 28/01/2020 and the company applied to Tax
Appellate Tribunal on 16/03/2020 against Appellate Commissioner of Taxes decision
2015-2016
which was disposed off on 15/07/2020. After that, The Company filled writ petion against
appellate tribunal to Honarable High Court 4/1/2021.

 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal
Updated status
-The company paid total Tk. 2,52,51,611 out of which Tk. 20,813,611 at the time of
submission, Tk 19,38,000 at the time of tribunal and Tk. 25,00,000 at the time of submission of
writ petition against total assessed tax Tk. 40,181,612. The deceision is pending for high cour
125
deceision

 Tax return submitted by ICIL


- The Company submitted return as on 7/9/2016
 Correspondence from Tax authority
-Assessment completed by NBR on 30/5/2019
2016-2017  Dispute against ICIL and Tax Authority
 -Tax authority demanded BDT 556,755
 Updated status
-The company paid Tk 23736225 at the time of submission. Total assessed tax was 24,292,980.
The rest of Tk 556755 was paid subsequently.
 Tax return submitted by ICIL
- The Company submitted return as on 14/9/2017
 Correspondence from Tax authority
-Assessment completed by NBR on 31/8/2020
 Dispute against ICIL and Tax Authority
 -Tax authority demanded BDT 27,403,371 including Tk. 2,901,186 as interest

 Court of Appeal
-The Company as on 22/08/2021 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 25/11/2021
2017-2018
 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal

Updated status
-The company paid Tk 16,680,109 at the time of submission. Total assessed tax Tk. 4,40,83,480
includung Tk. 29,01,186 as interest. The Company appeal 22/08/2021 against NBR demand
Tk 27,403,371 and NBR disposed off the said appeal on 25/11/2021.The appellate tribunal is
under process.
 Tax return submitted by ICIL
2018-2019 - The Company submitted return as on 12/9/2018
 Assement order yet to received
 Tax return submitted by ICIL
- The Company submitted return as on 12/9/2018
 Correspondence from Tax authority
-Assessment completed by NBR on 22/12/2020
 Dispute against ICIL and Tax Authority
 -Tax authority demanded BDT 50,924,541 including Tk. 4,874,085 as interest
 Court of Appeal
-The Company as on 22/08/2021 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 25/11/2021. The appellate tribunal is under
process.
2019-2020
Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal.

 Updated status
-The company paid Tk 51,38,828 at the time of submission Out of total assessed tax Tk.
56,063,369 ncluding Tk. 4,874,085 as interest. The Company appeal 22/08/2021 against NBR
demand Tk. 50,924,541 and NBR disposed off the said appeal on 25/11/2021.The appellate
tribunal is under process.

 Tax return submitted by ICIL


- The Company submitted return as on 14/9/2020
2020-2021
 Correspondence from Tax authority
126
Assessment yet to complete

 Updated status
-The company paid Tk 16,290,012 at the time of submission.

 Tax return submitted by ICIL

- The Company submitted return as on 15/9/2021

 Correspondence from Tax authority


2021-2022
-Assessment yet to complete

 Updated status
-The company paid Tk.15,149,724 at the time of submission.

Contingent Liability

VAT:
The VAT registration number of the company is BIN : 002410528-0202 under area Dhaka (South). Year wise VAT status of the company is
given below.

VAT on Agency Commission Demand by


Year Custom, Excise & VAT Commissionerate, Current Status
Dhaka (South)
2021 The Commissioner of Custom Excise & VAT Commissionerate, Dhaka
(South), Dhaka vide their letter no- 4(6)120-g~tbxt/gymK Av`vq? Bmt Kgvt Býy¨t/2016
2020 dated 24/11/2016 demaned VAT on agency commission for Tk.
2019 1,22,16,021/- against the year 2013 and 2014

2018 The Company submitted writ petition to the honorable High Court
2017 Division. Writ petition no. 16032 of 2016 and writ petition no. 16033 of
2016 against the demand.
2016
2015 cieZ©x‡Z, MYcÖRvZš¿x evsjv‡`k miKvi, Af¨šÍixY m¤ú` wefvM, XvKv KZ…©K RvwiK…Z g~j¨ ms‡hvRb
Ki,cÖÁvcb ZvwiL 28 •Rô¨,1427 e½vã/11 Ryb, 2020 Lªxóvã, Gm.Avi.I. bs-144-AvBb/2020/ 105-
2014 6,430,885.00 g~mK G cÖ`Ë ÿgZve‡j exgv †Kv¤úvbx KZ…©K G‡RwÝ Kwgkb eve` cwi‡kvwaZ A‡_©i wecix‡Z g~j¨
2013 5,785,136.00 ms‡hvRb Ki KZ©b wel‡q Ae¨vnwZ †`qv n‡q‡Q| hvi †mevi ‡KvW-S027.00|
Total= 12,216,021.00

127
(k) Any financial commitment, including lease commitment, the Company had entered into during the past five
years or from commercial operation, which is shorter, giving details as to how the liquidation was or is to be
effected;

Financial Commitment

The Company had no such commitment during the last past five years.

Lease Commitment

Expiration
Sl. Name of the Principal terms
Description Location date of Remarks
No. lessor and Condition
the lease
Office
1. Md. Musa 900 Sft
603,Wali Khan Bhaban, Space=
Khan Operatin
01 Agrabad Sk Mujib Road, 31/Aug/2024 Advance= 300,000
2.Md. Esha g Lease
Chittagong
Khan
Rent= 18,000.00
Office
300 Sft
Space=
Ahsan 30, Ahsan Ahmed Road, Mrs. Shahida Operatin
02 31/Dec/2022 Advance= -
Ahmed Road Khulna. Begum g Lease
Rent= 36,300.00
Office
Dr. Nawab Ali Tower, 874 Sft
Space=
24-24/A, 6th Floor, Suit AKM 31/March/20 Operatin
03 B. B. Avenue Advance= 300,000.00
No:F-603, Purana Paltan Barkatullah 24 g Lease
Dhaka
Rent= 40,000.00
Office
1 room
Ga-103, Maddhaya Space=
Md. Imrul Operatin
04 Badda Badda, 30/Nov/2022 Advance= 150,000.00
Hasan g Lease
Dhaka-1212
Rent= 14,000.00
5. Yesmin Office
1000 Sft
Begum Space=
6. Farha
Advance= 200,000.00
ferdous
House No-1, 2nd Floor, Sarkar
Operatin
05 Banani Road-09, 7. Saima 31/Dec/2023
g Lease
Block-J, Baridhara Ferdous
Sarkar Rent= 30,000.00
8. Labib
Ahmed
Sarkar
Office
450 Sft
Space=
13, Bangshal road, Ferdous Ara Operatin
06 Bangshal 30/Nov/2022 Advance= 100,000.00
Dhaka. Boby g Lease
Rent= 14,000.00

4. Jahan Shah Office


1 room
Kabir Space=
Hotel Melody (1stFloor), Operatin
07 Barishal 5. Jewel kabir 31/Mar/2023 Advance= 500,000.00
19, Sadar Road, Barisal g Lease
6. Shahanshah
Kabir Rent= 20,000.00

128
1. Mst Dil Office
1 room
Afroza Banu Space=
Ali Azam Market (2nd
2. Md. Faruk Operatin
08 Bogra Floor), Jhautala, Borogola 31/Aug/2025 Advance= Nil
Rahman Khan g Lease
More, Bogra.
3. Mst. Gole
Rent= 10,000.00
Afrooz Banu
Office
2 Room
69/2, (2nd
Floor), Nazrul Md. Golam Space=
Operatin
09 Comilla Avenue, 2nd Kandirpar, Mostafa 31/Jan/2024 Advance= 300,000.00 g Lease
Comilla. Mojumdar
Rent= 11,000.00
3. Mr. Rafikul Office
1 room
Islam Space=
200/201, Azma Complex,
Chowdhuri Operatin
10 Dewanhat DT Road, Dewanhat, 30/Sep/2024 Advance= 400,000.00
4. Mr. Moinul g Lease
Chittagong
islam
Rent= 12,000.00
Chowdhury
1. Mr. Shamsul Office
Alam 790 Sft
Space=
2. Mrs Nilufar
Huda
Lal Bhaban (9th Floor), 18 Advance= 2 ,000,000.00
3. Mrs Farzana Operatin
11 Dilkusha Rajuk Avenue, Dhaka- 31/May/2031
Shams g Lease
1000
4. Nafeez Imtiaz
Shams Rent= 39,500.00
5. Nayeem
Imtiaz Shams
Office
450 Sft
New Shital Plaza (1st Space=
Operatin
12 Dinajpur Floor), Station Road, Md. Abdul Jalil 31/Jan/2023 Advance= - g Lease
Kotwali,Dinajpur
Rent= 7,000.00
Office
3, R.K. Mission Road, 655 Sft
SIDLAW Space=
Lily Pond Center (10th Operatin
13 Hatkhola Textiles (BD) 31/May/2024 Advance= 100,000.00
Floor), Suit-No: F, g Lease
Ltd.
Motijheel , Dhaka-1203
Rent= 25,000.00
Office
1 Room
Chawkbazar Jame Space=
Md. Nurul
14 Faridpur Masjid Market (1st Floor), 30/Jun/2023 Advance= 100,000.00
islam
Thana Road, Faridpur.
Rent= 12,000.00

3. Mohammadu Office
600 Sft
Shafiullah Complex (2nd llah Space=
Operatin
15 Jessore Floor), 27 M.K. Road, 31/Aug/2028 Advance= 1,000,000 g Lease
Jessore. 4. Mohammad
Sadeq Ullah Rent= 7,200.00
1. Nurul Amin Office
750 Sft
Khan Space=
870, Sheikh Mujib Road,
2. Nurul Gaffar Operatin
16 Kadamtali Pathantuli, 2nd Floor, 31/Dec/2024 Advance= 576,000.00
Khan g Lease
Chittagong
3. Nurul
Rent= 12,000.00
Kuddus Khan
Kawran 128/1, East Tajturi Bazar 1. Mst. Sokhina Office Operatin
17 30/Jun/2023 2 Room
Bazar Tejgaon, Dhaka-1215 Begum Space= g Lease

129
Advance= 250,020

Rent= 12,000
Office
466 Sft
Space=
17, South Nalapara, P.S.
Operatin
18 Khatungonj Doublemooring, Dist- Mrs. Baby Paul 31/Dec/2022 Advance= ---
g Lease
Chattagram.
Rent=
9,664.00
Office
1600 Sft
Space=
28, Sir Iqbal Road (2nd Md. Anowar Operatin
19 Khulna 31/Dec/2022 Advance= ---
Floor), Khulna. Hossain g Lease
Rent= 50,000.00
Office
1216 Sft
Lovely Tower (4th
Floor), Space=
Lovely Housing Operatin
20 Kushtia 55/1, Serajddowla Road, 31/May/2022 Advance= ---
Ltd. g Lease
Kushtia.
Rent= 29,184.00
1. Bijoyesh Office
1150 Sft
Holiding No 1209 (2nd Chowdhuri Space=
floor), K.B Aman Ali 2. Bipulesh
Advance= 100,000 Operatin
21 Laldighi Road, Laldighi, Chowdhuri 31/Dec/2023
g Lease
Chottagram 3. Kaniz Kawsar
Chowdhuri & Rent= 20,000
Gong
Office
Shahjalal Complex (3rd 1000 Sft
Space=
Floor),80/A,Shiddeshwa Operatin
22 Malibagh 1. Lutfa Begum 31/Dec/2025 Advance= 1,080,000.00
ry Circular Road, Dhaka- g Lease
1000
Rent= 30,000.00
Office
1400 Sft
Central Plaza (4th Floor), Space=
231, Begum Rokeya Operatin
23 Mirpur Abdul Khaleque 30/Apr/2026 Advance= 300,000.00
Sarani, , Mirpur, Dhaka- g Lease
1216 57,500.00
Rent=
Office
800 Sft
Amjad Mansion (5th Space=
1. Sabana Niaz Operatin
24 Moulvi Bazar Floor), 74, Bagum Bazar, 31/May/2022 Advance= ---
2. Razia Istiaq g Lease
Dhaka-1100
Rent= 29,150.00
Office
1200 Sft
Ali Plaza,(2nd floor), 64- Space=
1. Md. Operatin
25 Mymensing Choto Bazar, 31/Dec/2023 Advance= 100,000
Samsuzzaman g Lease
Mymensing.
Rent= 18,000
Office
Sultan uddin Bhuiya 1 Room
Space=
Shopping Complex (3rd Operatin
26 Narsingdi Khaleda Sultana 31/Oct/2023 Advance= ---
Floor), Room No -2, Satir g Lease
Para, Narshingdhi
Rent= 8,000
107, Nawabpur Road, Md. Fazlur Office Operatin
27 Nawabpur 28/Dec/2025 433 Sft
Dhaka-1100 Rahman Space= g Lease

130
Advance= 100,000.00

Rent= 17,355.00
Office
850 Sft
406, Bokul Lane, Space=
Operatin
28 Pabna Gopalpur, Pabna Sadar, Ashfia Hayder 31/Aug/2025 Advance= 500,000.00 g Lease
Pabna
Rent= 8,000.00
Office
1. Abul Hossain 400 Sft
149, Aga Sadek Road , Space=
2. Zakir Hossain Operatin
29 Paltan P.S. Kotowali, Dhaka- 31/Jan/2024 Advance= 200,000.00
3. Ahmed g Lease
1000
Hossain
Rent= 8,000.00
Office
Holding No 78.01, 700 Sft
Space=
Mouza-Rampur,Mia Operatin
30 Rajshahi Mrs. Rajia Islam 30/Sep/2023 Advance= 487,125
para, Ghoramara, Boalia , g Lease
Rajshahi
Rent= 4,500
1. Uttshorgo, Office
380 Sft
Chairman Space=
Utsarga Bhaban (2nd Afzalur Rahman
Advance= --- Operatin
31 Rangpur Floor), Station Road, 2. Uttshorgo, 31/Oct/2023
g Lease
Rangpur Secretury Md.
Abdul Wahed Rent= 10,000
Mia
Office
Alauddin Bhaban (3 rd 785 Sft
Space=
Floor), 1-A Fakirapool, Haji Alauddin Operatin
32 VIP Road 31/Jan/2024 Advance= 200,000
DIT Extension Road, Ahmed g Lease
Dhaka-1000
Rent= 31,400
Office
33 Local Office 1.Mrs. 4757 Sft
Khan Mansion (6th Space=
Nuruzzaman Operatin
34 Motijheel Floor), 107, Motijheel 30/Jun/2024 Advance= -
Khan & g Lease
C/A, Dhaka-1000
Brothers
35 Principal Rent= 118,925.00
Office
1 room
Space=
52/1, SM Maleh Road, Mr. Riaz Operatin
36 Narayangonj 31/5/2025 Advance= 100,000
Tanbazar, Narayangonj Mahmood g Lease
Rent= 10,000.00

131
(l) Details of all personnel related schemes for which the Company has to make provision for in future years;

The Company considers its human resources as the most valuable assets of the Company and has been continuing to train,
equip and groom its employees for building a strong foundation. In order to enhance and advance the professional ability and
knowledge of the employees, regular training programs are organized. The Company has planned to implement attractive
compensation plan and is offering festival bonus for attracting highly skilled professional staff with high degree of integrity..
Summary of Personnel related scheme is given below:

Sl. No. Scheme Remarks


1 Workers Profit As per the section 234(1)(b) of Bangladesh Labor Act 2006 (Amendment in 2013) and
Participation Fund (WPPF) Bangladesh Labor Rules (Amendment in 2015), service sector other than
manufacturing sector is also required to maintain Worker Profit Participation Fund
(WPPF).

In accordance with the above, within 9 (Nine) months of the close of every financial
year, 5% of profit before tax of the financial year/period shall be transferred to
Participation Fund, Welfare Fund and Workers Welfare Foundation Fund established
under section 14 of the Bangladesh Workers Welfare Foundation Act 2006 at the
proportion of 80: 10: 10 respectively.

Accordingly, The management of the company in its 129th Board Meeting held on 26
September 2019 approved to introduce WPPF for the year 2020 and onward. After
wards Trust deed was executed as on 14/10/2021 and trustee body was formed
inaccordance with labor law incompliance with the stipulate rules

The Company made provision Tk. 2,317,222 as payment for WPPF for the year 2020.
Subsequently the Company disbursed amounting Tk.18,53,778 (80% of provision) .to
the Workers Participation fund account no 1431220000835. Maintain with the Al-
Arafa Islami Bank Limited,Head office Corporate Branch as on 29/09/2021 and
subsequently disbursed to employee on 29/11/ 2021

2 Yearly Increment Already availed by the employees


3 Allowance Car and mobile allowance paid to top management.
4 Festival Bonus Already availed by the employees

132
(a) Break down of all expenses related to the public issue;

Sl. Description Basis of Fees Amount in Tk.


(approx.)
Issue Management Fees:
1 Issue Management Fee Fixed 1,000,000
2 VAT @ 15% on the total issue management fee 150,000
BSEC Fees:
1 Application Fee Fixed 50,000
2 Consent Fee 0.40% on the public offer amount of Tk. 202,611,060 810,444
Listing Related Expenses:
1 Application fee (DSE & CSE) Fixed 100,000
2 Listing fees for stock exchanges @ 0.25% on Tk. 100 million of paid up capital and 1,989,583
(DSE & CSE) 0.15% on the rest amount of paid up capital;
minimum Tk. 50,000 and maximum Tk. 10 million
for each exchange
3 Annual fees for stock exchanges @ 0.05% on Tk. 1,000 million of paid up capital and 506,528
(DSE & CSE) 0.02% on the rest amount of paid up capital for each
exchanges; total annual listing fee shall be minimum
Tk. 50,000 and maximum Tk. 600,000 for each of the
exchanges
IPO related fees:
1 Underwriting Commission Commission @ 0.50% on Underwritten Amount 354,569
2 Auditor Certification Fees To be paid at actual 100,000
Corporate Governance To be paid at actual 30,000
Certificate Fee including Report
3 Credit Rating Fee To be paid at actual 100,000
CDBL Fees and Expenses:
1 Security Deposit Fixed 500,000
2 Documentation Fee Fixed 2,500
3 Annual Fee Fixed 100,000
4 Connection fee (Tk. 500.00 per Fixed 6,000
month*12)
5 Initial Public Offering fee @ 0.015% of issue size + 0.015% of Pre-IPO paid up 75,979
capital
Printing and Post IPO Expenses:
1 Publication of Prospectus Estimated 3000 copies (To be paid at actual) 300,000
2 Abridged Version of prospectus Estimated (To be paid at actual) 600,000
and Notice in 4 daily newspaper
3 Notice for subscription, Lottery, Estimated (To be paid at actual) 300,000
Refund etc. in 4 daily news paper
4 Data Processing Fee and Share Estimated (To be paid at actual) 1,800,000
Software Charge
5 Stationeries and other expenses Estimated (To be paid at actual) 452,084
Grand Total 9,327,687

133
(n) If the issuer has revalued any of its assets, the name, qualification and experiences of the valuer and the reason for the
revaluation, showing the value of the assets prior to the revaluation separately for each asset revalued in a manner which
shall facilitate comparison between the historical value and the amount after revaluation and giving a summary of the
valuation report along with basis of pricing and certificates required under the revaluation guideline of the Commission;
First Valuation: Date: 18.12.2013

Particulars Description
Name of Valuer Mr. A.K.M. Aminul Haque FCA
Name of Valuer Firm A. Haque & Co,Chartered Accountants
Khan Mansion, 5th Floor, 107 Motijheel C.A, Dhaka-1000
Qualification of Valuer Fellow Chartered Accountant
Experience Adequate experience to carry out valuation related works
Reason for revaluation To ascertain Current market value of the property

Details of Revaluation

Asset class Value of asset


Prior revaluation After revaluation Valuation surplus
All that premises of floor
space measuring 6900
square feet on the 15th floor,
Type A & B of a commercial Tk. 40,276,000 Tk. 138,000,000 Tk. 97,724,000
Building commonly known
as “ City Center”

Summary of revaluation

Valuation of 6900 square feet (approximately) comprising 2 (two) office spaces at 15 th floor and 02 (two) car parks at Basement 1
of city center alongwith proportionate undivided and undemarcated 0.271305 katha of land.
Basis of pricing
The valuation of asset purchased from city corporation was conducted using a combination of approaches which include market
consideration of selling rate of floor space per square feet, rate of rent prevailing at Motijheel and DilkushaCommercial Area,
Dhaka as Approved by RAJUK.
Second Valuation -Date: 31.12.2021
Particulars Description
Name of Valuer Mr. A.K.M. Aminul Haque FCA
Name of Valuer Firm B. Haque & Co, Chartered Accountants
Address:
Khan Mansion, 5th Floor, 107 Motijheel C.A, Dhaka-1000. Tel:+880-2223382786
e-mail: [email protected]
Qualification of Valuer Fellow Chartered Accountant
Details of the team member of Sl Name Designation Educational Experience
valuer firm qualification
1 Engr. Mahmudul Consultant B.Sc. Electrical & More than 20 years of
Hasan Electronics Engineer professional experience
2 Ms. Fatema Tuz Manager CA Partly Qualified More than 10 years of
Zohora professional experience
3 Mr. Md. Gias Data Senior Article More than 3 years of
Uddin Collector Student professional experience
4 Engr. Rukun Valuation B.Sc. in Civil More than 30 years of
Uddin Ahmed expert Engineering professional experience
Experience Adequate experience to carry out valuation related works
Reason for revaluation To ascertain Current market value of the property

134
Details of Revaluation

Asset class Value of asset


prior revaluation after revaluation Valuation surplus
All that premises of floor
space measuring 6,900
square feet on the 15th floor,
Type A & B of a commercial Tk. 11,93,49,362 Tk. 13,11,00,000 Tk. 11,750,638
Building commonly known
as “ City Center”

Summary of revaluation

Valuation of 6,900 square feet (approximately) comprising 2 (two) office spaces at 15 th floor and 02 (two) car parks at Basement 1
of city center alongwith proportionate undivided and undemarcated 0.271305 katha of land.

Basis of pricing

The valuation of asset purchased from city corporation was conducted using a combination of approaches which include market
consideration of selling rate of floor space per square feet, rate of rent prevailing at Motijheel and DilkushaCommercial Area,
Dhaka as Approved by RAJUK.

Certificate from the Auditor

To whom It may Concern

This is to certify that, The present value (value after revaluation) of premises (floor space) of Islami Commercial Insurance
Company Limited measuring 6,900 (Six thousand Nine hundred ) square feet on the 15 th Floor, Type-A & Type-B of a
Commercial building commonly known as “ City Center” is stands as on 31 December 2021 is Tk. 13,11,00,000 as per valuation
report dated 31.12.2021byA. Haque & Co., Chartered Accountants.
The Summary of Valuation of the premises of Islamic Commercial Insurance Company Limited is as follows:
Description of Property Year of origin Carrying amount Value per SFT
1 2 3 4
All that premises of floor 2011(05.01.2011) Tk. 11,93,49,362.00 Tk. 19,000
spaces measuring 6,900 (Six
Thousand Nine Hundred)
square feet on the 15th Floor,
Type-A & B of a Commercial
Building commonly known
as “City Center”

Present value (Value after revaluation) Revaluation Surplus/(Defecit)


5 6
Tk. 13,11,00,000 Tk. 1,17,50,638

We have examined the relevant documents and reviewed the valuation report dated 31.12.2021 of the Independent Valuer A.
haque & Co, Chartered Accountants, Dhaka, Bangladesh in respect of revaluation of assets of the company as at December 31,
2021 under Fair Value method (the market value). We opine that, the valuation Report has been prepared by the valuer in
accordance with International Valuation Standards (IVS) and International Financial Reporting Standards (IFRS), Bangladesh
Securities & Exchange Commission (BSEC) Guideline dated 18.08.2013 and other applicable laws, rules, regulations and
guidelines.

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

135
(o) Where the issuer is a holding or subsidiary Company, full disclosure about the transactions, including its nature and
amount, between the issuer and its subsidiary or holding Company, including transactions which had taken place within the
last five years of the issuance of the prospectus or since the date of incorporation of the issuer, whichever is later, clearly
indicating whether the issuer is a debtor or a creditor;

The Company has no holding/subsidiary Company during last five years. Therefore, no transaction was occurred in this regard.

(p) Financial Information of Group Companies and Companies under common ownership by more than 50%: following
information for the last three years based on the audited financial statements, in respect of all the group companies of the
issuer, wherever applicable, along with significant notes of auditors:

(1) Date of Incorporation;


(2) Nature of Business;
(3) Equity Capital;
(4) Reserves;
(5) Sales;
(6) Profit after tax;
(7) Earnings per share and Diluted Earnings Per Share;
(8) Net Asset Value;
(9) The highest and lowest market price of shares during the preceding six months with disclosures for changes in capital
structure during the period, if any securities of the group are listed with any exchange;
(10) Information regarding significant adverse factors relating to the group;
(11) Any of the group companies has become sick or is under winding up;
(12) The related business transactions within the group and their significance on the financial performance of the issuer;
(13) Sales or purchase between group companies or subsidiaries or associate companies when such sales or purchases exceed
in value in the aggregate ten per cent of the total sales or purchases of the issuer and also material items of income or
expenditure arising out of such transactions;

The issuer is not belonging to any group of companies.

136
(q) Where the issuer is a banking Company, insurance Company, non-banking financial institution or any other Company
which is regulated and licensed by another primary regulator, a declaration by the board of directors shall be included in the
prospectus stating that all requirements of the relevant laws and regulatory requirements of its primary regulator have been
adhered to by the issuer;

To whom it may concern

Dated: 3 April 2022

All requirements of the relevant laws and regulatory requirements of Insurance Development and Regulatory Authority (IDRA)
have been adhered to by the issuer except management expense

Declared by the Board of Directors of Islami commercial Insurance Limited:

Sd/- Sd/-
Sd/-
Shahida Anowar
M. G. Faruk Nigar Sultana
Chairman
Sponsor Director Sponsor Director

Sd/- Sd/-
Sd/-

Israt Jahan
Nusrat Jahan (Tania) Azmat Niaz
Director
Director Director

Sd/- Sd/- Sd/-

Md. Abu Bakar Siddique Md. Ashik Hossain Shirin Akhter


Sponsor Director Director Director

Sd/-
Sd/- Sd/-
AZM Shamsul Alam
S.A.M Habibur Rahman Mir Nazim Uddin Ahmed
Independent Director
Independent Director Chief Executive Officer

137
(r) A report from the auditors regarding any allotment of shares to any person for any consideration otherwise than cash
along with relationship of that person with the issuer and rationale of issue price of the shares;

Auditor‟s certificate regarding any allotment of shares to any person for any consideration otherwise than cash along with
relationship of that person with the issuer and rationale of issue price of the shares

This is to certify that Islami Commercial Insurance Limited has not allotted any shares for consideration other than in cash to any
person up to 31 December 2021 except as follows.

Number of share
Details of Relationship
Form of Class of Considerd Rationale for
Sl. Allotment with Considerd Value (Tk.) with the
Consideration Share @ Tk. issue price
date @ Tk. 10/= Issuer
100/=
1st Allotment, dt.
1 Bonus Share Ordinary 450,000 4,500,000 45,000,000
24 Sep, 2011
2nd Allotment, dt.
2 Bonus Share Ordinary 210,000 2,100,000 21,000,000
30 Sep, 2012

3rd Allotment, dt.


3 Bonus Share Ordinary 252,000 2,520,000 25,200,000
20 Oct, 2013
4th Allotment, dt.
4 Bonus Share Ordinary 302,400 3,024,000 30,240,000
11 Feb, 2015
5th Allotment, dt.
5 Bonus Share Ordinary 362,880 3,628,800 36,288,000
24 Jan, 2016 Shareholder Fair Value
6th Allotment, dt.
6 Bonus Share Ordinary 261,273 2,612,730 26,127,300
3 Jan, 2017
7th Allotment, dt.
7 Bonus Share Ordinary 243,855 2,438,550 24,385,500
18 Feb, 2018
8th Allotment, dt.
8 Bonus Share Ordinary 268,240 2,682,400 26,824,000
28 Apr, 2019
9th Allotment, dt.
9 Bonus Share Ordinary 88,518 885,180 8,851,800
27 Oct, 2020
2,439,166 24,391,660 243,916,600

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

138
(s) Any 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;

Other than information disclosed of this prospectus, there is no 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.

(t) Business strategies and future plans - projected financial statements shall be required only for companies not started
commercial operation yet and authenticated by Chairman, two Directors, Managing Director, CFO, and Company Secretary;

Business strategies

The Company‟s strategic objective is to improve and consolidate its position in the insurance industry with a continuous growth
philosophy. The major focus of the Company is to enhance value creation through delivering insurance product to wide range of
clients. In order to achieve the objective the Company has been adopted the following strategies:

Marketing strategy
2. To improve service and support.
3. To increase market share.
4. To uphold market image
5. To provide finest service in the industry.
6. To design policy for servicing customer needs.

Financial strategy
2. To maximize value of the Company through wealth creation
3. To maximize profit and
4. To Mainta transparency and integrity on financial transaction.
5. To Focus on controlling of cost.
6. To set goal for achive budget
7. To develop and update business process for minimizing risk

Promotion and branding strategy


1. Advertisement in the local newspapers, online, television, electronic media etc.
2. Maintain relationship with the clients.
3. Liaison with insurance agents.
4. Sales incentives for the agents.

Pricing strategy
The key product of insurance business is service. Therefor the Company set policies to provide timely, effective and customer
driven service to hold its customer satisfaction. The key pricing strategy of the company is customer satisfaction which ensure
profitability of the Company.

Operational excellence strategy


The reality of the insurance industry is that the service is the product. Accordingly, the Company strives to provide the highest
level of customer service. The Company has been continued to invest to upgrade its operational excellence throughout the
organization through continuous process improvement and technology development. Awareness of this quality commitment is
widespread among all the employees. The Company is providing training facilities for its employees for development of skill
and knowledge for ensuring better service to its clients.

Strategy for business competiveness


Islami Commercial Insurance Limited has been driven by client need. By satisfying client demand on time, it has gained on
competitive advantage over the others competitors. It hac continuely invested on marketing and branding development to
achieve competitiveness in the industry

Human capital strategy


The employees are key resources of the company. Therefore, the company is continually working to develop the people to
perform at their highest potential.

139
Future plan
ICICL has plan to be a partner of progress of the development of Bangladesh Capital Market through its listing in the stock
exchange. Apart from this, after listing the Company has certain future plan for betterment of its business environment for attain
sustainable development such as:

1 Development of human resourses


2 New product development
3 Broaden marketing base
4 Enhance a client base
5 Adopt new technology
6 Focusing on long term financial benefit of the Company
7 Ensuring regulatory compliance

Projected statement of financial positionfor the next three years

Projected statement of financial position is not applicable for The Issuer as the Company is already in operation.

(u) Discussion on the results of operations shall inter-alia contain the following:

(1) A summary of the past financial results after adjustments as given in the auditor‟s report containing significant items of
income and expenditure;
There was no significant adjustment given in the auditors‟ report during the last financial year. Summary of the financial results
and operations are presented below:

Sl. Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17


1 Total revenue 521,561,153 551,966,426 502,029,252 462,876,880 410,212,107
2 Gross profit 69,970,182 57,131,859 34,331,890 (5,146,049) 10,959,974
3 Net profit before tax 77,995,548 46,344,431 49,915,815 7,682,111 59,893,092
4 Net profit after tax 55,372,975 31,253,153 33,625,803 5,408,266 52,327,777
5 Current assets 903,833,636 790,901,197 768,082,213 763,958,494 680,036,913
6 Current liabilities 311,185,458 229,752,166 253,205,085 307,377,735 243,133,923
7 Total assets 1,087,010,755 969,642,909 954,932,659 959,884,253 879,792,390
8 Shareholder‟s equity 636,992,155 591,142,704 559,889,551 540,975,747 540,398,754
9 No. of shares 30,391,660 30,391,660 29,506,480 29,506,480 26,824,080
10 Face value 10.00 10.00 10.00 10.00 10.00
11 NAV per share with revaluation 20.96 19.45 18.98 18.33 20.15
12 NAV per share without revaluation 17.48 16.36 15.79 15.15 16.65
13 Earnings per share (EPS) 1.82 1.03 1.14 0.183 1.95
14 EPS (Restated) 1.82 1.03 1.11 0.178 1.72

140
(2) A summary of major items of income and expenditure;

Major items of income and expenditure are presented bellow:

Major items of income


Sl. Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
1 Revenue 521,561,153 551,966,426 502,029,252 462,860,947 410,212,106
2 Non operating income 32,566,201 5,908,862 32,857,171 28,150,791 71,495,877

Major items of expenditure


Sl. Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17

1 Operating expense 190,024,676 167,991,879 180,384,597 167,273,051 145,938,187


2 Financial expenses - - - - -

3) The income and sales on account of major products or services

Sl. Product Income


name
30-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Quantity % Quantity % Quantity % Quantity % Quantity %
1 Fire (39,970,954) -6.72% (42,852,580) 66.57% (25,725,862) -62.88% (69,311,485) 626.80% (9,536,543) 38.89%
2 Marine 76,505,561 13.62% 67,335,147 71.86% 39,179,203 5.35% 37,187,818 249.77% 10,632,182 38.65%
3 Motor 16,766,474 26.32% 22,756,126 81.83% 12,514,897 -31.54% 18,280,974 2897.78% 609,817 92.82%
4 Miscellaneous 17,336,937 40.73% 12,319,378 11.17% 11,081,539 27.42% 8,696,644 -6.03% 9,254,518 -0.01%
5 Marine Hull (667,836) 72.47% (2,426,212) 10.73% (2,717,887) 100.00% - - - -

Sl. Product Sales


name
30-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Quantity % Quantity % Quantity % Quantity % Quantity %
1 Fire 180511645 17.76% 219,486,763 4.08% 210,875,293 -5.96% 224,241,705 12.22% 199,817,738 33.53%
2 Marine 191205283 2.78% 186,040,686 17.72% 158,038,081 42.71% 110,743,474 -9.48% 122,342,690 51.00%
3 Motor 39112481 41.67% 67,054,943 -6.75% 71,911,145 33.80% 53,746,961 10.75% 48,528,350 5.56%
4 Miscellaneous 97094593 41.77% 68,486,713 27.49% 53,719,694 -27.55% 74,144,740 87.60% 39,523,329 19.72%
5 Marine Hull 13637151 25.14% 10,897,321 45.59% 7,485,039 100.00% - - - -

(4) In case, other income constitutes more than 10% of the total income, the breakup of the same along with the nature of the
income, i.e., recurring or non-recurring;

Other income of the Company is not more than 10% of the total income.

(5) If a material part of the income is dependent upon asingle customer or a few major customers, disclosureof this fact along
with relevant data. considering similarly if any foreign customer constitutes a significant portion ofthe issuer‟s business,
disclosure of the fact along withits impact on the business exchange rate fluctuations;

The income of the Company is not dependent on a single customer or a few major customers or any foreign customer.

(6) In case the issuer has followed any unorthodox procedure for recording sales and revenues, its impact shall be analyzed
and disclosed.

Any unorthodox procedure was not followed by the Company for recording its sales and revenue.

141
(v) Comparison of recent financial year with the previous financial years on the major heads of the profit and loss statement,
including an analysis of reasons for the changesin significant items of income and expenditure, inter-alia, containing the
following:

Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17


Revenue 521,561,153 551,966,426 502,029,252 462,876,880 410,212,107
Year to year changes in revenue (%) -5.51% 9.95% 8.46% 12.84% 25.88%
Cost of goods sold (COGS) N/A N/A N/A N/A N/A
Year to year changes in COGS (%) N/A N/A N/A N/A N/A
Gross profit (GP) 69,970,182 57,131,859 34,331,890 (5,146,049) 10,959,974
Year to year changes in Gross Profit (%) 22.47% 66.41% -767.15% -146.95% -61.15%
Operating expenses 190024676 167991879 180384597 167273051 145938187
Year to year changes in Operating 13.12% -6.87% 7.84% 14.62% -18.05%
expenses (%)
Financial expenses Nil Nil Nil Nil Nil
Year to year changes in Financial N/A N/A N/A N/A N/A
expenses (%)
Net profit after tax 55,372,975 31,253,153 33,625,803 5,408,266 52,327,777
Year to year changes in Net Profit after 77.18% -7.06% 521.75% -89.66% 53.50%
tax (%)

Causes for changes in year to year changes in revenue

During the 2017-2020 period volume of premium collection was increased due to changes in marketing policy which
consequently increased the volume of revenue. But in 2021 , due to pandemic situation in the country for CORONA virus spread
and govt impose country wide lockdown,premium collection slidly decresed as a result growth of revenue also decresed

Causes for changes in COGS

Not applicable

Causes for changes in gross profit (GP)

Gross profit fluctuate on account of payment of claim. During the year 2017 to 2018 gross profit decreased substantially due to
payment of claim. During the period 2019 and 2020 gross profit was uptrend due to management policy change. Gross profit in
the year 2021 was incresed substantially due to restriction imposed by the IDRA to pay agent commission.

Causes for changes in finanance expense

Due to there was no long term debt so there were no impact on financial position of the Company

Causes for Changes in Net profit after tax and EPS

Due to imposed restriction on agent commission net profit after tax was increased during the year 2021. And other years net
profit after tax was almost consistent except 2018 due to payment of excessive claim

(1) Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of
income, change of accounting policies and discretionary reduction of expenses etc.

There have been no transactions or events in the past which was considered unusual or infrequent.

(2) Significant economic changes that materially affect or are likely to affect income from continuing operations;

There have been no significant economic changes that materially affected or are likely to affect income fromcontinuing
operations.

142
(3) Known trends or uncertainties that have had or are expected to have a material adverse impact on sales, revenue or
income from continuing operations;

Other than matters as described in the “Risk Factors” and “Plan of operation and discussion of Financial Conditions‟of this
prospectus, there are no known trends or uncertainties that have had or areexpected to have a material adverse impact on
revenues or income of the Companyfrom continuing operations.

(4) Future changes in relationship between costs and revenues, in case of events such as future increase in labor or material
costs or prices that will cause a material change are known;

Any event such as increase in labor or material costs or prices will not affect the operational result of the Company, because of,
with the passages of time volume and prices of net sales or revenue are also expected to increase in normal course of operation
and for introduction of new products or services.

(5) The extent to which material increases in net sales or revenue are due to increased sales volume, introduction of new
products or services or increased sales prices;

Increases in revenues are by and large linked to increases in volume of business activity carried out as a normal course of
business. There are no such material increases in net sales or revenue is due to increased sales volume, introduction of new
products or services or increased sales prices.

(6) Total turnover of each major industry segment in which the issuer operated;

Considering the business nature of ICIL, the Company is assumed to operate in insurance industry as non-life sector. The
turnover is considered here as premium income as nature of turnover in insurance industry is different compared to other
industry‟s turnover. The total premium income (total turnover) of non-life private insurance companies and ICICL premium
income are given below:

Year Total turnover (Total premium ICICL Premium % of ICICL premium income to
income) the Industry
2021 N/A - -
2020 Tk.33,915 mn Tk. 552 mn 1.63
2019 Tk. 34,119 mn Tk. 502 mn 1.47
2018 Tk. 30,346 mn Tk. 463 mn 1.53
2017 Tk. 27,373 mn Tk. 410 mn 1.50

Note: Data yet to published


Source: BIA yearbook 2019

(7) Status of any publicly announced new products or business segment;

There are no publicly announced new products or business segment of the Company.

(8) The extent to which the business is seasonal;

The business of the Companyis not dependent on any seasonal aspects.

(w) Defaults or rescheduling of borrowings with financial institutions or banks, conversion of loans into equity along with
reasons thereof, lock out, strikes and reasons for the same etc. during the history of operation of the company;

There is no history of defaults or rescheduling of borrowings with financial institutions/banks, conversion of loans into equity,
lock out, strikes etc. during the history of operation of the company.

(x) Details regarding the changes in the activities of the issuer during the last five years which may had a material effect on
the profits or loss, including discontinuance of lines of business, loss of agencies or markets and similar factors;

There is no change in the activities of ICIL during the last five years which may had a material effect on the profits/loss,
including discontinuance of lines of business, loss of agencies or markets and similar factors.

143
(y) Injunction or restraining order, if any, with possible implications;

There is no injunction or restraining order.

(z) Technology, market, managerial competence and capacity built-up;

Technology

The Company has maintainied up to date technology at their head office and branch offices by using Enterprise Resource
Planning (ERP) based software which major functions are insurance underwriting, i.e, issuance of cover note and policy. This
software also used in accounts data input and report generation purpose. This help smooth running of the business operations.

The Company has also its own server which is used to preserved clients data safely.. There is sufficient number of intercom, fax,
photocopy machine, etc for support the management for their official work.

Market

Bangladesh is a developing country which GDP growth rate is approximately 6.8% to 7.0%. The insurance sector has huge
potentiality to be developed in this country due to our economic development.The market size for insurance service has been
increasing over the past one decade due to business opportunity and scope is also expanding in our country. Bangladesh has a
large market for the insurance business.Asindustry grows, the demand for skilled professionals will rise. The rise of the industry
shall also create positive impact for creating employment opportunity.

Managerial competence

The existing management is competent enough to run the business operation. The management team has proven track record to
run large organization and vast experience to minimize the operational risk. The management also appointed such personnel
who are capable enough to operate the business effectively and efficiently. Even though any experienced personnel leave the
organization, others have adequate expertise and skills to run the operation.

Capacity built-up

The Company enhanced its capacity in respect of capital, business and human resources over year to year since incorporation.
Initially the paid up capital was Tk 6 crore at the time of starting the business. Now as on 31 December 2021, the paid up capital
is BDT 30.39 crore. In the same period business volume of the Company and capacity of human resources has also increased
significantly. It is expected that, after raisingof paid up capital business scope shall be increased.

(aa) Changes in accounting policies in the last three years;

There were no changes in accounting policies in the last three years.

144
(bb) Significant developments subsequent to the last financial year: A statement by the directors whether in their opinion
there have arisen any circumstances since the date of the last financial statements as disclosed in the red-herring prospectus
or prospectus or information memorandum and which materially and adversely affect or is likely to affect the trading or
profitability of the issuer, or the value of its assets, or its ability to pay its liabilities within the next twelve months;

Declaration regarding significant developments subsequent to the last financial year

To Whom It May Concern

Dated: 3 April 2022

This is to certify that in our opinion there have not arisen any circumstances since the date of the last financial statements as
disclosed in the prospectus and which materially and adversely affect or is likely to affect the trading or the profitability of the
Islami Commercial Insurance Company, or the value of its assets, or its ability to pay its liabilities within the next twelve
months.

Sd/- Sd/-
Sd/-
Shahida Anowar M. G. Faruk
Nigar Sultana
Chairman Sponsor Director
Sponsor Director

Sd/- Sd/- Sd/-


Nusrat Jahan (Tania) Azmat Niaz Israt Jahan
Director Director Director

Sd/- Sd/- Sd/-


Md. Abu Bakar Siddique Md. Ashik Hossain Shirin Akhter
Sponsor Director Director Director

Sd/-
Sd/-
AZM Shamsul Alam
S.A.M Habibur Rahman
Independent Director
Independent Director

145
(cc) If any quarter of the financial year of the issuer ends after the period ended in the audited financial statements as
disclosed in the prospectus or information memorandum, unaudited financial statements for each of the said quarters duly
authenticated by the CEO and CFO of the issuer or information memorandum, unaudited financial statements for each of
the said quarters duly authenticated by the CEO and CFO of the issuer;

ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED


Statement of Financial Position
As at March 31,2022

Amount in Taka
Particulars
31.03.2022 31.12.21
EQUITY AND LIABILITIES:
Share Capital
Authorized Capital :
10,00,00,000 Ordinary Shares of Taka 10 each 1,000,000,000 1,000,000,000

Issued, Subscribed and paid up Capital 303,916,600 303,916,600


3,03,91,660 Ordinary Shares of Taka 10 each

Reserve or Contingency Account 343,403,322 333,075,555


Reserve for Exceptional Losses 155,549,754 152,049,754
Profit & Loss Appropriation Account 42,144,822 35,317,055
Revaluation Reserve 105,604,768 105,604,768
Reserve for Investment Fluctuation Fund 40,103,978 40,103,978

Total Shareholders' Equity 647,319,922 636,992,155

Balance of Funds & Accounts: 141,647,009 138,833,142


Fire Insurance Business 37,335,209 35,076,914
Marine (Cargo) Insurance Business 68,310,845 66,612,504
Marine (Hull) Insurance Business 8,041,136 7,974,788
Motor Insurance Business 15,568,249 15,141,839
Miscellaneous Insurance Business 12,391,570 14,027,097

Liabilities and Provisions 325,617,928 311,185,458


Estimated Liabilities in respect of Outstanding
40,458,885 39,467,482
Claims whether due or intimated
Amount Due to Other Persons or Bodies Carrying on 141,548,424 133,966,665
Insurance Business
Deposit Premium 16,883,514 16,190,214
Sundry Creditors 25,017,441 22,766,475
Provision for Taxation 101,862,725 98,947,683
Deferred Tax Liabilities (153,061) (153,061)

Total Shareholder's' Equity and Liabilities 1,114,584,859 1,087,010,755

Sd/- Sd/-
(Moinul Ahsan Chowdhury) (Mir Nazim Uddin Ahmed)
Deputy Managing Director & CFO Managing Director & CEO

146
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
Statement of Financial Position
As at March 31,2022

Amount in Taka
Particulars
31.03.2022 31.12.2021
PROPERTY AND ASSETS
Non-Current Assets 397,175,777 393,513,282
Fixed Assets 159,148,292 158,177,119
Investment-At cost (BGTB) 35,000,000 25,000,000
Investment in Share 203,027,485 210,336,163

Current Assets 339,981,612 337,848,203


Accrued Interest 6,106,489 8,553,728
Amount due from other persons or bodies carrying on 205,514,586 204,636,716
insurance business
Sundry Debtors 128,360,537 124,657,759

Stamps in Hand 154,568 67,506


Printing & Stationary in Hand 1,172,590 970,590

Cash and Cash Equivalent: 376,100,312 354,611,174


Fixed Deposit Account 272,500,000 263,400,000
STD & Current Account 93,294,531 64,396,097
Cash With Bo Accounts & CDBL 605,457 20,558,665
Cash in Hand 9,700,324 6,256,412

Total Property and Assets 1,114,584,859 1,087,010,755

Net Assets Value (NAV) per share 21.30 19.45

Sd/- Sd/-
(Moinul Ahsan Chowdhury) (Mir Nazim Uddin Ahmed)
Deputy Managing Director & CFO Managing Director & CEO

147
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
Statement of Profit or Loss and Other Comprehensive Income
For the Ist quarter ended 31th March 2022
Amount in Taka
PARTICULARS
31.03.2022 31.03.2021
Operating profit/(loss) transferred from: 20,811,364 9,021,577
Fire Revenue Account 2,485,112 (14,742,462)
Marine Cargo Revenue Account 19,126,089 16,959,154
Marine Hull Revenue Account (5,709,259) (1,113,356)
Motor Revenue Account 5,777,874 4,182,804
Miscellaneous Revenue Account (868,452) 3,735,437
Non-operating income
Interest Dividend & Rent :
Interest Income 2,219,765 3,413,305
Cash Dividend on Share 352,593 926,768
Other Income (7,228,406) -
Capital Gain/(Loss) (7,228,406)
Miscellaneous-Co-Insurance Service Charge -

Total Income 16,155,316 13,361,650


Less: Management Expenses 2,912,507 3,603,095
Directors’ fees 55,000 55,000
Audit fee 121,388
Legal expenses 100,000 370,100
Advertisement 46,410 59,460
Authorized Capital raising / Consent Fee -
Branch Licence and Training Expenses 24,000
Leavy and Annual Subscription to BIA
Donation & Subscription 370,000 280,935
Registration and Renewals 74,342 38,236
Credit Rating Fee
Annual General Meeting -
Compensation for non issuing IPO
Compensation to Custom, Excise & VAT -
Paid to IDRA & UMP Charge 200,000 836,385
Worker's Profit Participation Fund (WPPF)
Depreciation (Sch-A) 1,921,367 1,962,979

Net Profit/(Loss) before tax 13,242,809 9,758,555

2,915,042 -
Current Tax 2,915,042
Deferred Tax
Profit after tax 10,327,767 9,758,555
16,155,316 13,361,650

Earning Per Share( share Tk. 10 each) 0.34 0.32

Sd/- Sd/-
(Moinul Ahsan Chowdhury) (Mir Nazim Uddin Ahmed)
Deputy Managing Director & CFO Managing Director & CEO

148
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
Statement of Other Comprehensive Income
For the Ist quarter ended 31th March 2022
Amount in Taka
PARTICULARS
31.03.2022 31.03.2021
Balance brought forward from previous year 35,317,055 35,620,388

Net profit for the year brought down 13,242,809 9,758,555


Deferred Tax Income
Brought down from Reserve for Investment Fluctuation Fund

Total 48,559,864 45,378,943

Reserve for Exceptional Loss 3,500,000


Provision for Income Tax 2,915,042
Stock Dividend

Cash Dividend Paid


Income Tax paid previous years
Reserve for Investment Fluctuation Fund
Balance Transferred to Balance Sheet 42,144,822 45,378,943
Total 48,559,864 45,378,943

Sd/- Sd/-
(Moinul Ahsan Chowdhury) (Mir Nazim Uddin Ahmed)
Deputy Managing Director & CFO Managing Director & CEO

149
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
CONSOLIDATED REVENUE ACCOUNT
For the Ist quarter ended 31th March 2022
.
Janu to March- Janu to
PARTICULARS Fire Marine Cargo Marine Hull Motor Misc.
2022 March-2021
Claims under policies less Re-insurance :
Paid During the year 1,863,533 4,433,349 - 3,691,681 741,226 10,729,789 22,259,164
Add : Total estimated liability in respect of outstanding
16,317,262 4,339,825 9,150,000 9,874,938 776,860 40,458,885 48,520,295
claims at the end of the year whether due or intimated
18,180,795 8,773,174 9,150,000 13,566,619 1,518,086 51,188,674 70,779,459

Less : Outstanding claims at end of the previous year 17,299,738 4,952,849 2,750,000 13,554,895 910,000 39,467,482 44,915,530

Claims for the period 881,057 3,820,325 6,400,000 11,724 608,086 11,721,192 25,863,929
Agent Commission 5,751,688 4,717,869 529,456 822,892 889,665 12,711,570 18,553,148
Expenses of Management (Notes-19) 16,656,042 17,430,556 785,458 3,470,664 6,537,778 44,880,498 45,454,358
Stamp Duty 56,850 - - 20,110 10,250 87,210 38,685

Profit /(Loss) transferred to Profit & Loss Account 2,485,112 19,126,089 (5,709,259) 5,777,874 (868,452) 20,811,364 9,021,577
Reserve for Unexpired Risk 11,027,525 18,351,467 2,060,045 4,211,870 1,871,248 37,522,155 40,217,101
Total 36,858,274 63,446,306 4,065,700 14,315,134 9,048,575 127,733,989 139,148,798
Balance of account at the beginning of the year :
Reserve for Unexpired Risks 8,769,230 16,653,126 1,993,697 3,785,460 3,506,775 34,708,288 38,674,490
Premium Less Re-insurance (Notes-19) 27,568,812 45,878,668 2,060,045 10,529,674 4,678,119 90,715,318 93,789,371
Commission on Re-insurance ceded 520,232 914,512 11,958 - 863,681 2,310,383 6,684,937
Total 36,858,274 63,446,306 4,065,700 14,315,134 9,048,575 127,733,989 139,148,798

Sd/- Sd/-
(Moinul Ahsan Chowdhury) (Mir Nazim Uddin Ahmed)
Deputy Managing Director & CFO Managing Director & CEO

150
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
HEAD OFFICE
CASH FLOW STATEMENT
For the Ist quarter ended 31th March 2022

BALANCE AS AT BALANCE AS AT
PARTICULARS
31ST March, 2022 31ST March, 2021
Cash Flow from Operating Activities
Collection From Premium & Other income 89,431,244 108,176,490
Payment for management expenses, Re-insurance,
Claim & Commission (59,163,244) (94,123,298)
Cash Generated from Operations 30,268,000 14,053,192
Income Tax Paid & Deducted at Source (3,195,000) (5,535,333)
Net Cash Generated from Operating Activities 27,073,000 8,517,859

Cash Flow from Investing Activities


Investment in Bonds / Shares (2,691,322) (2,097,530)
Acquisition of Property, Plant & Equipments etc. (2,892,540) (214,558)
Security Deposit & Advances
Disposal of Property, Plant and Equipments
Net Cash used in Investing Activities (5,583,862) (2,312,088)

Cash Flow from Financing Activities


Dividend Paid
Increase/Decrease in Quard from Bank
Loan paid against Lien of FDR

- -
Net Cash Generated/ (Used) in Financing Activities

Net Increase in Cash and Bank Balances 21,489,138 6,205,771


Cash and Bank Balances at Beginning of Year 354,611,174 296,818,953
Cash and Bank Balances at End of Year 376,100,312 303,024,724

Net operating cash flow per share (NOCFPS) 0.89 0.28

Sd/- Sd/-
(Moinul Ahsan Chowdhury) (Mir Nazim Uddin Ahmed)
Deputy Managing Director & CFO Managing Director & CEO

(dd) Factors that may affect the results of operations;

There are no factors that may affect the results of operations except followings:

1. Changes in relevant Govt. policies


2. Political unrest
3. Natural calamities

151
Chapter – VII

Management‟s discussion and analysis of financial


condition and results of operations

152
(a) Overview of business and strategies;
Overview of Business
Background of the company

The Company was incorporated in Bangladesh as a Public Limited Company by Shares on the 18 October, 1999 under the
Companies Act, 1994 and its Commencement of Business was started from 18 October, 1999 and the registration from the
Controller of Insurance was received to start general insurance business.
Address of Registered Office
The registered office of the Company is located at City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000,
Bangladesh. The Operation of the Company are being carried out through its 36 nos. of branches located all over Bangladesh
with Head Office at City Center, Level-16, (Own Space), 90/1, Motijheel C/A, Dhaka – 1000, Bangladesh.
Principal Activities and Nature of Operation

The main objective of the Company is to carry on all kinds of Insurance, guarantee and indemnity business other than life
insurance business.
ICIL business model

ICIL business model has been designed considering four factors.

 Service
 Tarrif rate
 Risk Factor
 Client
 Risk Coverage

 Surveyor
 Risk Analysis
 Loss analysis

 Agent
 Marketing
 Commission
 Management
 Operational process
 Infrastructure
 Business strategy
 Claim settlement
 Underwriter :Premium assess as per tarrif rate
 Re insurance : Re insurance arrangeemnt local and oversees market

ICIL major functional department

 Marketing department
 Underwritng department
 Accounts, Finance, Banking, costing & budgeting department
 Corporate affairs department
 Admin and Establishment department
 Re insurance department
 Claim department
 Internal audit department
 IT department
 Customer service department

153
Strategies of the Company

The Company‟s strategic objective is to improve and consolidate its position in the insurance industry with a continuous growth
philosophy. The major focus of the Company is to enhance value creation through delivering insurance product to wide range of
clients. In order to achieve the objective the Company has been adopted the following strategies:
Marketing strategy
1. Emphasize service and support.
2. Increase market share.
3. Reinforce market image as the finest service provider in the industry.
4. Forecast customer needs.
Financial strategy
1. Focusing on profit.
2. Maintaining transparency and integrity on financial transaction.
3. Focusing on controlling of cost.
4. Budgeting and variance analysis.
5. Financial risk analysis.
Promotion and branding strategy
1. Advertisement in the local newspapers, online, television, electronic media etc.
2. Maintain relationship with the clients.
3. Liaison with insurance agents.
Pricing strategy
The Company has set their pricing strategy based on tarrif rate or rate of central rating committee.

Operational excellence strategy

The reality of the insurance industry is that the service is the product. With this important fact recognized, the Company strives
to provide the highest level of client service. The Company has continued to invest in operational excellence throughout the
organization. The Company is addressing operational excellence through continuous process improvement, customer service
and technology development. Alignment of its people to „process improvement‟ through change management and upgrading of
skills as required for customer satisfaction is a continuous activity. Awareness of this quality commitment is widespread among
all the employees.

Strategy for business competiveness


Islami Commercial Insurance Limited has been driven by client need for reducing business risk. By satisfying client demand on
time, it has gained on competitive advantage over the others competitors.

Human capital strategy


The Company considers personnel as key resources. Therefore, we are continually working to preserve, encourage and develop
the people to perform at their highest potential.

(b) SWOT ANALYSIS

Strengths
 Experienced Board of Directors
 Experienced management
 Sound financial records
 Good track record for claim settlement
 Sound marketing policy

Opportunities
 To increase market share
 To diversify capital structure
 To branding the Company
 To improve future profitability

Weaknesses
 Low market share
 Enlistment is not wide range
 A very few advertisement

154
Threats
 Huge competition
 Unhealthy industry policy
 Tendency of avoidness by the prospective customers
 Low premium rate
 High rate of re insurance

(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue/sales, other income, total
income, cost of material, finance cost, depreciation and amortization expense, other expense; changes of inventories, net
profit before & after tax, EPS etc.

Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17


Revenue 51,966,426 502,029,252 462,876,880 410,212,107
521,561,153
Year to year changes in revenue (%) -5.51% 9.95% 8.46% 12.84% 25.88%
Other Income 5,908,862 32,857,171 28,150,791 71,495,877
32,566,201
Year to year changes in other income(%) 451.14% -82.02% 16.72% -60.63% 82.83%
Total Income 63,040,721 67,189,061 23,004,742 82,455,851
102,536,383
Year to year changes in Total income(%) 62.65% -6.17% 192.07% -72.10% 66.35%
Cost of material N/A N/A N/A N/A N/A
Year to year changes in Cost of Material N/A N/A N/A N/A N/A
Finance Cost Nil Nil Nil Nil Nil
Year to year changes in cost of material (%) N/A N/A N/A N/A N/A
Depreciation and Amortization expenses N/A N/A N/A N/A N/A
Depreciation 7,859,147 8,941,999 10,289,527 11,390,477 11,188,352
Year to year changes in depreciation (%) -12.11% -13.10% -9.67% 1.81% 26.04%
Amortization N/A N/A N/A N/A N/A
Year to year changes in Amortization (%) N/A N/A N/A N/A N/A
Other expenses N/A N/A N/A N/A N/A
Year to year changes in other expenses (%) N/A N/A N/A N/A N/A
Inventories 1,038,096 1,087,339 1,414,216 1,664,441 974,801
Year to year changes in inventories (%) -4.53% -23.11% -15.03% 70.75% 1053.54%
Net Profit before tax 77,995,548 46,344,431 49,915,815 7,682,111 59,893,092
Year to year changes in Net Profit before tax (%) 68.30% -7.15% 549.77% -87.17% 17.93%
Net Profit after tax 55,372,975 31,253,153 33,767,044 5,409,266 52,327,777
Year to year changes in Net Profit after tax (%) -7.23% -7.23% 521.63% -89.66% 53.50%
EPS 1.82 1.03 1.14 0.18 1.95
Year to year changes in EPS (%) 77.18% -9.76% 521.75% -90.60% -86.04%

Causes for changes in year to year changes in revenue (%)

During the 2017-2020 period volume of premium collection was increased due to changes in marketing policy which
consequently increased the volume of revenue. But in 2021 , due to pandemic situation in the country for CORONA virus spread
and govt impose country wide lockdown,premium collection slidly decresed as a result growth of revenue also decresed

Causes for changes in COGS to revenue (%)

Not applicable

Causes for changes in other incme

The other Income was always positive except 2020. During the year 2017, the Company had earned significant amount from
other income through capital gain . Subsequently, capital gain was not substantial and FDR rate was also decresed. As a result
other incme decreased during the year 2018 and 2019. In the year 2020, there was capital loss due to stock market was in
155
negative trend for pandemic situation . Subsequently in the year 2021, the stock market was in upward trend after vaccination
started by the government as a result the company can able to earn capital gain.

Causes for changes in total income

Total income in the year 2017 to 2018 decreased substantially due to payment of claim. During the period 2019 and 2020 total
income uptrend due to management policy change. Total income in the year 2021 incresed substantially due to restriction by the
IDRA to pay agent commission.

Causes for changes in cost of material

N/A

Causes for changes in finanance cost

Due to there was no long term debt so there were no impact on financial position of the Company

Causes for changes in depreciation and amortization


Depreciation expenses decreses due to the Company follow reducing balance method in charging depreciation year to year.
There was no amortization impact on financial position of the Company due to there was no long term loan.

Causes for changes in other expense


There was no other expense. So there wer no impact on profitability of the Company

Causes for changes in inventory


There was no significant variation in inventory position during the period 2017 to 2021 as it was required and used in oridinary
course of business as

Causes for changes in net profit before tax

Due to imposed restriction on agent commission net profit before tax was increased during the year 2021. And other years net
profit before tax was almost consistent except 2018 due to payment of excessive claim.

Causes for Changes in Net profit after tax and EPS

Due to imposed restriction on agent commission net profit after tax was increased during the year 2021. And other years net
profit after tax was almost consistent except 2018 due to payment of excessive claim.

(d) Known trends demands, commitments, events or uncertainties that are likely to have an effect on the Company‟s
business;

There are no known trends demands, commitments, events or uncertainties that are likely to have an effect on the Company‟s
business except the followings:

1. Changes in relevant Govt. policies


2. Political unrest
3. Natural calamities

(e) Trends or expected fluctuations in liquidity;

There are no trends or expected fluctuations in liquidity except impact of the future expansion program as described section-xxii
under the head “Use of proceeds”.

(f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition.

There are no off-balance sheet arrangements those have or likely to have a current or future effect on financial condition of the
Company.

156
Chapter – VIII

Directors and Officers

157
(a) Name, Father‟s name, age, residential address, educational qualification, experience and position of each of
the directors of the Company and any person nominated or represented to be a director, showing the period for
which the nomination has been made and the name of the organization which has nominated him;

Sl. Name of Father‟s A Residential address Educational experience position

Period of

nominated
organization
Name of
nomination
Directors Name ge qualification

1 Mrs. Shahida Mr. A.S. 63 House - 6, Road - 1, Graduate 40 Years Chairman

N/A

N/A
Anowar Rahman Dhanmondi R/A, Dhaka.

2 Mr. M. G. Mr. Ruhul 65 House - 18, Road - 2, B.A. 22 Years Director

N/A

N/A
Faruk Amin Sector-7, Uttara, Dhaka.

3 Ms. Nigar Late Sultan 43 House - 43/A, South Lake, B.S.S. 22 years Director

N/A

N/A
Sultana Hossain Road - 3/1, Dhanmondi
R/A, Dhaka-1209,
Bangladesh.
4 Ms. Nusrat Md. Anowar 38 House - 6, Road - 1, Barrister-at- 16 years Director

N/A

N/A
Jahan (Tania) Hossain Dhanmondi R/A, Dhaka. Law

5 Mr. Azmat Mr. Niaz 27 House No 24, Road No 01, B.B.A 5 years Director

N/A

N/A
Niaz Ahmed Block-I, Banani, Dhaka-
1213
6 Ms. Israt Md. Anowar 43 House - 6, Road - 1, B.B.A. 16 years Director

N/A

N/A
Jahan Hossain Dhanmondi R/A, Dhaka.

7 Mr. Md. Abu Late Sultan 59 30, Ahsan Ahmed Road, S.S.C 28 Years Director

N/A

N/A
Bakar Hossain Khulna.
Siddique Akon

8 Mr. Md. Md. Anowar 33 House - 6, Road - 1, MBA 13 years Director

N/A

N/A
Ashik Hossain Dhanmondi R/A, Dhaka.
Hossain

9 Ms. Shirin Late 57 House – 46, Road – 1/A, B.A 32 years Director

N/A

N/A
Akhter Mohammed Block – I, Banani, Dhaka –
Fazlul Karim 1213

10 Mr. AZM Late Abdul 84 1/1, B-1, Bismillah Garden, M.A. 23 years Independent N/A

N/A
Shamsul Gafur KM Das Lane, Dhaka-1203 Director
Alam Chowdhury

11 Mr. S.A.M Late M.A. 75 House no 7/2, Flat No 701, Master 25 years Independent
N/A

N/A

Habibur Mazid Miah Paribagh ,Shahshaeb road, Director


Rahman Shahbagh Dhaka-1000

158
(b) The date on which he first became a director and the date on which his current term of office shall expire;

Sl. Name of Director First date of appointment as Director Date of expiry of current term
1 Ms. Shahida Anowar 16/04/2001 2023
2 Mr. M. G. Faruk 24/02/2001 2022
3 Ms. Nigar Sultana 24/02/2001 2022
4 Ms. Nusrat Jahan (Tania) 12/01/2003 2022
5 Mr. Azmat Niaz 30/09/2021 2024
6 Ms. Israt Jahan 12/01/2003 2024
7 Mr. Md. Abu Bakar Siddique 24/02/2001 2024
8 Mr. Md. Ashik Hossain 30/07/2009 2023
9 Ms. Shirin Akhter 22/09/2005 2023
10 Mr. AZM Shamsul Alam 26/09/2019 2022
11 Mr. S.A.M Habibur Rahman 30/09/2021 2024

(c) If any director has any type of interest in other businesses, names and types of business of such organizations.
If any director is also a director of another Company or owner or partner of any other concern, the names of such
organizations;
Sl Name of Directors Name of the other organization Types of business of Position Held
where directors have been involved such organizations
1 Mrs. Shahida Anowar Dubai Bangladesh Cement Mills Ltd. Cement Manufacturer Chairman
Chairman Dubai Bangla LP Gas Ltd. Power & Fuel Chairman
AG Textile Mills Ltd. Textile Chairman
Ashik Shipping Lines Pvt. Ltd. Engineering Executive Director
2 Mr. M. G. Faruk United Hospital Ltd. Hospital Sponsor Shareholder
Sponsor Director Saltz Seafood Restaurant Food & Beverage Director
3 Ms. Nigar Sultana N/A N/A N/A
Sponsor Director
4 Ms.Nusrat Jahan (Tania) Dubai Bangladesh Cement Mills Ltd. Cement Manufacturer Director
Director
5 Mr. Azmat Niaz Savoy Ice Cream Factory Limited Ice cream Production Director
Director
6 Ms. Israt Jahan Dubai Bangladesh Cement Mills Ltd. Cement Manufacturer Director
Director AG Textile Mills Ltd. Textile Director
7 Mr. Md. Abu Bakar N/A N/A N/A
Siddique Sponsor Director
8 Mr. Md. Ashik Hossain Dubai Bangladesh Cement Mills Ltd. Cement Manufacturer Director
Director Dubai Bangla LP Gas Ltd. Power & Fuel Director
09 Ms. Shirin Akhter Kohinoor Chemical Co.(BD) Ltd Chemical Manufacturer Director
Director Reedisha Spinning Ltd. Spinning Director
Reedisha Knitex Ltd. Textile Director
Reedisha Tex-Stripe Ltd. Textile & weaving Director
10 Mr. AZM Shamsul Alam Nil N/A N/A
Independent Director
11 Mr. S.A.M Habibur Rahman Nil N/A N/A
Independent Director

159
(d) Statement of if any of the directors of the issuer are associatedwith the securities market in any manner. If
any director of theIssuer Company is also a director of any issuer of other listedsecurities during last three years
then dividend payment historyand market performance of that issuer;
There is no involvement of any directors of the Companywith the securities market in any manner except as follows-

Sl Name of Directors Name of the Company of the securities market where directors are Position
associated
1 Ms. Shirin Akhter Kohinoor Chemical Co.(BD) Ltd Director
Director
No director is a director of any issuer of other listed securities during last three years except as follows:
Name of the Listed Company Directorship held Dividend Payment History*
Sl Name of Directors
with Position during the year of 2021 2020 2019
Kohinoor 2021 35%,
Ms. Shirin Akhter 35%,
1 Chemical Director 2020 15% B 20%, 20% B
Director 10% B
Co.(BD) Ltd 2019
Source: www.dsebd.org
Market Performance of the above listed securities based on last audited accounts of the respective companies are as follows:
Sl Particulars Name of the Company
Kohinoor Chemical Co.(BD
1 Listing Year 1988
2 Listing Category “A”
3 Authorized Capital BDT 500 mn
4 Paid Up Capital as on 30 June 2021 BDT 255.31 mn
5 Reserve & Surplus as on 30 June 2021 BDT 895.6 mn
6 Profit for the year as on 30 June 2021 BDT 234 mn
7 NAV per Share for the year end 30 June 2021 BDT 55.58
8 EPS for the year end 30 June 2021 BDT 10.54

10 Year end P/E (2020) 56.81


11 Dividend Yield (%) 0.74
Source: Source: www.dsebd.org

(e) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse‟s father, spouse‟s
mother, spouse‟s brother, spouse‟s sister) among the directors and top five officers;

There are no family relationship among the directors and top five officers.
(f) A very brief description of other businesses of the directors;

Name of the other organization Legal Status


Types of business of
Sl Name of Directors where directors have been
such organizations
involved
Dubai Bangladesh Cement Mills Private Limited
Cement Manufacturer
Ltd. Company

Mrs. Shahida Anowar Dubai Bangla LP Gas Ltd. Private Limited


1 Chairman Power & Fuel
Company
AG Textile Mills Ltd. Private Limited
Textile
Company
Ashik Shipping Lines Pvt. Ltd. Private Limited
Engineering
Company
Mr. M. G. Faruk Private Limited
United Hospital Ltd. Hospital
2 Sponsor Director Company
Saltz Seafood Restaurant Food & Beverage Partnership
Ms. Nigar Sultana
3 N/A N/A N/A
Sponsor Director
160
Ms. Nusrat Jahan Dubai Bangladesh Cement Mills
Private Limited
4 (Tania) Ltd. Cement Manufacturer
Company
Director

Mr. Azmat Niaz


Private Limited
5 Director Savoy Ice Cream Factory Limited Ice Cream Production
Company

Ms. Israt Jahan Dubai Bangladesh Cement Mills Cement Manufacturer Public Limited
Director Ltd. Company
6
AG Textile Mills Ltd. Textile Private Limited
Company
Mr. Md. Abu Bakar
7 Siddique N/A N/A N/A
Sponsor Director
Dubai Bangladesh Cement Mills
Private Limited
Mr. Md. Ashik Ltd. Cement Manufacturer
Company
8 Hossain
Director Dubai Bangla LP Gas Ltd. Private Limited
Power & Fuel
Company
Public Limited
Kohinoor Chemical Co.(BD) Ltd Chemical Manufacturer
Company
Private Limited
Reedisha Spinning Ltd. Spinning
Ms. Shirin Akhter Company
09
Director Private Limited
Reedisha Knitex Ltd. Textile
Company
Private Limited
Reedisha Tex-Stripe Ltd. Textile & weaving
Company
Mr. AZM Shamsul
Alam
10 Nil N/A N/A
Independent Director

Mr. S.A.M Habibur


Rahman
11 Nil N/A N/A
Independent Director

(g) Short bio-data of each director

Mrs. Shahida Anowar


Chairman

Mrs. Shahida Anowar is a shareholder director of the Islami Commercial Insurance Co. Ltd. She has been elected Chairperson of
the Company in 2018 Sheis a successful business woman with multifaceted exposure in Bangladesh. Mrs. Shahidais also the
chairman of Dubai Bangladesh Cement Mills Ltd., Dubai Bangla LP Gas Ltd. and AG Textile Mills Ltd.

Mr. M. G. Faruk
Sponsor Director

Mr. M. G. Farukis one of the sponsors of the Company. After his graduation, Mr. Faruk started different business organization
in Bangladesh. After a while he rounded up his businesses and had set up a construction business in U.S.A. At present, he is
doing business in U.S.A. as well as in Bangladesh. He is the Sponsor Director of Islami Commercial Insurance Company
Limited.

161
Ms. Nigar Sultana
Sponsor Director

Ms. Nigar Sultanais one of the sponsors of the Company. She obtained her Bachelor of Social Science degree and involved in
insurance business. She is the sponsor director of Islami Commercial Insurance Co. Ltd.

Ms. Nusrat Jahan (Tania)


Director

Ms. Nusrat Jahan (Tania) is a lawyer by profession. She completed her LLB (Hons) from Northumbria University, UK. After
completing her Bar-at-Law from the Honorable Society of Lincoln‟s Inn and Master‟s in business from London Metropolitan
University,UK.She works as a immigration lawyer in a firm in Bricklane, London, UK.

After coming back from London she joined in the Southeast University,Dhaka as a Law faculty and for a quite sometimes
alongside with her teaching profession she also attended various advocacy programme and moot court in Bangladesh.

Ms. Tania is a member of Dhaka Bar Association.She is passionate about law and working under a senior in the Supreme Court
of Bangladesh. Being a Barrister and an advocate she looks after the legal side of this company.

Mr. Azmat Niaz


Director

Mr.Azmat Niaz studied in United States of America and obtained Master of Business Administration (MBA) degreefrom the
George Mason University. After completing his education, he returned to the country and concentrated on business. He is the
director of Savoy Ice-cream Factory Ltd.

Ms. Israt Jahan


Director

Ms. Ishrat Jahan, Daughter of Mr. Md. Anowar Hossain was born in Khulna in the year 1978. She completed Master‟s in
business from London Metropolitan University,UK.She is one of the Director of Islami Commercial Insurance Company
Limited.

Mr. Md. Abu Bakar Siddique


Sponsor Director

Mr. Md. Abu Bakkar Siddiqueis one of the sponsors of the Company. He is a renowned businessman in Khulna. He is involved
in Shipping Lines Business and Chinese Restaurant Business. He is the sponsor director of Islami Commercial Insurance Co. Ltd.

Mr. Md. Ashik Hossain


Director

Mr. Md. Ashik Hossain, Son of Mr Anowar Hossain was born in a respectable Muslim family on 3rd November 1987. Mr. Md.
Ashik Hossain studied in UK and obtained Master of Business Administration (MBA) degree. He is involved in versatile
business houses in Cement and Fuel & Power Sectors. He is the currently the director of Dubai Bangladesh Cement Mills Ltd
and Dubai Bangla LP Gas Ltd.It may be mentioned here that he has visited many countries of the world in connection with
business, development and promotion.

Ms. Shirin Akhter


Director

Ms. ShirinAkter is a shareholder and director of Islami Commercial Insurance Co. Ltd. . She is involved in versatile business
houses in Chemical & Textile Sectors. She is the director of Kohinoor Chemical Co. (BD) Ltd, ReedishaKnitex Ltd, Reedisha
Spinning Ltd and ReedishaTexstripe Ltd respectively. She has visited many countries of the world in connection with business,
development and promotion.

162
Mr. AZM Shamsul Alam
Independent Director

Mr. A. Z. M. ShamsulAlam was born in a respectable Muslim family in Comilla. He had built up a reputation as an astute and
efficient Government Executive and had achieved remarkable success in his career. He retiredfrom his service as a Secretary of
the Govt. of the Peoples Republic of Bangladesh and became associated with Al-ArafahIslami Bank Ltd. He was the Chairman of
Al-ArafahIslami Bank Ltd. for a long time. In recognition of his outstanding service record, the Govt. of the Peoples Republic of
Bangladesh recalled him out of his retirement and made him the Director General of Islamic Foundation.

Mr. Alam is also associated with ICICLsince its inception and currently he is the Independent Director of the Company.

Mr. S.A.M Habibur Rahman


Independent Director

Mr. S.A.M. Habibur Rahman is an Independent Director on the Board of Islami Commercial Insurance Co. Ltd. He has been
appointed Independent Director in the 137th Board of Directors Meeting held on 22/06/2021. Mr. Rahman is basically a Banker
and has vast experience in Banking Sector. He is involved in many socio economic activities.

(h) Loan status of the issuer, its directors and shareholders whohold 10% or more shares in the paid-up capital of
the issuer in terms of the CIB Report of Bangladesh Bank;

Neither the Company nor any of its directors or shareholders who hold 10% or more shares in the paid-up capital of the
Company is loan defaulter in terms of the CIB report of the Bangladesh Bank.

163
(i) Name with position, educational qualification, age, date of joining in the Company, overall experience (in year), previous employment, salary
paid for the financial year of the Chief Executive Officer, Managing Director, Chief Financial Officer, Company Secretary, Advisers, Consultants
and all Departmental Heads. If the Chairman, any director or any shareholder received any monthly salary than this informatio n should also be
included;
Date of Over all Salary Paid as on
Educational Joining in experienc 1 January 2021 to
Sl. Name Position Age Previous employment
Qualification the e 31 December
Company (in year) 2021
1.Paramount
Insurance Co. Ltd.
2.Takaful Islami
Insurance Ltd.
3.Global Insurance
Diploma in Insurance Ltd.
Mr. Mir Nazim Uddin Chief Executive
1 C.A. (Course Complete) 61 01/09/2013 37 years 4.Provati Insurance 87,30,000
Ahmed Officer
M. Com. Management Co. Ltd.
5.Karnaphuli
Insurance Co. Ltd.
6.Progati Insurance
Co. Ltd.
7.Grameen Bank
1. Bangladesh Civil
Service (BCS) under
Mr. Md. Anisur MSc.in Agriculture
2 Consultant 62 2/08/2021 35 years Admin cadre 4,96,774
Rahman BCS (Admin Cadre)
2. Alrafa Islami Bank
Limited
M.Com (Accounting)
Certified Financial
Consultant (Canada)
Mr. Md. Moinul Takaful Islami
3 DMD & CFO CA Course Completed 50 18-03-21 26 years 14,93,226
Ahsan Chowdhury Insurance Co. Limited
AML/CFT risk
management master
class
1.Eastland Insurance
Co. Ltd

2.Northern general
Company M.Com, LLB, ITP Insurance Company
4 Mr. Akhtaruzzaman 55 1/12/2008 28 years 12,24,560
Secretary CA (CC) Limited

3. Express Insurance
Limited
164
4. Islami Commercial
Insurance Company
Limited

1. Standard Chartered
Mr. Mir Muntakim Head of Internal Bank
5 MBA in Finance 35 2/8/2015 13 years 366,480
Mohsin Audit 2. Appollo Hospital
3. Step One Group
1.Karnaphuli
Insurance Company
Limited

2.Islami Insurance
Bangladesh Limited
Head of
6 Mr. Aliur Rahman M.Com (Management) 48 5/4/2016 26 years 3.Dhaka Insurance 656,010
Underwriting
Limited

4.Global Insurance
Limited

5.Asia Insurance
Limited
ABJ & P Co. Limited
(Saudia Arabia)
Mr. Md. Alamgir Head of Claim & Karnaphuli Insurance
7 B.Sc 63 15/2/2018 39 years 480,000
Kabir re insurance Company Limited
Islami Insurance
Bangladesh Limited

Mr. Selim Paramount Insurance


8 Head of Admin B.Com 44 2/8/2015 21 Years 415,620
Chowdhury Company Limited

165
Monthly Salary Statement of Chairman, Director and Other Shareholder

The Issuer did not pay any monthly salry to Chairman, Director and Other Shareholder

(j) Changes in the key management persons during the last three years. Any change otherwise than by way of retirement in
the normal course in the senior key management personnel particularly in charge of production, planning, finance and
marketing during the last three years prior to the date of filing the information memorandum. If the turnover of key
management personnel is high compared to the industry, reasons should be discussed;

There were no changes in key management person during the last three years except as follows:

Sl Name Previous Position Department Change type Current Effective


Position date
01 Mr. Akhteruzzaman CFO & Company Finance and Job reallocation Assistant 18/3/2021
Secretary Accounts Managing
Director &
Company
Secretary
02 Mr. Moinul Ahsan Nil Finance and Appointment Chief Financial 18/3/2021
Chowdhury Accounts Officer

(k) A profile of the sponsors including their names, father‟s names, age, personal addresses, educational qualifications, and
experiences in the business, positions/posts held in the past, directorship held, other ventures of each sponsor and present
position;
Status of the Sponsor in
Positions/posts held
qualifications

Directorship
Educational

Experiences

business other venture


in the

Name of the Father‟s Personal addresses

held
Age

Sl. Name of
sponsor names Present
Past Present the
Position
Company

43/A, South Lake, Road -


Late Sponsor
22 years

Existing
Mrs.Nigar 3/A, Dhanmondi I/A, Sponsor
B.S.S

1 Sultan Shareholder Nil Nil


43

Sultana Jigatola, Dhaka. Director


Hossain

Late 18, K.D.A. Western Plaza,


22 years
H.S.C

Mrs. Nargis Sponsor

Nil
2 Sultan Khulna Sponsor Nil Nil
57

Akhter Shareholder
Ahmed

Late 18, K.D.A. Western Plaza,


Mr. Md. Abu
28 years

Existing

Sultan Khulna Sponsor Sponsor


S.S.C

3 Bakar Nil Nil


59

Hossain Shareholder Director


Siddique
Akon

Mr. Md. House No:184, Road No:


Ahmad Sponsor
22 years
H.S.C

AmirulHasa 05, Mohammadia Housing Nil Nil


Nil

4 Shamsur Shareholder Sponsor


58

n Society, Mohammadpur,
Rahman
Dhaka-1207

Mr. Md. House No:52, Sultan Sponsor


22 years

A.S Sponsor Hotel Al -


B.A

Nil

5 AzizulHasan Ahmed Road, Khulna Shareholder Propeitor


52

Rahman Shareholder Hasan


Sadar, Khulna City-9100

Late Sk. Sponsor Modhumo


22 years
H.S.C

Mr. Sk. Road - 7, House - 3, Sponsor


Nil

6 Abu Shareholder ti Bank Director


54

Salahuddin Gulshan-1,Dhaka Shareholder


Naser Ltd.

166
Mrs. Late
Sponsor

22 years
HabibunNah Syed 33, Munshi Para, 3rd Lane, Sponsor

S.S.C

Nil
7 Shareholder Nil Nil

67
ar Abdul Khulna. Shareholder
Wahed

Self Educated
Mr. Md.
AlhajjNa 2/1 Outer circular road, Sponsor

22 years
Anwar

Nil
8 zir Moghbazar, Dhaka-1217 Shareholder Sponsor Nil Nil
73
Hossain
Ahmed

Golden
Emporium

M.Com (Accounting), LLB


Managing
Golden
Director
Trading
Co.
Mr. Niaz Naik House - 24, Road - 01, Sponsor

22 years
Sponsor Trade Plus

Nil
9 Ahmed Moham Block - I, Banani, Dhaka - Shareholder
58

Shareholder Khaja
med 1213.
Corp.,
Al-
ArafahIsla
Director
mi Bank
Ltd.

Mr.
Educated

AlhajjNa Sponsor
22 years
Mohmmad 40/1 Dilu Road, New Nil Nil
Self

Nil
10 zir Shareholder Sponsor
63

Nasir Uddin Eskaton, Dhaka


Ahmed
(Accounting)

AZM Sponsor AJ
25 years
M.Com

Mr. Jalilganj, Patarghata,

Nil
11 Shamsul Shareholder Sponsor Chowdhu Director
49

JavedAlam Chottogram
Alam ry & Co.

Dr. Abu
Engineer

Sponsor
22 years

Sayeed M. Abdur 3/C North Dhanmondi, Nil Nil


Nil
12 Shareholder Sponsor
62

Ahmed Rashid Kalabagan, Dhaka-1205


Diploma in

Mr. Anwar late Rahmans House, Sponsor


48 years
textile
B.S.C,

Nil Nil
Nil

13 Pasha Fozlur Shahidullah Kaiser road, Shareholder Sponsor


78

Rahman Feni

Mr.
Engineer

Late Sponsor
Retired

AbdurRab 24/1A, Khilji Road, Nil Nil


Nil

14 Abdul Shareholder Sponsor


92

Shyamoli, Dhaka-1207
Gani

late
Vill: Sponsor
Retired

Mr. K.M. Moulavi Nil


B.A

Nil

15 HossainpurP.S:Kochua,Dis Shareholder Sponsor Nil


77

Fazlul Huda Arafat


t: Chandpur
Ali

167
late
Mr. Md.

Educated
Moham Sponsor

Retired
Muzibur 1,Noyapara Road,

Self

Nil
16 mad Shareholder Sponsor Nil Nil

68
Rahman Narayanganj
Abdur
Rashid

Eastern Palace,B-

M.Com(Acc
Mr. Md. Moham

ounting)
4/101,Eastern Global

25 years
Tofail mad

Nil
17 Housing,Apt Sponsor Securities Director
48
Ahmed Abdul Sponsor
No:21,Siddeshwari,Dhaka- Shareholder Ltd.
Haque
1217

Mr. M.G. Mr. Sponsor United

22 years

Existing
House - 18, Road - 2, Sponsor

B.A
18 Faruk Ruhul Shareholder Hospital Sponsor
66

Sector-7, Uttara, Dhaka. Director


Amin Ltd.

House No:04, Road


Dr. Sajjad late

M.B.B.S

22years
No:07,Nobodoy housing Nil Nil

Nil
19 Hossain SirajulM Sponsor
64

Society, Sponsor
ostafa Shareholder
Mohammadpur,Dhaka

late
Mr. Abdul Vill:

Retired
Abdul Nil Nil
B.A

Nil
20 Mobin Bolakhal,PostOff:Bolakhal, Sponsor Sponsor
90

Wahed
Dist:Chandpur Shareholder
Mia
M.Com(Acc

Mr. Nadim
ounting)

Abdul
25 years

43 North Circular Road, Nil Nil

Nil
21 Ahmed Khan Aziz Sponsor
56

Dhanmondi, Dhaka-1205 Sponsor


Khan Shareholder

(l) If the present directors are not the sponsors and control of the issuer was acquired within five years immediately
preceding the date of filing prospectus details regarding the acquisition of control, date of acquisition, terms of acquisition,
consideration paid for such acquisition etc.

All the present Directors (except independent director) of the Company are Sponsor Director except as follows :

Sl Name Acquisition of Date of Terms of Acquisition Consideration paid for such


control Acquisition Acquisition
1 Nusrat Jahan 12-Jan-2003 12-Jan-03 To established the Transfer (Cash)
(Tania) ownership and future
12-Jan-03 benefit from Transfer(Cash)
Investment
24-Sep-11 Bonus

30-Sep-12 Bonus

20-Oct-13 Bonus

11-Feb-15 Bonus

13-Aug-15 Transfer (Cash)

24-Jan-16 Bonus

3-Jan-17 Bonus

18-Feb-18 Bonus

168
28-Apr-19 Bonus

27-Oct-20 Bonus

2 Mr. Azmat Niaz 12-Jan-17 12-Jan-17 To established the Transfer (Cash)


ownership and future
22-Feb-17 benefit from Transfer (Cash)
Investment
15-Nov-17 Transfer (Cash)

10-Dec-18 Transfer (Cash)

18-Feb-18 Bonus

28-Apr-19 Bonus

27/10/20 Bonus

3 Israt Jahan 12-Jan-03 12-Jan-03 To established the Transfer (Cash)


ownership and future
12-Jan-03 benefit from Transfer (Cash)
Investment
24-Sep-11 Bonus

30-Sep-12 Bonus

20-Oct-13 Bonus

11-Feb-15 Bonus

13-Aug-15 Transfer (Cash)

24-Jan-16 Bonus

3-Jan-17 Bonus

18-Feb-18 Bonus

28-Apr-19 Bonus

27-10-20 Bonus

4 Md. Ashik Hossain 31-May-09 31-May-09 To established the Transfer (Cash)


ownership and future
31-May-09 benefit from Transfer (Cash)
Investment
31-May-09 Transfer (Cash)

24-Sep-11 Bonus

30-Sep-12 Bonus

20-Oct-13 Bonus

11-Feb-15 Bonus

24-Jan-16 Bonus

3-Jan-17 Bonus

169
18-Feb-18 Bonus

28-Apr-19 Bonus

27-10-20 Bonus

5 Ms. Shirin Akhter 15-9-2005 15.09.2005 To established the Transfer (Cash)


ownership and future
24-Sep-11 benefit from Bonus
Investment
30-Sep-12 Bonus

20-Oct-13 Bonus

11-Feb-15 Bonus

24-Jan-16 Bonus

3-Jan-17 Bonus

18-Feb-18 Bonus

28-Apr-19 Bonus

27-10-20 Bonus

(m) If the sponsors/directors do not have experience in the proposed line of business, the fact explaining how the proposed
activities would be carried out or managed;

All the Sponsors/Directors of ICICL have experienced in the business of the Company.

(n) Interest of the key management persons;

(as per audited financial statement for the year ended 31 Decemebr 2021)
Nature of interest Salary Paid as on 1
Sl. Name Position January 2021 to 31
December 2021
Salary, Other Allowances &
1 Mr. Mir Nazim Uddin Ahmed Chief Executive Officer 87,30,000
Car facilities
2 Mr. Md Anisur Rahman Consultant Salary, Other Allowances 4,96,774
Additional Managing Director Salary, Other Allowances &
3 Mr. Md. Anwarul Hossain 32,25,000
(Marketing) Car facilities

Add. Managing Director & Salary, Other Allowances &


4 Mr. Mohammad Nizam Uddin 30,35,000
Incharge Banani Br. Car facilities

Mr. Moinul Ahsan Deputy Managing Director & Salary, Other Allowances &
5 14,93,226
Chowdhury Chief Financial Officier Car facilities
Chief Financial Officer &
5 Mr. Akhtaruzzaman Salary, Other Allowances 12,24,560
Company Secretary

170
(o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary;

There were no such interests and facilities in the form of pecuniary and non-pecuniary enjoyed by the Directors except
followings:

Sl. Name of Director Nature of Interest Remuneration paid


for the Year 2021
1 Mrs. Shahid Anowar 16,500

2 Mr. M.G. Faruk 16,500

3 Ms. Nigar Sultana 16,500

4 Ms. Nusrat Jahan (Tania) 16,500

5 Mr. Azmat Niaz 16,500

6 Ms. Israt Jahan 16,500

7 Mr. Md. Abu Bakar Siddique 16,500

8 Mr. Md. Ashik Hossian 16,500

9 Ms. Shirin Akhter The Board meeting Attendance Fee 16,500

10 Mr. AZM Shamsul Alam 16,500

11 Mr. S.A.M. Habibur Rahman 16,500

(p) Number of shares held and percentage of share holding (pre issue);

Sl Name Category No of Share Pre IPO %


1 Mr M. G. Faruk Sponsor Director 856,090 2.82%
2 Ms Nigar Sultana Sponsor Director 2,026,110 6.67%
3 Mr. Md. Abu Bakar Siddique Sponsor Director 30,366,300 9.99%
Total (a) 33,248,500 19.48%
4 Ms. Shahida Anowar Shareholder Director 1,519,230 5%
5 Ms. Nusrat Jahan (Tania) Shareholder Director 1,392,950 4.58%
6 Mr. Al-Haj Mohammad Yahya Shareholder Director 1,187,380 3.91%
7 Ms. Israt Jahan Shareholder Director 1,392,950 4.58%
8 Md. Ashik Hossain Shareholder Director 3,039,160 10%
9 Ms. Shirin Akhter Shareholder Director 2,532,640 8.33%
Total (b) 11,064,310 36.40%
Grand Total (a) + (b)

Shareholding Position by shareholders


10 Mr. Md. Anowar Hossain Shareholder 1,519,230 5%
11 Mr. Shajeel Yahya Shareholder 438,700 1.44%
12 Mr. Taha Yahya Shareholder 467,360 1.54%
13 Mr. Zhardi Yahya Shareholder 439,190 1.45%
14 Mr. Md. Rezaul Karim Shareholder 1,482,580 4.88%
15 Mr. Niaz Ahmed Shareholder 1,519,590 5%
16 Mr. Sk. Salahuddin Shareholder 759,790 2.50%
17 Mr. Haseeb Ahmed Shareholder 499,520 1.64%
18 Mr. Azmat Niaz Shareholder 670,500 2.21%

171
19 Ms. Habibun Nahar Shareholder 253,260 .83%
20 Ms. Sumaya Kamal Chowdhury Shareholder 159,040 .52%
21 Ms. Sharifa Khatun Shareholder 94,220 .31%
22 Mr. Md. Azizul Hasan Shareholder 1,748,220 5.75%
23 Mr. Usama Sorwar Shareholder 2,307,270 4.56%
24 Mr.Touseef Mashrurul Karim Shareholder 1,050,050 3.46%
Total (C) 13,408,520 41.09%
Grand Total (a) + (b)+ (c ) 30,391,660 100.00%

(q) Change in board of directors during last three years;

Sl Name of the Directors Last Position held Date of Appointment Date of retirement Remarks
1 Mr. Rezaul Karim Director 24 February 2001 29/07/2020 Resigned
2 Ms. Sharifa Khatun Director 4-Aug-16 30/9/2020 Retired

3 Mr. Niaz Ahmed Sponsor Director 18/10/1999 10/12/2018 Resigned

(r) Director‟s engagement with similar business.

No Directors of the Company are engage with similar business.

172
Chapter-IX

Certain Relationships and Related Transactions

173
(a) The prospectus shall contain a description of any transaction during the last five years, or any proposed
transactions certified by the auditors, between the issuer and any of the following persons, giving the name of
the persons involved in the transaction, their relationship with the issuer, the nature of their interest in the
transaction and the amount of such interest, namely:-

Certification on statement of certain relationship with related party transaction of Islami Commercial Insurance Company Limited

This is to certify that the Financial statements of the Islami Commercial Insurance Company Limited furnished for our audit does not have any
transaction during the last five years, or any proposed transaction, between the issuer and any of the following persons:

i. Any director or sponsor or executive officer of the issuer;


ii. Any person holding 5% or more of the outstanding shares of the issuer;
iii.Any related party or connected person of any of the above persons;
Except the transactions for the last five years described in the following table:

Name of the Related Party Nature of Nature of Premium earned during the year
Relationship Transaction
31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Kohinoor Chemical Co. (BD) Ltd. Common Insurance 3,691,594 5,322,050 1,592,818 - -
Reedisha Spinning Ltd. Director Premium 5,554,471 5,737,419 - -
Reedisha Knitex Ltd. 5,596,269 1,351,115 3,644,594 - -
Reedisha Tex-Stripe Ltd. 2,345,552 2,419,223 73,419 - -
Dubai Bangla Cement Mills Ltd. 20,560,069 10,816,603 9,757,866 - -
Dubai Bangla LP Gas Ltd. 1,766,340 - - - -
Dubai Bangla Bag Factory Ltd. 823,595 925,402 11,018,186 - -
Savoy Ice Cream Factory Ltd. 1,267,460 - - - -
Total Tk. 40,337,890 26,571,812 26,086,883 - -

Name of the Related Party Nature of Nature of Claim paid during the year
Relationship Transaction
31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Kohinoor Chemical Co. (BD) Common Claim - - 151,594 - -
Ltd. Director settlement
Reedisha Blended Yarn Ltd. - - 140,390 - -
Reedisha Spinning Ltd. - 51,769 - - -
Reedisha Knitex Ltd. 3,513,367 84,990 - - -
Savoy Ice Cream Factory Ltd. 124,975 - - - -
Total Tk. 3,638,342 136,759 291,984 - -

Board Meeting Attendance Fees :


Particulars 2021 2020 2019 2018 2017
Board Meeting Attendance Fees 292,750 264,500 510,000 414,000 902,750

Dividend Paid to Director or Sponsor and person holding 5% or more of the outstanding shares :
Particulars 2021 2020 2019 2018 2017
Dividend Paid to Director * Yet to 23,653,586 10,750,270 4,946,500 11,526,382
approve
Dividend Paid to Sponsor 3,129,436 1,229,435 2,069,700 3,827,768
Dividend Paid to shareholders holding 5% or more shares - 1,475,325 1,114,500 2,678,550
Total Tk. 26,783,022 13,455,030 8,130,700 18,032,700
* The Board of Directors in his 140th meeting held on 17-02-2022 recommended 10% cash dividend which is pending for shareholders approval.
Sd/-
Place: Dhaka AKM Kamrul Islam FCA
Senior partner
Date: 27 March 2022
Enrolment No : 670
ISLAM AFTAB KAMRUL & CO.
Chartered Accountants

174
(b) Any transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or significantly
influenced by 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 or 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 the prospectus;

Except as describe above, no transaction or arrangement entered into by the issuer or its subsidiary or associate or entity
owned or significantly influenced by a person who is currently a director or in any way connected with a director of the
issuer Company or its subsidiary/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 the prospectus.

(c) Any loans either taken or given from or to any director or any person connected with the director, clearly specifying
details of such loan in the prospectus, and if any loan has been 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, rate of interest applicable, date of loan taken,
date of maturity of loan, and present outstanding of such loan.

No loan was taken or given from or to any director or any person connected with the director and no loan was taken from any
such person who did not have any stake in the issuer, its holding Company or its associate concerns.

175
Chapter-X

Executive Compensation

176
(a) The total amount of remuneration or salary or perquisites paid to the top five salaried officers of the issuer in
the last accounting year and the name and designation of each such officer;

(As per audited financial statement for the year ended 31 Decemebr 2021)

Nature of interest Salary Paid as on 1


Sl. Name Position January 2021 to 31
December 2021

Salary, Other Allowances &


1 Mr. Mir Nazim Uddin Ahmed Chief Executive Officer 87,30,000
Car facilities, Mobile facilities
Salary, Other Allowances ,
2 Mr. Md Anisur Rahman Consultant 4,96,774
Mobile facilities
Additional Managing Director Salary, Other Allowances &
3 Mr. Md. Anwarul Hossain 32,25,000
(Marketing) Car facilities, Mobile facilities

Add. Managing Director & Salary, Other Allowances &


4 Mr. Mohammad Nizam Uddin 30,35,000
Incharge Banani Br. Car facilities, Mobile facilities

Mr. Moinul Ahsan Deputy Managing Director & Salary, Other Allowances &
5 14,93,226
Chowdhury Chief Financial Officier Car facilities, Mobile facilities

Assistant Managing Director & Salary, Other Allowances ,


5 Mr. Akhtaruzzaman 12,24,560
Company Secretary Mobile facilities

(b) Remuneration paid to all directors and officers as a group during the last accounting year;

Sl Particulars Remuneration paid as on 31 December 2021


1 Director Nil
2 Officer and Staff 13,63,66,057

(c) If any shareholder director received any monthly salary or perquisite or benefit it must be mentioned along
with date of approval in AGM or EGM, terms thereof and payments made during the last accounting year;

No shareholder director received any monthly salary or perquisite or benefit from the Company.

(d)The board meeting attendance fees received by the director including the managing director along with date
of approval in AGM or EGM;

Sl Name of Directors Board meeting fee received for the year 2021 Date of approval in
(Amount in Taka) AGM or EGM
1 Mrs. Shahida Anowar 16,500 The Board of Directors
2 Mr. M. G. Faruk 16,500 of Islami Commercial
Insurance Company
3 Ms. Nigar Sultana 16,500 Limited was received
Board meeting
4 Ms. Nusrat Jahan (Tania) 16,500 attendance fees @ BDT
5,000 per meeting as
5 Mr. Azmat Niaz 16,500 per guideline of IDRA.

6 Ms. Israt Jahan 16,500

7 Mr. Md. Abu Bakar Siddique 16,500

8 Mr. Md. Ashik Hossain 16,500

177
9 Ms. Shirin Akhter 16,500

10 Mr. AZM Shamsul Alam 16,500

11 Mr. S.A.M Habibur Rahma 16,500

(e) Any contract with any director or officer providing for the payment of future compensation;

No contract was made with any director or officer providing for the payment of future compensation.

(f) If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current
year, appropriate information regarding thereto;

The Company has no plan for substantial increase the remuneration paid to its officers except for those that are paid as annual
increment to their salaries.

(g) Any other benefit or facility provided to the above persons during the last accounting year.
Apart from the aforementioned information, the Company provides no other benefits to above person.

178
Chapter – XI

Options granted to Directors, Officers and Employees

179
(1) The following information in respect of any option held by each director, the salaried officers, and all other
officers as a group, namely: -

(i) The date on which the option was granted;


(ii) The exercise price of the option;
(iii) The number of shares or stock covered by the option;
(iv) The market price of the shares or stock on the date the option was granted;
(v) The expiration date of the option;
(vi) Consideration against the option.

No options have been granted by the Companyto any director, officers or employees.

(2) If such options are held by any person other than the directors, and the officers of the issuer Company, the
following information shall be given in the prospectus, namely:-

(i) The total number of shares or stock covered by all such outstanding options;
(ii) The range of exercise prices;
(iii) The range of expiration dates;
(iv) Justification and consideration of granting such option.

No options have been held by any person other than the directors, and the officers of the issuer Company.

180
Chapter–XII

Transaction with the Directors and Subscribers to the Memorandum

181
(a) The names of the directors and subscribers to the memorandum, the nature and amount of anything of value
received or to be received by the issuer from the above persons, or by the said persons, directly or indirectly,
from the issuer during the last five years along with the description of assets, services or other consideration
received or to be received;

Directors

Sl Name Position Nature of Value 31 31 31 31 31


received or to December December December December December
be received 2021 2020 2019 2018 2017
1 Mrs. Shahida Director Received by the Directors
Anowar Board meeting 16,500 20,000 25,000 20,000 40,000
fees
Dividend (Cash) 1,063,461 - 1,475,320 536,480 487,710

Dividend - 4425 26,824 24,386 26,127


(Bonus Share)
Received by the Issuer
Fund received - 4425 26,824 24,386 26,127
against bonus
share
2 Mr. M. G. Sponsor & Received by the Directors
Faruk Director Board meeting 16,500 20,000 25,000 20,000 40,000
fees
Dividend (Cash) 599,263 - 415,580 169,302 164,820

Dividend - 2,493 8,465 8,241 17,418


(Bonus Share)
Received by the Issuer
Fund received - 2,493 8,465 8,241 17,418
against bonus
share
3 Ms. Nigar Director Received by the Directors
Sultana Board meeting 16,500 15,000 25,000 20,000 40,000
fees
Dividend (Cash) 1,418,277 - 983,550 357,654 325,140

Dividend - 5,901 17,883 16,257 17,418


(Bonus Share)
Received by the Issuer
Fund received - 5,901 17,883 16,257 17,418
against bonus
share
4 Ms. Nusrat Director Received by the Directors
Jahan (Tania) Board meeting 16,500 15,000 25,000 20,000 40,000
fees
Dividend (Cash) 975,065 - 676,190 245,888 223,534

Dividend - 4,057 12,294 11,177 11,975


(Bonus Share)
Received by the Issuer
Fund received - 4,057 12,294 11,177 11,975
against bonus
share
5 Mr. Azmat Director Received by the Directors
Niaz
Board meeting - Nil NIL NIL NIL
fees

182
Dividend (Cash) 469,350 - 325,485 100,176 80,160

Dividend - 1,953 5,009 4,008 -


(Bonus Share)
Received by the Issuer
Fund received - 1,953 5,009 4,008 -
against bonus
share
6 Ms. Israt Director Received by the Directors
Jahan Board meeting 16,500 15,000 25,000 20,000 40,000
fees
Dividend (Cash) 975,065 - 676,190 245,888 223,534

Dividend - 4,057 12,294 11,177 11,975


(Bonus Share)
Received by the Issuer
Fund received - 4,057 12,294 11,177 11,975
against bonus
share
7 Mr. Md. Abu Sponsor & Received by the Directors
Bakar Director Board meeting 16,500 15,000 25,000 5000 N/A
Siddique fees
Dividend (Cash) 2,125,641 - 1,967,105 715,310 650,282

Dividend - 8,845 35,766 32,514 34,837


(Bonus Share)
Received by the Issuer
Fund received - 8,845 35,766 32,514 34,837
against bonus
share
8 Mr. Md. Ashik Director Received by the Directors
Hossain Board meeting 16,500 15,000 25,000 20,000 40,000
fees
Dividend (Cash) 2,127,412 - 1,475,325 536,482 487,710

Dividend - 8,852 26,824 24,385 26,127


(Bonus Share)
Received by the Issuer
Fund received - 8,852 26,824 24,385 26,127
against bonus
share
9 Ms. Shirin Director Received by the Directors
Akhter Board meeting 16,500 15,000 25,000 20,000 40,000
fees
Dividend (Cash) 1,772,848 - 1,229,435 447,068 406,426

Dividend - 7,377 22,353 20,321 21,773


(Bonus Share)
Received by the Issuer
Fund received - 7,377 22,353 20,321 21,773
against bonus
share
10 Mr. AZM Independent Board meeting 16,500 20,000 25,000 20,000 Nil
Shamsul Alam Director fees

11 Mr. S.A.M Independent Board meeting Nil Nil Nil Nil Nil
Habibur Director fees
Rahman

183
Subscribers to the memorandum

Sl Name Position Nature of 31 31 31 31 31


Value December December December December December
received or to 2021 2020 2019 2018 2017
be received
1 Mr. Md. Anwar Sponsor Received by the Directors
Hossain Dividend Nil Nil Nil Nil Nil
(Cash)
Dividend Nil Nil Nil Nil Nil
(Bonus
Share)
Received by the Issuer
Fund Nil Nil Nil Nil Nil
received
against
bonus share
2 Mr. Niaz Sponsor & Received by the Directors
Ahmed Shareholder Dividend 1,063,713 - 737,665 268,242 243,856
(Cash)
Dividend - 4,426 13,412 12,193 13,064
(Bonus
Share)
Received by the Issuer
Fund - 4,426 13,412 12,193 13,064
received
against
bonus share
3 Mr. Sk. Sponsor & Received by the Directors
Salahuddin Shareholder Dividend 531,853 368,830 134,120 121,928
(Cash)
Dividend - 2,213 6,706 6,096 6,532
(Bonus
Share)
Received by the Issuer
Fund - 2,213 6,706 6,096 6,532
received
against
bonus share
4 Mrs. Habibun Sponsor & Received by the Directors
Nahar Shareholder Dividend 177,282 - 122,940 44,706 40,642
(Cash)
Dividend - 738 2235 2032 2177
(Bonus
Share)
Received by the Issuer
Fund - 738 2235 2032 2177
received
against
bonus share
5 Mrs. Nargis Sponsor Received by the Directors
Akhter Dividend Nil
(Cash)
Dividend Nil
(Bonus
Share)
Received by the Issuer

184
Fund Nil
received
against
bonus share
6 Mr. MD Azizul Sponsor & Received by the Directors
Hasan Shareholder Dividend 1,223,754 Nil Nil Nil Nil
(Cash)
Dividend - 5,092 Nil Nil Nil
(Bonus Share)
Received by the Issuer
Fund received - 5,092 Nil Nil Nil
against bonus
share
7 Mr. Amirul Sponsor Received by the Directors
Hasan Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share
8 Mr. Mohmmad Sponsor Received by the Directors
Nasir Uddin Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share
9 Mr. Jabed Alam Sponsor Received by the Directors
Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share
10 Dr. Abu Sayeed Sponsor Received by the Directors
M. Ahmed Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share
11 Mr. Anwar Sponsor Received by the Directors
Pasha Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share

185
12 Mr. Abdur Rab Sponsor Received by the Directors
Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share
13 Mr. KM Fazlul Sponsor Received by the Directors
Huda Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share
14 Mr. Md Sponsor Received by the Directors
Muzibur Board meeting Nil
Rahman fees
Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share
15 Mr. Md. Tofail Sponsor Received by the Directors
Ahmed Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share
16 Dr. Sajjad Sponsor Received by the Directors
Hossain Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share
17 Mr. Abdul Sponsor Received by the Directors
Mobin Dividend Nil
(Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share
18 Mr. Nadim Sponsor Received by the Directors
Dividend Nil

186
Ahmed Khan (Cash)
Dividend Nil
(Bonus Share)
Received by the Issuer
Fund received Nil
against bonus
share

(b) If any assets were acquired or to be acquired within next two financial years from the aforesaid persons, the
amount paid for such assets and the method used to determine the price shall be mentioned in the prospectus,
and if the assets were acquired by the said persons within five years prior to transfer those to the issuer, the
acquisition cost thereof paid by them.

The Company did not acquire or have planned to acquire any asset from its directors and subscribers to the memorandum.

187
Chapter – XIII

Ownership of the Company‟s Securities

188
(a) The names, addresses, BO ID Number of all shareholders of the Company before IPO, indicating the amount
of securities owned and the percentage of the securities represented by such ownership, in tabular form;

Sl. Name Of Shareholders Address BO ID Number Amount of Shareholding


securities owned % before IPO
1 Mr. Abu Bakar 18, K.D.A. Western Plaza, 1204020025900427 303,663 9.99%
Siddique Khulna
2 Mr. Md. Anowar House - 6, Road - 1, 1204290007759440 151,923 5.00%
Hossain Dhanmondi R/A, Dhaka.
3 Mrs. Shahida Anowar House - 6, Road - 1, 1204290004303650 151,923 5.00%
Dhanmondi R/A, Dhaka.
4 Mr. Md. Ashik Hossain House - 6, Road - 1, 1204290072207473 303,916 10.00%
Dhanmondi R/A, Dhaka.
5 Mr. Al- Haj House - 24, Road - 1, Zakir 1202090007773196 118,738 3.91%
Mohammad Yahya Hossain Road, Khulshi R/A,
Chittagong.
6 Mr. Shajeel Yahya House - 24, Road - 1, Zakir 120209007427492 9 43,870 1.44%
Hossain Road, Khulshi R/A,
Chittagong.
7 Mr. Taha Yahya House - 24, Road - 1, Zakir 1202090007773188 46,736 1.54%
Hossain Road, Khulshi R/A,
Chittagong.
8 Mr. Zhardi Yahya House - 24, Road - 1, Zakir 120209007427567 7 43,919 1.45%
Hossain Road, Khulshi R/A,
Chittagong.
9 Mr. Md. Rezaul Karim House - 46, Road - 1/A, Block - 1201510004138860 148,258 4.88%
I, Banani, Dhaka - 1213.
10 Ms. Shirin Akhter House - 46, Road - 1/A, Block - 1201510017460370 253,264 8.33%
I, Banani, Dhaka - 1213..
11 Ms. Nigar Sultana 43/A, South Lake, Road - 3/A, 1204290074753944 202,611 6.67%
Dhanmondi I/A, Jigatola,
Dhaka.
12 Mr. Niaz Ahmed House - 24, Road - 01, Block - I, 1204780062953821 151,959 5.00%
Banani, Dhaka -1213.
13 Ms. Israt Jahan House - 6, Road - 1, 1204290074334970 139,295 4.58%
Dhanmondi R/A, Dhaka.
14 Ms. Nusrat Jahan House - 6, Road - 1, 1204290020673745 139,295 4.58%
(Tania) Dhanmondi R/A, Dhaka.
15 Mr. M.G. Faruk House - 18, Road - 2, Sector-7, 1202550074516968 85,609 2.82%
Uttara, Dhaka.
16 Ms. Sk. Salahuddin Road - 7, House - 3, Gulshan- 1201530074534840 759,79 2.50%
1,Dhaka
17 Mr. Haseeb Ahmed House - 24, Road - 01, Block - I, 1204780073540070 49,952 1.64%
Banani, Dhaka -1213.
18 Mr. Azmat Niaz House - 24, Road - 01, Block - I, 1204780064599901 67,050 2.21%
Banani, Dhaka -1213.
19 Ms. Habibun Nahar 33, Munshi Para, 3rd Lane, 1206080074761273 25,326 0.83%
Khulna.
20 Ms.Sumaya Kamal Flat - 15-C/2, Baily Heights, 2- Yet to be open 15,904 0.52%
Chowdhury Nawratan Colony,New Baily after Nov 17,2022
Road, Dhaka.
21 Ms. Sharifa Khatun Flat - 15-C/2, Baily Heights, 2- 1204090074524907 9,422 0.31%
Nawratan Colony,New Baily
Road, Dhaka.
22 Mr.Md. Azizul Hasan 52, Sultan Ahmed Road, 1204290074334970 174,822 5.75%
Moulvi Para, Khulna.
23 Mr. Usama Sorwar Plot No. 405, 21 Nirala, Khulna 1201960074236961 230,727 7.59%
Sadar. Khulna.

189
24 Mr. Touseef Mashrurul House No.- 46, Road No.- 1/A, 1201510017303000 105,005 3.46%
Karim Block - I, Banani, Dhaka.
Total 3,039,166 100%

(b) There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number,
numbers of shares held including percentage, position held in other companies of all the directors before the
public issue;

Share Position Held in Other Companies

Experience

BO ID No.

ETIN No.
holdin

(Years)
No. of shares
Sl. Name of Directors Addresses Age g (%)
held Name of the Company Position
pre
issue
Dubai Bangladesh
Chairman
Cement Mills Ltd.
House -06,

1204290004303650
Ms.Shahida Road - 01, Dubai Bangla LP Gas

752755301318
Chairman
Anowar New Market, Ltd.
28 years

1 Chairman Dhanmondi, 151,923 5.00%


63
Dhaka. AG Textile Mills Ltd. Chairman

Ashik Shipping Lines


Executive
Pvt. Ltd. Director
1202550074516968

United Hospital Ltd. Sponsor


556347727340

House - 18,
Mr M. G. Faruk
25 years

Road - 2,
2 Director 66 85,609 2.82%
Sector-7,
Saltz Seafood
Uttara, Dhaka. Director
Restaurant
1204290074753944

43/A, South
366945233022

Lake, Road -
Ms. Nigar
29 years

3/A,
3. Sultana 43 202,611 6.67%
Dhanmondi Nil Nil
Director
I/A, Jigatola,
Dhaka.
1204290020673745

House -06,
144987724959

Ms Nusrat Jahan Road - 01, Dubai Bangladesh


18 years

(Tania) New Market, Cement Mills Ltd.


4. 38 139,295 4.58% Director
Director Dhanmondi,
Dhaka.

House -06,
1204290074334

274286134831

Road - 01, Dubai Bangladesh


Ms. Israt Jahan
28 years

New Market, Cement Mills Ltd.


970

5. Director 43 139,295 4.58% Director


Dhanmondi,
Dhaka.

190
AG Textile Mills Ltd.
Director

1204020025900427

619000305331
Mr. Md. Abu
30, Ahsan

28 years
Bakkar Siddique
6 Ahmed Road , 59 303,663 9.99% Nil Nil
Director
Khulna

Dubai Bangladesh

1204290072207473
Cement Mills Ltd.
House -06, Director

172509380358
Mr. Md. Ashik
Road - 01,

35 years
Hossain
7 New Market, 33 303,916 10.00%
Director Dubai Bangla LP Gas
Dhanmondi,
Ltd.
Dhaka. Director

Kohinoor Chemical
Director
1201510017460370

Co.(BD) Ltd
House - 46, 321724104133
Ms. Shirin Road - 1/A, Reedisha Spinning Ltd. Director
39 years

8 Akhter Block - I, 56 253,264 8.33%


Director Banani, Dhaka Reedisha Knitex Ltd. Director
- 1213.
Reedisha Tex-Stripe
Director
Ltd.
1204780064599901

768503333565

House No 24,
5 years

Mr. Azmat Niaz Road No. 1, Savoy Ice Cream


9 28 67,050 2.21% Director
Director Block-I, Banani, Factory Limited
Dhaka

House No: 1/1


Mr. AZM
755435748303

B-1 Bismillah
Shamsul Alam
38 years

Garden, Road
10 Independent 63 Nil Nil Nil Nil
-

No: K.M Das,


Director Wari, Dhaka-
1203
House No 23,
Road No. 01,
133405874926

Mr. S.A.M. Block-F,


40 years

Habibur Rahman Bonosree


11 Housing, 75 Nil Nil Nil Nil
-

Independent
Director Rampura,
Dhaka

191
(c) The average cost of acquisition of equity shares by the directors certified by the auditors;

Auditors' certificate regarding the average cost of acquisition of equity shares by the directors of
Islami Commercial Insurance Company Limited
This is to certify that the average cost of acquisition of equity shares by the directors of Islami Commercial Insurance
Company Limited is given below:
Sl Name Position Transfer/Allotment Total shareholding Total Average Consideratio
. amount cost of n
(Tk.) acquisitio
n (Tk.)
Date No. of @ Tk 100/- considering
shares each @ Tk 10/-
each
1 Mrs. Shahida Chairman 24-Feb-01 60,000 151,923 1,519,230 15,192,300 Cash
Anowar 24-Sep-11 45,000 10/- Bonus Share
30-Sep-12 21,000 10/- Bonus Share
20-Oct-13 25,200 10/- Bonus Share
11-Feb-15 30,240 10/- Bonus Share
24-Jan-16 36,288 10/- Bonus Share
3-Jan-17 26,127 10/- Bonus Share
18-Feb-18 24,386 10/- Bonus Share
28-Apr-19 26,824 10/- Bonus Share
2-Mar-20 -147,567 10/- Cash
27-Oct-20 4,425 10/- Bonus Share
2 Mr. Md. Abu Director 18-Oct-99 80,000 303,663 3,036,630 30,366,300 10/- Cash
Bakkar 24-Sep-11 60,000 10/- Bonus Share
Siddique 30-Sep-12 28,000 10/- Bonus Share
20-Oct-13 33,600 10/- Bonus Share
11-Feb-15 40,320 10/- Bonus Share
24-Jan-16 48,384 10/- Bonus Share
3-Jan-17 34,837 10/- Bonus Share
18-Feb-18 32,514 10/- Bonus Share
28-Apr-19 35,766 10/- Bonus Share
2-Mar-20 -98,603 10/- cash
27-Oct-20 8845 10/- Bonus Share
3 Mr. M.G. Director 18-Oct-99 40000 85,609 856,090 8,560,900 10/- Cash
Faruk 24-Sep-11 30,000 10/- Bonus Share
30-Sep-12 14,000 10/- Bonus Share
20-Oct-13 16,800 10/- Bonus Share
11-Feb-15 20,160 10/- Bonus Share
24-Jan-16 24,192 10/- Bonus Share
3-Jan-17 17,418 10/- Bonus Share
12-Jan-17 -30,000 10/- Cash
12-Jan-17 -30,000 10/- Cash
22-Feb-17 -10,080 10/- Cash
22-Feb-17 -10,080 10/- Cash
15-Nov-17 -6,000 10/- Cash
10-Dec-18 -10,000 10/- Cash
18-Feb-18 8,241 10/- Bonus Share
28-Apr-19 8,465 10/- Bonus Share
27-Oct-20 2,493 10/- Bonus Share
4 Mr. Md. Director 31-May-09 5,000 303,916 3,039,160 30,391,600 10/- Cash
Ashik 31-May-09 50,000 10/- Cash

192
Hossain 31-May-09 5,000 10/- Cash
24-Sep-11 45,000 10/- Bonus Share
30-Sep-12 21,000 10/- Bonus Share
20-Oct-13 25,200 10/- Bonus Share
11-Feb-15 30,240 10/- Bonus Share
24-Jan-16 36,288 10/- Bonus Share
3-Jan-17 26,127 10/- Bonus Share
18-Feb-18 24,385 10/- Bonus Share
28-Apr-19 26,824 10/- Bonus Share
27-Oct-20 8,852 10/- Bonus Share
5 Mrs Nigar Director 18-Oct-99 80,000 202,611 2,026,110 20,261,100 10/- Cash
Sultana 15-Sep-05 -50,000 10/- Cash
19-Nov-09 5,000 10/- Cash
19-Nov-09 5,000 10/- Cash
24-Sep-11 30,000 10/- Bonus Share
30-Sep-12 14,000 10/- Bonus Share
20-Oct-13 16,800 10/- Bonus Share
11-Feb-15 20,160 10/- Bonus Share
24-Jan-16 24,192 10/- Bonus Share
3-Jan-17 17,418 10/- Bonus Share
18-Feb-18 16,257 10/- Bonus Share
28-Apr-19 17,883 10/- Bonus Share
27-Oct-20 5,901 10/- Bonus Share
6 Mrs Shirin Director 15-Sep-05 50,000 253,264 2,532,640 25,326,400 10/- cash
Akhter 24-Sep-11 37,500 10/- Bonus Share
30-Sep-12 17,500 10/- Bonus Share
20-Oct-13 21,000 10/- Bonus Share
11-Feb-15 25,200 10/- Bonus Share
24-Jan-16 30,240 10/- Bonus Share
3-Jan-17 21,773 10/- Bonus Share
18-Feb-18 20,321 10/- Bonus Share
28-Apr-19 22,353 10/- Bonus Share
27-Oct-20 7,377 10/- Bonus Share
7 Mrs. Israt Director 12-Jan-03 5,000 139,295 1,392,950 13,929,500 10/- Cash
Jahan 12-Jan-03 5,000 10/- Cash
24-Sep-11 7,500 10/- Bonus Share
30-Sep-12 3,500 10/- Bonus Share
20-Oct-13 4,200 10/- Bonus Share
11-Feb-15 5,040 10/- Bonus Share
13-Aug-15 52,920 10/- Cash
24-Jan-16 16,632 10/- Bonus Share
3-Jan-17 11,975 10/- Bonus Share
18-Feb-18 11,177 10/- Bonus Share
28-Apr-19 12,294 10/- Bonus Share
27-Oct-20 4,057 10/- Bonus Share
8 Mrs. Nusrat Director 12-Jan-03 5,000 139,295 1,392,950 13,929,500 10/- Cash
Jahan (Tania) 12-Jan-03 5,000 10/- Cash
24-Sep-11 7,500 10/- Bonus Share
30-Sep-12 3,500 10/- Bonus Share
20-Oct-13 4,200 10/- Bonus Share
11-Feb-15 5,040 10/- Bonus Share
13-Aug-15 52,920 10/- Cash

193
24-Jan-16 16,632 10/- Bonus Share
3-Jan-17 11,975 10/- Bonus Share
18-Feb-18 11,177 10/- Bonus Share
28-Apr-19 12,294 10/- Bonus Share
27-Oct-20 4,057 10/- Bonus Share
9 Mr. Azmat Director 12-Jan-17 30,000 67,050 670,500 6,705,000 10/- Cash
Niaz 22-Feb-17 10,080 10/- Cash
15-Nov-17 6,000 10/- Cash
10-Dec-18 10,000 10/- Cash
18-Feb-18 4,008 10/- Bonus Share
28-Apr-19 5,009 10/- Bonus Share
27-Oct-20 1,953 10/- Bonus Share

Sd/-
AKM kamrul Islam FCA
Senior Partner
Enrollment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

194
d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer‟s sponsors or directors. In this connection, a
statement to be included:-

Date of Issue Price/


Cumulative % of pre % of post
Name with Allotment/ Considera Number of Face Acquisition Sources
Sl Nature of Issue Number of Issue paid Issue paid
Position Transfer of fully tion equity share Value Price/ Transfer of fund
equity share up capital up capital
paid-up shares Prices
- N/A In memorandum - 100 100 -
24-Feb-01 Cash Transfered from 20,000 100 100 20,000
24-Feb-01 Cash Transfered from 20,000 100 100 20,000
24-Feb-01 Cash Transfered from 10,000 100 100 10,000
24-Sep-11 Bonus 1st Allotment 37,500 100 100 37,500
30-Sep-12 Bonus 2nd Allotment 17,500 100 100 17,500
20-Oct-13 Bonus 3rd Allotment 21,000 100 100 21,000
11-Feb-15 Bonus 4th Allotment 25,200 100 100 25,200
Al-Haj 24-Jan-16 Bonus 5th Allotment 30,240 100 100 30,240
Mohammad 3.907% 2.344% Own
1 3-Jan-17 Bonus 6th Allotment 21,773 100 100 21,773
Yahya,
Shareholder Sub-Total 203,213 203,213
22-Feb-17 Cash Transfer to-1 (35,200) 100 100 (35,200)
22-Feb-17 Cash Transfer to -2 (37,500) 100 100 (37,500)
22-Feb-17 Cash Transfer to -3 (35,240) 100 100 (35,240)
Sub-Total
95,273 95,273
18-Feb-18 Bonus 7th Allotment 9,527 100 100 9,527
28-Apr-19 Bonus 8th Allotment 10,480 100 100 10,480
27-Oct-20 Bonus 9th allotment 3,458 100 100 3,458
Total 118,738
Considering FV Tk. 10 per share 1,187,380

- N/A In memorandum - -

Mr. Azmat 12-Jan-17 Cash Transfer from 30,000 100 100 30,000
2 Niaz, Director 22-Feb-17 Cash Transfer from 10,080 100 100 10,080 2.2062% 1.3237% Own
& Shareholder 15-Nov-17 Cash Transfer from 6,000 100 100 6,000
10-Dec-18 Cash Transfer from 10,000 100 100 10,000
195
18-Feb-18 Bonus 7th Allotment 4,008 100 100 4,008
28-Apr-19 Bonus 8th Allotment 5,009 100 100 5,009
27-Oct-20 Bonus 9th allotment 1,953 100 100 1,953
Total 67,050
Considering FV TK 10 per share 670,500

18-Oct-99 Cash In memorandum 40,000 100 100 40,000


24-Sep-11 Bonus 1st Allotment 30,000 100 100 30,000
30-Sep-12 Bonus 2nd Allotment 14,000 100 100 14,000
20-Oct-13 Bonus 3rd Allotment 16,800 100 100 16,800
11-Feb-15 Bonus 4th Allotment 20,160 100 100 20,160
24-Jan-16 Bonus 5th Allotment 24,192 100 100 24,192
3-Jan-17 Bonus 6th Allotment 17,418 100 100 17,418
Sub-Total 162,570
Mr. M.G. Faruk, 12-Jan-17 Cash Transfer-1 (30,000) 100 100 (30,000)
2.8169% 1.690% Own
3 Sponsor & 12-Jan-17 Cash Transfer-2 (30,000) 100 100 (30,000)
Director 22-Feb-17 Transfer-3
Cash (10,080) 100 100 (10,080)
22-Feb-17 Cash Transfer-4 (10,080) 100 100 (10,080)
15-Nov-17 Cash Transfer-5 (6,000) 100 100 (6,000)
10-Dec-18 Cash Transfer-6 (10,000) 100 100 (10,000)
Sub-Total 66,410
18-Feb-18 Bonus 7th Allotment 8,241 100 100 8,241
28-Apr-19 Bonus 8th Allotment 8,465 100 100 8,465
27-Oct-20 Bonus 9th allotment 2,493 100 100 2,493
Total 85,609

Considering FV TK 10 per share 856,090

18-Oct-99 Cash In memorandum 80,000 100 100 80,000


Mr. Md. Abu 24-Sep-11 Bonus 1st Allotment 60,000 100 100 60,000
Bakar Siddique,
4 30-Sep-12 Bonus 2nd Allotment 28,000 100 100 28,000 9.9917% 5.9950% Own
Sponsor &
Director 20-Oct-13 Bonus 3rd Allotment 33,600 100 100 33,600
11-Feb-15 Bonus 4th Allotment 40,320 100 100 40,320
196
24-Jan-16 Bonus 5th Allotment 48,384 100 100 48,384
3-Jan-17 Bonus 6th Allotment 34,837 100 100 34,837
18-Feb-18 Bonus 7th Allotment 32,514 100 100 32,514
28-Apr-19 Bonus 8th Allotment 35,766 100 100 35,766
2-Mar-20 Cash Transfer (98,603) 100 100 (98,603)
Sub-Total 294,818 294,818
27-Oct-20 Bonus 9th Allotment 8,845 100 100 8,845
Total 303,663
Considering FV TK 10 per share 3,036,630

24-Feb-01 Cash Transfer from 60,000 100 100 60,000


24-Sep-11 Bonus 1st Allotment 45,000 100 100 45,000
30-Sep-12 Bonus 2nd Allotment 21,000 100 100 21,000
20-Oct-13 Bonus 3rd Allotment 25,200 100 100 25,200
11-Feb-15 Bonus 4th Allotment 30,240 100 100 30,240
24-Jan-16 Bonus 5th Allotment 36,288 100 100 36,288
Mr. Anowar 3-Jan-17 6th Allotment 5.00% 3.00% own
Bonus 26,127 100 100 26,127
5 Hossain,
Shareholder 18-Feb-18 Bonus 7th Allotment 24,386 100 100 24,386
28-Apr-19 Bonus 8th Allotment 26,824 100 100 26,824
2-Mar-20 Cash Transfer-1 (71,127) 100 100 (71,127)
2-Mar-20 Cash Transfer-2 (76,440) 100 100 (76,440)
Sub-Total 147,498
27-Oct-20 Bonus 9th Allotment 4,425 100 100 4,425
Total 151,923
Considering FV Tk. 10 per Share 1,519,230

18-Oct-99 Cash In memorandum 30,000 100 100 30,000


24-Sep-11 Bonus 1st Allotment 22,500 100 100 22,500
Mr. Niaz 30-Sep-12 2nd Allotment
Bonus 10,500 100 100 10,500
6 Ahmed, 5.000% 3.00% Own
Sponsor 20-Oct-13 Bonus 3rd Allotment 12,600 100 100 12,600
11-Feb-15 Bonus 4th Allotment 15,120 100 100 15,120
24-Jan-16 Bonus 5th Allotment 18,144 100 100 18,144
197
3-Jan-17 Bonus 6th Allotment 13,064 100 100 13,064
18-Feb-18 Bonus 7th Allotment 12,193 100 100 12,193
28-Apr-19 Bonus 8th Allotment 13,412 100 100 13,412
27-Oct-20 Bonus 9th Allotment 4,426 100 100 4,426
Total 151,959
Considering FV Tk. 10 per share 1,519,590

Cash In memorandum - 100 100 -


22-Feb-17 Cash Transfer from 35,200 100 100 35,200
Mr. Shajeel 18-Feb-18 7th Allotment 100 100 1.443% 0.01 Own
Bonus 3,520 3,520
7 yahya,
Shareholder 28-Apr-19 Bonus 8th Allotment 3,872 100 100 3,872
27-Oct-20 Bonus 9th Allotment 1,278 100 100 1,278
Total 43,870
Considering FV Tk 10 Per Share 438,700

18-Oct-99 Cash In memorandum 15,000 100 100 15,000


24-Sep-11 Bonus 1st Allotment 11,250 100 100 11,250
30-Sep-12 Bonus 2nd Allotment 5,250 100 100 5,250
20-Oct-13 Bonus 3rd Allotment 6,300 100 100 6,300
11-Feb-15 Bonus 4th Allotment 7,560 100 100 7,560
Mr. Sk. 24-Jan-16 5th Allotment 2.50% 1.500% Own
Bonus 9,072 100 100 9,072
8 Salahuddin,
Sponsor 3-Jan-17 Bonus 6th Allotment 6,532 100 100 6,532
18-Feb-18 Bonus 7th Allotment 6,096 100 100 6,096
28-Apr-19 Bonus 8th Allotment 6,706 100 100 6,706
Sub-Total 73,766 73,766
27-Oct-20 Bonus 9th Allotment 2,213 100 2,213
Total 75,979
Considering FV Tk 10 per Share 759,790

Mr. Taha - Cash In memorandum - -


9 Yahya, 22-Feb-17 Cash Transfer from 37,500 100 100 37,500 1.54% 0.923% Own
Shareholder 18-Feb-18 7th Allotment 100 100
Cash 3,750 3,750
198
28-Apr-19 Cash 8th Allotment 4,125 100 100 4,125
Sub-Total 45,375 45,375
27-Oct-20 Cash 9th Allotment 1,361 100 100 1,361
Total 46,736
Considering FV Tk 10 per Share 467,360

- Cash In memorandum - - -
22-Feb-17 Cash Transfer from 35,240 100 100 35,240
18-Feb-18 Bonus 7th Allotment 3,524 100 100 3,524
Mr. Zhardi 1.45% 0.87% Own
10 yahya, 28-Apr-19 Bonus 8th Allotment 3,876 100 100 3,876
Shareholder
Sub-Total 42,640
27-Oct-20 Bonus 9th Allotment 1,279 100 100 1,279
Total 43,919
Considering FV Tk 10 per Share 439,190

- - In memorandum - - -
12-Jan-17 Cash Transfer from 30,000 100 100 30,000
22-Feb-17 Cash Transfer from 10,080 100 100 10,080
Mr.Haseeb 7th Allotment 100 100 1.64% 0.99% own
18-Feb-18 Bonus 4,008 4,008
11 Ahmed,
Shareholder 28-Apr-19 Bonus 8th Allotment 4,409 100 100 4,409
48,497 48,497
27-Oct-20 Bonus 9th Allotment 1,455 100 100 1,455
Total 49,952
Considering FV Tk 10 per Share 499,520

- - In memorandum - - - -
31-May-09 Cash Transfer from 5,000 100 100 5,000
Mr.Md.Ashik 31-May-09 Cash Transfer from 50,000 100 100 50,000
Hossain,
12 31-May-09 Cash Transfer from 5,000 100 100 5,000 10.00% 6.00% Own
Director &
Shareholder 24-Sep-11 Bonus 1st Allotment 45,000 100 100 45,000
30-Sep-12 Bonus 2nd Allotment 21,000 100 100 21,000
20-Oct-13 Bonus 3rd Allotment 25,200 100 100 25,200
199
11-Feb-15 Bonus 4th Allotment 30,240 100 100 30,240
24-Jan-16 Bonus 5th Allotment 36,288 100 100 36,288
3-Jan-17 Bonus 6th Allotment 26,127 100 100 26,127
18-Feb-18 Bonus 7th Allotment 24,385 100 100 24,385
28-Apr-19 Bonus 8th Allotment 26,824 100 100 26,824
27-Oct-20 Bonus 9th Allotment 8,852 100 100 8,852
Total 303,916
Considering FV Tk 10 per Share 3,039,160

- - In memorandum - - - -
24-Feb-01 Cash Transfer from 45,000 100 100 45,000
24-Feb-01 Cash Transfer from 5,000 100 100 5,000
24-Sep-11 Bonus 1st Allotment 37,500 100 100 37,500
30-Sep-12 Bonus 2nd Allotment 17,500 100 100 17,500
20-Oct-13 Bonus 3rd Allotment 21,000 100 100 21,000
11-Feb-15 Bonus 4th Allotment 25,200 100 100 25,200
Mr.Md.Rezaul 24-Jan-16 5th Allotment 30,240 100 100 30,240 4.88% 2.93% Own
Bonus
13 Karim,
3-Jan-17 Bonus 6th Allotment 21,773 100 100 21,773
Shareholder
18-Feb-18 Bonus 7th Allotment 20,321 100 100 20,321
28-Apr-19 Bonus 8th Allotment 22,353 100 100 22,353
Sub-Total 245,887 245,887
2-Mar-20 Cash Transfer to (101,947) 100 100 (101,947)
Sub-Total 143,940 143,940
27-Oct-20 Bonus 9th Allotment 4,318 100 100 4,318
Total 148,258
Considering FV Tk 10 per Share 1,482,582

18-Oct-99 Cash In memorandum 80,000 100 100 80,000


Mrs Nigar 15-Sep-05 Cash Transfer to (50,000) 100 100 (50,000)
Sultana, 5,000 100 100 5,000
14 16-Nov-09 Cash Transfer from 6.67% 4.00% Own
Director &
Shareholder 16-Nov-09 Cash Transfer from 5,000 100 100 5,000
24-Sep-11 Bonus 1st Allotment 30,000 100 100 30,000

200
30-Sep-12 Bonus 2nd Allotment 14,000 100 100 14,000
20-Oct-13 Bonus 3rd Allotment 16,800 100 100 16,800
11-Feb-15 Bonus 4th Allotment 20,160 100 100 20,160
24-Jan-16 Bonus 5th Allotment 24,192 100 100 24,192
3-Jan-17 Bonus 6th Allotment 17,418 100 100 17,418
18-Feb-18 Bonus 7th Allotment 16,257 100 100 16,257
28-Apr-19 Bonus 8th Allotment 17,883 100 100 17,883
27-Oct-20 Bonus 9th Allotment 5,901 100 100 5,901

Total 202,611
Considering FV Tk 10 per Share 2,026,110

- Cash In memorandum - 100 100 -


15-Sep-05 Cash Transfer from 50,000 100 100 50,000
24-Sep-11 Bonus 1st Allotment 37,500 100 100 37,500
30-Sep-12 Bonus 2nd Allotment 17,500 100 100 17,500
20-Oct-13 Bonus 3rd Allotment 21,000 100 100 21,000
Mrs Shirin 11-Feb-15 4th Allotment 100 8.33% 5.00% Own
Bonus 25,200 100 25,200
15 Akhter, Direcor
& Shareholder 24-Jan-16 Bonus 5th Allotment 30,240 100 100 30,240
3-Jan-17 Bonus 6th Allotment 21,773 100 100 21,773
18-Feb-18 Bonus 7th Allotment 20,321 100 100 20,321
28-Apr-19 Bonus 8th Allotment 22,353 100 100 22,353
27-Oct-20 Bonus 9th Allotment 7,377 100 100 7,377
Total 253,264
Considering FV Tk 10 per Share 2,532,640

18-Oct-99 Cash In memorandum 5,000 100 100 5,000


24-Sep-11 Bonus 1st Allotment 3,750 100 100 3,750
30-Sep-12 Bonus 2nd Allotment 1,750 100 100 1,750
Mrs. Habibun
16 20-Oct-13 Bonus 3rd Allotment 2,100 100 100 2,100 0.833% 0.500% Own
Nahar, Sponsor
11-Feb-15 Bonus 4th Allotment 2,520 100 100 2,520
24-Jan-16 Bonus 5th Allotment 3,024 100 100 3,024
3-Jan-17 Bonus 6th Allotment 2,177 100 100 2,177
201
18-Feb-18 Bonus 7th Allotment 2,032 100 100 2,032
28-Apr-19 Bonus 8th Allotment 2,235 100 100 2,235
27-Oct-20 Bonus 9th Allotment 738 100 100 738
Total 25,326
Considering FV Tk 10 per Share 253,260

- - In memorandum - - - -
12-Jan-03 Cash Transfer from 5,000 100 100 5,000
12-Jan-03 Cash Transfer from 5,000 100 100 5,000
24-Sep-11 Bonus 1st Allotment 7,500 100 100 7,500
30-Sep-12 Bonus 2nd Allotment 3,500 100 100 3,500
20-Oct-13 Bonus 3rd Allotment 4,200 100 100 4,200
Mrs. Israt 11-Feb-15 4th Allotment 4.58% 2.75% Own
Bonus 5,040 100 100 5,040
17 Jahan, Director
& Shareholder 13-Aug-15 Bonus Transfer from 52,920 100 100 52,920
24-Jan-16 Bonus 5th Allotment 16,632 100 100 16,632
3-Jan-17 Bonus 6th Allotment 11,975 100 100 11,975
18-Feb-18 Bonus 7th Allotment 11,177 100 100 11,177
28-Apr-19 Bonus 8th Allotment 12,294 100 100 12,294
27-Oct-20 Bonus 9th Allotment 4,057 100 100 4,057
Total 139,295
Considering FV Tk 10 per Share 1,392,950

- - In memorandum - - - -
12-Jan-03 Cash Transfer from 5,000 100 100 5,000
12-Jan-03 Cash Transfer from 5,000 100 100 5,000
24-Sep-11 Bonus 1st Allotment 7,500 100 100 7,500
Mrs. Nusrat
Jahan 30-Sep-12 Bonus 2nd Allotment 3,500 100 100 3,500
18 4.58% 2.75% Own
(Tania),Director 20-Oct-13 Bonus 3rd Allotment 4,200 100 100 4,200
& Shareholder
11-Feb-15 Bonus 4th Allotment 5,040 100 100 5,040
13-Aug-15 Bonus Transfer from 52,920 100 100 52,920
24-Jan-16 Bonus 5th Allotment 16,632 100 100 16,632
3-Jan-17 Bonus 6th Allotment 11,975 100 100 11,975
202
18-Feb-18 Bonus 7th Allotment 11,177 100 100 11,177
28-Apr-19 Bonus 8th Allotment 12,294 100 100 12,294
27-Oct-20 Bonus 9th Allotment 4,057 100 100 4,057
Total 139,295
Considering FV Tk 10 per Share 1,392,950

- - In memorandum - - - -
24-Feb-01 Cash Transfer from 0,000 100 100 60,000
24-Sep-11 Bonus 1st Allotment 45,000 100 100 45,000
30-Sep-12 Bonus 2nd Allotment 21,000 100 100 21,000
20-Oct-13 Bonus 3rd Allotment 25,200 100 100 25,200
11-Feb-15 Bonus 4th Allotment 30,240 100 100 30,240
Mrs. Shahida 24-Jan-16 Bonus 5th Allotment 36,288 100 100 36,288
Anowar, 5.00% 3.00% Own
19 3-Jan-17 Bonus 6th Allotment 26,127 100 100 26,127
Director &
Shareholder 18-Feb-18 Bonus 7th Allotment 24,386 100 100 24,386
28-Apr-19 Bonus 8th Allotment 26,824 100 100 26,824
Sub-Total 295,065 295,065

2-Mar-20 Cash Transfer (147,567) 100 100 (147,567)


147,498 147,498
Sub-Total
27-Oct-20 Bonus 9th Allotment 4,425 100 100 4,425

Total 151,923
Considering FV Tk 10 per Share 1,519,230

- - In memorandum - - - -
4-Aug-16 Cash Transfer from 6,750 100 100 6,750
Mrs. Sharifa 3-Jan-17 Bonus 6th Allotment 810 100 100 810
0.3100% 0.186% Own
20 Khatun, 18-Feb-18 Bonus 7th Allotment 756 100 100 756
Shareholder 28-Apr-19 8th Allotment 100 100
Bonus 832 832
27-Oct-20 Bonus 9th Allotment 274 100 100 274
Total 9,422
Considering FV Tk 10 per Share 94,220

203
- - In memorandum - - - -
4-Aug-16 Cash Transfer from 11,394 100 100 11,394
Mrs.Sumaiya 3-Jan-17 Bonus 6th Allotment 1,367 100 100 1,367
Kamal 0.523% 0.314% Own
21 18-Feb-18 Bonus 7th Allotment 1,276 100 100 1,276
Chowdhury,
Shareholder 28-Apr-19 Bonus 8th Allotment 1,404 100 100 1,404
27-Oct-20 Bonus 9th Allotment 463 100 100 463
Total 15,904
Considering FV Tk 10 per Share 159,040

18-Oct-99 Cash In memornadum 80,000 100 100 80,000


24-Feb-01 Cash Transfer to (20,000) 100 100 (20,000)
24-Feb-01 Cash Transfer to (60,000) 100 100 (60,000)
Mr. Md Azizul 5.75% 3.45% Own
22 2-Mar-20 Cash Transfer from 98,603 100 100 98,603
Hasan, Sponsor
24-Feb-01 Cash Transfer from 71,127 100 100 71,127
27-Oct-20 Bonus 9th Allotment 5,092 100 100 5,092
Total 174,822
Considering FV Tk 10 per Share 1,748,220

2-Mar-20 Cash Transfer from 224,007 100 100 100


Usama Sorwar, 7.592% 4.555% Own
23 27-Oct-20 Bonus 9th Allotment 6,720 100 100 100
Shareholder
Total 230,727
Considering FV Tk 10 per Share 2,307,270

Touseef 2-Mar-20 Cash transfer from 101,947 100 100 100


Mashrurul
24 27-Oct-20 Bonus 9th Allotment 3,058 100 100 100 3.46% 2.07% Own
Karim,
Shareholder Total 105,005
Considering FV Tk 10 per Share 1,050,050

204
(e) Detail of shares issued by the Company at a price lower than the issue price;

The Company did not issue any share at a price lower than the issue price before IPO.

(f) History of significant (5% or more) changes in ownership of securities from inception.

There were no significant (5% more) changes in ownership of securities from inception in the history of the Company.

205
Chapter – XIV

Corporate Governance

206
(a) A disclosure to the effect that the issuer has complied with the requirements of Corporate Governance
Guidelines of the Commission;
We would like to declare that we have complied with all the requirements of the applicable regulations of Corporate
Governance Code of Bangladesh Securities and Exchange Commission (BSEC) in respect of corporate governance including
constitution of the Board and committees thereof. The corporate governance framework is based on an effective independent
Board, separation of the Board‟s supervisory role from the executive management team and constitution of the Board
Committees, as required under applicable law.

Sd/-
Mir Nazim Uddin Ahmed
Chief Executive Officer
Islami Commercial Insurance Company
Date: April 17, 2022

(b) A compliance report of Corporate Governance requirements certified by competent authority;

Report to the Shareholders of


Islami Commercial Insurance Co. Limited
on Compliance on the Corporate Governance Code
We have examined the Compliance status to the Corporate Governance Code by Islami Commercial
Insurance Co. Limited for the year ended on December 31, 2020. This Code relates to the Notification
No. BSEC/CMRRCD/2006- 158/207/Admin/80 dated 03 June 2018 of the Bangladesh Securities and
Exchange Commission.

Such compliance with the Corporate Governance Code is the responsibility of the Company. Our
examination was limited to the procedures and implementation thereof as adopted by the Management
inensuring compliance to the conditions of the Corporate Governance Code.

This is a scrutiny and verification and an independent audit on compliance of the conditions of the
Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards
(BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) in so far as those
standards are not inconsistent with any condition of this Corporate Governance Code.

We state that we have obtained all the information and explanations, which we have required, and after
due scrutiny and verification thereof, we report that, in our opinion:

(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in
the above mentioned Corporate Governance Code issued by the Commission

(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards
(BSS) as adopted by the Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this
Code;

(c) Proper books and records have been kept by the company as required under the Companies Act,
1994, the securities laws and other relevant laws; and

(d) The Governance of the company is satisfactory.

Place : Dhaka For: Jasmin & Associates


Dated : April 17, 2022 Sd/-
Jasmin Akter, FCS
Chief Executive

207
Islami Commercial Insurance Company Limited
Compliance Report on BSEC's Notification
Status of compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission‟s notification No.
BSEC/CMRRCD/2006-158/207/Admin/80 Date: 3 June 2018.Issued under section 2CC of the Securities and Exchange
Ordinance 1969 is presented below:
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
Complied Not Complied
1 Board of Directors
1(1) Size of the Board of Directors: √
The total number of members of a Company‟s
Board of Directors (hereinafter referred to as
“Board”) shall not be less than 5 (five) and more
than 20 (twenty).
1(2) Independent Directors
1(2)(a) At least one-fifth (1/5) of the total number of √ According to Insurance
directors in the Company‟s Board shall be Act, 2010 Sec.76,
Independent Directors; any fraction shall be Maximum number of ID's
considered to the next integer or whole number shall be 2 (Two) in the
for calculating number of Independent insurance company
Director(s);
1(2)(b)(i) Who either does not hold any share in the √ Does not hold any share of
Company or holds less than one percent (1%) the Company
shares of the total paid-up shares of the Company;
1(2)(b)(ii) Who is not a sponsor of the Company or is not √
connected with the Company‟s any sponsor or
director or nominated director or shareholder of
the Company or any of its associates, sister
concerns, subsidiaries and parents or holding
entities who holds one percent (1%) or more
shares of the total paid-up shares of the Company
on the basis of family relationship and his or her
family also shall not hold above mentioned shares
in the Company.
1(2)(b)(iii) Who has not been an executive of the Company in √
immediately preceding 2 (two) financial years;
1(2)(b)(iv) Who does not have any other relationship, √
whether pecuniary or otherwise, with the
Company or its subsidiary or associated
Companies;
1(2)(b)(v) Who is not a member or TREC (Trading Right √
Entitlement Certificate) holder, director or officer
of any stock Exchange.
1(2)(b)(vi) Who is not a shareholder, director excepting √
independent director or officer of any member or
TREC holder of Stock Exchange or an
intermediary of the capital market;
1(2)(b)(vii) Who is not a partner or an executive or was not a √
partner or an executive during the preceding
3(three) years of the concerned Company‟s
statutory audit firm or audit firm engaged in
internal audit services or audit firm conducting
special audit or professional certifying compliance
of this Code;
1(2)(b)(viii Who is not independent director in more than √
) 5(five) listed companies;
1(2)(b)(ix) Who has not been convicted by a court of √

208
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
competent jurisdiction as a defaulter in payment
of any loan or any advance to a bank or a Non-
Bank financial Institution (NBFI); and
1(2)(b)(x) Who has not been convicted for a criminal offence √
involving moral turpitude;
1(2)(c) The independent director(s) shall be appointed by √
the Board and approved by the shareholders in
the Annual General Meeting (AGM);
1(2)(d) The post of independent director(s) cannot remain √ No vacancy occurred
vacant for more than 90 (ninety) days; and
1(2)(e) The tenure of office of an independent director √
shall be for a period of 3 (three) years, which may
be extended for 1(one) tenure only:
1(3) Qualification of Independent Director
1(3)(a) Independent director shall be a knowledgeable √
individual with integrity who is able to ensure
compliance with financial laws, regularity
requirements and corporate laws and can make
meaningful contribution to the business;
1(3)(b)(i) Business Leader who is or was a promoter or - N/A
director of an unlisted Company having
minimum paid-up-capital of Tk. 100.00 million or
any listed Company or a member of any national
or international chamber of commerce or business
association; or
1(3)(b)(ii) Corporate Leader who is or was a top level - N/A
executive not lower than Chief Executive Officer
or Managing Director or Deputy Managing
Director or Chief Financial Officer or Head of
Finance or Accounts or Company Secretary or
Head of Internal Audit and Compliance or Head
of Legal Service or a candidate with equivalent
position of an unlisted Company having
minimum paid-up-capital of Tk. 100.00 million or
of a listed Company; or
1(3)(b)(iii) Former official of government or statutory or √
autonomous or regulatory body in the position
not below 5th Grade of the national pay scale, who
has at least educational background of bachelor
degree in economics or commerce or business or
Law; or
1(3)(b)(iv) University Teacher who has educational
background in Economics or Commerce or N/A
Business Studies or Law; or
1(3)(b)(v) Professional who is or was an advocate practicing N/A
at least in the High Court Division of Bangladesh
Supreme Court or a Chartered Accountant or Cost
and Management Accountant or Chartered
Financial Analyst or Chartered Certified
Accountant or Certified Public Accountant or
Chartered Management Accountant or Chartered
Secretary or equivalent qualification;
1(3)(c) The independent director shall have at least 10 √
(ten) years of experiences in any field mentioned
in clause (b);
1(3)(d) In special cases, the above qualifications or - No such deviation occurred

209
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
experiences may be relaxed subject to prior
approval of the Commission.
1(4) Duality of Chairpersons of the Board of
Directors and Managing Director or Chief
Executive Officer:
1(4)(a) The positions of the Chairpersons of the Board √
and the Managing Director (MD) and /or Chief
Executive Officer (CEO) of the Company shall be
filled by different individuals;
1(4)(b) The Managing Director (MD) and / or Chief √
Executive Officer (CEO) of a listed Company shall
not hold the same position in another listed
Company;
1(4)(c) The Chairperson of the Board shall be elected √
from among the non-executive directors of the
Company;
1(4)(d) The Board shall clearly define respective roles and √
responsibilities of the Chairperson and the
Managing Director and / or Chief Executive
Officer;
1(4)(e) In the absence of the Chairperson of the Board, - No such event occurred
the remaining members may elect one of
themselves from non-executive directors as
Chairperson for that particular Board‟s meeting;
the reason of absence of the regular Chairperson
shall be duly recorded in the minutes.
1(5) The Directors‟ Report to Shareholders
1(5)(i) An industry outlook and possible future √
developments in the industry;
1(5)(ii) The segment-wise or product-wise performance; √

1(5)(iii) Risks and concerns including internal and √


external risk factors, threat to sustainability and
negative impact on environment, if any;
1(5)(iv) A discussion on Cost of Goods Sold, Gross Profit √
Margin and Net Profit Margin, where applicable;
1(5)(v) A discussion on continuity of any extraordinary - No such event occurred;
activities and their implications(gain or loss);
1(5)(vi) A detailed discussion on related party √
transactions along with a statement showing
amount, nature of related party, nature of
transactions and basis of transactions of all related
party transactions;
1(5)(vii) A statement of utilization of proceeds raised - N/A
through public issues, rights issues and / or any
other instruments;
1(5)(viii) An explanation if the financial results deteriorate - N/A
after the Company goes for initial Public
Offering(IPO), Repeat Public Offering (RPO),
Rights Share Offer, Direct Listing, etc;
1(5)(ix) An explanation on any significant variance that - No such event occurred;
occurs between Quarterly Financial performances
and Annual Financial Statements;

1(5)(x) A statement of remuneration paid to the directors √


including independent directors;
210
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
1(5)(xi) A statement that the financial statements √
prepared by the management of the issuer
Company present fairly its state of affairs, the
result of its operations, cash flows and changes in
equity;
1(5)(xii) A statement that proper books of account of the √
issuer Company have been maintained;
1(5)(xiii) A statement that appropriate accounting policies √
have been consistently applied in preparation of
the financial statements and that the accounting
estimates are based on reasonable and prudent
judgment;
1(5)(xiv) A statement that International Accounting √
Standards(IAS) or International Financial
Reporting Standards(IFRS), as applicable in
Bangladesh, have been followed in preparation of
the financial statements and any departure there
from has been adequately disclosed;
1(5)(xv) A statement that the system of internal control is √
sound in design and has been effectively
implemented and monitored;
1(5)(xvi) A statement that minority shareholders have been √
protected from abusive actions by, or in the
interest of, controlling shareholders acting either
directly or indirectly and have effective means of
redress;
1(5)(xvii) A statement that there is no significant doubt √
upon the issuer Company‟s ability to continue as
a going concern, if the issuer Company is not
considered to be a going concern, the fact along
with reasons there of shall be disclosed;
1(5)(xviii) An explanation that significant deviations from - No such deviation occurred
the last year‟s operating results of the issuer
Company shall be highlighted and the reasons
thereof shall be explained;
1(5)(xix) A statement where key operating and financial √
data of at least preceding 5(five) years shall be
summarized;
1(5)(xx) An explanation on the reasons if the issuer - The Company has declared
Company has not declared dividend (cash or Cash Dividend
stock) for the year;
1(5)(xxi) Board‟s statement to the effect that no bonus share N/A
or stock dividend has been or shall be declared as -
interim dividend;
1(5)(xxii) The total number of Board meeting held during √
the year and attendance by each director;
1(5)(xxiii) A report on the pattern of shareholding disclosing √
the aggregate number of shares(along with name-
wise details where stated below) held by:
1(5)(xxiii)( Parent or Subsidiary or Associated Companies - N/A
a) and other related parties(name-wise details);
1(5)(xxiii)( Directors, Chief Executive Officer, Company √
b) Secretary, Chief Financial Officer, Head of
Internal Audit and Compliance and their spouses
and minor children(name-wise details);
1(5)(xxiii)( Executives; and √

211
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
c)
1(5)(xxiii)( Shareholders holding ten percent (10%) or more √
d) voting interest in the Company (name-wise
details);
1(5)(xxiv) In case of the appointment or reappointment of a N/A
director, a disclosure on the following
information to the shareholders:
1(5)(xxiv)( A brief resume of the director; √
a)
1(5)(xxiv)( Nature of his/her expertise in specific functional √
b) areas; and
1(5)(xxiv)( Names of companies in which the person also √
c) holds the directorship and the membership of
committees of the Board;
1(5)(xxv) A Management‟s Discussion and Analysis signed
by CEO or MD presenting detailed analysis of the
Company‟s position and operations along with a
brief discussion of changes in the financial
statements, among others, focusing on:
1(5)(xxv)(a Accounting policies and estimation for √
) preparation of financial statements;
1(5)(xxv)( Changes in accounting policies and estimation, if - - N/A
b) any, clearly describing the effect on financial
performance or results and financial position as
well as cash flows in absolute figure for such
changes;
1(5)(xxv)(c Comparative analysis(including effects of √
) inflation) of financial performance or results and
financial position as well as cash flows for current
financial year with immediate preceding five
years explaining reasons thereof;
1(5)(xxv)( Compare such financial performance or results √
d) and financial position as well as cash flows with
the peer industry scenario;
1(5)(xxv)(e Briefly explain the financial and economic √
) scenario of the Country and the globe;
1(5)(xxv)(f Risks and concerns issues related to the financial √
) statements, explaining such risk and concerns
mitigation plan of the Company; and
1(5)(xxv)( Future plan or projection or forecast for √
g) Company‟s operation, performance and financial
position, with justification thereof, i.e., actual
position shall be explained to the shareholders in
the next AGM;
1(5)(xxvi) Declaration or certification by the CEO and the √
CFO to the Board as required under condition No.
3(3) shall be disclosed as per Annexure-A; and
1(5)(xxvii) The report as well as certificate regarding √
compliance of conditions of this Code as required
under condition No. 9 shall be disclosed as per
Annexure-B and Annexure-C.
1(6) Meetings of the Board of Directors
The Company shall conduct its Board Meetings √
and record the minutes of the meetings as well as
keep required books and records in line with the
provisions of the relevant Bangladesh Secretarial
212
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
Standards (BSS) as adopted by the Institute of
Chartered Secretaries of Bangladesh (ICSB) in so
far as those standards are not inconsistent with
any condition of this Code.
1(7) Code of Conduct for the Chairperson, other
Board members and Chief Executive Officer
1(7)(a) The Board shall lay down a code of conduct, N/A
based on the recommendation of the Nomination
and Remuneration Committee(NRC) at condition
No. 6, for the Chairperson of the Board, other
Board members and Chief Executive Officer of the
Company;
1(7)(b) The code of conduct as determined by the NRC N/A
shall be posted on the website of the Company
including, among others, prudent conduct and
behavior; confidentially; conflict of interest,
compliance with laws, rules and regulations;
prohibition of insider trading; relationship with
environment, employees, customers and
suppliers; and independency.
2 Governance of Board of Directors of Subsidiary ICICL does not have any subsidiary Company
Company:
2(a) Provisions relating to the composition of the N/A
Board of the holding Company shall be made
applicable to the composition of the Board of the
subsidiary Company;
2(b) At least 1 (one) independent director on the Board N/A
of the holding Company shall be a director on the
Board of the subsidiary Company;
2(c) The minutes of the Board meeting of the N/A
subsidiary Company shall be placed for review at
the following Board meeting of the holding
Company;
2(d) The minutes of the respective Board meeting of N/A
the holding Company shall state that they have
reviewed the affairs of the subsidiary Company
also;
2(e) The Audit Committee of the holding Company N/A
shall also review the financial statements, in
particular the investments made by the subsidiary
Company.
3 Managing Director (MD) or Chief Executive
Officer (CEO), Chief Financial Officer (CFO),
Head of Internal Audit and Compliance (HIAC)
and Company Secretary.-
3(1) Appointment
3(1)(a) The Board shall appoint a Managing Director √
(MD) or Chief Executive Officer (CEO), a
Company Secretary (CS), a Chief Financial Officer
(CFO), and a Head of Internal Audit and
Compliance (HIAC);
3(1)(b) The position of the managing Director (MD) or √
Chief Executive Officer (CEO), Company
Secretary (CS), Chief Financial Officer (CFO), and
Head of Internal Audit and Compliance (HIAC)
shall be filed by different individuals;

213
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
3(1)(c) The MD or CEO, CS, CFO and HIAC of a listed √
Company shall not hold any executive position in
any other Company at the same time;
3(1)(d) The Board shall clearly define respective roles, √
responsibilities and duties of the CFO, the HIAC
and the CS;
3(1)(e) The MD or CEO, CS, CFO and HIAC shall not be √
removed from their position without approval of
the Board as well as immediate dissemination to
the Commission and stock exchange(s).
3(2) Requirement to attend Board of Directors‟
Meetings
3(3)(a)(i) these statement do not contain any materially √
untrue statement or omit any material fact or
contain statements that might be misleading; and
3(3)(a)(ii) these statements together present a true and fair √
view of the Company‟s affairs and are in
compliance with existing accounting standards
and applicable laws;
3(3)(b) The MD or CEO and CFO shall also certify that √
there are, to the best of knowledge and belief, no
transactions entered into by the Company during
the year which are fraudulent, illegal or in
violation of the code of conduct for the
Company‟s Board or its members;
3(3)(c) The certification of the MD or CEO and CFO shall √
be disclosed in the Annual Report.
4 Board of Directors‟ Committee:
For ensuring good governance in the Company,
The Board shall have at least following sub –
committees:
4(i) Audit Committee; and √
4(ii) Nomination and Remuneration Committee. √
5 Audit Committee:
5(1) Responsibility to the Board of Directors
5(1)(a) The Company shall have an Audit Committee as √
a sub-committee of the Board;
5(1)(b) The Audit committee shall assist the Board in √
ensuring that the financial statements reflect true
and fair view of the state of affairs of the
Company and in ensuring a good monitoring
system within the business;
5(1)(c) The Audit Committee shall be responsible to the √
Board; the duties of the Audit Committee shall be
clearly set forth in writing.
5(2) Constitution of the Audit Committee
5(2)(a) The Audit Committee shall be composed of at √
least 3(three) members;
5(2)(b) The Board shall appoint members of the Audit √
Committee who shall be non-executive directors
of the Company excepting Chairpersons of the
Board and shall include at least 1(one)
independent director;
5(2)(c) All members of the audit committee should be √
“financially literate” and at least 1(one) member
shall have accounting or related financial
214
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
management background and 10 (ten) years of
such experience;
5(2)(d) When the term of service of any Committee √
member expires or there is any circumstance
causing any committee member to be unable to
hold office before expiration of the term of
service, thus making the number of the committee
members to be lower than the prescribed number
of 3(three) persons, the Board shall appoint the
new Committee member to fill up the vacancy
immediately or not later than 1(one) month from
the date of vacancy in the Committee to ensure
continuity of the performance of work of the
Audit Committee;
5(2)(e) The Company secretary shall act as the secretary √
of the Committee;
5(2)(f) The quorum of the Audit Committee meeting √
shall not constitute without at least 1(one)
independent director.
5(3) Chairperson of Audit Committee
5(3)(a) The Board shall select 1(one) member of the Audit √
Committee to be Chairperson of the Audit
Committee, who shall be an independent director;
5(3)(b) In the absence of the Chairperson of the Audit √ No such event occurred;
Committee, the remaining members may elect one
of themselves as Chairperson for that particular
meeting, in that case there shall be no problem of
constituting a quorum as required under
condition No. 5(4)(b) and the reason of absence of
the regular Chairperson shall be duly recorded in
the minutes.
5(3)(c) Chairperson of the Audit Committee shall remain √
present in the Annual General Meeting(AGM);

5(4) Meeting of the Audit Committee


5(4)(a) The Audit Committee shall conduct at least its √
four meetings in a financial year;
5(4)(b) The quorum of the meeting of the Audit √
Committee shall be constituted in presence of
either two members or two-third of the members
of the Audit Committee, whichever is higher,
where presence of an independent director is a
must.

5(5) Role of Audit Committee


The Audit Committee shall:
5(5)(a) Oversee the financial reporting process; √

5(5)(b) Monitor choice of accounting policies and √


principles;
5(5)(c) Monitor Internal Audit and Compliance process √
to ensure that it is adequately resourced,
including approval of the Internal Audit and
Compliance Plan and review of the Internal Audit
and Compliance Report;
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Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
5(5)(d) Oversee hiring and performance of external √
auditors;
5(5)(e) Hold meeting with the external or statutory √
auditors for review of the annual financial
statements before submission to the Board for
approval or adoption;
5(5)(f) Review along with the management, the annual √
financial statements before submission to the
Board for approval;
5(5)(g) Review along with the management, the quarterly √
and half yearly financial statements before
submission to the Board for approval;

5(5)(h) Review the adequacy of internal audit function; √


5(5)(i) Review the Management‟s Discussion and √
Analysis before disclosing in the Annual Report;
5(5)(j) Review statement of all related party transactions √
submitted by the management;
5(5)(k) Review Management Letters or Letter of Internal √
Control weakness issued by the statutory
auditors;
5(5)(l) Oversee the determination of audit fees based on √
scope and magnitude, level of expertise deployed
and time required for effective audit and evaluate
the performance of external auditors; and

5(5)(m) Oversee whether the proceeds raised through - N/A


Internal Public Offering (IPO) or Repeat Public
Offering(RPO) or Rights Share Offer have been
utilized as per the purpose stated in relevant offer
document or prospectus approved by the
Commission.

5(6) Reporting of the Audit Committee


5(6)(a)(i) The Audit Committee shall report on its activities √
to the Board.

5(6)(a)(ii)( Report on conflicts of interests; √ No such event occurred


a)
5(6)(a)(ii)( Suspected or presumed fraud or irregularity or √ No such event occurred
b) material defect identified in the internal audit and
compliance process or in the financial statements;
5(6)(a)(ii)( Suspected infringement of laws, regulatory √ No such event occurred
c) compliances including securities related laws,
rules and regulations; and

5(6)(a)(ii)( Any other matter which the Audit Committee √ No such event occurred
d) deems necessary shall be disclosed to the Board
immediately;

5(6)(b) Reporting to the Authorities

216
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
If the Audit Committee has reported to the Board √ No such event occurred
about anything which has material impact on the
financial condition and results of operation and
has discussed with the Board and the
management that any rectification is necessary
and if the Audit Committee finds that such
rectification has been unreasonable ignored, the
Audit Committee shall report such finding to the
Commission, upon reporting of such matters to
the Board for three times or completion of a
period 6(six) months from the date of first
reporting to the Board, whichever is earlier.

5(7) Reporting to the Shareholders and General


Investors
Report on activities carried out by the Audit √ To be disclosed accordingly
Committee, including any report made to the in the next annual report.
Board under condition No. 5(6)(a)(ii) above
during the year, shall be signed by the
Chairperson of the Audit Committee and
disclosed in the annual report of the issuer
Company.
6 Nomination and Remuneration Committee
(NRC):
6(1) Responsibility to the Board of Directors
6(1)(a) The Company shall have a Nomination and √
Remuneration Committee (NRC) as a sub-
committee of the Board;
6(1)(b) The NRC shall assist the Board in formulation of √
the nomination criteria or policy for determining
qualifications, positive attributes, experiences and
independence of directors and top level executive
as well as a policy for formal process of
considering remuneration of directors, top level
executive;
6(1)(c) The Terms of Reference (TOR) of the NRC shall be √
clearly set forth in writing covering the areas
stated at the condition No. 6(5) (b).

6(2) Constitution of NRC

6(2)(a) The Committee shall comprise of at least three √


members including an independent director;
6(2)(b) All members of the Committee shall be non- √
executive directors;
6(2)(c) Members of the Committee shall be nominated √
and appointed by the Board;
6(2)(d) The Board shall have authority to remove and √
appoint any member of the Committee;
6(2)(e) In case of death, resignation, disqualification, or √
removal of any member of the Committee or in
any other cases of vacancies, the board shall fill
the vacancy within 180(one hundred eighty) days
of occurring such vacancy in the Committee;

217
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
6(2)(f) The Chairperson of the Committee may appoint √
or co-opt any external expert and/ or member(s)
of staff to the Committee as advisor who shall be
non-voting member, if the Chairperson feels that
advice or suggestion from such external expert
and / or member(s) of staff shall be required or
valuable for the Committee;
6(2)(g) The Company secretary shall act as the secretary √
of the Committee;
6(2)(h) The quorum of the NRC meeting shall not √
constitute without attendance of at least an
independent director;
6(2)(i) No member of the NRC shall receive, either √
directly or indirectly, any remuneration for any
advisory or consultancy role or otherwise, other
than Director‟s fees or honorarium from the
Company.
6(3) Chairperson of the NRC
6(3)(a) The Board shall select 1 (one) member of the NRC √
to be Chairperson of the Committee, who shall be
an independent director;
6(3)(b) In the absence of the Chairperson of the NRC, the √
remaining members may elect one of themselves
as Chairperson for that particular meeting, the
reason of absence of the regular Chairperson shall
be duly recorded in the minutes;
6(3)(c) The Chairperson of the NRC shall attend the √
annual general meeting (AGM) to answer the
queries of the shareholders;
6(4) Meeting of NRC
6(4)(a) The NRC shall conduct at least one meeting in a √
financial year;
6(4)(b) The Chairperson of the NRC may convey any √
emergency meeting upon request by any member
of the NRC;
6(4)(c) The quorum of the meeting of the NRC shall be √
constituted in presence of either two members or
two third of the members of the Committee,
whichever is higher, where presence of an
independent director is must as required under
condition No. 6(2) (h);
6(4)(d) The proceedings of each meeting of the NRC shall √
duly be recorded in the minutes and such minutes
shall be confirmed in the next meeting of the
NRC.
6(5) Role of the NRC
6(5)(a) NRC shall be independent and responsible or √
accountable to the Board and to the shareholders;
6(5)(b) NRC shall oversee, among others, the following √
matters and make report with recommendation to
the Board:
6(5)(b)(i) Formulating the criteria for determining √
qualifications, positive attributes and
independence of a director and recommend a
policy to the Board, relating to the remuneration
of the directors, top level executive, considering
218
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
the following:
6(5)(b)(i)(a The level and composition of remuneration is √
) reasonable and sufficient to attract, retain and
motivate suitable directors to run the Company
successfully;
6(5)(b)(i)(b The relationship of remuneration to performance √
) is clear and meets appropriate performance
benchmarks; and
6(5)(b)(i)(c Remuneration to directors, top level executive √
) involves a balance between fixed and incentive
pay reflection short and long-term performance
objectives appropriate to the working of the
Company and its goal;
6(5)(b)(ii) Devising a policy on Board‟s diversity taking into √
consideration age, gender, experience, ethnicity,
educational background and nationality;
6(5)(b)(iii) Identification persons who are qualified to √
become directors and who may be appointed in
top level executive position in accordance with
the criteria laid down, and recommended their
appointment and removal to the Board;
6(5)(b)(iv) Formulating the criteria for evaluation of √
performance of independent directors and the
Board;
6(5)(b)(v) Identification the Company‟s needs for employees √
at different levels and determine their selection,
transfer or replacement and promotion criteria;
and
6(5)(b)(vi) Developing, recommending and reviewing √
annually the Company‟s human resource and
training policies;
6(5)(c) The Company shall disclose the nomination and √
remuneration police and the evaluation criteria
and activities of NRC during the year at a glance
in its annual report.
7 External or Statutory Auditors:
7(1) The issuer Company shall not engage its external √
or statutory auditors to perform the following
services of the Company, namely:
7(1)(i) Appraisal or valuation service or fairness √
opinions;
7(1)(ii) Financial information systems design and √
implementation;
7(1)(iii) Book-keeping or other services related to the √
accounting records or financial statements;
7(1)(iv) Broker-dealer services; √
7(1)(v) Actuarial services; √ No such event occurred.
7(1)(vi) Internal audit services or special audit services; √
7(1)(vii) Any services that the Audit Committee √
determines;
7(1)(viii) Audit or certification services on compliance of √
corporate governance as required under condition
No. 9(1); and
7(1)(ix) Any other service that creates conflicts of interest. √
*-7(2) No partner or employees of the external audit √

219
Compliance Status
Condition Remarks
Title (Put √ in the appropriate
No. (if any)
column)
firms shall possess any share of the Company
they audit at least during the tenure of their audit
assignment of that Company; his or her family
members also shall not hold any shares in the said
Company;
7(3) Representative of external or statutory auditors √
shall remain present in the Shareholders‟ Meeting
(Annual general Meeting or Extraordinary
General Meeting) to ensure the queries of the
shareholders.
8 Maintaining a website by the Company:
8(1) The Company shall have an official website √
linked with the website of the stock exchange.
8(2) The Company shall keep the website functional √
from the date of listing.
8(3) The Company shall make available the detailed √
disclosures on its website as required under the
listing regulations of the concerned stock
exchange(s).
9 Reporting and Compliance of Corporation
Governance:
9(1) The Company shall obtain a certificate from a √
practicing Professional Accountant or Secretary
(Chartered Accountant or Cost and Management
Accountant or Chartered Secretary) other than its
statutory auditors or audit firm on yearly basis
regarding compliance of conditions of Corporate
Governance Code of the Commission and shall
such certificate shall be disclosed in the Annual
Report.
The professional who will provide the certificate √
on compliance of this Corporate Governance
Code shall be appointed by the shareholders in
the annual general meeting.
9(3) The directors of the Company shall state, in √
accordance with the Annexure-C attached, in the
directors‟ report whether the Company has
complied with these condition or not.

220
(c) Details relating to the issuer's audit committee and remuneration committee, including the names of committee members
and a summary of the terms of reference under which the committees operate.

Issuer's Audit Committee


In accordance with the currently accepted Best Practice and Corporate Governance Code adopted by Bangladesh Securities and
Exchange Commission (BSEC), the Board appointed Audit Committee comprises of the following Non Executive and
Independent Directors of the Company:

Sl. Name of committee member Position in the Company Designation in the Committee
1 Mr. SM Habibur Rahman Independent Director Chairman
2 Mr. Md. Ashik Hossain Director Member
3 Mr. M.G. Faruk Director Member
4 Mrs. Nusrat Jajhan Tania Director Member
5 Mr. Md Akhteruzzaman Company Secretary Member Secretary

The Company established the Audit Committee on 30 September, 2021

Objective of the Audit Committee

The main objective of the Audit Committee is to assist the Board of Directors to effectively carry on its responsibilities relating to
financial and other relevant affairs of the Company. The Committee is empowered to monitor, review and examine the
following: ‐
(a) Oversee the financial reporting process;

(b) Monitor choice of accounting policies and principles;

(c) Monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including approval of
the Internal Audit and Compliance Plan and review of the Internal Audit and Compliance Report;

(d) Oversee hiring and performance of external auditors;

(e) Hold meeting with the external or statutory auditors for review of the annual financial statements before
submission to the Board for approval or adoption;

(f) Review along with the management, the annual financial statements before submission to the Board for
approval;

(g) Review along with the management, the quarterly and half yearly financial statements before submission to the
Board for approval;

(h) The adequacy of internal audit function;

(i) Review the Management‟s Discussion and Analysis before disclosing in the Annual Report;

(j) Review statement of all related party transactions submitted by the management;

(k) Review Management Letters or Letter of Internal Control weakness issued by statutory auditors;

(l) Oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and time
required for effective audit and evaluate the performance of external auditors; and

(m) Oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or
Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus
approved by the Commission: Provided that the management shall disclose to the Audit Committee about the
uses or applications of the proceeds by major category (capital expenditure, sales and marketing expenses,
working capital, etc.), on a quarterly basis, as a part of their quarterly declaration of financial results: Provided
further that on an annual basis, the company shall prepare a statement of the proceeds utilized for the purposes

221
other than those stated in the offer document or prospectus for publication in the Annual Report along with the
comments of the Audit Committee.

Terms of reference of Audit Committee

1.0 ABSTRACT

The Securities and Exchange Commission (hereinafter referred to as the “Commission”) deems it fit that the consent
already accorded by the Commission, or deemed to have been accorded by it, or to be accorded by it in future, to the
issue of capital by the companies listed with any stock exchange in Bangladesh, shall be subject to certain further
conditions i.e. Corporate Governance Code in order to enhance corporate governance in the interest of investors and
the capital market; in this regard Bangladesh Securities and Exchange Commission adopted through its notification
No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 which was Gazzetted on June 10 2018.

2.0 Formation of Audit Committee

Pursuant to the Corporate Governance Code as adopted by the Bangladesh Securities and Exchange Commission
through its notification No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 which was Gazzetted on
June 10 2018 the Board of Directors inits 137th meeting held on 22 June 2021directed the management to formation of
the Audit Committee to compliance the corporate governance code. Accordingly the management has been selected
members of the audit committee and written terms of reference subject to approval of the Board of Directors and the
shareholders.

3.0 Responsibility to the Board of Directors

(a) The company shall have an Audit Committee as a subcommittee of the Board;

(b) The Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the
state of affairs of the company and in ensuring a good monitoring system within the business;

(c) The Audit Committee shall be responsible to the Board; the duties of the Audit Committee shall be clearly set forth
in writing.

4.0 Constitution of the Audit Committee

(a) The Audit Committee shall be composed of at least 3 (three) members;

(b) The Board shall appoint members of the Audit Committee who shall be non-executive directors of the company
excepting Chairperson of the Board and shall include at least 1 (one) independent director;

(c) All members of the audit committee should be “financially literate” and at least 1 (one) member shall have
accounting or related financial management background and 10 (ten) years of such experience; Explanation:
The term “financially literate” means the ability to read and understand the financial statements like statement
of financial position, statement of comprehensive income, statement of changes in equity and cash flows
statement and a person will be considered to have accounting or related financial management expertise if he
or she possesses professional qualification or Accounting or Finance graduate with at least 10 (ten) years of
corporate management or professional experiences.

(d) When the term of service of any Committee member expires or there is any circumstance causing any Committee
member to be unable to hold office before expiration of the term of service, thus making the number of the
Committee members to be lower than the prescribed number of 3 (three) persons, the Board shall appoint the
new Committee member to fill up the vacancy immediately or not later than 1 (one) month from the date of
vacancy in the Committee to ensure continuity of the performance of work of the Audit Committee;

(e) The company secretary shall act as the secretary of the Committee;

(f) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

222
5.0 Chairperson of the Audit Committee

(a) The Board shall select 1 (one) member of the Audit Committee to be Chairperson of the Audit Committee,
who shall be an independent director;

(b) In the absence of the Chairperson of the Audit Committee, the remaining members may elect one of
themselves as Chairperson for that particular meeting, in that case there shall be no problem of constituting a
quorum as required under condition No. 5(4)(b) and the reason of absence of the regular Chairperson shall be
duly recorded in the minutes.

(c) Chairperson of the Audit Committee shall remain present in the Annual General Meeting (AGM):

Provided that in absence of Chairperson of the Audit Committee, any other member from the Audit
Committee shall be selected to be present in the annual general meeting (AGM) and reason for absence of the
Chairperson of the Audit Committee shall be recorded in the minutes of the AGM.

6.0 Meeting of the Audit Committee

(a) The Audit Committee shall conduct at least its four meetings in a financial year:

Provided that any emergency meeting in addition to regular meeting may be convened at the request of any one
of the members of the Committee;

(b) The quorum of the meeting of the Audit Committee shall be constituted in presence of either two members or
two-third of the members of the Audit Committee, whichever is higher, where presence of an independent
director is a must.

7.0 Role of Audit Committee

The Audit Committee shall:

(a) Oversee the financial reporting process;

(b) Monitor choice of accounting policies and principles;

(c) Monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including approval of
the Internal Audit and Compliance Plan and review of the Internal Audit and Compliance Report;

(d) Oversee hiring and performance of external auditors;

(e) Hold meeting with the external or statutory auditors for review of the annual financial statements before
submission to the Board for approval or adoption;

(f) Review along with the management, the annual financial statements before submission to the Board for
approval;

(g) Review along with the management, the quarterly and half yearly financial statements before submission to the
Board for approval;

(h) The adequacy of internal audit function;

(i) Review the Management‟s Discussion and Analysis before disclosing in the Annual Report;

(j) Review statement of all related party transactions submitted by the management;

(k) Review Management Letters or Letter of Internal Control weakness issued by statutory auditors;

223
(l) Oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and time
required for effective audit and evaluate the performance of external auditors; and

(m) Oversee whether the proceeds raised through Initial Public Offering (IPO) or Repeat Public Offering (RPO) or
Rights Share Offer have been utilized as per the purposes stated in relevant offer document or prospectus
approved by the Commission: Provided that the management shall disclose to the Audit Committee about the
uses or applications of the proceeds by major category (capital expenditure, sales and marketing expenses,
working capital, etc.), on a quarterly basis, as a part of their quarterly declaration of financial results: Provided
further that on an annual basis, the company shall prepare a statement of the proceeds utilized for the purposes
other than those stated in the offer document or prospectus for publication in the Annual Report along with the
comments of the Audit Committee.

8.0 Reporting of the Audit Committee

(a) Reporting to the Board of Directors

(i) The Audit Committee shall report on its activities to the Board.

(ii) The Audit Committee shall immediately report to the Board on the following findings, if any:

a) Report on conflicts of interests;

b) Suspected or presumed fraud or irregularity or material defect identified in the internal audit and
compliance process or in the financial statements;

c) Suspected infringement of laws, regulatory compliances including securities related laws, rules and
regulations; and

d) Any other matter which the Audit Committee deems necessary shall be disclosed to the Board
immediately;

(b) Reporting to the Authorities

If the Audit Committee has reported to the Board about anything which has material impact on the financial
condition and results of operation and has discussed with the Board and the management that any
rectification is necessary and if the Audit Committee finds that such rectification has been unreasonably
ignored, the Audit Committee shall report such finding to the Commission, upon reporting of such matters to
the Board for three times or completion of a period of 6 (six) months from the date of first reporting to the
Board, whichever is earlier.

(c) Reporting to the Shareholders and General Investors

Report on activities carried out by the Audit Committee, including any report made to the Board during the
year under condition No. 5(6)(a)(ii) of BSEC Gazette No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03
June, 2018, shall be signed by the Chairperson of the Audit Committee and disclosed in the annual report of
the issuer company.

224
Nomination and Remuneration Committee

The Nomination and Remuneration Committee consists of the following persons:

Sl. Name of committee member & position in the Company Designation in the Committee
1 Mr. AZM Shamsul Alam Chairman
2 Mrs. Nusrat Jahan Tania Member
3 Mr. Azmat Niaz Member
4 Mr. Md Akhteruzzaman Member Secretary

Objective of NRC

The Remuneration Committee shall be responsible for all elements of the wages/salary/remuneration of all the employees as
well as of the Board of Directors and the chairman of the Company, including pension rights and compensation (i.e. damages)
payments. Major responsibilities of the committee, among others, include:

 To determine the policy for the wages/salary ("the Policy") (including benefits, compensation and termination payments)
of the employees and ensure that the Report is put to Chairman for approval;
 To determine the policy for the remuneration ("the Policy") (including benefits, compensation and termination payments)
of the Chairman of the Board, officer, the Board of Directors of the Company and ensure that the Directors‟
Remuneration Report is put to shareholders for approval at the AGM;
 When setting the Policy for directors, review and have regard to pay and employment conditions across the Company or
group, especially when determining annual salary increases;
 To be aware of and oversee any major changes in Policy or employee benefit structures throughout the Company or
group;

Terms of Reference of NRC

1.0 ABSTRACT

The Securities and Exchange Commission (hereinafter referred to as the “Commission”) deems it fit that the consent
already accorded by the Commission, or deemed to have been accorded by it, or to be accorded by it in future, to the
issue of capital by the companies listed with any stock exchange in Bangladesh, shall be subject to certain further
conditions i.e. Corporate Governance Code in order to enhance corporate governance in the interest of investors and
the capital market; in this regard Bangladesh Securities and Exchange Commission adopted through its notification
No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 which was Gazzetted on June 10 2018.

2.0 Formation of NRC Committee

Pursuant to the Corporate Governance Code as adopted by the Bangladesh Securities and Exchange Commission
through its notification No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 which was Gazzetted on
June 10 2018 the Board of Directors inits 137th meeting held on 22 June 2021directed the management to formation of
the NRC Committee to compliance the corporate governance code. Accordingly the management has been selected
members of the NRC committee and written terms of reference subject to approval of the Board of Directors and the
shareholders.

3.0 Responsibility to the Board of Directors

(a) The company shall have a Nomination and Remuneration Committee (NRC) as a sub-committee of the Board;

(b) The NRC shall assist the Board in formulation of the nomination criteria or policy for determining
qualifications, positive attributes, experiences and independence of directors and top level executive as well as
a policy for formal process of considering remuneration of directors, top level executive;

(c) The Terms of Reference (TOR) of the NRC shall be clearly set forth in writing covering the areas stated at the
condition No. 6(5)(b)of BSEC Gazette No. BSEC/ CMRRCD/2006-158/207/Admin/80 dated 03 June, 2018.

225
4.0 Constitution of the NRC

(a) The Committee shall comprise of at least three members including an independent director;

(b) All members of the Committee shall be non-executive directors;

(c) Members of the Committee shall be nominated and appointed by the Board;

(d) The Board shall have authority to remove and appoint any member of the Committee;

(e) Case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases
of vacancies, the board shall fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy
in the Committee;

(f) The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to
the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion
from such external expert and/or member(s) of staff shall be required or valuable for the Committee;

(g) The company secretary shall act as the secretary of the Committee;

(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director;

(i) No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or
consultancy role or otherwise, other than Director‟s fees or honorarium from the company.

5.0 Chairperson of the NRC

(a) The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an
independent director;

(b) In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as
Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly
recorded in the minutes;

(c) The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the
shareholders:

Provided that in absence of Chairperson of the NRC, any other member from the NRC shall be selected to be
present in the annual general meeting (AGM) for answering the shareholder‟s queries and reason for absence
of the Chairperson of the NRC shall be recorded in the minutes of the AGM.

6.0 Meeting of the NRC

(a) The NRC shall conduct at least one meeting in a financial year;

(b) The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC;

(c) The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of
the members of the Committee, whichever is higher, where presence of an independent director is must as
required under condition No. 6(2)(h)of BSEC Gazette No. BSEC/ CMRRCD/2006-158/207/Admin/80 dated
03 June, 2018;

(d) The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be
confirmed in the next meeting of the NRC.

7.0 Role of the NRC

(a) NRC shall be independent and responsible or accountable to the Board and to the shareholders;

(b) NRC shall oversee, among others, the following matters and make report with recommendation to the Board:

226
(i) formulating the criteria for determining qualifications, positive attributes and independence of a director
and recommend a policy to the Board, relating to the remuneration of the directors, top level executive,
considering the following:

a) the level and composition of remuneration is reasonable and sufficient to attract, retain and
motivate suitable directors to run the company successfully;

b) the relationship of remuneration to performance is clear and meets appropriate performance


benchmarks; and

c) remuneration to directors, top level executive involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the company
and its goals;

(ii) devising a policy on Board‟s diversity taking into consideration age, gender, experience, ethnicity, educational
background and nationality;

(iii) identifying persons who are qualified to become directors and who may be appointed in top level executive
position in accordance with the criteria laid down, and recommend their appointment and removal to the
Board;

(iv) formulating the criteria for evaluation of performance of independent directors and the Board;

(v) identifying the company‟s needs for employees at different levels and determine their selection, transfer or
replacement and promotion criteria; and

(vi) developing, recommending and reviewing annually the company‟s human resources and training policies;

(c) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC
during the year at a glance in its annual report.

The Company established the NRC Committee on 30 September, 2021

227
Chapter –XV

Valuation Report of securities prepared by the Issue Manager

228
Valuation report of securities prepared by the issue manager
(Rules - 5(B) (14), Annexure - E)

(a) The valuation report of securities to be offered shall be prepared and justified by the issue manager on the basis of the
financial and all other information pertinent to the issue;

The valuation report of securities prepared and justified by the issue managers on the basis of the financial and all other
information pertaining to the issue.

(b) To prepare the valuation report, the issue manager may consider all qualitative and quantitative factors which shall be
explained in details with rationale to consider such factors, the valuation methods used, sources of information and
authenticity of such information;

The issue managers considered the following all qualitative and quantitative factors to prepare the valuation report:

Qualitative factors

Some of the qualitative factors that help differentiate ICICL from their competitors and enable them to compete successfully in
the industry are as follows:
 Experienced Directors backed by professional management team
 Favorable government policies for insurance sector
 No default history in past
 Profitability track record
 Good track record for claim settlement
 Operational efficiency
Quantitative factors
Information presented in this prospectus are derived from audited financial statements for the year ended:
a. 31 December 2021,
b. 31 December 2020,
c. 31 December 2019,
d. 31 December 2018,
e. 31 December 2017
as prepared in accordance with BAS and BFRS.
Quantitative factors are as follows:
 Net Asset Value (NAV) per share as on 31 December 2021 has been considered
 Earnings based value per share based on last 5 years, i.e., the year ended on 31 December 2021, 2020, 2019, 2018 & 2017
weighted average net profit after tax has been considered
 Lower of last 03 months sector PE and last 03 months Market PE is considered for determining earning based value per share
 Last one year average closing price of similar stock has been considered.
Valuation methods used
We have considered the following methods to determine the share price of Islami Commercial Insurance Company Limited:
Sl. Methods used Sources of information Authenticity
1 Net Asset Value (NAV) per share at Audited financial statements as The information is given in the
historical cost and current cost basis on 31 December 2021 audited accounts has been
2 Earnings based value per share based on Audited financial statements as authenticated by the Board of
weighted average EPS of last five years, i.e., on 31 December 2021, 2020, 2019, Directors and subsequently by the
the year ended on 31 December 2021, 2020, 2018 & 2017 auditors
2019, 2018 & 2017
3 Average market price per share of similar Website of Dhaka Stock The information disseminated in the
stock for the last one year Exchnage Limited website has duly authenticated by the
[www.dsebd.org] management of DSE.
(c) While preparing the valuation report, the issue manager shall avoid exaggeration and biasness and shall exercise
independence and due diligence;
The Issue managers avoided exaggeration and biasness and exercised independence and due diligence in preparing valuation
report.The valuation report of securities shall be prepared on the basis of the financial and all other information pertaining to the
issue.

229
(d) The issue manager(s) shall, among others, consider the following methods for valuation of the securities:
The following table illustrates the calculation of fair value of Islami commercial Insurance Company Limited under different
methods:
Summary of valuation:
Sl. Method used BDT
Net Asset Value (NAV) per share with revaluation reserve 20.96
Method-1
Net Asset Value (NAV) per share without revaluation reserve 17.48
Method-2 Earning-based-value per share (considering average market P/E) 19.12
Method-3 Average market price per share of similar stock for the last one year 59.15

Justification of the valuation of share price of Islami Commercial Insurance Company


Method-1 :

A.Net Asset Value (NAV) per share with revaluation reserve


Audited financial statements
As on 31 December 2021
Sl. Particulars Amount (Taka)
A. Share capital 303,916,600
B. Reserve for Exceptional Losses 152,049,754
C. Profit and Loss appropriation account 35,317,055
D. Revaluation reserve 105,604,768
E Reserve for investment fluctuation fund 40,103,978
F. Total shareholders' equity as on 31 December 2021 (A+B+C+D+E) 636,992,155
G. Number of shares outstanding as on 31 December 2021 30,391,660
Net Asset Value (NAV) per share with revaluation reserve as on 31 December 2021
H. (F/G) 20.96

B.Net Asset Value (NAV) per share without revaluation reserve

Audited Financial Statements


As on 31 December 2021
Sl Particulars Amount (Taka)
A. Share capital 303,916,600
B. Reserve for Exceptional Losses 152,049,754
C. Profit and Loss appropriation account 35,317,055
D. Reserve for investment fluctuation fund 40,103,978
E. Total shareholders' equity as on 31 December 2021 (A+B+C+D) 531,387,387
F. Number of shares outstanding as on 31 December 2021 30,391,660
G. Net Asset Value (NAV) per share with revaluation reserve as on 31 December 2021
(E/F) 17.48

Method 2- Earnings based value per share


Weighted Net
Financial year No. of outstanding shares Weight (%) Net Profit After Tax Profit After Tax
31-Dec-17 268,240,80 18% 52,327,777 9,573,326
31-Dec-18 295,064,80 20% 5,409,266 1,088,583
31-Dec-19 295,064,80 20% 33,767,044 6,795,418
31-Dec-20 30,391,660 21% 31,253,153 6,478,194
31-Dec-21 30,391,660 21% 55,372,975 11,477,783
Total 146,620,360 100.00% 35,413,304

230
a. Weighted Net Profit After Tax 35,413,304
b. Number of shares as on 31 December 2021 30,391,660
c. Weighted average earnings per share (a/b) 1.17
d.Considering P/E [Lower of market P/E and Sector P/E] 16.34
e.Earnings based value per share (Tk.) (c*d) 19.12

Consideration of Price Earnings Ratio


Reference Dec -21 Jan-22 Feb-22 Average
Average sector PE for the last 3 months (December-21 to February-22) 28.13 26.66 24.87 26.55
Average market PE for the last 3 months (December-21 to February-22) 16.29 16.58 16.15 16.34
Source: website of Dhaka Stock Exchange Limited (www.dsebd.org) and Monthly review of DSE

Method-3: Average market price per share of similar stock for the last one year

Month end average closing price


Sl Months Takaful Islami Insurance Northern General Insurance Islami Insurance Company
Company Limited Company Limited Limited
1 March 2022 71.85 49.5 54
2 February 2022 71.9 50.05 59.85
3 January 2022 59.3 52.1 64
4 December 2021 53.85 50.1 63.55
5 November 2021 54.55 51.4 65.5
6 October 2021 54.7 52.95 65.7
7 September 2021 59.85 59.85 72.15
8 August 2021 56.9 58.4 59.3
9 July 2021 57.6 60.35 59.35
10 June 2021 60.4 62.9 62.45
11 May 2021 57.85 54.65 58
12 April 2021 44.3 37.35 43.15
Average Price 58.58 58.3 60.58
Avergae Price of above three 59.15

Basis of Consideration:

1. Only listed islami shariah based general insurance company has been considered
2. We consider only 03 insurance Company as conservative approach

Conclusion:

From the above analysis, we can state that the fair value of Islami commercial Insurance Company Limited under different
method seems to be reasonable and fair. Considering all qualitative and quantitative factors along with industry and market of
Insurance industry, past track record of performance and future growth prospective of the issuer, we assume that the valuation
of share price of Islami commercial Insurance Company Limited is justified and shall be reasonable to the investors.

Sd/- Sd/- Sd/-


Md. Rezaul Haque Asit Kumar Chakravorty Md. Khurshid Alam
Managing Director Chief Executive Officer Chief Executive Officer
Prime Finance Capital Management ICB Capital Management Limited EC Securities Limited
Limited Date: 10 April 2022 Date: 10 April 2022
Date: 10 April 2022 .

231
Chapter – XVI

Debt Securities

232
(a) The terms and conditions of any debt securities that the issuer company may have issued or is planning to
issue within next six months, including their date of redemption or conversion, conversion or redemption
features and sinking fund requirements, rate of interest payable, Yield to Maturity, encumbrance of any assets
of the issuer against such securities and any other rights the holders of such securities may have;

The Company has not issued or is planning to issue any debt securities within six months.

(b) All other material provisions giving or limiting the rights of holders of each class of debt securities
outstanding or being offered, for example subordination provisions, limitations on the declaration of dividends,
restrictions on the issuance of additional debt or maintenance of asset ratios;

The Company has not issued or is planning to issue any debt securities within six months.

(c) Name of the trustee(s) designated by the indenture for each class of debt securities outstanding or being
offered and describe the circumstances under which the trustee must act on behalf of the debt holders;

The Company has not issued or is planning to issue any debt securities within six months. Therefore, there are no such trustees
for this issue.

(d) Repayment or redemption or conversion status of such securities.

The Company has not issued or is planning to issue any debt securities within six months. Therefore, there are no such
repayments or redemption or conversion status of securities.such

233
Chapter – XVII

Parties involved and their responsibilities

234
Parties involved and their responsibilities, as applicable:

Sl. Category Name of parties Key Responsibilities


1. Prime Finance Capital Management Limited The Issue Managers will assist the Issuer
2. ICB Capital Management Limited in managing the proposed public issue of
(a) Issue Manager(s); 3. EC Securities Limited shares under purview of the Bangladesh
Securities and Exchange Commission
(Public Issue) Rules, 2015
1. Asian Tiger Capital Partners Bangladesh Limited
2. EC Securities Limited
3. GSP Investment Limited
4. Green Delta Capital Limited
5. ICB Capital Management Limited In case of under-subscription in any
Underwriters; 6. IIDFC Capital Limited category by up to 35% in an initial public
(b) 7. Islami bank Capital Management Limited offer, the unsubscribed portion of
8. LankaBangla Investment Limited securities shall be taken up by the
9. Prime Finance Capital Management Limited underwriter on firm commitment basis.
10. SBL Capital Management Limited
11. Shanta Equity Limited
12. Southeast Bank Capital Market Services Limited
13. UniCap InvestmentLimited
To express an opinion on the financial
statements based on their audit. Auditor
Statutory
(c) Islam Aftab kamrul & Co. Chartered Accountants will conduct the audit in accordance with
Auditors;
Bangladesh Standards on Auditing and
related laws and regulations.
(d) Cost Auditor; Not applicable for the Company.
The Valuer shall provide a report and
fairness opinion which shall form integral
part of the valuation report. In their
report, the international valuation
standards (IVS) and that they have
(e) Valuer; A. Hoque & Co. Chartered Accountants
maintained the fundamental principal of
ethical conduct namely integrity,
objectivity, competence, confediantility
and professional behavior regarding the
valuation.
The credit rating Company is responsible
Credit rating
Emerging Credit Rating Limited for conducting the rating regarding
(f) Company.
creditworthiness of The Company in short
term and long term.
The Company has complied with the
conditions of the Corporate Governance
Code as stipulated in the Corporate
Corporate
Governance Code issued by the
Governance
(g) Jesmin & Associates Commission. The Auditor provide a
Compliance
report in this respect regarding
Auditor
compliance status by the Company of the
above mentioned Corporate Governance
Code.

235
Chapter–XVIII

Material contracts

236
(a) Major agreements entered into by the issuer;

The following are material contracts have been entered into by the Company:

a) Issue Management agreement between the Company and Prime Finance Capital Management Limited, ICB Capital
Management Limited and EC Securities Limited
b) Underwriting agreement between the Company and with the following underwriters:

1. Asian Tiger Capital Partners Bangladesh Limited


2. EC Securities Limited
3. GSP Investment Limited
4. Green Delta Capital Limited
5. ICB Capital Management Limited
6. IIDFC Capital Limited
7. Islami Bank Capital Management Limited
8. LankaBangla Investment Limited
9. Prime Finance Capital Management Limited
10. SBL Capital Management Limited
11. Shanta Equity Limited
12. Southeast Bank Capital Market Services Limited
13. Unicap Investment Limited

(b) Material parts of the agreements;

Material part of the agreement with Issue Manager

Contract Material parts of the agreements


Signing Date 5 April 2022
This Agreement shall be valid until completion of subscription of shares and
Tenure unless this Agreement is extended or earlier terminated in accordance with the
terms of this Agreement.

Regulatory compliance

Issue Management 1) Collect all necessary documents/information from the ISSUER as


Agreement with required by the Bangladesh Securities and Exchange Commission
(Public Issue Rules) 2015;

2) File application to the Bangladesh Securities and Exchange Commission


(BSEC) for raising of paid-up capital from general public through
1.Prime Finance
PUBLIC ISSUE;
Capital Management
Limited 3) Prepare information memorandum, prospectus, determining public
Principal Terms and offering amount, formulate and redesigning the capital structure for
2. ICB Capital meeting up funding requirement of the ISSUER;
Condition
Management
Limited 4) File the BSEC approved prospectus with Registrar of Joint Stock
Companies and Firms (RJSC).
3.EC Securities
LImited 5) Submit the draft Prospectus to the Bangladesh Securities and
Exchange Commission (SEC) Dhaka Stock Exchange (DSE) and
Chittagong Stock Exchange (CSE);

6) Liaison with the BSEC, DSE and CSE to co-operate the ISSUER for
complying with the regulatory queries;

7) Incorporate modification as suggested by BSEC;

8) Obtain approval from the BSEC within the stipulated time;


237
9) Prepare all necessary papers and deeds for submission to the BSEC
for making the PUBLIC ISSUE effective;

10) Any other services as required to fulfill the requirement of public


issue of shares;

Underwriting
1) Selection of Underwriters to the issue in consultation with the
ISSUER;

2) Selection and Co-ordination with the Bankers to the Issue;

3) Preparation of Information Memorandum for the Underwriters;

4) Documentation/preparation of underwriting agreements etc.

Subscription
1) Selection of Banker to the Issue in consultation with the ISSUER;

2) Distribution of prospectus and application forms to Bankers to the


Issue and members of the DSE and the CSE;

3) Filing of prospectus of Registrar, Joint Stock Companies and Firms


(RJSC);

4) Sales promotion.

Listing
1) Filing of application for listing with Dhaka Stock Exchange Ltd.
(DSE) and Chittagong Stock Exchange Ltd. (CSE);

2) Documentation for listing.

Covenants of the Issuer


1) Without prejudice, ISSUER hereby declares that it agrees to comply
with all statutory formalities under the Companies Act 1994,
guidelines issued by Bangladesh Securities and Exchange
Commission and other relevant laws.

2) ISSUER undertakes and declares that all information that will be


made available to the ISSUE MANAGER as per requirement shall
be full and true. It would not give any statement, which is likely to
mislead the investors.

Covenants of the Issue Manager


Without prejudice to other stipulations related to the responsibility
of the ISSUE MANAGER, it is the responsibility of the ISSUE
MANAGER towards the COMPANY for strict compliance of this
agreement and to comply with all terms therein.

This agreement may be terminated by:


Termination of
Agreement 1) Mutual written agreement
2) By either party upon service of three months notice
3) As soon as the Company is listed with the stock Exchange(s)

238
Material part of the agreement with underwriters

Material parts of the agreements


Contract

Signing Date 6 April 2022


This Agreement shall be valid until completion of subscription of
Tenure shares and unless this Agreement is extended or earlier terminated
in accordance with the terms of this Agreement

j.a In case of under-subscription in any category by up to 35%


in an initial public offer, the unsubscribed portion of
securities shall be taken up by the underwriter.

j.b If and to the extent that the shares are 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 of
subscription, the Company shall within 10 (Ten) days of the
closure of subscription call upon the underwriter in writing
Underwriting with a copy of the said writing to the Bangladesh Securities
Agreement with
and Exchange Commission, to subscribe or procure
subscriber to subscribe the shares not subscribed within the
1.Asian Tiger Capital Partners closing date and to pay for in cash in full, inclusive of any
Bangladesh Limited premium if applicable, for such unsubscribed shares within
2. EC Securities Limited 15 (Fifteen) days after being called upon to do so. The
3. GSP Investment Limited received amount shall be credited in the share subscription
4. Green Delta Capital Limited account of the Company within the said period. If payment
5. ICB Capital Management Limited
is made by Cheque/Bank Draft by the underwriter it will be
6. IIDFC Capital Limited
7. Islami Bank Capital Management deemed that the underwriter has not fulfilled his obligation
Limited Principal Terms towards the underwriting commitment under this
8. LankaBangla Investment Limited and Condition Agreement, until such time as the Cheque/Bank Draft has
9. Prime Finance Capital Management been encashed and the Company‟s share subscription
Limited account credited. In any case within
10. SBL Capital Management Limited 7 (seven) days after the expiry of the aforesaid 15(fifteen)
11. Shanta Equity Limited
days, the Company shall send proof of subscription and
12. Southeast Bank Capital Market
Services Limited payment by the underwriter to the Commission.
13. UniCap Investment Limited
j.c The Underwriter shall underwrite on a firm commitment
basis

j.d The IPO shall stand cancelled and the application money
shall be refunded immediately (but not later than 5 (five)
weeks from the date of subscription closure), if any of the
following events occur:

 Upon closing of subscription it is found that the total


number of the valid application (in case of under
subscription including the number of the
underwriters) is less than the minimum requirement
as specified in the listing regulation of the concerned
Stock Exchange(s).

 At least 65% of the IPO is not subscribed.

239
Termination of The rights and responsibilities of either party shall terminate in the
Agreement event offull subscription of the public offering of shares.

(c) Fees payable to different parties.

Issue management fee


Prime Finance Capital Management Limited, ICB Capital Management Limited and EC Securities Limited is the Issue Managers.
The Issue Management fee is BDT 10,00,000 (Ten lac) only which shall be distributed as follows:

Sl Name of Issue Manager Fee (Amount in Taka)


1 Prime Finance Cpaital Management Limited 550,000/-
2 ICB Capital Management Limited 350,000/-
3 EC Securities Limited 100,000/-

Underwriting fee
The underwriter shall get 0.50% on the 35% of public offer amount as underwriting fee.

240
Chapter – XIX

Outstanding Litigations, Fine or Penalty

241
(a) The following litigations including outstanding litigations against the issuer or any of its directors and fine
or penalty imposed by any authority;

The issuer or any of its directors was not involved in any of the following type of legal proceedings mentioned except below :

(i) Litigation involving Civil Laws;


No cases were filed againstthe Company or any of its Directors

(ii) Litigation involving Criminal Laws;


No cases were filed againstthe Company or any of its Directors

(iii) Litigation involving Securities, Finance and Economic Laws;


No cases were filed againstthe Company or any of its Directors

(iv) Litigation involving Labor Laws;


No cases were filed againstthe Company or any of its Directors

(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties);
No cases were filed againstthe Company or any of its Directors

(vi) Litigation involving any other Laws.


No cases were filed againstthe Company or any of its Directors.

(b) Cases including outstanding litigations filed by the Company or any of its directors:

Except following, there were no cases including outstanding litigation were filled by the Company or any of its directors:

(i) Litigation involving Civil Laws;


No cases filed by the Company or any of its Directors

(ii) Litigation involving Criminal Laws;


No cases filed by the Company or any of its Directors

(iii) Litigation involving Securities, Finance and Economic Laws;


No cases filed by the Company or any of its Directors

(iv) Litigation involving Labor Laws;


No cases filed by the Company or any of its Directors

(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties);
No cases filed by the Company or any of its Directors except bellow:

242
Income Tax:
Remarks
Assessment Year

 Tax return submitted by ICIL


- The Company submitted return as on 27/08/2015
 Correspondence from Tax authority
-Assessment completed by NBR on 11/6/2018
 Dispute against ICIL and Tax Authority
 -Tax authority demanded BDT 19,368,001 including BDT 2,085,163 as interest.
 Court of Appeal
-The Company as on 27/11/2019 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 28/01/2020 and the company applied to Tax
Appellate Tribunal on 16/03/2020 against Appellate Commissioner of Taxes decision
which was disposed off on 15/07/2020. After that, The Company filled writ petion against
2015-2016 appellate tribunal to Honarable High Court 4/1/2021.

 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal
Updated status
-The company paid total Tk. 2,52,51,611 out of which Tk. 20,813,611 at the time of
submission, Tk 19,38,000 at the time of tribunal and Tk. 25,00,000 at the time of submission of
writ petition against total assessed tax Tk. 40,181,612. The deceision is pending for high cour
deceision

VAT: Contingent Liability


VAT:
The VAT registration number of the company is BIN : 002410528-0202 under area Dhaka (South). Year wise VAT status of the company is
given below.

VAT on Agency Commission Demand by


Year Custom, Excise & VAT Commissionerate, Current Status
Dhaka (South)
2021 The Commissioner of Custom Excise & VAT Commissionerate, Dhaka
(South), Dhaka vide their letter no- 4(6)120-g~tbxt/gymK Av`vq? Bmt Kgvt Býy¨t/2016
2020 dated 24/11/2016 demaned VAT on agency commission for Tk.
2019 1,22,16,021/- against the year 2013 and 2014

2018 The Company submitted writ petition to the honorable High Court
2017 Division. Writ petition no. 16032 of 2016 and writ petition no. 16033 of
2016 against the demand.
2016
2015 cieZ©x‡Z, MYcÖRvZš¿x evsjv‡`k miKvi, Af¨šÍixY m¤ú` wefvM, XvKv KZ…©K RvwiK…Z g~j¨ ms‡hvRb
Ki,cÖÁvcb ZvwiL 28 •Rô¨,1427 e½vã/11 Ryb, 2020 Lªxóvã, Gm.Avi.I. bs-144-AvBb/2020/ 105-
2014 6,430,885.00 g~mK G cÖ`Ë ÿgZve‡j exgv †Kv¤úvbx KZ…©K G‡RwÝ Kwgkb eve` cwi‡kvwaZ A‡_©i wecix‡Z g~j¨
2013 5,785,136.00 ms‡hvRb Ki KZ©b wel‡q Ae¨vnwZ †`qv n‡q‡Q| hvi †mevi ‡KvW-S027.00|
Total= 12,216,021.00

(vi) Litigation involving any other Laws.


No cases filed by the Company or any of its Directors.

243
Chapter–XX

Risk factors and Management‟s Perceptions about the Risks

244
The disclosures of risk factors shall include the following:

(i) Internal risk factors;


(ii) External risk factors;

(i) Internal risk factors may include, among others:

(a) Credit Risk;

Credit risk refers to the risk that a borrower may not repay a loan and that the lender may lose the principal of the loan or the
interest associated with it. Credit risk arises because borrowers expect to use future cash flows to pay current debts; it's almost
never possible to ensure that borrowers will definitely have the funds to repay their debts. Interest payments from the borrower
or issuer of a debt obligation are a lender's or investor's reward for assuming credit risk.

ICIL has exposed to this risk due to bank loan and unsecured loan from related party.

Management perception
The Issuer is planning to raise capital through IPO subject to approval of regulatory authority which shall diversify the capital
structure of the Company. The Company has strong credit rating history and the Company has never rescheduled any of its
loans. Again the Company has no credit sell. So, in this backdrop it is expected that there are less exposure of credit risk which
may be eroded the issuer‟s financial soundness and less possibilities to be credit defaulter in near future. Again the Company
operating cash flow was positive trend which reflected sound working capital management. It is expected that the Company
future financial strength shall be improved by generating more cash flow through investment of IPO fund and consequently any
credit liability shall be settle accordingly.

(b) Liquidity Risk;

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Liquidity risk arises
due to insufficient fund to meet up short and long term liability.

The Company may expose to liquidity risk for non payment of claim any contingency payment, any government payment and
any other liabilities due to shortfall of liquidity.

Management perception
The Company's approach to managing liquidity (cash and cash equivalents) is to ensure, as far as possible, that it will always
have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring
unacceptable losses or risking damage to the Company's reputation. Typically, The Company ensures that it has sufficient cash
and cash equivalents to meet expected operational expenses, including financial obligations through preparation of the cash
flow forecast based on time line of payment of the financial obligation and accordingly arrange for sufficient liquidity/fund to
make the expected payment within due date. The Company does reinsurance with SBC for major insurance policies which also
reduce liquidity risk for the Company to the extent for claim settlement.

It is expected that after listing the business volume shall be increased due to the Company will engage with more multinational
company, high rating banks through providing insurance service. It is also expected that the business volume of the Company
shall also be increased due to improvement of brand image to its client after listing.

Again, ICICL has sufficient premium income to meet any unforeseen claim or payment. So it is expected that liquidity risk shall
not impact on the Issuer to a large extent to run the day to day business operation.

(c) Risk associated with the issuer‟s interest in subsidiaries, joint ventures and associates;

Management perception
The Company does not have any subsidiaries, joint venture and associates companies. So there are no such possibilities of arisen
risk in this respect.

245
(d) Significant revenue generated from limited number of customers, losing any one or more of which would have a material
adverse effect on the issuer;

Management perception
The Company is not dependent any single customer. The Company has huge number of retail customer who regularly take
insurance policies. The revenue of the Company is not concentrated neither to any single customer nor any Group.

(e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely;

Management perception
The Company is delivering insurance service to its clients. The Company has not required any raw materials.

(f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary;

Management perception

The Company has no associate or subsidiary or sister concern. 100% of its revenue has come from retail clients.

(g) Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during last five
years, if any;

Negative earning and negative operating cash flow are risk under the going concern risk for the entity

Management perception

Negative earnings:
The Company has positive track record of earnings last five years and expected to hold this position in upcoming years.

Cash flow from operating activities


Cash flow from operating activities were negative 2019 and 2020 due to payment of excess claim

Turnover:
The turnover (gross premium) was changed due to business volume of the country changes.

Profitability:
The Company had good profitability record. For that reason the Company was able to paid dividend to the shareholder.

(h) Loss making associate or subsidiary or group companies of the issuer;

Management perception
The Company has neither any associate nor subsidiary Company nor any group which are loss making. So no risk shall be
arisen in this respect.

(i) Financial weakness and poor performance of the issuer or any of its subsidiary or associates;

Management perception
The Company has a proven track record of its financial fundamentals. Again the Company has no subsidiary or associate
Company. So there are less scope of arise of risk.

(j) Decline in value of any investment;

Investment value might rise or fall because of market conditions (market risk). Corporate decision, such as whether to expand
into a new area of business or merge with another Company, can affect the value of investment.

Currently, the Company has investment in FDR and in capital market from which return of investment may be varied due to
changes in interest rate structure and capital market scenerio over the period of time subject to macro economic scenario of the
country.

246
Management perception

The Company has three types of Investment such as investment in FDR, Investment in Bangladesh Govt treasury Bond
andInvestment in capital Market. Investment in FDR and Govt. treasury bond which is held for maturity rather than held for
trading. As a result, the rate of interest is also fixed over the investment period. So, there is less possibilities of declining in value
of investments of the company. On the Other hand, investment in capital market may be decleined only if market is negative
which is beyond control of the Company,i.e, market rist which is beyond control of the Company.

Again, the Company has a diversified portfolio to balance risk and reward. As a result there is less scope to decline value of
investment.

(k) Risk associated with useful economic life of plant and machinery, if purchased in second hand or reconditioned;

Management perception
The Company provides insurance related services. There are no requirement of plant and machinery.

(l) Adverse effect on future cash flow if interest free loan given to related party or such loans taken from directors may
recalled;

ICICL shall be exposed to this risk if the Company shall provide interest free loan to related parties or loan taken from the
directors.

Management perception
Since inception, the Company did not take any loan from its directors or provide any loan to its related party. So in near futre
there are less scope to arise any risk in this regard.

(m) Potential conflict of interest, if the sponsors or directors of the issuer are involved with one or more ventures which are
in the same line of activity or business as that of the issuer and if any supplier of raw materials or major customer is related
to the same sponsors or directors;

Management perception
No sponsor or director holds any position or own any stake in the business of its supplier or customer. So no conflict would be
arisen in this respect.

(n) Related party transactions entered into by the Company those may adversely affect competitive edge;

Management perception
The Company provides adequate disclosures in the audited financial statements which is sufficient about its related party
transaction. The above disclosure is presented in true and fair view of the Company‟s transaction with the related party. The
company also provided adequate disclosures regarding payment of board attendance fees and such fees are paid according to
the guidelines provided by IDRA. So there are no such possibilities of arise of conflict in this respect.

(o) Any restrictive covenants in any shareholders' agreement, sponsors' agreement or any agreement for debt or preference
shares or any restrictive covenants of banks in respect of the loan/ credit limit and other banking facilities;

Management perception
There are no such restrictive covenants persist with any shareholders, sponsor or any bank loan facility.

(p) Business operations may be adversely affected by strikes, work stoppages or increase in wage demands by employees;

Every industry is operating mutually by workers and management mutual understanding. Owners are always concern about
the workers demand. There were precedence in past regarding workers violence in street, huge vandalism and put fire on motor
vehicle causes a serious damage of the Company properties. Sometimes workers demanded more salary and stopped work
which also creates financial loss to the Company.

Management perception
ICICL is a service oriented Company and for that reason there are no such worker which is more related with manufacturing
organization. Since inception, there were no such situation has arisen in the Company in past in this respect.

247
However, ICICL always prioritize human resources over other issues, as we believe that the success of ICICL immensely
depends upon the performance of its employees. With a view to going forward by retaining the talents, ICICL always offers
inspiring propositions along with a friendly working environment. If any above situation would arise among the employees,
then management will be resolved the situation with utmost considerable aspects.

(q) Seasonality of the business of the issuer;

Management perception
The business of the Company does not depend on any season as demand for insurance service is remain throughout the year.
Therefore, the Company‟s revenue is not affected by any seasonal factor.

(r) Expiry of any revenue generating contract that may adversely affect the business;

Management perception
There is no such contract for which the future revenue would be squeeze.

(s) Excessive dependence on debt financing which may adversely affect the cash flow;

The Company may expose to high degree of risk and its future cash flow from operation shall be squeezed due to financial
expense.

Management perception
ICICL is not dependent on any debt financing. Therefore, there is no possibility of risk in this respect.

(t) Excessive dependence on any key management personnel absence of whom may have adverse effect on the issuer‟s
business performance;

Key management personnel have key role in the organization for smooth operation of the Company. If key management
personnel turnover is high that‟s have adverse impact on the organizational day to day activities.

Management perception
Since inception of the Company, the employee turnover rate is low. The organizational structure is designed in such a way that
there shall have no impact on Company‟s overall performance if any key management person changes in the organization.

(u) Enforcement of contingent liabilities which may adversely affect financial condition;

Contingent liabilities are likely to have a negative impact on a Company's stock share price because they threaten to reduce the
Company's assets and net profitability. The extent of the impact on share price depends on the estimated probability of the
contingent liabilities becoming actual liabilities.

Management perception

ICICL does not have any contingent liabilities which may adversely affect financial condition except as disclose in note no 39 of
the Audited Financial Statements.

(v) Insurance coverage not adequately protect against certain risks of damages;

The Company shall expose to significant loss if its assets are not properly covered by insurance.

Management perception

The Company maintain re-insurance to meet up claims. Again there are no such assets for which insurance coverage required.

(w) Absence of assurance that directors will continue its engagement with Company after expiry of lock in period;

The Company may expose to certain risk to operate its day to day business operations if current directors‟ engagement shall not
continue after expiry of lock in period.

Management perception

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As the directors of the Company are owner so it is expected that they will continue after the lock in period. In this respect a
declaration by the director has been given in the “Chapter xxix-Others”.

(x) Ability to pay any dividends in future will depend upon future earnings, financial condition, cash flows, working
capital requirements and capital expenditure;

Any future dividend payment depends on the future revenue generation. Any negative earnings in future shall be hindered
future financial stability of the Company.

Management perception
It is expected that from existing business the Company shall earn significant revenue from which it will be possible to pay
dividend regularly.

After listing it is expected that the brand image of the Company would be increased and ICICL would be able to expand its
business operation in new business arena such as multinational company, high rated bank and other reputed organization in
addition to its current product and which will positively contribute to the revenue stream of the company.

Furthermore, significant portion of the fund received from IPO shall be invested in FDR and capital market which will also earn
interest and dividends will enhance cash flow of the company.

So,it is presumed that the Company shall be able to pay dividend in future from its business.

(y) History of non-operation, if any and short operational history of the issuer and lack of adequate background and
experience of the sponsors;

Management perception
Since its inception there is no history of non-operation. On the other hand all sponsors of the Company have vast experience in
business. If any problem would arise, the sponsor would mitigate that the problem as usual manner.

(z) Risks related to engagement in new type of business, if any;

Management perception
Currently the Company has no plan to engage in any new type of business.

(aa) Risk in investing the securities being offered with comparison to other available investment options;

Management perception
Like other securities, the share price of ICICL may be affected by various factors such as inflation, economic and political shocks
etc. Management perceives that the investors would get a reasonable return in line with future proposed dividend.

(bb) Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law;

The Company shall have risk to expose of eroded its brand name and goodwill in case of penalty or action taken by the
regulatory authority.

Insurance Development Regulatory Authority (IDRA) imposed penalty for not floating public share through IPOas non
compliance ofRule 4(A) of Insurance Rules, 1958 (Amendment as Insurance Act, 2010)

Management perception
We would like to state that as per Rule 4(A) of Insurance Rules, 1958 (Amendment as Insurance Act, 2010) every insurance
company should had to raise capital through IPO within 03 (three) years of incorporation. The Company failed to comply the
condition within stipulated time period as mention in that rules. Accordingly Insurance Development Regulatory Authority was
imposed penalty of BDT 5,000 per day for none compliance of aforesaid condition of the said rules. Subsequently the Company
paid Tk. 1,19,75,000 as penalty upto July 2017. The Company has been kept provision Tk 81,15,000 against penalty in the audited
finaial statements as on 31 December 2021.

Apart from the above, there was no other penalty or action taken by any regulatory authorities for non-compliance with
provisions of any law.

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(cc) Litigations against the issuer for Tax and VAT related matters and other government claims, along with the disclosures
of amount, period for which such demands or claims are outstanding, financial implications and the status of the case;

Any litigation in terms of unsettled tax, VAT or any other Govt.claim may hamper business operation of the Company as well as
may create future potential financial losses.

Management perception
There is no litigation against the Company except as follows:

Remarks
Assessment Year

2001-2002  Return Submitted. No tax demand by NBR


2002-2003
2003-2004
2004-2005
2005-2006
 Tax return submitted by ICIL
- The Company submitted return as on 14/08/2006
 Correspondence from Tax authority
2006-2007 -N/A (The return submitted by the company was accepted by the Tax Authority)
 Updated status
-As in 2007-2008 Tax Authority accepted that it has charge excess tax for the previous years
of BDT 3,329,889.So assessment for 2006-2007 is completed.
 Tax return submitted by ICIL
- The Company submitted return as on 26/06/2007
 Correspondence from Tax authority
2007-2008  - Assessment completed by NBR on 31/12/08
 Updated status
- The Company is to obtain a refundable amount of BDT 3,329,889 from Tax Authority,
which subsequently adjusted accordingly
 Tax return submitted by ICIL
- The Company submitted return as on 15/07/08
 Correspondence from Tax authority
-Assessment completed by NBR on 28/06/09
 Dispute against ICIL and Tax Authority
-Total Tax assessed Tk. 8,694,586
2008-2009
- Out of total Tax assessed by NBR company has already paid Tk.3,487,909 at the time of
submission of return
-Tk. 38,56,000 paid after assessment
-The rest amount Tk. 13,50,677 was adjusted with the previous year refundable amount
- Updated status
Setlled
 Tax return submitted by ICIL
- The Company submitted return as on 15/07/09
 Correspondence from Tax authority
-Assessment completed by NBR on 27/10/10
2009-2010  Dispute against ICIL and Tax Authority
-Tax authority demanded BDT 5,110,239 including BDT 77,094 as interest.
 Updated status
The company paid Tk 3,661,251 at the time of submission of return and rest amount of Tk.
14,48,988 paid later on
 Tax return submitted by ICIL
- The Company submitted return as on 14/07/10
2010-2011
 Correspondence from Tax authority
-Assessment completed by NBR on 14/02/2011

250
 Dispute against ICIL and Tax Authority
-Tax authority demanded BDT 6,479,305 including BDT 206,600 as interest.
 Updated status
The company paid Tk 4,500,387 at the time of submission of return and rest amount Tk
19,78,918 was paid
 Tax return submitted by ICIL
- The Company submitted return as on 17/07/2011
 Correspondence from Tax authority
-Assessment completed by NBR on 03/07/2012
2011-2012  Dispute against ICIL and Tax Authority
-Tax authority demanded BDT 12,330,279 without any interest.
 Updated status
-The company paid Tk 11,343,153 at the time of submission of return rest amount of Tk
9,87,129 paid on 19/6/2019.
 Tax return submitted by ICIL
- The Company submitted return as on 12/07/2012
 Correspondence from Tax authority
-Assessment completed by NBR on 15/12/2013
 Dispute against ICIL and Tax Authority
-Tax authority demanded BDT 20,522,449 including BDT 84,274 as interest.
 Court of Appeal
-The Company as on 05/09/2017 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 22/02/2018 and the company applied to Tax
Appellate Tribunal on 26/06/2018 against Appellate Commissioner of Taxes decision.
2012-2013
 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal U/S 158(5) of
Income Tax Ordinance 1984.
 Updated status
-The company paid Tk 14,907,263 at the time of submission of return. Subsequently, The
Company paid Tk. 12,071,405 (BDT one crore twenty lac seventy thousand four hundred five
) to NBR upto January 2022 and the rest of the demand of NBR Tk. 28,35,862 shall be paid in
due course

 Tax return submitted by ICIL


- The Company submitted return as on 15/07 /2013
 Correspondence from Tax authority
-Assessment completed by NBR on 7/6/2015
 Dispute against ICIL and Tax Authority
-Tax authority demanded BDT 3,819,544 including BDT 820,524 as interest.
 Court of Appeal
-The Company as on 05/09/2017 submitted tax appeal to the appellate commissioner of
taxes, which was subsequently refused on 22/02/2018 and the company applied to Tax
2013-2014
Appellate Tribunal on 26/06/2018 against Appellate Commissioner of Taxes decision.
 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal U/S 158(5) of
Income Tax Ordinance 1984.
 Updated status
-The company paid Tk 1,93,63,838 at the time of submission against total tax assessment Tk
2,31,83,382. Out of rest of demand of NBR Tk 38,19,544, the Company paid Tk 300,000 and
rest of demand Tk. 37,899,544 shall be paid in due course.
 Tax return submitted by ICIL
- The Company submitted return as on 15/07/14
 Correspondence from Tax authority
2014-2015 -Assessment completed by NBR on 12/8/2015
 Dispute against ICIL and Tax Authority
 -Tax authority demanded BDT 8,793,841 including BDT 71,284 as interest.
 Court of Appeal
251
-The Company as on 05/09/2017 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 22/02/2018 and the company applied to Tax
Appellate Tribunal on 26/06/2018 against Appellate Commissioner of Taxes decision.
 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal U/S 158(5) of
Income Tax Ordinance 1984.
 Updated status
-The company paid Tk 2,01,41,998 at the time of submission against total assessed tax Tk.
28,935,839. Out of rest of demand of NBR Tk 87,93,841, the Company paid Tk 27,00,000 and
rest of demand Tk. 60,93,841 shall be paid in due course.

 Tax return submitted by ICIL


- The Company submitted return as on 27/08/2015
 Correspondence from Tax authority
-Assessment completed by NBR on 11/6/2018
 Dispute against ICIL and Tax Authority
 -Tax authority demanded BDT 19,368,001 including BDT 2,085,163 as interest.
 Court of Appeal
-The Company as on 27/11/2019 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 28/01/2020 and the company applied to Tax
Appellate Tribunal on 16/03/2020 against Appellate Commissioner of Taxes decision
which was disposed off on 15/07/2020. After that, The Company filled writ petion against
2015-2016 appellate tribunal to Honarable High Court 4/1/2021.

 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal
Updated status
-The company paid total Tk. 2,52,51,611 out of which Tk. 20,813,611 at the time of
submission, Tk 19,38,000 at the time of tribunal and Tk. 25,00,000 at the time of submission of
writ petition against total assessed tax Tk. 40,181,612. The deceision is pending for high cour
deceision

 Tax return submitted by ICIL


- The Company submitted return as on 7/9/2016
 Correspondence from Tax authority
-Assessment completed by NBR on 30/5/2019
 Dispute against ICIL and Tax Authority
2016-2017  -Tax authority demanded BDT 556,755
 Updated status
-The company paid Tk 23736225 at the time of submission. Total assessed tax was 24,292,980.
The rest of Tk 556755 was paid subsequently.

 Tax return submitted by ICIL


- The Company submitted return as on 14/9/2017
 Correspondence from Tax authority
-Assessment completed by NBR on 31/8/2020
 Dispute against ICIL and Tax Authority
 -Tax authority demanded BDT 27,403,371 including Tk. 2,901,186 as interest
2017-2018
 Court of Appeal
-The Company as on 22/08/2021 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 25/11/2021

 Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.

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Subsequently, the Company submit claim in appeal to Appellate Tribunal

Updated status
-The company paid Tk 16,680,109 at the time of submission. Total assessed tax Tk. 4,40,83,480
includung Tk. 29,01,186 as interest. The Company appeal 22/08/2021 against NBR demand
Tk 27,403,371 and NBR disposed off the said appeal on 25/11/2021.The appellate tribunal is
under process.
 Tax return submitted by ICIL
2018-2019 - The Company submitted return as on 12/9/2018
 Assement order yet to received
 Tax return submitted by ICIL
- The Company submitted return as on 12/9/2018
 Correspondence from Tax authority
-Assessment completed by NBR on 22/12/2020
 Dispute against ICIL and Tax Authority
 -Tax authority demanded BDT 50,924,541 including Tk. 4,874,085 as interest
 Court of Appeal
-The Company as on 22/08/2021 submitted Tax appeal to the Appellate Commissioner of
Taxes, which was subsequently refused on 25/11/2021. The appellate tribunal is under
process.
2019-2020
Ground of appeal
-The Company shown expenses in their Audit report which was disallowed by DCT.
Subsequently, the Company submit claim in appeal to Appellate Tribunal.

 Updated status
-The company paid Tk 51,38,828 at the time of submission Out of total assessed tax Tk.
56,063,369 ncluding Tk. 4,874,085 as interest. The Company appeal 22/08/2021 against NBR
demand Tk. 50,924,541 and NBR disposed off the said appeal on 25/11/2021.The appellate
tribunal is under process.

 Tax return submitted by ICIL


- The Company submitted return as on 14/9/2020

 Correspondence from Tax authority


2020-2021
Assessment yet to complete

 Updated status
-The company paid Tk 16,290,012 at the time of submission.

 Tax return submitted by ICIL

- The Company submitted return as on 15/9/2021

 Correspondence from Tax authority


2021-2022
-Assessment yet to complete

 Updated status
-The company paid Tk.15,149,724 at the time of submission.

Financial implication for Tax


It is mentionable here that, the Company is generating profit from existing business. Due to IPO fund shall be invested in fixed
deposit and Treasury bond, after IPO the future liquidity shall also be improved. It is expected that the Company shall be able to
mitigate that Tax liability through business income.

253
(dd) Registered office or factory building or place of operation is not owned by the issuer;

If office and factory location is not owned by the Company business operation may hamper.

Management perception
The Company is operating its business through corporate head office which is under its ownership.
On the other hand, the Company operates its branch office on rental basis for which the Company paid rent monthly basis as per
rental agreement. The rental agreement is renewed after expiry of the term period. It is expected that no conflict shall be arisen
between tenant and owner in this respect in future. If in any case, if any conflict arise, the management shall resolved the issue
duly discussed with the owner of the premises.

(ee) Lack of renewal of existing regulatory permissions or licenses;


Bisiness operation may be suspended if regulatory licenses is not updated.

Management perception
All licenses are valid and up dated. The management of the Company always takes timely steps to renewal of all its regulatory
licenses. So scope of arising any risk in this respect is low.

(ff) Failure in holding AGM or declaring dividend or payment of interest by any listed securities of the issuer or any of its
subsidiaries or associates;

Management perception
The Issuer has no listed securities nor any subsidiaries or associates Company.

(gg) Issuances of securities at lower than the IPO offer price within one year;

If the Issuer issues share at lower than the IPO offer price within one year, there will have possibilities to arise misperception
about IPO price.

Management perception
The Company does not issue any securities at lower than the IPO offer price within one year.

(hh) Refusal of application for public issue of any securities of the issuer or any of its subsidiaries or associates at any time
by the Commission.

Management perception
The Company had not applied for in raising of Capital through IPO before.

(ii) External risk factors may include among others:

Investment in capital market involves exposure to several types of risks. Islami Commercial Insurance Company Limited
operates in an industry that is exposed to several external risk factors over which the Company has little or no control. The
following includes some of the significant risk factors that may affect the value of the Company‟s shares. Hence, a rational
investor should carefully consider all the information contained in this prospectus including the risk factors elaborated below.

(a) Interest rate risks;

Volatility of money market may influences the overall interest rate structure of the country. So, any unfavorable change in
interest rate structure may affect the Company‟s business adversely.

Management perception
Currently, ICICL has no Bank Loan. So the Company is not exposed to interest rate risk. Again, The IPO proceeds shall be
invested in government securities and FDR at a fixed rate for a long term period. Rate of interest of government securities is
fixed and less possibilities of fluctuation. Again FDR rate is also fixed. In case of FDR rate is fall , ICICL shall readjust its deposit
policy in accordance with prevailing interest rate accordingly to uphold their profitability.

254
(b) Exchange rate risks;
Exchange rate risk arises from currency fluctuation in international trade. If Bangladeshi Taka is devalued and/or foreign
currency revalued than the price of imported raw materials will go up which will decrease the overall profit margin. Taka has
been devalued significantly against dollar and it is very unlikely of any immediate appreciation of Taka.

Management perception
Since ICICL is not engaged into any insurance business in foreign currency, exchange rate risk is not relevant here.

(c) Industry risks;


Industry risk arises due to risk associated with business and macro-economic factors of the industry such as labor unrest,
shortage of power, rising of raw material cost or shortage of raw material supply etc. If risk factor pertaining to industry is high,
the growth of the industry shall be lower or may be eroded the entire potentiality of that industry.

Management perception
The Company is operating in a highly competitive industry. Presently, 46 General insurance companies including the SBC are
operating in the country. ICICL has to face stiff competition arising from theexisting 44 general insurance companies excluding
SBC.

The Company has successfully accessed the market till date with a proactive approach by a group of professional and vast
experienced peoples. Therefore, the Company is working on offering services at competitive terms. Despite the extreme
competition, ICICL business operation shows satisfactory performance.

(d) Economic and political risks;

Economic risk
Economic risk arises due to some various factors such as political or regulatory policy change, including adverse impact of
globalization, social disturbances due to political unrest, terrorist attacks and other acts of violence or war, natural calamities,
commodity and hike commodity & energy prices and various other factors. The consequence of economic risk is that the growth
of development may be eroded or hampered and any significant changes may adversely effect on business and profitability of
the Company.

Management perception
Bangladesh economy is booming for last few years. Consistent industrial growth along with increased agricultural production
has made the per capita income higher than that of recent years. In addition, favorable government policies and industry
friendly policies by other regulatory bodies have proved to be congenial to the economy of the country. Bangladesh has been
considered to be next emerging country in terms of economic development. This indicates the future potentiality of our
country‟s economic strength. Despite of some economic shortfall, Bangladesh economy is going to be stands on a strong
platform in terms of micro and macro economy indicators such as inflation, exchange rate, foreign reserve, GDP growth, per
capital income, domestic demand, Labor rate etc. Management of the Company has keen focus on the economic movement of
the country and shall be take decision accordingly to adjust any unfavorable situation in this respect

Political risk
The risk that an investment returns could suffer as a result of political changes or instability in a country. Instability affecting
investment returns could stem from a change in government, legislative bodies, other foreign policy makers, or military control

Management perception
The management of the Company believes that more effective management of political risk shall help the companies in
protection of their investments and shall improve the performance of business operation. Management perceives that, this
requires more integration of political risk management into a systematic process as well as shall have to be embedded in a
Company‟s other business processes. The management of the Company is fully aware of the potential risk related with political
outcome and accordingly they have taken several safe guards to prevent the financial loss of the Company.

(e) Market and technology-related risks;

Market risks
Market risk relates to the volatility of the market price of assets. It involves exposure to movements in the level of financial
variables, such as stock prices, interest rates, exchange rates or commodity prices. It also includes the exposure of options to
movements in the underlying asset price. Market risk also involves exposure to other unanticipated movements in financial

255
variables or to movements in the actual or implied volatility of asset prices and options.To be competitive in the market,
insurance companies need to develop new services/products and offerexcellent clientele services and also to expand the market
by bringing more and more items under the purview of insurance otherwise the competitors may take away Company‟s
business.

Management perception
Insurance business globally is increasing. Industrialization and other infrastructure of the country are remarkably developing, as
such the general insurance business is increasing day by day. New items are coming under the cover of insurance. The market is
expanding as people are realizing the importance of insurance. Because of the Company‟s excellent services and introduction of
new products, the Company faces low risk related with market.

Technology-related risks
Technology is a continuous process of development. Innovation of new and cost effective technology may obsolete existing
technology, which may cause negative impact on the business. The operation of the Company is capital intensive and the quality
of the products is directly related to the sophistication of the machinery in use. In case, the technology of the machineries
becomes obsolete, cost advantage and quality of production of the Company may be affected adversely.

Management perception
As overall insurance industry is not technology driven, the Company believes that there is very low probability that the
technology change may adversely impact on the Companies Business operation.

(f) Potential or existing government regulations;


The development of the industry is mostly depends on government support. If Government fiscal and monetary policy is
unfavorable towards the Insurance industry, the growth and development of this sector would not be possible.

Management perception
The Government of Bangladesh is highly concentrated on economic development of the Country through industrialization.
Bangladesh has been considered the most emerging economy country which economy is growing continuously. As progress of
economy is continuing the others sub sectors also improving. By this way insurance sector shall be developed as new business
opportunity has been created through economic progress.

The Management of ICICL perceives that these facilities shall remain in near future which shall have positively impact on
development of insurance industry of our Country.

(g) Potential or existing changes in global or national policies;


Insurance Companies are risk taker of any financial loss of other‟s business in case of accident. The Insurance business is
operation under certain government rules and regulation and policies. The development of insurance sector is key priority for
the government. Accordingly, Government update rules and regulation and always provides policy support for development of
this sector. Any Changes in rules and regulations may impact on profitability of the Company

Management perception
ICICL is a complying all rules and regulations of their regulators scince incorporation of the Company. There are no non
compliance issues till date.Again, for smooth business operation the Company readjust its internal policies in accordance with
change by the regulators in their policie.

Again, if any govt. policy changes, that may have impact on profitability of all other companies in the sector. ICICL has strategy
to readjust its internat policy to diversify of any impact in this regard

(h) Statutory clearances and approvals those are yet to be received by the issuer;

Statutory clearance is required for running smooth business operation. It is mandatory for the Company to comply their primary
regulators rules and regulation ,i.e, IDRA Any non compliance of its rules and regulation may impede the business operation.

Management perception
The Management of ICICL has been aware about the rules and regulations of their primary regulator i.e, Insurance
Development and Regulatory Authority (IDRA). The Company has been received NOC for raising of Capital through IPO.
Accordingly there is no pending regulatory approval issues till date.

(i) Competitive condition of the business;


256
In a developing country like Bangladesh, insurance companies are playing a very important role in the economy. In Bangladesh,
during the 1970s, government-owned JBC and SBC was the only provider of life and general insurance coverage for individual
and business properties. During that time insurance products were very few in number and the industry did not take innovative
efforts for product development. In the country the first private insurance Company was set up in 1985. Since then non-
government insurers have shown rapid growth in terms of institutional set-up, policy design and business expansion. When
non-government insurers gradually have gained the foothold in the country, real competition in the sector has begun. However,
the insurance industry in Bangladesh is very small compared to its economy and the number of insurance policyholders is still
not increasing satisfactorily. At present, there are 81 insurance companies are operating in our country. Out of which 46 general
(non-life) insurance and 35 life insurance companies. The number of insurance companies are low as demand for service is high
considering to huge population of our country.

Management perception
At present insurance is too much important to the business and individual sector. Most of the companies provide more or less
same services. For this reason the competition is increasing day by day between the insurance companies. On the other hand
some new insurance companies are going to start businesses in the competent market. BGIC need to develop their some
productive sectors. In present, a company cannot establish properly without developing information technology. People search
their desires requirement through Internet so, insurance companies need to develop Web address to increase both foreign and
local investors. So we have discussed about both the problem and prospects of insurance business in Bangladesh. The progress
of insurance business depends on the progress of economic condition. Insurance business also faces many problem. So if we
develop economic condition as well as overcome the problems, it will help a lot to flourish this business in our country

Bangladesh insurance market is in an upward trend despite the low penetration rate. It has potentialities to growth and
advancement as opined by the insurance expert. Despite the opportunity there are several obstacles for the development of this
sector. Some problems related with development of insurance industry in Bangladesh are as follows:

Social Problems

Less Public awareness

A vast majority of people especially in rural areas are left outside the insurance coverage. This mainly results from the
unawareness among the people. Even a large portion of people don‟t have the minimum idea of insurance. People are not aware
of the benefits from the insurance policy and a great number of people believe that insurance business is nothing but cheating
and assume that insurance policy is quite unnecessary. This negative attitude from the people is lessening the importance of
absorbing insurance policy in a large extent.

Centralization

Most of the insurance companies in our country are located in urban areas and there are few branches in rural areas. They think
that they might have better scope for performing their business as the economic condition of the urban is better than the rural
areas. They don‟t think that the large number of our population reside in rural areas and if branches are expanded in rural areas
then the business can thrive if proper motivation policy is taken to aware the mass people of the rural areas. Thus this
centralization policy acts as an obstruction for the growth of insurance business in our country.

Economic Problems

Poor economic conditions

Bangladesh is one of the poorest countries in the world and most of the people in this country live under extreme poverty level.
All of these people fight hard to earn their livelihood and are marginal in relation to the expenditure with the income. It is quite
impossible for them to save some money for future need. Therefore they are quite unable to give the amount to the insurer
which is called as premium and regarded as safety or precautionary measures against any accident. The number of people who
can bear the premium to the insurance company is very few in regard to those mentioned above. Therefore the overall poor
economic condition is creating obstacle to flourish the insurance business in Bangladesh

257
Poor financial position of the insurance companies

Most of the insurance companies of our country are facing financial problems. Recently government is trying to take initiative to
close some of the insurance companies because they are not maintaining the minimum standards. They are investing their
money in poor securities and business which is vulnerable regarding getting back the money with profit. As a result most of the
insurance companies are suffering from loss years after years and for poor financial condition the insurance companies are also
unable to expand their branch which is a barrier for the growth of insurance business in Bangladesh.

Higher cost of business

Growing cost of business is another problem that insurance companies are facing now a day. They urge that government tax,
house rent, utility, commission fee, stationeries are growing day by day. But their businesses are not growing so fast with that
rate.Besides this the policy holders are not willing to pay too much premium with growing cost that is hampering the strategies
of insurance companies. So they are facing difficulties in running their business efficiently.

Problems of economic bases and effective principle

Before independence insurance business was control by private company. But after independence maximum insurance company
take over by the government. For that reason government changed the company management, policy and applies new rules and
regulations which system was very tricky and uncomfortable for the mass people.

Political instability

Political instability is a major problem in Bangladesh. For the instability in politics,many disruptive situations are often created
which are bad for any businesses. The people who operate various businesses in our country often experience various types of
inconvenience in running their business. Insurance business is not an exception of this. Political instability and inconsistency of
political courses are a serious problem for the insurance business.

Lack of supervision from the government

Lack of surveillance from government ministry encourages many insurance companies to follow some unethical practices like
make harassment to policy holder and showing less in the financial statement. This not only destroying the reputation of the
well known insurance companies but also creates negative impact in the mind of the people about insurance. Besides this
government sometimes impose some conflicting rules and regulation without discussing with insurance companies governing
body. It creates conflict among insurance companies with government and act as one of the main hindrances of growing
insurance business.

Problem of planning and administration

After the change of the government, the whole planning and administrative measures are changed which is the main constraint
for long term plans. Without long term planning any permanent development or solution of existing problems are impossible

Legal Problems

Too much complexity

To take an insurance policy there are great number of rules and regulations which must be compelled by the insured person.
And into those rules a vast number of complexities is present there. Therefore the people are discouraged to take insurance
policy because they think that the complexities will create extra pressure on their mind which may hamper other jobs.

Other problems

Lack of qualified officials

Insurance companies perform their activities by recruiting marketing agent and they try to convince the people to take a policy.
Most of the cases the agents are not properly trained and they don‟t know the right process to catch potential people to make
258
their policy holders. Therefore these field level agents are unable to fulfill their target and act as a constraint in the insurance
business.

Traditional method

Still Bangladesh insurance company using or follows traditional methods on insurance policy. Where as foreign companies are
using modern systems like computerized system. Our local company does not want to change themselves.

Lack of training for the employees

Spread of insurance business in Bangladesh failed for lack of proper training by the employees specially the field employees of
insurance companies. Still there are not enough training center to provide proper training regarding insurance activities for the
officials of insurance company. Though there is one insurance training center in Bangladesh it totally failed to achieve its target
in insurance field.

Lack of exposure

Another main problem in the country is that the media is unconcerned to send the right message regarding insurance to the
people. As a result a large portion of population is completely unaware about the insurance policy. Another problem is that the
insurance company does not provide adequate information in the company‟s websites which can fulfill the queries of their
potential customers and satisfy themselves to buy an insurance policy.

Absence of business ethics

Some insurance companies create harassment on the policy holders or sometimes on the dependents of the policy holders when
they want back their money after death or maturity. The insurance companies show different causes in order to make delay to
return back the money at expected time. Sometimes they are eager to pay less than the desired amount by creating various
circumstances such as they try to say that the disaster of the subject matter of the policy is not responsible due to their activities.
Besides this some field officials also create some illegal acts. They often try to give false information to the people for buying a
policy. And these kind of illegal acts create bad reputation to the insurance companies and hindrance the overall insurance
business. Those who are harassed by the insurance companies discourage other not to take an insurance policy Lack of
motivation program towards public

Lack of information technology

Another problem is they do not use any web address, which is essential for a large leasing company. They can provide more
information to its client by using web site.

Insufficient service

In Bangladesh insurance company people failed to provide better service to the mass people that‟s why the people who want to
take the insurance policy they loss their interest from insurance. At same time in foreign country insurance workers goes to
customer‟s house and offices regularly to aware themselves and influence them to take insurance policy. In that‟s case
Bangladesh insurance company people are not that much expert.

Lack of marketing policy

One of the major problems in insurance company is lack of marketing policy. Management is not taking initiative to increase
their marketing expansion. They provide tiny amount advertisement, which is not sufficient for increasing business
development.

As well as the problems mentioned above, there are many good signs for the insurance business in Bangladesh. The factors that
can facilitate the insurance business in our country are discussed below. These facts can be measured as the prospective fields
for insurance business in Bangladesh.

259
Higher GDP
The GDP of our country is increasing than the previous years which results in increase of per capital income. So this growing
GDP and income holds bright prospects for insurance companies. The major problem is the incapability of our people to pay the
premium charged by the insurance companies. With the growth in the income more and more people are now willing to take an
insurance policy for safeguarding themselves from any danger.

Increased population
There is a big opportunity lies ahead for the insurance companies as the population of our country are increasing day by day.
Although most of people of our country live under extreme poverty level and want to avoid insurance policy number of
potential policy holders in Bangladesh is growing with growth of the population. There is some what relationship between
growing populations with the number of public vehicle. As we know all public vehicle must have an insurance policy. So
growing population also increase the motor insurance too. That is growth in population opens greater scope for every kind of
insurance business that results in growing prospect for insurance companies.

New business‟s individual insurance


There are so many new businesses starting every day and manufacturing sector is booming with global demand. Every business
is insured under an insurance Company to protect its Company from any kind of accident. Therefore growing industry,
mill,factories are creating better scope for the insurance companies to flourish their business.

Developing mass awareness about insurance


People are now much more conscious about their safety. So they are encouraged to take an insurance policy for making their life
free from any unexpected occurrence. Increase in literacy rate is helping predominantly to create awareness among the people
regarding taking insurance policy. Besides this insurance companies are also trying to eradicate the negative attitude of people
towards the insurance Company by organizing various programs such as seminars, programs including social responsibilities
etc.

Micro insurance
Micro insurance can be a great prospective area for the insurance business in our country. Most of the people of our country are
unable to have costly and long term insurance policies. Micro insurance can be provided to individual personnel or to small
business owners against little insurance premiums and with easy terms and conditions. When they will afford to minimize their
risks at a lower price, they will take that opportunity and they will become to get used to it. This can cover a huge portion of the
society who can be a prospective target market for this business.

Insurance sector in Bangladesh is contributing to the growth and development process of the business and property by
protecting all variety of assets from all types of hazards. However, the size of the insurance industry in Bangladesh is small but
over-institutionalized. Only by achieving competitiveness, this sector can contribute more to the development of the economy of
the country. In spite of all constraints both at macro and micro environment, good growth rate and tremendous growth potential
reconfirm the brightest prospects of the insurance sector in Bangladesh. If insurance sector can be developed at optimum level
by eliminating the problems identified in the study, it is expected that it will continue to march forward at an accelerated speed
and bring economic benefits to the economy.

(j) Complementary and supplementary products or services which may have an impact on business of the issuer.

Management perception

ICICL provides insurance services which has no supplementary or complementary product at all to its users.

260
Chapter-XXI

Description of the Issue

261
Description of the Issue:
(a) Issue size: Tk. 202,611,060 (subject to approval of Regulatory Authority)

(b) Number of securities to be issued: 20,261,106 nos. shares (subject to approval of Regulatory Authority)
(c) Authorized capital and paid-up capital;
Particular Amount in Tk.
Authorized Capital
Tk. 1,000,000,000
100,000,000 nos. ordinary shares @ Tk. 10
Issued, Subscribed and Paid up Capital
Before IPO Tk. 303,916,600
30,391,660 nos. ordinary shares @ Tk. 10
*Initial Public Offering through Fixed Price Method
Tk. 202,611,060
202,611,06 nos. ordinary shares @ Tk. 10
*Post IPO Paid up Capital 50,652,766 nos of share @ Tk. 10 Tk. 506,527,660
*Subject to approval of regulatory authority
(d) Face value, Premium and Offer price per unit of securities;

Face value per Share Tk. 10.00 each


Premium -
Offer Price per Share Tk. 10.00 each

(e) Number of securities to be entitled for each category of applicants;

Sl Category Number of Share % of IPO


1 Private Offer 3,039,166 15%
2 After Private offer 17,221,940 85%
IPO 20,261,106 100%

Details break up
Sl Category Number of Share Basis % of IPO
Private Offer
1 Employees & Other 3,039,166 15% of IPO 15.00%
After private Offer 17,221,940 [85% of after private offer]
2 Eligible investor (EI) 4,305,485 [25% of 85% of after private offer] 21.25%
[Note-1]
3 General Public (GP) 12,916,455 [75% of 85% of after private offer] 63.75%
[Note-2]
Total 20,261,106 100%

Note-1: Beak up of Eligible investor (EI)

Sl Sub-Category Number of Share Basis % of IPO


1 Other EIs (including 3,444,388 [20% of 85% of after private offer] 17.00%
CIS)
2 Mutual funds (MF) 8,610,97 [5% of 85% of after private offer] 4.25%
[Note-A]
Total 4,305,485 [25% of 85% of after private offer] 21.25%

Note-A: Beak up of Mutual funds (MF) category

Sl Sub-Category Number of Share Basis % of IPO


1 Mutual Fund 688,878 [4% of 85% of after private offer] 3.40%
2 Asset Manager of 172,219 [1% of 85% of after private offer] 0.85%
Exchange Traded Fund
Total 8,610,97 [5% of 85% of after private offer] 4.25%

262
Note-1: Beak up of General Public category

Sl Sub-Category Number of Share Basis % of IPO


1 Other General Public 8,610,97 [5% of 85% of after private offer] 4.25%
2 General Public 12,055,358 [70% of 85% of after private offer] 59.50%
Total 12,916,455 [75% of 85% of after private offer] 63.75%

(f) Holding structure of different classes of securities before and after the issue;
The Company has issued only ordinary shares to its existing share holders. There is no other class of securities issued by the
Company or proposed to be issued.
Holding structure of different classes of securities before and after the issue is as follows:

Sl. Category of Shareholding Before the present IPO After the present Issue
No Issue
No. of Share % No. of Share % No. of Share %
1 Sponsor Directors 5,918,830 19.47 % - - 5,918,830 11.69 %
2 Sponsor Shareholder 10,199,690 33.56% - - 10,199,690 20.13 %
3 Other shareholders by way of 14,273,140 46.96% - - 14,273,140 28.18 %
transfer before IPO
Before IPO total (a) 30,391,660 100% - - 30,391,660 60%
4 IPO no. of share (b) - - 20,261,106 100% 20,261,106 40%
5 After IPO no. of share (a+b) - - - - 50,652,766 100%

IPO distribution
1 Employee and Others (15% of - - 3,039,166 15% 3,039,166 6%
IPO)
2 Rest 85% shall be distributed as follows
2.a -Eligible Investors (EI) (25% of - - 4,305,485 21% 4,305,485 8.50%
rest of IPO) [Note-1]
2.b -General Public (GP) (75% of - - 12,916,455 64% 12,916,455 25.50%
rest of IPO) [Note-2]
Total 20,261,106 100% 40%

Note-1:
1 Eligible Investors (EI) (25% of rest of - -
IPO after deduct employee quota)
which includes:
2 A. Other EIs including CIS (20%) - - 3,444,388 17% 3,444,388 6.80%
3 B. Mutual Fund (5%) which includes:-
a) Mutual Fund (4%) - - 688,878 3% 688,878 1.36%
b) Asset Manager of Exchange - -
172,219 1% 172,219
Traded Fund (1%) 0.34%
Total - - 4,305,485 21% 4,305,485 8.50%

Note-2:
1 General Public (GP) (75% of rest of IPO after deduct employee quota) which includes:
2 a. Others (70%) - - 12,055,358 59% 12,055,358 23.80%
b. b. NRB (5%) - - 861,097 4% 861,097 1.70%
Total - - 63% 25.50%

*Subject to approval of regulatory authority

263
(g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital.

Objective of the Issue

The initial public offer (IPO) is for compliance of statutory requirement of the Company. The Company offers its shares to
the public as required by the Insurance Act, 2010. As per requirement of the Act, the sponsors of the Company have
already subscribed their portion of equity capital and the same has already been invested as reflected in the Audited
Financial Statements. The proceeds of the present issue is 20,261,106 shares of Tk. 10 each at par totaling Tk. 202,611,060
will strengthen the capital base of the Company and shall enhance revenue through investment in FDR and Govt.
securities and invest in Capital Market of Bangladesh. The fund thus raised through public issue will be used for
Investment and to meet up IPO expenses as per following manner:

Sl. Area of utilization of IPO proceeds Amount in Tk.


1 Investment in FDR & Treasury Bond 152,761,161
2 Investment in Capital Market of Bangladesh (20% of IPO fund) 40,522,212
3 To meet up IPO expenses 9,327,687
Total 202,611,060

Feasibility report

The objective of the IPO to invest in govt securities, FDR and investment in capital market subject to approval of regulatory
authority, so there is no feasibility report is required in this respect.

264
Chapter – XXII

Use of Proceeds

265
Use of Proceeds:
The use of the issue proceeds shall be disclosed in the prospectus in details:

Provided that not more than 1/3rd of the issue proceeds shall be used for repayment of loans or as working capital. The
following disclosures shall be made in this regard:

(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up;

Sl. Area of utilization of IPO proceeds Amount in Tk. Remarks


1 Investment in FDR & Treasury Bond 152,761,161 Investment would be made
[Please see Note-1] [Pls see note-1 below] within 01 months after listing
2 Investment in Capital Market of Bangladesh 4,052,2212 Investment would be made
within 03 months after listing
3 To meet up IPO expenses 9,327,687 Actual cost may be varied and
[Pls see note-2 below] shall be adjusted accordingly
Total 202,611,060

Note-1: Details break up of Investemnt in FDR & Treasury Bond

Sl Area of Investment % of Investment* Amount Rate of Interest


1 FDR 85% 129,846,987 Subject to market rate
2 Treasury Bond 15% 22,914,174 Subject to market rate
Total 100% 152,761,161
Note:*The above ratio of investment shall be depending on interest rate at the time of investment and may be interchangeable if required

Note-2: The details is given below:

Sl. Description Basis of Fees Amount in Tk.


(approx.)
Issue Management Fees:
1 Issue Management Fee Fixed 1,000,000
2 VAT @ 15% on the total issue management fee 150,000
BSEC Fees:
1 Application Fee Fixed 50,000
2 Consent Fee 0.40% on the public offer amount of Tk. 202,611,060 810,444
Listing Related Expenses:
1 Application fee (DSE & CSE) Fixed 100,000
2 Listing fees for stock exchanges @ 0.25% on Tk. 100 million of paid up capital and 1,989,583
(DSE & CSE) 0.15% on the rest amount of paid up capital;
minimum Tk. 50,000 and maximum Tk. 10 million
for each exchange
3 Annual fees for stock exchanges @ 0.05% on Tk. 1,000 million of paid up capital and 506,528
(DSE & CSE) 0.02% on the rest amount of paid up capital for each
exchanges; total annual listing fee shall be minimum
Tk. 50,000 and maximum Tk. 600,000 for each of the
exchanges
IPO related fees:
1 Underwriting Commission Commission @ 0.50% on Underwritten Amount 354,569
2 Auditor Certification Fees To be paid at actual 100,000
Corporate Governance To be paid at actual 30,000
Certificate Fee including Report
3 Credit Rating Fee To be paid at actual 100,000

266
CDBL Fees and Expenses:
1 Security Deposit Fixed 500,000
2 Documentation Fee Fixed 2,500
3 Annual Fee Fixed 100,000
4 Connection fee (Tk. 500.00 per Fixed 6,000
month*12)
5 Initial Public Offering fee @ 0.015% of issue size + 0.015% of Pre-IPO paid up 75,979
capital
Printing and Post IPO Expenses:
1 Publication of Prospectus Estimated 3000 copies (To be paid at actual) 300,000
2 Abridged Version of prospectus Estimated (To be paid at actual) 600,000
and Notice in 4 daily newspaper
3 Notice for subscription, Lottery, Estimated (To be paid at actual) 300,000
Refund etc. in 4 daily news paper
4 Data Processing Fee and Share Estimated (To be paid at actual) 1,800,000
Software Charge
5 Stationeries and other expenses Estimated (To be paid at actual) 452,084
Grand Total 9,327,687

(b) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors‟ contribution and
capital raised of the issuer at the time of submission of prospectus, in details with indication of use of such funds in the
financial statements;

The sponsors of the Company has given paid up capital through cash consideration and capitalization of bonus share issue
which was used in ordinary course of business. Apart from that, The Company has not received any fund through private
placement from any sponsor or any other person.

The Auditor certificate regarding utilization of paid up capital of the Company is as follows:

Amount in
Accounting Fund Utilized for Reflected in Financial Statement
Taka
year

2000 252,019 Preliminary Expenses Under the head "Preliminary Expenses" in the Balance Sheet.

Bangladesh Govt. Treasury


2000 9,000,000 Under the head “Investment" in the Balance Sheet.
Bond (Statutory Deposit)

2000 39,300,000 Fixed Deposit with Banks Under the head “Cash In Hand & at Banks" in the Balance Sheet.

2000 5,448,281 Acquisition of Fixed Assets Under the head “Other Accounts” in the Balance Sheet.

2001 3,000,000 Fixed Deposit with Banks Under the head “Cash In Hand & at Banks" in the Balance Sheet.

2002 3,000,000 Fixed Deposit with Banks Under the head “Cash In Hand & at Banks" in the Balance Sheet.

Investment in Share & Under the heads “Investment" and “Cash In Hand & at Banks"
2011 45,000,000
Fixed Deposit with Banks in the Balance Sheet.

267
Investment in Share & Under the heads “Investment" and “Cash In Hand & at Banks"
2012 21,000,000
Fixed Deposit with Banks in the Balance Sheet.

Investment in BGTB with


Under the heads "Investment" and “Cash In Hand & at Banks"
2013 25,200,000 Bangladesh Bank and
in the Balance Sheet.
Fixed Deposit with Banks

Investment in Share and Under the heads “Investment" and “Cash In Hand & at Banks"
2014 30,240,000
Fixed Deposit with Banks in the Balance Sheet.

Investment in Share, Fixed Under the heads “Investment", “Cash In Hand & at Banks" and
2015 36,288,000 Deposit with Bank and fixed assets under the head “Other Accountss” in the Balance
Acquisition of Fixed Assets. Sheet.
Investment in Fixed
2016 26,127,300 Under the head “Cash In Hand & at Banks" in the Balance Sheet.
Deposit with Banks.
Investment in Fixed
2017 24,385,500 Under the head “Cash In Hand & at Banks" in the Balance Sheet.
Deposit with Banks.

2018 26,824,000 Investment in Share Under the head “Investment" in the Balance Sheet.

Investment in Fixed
2020 8,851,500 Under the head “Cash In Hand & at Banks" in the Balance Sheet.
Deposit with Banks.
Total as on
303,916,600
31-12-2021

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

(c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form of
investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief description of business and
financials of such venture;

The Company has no objective to invest its net proceeds of IPO in any Joint venture, a subsidiary, and associate or acquisition
purpose.

(d) If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned. In this
connection, copies of contract to meet the additional funds are required to be submitted to the Commission. The means and
source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the proceeds
of the issue along with utilization of such funds;

The Company does not required additional fund.

268
(e) A schedule mentioning the stages of implementation and utilization of funds received through public offer in a tabular
form, progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, the
approximate date of completion of the project and the projected date of full commercial operation etc. The schedule shall be
signed by the Chief Executive Officer or Managing Director, Chief Financial Officer and Chairman on behalf of Board of
Directors of the issuer;

Schedule of utilization of funds received through IPO

Sl. Area of utilization of IPO proceeds Amount in Tk. Approximate date of utilization of fund
1 Investment in FDR & Treasury Bond 152,761,161 Within 01 month after listing
2 Investment in Capital Market of Bangladesh 40,522,212 Within 03 month after listing
3 To meet up IPO expenses 9,327,687 Time to time as and when required
Total 202,611,060

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed Shahida Anowar
Chief Financial Officer Chief Executive Officer Chairman
Date: 10 April 2022

(f) If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used,
such as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall disclose the terms of
such contracts, and copies of the contracts shall be enclosed as annexure to the prospectus;

As per rule (B)(21)(f) of Annexure-G of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 there is no
contract covering any of the activities of the Issuer Company for which the proceeds of sale of securities from IPO is to be used.

(g) If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of working capital
requirement along with the relevant assumptions, reasons for raising additional working capital substantiating the same with
relevant facts and figures and also the reasons for financing short with long term investments and an item wise break-up of last
three years working capital and next two years projection;

IPO proceeds will not be utilized for working capital financing.

(h) Where the issuer proposes to undertake one or more activities like diversification, modernization, expansion, etc., the total
project cost activity-wise or project wise, as the case may be;

There are no such activities proposes to undertake by the issuer.

(i) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, if any, which
have already been implemented;

There are no such project shall be implemented in phase manner.

(j) The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or project cost
with sponsors, directors, key management personnel, associates and group companies;

There are no existing or anticipated material transaction shall be occurred in terms of utilization of IPO proceeds with sponsor,
directors , key management personnel, associate and group companies.

(k) Summary of the project appraisal or feasibility report by the relevant professional not connected with the issuer, issue
manager and registrar to the issue with cost of the project and means of finance, weaknesses and threats, if any, as given in
the appraisal or feasibility report;

The Company shall be utilized IPO fund as investment in government securities, FDR and Capital Market, so there is no
requirement of feasibility report in this respect.

269
Chapter- XXIII

Lock- in

270
(a) Provisions for lock in as per these Rules;

Ordinary shares of the issuer, at the time of according consent to the public issue, shall be subject to lock-in, from the first
trading day at the exchange in the following manner:

(a)shares held by sponsors, directors and shareholders holding 10% (ten percent) or more, for 03 (three) years;

(b)in case, any existing sponsor or director of the issuer transfers any share to any person, those transferred shares, for 03 (three)
years;

(c) shares allotted to any person, before 4 (four) years or more of according consent to the public issue, other than the persons
mentioned in clause (a) and (b), for 01 (one) year;

(d) shares held by alternative investment funds or by foreign investors, for 01 (one) year;

(e) shares held by any person, other than the shares mentioned in clause (a), (b), (c) and (d) above, for 02 (two) years :

Provided that ordinary shares converted from any other type of securities shall also be subject to lock-in as mentioned above.

(b) Statement of securities to be locked in for each shareholder along with BO account number, lock-in period
and number of securities to be locked-in.

Sl Name with Position Category Number of BO Account % of pre % of post Lock -


Share Number Issue paid Issue paid In
up capital up capital
1 Mr. M.G. Faruk Sponsor & Director 856,090 1202550074516968 2.8169% 1.690% 03 years
2 Mr. Md. Abu Bakar Sponsor & Director 3,036,630 1204020025900427 9.9917% 5.9950% 03 years
Siddique
3 Mrs. Habibun Nahar Sponsor 202,441,558 1206080074761273 666.109% 399.665% 03 years
4 Mr. Niaz Ahmed Sponsor 1,519,590 1204780062953821 5.000% 3.00% 03 years
5 Mr. Sk. Salahuddin Sponsor 759,790 1201530074534840 2.50% 1.500% 03 years
6 Mr. Md Azizul Hasan Sponsor 2,443,462,866 1204290074334970 8039.91% 4823.95% 03 years
7 Mr.Md.Ashik Hossain Director & 3,039,160 1204290072207473 10.00% 6.00% 03 years
Shareholder
8 Mr. Azmat Niaz Director & 670,500 1204780064599901 2.2062% 1.3237% 03 years
Shareholder
9 Mrs Nigar Sultana Director & 2,026,110 1204290074753944 6.67% 4.00% 03 years
Shareholder
10 Mrs Shirin Akhter Director & 2,532,640 1201510017460370 8.33% 5.00% 03 years
Shareholder
11 Mrs. Israt Jahan Director & 1,392,950 1204290074334970 4.58% 2.75% 03 years
Shareholder
12 Mrs. Nusrat Jahan Director & 1,392,950 1204290020673745 4.58% 2.75% 03 years
(Tania) Shareholder
13 Mrs. Shahida Anowar Director & 1,519,230 1204290004303650 5.00% 3.00% 03 years
Shareholder
14 Usama Sorwar Shareholder 2,307,270 1201960074236961 7.592% 4.555% 01 year
15 Touseef Mashrurul Shareholder 1,050,050 1201510017303000 3.46% 2.07% 01 year
Karim
16 Al-Haj Mohammad Shareholder 987,380 1202090007773196 3.249% 1.949% 03 years
Yahya
17 Mr. Anowar Hossain Shareholder 969,230 1204290007759440 3.19% 1.91% 03 years
18 Mr. Shajeel yahya Shareholder 438,700 1202090074274929 1.443% 0.866% 01 Year
19 Mr. Taha yahya Shareholder 1,267,360 1202090007773188 4.17% 2.502% 01 Year

271
20 Mr. Zhardi yahya Shareholder 439,190 1202090074275677 1.45% 0.87% 01 Year
21 Mr.Haseeb Ahmed Shareholder 499,520 1204780073540070 1.64% 0.99% 03 years
22 Mr.Md.Rezaul Karim Shareholder 1,482,580 1201510004138860 4.88% 2.93% 03 years
23 Mrs. Sharifa Khatun Shareholder 94,220 1204090074524907 0.3100% 0.186% 01 Year
24 Mrs.Sumaiya Kamal Shareholder 159,040 Yet to be open 0.523% 0.314% 01 year
Chowdhury

272
(c) Shares held by any person, other than the shares mentioned in clause (a), (b), (c) and (d) above, for 02 (two) years: (Private offer to its employees of its initial public
offer (IPO)):

Employe Joining
SL. BO Account Lock Branch
Name Designation e Share Amount NID Number Date Category
NO. Number In Name
ID
9/1/2013
01 Mir Nazim Uddin Ahmed CEO 1201830062706706 897 215125 4643694831 2 years Regular Head Office
2,151,250.00
8/2/2021
02 Md. Anisur Rahman Consultant 1201830074765718 1592 35854 2394596411 2 years Regular Head Office
358,540.00
Md. Moinul Ahsan Deputy Managing Director & 3/18/2021
03 1204500067315802 1574 60952 2803651070 2 years Regular Head Office
Chowdhury CFO 609,520.00
Sr. Vice President & Company 12/1/2008
04 Md. Akhtarruzzaman 1201900028121001 734 38154 19642612935467300 2 years Regular Head Office
Secretary 381,540.00
6/1/2021
05 Md. Alamgir Kabir Vice President, Claims 1201520000330401 1364 10757 6855976509 2 years Regular Head Office
107,570.00
A.K.M Mostaque Ahmed 11/1/2000
06 Deputy Vice President (F&A) 1201900074483118 125 28088 4606419259 2 years Regular Head Office
Khan 280,880.00
4/7/2016
07 Md. Aliur Rahman Khan Deputy Vice President (U/W) 1202600072670171 1161 27013 5612223907215 2 years Regular Head Office
270,130.00
10/28/1999
08 Abdus Samad Deputy Vice President (F&A) 1201830001647784 12 23827 6113190648779 2 years Regular Head Office
238,270.00
4/9/2000
09 Md. Habibur Rahman Sr. Manager (F&A) 1201900004628803 20 20959 1910142500269 2 years Regular Head Office
209,590.00
3/1/2015
10 Shohidul Ahsan Manager (U/W) 1202190045827539 1028 18323 2699038638389 2 years Regular Head Office
183,230.00
9/12/2004
11 Most. Mohsana Akhter Manager (Technical) 1201900074501398 487 16106 6446273093 2 years Regular Head Office
161,060.00
4/20/2000
12 Md. Mosharraf Hossain Manager (Estt.) 1206050072164311 425 18149 6725813626787 2 years Regular Head Office
181,490.00
8/2/2015
13 Mir Muntakim Mohsin Manager (Audit) 1201900074553623 1085 13524 5958298860 2 years Regular Head Office
135,240.00
12/1/2004
14 Md. Abu Sayed Bhuiyan Deputy Manager (A/C) 1201900075103758 497 19354 7310600825 2 years Regular Head Office
193,540.00
2/2/2005
15 Md. Ruhul Amin Bashar Deputy Manager (Admin) 1201900075104538 511 16163 8626908121803 2 years Regular Head Office
161,630.00
Md. Emdadul Haque 5/2/2004
16 Deputy Manager (A/C) 1201900004628811 443 16163 2696403595888 2 years Regular Head Office
(Milon) 161,630.00
5/2/2004
17 Salim Chowdhury Deputy Manager (Admin) 1201580075123538 1084 15554 2696403595888 2 years Regular Head Office
155,540.00
2/12/2008
18 Md. Didarul Islam Assistant Manager (A&E) 1201580072330822 686 12732 1322203106318 2 years Regular Head Office
127,320.00

273
Mr. Muhammad 7/17/2008
19 Assistant Manager (A/C) 1201580002134661 704 13270 0414711531261 2 years Regular Head Office
Kamruzzaman 132,700.00
10/1/2015
20 Zhorna Akter Assistant Manager (F&A) 1201900074553765 1107 11656 7799235754 2 years Regular Head Office
116,560.00
4/12/2011
21 Md. Borhan Uddin Assistant Manager(A/C) 1201900074553864 827 10652 2694259591415 2 years Regular Head Office
106,520.00
1/3/2015
22 Md. Kamal Hossain Assistant Manager (IT) 1201900069479175 1132 8716 8613647669851 2 years Regular Head Office
87,160.00
4/5/2015
23 Rezia Mahmud Assistant Manager(U/W) 1201900074487051 1031 9146 6610115380 2 years Regular Head Office
91,460.00
Assistant Manager (P.S. to MD 10/20/2019
24 Md. Rafiqul Islam 1202600002084391 1501 6995 2695046949385 2 years Regular Head Office
& Chairman) 69,950.00
2/28/2002
25 Md. Nuruzzaman Executive Officer (U/W) 1201900004810328 269 12560 1913333424617 2 years Regular Head Office
125,600.00
4/10/2017
26 A.B.M. Fazla Mukith Khan Executive Officer (Admin) 1203190030146822 1277 5030 4190684318 2 years Regular Head Office
50,300.00
12/2/2018
27 Md. Hasan Mahamud Junior Officer (A/C) 1201900074560091 1428 3660 2852480074 2 years Regular Head Office
36,600.00
5/2/2010
28 Md. Sofiqul Islam Sumon Office Assistant 1201580074558031 780 5381 5085821329 2 years Regular Head Office
53,810.00
8/21/2020
29 Md. Siddique Sarder Driver 1201900004810858 139 8770 2845914353 2 years Regular Head Office
87,700.00
Md. A. Abdul Halim 11/1/2012
30 Driver 1201900074560049 863 6773 0610279544201 2 years Regular Head Office
Gharami 67,730.00
1/11/2007
31 Shree Bivas Office Attendent 1201900070993900 672 5578 2697689523722 2 years Regular Head Office
55,780.00
1/2/2006
32 Faridha Yasmin Office Attendent 1201900074501446 575 5758 3732218023 2 years Regular Head Office
57,580.00
3/11/2015
33 Md. Nure Alam Office Attendent 1201900074560496 1026 4151 2612980859041 2 years Regular Head Office
41,510.00
4/1/2015
34 Al Imran Office Attendent 1203940074765346 1036 3990 6903852819 2 years Regular Head Office
39,900.00
Asstt. Managing Director & Br. 9/3/2014
35 Mohiuddin Chowdhury 1201960074548471 971 38723 1593524606179 2 years Regular Agrabad
Incharge 387,230.00
1/11/2015
36 Abdul Momen Asstt. Managing Director (Dev) 1205200074499487 1000 20078 1591017281056 2 years Regular Agrabad
200,780.00
9/3/2014
37 Mr. Md. Arfanur Rahman Deputy Vice President (Dev) 1204890059806249 972 17210 1592824518398 2 years Regular Agrabad
172,100.00
9/3/2014
38 Abdus Sattar Asstt. Vice President (Dev) 1201960074817658 973 17210 1527803389420 2 years Regular Agrabad
172,100.00
9/1/2020
39 Md. Sanaul Haque Raju Asstt. Vice President (Dev) 1205900074466390 1557 20078 5509427281 2 years Regular Agrabad
200,780.00

274
Sr. Vice President (Dev.) & In- 11/24/2016
40 Md. Zakir Hossain Patwary 1603700006491769 1231 51630 6864609125 2 years Regular B.B Avenue
charge 516,300.00
Deputy Manager (A/C, U/W & 2/1/2009
41 Mahabubur Rahman 1206080074731164 737 10283 3515861870868 2 years Regular B.B Avenue
Typing) 102,830.00
11/1/2007
42 Md. Mamun Or Rhasid Driver 1206080074555839 674 7696 5951424638 2 years Regular B.B Avenue
76,960.00
8/6/2015
43 Nurul Anwar Office Attendant 1206080074732910 1090 4151 3285239186 2 years Regular B.B Avenue
41,510.00
6/21/2015
44 Akhil Chandra Ghosh Office Attendant 1201890074515235 1081 4151 1028805628698 2 years Regular Badda
41,510.00
Mr. Mohammad Nizam Additional Managing Director 1/1/2014
45 1203980073915048 916 103260 2375023021 2 years Regular Banani
Uddin & Br. Incharge 1,032,600.00
Senior Vice President & 3/1/2017
46 A.S.M. Kamruzzaman Raza 1203510009391589 1274 51630 5027904122079 2 years Regular Bangshal
Incharge 516,300.00
5/9/2013
47 Md. Mubassir Hasan Vice President (Dev) 1201580017574962 887 25098 2696827761085 2 years Regular Bangshal
250,980.00
4/10/2017
48 Mr. Md. Jakir Alam Executive Officer (Dev) 1203510013947118 1278 8605 4190415119 2 years Regular Bangshal
86,050.00
1/1/2017
49 Md. Mamun Miah Asst. Manager (U/W & A/C) 1202600074542086 1242 11764 2848471393 2 years Regular Bangshal
117,640.00
Additional Managing Director 4/1/2016
50 Md. Abul Kashem 1202630019657348 1172 86050 4183606674 2 years Regular City Center
(Dev) 860,500.00
1/1/2017
51 Md. Mostain Billah Manager (Dev) 1202830020429417 1255 28683 19881911831777169 2 years Regular City Center
286,830.00
6/1/2020
52 Dipangkor Debnath Manager (Dev) 1203940074756675 1546 21513 7309262546 2 years Regular City Center
215,130.00
9/3/2020
53 Lira Binta Ali Manager (Dev) 1203300074557672 1555 17210 1487486142 2 years Regular City Center
172,100.00
6/28/2015
54 Mosammi Akter Deputy Manager (Dev) 1201580074543072 1071 25815 2695042758976 2 years Regular City Center
258,150.00
6/1/2015
55 Md. Solaiman Miah Senior Manager 1201580074438719 1058 16656 1933097014 2 years Regular City Center
166,560.00
11/6/2014
56 Md. Abdullah-Al-Mamun Manager 1203190012181250 984 18149 1917235673688 2 years Regular City Center
181,490.00
3/25/2015
57 Md. Sujon Sarder Officer 1202120074539072 1027 6823 6002649264 2 years Regular City Center
68,230.00
Mr. Delower Hossain 5/10/2006
58 Vice President & Br. Incharge 1201830074538251 595 16134 7330023503 2 years Regular Cumilla
Mazumder 161,340.00
10/1/2013
59 Mr. Md. Nazrul Islam Junior Officer 1201830074549757 900 7838 6896681423 2 years Regular Cumilla
78,380.00
7/17/2016
60 Md. Reduanul Haque Deputy Vice President 1203790070498790 1186 25815 10741511250572432 2 years Regular Dewanhat
258,150.00

275
Asstt. Managing Director (Dev) 10/5/2000
61 Md. Abdul Halim 1204430003816746 114 32269 1467629562 2 years Regular Dilkusha
& In-charge 322,690.00
6/1/2015
62 Mariamer Nessa Officer (Dev) 1202800022971724 1079 3442 2693622418196 2 years Regular Dilkusha
34,420.00
8/1/2019
63 Md. Shahab Ali Mia Driver 1203500007291150 1473 6346 9146415766 2 years Regular Dilkusha
63,460.00
Md. Amir Hossain Additional Managing Director 7/10/2018
64 1203880006906574 1396 53781 5117313205598 2 years Regular Hatkhola
Chowdhury & Branch Incharge 537,810.00
Md. Monirul Islam 8/27/2019
65 Vice Presiden (Dev) 1201720074493688 1474 25098 2695435085526 2 years Regular Hatkhola
Talukder 250,980.00
9/7/2000
66 Md. Nizamuddin Senior Vice Presiden (Dev) 1201900010560493 100 38154 4648202104 2 years Regular Hatkhola
381,540.00
4/1/2021
67 Md. Abul Kalam Vice President (Dev.) 1601880074487811 1576 28683 2698877366558 2 years Regular Hatkhola
286,830.00
10/7/2019
68 Mahmudur Rahman Deputy Manager (Dev) 1201720074502341 1496 11473 4633112430 2 years Regular Hatkhola
114,730.00
10/7/2019
69 Sharmin Nahar Senior Officer (Dev) 1201720074493795 1495 3585 4158284861 2 years Regular Hatkhola
35,850.00
7/10/2018
70 Parimal Acharjee Deputy Manager (U/W) 1202250009735106 1395 13696 4182126278 2 years Regular Hatkhola
136,960.00
7/10/2018
71 Md. Samsur Rahman Officer 1201720074493985 1398 6454 19918714731000150 2 years Regular Hatkhola
64,540.00
7/10/2018
72 Md. Manir Hossain Office Attendant 1201720074502622 1399 5557 3269154872 2 years Regular Hatkhola
55,570.00
7/10/2018
73 Abul Kashem Office Attendant 1201720074502713 1400 5557 19775518571000020 2 years Regular Hatkhola
55,570.00
Asstt. Managing Director & 3/1/2018
74 A.K.M Jamal Uddin 1301030012472473 1370 32269 7330430260 2 years Regular Kadamtali
Branch In-charge 322,690.00
2/28/2007 Karwan
75 Abdus Sattar Office Attendant 1202550074855037 635 5496 4190638579 2 years Regular
54,960.00 bazar
Deputy Vice President & Br. 9/28/2020
76 Md. Mojammal Hossain 1204220062962642 1559 24202 1592824483451 2 years Regular Khatungonj
Incharg 242,020.00
5/2/2021
77 MD Delwar Hossain Manager (Dev) 1202990074444362 1582 12047 19867516019000000 2 years Regular Khatungonj
120,470.00
5/2/2021
78 Md. Jamal Uddin Manager (Dev) 1202990074444544 1583 12047 3012569547639 2 years Regular Khatungonj
120,470.00
10/1/2017
79 Md. Jinuk Bhuiyan Office Assistant 1202990074448906 1326 4623 19934824209000014 2 years Regular Khatungonj
46,230.00
Mohammad Shahjahan 6/1/2008
80 Office Attendant 1202990074448890 671 5675 1517086869375 2 years Regular Khatungonj
Chowdhury 56,750.00
MR. Mohammad Ismail 1/3/2021
81 Office Attendant 1202990074444437 1565 2868 4214603963 2 years Regular Khatungonj
Rifat 28,680.00

276
Deputy Managing Director & 10/11/2009
82 Md. Akbar Hossain 1204290032468250 758 64537 9561908287 2 years Regular Khulna
Br. Incharge 645,370.00
Additional Managing Director 6/14/2000
83 S.M. Zakirul Alam 1203910074796261 68 103260 5502268211 2 years Regular Kushtia
& Br. Incharge 1,032,600.00
7/5/2001
84 Md. Mostafizur Rahman Manager 1203910074722493 219 18974 2352156331 2 years Regular Kushtia
189,740.00
Junior Officer (Computer 1/1/2015
85 Md. Alomgir Hosain 1203910074738645 1004 4521 5017931360249 2 years Regular Kushtia
Operator) 45,210.00
5/3/2000
86 Mohammad Mostafa Junior Officer 1201780074543535 34 7955 2695432907308 2 years Regular Laldighi
79,550.00
Md. Mazbah Uddin 11/1/2016
87 Junior Officer 1203130069543790 1225 3875 9155461743 2 years Regular Laldighi
Chowdhury 38,750.00
3/1/2001
88 Md. Anwarul Hossain Additional Managing Director 1204430003816754 186 126924 4191177981 2 years Regular Local Office
1,269,240.00
7/1/2021
89 Md. Adul Kader Executive Vice President (Dev..) 1202400074524677 1594 86050 5980267552 2 years Regular Local Office
860,500.00
7/19/2020
90 Md. Mahbubur Rahman Vice President (Dev..) 1204430053235781 1550 86050 3916119606463 2 years Regular Local Office
860,500.00
4/4/2000
91 Md. Nasir Uddin Manager (U/W) 1203880016625673 17 22846 6113190644803 2 years Regular Local Office
228,460.00
Md. Mojammel Huq 6/14/2004
92 Manager (A/C) 1204140019562499 461 18974 1936084640 2 years Regular Local Office
Bhuiyan 189,740.00
12/9/2002
93 Md. Firoz Miah Office Attendant 1204140072656718 320 6328 2695432926476 2 years Regular Local Office
63,280.00
Deputy Managing Director & 10/1/2016
94 Mr. Md. Rezaul Kabir 1204030073703748 1236 37647 8675697828 2 years Regular Malibagh
Branch Incharge 376,470.00
1/3/2019
95 Shamima Rahman Deputy Vice President (Dev) 1203110025807615 1439 31552 8728201150309 2 years Regular Malibagh
315,520.00
1/2/2017
96 Md. Tariqul Islam Deputy Vice President (Dev) 1203300021356895 1245 15489 4218427464665 2 years Regular Malibagh
154,890.00
2/16/2012
97 Mahmudul Hasan Junior Office 1202250074545526 834 7480 4205757729 2 years Regular Malibagh
74,800.00
Asstt. Managing Director & Br. 1/8/2017
98 Bishwajit Chakraborty 1202840074473434 1246 64537 2694813896286 2 years Regular Mirpur
Incharge 645,370.00
4/1/2019
99 Emon Kumar Saha Junior Officer 1202840074473252 1461 6526 19931915428000166 2 years Regular Mirpur
65,260.00
1/8/2017
100 Md. Helal Uddin Khan Office Attendant 1202840074537718 1249 5675 2674813899401 2 years Regular Mirpur
56,750.00
Senior Vice President & Br. 1/1/2005
101 Md. Kamal Khan 1602170074534821 517 43025 7911423827401 2 years Regular Motijheel
Incharge 430,250.00
11/3/2014
102 Khandukar Salma Akhter Deputy Vice President (Dev) 1202700004956708 988 8605 5530895076 2 years Regular Motijheel
86,050.00

277
3/10/2011
103 Syed Murad Hossain Senior Manager (Dev) 1202550074114145 803 19361 7911411809925 2 years Regular Motijheel
193,610.00
Vice President (Dev) & Branch 2/10/2014 Moulavi
104 Shirin Akter 1602170074545311 919 26891 2694264735714 2 years Regular
In-charge 268,910.00 Bazar
4/12/2016 Moulavi
105 Md. Khairul Bashar Asstt. Vice President (Dev) 1201700059825265 1177 5378 19652694813863898 2 years Regular
53,780.00 Bazar
3/1/2017 Moulavi
106 Md. Ziauddin Manager (Dev) 1201810000422413 1289 8605 1482032362 2 years Regular
86,050.00 Bazar
7/5/2015 Moulavi
107 Fatema Akter Asstt. Manager (Dev) 1203000058581061 1088 17210 2694261644655 2 years Regular
172,100.00 Bazar
Junior Office (U/W, A/C & 2/3/2002 Moulavi
108 Akbar Hossain Noyon 1202830006331373 263 10528 3713956161 2 years Regular
Computer) 105,280.00 Bazar
1/2/2011 Moulavi
109 Md. Atikur Rahman Office Attendant 1202830074538664 794 5137 6816095980848 2 years Regular
51,370.00 Bazar
Asstt. Vice President & Branch 5/15/2017 Mymensing
110 Md. Lal Mahamud Khan 1202400024998668 1294 32269 9313894709043 2 years Regular
Incharge 322,690.00 h
Ahmed Shamsul Islam Senior Manager (Dev) & Br. 1/12/2017
111 1203510074538118 1251 16134 4651417786 2 years Regular Nawabpur
Mehfuz Incharge(C.C) 161,340.00
9/22/2021
112 Shabnam Mostari Manager (Dev) 1602170074542699 1598 43025 3313257997397 2 years Regular Nawabpur
430,250.00
12/14/2016
113 Farid Hossain Asstt. Manager (U/W & A/C) 1602170074534998 1238 9146 8249071823 2 years Regular Nawabpur
91,460.00
Asstt. Vice President & Br. 9/25/2000
114 Md. Hasan Reza Belal 1201560074825530 107 14521 1916296302 2 years Regular Pabna
Incharge 145,210.00
11/1/2000
115 Md. Shahdat Hossain Deputy Vice President (U/W) 1203880017220560 124 32462 2695044871991 2 years Regular Paltan
324,620.00
11/26/2014
116 Md. Abul Basher Vice President (Dev) 1201510072652281 993 16134 4214363567007 2 years Regular Paltan
161,340.00
1/22/2015
117 Mst. Yeasmin Akter Shima Vice President & Br. Incharge 1201900074023615 1046 32269 6715879338809 2 years Regular Principal
322,690.00
9/1/2008
118 Md.Abdul Motaleb Asstt. Manager (Dev) 1202950055492442 717 8605 7911447775073 2 years Regular Principal
86,050.00
3/23/2002
119 S.M. Harun-or-Rashid Officer (U/W & A/C) 1202490004271771 278 12882 5091459585 2 years Regular Principal
128,820.00
Mohammad Delower 2/1/2015
120 Office Attendant 1202950063096874 1010 4474 3731210286 2 years Regular Principal
Hossain 44,740.00
11/7/2000
121 Md. Manjurul Alam Vice President & Br. Incharge 1203100004355214 131 21082 8192222316939 2 years Regular Rajshahi
210,820.00
2/28/2004
122 Md. Shalah Uddin Vice President & Br. Incharge 1202400028305193 392 28683 9574721446 2 years Regular Rangpur
286,830.00
5/23/2021
123 Mst. Afsana Begum Deputy Vice President (Dev.) 1202400074463769 1585 28683 3749429175 2 years Regular Rangpur
286,830.00

278
10/24/2002
124 Shabnam Mustary Officer (Typist) 1202400074833357 315 9846 6899809815 2 years Regular Rangpur
98,460.00
7/1/2007
125 Md. Masum Mia Office Attendant 1202400074463793 663 5560 8238053410 2 years Regular Rangpur
55,600.00
Assttt. Managing Director & 1/1/2014
126 Md. Shaheen Kawser 1204040074551102 911 55932 2693624731499 2 years Regular VIP Road
Br. In-Charge 559,320.00
Sharif Md. Mizanur 8/1/2009
127 Deputy Vice President (Dev) 1201590019608453 749 16754 2699039522166 2 years Regular VIP Road
Rahman 167,540.00
5/1/2014
128 Mosammat Naznin Asstt. Vice President (Dev) 1202430074555234 955 21513 2695433075759 2 years Regular VIP Road
215,130.00
4/1/2018
129 Shahana Akter Asstt. Vice President (Dev) 1202430074544738 1376 14342 1474689245 2 years Regular VIP Road
143,420.00
2/1/2017
130 Abdul Hye Asstt. Vice President (Dev) 1202430074563829 1260 14072 2693626672497 2 years Regular VIP Road
140,720.00
10/1/2006
131 Momin Ullah Officer (Typing, U/W & A/C) 1202430074537924 622 12380 5512540252 2 years Regular VIP Road
123,800.00

Total= 3,039,166 30,391,660

279
Chapter – XXIV

Market for the Securities Being Offered

280
Market for the Securities being offered

The issuer shall apply to the following stock exchanges in Bangladesh within 7 (seven) working days from the date of
consent accorded by the Commission to issue Prospectus.

Sl Name of the Exchange Logo Address


Stock Exchange Building, 9/F Motijheel C/A,
1 Dhaka Stock Exchange Limited (DSE) Dhaka, Bangladesh
Phone: 88-02-9564601, 9576210-18

CSE Building, 1080, Sk. Mujib Road Agrabad,


2 Chittagong Stock Exchange Limited (CSE) Chittagong, Bangladesh
Tel: +88(0) 31-714632-3

Declaration about listing of shares with the Stock Exchange(s)

If none of the Stock Exchange(s), if for any reason, grant listing within (as per consent letter) 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 exchange, or from the date of expiry of the said (as per
consent letter) 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.

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.

The issue shall be placed in “N” Category.

281
Chapter –XXV

Description of securities outstanding or being offered

282
Description of securities outstanding or being offered:
All types of securities outstanding or being offered with date or proposed date of such issue and to whom those are offered,
number of securities and issue or offer price along with the following information:
(a) Dividend, voting and preemption 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 of 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 in person 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 of in terms of the guidelines issued by the BSEC from time to time.
(b) Conversion and liquidation rights;
If The Company at any time issue convertible preference shares or debenture with the consent of the BSEC or other relevant
regulatory authority, such holders of securities shall be entitled to convert such securities into ordinary shares if it is so
determined by the Company. Subject to the provisions of Companies Act 1994, Articles of Association of the Company and
relevant rules in force, the shares,if any,of the Company are freely transferable, the Company shall not change any fee for
registering transfer of shares.No transfer shall be made to firms, minors or persons of unsound mental health.

(c) Dividend policy;

a) The profit of the Company, subject to any special right relating thereto created or authorized to be created by the
Memorandum of Association 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 larger dividend shall be declared than is recommended by the Directors, but The Companyin its General Meeting may
declare a smaller dividend. The declaration of Directors as to the amount of Net Profit of The Companyshall be conclusive.
c) No dividend shall be payable except out of the profits of The Companyor 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 Companymay justify.
e) A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer.
f) There is no limitation on the payment dividends to the common stockholders of the Company.
(d) Other rights of the securities holders.
The Directors shall present the financial statements as required under the law & International Accounting Standard as adopted
in Bangladesh. 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 as adopted in Bangladesh 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 unaudited, published by The Companyfrom 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 Companyas provided for the Section 84 of the Companies Act 1994.
In terms of the provisions of the Companies Act, 1994, Articles of Association of The Companyand other relevant rules in force,
the shares of The Companyare freely transferable. The Companyshall not charge any fee for registering transfer of shares. No
transfer shall be made to a firm, an infant/minor or person of unsound mind.

283
Chapter –XXVI

Financial Statements

284
(a) The latest financial statements prepared and audited by the Commission‟s panel auditors in adherence to the provisions
of the Securities and Exchange Rules, 1987, the Companies Act, 1994, International financial Reporting and Auditing
Standards as adopted in Bangladesh from time to time and any other law as applicable;

Independent Auditor‟s Report

To the Shareholders of Islami Commercial Insurance Company Limited

On the Audit of the Financial Statements

For the Year Ended 31st December, 2021

Opinion

We have audited the financial statements of Islami Commercial Insurance Company Limited (the Company), which comprise the balance sheet
as at 31 December 2021 and the profit and loss accounts, statement of changes in equity and cash flow statements for the year then ended, and
notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying Financial Statements gives true and fair view of the financial position of the company as at 31 December 2021,
and of its financial performance and its cash flows for the year ended in accordance with International Financial Reporting Standards (IFRSs).

Basis for Opinion

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further
described in the Auditors‟ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company
in accordance with the International Ethics Standards Board for Accountants‟ Code of Ethics for Professional Accountants (IESBA Code), and we
have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is
sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

1) As disclosed to the financial statement, initial application of IFRS-16 leases which came into effect from 1st January 2019 was not
complied by the company. IFRS-16 introduce new or amended requirement with respect to lease accounting. It introduces significant
change to lessee accounting by removing the distinction between operating and finance lease and requiring the recognition of a right-
of-use asset and a lease liability at commencement for all leases, except for short-term leases and leases of low value assets.

2) The Insurance Development and Regulatory Authority (IDRA) issued a SRO no. 280-Law/2018 dated 26 September, 2018 for good
governance about Management expense.By the said SRO IDRA prescribed a limit of management expense. As disclosed in the Note
#19 the showed Management Expense amounting TK. 19,00,24,676. During the audit operation we find the Company Management
Expenses Exceeds by Tk. 4,66,45,765 which is higher than the limit allowable as prescribed in SRO no. 280-Law/2018 dated 26
September, 2018 of gross premium during the year. Our opinion is not modified in these regards.

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further
described in the Auditors‟ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company
in accordance with the International Ethics Standards Board for Accountants‟ Code of Ethics for Professional Accountants (IESBA Code),
Bangladesh Securities and Exchange Commission (BSEC) and Bangladesh Bank, and we have fulfilled our other ethical responsibilities in
accordance with the IESBA Code and the Institute of Chartered Accountants of Bangladesh (ICAB) Bye-Laws. We believe that the audit evidence
we have obtained is sufficient and appropriate to provide a basis for our opinion.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the
current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. For the matter stated below, our description of how our audit addressed the
matter is provided in that context.

We have fulfilled the responsibilities described in the Auditor‟s responsibilities for the audit of the Financial Statements section of our report,
including in relation to these matters. Accordingly, our audit included the performance of procedures designed to respond to our assessment of
the risks of material misstatement of the Financial Statements. The results of our audit procedures including the procedures performed to
address the matter below, provide the basis of our audit opinion on the accompanying financial statements.

285
Premium Income

Risk Our response to the risk

Gross general insurance premiums comprise the total With respect to premium in respect of various types of
premiums comprise the total premium received for The whole insurance we carried out the following procedures:
period of cover provided by contracts entered into during the
accounting period.  The design and operating effectiveness of key
controls around premium income recognition
process.
 Carried out analytical procedures and
Given the important nature, connections to other Items to the recalculated premium income for the
financial statements and sensitivity of the item we believe period.
this area pose high level of risk  Carried out cut-off testing to ensure unearned
premium income has not been included in the
premium income.
 On a sample basis reviewed policy to ensure
appropriate policy stamp was affixed to the
contract and the same has been reflected in the
premium register.
 Ensured on a sample basis that the premium
Income was being deposited in the designated bank
account.
 Tested on as sample basis to see that appropriate
VAT.
Was being collected and deposited to bank through Treasury
challan.

 For a sample insurance contracts tested to see if


appropriate level of reinsurance was done and
whether that re-insurance premium was deducted
from the gross premium.
 Applying specialist judgment ensured if there is any
impairment of the reinsurer.
 Finally assessed the appropriateness and
presentation of the disclosures against relevant
accounting standards, Insurance Act 1938 (as
amended in 2010), Insurance Rules, 1958 and other
applicable rules and regulations and regulatory
guidelines.

Investments

Risk Our response to the risk

The company made a number of Investments in the listed and We tested the design and operating effectiveness of key
unlisted capital market with required regulatory permission. controls around monitoring, valuation and updating of prices
Income generated from the investments (realized gain and of the positions held by the company from trusted sources.
dividend received) is credited to the Profit & Loss Account. Additionally, we performed the following:
Unrealized capital gain or loss if any is transferred to the
Investment Fluctuation Fund subsequently or as per the policy
of the company.
 Obtained year- end share holding positions from the
This item has significant impact on the earnings performance company and through directional testing assessed
of the company and return to the shareholders and might the completeness of the report.
be prone to misreporting as large unreported fall in the value of  Ascertained the valuation of the holding as per IFRS
any holding may wipe out the value of the portfolio and 13.
hamper the distribution capability of the company.  Reviewed and challenged the assumptions used for
the valuation models for any unquoted securities.
 Recalculated unrealized gain or loss at the year end.
 Carried out cut-off testing to ensure unrealized gain
or loss was recognized in the correct period.

286
 Obtained the CDBL report and Share portfolio and
cross checked against each other to confirm
unrealized gain or loss.
 Check the subsequent positioning of this unrealized
amount after the year-end.
 Finally assessed the appropriateness and
presentation of the disclosures against relevant
accounting standards, Insurance Act 1938 (as
amended in 2010), Insurance Rules, 1958 and other
applicable rules and regulations and regulatory
guidelines.

Estimated Liability in respect of outstanding claims whether due or intimated and claim payment.

Risk Our response to the risk

This account represents the claim due or intimated from the We tested the design and operating effectiveness of controls
insured and involves significant management judgment and around the due and intimated claim recording process. We
risk of understatement. In extreme scenario this item may have additionally carried out the following substantive testing's
going concern implications or the company. around the item:

 Obtained the claim register and tested for


completeness of claims recorded in the register on a
sample basis.
 Obtained a sample of claimed policy copy and cross
check it with claim.
 Obtained a sample of survey reports and cross
checked those against respective ledger balances and
in case of discrepancy carried out further
investigation.
 Obtained and discussed with management about
their basis for estimation and challenged their
assumptions where appropriate.
 Reviewed the claim committee meeting minutes
about decision about impending claims.
 Tested a sample of claims payments with intimation
letter, survey report, bank statements, claim payment
register and general ledger.
 Finally assessed the appropriateness and
presentation of disclosures against relevant
accounting standards, Insurance Act 1938 (as
amended in 2010), Insurance Rules, 1958 and other
applicable rules and regulations and regulatory
guidelines.

IT systems and controls

Risk Our response to the risk

Our audit procedures have a focus on information We tested the design and operating effectiveness of the Company‟s
technology systems and controls due to the pervasive IT access controls over the information systems that are critical to
nature and complexity of the IT environment, the large financial reporting. We tested IT general controls (logical access,
volume of transactions processed in numerous locations changes management and aspects of IT operational controls). This
daily and the reliance on automated and IT dependent included testing that requests for access to systems were appropriately

287
manual controls. reviewed and authorized. We tested compensating controls or
performed alternate procedures. In addition, we understood where
relevant, changes were made to the IT landscape during the audit
period and tested those changes that had a significant impact on
financial reporting.

Other Information

Management is responsible for the other information. The other information comprises all of the information in the annual report other than
financial statements and our auditors' report thereon. The directors are responsible for the other information.

Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether
the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be
materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information; we
are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements and Internal Controls

Management is responsible for the preparation and fair presentation of the financial statements in accordance with International Financial
Reporting Standards (IFRSs), the Companies Act 1994, the Insurance Act 2010, the Insurance Rules 1958, the Securities and Exchange Rules 2020,
and other applicable Laws and Regulations and for such internal control as management determines is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company's ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate
the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company's financial reporting process.

Auditor's Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is
not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can
arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably expected to influence the
economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We
also:

 Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform
audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our
opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud
may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
 Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control.
 Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made
by management.
 Conclude on the appropriateness of management's use of the going concern basis of accounting and, based on the audit evidence
obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company‟s ability
to continue as a going concern. If we conclude that material uncertainty exists, we are required to draw attention in our auditor‟s
report to the related disclosures in the financial statement or, if such disclosures are inadequate, to modify our opinion. Our
conclusions are based on audit evidence obtained up to the date of our auditor‟s report. However, future events or conditions may
cause the companies to cease to continue as a going concern.

 Evaluate the overall presentation, structure, and content of the financial statements, including the disclosers, and whether the financial
statements represent the underlying transaction and events in a manner that archives fair presentation.

288
We communicate with those charged governance with a statement that we have completed with relevant ethical requirements regarding
independence, and to communicate with the mail relationships and other matters that may reasonably be thought to bear on our independence,
and where applicable, related safeguards. From the matters communicated with those charged with governance, we determine those matters
that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters we describe
these matters in our auditors report unless law or regulation precludes public disclosure about the matter of when in extremely rare
circumstance, we determine that a matter should not be communicated in our report because the adverse consequence of doing would
reasonably be expected to outweigh the public interest benefits of such communication.

Report on Other Legal and Regulatory requirements

In accordance with the Companies Act 1994, the Insurance Act 2010, the Insurance Rules 1958, the Securities and Exchange Rules 2020 and
relevant notifications issues by Bangladesh Securities and Exchange Commission, we also report that:

a) In our opinion, proper books of accounts, records and other statuary books as required by law have been kept by the Company so far
as it appeared from our examination of those books;

b) The Company‟s management has followed relevant provisions of laws and rules in managing the affairs of the company and proper
books of accounts records and other statutory books have been maintained and (where applicable) proper returns adequate for the
propose of our audit have been received from branches not visited by us;

c) As per section 63(2) 0f the insurance Act, 2010 as amended, we certify that to the best of our knowledge and belief and according to the
information and explanations given to us, all expenses of the management wherever incurred and whether directly or indirectly, in
respect of insurance business of the company transacted in Bangladesh during the year under report have been fully charged to the
related Revenue Accounts and the statements of profit or loss & other comprehensive income of the company; and

d) As per section 54(5) of Insurance Act, 2010 as amended, we report that to the best of our information and as shown by its books, the
company during the year under report has not paid any persons any commissions is any form outside Bangladesh in respect of any of
its business re-insured abroad;

e) The Company‟s Statement of financial Position, Statement of Profit and Loss and Other Comprehensive Income, Statement of, Related
Revenue Accounts, Statements of Changes in Equity and Statement of Cash Flows of the Company together with the Annexed Notes
dealt with by the report are in agreement with the books of accounts and returns; and

f) The expenditure incurred was for purpose of the Company‟s business.

__________Sd/-_______________

AKM Kamrul Islam, FCA


Senior Partner
Dhaka Enrolment No.- 670
Dated: 13th March, 2022 Islam Aftab Kamrul & Co.
Chartered Accountants
DVC No:- 2204030670AS885357

289
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
Statement of Financial Position
As at December 31,2021

Particulars Notes Amount in Taka

31.12.2021 31.12.2020
EQUITY AND LIABILITIES:
Share Capital 3.00
Authorized Capital :
10,00,00,000 Ordinary Shares of Taka 10 each 3.01 1,000,000,000 1,000,000,000

Issued, Subscribed and paid up Capital 3.02 303,916,600 303,916,600


3,03,91,660 Ordinary Shares of Taka 10 each

Reserve or Contingency Account 4.00 333,075,555 287,226,104


Reserve for Exceptional Losses 4.01 152,049,754 138,644,927
Profit & Loss Appropriation Account 4.02 35,317,055 35,620,388
Revaluation Reserve 4.03 105,604,768 93,854,130
Reserve for Investment Fluctuation Fund 4.04 40,103,978 19,106,659

Total Shareholders' Equity 636,992,155 591,142,704

Balance of Funds & Accounts: 5.00 138,833,142 148,748,039


Fire Insurance Business 35,076,914 43,346,708
Marine (Cargo) Insurance Business 66,612,504 61,946,119
Marine (Hull) Insurance Business 7,974,788 7,426,988
Motor Insurance Business 15,141,839 25,836,711
Miscellaneous Insurance Business 14,027,097 10,191,513

Liabilities and Provisions 311,185,458 229,752,166


Estimated Liabilities in respect of Outstanding 6.00 39,467,482 44,915,530
Claims whether due or intimated
Amount Due to Other Persons or Bodies Carrying on Insurance 7.00 133,966,665 86,849,643
Business
Deposit Premium 8.00 16,190,214 9,312,390
Sundry Creditors 9.00 22,766,475 10,002,554
Provision for Taxation 10.00 98,947,683 78,771,616
Deferred Tax Liabilities 11.00 (153,061) (99,567)

Total Shareholder's' Equity and Liabilities 1,087,010,755 969,642,909


The annexed Notes 1 to 38 form an integral part of these financial statements.
Sd/- Sd/- Sd/- Sd/-
Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman
Signed in terms of our report of even date

Sd/-
AKM Kamrul Islam, FCA
Senior Partner
Enrolment No:- 670
Dated : 13th March, 2022 Islam Aftab Kamrul & Co.
Place: Dhaka Chartered Accountants
DVC No:- 2204030670AS885357

290
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
Statement of Financial Position
As at December 31, 2021

Particulars Notes Amount in Taka

31.12.2021 31.12.2020
PROPERTY AND ASSETS
Non-Current Assets 393,513,282 367,614,652
Fixed Assets 12.00 158,177,119 153,741,712
Investment-At cost (BGTB) 13.01 25,000,000 25,000,000
Investment in Share 13.02 210,336,163 188,872,940

Current Assets 337,848,203 304,133,158


Accrued Interest 14.00 8,553,728 7,713,733
Amount due from other persons or bodies carrying on 15.00 204,636,716 189,291,948
insurance business
Sundry Debtors 16.00 124,657,759 107,127,477

Stamps in Hand 67,506 117,889


Printing & Stationary in Hand 970,590 969,450
Cash and Cash Equivalent: 17.00 354,611,174 296,807,760
Fixed Deposit Account 17.01 263,400,000 240,200,000
STD & Current Account 17.02 64,396,097 49,179,143
Cash With Bo Accounts & CDBL 17.03 20,558,665 1,093,008
Cash in Hand 6,256,412 6,335,609

Total Property and Assets 1,087,010,755 969,642,909


Net Assets Value (NAV) per share 23.00 20.96 19.45

The annexed Notes 1 to 38 form an integral part of these financial statements.

Sd/- Sd/- Sd/- Sd/-


Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman

Signed in terms of our report of even date

Sd/-
AKM Kamrul Islam, FCA
Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357

291
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
Statement of Profit or Loss and Other Comprehensive Income
For the year ended December 31, 2021
PARTICULARS Notes Amount in Taka
31. 12.2021 31.12. 2020
Operating profit/(loss) transferred from: 69,970,182 57,131,859
Fire Revenue Account (39,970,954) (42,855,515)
Marine Cargo Revenue Account 76,505,561 67,332,841
Marine Hull Revenue Account (667,836) (2,426,370)
Motor Revenue Account 16,766,474 22,761,942
Miscellaneous Revenue Account 17,336,937 12,318,961
Non-operating income
Interest Dividend & Rent :
Interest Income 18.01 16,017,727 11,124,472
Cash Dividend on Share 18.02 1,602,798 2,639,143

Other Income 19.00 14,945,676 (7,854,753)


Capital Gain/(Loss) 19.01 14,945,676 (7,932,050)
Miscellaneous-Co-Insurance Service Charge - 77,297

Total Income 102,536,383 63,040,721


Less: Management Expenses 24,540,835 16,696,290
Directors‟ fees 189,750 264,500
Audit fee 126,500 92,000
Legal expenses 854,200 52,496
Advertisement 186,278 160,440
Authorized Capital raising / Consent Fee 230,000
Branch Licence and Training Expenses 249,500 308,850
Leavy and Annual Subscription to BIA 100,000 200,000
Donation & Subscription 329,350 909,723
Registration and Renewals 1,102,668 1,026,250
Credit Rating Fee 119,444 160,000
Annual General Meeting - 190,302
Compensation for non issuing IPO 8,115,000
Compensation to Custom, Excise & VAT - 1,040,000
Paid to IDRA & UMP Charge 1,409,221 802,508
Worker's Profit Participation Fund (WPPF) 3,899,777 2,317,222
Depreciation (Sch-A) 7,859,147 8,941,999
Net Profit/(Loss) before tax 77,995,548 46,344,431
20,122,573 15,091,278
Current Tax 10.00 20,176,067 15,149,724
Deferred Tax 11.00 (53,494) (58,446)
Profit after tax 57,872,975 31,253,153
102,536,383 63,040,721

Earning Per Share(share Tk. 10 each) 22.00 1.82 1.03

The annexed Notes 1 to 38 form an integral part of these financial statements.


Sd/- Sd/- Sd/- Sd/-
Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman
Signed in terms of our report of even date
Sd/-
AKM Kamrul Islam, FCA
Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357

292
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
Statement of Other Comprehensive Income
For the year ended December 31, 2021

PARTICULARS Notes Amount in Taka

31.12. 2021 31.12.2020

Balance brought forward from previous year 35,620,388 12,265,733


Net profit for the year brought down 77,995,548 46,344,431
Deferred Tax Income 53,494 58,446
Brought down from Reserve for Investment Fluctuation Fund 5,953,302

Total 113,669,430 64,621,912

Reserve for Exceptional Loss 4.01 13,404,827 5,000,000


Provision for Income Tax 10.00 20,176,067 15,149,724
Stock Dividend 8,851,800
Cash Dividend Paid 21,274,162 -
Income Tax paid previous years 2,500,000 -
Reserve for Investment Fluctuation Fund 20,997,319 -
Balance Transferred to Balance Sheet 35,317,055 35,620,388
Total 113,669,430 64,621,912

The annexed Notes 1 to 38 form an integral part of these financial statements.

Sd/- Sd/- Sd/- Sd/-


Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman
Signed in terms of our report of even date

Sd/-
AKM Kamrul Islam, FCA
Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357

293
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
CONSOLIDATED REVENUE ACCOUNT
For the year ended December 31, 2021
PARTICULARS Fire Marine Marine Motor Misc. Total Total
Cargo Hull 2021 2020
Claims under policies less Re-insurance :

Paid During the year 84,418,304 10,214,770 - 7,388,551 147,218 102,168,843 98,136,882
Add : Total estimated liability in respect of 17,299,738 4,952,849 2,750,000 13,554,895 910,000 39,467,482 44,915,530
outstanding claims at the end of the year whether due
or intimated
101,718,042 15,167,619 2,750,000 20,943,446 1,057,218 141,636,325 143,052,412
Less : Outstanding claims at end of the previous year 24,806,020 8,305,164 1,000,000 7,187,089 3,617,257 44,915,530 50,626,675
Claims for the period 76,912,022 6,862,455 1,750,000 13,756,357 (2,560,039) 96,720,795 92,425,737
Agent Commission 8,245,982 8,375,348 1,027,177 1,776,921 3,087,249 22,512,677 63,426,379
Expenses of Management (Notes-19) 74,751,950 76,164,669 5,501,693 16,152,887 17,453,477 190,024,676 174,313,553
Stamp Duty 217,650 - - 339,415 35,300 592,365 727,885
Profit /(Loss) transferred to Profit & Loss Account (39,970,954) 76,505,561 (667,836) 16,766,474 17,336,937 69,970,182 57,131,859

Reserve for Unexpired Risk 35,076,914 66,612,504 7,974,788 15,141,839 14,027,097 138,833,142 148,748,039
Total 155,233,564 234,520,537 15,585,822 63,933,893 49,380,021 518,653,837 536,773,452
Balance of account at the beginning of the year :
Reserve for Unexpired Risks 43,346,708 61,946,119 7,426,988 25,836,711 10,191,513 148,748,039 141,838,023
Premium Less Re-insurance (Notes-19) 87,692,286 166,531,261 7,974,788 37,854,598 35,067,742 335,120,675 360,729,615
Commission on Re-insurance ceded 24,194,570 6,043,157 184,046 242,584 4,120,766 34,785,123 34,205,814
Total 155,233,564 234,520,537 15,585,822 63,933,893 49,380,021 518,653,837 536,773,452

Sd/- Sd/- Sd/- Sd/-


Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman

Sd/-

AKM Kamrul Islam, FCA


Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357

294
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
FIRE INSURANCE REVENUE ACCOUNT
For the year ended December 31, 2021

PARTICULARS Notes Amount in Taka

31.12. 2021 31.12. 2020


Balance of account at the beginning of the year :

Reserve for Unexpired Risks 43,346,708 42,915,229

Premium Less Re-insurance 20.00 87,692,286 108,366,770


Commission on Re-insurance ceded 24,194,570 22,251,437
(including profit commission)
Total 155,233,564 173,533,436

Claims under policies less Re-insurances :


Paid During the Period 84,418,304 86,968,170
Add : Total estimated liability in respect of outstanding claims at the end of the year
whether due or intimated.
17,299,738 24,806,020
101,718,042 111,774,190

Less : Outstanding claims at end of the previous year 24,806,020 42,550,500


Total Claims under Policies less Re-Insurance : 76,912,022 69,223,690

Agent Commission 8,245,982 27,627,024


Insurance Stamps Consumed 217,650 272,750
Expenses of Management 21.00 74,751,950 75,918,779
Profit /(Loss) transferred to Profit & Loss Account (39,970,954) (42,855,515)

Reserve for Unexpired Risks, being 40% of the net premium Income of the period 35,076,914 43,346,708

Total 155,233,564 173,533,436

Sd/- Sd/- Sd/- Sd/-


Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman

Sd/-

AKM Kamrul Islam, FCA


Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357

295
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
MARINE CARGO INSURANCE REVENUE ACCOUNT
For the year ended December 31, 2021

Amount in Taka
PARTICULARS Notes
31.12. 2021 31.12. 2020
Balance of account at the beginning of the year :

Reserve for Unexpired Risks 61,946,119 54,554,836


Premium Less Re-insurance 20.00 166,531,261 154,865,297
Commission on Re-insurance ceded
6,043,157 6,326,231
(including profit commission)
Total 234,520,537 215,746,364

Claims under policies less Re-insurances :


MD. AKHTARUZZAMAN A.K. MOMTAZ KHAN NADIM AHMED KHAN
Paid During the period 10,214,770 353,349
MD. AKHTARUZZAMAN A.K. MOMTAZ KHAN NADIM AHMED KHAN
Add : Total estimated liability in respect of outstanding claims
4,952,849 8,305,164
at the end of the year whether due or intimated.
15,167,619 8,658,513

Less : Outstanding claims at end of the previous year 8,305,164 3,550,650

Total Claims under Policies less Re-Insurance : 6,862,455 5,107,863


Agent Commission 8,375,348 21,707,514
59,652,027
Expenses of Management 21.00 76,164,669

Profit /(Loss) transferred to Profit & Loss Account 76,505,561 1 67,332,841


3
Reserve for Unexpired Risks, being 40% of the net premium
66,612,504 61,946,119
Income of the period

Total 234,520,537 215,746,364

Sd/- Sd/- Sd/- Sd/-


Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman

Sd/-

AKM Kamrul Islam, FCA


Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357
296
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
MARINE HULL INSURANCE REVENUE ACCOUNT
For the year ended December 31, 2021

Amount in Taka
PARTICULARS Notes
31.12.2021 31.12. 2020
Balance of account at the beginning of the year :

Reserve for Unexpired Risk 7,426,988 4,709,133


Premium less Re-insurance 20.00 7,974,788 7,426,988
Commission on Re-insurance ceded
184,046 -
(including profit commission)
Total 15,585,822 12,136,121

Claims under policies less Re-insurance :


Paid During the period - 568,595
MD. AKHTARUZZAMAN NADIM AHMED
Add : Total estimated liability in respect of outstanding claims at the
2,750,000 1,000,000
end of the year whether due or intimated.
2,750,000 1,568,595

Less : Outstanding claims at end of the previous year 1,000,000 -

Total Claims under Policies less Re-Insurance : 1,750,000 1,568,595

Agent Commission 1,027,177 1,485,305


Insurance Stamp Consumed - -
Expenses of Management 21.00 5,501,693 4,081,603

Profit /(Loss) Transferred to Profit & Loss Account (667,836) (2,426,370)


Reserve for Unexpired Risks, being 100% of the net premium Income
7,974,788 7,426,988
of the period

Total 15,585,822 12,136,121

Sd/- Sd/- Sd/- Sd/-


Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman

Sd/-

AKM Kamrul Islam, FCA


Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357

297
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
MOTOR INSURANCE REVENUE ACCOUNT
For the year ended December 31, 2021

Amount in Taka
PARTICULARS Notes
31.12.2021 31.12. 2020
Balance of account at the beginning of the year
Reserve for Unexpired Risks 20.00 25,836,711 28,498,409
Premium less Re-insurance 37,854,598 64,591,777
Commission on Re-insurance ceded
242,584 534,128
(including profit commission)
Total 63,933,893 93,624,314

Claims under policies less Re-insurance :


Paid During
MD.the period
AKHTARUZZAMAN A.K. MOMTAZ KHAN 7,388,551 9,421,864
NADIM AHMED
Add : Total estimated liability in respect of outstanding claims at the
13,554,895 7,187,089
end of the year whether due or intimated
20,943,446 16,608,953

Less : Outstanding claims at end of the previous year 7,187,089 4,525,525

Total Claims under Policies less Re-Insurance : 13,756,357 12,083,428

Agent Commission 1,776,921 8,672,205


Insurance Stamps Consumed 339,415 420,385

Expenses of Management 21.00 16,152,887 23,849,643

Profit /(Loss) transferred to Profit & Loss Account 16,766,474 22,761,942


Reserve for Unexpired Risks, being 40% of the net premium Income 8
of the period 15,141,839 25,836,711

Total 63,933,893 93,624,314

Sd/- Sd/- Sd/- Sd/-


Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman

Sd/-
AKM Kamrul Islam, FCA
Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357

298
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
MISCELLANEOUS INSURANCE REVENUE ACCOUNT
For the year ended December 31.2021

Amount in Taka
PARTICULARS Notes
31.12. 2021 31.12. 2020
Balance of account at the beginning of the year :

Reserve for Unexpired Risks 10,191,513 11,160,416


Premium Less Re-insurance 20.00 35,067,742 25,478,783
Commission on Re-insurance ceded
4,120,766 5,094,018
(including profit commission)
Total 49,380,021 41,733,217

Claims under policies less Re-insurance :


Paid During the Period 147,218 824,904
Add : Total estimated liability in respect of outstanding claims at the
MD.
end of the AKHTARUZZAMAN
year whether due or intimated. A.K. MOMTAZ KHAN 910,000 3,617,257
NADIM AHMED KHAN
MD. AKHTARUZZAMAN A.K. MOMTAZ KHAN 1,057,218 4,442,161
NADIM AHMED KHAN

Less : Outstanding claims at end of the previous year 3,617,257 -

Total Claims under Policies less Re-Insurance : (2,560,039) 4,442,161

Agent Commission 3,087,249 3,934,331

Insurance Stamps Consumed 35,300 34,750

Expenses of Management 21.00 17,453,477 10,811,501

Profit /(Loss) transferred to Profit & Loss Account 17,336,937 3 12,318,961

Reserve for Unexpired Risks, being 40% of the net premium Income 2
14,027,097 10,191,513
of the period

Total 49,380,021 41,733,217

Sd/- Sd/- Sd/- Sd/-


Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman

Sd/-

AKM Kamrul Islam, FCA


Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357

299
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED

Statement of Changes in Equity for the Year ended 31st December, 2021 Amount in Taka
Reserve for
Reserve for
Proposed Stock Revaluation Investment Retained
Particulars Share Capital Exceptional Total
Dividend Reserve Fluctuation Earnings
Loss
Fund
Balance as on 1st January, 2021 303,916,600 - 138,644,927 93,854,130 19,106,659 35,620,388 591,142,704

Addition during the year - 13,404,827 11,750,638 20,997,319 23,470,829 69,623,613

Prior Year Adjustment (Tax paid on the basis of the


(2,500,000) (2,500,000)
Previous year's assessments)

Cash Dividend (21,274,162) (21,274,162)

Stock Dividend - - - - - -

Total as at 31st December, 2021 303,916,600 - 152,049,754 105,604,768 40,103,978 35,317,055 636,992,155

Balance as on 1st January, 2020 295,064,800 - 133,644,927 93,854,130 25,059,961 12,265,733 559,889,551
Addition during the year 5,000,000 (5,953,302) 32,206,455 31,253,153

Stock Dividend for the year 2019 8,851,800 - - - - (8,851,800) -

Total as at 31st December, 2020 303,916,600 - 138,644,927 93,854,130 19,106,659 35,620,388 591,142,704

The annexed Notes 1 to 38 form an integral part of these


financial statements.

Sd/- Sd/- Sd/- Sd/-


Mir Nazim uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman

Sd/-
AKM Kamrul Islam, FCA
Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357

300
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
HEAD OFFICE
CASH FLOW STATEMENT
FOR THE YEAR ENDED 31ST DECEMBER, 2021

BALANCE AS AT BALANCE AS AT
PARTICULARS 31ST DECEMBER, 31ST DECEMBER,
2021 2020
Cash Flow from Operating Activities
Collection From Premium & Other income 27 387,021,098 485,601,310
Payment for management expenses, Re-insurance, Claim &
Commission 28 (265,172,239) (474,871,896)
Cash Generated from Operations 121,848,859 10,729,414
Income Tax Paid & Deducted at Source 29 (20,764,144) (11,385,141)
Net Cash Generated from Operating Activities 101,084,715 (655,727)

Cash Flow from Investing Activities


Investment in Bonds / Shares (21,463,223) 10,723,435
Acquisition of Property, Plant & Equipment's etc. (543,916) 7,021,395
Security Deposit & Advance (3,713,500)
Disposal of Property, Plant and Equipment's
Net Cash used in Investing Activities (22,007,139) 14,031,330

Cash Flow from Financing Activities


Dividend Paid (21,274,162)
Loan paid against Lien of FDR (49,360,000)

Net Cash Generated/ (Used) in Financing Activities (21,274,162) (49,360,000)


Net Increase in Cash and Bank Balances 57,803,414 (35,984,397)
Cash and Bank Balances at Beginning of Year 296,807,760 332,792,157
Cash and Bank Balances at End of Year 354,611,174 296,807,760
Net operating cash flow per share (NOCFPS) 30
Net Cash Generated from Operating Activities 101,084,715
Number of outstanding Share 30,391,660
Net operating cash flow per share (NOCFPS) 3.33 (0.02)

Sd/- Sd/- Sd/- Sd/-


Mir Nazim Uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman
Signed in terms of our report of even date

Sd/-

AKM Kamrul Islam, FCA


Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357
301
FORM - "AA"
Classified Summary of Assets of
Islami Commercial Insurance Company Limited
As at December 31, 2021
Amount in Taka
Realizable Remarks
Class of Assets Book Value
Value (if any)
Bangladesh Govt. Treasury
25,000,000 25,000,000 At Cost
Bond (BGTB)

Investment in Shares 210,336,163 170,232,185 Market Value

Interest accrued but not due 8,553,728 8,553,728 Realizable Value

Amount due from Other


Persons or Bodies Carrying on 204,636,716 204,636,716 Realizable Value
Insurance business
Sundry Debtors (including
Advance deposit & 124,657,759 124,657,759 Realizable Value
prepayments)

Cash in hand and at banks : 354,611,174 354,611,174 Realizable Value


Fixed Deposit with Banks 263,400,000 263,400,000
Cash at Bank 64,396,097 64,396,097
Cash in Hand 6,256,412 6,256,412
Cash With Bo Accounts 20,558,665 20,558,665

Inventories 1,038,096 1,038,096.00 At cost


Stamps in hand 67,506 67,506.00
Printing and Stationary in hand 970,590 970,590.00

Fixed Assets 158,177,119 158,177,119 Written down value

Total Tk. 1,087,010,755 1,046,906,777

Sd/- Sd/- Sd/- Sd/-


Mir Nazim Uddin Ahmed Md. Ashik Hossain Nusrat Jahan (Tania) Shahida Anowar
Chief Executive Officer Director Director Chairman

Sd/-
AKM Kamrul Islam, FCA
Senior Partner
Enrolment No:- 670
Islam Aftab Kamrul & Co.
Dated : 13th March, 2022 Chartered Accountants
Place: Dhaka DVC No:- 2204030670AS885357

302
ISLAMI COMMERCIAL INSURANCE CO. LTD.
Notes to the Financial Statements
For the year ended December 31, 2021
LEGAL STATUS AND NATURE OF THE
1.00 COMPANY
1.01 Legal Form of the Company
Islami Commercial Insurance Company Limited was incorporated as a Public Limited Company in
Bangladesh on October 18,1999 under the Companies Act, 1994 with a view to run all types of insurance
business except life as per Insurance Act, 1938 (present 2010) and obtained the Certificate of
Commencement of business from the Registrar of Joint Stock Companies and Firms , Bangladesh with effect
from the same date. The Registration Certificate for carrying on insurance business from the Chief Controller
of Insurance was obtained with effect from October 18,1999.
Principal Activities of the
1.02 Company
The Company carries its Non- Life Insurance Business with meaning of the Insurance Act, 2010.
Registered Office and Principal Place of
1.03 Business
The registered office of the Company is at City Center, Level-16, 90/1, Motijheel C/A, Dhaka-1000,
Bangladesh and the principal place of business as operational head quarter is also in the same address.
2.00 SUMMARY OF SIGNIFICANT ACCOUNTING AND RELATED POLICIES
2.01 Basis of Accounting:
The Financial Statements have been prepared on the basis of going concern concept under Generally
Accepted Accounting Principles (GAAP) according to the historical cost convention in Bangladesh in
compliance with the Insurance Act,2010, the Insurance Rules 1958 in conformity with the Companies Act,
1994. The Financial Statements have also been prepared in accordance with applicable International
Accounting Standards (IAS) and International Financial Reporting Standards (IFRS) as adopted in
Bangladesh by the Institute of Chartered Accountants of Bangladesh (ICAB) and Securities and Exchange
Rules 2020.
2.02 Method of Preparation
The Financial Statements have been drawn on accrual basis.
2.03 Accounting Period
st st
The Financial Statements of the Company consistently cover one calendar year starting from 1 January to 31
December.
2.04 Reporting Currency and Level of Precision
The figures of the Financial Statements represent Bangladesh Currency (Taka), which have been rounded off
to the nearest Taka except where indicates otherwise.

2.05 Foreign Currency Transactions


Foreign currency transactions are converted into equivalent Taka currency at the ruling exchange rates on the
respective dates of such transaction as per IAS 21 “The Effect of Changes in Foreign Exchange Rates”

2.06 Use of Estimates and Judgements


The preparation of Financial Statements in conformity with the IAS 8 requires management to make
judgements, estimates and assumptions that effect the application of accounting policies and reported
amounts of assets, liabilities, income and expenses. Actual result may differ these estimates.

Estimates and underlying assumption are reviewed on an ongoing basis. Revision of accounting estimates are
recognized in the period in which the estimate is revised and any future period of effected. The most
significant areas where estimates and judgements have been made are on provision for outstanding claim,
income tax and deferred tax.

303
2.07 Revenue Recognition
Revenue is recognized in accordance with the International Financial Reporting Standards( IFRS-15) unless
otherwise mentioned or otherwise guided by the separate IAS/IFRS or by Directive of the Regulatory
Authority.
2.07.1 Premium Income
Premium income is recognized when insurance policies are issued. Amount received against issue of the
cover notes that have not yet been converted into policy are not recognized as income. The cover notes which
were previously issued are converted into insurance policy at the expiry of nine months as per circular of the
Chief Controller of Insurance.
Gross underwriting business as well as re-insurance thereof and claim settled etc. have been reflected
separately for each class of business and net underwriting result thereof have reflected in the revenue
accounts after due consideration of re-insurance ceded.
Necessary adjustment in respect of re-insurance ceded accepted in Bangladesh has duly been made in the
respective Revenue Account as per treaty between the company and Shadharan Bima Corporation (SBC) and
foreign re-insurers.
2.07.2 Public Sector Business (PSB)
The premium in respect of the Company’s share of Public Sector Insurance Business (PSB) is accounted for
the year in which the relevant statements of account from SBC is received. The statement of accounts for the
period from July 2020 to June 2021 have been received from the SBC and the Company’s share of PSB for
the aforesaid period has been recognized in these financial statements accordingly. Such method of account
for the PSB has been consistently followed.
2.07.3 Interest Income
Interest on Bangladesh Government Treasury Bond (BGTB) and FDRs are recognized on accrual basis.
Interest on STD, SND and CD accounts are recognized as and when the amount are credited to Company’s
account.
Cash Dividend Income and Stock Dividend from
2.07.4 Investment
Dividend income on investment in shares, if any are recognized in cash and shown in the Statement of Profit
& Loss and Other Comprehensive Income. For stock dividend received by the company against its
investment, number of shares increased effecting decrease in average cost of investment.
Other
2.07.5 Income
Other income is recognized and accounted for on accrual basis.
2.08 Segment Reporting
A business segment is a distinguishable component of the Company that is engaged in providing services
that are subject to risks and returns that are different from those of other business segments. The Company
accounts for segment reporting of operating results using the classes of business. The performance of
segments is evaluated on the basis of underwriting results of each segment. The Company has four primary
business segments for reporting purposes namely fire, marine, motor and miscellaneous.

2.9 Recognition of Expenses


2.9.1 Management Expenses
All expenses of management , including commission or remuneration incurred directly or indirectly in respect
of Fire, Marine , Motor and Miscellaneous insurance business transacted in Bangladesh have been
apportioned on the basis of respective gross premium income earned during the year and charged to the
Revenue Accounts.
2.9.2 Expenses of Management (Not applicable to any particular fund or account)
Expenses of management (Not applicable to any particular fund or account) has been charged to the
Statement of Profit & Loss and Other Comprehensive Income.

2.10 Income Tax


Income Tax expense is recognized in the Profit and Loss Account (Statement of Profit or Loss and other
Comprehensive Income)
304
2.10.1 Current Tax Provision
The tax currently payable is based on taxable profits for the year. Taxable profits differs from profits as
reported in the Statement of Profit or Loss and other Comprehensive Income because it excludes items of
income or expenses that are taxable or deductible. Company's liability for current tax is calculated using tax
rates that have been enacted the Statement of Financial Position date.
2.10.2 Deferred Taxes
Company recognizes deferred tax as per IAS-12 on the temporary difference between depreciation charge
of assets.
2.11 Property, Plant and Equipment
2.11.1 Valuation of Property, Plant and Equipment
Property, Plant and Equipment are stated as per IAS 16 “Property, Plant and Equipment”. The cost of
acquisition of an asset comprises its purchase price and directly attributable cost of bringing the asset to test
working condition for its intended use inclusive of inward freight, duties and nonrefundable taxes.

2.11.2 Recognition of Property, Plant and Equipment


The Company recognizes in the carrying amount of an item of property, plant and equipment , the cost of
replacing part of such an item when the cost is incurred if it is probable that the future economic benefits
embodied with the item will flow to the Company and the cost of the items can be measured reliably.
Expenditure incurred after the assets have been put into operation such as repairs and maintenance other
than major replacements, renewals or betterment of the assets are charged off as revenue expenditure in
the period in which it is incurred.
2.11.3 Revaluations
Property, Plant and Equipment (Building) has been revalued by the Company as on 18-12-2013 and
subsequently as on 31/12/2021 which has been conducted by M/s. A. Hoque & Co., Chartered Accountants
in order to reflect the fair picture of the company in the present market condition on the basis of market
availability and physical condition of the/ those fixed asset/ assets and the gain for such revaluation are
transferred to the revaluation reserve account as per IAS 16 “ Property, Plant and Property”.
2.11.4 Depreciation
Depreciation on Tangible Fixed Assets are charged on reducing balance method at rates varying from 2% to
20% depending on the estimated useful life of the Assets. Depreciation on additions to Fixed Assets are
charged from the date of acquisition and depreciation is charged to the date of disposal of assets.
Depreciation is charged at the rate shown below:
Item Rate
Building 2%
Office Decoration 10%
Furniture and Fixture 10%
Office Equipment 15%
Telephone Installation 15%
Air Condition 15%
Motor Vehicles 20%
Software Installation 20%
Crockeries & Cutleries 20%
Land

2.11.5 De-recognition of Property, Plant and Equipment


An item of Property, Plant and Equipment is de-recognized upon disposal or when no future economic
benefits are expected from its use. Any gain or loss arising on de-recognition of the asset is included in the
Statement of Profit or Loss and Comprehensive Income in the year the asset is de-recognized. If sale of any
revalued assets, the relevant amount included in the revaluation reserve will be transferred to retained
earnings.
305
2.11.6 Impairment of Assets
In each year the management assess whether there is any indication that the assets may be impaired in
accordance with IAS 36 “Impairment of Assets” considering the current economic situation. Management
concludes that there is no such indication exists.

2.12 Reserve and Contingencies Accounts

2.12.1 Reserve for Exceptional Losses


As per para 2 of the 4th schedule of Income Tax Ordinance 1984, to meet the exceptional losses, an
amount of Tk 1,34,04,827.00 is sets aside from the balance of the profit to the Reserve for exceptional
losses.
2.12.2 Revaluation Reserve
Revaluation surplus is transferred to Revaluation Reserve after restating the assets at the revalued amount
as per IAS 16 “Property, Plant and Equipment”
2.12.3 Provision for Unexpired Risks
Before arriving at the surplus of each class of business, necessary provision for unexpired risks has been
made @ 40% of net premium income on Fire, Marine Cargo, Motor and Miscellaneous business and
100% on Marine Hull business .
2.13 Employee Benefit
The Company introduced Group Insurance and Health Insurance benefit plans for its employees in
accordance with the provision of IAS 19 “Employee Benefit". Further, in addition the company keeps
provision for Workers Profit Participation Fund (WPPF) as per provision of Para (A to G) of section 233
of Bangladesh Labor Law 2006 as Amendments in 2013.
2.14 Investment
Investments are recognized at cost, including acquisition charge associate with the investment.

2.14.1 Investment in Bangladesh Govt. Treasury Bond as Statutory Deposit


Investment in Bangladesh Govt. Treasury Bond as Statutory Deposit is classified as held to maturity.
Any gain or loss on such investment is recognized in the Statement of Profit or Loss and Comprehensive
Income when the investment is derecognized as per IAS 39.
2.14.2 Investment in Listed Shares and Securities
These securities are bought and held primarily for the purpose of selling in future or held for earning
capital gain and dividend income. These are reported at cost value. Unrealized gain on securities are not
recognized. But if required, provision for diminution in the value of securities is provided with lum-sum
reasonable amount in the financial statements of which the market price is below the cost price of
investment as per IFRS 9.
2.15 Inventories (Stock of Stationary, Forms and Insurance Stamp)
Inventories has been valued as per IAS 2 “Inventories” , which has been held for use to provide
insurance services. Inventories include stock of stationary, forms and insurance stamp which have no
realizable value but bearing cost value.

2.16 Cash and Cash Equivalents


According to IAS 7 “Statement of Cash Flows” cash comprises cash in hand, demand deposits, cash
equivalents on short term, highly liquid investments that are readily convertible to know amounts of cash
and those which are subject to an insignificant risk of changes in value. Cash and Cash Equivalents are
not restricted in use and accordingly cash in hand and bank balances have been considered as cash and
cash equivalents.
2.17 Earnings Per Share (EPS)
This has been calculated by dividing the basic earnings by the weighted average number of ordinary
shares outstanding during the year. In accordance with the AIS 33 “Earnings Per Share” which has been
shown on the face of the Statement of Profit or Loss and Comprehensive Income.

306
2.17.1 Basic Earnings Per Share
This represents earnings for the year attributable to ordinary shareholders. As there was no preference
dividend, minority interest or extraordinary items, the net profit of the year after tax has been considered
as fully attributable to the ordinary shareholders.
2.17.2 Diluted Earnings Per Share
No diluted Earnings Per Share (EPS) is required to be calculated for the period as there was no scope for
dilution during the year under review.

2.18 Precaution for AML/CFT


In compliance with the Guide- Line of BFIU of Bangladesh Bank, the company has prepared and
implemented the internal control guide-line for preventing Anti-Money Laundering / Combating the
Financing Terrorism (AML/CFT).
2.19 Comparative Information
Comparative information has been disclosed in respect of the year 2021 for all numerical information in
the financial statements. Figures of the year 2020 have been rearranged whenever considered necessary
to ensure comparability with the current period.
2.20 Events After Reporting the Period
In compliance with the requirements of IAS 10: Events After Reporting Period post statement of Financial
Position adjusting events that provide additional information about the company's position as the
Statement of Financial Position date are reflected in the financial statements and events after Reporting
Period that are not adjusting events are disclosed in the notes when material.
2.21 Compliance with Financial Reporting Standards as applicable in Bangladesh
The Institute of Chartered Accountants of Bangladesh (ICAB) is the sole authority for adoption of
International Accounting Standards (IASs) and International Financial Reporting Standards (IFRSs).
While preparing and reporting the financial statements, the Company applied all applicable IASs and
IFRSs as adopted by ICAB. Details are given below:

Status of
IAS NO IAS Title
Application
1 Presentation of Financial Statements Applied
2 Inventories Applied
7 Statement of Cash Flows Applied
8 Accounting Policies, Changes in Accounting Estimates and Errors Applied
10 Events After the Reporting Period Applied
11 Construction Contracts Not applicable
12 Income Taxes Applied
16 Property, Plant and Equipment Applied
17 Leases Not applicable
18 Revenue Applied
19 Employee Benefits Applied
20 Accounting for Govt. Grants and Disclosure of Govt. Assistance Not applicable
21 The effects of changes in foreign exchange rates Applied Applied
23 Borrowing Costs Applied Applied
24 Related Party Disclosures Applied
26 Accounting and reporting by retirement benefit plans Not applicable
27 Consolidated & Separate Financial Statements Not applicable
28 Investment in Associates Not applicable

307
29 Financial Reporting in Hyperinflationary Economics Not applicable
32 Financial instruments: presentation Applied
33 Earnings Per Share Applied
34 Interim Financial Reporting Not applicable
36 Impairment of Assets Applied
37 Provisions, Contingent Liabilities and Contingent Assets Not applicable
38 Intangible assets Not applicable
39 Financial Instruments: Recognition & Measurement Not applicable
40 Investment property Applied
41 Agriculture Not applicable
Status of
IFRS NO. IFRS Title
Application
1 First time adoption of Bangladesh Financial Reporting Not Applicable
Standards
2 Share based payment Not Applicable
3 Business Combination Not Applicable
4 Insurance Contracts Applied
5 Non-current assets held for sale and discontinued Not Applicable
operations
6 Exploration for and Evaluation of Mineral Resources Not Applicable
7 Financial instruments: Disclosures Applied
8 Operating segments Applied
9 Financial instruments Applied
10 Consolidated Financial Statements Not applicable
11 Joint Arrangement Not applicable
12 Disclosure of Interest in Other Entities Not applicable
13 Fair value measurement Applied
14 Regulatory Deferred Accounts Applied
15 Revenue from contracts with customers Applied

In order to comply with certain specific rules and regulations of the IDRA which are different
from IAS/IFRS, some of the requirements specified in these IAS/IFRS are not applied.

Components of the Financial Statements:


According to IAS 1 “Presentation of Financial Statements” the complete set of Financial
Statements include the following components:
a) Statement of Financial Position
b) Statement of Profit & Loss and Other Comprehensive Income
c) Revenue Accounts for specific Class of Business
d) Statement of Cash Flows
e) Statement of Changes in Equity
f) Significant Accounting Policies and Other Explanatory Notes.

Responsibility for maintaining Accounts:

308
The Board of Directors is responsible for the preparation of financial statements under section
183 of the Companies Act, 1994 and as per the provision of The International Accounting
Standards Committee (IASC) and The International Accounting Standards Board (IASB).

2.22 Transactions with Related Parties


During the year under review the Company carried out the transactions with the related parties
in the normal course of business and on arm's length basis.

2.23 Adoption/Departure of new International Financial Reporting Standards


The Company has initially applied IFRS 15 & planning to adopt IFRS 16 (if applicable) from the
next financial year. Due to the transition methods chosen by the Company in applying these
standards, comparative information throughout these financial statements has not been
restated to reflect the requirements of the new standards.

2.23.01 IFRS 16 Leases


IFRS 16 was issued in January 2019 and it replaces IAS 17 Leases, IFRIC 4 Determining
whether an Arrangement contains a Lease, SIC-15 Operating Leases-Incentives and SIC-27
Evaluating the Substance of Transactions Involving the Legal Form of a Lease. IFRS 16 sets
out the principles for the recognition, measurement, presentation and disclosure of leases and
requires lessees to account for all leases under a single on-balance sheet model similar to the
accounting for finance leases under IAS 17. The standard includes two recognition exemptions
for lessees – leases of ’low-value’ assets (e.g., personal computers) and short-term leases (i.e.,
leases with a lease term of 12 months or less). At the commencement date of a lease, a lessee
will recognize a liability to make lease payments (i.e., the lease liability) and an asset
representing the right to use the underlying asset during the lease term (i.e., the right-of-use
asset). Lessees will be required to separately recognize the interest expense on the lease
liability and the depreciation expense on the right-of-use asset. Lessees will be also required to
re-measure the lease liability upon the occurrence of certain events (e.g., a change in the lease
term, a change in future lease payments resulting from a change in an index or rate used to
determine those payments). The lessee will generally recognize the amount of the re-
measurement of the lease liability as an adjustment to the right-of-use asset. Lessor accounting
under IFRS 16 is substantially unchanged from today’s accounting under IAS 17. Lessors will
continue to classify all leases as an operating lease or a finance lease. However the company
has not introduced IFRS-16 in its financial statements as most of the rental agreement of the
company is for temporary basis. As much,, there is no material impact in the Financial
Statements for incorporating IFRS-16 in compare with the accounting treatment under IAS-17.

3.00 SHARE CAPITAL Amount (In Taka)


2021 2020
1,000,000,000 1,000,000,000

3.01 Authorized Capital:

100,000,000 ordinary shares of Tk. 10.00 each.


3.02 Issued Subscribed & Paid up Capital: 303,916,600 303,916,600
30,391,660 ordinary shares of Tk. 10.00 each.

4.00 RESERVE AND CONTIGENCY ACCOUNTS: 333,075,555 287,226,104


Break up of the above amount is as under:

309
Amount (In Taka)
Particulars Notes
2021 2020
Reserve for Exceptional Losses 4.01 152,049,754 138,644,927
Profit & Loss Appropriation Account (Retained Earnings) 4.02 35,317,055 35,620,388
Revaluation Reserve 4.03 105,604,768 93,854,130
Reserve for Investment Fluctuation Fund 4.04 40,103,978 19,106,659
Total 333,075,555 287,226,104

4.01 Reserve for Exceptional Losses: 152,049,754 138,644,927

The balance represents accumulated reserve to meet exceptional losses as per rules for computation of profits and gains as prescribed in the
Fourth Schedule of sub-paragraph (2) under paragraph (6) of the Income Tax Ordinance, 1984.
Break up of the above amount is as under: Amount (In Taka)
2021 2020
Opening Balance 138,644,927 133,644,927
Add: Addition during the year, Tk=33,51,20,675/- @ 4% 13,404,827 5,000,000
Closing Balance 152,049,754 138,644,927

4.02 Profit & Loss Appropriation Account (Retained Earnings): 35,317,055 35,620,388
Opening Balance= 35,620,388 12,265,733
Addition During the year= (303,333) 23,354,655
Closing Balance= 35,317,055 35,620,388

4.03 Revaluation Reserve[IAS-16]: 105,604,768 93,854,130

This is as per last account. The amount represents the reserve for revaluation of Land & Building.
Opening Balance= 93,854,130 93,854,130
Addition During the year= 11,750,638 -
Closing Balance= 105,604,768 93,854,130

4.04 Reserve For Investment Fluctuation Fund: 40,103,978 19,106,659


The break-up of the above is as follows:
Opening balance 19,106,659 25,059,961
Adjust/Provision made for the year 20,997,319 (5,953,302)
Closing Balance 40,103,978 19,106,659
The provision was made due to diminution in the value of securities at the market price comparing to the cost of securities. Currently, the market
price of securities is decreased and the difference between the cost and the market price comes to Tk. 4,01,03,978.00 As such, the netting amount
of Tk. 2,09,97,319.00 has been transferred from Profit and Loss appropriation Account to Investment Fluctuation Fund.
5.00 BALANCE OF FUND AND ACCOUNTS :TK. 13,88,33,142.00 138,833,142 148,748,039
This is made up as follows:
Amount (Tk.) Amount (Tk.)
Class of Business %
2021 2020
Fire 25.27% 35,076,914 43,346,708
Marine (Cargo) 47.98% 66,612,504 61,946,119
Marine (Hull) 5.74% 7,974,788.0 7,426,988.0
Motor 10.91% 15,141,839 25,836,711
Misc. 10.10% 14,027,097 10,191,513
Total 100.00% 138,833,142 148,748,039
ESTIMATED LIABILITIES IN RESPECT OF OUTSTANDING
6.00 39,467,482 44,915,530
CLAIMS WHETHER DUE OR INTIMATED :
The class wise amount of the above is as follows:
Amount (In Taka)
Class of Business
2021 2020
Fire 17,299,738 24,806,020
Marine (Cargo) 4,952,849 8,305,164
Marine (Hull) 2,750,000 1,000,000
Motor 13,554,895 7,187,089
Misc. 910,000 3,617,257
Total 39,467,482 44,915,530
All the claims against which the company received intimations within 31st December 2021 have been taken into consideration while estimating the
liability in respect of outstanding claims.

7.00 AMOUNT DUE TO OTHER PERSONS OR BODIES 133,966,665 86,849,643


CARRYING ON INSURANCE BUSINESS:
Above figure represents the amount payable to Sadharan Bima Corporation (SBC) on account of re-insurance arrangements as on 31st December,
2021.
8.00 PREMIUM DEPOSIT: 16,190,214 9,312,390
Fire - 851,450
Marine Cargo 16,190,214 8,460,940
Total Deposit Premium 16,190,214 9,312,390
The above balance represents the amount of premium received against cover notes for which policies were not issued within 31st December, 2021.

.
9.00 SUNDRY CREDITORS: 22,766,475 10,002,554
Amount (In Taka)

310
This is made up as follows: 2021 2020
Outstanding Audit Fee 92,000 92,000
Outstanding Office Rent 261,850 604,625
VAT payable 3,202,289 3,804,196
Liability For Insurance Stamp 5,389,148 1,787,209
Liability for Tax on Agent Commission 1,701,648 1,211,920
Liability for Office Rent - VAT 123,773 39,958
Liability for Office Rent - TAX (19,010) -
Liability for Director Fee - VAT - 145,424
Compensation payable for non issuing IPO 8,115,000
Worker's Profit Participation Fund (WPPF) 3,899,777 2,317,222
Total 22,766,475 10,002,554
10.00 Provision for Taxation : 98,947,683 78,771,616
Amount (In Taka)
Details are as follows: 2021 2020
Opening Balance 78,771,616 136,696,864
Add: Addition during the year 20,176,067 15,149,724
98,947,683 151,846,588
Less: Adjustment made for on completion of Assessments 73,074,972
Closing balance 98,947,683 78,771,616
11.00 (a) Deferred Tax Liability : (153,061) (99,567)
Amount (In Taka)
Details are as follows: 2021 2020
Carrying amount of Depreciable Fixed Assets 158,177,119 153,741,712
Less : Tax Base[(IAS-12(7)] 158,559,772 153,990,630
Deductible Temporary Difference (382,653) (248,918)
Effective Tax Rate 40% 40%
Deferred Tax Liability [IAS-12(44)] (153,061) (99,567)
(b) Deferred Tax Expense/(Income)
Closing Deferred Tax Liability (53,494) (99,567)
Opening Deferred Tax Liability (99,567) (41,121)
Deferred Tax Expense/(Income) for the year (153,061) (58,446)
Deferred tax assets and liability have been recognized and measured in accordance with the provision of IAS 12 " Income Taxes"

12.00 FIXED ASSETS 158,177,119 153,741,712


Details of the above balance have been shown in the Schedule-"A"

13.00 INVESTMENT : 235,336,163 213,872,940

Bangladesh Govt. Treasury Bond-at cost 25,000,000 25,000,000


Investment in Shares- at cost price 210,336,163 188,872,940
Total 235,336,163 213,872,940

13.01 Investment in BGTB ( At cost) : 25,000,000 25,000,000


This represents the amount invested as statutory deposit under Insurance Act, 2010.

13.02 Investment in Shares (At cost price): 210,336,163 188,872,940


LIST OF SHARES AS AT 31ST DECEMBER, 2021
Cost of
Name of Company Share Unit Price Market rate Market Price
Share
ACMEPL 40 10.00 400 26.80 1,072
ACTIVEFINE 2245 26.06 58,498 25.60 57,472
ADNTEL 2100 746.02 1,566,644 52.40 110,040
AIBL 1ST MF 500000 10.00 5,000,000 8.50 4,250,000
APOLO ISPATCOMPLEX LIMITED 778000 10.62 8,262,200 8.40 6,535,200
APOLOISPA 2658000 12.17 32,358,774 8.40 22,327,200
APOLOISPAT 5600 8.45 47,332 8.40 47,040
APOLOISPAT 103300 9.39 970,430 8.40 867,720
APOLOISPAT 150000 11.77 1,764,840 8.40 1,260,000
BPPL 163 29.00 4,727 34.20 5,575
CONTININS 33700 54.63 1,840,957 47.40 1,597,380
GENERATION NEXT FASHIONS LIMITED 400000 8.52 3,408,500 5.80 2,320,000
GENNEXT 1500000 8.20 12,300,690 5.80 8,700,000
GENNEXT 8000 8.52 68,190 5.80 46,400
INTRACO 555000 23.96 13,295,235 19.40 10,767,000
INTRACO 48500 22.03 1,068,226 19.40 940,900
INTRACO 27500 24.96 686,384 19.40 533,500
INTRACO REFUELING STATION LIMITED 420450 24.51 10,304,404 19.40 8,156,730
KFL 74727 10.00 747,270 10.00 747,270
MASTERAG 26648 10.00 266,480 9.60 255,821
MIRAKHTER 450 95.33 42,900 62.00 27,900
MIRAKHTER 20000 97.17 1,943,422 62.00 1,240,000
MOSTFAME 24509 10.00 245,090 10.70 262,246
NATIONAL FEED MILL LIMITED 266000 27.27 7,254,996 19.90 5,293,400
NBL 109000 8.98 979,198 7.50 817,500
NFML 423400 30.25 12,807,138 19.90 8,425,660

311
NFML 20800 29.67 617,217 19.90 413,920
NIALCO 41297 10.00 412,970 23.60 974,609
NPOLYMER 25000 66.09 1,652,298 50.20 1,255,000
PURABI GENERAL INSURANCE COMPANY 250 41.50 10,376 41.30 10,325
LIMITED
PURABIGEN 1150 42.43 48,789 41.30 47,495
RINGSHINE 3734 7.80 29,138 9.60 35,846
SAFCO SPINNING MILL LIMITED 80000 30.10 2,407,915 24.20 1,936,000
SAFKOSPIN 194378 30.23 5,875,762 24.20 4,703,948
SBACBANK 160848 23.18 3,729,174 15.20 2,444,890
SBACBANK 125 9.68 1,210 15.20 1,900
SEAPEARL 35000 67.82 2,373,833 44.80 1,568,000
SHAHJALALBANK 6931 13.73 95,179 21.80 151,096
SKICL 19 10.00 190 77.30 1,469
SKTRIMS 40000 54.80 2,191,940 29.80 1,192,000
STANCERA 8749 194.43 1,701,079 158.00 1,382,342
STANDARD INSURANCE COMPANY LIMITED 109000 93.40 10,180,426 76.20 8,305,800
STANDARD INSURANCE COMPANY LIMITED 80000 90.46 7,236,929 76.20 6,096,000
STANDARIN 21900 88.00 1,927,094 76.20 1,668,780
SUMITPOWER 10000 49.10 490,980 38.90 389,000
AIBL CAPITAL MARKET 50,000,000 50,000,000
BD THAI FOOD 3568 10.00 35,680 35,680
UNION BANK 197864 10.00 1,978,640 1,978,640
UNION INSURANCE 4642 10.00 46,420 46,420
TOTAL 9182587 210,336,163 170,232,185

14.00 INTEREST, DIVIDEND AND RENT RECEIVABLES (ACCRUED BUT NOT DUE) : 8,553,728 7,713,733
This represents accrued interest on investment in Bangladesh Government Treasury Fund and FDR realizable on maturity of the respective
investment. This is made up as follows:
Amount (In Taka)
2021 2020
Interest on FDR 7,330,928 6,490,933
Interest on BGTB 1,222,800 1,222,800
Total 8,553,728 7,713,733

15.00 AMOUNT DUE FROM OTHER PERSONS OR


204,636,716 189,291,948
BODIES CARRYING ON INSURANCE BUSINESS
This is due from Sadharan Bima Corporation (SBC) and other Re-Insurer on account of claims lodged with them.
16.00 SUNDRY DEBTORS: 124,657,759 107,127,477
Amount (In Taka)
2021 2020
Security Deposit 2,501 2,501
Advance against Salary 2,442,388 1,873,168
Advance against Office Rent 6,713,958 8,017,040
Advance Director Fee VAT 6,000 6,000
Advance Office Rent TAX 11,647 11,647
Advance to Agent 7,113,114 7,113,114
Advance against Company Tax (Note - 16.01) 108,368,151 90,104,007
Total 124,657,759 107,127,477
16.01 Details of provision for tax and advance tax as on December 31,2021 is furnished below:

Accounting
Assessment Year Tax provision Advance Tax Remarks
Year
2014 2015-2016 20,813,611 20,813,611 Pending with High Court
2016 2017-2018 16,680,109 17,589,469 Appeal filed to Taxes Appellate Tribunal
2017 2018-2019 7,565,315 13,910,003 1'st Appeal pending to the learned CT(A)
2018 2019-2020 2,272,845 10,115,771 Appeal filed to Taxes Appellate Tribunal
2019 2020-2021 16,290,012 16,290,012 Return Submitted & under Hearing at LTU
2020 2021-2022 15,149,724 11,385,141 Return Submitted at LTU
2021 2022-2023 20,176,067 18,264,144 Not yet due
12/31/2021 Total 98,947,683 108,368,151

17.00 CASH AND BANK BALANCES: 354,611,174 296,807,760


This is made up as follows: Amount (In Taka)
2021 2020
Fixed Deposit Note-17.01 263,400,000 240,200,000
Cash at Banks Note-17.02 64,396,097 49,179,143
Cash in hand 6,256,412 6,335,609
Cash with BO Account Note-17.03 20,558,665 1,093,008
Total 354,611,174 296,807,760

312
Amount (In Taka)
17.01 Fixed Deposit Receipts: 2021 2020
Name of the Bank Name of the Branch Amount Amount
Al-Arafah Islami Bank Ltd. Motijheel Branch, Dhaka. 1,500,000 1,500,000
Al-Arafah Islami Bank Ltd. Motijheel Branch, Dhaka. 2,500,000 2,500,000
Al-Arafah Islami Bank Ltd. Corporate Branch, Dhaka. 2,500,000 2,500,000
Al-Arafah Islami Bank Ltd. Mouchak Branch, Dhaka. 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Narayangonj Branch 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Khulna Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. Jessore Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. Rajshahi Branch 200,000 200,000
Al-Arafah Islami Bank Ltd. Mouchak Branch, Dhaka. 100,000 100,000
Al-Arafah Islami Bank Ltd. Mohammadpur Kri.Markat Br. 200,000 200,000
Al-Arafah Islami Bank Ltd. Benapole Branch, Jessore 200,000 200,000
Al-Arafah Islami Bank Ltd. Joydebpur Chowrasta Branch, Gazipur 200,000 200,000
Al-Arafah Islami Bank Ltd. Mohadevpur Br. Naogaon 500,000 500,000
Al-Arafah Islami Bank Ltd. Narayangonj Branch 200,000 200,000
Al-Arafah Islami Bank Ltd. Motijheel Branch, Dhaka. 1,500,000 1,500,000
Al-Arafah Islami Bank Ltd. Uttara Branch, Dhaka. 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Keranigonj Branch, Dhaka. 500,000 500,000
Al-Arafah Islami Bank Ltd. Joydebpur Chowrasta Branch, Gazipur 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Kamrangirchar Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. Khilkhat Branch, Dhaka. 500,000 500,000
Al-Arafah Islami Bank Ltd. Khulna Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. North South Road Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. VIP Road Branch, Dhaka. 500,000 500,000
Al-Arafah Islami Bank Ltd. Jubilee Road Branch,Ctg. 500,000 500,000
Al-Arafah Islami Bank Ltd. Dilkusha Branch, Dhaka 500,000 500,000
Al-Arafah Islami Bank Ltd. Jessore Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. Jessore Branch 200,000 200,000
Al-Arafah Islami Bank Ltd. Dilkusha Branch, Dhaka 500,000 500,000
Al-Arafah Islami Bank Ltd. New Elephant Road Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. VIP Road Branch, Dhaka. 500,000 500,000
Al-Arafah Islami Bank Ltd. Benapole Branch, Jessore 500,000 500,000
Al-Arafah Islami Bank Ltd. North South Road Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. New Elephant Road Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. Corporate Branch, Dhaka. 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Pagla Branch, Narayangonj. 500,000 500,000
Al-Arafah Islami Bank Ltd. New Elephant Road Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. Narayangonj Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. Magura Branch 200,000 200,000
Al-Arafah Islami Bank Ltd. Banani Branch, Bhaka. 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Saidpur Branch, Nilphamari 500,000 500,000
Al-Arafah Islami Bank Ltd. Rampal Branch, Munshigonj 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Kaligonj Branch, South Keranigonj, Dhaka 500,000 500,000
Al-Arafah Islami Bank Ltd. Rahimanagar Branch, Comilla 500,000 500,000
Al-Arafah Islami Bank Ltd. Padua Bazar Branch, Ctg. 500,000 500,000
Al-Arafah Islami Bank Ltd. Elenga Branch, Tangail 500,000 500,000
Al-Arafah Islami Bank Ltd. Polashbari Branch, Gaibanda 500,000 500,000
Al-Arafah Islami Bank Ltd. Sherpur Branch, Bogra 500,000 500,000
Al-Arafah Islami Bank Ltd. Sharankhula Branch, Bagerhat 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Nalta Branch, Satkhira 500,000 500,000
Al-Arafah Islami Bank Ltd. Nawabpur Road Branch, Dhaka. 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Elenga Branch, Tangail 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Sing Board Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. Laksam Branch, Cumilla 500,000 500,000
Al-Arafah Islami Bank Ltd. Laksam Branch, Cumilla 500,000 500,000
Al-Arafah Islami Bank Ltd. Sakhipur Branch, Tangail 500,000 500,000
Al-Arafah Islami Bank Ltd. Mirpur-10, Golchattar Branch, Dhaka. 500,000 500,000
Al-Arafah Islami Bank Ltd. Sakhipur Branch, Tangail 500,000 500,000
Al-Arafah Islami Bank Ltd. Gawsia Branch, Narayangonj 500,000 500,000
Al-Arafah Islami Bank Ltd. Masterbari Branch, Mymensingh 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Shahjadpur Branch, Sirajgonj. 500,000 500,000
Al-Arafah Islami Bank Ltd. Rangpur Branch, Rangpur. 500,000 500,000
Al-Arafah Islami Bank Ltd. Badargonj Branch, Rangpur. 500,000 500,000
Al-Arafah Islami Bank Ltd. Mymensingh Branch 1,000,000 1,000,000
Al-Arafah Islami Bank Ltd. Mymensingh Branch 500,000 500,000

313
Al-Arafah Islami Bank Ltd. Elephent Road Branch, Dhaka. 900,000 900,000
Al-Arafah Islami Bank Ltd. Nangalkot Branch, Cumilla 900,000 900,000
Al-Arafah Islami Bank Ltd. Laksam Branch, Cumilla 500,000 500,000
Al-Arafah Islami Bank Ltd. Panchdona Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. Mymensingh Branch 500,000 500,000
Al-Arafah Islami Bank Ltd. Masterbari Branch, Mymensingh 500,000 500,000
Al-Arafah Islami Bank Ltd. Thakugaon Br. 500,000 -
Al-Arafah Islami Bank Ltd. Mastarbari Br. 1,000,000 -
Al-Arafah Islami Bank Ltd. Rangpur Br. 500,000 -
Al-Arafah Islami Bank Ltd. Chuknagar Br. 500,000 -
Al-Arafah Islami Bank Ltd. Laksham Br. 500,000 -
Al-Arafah Islami Bank Ltd. Kalaroa Br. Satkhira. 500,000 -
Al-Arafah Islami Bank Ltd. Panchdona Br. Narshigdi. 500,000 -
Al-Arafah Islami Bank Ltd. Pirojpur Br. Pirojpur. 900,000 -
Al-Arafah Islami Bank Ltd. Kapasia Br , 900,000 -
Al-Arafah Islami Bank Ltd. Sayedpur Branch, 900,000 -
Al-Arafah Islami Bank Ltd. Progoti Sharani Branch, 900,000 -
Al-Arafah Islami Bank Ltd. Badargonj Branch, 500,000 -
Al-Arafah Islami Bank Ltd. Chandina Branch, 500,000 -
Al-Arafah Islami Bank Ltd. Mymensingh Branch, 900,000 -
Al-Arafah Islami Bank Ltd. Shantinagar Branch, 500,000 -
Al-Arafah Islami Bank Ltd. Pirojpur Br. 900,000 -
Al-Arafah Islami Bank Ltd. Sarankhola Br. 900,000 -
Al-Arafah Islami Bank Ltd. Lalmonirhat Br. 500,000 -
Al-Arafah Islami Bank Ltd. Chandipur Br. 500,000 -
Sub Total 58,100,000 45,300,000
AB Bank Ltd. Principal Branch, 3,000,000 -
AB Bank Ltd. Principal Branch, 7,000,000 -
AB Bank Ltd. Jessore Branch 300,000 300,000
AB Bank Ltd. Jubilee Road Branch,Ctg. 300,000 300,000
AB Bank Ltd. Mirpur Branch, Dhaka. 300,000 300,000
AB Bank Ltd. Mirpur Branch, Dhaka. 200,000 200,000
AB Bank Ltd. Jhikargacha Branch, Jessore 500,000 500,000
AB Bank Ltd. Principal Branch, Dhaka. 1,000,000 1,000,000
AB Bank Ltd. Kawranbazar Branch, Dhaka. 600,000 600,000
AB Bank Ltd. Kawranbazar Branch, Dhaka. 700,000 700,000
AB Bank Ltd. North South Road Branch, Dhaka. - 500,000
AB Bank Ltd. Motijheel Branch, Dhaka. 900,000 900,000
AB Bank Ltd. Islampur Branch, Dhaka 900,000 900,000
AB Bank Ltd. Banani Branch, Bhaka. 900,000 900,000
AB Bank Ltd. Principal Branch, Dhaka. - 2,500,000
AB Bank Ltd. Nawabpur Branch, Dhaka. - 900,000
Sub Total 16,600,000 10,500,000
Agrani Bank Ltd. Sadarghat Br. 500,000 -
Agrani Bank Ltd. Ambikapor Branch, Faridpur. 100,000 100,000
Agrani Bank Ltd. Chapainawabgonj Branch 500,000 500,000
Sub Total 1,100,000 600,000
Bangladesh Commerce Bank Ltd.. Chaktai Branch. Ctg. 300,000 300,000
Bangladesh Commerce Bank Ltd.. Dinajpur Branch 500,000 500,000
Bangladesh Commerce Bank Ltd.. Bangla Bazar Branch, Dhaka 500,000 500,000
Bangladesh Commerce Bank Ltd.. Bangla Bazar Branch, Dhaka 500,000 500,000
Bangladesh Commerce Bank Ltd.. Muradpur Branch, Chattogram - 500,000
Bangladesh Commerce Bank Ltd.. Bangla Bazar Branch, Dhaka 200,000 200,000
Bangladesh Commerce Bank Ltd.. Chaktai Branch. Ctg. - 500,000
Bangladesh Commerce Bank Ltd.. Dewanhat Br. 500,000 -
Bangladesh Commerce Bank Ltd.. Kumira Br. 300,000 -
Bangladesh Commerce Bank Ltd.. Dinajpur Br. 500,000 -
Bangladesh Commerce Bank Ltd.. Dewanhat Br. 500,000 -
Bangladesh Commerce Bank Ltd.. Tulatolisub Br. 500,000 -
Bangladesh Commerce Bank Ltd.. A.K. Khan Moor Br. Chattogram. 500,000 -
Bangladesh Commerce Bank Ltd.. Chaktai Br. 500,000 -
Sub Total 5,300,000 3,000,000
Bank Asia Ltd., Paltan Branch, Dhaka. 1,000,000 1,000,000
Bank Asia Ltd., Elephent Road Branch, Dhaka. - 500,000
Bank Asia Ltd., Bhatiary Br. Ctg. 500,000 500,000
Bank Asia Ltd., Bhatiary Br. Ctg. - 1,000,000
Bank Asia Ltd., Dinajpur Branch 200,000 200,000
Bank Asia Ltd., North South Road Branch, Dhaka. 1,000,000 1,000,000
Bank Asia Ltd., Chapainawabgonj Branch 1,000,000 1,000,000
Bank Asia Ltd., Donia Branch, Dhaka - 900,000
Bank Asia Ltd., Bahaddar Hat Br. Ctg. 500,000 500,000
Sub Total 4,200,000 6,600,000
BASIC Bank Ltd. Jessore Branch 200,000 200,000
BASIC Bank Ltd. Pahartali Branch, Ctg. 500,000 500,000
Sub Total 700,000 700,000

314
Dutch Bangla Bank Ltd. Foreign Exchange Br. Motijheel, Dhaka. 1,000,000 1,000,000
Dutch Bangla Bank Ltd. Bogra Branch, Bogra 500,000 500,000
Sub Total 1,500,000 1,500,000
Eastern Bank Ltd. Sonargaon Road Br. Dhaka 500,000 500,000
Sub Total 500,000 500,000
EXIM Bank Ltd. Narayangonj Branch 100,000 100,000
EXIM Bank Ltd. Khulna Branch, Khulna. 500,000 500,000
EXIM Bank Ltd. Rajshahi Branch, Rajshahi. 500,000 500,000
EXIM Bank Ltd. Jessore Branch 1,000,000 1,000,000
EXIM Bank Ltd. Narayangonj Branch 300,000 300,000
EXIM Bank Ltd. Faridpur Branch 500,000 500,000
EXIM Bank Ltd. Rajshahi Branch, Rajshahi. 500,000 500,000
EXIM Bank Ltd. HO Corporate Br. Gulshan 1,000,000 1,000,000
EXIM Bank Ltd. Chowmuhani, Begumgonj 500,000 500,000
EXIM Bank Ltd. Sonaimuri Branch, Noakhali 500,000 500,000
EXIM Bank Ltd. Magura Branch - 500,000
EXIM Bank Ltd. Madhabdi Branch, Narshindi. 1,000,000 1,000,000
EXIM Bank Ltd. Chapainawabgonj Branch 1,000,000 1,000,000
EXIM Bank Ltd. Chapainawabgonj Branch 1,000,000 1,000,000
EXIM Bank Ltd. Madhabdi Branch, Narshindi. 500,000 500,000
EXIM Bank Ltd. Sonapur Branch, Noakhali 500,000 500,000
Sub Total 9,400,000 9,900,000
Padma Bank Ltd, Chinishpur Br. Narsingdi. 500,000 -
Padma Bank Ltd Chinishpur Branch, Narshindi 200,000 200,000
Padma Bank Ltd Chinishpur Branch, Narshindi 250,000 250,000
Padma Bank Ltd Motijheel Branch, Dhaka. 500,000 500,000
Sub Total 1,450,000 950,000
First Security Islami Bank Ltd Bhaluka Branch, Mymensingh - 1,000,000
First Security Islami Bank Ltd Mymensingh Branch 500,000 500,000
First Security Islami Bank Ltd Mymensingh Branch 500,000 500,000
First Security Islami Bank Ltd Mymensingh Branch 500,000 500,000
First Security Islami Bank Ltd Mymensingh Branch 500,000 500,000
First Security Islami Bank Ltd Kakrail Br. 1,000,000 -
Sub Total 3,000,000 3,000,000
IFIC Bank Ltd. Borobazar Branch, Sir Iqbql Road, Khulna. 500,000 500,000
IFIC Bank Ltd. Narayangonj Branch 500,000 500,000
IFIC Bank Ltd. Khulna Branch 200,000 200,000
IFIC Bank Ltd. Faridpur Branch 100,000 100,000
IFIC Bank Ltd. Faridpur Branch 200,000 200,000
IFIC Bank Ltd. Chapainawabgonj Branch 500,000 500,000
IFIC Bank Ltd. Rangpur Branch 500,000 500,000
IFIC Bank Ltd. Chapainawabgonj Branch 500,000 500,000
IFIC Bank Ltd. Biral Br. Dinajpur 500,000 500,000
IFIC Bank Ltd. Moulvibazar Branch, Dhaka. 300,000 300,000
IFIC Bank Ltd. Gulshan Branch, Dhaka. - 2,000,000
IFIC Bank Ltd. Kawranbazar Branch, Dhaka. - 500,000
IFIC Bank Ltd. Shantinagar Branch, Dhaka 900,000 900,000
Sub Total 4,700,000 7,200,000
IDLC Finance Ltd. Corporate Office 57, Gulshan 2,000,000 2,000,000
Sub Total 2,000,000 2,000,000
Islami Bank Bangladesh Ltd. Narayangonj Branch 100,000 100,000
Islami Bank Bangladesh Ltd. Rajshahi Branch 400,000 400,000
Islami Bank Bangladesh Ltd. Gopalgonj Branch 200,000 200,000
Islami Bank Bangladesh Ltd. Gazipur Chowrasta Branch, Gazipur. 200,000 200,000
Islami Bank Bangladesh Ltd. Bogra Branch, Bogra 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Elephent Road Branch, Dhaka. 500,000 500,000
Islami Bank Bangladesh Ltd. Gulshan Branch, Dhaka. 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Dohar Branch, Dhaka. 500,000 500,000
Islami Bank Bangladesh Ltd. Zinzira Branch, Dhaka. 500,000 500,000
Islami Bank Bangladesh Ltd. Jatrabari Branch, Dhaka 500,000 500,000
Islami Bank Bangladesh Ltd. Dinajpur Branch 200,000 200,000
Islami Bank Bangladesh Ltd. Kushtia Branch 500,000 500,000
Islami Bank Bangladesh Ltd. Kawranbazar Branch, Dhaka. 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Chapainawabgonj Branch 150,000 150,000
Islami Bank Bangladesh Ltd. Chuadanga Branch 500,000 500,000
Islami Bank Bangladesh Ltd. Benapole Branch, Jessore 300,000 300,000
Islami Bank Bangladesh Ltd. K.D.A Avenue Br. Khulna 1,500,000 1,500,000
Islami Bank Bangladesh Ltd. Kushtia Branch 2,000,000 2,000,000
Islami Bank Bangladesh Ltd. Barisal Branch 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Daulatpur Branch, Khulna. 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Rangpur Branch - 500,000
Islami Bank Bangladesh Ltd. Jatrabari Branch 500,000 500,000
Islami Bank Bangladesh Ltd. Daulatpur Branch, Khulna. 500,000 500,000
Islami Bank Bangladesh Ltd. Chowgacha Branch, Jessore 500,000 500,000
Islami Bank Bangladesh Ltd. Narayangonj Branch 1,500,000 1,500,000
Islami Bank Bangladesh Ltd. Morrelgonj Branch, Bagerhat - 1,000,000
315
Islami Bank Bangladesh Ltd. K.D.A Avenue Br. Khulna 2,000,000 2,000,000
Islami Bank Bangladesh Ltd. Khulna Branch - 1,000,000
Islami Bank Bangladesh Ltd. K.D.A Avenue Br. Khulna 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Mongla Branch, Bagerhat 500,000 500,000
Islami Bank Bangladesh Ltd. Bagerhat Branch - 500,000
Islami Bank Bangladesh Ltd. Barisal Branch 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Farmgate Branch, Dhaka - 1,000,000
Islami Bank Bangladesh Ltd. Noapara Branch, Jessore 500,000 500,000
Islami Bank Bangladesh Ltd. HO Complex Branch, Dhaka 500,000 500,000
Islami Bank Bangladesh Ltd. Mymensingh Branch 500,000 500,000
Islami Bank Bangladesh Ltd. Daulatpur Branch, Khulna. 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Fatullah Branch, Narayangonj 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. K.D.A Avenue Br. Khulna 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Noapara Branch, Jessore 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Rangpur Baranch 500,000 500,000
Islami Bank Bangladesh Ltd. Daulatpur Branch, Khulna. 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. Bhairab Branch, Kishoregonj 1,000,000 1,000,000
Islami Bank Bangladesh Ltd. K.D.A Avenue Br. Khulna 2,000,000 2,000,000
Islami Bank Bangladesh Ltd. Lalbag Branch, Dhaka 500,000 500,000
Islami Bank Bangladesh Ltd. Islampur Branch, Dhaka 300,000 300,000
Islami Bank Bangladesh Ltd. Gandaria Branch, Dhaka 200,000 200,000
Islami Bank Bangladesh Ltd. Birampur Branch, Dinajpur 500,000 500,000
Islami Bank Bangladesh Ltd. Keshorehat Branch, Rajshahi 500,000 500,000
Islami Bank Bangladesh Ltd. Mohastangor SME/ Krishi Shakha 500,000 500,000
Islami Bank Bangladesh Ltd. Satabganj Branch, Dinajpur 500,000 500,000
Islami Bank Bangladesh Ltd. Satabganj Branch, Dinajpur 500,000 500,000
Islami Bank Bangladesh Ltd. Wazghat Br. 900,000 -
Islami Bank Bangladesh Ltd. New Market Br. 500,000 -
Islami Bank Bangladesh Ltd. Phulpur Br Mymensingh, 1,000,000 -
Islami Bank Bangladesh Ltd. Sherpur Br. 900,000 -
Islami Bank Bangladesh Ltd. Hossainpur Br. 500,000 -
Islami Bank Bangladesh Ltd. Nalitabari Br. 500,000 -
Islami Bank Bangladesh Ltd. Mongla Br. 500,000 -
Islami Bank Bangladesh Ltd. Highway Br. 500,000 -
Islami Bank Bangladesh Ltd. Patgram SME Br. Lalmonirhat. 500,000 -
Islami Bank Bangladesh Ltd. Mohangonj Br , 900,000 -
Sub Total 40,750,000 38,050,000
Janata Bank Khulna Corporate Branch, Khulna. 300,000 300,000
Sub Total 300,000 300,000
Jamuna Bank Ltd. Mohakhali Branch, Dhaka. 500,000 500,000
Jamuna Bank Ltd. Mirpur Branch, Dhaka. 500,000 500,000
Jamuna Bank Ltd. Dilkusha Branch, Dhaka 500,000 500,000
Jamuna Bank Ltd. Pabna Branch, Paban. 500,000 500,000
Jamuna Bank Ltd. Mohakhali Branch, Dhaka. 500,000 500,000
Jamuna Bank Ltd. Gulshan Branch, Dhaka. 700,000 700,000
Jamuna Bank Ltd. Satabganj Branch, Dinajpur 500,000 500,000
Jamuna Bank Ltd. Rajshahi Branch 500,000 500,000
Jamuna Bank Ltd. Faridpur Branch 500,000 500,000
Jamuna Bank Ltd. Mohadevpur Br. Naogaon - 500,000
Jamuna Bank Ltd. Baligaon Branch, Munshigonj 500,000 500,000
Jamuna Bank Ltd. Baligaon Branch, Munshigonj 500,000 500,000
Jamuna Bank Ltd. Sherpur SME Branch, Bogra 1,000,000 1,000,000
Jamuna Bank Ltd. Baligaon Branch, Munshigonj 500,000 500,000
Jamuna Bank Ltd. Foreign Exchange Br. Motijheel, Dhaka. 500,000 500,000
Jamuna Bank Ltd. Chandpur Branch - 500,000
Jamuna Bank Ltd. Staff Quarter Branch, Demra, Dhaka - 1,000,000
Jamuna Bank Ltd. Bhola Branch 500,000 500,000
Jamuna Bank Ltd. Moulvibazar Branch, Dhaka. 500,000 500,000
Jamuna Bank Ltd. Moulvibazar Branch, Dhaka. 2,000,000 2,000,000
Jamuna Bank Ltd, Kachua Br. Chandpur 500,000 -
Sub Total 11,200,000 12,700,000
LankaBangla Finance Ltd Dhanmondi Branch, Bhaka. 1,000,000 1,000,000
Sub Total 1,000,000 1,000,000
Mercantile Bank Ltd. Rajshahi Branch 300,000 300,000
Mercantile Bank Ltd. Rangpur Branch 300,000 300,000
Mercantile Bank Ltd. Donia Branch, Dhaka - 1,000,000
Mercantile Bank Ltd. Bhola Branch - 1,000,000
Mercantile Bank Ltd. Nayabazar Br. Dhaka 500,000 500,000
Mercantile Bank Ltd. Ashulia Branch, Savar 1,500,000 1,500,000
Mercantile Bank Ltd. Nayabazar Br. Dhaka 500,000 500,000
Mercantile Bank Ltd. Nawabpur Road Branch, Dhaka. 500,000 500,000
Mercantile Bank Ltd. Elephent Road Branch, Dhaka. 500,000 500,000
Mercantile Bank Ltd. Arambagh Branch, Dhaka 1,000,000 1,000,000
Mercantile Bank Ltd. Nayabazar Br. Dhaka 500,000 316
500,000
Sub Total 5,600,000 7,600,000
Meghna Bank Ltd. Munshirhat Branch. Choddogram 500,000 500,000
Meghna Bank Ltd. Munshirhat Branch. Choddogram 700,000 700,000
Meghna Bank Ltd. Munshirhat Branch. Choddogram - 500,000
Meghna Bank Ltd, Munshirhat Br. 300,000 -
Sub Total 1,500,000 1,700,000
Midland Bank Ltd, Valuka Br. Mymensingh. 900,000 -
Midland Bank Ltd. Narshindi Branch 500,000 500,000
Midland Bank Ltd. Mymensingh Branch 500,000 500,000
Midland Bank Ltd. Bhaluka Branch, Mymensingh 900,000 900,000
Sub Total 2,800,000 1,900,000
Modhumoti Bank Ltd. Gulshan Branch, Dhaka. 500,000 500,000
Modhumoti Bank Ltd. Gulshan Branch, Dhaka. 500,000 500,000
Sub Total 1,000,000 1,000,000
Mutual Trust Bank Ltd. Pabna Branch 500,000 500,000
Mutual Trust Bank Ltd. Dinajpur Branch 500,000 500,000
Mutual Trust Bank Ltd. Progati Sarani Branch,Dhaka 500,000 500,000
Mutual Trust Bank, Khulan Br. Khulna. 500,000 -
Sub Total 2,000,000 1,500,000
Midas Financing Limited Islampur SME Branch, Dhaka. - 1,000,000
Sub Total - 1,000,000
National Bank Ltd. Rajshahi Branch 400,000 400,000
National Bank Ltd. Jessore Branch 400,000 400,000
National Bank Ltd. Rangpur Branch 100,000 100,000
Natinoal Bank Ltd. Burimari Branch, 500,000 -
Natinoal Bank Ltd. Burimari Br. 500,000 -
Sub Total 1,900,000 900,000
National Bank of Pakistan Motijheel Branch, Dhaka. 500,000 500,000
National Bank of Pakistan Motijheel Branch, Dhaka. 1,000,000 1,000,000
National Bank of Pakistan Gulshan Branch, Dhaka. 500,000 500,000
Sub Total 2,000,000 2,000,000
National Credit & Commerce Bank Ltd. Rajshahi Branch 500,000 500,000
National Credit & Commerce Bank Ltd. Dinajpur Branch 500,000 500,000
National Credit & Commerce Bank Ltd. Banani Branch, Bhaka. 1,000,000 1,000,000
National Credit & Commerce Bank Ltd. Bagancgra Branch, Jessore 1,000,000 1,000,000
National Credit & Commerce Bank Ltd. Banani Branch, Bhaka. 500,000 500,000
National Credit & Commerce Bank Ltd. Banani Branch, Bhaka. 900,000 900,000
Sub Total 4,400,000 4,400,000
NRB Global Bank Ltd Motijheel Branch, Dhaka. 500,000 500,000
Sub Total 500,000 500,000
NRB Bank Ltd Principal Branch, Dhaka. 500,000 500,000
NRB Bank Ltd. Banani Branch, 900,000 -
Sub Total 1,400,000 500,000
NRBC Bank Ltd. Raipur Sub Br. 500,000 -
NRBC Bank Ltd. Banani Branch, 900,000 -
NRBC Bank Ltd. Saidpur Branch, 500,000 -
NRBC Bank Ltd Panchrukhi Branch, Araihazar, Narayangonj 500,000 500,000
Sub Total 2,400,000 500,000
Prime Bank Ltd. Khulna Branch 300,000 300,000
Prime Bank Ltd. Motijheel Branch, Dhaka. 500,000 500,000
Prime Bank Ltd. IBB, O.R. Nizam Road, Ctg. - 500,000
Prime Bank Ltd. Kushtia Branch 3,000,000 3,000,000
Prime Bank Ltd. Sonargaon Branch, Narayangonj 500,000 500,000
Prime Bank Ltd. Shibpur Branch, Narsingdi 600,000 600,000
Prime Bank Ltd. Dinajpur Branch 500,000 500,000
Prime Bank Ltd, Muradpur Br. 500,000 -
Sub Total 5,900,000 5,900,000
Premier Bank Ltd. Alanker Moor Br. 500,000 -
Premier Bank Ltd. O.R. Nizam Road Br. 500,000 -
Premier Bank Ltd. Dhanmondi Br. 1,500,000 -
Premier Bank Ltd., Motijheel Branch, Dhaka. 200,000 200,000
Premier Bank Ltd., Nawabpur Branch, Dhaka. 500,000 500,000
Premier Bank Ltd., Khulna Branch, Khulna. 500,000 500,000
Premier Bank Ltd., Rangpur Branch, Rangpur. 500,000 500,000
Premier Bank Ltd., Rangpur Branch, Rangpur. 500,000 500,000
Premier Bank Ltd., Motijheel Branch, Dhaka. 500,000 500,000
Premier Bank Ltd., OR Nizam Road Branch, Ctg. 500,000 500,000
Premier Bank Ltd., OR Nizam Road Branch, Ctg. 500,000 500,000
Premier Bank Ltd., OR Nizam Road Branch, Ctg. - 1,000,000
Premier Bank Ltd., Narsingdi Branch 900,000 900,000
Premier Bank Ltd., Jubilee Road Branch,Ctg. - 500,000
Sub Total 7,100,000 6,100,000
Pubali Bank Ltd. Khulna Branch 100,000 100,000
Pubali Bank Ltd. Victorya College Br. Comilla 100,000 100,000
Pubali Bank Ltd. Foreign Exchange Br. Motijheel, Dhaka. 1,000,000 1,000,000
Pubali Bank Ltd. Araihazar Branch, Narayangonj - 500,000
Sub Total 1,200,000 1,700,000
317
Rupali Bank Ltd., B.B. Road Branch, Narayangonj. 500,000 500,000
Rupali Bank Ltd., Narsingdi Branch, Narsingdi. 500,000 500,000
Rupali Bank Ltd., Araihazar Branch, Narayangonj - 500,000
Rupali Bank Ltd, Chapainawabgonj Br. 500,000 -
Rupali Bank Ltd. Namosankarbati Branch, 500,000 -
Rupali Bank Ltd. RUEL Branch, 500,000 -
Sub Total 2,500,000 1,500,000
RAKUB Mitha Pukur Branch, Rangpur. 200,000 200,000
RAKUB Kaliagonj Branch, Dinajpur 200,000 200,000
Sub Total 400,000 400,000
Social Islami Bank Ltd. Babubazar Branch, Dhaka. 300,000 300,000
Social Islami Bank Ltd. Nawabpur Branch, Dhaka. 1,000,000 1,000,000
Social Islami Bank Ltd. Begum Rokeya Sarani Branch, Dhaka. 500,000 500,000
Social Islami Bank Ltd. Mirpur Branch, Dhaka. 200,000 200,000
Social Islami Bank Ltd. New Eskaton Branch 500,000 500,000
Social Islami Bank Ltd. Islampur Branch, Dhaka. 500,000 500,000
Social Islami Bank Ltd. Kushtia Branch 1,500,000 1,500,000
Social Islami Bank Ltd. Savar Branch, Bhaka. 1,000,000 1,000,000
Social Islami Bank Ltd. Laksham Road Branch, Comilla - 500,000
Social Islami Bank Ltd. Savar Branch, Bhaka. 500,000 500,000
Social Islami Bank Ltd. Alanker Mor Branch, Ctg. - 500,000
Social Islami Bank Ltd. Nawabpur Branch, Dhaka. 500,000 500,000
Social Islami Bank Ltd. Motijheel Corporate Branch 500,000 500,000
Social Islami Bank Ltd. Narsingdi Branch, Narsingdi. - 500,000
Social Islami Bank Ltd. Corporate Branch, Dhaka. 500,000 500,000
Social Islami Bank Ltd. Babubazar Branch, Dhaka. 500,000 500,000
Social Islami Bank Ltd. Alanker Mor Branch, Ctg. 500,000 500,000
Social Islami Bank Ltd. Baluchara Branch, Chattogram 500,000 500,000
Social Islami Bank Ltd. Homna Branch, Comilla 500,000 500,000
Social Islami Bank Ltd. Lohagara Branch, Chottagram 1,000,000 1,000,000
Social Islami Bank Ltd. Alanker Mor Branch, Ctg. 500,000 500,000
Social Islami Bank Ltd. Baluchara Branch, Chattogram 500,000 500,000
Social Islami Bank Ltd. Darus Salam Road Branch, Dhaka 500,000 500,000
Social Islami Bank Ltd. Natore Branch - 300,000
Social Islami Bank Ltd. Homna Branch, Comilla 300,000 300,000
Social Islami Bank Ltd. Babubazar Branch, Dhaka. 500,000 500,000
Social Islami Bank Ltd. Navaran Branch, Jessore 200,000 200,000
Social Islami Bank Ltd. Cox's Bazar Branch 500,000 500,000
Social Islami Bank Ltd. Homna Branch, Cumilla 500,000 500,000
Social Islami Bank Ltd. Bangshal Branch, Dhaka 900,000 900,000
Social Islami Bank Ltd. Mohammadpur Branch 500,000 500,000
Social Islami Bank Ltd. Baluchara Branch, Chattogram 500,000 500,000
Social Islami Bank Ltd. Bogura Branch, Bogura 500,000 500,000
Social Islami Bank Ltd. Muradnagar Branch, Cumilla 500,000 500,000
Social Islami Bank Ltd. Principal Branch, Dhaka. - 2,000,000
Social Islami Bank Ltd. Cox's Bazar Br. 500,000 -
Social Islami Bank Ltd. Savar Br. 500,000 -
Social Islami Bank Ltd. Dewanhat Br. Chattogram. 500,000 -
Social Islami Bank Ltd. Navaron Branch, 500,000 -
Social Islami Bank Ltd. Pabna Branch, 500,000 -
Social Islami Bank Ltd. Baluchara Branch, 500,000 -
Social Islami Bank Ltd. Hajigonj Br. 500,000 -
Sub Total 20,400,000 20,700,000
Southeast Bank Ltd. Kotowali Mor Branch, 900,000 -
Southeast Bank Ltd. Khulna Branch 200,000 200,000
Southeast Bank Ltd. Rangpur Branch, Rangpur. 300,000 300,000
Southeast Bank Ltd. Rangpur Branch, Rangpur. 300,000 300,000
Southeast Bank Ltd. Rangpur Branch, Rangpur. 500,000 500,000
Southeast Bank Ltd. Rangpur Branch, Rangpur. 400,000 400,000
Southeast Bank Ltd. Sir Iqbal Road Branch, Khulna - 500,000
Southeast Bank Ltd. Halishahar Branch, Ctg. 1,000,000 1,000,000
Southeast Bank Ltd. Pahartoli Branch, Ctg. 1,000,000 1,000,000
Southeast Bank Ltd. Pabna Branch, Paban. - 500,000
Southeast Bank Ltd. Rangpur Branch, Rangpur. 500,000 500,000
Southeast Bank Ltd. Pabna Branch 500,000 500,000
Southeast Bank Ltd. Pahartali Branch, Ctg. 1,000,000 1,000,000
Southeast Bank Ltd. Halishahar Branch, Ctg. 500,000 500,000
Southeast Bank Ltd. Agrabad Branch, Ctg. 1,000,000 1,000,000
Sub Total 8,100,000 8,200,000
Standard Bank Ltd., Narayangonj Branch 500,000 500,000
Standard Bank Ltd., Faridpur Branch 500,000 500,000
Standard Bank Ltd., Topkhana Road Branch, Dhaka - 500,000
Standard Bank Ltd., Pahartali Branch, Ctg. 500,000 500,000
Standard Bank Ltd., Pahartali Branch, Ctg. 500,000 500,000
Standard Bank Ltd. Ring Road Branch, 500,000 -
Standard Bank Ltd. Bhojeshwar Bazar Br. 500,000 -
Sub Total 3,000,000 2,500,000
318
Shahjalal Bank Ltd., Motijheel Branch, Dhaka. 500,000 500,000
Shahjalal Bank Ltd., Dinajpur Branch 500,000 500,000
Shahjalal Bank Ltd., Joydebpur Chowrasta Branch, 200,000 200,000
Shahjalal Bank Ltd., Kushtia Branch 1,000,000 1,000,000
Shahjalal Bank Ltd., Dinajpur Branch 300,000 300,000
Shahjalal Bank Ltd., Pahartoli Branch, Ctg. 500,000 500,000
Shahjalal Bank Ltd., Progati Sarani, Badda, Dhaka 500,000 500,000
Shahjalal Bank Ltd., Atibazar Branch, Keranigonj 500,000 500,000
Shahjalal Bank Ltd., Pahartali Branch, Ctg. - 1,200,000
Shahjalal Bank Ltd., Pragati Sarani Br. Dhaka 500,000 500,000
Shahjalal Bank Ltd., Pragati Sarani Br. Dhaka 500,000 500,000
Shahjalal Bank Ltd., Pragati Sarani Br. Dhaka 1,000,000 1,000,000
Shahjalal Bank Ltd., Foreign Exchange Br. Motijheel, Dhaka. 1,000,000 1,000,000
Shahjalal Bank Ltd., Bogura Branch, Bogura 1,000,000 1,000,000
Sub Total 8,000,000 9,200,000
Shimanto Bank Ltd Motijheel Branch, Dhaka. 500,000 500,000
Sub Total 500,000 500,000
SBAC Bank Ltd. Bangla Bazar Br. Sonaimuri 1,000,000 1,000,000
SBAC Bank Ltd. Dhanmondi Br. 2,000,000 -
Sub Total 3,000,000 1,000,000
Trust Bank Ltd. Elephent Road Branch, Dhaka. 500,000 500,000
Sub Total 500,000 500,000
United Commercial Bank Ltd. Faridpur Branch 100,000 100,000
United Commercial Bank Ltd. Satoire SME Branch, Faridpur. 500,000 500,000
United Commercial Bank Ltd. Faridpur Branch 100,000 100,000
United Commercial Bank Ltd. Rangpur Branch 300,000 300,000
United Commercial Bank Ltd. Rangpur Branch 300,000 300,000
United Commercial Bank Ltd. Sonargaon Avenue Ladies Br. Dhaka 500,000 500,000
United Commercial Bank Ltd. Madhabdi Branch, Narshindi. 500,000 500,000
United Commercial Bank Ltd. Islampur Branch, Dhaka. 500,000 500,000
United Commercial Bank Ltd. Islampur Branch, Dhaka. 500,000 500,000
United Commercial Bank Ltd. Nawabpur Branch, Dhaka. 1,500,000 1,500,000
United Commercial Bank Ltd. Narsingdi Branch, Narsingdi 700,000 700,000
Sub Total 5,500,000 5,500,000
Union Bank Ltd Munshirhat Branch. Choddogram 500,000 500,000
Union Bank Ltd Bazar Hasnabad Branch, Narshindi 500,000 500,000
Union Bank Ltd Munshirhat Branch. Choddogram 200,000 200,000
Union Bank Ltd Munshirhat Branch. Choddogram 500,000 500,000
Union Bank Ltd Munshirhat Branch. Choddogram 200,000 200,000
Union Bank Ltd Munshirhat Branch. Choddogram 100,000 100,000
Union Bank Ltd Khatungonj Branch, Ctg. - 500,000
Union Bank Ltd, Munshirhat Br. 300,000 -
Union Bank Ltd. Munshirhad Br. 500,000 -
Sub Total 2,800,000 2,500,000
Uttara Bank Ltd BB Avenue Branch, Dhaka 1,000,000 1,000,000
Sub Total 1,000,000 1,000,000
One Bank Ltd, Sonergoan,Janapath Br. 500,000 -
One Bank Ltd., Joypara Branch, Dohar, Dkaka 200,000 200,000
One Bank Ltd., Faridpur Branch 500,000 500,000
One Bank Ltd., Madhabdi Branch, Narshindi. 500,000 500,000
One Bank Ltd., Sonargaon Janapath Branch, Dhaka 500,000 500,000
One Bank Ltd., Madhabdi Branch, Narshindi. 1,000,000 1,000,000
One Bank Ltd., Uttara Branch, Dhaka. 2,000,000 2,000,000
One Bank Ltd., Halishahar Branch, Ctg. 500,000 500,000
One Bank Ltd., Sonargaon Janapath Branch, Dhaka 500,000 500,000
Sub Total 6,200,000 5,700,000
Grand Total 263,400,000 240,200,000

17.02 STD & Current Accounts: 64,396,097 49,179,143


Al-Arafah Islami Bank Ltd.. Motijheel Branch 1,340,905 (435,301)
Al-Arafah Islami Bank Ltd.. Motijheel Corporate 32,412,388 25,168,821
Al-Arafah Islami Bank Ltd.. Motijheel Corporate 1,008,305 1,259,065
Sonali Bank Ltd., Dilkusha Corporate Branch 250,595 29,603
Al-Arafah Islami Bank Ltd., Dilkusha Branch 15,338,344 12,101,444
Al-Arafah Islami Bank Ltd.. Motijheel Corporate 1,136,181 49,728
Islami Bank Bangladesh Ltd., Local Office 8,014,494.00 5,146,243.28
Prime Bank Ltd., Foreign Exchange Branch 3,961,335 4,708,858
CD Accounts Bank Balance 933,550 1,150,682
64,396,097 49,179,143
319
17.02.01 Balance of CD Account for Branches
SL Name of ICICl Closing Balance Closing Balance
Name of Bank Name of Bank's Branch Bank Account No.
No. Branch's as on 31.12.2021 as on 31.12.2020
01 Agrabad Agrabad
Al-Arafah Islami Bank Limited 0051020024331 31,345.00 2,806.50
02 Khulna
Ahshan Ahmed Rd.Al-Arafah Islami Bank Limited 0061020166071 1,665.50 1,700.50
03 B.B. Avenue Ramna
Islami Bank Bangladesh Limited 20501570100424717 4,846.75 3,805.25
04 Badda Progati Sharani
Al-Arafah Islami Bank Limited 0451020012422 18,524.90 19,830.40
05 Banani Banani
Al-Arafah Islami Bank Limited 0201020012626 22,162.00 3,005.50
06 Bangshal North South Road
Al-Arafah Islami Bank Limited 0191020017946 2,008.00 1,891.00
07 Barisal Barishal
Islami Bank Bangladesh Limited 205011101003190013 46,263.00 73,067.50
08 Bogra Bogura
Al-Arafah Islami Bank Limited 008102007139 27,161.00 9,275.00
09 City Center Prime Bank Limited Foreign Exchange 2126119010408 5,586.00 60,749.00
10 Cumilla Cumilla
Al-Arafah Islami Bank Limited 0291020007447 1,568.50 1,730.50
11 Dewanhat Dewanhat
Islami Bank Bangladesh Limited 20502880100123718 590.50 380.00
12 Dilkusha HO Corporate Br.
Al-Arafah Islami Bank Limited 1431020000495 6,432.00 9,878.50
13 Dinajpur Dinajpur
Al-Arafah Islami Bank Limited 0751020006474 2,000.50 1,900.00
14 Faridpur Premier Bank Limited Faridpur 180-111-00000380 - 48.75
15 Hatkhola Prime Bank Limited Motijheel 2104111032118 33,363.00 230,030.50
16 Jessore Jashore
Al-Arafah Islami Bank Limited 0301020003832 2,900.00 2,477.00
17 Kadamtali Kadamtali
Al-Arafah Islami Bank Limited 1161020005006 99,620.00 16,091.00
18 Kawran Bazar Kawran Bazar
Islami Bank Bangladesh Limited 20502220100049700 113,582.10 115,892.10
19 Khatungonj Khatungonj
Al-Arafah Islami Bank Limited 0091020015853 1,940.40 1,765.65
20 Khulna Khulna
Al-Arafah Islami Bank Limited 0061020006273 173,103.25 112,193.25
21 Kushtia Kushtia
Islami Bank Bangladesh Limited 20501330100161911 70,367.60 36,978.10
22 Laldighi Anderkilla
Islami Bank Bangladesh Limited 20501240100494718 34,442.50 93,945.00
23 Local Office Motijheel Corporate
Al-Arafah Islami Bank Limited 0151020053481 121,674.50 53,034.50
24 Malibagh Mouchak
Al-Arafah Islami Bank Limited 0241020121339 1,853.00 1,588.50
25 Mirpur Mirpur-10 Golchottor
Al-Arafah Islami Bank Limited 0741020010859 1,927.00 1,524.00
26 Motijheel Motijheel
Al-Arafah Islami Bank Limited 0021020066749 1,888.50 2,608.50
27 Moulvi Bazar Moulvi Bazar, Dhaka
Al-Arafah Islami Bank Limited 0031020015546 5,300.00 155,702.00
28 Mymensing Mymensing
Al-Arafah Islami Bank Limited 0221020019053 58,741.50 84,784.50
29 Narsindi Prime Bank Limited Narsingdi 2502115000068 1,137.00 22,358.50
30 Nawabpur Nawabpur
Al-Arafah Islami Bank Limited 0121020005558 1,406.50 337.50
31 Pabna Pabna
Al-Arafah Islami Bank Limited 0941020007353 22,117.00 9,817.00
32 Paltan Dilkusha
Al-Arafah Islami Bank Limited 0421020008514 2,018.50 3,473.00
33 Principal Eliphant Road
Al-Arafah Islami Bank Limited 0161020022162 1,406.50 1,615.00
34 Rajshahi Rajshahi
Al-Arafah Islami Bank Limited 0071020003525 8,497.00 9,854.00
35 Rangpur Rangpur
Al-Arafah Islami Bank Limited 0971020009674 2,500.50 2,917.00
36 V.I.P. Road VIP Road, Dhaka
Al-Arafah Islami Bank Limited 0141020014061 3,610.00 1,627.00
Cash at Bank Branch's CD Account= 933,550.00 1,150,682.00
17.03 Balance of BO Accounts: 20,558,665 585,318
Rapid Securities Ltd. 749 6,885
Global Securities Ltd. 293 10,759
Shahjalal Islami Bank Securities Ltd. (9) 891
LankaBangla Securities Ltd. 4,976 138,863
United Securities Ltd. (566) 49,602
Brack EPL Stock Brokerage Ltd. 8,167 18,758
UniCap Investment Ltd. 521,875 359,560
CDBL 20,023,180 -
20,558,665 585,318

18.00 INTEREST, DIVIDEND & RENT: 32,566,201 6,090,205

18.01 INTEREST INCOME: 16,017,727 11,124,472

The break up of the above is given below: Amount (In Taka)


Particulars 2021 2020
Fixed Deposits 13,557,265 7,890,807
Bangladesh Government Treasury Bond 2,445,600 2,303,400
STD & CD Accounts 14,862 930,265
Total 16,017,727 11,124,472

18.02 DIVIDEND INCOME 1,602,798 2,639,143


Details of the above is furnished below:
AIBL Mutual Fund 612,500 -
SBACBBANK 61,865 -
BSCCL 40,000 -
SUMMIT POWER 35,000 -
STANCERAM 90 -
SKTRIMS 42,000 -
MLDYEING 19,000 -
PRIMEINSUR 2,500 -
RUNER AUTO 24,364 -
PARAMAUNT 74,250 -
NEW LINE 45,000 2,272
SQUARE PHARMA 109,193 310,401
BEXIMCO 50,000 165,002
320
SILCO PHAR - 1,470
SEAPEARL 5,786 22
SUMMIT ALLIANCE - 7,470
RUNNER - 7,224
SIBL - 70,823
BARAKA POWER 64,000 338,020
ESQUERNET - 31,335
NBL - 415,000
MBL - 181,633
TRUST BANK - 55,000
UCBL - 387,500
ONE BANK - 70,000
UPGDCL - 72,500
IPDC - 81,261
GP - 8,000
LAFARGE HOLCIM - 16,000
ADVENT - 4,000
NAVANA CNG - 17,500
BASHUNDHARA PAPER - 23,711
CENTRAL PHARMA - 1,000
IDLC - 157,500
QUASEM IND LTD - 2,500
LAFARGE HOLCIM - 1,000
SAMATALEATHER - 1,000
UBL - 210,000
INDOBANGLA 232,200 -
ORION PHARMA 7,500 -
STANDERD INS 68,500 -
ASIAPACINS 18,600 -
EASTLAND 5,250 -
ROBI 42,900 -
ACMELAB 37,500 -
KBPPWBL 4,800 -
Total Dividend Income 1,602,798 2,639,143
19.00 OTHER INCOME 14,945,676 258,640
This is made up as follows:
Capital Gain/(Loss) ----- [Note - 19.01] 14,945,676 258,640
Miscellaneous (Co-Insurance) -
14,945,676 258,640
19.01 CAPITAL GAIN : 14,945,676 (7,932,050)
Above amount represents the profit from sale of shares.
20.00 PREMIUM LESS RE-INSURANCE: 335,120,675 360,729,615
Net Premium Net Premium
Particulars Gross Premium Ceded Premium
2021 2020
Fire 180,511,645 92,819,359 87,692,286 108,366,770
Marine (Cargo) 191,205,283 24,674,022 166,531,261 154,865,297
Marine (Hull) 13,637,151 5,662,363 7,974,788 7,426,988
Motor 39,112,481 1,257,883 37,854,598 64,591,777
Miscellaneous 97,094,593 62,026,851 35,067,742 25,478,783
521,561,153 186,440,478 335,120,675 360,729,615

21.00 MANAGEMENT EXPENSES : 190,024,676 174,313,553

Allocation of management expenses is made up as follows:


Particulars % 2021 2020
Fire insurance 39.34% 74,751,950 75,918,779
Marine Insurance (Cargo) 40.08% 76,164,669 59,652,027
Marine Insurance (Hull) 2.90% 5,501,693 4,081,603
Motor Insurance 8.50% 16,152,887 23,849,643
Misc. Insurance 9.18% 17,453,477 10,811,501
100% 190,024,676 174,313,553

22.00 BASIC EARNING PER SHARE (EPS) 1.82 1.03


The company calculates Earning Per Share ( EPS) in accordance with the IAS 33 which is shown in the face of the statement
of comprehensive income.
2021 2020
Net Profit before Tax 77,995,548 46,344,431
Less: Provision for Income Tax (20,176,067) (15,149,724)
Income Tax paid previous year (2,500,000) -
Deferred Tax Income 53,494 58,446
Net Profit after Taxation attributable to ordinary shareholders 55,372,975 31,253,153
Number of ordinary shares outstanding during the year 30,391,660 30,391,660
Earning Per Share(EPS) Tk.1.82 Tk.1.03321
23.00 NET ASSETS VALUE PER SHARE( NAV) 20.96 19.45
Shareholders Equity at the end of the year 636,992,155 591,142,704
Number of outstanding shares 30,391,660 30,391,660
Net Assets Value Per Share (NAV) at the
20.96 19.45
Financial Position Date
24.00 NET OPERATING CASH FLOW PER SHARE 3.33 (0.02)
Net Cash Flows From Operating Activities 101,084,715 (655,727)
Number of outstanding shares 30,391,660 30,391,660
Net Operating Cash Flow Per Share 3.33 (0.02)
25.00 Transaction With Related Parties:
Details transactions with related parties and balances with them for the year 2021 were as follows:
Name of the related Parties Relationship Nature Nature of Transaction Premium Earned Claim Paid
Kohinoor Chemical Co. (BD) Ltd. Common Director Insurance 3,691,594 -
Reedisha Spinning Ltd. Common Director Insurance 5,554,471
Reedisha Knitex Ltd. Common Director Insurance 5,596,269 3,513,367
Reedisha Tex-Stripe Ltd. Common Director Insurance 2,345,552 -
Dubai Bangla Cement Mills Ltd. Common Director Insurance 20,560,069 -
Dubai Bangla Bag Factory Ltd. Common Director Insurance 823,595 -
Dubai Bangla Lp Gas Ltd. Common Director Insurance 1,766,340 -
Savoy Ice Cream Factory Ltd. Common Director Insurance 1,267,460 124,975
26.00 Events after The Reporting Period:
The Board of Directors recommended 10% cash dividend for the year ended December 31st, 2021 in its 140th Meeting held on 17-02-2022 subject
to Shareholders' approval at the forthcoming annual general meeting.
27.00 Collection From Premium & Other Income Taka
Net Premium 335,120,675
Re-insurance ceded Commission 34,785,123
Profit on Investment % Bank Accounts and Cash Dividend 16,017,727
Cash Dividend 1,602,798
Capital Gain 14,945,676
Accrued Interest at opening 7,713,733
Accrued Interest at closing (8,553,728)
Due from other person or Bodies at opening 189,291,948
Due from other person or Bodies at closing (204,636,716)
Advance, deposit and prepayments excl. tax at opening 17,023,470
Advance, deposit and prepayments excl. tax at closing (16,289,608)
Cash Flow from customer and others 387,021,098
28.00 Payment for management expenses, Re-insurance, Claim & Commission
Agency commission 22,512,677
Un-allocated management expenses 190,024,676
Allocated management expenses 16,681,688
Amount due to other person at opening 86,849,643
Amount due to other person at closing (133,966,665)
Sundry Creditors except IT Provision at opening 10,002,554
Sundry Creditors except IT Provision at closing (22,766,475)
Claim paid during thr year 102,168,843
Deposit Premium (6,877,824)
Insurance Stamp (50,383)
Stamp Duty (consumed on Fire, Motor & Misc.) 592,365
Stock at printing stationary (last year-current year) (9,70,590-9,69,450) 1,140
Total of Management expenses, Claim and others 265,172,239
29.00 Income Tax Paid & Deducted at Source
Advance Tax Paid 18,264,144
Tax paid on the basis of assessment of previous years 2,500,000
Total payment of Tax 20,764,144
30.00 Net operating cash flow per share (NOCFPS)
Net Cash Generated from Operating Activities 101,084,715
=
Number of outstanding Share 30,391,660

= 3.33
31.00 Credit risks
Credit risk is the risk of financial loss to the Company if a customer or counterparty to financial instruments fails to meet its contractual obligations,
and arises principally from cash and cash equivalents, time deposits, and trade accounts receivable.
The credit risk with Amount Due from other person or bodies carrying on insurance business (see note-15) is limited, as the Company has
numerous clients located in various geographical regions. The Company’s exposure to credit risk is influenced mainly by the individual
characteristics of each customer. For risk control, the customers are companied as follows (risk company’s): governmental organizations, listed
public limited companies, and other customers. Credit limits are established for each customer, whereby the credit limit represents the maximum
open amount without requiring payments in advance or letters of credit; these limits are reviewed regularly (credit check).
The maximum exposure to credit risk is represented by the carrying amount of each financial asset, including derivative financial instruments, in the
balance sheet. There are no commitments that could increase this exposure to more than the carrying amounts. 322
32.00 Market risks
Market risk is the risk that changes in market prices, such as interest rates and other prices will affect the Company’s result or the value of its
holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable
parameters while optimizing the return on risk.
33.00 Interest rate risk
At the reporting date, the Company had the following interest-bearing financial instruments: cash and cash equivalents, time deposits, rent deposits,
and bank liabilities. All cash and cash equivalents mature or reprise in the short-term, no longer than three months.
Borrowings mainly bear interest at fixed rates. Cash and cash equivalents and borrowings issued at variable rates expose the Company to cash flow
interest rate risk.
The Company does not account for any fixed-rate borrowings at fair value through profit or loss. Therefore a change in interest rates at the reporting
date would not affect profit or loss.
The Company Treasury manages the interest rate risk to reduce the volatility of the financial result as a consequence of interest rate movements.
For the decision whether new borrowings shall be arranged at a variable or fixed interest rate, the Company Treasury focuses on an internal long-
term benchmark interest rate and considers the amount of cash and cash equivalents held at a variable interest rate. Currently, the interest rate
exposure is not hedged.
At December 31, 2021, if interest rates had been 50 basis points higher/lower with all other variables held constant, post-tax profit for the year

would have been CHF 0.5 million (2019: CHF 0.6 million) higher/lower, mainly as a result of cash positions held at variable rates.
34.00 Liquidity risk
Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they fall due. Company Treasury manages the
Company’s liquidity to ensure sufficient liquidity to meet all liabilities when due, under both normal and stressed conditions, without facing
unacceptable losses or risking damage to the Company’s reputation.
35.00 Disclosures as per requirement of Schedule XI, part II of the Companies Act 1994:
Attendance Status of Board of Directors Meeting
During the period/year the following Board Meeting were held.
The attendance status of all meeting is as follows:
Meeting 2021 2020
Name Designation
Held Attended Attended
1. Mrs. Shahida Anowar Chairman 4 4 4
2. Mr. Abu Bakar Siddiqui Director 4 4 4
3. Mrs. Shirin Akhter Director 4 4 4
4. Mr. M.G. Faruk Director 4 4 3
5. Mrs. Israt Jahan Director 4 3 3
6. Mrs. Nusrat Jahan (Tania) Director 4 4 4
7. Mrs. Nigar Sultana Director 4 3 3
8. Mr. Md. Ashik Hossain Director 4 4 3
9. Mr. Azmat Niaz Director 1 1 -
10. Mr. AZM Shamsul Alam Independent Director 4 3 4
11. Mr. SAM Habibur Rahman Independent Director 1 1 -
Note: Mr. Al-Haj Mohammad Yahya and Mr. Amirul Hasan retired on 30th September 2021. During the year they were attended three
Board Meeting
36.00 Disclosure as per requirement of Schedule XI, part II, para 4
Amount in Taka.
Name Designation Dec. 31, 2021
Meeting Fee
1. Mrs. Shahida Anowar Chairman 17,250
2. Mr. Abu Bakar Siddiqui Director 17,250
3. Mrs. Shirin Akhter Director 17,250
4. Mr. M.G. Faruk Director 17,250
5. Mrs. Israt Jahan Director 17,250
6. Mrs. Nusrat Jahan (Tania) Director 17,250
7. Mrs. Nigar Sultana Director 17,250
8. Mr. Md. Ashik Hossain Director 17,250
9. Mr. Azmat Niaz Director
10. Mr. AZM Shamsul Alam Independent Director 17,250
11. Mr. SAM Habibur Rahman Independent Director
Total 155,250
Note: Mr. Al-Haj Mohammad Yahya and Mr. Amirul Hasan retired on 30th September 2021. During the year they received Tk. 17,250/- each as
Board Meeting attendance fee Totaling Tk. 34,500/-
37.00 Management Key Personnel Disclosure
Date of
Educational Over all experience Salary & Bonus Paid
Sl. Name Position Age (in year) Joining in the Previous employment
Qualification (in year) during the year 2021
Company
B.Com(Hon's),
M.Com
Mir Nazim Uddin Paramount Insurance Co.
01 Chief Executive Officer (Management), 62 9/1/2013 37 8,730,000
Ahmed Ltd.
CA Course
Completed

Md. Anisur BSC (Hon's),


02 Consultant 62 8/2/2021 36 Al-Arafah Islami Bank Ltd. 496,774
Rahman MSC.

Md. Anwarul Additional Managing Director


03 M.S.S 59 3/1/2001 32 Rupali Insurance Co. Ltd. 3,225,000
Hossain and Incharge, Local Office

323
Mohammed Additional Managing Director Paramount Insurance Co.
04 B.A.(Pass) 50 1/1/2014 26 3,035,000
Nizam Uddin and Incharge, Banani Branch Ltd.

B.Com (Pass),
M.Com(Accountin
g),
Certified Financial
Consultant
Moinul Ahsan Deputy Managing Director & Takaful Islami Insurance Co.
05 (Canada), 50 3/18/2021 26 1,493,226
Chowdhury Chief Financial Officer Ltd.
CA Course
Completed,
AML/CFT Risk
Management
Mester Class.

B.Com (Pass),
M.Com(Accountin
g/Preliminary
Md.
06 Company Secretary completed), 56 12/1/2008 27 Express Insurance Limited 1,224,560
Aktharuzzaman L.L.B., ITP,
CA Course
Completed

38.00 Disclosure as per requirement of Companies Act, 1994 and Securities & Exchange rules:
(1) Number of employees received upto Tk. 4,500/- per month is Nil.
(2) Number of employees received salary above Tk. 4,500/- is 337 nos.
(3) The company has no contingent Liabilities
(4) During the year under review no compensation was allowed by the company to the Chief Executive and Officers of the company except their
regular remuneration.
(5) No Amount of money was spent by the company for compensating any member of the Board for special service rendered.
(6) During the year under review an amount of Tk. 1,89,750/- was paid to the Directors of the company for Board meeting attendance fees as per
allowable rate of the Insurance Development and Regulatory Authority (IDRA).
(7) No transaction of Miscellaneous expenditure exceeded Tk. 1,000/-
(8) There was no Bank guarantee issued by the Company on behalf of their Directors.
(9) Auditors were paid only statutory audit fee duly approved by the shareholders in the last A.G.M.
(10) There was no capital work in progress at the end of the accounting year.
(11) No expenses were paid as royalty and salary to technical experts etc.
(12) During the year Company was not entered into any agreement with the third party.
(13) There was no Capital expenditure commitment as at December 31, 2021
(14) There was no claim against Company, which was not acknowledgement as debt other than normal course of business.
(15) There was no credit facility available to the Company under any contract availed of as on December 31, 2021 other than trade credit availed in
the ordinary course of business.
(16) There was no event occurred after Balance Sheet date, which might have effected financial position of the Company as per Balance sheet date
except as disclosed in the Note No.26.00.

39.00 Contingent Liabilities:

VAT:
The VAT registration number of the company is BIN : 002410528-0202 under area Dhaka (South). Year wise VAT status of the company is
given below.

VAT on Agency Commission Demand by


Year Custom, Excise & VAT Commissionerate, Current Status
Dhaka (South)
2021 The Commissioner of Custom Excise & VAT Commissionerate, Dhaka
(South), Dhaka vide their letter no- 4(6)120-g~tbxt/gymK Av`vq? Bmt Kgvt Býy¨t/2016
2020 dated 24/11/2016 demaned VAT on agency commission for Tk.
2019 1,22,16,021/- against the year 2013 and 2014

2018 The Company submitted writ petition to the honorable High Court
2017 Division. Writ petition no. 16032 of 2016 and writ petition no. 16033 of
2016 against the demand.
2016
2015 cieZ©x‡Z, MYcÖRvZš¿x evsjv‡`k miKvi, Af¨šÍixY m¤ú` wefvM, XvKv KZ…©K RvwiK…Z g~j¨ ms‡hvRb
Ki,cÖÁvcb ZvwiL 28 •Rô¨,1427 e½vã/11 Ryb, 2020 Lªxóvã, Gm.Avi.I. bs-144-AvBb/2020/ 105-
2014 6,430,885.00 g~mK G cÖ`Ë ÿgZve‡j exgv †Kv¤úvbx KZ…©K G‡RwÝ Kwgkb eve` cwi‡kvwaZ A‡_©i wecix‡Z g~j¨
2013 5,785,136.00 ms‡hvRb Ki KZ©b wel‡q Ae¨vnwZ †`qv n‡q‡Q| hvi †mevi ‡KvW-S027.00|
Total= 12,216,021.00

324
Net Assets Value per Share-2021
The price of the common stock of Islami Commercial Insurance Co. Ltd. Has been
Particulars Amount (Tk.)
A. ASSETS:
Investment in Bangladesh Govt. Treasury Bond (BGTB) - at cost 25,000,000.00
Investment in Shares - at cost 210,336,163.00
Interest Accrued but not due 8,553,728.00
Amount due from other persons or bodies carrying on Insurance Business 204,636,716.00
Sundry Debtors (Including Advances, Deposits & Prepayments) 124,657,759.00
Cash in hand and at Banks 354,611,174.00
Printing & Stationeries and Stamp in Hand 1,038,096.00
Fixed Assets and Others Accounts 158,177,119.00
Total 1,087,010,755.00
B. LIABILITIES:
Balance of Funds and Accounts 138,833,142.00
Estimated Liabilities in respect of outstanding claims whether due or intimated 39,467,482.00
Sundry Creditors (Including Provision for Expenses and Taxes) 22,766,475.00
Provision for Taxation 98,947,683.00
Deferred Tax Liabilities (153,061.00)
Amount due to other persons or bodies carrying on Insurance Business 133,966,665.00
Premium Deposite 16,190,214.00
Total 450,018,600.00
Net Assets (A-B) 636,992,155.00
No. Of Shares 30,391,660
Intrinsic Value / Net Assets Value per Share 20.96

We have examined the above calculation of net Assets Value (NAV) of the Company which

325
Islami Commercial Insurance Co Ltd
Head Office, Dhaka
Schedule of Management Expenses as on 31st December, 2021

Taka Taka
Sl. No Particulars
2021 2020
01 Car Fuel 5,633,080.00 5,545,536.00
02 Salary & Allowance 136,366,057.00 124,206,068.00
03 Bonus & Exgratia 11,989,390.00 9,758,421.00
04 Incentive Bonus - -
05 Staff tea & Refreshment - 2,045,432.00
06 Promotional Expense - 1,464,424.00
07 Printing & Stationary 1,861,792.00 2,121,523.00
08 Entertainment 1,598,436.00 394,503.00
09 Conveyance 1,465,619.00 1,226,570.00
10 Telephone Bill 413,247.00 540,777.00
11 Mobile Bill 1,231,700.00 1,278,886.00
12 Internet Bill 532,758.00 -
13 Office Maintenance 1,510,675.00 283,380.00
14 Office Cleaner 379,800.00 286,190.00
15 Revenue Stamp 195,116.00 20,054.00
16 Postage Expenses 289,131.00 677,500.00
17 Insurance Premium 8,970.00 122,313.00
18 Garage Rent 636,500.00 98,882.00
19 Paper & Periodicals (News Paper) 115,976.00 76,840.00
20 Repair & Maintenance (Vehicles) 50,809.00 3,133,884.00
21 Car Allowance 850,000.00 353,699.00
22 Repair & Maintenance -AC 59,519.00 241,110.00
23 Car Maintenance/Spare Parts 3,987,279.00 15,400.00
24 Bank Charge 397,492.16 1,320.00
25 Excise Duty 371,665.00 1,591,680.00
26 Books & Periodicals - 30,100.00
27 Repair & Maintenance -Others 2,500.00 163,840.00
28 Training Fee 54,639.00 69,900.00
29 Electricity Bill 1,812,145.00 2,213,577.00
30 Gas Bill 22,100.00 320,000.00
31 WASA 187,369.00 2,110,962.00
32 Drinking/Mineral Water 73,520.00 495,365.00
33 Service Charge 2,668,615.00 -
34 Software (service charge) 318,500.00 37,000.00
35 Co-Insurance Service Charge 80,293.00 1,262,383.00
36 Calander 865,520.00 13,500.00
37 Note Book - 10,846,212.00
38 Yearly Dairy 218,900.00 305,315.00
39 Hospitality 44,596.00 426,125.00
40 Ipo Application Exp 38,000.00 -
41 Picnic/ Daily Allowances 165,444.00 43,700.00
42 Labour and Carrying 22,160.00 357,350.00
43 Office Rent 12,291,339.00 20,515.00
44 Business Dev Exp - 25,020.00
45 Tour Bill 386,451.00 16,797.00
46 Board Meeting Exp 149,317.00
47 Gift 65,556.00
48 Wages -
49 Bima Fee Stamp -
50 Misc. Expenditure 15,740.00
51 Branch Managers Conference 596,961.00 71,500.00
Total 190,024,676 174,313,553

Allocation of Management Expenses to different Class of Business


Sl. No Class of Business % Taka
1 Fire 39.34 74,751,950.00
2 Marine 40.08 76,164,669.00
3 Marine Hull 2.90 5,501,693.00
4 Motor 8.50 16,152,887.00
5 Misc 9.18 17,453,477.00
Total 100 190,024,676

326
SCHEDULE OF FIXED ASSETS AS AT DECEMBER 31, 2021
Sch-"A"
i) Cost
COST DEPRECIATION

Particulars Written down value Sold during Addition during Total at December Rate At January 01, Depreciation for At December 31, Written down
At Jan. 01, 2021
on Jan 01, 2021 the period this year 31, 2021 2021 the year 2021 2021 value.

Tk. Tk. Tk. Tk. Tk. Tk. Tk. Tk. Tk.


Furniture & Fixture 7,826,715 3,881,235 77,400 7,904,115 10% 3,945,480 390,364 4,335,844 3,568,271
Office Equipment 12,215,866 4,645,635 148,100 12,363,966 15% 7,570,231 710,615 8,280,846 4,083,120
Vehicles 63,480,207 17,425,831 - 63,480,207 20% 46,054,376 3,485,166 49,539,542 13,940,665
Crockeries & Cutleries 194,370 68,702 17,400 211,770 20% 125,668 16,620 142,288 69,482
Office decoration 9,887,914 4,218,157 53,330 9,941,244 10% 5,669,757 427,149 6,096,906 3,844,338
Air conditioner 5,042,315 1,955,738 239,786 5,282,101 15% 3,086,577 304,879 3,391,456 1,890,645
Software Installation 1,491,400 577,586 - 1,491,400 20% 913,814 115,517 1,029,331 462,069
Telephone Installation 306,465 139,466 7,900 314,365 15% 166,999 21,850 188,849 125,516
Building 43,665,870 37,872,195 - 43,665,870 2% 5,793,675 757,444 6,551,119 37,114,751
Land 1,480,000 1,480,000 - - 1,480,000 0% - - - 1,480,000
Total Tk. 145,591,122 72,264,545 - 543,916 146,135,038 73,326,577 6,229,604 79,556,181 66,578,857

ii) Revaluation
COST DEPRECIATION

Particulars Written down value Sold during Addition during Total at December Rate At January 01, Depreciation for At December 31, Written down
At Jan. 01, 2021
on Jan 01, 2021 the period this year 31, 2021 2021 the year 2021 2021 value.

Tk. Tk. Tk. Tk. Tk. Tk. Tk. Tk. Tk.


Building 93,854,130.00 81,477,167.00 - 11,750,638 105,604,768 2% 12,376,963.00 1,629,543.00 14,006,506.00 91,598,262
Total 93,854,130.00 81,477,167.00 - 11,750,638 105,604,768 12,376,963.00 1,629,543.00 14,006,506.00 91,598,262
Grand Total (i+ii) 239,445,252 153,741,712 - 12,294,554 251,739,806 85,703,540 7,859,147 93,562,687 158,177,119

327
Islami Commercial Insurance Co. Ltd
Statement showing details of Re-insurance ceded and accepted by the Islami Commercial Insurance Co. Ltd.
during the year ended-2021

PREMIUM COMMISSION CLAIMS

Class Received on Paid on Paid on


of Business Paid on Received on Received on
Re- Foreign Re- Re-
Re-insurance NET Direct Re-insurance NET Re-insurance NET
Direct Business insurance Re-Insurance insurance Direct Business insurance
ceded Business ceded Accepted ceded
Accepted Accepted

Fire
Private 166,845,432.00 73,468,367.00 5,727,147.00 87,649,918 22,419,919.00 196,716,385.00 112,298,081.00 84,418,304
Public 13,666,213.00 13,623,845.00 42,368 1,774,651.00 -
Total 180,511,645 87,092,212 87,692,286 - 24,194,570 196,716,385 112,298,081 84,418,304
Marine Cargo
Private 169,998,607.00 7,558,865.00 162,439,742 3,047,862.00 10,243,731.10 10,243,731
Public 21,206,676.00 17,115,157.00 4,091,519 2,995,295.00 28,961.00 (28,961)
Total 191,205,283 - 24,674,022 - 166,531,261 - 6,043,157 10,243,731 28,961 10,214,770
Marine Hull
Private 12,279,711.00 696,145.00 3,543,271.00 8,040,295 111,383.00 - - -
Public 1,357,440.00 1,422,947.00 (65,507) 72,663.00 - - -
Total 13,637,151 - 2,119,092 3,543,271 7,974,788 - - 184,046 - - - - -
Misc. & Engg
Private 38,955,945.00 848,142.00 38,107,803 381,041.00 1,687,474.00 1,687,474
Public 58,138,648.00 61,178,709.00 (3,040,061) 3,739,725.00 1,540,256.00 (1,540,256)
Total 97,094,593 62,026,851 - 35,067,742 - 4,120,766 1,687,474 1,540,256 147,218
Motor
Private 36,053,045.00 831,412.00 - 35,221,633 242,584.00 7,388,551.00 - 7,388,551
Public 3,059,436.00 426,471.00 2,632,965 - - -
Total 39,112,481 1,257,883 - 37,854,598 - 242,584 7,388,551 - 7,388,551
Total Private 424,132,740 - 83,402,931 9,270,418 331,459,391 - - 26,202,789 - 216,036,141 - 112,298,081 103,738,060
Total Public 97,428,413 - 93,767,129 - 3,661,284 - - 8,582,334 - - 1,569,217 (1,569,217)
Grand Total 521,561,153 - 177,170,060 9,270,418 335,120,675 - - 34,785,123 - 216,036,141 - 113,867,298 102,168,843

328
(b) Information as is required under section 186 of the †Kv¤úvwb AvBb, 1994 relating to holding Company

As there is no holding Company, Information as is required under section 186 of the Company Act 1994 is not applicable here.

329
( c ) Selected ratios as specified in Annexure-D

(1) Among others, the following ratios of the issuer for the last 05(five) years or shorter period from commercial operation certified by the Auditor;
Auditor’s certificate regarding calculations of EPS and Other Ratios of Islami Commercial Insurance Company Limited
The following ratios have been computed from the Audited Financial Statements of Islami Commercial Insurance Company Limited for the years ended 31 December 2021,2020, 2019, 2018 and
2017
Sl Ratios Formula 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17

Calculation Result Calculation Result Calculation Result Calculation Result Calculation Result
1.Liquidity Ratios
i Current Ratio Current Assets 903,833,636 2.90 790,901,197 3.44 768,082,213 3.03 763,958,494 2.49 680,036,913 2.80
(Times)
Current Liabilities 311,185,458 229,752,166 253,205,085 307,377,735 243,133,923

ii Quick Ratio (Times) Current Assets- 778,137,781 2.50 682,686,381 2.97 598,170,420 2.36 608,473,362 1.98 534,426,657 2.20
Inventory-
Advance, Deposit &
Prepayment
Current Liabilities 311,185,458 229,752,166 253,205,085 307,377,735 243,133,923

2. Operating Efficiency Ratios

i Accounts Receivable Gross Premium 521,561,153 2.54 551,966,426 4.18 502,029,252 9.08 462,876,880 13.58 410,212,107 17.19
Turnover Ratio
(Times)
Average Accounts 205,098,063 132,100,893 55,272,675 34,075,873 23,863,750
Receivable

ii Inventory Turnover COGS N/A N/A N/A N/A N/A


Ratio (Times)
Average Inventory

iii Asset Turnover Gross Premium 521,561,153 0.51 551,966,426 0.57 502,029,252 0.52 462,876,880 0.50 410,212,107 0.49
Ratio (Times)
Average Total 1,028,326,832 962,287,784 957,408,456 919,838,322 838,124,260
Assets

330
3.Profitability Ratios

i Gross Margin Ratio Gross Margin 69,970,182 0.13 57,131,859 0.10 34,331,890 0.07 (5,146,049) -0.01 10,959,974 0.03
(%)
Gross Premium 521,561,153 551,966,426 502,029,252 462,876,880 410,212,107

ii Operating Profit Operating Income 45,429,347 0.09 40,435,569 0.07 17,058,644 0.03 (20,468,680) -0.04 (11,602,785) -0.03
Ratio (%)
Gross Premium 521,561,153 551,966,426 502,029,252 462,876,880 410,212,107

iii Net Profit Ratio (%) Net Profit after Tax 55,372,975 0.11 31,253,153 0.06 33,625,803 0.07 5,408,266 0.01 52,327,777 0.13
Gross Premium 521,561,153 551,966,426 502,029,252 462,876,880 410,212,107

iv Return on Assets Net profit after Tax 55,372,975 0.05 31,253,153 0.03 33,625,803 0.04 5,408,266 0.01 52,327,777 0.06
Ratio (%)
Average Total 1,028,326,832 962,287,784 957,408,456 919,838,322 838,124,260
Assets

v Return on Equity Net Profit After 55,372,975 0.09 31,253,153 0.05 33,625,803 0.06 5,408,266 0.01 52,327,777 0.10
Ratio (%) Tax
Average Share 614,067,430 575,516,128 550,432,649 540,687,251 516,678,413
Holders Equity

vi Earning Per Share Net Earnings 55,372,975 1.82 31,253,153 1.03 33,625,803 1.14 5,408,266 0.18 52,327,777 1.95
(EPS) (Tk.)
Weighted Average 30,391,660 30,391,660 29,506,480 29,506,480 26,824,080
Numbers of Shares

vii Earnings before EBITDA 85,854,695 0.16 55,286,430 0.10 60,205,342 0.12 19,072,588 0.04 71,081,444 0.17
interest, taxes,
depreciation and
amortization
(EBITDA) margin
(%)
Revenue 521,561,153 551,966,426 502,029,252 462,876,880 410,212,107

4.Solvency Ratios

i Debt to Total Total Debt - 0.00 - 0.00 - 0.00 - 0.00 - 0.00


Assets Ratio
Total Asset 1,087,010,755 7,713,733 18,865,500 16,370,600 24,802,500

331
ii Debt to Equity Long Term Debt - 0.00 - 0.00 - 0.00 - 0.00 - 0.00
Ratio (Times)
Share Holders 636,992,155 591,142,704 559,889,551 540,975,747 540,398,754
Equity

iii Time Interest EBIT 77,995,548 0.00 46,344,431 0.00 49,915,815 0.00 7,682,111 0.00 59,893,092 0.00
Earned Ratio (
Times)
Interest Charge - - - - -

iv Debt Service Cash available for 354,611,174 0.00 296,807,760 0.00 331,377,941 #DIV/ 371,522,858 0.00 393,814,695 #DIV/
Coverage Ratio Debt Services 0! 0!
Total Debt - - - - -
Services

5.Cash Flow Ratios


i Net Operating Net Operating 101,084,715 3.33 (655,727) -0.02 (76,786,839) -2.60 67,179,372 2.28 87,991,433 3.28
Cash Flow per Cash Flow
Share (NOCFPS)
Nunber of Share 30,391,660 30,391,660 29,506,480 29,506,480 26,824,080
Outstanding

ii NOCFPS to EPS Net Operating 3.33 1.83 (0.02) -0.02 (2.60) -2.28 2.28 12.42 3.28 1.68
Ratio Cash Flow per
Share
EPS 1.82 1.03 1.14 0.18 1.95

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

332
(2) If the issuer is not in commercial operation, projected ratios shall be furnished;

ICICL has been in operation since last 22 years. Hence, projected ratios are not applicable.

(3) Any other ratio as may be pertinent to the issuer and the issue or required by the Commission shall also be furnished;

Except the above, there are no additional ratio is disclosed in the prospectus.

(4) All the ratios shall be explained and compared with the industry or sector average ratios of the same periods along with sources of the information.

We compare the ratio of Islami Commercial Insurance Company limited with the ratio of another 03 non life islami shariah based insurance company in the industry
such as:
1. Islami Insurance Bangladesh Limited
2. Northern Islami Insurance Limited
3. Takaful Islami Insurance Limited

Justification of consideration of above three companies:

1. The above three companies are very similar to the islami commercial insurance Company as their business nature, i.e,
non life insurance company.

14. All are Shariah based insurance company.

Source of Information:

All the data for calculating ratios are collected from each company’s Audited Financial Statements published on their respective websites.

However, due to unavailability of Audited financial Statements for the year ended 2021, we are unable to calculate and compare the financial performance for the year
2021.

333
All the ratios shall be explained and compared with the industry/sectors average ratios of the same periods along with sources of the information. [As per condition
4. of Annexure-D of Bangladesh Securities and Exchange Commission (Public Issue) Rules 2015]

Sl Ratios 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17

ICICL Industry ICICL Industry ICICL Industry ICICL Industry


1 Liquidity Ratios

i Current Ratio (Times) 3.44 2.18 3.03 2.39 2.49 2.38 2.80 2.59
ii Quick Ratio (Times) 3.10 1.86 2.36 2.04 1.98 2.01 2.20 2.27
2 Operating Efficiency Ratios

i Accounts Receivable Turnover Ratio (Times) 4.18 3.70 9.08 3.03 13.58 2.56 17.19 3.16
ii Inventory Turnover Ratio (Times)
iii Asset Turnover Ratio (Times) 0.57 0.56 0.52 0.48 0.50 0.40 0.49 0.31
3 Profitability Ratios

i Gross Margin Ratio (%) 0.10 0.13 0.07 0.15 -0.01 0.18 0.03 0.22
ii Operating Profit Ratio (%) 0.10 0.08 0.07 0.09 -0.01 0.12 0.03 0.14
iii Net Profit Ratio (%) 0.06 0.10 0.07 0.12 0.01 0.13 0.13 0.20
iv Return on Assets Ratio (%) 0.03 0.06 0.04 0.06 0.01 0.05 0.06 0.06
v Return on Equity Ratio (%) 0.05 0.10 0.06 0.10 0.01 0.09 0.10 0.10
vi Earning Per Share (EPS) (Tk.) 1.03 1.84 1.14 1.70 0.18 1.48 1.95 1.63
vii Earnings before interest, taxes, depreciation and 0.10 0.15 0.12 0.18 0.04 0.21 0.17 0.29
amortization (EBITDA) Margin
4 Solvency Ratios

i Debt to Total Assets Ratio 0.00 0.00 0.05 0.00 0.00 0.00 0.01 0.01
ii Debt to Equity Ratio (Times) 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.01
iii Time Interest Earned Ratio ( Times) 0.00 483.36 0.00 0.00 0.00 0.00 0.00 0.00
iv Debt Service Coverage Ratio 0.00 0.00 10.76 #DIV/0! 0.00 87.92 106.86 29.04
5 Cash Flow Ratios

i Net Operating Cash Flow per Share -0.02 4.97 -2.60 2.05 2.28 1.79 3.61 2.22
(NOCFPS)
ii NOCFPS to EPS Ratio -0.02 2.69 -2.28 1.18 12.65 1.22 1.85 1.34

Note:

1) The individual ratio of ICICL has been calculated based on Audited Financial Statements of the last four years (31 December 2020, 31 December 2019, 31 December 2018 and 31 December
2017. It is mentionable here that due to 2021 industry data was not published at the time of preparing prospectus, we could not able to compara those year industry data with ICICL.

2) The Industry Average Ratio is calculated through using the ratio of three listed non life islami shariah based insurance companies for the year ended 31 December 2020, 31 December 2019,
31 December 2018 and 31 December 2017.

3) The justification for consideration of selecting peer companies are given below:

334
i) Similar sector (non life Insurance)
ii) All are shariah based non life insurance Company

Explanation of the ratios

Industry average ratio have been calculated taking into account the financial of peer companies listed with the stock exchanges as mentioned above. Sector average is considerable here on the
basis of such related business similar to the business of ICICL in the Insurance Sector.

From the results of ratios, it is observed that most of the ratios of ICICL are favorable reflecting satisfactory financial position.

Liquidity ratio

ICICL current and quick ratio is consistent over the period meaning the company readily available to pay off its short term liabilities.

Operating efeciency ratio

Operating ratios assess the efficiency of operations of the business of ICICL. The account receivable turnover ratio of ICICL is fluctuating over the four years period due to increase of accounts
receivables where as industry ratio is less fluctuating. This indicates that the ICICL is concentrating on more credit sale compare to industry

Inventory turnover ratio is not applicable for ICICL.

Asset turnover ratio is better than industry average asset turnover ratio which indicates efficient use of fixed assets by ICICL.

Overall profitability position of the company has been improved over last four years.

The individual EPS of ICICL is satisfactory level over the year except 2018. EPS of ICICL is consistent with industry EPS, i.e above Tk. 1 which indicates abilitu to pay dividend.

Again, return on equity, ICICL ratio is lower than industry average.

Solvency ratio

Solvency ratio is a key metric used to measure ICICL ability to meet its debt and other obligations. The solvency ratio indicates whether a company‟ s cash flow is sufficient to meet its short-
term and long-term liabilities. The lower a company's solvency ratio is, the greater the probability that it will default on its debt obligations.

ICICL is not exposed to debt to asset ratio and debt to equity ratio due to here were insignificant level of debt during last four years. Infact insurance industry is less exposed to debt impact
due to industry practice.

Cashflow ratio

Cash flow ratios mainly used to assess the quality of earnings of the business of the company which provides an unbiased assessment about ICICL performance. In case of net operating cash
flow per share, DGIC‟ s ratio is higher compared to industry average ratio over the year 2017-2018 which was negative during the year 2019-2020 due to claim settlement. NOCFPS to EPS
Ratio of ICICL and Industry consistent except 2019 and 2020.

335
(d) Auditors report under Section 135(1), Paragraph 24(1) of Part II of Schedule III of the†Kv¤úvwb AvBb, 1994. The report shall include comparative income statements
and balance sheet and aforementioned ratios for immediate preceding five accounting years of the issuer. If the issuer has been in commercial operation for less than
five years, the above mentioned inclusion and submission will have to be made for the period since commercial operation;
Auditor's Report in pursuance to Section 135(1) and paragraph 24(1) (3) and 25 of part-II of the Schedule III of the Companies Act, 1994

We, based on the audited financial statements of Islami Commercial Insurance Company Limited for the years ended 31 December 2021, 2020, 2019, 2018 & 2017 and other
figures extracted from the said audited financial statements as certified, report in pursuance to Section 135(1) and paragraph 24(1) (3) and 25 of part-II of the Schedule-III of
the Companies Act, 1994 as under:

Islami Commercial Insurance Company Limited (ICICL) was incorporated as a Public Limited Company on 18 October 1999 under the Companies Act 1994 and the
company commenced commercial operation on 18 October 1999.

Comparative Financial Positions are as under:

A. Statement of financial position


Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
EQUITY AND LIABILITIES
Share Capital
Authorized Capital:
10,00,00,000 Ordinary Shares of Tk. 10 each 1,000,000,000 1,000,000,000 750,000,000 750,000,000 750,000,000
Issued, Subscribed and Paid up Capital:
30,391,660 Ordinary Shares of Tk. 10 each 303,916,600 303,916,600 295,064,800 295,064,800 268,240,800
Reserve or Contingency Account 333,075,555 287,226,104 264,824,751 245,910,947 272,157,954
Reserve for Exceptional Losses 152,049,754 138,644,927 133,644,927 130,644,927 128,644,927
Profit and Loss Appropriation Account 35,317,055 42,167,086 12,265,733 16,867,489 45,114,496
Revaluation Reserve 105,604,768 93,854,130 93,854,130 93,854,130 93,854,130
Reserve for Investment Fluctuation Fund 40,103,978 12,559,961 25,059,961 4,544,401 4,544,401

Total Shareholders' Equity 636,992,155 591,142,704 559,889,551 540,975,747 540,398,754

Balance of Funds & Accounts: 138,833,142 148,748,039 141,838,023 111,530,771 96,259,713


Fire Insurance Business 35,076,914 43,346,708 42,915,229 42,959,685 29,909,037
Marine (Cargo) Insurance Business 66,612,504 61,946,119 54,554,836 35,437,476 40,296,531
Marine (Hull) Insurance Business 7,974,788 7,426,988 4,709,133 - -
Motor Insurance Business 15,141,839 25,836,711 28,498,409 21,211,067 18,811,692
Miscellaneous Insurance Business 14,027,097 10,191,513 11,160,416 11,922,543 7,242,453
Liabilities and Provisions 311,185,458 229,752,166 253,205,085 307,377,735 243,133,923
Estimated liabilities in respect of outstanding claims 39,467,482 44,915,530 50,626,675 38,435,530 35,218,167
whether due or intimated
Amount due to other persons or bodies carrying on 133,966,665 86,849,643 - 137,135,780 71,654,747
insurance business

336
Deposit Premium 16,190,214 9,312,390 9,021,059 5,953,277 5,116,013
Sundry Creditors 22,766,475 10,002,554 7,541,608 125,853,148 126,375,996
Bank Loan against lien of MTDR - - 49,360,000 - 4,769,000
Provision for Taxation 98,947,683 78,771,616 136,696,864 - -
Deferred Tax Liabilities (153,061) (99,567) (41,121) - -
Total 1,087,010,755 969,642,909 954,932,659 959,884,253 879,792,390

PROPERTY AND ASSETS


Non-Current Assets 393,513,282 367,614,652 386,446,821 389,527,017 315,564,939
Fixed Assets 158,177,119 153,741,712 161,850,446 170,925,759 174,755,477
Investment - at Cost (BGTB) 25,000,000 25,000,000 25,000,000 25,000,000 25,000,000
Investment in Share 210,336,163 188,872,940 199,596,375 193,601,258 115,809,462

Current Assets 337,848,203 304,133,158 235,693,681 197,169,937 169,437,955


Accrued Interest 8,553,728 7,713,733 18,865,500 16,370,600 24,802,500
Amount due from other persons or bodies Carrying on 204,636,716 189,291,948 48,330,604 26,978,646 -
insurance business
Sundry Debtors 124,657,759 107,127,477 168,497,577 153,820,691 144,635,455

Stamps in Hand 67,506 117,889 534,119 88,791 109,451


Stock of Printing Materials 970,590 969,450 880,097 1,575,650 865,350

Cash and Cash Equivalent: 354,611,174 296,807,760 331,377,941 371,522,858 393,814,695


Fixed Deposit Account 263,400,000 240,200,000 275,000,000 276,400,000 312,500,000
STD & Current Account 63,462,547 48,028,461 42,786,823 78,881,713 72,825,414
Cash With BO Accounts 20,558,665 1,093,008 585,318 4,241,274 28,875
Cash in Hand 7,189,962 7,486,291 13,005,800 11,999,871 8,460,406

Total 1,087,010,755 969,642,909 954,932,659 959,884,253 879,792,390


Net Asset Value (NAV) per share 20.96 19.45 18.98 18.33 20.15

337
B. Statement of Operating Results:
Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
MANAGEMENT EXPENSES
(Not applicable to any fund or account):
Directors‟ fees 292,750 264,500 510,000 414,000 902,750
Audit fee 126,500 92,000 92,000 70,000 70,000
Legal expenses 751,200 52,496 13,800 141,450 -
Consultancy Fee - - - - 92,000
Advertisement 186,278 160,440 115,543 34,600 52,076
Authorised Capital raising / Consent Fee - 230,000 26,824 27,386 -
Branch Licence and Training Expenses 249,500 308,850 264,695 136,530 79,500
Leavy and Annual Subscription to BIA 100,000 200,000 225,000 300,000 200,889
Donation & Subscription 329,350 909,723 3,255,460 319,076 1,353,000
Registration and Renewals 1,102,668 1,026,250 1,037,946 889,112 1,440,373
Credit Rating Fee 119,444 160,000 160,000 160,000 160,000
Annual General Meeting - 190,302 -
Compensation to Custom, Excise & VAT - 1,040,000 215,000 - 1,048,819
Compensation for non issuing IPO 8,115,000
Paid to IDRA-UMP Charge 1,409,221 802,508 1,067,451 1,440,000 5,975,000
Workers profit Participation fund 3,899,777 2,317,222 -
Depreciation (Sch-A) 7,859,147 8,941,999 10,289,527 11,390,477 11,188,352
Net Profit/(Loss) before tax 77,995,548 46,344,431 49,915,815 7,682,111 59,893,092
Total 102,536,383 63,040,721 67,189,061 23,004,742 82,455,851
INTEREST, DIVIDEND AND RENT
(Not applicable to any fund or account): 32,566,201 5,908,862 32,857,171 28,150,791 71,495,877
Interest Income 16,017,727 11,124,472 23,815,503 13,952,684 28,868,263
Cash Dividend on Share 1,602,798 2,639,143 1,585,944 2,751,104 7,199,155
Capital Gain/(Loss) 14,945,676 -7,932,050 7,197,084 11,447,003 35,428,459
Co-Insurance Service Charge 0 77,297 258,640 - -
Profit/(Loss) Transferred from: 69,970,182 57,131,859 34,331,890 -5,146,049 10,959,974
Fire Insurance Revenue Account -39,970,954 -42,855,515 (25,725,862) (69,311,485) (9,536,543)
Marine Insurance Revenue Account 76,505,561 67,332,841 39,179,203 37,187,818 10,632,182
Marine Hull Insurance Revenue Account. -667,836 -2,426,370 (2,717,887) - -
Motor Insurance Revenue Account 16,766,474 22,761,942 12,514,897 18,280,974 609,817
Miscellaneous Insurance Revenue Account 17,336,937 12,318,961 11,081,539 8,696,644 9,254,518
Total 102,536,383 63,040,721 67,189,061 23,004,742 82,455,851
Provision for Tax 20,122,573 15,091,278 16,290,012 2,273,845 7,565,315
Income Tax Paid - Prior years 2,500,000 - - - -
Net Profit/(Loss) after tax 55,372,975 31,253,153 33,625,803 5,408,266 52,327,777

338
Earnings per Share (EPS) 1.82 1.03 1.14 0.18 1.95

C. Cash Flow Statement is as follows:


Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Cash Flow from Operating Activities:
Collections from premium and other income 387,021,098 485,601,310 895,349,178 398,091,835 397,693,979
Payment for Management Expenses, (265,172,239) (474,871,896) (958,772,037) 320,796,692) 289,784,553)
Re-Insurance, Claim & Commission
Cash generated from Operation 121,848,859 10,729,414 (63,422,859) 77,295,143 107,909,426
Income Tax Paid & Deducted at Source (20,764,144) (11,385,141) (13,363,980) (10,115,771) (19,917,993)
Net Cash Generated from Operating Activities 101,084,715 (655,727) (76,786,839) 67,179,372 87,991,433

Cash Flow from Investing Activities:


Investment in Bond/Share (21,463,223) 10,723,435 (5,995,117) (77,791,796) 323,459
Acquisition of Property Plant & Equipment (543,916) 7,021,395 9,075,313 3,829,718 (10,624,513)
Security Deposit & Advances - (3,713,500) (1,295,259) (9,454,674) (9,756,423)
Net Cash used for Investing Activities (22,007,139) 14,031,330 1,784,937 (83,416,752) (20,057,477)

Cash Flow from Financing Activities:


Loan Received / (Paid Off) - (49,360,000) 49,360,000 - -
Dividend paid (21,274,162) - (14,753,240) (5,364,816) (4,877,106)
Net Cash Flow from Financing Activities (21,274,162) (49,360,000) 34,606,760 (5,364,816) (4,877,106)
Increase / (Decrease) in Cash and Bank Balance 57,803,414 (35,984,397) (40,395,142) (21,602,196) 63,056,850
Add: Cash and Bank Balance at Opening 296,807,760 332,792,157 373,187,299 394,789,495 331,732,645
Cash and Bank Balance at Closing 354,611,174 296,807,760 332,792,157 373,187,299 394,789,495

Net Operating Cash Flow per Share 3.33 (0.02) (2.60) 2.28 3.28
D. The history of dividend declared by the company was as follows:
Particulars 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Cash dividend 10% (Proposed) 7% - 5% 2%
Stock dividend (Bonus share) - % - - 3% - 10%
E. The Company had no subsidiary as on the balance sheet date.
F. No proceeds or part of proceeds of the issue of share shall be applied directly or indirectly by the company in the purchase of any other business or an interest thereon.
G. The Company did not prepare any account for any period subsequent to 31 December 2021.
H. Figures relating to previous years have been re-arranged wherever considered necessary.
Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

339
(e) Financial spread sheet analysis for the latest audited financial statements

Islami Commercial Insurance Company Limited


STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2021
Particulars Amount in Taka Percentage Grand Total
on Total
Asset
Share Capital
Authorized Capital:
10,00,00,000 Ordinary Shares of Tk. 10 each 1,000,000,000
Issued, Subscribed and Paid up Capital:
30,391,660 Ordinary Shares of Tk. 10 each 303,916,600 27.96
Reserve or Contingency Account 333,075,555
Reserve for Exceptional Losses 152,049,754 13.99
Profit and Loss Appropriation Account 35,317,055 3.25
Revaluation Reserve 105,604,768 9.72
Reserve for Investment Fluctuation Fund 40,103,978 3.69
Total Shareholders' Equity 636,992,155 58.61
Balance of Funds & Accounts: 138,833,142 12.77
Fire Insurance Business 35,076,914 3.23
Marine (Cargo) Insurance Business 66,612,504 6.13
Marine (Hull) Insurance Business 7,974,788 0.73
Motor Insurance Business 15,141,839 1.39
Miscellaneous Insurance Business 14,027,097 1.29
Liabilities and Provisions 311,185,458 28.63
Estimated liabilities in respect of outstanding claims whether due or 39,467,482 3.63
intimated
Amount due to other persons or bodies carrying on insurance 133,966,665 12.32
business
Deposit Premium 16,190,214 1.49
Sundry Creditors 22,766,475 2.09
Provision for Taxation 98,947,683 9.1
Deferred Tax Liabilities (153,061) -0.01
Total 1,087,010,755 100.00 100
PROPERTY AND ASSETS
Non-Current Assets 393,513,282 36.20
Fixed Assets 158,177,119 14.55
Investment - at Cost (BGTB) 25,000,000 2.3
Investment in Share 210,336,163 19.35
Current Assets 337,848,203 31.19
Accrued Interest 8,553,728 0.79
Amount due from other persons or bodies Carrying on insurance 204,636,716 18.83
business
Sundry Debtors 124,657,759 11.47

340
Stamps in Hand 67,506 0.01
Stock of Printing Materials 970,590 0.09
Cash and Cash Equivalent: 354,611,174 32.62
Fixed Deposit Account 263,400,000 24.23
STD & Current Account 63,462,547 5.84
Cash With BO Accounts 20,558,665 1.89
Cash in Hand 7,189,962 0.66
Total 1,087,010,755 100.01 100

ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED


STATEMENT OF PROFIT AND LOSS ACCOUNT & OTHER COMPREHENSIVE INCOME
for the year ended 31 December 2021
Amount in Taka
Particulars 01 January to 31 Percentage on Grand
December 2021 Total Turnover Percentage
MANAGEMENT EXPENSES
(Not applicable to any fund or account): 24,540,835 23.93%
Directors‟ fees 292,750 0.29%
Audit fee 126,500 0.12%
Legal expenses 751,200 0.73%
Advertisement 186,278 0.18%
Branch Licence and Training Expenses 249,500 0.24%
Leavy and Annual Subscription to BIA 100,000 0.10%
Donation & Subscription 329,350 0.32%
Registration and Renewals 1,102,668 1.08%
Credit Rating Fee 119,444 0.12%
Compensation for non issuing IPO 8,115,000 7.91%
Paid to IDRA-UMP Charge 1,409,221 1.37%
Workers profit Participation fund 3,899,777 3.80%
Depreciation (Sch-A) 7,859,147 7.66%
Net Profit/(Loss) before tax 77,995,548 76.07% 76.07%
Total 102,536,383 100.00% 100.00%
INTEREST, DIVIDEND AND RENT
(Not applicable to any fund or account): 32,566,201 31.76
Interest Income 16,017,727 15.62
Cash Dividend on Share 1,602,798 1.56
Capital Gain/(Loss) 14,945,676 14.58
Profit/(Loss) Transferred from: 69,970,182 68.24
Fire Insurance Revenue Account (39,970,954) -38.98
Marine Insurance Revenue Account 76,505,561 74.61
Marine Hull Insurance Revenue Account. (667,836) -0.65
Motor Insurance Revenue Account 16,766,474 16.35
Miscellaneous Insurance Revenue Account 17,336,937 16.91
Total 102,536,383 100.00 100.00

341
(f) Earnings per Share (EPS) on fully diluted basis (with the total existing number of shares) in addition to the weighted
average number of shares basis. Future projected Net Income should not be considered while calculating the weighted
average EPS
[

Amount in Taka)
Audited financial Statements for the year end 31 December 2021
Particulars 31-Dec-21
Net profit after Tax 55,372,975
Total no. of existing shares 30,391,660
Earnings Per Share (EPS) On Fully Diluted Basis* -
Earnings Per Share (EPS) on weighted average number of shares basis 1.82
* There was no dilution during the period
(g) All extra-ordinary income or non-recurring income coming from other than core operations should be shown separately
while showing the Net Profit as well as the Earnings per Share
Amount in Taka
Audited financial Statements for the year end 31 December 2021
Particulars details 31-Dec-20
Net profit before Tax 77,995,548
Less: Non-Operating Income 17,620,528
Net Profit before Tax except Non-Operating Income 60,375,020
Less: Income Tax Expenses 22,622,573
Current tax 20,176,067
Deffered Tax (53,494)
Income tax paid previous year 2,500,000
Net Profit after Tax except Non-Operating Income 37,752,447
No. of shares before IPO 30,391,660
Earnings per Share (EPS) on fully diluted basis 1.24

(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS
The Company did not annualize quarterly or half yearly EPS.

(i) Net asset value (with and without considering revaluation surplus/reserve) per unit of the securities being offered at the
date of the latest audited statement of financial position

Net Asset Value with revaluation reserve


Audited financial Statements for the year end
31 December 2021
Particulars Details Amount in Taka
(A)Total Asset with revaluation reserve 1,087,010,755
(B)Total Liabilities 450,018,600
Balance of Funds and Accounts 138,833,142
Liabilities and Provision 311,185,458
(C)Net Assets with revaluation reserve (A-B) 636,992,155
(D) Total Number of Ordinary Share 30,391,660
Net Asset Value Per Share (NAV) (C/D) 20.96
Net Asset Value without revaluation reserve
Audited financial Statements for the year end 31 December 2020
Particulars Amount in Taka
(A)Total Asset with revaluation reserve 1,087,010,755
(B)Total Liabilities 450,018,600
(C )Net Assets value with revaluation reserve (A-B) 636,992,155
(D ) less: Revaluation reserve 105,604,768
( E ) Net Assets value without revaluation reserve (C-D) 531,387,387
( F ) Total Number of Ordinary Share 30,391,660
Net Asset Value Per Share (NAV) (E/F) 17.48

(j) The Commission may require the issuer to re-audit the audited financial statements, if any deficiency/anomaly is found
in the financial statements. In such a case, cost of audit should be borne by the concerned issuer

If required, ICICL will be complied with this issue.

342
(k) Following statements for the last five years or any shorter period of commercial operation certified by the auditors:-

(i) Statement of long term and short term borrowings including borrowing from related party or connected persons with rate
of interest and interest paid/accrued;

Certification on statement of long term and short term borrowings including borrowing from related party or connected
persons with rate of interest and interest paid or accrued of Islami Commercial Insurance Company Limited

After due verification, we certify that the long term and short term borrowings including borrowing from related party or connected persons
with rate of interest and interest paid or accrued of Islami Commercial Insurance Company Limited for the last five years were made up as
follows:
Amount in Taka
31-Dec-21
Name of related party or Name of Nature of Outstanding Rate of Interest Interest
connected persons Facilities Borrowings Loan Amount interest (%) paid accrued
Nil Nil Nil Nil Nil Nil Nil
Total Nil Nil Nil Nil Nil Nil

31-Dec-20 30-Jun-17 30-Jun-17 30-Jun-17 30-Jun-17 30-Jun-17 30-Jun-17


(6 months) (6 months) (6 months) (6 months) (6 months) (6 months)
Name of Lender Name of Nature of Outstanding Rate of Interest Interest
Facilities Borrowings Loan Amount interest (%) paid accrued
Nil Nil Nil Nil Nil Nil Nil
Total Nil Nil Nil Nil Nil Nil

31-Dec-19
Name of related party or Name of Nature of Outstanding Rate of Interest Interest
connected persons Facilities Borrowings Loan Amount interest (%) paid accrued
Al Arafah Islami Bank Limited Korde Hasana Long Term 49,360,000 Nil Nil Nil
Total 49,360,000 Nil Nil Nil

31-Dec-18
Name of related party or Name of Nature of Outstanding Rate of Interest Interest
connected persons Facilities Borrowings Loan Amount interest (%) paid accrued
Nil Nil Nil Nil Nil Nil Nil
Total Nil Nil Nil Nil Nil Nil

31-Dec-17
Name of related party or Name of Nature of Outstanding Rate of Interest Interest
connected persons Facilities Borrowings Loan Amount interest (%) paid accrued
Al Arafah Islami Bank Limited Korde Hasana Long Term 4,769,000 Nil Nil Nil
Total 4,769,000 Nil Nil Nil

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

343
(ii) Statement of principal terms of secured loans and assets on which charge have been created against those loans with
names of lenders, purpose, sanctioned amount, rate of interest, primary security, collateral or other security, re-payment
schedule and status;

Certification on statement of principal terms of secured loans and assets on which charge have been created against
those loans with names of lenders, purpose, sanctioned amount, rate of interest, primary security, collateral or other security,
re-payment schedule and status of Islami Commercial Insurance Company Limited

After due verification, the principal terms of secured loans as per loan agreement and assets on which charge have been created against those
loans of Islami Commercial Insurance Company Limited for the last five years were as follows:

Amount in Taka
Year Name of the lenders Purpose Sanctioned Rate of Primary Collateral or Repayment Status
amount interest security other security schedule
(%)
31-Dec-21 Nil Nil Nil Nil Nil Nil Nil Settled

31-Dec-20 Nil Nil Nil Nil Nil Nil Nil

31-Dec-19 Al Arafah Islami Claim Nil FDR Nil As and


Bank Limited Paid 49,360,000 when
basis
31-Dec-18 Nil Nil Nil Nil Nil Nil Nil

31-Dec-17 Al Arafah Islami Claim Continuing Nil FDR Nil As and


Bank Limited Paid when
basis

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

(iii) Statement of unsecured loans with terms & conditions;

Certification on statement of unsecured loans with terms and conditions of Islami Commercial Insurance Company
Limited

This is certify that Islami Commercial Insurance Company Limited has not taken any unsecured loan from any financial
institute/related party/person for the last five years .

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

344
(iv) Statement of inventories showing amount of raw material, packing material, stock-in-process and finished goods,
consumable items, store & spares parts, inventory of trading goods etc.;

Certification on statement of inventories showing amount of raw material, packing material, stock-in-process and finished
goods, consumable items, store and spares parts, inventory of trading goods etc. of Islami Commercial Insurance Company
Limited

This is to certify that Islami Commercial Insurance Company Limited has no inventories showing amount of raw material,
packing material, stock-in-process and finished goods, consumable items, store and spares parts, inventory of trading goods
etc. for the last five years.

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

(v) Statement of trade receivables showing receivable from related party and connected persons;

Certification on statement of trade receivables showing receivable from related party and connected persons of Islami
Commercial Insurance Company Limited

This is to certify that the company has no trade receivable from related party and connected persons during last five
years.

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

(vi) Statement of any loan given by the issuer including loans to related party or connected persons with rate of interest and
interest realized oraccrued;

Certification on statement of any loan given by the issuer including loans to related party or connected persons with
rate of interest and interest realized or accrued of Islami Commercial Insurance Company Limited

This is to certify that there is no such loan given by Islami Commercial Insurance Company Limited including loans to
related party or connected persons hence there were no rate of interest and interest realized or accrued during last five
years.
Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

345
(vii) Statement of other income showing interest income, dividend income, discount received, other non operating income;

Certification on statement of other income showing interest income, dividend income, discount received, other non
operating income of Islami Commercial Insurance Company Limited

After due verification, other income showing interest income, dividend income, other non operating income of Islami
Commercial Insurance Company Limited for the last five years as follows:

Particulars Amount in Taka


31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Interest Income 16,017,727 11,124,472 23,815,503 13,952,684 28,868,263
Cash Dividend from investment in 1,602,798 2,639,143 1,585,944 2,751,104 7,199,155
Share
Capital Gain / (Loss) 14,945,676 (7,932,050) 7,197,084 11,447,003 35,428,459
Misc./Co-insurance Service Charge - 77,297 258,640 - -
Total Income 32,566,201 5,908,862 32,857,171 28,150,791 71,495,877

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

(viii) Statement of turnover showing separately in cash and through banking channel;

Certification on statement of turnover showing separately in cash and through banking channel of Islami Commercial Insurance
Company Limited

After due verification, the turnover showing separately in cash and through banking channel of Islami Commercial Insurance Company
Limited during last five years were as follows:

Particulars Amount in Taka


31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Turnover in cash --- --- --- --- ---
Turnover in cash through banking channel 521,561,153 551,966,426 502,029,252 462,860,947 410,212,106
Total turnover 521,561,153 551,966,426 502,029,252 462,860,947 410,212,106

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

346
(ix) Statement of related party transaction;

Certification on statement of related party transactions of Islami Commercial Insurance Company Limited

After due verification, we certify that as per audited financial statements, books of accounts and records, the status of related party transactions of
Islami Commercial Insurance Company Limited for the last five years were as under:

Name of the Related Party Nature of Nature of Premium earned during the year
Relationship Transaction
31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Kohinoor Chemical Co. (BD) Ltd. Common Insurance 3,691,594 5,322,050 1,592,818 - -
Director Premium
Reedisha Spinning Ltd. Common Insurance 5,554,471 5,737,419 - -
Director Premium
Reedisha Knitex Ltd. Common Insurance 5,596,269 1,351,115 3,644,594 - -
Director Premium
Reedisha Tex-Stripe Ltd. Common Insurance 2,345,552 2,419,223 73,419 - -
Director Premium
Dubai Bangla Cement Mills Ltd. Common Insurance 20,560,069 10,816,603 9,757,866 - -
Director Premium
Dubai Bangla LP Gas Ltd. Common Insurance 1,766,340 - - - -
Director Premium
Dubai Bangla Bag Factory Ltd. Common Insurance 823,595 925,402 11,018,186 - -
Director Premium
Savoy Ice Cream Factory Ltd. Common Insurance 1,267,460 - - -
Director Premium -
Total Tk. 40,337,890 26,571,812 26,086,883 - -

Name of the Related Party Nature of Nature of Claim paid during the year
Relationship Transaction
31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Kohinoor Chemical Co. (BD) Ltd. Common Claim - - 151,594 - -
Director settlement
Reedisha Blended Yarn Ltd. Common Claim - - 140,390 - -
Director settlement
Reedisha Spinning Ltd. Common Claim - 51,769 - - -
Director settlement
Reedisha Knitex Ltd. Common Claim 3,513,367 84,990 - - -
Director settlement
Savoy Ice Cream Factory Ltd. Common Insurance 124,975 - - - -
Director Premium
Total Tk. 3,638,342 136,759 291,984 - -

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

347
(x) Reconciliation of business income shown in tax return with net income shown in audited financial statements

Certification on reconciliation of business income shown in tax return with net income shown in audited financial
statements of Islami Commercial Insurance Company Limited

Reconciliation 31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17

Net Income before Tax 77,995,548 46,344,431 49,915,815 7,682,111 59,893,092


Less: Reserve for Exceptional 5,000,000 5,000,000 3,000,000 2,000,000 15,000,000
Loss
Business income shown in Tax Yet to be submitted 41,344,431 46,915,815 5,682,111 44,893,092
Return

The company maintain a reserve to meet exceptional losses as per rules for computation of profits and gains as prescribed in
the Fourth Schedule of sub-paragraph (2) under paragraph (6) of the Income Tax Ordinance, 1984.

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

(xi) Confirmation that all receipts and payments of the issuer above Tk. 5,00,000/- (five lac) were made through banking
channel;

Certification on confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac) were
made through banking channel of Islami Commercial Insurance Company Limited

After due verification, we confirm that all receipts and payments above Tk. 5,00,000/- (five lac) were made through banking
channel by Islami Commercial Insurance Company Limited during last five years .

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

(xii) Confirmation that Bank Statements of the issuer are in conformity with its books of accounts;

Certification on confirmation that Bank Statements are in conformity with its books of accounts of Islami Commercial
Insurance Company Limited

After due verification, we confirm that the bank statements of Islami Commercial Insurance Company Limited are in
conformity with its books of accounts for last five years.

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

348
(xiii) Statement of payment status of TAX, VAT and other taxes or duties;

Certification on statement of payment status of TAX, VAT and other taxes or duties of Islami Commercial Insurance Company
Limited
Amount in Taka
Payment Status
Particulars
31-Dec-21 31-Dec-20 31-Dec-19 31-Dec-18 31-Dec-17
Tax 21,167,464 11,385,141 16,290,012 10,115,771 13,910,003
VAT 45,381,973 48,812,752 52,250,961 48,282,392 44,116,407
Other Taxes/Duties - - - - -

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

(xiv) Any other statement as may be required by the Commission

Not Applicable

349
Additional disclosure by the Auditor

Auditors' certificate regarding deposit of an amount equivalent to the Paid up Capital

Paid up capital structure of Islami Commercial Insurance Company Limited stands as on 31 December 2021

Particulars of Date of Allotment Consideration Total no. of Face Paid up Capital


Allotment Allotment Share Value (Tk.)
(Tk.)
No. of shares Amount in
Taka
Issued & fully 18-Oct-99 6,000,000 60,000,000 Cash 6,000,000 10 60,000,000
paid up capital
(Taka) as per
memorandum
1st allotment 24-Sep-11 4,500,000 45,000,000 Bonus Share 4,500,000 10 45,000,000
2nd allotment 30-Sep-12 2,100,000 21,000,000 Bonus Share 2,100,000 10 21,000,000
3rd allotment 20-Oct-13 2,520,000 25,200,000 Bonus Share 2,520,000 10 25,200,000
4th allotment 11-Feb-15 3,024,000 30,240,000 Bonus Share 3,024,000 10 30,240,000
5th allotment 24-Jan-16 3,628,800 36,288,000 Bonus Share 3,628,800 10 36,288,000
6th allotment 3-Jan-17 2,612,730 26,127,300 Bonus Share 2,612,730 10 26,127,300
7th allotment 18-Feb-18 2,438,550 24,385,500 Bonus Share 2,438,550 10 24,385,500
8th allotment 28-Apr-19 2,682,400 26,824,000 Bonus Share 2,682,400 10 26,824,000
9th allotment 27-Oct-20 885,180 8,851,800 Bonus Share 885,180 10 8,851,800
Total 30,391,660 303,916,600 30,391,660 10 303,916,600
*Face value of Share has been denominated from Tk. 100/- per share to Tk. 10/- per share as on 30 September, 2020.

The above mentioned paid up capital has been deposited on different Banks such as:
Sl. No. Area of utilization of Paid up Capital Amount to Remarks
Taka
01 Investment at Cost (BGTB) 25,000,000 Deposited in Bangladesh Bank
02 Investment in FDR 263,400,000 Deposited in various Banks
03 Investment in Share 210,336,163 Invested through BO Account maintained with Brokerage House

Total 498,736,163 Including Paid up Capital and Business Income

Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants

350
Chapter – XXVII

Credit Rating Report

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Chapter – XXVIII

Public Issue Application Procedure

373
IPO Application Process
(To be finalized after getting consent letter)

Step-1 (Applicant)
1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/Merchant Banker
where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date), which shall be
the 25th (twenty fifth) working day from the date of publication of abridged version of prospectus.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the Customer
ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the
same time:

a. Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service
charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin
facility, advance or deferred payment is permissible for this purpose. In case the application is made through a margin
account, the application money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the
amount segregated from the margin account, which shall be refundable to the applicant, if become unsuccessful.

b. Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the
Issuer/Mutual Fund for an amount equivalent to the application money, with their application to concerned
Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit a single
draft against 02 (two) applications made by him/her, i.e. one in his/her own name and the other jointly with another
person. The draft (FDD) shall be issued by the Bank where the applicant maintains NITA/Foreign Currency account
debiting the same account. No banker shall issue more than two drafts from any NITA/Foreign Currency account for
any public issue. At the same time, the applicant shall make the service charge available in respective customer account
maintained with the Stockbroker/Merchant Banker.

Step-2 (Intermediary)
3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public Issue
Application Account”. The Stockbroker/Merchant Banker shall:

a. post the amount separately in the customer account (other than NRB and Foreign applicants), and upon availability of
fund, block the amount equivalent to the application money;

b. accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the “Public Issue
Application Account” maintained with its bank within the first banking hour of next working day of the cut-off date.
In case of application submitted by the Stock-dealer or the Merchant Banker‟s own portfolio, the application amount
should also be transferred to the “Public Issue Application Account”;

c. instruct the banker to block the account for an amount equivalent to the aggregate application money and to issue a
certificate in this regard.

4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the same
and handover it to the respective Stockbroker/Merchant Banker.

5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall hold the bank drafts
(FDD) submitted by the applicants in their custody, with a list containing the draft information against the respective
applicant‟s particulars.

6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name, BO
Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date, send it to
the respective Exchange in electronic (text format with tilde „~‟ separator) format and the certificate(s) issued by its banker
and a copy of the list containing the draft information received from Non-resident Bangladeshi (NRB) and Foreign
applicants.

7. On the next working day, the Exchanges shall provide the Issuer/AMC of Mutual Fund with the information received
from the Stockbroker/Merchant Bankers. Exchanges shall verify and preserve the bankers‟ certificates and list containing
the draft information in their custody.

374
8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing of
the securities with exchange.

Step-3 (Issuer/AMC of Mutual Fund)


9. The Issuer/AMC of Mutual Fund shall prepare consolidated list of the applications and send the applicants‟ BOIDs in
electronic (text) format in a CDROM to CDBL for verification. The Issuer/AMC of Mutual Fund shall post the consolidated
list of applicants on its website and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts
of the applicants are active or not.

10. On the next working day, CDBL shall provide the Issuer/AMC of Mutual Fund with an updated database of the applicants
containing BO Account Number, Name, Addresses, Parents‟ Name, Joint Account and Bank Account Information along
with the verification report.

11. After receiving verification report and information from CDBL, the Issuer/AMC of Mutual Fund shall scrutinize the
applications, prepare category wise consolidated lists of valid and invalid applications and submit report of final status of
subscription to the Commission and the Exchanges within 10 (ten) working days from the date of receiving information
from the Exchanges.

12. The Issuer/AMC of Mutual Fund and the Issue Manager shall conduct category wise lottery with the valid applications
within 03 (three) working days from the date of reporting to the Commission and the Exchanges, if do not receive any
observation from the Commission or the Exchanges.

13. The Issuer/AMC of Mutual Fund and Issue Manager shall arrange posting the lottery result on their websites within 06 (six)
hours and on the websites of the Commission and Exchanges within 12 (twelve) hours of lottery.

14. Within 02 (two) working days of conducting lottery, the Issuer/AMC of Mutual Fund shall:
a. send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde „~‟ separator)
format to the respective Exchange.

b. send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the Consent
Letter issued by the Commission in electronic (text format with tilde „~‟ separator) format to the respective Exchange
mentioning the penalty amount against each applicant.

c. issue allotment letters in the names of successful applicants in electronic format with digital signatures and send those
to respective Exchange in electronic form.

d. send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM to CDBL to
credit the allotted shares to the respective BO accounts.

Step-4 (Intermediary)
15. On the next working day, Exchanges shall distribute the information and allotment letters to the Stockbroker/Merchant
Bankers concerned in electronic format and instruct them to:

a. remit the amount of successful (other than NRB and Foreign) applicants to the Issuer‟s/Mutual Fund‟s respective
Escrow account opened for subscription purpose, and unblock the amount of unsuccessful applicants;

b. send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the
Issuer‟s/Mutual Fund‟s respective Escrow Accounts along with a list and unblock the balance application money;

16. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant Bankers shall
request its banker to:

a. release the amount blocked for unsuccessful (other than NRB and Foreign) applicants;

b. remit the aggregate amount of successful applicants and the penalty amount of unsuccessful (other than NRB and
foreign) applicants who are subject to penal provisions to the respective „Escrow‟ account of the Issuer/Mutual Fund
opened for subscription purpose.

17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall unblock the
amount blocked in the account(s) and remit the amount as requested for to the Issuer‟s/Mutual Fund‟s „Escrow‟ account.

375
18. Simultaneously, the Stockbrokers/Merchant Bankers shall release the application money in the customer accounts; inform
the successful applicants about allotment of securities and the unsuccessful applicants about releasing their blocked
amounts and send documents to the Exchange evidencing details of the remittances made to the respective „Escrow‟
account of the Issuer/Mutual Fund. The unblocked amounts of unsuccessful applicants shall be placed as per their
instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges, if any, from the
applicant who wants to withdraw the application money, up to an amount of Tk. 5.00 (five) per withdrawal.

19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer‟s/ Mutual Fund‟s respective
„Escrow‟ accounts and refund shall be made by the Issuer/AMC of Mutual Fund byrefund warrants through concerned
stockbroker or Merchant Banker or transfer to the applicant‟s bank account through banking channel within 10 (ten)
working days from the date of lottery.

Miscellaneous:
20. The Issuer/AMC of Mutual Fund, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the
above.

21. The bank draft (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of publication of
abridged version of prospectus.

22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred during the
blocking period. Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant Bankers for any
purpose other than public issue application.

23. The Issuer/AMC of Mutual Fund shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an
amount of Tk. 2,00,000.00 (taka two lac) for a public issue.

24. The Stockbrokers/Merchant Bankers shall be entitled to a service charge of Tk. 5.00 (taka five) only per application
irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting
application.

25. The Stockbroker/Merchant Banker shall provide the Issuer/AMC of Mutual Fund with a statement of the remittance and
drafts sent.

26. The Issuer/AMC of Mutual Fund shall accumulate the penalty amount recovered and send it to the Commission through a
bank draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.

27. The concerned Exchange are authorized to settle and complaints and take necessary actions against any Stockbroker in case
of violation of any provision of the public issue application process with intimation to the Commission.

376
All eligible stock brokers and Merchant Bankers shall receive the IPO subscription
Others

The IPO subscription money collected from investors will be remitted in following bank accounts with Al Arafa islami
Bank Limited

Sl Account Bearing Number Account Title Currency


For resident Bangladeshis
1 0151020055797 Islami Commercila Insurance Company BDT
Limited (IPO)
For non -resident Bangladeshis
2 0159510000711 Islami Commercila Insurance Company USD
Limited (IPO)
3 0159560000018 Islami Commercila Insurance Company EURO
Limited (IPO)
4 0159520000014 Islami Commercila Insurance Company GBP
Limited (IPO)

Application Form
ÔÔcyuwRevRv‡i wewb‡qvM SuywKc~Y©| †R‡b I ey‡S wewb‡qvM Ki~ybÓ
ÒcuywRevRv‡i wewb‡qvM SzuwKc~Y©| we‡bv‡qvMKvixMY ‡cÖvm‡c±vm c‡o Ges SuzwKi welq¸wj mZK©Zvi mv‡_ Abyaveb K‡i wbR wbR Avw_©K
Ae¯’v I SzuwKMÖnY Kivi mÿgZv we‡ePbv K‡i wewb‡qvM wm×všÍ MÖnY Ki‡eb|Ó
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
APPLICATION FOR PUBLIC ISSUE

Date :

Name of applicant :

Client Code :

BO ID No. :

Category of applicant :

Name of the Company :

Number of Shares :

Total amount in Tk. :

Amount in word :

Mode of Payment :

Cheque /Draft Information :

________________________________ _________________________
Applicant(s) Authorized Officer

377
Chapter – XXIX

Others

378
Additional Disclosure by the Management

1. Declaration regarding any material change including raising of paidup capital after
the date of audited financial Statements

To whom it may concern

Dated: 10 April 2022

This is to certify that, “Islami Commercial Insurance Company Limited‟‟ has not made any material change including rising of
paid up capital after the date of audited financial Statements as on 31 December 2021 as included in the prospectus.

Declaration by the management of Islami Commercial Insurance Company Limited.

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed ShahidaAnowar
Chief Financial Officer Chief Executive Officer Chairman

2.Disclosure regarding no way connection with the issue manager

To whom it may Concern

Dated: 10 April 2022

This is to certify that neither Islami Commercial Insurance Company Limited nor any of its directors have any connection with
Prime Finance Capital Management Limited (Issue Manager of Islami Commercial Insurance Company Limited)

Declaration by the management of Islami Commercial Insurance Company Limited.

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed ShahidaAnowar
Chief Financial Officer Chief Executive Officer Chairman

3.Disclosure regarding cost audit by professional accountant as per the Company Act, 1994

To whom it may concern


Dated: 10 April 2022

This is to certify that as per provision of Companies Act 1994, Cost Audit by Professional Accountant is not mandatory for
“Islami Commercial Insurance Company Limited‟‟.

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed ShahidaAnowar
Chief Financial Officer Chief Executive Officer Chairman

379
To whom it may concern

Dated: 10 April 2022

This is to certify that as per provision of Companies Act 1994, Cost Audit by Professional Accountant is not mandatory for
“Islami Commercial Insurance Company Limited‟‟.

Sd/- Sd/- Sd/-


Md. Rezaul Haque Asit Kumar Chakravorty Md. Khurshid Alam
Managing Director Chief Executive Officer Chief Executive Officer
Prime Finance Capital Management Limited ICB Capital Management Limited EC Securities Limited

4.Disclosure regarding undertaking to invest 20% of total IPO fund in the capital market of Bangladesh

To whom it may Concern

Dated: 10 April 2022

This is to certify that Islami Commercial Insurance Company Limited will invest 20% of total IPO fund in the capital market of
Bangladesh complying with “exgv (bb jvBd exgvKvixi m¤ú` wewb‡qvM I msiÿb) cÖweavbgvjv, 2019Ó.

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed ShahidaAnowar
Chief Financial Officer Chief Executive Officer Chairman

5.Disclosure regarding holding of regular Annual General Meeting (AGM) by Islami Commercial Insurance Company
Limited

To whom it may concern


Dated: 10 April 2022

This is to certify that the Company has been hold its Annual General Meeting (AGM) upto 31 December 2021 regular basis.

Declaration by the management of Islami Commercial Insurance Company Limited.

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed ShahidaAnowar
Chief Financial Officer Chief Executive Officer Chairman

6.Declaration regarding consolidated financial, operating and other information

To whom it may concern


Dated: 10 April 2022

This is to certify that Islami Commercial Insurance Company has no subsidiary Company. Therefore, the Company does not
prepare any consolidated financial statements.

Declaration by the management of Islami Commercial Insurance Company Limited.

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed ShahidaAnowar
Chief Financial Officer Chief Executive Officer Chairman

380
7.Disclosure regarding compliance of all the requirements of Bangladesh Securities and Exchange Commission (Public
Issue) Rules, 2015 in preparing Prospectus

To whom it may concern


Dated: 10 April 2022

This is to certify that the Company Comply with all the requirements of Bangladesh Securities and Exchange Commission
(Public Issue) Rules, 2015 and duly amended time to time in preparing prospectus of Islami Commercial; Insurance Company
Limited except as follows:

The initial paid up capital of the Company was deposited at the time of incorporation in the year 1999 in Al-Arafah Islami Bank
Limited, Motijheel Branch, Dhaka.

It is mentionable here that the Bank has provided us a Certificate along with a Statement in support of Bank statement showing
the name of Sponsors, No. of Shares allotted & the amount of money paid by them in the year 1999 against deposit of initial paid
up capital of Tk. 6,00,00,000.00 (six crore) only in the Current Account (CD) of the Company bearing Number 330216 (New A/C
No. 0021020032216).

Declaration by the management of Islami Commercial Insurance Company Limited

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed ShahidaAnowar
Chief Financial Officer Chief Executive Officer Chairman

8.Declaration regarding overseas insurance policy

To whom it may concern

Dated: 10 April 2022


We would like to confirm that the Company has no overseas insurance policy.

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed ShahidaAnowar
Chief Financial Officer Chief Executive Officer Chairman

9.Declaration regarding off-balance sheet arrangement

To whom it may concern

Dated: 10 April 2022


We would like to confirm that there is no off-balance sheet arrangements those have or likely to have a current or future effect
on financial condition of the Company.

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed ShahidaAnowar
Chief Financial Officer Chief Executive Officer Chairman

381
10. Disclosure regarding the Company has utilized at least 80% of the fund raised through the issue of capital previously

To whom it may concern

Dated: 10 April 2022

This is to certify that the Company has been 100% utilized of the fund raised through the issue of capital
previously as follows:

Sl Particulars Amount Utilization (%)


1 Investment at Cost (BGTB) 25,000,000 5%
2 Investment in FDR 263,400,000 53%
3 Investment in Share 210,336,163 42%
Total 498,736,163 100%

The total investment of the Company is Tk. 498,736,163 out of which Tk. 303,916,600 has been invested from
paid up capital and rest of the amount of Tk. 194,819,563 is invested from business income

Sd/- Sd/- Sd/-


Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed ShahidaAnowar
Chief Financial Officer Chief Executive Officer Chairman

11. Declaration regarding Consent of the Directors to Serve

Consent of the director(s) to serve as director(s)

To whom it may Concern

Dated 10 April 2022


We hereby agree that we have been serving as Director(s) of “Islami Commercial Insurance Company Limited” and confirm
to continue to act as Director(s) of the Company.

Sd/- Sd/- Sd/-


Shahida Anowar M. G. Faruk Nigar Sultana
Chairman Sponsor Director Sponsor Director

Sd/- Sd/- Sd/-


Nusrat Jahan (Tania) Azmat Niaz Israt Jahan
Director Director Director

Sd/- Sd/- Sd/-


Md. Abu Bakar Siddique Md. Ashik Hossain Shirin Akhter
Sponsor Director Director Director

Sd/- Sd/-
AZM Shamsul Alam S.A.M Habibur Rahman
Independent Director Independent Director

382
12. Declaration regarding raising of paid –up capital except issuance of bonus share within the preceding two years from the
date of application for public Offer

To whom it may Concern

Date-10 April 2022

This is to certify that, Islami Commercial Insurance Company Limited has not raised paid –up capital except issuance of bonus
share within the preceding two years from the date of application for public Offer.

Sd/- Sd/- Sd/-

Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed Shahida Anower

Chief Financial Officer Chief Executive Officer Chairman

13. Declaration regarding percentage (%) of public Offer amount considering post IPO Issue Size

To whom it may Concern

Date-10 April 2022

This is to certify that, Islami Commercial Insurance Company Limited if offering Public Offer which is 40% of Post-IPO public
offer under purview of condition 3(2)(q) of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and
amended through gazette notification dated 24 August 2021.

Sd/- Sd/- Sd/-

Moinul Ahsan Chowdhury Mir Nazim Uddin Ahmed Shahida Anower

Chief Financial Officer Chief Executive Officer Chairman

383

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