UNITED INSURANCE COMPANY LIMITED

Transcription

1 UNITED INSURANCE COMPANY LIMITED Twenty Seventh Annual Report & Accounts : 2011

2 Our Vision To be the leading prouider of the highest quality of Insurance service. Our Mission To operate in accordance with the law of the land and as per international norms and practices. To prouide promptly the best possible services ensuring security of our clients. To extend a professional hand to our clients at all times. To serve the interests of the shareholders.

3 NOTICE OF THE TWENTY SEVENTH ANNUAL GENERAL MEETING Notice is hereby given that the 27 th Annual General Meeting of United Insurance Company Limited will be held at Trust Milonayaton, Dhaka Cantonment, Dhaka on Monday, the 7 th May 2012 at 11:00 A.M. to transact the following business: 1. To receive and adopt the Directors' Report, the Audited Accounts for the year ended 31 st December 2011 and the Auditors' Report thereon. 2. To declare dividend for To elect Directors as per Articles of Association of the Company. 4. To appoint Auditors for the year 2012 and to fix their remuneration. By order of the Board of Directors Dated, Dhaka 6 th March 2012 (Badal Chandra Rajbangshi) Company Secretary Notes: th March 2012 is the "RECORD DATE" 2. A member wishing to appoint a Proxy must deposit the Proxy Form, duly stamped of Tk. 10, at the Company's Registered Office by 11:00 A.M. of 5 th May Nomination form and criteria for qualification of Directors from public subscribers are available at the Registered Office of the Company. The nomination form duly completed and signed along with relevant supporting papers confirming the fact that he/she is not otherwise disqualified to become a Director from public subscribers of a non-life insurance company should reach the Registered Office by 18 th Match Last date of withdrawal of candidature is 28 th March The final list of eligible candidates for Directors from public subscribers, after scrutiny will be notified in the Notice Board at the Registered Office of the Company on 9 th April Shareholders are requested to submit their queries, if any, on the Directors' Report/Audited Accounts for the year 2011, to the Registered Office of the Company preferably 72 hours before the day of the General Meeting. 6. Members are requested to update their change of addresses (if any). UNITED INSURANCE COMPANY LIMITED 01

4 INDEX CONTENTS PAGE Facts about the Company 3 Board of Directors 4 Executive Committee 5 Audit Committee 5 Executives, Legal Advisors, Auditors and Bankers 5 Head Office and Registered Office & Branches 6 Key Operating and Financial Data 7 Chairman's Report 8-9 Report of the Board of Directors Audit Committee Report 20 Value Added Statement 21 Auditors' Report Balance Sheet Profit and Loss Account Consolidated Revenue Account Fire Insurance Revenue Account Marine Insurance Revenue Account Miscellaneous Insurance Revenue Account Statement of Changes in Shareholders' Equity 36 Cash Flow Statement 37 Notes to the Accounts Classified Summary of Assets 48 UNITED INSURANCE COMPANY LIMITED 02

5 FACTS ABOUT THE COMPANY PARTICULARS DATE Incorporated 07 May 1985 Commenced underwriting 19 October 1985 First dividend declared (12%) at 3rd AGM 30 June 1988 Listing in Dhaka Stock Exchange Limited 09 April 1990 Paid-up capital raised to Tk. 60 million after public floatation of shares 20 May 1990 First trading of shares on Dhaka Stock Exchange Limited 28 October 1990 First public AGM held at Sonargaon Hotel 27 May 1991 Paid-up capital raised to Tk. 78 million (30% stock dividend) 15 May 2007 Electronic transaction of shares 22 May 2007 Credit rating "A" by CRISL in 2007 on 2006 Accounts 24 September 2007 Overseas Reinsurance Treaty commenced 01 April 2008 Paid-up capital raised to Tk. 100 million (28.21% stock dividend) 08 May 2008 Paid-up capital raised to Tk. 250 million (150% stock dividend) 07 May 2009 Paid-up capital raised to Tk. 300 million (20% stock dividend) 22 April 2010 Paid-up capital raised to Tk. 330 million (10% stock dividend) 02 June 2011 Credit rating "AA-" by CRISL in 2012 on 2010 Accounts 07 February 2012 Paid-up capital to be raised to Tk. 363 million 07 May 2012 UNITED INSURANCE COMPANY LIMITED 03

6 CORPORATE MANAGEMENT BOARD OF DIRECTORS CHAIRMAN M. Moyeedul Islam NOMINATED BY United Leasing Co. Ltd. DIRECTORS o M. Saiful Islam o M. Shah Alam o M. A. Azim o Syed Aziz Ahmad o M. Harunur Rashid National Brokers Ltd. Amo Tea Company Ltd. The Allynugger Tea Company Ltd. Camellia Duncan Foundation. Camellia Duncan Foundation. SYED AZIZ AHMAD A Founder Director INDEPENDENT DIRECTOR o M. M. Alam EX-OFFICIO DIRECTOR o Syed Shahriyar Ahsan, Managing Director COMPANY SECRETARY o Badal Chandra Rajbangshi UNITED INSURANCE COMPANY LIMITED 04

7 EXECUTIVE COMMITTEE o M. Moyeedul Islam o M. M. Alam o Syed Aziz Ahmad o Syed Shahriyar Ahsan - Chairman - Member - Member - Member AUDIT COMMITTEE o M. M. Alam o Syed Aziz Ahmad o M. Saiful Islam o M. Shah Alam - Chairman - Member - Member - Member EXECUTIVES, LEGAL ADVISORS, AUDITORS AND BANKERS C.E.0 & MANAGING DIRECTOR o Syed Shahriyar Ahsan DEPUTY MANAGING DIRECTOR o Rafiqul Islam DEPUTY GENERAL MANAGERS o Maqsudul Huque o Md. Jasim Uddin o Badal Chandra Rajbangshi o Faiz Jalal Uddin Ahmad ASSISTANT GENERAL MANAGERS o Md. Abdul Khaleque o Rafiquddin Ahmed o Khondaker Fakrul Alam LEGAL ADVISORS ORR, DIGNAM & CO Advocates & Barristers Office No: Shajan Tower 2 (Ist Floor) 3, Segun Bagicha, Dhaka 1000 Bangladesh AUDITORS M. J. Abedin & Co. Chartered Accountants National Plaza (3rd Floor) 109, Bir Uttam C. R. Datta Road, Dhaka-1205 BANKERS Standard Chartered Bank The Hongkong & Shanghai Banking Corporation Ltd. UNITED INSURANCE COMPANY LIMITED 05

8 HEAD OFFICE, REGISTERED OFFICE & BRANCHES HEAD OFFICE & REGISTERED OFFICE CAMELLIA HOUSE 22 Kazi Nazrul Islam Avenue Dhaka 1000, Bangladesh Tel: PABX: , , , Fax: E mail: info@unitedinsurance.com.bd URL: unitedinsurance.com.bd GPO Box No: 3569 BRANCH OFFICES Narayanganj Banani Complex (6th Floor) 127 (Old), 194 ( New) B. B Road, Narayanganj Chapai Nawabganj Holding No. 8 (1st Floor) Godagari Road Masjid Para Chapai Nawabganj Sylhet Madhuban Shopping Complex 7774, Bandar Bazar Sylhet Tel : Khatunganj 678, Jail Road (2nd Floor) Chittagong Tel : Khulna Hui House 77, Gagan Babu Road Khulna Tel : Bogra 146, Raja Bazar (2nd Floor) Bogra Tel : Agrabad Ispahani Building Sk. Mujib Road Agrabad Commercial Area Chittagong Tel: , , , Fax: Rangpur Sabera Mansion 147/1 Station Road Rangpur Tel: UNITED INSURANCE COMPANY LIMITED 06

9 KEY OPERATING AND FINANCIAL DATA (Figures in million) PARTICULARS Gross premium Net premium Net claims Investment & other income Underwriting profit Net profit before tax Net profit after tax Paid-up capital Total reserves and surplus Cash & bank balances Net operating cash flow (5.66) (101.75) (10.76) Total assets Total liabilities Shareholders' equity No. of shares DATA PER SHARE Earning per Share (EPS)= Net profit after tax/no. of shares Net asset value (Book value)= Equity/no. of shares Net operating cash flow 0.41 (0.17) (3.08) (0.33) 1.85 Market value on 31 December Price Earning Ratio = Market value/eps Stock dividend/bonus share (Original) 10.00% 10.00% 20.00% % 28.21% Stock dividend/bonus share (Re-stated) 10.00% 9.09% 15.15% 45.45% 6.67% Cash dividend (Original) 10.00% 10.00% 10.00% 10.00% - Cash dividend (Re-stated) 10.00% 9.09% 7.58% 3.03% - NB: Figures of previous years have been restated wherever necessary on the basis of present paid-up capital. UNITED INSURANCE COMPANY LIMITED 07

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20 Board Meeting Attendance Annexure -1 Name of Directors M. Moyeedul Islam M. Saiful Islam Syed Aziz Ahmad M. Harunur Rashid M. Shah Alam M. M. Alam M. A. Azim The Directors who could not attend the meetings were granted leave u/s 108 (f) of the Companies Act, Pattern of Shareholdings Shareholdings of Parent/Subsidiary/Associate companies and other related parties Name of shareholders Number of shares (31 December 2011) Shareholding of the Directors, CEO, Company Secretary, CFO, Head of Internal Audit and their spouses and minor children: Ratio of Holdings (31 December 2011) Camellia Duncan Foundation 5,257, % Macalms Bangladesh Trust 3,299, % United Leasing Company Limited 3,300, % Amo Tea Company Limited 2,506, % National Brokers Limited 2,199, % The Allynugger Tea Company Limited 1,924, % The Chandpore Tea Company Limited 1,869, % The Mazdehee Tea Company Limited 1,724, % The Lungla (Sylhet) Tea Company Limited 1,649, % Duncan Brothers (Bangladesh) Limited 604, % Duncan Products Limited 358, % Octavius Steel & Company of BD Limited 329, % Name of shareholders Number of shares Ratio of Holdings M. Moyeedul Islam 274, % Syed Aziz Ahmad 24, % M. Harunur Rashid 11, % Shareholding of Executives: Nil 10% or more voting interest in the Company as on 31 December 2011: Name of shareholders Number of shares Ratio of Holdings Camellia Dunan Foundation 5,257, % Macalms Bangladesh Trust 3,299, % United Leasing Company Limited 3,300, % Attendance Annexure -2 UNITED INSURANCE COMPANY LIMITED 18

21 (i) 1.2(ii) (a) 1.4(b) 1.4(c) 1.4(d) 1.4(e) 1.4(f) 1.4(g) 1.4(h) 1.4(i) 1.4(j) 1.4(k) (i) 3.1(ii) 3.1(iii) 3.2(i) 3.2(ii) Status of Compliance of Corporate Governance No. Title Complied 3.3.1(i) 3.3.1(ii)(a) 3.3.1(ii)(b) 3.3.1(ii)(c) 3.3.1(ii)(b) (i) 4.00(ii) 4.00(iii) 4.00(iv) 4.00(v) 4.00(vi) 4.00(vii) Board's size Number of independent director Appointment of independent director Chairman of the Board and CEO Directors Report on Financial Statements Proper books of accounts Appropriate accounting policies IASs applicable in Bangladesh System of internal control Going concern Deviation in operating results Key operating and financial data Declaration of dividend Number of Board meetings Pattern of shareholdings CFO, Head of Internal Audit & Company Secretary Appointment Board Meeting Attendance Audit Committee Composition of Audit Committee Audit Committee Members Appointment Terms of Service of Audit Committee Chairman of Audit Committee Audit Committee Chairman's Qualification Reporting to the Board of Directors Report of Conflicts of Interest Defect in the Internal Control System Suspected infringement of laws Any other matter Reporting to the Auditors Reporting to the shareholders Appraisal or Valuation Services Financial information system Book keeping or other services Broker dealer services Actuarial services Internal audit services Any other services Not complied Non-compliance /comments No such incidence No such incidence No such incidence No such incidence No such incidence No such incidence Annexure -3 UNITED INSURANCE COMPANY LIMITED 19

22 REPORT OF THE AUDIT COMMITTEE-2011 The Committee was first constituted in October It comprises of four non-executive Directors one of whom is an independent Director. The members of the Committee are as follows: Mr. M. M. Alam, (Independent Director), Chairman Mr. Syed Aziz Ahmad, Member Mr. M. Saiful Islam, Member Mr. M. Shah Alam, Member A total of 4 (four) meetings were held during Mr. Syed Shahriyar Ahsan, Managing Director of the company attended the meetings as an invitee. Mr. Badal Chandra Rajbangshi, CFO and Company Secretary acted as the Secretary to the Committee. The following matters were discussed in the meetings and decisions taken were communicated to the Board of Directors: Review of the auditors' report and audited accounts for the year Review of the un audited first quarter report Review of the un audited half yearly report Review of the un audited third quarter report Review of internal audit reports of the Head Office and branches. Review of the management letter-2010 submitted by the external auditors. The committee was not aware of any issues in the following areas, which needs to be reported to the Board (i) Report on conflicts of interests; (ii) Suspected or presumed fraud or irregularity or material defect in the internal control system and (iii) Suspected infringement of laws, including securities related laws, rules and regulations. Dated, Dhaka 6 March 2012 Chairman Audit Committee UNITED INSURANCE COMPANY LIMITED 20

23 VALUE ADDED STATEMENT 2011 (Taka in Million) Heads of Accounts Gross premium income Investment and other income Share of profit of associate Commission on re-insurance ceded Less : Purchase of supplies and services Reinsurance ceded to SBC (net) Employees services and benefits Net claims Income tax to Government Dividend to shareholders Depreciation, retained profit and reserve 2011 (Taka) % 38% 18% 4% 7% 16% 17% 100% Reinsurance ceded to SBC (Net) Employees services & benefits 16% 7% 4% 17% 18% 38% Net claims Income tax to Government Dividend to shareholders Depreciation, retained profit and reserve UNITED INSURANCE COMPANY LIMITED 21

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