Islami Com Insurance-P-353
Islami Com Insurance-P-353
Islami Com Insurance-P-353
“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
OFFER PRICE TK. 10 EACH AT PAR, TOTAL SIZE OF FUND TO BE RAISED TK. 202,611,060
PROSPECTUS
E-mail: [email protected]
Web: www.iciclbd.com
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
Website:
www.lankabangla-investments.com
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
E-mail:
4
[email protected]
Website:
Nil
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
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
5
(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)."
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:
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
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
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 [•] [•]
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
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
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;
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
(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
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:
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 (XX) RISK FACTORS AND MANAGEMENT‟S PERCEPTIONS ABOUT THE RISKS: 244
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).
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
*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.
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.
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
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.
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.
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.
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.
Summary of valuation:
The detail valuation report is given at the chapter titled “Valuation report of securities” under Chapter- XV
(i) Others-N/A
26
Chapter-II
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.
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
33
Annexure-A
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.
34
Annexure-B
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:
Sd/-
Md. Rezaul Haque
Place: Dhaka Managing Director
Date : 17 April 2020 Prime Finance Capital Management Limited
36
Annexure-B
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:
Sd/-
Place: Dhaka Chief Executive Officer
Date : 17 April 2022 EC Securities Limited
38
Annexure-B
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:
The reference rate is the rate of 182 days Bangladesh Treasury bill & margin=4%
Sd/-
(Asit Kumar Chakravorty)
Place: Dhaka Chief Executive Officer
Date : 17 April 2022 ICB Capital Management Limited
40
Annexure-C
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:
(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
Sd/-
Muhammad Fuad Hussain
Managing Director & CEO
Asian Tiger Capital Partners Investments Limited
Dated, Dhaka: 11/04/2022
41
Annexure-C
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:
(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.
Sd/
Md. Khurshid Alam
Chief Executive Officer
EC Securities Limited
Place: Dhaka
Date: April 06, 2022
42
Annexure-C
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)
(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.
Sd/-
Parvez Morshed Chowdhury
Chief Executive Officer
GSP Investments Limited
Date: April 13, 2022
43
Annexure-C
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:
(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.
Sd/-
Md. Rafiqul Islam
Managing Director & CEO
Green Delta Capital Limited
Date: 11.04.2020
44
Annexure-C
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:
(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.
Sd/-
45
Annexure-C
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:
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
Sd/-
Mohammad Saleh Ahmed
Chief Executive Officer
IIDFC Capital Limited
Date: April 11, 2022
46
Annexure-C
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:
(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.
Sd/-
47
Annexure C
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)
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.
Sd/-
Iftekhar Alam
Chief Executive Officer
Date: April 13, 2022
48
Annexure-C
To
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.
(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.
Sd/-
Md. Rezaul Haque
Managing Director (CC)
Prime Finance Capital Management Ltd.
49
Annexure-C
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:
(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.
Sd/-
50
Annexure-C
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.
(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
Sd/-
Rubayet-E-Ferdous
Chief Executive Officer
Shanta Equity Limited
Date: April 18, 2022
51
ANNEXURE - C
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.
Sd/-
Air Cdre (Retd) Md Abu Bakar, FCA
Managing Director
Southeast Bank Capital Services Limited
Date: April 12, 2022
52
Annexure –C
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
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;
Logo
Mymensing Division
Mymensing Ali Plaza,(2nd floor), 64-Choto Bazar,
Mymensing.
56
(b) The names of the sponsors and directors of the issuer;
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;
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
58
Chapter –V
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
61
Chapter-VI
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.
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.
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
65
Dhanmondi, 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
(a) The names of all the credit rating agencies from which credit rating has been obtained;
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;
(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
68
Underwriting Profit (BDT in millions) 69.97 57.13 34.33
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”.
Gross Premium of Life and Non-Life Insurance (BDT in Crore) 14,392 13,271 13,389
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. 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.
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:
2021 2020
FYE: December
Amount Growth (%) Amount Growth (%)
2021 2020
FYE: December
Amount Growth (%) Amount Growth (%)
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.
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.
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.
73
Closing Claims Outstanding 39.47 44.92 50.63
Exhibit 12: Net Claim: Islami Commercial Insurance Company Limited (BDT in millions)
(%)
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.
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.
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.
Reserve for Exceptional Losses/ Net Premium (%) 4.00 1.39 0.86
Reserve for Exceptional Losses/ Net Claim (%) 13.86 5.41 4.85
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.
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;
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/-
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
(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%
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
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
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
82
15 Mrs Shirin Akhter 21,000 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
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
83
10 Mrs. Nusrat Jahan (Tania) 16,632 Shareholder
Director
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
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
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
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
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;
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
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
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
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 - - - - -
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
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
Details breakup
Sl Sponsor Director Position Number of share Aggregate total Pre IPO Post IPO
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;
(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.
(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;
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:
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
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
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 - - -
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
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 - - -
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
102
Change in Key management personnel
(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;
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
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.
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.
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:
(vii) Description of associates, subsidiary and holding Company of the issuer and core areas of business thereof;
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.
(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:
The percentage and volume of market share of major competitors based on net premium are as follows:
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;
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.
(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
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.
(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;
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.
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.
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
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
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;
(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.
(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;
(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
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.
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
(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.
The description of other properties of the Company has been described as follows:
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
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
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
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;
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
Not applicable
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.
Operating expense varies over the year 2017 to 2021 due to chages in volume of business .
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.
(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:
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.
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.
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
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
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.
Updated status
-The company paid Tk 16,290,012 at the time of submission.
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.
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
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:
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
132
(a) Break down of all expenses related to the public issue;
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
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
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.
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”
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:
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;
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
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/-
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
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
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.
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:
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:
140
(2) A summary of major items of income and expenditure;
(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:
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
Not applicable
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.
Due to there was no long term debt so there were no impact on financial position of the Company
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
There are no publicly announced new products or business segment of the Company.
(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;
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.
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;
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/-
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;
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
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
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 -
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
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
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
- -
Net Cash Generated/ (Used) in Financing Activities
Sd/- Sd/-
(Moinul Ahsan Chowdhury) (Mir Nazim Uddin Ahmed)
Deputy Managing Director & CFO Managing Director & CEO
There are no factors that may affect the results of operations except followings:
151
Chapter – VII
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
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
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.
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.
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.
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
Not applicable
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.
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.
N/A
Due to there was no long term debt so there were no impact on financial position of the Company
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.
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:
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
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;
Period of
nominated
organization
Name of
nomination
Directors Name ge qualification
N/A
N/A
Anowar Rahman Dhanmondi R/A, Dhaka.
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
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
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
(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;
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
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) 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 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. 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 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, 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. 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 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
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:
(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
held
Age
Sl. Name of
sponsor names Present
Past Present the
Position
Company
Existing
Mrs.Nigar 3/A, Dhanmondi I/A, Sponsor
B.S.S
Nil
2 Sultan Khulna Sponsor Nil Nil
57
Akhter Shareholder
Ahmed
Existing
n Society, Mohammadpur,
Rahman
Dhaka-1207
Nil
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
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
AZM Sponsor AJ
25 years
M.Com
Nil
11 Shamsul Shareholder Sponsor Chowdhu Director
49
JavedAlam Chottogram
Alam ry & Co.
Dr. Abu
Engineer
Sponsor
22 years
Nil Nil
Nil
Rahman Feni
Mr.
Engineer
Late Sponsor
Retired
Shyamoli, Dhaka-1207
Gani
late
Vill: Sponsor
Retired
Nil
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
22 years
Existing
House - 18, Road - 2, Sponsor
B.A
18 Faruk Ruhul Shareholder Hospital Sponsor
66
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
Nil
21 Ahmed Khan Aziz Sponsor
56
(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 :
30-Sep-12 Bonus
20-Oct-13 Bonus
11-Feb-15 Bonus
24-Jan-16 Bonus
3-Jan-17 Bonus
18-Feb-18 Bonus
168
28-Apr-19 Bonus
27-Oct-20 Bonus
18-Feb-18 Bonus
28-Apr-19 Bonus
27/10/20 Bonus
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
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
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.
(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
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:
(p) Number of shares held and percentage of share holding (pre issue);
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%
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
172
Chapter-IX
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:
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 - -
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)
Mr. Moinul Ahsan Deputy Managing Director & Salary, Other Allowances &
5 14,93,226
Chowdhury Chief Financial Officier Car facilities, Mobile facilities
(b) Remuneration paid to all directors and officers as a group during the last 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 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.
177
9 Ms. Shirin Akhter 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
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: -
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
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
182
Dividend (Cash) 469,350 - 325,485 100,176 80,160
11 Mr. S.A.M Independent Board meeting Nil Nil Nil Nil Nil
Habibur Director fees
Rahman
183
Subscribers to the memorandum
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
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;
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;
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
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
House -06,
1204290074334
274286134831
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
768503333565
House No 24,
5 years
B-1 Bismillah
Shamsul Alam
38 years
Garden, Road
10 Independent 63 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:-
- 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
- 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
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
- - 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
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
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
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
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; √
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(6)(a)(ii)( Any other matter which the Audit Committee √ No such event occurred
d) deems necessary shall be disclosed to the Board
immediately;
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.
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.
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 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;
(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;
(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;
(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.
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.
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.
(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.
(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.
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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.
(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.
(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;
(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;
(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;
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(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.
(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:
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;
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.
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.
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Nomination and Remuneration Committee
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;
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.
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.
(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.
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4.0 Constitution of the NRC
(a) The Committee shall comprise of at least three members including an independent director;
(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.
(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.
(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.
(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:
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(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;
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.
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Chapter –XV
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
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
Method-3: Average market price per share of similar stock for the last one year
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.
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.
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
234
Parties involved and their responsibilities, as applicable:
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:
Regulatory compliance
6) Liaison with the BSEC, DSE and CSE to co-operate the ISSUER for
complying with the regulatory queries;
Underwriting
1) Selection of Underwriters to the issue in consultation with the
ISSUER;
Subscription
1) Selection of Banker to the Issue in consultation with the ISSUER;
4) Sales promotion.
Listing
1) Filing of application for listing with Dhaka Stock Exchange Ltd.
(DSE) and Chittagong Stock Exchange Ltd. (CSE);
238
Material part of the agreement with underwriters
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:
239
Termination of The rights and responsibilities of either party shall terminate in the
Agreement event offull subscription of the public offering of shares.
Underwriting fee
The underwriter shall get 0.50% on the 35% of public offer amount as underwriting fee.
240
Chapter – XIX
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 :
(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
(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:
(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
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
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
243
Chapter–XX
244
The disclosures of risk factors shall include the following:
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.
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.
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.
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.
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.
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.
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.
249
(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
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
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
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.
Updated status
-The company paid Tk 16,290,012 at the time of submission.
Updated status
-The company paid Tk.15,149,724 at the time of submission.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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
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
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
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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.
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.
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 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.
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
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
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.
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.
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
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.
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.
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.
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Chapter-XXI
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;
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%
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Note-1: Beak up of General Public category
(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%
263
(g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital.
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:
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;
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.
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 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;
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;
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
(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;
(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;
(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;
(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.
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
279
Chapter – XXIV
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.
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 Regulation of the stock exchanges shall apply in respect of trading and settlement of the shares of the
Company.
281
Chapter –XXV
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.
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;
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).
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 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
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.
Investments
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.
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:
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.
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.
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
__________Sd/-_______________
289
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
Statement of Financial Position
As at December 31,2021
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
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
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
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
292
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
Statement of Other Comprehensive Income
For the year ended December 31, 2021
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/-
294
ISLAMI COMMERCIAL INSURANCE COMPANY LIMITED
FIRE INSURANCE REVENUE ACCOUNT
For the year ended December 31, 2021
Reserve for Unexpired Risks, being 40% of the net premium Income of the period 35,076,914 43,346,708
Sd/-
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 :
Sd/-
Amount in Taka
PARTICULARS Notes
31.12.2021 31.12. 2020
Balance of account at the beginning of the year :
Sd/-
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
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, being 40% of the net premium Income 2
14,027,097 10,191,513
of the period
Sd/-
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
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
Total as at 31st December, 2020 303,916,600 - 138,644,927 93,854,130 19,106,659 35,620,388 591,142,704
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)
Sd/-
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.
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.
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.
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.
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).
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
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
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
.
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"
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
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
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
= 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
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.
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.
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
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.
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.
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
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
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
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
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
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
1. The above three companies are very similar to the islami commercial insurance Company as their business nature, i.e,
non life 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]
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
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 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
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.
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.
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
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
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
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
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
(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
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-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
Sd/-
AKM Kamrul Islam FCA
Senior partner
Enrolment No: 670
Place: Dhaka ISLAM AFTAB KAMRUL & CO.
Date: 27 March 2022 Chartered Accountants
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:
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:
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
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
Not Applicable
349
Additional disclosure by the Auditor
Paid up capital structure of Islami Commercial Insurance Company Limited stands as on 31 December 2021
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
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
351
352
353
354
355
356
357
358
359
360
361
362
363
364
365
366
367
368
369
370
371
372
Chapter – XXVIII
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.
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
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 :
Number of Shares :
Amount in word :
Mode of Payment :
________________________________ _________________________
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
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.
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)
3.Disclosure regarding cost audit by professional accountant as per the Company Act, 1994
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‟‟.
379
To whom it may concern
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‟‟.
4.Disclosure regarding undertaking to invest 20% of total IPO fund in the capital market of Bangladesh
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.
5.Disclosure regarding holding of regular Annual General Meeting (AGM) by Islami Commercial Insurance Company
Limited
This is to certify that the Company has been hold its Annual General Meeting (AGM) upto 31 December 2021 regular basis.
This is to certify that Islami Commercial Insurance Company has no subsidiary Company. Therefore, the Company does not
prepare any consolidated financial statements.
380
7.Disclosure regarding compliance of all the requirements of Bangladesh Securities and Exchange Commission (Public
Issue) Rules, 2015 in preparing Prospectus
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).
381
10. Disclosure regarding the Company has utilized at least 80% of the fund raised through the issue of capital previously
This is to certify that the Company has been 100% utilized of the fund raised through the issue of capital
previously as follows:
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/-
AZM Shamsul Alam S.A.M Habibur Rahman
Independent Director Independent Director
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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
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.
13. Declaration regarding percentage (%) of public Offer amount considering post IPO Issue Size
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.
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