thirty fifth annual report & acccounts: 2019 · notice of the 35th annual general meeting...
TRANSCRIPT
Thirty Fifth Annual Report & Acccounts: 2019
NOTICE OF THE 35TH ANNUAL GENERAL MEETING
Notice is hereby given that the 35th Annual General Meeting of United Insurance Company Limited (UICL) will be held virtually by using digital platform through the link https://bit.ly/uiclagm2020 (in pursuance with Bangladesh Securities & Exchange Commission Order: SEC/SRMIC/04-31/932 dated 24 March 2020) on Thursday, 23 July 2020 at 11:00 AM (rescheduled) to transact the following business:
1. To receive and adopt the Directors’ Report, the Auditors’ Report and the Audited Financial Statements for the year ended on 31 December 2019 thereon.
2. To declare dividend for the year 2019.
3. To elect/ appointment of Directors as per the relevant legislation.
4. To appoint Statutory Auditors for the year 2020 and to �x their remuneration.
5. To appoint Compliance Auditors for the year 2020 and to �x their remuneration.
By order of the Board of Directors
Dated: Dhaka (Md. Imran Hasan, ACS)07 July 2020 Company Secretary
Notes:
1. The Record Date was Tuesday, 02 June 2020. Shareholders whose name appeared in the members’ register of the Company or in the Depository on the record date are eligible to attend the 35th Annual General Meeting (AGM) and entitled to receive the dividend, as approved.
2. A member entitled to attend and vote at this virtual AGM may appoint a proxy to attend and vote in his/her stead. The scanned copy of “Proxy Form”, duly �lled, signed and stamped at BDT 20.00 must be sent through email to [email protected] no later than 72 hours before commencement of the AGM.
3. Concerned Depository Participants (DP)/ Stock Brokers are requested to provide us with a list of their margin loan holders who hold UICL shares, as on record date with details of shareholders’ name, BO ID, shareholding position, cash dividend receivable, income tax etc. within 20 July 2020, along with the name of the contact person to the Share Department of the Company or at [email protected], otherwise dividend will be paid to bank account of the member whose name would appear on the Record Date.
4. The Members will be able to submit their questions/comments and vote electronically 24 hours before commencement of the AGM and during the AGM. For logging in to the system, the Members’ need to put their 16-digit BO ID/Folio Number and other credential as proof of their identity by visiting the link http://bit.ly/uiclagm2020.
5. Shareholders are requested to login in to the system prior to starting of the meeting. The webcast will start at 10:45 AM. Full login process to the digital platform meeting will also be available in the Company’s website www.unitedinsurance.com.bd. For any technical di�culties in accessing the virtual meeting, the members’ are requested to contact at 01840 655 515.
6. The soft copy of Annual Report-2019 will be forwarded to the email address of the shareholders available in their BO account maintained with Depository Participant (DP). The Annual Report-2019 and Proxy Form will be available in the Company’s website at www.unitedinsurance.com.bd.
INDEXCONTENTS PAGE
Facts about the Company.................................................................................................................................................................................. 03
Board of Directors ................................................................................................................................................................................................. 04
Head O�ce & Registered O�ce and Share Department........................................................................................................................ 04
Executive Committee, Audit Committee and Nomination & Remuneration Committee ........................................................ 05
Executives, Legal Advisors, Auditors and Bankers .................................................................................................................................... 05
Branch O�ces......................................................................................................................................................................................................... 06
Chairman’s Message ......................................................................................................................................................................................07-09
Report of the Board of Directors................................................................................................................................................................10-19
Key Operating and Financial Data .................................................................................................................................................................. 21
Brief Resume of the Directors .....................................................................................................................................................................22-23
Brief Management’s Discussion and Analysis ......................................................................................................................................24-27
Certi�cation of the CEO and the CFO to the Board................................................................................................................................... 28
Report of the Audit Committee ...................................................................................................................................................................... 29
Report of the Nomination and Remuneration Committee.................................................................................................................... 30
Report to the Shareholder of UICL on Compliance of the Corporate Governance Code ........................................................... 31
Corporate Governance Compliance Report ..........................................................................................................................................32-39
Value Added Statement...................................................................................................................................................................................... 40
Independent Auditors’ Report ...................................................................................................................................................................41-45
Balance Sheet ...................................................................................................................................................................................................46-47
Pro�t and Loss Appropriation Account......................................................................................................................................................... 48
Pro�t and Loss Account ...................................................................................................................................................................................... 49
Consolidated Revenue Account ...................................................................................................................................................................... 50
Fire Insurance Revenue Account..................................................................................................................................................................... 51
Marine Insurance Revenue Account .............................................................................................................................................................. 52
Motor Insurance Revenue Account ............................................................................................................................................................... 53
Miscellaneous Insurance Revenue Account ................................................................................................................................................ 54
Statement of Changes in Equity ...................................................................................................................................................................... 55
Statement of Cash Flows ................................................................................................................................................................................... 56
Notes to the Financial Statements ...........................................................................................................................................................57-70
Classi�ed Summary of Assets ........................................................................................................................................................................... 71
03
FACTS ABOUT THE COMPANY
PARTICULARS DATE
Incorporated May 07, 1985
Commenced underwriting October 19, 1985
First Dividend declared (12%) at 3rd AGM June 30, 1988
Listing in Dhaka Stock Exchange Limited April 09, 1990
Paid-up capital raised to Tk. 60 million after public �oatation of shares May 20, 1990
First trading of shares on Dhaka Stock Exchange Limited October 28, 1990
First Public AGM held at Sonargaon Hotel, Dhaka May 27, 1991
Paid-up capital raised to Tk. 78 million (30% stock dividend) May 15, 2007
Electronic transaction of shares May 22, 2007
Credit rating “A” by CRISL in 2007 on 2006 Accounts September 24, 2007
Overseas Reinsurance Treaty commenced April 01, 2008
Paid-up capital raised to Tk. 100 million (28.21% stock dividend) May 08, 2008
Paid-up capital raised to Tk. 250 million (150% stock dividend) May 07, 2009
Paid-up capital raised to Tk. 300 million (20% stock dividend) April 22, 2010
Paid-up capital raised to Tk. 330 million (10% stock dividend) June 02, 2011
Credit rating “AA-” by CRISL in 2012 on 2010 Accounts February 07, 2012
Paid-up capital raised to Tk. 363 million (10% stock dividend) May 07, 2012
Paid-up capital raised to Tk. 400 million (10.19% stock dividend) May 09, 2013
Credit rating “AA” by CRISL in 2013 on 2012 Accounts November 14, 2013
Paid-up capital raised to Tk. 420 million (5% stock dividend) May 11, 2016
Credit rating “AA+” by CRISL in 2018 on 2016 Accounts March 18, 2018
Paid-up capital raised to Tk. 445 million (5.952% stock dividend) April 28, 2019
CORPORATE MANAGEMENT
BOARD OF DIRECTORS
CHAIRMANMr. Syed Aziz Ahmad
SPONSORS & INSTITUTIONAL DIRECTORS NOMINATED BYMr. M. Saiful Islam National Brokers LtdMr. M. Shah Alam Amo Tea Company LtdMs. Shama Rukh Alam The Allynugger Tea Company LtdMr. Daud Khan Panni Macalms Bangladesh Trust
DIRECTORS FROM PUBLIC SUBSCRIBERSMr. Syed Aziz Ahmad Camellia Duncan FoundationProf. Dr. Wahiuddin Mahmood Camellia Duncan Foundation
INDEPENDENT DIRECTORSMr. Anwarul AzimMr. Ra� Omar
CHIEF EXECUTIVE OFFICERMr. Khawja Manzer Nadeem
CHIEF FINANCIAL OFFICERMs. Yesmin Hosna, FCA
COMPANY SECRETARY Mr. Md. Imran Hasan, ACS
SHARE DEPARTMENT (IN-CHARGE)Mr. Md. Monirul Islam
HEAD OFFICE & REGISTERED OFFICECAMELLIA HOUSE22, Kazi Nazrul Islam AvenueDhaka-1000, BangladeshTel: PABX: 58611720-2, 58617762 9661397-8, 9662670Fax: 880-2-58614475, 58615351E-mail: [email protected]: www: unitedinsurance.com.bd
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SHARE DEPARTMENTSEL ROSE N DALELevel - 12116, Kazi Nazrul Islam AvenueBanglamotor, Dhaka-1000Tel: PABX: 58315936-6, 58315934E-mail: [email protected]
Mr. Ra� OmarOne of our Directors
EXECUTIVE COMMITTEE Mr. Syed Aziz Ahmad Chairman Prof. Dr. Wahiuddin Mahmood Member Mr. Daud Khan Panni Member Mr. Khawja Manzer Nadeem Member
AUDIT COMMITTEE Mr. Anwarul Azim Chairman Mr. Ra� Omar Member Mr. M. Saiful Islam Member Ms. Shama Rukh Alam Member Mr. M. Shah Alam Member
NOMINATION AND REMUNERATION COMMITTEE Mr. Ra� Omar Chairman Mr. Syed Aziz Ahmad Member Mr. Anwarul Azim Member Mr. Daud Khan Panni Member Mr. Khawja Manzer Nadeem Member
EXECUTIVES, LEGAL ADVISORS, AUDITORS AND BANKERS
CHIEF EXECUTIVE OFFICERMr. Khawja Manzer Nadeem
GENERAL MANAGERMr. T. M. Abdul Matin
ADDITIONAL GENERAL MANAGERSMr. Md. JashimuddinMr. Faiz Jalaluddin Ahmad Mr. Maqsudul Haque
SR. DEPUTY GENERAL MANAGERMr. Ra�quddin Ahmed
DEPUTY GENERAL MANAGERMr. Khondaker Fakrul Alam
ASSISTANT GENERAL MANAGERSMs. Yesmin Hosna, FCAMr. Md. Sharafat HossainMr. Md. Faruk Ahmed SarkerMr. Md. Mizanur Rahman BhuiyanMr. Shamsuddin AhmedMr. Mohammed Tabrez Hossain
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LEGAL ADVISORSORR, DIGNAM & CO.Advocates & BarristersO�ce No: 101-104Sajan Tower 2 (1st Floor)3, Segun Bagicha, Dhaka-1000, Bangladesh
AUDITORSA. Qasem & Co.Chartered AccountantsGulshan Pink City (Suites # 01-03)Level # 7, Plot # 15, Road # 103Gulshan Avenue, Dhaka-1212, Bangladesh
BANKERSStandard Chartered BankBank Asia Ltd
SENIOR MANAGERSMr. Md. KamruzzamanMr. Md. Imran Hasan, ACSMr. Md. Monirul IslamMr. Md. Gias Uddin ChowdhuryMr. Mosharraf HossainMr. Kabir Ahmed BhuiyanMr. Rashedul IslamMr. Mohammad Atiqur RahmanMr. Khwaja Ali MadaniMr. Tanvir Ahmed KhanMr. Shahedul HaqueMr. Mohammad Mahfujur RahmanMr. Forhad Ahmed
BRANCH OFFICES
Central Development Unit Dhaka Zonal O�ce CAMELLIA HOUSE SEL ROSE N DALE22, Kazi Nazrul Islam Avenue Level # 12Dhaka-1000, Bangladesh 116, Kazi Nazrul Islam AvenueTel: PABX: 58611720-2, 9661397-8 Banglamotor, Dhaka-1000 9662670, 58617762 Tel: PABX: 58315935-6Fax: 880-2-58614475, 58615351 E-mail: [email protected]: [email protected]: unitedinsurance.com.bd
Agrabad Khatunganj NarayanganjMakkah Madinah Trade Centre (MMTC) Gazi Tower (3rd Floor) 48, S. M. Maleh Road(14th Floor) 78, Agrabad C/A 47, Shah Amanat Road Tanbazar, NarayanganjChittagong-4000 (Jail Road), Chittagong-4000 Tel: 01817 116 609Tel: 031-716227, 716136, 711143 Tel: 031-630039 E-mail: [email protected]: 01713-122 844 Cell: 01711 821 928 FAX: +88-031-721 230 E-mail: [email protected]: [email protected]
Chapai Nawabganj Sylhet KhulnaHolding No: 8 (1st Floor) Madhuban Shopping Complex Hui HouseGodagari Road, Masjid Para 7774, Bandar Bazar 77, Gagon Babu RoadChapai Nawabganj Sylhet Khulna Tel: 01712-000026 Tel: 0821-712301, 01558-360767 Tel: 041-730257, 01711-824433E-mail: [email protected] E-mail: [email protected] E-mail: [email protected]
Jessore Bogra RangpurRashed Center 146, Raja Bazar (2nd Floor) Sabera Mansion7/A R. N. Road, Kotwali, Jessore Bogra 147/1, Station Road, RangpurTel: 0421-61351 Tel: 051-64962 Tel: 0521-64235Cell: 01712-343355 Cell: 01716-347386 Cell: 01718-409643E-mail: [email protected] E-mail: [email protected] E-mail: [email protected]
Pabna JamalpurK. M. Plaza (1st Floor) 393/N, Doyamoyee RoadParbotigonj, Shonapotti, Jamalpur, Sadar, JamalpurPabna Sadar, Pabna Cell: 01714 395 601Tel: 0731-64345Cell: 01729-435370E-mail: [email protected]
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07
CHAIRMAN’S MESSAGE-2019
DEAR SHAREHOLDERS
I am glad to welcome you all to the 35th Annual General Meeting of United Insurance Company Limited. I would like to take this opportunity to present before you the Annual Report and the Audited Financial Statements of the Company for the year 2019.
ECONOMIC SCENARIO
Bangladesh economy, despite various national and international adversities, was able to maintain its GDP growth of about 7 percent and above in recent years. A sound macroeconomic framework, political stability, implementation of infrastructure projects and ongoing reforms to improve the business environment enhanced the country’s GDP growth rate to 8.10 percent in 2019 from 7.86 percent in 2018. The per capita GDP increased to USD 1,827 in 2019 from USD 1,675 in 2018 and the per capita national income also increased by USD 158 to USD 1,909 in 2019.
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Syed Aziz Ahmad-Chairman of the Company
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Last year the export earnings of Bangladesh grew by 10.53 percent to USD 40,530.00 million from USD 36,668.00 million in 2018. The ready-made garments sector exports increased by 11.50 percent over last year to USD 34,130.00 million in 2019, contributing about 84 percent to the total export income of the country. Remittance, the key foreign earning source, also registered a healthy growth of 18.60 percent to USD 18,420.00 million in 2019.
IDRA
In order to ensure a level playing �eld IDRA launched in 2019 a campaign against some irregularities prevailing in the industry. This had a positive e�ect already but there is still a long way to go to achieve the ultimate objective of ensuring a level playing �eld for all.
IDRA declared 1st March as “National Insurance Day” for promotional activities and market development initiatives for developing the insurance sector of the country. We welcome the initiatives taken by IDRA and hope that IDRA will continue with its e�ort in future to create an environment conducive to growth.
OUR BUSINESS
Your Company wrote insurance business with a premium income of Tk. 511.27 million against Tk. 472.34 million in 2018, posting a growth of 8.24 percent in 2019.
PROFITABILITY
Underwriting pro�t, which is derived basically from the insurance business of the Company, was Tk. 70.22 million as against Tk. 43.32 million in 2018. In spite of the bearish trend in the share market throughout the year, the company made a pro�t of Tk. 2.11 million from investment in shares. We now recommend a dividend of 11 percent Cash for the year 2019.
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PROSPECT OF 2020
The recent unpredicted surge of the global pandemic of the Coronavirus has already caused havoc to the lives and economies of the largest countries of the world resulting in thousands of deaths and near total shut down of their commercial activities. There seems to be no sight of relief in the coming months. Coronavirus has now also been detected in Bangladesh at a nascent stage. It will, therefore, be prudent to take a cautious estimation of the a�ect this pandemic may have on the commerce and industry of Bangladesh as we are very much dependent on the larger economies of the world for our export and imports trade. The general insurance industry, in particular, is closely related to all the economic activities of the country and could be badly a�ected.
ACKNOWLEDGEMENT
I would like to thank all our esteemed stakeholders, well-wishers, Ministry of Finance, Insurance Development & Regulatory Authority (IDRA), Bangladesh Bank, Bangladesh Insurance Association (BIA), Bangladesh Insurance Academy, Bangladesh Securities & Exchange Commission (BSEC), Dhaka Stock Exchange Limited, our co-insurers and re-insurers for the support to the company. I am grateful to all of my colleagues on the Board for their valuable advices from time to time. I would also like to thank the members of sta� for their loyalty and the devotion in maintaining the company’s high standard of business ethics.
Dated, Dhaka Syed Aziz Ahmad19 March 2020 Chairman
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10
REPORT OF THE BOARD OF DIRECTORS OFUNITED INSURANCE COMPANY LIMITED
FOR THE YEAR ENDED 31 DECEMBER 2019
DEAR SHAREHOLDERS
On behalf of the Board of Directors of United Insurance Company Limited, I am pleased to welcome you at the 35th Annual General Meeting of the Company. It is a great pleasure and privilege for me as part of the Board to present the Annual Report of 2019 along with the Auditors’ Report and Audited Financial Statements of the Company for the year ended on 31 December 2019.
INSURANCE INDUSTRY
The gross premium income of non-life insurance sector of the country was Tk. 36,826.90 million in 2019 against Tk. 33,907.90 million in 2018, registering a growth about 8.61 percent over the previous year. But despite this growth, the country’s per capita insurance expense still remains at USD 2.60 which is the lowest as compared to other South Asian countries.
INSURANCE BUSINESS IN 2019
Your Company earned a gross premium income of Tk. 511.27 million as against Tk. 472.34 million in 2018, showing an increase of 8.24 percent.
CREDIT RATING
United Insurance Company Limited, as you know, is rated “AA+” by the Credit Rating Information and Services Limited (CRISL) and this continues to re�ect Company’s very high claim paying ability, prudent
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The Directors along with the Company Secretary at the 34th Annual General Meeting
11
�nancial management, good solvency, diversi�ed investment portfolio, sound liquidity and experienced top management. The rating helps the Company to negotiate better terms with the reinsurers abroad.
RISKS MANAGEMENT
Your Company is always aware of the risk factors inherent in this industry. To keep the risks at an acceptable level, your Company identi�es, monitors and reviews the risks inherent in the business from time to time, continues to update data base for information and takes corrective and or preventive measures to safeguard the stakeholders’ interest.
BUSINESS PERFORMANCE
Fire Insurance Business:
The Company wrote direct �re insurance business with a gross premium income of Tk. 182.06 million against Tk. 156.53 million in 2018, registering a growth about 16.31 percent. After ceding of the re-insurance premium, the net premium of the �re insurance business amounted to Tk. 65.45 million. The Company earned an underwriting pro�t of Tk. 10.24 million from its �re insurance business against Tk. 10.54 million in 2018.
Marine Insurance Business:
The gross premium income from underwriting of marine insurance increased to Tk. 195.50 million from Tk. 178.02 million in 2018, yielding a net premium of Tk. 131.23 million, after payment for re-insurance. The Company earned an underwriting pro�t of Tk. 34.26 million against Tk. 18.98 million in 2018.
e¨e¯’vcbv, m”QjZv, eûg~Lx wewb‡qvM, my`„p Zvij¨ Ges AwfÁ e¨e¯’vcbv‡K cÖwZdwjZ K‡i| we‡`kx cybtexgvKvix‡`i wbKU †_‡K AbyKzj kZ©ejx cÖvßxi †ÿ‡ÎI GB †µwWU †iwUs †Kv¤úvbx‡K mvnvh¨ Ki‡e|
SuywK e¨e¯’vcbv
exgv wk‡í we`¨gvb SzwK mg~n m¤ú‡K© Avcbvi †Kv¤úvbx m`v m‡PZb| SyuwKmgyn‡K MÖnY‡hvM¨ ch©v‡q ivL‡Z Avcbv‡`i †Kv¤úvbx cÖwZwbqZ e¨emv‡qi mv‡_ m¤ú„³ we`¨gvb SuywKmg~n wPwýZKiY, ch©‡eÿY I ch©v‡jvPbv, Z_¨-fvÛvi nvj-bvMv`KiY Ges MÖvnK, ïf¨vbyavqx I †kqvi‡nvìv‡`i ¯^v_© msiÿ‡Yi Rb¨ ms‡kvabg~jK ev mZK©Zvg~jK e¨e¯’v MÖnY K‡i _v‡K|
e¨emv Kg©ÿgZv
AwMœ exgv e¨emv:
†Kv¤úvbx cÖZ¨ÿ¨ AwMœ exgvi e¨emv †_‡K 2018 mv‡ji †gvU wcÖwgqvg 156.53 wgwjqb UvKv Gi wecix‡Z G eQi wcÖwgqvg Avq K‡i‡Q cÖvq 182.06 wgwjqb UvKv, hv MZ eQ‡ii Zzjbvq 16.31 kZvsk †ekx| cybtexgv wcÖwgqv‡gi h_vh_ ms¯’v‡bi ci AwMœ exgv e¨emv‡q bxU wcÖwgqvg n‡q‡Q 65.45 wgwjqb UvKv| †Kv¤úvbx
AwMœ exgv e¨emv †_‡K 2018 mv‡ji 10.54 wgwjqb UvKv AewjLb gybvdvi ¯’‡j GeQi gybvdv AR©b K‡i‡Q 10.24 wgwjqb UvKv|
†bŠ exgv e¨emv:
†bŠ exgv e¨emvq †_‡K †Kv¤úvbxi †gvU wcÖwgqvg Avq 2018 mv‡ji 178.02 wgwjqb UvKv †_‡K e„w× †c‡q G eQi n‡q‡Q 195.50 wgwjqb UvKv, h_vh_ cybtexgv wcÖwgqvg cÖ̀ vb-Gi ci bxU wcÖwgqvg Avq n‡q‡Q 131.23 wgwjqb UvKv| †Kv¤úvbx †bŠ exgv e¨emv †_‡K 2018 mv‡ji 18.98 wgwjqb UvKv AewjLb gybvdvi ’̄‡j GeQi gybvdv AR©b K‡i‡Q 34.26 wgwjqb UvKv|
600
500
400
300
200
100
-2015 2016 2017 2018 2019
383418
447 472511
Gross Premium (Taka in million)
The Shareholders at the 34th Annual General Meeting
12
2015 2016 2017 2018 2019
60
50
40
30
20
10
-
Net Claims (Taka in million)
17
32
4953 56
Motor and Miscellaneous Insurance Business:
In motor insurance segment, UICL’s gross premium income decreased from Tk. 49.49 million in 2018 to Tk. 44.28 million. Pro�t from this segment increased to Tk. 20.24 million against Tk. 16.50 million in 2018.
Premium income from miscellaneous underwriting was Tk. 89.42 million in 2019 against Tk. 88.23 million in 2018 and the underwriting pro�t earned Tk. 5.48 million.
Income from Investment:
Interest income received from deposits with banks and non-banking �nancial institutions rose to Tk. 38.60 million from Tk. 30.32 million in 2018, registering a growth of 27.31 percent over previous year.
The dividend income, excluding dividend received from United Finance Limited (UFL), was Tk. 0.64 million, lower than Tk. 0.70 million of 2018. In addition to dividend income from investment in shares, the Company’s pro�t through trading of shares was Tk. 2.11 million against Tk. 1.23 million in 2018.
From UFL, we received a cash dividend of Tk. 37.12 million in 2019 against the cash dividend of Tk. 36.78 million and 1,838,896 bonus shares in 2018.
PROFIT AND LOSS ACCOUNT
The salient features are given below:Amount in Taka
Particulars 2019 2018Gross Premium 511,268,516 472,339,222Net Premium 272,217,256 278,282,222Underwriting pro�t 70,217,214 43,316,605Interest income 38,600,489 30,317,534Dividend income 37,760,649 37,473,053Pro�t before tax 124,873,652 117,768,639Provision for tax 38,000,000 26,000,000Transfer to Reserve forexceptional losses 27,221,726 27,828,222
†gvUi I wewea exgv e¨emv:
†gvUi exgv e¨emv †_‡K 2018 mv‡ji 49.49 wgwjqb UvKvi ’̄‡j K‡g wM‡q GeQi †gvU wcÖwgqvg Avq n‡q‡Q 44.28 wgwjqb UvKv| wcÖwgqvg
Avq Kg nIqv m‡Z¡I GLvZ †_‡K 2018 mv‡ji AwR©Z gybvdv 16.50 wgwjqb UvKv †_‡K e„w× †c‡q G eQi AwR©Z n‡q‡Q 20.24 wgwjqb UvKv|
wewea AewjLb e¨emv †_‡K 2019 mv‡j wcÖwgqvg Avq n‡q‡Q 89.42 wgwjqb UvKv Gi wecix‡Z 2018 mv‡ji Avq wQj 88.23 wgwjqb UvKv I G eQi gybvdv AwR©Z n‡q‡Q 5.48 wgwjqb UvKv|
wewb‡qvM †_‡K Avq:
wewfbœ e¨vsK I Avw_©K cÖwZôv‡b Mw”QZ wewb‡qvM †_‡K 2018 mv‡ji cÖvß gybvdv 30.32 wgwjqb UvKv †_‡K e„w× †c‡q G eQi n‡q‡Q 38.60 wgwjqb UvKv, hv MZ eQ‡ii Zzjbvq 27.31 kZvsk †ekx|
BDbvB‡UW dvBb¨vÝ wjwg‡UW ‡_‡K cÖvß jf¨vsk e¨wZZ, 2018 mv‡ji jf¨vsk Avq 0.70 wgwjqb UvKv ‡_‡K K‡g GeQi n‡q‡Q 0.64 wgwjqb UvKv| ‡kqvi wewb‡qv‡Mi jf¨vsk Avq QvovI †kqvi µq-weµq Gi gva¨‡g 2018 mv‡ji 1.23 wgwjqb UvKvi wecix‡Z 2019 mv‡j †Kv¤úvbxi gybvdv n‡q‡Q 2.11 wgwjqb UvKv|
BDbvB‡UW dvBb¨vÝ wjwg‡UW †_‡K 2018 mv‡j bM` jf¨vsk wn‡m‡e 36.78 wgwjqb UvKv Ges 1,838,896 wU †evbvm †kqvi Gi wecix‡Z 2019 mv‡j bM` jf¨vsk wn‡m‡e †c‡qwQ 37.12 wgwjqb UvKv|
jvf-ÿwZ wnmve
140
120
100
80
60
40
20
-2015 2016 2017 2018 2019
Pro�t After Tax (Taka in million)
124 120
10191 87
The Company adopted ‘IFRS-9: Financial Instruments for recording and presentation of investment in shares’ at fair value as at 31 December 2019. The di�erence between market value of the securities and their cost
†Kv¤úvbxi †kqv‡i wewb‡qvM 2019 mv‡ji 31 wW‡m¤̂i ZvwiL mgvß eQ‡i Ô†dqvi f¨vjyÕ ev b¨vh¨ g~‡j¨ wnmvefz³KiY I cÖKv‡ki Rb¨ wnmve gvb ÔAvBGdAviGm-9: wdbvwÝqvj BÝUªy‡g›UmÕ Mªnb K‡i‡Q| †kqv‡i wewb‡qvM mg~‡ni evRvig~j¨ I µqg~‡j¨i g‡a¨ †h cv_©K¨ Zv
13
has been re�ected in the pro�t and loss account of the Company, except the fair value gain or loss on shares of United Finance Limited (UFL).
The fair value gain or loss on UFL’s shares has been presented separately in the pro�t and loss appropriation account of the �nancial statements of 2019.
COMPANY’S VEHICLES: USAGE & MAINTENACE
In compliance with the directive no:09/2012 of Circular No:Bi:U:Ni:Ka/GAD/1003/2011-1211 dated 24 July 2012 by the Insurance Development and Regulatory Authority (IDRA), we con�rm that the Company’s total expenses relating to usage and maintenance of its o�ce pool vehicles in 2019 was Tk. 0.52 million. The total number of o�ce pool vehicles was 4 for which total cost was Tk. 8.80 million and the written down value as at 31 December 2019 was Tk. 1.97 million.
DIVIDEND
The Board also recommended cash dividend of TK. 1.10 per ordinary share (face value of Tk. 10 each) amounting to Tk. 48.95 million for 44.50 million ordinary shares held on record date for the year ended on 31 December 2019.
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BDGdGj-Gi †kqvi †_‡K AwR©Z AbM`vqbK…Z g~jabx gybvdv ev ÿwZ Avjv`vfv‡e 2019 mv‡ji jvf †jvKmvb Ave›Ub weeibx‡Z Dc¯’vcb Kiv n‡q‡Q|
†Kv¤úvbxi †gvUihvb: e¨envi I cwiPvjb e¨q
exgv Dbœqb I wbqš¿Y KZ©„cÿ (extDtwbtK) KZ©„K wejvkeûj hvbevn‡b D”P e¨q cwinvi cÖm‡½ RvwiK…Z mvKy©jvi bs extDtwbtK/ wRGwW/1003/2011-1211 ZvwiLt 24 RyjvB 2012-Gi wb‡ ©̀kbv b¤̂i 5 Gi cwicvjb Abymv‡i D‡jøL Kiv hv‡”Q †h 2019 mv‡j †Kv¤úvbxi †gvUihvb mg~‡ni e¨envi I cwiPvjb e¨q n‡q‡Q 0.52 wgwjqb UvKv| †Kv¤úvbxi †gvU hvbevnb msL¨v wQj 04wU †h¸‡jvi µqg~j¨ wQj †gvU 8.80 wgwjqb UvKv Ges 31 wW‡m¤̂i 2019 wnmve mgvß eQ‡i †h¸‡jvi AewPwZ g~j¨ wQj 1.97 wgwjqb UvKv|
jf¨vsk
cwiPvjbv cl©` 31 wW‡m¤^i 2019 mgvß eQ‡ii Rb¨ wba©vwiZ †iKW© ZvwiL †gvZv‡eK cÖwZwU mvaviY †kqv‡ii (10 UvKv AwfwnZ g~j¨) wecix‡Z 1.10 UvKv nv‡i bM` jfvsk wn‡m‡e 44.50 wgwjqb †kqv‡ii wecix‡Z 48.95 wgwjqb UvKv cÖ`v‡bi mycvwik K‡i‡Qb|
Participants at the 27th Branch Managers’ Conference at Camellia House
2015 2016 2017 2018 2019
80
70
60
50
40
30
20
10
-
Underwriting Pro�t (Taka in million)
4248 45 43
70
14
DIRECTORS
Sponsor Directors:
In accordance with the provision of articles 153, 154 and 155 of the Articles of Association of the Company, Mr. M. Saiful Islam nominated by M/s. National Brokers Limited retires and being eligible o�ers himself for re-election.
Director from Public Subscribers:
In accordance with the provisions of articles 153, 154 and 155 of the Articles of Association of the Company, Prof. Dr. Wahiuddin Mahmood, nominated by M/s. Camellia Duncan Foundation, Director from amongst the public subscribers also retires and being eligible o�ers himself for re-election as nominee of M/s. Camellia Duncan Foundation.
The relevant notice dated 27 February 2020 regarding the election of Director from public subscribers was published in two national dailies where the last date of submission of nomination was March 10, 2020. The Election of Director from public subscribers will be held at the AGM.
cwiPvjKgÛjx
D‡`¨v³v cwiPvjK:
†Kv¤úvbxi msN wewa Gi 153, 154 I 155 Abyhvqx D‡`¨v³v cwiPvjK †gmvm© b¨vkbvj †eªvKvm© wjt Gi cÖwZwbwa, Rbve Gg. mvBdzj Bmjvg Aemi MÖnY K‡i‡Qb Ges †hvM¨ weavq wZwb cybtwbe©vP‡bi AvMÖn e¨³ K‡i‡Qb|
mvaviY †kqvi‡nvìvi‡`i cwiPvjK:
†Kv¤úvbxi msN wewa Gi 153, 154 I 155 Abyhvqx mvaviY †kqvi‡nvìvi†`i ga¨ †_‡K wbe©vwPZ cwiPvjK ‡gmvm© K¨v‡gwjqv WvbKvb dvD‡Ûkb Gi cÖwZwbwa cÖ‡dmi Wvt IqvwnDwÏb gvn&gy` Aemi MÖnY K‡i‡Qb Ges †hvM¨ weavq wZwb cybtwbe©vP‡bi Rb¨ ‡gmvm© K¨v‡gwjqv WvbKvb dvD‡Ûkb Gi g‡bvbxZ cÖwZwbwa wn‡m‡e AvMÖn e¨³ K‡i‡Qb|
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Celebrating Mujib Borso
15
AUDITORS
Pursuant to Section 210 of the Companies Act 1994 and Dhaka Stock exchange (Listing) Regulations 2015, the Company’s Statutory Auditors M/s. A. Qasem & Co., Chartered Accountants, retire after completion of 3 years service to the Company. Pursuant to the said section of the Companies Act 1994 and regulation no.- 15(2) of Dhaka Stock Exchange (Listing) Regulations 2015, new statutory auditors are therefore required to be appointed by the shareholders for the year 2020 at the 35th Annual General Meeting. We take this opportunity to express our thanks and appreciation to the outgoing auditors for the support we received from them in the last three years.
MANAGEMENT
On completion of 3 years’ tenure of Mr. Khawja Manzer Nadeem as Chief Executive O�cer (CEO) of the Company, the Board of Directors re-appointed him as CEO for another three years with e�ect from 01 March 2020 subject to approval of the Insurance Development & Regulatory Authority (IDRA).
CORPORATE AND FINANCIAL REPORTING
The Company has complied with all the requirements of Corporate Governance Codes, published on 03 June 2018, as required by the Bangladesh Securities and Exchange Commission (BSEC).
Accordingly, the Directors are pleased to con�rm the following:
(a) The �nancial statements together with notes thereon have been prepared in conformity with the Companies Act, 1994, Insurance Act, 2010 and in some applicable cases Insurance Act, 1938 and Securities & Exchange Commission Rules, 1987. These statements present fairly its state of a�airs, the result of its operations, cash �ows and changes in equity.
(b) Proper books of account of the Company have been maintained.
(c) Appropriate accounting policies have been consistently applied in preparation of the �nancial statements and the accounting estimates are based on reasonable and prudent judgment.
wbix¶Ke„›`
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wbKU †_‡K mvwe©K mn‡hvMxZv cvIqvi Rb¨ Zv‡`i‡K ab¨ev` I K…ZÁZv Rvbvw”Q|
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Rbve LvRv gvbhvi bvw`g-Gi AÎ †Kv¤úvbxi g~L¨ wbe©vnx Kg©KZ©v wn‡m‡e 3 eQi †gqv` DËxY© nevi †cÖwÿ‡Z, cwiPvjbv cl©` Zv‡K 01 gvP© 2020 mvj †_‡K AÎ †Kv¤úvbxi g~L¨ wbe©vnx Kg©KZ©v wn‡m‡e exgv Dbœqb I wbqš¿Y KZ…©cÿ-Gi Aby‡gv`b mv‡c‡ÿ cieZ©x 3 eQ‡ii Rb¨ cybivq wb‡qvM cª`vb K‡ib|
K‡cv©‡iU Ges Avw_©K cÖwZ‡e`b
†Kv¤cvbx evsjv‡`k wmwKDwiwUR GÛ G·‡PÄ Kwgkb (weGmBwm) KZ©„K cÖYxZ K‡c©v‡iU Mfv‡b©Ý Gi Avewk¨K My‡jv h_vh_ fv‡e cvjb K‡i‡Q|
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L) †Kv¤cvbxi wnmve ewnmg~n mwVKfv‡e msiwÿZ n‡q‡Q|
M) Avw_©K weeiYxmg~n ˆZix‡Z mwVK wnmve bxwZgvjvmg~n h_vh_fv‡e cÖ‡qvM Kiv n‡q‡Q| Z‡e †hLv‡b Gi e¨Z¨q N‡U‡Q Zv cÖKvk Kiv n‡q‡Q| wnmve Abygvbmgyn hyw³ m½Zfv‡e I wePÿYZvi mv‡_ Kiv n‡q‡Q|
710
783
839
936
980
2015 2016 2017 2018 2019
Total Reserves (Taka in million)
16
(d) International Accounting Standards or International Financial Reporting Standards, as applicable in Bangladesh, have been followed in preparation of the �nancial statements.
(e) The system of internal control is sound in design and has been e�ectively implemented and monitored.
(f) There are no signi�cant doubts about the Company's ability to continue as a going concern.
(g) Minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly;
(h) No bonus share or stock dividend has been declared as interim dividend;
(i) There are no extraordinary activity in the reported period;
(j) There are no signi�cant deviations from the operating result of the last year.
BOARD MEETING ATTENDANCE
During the year, �ve Board Meetings were held. The attendance of the Directors are shown in Annexure-1.
PATTERN OF SHAREHOLDING
Pattern of shareholding as per clause 1.5(xxiii) of the BSEC Noti�cation No: the BSEC Noti�cation No: BSEC/CMRRCD/ 2006-158/207/ Admin/80 dated 03 June 2018 are shown in Annexure-2.
KEY OPERATING AND FINANCIAL DATA
The Company’s summarised key operating and �nancial data for the last �ve years are shown in Annexure-3.
RELATED PARTY TRANSACTIONS
Related Party Transactions, as per clause 1.5(vi) of the BSEC Noti�cation No: BSEC/CMRRCD/2006-158/207/ Admin/80 dated 03 June 2018, are shown in Page # 67-68.
N) evsjv‡`‡k cÖ‡hvR¨ AvšÍ©©RvwZK wnmvegvb Abyhvqx Avw_©K weeiYxmg~n cÖ¯‘Z Kiv n‡q‡Q|
O) Af¨šÍixb wbqš¿Y e¨e¯’v my`„pfv‡e cÖYxZ Ges hvi cÖ‡qvM Ges ch©‡eÿY AZxe Kvh©Ki|
P) Pjgvb cÖwZôvb wnmv‡e †Kv¤cvbxi mÿgZvq we›`ygvÎ †Kvb m‡›`n ‡bB|
Q) wbqš¿bKvix ‡kqvi‡nvìviMb KZ…©K cÖZ¨ÿ ev c‡ivÿ fv‡e M„nxZ wewb‡qvM ¯^v_© cwicw¯’ wm×všÍ †_‡K ÿz`ª wewb‡qvMKvixMb myiwÿZ|
R) AšÍe©ZxKvjxb jf¨vsk wn‡m‡e †Kvb cÖKvi ‡evbm †kqvi ev ÷K wWwW‡W›U cÖ`vb Kiv nqwb|
S) cÖwZ‡e`bKvjxb mg‡q †Kvb A¯^vfvweK Kvh©µg msMwVZ nqwb|
T) weMZ eQ‡ii Kvh©µ‡gi Zzjbvq †Zgb ¸iZ¡c~Y© †Kvb weP¨ywZ †bB|
cl©` mfvq Dcw¯’wZ
Av‡jvP¨ eQ‡i ‡Kv¤úvbxi 5 wU cl©` mfv AbywôZ nq| D³ mfv mg~‡n cwiPvjK‡`i Dcw¯’wZ Annexure-1 G ‡`Lv‡bv nÕj|
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weGmBwm †bvwUwd‡Kkb bs weGmBwm/wmGgAviAviwmwW/ 2006-158/207/GWwgb/80
ZvwiLt 03 Ryb 2018-Gi K¬R 1.5 (xxiii) Abyhvqx †kqvi‡nvwìs aiY Annexure-2 ‡`Lv‡bv nÕj|
D‡jøL‡hvM¨ Avw_©K Z_¨
†Kv¤úvbxi weMZ cuvP eQ‡ii mswÿß I D‡jøL‡hvM¨ Avw_©K Z_¨mg~n Annexure-3 †`Lv‡bv nÕj |
m¤úwK©Z cÿmg~‡ni †jb‡`b
weGmBwm †bvwUwd‡Kkb bs weGmBwm/wmGgAviAviwmwW/ 2006-158/207/GWwgb/80 ZvwiLt 03 Ryb 2018-Gi K¬R 1.5 (vi) Abyhvqx c„ôv b¤^i 67-68 †Z †`Lv‡bv nÕj|
1,8001,6001,4001,2001,000
800600400200
-2015 2016 2017 2018 2019
Total Assets (Taka in million)
1,2971,399
1,4961,652
1,770
17
A social gathering on the occasion of the 27th Branch Managers’ Conference at Camellia House
BRIEF RESUME OF THE DIRECTORS
Brief resume of the Directors, as per clause 1.5(xxiv) of the BSEC Noti�cation No: BSEC/CMRRCD/2006-158/207/ Admin/80 dated 03 June 2018, are shown in Annexure-4.
BRIEF MANAGEMENT’S DICUSSION AND ANALYSIS SIGNED BY THE CHIEF EXECUTIVE OFFICER
The brief management’s discussion and detailed analysis of the Company’s position and operations along with discussion of changes in the �nancial statements signed by the Chief Executive O�cer is placed in Annexure-5.
CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER AND THE CHIEF FINANCIAL OFFICER TO THE BOARD OF DIRECTORS
The Chief Executive O�cer and Chief Financial O�cer have performed their duties as per the Rules, responsibilities and duties as prescribed by the board. The report is placed in Annexure-6.
REPORT ON THE ACTIVITIES OF THE AUDIT COMMITTEE
Pursuant to the clause 5(7) of the BSEC Noti�cation No: BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, the activities of the Audit Committee have been shown in Annexure-7.
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weGmBwm †bvwUwd‡Kkb bs weGmBwm/wmGgAviAviwmwW/ 2006-158/207/GWwgb/80 ZvwiLt 03 Ryb 2018-Gi K¬R 1.5 (xxiv) Abyhvqx Annexure-4 †`Lv‡bv nÕj|
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gyL¨ wbe©vnx Kg©KZ©v KZ©„K ¯^vÿwiZ e¨e¯’vcbv msµvšÍ cÖwZ‡e`b hv Annexure-5 G Dc¯’vcb Kiv n‡q‡Q|
gyL¨ wbe©vnx Kg©KZ©v I cÖavb wnmveiÿY Kg©KZ©vi cÖwZ‡e`b
†Kv¤cvbxi gyL¨ wbe©vnx Kg©KZ©v I cÖavb wnmveiÿY Kg©KZ©v cwiPvjbv cl©`KZ…©K cÖ`Ë wbqgbxwZ Abyhvqx Zv‡`i Kvh©µg cwiPvjbv K‡i‡Qb| G msµvšÍ cÖwZ‡e`b Annexure-6 G mshy³ Kiv n‡q‡Q|
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18
The Chairman of IDRA (second from right) visited UICL’s pavilion in Bima Mela-2019 in Khunla. O�cials of IDRA and UICL were also present.
NOMINATION AND REMUNERATION COMMITTEE (NRC)
The Board of Directors constituted a �ve-member (including a non-voting member) Nomination and Remuneration Committee (NRC) as a sub-committee of the Board of the Company to comply with the BSEC noti�cation dated 03 June 2018. The Committee shall assist the Board in formulation of the nomination criteria or policy for determining quali�cations, positive attributes, experiences and independence of Directors and top level executives.
Pursuant to the clause 6(2) of the BSEC Noti�cation No: BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, the activities of the Nomination and Remuneration Committee have been shown in Annexure-8.
CORPORATE GOVERNANCE AND COMPLIANCE REPORT OF CORPORATE GOVERNANCE
The Board of Directors of United Insurance Company Limited is committed, as before, to adopting the highest governance standards and improving those standards as required to protect the interest of stakeholders and policy holders of the Company. The Board continues to provide direction to the management, approve strategic decision and policies to attain predetermined goals and objectives of the Company.
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19
Certi�cate from auditors on compliance with the conditions as per clause 7(1) of the BSEC Noti�cation No: SEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 are shown in Annexure-9.
Pursuant to the clause 9(3) of the BSEC Noti�cation No: BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, we attach the Company’s Corporate Governance compliance status as Annexure-10.
ACKNOWLEDGEMENT
We gratefully acknowledge valuable help and advices from the esteemed shareholders at the Annual General Meeting, well-wishers, the Insurance Development & Regulatory Authority (IDRA), Bangladesh Insurance Association, Bangladesh Insurance Academy, our Co-insurers and Re-insurers, Registrar of Joint Stock Companies, Ministry of Finance, Commercial Banks and Financial Institutions, Bangladesh Bank and Bangladesh Securities & Exchange Commission and Dhaka Stock Exchange Limited.
We also like to thank the members of our sta� for their devotion, drive and skill in maintaining the Company’s high standard of business ethics.
For the Board of Directors
Dated, Dhaka Syed Aziz Ahmad19 March 2020 Chairman
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BOARD MEETING ATTENDANCE
Name of Directors AttendanceMr. Syed Aziz Ahmad 5Mr. M. Ha�zullah 2Mr. M. M. Alam 2Mr. M. Saiful Islam 5Mr. Anwarul Azim 4Mr. M. Shah Alam 5Prof. Dr. Wahiuddin Mahmood 4Mr.Ra� Omar 4Mrs. Shama Rukh Alam 2Mr. Daud Khan Panni 3
The Directors who could not attend the meetings were granted leave u/s 108(f) of the Companies Act, 1994.
Pattern of ShareholdingsShareholdings of Parent/Subsidiary/Associate companies and other related parties
Name of Shareholders Number of Shares Ratio of Holdings (31 December 2019) (31 December 2019)Camellia Duncan Foundation 4,450,000 10.00 %Macalms Bangladesh Trust 4,449,931 10.00 %United Finance Limited 4,450,000 10.00 %Amo Tea Company Limited 3,380,220 7.60 %National Brokers Limited 2,966,625 6.67 %The Allynugger Tea Company Limited 2,595,764 5.83 %The Chandpore Tea Co. Limited 2,521,571 5.67 %The Mazdehee Tea Company Limited 2,325,056 5.22 %The Lungla (Sylhet) Tea Company Limited 2,224,931 5.00 %Duncan Brothers (Bangladesh) Limited 815,790 1.83 %Duncan Products Limited 482,756 1.08 %Octavius Steel & Company of BD Limited 444,931 1.00 %
Annexure-1
Annexure-2
Shareholding of the Directors, CEO, Company Secretary, CFO, Head of Internal Audit and their spouses and minor children
Name of Shareholders Number of Shares Ratio of Holdings (31 December 2019) (31 December 2019)Syed Aziz Ahmad, Director 1 -Prof. Dr. Wahiuddin Mahmood, Director 6,137 0.01 %Khawja Manzer Nadeem, Managing Director & CEO - -Ms. Yesmin Hosna, FCA (Chief Financial O�cer) - -Md. Imran Hasan, ACS (Company Secretary) - -Md. Linkon Akter, Head of Internal Audit - -
Shareholding of Executives: Nil10% or more voting interest in the Company as on 31 December 2019:
Name of Shareholders Number of Shares Ratio of HoldingsCamellia Duncan Foundation 4,450,000 10.00 %United Finance Limited 4,450,000 10.00 %Macalms Bangladesh Trust 4,449,931 10.00 %
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Annexure-3
KEY OPERATING AND FINANCIAL DATA
Particulars Year 2019 2018 2017 2016 2015Gross premium 511.27 472.34 447.02 418.72 383.37Net premium 272.22 278.28 267.64 250.50 217.10Net claims 55.81 53.17 48.66 31.59 16.55Investment & other income 78.56 88.03 91.50 104.87 120.18Underwriting pro�t 70.22 43.32 44.54 47.60 42.04Net pro�t before tax 124.87 117.77 127.40 146.49 154.31Net pro�t after tax 86.87 91.77 101.20 120.49 124.31Paid-up capital 445.00 420.00 420.00 420.00 400.00Total reserves 973.35 964.00 838.77 782.85 709.82Cash & bank balances 569.54 481.94 436.77 481.91 491.80Net operating cash �ow 103.03 17.58 44.93 (35.48) (10.30)Total assets 1,769.58 1,652.48 1,496.15 1,398.85 1,297.23Total liabilities 351.23 268.48 237.38 196.00 187.41Shareholders' equity 1,418.35 1,384.00 1,258.77 1,202.85 1,109.82No. of shares (in million) 44.50 42.00 42.00 42.00 40.00Solvency Margin Available 1,147.94 1,074.51 957.79 907.82 879.37Solvency Margin Required 66.28 65.20 60.20 56.30 50.04
Data Per Share 2019 2018 2017 2016 2015Earnings per Share (EPS)=Net pro�t after tax/No. of shares (restated) 1.95 2.06 2.27 2.71 2.79
Net asset value (Book value) per Share= Equity/no. of share 31.87 31.10 28.29 27.03 24.93
Net operating cash �ow per Share 2.32 0.40 1.10 (0.79) (0.23)Market value on 31 December 58.50 25.10 29.80 26.00 25.00Market value on 31 December (restated) 58.50 23.69 28.12 24.54 22.47Price Earnings Ratio = Market value/ EPS 30.00 11.51 12.39 9.06 8.05Stock dividend (Historical) - 5.95% - - 5.00%Stock dividend (restated) - 5.62% - - 4.49%Cash dividend (Historical) 11.00% 7.05% 11.00% 11.00% 6.00%Cash dividend (restated) - 6.65% 10.38% 10.38% 5.39%
NB: Figures of previous years have been restated wherever necessary on the basis of outstanding shares at the end of the year 2019.
(Figures in million Taka)
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Mr. Syed Aziz AhmadA Bachelor of Science from F.C. College, Lahore, Mr. Syed Aziz Ahmad has a vast experience in management and administration of tea estates. A former Director of United Finance Limited, he was the Managing Director of United Insurance Company Limited from 2001 to 2005 and also worked later as Director Corporate A�airs of the Company. He is also a Director of Duncan Brothers (Bangladesh) Ltd, Octavius Steel & Co. of Bangladesh Ltd, Eastland Camellia Ltd and Duncan Products Limited. Mr. Ahmad was elected Chairman of the Company following the death of the founder Chairman late M. Moyeedul Islam.
Annexure-4
Mr. Daud Khan PanniMr. Daud Khan Panni graduated from the University of Dhaka in 1968. He has over 30 years’ experience in the �eld of management and in the operation of aviation. He was actively involved in sports since his youth and represented, the then East Pakistan, in �rst class cricket and shooting. He represents the Maclams Bangladesh Trust on the Board of Directors of United Insurance Company Limited.
Mr. Anwarul Azim A graduate with honours in Economics from University of Dhaka and then an M. A. in Economics from the University of Karachi, Mr. Azim joined Duncan Brothers (Bangladesh) Limited in 1969 and worked in their tea estates in Sylhet till 1982. He resigned and worked for a Canadian consulting �rm for three years from 1982 to 1985 and then rejoined Duncan Brothers in 1985 in their Dhaka o�ce as their Manager of Estate’s production. He moved on secondment to United Finance Limited as its General Manager in 1989 and became its Deputy Managing Director in 2006, a position he held till end of December 2017. He was a director on the board of Duncan
Brothers (Bangladesh) Ltd from 1996 to 2006 and United Finance Limited from 2006 to 2012. Having been with United Finance Limited for over 28 years, he developed a wide network of contacts with entrepreneurs, both large and medium, in di�erent sectors of industries of the country. He is the Independent Director of UICL Audit Committee.
Mr. M. Saiful IslamA graduate from Chittagong University with distinctions, Mr. M. Saiful Islam, was associated with Brooke Bond Commodities Ltd., London for nearly twenty years. He was in Unilever as the Head of Tea and Exports. He joined the Board of Directors of National Brokers Ltd. in 1991. He has been the Managing Director of National Brokers Ltd, a leading Chittagong-based tea broking company since 2010. He was the Chairman of Tea Traders Association, a Member of Bangladesh Tea Board, President and Assistant Governor of Rotary Club and Chairman of Old Faujians Association. He represents National Brokers Limited in the Board and also a Member of the Audit Committee.
Ms. Shama Rukh AlamMs. Shama Rukh Alam is a Chartered Accountant and fellow member of the Institute of Chartered Accountants of Bangladesh (ICAB). In 2006, she joined Duncan Brothers group as a Group Finance Director. Before joining Duncan group, she worked in pharmaceutical sector and a multinational tobacco company in senior position. In her early professional life, she worked in Canada. She represents the Allynugger Tea Company Limited on the Board of Directors of United Insurance Company Limited.
BRIEF RESUME OF THE DIRECTORS
23
Mr. M. Shah AlamMr. M Shah Alam started his career in 1973 in the tea industry with Duncan Brothers (Bangladesh) Limited having completed Honours in Political Science and Masters in Public Administration from the University of Dhaka and a degree in Management from the Cran�eld University, United Kingdom (UK). He is a Director of Duncan Brothers (Bangladesh) Limited and the Chairman of Bangladesh Tea Association. He is a Member of the Board of Bangladesh Tea Board and Bangladesh Rubber Board. Mr. Alam is also member of various committees like, Bangladesh Sramik Kallyan Foundation and Tripartite Consultation Committee under Ministry of Labour, Govt. of Peoples Republic of Bangladesh. He is also a Trustee in the Board of Plantation Employees’ Provident Fund and a member of the General Body of Federation of
Bangladesh Chamber of Commerce and Industry. Mr. Alam, a pronounced Rotarian is a keen golfer and widely travelled person. He represents the Amo Tea Company Limited on the Board of Directors of United Insurance Company Limited.
Mr. Ra� OmarA graduate in Science majoring in Physics from Notre Dame College under University of Dhaka in 1969, Mr. Ra� Omar was the Managing Director of Kuehne+Nagel Ltd, Dhaka, Bangladesh. He was the Executive Director of Karnaphuli Limited and thereafter the Managing Director of Arkay Shipping Co. Ltd and Interocean Agencies Limited. Mr. Omar worked in Birds (Bangladesh) Ltd., Dhaka, Bangladesh and was also the Chief Operating O�cer of Omnitrans International Limited. He served in Detjen Schi�asagentaur, Humburg, West Germany and in Mackinnon Mckenzie & Co. Pakistan Ltd, Karachi. Mr. Omar has been a Member of the Executive Committee of the FICCI and the President of the International Freight Forwarders Association (IFFAB) now renamed as Bangladesh Freight Forwarders
Association (BAFFA). He was the resource person for training for Multimodal Transport under UNESCAP. He is the Independent Director of UICL Audit Committee.
Mr. Khawja Manzer NadeemMr. Khawja Manzer Nadeem joined as Chief Executive O�cer (CEO) of United Insurance Company Limited (UICL) on 01 March 2017 after necessary approval from the Insurance Development & Regulatory Authority (IDRA). Before joining UICL, Mr. Nadeem was CEO of Paramount Insurance Company Limited and Continental Insurance Company Limited. He completed his graduation and post-graduation under the department of Management from the University of Dhaka. Mr. Nadeem is a prominent sportsman and played Hockey in Bangladesh National Team. He was honoured with "Dhaka University Blue" in Hockey. He is in the insurance industry for the last 30 years having practical experience in Underwriting, Re-insurance, Accounts, Marketing and claims of various exposure and complexity. Mr. Nadeem has
attended di�erent training courses, seminars and symposiums in insurance and re-insurance both at home and abroad. During his long association with the industry, he has developed strong bondage with the overseas re-insurers and brokers and also has wide network of contacts with the local entrepreneurs in di�erent sectors of industries of the country.
Prof. Dr. Wahiuddin MahmoodProf. Wahiuddin Mahmood graduated from Chittagong Medical College under the University of Chittagong in 1983. He did his Diploma from University of Dhaka in 1990 and obtained his fellowship FCPS (Anesthesiology) from the Bangladesh College of Physicians and Surgeons (BCPS) in 1991. He worked as Assistant Professor and Associate professor of Anesthesiology at Dhaka Medical College till 2004.
In 2004 he joined Shaheed Suhrawardy Hospital as professor of Anesthesiology. He obtained advanced training on Alternative Fluid Therapy (Korea) and attended international conferences periodically across the world. He also attended a training course organised by Sriraj Hospital, Mahidol University, Bangkok on
the latest advancement on Critical Care Management in 2006. Prof. Mahmood is a Member of Board of Trustees Bangladesh University, Dhaka, and Executive Council Member of National Heart Foundation Hospital & Research, Institute. Dr. Mahmood is a Life Member of Bangladesh Medical Association and Life Member of Bangladesh Society of Anesthesiology and Bangladesh College of Physicians & Surgeons. He retired from government service and is now the Consultant, Department of Anesthesiology and Associate Director of Medical Services of Square Hospital Limited, Dhaka. He represents Camellia Duncan Foundation on the Board of Directors of United Insurance Company Limited.
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Annexure-5
BRIEF MANAGEMENT’S DISCUSSION AND ANALYSIS
As per condition no. 1 (5) (xxv) of the Corporate Governance Codes 2018 issued by Bangladesh Securities and Exchange Commission, the Management’s Discussion & Analysis are as follows:
Accounting policies and estimation for preparation of �nancial statements
The Company follows International Financial Reporting Standards (IFRSs) and International Accounting Standards (IASs), as applicable in Bangladesh, along with local regulations applicable for preparation of �nancial statements. Description of accounting policies and estimation used for preparation of the �nancial statements of the Company are disclosed in the notes 1 and 2 of the �nancial statements.
Change in accounting policies and estimations
The Company has been following consistent accounting policies and estimations based on principles distinct in the IFRSs or IASs. Changes in accounting policy are incorporated with the amendments, if any, in the IFRS or IAS to keep the policies in line with the principles stated to comply with the requirement of the statute.
Comparative analysis of �nancial performance and �nancial position as well as cash �ows for current �nancial year with immediate preceding �ve years
Major areas of �nancial performances and �nancial position as well as cash �ows of current year with immediate preceding �ve years are as follows:
2019 2018 2017 2016 2015 2014Particulars Amount Growth Amount Growth Amount Growth Amount Growth Amount Growth Amount Growth (Tk.) (%) (Tk.) (%) (Tk.) (%) (Tk.) (%) (Tk.) (%) (Tk.) (%)Revenue 70.22 62.10 43.32 (2.74) 44.54 (6.43) 47.60 13.23 42.04 3.26 40.71 17Net pro�t after tax 86.87 (5.34) 91.77 (9.32) 101.20 (16.01) 120.49 (3.07) 124.31 6.58 116.64 5Net assets value
31.87 2.48 31.10 9.93 28.29 4.67 27.03 8.42 24.93 7.69 23.15 8.18per share (NAVPS)Earnings per share (EPS) 1.95 (5.34) 2.06 (9.25) 2.27 (16.24) 2.71 (2.87) 2.79 6.49 2.62 5.20Net Operating cash �ows
2.32 580 0.40 (63.64) 1.10 239.24 (0.79) (243.48) (0.23) 64.06 (0.64) (1500)per share (NOCPS)
NB: NAVPS, EPS and NOCPS have been restated from 2014 to 2018.
Figures in million except ratios and percentage
Comparison of �nancial performances and �nancial position as well as cash �ows with peer industry scenario
Major areas of �nancial performance and �nancial position as well as cash �ows with peer industry scenario for the year 2018 are as follows-
Economic and Financial scenario
GLOBAL
Global economy is projected to grow at 3.30 percent in 2020 marginally higher than 2019. But owing to outbreak of coronavirus globally, coupled with a sharp decline in oil prices, the growth can be muted in the �rst half of the year. However, once the outbreak of the virus is controlled, the growth is expected to be back in line with the projection.
South Asian economy is set to grow at 4.80 percent in 2020. It might also slowdown in the �rst half of year because of coronavirus outbreak.
BANGLADESH
Economic Overview
Bangladesh economy registered a GDP growth rate of 8.13 percent in FY19 up from7.86 percent in the preceding year. The projected growth in 2020 is expected to be around the same level or may be slightly higher resulting from buoyant exports, higher remittances and increasing private consumption. The in�ation has been contained at 5.50 percent, thanks to a good crop harvest, lower global food prices and accommodative monetary and �scal policies.
Financial Overview
The �nancial sector of the country faced tightening of liquidity in FY19; triggered by a decrease in the minimum Loan to Deposit Ratio by Bangladesh Bank intended to curb the excessive sub-prime lending by banks and �nancial institutions in 2018 which had continued into 2019. However, the monetary policy continued to remain expansionary to accommodate growth demand by keeping in�ation in check.
Figures in million Taka
United Reliance Green Delta Pioneer EastlandParticulars Insurance Insurance Insurance Insurance Insurance Co. Ltd Ltd Co. Ltd Co. Ltd Co. LtdGross Premium 472.34 2,689.26 3,678.63 3,011.61 1,114.62Net Premium 278.28 1,312.49 1,660.53 1,635.97 505.64Underwriting Pro�t 43.32 416.01 403.07 284.49 122.85Investment & Others Income 88.03 349.78 238.99 86.53 59.22Net Pro�t before tax 117.77 694.43 318.90 332.62 113.39Net Pro�t after tax 91.77 498.13 249.42 267.39 109.00Paid-up capital 420.00 956.01 806.91 699.81 738.66Shareholder’s equity 1,384.00 5,814.10 6,282.77 3,154.47 1,638.11Total assets 1,652.48 8,804.50 10,165.42 4,495.98 2,421.60NAVPS (Taka per share) 31.10 60.82 77.86 45.08 22.18Earnings per Share (Taka per share) 2.06 5.21 3.09 3.82 1.48NOCPS (Taka per share) 0.40 3.52 0.74 4.78 0.93
Source: Published Annual Report of 2018
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Risk and Concerns
The Company has exposure to the Underwriting Risk, Market Risk, Operational risk and Liquidity Risk inherent in the industry. The main risk relating to the �nancial statements facing the Company and its management are as follows:
Operational risk:
Operational risk arises from inadequate process, misuse of process from human or system error or from external factors.
The Management Committee is responsible for identifying operational risks and takes steps to mitigate those risks. The Committee evaluates operational processes in terms of e�ciency and adequacy of the process to ensure adequate control. To prevent misuse, “maker and checker” concept is implemented in every step of operational process. Also appropriate training are arranged regularly to reduce human error.
Liquidity risk:
Liquidity risk is the risk that the Company is unable to meet its obligations as they fall due. The Company, ensures regarding liquidity risk that it can at all times meet its obligations as they fall due, focuses on overall balance sheet structure and the control, within prudent limits, of risk arising from exposure to the mismatch of maturities across the balance sheet and from undrawn commitments and other contingent obligations. A contingency plan is in place for managing extreme situation.
Underwriting risk:
Underwriting refers to the process to assess the eligibility of a customer to receive their products risk. It involves measuring risk exposure and determining the premium that needs to be charged to insure that risk.
The Company, in case of underwriting, evaluates the risk and exposures of the prospective clients, and decides how much coverage the client should receive, how much they should pay for it, or whether to even accept the risk and insure them.
Market risk:
Market risk is the risk to an institution's �nancial condition resulting in from adverse movements in risk factors like volatility of interest rates, equities and currency risk. The Company is exposed to market risk because of positions held in its trading portfolios and its non-trading businesses.
Interest rate risk arises from the Company’s funds activities due to mismatches between the future yield and funding cost.
Equity positions can result in changes in the Company’s non-trading income and reserves arising from changes in equity prices/income. The type, nature and amount of equity exposure held by the Company is not signi�cant. The market value of the equity assets held by the Company at the balance sheet date is much higher than cost price.
Currency risk is a form of risk that arises from the change in price of one currency against another. The Company is aware of the currency risk factors as and when making payment(s) to re-insurer.
26
Future plan
The Company maintains a periodic action plans along with mid-term and long-term strategies to maintain the sustainability of its performance and �nancial position.
It is expected that Bangladesh economy will maintain its current trend of growth in GDP. The government is going ahead with implementation of infrastructural development projects including construction of Padma Bridge, Pyra Deep Sea Port, a four lane Dhaka-Sylhet highway and Dhaka Metro Rail Network. These projects will drive the economy in the coming years. Your company hopes to be a part of the growth and thereby increase its income.
In order to improve the earnings of the rural population the company continues to support the Small and Medium Enterprises (SME) initiatives which are steadily improving the social and �nancial status of the individuals in the rural area.
IFC is putting pressure on the commercial banks through Bangladesh Bank to obtain a wider coverage like Bankers Blanket Bond (BBB) policy to protect the Banks for any mishaps during their operation. Government is also keen for implementation of Crop insurance policy to protect the interest of the cultivators and also insurance coverage for the poultry and cattle sector. Bangladesh earns substantial amount of foreign exchange from remittance from the overseas employment and the Government plans to look after the interest of these expatriate workers and as such making plan for mandatory Overseas Medical Insurance policy and Personal Accident Insurance policy to cover risks of causalities, disabilities during their stay aboard.
Khawja Manzer NadeemManaging Director & CEO
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Annexure-6
CERTIFICATION OF THE CEO AND THE CFO TO THE BOARDUnder Condition # 1(5)(xxvi) of CGC
19 March 2020
The Board of Directors United Insurance Company LimitedCamellia House22 Kazi Nazrul Islam Avenue, Dhaka-1000.
Subject: Declaration on Financial Statements for the year ended on 31 December 2019.
Dear Sirs,
Pursuant to the condition No. 1(5)(xxvi) imposed vide the Commission’s Noti�cation No. BSEC/CMRRCD/2006-158/207/ Admin/80 dated 03 June 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby declare that:
1. the �nancial statements of United Insurance Company Limited for the year ended on 31 December 2019 have been prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in the Bangladesh and any departure there from has been adequately disclosed;
2. the estimates and judgments related to the �nancial statements were made on a prudent and reasonable basis, in order for the �nancial statements to reveal a true and fair view;
3. the form and substance of transactions and the Company’s state of a�airs have been reasonably and fairly presented in its �nancial statements;
4. to ensure above, the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records;
5. our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed; and
6. the management’s use of the going concern basis of accounting in preparing the �nancial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast signi�cant doubt on the Company’s ability to continue as a going concern.
In this regard, we also certify that: -
(i) we have reviewed the �nancial statements for the year ended on 31 December 2019 and that to the best of our knowledge and belief:
(a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
(b) these statements collectively present true and fair view of the Company’s a�airs and are in compliance with existing accounting standards and applicable laws;
(ii) 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 of Directors or its members.
Sincerely yours,
Ms. Yesmin Hosna, FCA Khawja Manzer Nadeem Chief Financial O�cer Chief Executive O�cer
28
Annexure-7
REPORT OF THE AUDIT COMMITTEE-2019
The Committee comprises of �ve directors. The members of the Committee are as follows:
1. Mr. M. M. Alam Independent Director Chairman (from 01.01.2019 to 14.03.2019)2. Mr. Anwarul Azim Independent Director Chairman (from 14.03.2019)3. Mr. M. Ha�zullah Independent Director Member (from 01.01.2019 to 14.03.2019)4. Mr. Ra� Omar Independent Director Member (from 14.03.2019)5. Mr. M. Saiful Islam Member 6. Mr. M. Shah Alam Member7. Mrs. Shama Rukh Alam Member (from 14.03.2019) 8. Prof. Dr. Wahiuddin Mahmood Member (from 01.01.2019 to 13.05.2019)9. Mr. Khawja Manzer Nadeem Chief Executive O�cer
The Chief Executive O�cer of the Company attended the meetings as an invitee. Other invitees to the meetings were the Chief Financial O�cer and the relevant heads of departments who attended as and when required by the Committee.
A total of 4 (four) meetings were held during 2019.
The following matters were discussed in the meetings and the decisions taken were communicated to the Board of Directors:
• Review of the auditors’ report and audited �nancial statements for the year 2018.
• Review the management letter of 2018 submitted by the external auditors.
• Review of the un-audited �rst quarter report of 2019.
• Review of the un-audited half-yearly report of 2019.
• Review of the un-audited third quarter report of 2019.
• Review of internal audit reports of the Head O�ce/Branches.
• The committee did not �nd any issues in the following areas, which needed to be reported to the Board:
(i) Report on con�ict of interest;
(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 Chairman19 March 2020 Audit Committee
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Annexure-8
REPORT OF THE NOMINATION AND REMUNERATION COMMITTEE - 2019
The Nomination and Remuneration committee (NRC) is the sub-committee of the Board. The NRC shall assist the Board in formulation of the nomination criteria or policy for determining quali�cations, 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.
The present members of the Nomination and Remuneration Committee (NRC) are as follows:
1. Mr. M. M. Alam Independent Director Chairman (from 01.01.2019 to 14.03.2019)2. Mr. Ra� Omar Independent Director Chairman (from 14.03.2019)3. Mr. Syed Aziz Ahmad Member (from 13.05.2019)4. Mr. Anwarul Azim Independent Director Member 5. Mr. Daud Khan Panni Member (from 13.05.2019) 6. Mr. M. Shah Alam Member (from 01.01.2019 to 13.05.2019)7. Mr. Khawja Manzer Nadeem Member
A total of 2 (two) meetings were held during 2019.
The following matters were discussed in the meetings and decisions taken were communicated to the Board of Directors:
• Review of the quali�cation of proposed Independent Directors of the Company.
• To consider the renewal of contract of Mr. Khawja Manzer Nadeem as Chief Executive O�cer (CEO) of the Company for another three years with e�ect from 01 March 2020 subject to approval of the Insurance Development & Regulatory Authority (IDRA) .
Dated, Dhaka Chairman19 March 2020 Nomination and Remuneration Committee
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Annexure-9
REPORT TOTHE SHAREHOLDER OF UNITED INSURANCE COMPANY LIMITED
ON COMPLIANCE OF THE CORPORATE GOVERNANCE CODEFOR THE YEAR ENDED ON 31 DECEMBER 2019
We have examined the compliance status to the Corporate Governance code by United Insurance Company Limited for the year ended on 31 December 2019. This code relates to the noti�cation no.-DSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 of the Bangladesh Security and Exchange Commission.
Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate Governance Code.
This is a scrutiny and veri�cation and an independent audit on compliance of the conditions of the Corporate Governance Code as well as the provisions of relevant Bangladesh Secretarial Standards (BSSs) 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 veri�cation 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 issue by the Commission.
(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSSs) 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;
(d) The standard of governance in the Company is satisfactory.
Dated, Dhaka Hoque Bhattacharjee Das & Co.08 March 2020 Chartered Accounts
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STATUS OF COMPLIANCE OF CORPORATE GOVERNANCE CODES
Status of compliance with the codes imposed by the Bangladesh Securities & Exchange Commission (BSEC) noti�cation no.-BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018 issued under section 2(CC) of the Securities & Exchange Ordinance, 1969 and as amended up to date:
1 Board of Directors:1 (1) Board's Size:
Minimum 5 and maximum 201 (2) Independent Director (ID):1(2)(a) At least one-�fth (1/5) of the total number of directors must be
independent in the Company's Board.1(2)(b) Independent Director means who-1(2)(b)(i) does not hold any share or minimum number of shares less than 1%
(one percent) of the total paid-up capital1(2)(b)(ii) does not have any relationship with sponsors and directors of the
Company or any of its associates, sister concerns, subsidiaries or parents or holding entities or relationship with family members
1(2)(b)(iii) has not been an executive immediately preceeding 2 (two) �nancial years;
1(2)(b)(iv) does not have any relationship pecuniary or otherwise with the Company or its subsidiary or associated Company.
1(2)(b)(v) is not a member or TREC (Trading Right Entitlement Certi�cate) holder, Director/O�cer of Stock Exchanges.
1(2)(b)(vi) is not a shareholder, director excepting independent director or o�cer or member or TREC holder of any stock exchange or an intermediary of capital market
1(2)(b)(vii) is not a partner or an executive during the preceding 3 (three) years as a statutory audit �rm or special auditor or professionals certifying compliance of the codes
1(2)(b)(viii) is not independent director in more than 5 listed companies.1(2)(b)(ix) has not been convicted by a court as a defaulter in payment of any
loan to a bank or NBFI.1(2)(b)(x) has not been convicted for a criminal o�ence involving moral
turpitude1(2)(c) Independent Director shall be appointed by the Board and approved
by the shareholders in the AGM1(2)(d) Post of Independent Director cannot remain vacant for more than 90
(ninety) days1(2)(e) Tenure of o�ce of an Independent Director shall be for a period of 3
(three) years extended for another tenure ie. For further 3 years Provided that former ID considered for reappointment for another
tenure after a time gap of one tenure i.e. completion of consecutive two tenures. ID shall not be subject to retirement by rotation as per the Companies Act.
1(3) Quali�cation of Independent Director:1(3)(a) Independent Director, shall be a knowledgeable individual with
integrity, is able to ensure compliance with �nancial laws, regulatory requirements and corporate laws and can make contribution to the business
1(3)(b) Independent Director shall have-
Annexure-10
Condition No. Title of the Codes
Compliance Status Remarks
Complied Not Complied
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Not applicable
Not applicable
Not applicable
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Not applicable
1(3)(b)(i) Business leader or director of an unlisted co. having minimum paid up capital of Tk. 100 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 executive not less than the position of MD, DMD, CFO,CS, HIAC, HLS
1(3)(b)(iii) Former o�cial of Govt. or statutory body not below 5th grade o�cer at least bachelor in economics, commerce or law.
1(3)(b)(iv) University Teacher in Economics, Commerce or Business studies and Law
1(3)(b)(v) Professionals like advocate of High Court, Chartered Accountants or Cost and Management Accountant or Chartered Secretary or Chartered Financial Analyst or Chartered Certi�ed Accountant or Certi�ed Public Accountant or equivalent quali�cation
1(3)(c) Independent Director required at least 10 (ten) years experiences in the relevant �eld.
1(3)(d) In special cases, the quali�cations or experiences may be relaxed subject to prior approval of the Commission
1 (4) Duality of Chairperson of the Board and Managing Director or Chief Executive O�cer (CEO)
1(4)(a) The position of the Chairperson of the Board and the Managing Director/Chief Executive O�cer (CEO) of the Company shall be �lled by di�erent individuals
1(4)(b) MD or 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
1(4)(d) The Board shall de�ne the roles & responsibilities of the Chairman and Managing Director/CEO
1(4)(e) In the absence of Chairperson, elect one Non Executive Director and reason of absence of regular chairperson shall be recorded in the minutes.
1(5) The Directors’ Report to Shareholders:1(5)(i) An industry outlook and possible future developments1(5)(ii) The segment-wise or product-wise performance;1(5)(iii) Risk and concerns including internal and external risk factors, threat
to sustainability and negative impact on environment, if any;1(5)(iv) A discussion on Cost of goods sold, Gross pro�t margin and Net pro�t
margin where applicable1(5)(v) A discussion on continuity of any extraordinary activities and their
implications on gain or loss1(5)(vi) A detailed discussion on related party transactions along with a
statement showing amount, nature of related party, nature of transactions and basis of transactions of all related party transactions.
1(5)(vii) A statement of utilization of proceeds raised through public issues, right issues and/or any other instruments
1(5)(viii) An explanation if the �nancial results deteriorate after the company goes for Initial Public O�ering (IPO) or Repeat Public O�ering (RPO), Right Share O�er, Direct listing
1(5)(ix) If any signi�cant variance occurs between quarterly �nancial performances and Annual Financial Statements, the management shall explain about the variance in their Annual Report
1(5)(x) A statement of remuneration paid to Directors including Independent Directors
Condition No. Title of the Condition
Compliance Status Remarks(if any)Complied Not Complied
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Not applicable
1(5)(xi) The Financial Statements prepared by the management of the company present fairly its state of a�airs, results of operations, cash �ows and changes in equity;
1(5)(xii) Proper Books of accounts of the company have been maintained1(5)(xiii) Appropriate accounting policies have been applied consistently in
preparation of the �nancial statements and the accounting estimates are based on prudent judgment
1(5)(xiv) International Accounting Standards (IAS) orInternational Financial Reporting Standards (IFRS) have been followed in preparation of the �nancial statements
1(5)(xv) The system of internal controls is sound in design and has been e�ectively implemented and monitored
1(5)(xvi) Minority shareholders have been protected from abusive action by controlling shareholders
1(5)(xvii) A statement regarding the business is a going concern1(5)(xviii) Explanation of signi�cant deviations from the previous year's
operating results1(5)(xix) Summary of key operating and �nancial data for at least the last 5
(�ve) years1(5)(xx) Reasons for non-declaration of dividend for the year1(5)(xxi) Board’s statement to the e�ect that no bonus share or stock dividend
has been or shall be declared as interim dividend;1(5)(xxii) Number of Board Meetings held during the year and attendance by
each Director1(5)(xxiii) A report on pattern of aggregate shareholding by category1(5)(xxiii)(a) Parent or Subsidiary or Associate Companies and other related
parties1(5)(xxiii)(b) Directors, Chief Executive O�cer, Company Secretary, Chief Financial
O�cer, Head of Internal Audit & Compliance and their spouses and minor children
1(5)(xxiii)(c) Executives1(5)(xxiii)(d) Shareholders holding 10% (ten percent) or more voting interest in
the company1(5)(xxiv) In case of the appointment or reappointment of a director, a
disclosure to shareholders-1(5)(xxiv)(a) a brief resume of the Director1(5)(xxiv)(b) Nature of his/her expertise in speci�c functional areas1(5)(xxiv)(c) Name of companies where the person holds directorship or member
of the committee of Board1(5)(xxv) A Management’s Discussion and Analysis signed by CEO or MD
presenting detailed analysis of the company's position and operation1(5)(xxv)(a) Accounting policies and estimation for preparation of Financial
Statements1(5)(xxv)(b) Any changes in accounting policies and estimation1(5)(xxv)(c) Comparative analysis including e�ect of in�ation of �nancial
performance or results and �nancial position as well as cash �ows for current year with immediately preceding 5 (�ve) years explaining therof
1(5)(xxv)(d) Compare �nancial performance or results and �nancial position with the peer industry scenario
1(5)(xxv)(e) Brie�y explain the �nancial & economic scenario of the country and the globe;
Condition No. Title of the Condition
Compliance Status Remarks(if any)Complied Not Complied
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Not applicable
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1(5)(xxv)(f) Risks and concerns issues related to the Financial Statements, explaining such risk and concerns mitigation policy of the company
1(5)(xxv)(g) Future plan or projection or forecast for company’s operation, performance & position, with justi�cation thereof actual position shall be explained to the shareholders in the next AGM;
1(5)(xxvi) Declaration or certi�cation by the CEO and CFO to the board as required under condition 3(3) disclosed as per Annexure-A; and
1(5)(xxvii) Certi�cate regarding Compliance condition no. 9 disclosed as per Annexure- B and Annexure – C.
1(6) Meetings of the Board: Company shall conduct its Board Meetings and record the minutes of
the meetings, as well as required books and records in line with the provisions of the BSS as issued by the 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 O�cer/ Managing Director:
1(7)(a) The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remuneration Committee (NRC) at condition No.6. for Chairman, other Board members and CEO of the company
1(7)(b) The code of conduct as determined by the Nomination and Remuneration Committee (NRC) shall be posted on the website of the company.
2 Governance of the Board of Directors of Subsidiary Company2(a) Composition of the Board of holding company shall be applicable to
the subsidiary company.2(b) At least 1 (one) Independent Director of the holding company shall
be a Director on the Board of the subsidiary company2('c) Minutes of the Board Meeting of the subsidiary company shall be
placed for review at the board meeting of holding co. 2(d) The minutes of the respective Board meeting of holding company
shall stated that they have reviewed the a�airs of the subsidiary companyalso
2(e) The Audit Committee of holding company shall review the �nancial statements of subsidiary company
3 Managing Director/Chief Executive O�cer (CEO), Chief Financial O�cer (CFO), Company Secretary (CS) and Head of Internal Audit & Compliance (HoIAC)
3(1)(a) The Board shall appoint MD or CEO, CS, CFO and HIAC.3(1)(b) The positions of the MD or CEO, CS, CFO and HIAC shall be �lled by
di�erent individuals3(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) Board shall clearly de�ne respective roles, responsibilities and duties
of CFO, HIAC & CS.3(1)(e) The MD/CEO, CFO, CS & HoIAC shall not be removed from their
position without approval of the board and dissemination to Exchange and Commission immediately
3(2) Requirement to attend Board of Directors' Meetings The MD, CS, CFO and HIAC shall attend the Board meetings; Provided that the CS, CFO and /or the HIAC shall not attend such part
of a meeting of the Board which involves any agenda relating to their personal matters.
Condition No. Title of the Condition
Compliance Status Remarks(if any)Complied Not Complied
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3(3) Duties of Chief Executive O�cer (CEO)/Managing Director (MD) and Chief Financail O�cer (CFO)
3(3)(a) The CEO/MD and CFO shall certify to the Board that they have reviewed �nancial statements for the year and that to the best of their knowledge-
3(3)(a)(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;
3(3)(a)(ii) these statements toghter present a true and fair view of the company's a�airs and are in compliance with existing accounting standards and applicable laws.
3(3)(b) The Ceo and CFO also certify that there are, to the best of their knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or in violation of code of conducts
3(3)('c) The certi�cation of the CEO/MD 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: (i) Audit Committee (ii) Nomination and Remuneration Committee5 Audit Committee (AC)5(1) Responsibility to the Board of Directors-5(1)(a) Sub-Committee of the Board5(1)(b) Ensure that the �nancial statements re�ect true and fair view of the
state of a�airs of the company and a good monitoring system within the business
5(1)(c) The Audit Committee shall be responsible to the Board; duties of the Audit Committee shall be clearly set forth in writing.
5(2) Constitution of the Audit Committee-5(2)(a) Comprising at least 3 members5(2)(b) all members of the Committe shall be non-executive directors except
the Chairperson of the Board and shall include at least 1 (one) independent director
5(2)(c) All members of the audit committee should be “�nancially literate” and at least one member shall have accounting or related �nancial management background and ten years experiences.
5(2)(d) The Board shall appoint a new member to �ll up the casual vacancy in the Committee immediately or within 1 (one) month from the date of vacancy
5(2)(e) The Company Secretary shall act as the Secretary of the Committee;5(2)(f) The quorum of the Committee meeting shall not constitute without
at least 1 (one) independent director5(3) Chairperson of the Committee-5(3)(a) The Board shall select the Chairman of the audit committee who shall
be an independent director.5(3)(b) In the absence of Chairperson, elect one Non Executive Director and
reason of absence of regular chairperson shall be recorded in the minutes.5(3)(c) In absence of chairperson, any other member of the Audit Committee
shall be selected to be present in the Annual General Meeting (AGM) and reason for absence of the regular Chairperson of the AC shall be recorded in the minutes of the AGM.
Condition No. Title of the Condition
Compliance Status Remarks(if any)Complied Not Complied
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Not applicable
Not such event found
Not such event found
Not such event foundNot such event found
5(4) Meeting of the Audit Committee5(4)(a) The Audit Committee shall conduct at least 4 (four) meetings in a
�nancial year; 5(4)(b) The quorum of the Audit Committee meeting shall not constituted in
presence of either two members or two third members of the AC whichever is higher, where presence of an independent director must.
5(5) Role of the Audit Committee-5(5)(a) Oversee the �nancial reporting process;5(5)(b) Monitor choice of accounting policies and principles;5(5)(c) Monitor internal and external audit activities 5(5)(d) oversee hiring and performance of external auditors5(5)(e) Hold meeting with external auditor for review of the annual Financial
Statements bfore submission to the Board5(5)(f) Review the annual �nancial statements before submission to the
Board for approval5(5)(g) Review the quarterly and half yearly �nancial statements before
submission to the Board for approval5(5)(h) Review adequacy of internal audit function;5(5)(i) Review the management’s discussion and analysis before disclosing
in the Annual Report;5(5)(j) Review all related party transactions5(5)(k) Review management letters or Letter of Internal Control weakness
issued by statutory auditors;5(5)(l) Oversee the determination of audit fees based on scope and
magnitude, level of expertise, required time and evaluate the performance of external auditor
5(5)(m) Declaration of the Committee regarding utilisation of the proceeds raised through IPO, RPO or Right Share O�er
5(6) Reporting of the Audit Committee5(6)(a) Reporting to the Board of Directors-5(6)(a)(i) The Committee shall report on its activities to the Board of Directors5(6)(a)(ii) Activities of the Committee shall immediately report to the Board on-5(6)(a)(ii)(a) Con�icts of interest5(6)(a)(ii)(b) Suspected or presumed fraud or irregularities or material defect
identi�ed in compliance process or �nancial statements5(6)(a)(ii)(c) Suspected infringement of laws, regulatories5(6)(a)(ii)(d) Material de�ciency in internal control5(6)(b) Reporting to the authorities5(7) Reporting to shareholders and General Investors6 Nomination and Remuneration Committee (NRC)6(1) Responsibility to the Board of Directors-6(1)(a) Sub-Committee of the Board6(1)(b) Ensure formulating the nomination criteria or policy for determining
quali�cations, 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 executives;
6(1)(c) The Terms of Reference (ToR) shall clearly set forth covering the areas stated in condition no-6(5)(b)
6(2) Constitution of the Nomination and Committee-6(2)(a) Comprising at least three members including an independent
Director
Condition No. Title of the Condition
Compliance Status Remarks(if any)Complied Not Complied
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6(2)(b) All members of the Committee shall be non- executive directors;6(2)(c) Members of the Committee shall be nominated and appointed by the
Board;6(2)(d) The Board shall have the authority to remove and appoint any
member of the Committee.6(2)(e) In case of casual vacancy, the Board shall �ll the vacancy within 180
days of occuring the vacancy in the Committee.6(2)(f) The chairperson of the committee may appoint or co-opt any
external expert to the committee as advisor who shall be non-voting member
6(2)(g) The Company Secretary shall act as 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 Committee-6(3)(b) The Board shall select the Chairman of the Committee who shall be an
independent director.6(3)(b) In the absence of Chairperson, elect one Non Executive Director and
reason of absence of regular chairperson shall be recorded in the minutes.
6(3)(c) In absence of chairperson, any other member of the NRC shall be selected to be present in the Annual General Meeting (AGM) and reason for absence of the regular Chairperson of the NRC shall be recorded in the minutes of the AGM.
6(4) Meeting of the NRC6(4)(a) At least one meeting in a �nancial year;6(4)(b) The Chairperson may convene any emergency meeting upon request
by any member of NRC;6(4)(c) Quorum shall be two members or two third of the members of the
committee including independent director, whichever is higher;6(4)(d) Minutes of each meeting shall be recorded and con�rmed in the next
meeting of the Committee6(5) Role of the NRC6(5)(a) NRC shall be independent and responsible or accountable to the
Board and to the shareholders6(5)(b) NRC shall oversee the following and -6(5)(b)(i) Formulating the criteria for determining quali�cations, positive
attributes and independence of a director and recommend a policy to the board relating to remuneration of directors and top executives considering the followings-
6(5)(b)(i)(a) the level and composition of remuneration is reasonable & su�cient for Directors to run the Company successfully
6(5)(b)(i)(b) the relationship of remuneration to performance is clear and meets appropriate performance benchmark
6(5)(b)(i)(c) remuneration to Director and Top Level Executive involves a balance between �xed and incentive pay re�ecting short and long term performance objectives to the working of the Company and its goal
6(5)(b)(ii) Devising a policy on Board’s diversity6(5)(b)(iii) Identifying persons who are quali�ed to become directors and top
level executives position and recommending their appointment and removal to the Board
Condition No. Title of the Condition
Compliance Status Remarks(if any)Complied Not Complied
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6(5)(b)(iv) Formulating criteria for evaluation of performance of independent directors and the Board;
6(5)(b)(v) Identifying the company’s needs for employees at di�erent levels- selections, transfer or replacement and promotion criteria;
6(5)(b)(vi) Developing and reviewing annually the company’s HR and training policies.
6(5)(c) The Company shall disclose the nomination and remuneration policy and activities of NRC in its annual report.
7 External/ Statutory Auditors7(1) The company shall not engage its external or statutory auditors to
perform the following services of the company, namely:7(1)(i) Appraisal or valuation services for fairness opinions7(1)(ii) Financial information systems design and implementation7(1)(iii) Book keeping or other services related to the accounting records or
�nancial statements7(1)(iv) Broker-dealer services;7(1)(v) Actuarial services;7(1)(vi) Internal audit services or special audit services;7(1)(vi) Any service that the Audit Committee determines;7(1)(vii) Audit or certi�cation services on compliance of corporate
governance as required under condition no. 9(1); and 7(1)(ix) Any other service that creates con�ict of interest.7(2) No partner or employees or his or her family members of the external
audit �rms shall possess any share of the company during the tenure of audit
7(3) Representative of external or statutory auditors shall remain present in the shareholders’ meeting (AGM).
8 Maintaining of a website by the Company8(1) The company shall have an o�cial website linked with the website of
the Stock Exchange(s)8(2) The company shall keep the website functional from the date of
listing.8(3) Detailed disclosures on its website as required under listing
regulations of the Stock Exchange(s) 9 Reporting and Compliance of Corporate Governance Codes9(1) The Company shall obtain a certi�cate from a practicing professional
Accountant or Secretary other than statutory auditors or audit �rm on yearly basis and such certi�cate shall be disclosed in the Annual Report
9(2) The practicing professionals shall be appointed by the shareholders in the Annual General Meeting
9(3) Directors of the company shall state in Directors' report whether the company has complied these conditions or not and attached in the Annual Report in accordance with the Annexure-C.
Condition No. Title of the Condition
Compliance Status Remarks(if any)Complied Not Complied
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VALUE ADDED STATEMENT-2019
AmountHead of accounts (Taka in million)Gross premium income 511.27Investment and other income 76.45Fair value gain /(loss) on investment in shares (adjusted) 18.56Commission on re-insurance ceded 68.29 674.57Less: Purchases of supplies and services 110.23 564.34
Applied as follows %Re-insurance ceded to SBC (net) 239.05 42.00Employees services and bene�ts 109.32 19.00Net claims 55.81 10.00Income tax to Government 38.00 7.00Dividend to shareholders 48.95 9.00Depreciation, retained pro�t and reserves 73.21 13.00 564.34 100.00
40
Re-Insurance cededto SCB (net)42%
Deprecia�on, Retainedprofit and reserve
13%
Employee Servicesand Benefits19%
Imcome Tax7%
Dividend toShareholders
9%
Net Claims10%
Value Added Statement Replacement
INDEPENDENT AUDITOR’S REPORTTO THE SHAREHOLDERS OF UNITED INSURANCE COMPANY LIMITED
Report on the audit of the �nancial statements
Opinion
We have audited the �nancial statements of United Insurance Company Limited (“the Company”), which comprise
the balance sheet as at 31 December 2019, the pro�t & loss appropriation account, the pro�t and loss account, the
statement of changes in equity and the statement of cash �ows for the year then ended, and notes to the �nancial
statements, including a summary of signi�cant accounting policies.
In our opinion, the accompanying �nancial statements present fairly, in all material respects, the �nancial position of
the company as at 31 December 2019, and its �nancial performance and its cash �ows for the year then ended 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 1987 and other applicable laws and regulations.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the auditor’s responsibilities for the audit of the �nancial 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) together with the ethical requirements that
are relevant to our audit of the �nancial statements in Bangladesh, and we have ful�lled our other ethical
responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is su�cient
and appropriate to provide a basis for our opinion.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most signi�cance in the audit of the
�nancial statements for 2019. These matters were addressed in the context of the audit of the �nancial statements
as a whole, and in forming the auditor’s opinion thereon, and we do not provide a separate opinion on these matters.
For each matter below our description of how our audit addressed the matter is provided in that context.
We have ful�lled the responsibilities described in the auditor’s responsibilities for the audit of the �nancial
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 misstatements of the �nancial statements. These results of our audit procedures, including the
procedures performed to address the matters below, provide the basis for our audit opinion on the accompanying
�nancial statements.
41
Key audit matter How the matters were addressed in our audit
01. Premium income
02. Implementation of IFRS 16 Leases
Gross general insurance premiums comprise the total premiums received for the whole period of cover provided by contracts entered into during the accounting period.
Given the important nature, connections to other items to the �nancial statements and sensitivity of the item we believe this area poses high level of risk.
At year end the 2019, the Company reported total gross premium income of BDT 511,268,516 (2018: BDT 472,339,222).
With respect to Premium income in respect of various types of insurance we carried out the following procedures:
• The design and operating e�ectiveness of key controls around premium income recognition process.
• Carried out analytical procedures and recalculated premium income for the period.
• Carried out cut-o� 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 a�xed to the contract and the same has been re�ected in the premium register.
• Ensured on a sample basis that the premium income was being deposited in the designated bank account.
• Tested on a sample basis to see that appropriate VAT was being collected and deposited to bank through Treasury Challan.
• For a sample of insurance contracts tested to see if appropriate level of reinsurance was done and whether that re-insurance premium was deducted from the gross premium.
• Applying specialist judgment ensured if there is any impairment of the reinsurer.
• Finally assessed the appropriateness and presentation of disclosures against relevant accounting standards, Insurance Act 1938 (as amended in 2010), Insurance Rules, 1958 and other applicable rules and regulations and regulatory guidelines.
With reference to Note 14 & 26 to the �nancial statements, IFRS 16 Leases becomes e�ective for annual reporting beginning on or after 01 January 2019 which replaces the existing International Accounting Standard 17 Leases. United Insurance Company Limited has implemented the modi�ed retrospective approach for the transition accounting. The application of the new lease standard resulted in the recognition, for the 01 January 2019 opening balance sheet, of right of use of asset BDT 55,854,015 and lease liabilities BDT 53,244,016, the impact of the adaptation of the new standard is disclosed in Note 2.9 of the notes to the �nancial statements.
We obtained an understanding of the management's process for implementing IFRS 16 Leases, including �nancial controls designed by the management to mitigate the risks assessed by us independently. We tested those relevant controls and adopted a control rely strategy. Furthermore, to mitigate the inherent risk in this audit area, our audit approach included testing of the controls and substantive audit procedures, including:
• Obtained and read the accounting policy for compliance with IFRS 16 Leases;
• Obtained listing of all contracts from the management and tested the contracts on a sample basis for impact under IFRS 16 Leases. In respect of the contracts selected for testing;
• Obtained and assess the borrowing rates;
• Tested the assumptions used in the calculation model for the sample contracts selected for testing;
• Performed test of details on a sample basis on di�erent categories of lease for valuation of the right of use of asset and lease liability;
• Assessed the disclosures within the �nancial statements.
42
Other information
Management is responsible for the other information. The other information comprises all of the information in the annual report other than the �nancial statements and our auditor’s report thereon. The directors are responsible for the other information.
Our opinion on the �nancial 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 �nancial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the �nancial 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 �nancial statements and internal controls
Management is responsible for the preparation and fair presentation of the �nancial statements in accordance with IFRSs, the Companies Act 1994, the Insurance Act 2010, the Insurance Rules 1958, the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of �nancial statements that are free from material misstatement, whether due to fraud or error.
In preparing the �nancial 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 �nancial reporting process.
Auditor’s responsibilities for the audit of the �nancial statements
Our objectives are to obtain reasonable assurance about whether the �nancial 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 be expected to in�uence the economic decisions of users taken on the basis of these �nancial statements.
As part of an audit in accordance with ISAs, we exercise professional judgement and maintain professional skepticism throughout the audit. We also:
• Identify and assess the risks of material misstatement of the �nancial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is su�cient 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.
43
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances.
• 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 signi�cant doubt on the Company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the �nancial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the �nancial statements, including the disclosures, and whether the �nancial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and signi�cant audit �ndings, including any signi�cant de�ciencies in internal control that we identify during our audit.
We also provide those charged with governance with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all 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 signi�cance in the audit of the �nancial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest bene�ts of such communication.
Report on other legal and regulatory requirements
In accordance with the Companies Act 1994, the Insurance Act 2010, the Insurance Rules 1958, the Securities and Exchange Rules 1987 and relevant noti�cations issued by Bangladesh Securities and Exchange Commission, we also report that:
a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made due veri�cation thereof;
b) In our opinion, proper books of accounts, records and other statutory books as required by law have been kept by the Company so far as it appeared from our examinations of those books;
c) The Company management has followed relevant provisions of laws and rules in managing the a�airs of the Company and proper books of accounts, records and other statutory books have been properly maintained and (where applicable) proper returns adequate for the purposes of our audit have been received from branches not visited by us;
44
d) As per section 63(2) of the Insurance Act 2010, in our opinion to the best of our knowledge and belief and according to the information and explanation given to us, all expenses of management wherever incurred and whether incurred directly or indirectly, in respect of insurance business of the Company transacted in Bangladesh during the year under report have been duly debited to the related Revenue Accounts and the pro�t & loss account of the Company;
e) 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 person any commission in any form, outside Bangladesh in respect of any its business re-insured abroad;
f) The balance sheet, pro�t & loss appropriation account, pro�t & loss account, related revenue accounts, statement of changes in equity and statement of cash �ows of the Company together with the annexed notes dealt with by the report are in agreement with the books of account and returns; and
g) The expenditure was incurred for the purpose of the Company’s business.
Dated, Dhaka A. Qasem& Co.19 March 2020 Chartered Accountants
45
BALANCE SHEET
Amounts in BDT2019 2018
CAPITAL & LIABILITIES Notes
Share capital: 4 Authorised: 50,000,000 ordinary shares of BDT 10 each 500,000,000 500,000,000 Issued, subscribed and paid-up: 44,500,000 ordinary shares of BDT 10 each 4 445,000,000 420,000,000 Reserve or contingency accounts: Reserve for exceptional losses 363,738,283 336,516,557General reserve 18 106,650,000 100,350,000Pro�t and loss appropriation account balance 502,963,223 527,135,454 Balances of funds and accounts:
Fire insurance business 26,178,394 31,049,821Marine insurance business 54,394,009 50,437,755Motor insurance business 17,257,113 19,181,053Miscellaneous insurance business 12,960,197 12,393,399
110,789,713 113,062,028 Premium deposits 5 36,450,826 24,320,328Estimated liability in respect of outstanding claims whether due or intimated 6 34,256,759 25,716,887Amount due to other persons or bodies carrying on insurance business 7 54,873,921 41,563,620Sundry creditors (including provision for expenses and taxes) 8 51,080,511 49,660,040Deferred tax liabilities 10 261,233 -Unclaimed dividend 21 10,275,934 9,591,761Lease obligations 26 53,244,106 4,567,689 1,769,584,509 1,652,484,364
46
PROPERTY & ASSETS Notes Statutory deposit: Bangladesh Govt. Treasury Bond 25,000,000 25,000,000Financial assets at fair value through pro�t or loss 9(a) 28,859,807 28,768,883Financial assets at fair value through pro�t and loss appropriation 9(b) 642,121,124 660,679,538Investment in Associate 9(c) - -Deferred tax assets 10 - 4,094,510Outstanding premium 11 56,204,575 45,099,623Accrued interest 16,123,403 12,150,404Amount due from other persons or bodies carrying on insurance business 223,247,160 223,942,116Debtors (including advances, deposits and prepayments and others) 12 20,597,871 26,738,797Cash and cash equivalents: 13 Cash in hand 2,043,055 1,768,492Cash at bank 114,344,834 73,526,998Fixed deposit receipt (FDR) 453,150,000 406,649,093 569,537,889 481,944,583Other accounts: Property, plant and equipment (at cost less accumulated depreciation) 14 186,838,202 143,047,673Stationery and forms 1,054,478 1,018,237 1,769,584,509 1,652,484,364 Net Asset Value per share (NAVPS) (restated: 2018) 31.87 31.10
AS AT 31 DECEMBER 2019
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
See annexed auditors' report to the shareholders of the same date
Dated, Dhaka A. Qasem & Co.19 March 2020 Chartered Accountants
Amounts in BDT2019 2018
47
The annexed notes 1 to 29 form an integral part of these �nancial statements
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
See annexed auditors' report to the shareholders of the same date
Dated, Dhaka A. Qasem & Co.19 March 2020 Chartered Accountants
Notes Balance brought forward from last year 527,135,454 438,730,804Deferred tax income 10 - 304,071Fair value gain/(loss) on investment in shares 9(b) (18,558,414) 467,133,238 508,577,040 906,168,113Less: share of pro�t of associate 9 (c) - 387,773,076 508,577,040 518,395,037Pro�t for the year brought down from pro�t and loss account 124,873,652 117,768,639 633,450,691 636,163,676
Reserve for exceptional losses 27,221,726 27,828,222Transferred to general reserve 6,300,000 9,000,000Provision for income taxes 38,000,000 26,000,000Deferred tax expenses 10 4,355,742 -Issuance of bonus share 25,000,000 -Cash dividend paid 29,610,000 46,200,000Balance transferred to balance sheet 502,963,223 527,135,454 633,450,691 636,163,676
Earnings per share (EPS) (restated: 2018) 1.95 2.06
PROFIT AND LOSS APPROPRIATION ACCOUNTFor the year ended 31 December 2019
Amounts in BDT2019 2018
48
The annexed notes 1 to 29 form an integral part of these �nancial statements
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
See annexed auditors' report to the shareholders of the same date
Dated, Dhaka A. Qasem & Co.19 March 2020 Chartered Accountants
The annexed notes 1 to 29 form an integral part of these �nancial statements
Notes
Expenses of management (not applicable to any particular fund or account): Audit fees 17 385,000 540,000CDBL expenses 478,237 259,083Directors' fees 230,000 230,000Depreciation 14 14,343,130 6,354,870Publicity and advertisement 1,193,447 817,134Registration renewal fees 514,076 1,685,360 17,143,890 9,886,447Pro�t for the year carried down to pro�t & loss appropriation account 124,873,652 117,768,639 142,017,542 127,655,086 Interest and dividend income 15 76,361,138 67,790,587Fair value gain/(loss) on investment in shares 9(a) (6,759,185) (3,688,203)Share of pro�t of associate 9(c) - -Gain on sale of �xed assets 15,000 -Gain on sale of investment in shares 2,111,203 20,019,580Other income 16 72,172 216,517 71,800,328 84,338,481Pro�t transferred from:
Fire revenue account 10,236,309 10,538,180Marine revenue account 34,257,509 18,982,572Motor revenue account 20,241,807 16,502,731Miscellaneous revenue account 5,481,588 (2,706,878)
70,217,214 43,316,605 142,017,542 127,655,086
PROFIT AND LOSS ACCOUNTFor the year ended 31 December 2019
Amounts in BDT2019 2018
49
50
Claims under policies less re-insurance: Paid during the year 47,271,488 50,113,024Total estimated liability in respect of outstanding claims at the end of the year whether due or intimated 34,256,759 25,716,887 81,528,247 75,829,911Less : Outstanding at the end of previous year 25,716,887 22,661,766 55,811,360 53,168,145
Agency commission 65,190,219 60,823,348Expenses of management 151,562,545 176,566,822Pro�t /(Loss) transferred to pro�t and loss account 70,217,214 43,316,605 Balance of accounts at the end of the year as shown in the balance sheet: Reserve for unexpired risk being: 40% premium income of the year except Marine Hull 107,618,362 110,146,796100% premium income of the year on Marine Hull 3,171,351 2,915,232 110,789,713 113,062,028 453,571,051 446,936,948
Balance of account at beginning of the year:Reserve for unexpired risk 113,062,028 109,448,301Premium less re-insurance 272,217,256 278,282,222Commission on re-insurance ceded 68,291,767 59,206,425 453,571,051 446,936,948 All expenses of management wherever incurred whether directly or indirectly in respect of �re, marine and miscellaneous insurance business transacted in Bangladesh have been fully debited in the respective revenue accounts as expenses in the ratio of gross premium income.
CONSOLIDATED REVENUE ACCOUNTFor the year ended 31 December 2019
Amounts in BDT2019 2018
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
See annexed auditors' report to the shareholders of the same date
Dated, Dhaka A. Qasem & Co.19 March 2020 Chartered Accountants
The annexed notes 1 to 29 form an integral part of these �nancial statements
Claims under policies less re-insurance: Paid during the year 14,329,092 17,334,421Total estimated liability in respect of outstanding claims at the end of the year whether due or intimated 5,847,828 1,031,811 20,176,920 18,366,232Less : Outstanding at the end of previous year 1,031,811 6,457,288 19,145,109 11,908,944 Agency commission 25,423,160 22,151,945Expenses of management 54,001,566 58,548,710Pro�t/(Loss) transferred to pro�t and loss account 10,236,309 10,538,180
Balance of account at the end of the year as shown in the balance sheet: Reserve for unexpired risk being 40% premium income for the year 26,178,394 31,049,821 134,984,539 134,197,600
Balance of account at the beginning of the year:Reserve for unexpired risk 31,049,821 24,403,049Premium less re-insurance 65,445,985 77,624,551Commission on re-insurance ceded 38,488,733 32,170,000 134,984,539 134,197,600
FIRE INSURANCE REVENUE ACCOUNTFor the year ended 31 December 2019
Amounts in BDT2019 2018
51
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
See annexed auditors' report to the shareholders of the same date
Dated, Dhaka A. Qasem & Co.19 March 2020 Chartered Accountants
The annexed notes 1 to 29 form an integral part of these �nancial statements
52
Claims under policies less re-insurance: Paid during the year 21,333,780 15,195,497Total estimated liability in respect of outstanding claims at the end of the year whether due or intimated 26,064,726 20,676,302 47,398,506 35,871,799Less : Outstanding at the end of previous year 20,676,302 10,323,581 26,722,204 25,548,218 Agency commission 26,015,532 24,311,425Expenses of management 57,791,182 66,385,023Pro�t/(Loss) transferred to pro�t and loss account 34,257,509 18,982,572 Balance of account at the end of the year as shown in the balance sheet: Reserve for unexpired risk being:40% premium income of the year Marine Cargo 51,222,658 47,522,523100 % Premium income of the year on Marine Hull 3,171,351 2,915,232 54,394,009 50,437,755 199,180,436 185,664,993
Balance of account at beginning of the year:Reserve for unexpired risk 50,437,755 48,942,280Premium less re-insurance 131,227,996 121,721,540Commission on re-insurance ceded 17,514,685 15,001,173 199,180,436 185,664,993
MARINE INSURANCE REVENUE ACCOUNTFor the year ended 31 December 2019
Amounts in BDT2019 2018
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
See annexed auditors' report to the shareholders of the same date
Dated, Dhaka A. Qasem & Co.19 March 2020 Chartered Accountants
The annexed notes 1 to 29 form an integral part of these �nancial statements
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
See annexed auditors' report to the shareholders of the same date
Dated, Dhaka A. Qasem & Co.19 March 2020 Chartered Accountants
The annexed notes 1 to 29 form an integral part of these �nancial statements
Claims under policies less re-insurance: Paid during the year 7,257,201 10,651,787Total estimated liability in respect of outstanding claims at the end of the year whether due or intimated 1,686,404 3,601,965 8,943,605 14,253,752Less : Outstanding at the end of previous year 3,601,965 5,170,968 5,341,640 9,082,784 Agency commission 6,245,896 7,048,438Expenses of management 13,237,380 18,615,255Pro�t/(Loss) transferred to pro�t and loss account 20,241,807 16,502,731
Balance of account at the end of the year as shown in the balance sheet: Reserve for unexpired risk being 40% premium income of the year 17,257,113 19,181,053 62,323,836 70,430,261 Balance of account at the beginning of the year: Reserve for unexpired risk 19,181,053 22,477,628Premium less re-insurance 43,142,783 47,952,633Commission on re-insurance ceded - - 62,323,836 70,430,261
MOTOR INSURANCE REVENUE ACCOUNTFor the year ended 31 December 2019
Amounts in BDT2019 2018
53
Claims under policies less re-insurance: Paid during the year 4,351,415 6,931,319Total estimated liability in respect of outstanding claims at the end of the year whether due or intimated 657,801 406,809 5,009,216 7,338,128Less : Outstanding at the end of previous year 406,809 709,929 4,602,407 6,628,199 Agency commission 7,505,631 7,311,539Expenses of management 26,532,417 33,017,834Pro�t /(Loss) transferred to pro�t and loss account 5,481,588 (2,706,878)
Balance of account at the end of the year as shown in the balance sheet: Reserve for unexpired risk being 40% premium income of the year 12,960,197 12,393,399 57,082,240 56,644,093 Balance of account at the beginning of the year: Reserve for unexpired risk 12,393,399 13,625,343Premium less re-insurance 32,400,492 30,983,498Commission on re-insurance ceded 12,288,349 12,035,252 57,082,240 56,644,093
MISCELLANEOUS INSURANCE REVENUE ACCOUNTFor the year ended 31 December 2019
Amounts in BDT2019 2018
54
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
See annexed auditors' report to the shareholders of the same date
Dated, Dhaka A. Qasem & Co.19 March 2020 Chartered Accountants
The annexed notes 1 to 29 form an integral part of these �nancial statements
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
See annexed auditors' report to the shareholders of the same date
Dated, Dhaka A. Qasem & Co.19 March 2020 Chartered Accountants
The annexed notes 1 to 29 form an integral part of these �nancial statements
55
STATEMENT OF CHANGES IN EQUITYFor the year ended 31 December 2019
Amounts in BDTParticulars Share Reserve for General Pro�t & loss Total capital exceptional reserve appropriation equity lossesBalance at 1 January 2018 420,000,000 308,688,335 91,350,000 438,730,804 1,258,769,140Issue of share capital (Bonus share) - - - - -Dividend paid - - - (46,200,000) (46,200,000)Adjustment of associate pro�t - - - (387,773,076) (387,773,076)Transferred to/(from) general reserve - - 9,000,000 (9,000,000) -Deferred tax income /(Expenses) - - - 304,071 304,071Fair value gain/(loss) on investment in shares - - - 467,133,238 467,133,238Pro�t after tax for the year 2018 - - - 91,768,639 91,768,639Appropriation made during the year - 27,828,222 - (27,828,222) -Balance at 31 December 2018 420,000,000 336,516,557 100,350,000 527,135,454 1,384,002,012Issue of share capital (Bonus share) 25,000,000 - - (25,000,000) -Dividend paid - - - (29,610,000) (29,610,000)Transferred to/(from) general reserve - - 6,300,000 (6,300,000) -Deferred tax income /(Expenses) - - - (4,355,742) (4,355,742)Fair value gain/(loss) on investment in shares - - - (18,558,414) (18,558,414)Pro�t after tax for the year 2019 - - - 86,873,652 86,873,652Appropriation made during the year - 27,221,726 - (27,221,726) -Balance at 31 December 2019 445,000,000 363,738,283 106,650,000 502,963,223 1,418,351,506
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
See annexed auditors' report to the shareholders of the same date
Dated, Dhaka A. Qasem & Co.19 March 2020 Chartered Accountants
The annexed notes 1 to 29 form an integral part of these �nancial statements
56
A Cash �ows from operating activities Collection from premium and other income 350,302,398 355,173,598 Management expenses, re-insurance and claims (227,191,241) (308,554,231) Income taxes paid (20,076,140) (29,034,931) Net cash from/(used in) operating activities 103,035,017 17,584,436 B Cash �ows from investing activities Purchase of �xed assets (58,133,659) (10,690,486) Purchase of shares (10,616,006) (6,490,748) Sale proceeds of �xed assets 15,000 - Sale proceeds of shares 5,877,100 32,205,348 Investment with others - (10,000,000) Interest received 38,600,489 30,317,534 Dividend 624,364 627,378 Dividend received from UFL 37,116,828 36,777,945 Net cash from/(used in) investing activities 13,484,116 72,746,971 C Cash �ows from �nancing activities Dividend paid (28,925,827) (45,154,116) Net cash from/(used in) �nancing activities (28,925,827) (45,154,116) Net increase/(decrease) in cash or cash equivalents (A+B+C) 87,593,306 45,177,291 Cash and cash equivalents at the beginning of the year 481,944,583 436,767,292 Cash and cash equivalents at the end of the year 569,537,889 481,944,583 Net Operating Cash Flows Per Share (NOCFPS) (restated: 2018) 2.32 0.40
STATEMENT OF CASH FLOWS For the year ended 31 December 2019
Amounts in BDT2019 2018
1 Background
United Insurance Company Limited (hereinafter referred to as "The Company") was incorporated on 7 May 1985 and obtained the Certi�cate of Commencement of Business from the Registrar of Joint Stock Companies, Bangladesh with e�ect from 12 October 1985. However, the Certi�cate of Registration was obtained on 15 October 1985 from the Department of Insurance, Government of the People's Republic of Bangladesh. The Company was listed in Dhaka Stock Exchange Limited on 9 April 1990.
1.1 Application of standards
The following IAS & IFRS are applicable for the �nancial statements for the year under review.
IAS 7 Statement of Cash Flows IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors IAS 10 Events After The Reporting Period IAS 12 Income Taxes IAS 16 Property, Plant and Equipment IAS 18 Revenue IAS 19 Employee Bene�ts IAS 24 Related Party Disclosures IAS 33 Earnings Per Share IAS 37 Provisions, Contingent Liabilities and Contingent Assets IAS 38 Intangible Assets IFRS 9 Financial Instruments IFRS 16 Leases
1.2 Basis of presenting accounts i) These accounts have been prepared under International Financial Reporting Standards (IFRSs) on
historical cost convention. ii) The Financial Reporting Act 2015 (FRA) was enacted in 2015. Under the FRA, the Financial Reporting
Council (FRC) is formed and it is yet to issue �nancial reporting standards for public interest entities such as non-banking �nancial institutes. The FRC has been formed but yet to issue any �nancial reporting standards as per the provisions of the FRA and hence International Financial Reporting Standards (IFRSs) as approved by the Institute of Chartered Accountants of Bangladesh (ICAB) are still applicable.
Accordingly, the accompanied �nancial statements have been prepared and presented in accordance with International Financial Reporting Standards (IFRSs), the Insurance Act 2010, Insurance Rules 1958, the Companies Act 1994, and other applicable laws and regulations as much as practicable. In certain cases where rules and regulations are yet to be framed by the Insurance Development and Regulatory Authority (IDRA), the relevant provisions of the Insurance Act 1938 have been resorted to. Accordingly, the balance sheet has been prepared in accordance with the regulations contained in part I of the First Schedule and as per Form "A" as set forth in Part II of that schedule and the Revenue Account of each class of non-life insurance business has been prepared in accordance with the regulations as contained in Part I of the Third Schedule and as per Form "F" as set forth in Part II of that Schedule of the Insurance Act 1938 as amended.
NOTES TO THE FINANCIAL STATEMENTS As at and for the year ended 31 December 2019
57
iii) The Insurance Act, 2010 was promulgated on 18 March 2010. The Insurance Development & Regulatory Authority Act, 2010 was also promulgated on 18 March 2010. But necessary rules & regulations have not yet been gazetted by the Government for the application of the said Acts. As a result, in the absence of any formats, the Balance Sheet and Revenue Accounts have been prepared in accordance with the prescribed formats in the Insurance Act, 1938 and provisions in the Insurance Rules, 1958.
2 Signi�cant accounting policies
2.1 Public Sector Business
Company's share of public sector business is accounted for in the year in which the statement of accounts from the Sadharan Bima Corporation are received. As at 31 December 2019, statement of accounts for the period from 1 July 2018 to 30 June 2019 had been received from the Sadharan Bima Corporation and accordingly, the Company's share of public sector business for that period had been accounted for in the accompanying accounts. This practice is being followed consistently.
2.2 Property, plant and equipment (PPE) i) Recognition & Measurement
Items of Property, plant and equipment are measured at cost, net of accumulated depreciation and/or accumulated impairment losses, if any in accordance with IAS-16. Cost includes any costs directly attributable to bringing the assets to the location and condition necessary for it to be capable of operating in the intended manner.
Fully depreciated assets are carried in the books at nominal value of Tk. 1 for the purpose of identi�cation.
ii) Subsequent cost
The cost of replacing or upgrading of an item of property, plant and equipment is capitalized if it is probable that the future economic bene�ts embodied in it will �ow to the company and its cost can be measured reliably . The cost of the day to day servicing of property, plant and equipment are recognized in the pro�t or loss accounts as incurred.
iii) Depreciation of property, plant & equipment
Depreciation on property, plant & equipment is charged on straight line method over the estimated useful lives of the assets. Depreciation on di�erent categories of assets are charged at the rates shown below:
Category of PPE Rate Building 2.50% Furniture & �xtures 10% O�ce Equipment 15% O�ce Decoration 10% Computer 15% Air Conditioners 15% Motor vehicles 20% Computer Software 20% PABX 15%
58
Depreciation on addition to property, plant & equipment made during the year is charged from the month in which the newly acquired assets are available for use. While depreciation on disposal of property, plant & equipment is made up to the month prior to the disposal.
2.3 Basis of recognition of income in respect of premium deposit
Amounts received against issuance of cover notes are recognised as income. The cover notes are converted into policies within nine months following the issuance of cover notes in accordance with the issuance of Circular by the then Chief Controller of Insurance.
2.4 Income tax
i) Current Tax
Provision for income tax has been made at 37.5% on the basis of Finance Act, 2019. Advance income tax including tax deducted at source (TDS) has been shown and appearing in the �nancial statements after deduction of provision for taxes.
ii) Deferred Tax
Deferred income tax is provided in full, using balance sheet method, on temporary di�erences arising between the tax base values of assets and liabilities and their carrying amounts in the �nancial statements in accordance with IAS-12. Currently enacted tax rate of 37.5% is used in the determination of deferred income tax. Deferred tax liabilities are recognised for all temporary taxable di�erences. Deferred tax assets are recognised on the carry forward of unabsorbed tax losses and other deductible temporary di�erences to the extent that is probable that future taxable pro�t will be available against which the temporary di�erences can be utilised.
2.5 Cash and cash equivalent Cash and cash equivalents comprise of cash in hand, cash at banks, deposits held at �nancial institutions and
short-term highly liquid investments with maturities of three months or less from the date of acquisition.
2.6 Retirement bene�t scheme
i) Provident Fund: The Company operates a recognised provident fund scheme, managed by independent Board of Trustees, with equal contribution by the employees and the company @ 10% on monthly basic salary. The company's contributions to the scheme are charged to pro�t and loss account in the year in which they relate.
ii) Gratuity: The Company operates a funded gratuity scheme in accordance with the rules of gratuity fund which is approved by the National Board of Revenue (NBR). Employees having completed six months of service with the company are eligible to get one months last drawn basic salary and for employees having completed more than ten years of service are entitled to receive one and a half months last drawn basic salary. Provision in respect of gratuity has been made in the accompanying accounts covering all of its eligible employees. Actuarial valuation of the fund is to be done in due course.
59
2.7 Investment in shares Investment in shares which are actively traded on a quoted market is designated at fair value through pro�t
and loss account. Gains or losses arising from a change in the fair value of such �nancial assets are recognised in the pro�t and loss account as per IFRS 9: Financial Instruments.
2.8 Statement of Cash �ows The Statement of Cash �ows has been prepared in accordance with the requirement of IAS 7 Statement of
cash �ows. The cash generated from operating activities has been reported using the direct method as prescribed by the Securities and Exchange Rules 1987 and the following benchmark treatment of IAS 7, whereby major classes of gross cash receipts and gross cash payments from operating activities are disclosed.
2.9 Accounting for leases for o�ce rent (IFRS 16 Leases) United Insurance Company Limited, as a leasee, recognises a right-of-use (ROU) asset representing its right to
use of the underlying leased assets and corresponding lease liability representing its obligation to make lease payments for o�ce rent agreements with e�ect from 01 January 2019. The ROU asset and lease liability are recognized in the �nancial statements considering the incremental borrowing rate.
The ROU asset is depreciated using the straight line method from the beginning to the end of useful life of the ROU asset or end of the lease term, note reference 14.
The lease liability is initially measured at the present value of the lease payments that are adjusted for monthly payments. Lease payments are recorded to Pro�t and Loss account as depreciation and �nance charges, note reference 26.
2.10 Reporting period The reporting period of the company covers one year from 1 January to 31 December consistently.
2.11 Valuation of assets
The value of all assets at 31 December 2019 as shown in the Balance Sheet and in the Classi�ed Summary of Assets on Form 'AA' annexed has been reviewed and the said assets have been set forth in the Balance Sheet at amounts at their respective book values which in the aggregate do not exceed their aggregate market value.
3 General
i) Figures appearing in these �nancial statements have been rounded o� to the nearest Taka; and
ii) Previous years �gures have been rearranged, whenever considered necessary, to conform current year presentation.
60
4 Share capital Authorised: 50,000,000 ordinary shares of Tk 10 each 500,000,000 500,000,000
Issued, subscribed and paid-up: 44,500,000 ordinary shares of Tk 10 each fully paid-up 445,000,000 420,000,000
Classi�cation of shareholding position of the Company at 31 December:
Holding of shares Number of shareholders Percentage of total holdings 2019 2018 2019 2018 Less than 500 1,549 1949 0.43 0.61 500 to 5,000 1,287 1287 2.13 3.58 5,001 to 10,000 57 88 0.95 1.47 10,001 to 20,000 39 60 1.18 2.08 20,001 to 30,000 9 22 0.50 1.32 30,001 to 40,000 3 17 0.22 1.41 40,001 to 50,000 3 8 0.30 0.87 50,001 & above 45 48 94.29 88.66 2,992 3,479 100.00 100.00
4.1 Composition of Shareholders' Equity
Particulars No. of shares Face Value (Tk.) Paid-up Capital 44,500,000 10 445,000,000 420,000,000 Share Premium - - Preference Shares Capital - - Reserve for exceptional losses 363,738,283 336,516,557 General Reserve 106,650,000 100,350,000 Retained Earnings 502,963,223 527,135,454 Total Shareholders' Equity 1,418,351,506 1,384,002,012
Date of issue & others information:
Date Types of No. of Face value Value of paid-up capital shares per share (Tk.) shares (Tk.) 07.05.1985 Opening Capital 300,000 100 30,000,000 09.04.1990 IPO 300,000 100 30,000,000 15.05.2007 Bonus 180,000 100 18,000,000 08.05.2008 Bonus 220,000 100 22,000,000 07.05.2009 Bonus 1,500,000 100 150,000,000 22.04.2010 Bonus 500,000 100 50,000,000 02.06.2011 Bonus 300,000 100 30,000,000 Before split 3,300,000 330,000,000 Split in December 2011 33,000,000 330,000,000
Amounts in BDT2019 2018
Amounts in BDT2019 2018
61
After Split 07.05.2012 Bonus 3,300,000 10 33,000,000 09.05.2013 Bonus 3,700,000 10 37,000,000 11.05.2016 Bonus 2,000,000 10 20,000,000 28.04.2019 Bonus 2,500,000 10 25,000,000 Paid-up capital 44,500,000 445,000,000
5 Premium deposits
Balance on this account represents premium received against cover notes which were not converted into policies within 31 December 2019 because the period of nine months had not been expired from the dates of issue of cover notes.
6 Estimated liability in respect of outstanding claims whether due or intimated
Fire 5,847,828 1,031,811Marine 26,064,726 20,676,302Motor 1,686,404 3,601,965Miscellaneous 657,801 406,809 34,256,759 25,716,887
All the claims of which the management is aware of as per intimation up to the year-end have been taken into
consideration. 7 Amounts due to other persons or bodies carrying on insurance business
Co-insurers 54,873,921 41,563,620 54,873,921 41,563,620
This amount represents insurance premium collected from policy holders and payable to co-insurers.
8 Sundry creditors (including provision for expenses and taxes)
Liabilities for management expenses 8,153,826 8,759,137Provision for gratuity (Note-8.1) 5,778,314 10,778,314Advance received from policyholder against Open Marine Cover note 2,782,254 2,515,294VAT payable 3,644,413 4,098,405Provision for taxation - net of advance tax and TDS 10,708,838 -Other Sundry creditors 20,012,866 23,508,890 51,080,511 49,660,040
8.1 Gratuity scheme of the company was converted to a funded scheme on e�ective from 12 January 2015. The above noted amount of BDT 10,073,890 has been arrived at after deducting BDT 20,000,000 transferred in 2015, BDT 10,000,000 in 2016 and BDT 2,000,000 in 2017 and BDT 4,000,000 in 2018 respectively to the fund and the remaining balance is being transferred gradually.
Amounts in BDT2019 2018
62
9 Investment in shares
a Financial assets at fair value through pro�t or loss
Number Acquisition Market value Acquisition Companies/Fund of cost as at as at Gain/(Loss) cost as at shares 31 December 31 December 31 December 2019 2019 2018ACI Limited 4,439 1,478,752 805,679 (673,073) 1,478,752Active Fine Chemicals Limited 17,000 501,901 249,900 (252,001) -AFC Agro Biotech Ltd. 20,176 718,412 403,520 (314,892) 718,349Agni Systems Ltd. 485 - 7,324 7,324 -Bank Asia Ltd. 57 653 1,037 384 771Baraka Power Limited 6,000 183,248 136,200 (47,048) -British American Tobacco bangladeshCompany Limited 841 1,005,661 815,686 (189,975) -Berger Paints Bangladesh Ltd. 325 501,076 448,663 (52,413) -BSRM Steels Limited 14,085 1,111,455 552,132 (559,323) 1,111,255BRAC Bank Ltd. 12,775 777,220 729,453 (47,767) -BBS Cables Limited 1,100 95,190 64,680 (30,510) -Coppertech Industries Limited 5,021 47,820 117,994 70,174 -Dhaka Electric Supply Company Ltd. 17,636 1,074,556 652,532 (422,024) 1,074,556Eastern Insurance Company Limited - - - - 630,808Eastern Bank Ltd 14,350 500,427 476,420 (24,007) -Fortune Shoes Limited 254 - 5,842 5,842 -Genex Infosys Limited 2,867 24,670 193,236 168,566 104,670Green Delta Insurance Ltd. 58 3,403 3,028 (375) 247,432Heidelberg Cement Bangladesh Ltd. 2,850 1,494,088 469,680 (1,024,408) 1,494,088Investment Corporation Of Bangladesh 5,093 773,326 391,142 (382,184) 773,326IDLC Finance Ltd. 17,619 1,542,605 799,903 (742,703) 1,542,605IFAD Autos Limited 7,200 723,214 332,640 (390,574) 239,567Islami Bank Bangladesh Limited 14,610 506,688 279,051 (227,638) 506,688Indo-Bangla Pharmaceuticals Limited - - - - 57,430Jamuna Oil Company Limited 2,650 448,165 376,035 (72,130) 269,907Kattali Textile Limited 2,220 16,902 25,086 8,184 101,540LafargeHolcim Bangladesh Limited 7,000 976,269 235,200 (741,069) 976,269LankaBangla Finance Ltd. 23,456 1,047,789 422,208 (625,581) 1,047,789Linde Bangladesh Limited 580 758,418 753,420 (4,998) 1,203,138Mercantile Bank Ltd. 67,900 1,010,021 896,280 (113,742) -M.L. Dyeing Limited 1,224 8,881 40,270 31,389 45,300National Credit and Commerce Bank Ltd. 38,200 493,055 458,400 (34,655) -New Line Clothings Limited 8,587 80,260 127,088 46,828 -Nurani Dyeing & Sweater Limited 1,117 8,330 9,383 1,053 8,330National Polymer Industries Ltd 7,500 498,305 464,250 (34,055) -National Bank Ltd. 16,054 124,314 130,037 5,723 124,314National Tea Company Ltd. 350 122,439 186,340 63,901 122,439One Bank Limited 47,850 811,607 492,855 (318,753) 307,620Prime Bank Ltd. 90,030 2,252,407 1,638,546 (613,861) 2,252,407
Amounts in BDT
63
Number Acquisition Market value Acquisition Companies/Fund of cost as at as at Gain/(Loss) cost as at shares 31 December 31 December 31 December 2019 2019 2018Paci�c Denims Limited 141 970 1,382 412 970Premier Bank Ltd. 425 - 5,313 5,313 -Power Grid Company of BD Limited - - - - 303,177Reliance Insurance Ltd. 15 498 653 155 498Renata Ltd. 467 503,549 512,065 8,516 -Ring Shine Textiles Limited 46,243 402,120 476,303 74,183 -Summit Power Limited - - - - 572,240Square Pharmaceuticals Ltd. 6,264 1,606,851 1,190,160 (416,691) 1,251,338Southeast Bank Ltd. 38,200 494,438 511,880 17,442 -Sea Pearl Beach Resort & Spa Limited 4,681 44,590 193,325 148,735 -S. S. Steel Limited 3,970 34,530 89,325 54,795 129,530Silva Pharmaceuticals Limited 2,104 20,040 35,346 15,306 49,040Silco Pharmaceuticals Limited 8,345 75,870 252,854 176,984 -Singer Bangladesh Limited 2,400 445,695 432,960 (12,735) 184,953S.K. Trims Limited - - - - 33,620The ACME Laboratories Limited 9,000 821,957 548,100 (273,857) 821,957Titas Gas Transmission & Dist. Co. Ltd. 29,950 2,265,814 925,455 (1,340,359) 2,265,814Trust Bank Limited 12,941 501,807 354,583 (147,224) 501,807United Commercial Bank Ltd. 84,654 1,501,529 1,125,898 (375,631) 1,005,477Uttara Bank Limited 13,690 502,141 372,368 (129,773) 502,141Uttara Finance and Investments Limited 6,525 501,618 358,874 (142,744) 501,625VFS Thread Dyeing Limited - - - - 31,9008th ICB Mutual Fund 21,597 202,020 209,491 7,471 202,020 31,647,566 21,787,473 (9,860,093) 24,797,457Investment with others 10,000,000 7,072,334 (2,927,666) 10,000,000 41,647,566 28,859,807 (12,787,759) 34,797,457
Number Acquisition Market value Acquisition Companies/Fund of cost as at as at Gain/(Loss) cost as at shares 31 December 31 December 31 December 2019 2019 2018United Finance Limited (UFL) 37,116,828 193,546,300 642,121,124 448,574,824 193,546,300
Changes in market value of the investment: Market value of the investment as at 31 December 28,859,807 28,768,883Less: investment at cost 41,647,566 34,797,457Unrealized gain/(loss) as at 31 December (12,787,759) (6,028,574)Adjustment of opening balance of unrealized loss at 01 January 6,028,574 2,340,371Unrealized gain/(loss) adjustment for the year (6,759,185) (3,688,203)
b. Financial assets at fair value through pro�t and loss appropriation
Amounts in BDT
Amounts in BDT2019 2018
64
Changes in market value of the investment in shares of UFL:
Market value of the investment as at 31 December 642,121,124 660,679,538Less: investment at cost 193,546,300 193,546,300Unrealized gain/(loss) as at 31 December 448,574,824 467,133,238Adjustment of opening balance of unrealized loss at 01 January (467,133,238) -Unrealized gain/(loss) adjustment for the year (18,558,414) 467,133,238
c Investment in associate
i) Cost of investment - -
ii) Share of post acquisition pro�t
Balance as on 1 January - 387,773,076 For the year - - Dividend received - - Adjustment of Share of Post Pro�t Associate - (387,773,076) Balance as on 31 December - - Total Investment in associate as on 31 December (i+ii) - -
10 Deferred tax assets Carrying amount of property, plant and equipment excluding land 155,802,953 112,012,424 Tax base 149,328,019 112,152,803 Deductible temporary di�erence (6,474,934) 140,378 Provision for gratuity 5,778,314 10,778,314 Deductible temporary di�erence 5,778,314 10,778,314 Net deductible temporary di�erence -Assets/ (Liabilities) (696,620) 10,918,692 Tax rate 37.5% 37.5% Deferred tax Assets/ (Liabilities) as at 31 December (261,233) 4,094,510 Deferred tax assets / (liabilities) in previous year 4,094,510 3,790,439 Deferred tax (Expense)/Income for the year (4,355,742) 304,071 11 Outstanding premium Private sector: Co-insurance 56,012,005 44,907,053 Others - - 56,012,005 44,907,053 Public sector 192,570 192,570 56,204,575 45,099,623
Amounts in BDT2019 2018
65
12 Debtors (including advances, deposits and prepayments and others) Advances 17,457,381 14,735,637 Security deposits 486,542 486,542 Prepayments 2,356,809 4,023,914 Advance income tax - 7,215,022 Others Receivable (dividend) 297,139 277,682 20,597,871 26,738,797
13 Cash and cash equivalents In hand Cash 380,000 360,002 Stamps 1,663,055 1,408,490 2,043,055 1,768,492 At Banks Fixed deposit receipts (FDR) 453,150,000 406,649,093 STD & current accounts 114,344,834 73,526,998 567,494,834 480,176,091 569,537,889 481,944,583
14 Property, plant and equipment (at cost less accumulated depreciation)
Land - freehold 31,035,249 - - 31,035,249 - - - - - 31,035,249 31,035,249Building 98,597,724 - - 98,597,724 2.5% 5,902,696 2,431,934 - 8,334,630 90,263,094 92,695,028Furniture & �xtures 10,625,148 - 1,582,232 9,042,917 10% 7,444,300 612,425 1,582,232 6,474,493 2,568,423 3,180,848O�ce equipments 1,334,504 422,576 834,978 922,102 15% 1,216,044 74,749 834,978 455,815 466,287 118,460O�ce decoration 8,057,677 - - 8,057,677 10% 1,540,283 805,768 - 2,346,051 5,711,626 6,517,394Computers 9,160,158 1,857,068 2,998,615 8,018,611 15% 7,256,904 607,808 2,998,615 4,866,097 3,152,514 1,903,254Computer software 1,000,000 - - 1,000,000 20% 417,534 200,000 - 617,534 382,466 582,466Air conditioners 6,162,250 - 199,806 5,962,444 15% 4,511,010 311,559 199,806 4,622,763 1,339,681 1,651,240Motor vehicles 13,186,000 - - 13,186,000 20% 7,822,272 1,582,800 - 9,405,072 3,780,928 5,363,728PABX 395,323 - 30,400 364,923 15% 395,317 4 30,400 364,921 3 7Right-of-use (ROU) asset - 55,854,015 - 55,854,015 - - 7,716,084 - 7,716,084 48,137,931 -Total 2019 179,554,033 58,133,659 5,646,031 232,041,661 36,506,360 14,343,130 5,646,031 45,203,460 186,838,202 143,047,673
Total 2018 168,863,547 10,690,486 - 179,554,033 30,151,490 6,354,870 - 36,506,360 143,047,673 -
Cost Depreciation WDV WDVParticulars Opening Additions Disposal Closing Rate Opening Charged Adjustment Closing as at as at balance during during balance balance during during balance 31 December 31 December the year the year the year the year 2019 2018
Amounts in BDT
Amounts in BDT2019 2018
66
15 Interest and dividend income Interest on: Term deposits (FDR) 34,118,143 26,780,457 Pro�t & loss sharing (PLS) accounts 23,670 64,161 Short term deposit (STD) accounts 1,616,226 630,466 Bangladesh Government Treasury Bond ( BGTB) 2,842,450 2,842,450 38,600,489 30,317,534 Dividend 37,760,649 37,473,053 76,361,138 67,790,587 16 Other income O�ce rent income 72,172 216,517 72,172 216,517 17 Audit fees Statutory audit fee 385,000 275,000 Special audit fee - 265,000 385,000 540,000 18 General reserve Opening balance 100,350,000 91,350,000 Add: Transferred from pro�t and loss appropriation account 6,300,000 9,000,000 106,650,000 100,350,000 Less: Transferred to pro�t and loss appropriation account - - Closing balance 106,650,000 100,350,000 19 Proposed dividend The Directors in their meeting held on 19 March 2020 have recommended a cash dividend Taka 1.10 per
ordinary share of Taka 10 each aggregating Taka 48,950,000 for the year ended 31 December 2019 subject to approval of the shareholders at the Annual General Meeting. The �nancial statements for the year ended 31 december 2019 do not include the e�ects of the above cash dividend which will be accounted for in the period when shareholders' right to receive the payment will be established.
20 Related party transactions The Company has entered into transactions with other entities in normal course of business that fall within the
de�nition of related party as per Bangladesh Accounting Standard-24 "Related Party Disclosures". The terms of related party transactions are not signi�cantly di�erent from those that could have been obtained from third parties. The signi�cant related party transactions are as follows:
Amounts in BDT2019 2018
67
Receipts PaymentsName of the related parties Description during the year during the year (BDT) (BDT)Duncan Brothers (Bangladesh) Limited Lease rent - 2,075,004 O�ce maintenance - 2,247,956 Premium received 202,579 - Claims paid - -The Lungla (Sylhet) Tea Company Limited Lease rent - 2,900,940 Premium received 4,958,697 - Claims paid - 515,289Amo Tea Company Limited Lease rent - 2,075,004 Premium received 1,898,148 - Claims paid - 13,650The Chandpore Tea Company Limited Lease rent - 503,652 Premium received 791,206 - Claims paid - 130,950The Mazdehee Tea Company Limited Lease rent - 503,652 Premium received 892,237 - Claims paid - -The Allynugger Tea Company Limited Premium received 2,041,294 - Claims paid - 100,250Eastland Camellia Limited Premium received 248,588 - Claims paid - -The Surmah Valley Tea Company Limited Premium received 1,961,315 - Claims paid - 98,800Camellia Duncan Foundation Premium received 303,483 - Claims paid - 34,450Duncan Products Limited Premium received 181,299 - Claims paid - -United Finance Limited Premium received 12,697,621 - Claims paid - 1,943,084 O�ce rent received 72,172 - Lease rent - 993,287
21 Unclaimed dividend
2008 278,512 280,014 2009 862,507 870,085 2010 791,385 840,129 2011 910,876 957,513 2012 871,381 908,651 2013 1,138,499 1,157,461 2014 945,183 964,224 2015 437,197 447,507 2016 1,034,953 1,282,241 2017 1,768,179 1,883,936 2018 1,237,262 - 10,275,934 9,591,761
Amounts in BDT2019 2018
68
22 Number of employees The number of permanent employees engaged for the whole year who received a total annual remuneration
of BDT 36,000 and above was 168.
23 Earnings per share a) Earnings attributable to the ordinary shareholders (net pro�t after tax) 86,873,652 91,768,639 b) Weighted Average number of ordinary shares outstanding during the year 44,500,000 44,500,000 Earnings Per Share (EPS) (restated: 2018) 1.95 2.06 24 Net assets value per share Shareholders equity 1,418,351,506 1,384,002,012 Number of ordinary shares 44,500,000 44,500,000 Net assets value per share on shares at balance sheet date (restated: 2018) 31.87 31.10 25 Net operating cash �ows Net cash from operating activities 103,035,017 17,584,436 Number of ordinary shares 44,500,000 44,500,000 Net operating cash �ows per share on shares at balance sheet date (restated: 2018) 2.32 0.40 25.1 Reconciliation of Cash �ows: (Operating activities) Net pro�t after tax 86,873,652 91,768,639 Depreciation 14,343,130 6,354,870 Interest and dividend income (76,361,138) (67,790,587) Fair value gain /(Loss) on investment in shares 6,759,185 3,688,203 Gain on sale of investment in shares (2,111,203) (20,019,580) Gain on sale of �xed assets (15,000) - (Increase)/Decrease in current assets (8,258,853) (26,474,086) Increase/(Decrease) in current Liabilities 81,805,244 30,056,976 Net cash from operating activities 103,035,017 17,584,436
26 Lease obligations i) Name of asset 2 No. Car Leasing company United Finance Limited Total lease term 60 Months Monthly lease rental Tk. 129,546 Lease obligations Tk. 3,574,402 Current portion 1,129,579 993,288 Long term portion 2,444,823 3,574,401 3,574,402 4,567,689
Amounts in BDT2019 2018
69
ii) Lease liability - Right of use asset Current portion 6,249,306 - Long term portion 43,420,398 - 49,669,704 - Total current portion (i+ii) 7,378,885 993,288 Total long term portion ( i+ii) 45,865,221 3,574,401 53,244,106 4,567,689
27 Foreign currency remittances during the year This represents reinsurance premium ceded of amount USD 278,492.31 in 2019 and USD 286,460.46 in 2018
against re-insurance premium and received from overseas amount of USD 50,520.51 in 2019.
28 Overdraft with Standard Chartered Bank
The overdraft facility of Tk. 5 million with Standard Chartered Bank, Dhaka Main Branch was renewed for a further period of one year. During the year, the facility has been used and the overdraft balance has been fully liquidated by the Company.
The terms and conditions of the overdraft are as follows:
Interest : Floating, as determined by the bank from time to time. Interest is calculated on the daily balance of the overdraft, accrued monthly and applied quarterly on 31 March, 30 June, 30 September and 31 December.
Repayment : Basic facility subject to annual review. Security : Lien over a FDR of Tk. 5,000,000 of Standard Chartered Bank. Validity : The facility will expire and be subject to annual review on 31 July 2020 29 Contingent liability
i) There are some reference applications and appeals pending against income tax assessments of the company for various years and subject to the outcome of such applications and appeals, contingent liabilities of the company in respect of the disputed tax demands at 31 December 2019 arrives around Tk. 174,948,388. The required provision for tax if any, in consequence of the pending processes of reference application and appeals will be made in years of disposal thereof.
ii) Claims under litigation appear for an aggregate estimated amount of Tk. 3,957,322.
Amounts in BDT2019 2018
70
Bangladesh Govt. Treasury Bond (BGTB) 25,000,000 25,000,000Financial assets at fair value through pro�t or loss 28,859,807 28,768,883Financial assets at fair value through pro�t and loss appropriation 642,121,124 660,679,538Cash in hand and at bank in Bangladesh 569,537,889 481,944,583Outstanding premium 56,204,575 45,099,623Accrued interest 16,123,403 12,150,404Land - freehold 31,035,249 31,035,249Buildings 90,263,094 92,695,028Furniture and �xtures 2,568,423 3,180,848Air conditioners 1,339,681 1,651,240O�ce equipment 466,287 118,460PABX 3 7O�ce decoration 5,711,626 6,517,394Computers 3,152,514 1,903,254Software 382,466 582,466Motor vehicles 3,780,928 5,363,728Right-of-use (ROU) asset 48,137,931 -Debtors (including advances, deposits and prepayments) 20,597,871 26,738,797Stock 1,054,478 1,018,237Amounts due from other persons or bodies carrying on insurance business 223,247,160 223,942,116Deferred tax assets - 4,094,510 1,769,584,509 1,652,484,364
FORM 'AA' Classi�ed summary of assets
as at 31 Decemebr 2019
Syed Aziz Ahmad Anwarul Azim Ra� Omar Khawja Manzer Nadeem Chairman Director Director Chief Executive O�cer
Dated, Dhaka19 March 2020
Amounts in BDT2019 2018
71
Note
I/We ...........................................................................................................................................................................................................................
of .................................................................................................................................................................................................................................
being a Member of United Insurance Company Limited do hereby appoint
Mr./Ms. ......................................................................................................................................................................................................................
of .................................................................................................................................................................................................................................
of (failing him/her) Mr./Ms. .................................................................................................................................................................................
of .................................................................................................................................................................................................................................
as my/our proxy, to vote for me/us and on my/our behalf at the Thirty Fifth Annual General Meeting of the Company to
be held virtually by using digital platform on Thursday, 23 July 2020 at 11:00 AM and at any adjournment thereof.
Signed this ....................................... day of ........................................ 2020.
N.B: IMPORTANT
1. This Form of Proxy, duly completed, must be scanned and sent through email at least 72 hours before the meeting at [email protected]. Proxy is invalid if not singed and stamped as explained above.
2. Signature of the shareholder should agree with the specimen signature registered with the Company and depository register.
Signature of Shareholder ....................................................................................................
Folio No. ......................................................................................................................................
Signature of Proxy BO No.
No. of Shares
Revenue Stamp
Tk. 20.00
