UNITED INSURANCE COMPANY LIMITED · Balance Sheet 24-25 Profit and Loss Account 26-27 Consolidated...
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UNITED INSURANCE COMPANY LIMITED Twenty Seventh Annual Report & Accounts : 2011
Transcript of UNITED INSURANCE COMPANY LIMITED · Balance Sheet 24-25 Profit and Loss Account 26-27 Consolidated...
UNITEDINSURANCECOMPANY LIMITED
Twenty Seventh Annual Report & Accounts : 2011
Our Vision
Our Mission
To be the leading prouider of the highest quality of Insurance service.
To operate in accordance with the law of the land and as per international norms and practices.
To prouide promptly the best possible services ensuring security of our clients.
To extend a professional hand to our clients at all times.
To serve the interests of the shareholders.
NOTICE OF THE TWENTY SEVENTH ANNUAL GENERAL MEETING
Notice is hereby given that the 27th Annual General Meeting of United Insurance Company Limited will be
held at Trust Milonayaton, Dhaka Cantonment, Dhaka on Monday, the 7th May 2012 at 11:00 A.M. to transact
the following business:
By order of the Board of Directors
Dated, Dhaka
6th March 2012
Notes:
1. 20th March 2012 is the "RECORD DATE"
2. A member wishing to appoint a Proxy must deposit the Proxy Form, duly stamped of Tk. 10, at the
Company's Registered Office by 11:00 A.M. of 5th May 2012.
3. Nomination form and criteria for qualification of Directors from public subscribers are available at the
Registered Office of the Company. The nomination form duly completed and signed along with
relevant supporting papers confirming the fact that he/she is not otherwise disqualified to become a
Director from public subscribers of a non-life insurance company should reach the Registered Office by
18th Match 2012. Last date of withdrawal of candidature is 28th March 2012.
4. The final list of eligible candidates for Directors from public subscribers, after scrutiny will be notified in
the Notice Board at the Registered Office of the Company on 9th April 2012.
5. Shareholders are requested to submit their queries, if any, on the Directors' Report/Audited Accounts for
the year 2011, to the Registered Office of the Company preferably 72 hours before the day of the
General Meeting.
6. Members are requested to update their change of addresses (if any).
UNITED INSURANCE COMPANY LIMITED
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(Badal Chandra Rajbangshi)Company Secretary
1. To receive and adopt the Directors' Report, the Audited Accounts for the year ended 31st December 2011
and the Auditors' Report thereon.
2. To declare dividend for 2011.
3. To elect Directors as per Articles of Association of the Company.
4. To appoint Auditors for the year 2012 and to fix their remuneration.
INDEX
CONTENTS PAGE
Facts about the Company 3
Board of Directors 4
Executive Committee 5
Audit Committee 5
Executives, Legal Advisors, Auditors and Bankers 5
Head Office and Registered Office & Branches 6
Key Operating and Financial Data 7
Chairman's Report 8 -9
Report of the Board of Directors 10-19
Audit Committee Report 20
Value Added Statement 21
Auditors' Report 22-23
Balance Sheet 24-25
Profit and Loss Account 26-27
Consolidated Revenue Account 28-29
Fire Insurance Revenue Account 30-31
Marine Insurance Revenue Account 32-33
Miscellaneous Insurance Revenue Account 34-35
Statement of Changes in Shareholders' Equity 36
Cash Flow Statement 37
Notes to the Accounts 38-47
Classified Summary of Assets 48
UNITED INSURANCE COMPANY LIMITED
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FACTS ABOUT THE COMPANY
PARTICULARS DATE
Incorporated 07 May 1985
Commenced underwriting 19 October 1985
First dividend declared (12%) at 3rd AGM 30 June 1988
Listing in Dhaka Stock Exchange Limited 09 April 1990
Paid-up capital raised to Tk. 60 million after public floatation of shares 20 May 1990
First trading of shares on Dhaka Stock Exchange Limited 28 October 1990
First public AGM held at Sonargaon Hotel 27 May 1991
Paid-up capital raised to Tk. 78 million (30% stock dividend) 15 May 2007
Electronic transaction of shares 22 May 2007
Credit rating "A" by CRISL in 2007 on 2006 Accounts 24 September 2007
Overseas Reinsurance Treaty commenced 01 April 2008
Paid-up capital raised to Tk. 100 million (28.21% stock dividend) 08 May 2008
Paid-up capital raised to Tk. 250 million (150% stock dividend) 07 May 2009
Paid-up capital raised to Tk. 300 million (20% stock dividend) 22 April 2010
Paid-up capital raised to Tk. 330 million (10% stock dividend) 02 June 2011
Credit rating "AA-" by CRISL in 2012 on 2010 Accounts 07 February 2012
Paid-up capital to be raised to Tk. 363 million 07 May 2012
UNITED INSURANCE COMPANY LIMITED
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CORPORATE MANAGEMENT
BOARD OF DIRECTORS
CHAIRMANM. Moyeedul Islam
DIRECTORS
o M. Saiful Islam National Brokers Ltd.
o M. Shah Alam Amo Tea Company Ltd.
o M. A. Azim The Allynugger Tea Company Ltd.
o Syed Aziz Ahmad Camellia Duncan Foundation.
o M. Harunur Rashid Camellia Duncan Foundation.
INDEPENDENT DIRECTOR
o M. M. Alam
EX-OFFICIO DIRECTOR
o Syed Shahriyar Ahsan, Managing Director
COMPANY SECRETARY
o Badal Chandra Rajbangshi
UNITED INSURANCE COMPANY LIMITED
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SYED AZIZ AHMADA Founder Director
NOMINATED BYUnited Leasing Co. Ltd.
EXECUTIVE COMMITTEE
o M. Moyeedul Islam - Chairmano M. M. Alam - Membero Syed Aziz Ahmad - Membero Syed Shahriyar Ahsan - Member
AUDIT COMMITTEE
o M. M. Alam - Chairmano Syed Aziz Ahmad - Membero M. Saiful Islam - Membero M. Shah Alam - Member
EXECUTIVES, LEGAL ADVISORS, AUDITORS AND BANKERS
C.E.0 & MANAGING DIRECTORo Syed Shahriyar Ahsan
DEPUTY MANAGING DIRECTORo Rafiqul Islam
DEPUTY GENERAL MANAGERSo Maqsudul Huque o Md. Jasim Uddino Badal Chandra Rajbangshio Faiz Jalal Uddin Ahmad
ASSISTANT GENERAL MANAGERSo Md. Abdul Khalequeo Rafiquddin Ahmedo Khondaker Fakrul Alam
LEGAL ADVISORSORR, DIGNAM & COAdvocates & BarristersOffice No: 101 - 104Shajan Tower 2 (Ist Floor)3, Segun Bagicha, Dhaka 1000Bangladesh
BANKERSStandard Chartered BankThe Hongkong & Shanghai Banking Corporation Ltd.
UNITED INSURANCE COMPANY LIMITED
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AUDITORSM. J. Abedin & Co.Chartered AccountantsNational Plaza (3rd Floor)109, Bir Uttam C. R. Datta Road,Dhaka-1205
HEAD OFFICE, REGISTERED OFFICE & BRANCHES
HEAD OFFICE & REGISTERED OFFICE
BRANCH OFFICES
UNITED INSURANCE COMPANY LIMITED
06
AgrabadIspahani Building
Sk. Mujib Road
Agrabad Commercial Area
Chittagong
Tel: 716227, 716136, 714882, 711143
Fax: 880 031-721230
NarayanganjBanani Complex
(6th Floor)
127 (Old), 194 ( New)
B. B Road, Narayanganj
Chapai NawabganjHolding No. 8 (1st Floor)
Godagari Road
Masjid Para
Chapai Nawabganj
SylhetMadhuban Shopping Complex
7774, Bandar Bazar
Sylhet
Tel :712301
Khatunganj678, Jail Road (2nd Floor)
Chittagong -4000
Tel : 620760
Bogra146, Raja Bazar (2nd Floor)
Bogra
Tel : 64962
RangpurSabera Mansion
147/1 Station Road
Rangpur
Tel: 64235
KhulnaHui House
77, Gagan Babu Road
Khulna
Tel : 730257
CAMELLIA HOUSE22 Kazi Nazrul Islam Avenue
Dhaka 1000, Bangladesh
Tel: PABX: 9663372, 8622331, 8621716, 8631447
Fax: 880 2 8622330
E mail: [email protected]
URL: unitedinsurance.com.bd
GPO Box No: 3569
UNITED INSURANCE COMPANY LIMITED
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DATA PER SHARE
Earning per Share (EPS)= Net profit after tax/No. of shares
Net asset value (Book value)= Equity/no. of shares
Net operating cash flow
Market value on 31 December
Price Earning Ratio = Market value/EPS
Stock dividend/Bonus share (Original)
Stock dividend/Bonus share (Re-stated)
Cash dividend (Original)
Cash dividend (Re-stated)
NB: Figures of previous years have been restated wherever necessary on the basis of present paid-up capital.
0.77
7.31
1.85
60.00
77.56
28.21%
6.67%
-
-
9.52
16.85
(0.33)
175.45
18.44
150.00%
45.45%
10.00%
3.03%
1.61
18.16
(3.08)
150.00
93.15
20.00%
15.15%
10.00%
7.58%
4.55
21.95
(0.17)
177.60
39.06
10.00%
9.09%
10.00%
9.09%
3.18
24.30
0.41
65.70
20.63
10.00%
10.00%
10.00%
10.00%
KEY OPERATING AND FINANCIAL DATA(Figures in million)
PARTICULARS
Gross premium
Net premium
Net claims
Investment & other income
Underwriting profit
Net profit before tax
Net profit after tax
Paid-up capital
Total reserves and surplus
Cash & bank balances
Net operating cash flow
Total assets
Total liabilities
Shareholders' equity
No. of shares
180.05
90.96
21.28
32.87
2.43
32.03
25.53
78.00
140.93
173.34
61.07
414.23
173.02
241.21
7.80
208.01
95.36
24.32
370.66
5.45
374.06
314.06
100.00
295.16
434.00
(10.76)
770.41
214.34
556.10
10.00
221.68
104.14
17.77
77.13
12.96
74.14
53.14
250.00
349.42
373.82
(101.75)
725.87
126.45
599.42
25.00
255.41
112.51
15.66
151.93
20.45
169.03
150.03
300.00
424.41
414.86
(5.66)
844.96
120.54
726.40
30.00
295.15
154.43
13.12
108.45
27.06
132.09
105.09
330.00
471.99
456.53
13.40
948.64
147.01
801.99
33.00
20072008200920102011
UNITED INSURANCE COMPANY LIMITED
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Annexure -1
Annexure -2Pattern of Shareholdings
Shareholdings of Parent/Subsidiary/Associate companiesand other related parties
Shareholding of Executives: Nil10% or more voting interest in the Company as on 31 December 2011:
Shareholding of the Directors, CEO, Company Secretary, CFO,Head of Internal Audit and their spouses and minor children:
Name of shareholders Number of shares(31 December 2011)
Ratio of Holdings(31 December 2011)
Camellia Duncan Foundation 5,257,420 15.93%Macalms Bangladesh Trust 3,299,950 10.00%United Leasing Company Limited 3,300,000 10.00%Amo Tea Company Limited 2,506,680 7.60%National Brokers Limited 2,199,970 6.67%The Allynugger Tea Company Limited 1,924,950 5.83%The Chandpore Tea Company Limited 1,869,930 5.67%The Mazdehee Tea Company Limited 1,724,200 5.22%The Lungla (Sylhet) Tea Company Limited 1,649,950 5.00%Duncan Brothers (Bangladesh) Limited 604,970 1.83%Duncan Products Limited 358,000 1.08%Octavius Steel & Company of BD Limited 329,950 1.00%
Name of shareholders Number of shares Ratio of Holdings
M. Moyeedul Islam 274,970 0.83%Syed Aziz Ahmad 24,170 0.07%M. Harunur Rashid 11,510 0.03%
Name of shareholders Ratio of Holdings
Camellia Dunan Foundation 5,257,420 15.93%Macalms Bangladesh Trust 3,299,950 10.00%United Leasing Company Limited 3,300,000 10.00%
Board Meeting Attendance
The Directors who could not attend the meetings were granted leave u/s 108 (f) of the Companies Act, 1994.
M. Moyeedul Islam
M. Saiful Islam
Syed Aziz Ahmad
M. Harunur Rashid
M. Shah Alam
M. M. Alam
M. A. Azim
7
1
7
7
-
6
-
Name of Directors Attendance
Number of shares
UNITED INSURANCE COMPANY LIMITED
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Annexure -3
Status of Compliance of Corporate Governance
No. Title CompliedNot
compliedNon-compliance
/comments
Board's sizeNumber of independent directorAppointment of independent directorChairman of the Board and CEODirectors Report on FinancialStatementsProper books of accountsAppropriate accounting policiesIASs applicable in BangladeshSystem of internal control
Going concern
Deviation in operating results
Key operating and financial dataDeclaration of dividendNumber of Board meetings
Pattern of shareholdings
CFO, Head of Internal Audit &Company Secretary AppointmentBoard Meeting Attendance
Audit Committee
Composition of Audit Committee
Audit Committee MembersAppointmentTerms of Service of AuditCommittee
Chairman of Audit Committee
Audit Committee Chairman'sQualification
Reporting to the Board of Directors
Report of Conflicts of Interest No such incidenceDefect in the Internal ControlSystem
No such incidence
Suspected infringement of laws No such incidence
Any other matter No such incidence
Reporting to the Auditors No such incidence
Reporting to the shareholders No such incidenceAppraisal or Valuation Services
Financial information system
Book keeping or other services
Broker dealer services
Actuarial services
Internal audit servicesAny other services
1.11.2(i)1.2(ii)1.3
1.4(a)1.4(b)1.4(c)1.4(d)1.4(e)1.4(f)1.4(g)1.4(h)1.4(i)
1.4(j)
1.4(k)
2.1
2.23.00
3.1(i)
3.1(ii)
3.1(iii)
3.2(i)
3.2(ii)
3.3.1(i)
3.3.1(ii)(a)
3.3.1(ii)(b)
3.3.1(ii)(c)
3.3.1(ii)(b)
3.3.23.4
4.00(i)
4.00(ii)
4.00(iii)
4.00(iv)
4.00(v)
4.00(vi)4.00(vii)
UNITED INSURANCE COMPANY LIMITED
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REPORT OF THE AUDIT COMMITTEE-2011
The Committee was first constituted in October 2002. It comprises of four non-executive Directors one of
whom is an independent Director. The members of the Committee are as follows:
Mr. M. M. Alam, (Independent Director), Chairman
Mr. Syed Aziz Ahmad, Member
Mr. M. Saiful Islam, Member
Mr. M. Shah Alam, Member
A total of 4 (four) meetings were held during 2011. Mr. Syed Shahriyar Ahsan, Managing Director of the
company attended the meetings as an invitee. Mr. Badal Chandra Rajbangshi, CFO and Company Secretary
acted as the Secretary to the Committee.
The following matters were discussed in the meetings and decisions taken were communicated to the Board
of Directors:
Review of the auditors' report and audited accounts for the year 2010.
Review of the un audited first quarter report 2011.
Review of the un audited half yearly report 2011.
Review of the un audited third quarter report 2011.
Review of internal audit reports of the Head Office and branches.
Review of the management letter-2010 submitted by the external auditors.
The committee was not aware of any issues in the following areas, which needs to be reported to the Board
(i) Report on conflicts of interests; (ii) Suspected or presumed fraud or irregularity or material defect in the
internal control system and (iii) Suspected infringement of laws, including securities related laws, rules and
regulations.
Dated, Dhaka
6 March 2012Chairman
Audit Committee
UNITED INSURANCE COMPANY LIMITED
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Heads of Accounts
Gross premium income
Investment and other income
Share of profit of associate
Commission on re-insurance ceded
Less : Purchase of supplies and services
Reinsurance ceded to SBC (net)
Employees services and benefits
Net claims
Income tax to Government
Dividend to shareholders
Depreciation, retained profit and reserve
2011 (Taka)
295.15
64.42
44.03
47.72
451.32
78.59
372.73
140.72
67.34
13.12
27.00
60.00
64.55
372.73
%
38%
18%
4%
7%
16%
17%
100%
Reinsurance ceded to SBC (Net)
Employees services & benefits
Net claims
Income tax to Government
Dividend to shareholders
Depreciation, retained profit and reserve
38%
18%4%7%16%
17%
VALUE ADDED STATEMENT 2011 (Taka in Million)
