· web viewnbr : national board of revenue. nrb : non-resident bangladeshi. o. offer price : the...

Prospectus ofSLICL

PUBLIC ISSUE OF 19,000,000ORDINARY SHARES

OFFER PRICE Tk.10.00 EACH AT PAR,TOTAL SIZE OF FUND TO BE RAISED Tk.19,00,00,000.00

Opening date of Subscription: ………………………. …………………, 2018Closing date of Subscription: …………………….………………………, 2018

PROSPECTUSOf

Sonali Life Insurance Company Limitedf

MANAGER TO THE ISSUE

ICB Capital Management LimitedGreen City Edge (5th & 6th Floor), 89 Kakrail,

Dhaka-1000.www.icml.com.bd

Agrani Equity & Investment LimitedSwantex bhaban (4th floor)

9/1, Motijheel C/A, Dhaka- 1000.Web: www.agraniequity.com

Issue Date of theProspectus: ………………

ÓcuywR evRv‡i wewb‡qvM SuuzwKc~Y©| †R‡b I ey‡S wewb‡qvM KiybÓ ¢h¢eu¡N Ll¦e"

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

http://www.agraniequity.com/

Prospectus ofSLICL

Preliminary Information and Declarations

I) Name(s), address(s), telephone number(s), web address(s), e-mail(s), fax number(s) and contact persons of the issuer, issue manager(s), underwriter(s), auditors, credit rating company and valuer, where applicable;

Issuer Company Contact person Telephone, Fax Number, email& web address

Sonali Life Insurance Company LimitedRupali Bima Bhaban,7 RAJUK Avenue, Dhaka-1000.Head Office(Ext.) 68/B,DIT Road, MAlibagh, Dhaka.

Ajit Chandra AichManaging Director IP Phone: 09678200004

Fax: 8802-9565629e-mail: [email protected]: www.sonalilife .com

Manager to the Issue Contact person Telephone, Fax Number, email & web address

ICB Capital Management Ltd.Green City Edge (5th& 6th Floor), 89 Kakrail, Dhaka-1000.

Md. Sohel RahmanChief Executive Officer (Additional Charge)

Tel: +880-2-8300421, 8300395, 8300555, 8300367 FAX: +880-2-8300396E-mail:[email protected]: www.icml.com.bd

Agrani Eqiuty& Investment Limited Swantex bhaban (4th floor)9/1, Motijheel C/A, Dhaka- 1000

Ahmed Yousuf AbbasChief Executive Officer

Tel: +880-2- 9566670, 9568668FAX: +88 02 -9568668E-mail: [email protected]: www.agraniequity.com

Underwriters Contact person Telephone, Fax Number, email & web address




AuditorAhmad and Akthar.Chartered AccountantsBCIC Bhaban (3rd Floor)30-31, Dilkusha C/A. Dhaka-1000

Mohammed NaserChief Executivee Officer

Tel: +880-2-9553143Fax: 88 02 9564366E-mail: [email protected]: www.aacabd.org

ValuerZ.Halim & AssociatesEmpori Parkview,Flat 9A,House1/C,Road-86,North Gulshan,Dhaka-1212

Zafar HalimActuary

Fully Regulated Member of UK acturaiaL Profession

Tel: +88 01713012238 +8801678126225 +8801712089601mail:[email protected]

ii) "A person interested to get a Prospectus may obtain from the issuer and the issue manager"

i

http://www.icml.com.bd/

mailto:[email protected]


http://www.icml.com.bd/


http://www.sonalilife.com/


Prospectus ofSLICL

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

ii

IV) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO THE ISSUE OROFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE MANAGER, ISSUE MANAGER’S CHIEF EXECUTIVE OFFICER,UNDERWRITERS, AUDITOR(S), VALUER AND/OR CREDIT RATING COMPANY(IF ANY)."

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

VI) General Risk“Investment in securities involves a degree of risk and investors should not invest any funds in this offer unless they can afford to take the risk of losing their investment. Investors are advised to read the risk factors carefully before taking an investment decision in this offer. For taking an investment decision, investors must rely on their own examination of the issuer and the offer including the risks involved. The securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to the statement of ‘risk factors’ given on page number(s) 122-123.”

VII)Sonali life life insurance company limited Absolute Responsibility"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus contains all material information with regard to the issuer and the issue, that the information contained in the prospectus are true, fair and correct in all material aspects and are not misleading in any respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which make this document as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect."

Prospectus ofSLICL

AVAILABILITY OF PROSPECTUS

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

The Prospectus and Abridge version of Prospectus of Sonali life Insurance Company Limited are available in hard and soft forms at the following addresses

Issuer Company Contact person Telephone, Fax Number, email & web address

Sonali Life Insurance Company LimitedRupali Bima Bhaban,7 RAJUK Avenue, Dhaka-1000.Head Office(Ext.) 68/B,DIT Road, MAlibagh, Dhaka.

Ajit Chandra AichManaging Director IP Phone: 09678200004

Fax: 8802-9565629e-mail: [email protected]: www.sonalilife .com

Manager to the Issue Contact person Telephone, Fax Number, email & web address


Md. Sohel RahmanChief Executive Officer (Additional

Charge)


Agrani Eqiuty & Investment Limited Swantex bhaban (4th floor)9/1, Motijheel C/A, Dhaka- 1000



Underwriters Contact person Telephone, Fax Number, email & web address


Md. Sohel RahmanChief Executive Officer (Additional

Charge)


Stock Exchanges Contact person Telephone, Fax Number, email & web address

Dhaka Stock Exchange Ltd (DSE)DSE Library, Research and Information Department9/F, Motijheel C/A, Dhaka-1000.

Md. Afzalur RahmanManager

Tel: +88 02 9564601-7+88 02 9666944-8Fax: +88 02 9569755+88 02 9564727E-mail: [email protected]; web: www.dsebd.org

Chittagong Stock Exchange Ltd (CSE)CSE Building, 1080, Sk. Mujib Road Agrabad, Chittagong -4100Dhaka Liaison Office: Eunoos Trade Center (Level-15)52-53 Dilkusha C/A, Dhaka-1000.

Mohammed JabedSarwarAssistant Manager

Tel: +88 031 714632-3+88031 720871Fax: +88 031 714101+880-2-9513911-15E-mail: [email protected];Web: www.cse.com.bd

Prospectus is also available on the websites of Sonali Life Insurance Company Limited(www.sonalilife.com), ICB Capital Management Limited (www.icml.com.bd), (www.agraniequity.com),BSEC (www.sec.gov.bd), DSE (www.dsebd.org), CSE (www.csebd.com) and Public Reference room of the Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.

iii





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Prospectus ofSLICL

ii) Names and dates of the newspapers where abridged version of prospectus was published

Sl. No. Name of the News paper Date of Publication Page number of the newspaper

01

02

03

04

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Prospectus ofSLICL

iii) Definitions and Acronyms or Elaborations

Term ElaborationAAllotment : Letter of Allotment for SharesBBSEC : Bangladesh Securities and Exchange CommissionBAS : Bangladesh Accounting StandardsBB : Bangladesh BankBSA : Bangladesh Standard of AuditingBO A/C : Beneficiary Owner’s Account or Depository AccountCCDBL : Central Depository Bangladesh LimitedCertificate : Share CertificateCIB : Credit Information BureauCommission : Bangladesh Securities and Exchange CommissionCompanies Act : Companies Act, 1994 (Act No. XVIII of 1994)CSE : Chittagong Stock Exchange LimitedDDepository Act : Depository Act, 1999DSE : Dhaka Stock Exchange LimitedEERP : Enterprise Resource PlanningFFC Account : Foreign Currency AccountFI : Financial InstitutionGGOB : Government of The People’s Republic of BangladeshIIAS : International Accounting StandardsIDRA : Insurance Development Regulatory AuthorityIPO : Initial Public OfferingIssue : Public Issue of Shares of Sonali Life Insurance Company LimitedIssuer : Sonali Life Insurance Company LimitedNNBR : National Board of RevenueNRB : Non-Resident BangladeshiOOffer Price : The Price of the Shares of Sonali Life Insurance Company Limited

being OfferedOrdinance : Securities and Exchange Ordinance, 1969PPTS : Primary Textile SectorRRegistered Office : Head Office of the CompanyRJSC : Registrar of Joint Stock Companies & FirmsSSecurities/Shares : Shares of Sonali Life Insurance Company LimitedSLICL Sonali Life Insurance Company LimitedSponsors : The Sponsor Shareholders of Sonali Life Insurance Company LimitedSND Accounts : Short Notice Deposit AccountStockholders : ShareholdersSubscription : Application Money

TABLE OF CONTENTSParticulars Page No.

CHAPTER I EXECUTIVE SUMMARY 1-5

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Prospectus ofSLICL

About the industry 1About the Issuer 1Financial Information 2Features of the issue and its objects 2Legal and Other Information 2Promoters’ background 2Capital structure and history of capital raising 4Summary of Valuation Report of Securities 4Others 5

CHAPTER II CONDITIONS IMPOSED BY THE COMMISSION 6-12Disclosure In Respect Of Issuance Of Security In Demat Form 6Conditions Under 2cc Of The Securities And Exchange Ordinance, 1969 6Application Process 8

CHAPTER III DECLARATION AND DUE DILIGENCE CERTIFICATES 13-18Declaration About The Responsibility Of The Directors, Including The Ceo Of The Issuer In Respect Of The Prospectus 13

Due Diligence Certificate By Issue Manager 14Due Diligence Certificate By The Underwriter 17

CHAPTER IV ABOUT THE ISSUER 19-22CHAPTER V CORPORATE DIRECTORY OF THE ISSUER 23CHAPTER VI DESCRIPTION OF THE ISSUER 24-74

Summary of the Industry 24Summary of consolidated financial, operating and other Information 24General Information 24

Capital Structure 35

Description of the Business 40Description of Property 49Plan of Operation and Discussion of Financial Condition 57

CHAPTER VII MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 75-77

Overview of business and strategies 75SWOT analysis 75Analysis of the financial statements of last five years with reason(s) of fluctuating revenue/sales, other income, total income, cost of material, finance cost, depreciation and amortization expense, other expense; changes of inventories, net profit before & after tax, EPS etc.

76

Known trends demands, commitments, events or uncertainties that are likely to have an effect on the company’s business. 77

Trends or expected fluctuations in liquidity 77Off-balance sheet arrangements those have or likely to have a current or future effect on financial condition. 77

CHAPTER VIII DIRECTORS AND OFFICERS 78-90Name, Father’s name, age, residential address, educational qualification, experience and position of each of the directors of the company and any person nominated/represented to be a director, showing the period for which the nomination has been made and the name of the organization which has nominated him;

78

Changes in the key management persons during the last three years 85A profile of the sponsors including their names, father’s names, age, personal addresses, educational qualifications, and experiences in the business, positions/posts held in the past, directorship held, other ventures of each sponsor and present position

86

If the present directors are not the sponsors and control of the issuer was acquired within five years immediately preceding the date of filing Prospectus

88

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Prospectus ofSLICL

details regarding the acquisition of control, date of acquisition, terms of acquisition, consideration paid for such acquisition etc.If the sponsors/directors do not have experience in the proposed line of business, the fact explaining how the proposed activities would be carried out/managed 88

Interest of the Key management persons 88All Interest and facilities enjoyed by the directors, whether pecuniary or non-pecuniary 88

Number of Shares held and percentage of Shareholding (Pre issue) 89Changes in the Board of Directors in last three years 89Director's engaged with similar business 90

CHAPTER IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 91-93CHAPTER X EXECUTIVE COMPENSATION 94-95

The total amount of remuneration/salary/perquisites paid to the top five salaried officers of the issuer in the last accounting year and the name and designation of each such officer:

94

Aggregate amount of remuneration paid to all directors and officers as a group during the last accounting year: 94

If any shareholder director received any monthly salary/perquisite/benefit it must be mentioned along with date of approval in AGM/EGM, terms thereof and payments made during the last accounting year:

94

The board meeting attendance fees received by the director including the managing director along with date of approval in AGM/EGM: 94

Any contract with any director or officer providing for the payment of future compensation 95

If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current year, appropriate information regarding thereto: 95

Any other benefit/facility provided to the above persons during the last accounting year 95

CHAPTER XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 96CHAPTER XII TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE

MEMORANDUM 97-98

CHAPTER XIII OWNWRSHIP OF THE COMPANY’S SECURITIES 99-106The names, addresses, BO ID Number of all shareholders of the company before IPO, indicating the amount of securities owned and the percentage of the securities represented by such ownership:

99

There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number, numbers of shares held including percentage, position held in other companies of all the directors before the public issue:

100

The average cost of acquisition of equity shares by the directors certified by the auditors 103

A detail description of capital built up in respect of shareholding (name-wise) of the issuer‟s sponsors/ directors. In this connection, a statement to be included: 104

Detail of shares issued by the company at a price lower than the issue price: 106History of significant (5% or more) changes in ownership of securities from inception 106

CHAPTER XIV CORPORATE GOVERNANCE 107-115Management disclosure regarding compliance with the requirements of Corporate Governance Guidelines of the Bangladesh Securities and Exchange Commission (BSEC);

107

A compliance report of Corporate Governance requirements certified by competent authority 108

Details relating to the issuer's audit committee and remuneration committee, including the names of committee members and a summary of the terms of reference under which the committees operate.

113

CHAPTER XV VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER 116-124

CHAPTER XVI DEBT SECURITIES 125

CHAPTER XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES 126CHAPTER XVIII MATERIAL CONTRACTS 127-129

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Prospectus ofSLICL

CHAPTER XIX OUTSTANDING LITIGATIONS, FINE OR PENALTY 130CHAPTER XX RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS 133-141CHAPTER XXI DESCRIPTION OF THE ISSUE 142CHAPTER XXII USE OF PROCEEDS 143-145

Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up; 143

Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors’ contribution and capital raised of the issuer at the time of submission of prospectus, in details with indication of use of such funds in the financial statements;

143

If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form of investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief description of business and financials of such venture;

144

If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned. In this connection, copies of contract to meet the additional funds are required to be submitted to the Commission. The means and source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the proceeds of the issue along with utilization of such funds;

144

A schedule mentioning the stages of implementation and utilization of funds received through public offer in a tabular form, progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, the approximate date of completion of the project and the projected date of full commercial operation etc. The schedule shall be signed by the Chief Executive Officer or Managing Director, Chief Financial Officer and Chairman on behalf of Board of Directors of the issuer;

144

If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall disclose the terms of such contracts, and copies of the contracts shall be enclosed as annexure to the prospectus;

144

If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of working capital requirement along with the relevant assumptions, reasons for raising additional working capital substantiating the same with relevant facts and figures and also the reasons for financing short with long term investments and an item wise break-up of last three years working capital and next two years projection;

144

Where the issuer proposes to undertake one or more activities like diversification, modernization, expansion, etc., the total project cost activity-wise or project wise, as the case may be;

144

Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, if any, which have already been implemented; 145

The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or project cost with sponsors, directors, key management personnel, associates and group companies;

145

Summary of the project appraisal/ feasibility report by the relevant professional people with cost of the project and means of finance, weaknesses and threats, if any, as given in the appraisal/ feasibility report.

145

CHAPTER XXIII LOCK-IN 146-147CHAPTER XXIV MARKETS FOR THE SECURITIES BEING OFFERED 148CHAPTER XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 149

Dividend, voting and preemption rights; 149Conversion and liquidation rights; 149Dividend policy; 149Other rights of the securities holders; 149

CHAPTER XXVI FINANCIAL STATEMENTS 150-199Auditors’ report for the period 01 January to 30 June, 2018 150Information as is required under section 186 of the company act 1994 relating to holding company 179

Selected ratios as specified in Annexure-D 180

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Prospectus ofSLICL

Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the †Kv¤úvwb AvBb, 1994. The report shall include comparative income statements and balance sheet and aforementioned ratios for immediate preceding five accounting years of the issuer. If the issuer has been in commercial operation for less than five years, the above mentioned inclusion and submission will have to be made for the period since commercial operation

182

Financial spread sheet analysis for the latest audited financial statements; 184Following statements for the last five years or any shorter period of commercial operation certified by the auditors:-Statement of long term and short term borrowings including borrowing from related party or connected persons with rate of interest and interest paid/accrued; 187

Statement of principal terms of secured loans and assets on which charge have been created against those loans with names of lenders, purpose, sanctioned amount, rate of interest, primary security, collateral/other security, re-payment schedule and status;

188

Statement of unsecured loans with terms & conditions; 189Statement of inventories showing amount of raw material, packing material, stock-in-process and finished goods, consumable items, store & spares parts, inventory of trading goods etc.;

190

Statement of trade receivables showing receivable from related party and connected persons; 191

Statement of any loan given by the issuer including loans to related party or connected persons with rate of interest and interest realized/accrued; 191

Statement of other income showing interest income, dividend income, discount received, other non operating income 192

Statement of turnover showing separately in cash and through banking channel; 193Statement of related party transaction; 194Reconciliation of business income shown in tax return with net income shown in audited financial statements; 195

Confirmation that all receipts and payments of the issuer above Tk.5,00,000/- (five lac) were made through banking channel; 196

Confirmation that Bank Statements of the issuer are in conformity with its books of accounts; 196

Statement of payment status of tax, VAT and other taxes or duties 197Average cost of acquisition of equity shares by the director’s certified by the auditor’s 198Auditor’s certificate regarding any allotment of shares to any person for any consideration otherwise than cash alongwith relationship of that person with the issuer and rationale of the issue price of the shares

199

CHAPTER XXVII CREDIT RATING REPORT 200-209

CHAPTER XXVIII PUBLIC ISSUE APPLICATION PROCEDURE 210

CHAPTER XXIX OTHERS 215

CHAPTER I: EXECUTIVE SUMMARY:

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

Initially, The Insurance Industry of Bangladesh was governed by The Insurance Act, 1938 which subsequently has been replaced by the Act of 2010. The office of the Controller of Insurance under the Ministry of Commerce was abolished by the

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Prospectus ofSLICL

Insurance Development and Regulatory Authority Act 2010; and Insurance Development and Regulatory Authority (IDRA) is functioning under the of the Ministry of Finance (previously under the Ministry of Commerce).

Through the enactment of Insurance Corporation act VI, 1973 two corporations, namely the Sadharan Bima Corporation for general insurance and the Jiban Bima Corporation for life insurance in Bangladesh were established on 14th May, 1973. The government allowed the private sector to conduct business in all areas of insurance for the first time in 1984. The insurance market now consists of 77 companies as per record in Insurance Development Regulatory Authority (IDRA), which are:

(i) 02 (Two) state owned companies (Jiban Bima Corporation for life insurance, and Sadharan Bima Corporation for general insurance),

(ii) 45general insurance and32 life insurance companies in the private sector.Out of which, 32 insurance companies are listed in the capital market of which 11 (eleven) are life insurance providers [source: www.dsebd.org]. Government has recently issued license to India’s state owned-Life Insurance Corporation (LIC)

(b) About the IssuerEstablished in 2013, Sonali Life Insurance Co. Ltd. was incepted in the board rooms of an organization formed thirty years ago. The vision set for Sonali Life Insurance Co. Ltd. was significant as it was necessary – to create value in savings and aid in the financial needs, while insuring one’s life. And thirty years later, the Board members of Rupali Insurance Co. Ltd. decided to protect and nurture the hopes and dreams of Bangladeshi families. They set out on a bold and transparent initiative to create the best life insurance company in the country, while formulating synergies using their own strengths and opportunities. In less than three years of operations, Sonali Life Insurance Co. Ltd. launched over 52 branches and service centers across the country, with BDT 180 Million paid-up capital. It utilizes the network strengths of Rupali Insurance Co. Ltd., while at the same time promoting itself using the strategic locations of the parent company. Sonali Life Insurance Co. Ltd’s mission is to be the premier service provider of income solutions, investments and protection plans that are required for financial security and retirement. Together with utmost transparency and customer service orientation, it has implemented the country’s first fully integrated ERP system based on life insurance which has made its operations and activities streamlined, highly productive, efficient and cost effective. In 2017 Sonali Life Insurance Co. Ltd was archived the gross premium of TAKA 407,524,585.00.with the growth rate of 108.48%.

Principal products and servicesThe products and services of the Company are as follows:

Plan ID Plan Name1 Endowment Assurance Plan With Profits2 Anticipated Endowment Assurance Plan - 3 Stage With Profits3 Anticipated Endowment Assurance Plan - 5 Stage With Profits4 Ordinary Insurance Plan Without Profits5 Money Back Term Insurance Benefit With Profit Granted6 Child Protection Assurance Plan with Profits7 Education Expense Assurance Plan with Profits8 Ordinary Endowment Insurance With Profits9 Single Premium Insurance Plan Without Profits

10 Assurance Cum Pension Plan Without Profits11 Denmohar Bima With Profits12 Hajj Bima With Profits13 Monthly Savings Assurance Plan With Profit14 Monthly Savings Micro Insurance Plan With Profit

(c) Financial Information(Amount in BDT)

Particulars 30-Jun-2018 (6 months)

For the Year ended as on31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Gross Premium 280,980,927 407,524,585 195,473,483 236,379,931 151,166,865 17,547,242

Re-insurance less premium 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775

Balance of Life Fund 381,799,398 253,073,934 57,496,790 102,272,380 80,922,292 9,865,910

Total Assets 715,899,838 568,871,493 432,959,810 404,008,302 327,657,249 223,287,276

Shareholders’ Equity 285,000,000 180,000,000 180,000,000 180,000,000 180,000,000 180,000,000

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Number of Shares 28,500,000 18,000,000 18,000,000 18,000,000 18,000,000 18,000,000

Face Value 10 10 10 10 10 10

(d) Features of the issue and its objectsFace Value BDT 10.00Public Offer Price BDT10.00Number of Shares to be Offered 19,000,000Total Issue Size BDT 19.00 Crore

Issue Manager ICB Capital Management Ltd.Agrani Equity& Investment Ltd.

Objectives of the Issue For investment in FDR & Treasury Bond and to meet up the IPO expense.

(e) Legal and other Information

Sonali Life Insurance Company Limited was incorporated on 7th July 2013 under the Companies Act 1994 as a public company limited by shares for carrying out life insurance business and was granted Certificate of Commencement of business on 7th July 2013.The Company obtained the Certificate of Registration from the Insurance Development and Regulatory Authority (IDRA) on July 30, 2013 under Insurance Act 2010.

(f) Promoters’ background

When the company was incorporated, following persons/institutions were the subscriber to the memorandum:

Brief profiles of all promoters are given below:

Noor-E-Hafza,ChairpersonNoor-E-Hafza is the Chairman of the company. She holds post graduate degreeon zoology from Rajshahi University. She completed diploma in Food & Nutrition from the University of Dhaka. She obtained diploma degree on art and theater from the University Of London School Of Arts. She served as personnel officer in Bangladesh Chemical Industries Corporation (BCIC). She was involved in private practice with Dr. M.Q.K Talukder as a junior consultant for 4 years. She worked as chief nutritionist in National nutrition council for 3 years. She is a Director of Farnoor Garments Limited for more than 30 years.. Fauzia Quamrun Tania, Vice ChairpersonFauzia Quamrun Tania is the Vice Chairman of the Company. She holds BSc Hons. as well as post graduate degree in Business Management and Mathematics from Glasgow University UK, with excellent academic track record. She is the Managing Director of Imperial Sweater Industries Ltd. and She is also a Director of Dragon Sweater Bangladesh Limited.

K.M. Farookh, Director

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SL. Name1 Noor-e-Hafza2 Fauzia Quamrun Tania3 K.M Farookh (Nominee Of Rupali Insurance Company Limited)4 Shafia Sobhan Chowdhury5 Sheikh Mohammed Danial6 Kamrun Nahar7 Maya Rani Roy8 Sheikh Omar Faruque9 Omar Khayum

10 Ahmed Rajeeb Samdani11 Mrs. Hazera Hossain12 Mrs. Hoda Ali Selim13 Nargis Mahmuda14 Phowzia Khan

Prospectus ofSLICL

Rupali Insurance Company Ltd is one of the top General Insurance Company of the country. Rupali Insurance Company Limited is a Director of Sonali Life Insurance Company Limited which is represented by Mr. K.M Farookh, one of the Directors of Rupali Insurance Company Ltd. He is also the founder and Chairman of Farnoor Garments Ltd.

S Mohammad Danial,DirectorSheikh Mohammad Danial is a Director of the Company. After Graduation from the University of Canberra, as a young entrepreneur he has founded Mirage Agro Complex, which has expanded its operations from fresh produce exports to food grain and commodity trading. He is also a Director of Mirage Group, which has interest in Ready-Made-Garments, trading, and real estate.

S Sobhan Chowdhury, DirectorShafia Sobhan Chowdhury is a Director of the Company. After Graduating from University of Florida with top honour she has been successfully contributing towards various businesses that she is involved in. She is the Director of Perag Socks Industries Ltd., Dragon Sweater Bangladesh Ltd. and Dragon Sweater and Spinning Ltd.

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Prospectus ofSLICL

A Rajeeb Samdani, DirectorAhmed Rajeeb Samdani is a Director of the Company. He is the Managing Director of Golden Harvest Group and the founder and trustee of Samdani Art Foundation. He is also the founding committee member of Tate Museum, United Kingdom, South Asia Acquisition Committee. He is the Secretary General of the Bangladesh Human Rights Foundation. He has started his career as a commodity broker with Stemcor. Over the years, his company, Golden Harvest has expanded its businesses into Information Technology, Commodities, Logistics, Food processing, Agriculture, Aviation business, Real Estate and Insurance business.

Hazera Hossain, DirectorMrs. Hazera Hossain is a Director of the Company. After graduating from AIUB, she has served in different corporate houses in Bangladesh. She was a Director of Famous Spinning Mills. She is also a Director of Hannan Desh Wear.

Sheikh Omar Faruque, DirectorSheikh Omar Faruque is a Director of the company. He is involved in different types of Businesses. He is a Director of Hotel Eram Int` Ltd and Hotel Peacock Ltd. He is a proprietor of Olio International.

Omar Khayum, DirectorOmar Khayum is a Director of the company. After graduating from Westminister Business School, he is involved in different businesses. He is a Director of Hotel Eram Int` Ltd and Hotel Peacock Ltd. He is also a proprietor & CEO of F. R Orbit International Limited.

Kamrun Nahar, Director

Mrs. Kamrun Nahar is a Director of the company. She is involved in Real Estate business. She is a Director of K.S.Z Properties Limited.Maya Rani Roy, DirectorMaya Rani Roy is a Director of the Company. She holds a Master of Arts Degree from Jagannath University. She served in different corporate houses. She was an Alternate Director of Uttara Finance & Investment Company Limited. She was a member of different voluntary welfare organizations in the country.

Hoda Ali Selim, DirectorMrs. Hoda Ali Selim is a Director of the Company. She holds post graduation degree from National University. She is involved in different types of business. She is a Director of Hotel Agrabad Limited. She is also a Managing Director of Intraco Ready Mix Limited.

(g) Capital structure and history of capital raisingAuthorized Capital

Particulars No. of Ordinary Shares Nominal Value in BDT Total Amount in BDTAuthorized Capital 100,000,000 10.00 1,000,000,000.00

Paid-up Capital

Date of allotment Consideration No. of Shares Face Value Amount in BDT

07-07-2013 Cash 180,000,000 10.00 180,000,000.0009-06-2018 Cash 10,500,000 10.00 105,000,000.00

Total 28,500,000 Ordinary Shares @Tk. 10.00 each 285,000,000.00

Paid-up capital before and after the Public Issue

Particulars of Paid-up Capital No. of Ordinary Shares Amount in BDTBefore Initial Public Offering 28,500,000 285,000,000.00Initial Public Offering under Fixed Price Method 19,000,000 190,000,000.00

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Prospectus ofSLICL

After Initial Public Offering 47500000 475,000,000.00

(h) Summary of Valuation Report of securities

DISCLOUSER

Summary of valuation of Sonali Life Insurance Company LimitedPrice (amount in Tk.)

Sl. No. Method UsedMethod- 1 Net Asset Value per Share based valuation (with Actuarial

Valuation)14.13

Method- 2 Average Market Price of Similar stock based valuation 48.56

Note: The detailed workings of the valuation under above methods are given in this prospectus under the head of Valuation Report of Securities' prepared by the Issue Manager

(i) OthersDeclaration by the Issue Manager

This is to hereby declare that the Issue Manager “ICB Capital Management Limited” or any of its connected persons is in no way connected with the Issuer “Sonali Life Insurance Company Limited” or any of its connected person nor does hold any securities thereof.

Sd/-

Date: 27 September, 2018(Md. Sohel Rahman)

Chief Executive Officer (Additional Charge)ICB Capital Management Limited

Agrani Equity& Investment Limited

Declaration

This is to hereby declared that Sonali Life Insurance Company Limited has not made any material change including raising of paid up capital after the date of audited financial statements as on June 30, 2018 as included in the prospectus.

Date: 27 September, 2018

Sd/-(Ajit Chandra Aich)Managing Director

Sonali Life Insurance Company Limited

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Prospectus ofSLICL

CHAPTER- II: CONDITIONS IMPOSED BY COMMISSION

DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMATERIALIZED FORM

As per provisions of the Depository Act, 1999 and regulations made there under, share of the Company, will be issued in dematerialized form only and for this purpose ofSonali Life Insurance Company Limited will sign an agreement with the Central Depository Bangladesh Limited (CDBL). Therefore, all transfers, transmissions, splitting or conversions will take place on the CDBL system and any further issuance of shares (including rights and bonus) will also be issued in dematerialized form only.

CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969

PART–A1. The Company shall go for Initial Public Offer (IPO) for 19,000,000 ordinary shares, of these ordinary shares 50% i.e.

9,500,000 ordinary shares are reserved for Eligible Investor (EI) which includes 40% i.e. 7,600,000 ordinary shares for EI exclining Mutual Funds and CIS and 10% i.e. 1,900,000 ordinary shares for Mutual Funds and CIS and remaining 50% i.e. 9,500,000 ordinary shares for General Public including NRBat the issue price of Tk. 10.00 (at per) totaliing Tk. 190,000,000.00 (Taka Ninteen Croreonly) following the Securities and Exchange Ordinance, 1969, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the Depository Act, 1999 and rules made there under.

2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in 4 (Four) national daily newspapers (two in Bangla and two in English), within 02 (two) working days of issuance of this consent letter. The issuer shall post the full prospectus, vetted by Commission, in the issuer’s website and shall also put on the websites of the Commission, stock exchanges, and the issue manager, within 03 (three) working days from the date of issuance of this letter and shall remain posted till the closure of the subscription list. The issuer shall submit to the Commission, the stock exchanges and the issue manager a diskette containing the text of the vetted prospectus in “MS-Word” format.

3. The company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official record within 05 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper.

4. The issuer company and the issue manager shall ensure transmission of the prospectus and its abridged version for NRBs through email to the Bangladesh Embassies and Missions abroad within 05 (Five) working days from the date of publication of the abridged version of the prospectus in the newspaper. A compliance report shall be submitted in this respect to the Commission jointly by the issuer and the Issue Manager within 02 (Two) working days from the date of said transmission of the prospectus.

5. The following declaration shall be made by the company in the prospectus, namely: -

“Declaration about Listing of Shares with the stock exchange (s):None of the stock exchange(s), if for any reason, grants listing within 75 (Seventy Five) days from the closure of subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription

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Prospectus ofSLICL

money within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges or from the date of expiry of the said 75 (Seventy Five) days, as the case may be.

In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the company, in addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2% (two percent) above the bank rate, to the subscribers concerned.

The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions and shall submit compliance report thereon to the Commission within 07 (Seven) days of expiry of the aforesaid 15 (Fifteen) days time period allowed for refund of the subscription money.”

6. All applicants under general public category shall apply for minimum market lot of 500 shares worth Taka 5,000.00(Taka Five Thousand only) for a market lot or its multiples.

7. The IPO shall stand cancelled in case of under-subscription in any categories above 35%. In such an event,the issuer and issue manager shall inform the Commission within 02 (two) working days and release the subscription money within 10 (ten) working days after receiving verification report from CDBL and the information from exchanges regarding subscription.

8. 20% of the securities for other general public shall be reserved for ¶wZMÖ¯’ ¶z`ª wewb‡qvMKvix. In case of over subscription in the general public category, the issuer and the issue manager shall jointly conduct an open lottery. In case of under-subscription under any of sub-categories of general public category, the undersubscribed portion shall be added to other sub-category of the same category.

9. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with another person. In case, an applicant submits more than two applications, all applications will be treated as invalid and will not be considered for allotment purpose. In addition, 15% (fifteen) of the application money will be forfeited by the Commission and the balance amount will be refunded to the applicant.

10. The applicants who have applied for more than two applications using same bank account, their application will not be considered for lottery and the Commission will forfeit 15% of their subscription money.

11. Making any false statement in the application or supplying of incorrect information therein or suppressing any relevant information in the application shall make the application liable to rejection and subject to forfeiture of 25% of the application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer. The said forfeited application money or share (unit) will be deposited in account of the Bangladesh Securities and Exchange Commission (BSEC). This is in addition to any other penalties as may be provided for by the law.

12. The company shall furnish the list of allotees to the Commission and the stock exchange(s) simultaneously in which the shares will be listed, within 24 (Twenty Four) hours of allotment.

13. Shares not allotted at the time of according this consent, but allotted after listing, in favor of sponsors, directors or shareholders having 10% or more shares through stock dividends, shall be subject to a lock-in period of 02 (two) years from the date of issuance of the prospectus.

14. If any share of Sponsors/Directors/Promoters is in paper format, it shall be handed over to securities custodian registered with the Commission and shall remain held till completion of lock-in period and the name of the securities custodian shall be furnished to the Commission jointly by the issuer and issue manager, along with a confirmation thereof from the custodian, within one week of listing of the shares with the stock exchange(s).Or they (shares of Sponsors/ Directors/ Promoters) can be demated and shall remain in lock-in under CDBL system and issuer shall submit a dematerialization confirmation report generated by CDBL and attested by Managing Director of the company along with the lock-in confirmation to the Commission within one week of listing of the shares with the stock exchange(s). In respect of shares other than Sponsors/Directors/Promoters the issuer will ensure their lock-in of those shares and submit a statement to this effect to the Commission.

15. 25% of the shares allotted to eligible investors (including Mutual Fund), shall be locked-in for 6 (six) months and other 25% of the shares allotted to them, shall be locked-in for 9 (nine) months.

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Prospectus ofSLICL

16. The company shall not declare any dividend/bonus shares before listing of its securities with any exchange from the date of this consent for raising of capital.

17. The company shall not engage itself into any merger/amalgamation or acquisition activities without taking “No Objection” from the Commission, on the scheme of the said merger/amalgamation or acquisition, as recommended by the Board of Directors, before approval by the shareholders in General Meeting.

PART–B

Application Process

Step-1 (Applicant) 1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant

Banker where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date), which shall be the 25th (twenty fifth) working day from thedate of publication of abridged version of prospectus.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the same time:

(a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible for this purpose. In case the application is made through a margin account, the application money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be refundable to the applicant, if become unsuccessful.

(b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the Issuer for an amount equivalent to the application money, with their application to the concerned Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit a single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the other jointly with another person. The draft (FDD) shall be issued by the Bank where the applicant maintains Foreign Currency account debiting the same account and provide the customer with a certificate mentioning the FC account number which has been debited to issue the FDD. The applicant shall also submit the certificate with their application. No banker shall issue more than two drafts from any Foreign Currency account for any public issue. At the same time, the applicant shall make the service charge available in respective customer account maintained with the Stockbroker/Merchant Banker.

Step-2 (Intermediary)

3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public Issue Application Account”. The Stockbroker/Merchant Banker shall:

a) post the amount separately in the customer account (other than NRB and Foreign applicants), and upon availability of fund, block the amount equivalent to the application money;

b) accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the “Public Issue Application Account” maintained with its bank within the first banking hour of next working day of the cut-off date;

c) Instruct the banker to block the account for an amount equivalent to the aggregate application money and to issue a certificate in this regard.

4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the same and handover it to the respective Stockbroker/Merchant Banker.

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Prospectus ofSLICL

5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall preparea list containing the draft information against the respective applicant’s particulars.

6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date, send to the respective Exchange, the lists of applicants in electronic (text format with tilde ‘~’ separator) format, the certificate(s) issued by its banker, the drafts received from Non-resident Bangladeshi (NRB) and Foreign applicants and a copy of the list containing the draft information.

7. On the next working day, the Exchanges shall provide the Issuer with the information received from the Stockbroker/Merchant Bankers, the drafts submitted by Non-resident Bangladeshi (NRB) and Foreign applicants and the list containing the draft information. Exchanges shall verify and preserve the bankers’ certificates in their custody.

8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing of the securities with exchange.

Step-3 (Issuer)

9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in electronic (text) format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are active or not.

10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing BO Account Number, Name, Addresses, Parents’ Name, Joint Account and Bank Account information along with the verification report.

11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare category wise consolidated lists of valid and invalid applications and submit report of final status of subscription to the Commission and the Exchanges within 10 (ten) working days from the date of receiving information from the Exchanges.

12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three) working days from the date of reporting to the Commission and the Exchanges, if do not receive any observation from the Commission or the Exchanges.

13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours and on the websites of the Commission and Exchanges within 12 (twelve) hours of lottery.

14. Within 02 (two) working days of conducting lottery, the Issuer shall:

a) send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde ‘~’ separator) format to the respective Exchange.

b) send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the Consent Letter issued by the Commission in electronic (text format with tilde ‘~’ separator) format to the Commission and Exchanges mentioning the penalty amount against each applicant.

c) issue allotment letters in the names of successful applicants in electronic format with digital signatures and send those to respective Exchangein electronic form.

d) send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM to CDBL to credit the allotted shares to the respective BO accounts.


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Prospectus ofSLICL

15. On the next working day, Exchanges shall distribute the information and allotment letters to the Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:

a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective Escrow Account opened for subscription purpose, and unblock the amount of unsuccessful applicants;

b) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the Issuer’s respective Escrow Accounts along with a list and unblock the balance application money;

16. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant Banker shall request its banker to:

a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;

b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants (other than NRB and foreign) who are subject to penal provisions to the respective ‘Escrow’ accounts of the Issuer opened for subscription purpose.

17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuer’s ‘Escrow’ account.

18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about releasing their blocked amountsand send documents to the Exchange evidencing details of the remittances made to the respective ‘Escrow’ accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be placed as per their instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges, if any, from the applicant who wants to withdraw the application money, up to an amount of Tk.5.00 (five) per withdrawal.

19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’ accounts and refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or transfer to the applicant’s bank account (FC account which has been debited to apply by NRB or foreign applicants) through banking channel within 10 (ten) working days from the date of lottery.

Miscellaneous:

20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.

21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of publication of abridged version of prospectus.

22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred during the blocking period. Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant Bankers for any purpose other than public issue application.

23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an amount of Tk.2,00,000.00 (taka two lac) for a public issue.

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per application irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting application.

25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.

xix

Prospectus ofSLICL

26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.

27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with intimation to the Commission.

PART–C1. The issue manager shall carefully examine and compare the published prospectus and its abridged version on the date

of publication with the copies vetted by the Commission. If any discrepancy is found, both the issuer and the issue manager shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously endorsing copies thereof to the Commission and the stock exchanges concerned. In this regard, the issue manager shall submit a compliance report to the Commission within 5 working days from the date of such publications.

2. The fund collected through Public Offering shall not be utilized prior to listing with stock exchanges and that utilization of the said fund shall be effected through banking channel, i.e. through account payee cheque, pay order or bank drafts etc.

3. The company shall furnish status report on utilization of Public Offering proceeds audited by foreign affiliated auditors and authenticated by the board of directors to the Commission and the exchanges within 15 (Fifteen) days of the closing of each month until such fund is fully utilized, as mentioned in the schedule contained in the prospectus. The issuer shall simultaneously post the status report in its websites of the Exchanges. In the event of any irregularity or inconsistency, the Commission may employ or engage any person, at issuer’s cost, to examine whether the issuer has utilized the proceeds for the purpose disclosed in the prospectus.

4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under the following terms of reference (TOR) and confirm the same in their report/certificate:

(a) Whether IPO proceeds have been utilized for the purposes/heads as specified in the prospectus;(b) Whether IPO proceeds have been utilized in line with the condition (if any) of the Commission’s

consent letter;(c) Whether utilization of IPO proceeds have been completed within the time schedule/implementation

schedule as specified in the published prospectus;(d) Whether utilization of IPO proceeds is accurate and for the purpose of the company as

mentioned/specified in the published prospectus; and(e) The auditors should also confirm that:(i)assets have been procured/imported/constructed

maintaining proper/required procedure as well as at reasonable price; and (ii) auditors’ report has been made on verification of all necessary documents/papers/vouchers in support of IPO proceeds making reconciliation with Bank Statement.

5. All transactions, excluding petty cash expenses, shall be effected by crossed cheques or bank transfers.

6. Proceeds of the public offering shall not be transferred to any other bank account before listing with the Exchange(s). The proceeds shall not be used for any purpose other than those specified in the prospectus without any valid ground. Any deviation in this respect must have prior approval of at least 51% of the public shareholders, other than sponsors and directors, in a general meeting. Before the said general meeting, such deviation as recommended by the board of directors shall be published as price-sensitive information with detailed description and reasons for such deviation. If approved by the shareholders, the meeting resolution shall be submitted to the Commission along with reasonable explanations for approval. After such approval, such decision shall be published as price-sensitive information.

7. If any quarter or half-year of the financial year ends after publication of the abridged version of prospectus and before listing of its securities with any exchange, the company shall disseminate/transmit/submit the said quarterly/half yearly

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Prospectus ofSLICL

financial statements in accordance with the Commission’s Notification SEC/CMRRCD/2008-183/admin/03-34 dated September 27, 2009 and Rules 13 of the Securities and Exchange Rules, 1987.

8. In the event of arising issues concerning Price Sensitive Information as defined under the wmwKDwiwUR I G·‡PÄ Kwgkb (myweav‡fvMx e¨emv wbwl×KiY) wewagvjv 1995 after publication of the abridged version of prospectus and before listing of its securities with any exchange, the company shall disseminate/transmit/submit the information as price sensitive in accordance with the Commission’s Notification No. SEC/SRMI/200-953/1950 dated October 24, 2000.

PART–D

1. As per provision of the Depository Act, 1999 & regulations made there under, shares will only be issued in

dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository Bangladesh Ltd.

(CDBL) system and any further issuance of shares (Including rights/bonus) will be made in dematerialized form only.

2. The issuer and the issue manager shall ensure due compliance of all the above conditions, the ‘Bangladesh Securities

and Exchange Commission (Public Issue) Rules, 2015’ and the listing regulations of the exchanges.

3. The Commission may impose further conditions/restrictions etc. from time to time as and when considered necessary

which shall also be binding upon the issuer company.

CHAPTER- III: DECLARATION AND DUE DILIGENCE CERTIFICATES AS PER ANNEXURE(S)- A, B AND C

Declaration about the responsibility of the Directors’ including the Managing Director of the Sonali Life Insurance Company Limited in respect of theprospectus

[Rule 4 (1) (d)]

This Prospectus has been prepared, seen and approved by us, and we, individually and collectively, accept full responsibility for the authenticity, accuracy and adequacy of the statements made, information given in the Prospectus, Documents, Financial Statements, Exhibits, Annexes, Papers submitted to the Commission in support thereof, and confirm, after making all reasonable inquiries that all conditions concerning this Public Issue and Prospectus have been met and that there are no other information or documents the omission of which make any information or statements therein misleading for which the Commission may take any civil, criminal or administrative action against any or all of us as it may deem fit.

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

Sd/-Mrs. Noor-e-Hafza

Chairman

Sd/-Mrs.Fauzia Quamrun Tania

Vice chairman

Sd/-K. M. Farookh

Nominee Director ofRupali Insurance Company Ltd.

Sd/-Mrs. Shafia Sobhan Chowdhury

Director

Sd/-Mr. Sheikh Mohammed Danial

Director

Sd/-Mrs. Kamrun Nahar

Director

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Prospectus ofSLICL

Sd/-Mrs. Maya Rani Roy

Director

Sd/-Mr. Sheikh Omar Faruque

Director

Sd/-Mr. Omar Khayum

Director

Sd/-Mr. Ahmed Rajeeb Samdani

Director

Sd/-Mrs. Hazera Hossain

Director

Sd/-Mrs. Hoda Ali Selim

Director

Sd/-Honufa Akter Rikta

Independent Director

Sd/- Quazi Moniruzzaman


Sd/-Md. Nurun Nabi


Sd/-Ajit Chandra AichManaging Director

Due diligence certificate furnished by issue manager

ToThe Bangladesh Securities and Exchange Commission

Sub: Public offer of 19,000,000 Ordinary Shares of Tk. 190,000,000.00 by Sonali Life Insurance Company Limited

Dear Sir,

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

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

(2) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer.

WE CONFIRM THAT:

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

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

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

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

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

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Prospectus ofSLICL

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

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

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

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

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

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Prospectus ofSLICL

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

Sl. Issue Month/Year (July to June) Issue FY Issue Price Dividend Payment

History

1

Orion Pharma Limited

2012-13

60.00

2017- 15%C2016-15%C2014- 15%C, 2013- 15%C,2012- 20%C, 20% B.

Bengal Windsor Thermoplastics Limited 40.00

2017- 10%B2016-10%C2015- 10%B, 2014- 23%C, 2013- 14%C, 8%B,

2

Apollo Ispat Complex Limited

2013-14

22.00

2017- 10%B2016-5%C, 10%B2015- 3%C, 12%B,2014- 15%B

Shurwid Industries Limited 10.002017- No Dividend2014- 15%B

Saif Powertec Limited 30.002017- 5%C,28%B2016-5%C, 27%B, 2015- 29%B, 2014- 27%B

Western Marin Shipyard Limited 35.00

2018- 20%B2017- 03%C, 12%B2016- 12%B2015- 10%B2014- 5%C, 10%B

3

National Feed Mills Limited

2014-15

10.002017- 10%B2016-15%B2014- 10%B

Hamid Fabrics Limited 35.002017- 15%C2015- 15%C, 5%B,2014- 10%C, 10%B

4The ACME Laboratories Limited

2015-1677.00

2017- 35%C2016-35%C2015-35%C2014-35%C

Doreen Power Generations and Systems Limited 29.00 2017- 10%C,10%B

2016- 10%C, 20%B

5 BBS Cables Limited 2016-17 10.00 2017- 5%C,15%B

6 Aman Cotton Fibarous Limited 2017-18 36.00 N/A

For Manager to the Issue

sd/-

Dhaka,Date: 01October ,2018

(Md. Sohel Rahman)Chief Executive Officer (Additional Charge)

ICB Capital Management Limited

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Prospectus ofSLICL

Due diligence certificate furnished by issue manager

To

The Bangladesh Securities and Exchange Commission

Sub: Public offer of 19,000,000 Ordinary Shares of Tk. 190,000,000.00 by Sonali Life Insurance Company Limited

Dear Sir,

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

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

(4) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer.

WE CONFIRM THAT:

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

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

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

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

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

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

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

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

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

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

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

Sl. Issue Month/Year (July to June) Issue FY Issue Price Dividend Payment

History

1N/A

For Manager to the Issue

Dhaka,Date: October 01 ,2018

Ahmed Yousuf Abbas Chief Executive Officer Agrani Equity -& Investment Limited

Due diligence certificate by the underwriter(s)[See rule 4 (1)(d)]

To The Bangladesh Securities and Exchange CommissionSub: Public offer of 19,000,000Ordinary Shares of BDT. 190,000,000.00ofSonali Life Insurance Company Limited.Dear Sir,We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

(1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and

(2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT:(a) We are registered with the Bangladesh Securities and Exchange Commission as a

merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 329.65 (Three hundred twenty nine point sixty five) crore and we have the capacity to underwrite a total amount of Tk. 2,207.30 (Taka two thousand two hundred seven point three zero) crore as per relevant legal requirements. We have committed to underwrite for up to Tk. 6.65 (six point sixty five) crore for the upcoming issue.

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

Sl. No. Name of the Company Amount Underwritten (in Tk.)1 STS Holdings Limited 60,900,000.002 Delta Hospital Limited 16,000,000.003 ADN Telecom Limited 199,500,000.004 Desh General Insurance Company Ltd. 5,600,000.005 Energypac Power Generation Ltd. 42,500,000.006 Ratanpur Steel Re-Rolling Mills Ltd. 37,500,000.007 AB Bank Limited 750,000,000.008 Mohammed Elias Brothers POY Manufacturing Limited 10,000,000.009 Star Ceramics Limited 62,500,000.00

10 Modern Steel Mills Limited 150,000,000.0011 Dragon Sweater and Spinning Limited 381,666,660.0012 eGeneration Limited 20,000,000.0013 Esquire Knit Composite Limited 40,000,000.0014 Mir Akhter Hossain Limited 20,000,000.00

Total= 1,796,166,660.00

(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;

(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and

(e) This underwriting commitment is unequivocal and irrevocable.

For the Underwriter:sd/-

(Md. Sohel Rahman)Chief Executive Officer (Additional Charge)Date: 01 October, 2018

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CHAPTER-IV: ABOUT THE ISSUER:

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

Corporate and Branch

Name of the Issuer : Sonali Life Insurance Company LimitedDate of Incorporation as a Private Limited Company

: 07 July 2013

Date of Commencement of Commercial Operation

: 01 August, 2013

The Logo of the Issuer :

Addresses of Registered Office : Rupali Bima Bhaban,

7 RAJUK Avenue, Dhaka-1000.

Extended Head office : 68/B DIT Road, Malibagh Chowdhury Para, Dhaka-1219.

Branch :

52 branches Description

(with Branch Code & Project type

Location

1 - Motijheel (Metro) 7 Rajuk Avenue Rupali Bima Bhaban, Motijheel Dhaka

2 - Malibagh 68/B DIT Road Chowdhury Para, Malibagh Dhaka

3 – Bakulia Sonar Modina Tower, 4th Floor, Kala Mia Bazar, Bisho Road Tower, Eest Bakalia,Near Anonto Bilash clab, Chittagong.

18 – Comilla Nahar Plaza 67/58 Nazrul Avenue (4th floor) 2nd Kandipar Comilla.

21 – Rajshahi 110 no. Karim Super Market (3rd floor), P.O: Ghoramara, P.S: Bowaliya, Dist: Rajshahi.

26 - Agrabad (Metro) Agrabad Center (7th Floor) 2470/A S.K. Mujib Road Agrabad, Chittagong.

27 - Sugandha House 170 (2nd Floor) Block - D Road No -2, Sugandha Residential Area Panchlaish, Chittagong

39 - Meah Bazar Carnival (2nd Floor) P.O : Meah Bazar P.S: Chauddagram Dist: Comilla.

49 - Mirza Pur Baima Hati, P.O.+ P.S : MirzaPur, Dist :Tangail.

62 - Chandanaish Hazi Shiraj Market (1st floor), boiltoli, Chandanaish, Chittagong.

66 - Kasba (Metro) Simanta Complex-2, 2nd Floor, Kasba Puratan Bazar, Kasba, B-Baria.

75 - Bonpara Shohid Dr. Aynul Hoque Pourashava Super Market (3rd Floor), P.o :Harara P.O: Boraigram, Dist: Nator.

78 - Feni (Metro) Aziz Shopping Center (4th Floor), 189, S.S.K.Road, Feni.

104 - Laxmipur Vill : Shomserabad, P.O : Laxmipur , P.S: Laxmipur Sadar, Dist : Laxmipur.

135 - Raozan Vill : Sultanpur P.O + P.S : Raozan, Dist : Chittagong.

142 - Netrokona 180/1, Shahor Satpai, P.O.+ P.S. + Dist : Netrokona

158 - Norshingdi (Takaful) Vill ; Srishtighor (Bus Stand Bazar) P.O : Chaitanya, P.S : Shibpur, Dist : Norshingdi.

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Prospectus ofSLICL

181 - Rangpur (Metro) House No -286 Gupto para Station Road Rangpur sadar, Rangpur.

182 - Akborshah (Takaful) Block I, Koibollodham R/A, Ferozshah, Akborshah, Chittagong

183 - Sandip Town (Takaful) VIll : Haramia, P.O: Bokterhat P.S: Sondhip, Dist: Chittagong.

185 - Comilla (Metro) Nahar Plaza 67/58 Nazrul Avenue (8th floor) 2nd Kandipar Comilla.

191 - Shibpur Bazar Jongi Shibpur Bazar Vill: Hosen Nogar P.O: Hosen Nogar P.S: Raypura Dist: Norshingdi

198 - Tangail House no - 410 Kodalia (1st Floor), P.O. : 1900 P.S : + Dist : Tangail.

204 - Sandip Akborhat (Takaful) Vill: Gasuya P.O: Gasuya P.S: Sandip, Dist: Chittagong.

205 - Sondhip Shiberhat (Takaful) Amir Hazer Bari, mait Vanga, shiberhat, Sondhip, Chittagong.

210 - Bhuschi Bazar (Laksam) Vill: Bhuschi Bazar, P.O: Choto Sharitpur-3573, P.S: Sadar Dakshin Dist: Comilla.

220 - Chittagong (Metro) Chowdhury Center (3rd Floor),225/ A, C D A Avinew, Muradpur, Chittagong.

221 - Cox's Bazar (Metro) Main Road, Bazarghata, Coxs Bazar

231 - Chokoria (Metro) Abdul Motlob Shopping Complex (2nd Floor), Chiringa, Chakaria, Cox'sbaza.

235 - Bhola Habib Super Market: (4th Floor) Mohajon Potti sadar Road Bhola

239 - Pekuya (Metro) Mowlana Jahangir Alam Market, P.O : Pekuya, Chowmohoni, Dist : Coxs Bazar.

248 - Sylhet (Metro) West World Sopping City (8th Floor) Zollarpar Road, Zindabazar,Sylhet -3100.

254 - Wasa (Metro) M.B Complex (3rd floor) Holding No -90,High Seven Road,Lalkhan Bazar P.O:-Dam para

P.S.Khulshi Dist : Chittagong

256 - Thakurgaon (Metro) Holding no-512Naresh Chanhan road Thakurgaon Sadar P S + Dist : Thakurgaon

260 - Maheshkhali (Metro) Vill: Gorakgata Ekram Building P.O : Gorakgata P.S.:Maheshkhali Dist : Cox'sBazar

262 - B -Baria (Metro) F.C Tower (3th Floor), Court Road, Brahmanbaria

266 - Monohorgonj Bazar Monohorgonj Bazar P.O + P.S :Monohorgonj, Dist: Comilla.

271 - Barisal (Metro) 109 Sadar Road (4th Floor) P.O. : Barisal Sadar P.S : Kotwali Model Dist : Barisal.

272 - Laldighi (Metro Gazi Tower (2nd Floor) 47 Laldighi , P.O ; Sada P.S : Kotowali Dist : Chittagong.

274 - Pirojpur (Metro) Vill : Charakhali P.O. + P.S : Indurkani Dist : Pirojpur

273 - Keranihat (Metro) Vill + P.O. : Keranihat, P.S.: Satkania Dist : Chittagong.

276 - Hathazari (Metro) 1049,Hathazari City Corporation (3rd floor) P.O. + P.S : Hathazari Dist : Chittagong.

278- Taraganj (Metro) Paschim Kursha Dorjipara P.O + P.S :Taraganj Dist: Dinajpur

279 - Dagonbhuya (Metro)

74, "Al - Nur Jame Moszid " Market (3rd Floor) Chowmuhani Road, P.O + P.S: Dagonbhuiyan Dist : Feni.

280 - Cox's Bazar Agency (Metro)

58, "Al Aksa Shoping Tower Market (2nd Floor) P.O: Chiringa P.S: Chokoria Dist: Cox's bazar.

281 - Kurigram (Metro) Vill : Goshpara P.O + P.S: Kurigram Sadar Dist : Kurigram

284 - Mirpur (Metro) Fair Plaza Plot -C/3 Block -D Road no - 1 P.S.; Shahoali Mirpur -1 ,Dist : Dhaka.

285 - Panchagarh (Metro)

Holding no- 626 Kayatpara P.O: Panchagarh -5000 P.S : Panchagarh Sadar Dist: Panchagarh

294 - Fulgazi (Metro) 492, Fulgazi Trade Center ( 2nd Floor) Main Road P.O + P.S : Fulgazi Dist : Feni.

298 - Jhenaidah (Metro) House no - 48 Sher -E - Bangla Sarak , P.O. + P.S : Jhenaidah Sada, Dist:Jhenaidah.

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Prospectus ofSLICL

299 - Kanchpur (Metro) Senpara Jame Mosjid Shopping Complex (2nd Floor), P.O : Kanchpur, P.S : Sonargaon, Dist : Narayanganj,

308 - Kendua Vill : Coat road P.O +P.S : Kendua Dist : Netrokona

Telephone and Fax number :

Phone: +8802-9565625, +8802-9567238IP Phone: 09678200004Fax: 8802-9565629

Contact Person : Ajit Chandra Aich, Managing DrectorWebsite and E-mail Address : https://www.sonalilife.com

e-mail: [email protected]

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

Sponsors of the company

SL No Name1 Mrs. Noor-E-Hafza2 Mrs. Fauzia Quamrun Tania3 K.M Farookh (Nominee Of Rupali Insurance Company Limited)4 Mrs. Shafia Sobhan Chowdhury5 Mr. Sheikh Mohammed Danial6 Mrs. Kamrun Nahar7 Mrs. Maya Rani Roy8 Mr. Sheikh Omar Faruque9 Mr. Omar Khayam

10 Mr. Ahmed Rajeeb Samdani11 Mrs. Hazera Hossain12 Mrs. Hoda Ali Selim13 Mrs. Nargis Mahmuda14 Ms. Phowzia Khan

Directors of the Company

SL. NO Name Position01 Mrs. Noor-E-Hafza Chairman02 Mrs. Fauzia Quamrun Tania Vice-Chairman03 K.M Farookh (Nominee Of Rupali Insurance Company Limited) Director04 Mrs. Shafia Sobhan Chowdhury Director05 Mr. Sheikh Mohammed Danial Director06 Mrs. Kamrun Nahar Director07 Mrs. Maya Rani Roy Director08 Mr. Sheikh Omar Faruque Director09 Mr. Omar Khayam Director10 Mr. Ahmed Rajeeb Samdani Director11 Mrs. Hazera Hossain Director12 Mrs. Hoda Ali Selim Director13 Honufa Akter Rikta Independent Director14 Quazi Moniruzzaman Independent Director15 Md. Nurun Nabi Independent Director

**The independent directors were appointed on the 5th AGM of the company held on 27 September, 2018.

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

Auditor:Particulars DescriptionName : Ahmad& Akhtar

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Prospectus ofSLICL

Logo

:

Address : BCIC Bhaban(3rd floor),30-31,Dilkusha,C/A,Dhaka-1000Telephone Number : +88 02 95611289Fax Number : FAX: +88 02 9564366

Contact Person : Mohammed NaserChief Executivee Officer

Website Address : www.aacabd.orgE-mail Address : [email protected]

Register to the Issue:Information regarding the Register to the Issue is not applicable for SLICL.

Acturial information

Particulars DescriptionName : Z. Halim & Associates

Logo:

Address : Empori Parkview Flat 9A, House 1/C,Road 86, North Gulshan, Dhaka- 1212Telephone Number : (+88) 01713012238Fax Number : N/AContact Person : Zafar HalimWebsite Address : https://zhalim.comE-mail Address : [email protected]

(d) The name(s) of the stock exchanges where the specified securities are proposed to be listed

SL # Name of the Exchange Logo Address

1 Dhaka Stock Exchange Limited (DSE) 9/F, Motijheel C/A, Dhaka-1000.

2 Chittagong Stock Exchange Limited (CSE) CSE Building, 1080 Sheikh MujibRoad, Chittagong.

CHAPTER V: CORPORATE DIRECTORY OF THE ISSUER:

Corporate Directory of the IssuerName of the Issuer : Sonali Life Insurance Company LimitedDate of Incorporation as a Private Limited Company : 07 July,2013Date of Commencement of Commercial Operation : 01 August, 2013Authorized Capital : Tk. 1,000,000,000.00

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Prospectus ofSLICL

Issued, Subscribed & Paid-up Capital : Tk. 285,000,000.00

Addresses of the Registered Office : Rupali Bima Bhaban,7 RAJUK Avenue, Dhaka-1000.

Extended Head Office 68/B D.I.T. Road,Malibagh ChowdhuryPara,Dhaka-1219

Branch 52 no. of branches all over in Bangladesh

Board of Directors : 15 Directors (including Three Independent Directors)

Auditor :Ahmad & Akhtar BCIC Bhaban(3rd floor),30-31,Dilkusha,C/A, Dhaka-1000

Acturial Valuer :

Zafar HalimActuaryEmpori Parkview Flat 9A, House 1/C,Road 86, North Gulshan, Dhaka- 1212(+88) 01713012238

Legal Advisor :Imtiaz Moinul IslamLegalShelter,Appollo Ispat Complex, 407, Tejgaon Industrial Area, Dhaka.

Tax Consultant :

A. Hossain & CompanyChartered AccountantsParamount Height65/2/1 Box Culvert RoadPuranaPaltan, Dhaka-1000

Managers to the Issue :

ICB Capital Management Ltd.Green City Edge (5th& 6th Floor)89, Kakrail, Dhaka-1000

Agrani Equity& Investment LimitedSwantex bhaban (4th floor)9/1, Motijheel C/A, Dhaka- 1000.

Compliance Officer : Md.Rafe-Uz-ZamanCompany Secretary

Telephone and Fax number : IP Phone: 09678200004Fax: 8802-9565629

Website and E-mail Address : https://www.sonalilife.come-mail: [email protected]

Banker for IPO :South Bangla Agricultureand Commerce Bank LimitedPrincipal Branch,47, Dilkusha, Motijheel, Dhaka- 1000.

All investors are hereby informed by the Company that the Company Secretary would be designated as Compliance Officer who will monitor the compliance of the Acts, Rules, Regulations, Notifications, Guidelines, Conditions, Orders/Directions issued by the Commission and/or Stock Exchange(s) applicable to the conduct of the business activities of the Company, so as to promote the interest of the investors in the security issued by the Company, and for redressing investors’ grievances.

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Prospectus ofSLICL

CHAPTER VI: DESCRIPTION OF THE ISSUER:

(a) Summary of the Industry

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

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

Through the enactment of Insurance Corporation act VI, 1973 two corporations, namely the Sadharan Bima Corporation for general insurance and the Jiban Bima Corporation for life insurance in Bangladesh were established on 14th May, 1973. The government allowed the private sector to conduct business in all areas of insurance for the first time in 1984. The insurance market now consists of 77 companies as per record in Insurance Development Regulatory Authority (IDRA), which are:

02 (Two) state owned companies (Jiban Bima Corporation for life insurance, and Sadharan Bima Corporation for general insurance), and 45 general insurance and 32 life insurance companies in the private sector.Out of which, 32 insurance companies are listed in the capital market of which 11 (eleven) are life insurance providers [source:www.dsebd.org]. Government has recently issued license to India s state owned-Life Insurance Corporation (LIC).‟

Business environment of the Issuer

The competitive environment in the insurance industry in Bangladesh is quite complex. There are 29 private, 1 nationalized and 2 foreign life insurance companies, having extensive branch networks, holding huge premium deposit and enjoying certain prerogatives. There are the third generation private sector insurance company having comparative large branch networks, reasonable access to technology and market. Therefore, competition is increasing day by day. Although there is much competition in the insurance sector, the Sonali Life Insurance Company Ltd. has earned a notable position in this market through its performance, reliabilities, efficient management, experience and acceptance by its clients.

(i) Summary of consolidated financial, operating and other information

SLICL has no subsidiary or associate companies. Hence, summary of consolidated financial, operating and other information is not applicable.

(b) General Information(j) Name and address, telephone and fax numbers of the registered office, corporate head office, other

offices, factory, business premises and branches of the Issuer are as follows:

Registered Office :

Rupali Bima Bhaban,7 RAJUK Avenue, Dhaka-1000.IP Phone: 09678200004Fax: 8802-9565629

Corporate Head Office :

68/B D.I.T. Road,Malibagh Chowdhury Para,Dhaka-1219.IP Phone: 09678200004Fax: 8802-9565629

Branch :

Description(with Branch Code &

Project typeLocation

1 - Motijheel (Metro) 7 Rajuk Avenue Rupali Bima Bhaban, Motijheel Dhaka

2 - Malibagh 68/B DIT Road Chowdhury Para, Malibagh Dhaka


18 – Comilla Nahar Plaza 67/58 Nazrul Avenue (4th floor) 2nd Kandipar Comilla.21 – Rajshahi 110 no. Karim Super Market (3rd floor), P.O: Ghoramara, P.S: Bowaliya, Dist: Rajshahi.

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Prospectus ofSLICL

26 - Agrabad (Metro) Agrabad Center (7th Floor) 2470/A S.K. Mujib Road Agrabad, Chittagong.

27 - Sugandha House 170 (2nd Floor) Block - D Road No -2, Sugandha Residential Area Panchlaish, Chittagong39 - Meah Bazar Carnival (2nd Floor) P.O : Meah Bazar P.S: Chauddagram Dist: Comilla.49 - Mirza Pur Baima Hati, P.O.+ P.S : MirzaPur, Dist :Tangail.62 - Chandanaish Hazi Shiraj Market (1st floor), boiltoli, Chandanaish, Chittagong.66 - Kasba (Metro) Simanta Complex-2, 2nd Floor, Kasba Puratan Bazar, Kasba, B-Baria.


78 - Feni (Metro) Aziz Shopping Center (4th Floor), 189, S.S.K.Road, Feni.104 - Laxmipur Vill : Shomserabad, P.O : Laxmipur , P.S: Laxmipur Sadar, Dist : Laxmipur.135 - Raozan Vill : Sultanpur P.O + P.S : Raozan, Dist : Chittagong.142 - Netrokona 180/1, Shahor Satpai, P.O.+ P.S. + Dist : Netrokona

158 - Norshingdi (Takaful) Vill ; Srishtighor (Bus Stand Bazar) P.O : Chaitanya, P.S : Shibpur, Dist : Norshingdi.

181 - Rangpur (Metro) House No -286 Gupto para Station Road Rangpur sadar, Rangpur.182 - Akborshah (Takaful) Block I, Koibollodham R/A, Ferozshah, Akborshah, Chittagong183 - Sandip Town (Takaful) VIll : Haramia, P.O: Bokterhat P.S: Sondhip, Dist: Chittagong.

185 - Comilla (Metro) Nahar Plaza 67/58 Nazrul Avenue (8th floor) 2nd Kandipar Comilla.191 - Shibpur Bazar Jongi Shibpur Bazar Vill: Hosen Nogar P.O: Hosen Nogar P.S: Raypura Dist: Norshingdi198 - Tangail House no - 410 Kodalia (1st Floor), P.O. : 1900 P.S : + Dist : Tangail.204 - Sandip Akborhat (Takaful) Vill: Gasuya P.O: Gasuya P.S: Sandip, Dist: Chittagong.

205 - Sondhip Shiberhat (Takaful) Amir Hazer Bari, mait Vanga, shiberhat, Sondhip, Chittagong.

210 - Bhuschi Bazar (Laksam) Vill: Bhuschi Bazar, P.O: Choto Sharitpur-3573, P.S: Sadar Dakshin Dist: Comilla.

220 - Chittagong (Metro) Chowdhury Center (3rd Floor),225/ A, C D A Avinew, Muradpur, Chittagong.221 - Cox's Bazar (Metro) Main Road, Bazarghata, Coxs Bazar231 - Chokoria (Metro) Abdul Motlob Shopping Complex (2nd Floor), Chiringa, Chakaria, Cox'sbaza.


239 - Pekuya (Metro) Mowlana Jahangir Alam Market, P.O : Pekuya, Chowmohoni, Dist : Coxs Bazar.248 - Sylhet (Metro) West World Sopping City (8th Floor) Zollarpar Road, Zindabazar,Sylhet -3100.

254 - Wasa (Metro) M.B Complex (3rd floor) Holding No -90,High Seven Road,Lalkhan Bazar P.O:-Dam para P.S.Khulshi Dist : Chittagong

256 - Thakurgaon (Metro) Holding no-512Naresh Chanhan road Thakurgaon Sadar P S + Dist : Thakurgaon260 - Maheshkhali (Metro) Vill: Gorakgata Ekram Building P.O : Gorakgata P.S.:Maheshkhali Dist : Cox'sBazar262 - B -Baria (Metro) F.C Tower (3th Floor), Court Road, Brahmanbaria266 - Monohorgonj Bazar Monohorgonj Bazar P.O + P.S :Monohorgonj, Dist: Comilla.271 - Barisal (Metro) 109 Sadar Road (4th Floor) P.O. : Barisal Sadar P.S : Kotwali Model Dist : Barisal.272 - Laldighi (Metro Gazi Tower (2nd Floor) 47 Laldighi , P.O ; Sada P.S : Kotowali Dist : Chittagong.274 - Pirojpur (Metro) Vill : Charakhali P.O. + P.S : Indurkani Dist : Pirojpur273 - Keranihat (Metro) Vill + P.O. : Keranihat, P.S.: Satkania Dist : Chittagong.

276 - Hathazari (Metro) 1049,Hathazari City Corporation (3rd floor) P.O. + P.S : Hathazari Dist : Chittagong.

278- Taraganj (Metro) Paschim Kursha Dorjipara P.O + P.S :Taraganj Dist: Dinajpur279 - Dagonbhuya (Metro) 74, "Al - Nur Jame Moszid " Market (3rd Floor) Chowmuhani Road, P.O + P.S: Dagonbhuiyan Dist : Feni.280 - Cox's Bazar Agency (Metro) 58, "Al Aksa Shoping Tower Market (2nd Floor) P.O: Chiringa P.S: Chokoria Dist: Cox's bazar.

281 - Kurigram (Metro) Vill : Goshpara P.O + P.S: Kurigram Sadar Dist : Kurigram

284 - Mirpur (Metro) Fair Plaza Plot -C/3 Block -D Road no - 1 P.S.; Shahoali Mirpur -1 ,Dist : Dhaka.285 - Panchagarh (Metro) Holding no- 626 Kayatpara P.O: Panchagarh -5000 P.S : Panchagarh Sadar Dist: Panchagarh294 - Fulgazi (Metro) 492, Fulgazi Trade Center ( 2nd Floor) Main Road P.O + P.S : Fulgazi Dist : Feni.298 - Jhenaidah (Metro) House no - 48 Sher -E - Bangla Sarak , P.O. + P.S : Jhenaidah Sada, Dist:Jhenaidah.

299 - Kanchpur (Metro) Senpara Jame Mosjid Shopping Complex (2nd Floor), P.O : Kanchpur, P.S : Sonargaon, Dist : Narayanganj,

308 - Kendua Vill : Coat road P.O +P.S : Kendua Dist : Netrokona

Other offices/business premises and outlets

: We have no other offices/business premises and outlets.

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Prospectus ofSLICL

(ii) The Board of Directors of the Issuer

Sl. No. Name of Director Position1. Mrs. Noor-E-Hafza Chairman2. Mrs. Fauzia Qumrun Tania Vice-Chairman

3. K.M Farookh (Nominee Of Rupali Insurance Company Limited) Director

4. Mr. Sheikh Mohammed Danial Director5. Mrs. Shafia Sobhan Chowdhury Director6. Mrs. Kamrun Nahar Director7. Mrs. Maya Rani Roy Director8. Mr. Sheikh Omar Faruque Director9. Mr.Omar Khayum Director10. Mr. Ahmed Rajeeb Samdani Director11. Mrs. Hazera Hossain Director12. Mrs. Hoda Ali Selim Director13. Hanufa Akter Rikta Independent director14. Quazi Moniruzzaman Independent director15. Md. Nurun Nabi Independent Director

(iii) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the Chairman, Managing Director, whole time Directors, etc. of the Issuer:

Sl No. Name Position Address Telephone number, Fax number

and e-mail address

1 Mrs. Noor-e-Hafza ChairmanDream Castle, House- 7, Road- 4, Gulshan-1, Dhaka- 1212.

IP Phone: 09678200004Fax: 8802-9565629E-mail: [email protected]

2 Mrs. Fauzia Quamran Tania Vice-Chairman

House- 2/3, Road- 03, Banani, Dhaka- 1213.


3K.M. Farookh(Nominee Director of Rupali Insurance Co. Ltd.)

Director7, Rajuk Avenue, Motijheel C/A, Dhaka- 1000.

IP Phone: 09678200004Fax: 8802-9565629- E-mail: [email protected]

4 Mrs. Shafia Sobhan Chodhury DirectorHouse- 69, Road- 7, Block- F, Banani, Dhaka.


5 Mr. Sheikh Mohammed Danial DirectorHouse- 4, Road- 6, Khulshi, Chittagong.


6 Mrs. Kamrun Nahar DirectorHouse- 808, Road- 24, Block- F, Bashundhara, Dhaka.

IP Phone: 09678200004Fax: 8802-9565629- E-mail: [email protected]

7 Mrs. Maya Rani Roy DirectorHouse- 67, Road- 07, Block- F, Banani, Dhaka- 1213.


8 Mr. Sheikh Omar Faruque DirectorVill: South Hangla, Sultanpur, Brahmanbaria.


9 Mr. Omar Khayum DirectorMy Hart, Sukrabad, House- 8/1, Sukrabad, Dhaka.


10 Mr. Ahmed Rajeeb Samdani Director House- 9, Road- 12, IP Phone: 09678200004

xxxv


Prospectus ofSLICL

Block- SW(B), Gulshan-1, Dhaka.

Fax: 8802-9565629E-mail: [email protected]

11 Mrs. Hazera Hossain Director18/B, East Raja Bazar, Tejgaon, Dhaka.


12 Mrs. Hoda Ali Selim Director1858, Sarder Ali Road, Mosque Goli, Chapilish, Chittagong.


13 Hanufa Akter Rikta Independent Director

Bashura, Uttar Padua, Choddogram, Comilla


14 Quazi Moniruzzaman Independent Director

South Rupsi,Rupsi, Rupgonj, Narayangonj


15 Md. Nurun Nabi Independent Director

H-18. R-3,PO-Chakbazar,PS-Panchlash, Chittagong


(iv) Names, addresses, telephone numbers, fax numbers and e-mail addresses of the CFO, Company Secretary, Legal Advisor, Auditors and Compliance Officer:

Name Position Address Telephone, Fax number and e-mail

Mir Rashed Bin AmanAdd. MD &Chief

Financial Officer

68/B D.I.T. Road,Malibagh Chowdhury Para,Dhaka.

IP Phone: 09678200004Fax: 8802-9565629Email:[email protected]

Md.RAfe-Uz-ZamanCompany Secretary 68/B D.I.T. Road,Malibagh

Chowdhury Para,Dhaka.

IP Phone: 09678200004Fax: 8802-9565629E-mail:[email protected]

Imtiaz Moinul Islam Lawyer (Legal

Advisor)

LegalShelter.Appollo Ispat Complex, 407, Tejgaon Industrial Area, Dhaka

Tel: 02-9110974, 02-8815572Fax: 02-9126291E-mail: [email protected]

Ahmad& Akhtar Auditor BCIC Bhaban(3rd floor),30-31, Dilkusha C/A,Dhaka-1000.

Tel: +88 02 [email protected]

Md.RAfe-Uz-Zaman Compliance Officer

68/B D.I.T. Road, Malibagh Chowdhury Para,Dhaka.


(v) Names, addresses, telephone numbers, fax numbers, contact person, website addresses and e-mail addresses of the issue manager:

Name Address Contact person Telephone, Fax number, E-mail and Web.

Manager to the IssueICB Capital Management Ltd.

Green City Edge(5th & 6th Floor)89 KakrailDhaka-1000.

Md. Sohel RahmanChief Executive Officer

(Additional Charge)

Tel: +880-2-8300421, 8300395,8300555, 8300367FAX: +88 02 8300396E-mail: [email protected] Web: www.icml.com.bd

Agrani Equity & Investment Limited

Swantex bhaban (4th floor)9/1, Motijheel C/A, Dhaka- 1000.



Rgister to the Issue N/A

(vi) Details of Credit Rating;

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Prospectus ofSLICL

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

Name of the Credit Rating Agency Rating DateWASO Credit Rating Company (BD) Limited 18 September, 2018

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

Rating Type Surveilance

Credit Rating Status(Claim Paying Ability Rating)

Long Term

BBB2Date of Rating 18 September, 2018Validity of Rating 17 September, 2019

Outlook

Life Insurance companies rated BBB have medium financial security characteristics and considered medium grade and as much may possess certain speculative characteristics, but are more likely to be affected by adverse business conditions than higher rated insurers.

(a) The Rationale or description of the rating so obtained, as furnished by the credit rating agency;

RATING RATIONALE

WASO Credit Rating Company Limited (WCRCL) has assigned BBB2 (Triple B Two) Claim Paying Ability (CPA) rating to Sonali Life Insurance Company Limited (hereinafter referred SLIC) in the long term. WCRCL assigned the CPA rating based on audited financial statements upto 31st December 2017, Actuarial Valuation Report as at 31st December 2017 and other relevant management provided quantitative and qualitative data upto the date of rating declaration.

The above rating has been assigned in consideration of its steady persistent in business, operating performance particularly in last year, ‘seven days claim settlement’ policy impacted ‘zero’ balance of claim outstanding, improving renewal premium impacted lapse in policies and establishing good governance in management along with experienced management team. The above factors are, however, constrained to some extent by volatile underwriting performance, low contribution of renewal premium to gross premium, moderate lapse ratio, age of business subsequently impacted life fund and surplus amount and marginal liquidity ratio positioned lower state of industry.

First year premium of the company experienced increasing trend over the last 5 years along with the renewal premium at the same time. The Company reported a growth in life fund (grew by 340.15%) in the last years, though volatile trend revealed compare to last three years. First year’s premium contributed 75% in gross premium where as renewal premium contributed only 15% which seems low in 2017. Besides, Group Insurance premium also gradually decreased. During 2017, death claims amounting BDT 5.2 million was lodged. Of the total death claims BDT 4.7 million was paid during 2017. The Company also repudiated claims of BDT 0.5 million. Therefore, outstanding claim at the end of year was nil. As per policy they settled every claim within 7 (Seven) days that is why SLIC have no claim outstanding since their commencement in 2013.

On an average 1.1% of the policies were lapsed in the first year of issuance. On the other hand, on an average 21.8% and 33.1% of the total policies lapsed in the second year and third year of issuance respectively. If we consider three years data during 2013-2015, average of total lapse stood at 57%. However, average lapse ratio revealed moderate, considering latest five years data, stood at 38.4%.

According to the actuarial valuation report as at 31st December 2017, there was net surplus of BDT 74.39 million for the valuation period January 2017 to December 2017. In 2017, the Company kept BDT 253.07 million as Life fund as against Net liability of BDT 178.67million. Therefore, total surplus as on 31 December 2017 was BDT 74.39 million which was available for distribution as bonuses with profit policies and dividend to shareholders for the valuation period. Compare to

xxxvii

Prospectus ofSLICL

other insurers in the industry life fund amount ranked low though SLIC achieved surplus of BDT 74.39 million within short span of time.

The company invested BDT 363.8 million as of 31st December 2011 where the investment yield reported 10.39% in 2017 (average: 10.82%). Major portion of investment included FDR (61% of total investment), government securities (13%), ordinary shares (5%) and Property & Others (21%).

Liquid asset to Life fund showed marginal ratio of 1.13x in 2017, however, moderate but scope to improve the ratio. Liquid assets to life fund of the Company decreased by 2.8 times in 2017 due to sharp increase of life fund same time.

CPA rating in this category is adjudged to offer moderate claims paying ability with medium financial security characteristics. But changes in underwriting and/or economic conditions are likely to have impact on the capacity to meet policyholder obligations than insurers in higher rated categories.

(b) Observations and risk factors stated in the credit rating report;

Observations and risk factors as stated in the credit rating report:

Business Risk

SLIC controls its business risks arising from different types of underwriting policies, underwriting professionals at 55 branches with the help of guideline of IDRA. The Company has decentralized its underwriting functions and delegated powers to its zonal offices and branches for rendering prompt, efficient and effective services to the clients. SLIC took standard procedure to minimize risk a by screening proposal of potential insured in the area his/her history, family background, health condition, medical requirement, confirmation from client several times along with confirming KYC and taking opinion of field officer and departmental agent. Skill level of employees engaged in underwriting process acts vitally behind innovation of new products and services that will help companies to attract newer clients and competitiveness in the market. SLIC handles its business risks arising from different types of underwriting policies, underwriting professionals at branch level by providing them specific instruction and guidelines from the Head Office over the period of time.

It has been noted that the Company mainly concentrated on single policies insurance business in FY 2017 and gross premium received from single premium business represented 44.0% of total gross premium which has been sharply increase from 22.3% in FY 2016. Another significant long-term policies over 10 years insurance premium policies which represented 31.7% of total gross premium while renewal and group insurance premium held only 14.8% & 9.5% of total gross premium, respectively.

However, it was also noted that, according to the existing rule, 96.5% of 1st year premium is allowed as management expense whereas only 20% of the renewal premium is allowable in this regard (for companies of four to six years of operation). Therefore, life insurance companies having higher renewal premium are more profitable. But still, the Company’s renewal premium was less compared to first year premium over the periods. The Company should focus on generating more underwriting profit from renewal premium to offset the business risk to some extent.

Liquidity Risk

Liquidity risk is the risk that a Company may be unable to meet short term financial demands. This usually occurs due to the inability to convert a security or hard asset to cash without a loss of capital and/or income in the process. The major liquidity risk encountered by the Company is the daily calls on its available cash and resources in respect of claims arising from insurance contracts and maturity of investment securities. Liquidity risk also occurs more generally in relation to the ability to buy and sell investments. This is a function of size of SLIC holding relative to the availability of counter parties willing to buy or sell these holding at any given time. However the Company manages its liquidity by ensuring sufficient liquidity to meet its claims and other liabilities when due under both normal & stressed conditions without incurring unacceptable losses or

xxxviii

Prospectus ofSLICL

risking damage to the Company’s reputation. Moreover, SLIC sets limit on the minimum portion of maturing funds available to meet such calls to cover claims at unexpected levels of demand. Moreover, Company’s FDR & STD with bank has observed to increase over the years. According the actuarial report (base year 2017) SLIC reported a surplus fund of BDT 74.4 million and a life fund of BDT 253.1 million which means a good-looking amount in hand to meet any unforeseen claim or payment.

Interest Rate Risk

Interest rate risk arises out of investment decisions and acceptance of high exposures in any one type of investment instrument. Volatility of money market has great influence over the interest rate structure of fund hold by Company. Interest Income of SLIC yielded significant portion of total income (10.4%). This income from fixed and other deposit may fall with the reduction of interest rate of commercial bank.

In order to mitigate interest rate exposure, companies can invest into mutual funds to secure its revenue and also to generate capital gains. However, this source has also its own drawback, if the overall capital market position falls, then the performance of mutual fund will also decline.

Thus the Company should more concentrate on tradition business in order to minimize any loss/reduction of income arise from the investment already made.

Internal Control Risk

Internal control risks are risks that affect the effectiveness and efficiency of internal controls and thus affect the achievement of objectives. Generally internal control risk arises from non compliance of rules and regulation which ultimately possess negative impact on overall business performance.

SLIC has a separate internal audit department which assists in maintaining financial discipline and management of the Company. Head office receives data of revenue and expenses of each branch and branch controlling person is held responsible for review and reconcile of all the account. If any inconsistency is observed, the Company ensures proper investigation which leads to compensation charge to the responsible person. The Company ensures formation of Management Committee that deals with operational decisions. It is observed that the Board forms Audit Committee to look after all irregularities of the Company. Internal Audit Department, headed by professional, is assigned for the purpose of regular visit the branch offices audit and investigation. Branch Control Department follow-up all the branches regarding operation and take necessary action.

Insurance Risk

The risk under an insurance contract is that an insured event will occur including the uncertainty of the amount and timing of any resulting claim. The principle risk the Company faces under such contracts is that the actual claims and benefit payments exceed the premiums written or the carrying amount of insurance liabilities. This is influenced by the frequency of claim; actual benefits paid being greater than originally estimated subsequent development of long-term claims.

SLIC reduces this risk with the help of its experienced underwriting team who undertakes pre-insurance surveys of large and complicated risk. The Company manages these risks through its underwriting strategy, adequate reinsurance arrangements & proactive claims handling. SLIC has reinsurance agreement with SCOR Global Life SE, Singapore Branch from 2013. The retention limit is BDT 0.30 million. Risk management ensures proper understanding of the right level of risk acceptance, risk control and risk related expenditure.

Competition in the market

At present, there are 32 life insurance companies (including JBC & 2 foreign co.) in Bangladesh and all of them are active in the industry and responsible of total gross premium of over BDT 80.0 billion (ref: BIA, 2017). Total premium income of private sector life insurance companies dropped by 10.47 % to BDT 70.95 billion in 2016 from BDT 79.25 billion in 2015, which has declined by 11.62 % in 2017. Considering the gross premium received, SLIC is representing only 0.51% of market share. Whereas other top performers by their first year premium earnings were: Fareast Islami Life at BDT 3.79

xxxix

Prospectus ofSLICL

billion, National Life at BDT 2.23 billion, Popular Life at BDT 2.75 billion, Delta Life at 1.90 billion, Guardian Life at BDT 1.47 billion, Progati Life at BDT 1.48 billion, state-owned Jiban Bima Corporation at BDT 1.36 billion, Prime Islami Life at BDT 1.26 billion, Meghna Life at BDT 1.04 billion, Rupali Life at BDT 857 million and Sandhani Life approximately at BDT 620 million, Sunflower Life at over BDT 500 million. As a result, intense competitions exist between big industry players. To be competitive in the market, SLIC needs to develop new products and offer excellent clientele service instead of sharing higher agency commission with the client. Moreover, the Company also needs to expand its market otherwise the competitors may take away its business.

xl

Prospectus ofSLICL

Socio-political-economic Risks

Although current market political situation in Bangladesh is quite stable than previous years, still it is always a major problem in carrying out any business in Bangladesh. The risk arises out of changes in the country’s political, social and economic environment which might negatively impacts on the overall employment, savings and thus investment of the country. For the instability in politics, may disruptive situations and created which have negative impact on every business. The people who operate various types of businesses in our country, often experience inconvenience in running their business.

Insurance business is not an exception of this impact. Political instability may negative impact on overall policy collection of the Company and number of claim against policies. The Company has cautious approach to deal with such risks.

Human resources Risk

Human resources risk arises in many forms. Not having the rights person in place and with required skills needed to compete is two of those risks. Companies with an ageing workforce are even at more risk. It is noted that, insurance industry of Bangladesh needs to transform. Lack of frequent training from developed nation’s results into information gap and under development of the sector. Like most of the private sector life insurance Company, SLIC holds a very insignificant portion of total market & is continuously striving to hold the position, Requirement of energetic, qualified professionals is expected to gear up the business.

Regulatory Risk

The increasing intensity of regulatory requirements poses a significant threat to the industry. The new Insurance Development and Regulatory Authority Act-2010 and Insurance Act-2010 replaced the old insurance laws which are likely to bring significant changes in the regulation of the industry. In order to make overall claim settlement procedure smooth and timely, insurance companies are required to set up a special fund known as “policyholders’ Protection Fund”. For further enhancing the solvency position, paid up capital for non-life and life insurance companies have been raised to BDT 400.00 million and BDT 300.00 million respectively.

Credit Rating practice for the insurance companies is expected to create a positive vibration in the industry as the institutional insured expect for good credit rating to safeguard their interest. All these requirements will make the market more reliable and uniform. The same will pressurize the underperforming insurance companies to retain their market share.

In accordance with the Insurance Act 2010, SLIC has been trying to increase its paid up capital currently, the Company’s paid up capital reached to BDT 180.0 million. Experienced board committee especially audit committee of SLIC‟s acting in accordance with the guidelines provided in the notification dated 7th August, 2012 of BSEC and ensuring all relevant requirements for the Company.

Market &Technology Related Risk

Market risk relates to the volatility of the market price of assets. It involves exposure to movements in the level of financial variables such as stock prices, interest rates, exchange rates or commodity prices. On the other hand, technology is a continuous process of development. Innovation of new and cost effective technology may obsolete existing technology which may cause negative impact on the business. Insurance business is increasing day by day as our country is developing and peoples of the country is realizing the need of insurance which resulted into new types of insurance are coming into focus. However, the Company is well acquainted with the recent change and believes that there are very low chances that recent technology may hamper the operation of the Company.

Financial Risk

First year premium of the company experienced increasing trend over the last 5 years along with the renewal premium at the same time. The Company reported a growth in life fund (grew by 340.15%) in the last years, though volatile trend revealed compare to last three years. First year’s premium contributed 75% in gross premium where as renewal premium contributed only 15% which seems low in 2017. Besides, Group Insurance premium also gradually decreased. During 2017, death claims amounting BDT 5.2 million was lodged. Of the total death claims BDT 4.7 million was paid during 2017. The

xli

Prospectus ofSLICL

Company also repudiated claims of BDT 0.5 million. Therefore, outstanding claim at the end of year was nil. As per policy they settled every claim within 7 (Seven) days that is why SLIC have no claim outstanding since their commencement in 2013.


According to the actuarial valuation report as at 31st December 2017, there was net surplus of BDT 74.39 million for the valuation period January 2017 to December 2017. In 2017, the Company kept BDT 253.07 million as Life fund as against Net liability of BDT 178.67million. Therefore, total surplus as on 31 December 2017 was BDT 74.39 million which was available for distribution as bonuses with profit policies and dividend to shareholders for the valuation period. Compare to other insurers in the industry life fund amount ranked low though SLIC achieved surplus of BDT 74.39 million within short span of time.



(vi) Following details of underwriting:

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

Sl. #Name and Address of the

underwritersContact person Telephone numbers, Fax

numbers and E-mailAmount in Tk.

1 ICB Capital Management Ltd.Green City Edge (5th & 6th Floor), 89 Kakrail,Dhaka-1000.

Md. Sohel RahmanChief Executive

Officer (Additional Charge)

Tel: +880-2-8300421, 8300395, 8300555, 8300367FAX: +88 02 8300396E-mail: [email protected];

66,500,000.00

Total 66,500,000.00

xlii

Prospectus ofSLICL

(b) Declaration by the Underwriters

Due diligence certificate by the underwriter(s)[See rule 4 (1)(d)]

To The Bangladesh Securities and Exchange CommissionSub: Public offer of 19,000,000Ordinary Shares of BDT. 190,000,000.00ofSonali Life Insurance Company Limited.Dear Sir,We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:

(1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other documents and materials as relevant to our underwriting decision; and

(2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies, independent verification of the statements concerning objects of the issue and the contents of the documents and other materials furnished by the issuer company.

WE CONFIRM THAT:(c) We are registered with the Bangladesh Securities and Exchange Commission as a

merchant banker and eligible to carry out the underwriting activities. Our present paid-up capital stands at Tk. 329.65 (Three hundred twenty nine point sixty five) crore and we have the capacity to underwrite a total amount of Tk. 2,207.30 (Taka two thousand two hundred seven point three zero) crore as per relevant legal requirements. We have committed to underwrite for up to Tk. 6.65 (six point sixty five) crore for the upcoming issue.

(d) At present, the following underwriting obligations are pending for us:Sl. No. Name of the Company Amount Underwritten (in Tk.)

1 STS Holdings Limited 60,900,000.002 Delta Hospital Limited 16,000,000.003 ADN Telecom Limited 199,500,000.004 Desh General Insurance Company Ltd. 5,600,000.005 Energypac Power Generation Ltd. 42,500,000.006 Ratanpur Steel Re-Rolling Mills Ltd. 37,500,000.007 AB Bank Limited 750,000,000.008 Mohammed Elias Brothers POY Manufacturing Limited 10,000,000.009 Star Ceramics Limited 62,500,000.00

10 Modern Steel Mills Limited 150,000,000.0011 Dragon Sweater and Spinning Limited 381,666,660.0012 eGeneration Limited 20,000,000.0013 Esquire Knit Composite Limited 40,000,000.0014 Mir Akhter Hossain Limited 20,000,000.00

Total= 1,796,166,660.00

(c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the Commission has been approved by us;

(d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and

xliii

Prospectus ofSLICL

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

(Md. Sohel Rahman)Chief Executive Officer (Additional Charge)Date: 01 October, 2018

(c) Major Terms and Conditions of the Underwriting Agreements1. In case of under-subscription in any category by up to 35% in an Initial Public Offer, the undersubscribed portion

of securities shall be taken up by the underwriter.

2. In case of failure to deposit the remaining amount by the eligible investors, the unsubscribed securities shall be taken up by the underwriter.

3. The issuer, in the event of under subscription, shall send notice to the underwriter(s) within ten days of closure of subscription calling upon them to subscribe the securities and pay for this in cash in full within fifteen days of the date of said notice and the said amount shall be credited into securities subscription account within the said period. If payment is made by Cheque/ Bank Draft by the underwriter it will be deemed that the underwriter has not fulfilled his obligation towards his underwriting commitment under this agreement, until such time as the Cheque/ Bank Draft has been encased and the Company’s account credited. In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send proof of subscription and deposit of money by the underwriter to the Commission.

In the case of failure by the underwriter to pay for the shares under the terms mentioned above, the said underwriter will not be eligible to underwrite any issue, until such time as he fulfils his underwriting commitment under this Agreement and also other penalties as may be determined by the Commission may be imposed.In the case of failure by the underwriter to pay for the shares within the stipulated time, the Company/issuer will be under no obligation to pay any underwriting commission under this Agreement.

In the case of failure by the Company to call upon the underwriter for the aforementioned purpose within the stipulated time, the Company and its Directors shall individually and collectively be held responsible for the consequences and/or penalties as determined by the Bangladesh Securities and Exchange Commission under the law.

4. The Company shall pay to the underwriter an underwriting commission at the rate of 0.50% of the amount underwritten hereby agreed to be underwritten by it.

(c) Capital Structure

(i) Authorized, issued, subscribed and paid up capital (number and class of securities, allotment dates, nominal price, issue price and form of consideration);

ParticularsNo. of

Ordinary Shares

Allotment Dates**

Nominal Price/Face

Value*Issue Price Amount in Tk.

Authorized Capital 100,000,000 Allotment Dates are

given below

10.00 10.00 1,000,000,000.00

Issued, Subscribed and Paid up capital 28,500,000 10.00 10.00 285,000,000.00

Total Paid-up Capital before IPO 28,500,000 285,000,000.00After IPOTo be issued as IPO 19,000,000 10.00 10.00 190,000,000.00Paid-up Capital after IPO 47,500,000 10.00 475,000,000.00**The Company has raised its paid-up capital in following phases:

Particulars of allotment

Date of allotment

Mode of Consideration Nominal Price

Issue Price

Amount in Tk.In Cash Other

than Bonus Share

xliv

Prospectus ofSLICL

CashFirst (at the time of incorporation) 07.07.2013 18,000,00

0 - - 10/- 10/- 180,000,000.00

Second 09.06.2018 10,500,000 - - 10/- 10/- 105,000,000.0

0

Total28,500,000 Ordinary

Shares @Tk. 10.00 each

28,500,000

285,000,000.00

(ii) Size of the present Issue, with break-up (number of securities, description, nominal value and issue amount);

Particulars Number of Securities Description Nominal Value/

Face ValueIssue Amount in

Tk.

For EIs 9,500,000 Offer price Tk. 10.00 each 10.00 95,000,000.00

For General Public 9,500,000 Offer price Tk. 10.00

each 10.00 95,000,000.00

Total 190,000,000.00

(iii) Paid up capital before and after the present issue, after conversion of convertible instruments (if any) and share premium account (before and after the issue);

Particulars Amount in Tk.Paid up capital before the present issue (as on June 30, 2018) 285,000,000.00Paid up capital after the present issue 475,000,000.00Paid up capital after conversion of convertible instruments (if any) The Company has no convertible instrumentShare premium account before the present issue (as on June 30, 2018) N/AShare premium account after the present issue N/A

(iv) Category-wise shareholding structure with percentage before and after the present issueand after conversion of convertible instruments (if any);

The paid-up capital of the Company is Tk. 285,000,000.00. The Company intends to Public Offering of 19,000,000 ordinary shares, of these ordinary shares 50% i.e. 9,500,000 ordinary shares are reserved for Eligible Investor (EI) which includes 40% i.e. 7,600,000 ordinary shares for EI excluding Mutual Funds and CIS and 10% i.e. 1,900,000 ordinary shares for Mutual Funds and CIS and remaining 50% i.e. 9,500,000 ordinary shares for General Public including NRBat the issue price of Tk. 10.00 (at per)totaling BDT 190,000,000.00.

SL Shareholding CategoryNo of ordinary shares Percentage of holding

Pre-Issue (a)

IPO (b)

Post-Issue (a+b) Pre-Issue Post-Issue

1 Sponsors and Directors 28,500,000 - 28,500,000 100% 60%2 Institutional - 9,500,000 9,500,000 - 20%3 Public - 9,500,000 9,500,000 - 20%

Total 28,500,000 1,900,000 47,500,000 100% 100%

Convertible Instrument

The company has no convertible instruments as on the date of this prospectus.

Directors &Sponsorshareholding structure with percentage before and after the present issue is as follows:

Sl. No

.Name Category

No. Of Ordinary Shares Hold Percentage Of Holding

Pre-IPO Post-IPO Pre-IPO (%) Post-IPO (%)

xlv

Prospectus ofSLICL

1 Fauzia Quamrun Tania Director 4,386,500 4,386,500 15.39% 9.23%

2K.M Farookh (Nominee Of Rupali Insurance Company Limited)

Director 4,566,000 4,566,000 16.02% 9.61%

3 Shafia Sobhan Chowdhury Director 3,630,000 3,630,000 12.74% 7.64%

4 Sheikh Mohammad Danial Director 3,695,000 3,695,000 12.96% 7.78%5 Noor-E-Hafza Director 2,927,500 2,927,500 10.27% 6.16%6 Ahmed Rajeeb Samdani Director 1,530,000 1,530,000 5.37% 3.22%7 Hazera Hossain Director 1,285,000 1,285,000 4.51% 2.71%8 Omar Khayam Director 1,000,000 1,000,000 3.51% 2.11%9 Sheikh Omar Faruque Director 1,000,000 1,000,000 3.51% 2.11%

10 Kamrun Nahar Director 1,150,000 1,150,000 4.04% 2.42%11 Maya Rani Roy Director 1,000,000 1,000,000 3.51% 2.11%12 Hoda Ali Selim Director 1,000,000 1,000,000 3.51% 2.11%13 Nargis Mahmuda Shareholder 1,000,000 1,000,000 3.51% 2.11%14 Phowzia Khan Shareholder 330,000 330,000 1.16% 0.69%

Total 28,500,000 28,500,000 100% 60%

Other than Directors & Sponsor Shareholdings:

There is no Shareholder other than the Directors & Sponsor shares.

(v) Where Shares have been issued for consideration in other than cash at any point of time, details in a separate table, indicating the date of issue, persons to whom those are issued, relationship with the issuer, issue price and whether any benefits have been accrued to the issuer out of the issue;

The company has not issued any share in other than cash.

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

The Company has not allotted any shares in terms of any merger, amalgamation or acquisition scheme.

(vii) Where the issuer has issued equity shares under one or more employee stock option schemes, including the price at which such equity shares were issued;The Company did not issue any equity shares under one or more stock option schemes to its employees.

(Viii) If the issuer has made any issue of specified securities at a price lower than the issue price during the preceding two years, specific details of the names of the persons to whom such specified securities have been issued, relation with the issuer, reasons for such issue and the price thereofThe issuer has not made any issue of specified securities at a price lower than the issue price during the preceding two years.

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

xlvi

Prospectus ofSLICL

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

Sl No

NameNature

Of Issue

Date Of Allotment

Transfer and date when the shares were made fully

paid up

No. Of Shares

Face Value & Issu

e Price

Consideration

Pre-IPO (%)

Post-IPO (%)

Lock In

Period

Number & % of pledge of

shares

1

Mrs. Noor-E-Hafza (Sponsor & Director)

Ordinary

17.07.2013 1,160,00

0

10 Cash 10.27%

6.16%

3 Years

No Share is pledged by the

company09.06.2018 1,767,50

0

Total 2,927,50

0

2

K.M Farookh (Nominee Of Rupali Insurance Company Limited). (Sponsor & Director)

Ordinary

17.07.2013 3,000,00

0

10 Cash 16.02%

9.61%

3 Years


company

09.06.2018 1,566,00

0

Total 4,566,00

0

3

Fauzia Quamrun Tania (Sponsor & Director)

Ordinary

17.07.2013 2,450,00

0

10 Cash 15.39%

9.23%

3 Years


company 09.06.2018 1,936,50

0

Total 4,386,50

0

4

Shafia Sobhan Chowdhury (Sponsor & Director)

Ordinary

17.07.2013 1,930,00

0

10 Cash 12.74%

7.64%

3 Years


company 09.06.2018 1,700,00

0

Total 3,630,00

0

5

Sheikh Mohammed Danial (Sponsor & Director)

Ordinary

17.07.2013 1,500,00

0

10 Cash 12.96%

7.78%

3 Years


company 09.06.2018 2,195,00

0

Total 3,695,00

0

6

Ahmed Rajeeb Samdani (Sponsor & Director)

Ordinary

17.07.2013 1,030,00

0

10 Cash 5.37% 3.22%

3 Years


company 09.06.2018 500,00

0

Total 1,530,00

0

7

Hazera Hossain (Sponsor & Director)

Ordinary

17.07.2013 1,030,00

0

10 Cash 4.51% 2.71%

3 Years


company 09.06.2018 255,00

0

Total 1,285,00

0

8

Kamrun Nahar (Sponsor & Director) Ordinar

y

17.07.2013 1,000,00

0

10 Cash 4.04% 2.42%

3 Years


company 09.06.2018 150,00

0

Total 1,150,00

0

9

Maya Rani Roy (Sponsor & Director) Ordinar

y

17.07.2013 900,00

0

10 Cash 3.51% 2.11%

3 Years


company 09.06.2018 100,00

0

Total 1,000,00

0

10

Hoda Ali Selim (Sponsor & Director) Ordinar

y

17.07.2013 670,00

0

10 Cash 3.51% 2.11%

3 Years


company 09.06.2018 330,00

0

Total 1,000,00

0

47

Prospectus ofSLICL

11

Mr. Sheikh Omar Faruque (Sponsor & Director)

Ordinary

17.07.2013 1,000,00

0 10 Cash 3.51% 2.11%

3 Years


companyTotal 1,000,00

0

Sl No Name Nature Of

Issue

Date Of Allotment Transfer and date when the shares were made

fully paid up

No. Of Shares

Face Value & Issu

e Price

Consideration

Pre-IPO (%)

Post-IPO (%)

Lock In Period

Number & % of pledge

of shares

12

Mr. Sheikh Umar Khumyam (Sponsor & Director)

Ordinary17.07.201

3 1,000

,000 10 Cash 3.51% 2.11% 3 Years


companyTotal

1,000,000

13

Mrs. Nargis Mahmuda (Sponsor Shareholder)

Ordinary

17.07.2013

1,000,000

10 Cash 3.51% 2.11% 3 Years


companyTotal

1,000,000

14

Ms. Phowzia Khan (Sponsor Shareholder)

Ordinary

17.07.2013

330,000

10 Cash 1.16% 0.69% 3 Years


companyTotal

330,000

Total 28,500,000

100.00% 60%

(xi) The details of the aggregate shareholding of the sponsors and directors, the aggregate number of specified securities purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within six months immediate preceding the date of filing the Prospectus;

Aggregate shareholding of the sponsors and directors:

SN NamePercentage Of Holding

Number of Shares Held Pre-IPO (%) Post-IPO (%)

1 K.M Farookh (Nominee Of Rupali Insurance Company Limited) 3,000,000 10.53% 6.316%

2 Fauzia Quamrun Tania 4,311,500 15.13% 9.077%3 Shafia Sobhan Chowdhury 2,130,000 7.47% 4.484%4 Sheikh Mohammad Danial 1,700,000 5.96% 3.579%5 Noor-E-Hafza 1,160,000 4.07% 2.442%6 Ahmed Rajeeb Samdani 1,030,000 3.61% 2.168%7 Hazera Hossain 1,285,000 4.51% 2.705%8 Omar Khayam 1,000,000 3.51% 2.105%9 Sheikh Omar Faruque 1,000,000 3.51% 2.105%

10 Kamrun Nahar 1,100,000 3.86% 2.316%11 Maya Rani Roy 1,000,000 3.51% 2.105%12 Hoda Ali Selim 950,000 3.33% 2.000%13 Nargis Mahmuda 1,000,000 3.51% 2.105%14 Phowzia Khan 330,000 1.16% 0.695%

Total 28,500,000 100% 60%

Transferred by the sponsor and/or by the directors of the issuer:No share is purchased or sold or otherwise transferred by the sponsor and/or by the directors of the issuer and their related parties within six months immediate preceding the date of filing the Prospectus.

48

Prospectus ofSLICL

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

Sl. no

Name of the Shareholders Address Quantity of

Securities Held% of securities

ownedType of

ownership1 Fauzia Quamrun Tania House- 03, Road- 2/3,

Banani, Dhaka- 1213. 4,386,500 15.39% Sponsor Director

2K.M Farookh (Nominee Of Rupali Insurance Company Limited)

Dream Castle, House #7, Road #4, Gulshan-1, Dhaka-1212.

4,566,000 16.02% Sponsor Director

3 Shafia Sobhan Chowdhury

House- 69, Road- 7, Block- F, Banani, Dhaka. 3,630,000 12.74% Sponsor Director

4 Sheikh Mohammad Danial

House- 4, Road- 6, Khulshi, Chittagong. 3,695,000 12.96% Sponsor Director

5 Noor-E-HafzaDream Castle, House- 7, Road- 4, Gulshan-1, Dhaka- 1212.


6 Ahmed Rajeeb Samdani

House- 9, Road- 12, Block- SW(B), Gulshan, Dhaka.


As far as the existing information is concerned, there is neither any event occurred nor any intent of exercising warrant, option or right to convert any convertible instrument.

(xiii)The number of securities of the issuer owned by each of the top ten salaried officers, and all other officers or employees as group, indicating the percentage of outstanding shares represented by the securities owned;

None of the Top ten salaried officers or other employees is holding any securities of the company.

(d) Description of the Business:(i) The date on which the issuer company was incorporated and the date on which it commenced operation and nature of business which the company and its subsidiaries are engaged in or propose to engage in;The Company was incorporated on July 7, 2013 and got the certificate to commence business on July 17, 2013. It registered with the Insurance Development and Regulatory Authority (IDRA) in carrying on the business of life insurancenon July 30, 2013.

SLICL does not have any subsidiary.

Nature of Business:

The company is engaged in the ordinary life insurance, pension and group insurance business since its incorporation. The company offers a wide variety of insurance products which fulfils the requirements of present and prospective policy holders. The product portfolio of the company feeds the following insurance lines:

a. Ordinary Life Insurance,b. Group Insurance,c. Islami Jibon Bima (Takaful).

(ii) Registered Office of the CompanyThe Registered office is situated at Rupali Bima Bhaban, 7, Rajuk Avenue, Motijheel,Dhaka-1000.

(iii) Plant, machinery, technology, process etc.

This company is doing business in insurance sector. So, it has no operation with plant, machinery. It uses only computer softwares customized for doing life insurance business.

49

Prospectus ofSLICL

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

Incorporation of the Company : 07 July, 2013Starting of Commercial Operation : 01 August, 2013Registered with IDRA 30 July, 2013Capital Raised (Last) : Tk. 105,000,000.00 (Cash) on 09 June 2018

Details of capacity or facility creation, launching of plant

: Since the Company is engaged in insurance business. So, there are no capacity or facility creation and no launching of plant in this respect.

Changes in Ownership : There is no change in ownership till date.Change in key Management Personnel : No major changes have taken. Appointment of first Independent Director : 27 September, 2018

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

Sonali Life Insurance Company Limited is carrying out the following types of insurance business:

Principal Products Plan Name

General Life Insurance

Endowment Assurance Plan With ProfitsAnticipated Endowment Assurance Plan - 3 Stage With ProfitsAnticipated Endowment Assurance Plan - 5 Stage With ProfitsOrdinary Insurance Plan Without ProfitsMoney Back Term Insurance Benefit With Profit GrantedChild Protection Assurance Plan with ProfitsEducation Expense Assurance Plan with ProfitsOrdinary Endowment Insurance With ProfitsSingle Premium Insurance Plan Without ProfitsAssurance Cum Pension Plan Without ProfitsDenmohar Bima With ProfitsHajj Bima With ProfitsMonthly Savings Assurance Plan With ProfitMonthly Savings Micro Insurance Plan With Profit

Group InsurancePrincipal Products Plan Name

Islami Life Insurance (Takaful)

Endowment Assurance Plan With ProfitsAnticipated Endowment Assurance Plan - 3 Stage With ProfitsAnticipated Endowment Assurance Plan - 5 Stage With ProfitsChild Protection Assurance Plan with ProfitsSingle Premium Insurance Plan Without ProfitsAssurance Cum Pension Plan Without ProfitsDenmohar Bima With ProfitsHajj Bima With ProfitsMonthly Savings Assurance Plan With ProfitMonthly Savings Micro Insurance Plan With Profit

50

Prospectus ofSLICL

Past trends Last five yearsCollection of insurance premium of Sonali life Insurance Company Ltd. are as under:

Amount in TakaParticulars 30-Jun-18

(06 months) 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Gross Premium 280,980,927.00

407,524,585.00

195,473,483.00

160,109,817.00

108,663,000.00

17,547,242.00

Net Premium 280,357,273.00

405,720,578.00

194,658,655.00

235,963,615.00

150,945,971.00

17,528,775.00

Investment Income 14,096,839.00 30,748,911.00 30,422,610.00 30,422,610.00 29,781,437.00 9,395,965.00

Premium Deposit 226,222.00 143,543.00 150,320.00 150,320.00 157,458.00 88,081.00.00

Claim settlement:

Parti

cula

rs

As on 30 June, 2017 2016 2015 2014 2013

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f cla

im

No. o

f Re

ject

ed

No. o

f Pai

d

No. o

f cla

im

No. o

f Re

ject

ed

No. o

f Pai

d

No. o

f cla

im

No. o

f Re

ject

ed

No. o

f Pai

d

No. o

f cla

im

No. o

f Re

ject

ed

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d

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f cla

im

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ject

ed

No. o

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d

No. o

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im

No. o

f Re

ject

ed

No. o

f Pai

d

Ordinary Life 17 2 15 17 2 15 7 2 5 3 0 3 5 3 2 0 0 0Group Insurance 31 1 30 52 0 52 389 83 306 953 275 678 590 184 406 0 0 0

Islami Jibon Bima (Takaful)

1 0 1 1 0 1 0 0 0 0 0 0 0 0 0 0 0 0

Future prospects of the product or service in the local market

Sectorial share of insurance industry to the GDP at current prices is 0.38% in 2016 whereas 4.1% in 2015 found in the Bureau of Statistics, Bangladesh. Insurance penetration rate in Bangladesh is less than 1% since last consecutive years. The Government of Bangladesh has taken several steps for revitalizing the insurance sector to make it more vibrant and operationally sound; though amendments and initiatives can't make an overnight change in the sector.

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

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

Professionalism at every level of management is very crucial for overall development in this sector. So, our company takes strategic and policy aspects of the Company very carefully in addition to look after into the day to day operation. It has a very sound HR policy to attract the qualified people to choose the profession as a 'Career' not a mere 'Job'; as HR development program should be a part and parcel of regular business operation for the enhancement of skills and development of professionalism.

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

51

Prospectus ofSLICL

The demand for insurance service is co related with the volume of business increase in the Country. It has been observed that the economy of Bangladesh is emerging and human living standard also increasing. To coverage the risk, the demand for insurance service is also increasing accordingly.

Currently, there are 32 life insurance companies are serving their business in our country in order to cover the risk. As business volume is increasing in our country so the demand for insurance coverage increasing day by day to the client. There is a demand and supply gap remains in our country. Therefore, Government of Bangladesh permits number of insurance companies to run their business in this sector.

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

Gross Premium Percentage (%) Gross Premium Percentage

(%) Gross Premium Percentage (%) Gross Premium Percentage

(%) Gross Premium Percentage (%)

Gross Premium

Percentage (%)

Ordinary Life 273,320,398 97% 361,719,478 89% 152,139,774 78% 73,791,768 31% 41,492,355 27% 17,547,242 100%

Takaful 4,952,902 2% 6,922,200 2% 3,492,381 2% 2,478,346 1% 1,011,510 1% -

Group Insurance Premium 2,707,627 1% 38,882,907 10% 39,841,328 20% 160,109,817 68% 108,663,000 72% -

Total 280,980,927 100% 407,524,585 100% 195,473,483 100% 236,379,931 100% 151,166,865 100% 17,547,242 100%

Particulars2018 (6 Months) 2017 2016 2015 2014 2013

(vii) Description of Associates, subsidiary/related holding Company & their core areas of business

SLICL does not have any associate, subsidiary and holding company.

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

Distribution ChannelThe final product reaches to the buyers from our Head office and branches through the following channel of distribution:

The Company operates its business through the Head Office at Dhaka and the branches throughout the country. As on 30 June 2018, the Company has been operating its business through 52 branches along with one local office.

Table of all branch offices:

SlNo Description Location Name of the

lessor

Expiration date of the

lease

Principal terms and Condition Remarks

01

1 - Motijheel (Metro)

7 Rajuk Avenue Rupali Bima BhabanMotijheel Dhaka

Rupali Insurance Com Ltd.

30/09/2022 Office Space: 1400 SftAdvance: Rent: Tk 40,000/-

02

2 - Malibagh 68/B DIT Road Chowdhury ParaMalibagh Dhaka

Mostafa Golam Quddus

31/12/2021 Office Space: 8300 SftAdvance: Rent: Tk 40,56,500/-

03


Md.Firoz Hosain 30/09/2018 Office Space: 950 SftAdvance: 30,000/-Rent: Tk 10,000/-

Renewal Of rent agreement is under process

04

18 – Comilla Nahar Plaza 67/58 Nazrul Avenue (4th floor) 2ndKandipar Comilla.

Md. Ibrahim Miah

30/11/2019 Office Space: 1200 SftAdvance: 40,000/-Rent: Tk 20,000/-

52

Com panyInsurance

agents/Online Application

Policy holders

Prospectus ofSLICL

05

21 – Rajshahi 110 no. Karim Super Market (3rd floor), P.O: Ghoramara, P.S: Bowaliya, Dist: Rajshahi.

Zahar Lal Joysoyal


06

26 - Agrabad (Metro)

Agrabad Center (7th Floor) 2470/A S.K. Mujib Road Agrabad, Chittagong.

Agrabad Center 31/01/2019 Office Space: 1450 SftAdvance: 3,00,000/-Rent: Tk 36,000/-

07

27 - Sugandha House 170 (2nd Floor) Block - D Road No -2, Sugandha Residential Area PanchlaishChittagong

Sheikh Abdul Motin

31/12/2019 Office Space: 2100 SftAdvance: Rent: Tk 42,000/-

08

39 - Meah Bazar Carnival (2nd Floor) P.O : Meah Bazar P.S: Chauddagram Dist: Comilla.

Saidunnessa 30/06/2022 Office Space: 1050 SftAdvance:

Rent: Tk 12,000/-

09

49 - Mirza Pur Baima Hati, P.O.+ P.S : MirzaPur,Dist :Tangail.

Md. Mosaraf Hossain

30/09/2019 Office Space: 600 SftAdvance:

Rent: Tk 4,500/-

10

62 - Chandanaish

Hazi Shiraj Market (1st floor), boiltoli, Chandanaish, Chittagong.

Md. Selimur Rashid Bhuyan

31/03/2020 Office Space: 100 SftAdvance: 10,000/-

Rent: Tk 1,300/-

11

66 - Kasba (Metro)

Simanta Complex-2, 2nd Floor, Kasba Puratan Bazar,Kasba,B-Baria.

Md. Helal Uddin 31/05/2021 Office Space: 2300 SftAdvance: 2,40,000/-

Rent: Tk 20,000/-

12


Mayor Bonpara Pourashava


Rent: Tk 8330/-

1378 - Feni (Metro)

Aziz Shopping Center (4th Floor), 189, S.S.K.Road, Feni.

Ayesha Akter 30/04/2020 Office Space: 667SftAdvance:

Rent: Tk 21,600/-

14

104 - Laxmipur Vill : Shomserabad,P.O : Laxmipur , P.S: Laxmipur Sadar, Dist : Laxmipur.

Kamrul Alam Chowdhury


Rent: Tk 7,000/-

15

135 - Raozan Vill : Sultanpur P.O + P.S : Raozan, Dist : Chittagong.

Mohammed Abul Kashem Chowdhury


Rent: Tk 4,500/-

16

142 - Netrokona

180/1, Shahor Satpai, P.O.+ P.S. + Dist : Netrokona

Jinat Ara Parvin 30/11/2018 Office Space: 805 SftAdvance:

Rent: Tk 5,000/-


17

158 - Norshingdi (Takaful)

Vill ; Srishtighor (Bus Stand Bazar) P.O : Chaitanya, P.S : Shibpur, Dist : Norshingdi.

Azizul Islam 30/09/2020 Office Space: 100 SftAdvance:

Rent: Tk 700/-

18

181 - Rangpur (Metro)

House No -286 Gupto para Station Road Rangpur sadar, Rangpur.

Shah Md Mahafujar Rahman

30/11/2020 Office Space: 1000 SftAdvance: 4,80,000/-Rent: Tk 21,000 /-

19 182 - Akborshah (Takaful)

Block I, Koibollodham R/A, Ferozshah, Akborshah, Chittagong

Md. Shahjahan & Rezia Begum

31/12/2020 Office Space: 550 SftAdvance: 50,000/-Rent: Tk 9,000 /-

53

Prospectus ofSLICL

20

183 - Sandip Town (Takaful)

VIll : Haramia, P.O: Bokterhat P.S: Sondhip, Dist: Chittagong.

Belayet Hossain Abul Kasham & Hashem


21

185 - Comilla (Metro)

Nahar Plaza 67/58 Nazrul Avenue (8th floor) 2nd Kandipar Comilla.

Md. Ibrahim Miah


22

191 - Shibpur Bazar

Jongi Shibpur Bazar Vill: Hosen Nogar P.O: Hosen Nogar P.S: Raypura Dist: Norshingdi

Shawpan Mahmud

30/09/2018 Office Space: 1350 SftAdvance: Rent: Tk 2,000 /-


23

198 - Tangail House no - 410 Kodalia (1st Floor), P.O. : 1900 P.S : + Dist : Tangail.

Md Shafiqul Islam Bhuiyan


24

204 - Sandip Akborhat (Takaful)

Vill: Gasuya P.O: Gasuya P.S: SandipDist: Chittagong.

Joynal Abedin 31/05/2020 Office Space: 500 SftAdvance: Rent: Tk 2,000 /-

25

205 - Sondhip Shiberhat (Takaful)

Amir Hazer Bari, mait Vanga, shiberhat, Sondhip, Chittagong.

Md.Idris Meah 31/03/2020 Office Space: 500 SftAdvance: Rent: Tk 5,500 /-

26

210 - Bhuschi Bazar (Laksam)

Vill: Bhuschi BazarP.O: Choto Sharitpur-3573P.S: Sadar Dakshin Dist:

Comilla.

Kazi Moniruzzaman


27

220 - Chittagong (Metro)

Chowdhury Center (3rd Floor),225/ A, C D A Avinew, Muradpur, Chittagong.

Taslima Nasrin 30/04/2020 Office Space: 1050 SftAdvance: 50,000/-Rent: Tk19,000 /-

28

221 - Cox's Bazar (Metro)

Coxs Bazar Nurul Islam 31/12/2018 Office Space: 900 SftAdvance: Rent: Tk 10,000 /-


29

231 - Chokoria (Metro)

Abdul Motlob Shopping Complex (2nd Floor), Chiringa, Chakaria, Cox'sbaza.

M K Mohammad Miraj

30/04/2021 Office Space: 1300 SftAdvance: 50,000/-Rent: Tk12,000 /-

30


Fardous Wahid 31/07/2019 Office Space: 850 SftAdvance: 24,000/-Rent: Tk 8,000 /-

31

239 - Pekuya (Metro)

Mowlana Jahangir Alam Market, P.O : Pekuya, Chowmohoni, Dist : Coxs Bazar.

Mowlana Mohammad Jahangir Alam


32

248 - Sylhet (Metro)

West World Sopping City (8th Floor) Zollarpar Road, Zindabazar,Sylhet -3100.

Mofik Ahmed Choudhury


33 254 - Wasa (Metro)

M.B Complex (3rd floor) Holding No -90,High Seven Road,Lalkhan Bazar P.O:-

Sadat Amin Mahmud

28/02/2020 Office Space: 700 SftAdvance:

54

Prospectus ofSLICL

Dam para P.S.KhulshiDist : Chittagong

1,40,000/-Rent: Tk13,000 /-

34

256 - Thakurgaon (Metro)

Holding no-512Naresh Chanhan road Thakurgaon Sadar P S + Dist : Thakurgaon

Rashida Begum 30/11/2019 Office Space: 1400 SftAdvance: 27,000/-Rent: Tk9,000 /-

35

260 - Maheshkhali (Metro)

Vill: Gorakgata Ekram Building P.O : Gorakgata P.S.:Maheshkhali Dist : Cox'sBazar

Sahab Uddin 31/01/2021 Office Space: 840 SftAdvance: 60,000/-Rent: Tk5,000 /-

36

262 - B -Baria (Metro)

F.C Tower (3th Floor)Court Road, Brahmanbaria

Md Arif Iqbal 31/12/2019 Office Space: 1800 SftAdvance: 72,000/-Rent: Tk24,000 /-

37

266 - Monohorgonj Bazar

Monohorgonj Bazar P.O + P.S :MonohorgonjDist: Comilla.

Moniruzzaman Chowdhuary


38

271 - Barisal (Metro)

109 Sadar Road (4th Floor) P.O. : Barisal Sadar P.S : Kotwali Model Dist : Barisal.

S.K MD MUSA & SK. MD IDRIS


39

272 - Laldighi (Metro

Gazi Tower (2nd Floor) 47 Laldighi , P.O ; Sada P.S : Kotowali Dist : Chittagong.

Mohammad Saifullah


40

274 - Pirojpur (Metro)

Vill : Charakhali P.O. + P.S : Indurkani Dist : Pirojpur

Md Anayet Hossen 30/09/2019 Office Space: 280 SftAdvance: 10,000/-Rent: Tk1,500 /-

41

273 - Keranihat (Metro)

Vill + P.O. : Keranihat, P.S.: Satkania Dist : Chittagong.

Faridul Alam 30/04/19 Office Space: 1500 SftAdvance: 50,000/-Rent: Tk15,000 /-

42

276 - Hathazari (Metro)

1049,Hathazari City Corporation (3rd floor) P.O. + P.S : Hathazari Dist : Chittagong.

Ahammed Hossain 31/01/2020 Office Space: 1970 SftAdvance: 53,000/-Rent: Tk15,000 /-

43

278- Taraganj (Metro)

Paschim Kursha Dorjipara P.O + P.S :Taraganj Dist: Dinajpur

Md. Sonaulla Sarker

30/06/20 Office Space: 800 SftAdvance: 12,000/-Rent: Tk4,000

44



Al - Nur Jame Moszid (Mahmudul Huqe)


45



M/S Al Aksa Pvt Ltd (Md Abu Nayyem Azad)


46

281 - Kurigram (Metro)

Vill : Goshpara P.O + P.S: Kurigram Sadar Dist : Kurigram

Aklima Khatun 31/10/20 Office Space: 875 SftAdvance: 15,000/-Rent: Tk5,000

47 284 - Mirpur (Metro)

Fair Plaza Plot -C/3 Block -D Road no - 1 P.S.; Shahoali Mirpur -1 ,Dist : Dhaka.

Make Fair & Ltd (On BehalfMd Aga Khan)

31/08/2020 Office Space: 750 SftAdvance: 1,00,000/-

55

Prospectus ofSLICL

Rent: Tk15,000

48

285 - Panchagarh (Metro)

Holding no- 626 Kayatpara P.O: Panchagarh -5000 P.S : Panchagarh Sadar Dist: Panchagarh

Md Jahangir Alam Jhunu


49

294 - Fulgazi (Metro)

492, Fulgazi Trade Center ( 2nd Floor) Main Road P.O + P.S : Fulgazi Dist : Feni.

Kamal Uddin Firoz Md Mostafa Md Ibrahim


50

298 - Jhenaidah (Metro)

House no - 48 Sher -E - Bangla Sarak , P.O. + P.S : Jhenaidah Sada, Dist:Jhenaidah.

Md.Mohiuddin 30/11/2020 Office Space: 1003 SftAdvance: 30,000/-Rent: Tk 6,000

51

299 - Kanchpur (Metro)

Senpara Jame Mosjid Shopping Complex (2nd Floor), P.O : Kanchpur, P.S : Sonargaon, Dist : Narayanganj,

Senpara Jame Mosjid Shopping Complex (Md Abul Khair)

31/08/2023 Office Space: 800 SftAdvance: 1,00,000/-Rent: Tk 10,000/-

52

308 - Kendua

Vill : Coat road P.O +P.S : Kendua Dist : Netrokona

Khan Enterprise (Rafiqul Islam Khan)


Export Possibilities and Obligation:The Company doses not have any product regading exports and local marke, because the company SLICL is a life insurance service provider.

(ix) Competitive conditions in business with names, percentage and volume of market share of major competitors;Competitive Conditions of Business:

The competitive environment in the insurance industry in Bangladesh is quite complex. There are 29 private, 1 nationalized and 2 foreign life insurance companies, having extensive branch networks, holding huge premium deposit and enjoying certain prerogatives. There are the third generation private sector insurance company having comparative large branch networks, reasonable access to technology and market. Therefore, competition is increasing day by day. Although there is much competition in the insurance sector, the Sonali Life Insurance Company Ltd. has earned a notable position in this market through its performance, reliabilities, efficient management, experience and acceptance by its clients.

Market Competitors:

• Zenith Islami Life Insurance Ltd.• Mercantile Islami Life Insurance Ltd.• NRB Global Life Insurance Company Ltd.• Guardian Life Insurance Ltd.• Chartered Life Insurance Company Ltd.• Best Life Insurance Company Ltd.• Protective Islami Life Insurance Co. Ltd.• Swadesh Life Insurance Co. Ltd.• Diamond Life Insurance Co. Ltd.• Alpha Islami Life Insurance Ltd.

Apart from this, as per annual report of the listed companies and audited financial statements of Sonali Life Insurance Company Limited, the turnover and paid up capital are presented below:

S.L Company Name Gross Premium (Taka in crore) Paid-up Capital(Taka in crore)

1. Meghna Life Insurance 428.60 33.522. Pragati Life insurance 231.95 12.143. Padma Life Insurance 108.53 38.89

(x) Sources and availability of raw materials and the Names and address of the principal suppliers and contingency plan in the case of disruption.The Company have not produced anyproducts that using rawmaterials, the company SLICL is a life insurance service provider.

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Prospectus ofSLICL

Contingency plan in case of Disruption of supplier

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

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

The Company does not produce any product usingpower, gas and water. Therefore, it does not require such utilities except for ordinary use in administrative work.

(xii)Names, address(s), telephone number, web address, e-mail and fax number of the customers who account for 10% or more of the company’s products or service with the amount and percentage thereofThe Company has no such customer who contributes 10% or more of the total revenue.

(xiii)Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from whom account for 10% or more of its raw materials or finished goods with the amount and percentage thereofThere are no suppliers who provided 10% or more of it’s raw material/ finished goods.

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

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

Declaration regarding Contract with Principal suppliers or customers

We, on behalf of the Board of Directors certify that Sonali Life Insurance Company Limited did not enter into any contract with its principal suppliers or customers.

Sd/-Mir RAshed bin Aman

Add. MD &Chief Financial Officer


Sd/-Noor-E-Hafza

Chairman

(xv) Description of licenses, registration, NOC and permissions obtained by the Company with issue, renewal and expiry dates

Description of licenses, registrations, NOC and permissions obtained by the issuer with issue, renewal and expiry dates:

Sl.Name of Licenses, registration, NOC and permission

License Issuer/ Issuing Authority

Registration/ certificate/License No./ Permission letter No.

Issue date Date of Renewal

Date of expiry

1 Certificate of Incorporation

Registrar of Joint Stock Companies And Firms C-110085/13 07/07/2013 N/A N/A

2 Trade License Certificate

Dhaka South City Corporation No-02009123 15/07/2013 02/09/2018 30/06/2019

3 Certificate of Registration

Controller of insurance ( Duly renewed by IDRA) Life 02/2013 30/07/2013 1/1/2018 31/12/2018

4 NOC to raise capital through IPO

Insurance Development Regulatory Authority (IDRA)

53.03.0000.031.50.00117.04 Dated:12/12/2017 12/12/2017 N/A N/A

5 Consent for raising paid-up capital

Bangladesh Securities and Exchange Commission(BSEC)

SEC/CI/CPLC-422/2013/2424 July 14,2013 N/A N/A

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

57

Prospectus ofSLICL

Sonali Life Insurance Company Limited does not have any material patents, trademarks, licenses or royalty agreements except as mentioned in the above table.

(xvii) Number of total employees and number of full-time employees

The company has 182full time employees as on June 30, 2018. The detailis given below:

Salary Range (Monthly) CategoryOfficers and Staffs Workers

(Permanent) TotalHead Office Branch

Above Taka 3,000/-Full time Employees 70 112 - 182

Part time employees - - - -

Below Taka 3,000/-Full time Employees - - - -

Part time employees - - - -

Total 70 112 - 182

(xviii) Brief Description of Business strategy

SLICL’s key strategic objectives are to Ensure sustainable growth and modernization of existing facilities with potential for success through

increasing Life insurance premium and valued customer service and transparancy; Achieve global competitiveness and to derive the full benefit of our World class ERPs advantage; Achieve technological superiority in our potential market; Strengthening financial resources; To optimise our shareholders' return/risk profile by ensuring that shareholders' equity continues to reflect

both the volume of business and a corresponding investment policy

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

There is no such capacity in this respect.

(e) Description of Property

(i) Location and area of the land, building, principal plants and other property of the company and the condition thereof;

The company possesses the following fixed assets as on June 30, 2018.

Particulars Location Area ConditionLand NilBuilding NilPrincipal Plant Nil

Other Property

Other property (Furniture 7 fixture, Computer hardware, Office equipment, Electric equipment, Motor vehicles, etc.) of the company is mostly situated at itsExtended Head Office at 68/B, Malibagh, Dhaka and the rest are in the branch offices.

Nil

The entire property is in the possession of the issuer and has retained in good with secure condition.

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

The issuer is the owner of the entire property situated at its extended head office, registered office (one of the branch offices) and other branch offices except floor spaces. The floor space of Extended Head Office at 68/B, Malibagh, Dhaka has taken on rent from Dragon Information and Technology Limited and other branch offices have taken on rent from different parties.

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Prospectus ofSLICL

(iii) Dates of purchase, last payment date of current rent (LvRbv) and mutation date of lands, deed value and other costs including details of land development cost, if any and current use thereof;

The company has no land under its ownership.

(iv) The names of the persons from whom the lands has been acquired/ proposed to be acquired along with thecost of acquisition and relation, if any, of such persons to the issuer or any sponsor or director thereof;

The company does not owned any land property to disclose.

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

The Company does not have such land for which it needs approval from any authority pertaining to use those. (vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge on the property,

with name of the mortgagee;

The company did not give its property to mortgage or other type of charge to any financial institution.

(vii) If the property is taken on lease, the expiration dates of the lease with name of the lessor, principal terms and conditions of the lease agreements and details of payment;

No property is taken on lease except the office premises which are rented for Extended Head office and Branch Offices under operating lease agreement. The detail is shown in the table below:

SlNo Description Location Name of the

lessor

Expiration date of the lease

Principal terms and Condition Remarks

01 1 - Motijheel (Metro)

7 Rajuk Avenue Rupali Bima BhabanMotijheel Dhaka

Rupali Insurance Com Ltd. 30/09/2022

Office Space: 1400 SftAdvance: Rent: Tk 40,000/-

02 2 - Malibagh68/B DIT Road Chowdhury ParaMalibagh Dhaka

Mostafa Golam Quddus 31/12/2021

Office Space: 8300 SftAdvance: Rent: Tk 40,56,500/-

03 3 – Bakulia

Sonar Modina Tower, 4th Floor, Kala Mia Bazar, Bisho Road Tower, Eest Bakalia,Near Anonto Bilash clab, Chittagong.

Md.Firoz Hosain 30/09/2018

Office Space: 950 SftAdvance: 30,000/-Rent: Tk 10,000/-


04 18 – ComillaNahar Plaza 67/58 Nazrul Avenue (4th floor) 2nd Kandipar Comilla.

Md. Ibrahim Miah 30/11/2019


05 21 – Rajshahi

110 no. Karim Super Market (3rd floor), P.O: Ghoramara, P.S: Bowaliya, Dist: Rajshahi.

Zahar Lal Joysoyal 31/03/2019


06 26 - Agrabad (Metro)

Agrabad Center (7th Floor) 2470/A S.K. Mujib Road Agrabad, Chittagong.

Agrabad Center 31/01/2019

Office Space: 1450 SftAdvance: 3,00,000/-Rent: Tk 36,000/-

07 27 - Sugandha

House 170 (2nd Floor) Block - D Road No -2, Sugandha Residential Area PanchlaishChittagong

Sheikh Abdul Motin 31/12/2019

Office Space: 2100 SftAdvance: Rent: Tk 42,000/-

08 39 - Meah Bazar Carnival (2nd Floor) P.O : Saidunnessa 30/06/2022 Office Space: 1050

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Prospectus ofSLICL

Meah Bazar P.S: Chauddagram Dist: Comilla.

SftAdvance:

Rent: Tk 12,000/-

09 49 - Mirza PurBaima Hati, P.O.+ P.S : MirzaPur,Dist :Tangail.

Md. Mosaraf Hossain 30/09/2019

Office Space: 600 SftAdvance:

Rent: Tk 4,500/-

10 62 - Chandanaish

Hazi Shiraj Market (1st floor), boiltoli, Chandanaish, Chittagong.

Md. Selimur Rashid Bhuyan 31/03/2020

Office Space: 100 SftAdvance: 10,000/-

Rent: Tk 1,300/-

11 66 - Kasba (Metro)

Simanta Complex-2, 2nd Floor, Kasba Puratan Bazar,Kasba,B-Baria.

Md. Helal Uddin 31/05/2021

Office Space: 2300 SftAdvance: 2,40,000/-

Rent: Tk 20,000/-

12 75 - Bonpara

Shohid Dr. Aynul Hoque Pourashava Super Market (3rd Floor), P.o :Harara P.O: Boraigram, Dist: Nator.

Mayor Bonpara Pourashava 30/09/2020


Rent: Tk 8330/-

13 78 - Feni (Metro)

Aziz Shopping Center (4th Floor), 189, S.S.K.Road, Feni.

Ayesha Akter 30/04/2020Office Space: 667Sft

Advance: Rent: Tk 21,600/-

14 104 - Laxmipur

Vill : Shomserabad,P.O : Laxmipur , P.S: Laxmipur Sadar, Dist : Laxmipur.

Kamrul Alam Chowdhury 31/12/2020


Rent: Tk 7,000/-

15 135 - Raozan Vill : Sultanpur P.O + P.S : Raozan, Dist : Chittagong.

Mohammed Abul Kashem Chowdhury

30/04/2021


Rent: Tk 4,500/-

16 142 - Netrokona

180/1, Shahor Satpai, P.O.+ P.S. + Dist : Netrokona Jinat Ara Parvin 30/11/2018


Rent: Tk 5,000/-


17158 - Norshingdi (Takaful)

Vill ; Srishtighor (Bus Stand Bazar) P.O : Chaitanya, P.S : Shibpur, Dist : Norshingdi.

Azizul Islam 30/09/2020


Rent: Tk 700/-

18 181 - Rangpur (Metro)

House No -286 Gupto para Station Road Rangpur sadar, Rangpur.

Shah Md Mahafujar Rahman 30/11/2020

Office Space: 1000 SftAdvance: 4,80,000/-Rent: Tk 21,000 /-

19182 - Akborshah (Takaful)

Block I, Koibollodham R/A, Ferozshah, Akborshah, Chittagong

Md. Shahjahan & Rezia Begum 31/12/2020

Office Space: 550 SftAdvance: 50,000/-Rent: Tk 9,000 /-

20 183 - Sandip Town (Takaful)

VIll : Haramia, P.O: Bokterhat P.S: Sondhip, Dist: Chittagong.

Belayet Hossain Abul Kasham & Hashem

28/02/2019


21 185 - Comilla (Metro)

Nahar Plaza 67/58 Nazrul Avenue (8th floor) 2nd Kandipar Comilla.

Md. Ibrahim Miah 31/08/2019


22 191 - Shibpur Jongi Shibpur Bazar Vill: Shawpan 30/09/2018 Office Space: 1350 Sft

Renewal

60

Prospectus ofSLICL

BazarHosen Nogar P.O: Hosen Nogar P.S: Raypura Dist: Norshingdi

MahmudAdvance: Rent: Tk 2,000 /-

Of rent agreement is under process

23 198 - TangailHouse no - 410 Kodalia (1st Floor), P.O. : 1900 P.S : + Dist : Tangail.

Md Shafiqul Islam Bhuiyan 28/02/2020


24204 - Sandip Akborhat (Takaful)

Vill: Gasuya P.O: Gasuya P.S: SandipDist: Chittagong.

Joynal Abedin 31/05/2020

Office Space: 500 SftAdvance: Rent: Tk 2,000 /-

25205 - Sondhip Shiberhat (Takaful)

Amir Hazer Bari, mait Vanga, shiberhat, Sondhip, Chittagong.

Md.Idris Meah 31/03/2020


26 210 - Bhuschi Bazar (Laksam)

Vill: Bhuschi BazarP.O: Choto Sharitpur-3573P.S: Sadar Dakshin Dist:

Comilla.

Kazi Moniruzzaman 31/10/2019


27220 - Chittagong (Metro)

Chowdhury Center (3rd Floor),225/ A, C D A Avinew, Muradpur, Chittagong.

Taslima Nasrin 30/04/2020

Office Space: 1050 SftAdvance: 50,000/-Rent: Tk19,000 /-

28 221 - Cox's Bazar (Metro) Coxs Bazar Nurul Islam 31/12/2018



29 231 - Chokoria (Metro)

Abdul Motlob Shopping Complex (2nd Floor), Chiringa, Chakaria, Cox'sbaza.

M K Mohammad Miraj 30/04/2021


30 235 - BholaHabib Super Market: (4th

Floor) Mohajon Potti sadar Road Bhola

Fardous Wahid 31/07/2019


31 239 - Pekuya (Metro)

Mowlana Jahangir Alam Market, P.O : Pekuya, Chowmohoni, Dist : Coxs Bazar.

Mowlana Mohammad Jahangir Alam

30/06/2019


32 248 - Sylhet (Metro)

West World Sopping City (8th Floor) Zollarpar Road, Zindabazar,Sylhet -3100.

Mofik Ahmed Choudhury 16/07/2019


33 254 - Wasa (Metro)

M.B Complex (3rd floor) Holding No -90,High Seven Road,Lalkhan Bazar P.O:-Dam para P.S.Khulshi

Dist : Chittagong

Sadat Amin Mahmud 28/02/2020

Office Space: 700 SftAdvance: 1,40,000/-Rent: Tk13,000 /-

34256 - Thakurgaon (Metro)

Holding no-512Naresh Chanhan road Thakurgaon Sadar P S + Dist : Thakurgaon

Rashida Begum 30/11/2019


35 260 - Maheshkhali

Vill: Gorakgata Ekram Building P.O : Gorakgata

Sahab Uddin 31/01/2021 Office Space: 840 Sft

61

Prospectus ofSLICL

(Metro) P.S.:Maheshkhali Dist : Cox'sBazar

Advance: 60,000/-Rent: Tk5,000 /-

36 262 - B -Baria (Metro)

F.C Tower (3th Floor)Court Road, Brahmanbaria Md Arif Iqbal 31/12/2019


37266 - Monohorgonj Bazar

Monohorgonj Bazar P.O + P.S :MonohorgonjDist: Comilla.

Moniruzzaman Chowdhuary 28/02/2020


38 271 - Barisal (Metro)

109 Sadar Road (4th Floor) P.O. : Barisal Sadar P.S : Kotwali Model Dist : Barisal.

S.K MD MUSA & SK. MD IDRIS 30/04/2021


39272 - Laldighi (Metro

Gazi Tower (2nd Floor) 47 Laldighi , P.O ; Sada P.S : Kotowali Dist : Chittagong.

Mohammad Saifullah 31/03/2019


40274 - Pirojpur (Metro)

Vill : Charakhali P.O. + P.S : Indurkani Dist : Pirojpur Md Anayet Hossen 30/09/2019


41273 - Keranihat (Metro)

Vill + P.O. : Keranihat, P.S.: Satkania Dist : Chittagong. Faridul Alam 30/04/19


42276 - Hathazari (Metro)

1049,Hathazari City Corporation (3rd floor) P.O. + P.S : Hathazari Dist : Chittagong.

Ahammed Hossain 31/01/2020


43278- Taraganj (Metro)

Paschim Kursha Dorjipara P.O + P.S :Taraganj Dist: Dinajpur

Md. Sonaulla Sarker 30/06/20

Office Space: 800 SftAdvance: 12,000/-Rent: Tk4,000



Al - Nur Jame Moszid (Mahmudul Huqe)

30/06/19


45



M/S Al Aksa Pvt Ltd (Md Abu Nayyem Azad)

30/06/19


46281 - Kurigram (Metro)

Vill : Goshpara P.O + P.S: Kurigram Sadar Dist : Kurigram

Aklima Khatun 31/10/20


47 284 - Mirpur (Metro)

Fair Plaza Plot -C/3 Block -D Road no - 1 P.S.; Shahoali Mirpur -1 ,Dist : Dhaka.

Make Fair & Ltd (On BehalfMd Aga Khan)

31/08/2020

Office Space: 750 SftAdvance: 1,00,000/-Rent: Tk15,000

48 285 - Panchagarh (Metro)

Holding no- 626 Kayatpara P.O: Panchagarh -5000 P.S : Panchagarh Sadar

Md Jahangir Alam Jhunu


62

Prospectus ofSLICL

Dist: Panchagarh

49 294 - Fulgazi (Metro)

492, Fulgazi Trade Center ( 2nd Floor) Main Road P.O + P.S : Fulgazi Dist : Feni.

Kamal Uddin Firoz Md Mostafa Md Ibrahim

31/01/2020


50298 - Jhenaidah (Metro)

House no - 48 Sher -E - Bangla Sarak , P.O. + P.S : Jhenaidah Sada, Dist:Jhenaidah.

Md.Mohiuddin 30/11/2020

Office Space: 1003 SftAdvance: 30,000/-Rent: Tk 6,000

51299 - Kanchpur (Metro)

Senpara Jame Mosjid Shopping Complex (2nd Floor), P.O : Kanchpur, P.S : Sonargaon, Dist : Narayanganj,

Senpara Jame Mosjid Shopping Complex (Md Abul Khair)

31/08/2023

Office Space: 800 SftAdvance: 1,00,000/-Rent: Tk 10,000/-

52308 - Kendua Vill : Coat road P.O +P.S :

Kendua Dist : Netrokona

Khan Enterprise (Rafiqul Islam Khan)

31/07/2020


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

The company has no plant and machineries.

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

The Companyhas no plan to buy machineries.

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

There are no such machineries which are yet to be delivered.

(x) If plant is purchased in brand new condition then it should be mentioned;SLICL is a life insurance service provider; it has no plant.(xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if any, including the age of the machineries, balance estimated useful life, etc. as per PSI certificates of the said machineries as submitted to the Commission; The Company has no re-conditioned or second-hand plant & machinery and does not have any future plan to buy re-conditioned or second-hand plant & machinery.

(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to the commission;

Physical Verification Report by the issue managers of Sonali Life Insurance Company Limited

This is to certify that we have visited the registered office and Extended Head Office of Sonali Life Insurance Company Limited on October 01, 2018. Visited and Accompanied by:

Particulars Name & Designation Company

Visited by:


ICB Capital Management Ltd.Swapna RoySenior Executive OfficerIrin Perveen Binte FaruquePrincipal Officer

: Ahmed Yousuf AbbasChief Executive Officer Agrani Equity & Investment Limited

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Prospectus ofSLICL

: Abu Anas Ibne HoqueSenior Principal Officer

Accompanied by : Mir Rashed Bin AmanAdd. MD &Chief Financial Officer

Sonali Life Insurance Company LimitedMd. Rafe-Uz-ZamanCompany Secretary

Purpose of visit:SLICL signed an issue management agreementon 01 October,2018with ICB Capital Management Limited (ICML) and Agrani Equity & Investment Limited (AEIL) for listing its shares in the stock exchanges of the country through Initial Public Offering (IPO). In this respect, the management team of ICML& AEIL visited the Extended Head Office and Registered Office as a part of due diligence of issue manager on 01 October, 2018 in order to get the operational status of the company before public issue of shares.

Registered Office:The registered office of the Company is located at Rupali Bima Bhaban, 7, Rajuk Avenue, Dhaka-1000.

Extended Head office:The Extended Head office of the Company is located at 68/B (Level- 02-03), Malibagh, Dhaka.

Nature of Business:The Company is engaged in the ordinary life insurance, pension and group insurance business since its incorporation. The Company offers a wide variety of life insurance products which fulfils the requirements of present and prospective policyholders of Rural and urban People of Bangladesh.

64

Prospectus ofSLICL

Principal products and services:The products and services of the Company are as follows:

Sl Principal Products Plan Name

1. General Life Insurance

Endowment Assurance Plan With ProfitsAnticipated Endowment Assurance Plan - 3 Stage With ProfitsAnticipated Endowment Assurance Plan - 5 Stage With ProfitsOrdinary Insurance Plan Without ProfitsMoney Back Term Insurance Benefit With Profit GrantedChild Protection Assurance Plan with ProfitsEducation Expense Assurance Plan with ProfitsOrdinary Endowment Insurance With ProfitsSingle Premium Insurance Plan Without ProfitsAssurance Cum Pension Plan Without ProfitsDenmohar Bima With ProfitsHajj Bima With ProfitsMonthly Savings Assurance Plan With ProfitMonthly Savings Micro Insurance Plan With Profit

2. Group Insurance

3. Islami Life Insurance (Takaful)

Endowment Assurance Plan With ProfitsAnticipated Endowment Assurance Plan - 3 Stage With ProfitsAnticipated Endowment Assurance Plan - 5 Stage With ProfitsChild Protection Assurance Plan with ProfitsSingle Premium Insurance Plan Without ProfitsAssurance Cum Pension Plan Without ProfitsDenmohar Bima With ProfitsHajj Bima With ProfitsMonthly Savings Assurance Plan With ProfitMonthly Savings Micro Insurance Plan With Profit

Description of Property:The property of this company is the rented office premises and other fixed assets. We have identified the properties of Sonali Life Insurance Company Ltd. as follows:

1)1400 square feet of floor space for Registered Office situated at Rupali Bima Bhaban7, Rajuk Avenue, and Dhaka-1000. This floor space is rented fromSonali Life Insurance Company Limited and per month, rent is BDT. 40,000.00. 15,015 square feet of floor space of Extended Head Office situated at 68/B, Malibagh, Dhaka. The company possesses the following fixed assets as on June 30, 2018.

Sl. No. Name of Assets1 Furniture & fixture2 Computer hardware3 Office equipment4 Electric equipment5 Motor vehicles6 Office decoration7 Telephone installation8 Signboard9 Computer software

65

Prospectus ofSLICL

Both of the offices are well decorated with having modern facilities such as lift, reception and adequate space for the employees.During our visit we found the employees working there.We communicated with several employees of the Company and they expressed their satisfaction about the office environment. We have found a signboard of the Company in front of entrance. During the course of visit, we have found office equipment, furniture & fixtures, electrical equipment and others in the office premises are in good condition.

2) Land: TheCompany has no land under its ownership.

3) Factory Building& Machinery: As SLICL is an insurance service provider, it has no factory building and machineries.

It is also mentionable here that during our visit, we also checked Inventory register of Stamps and found satisfactory.

Signboard:The signboard of the Company is well displayed at the registered office and Extended Head Office premises and there are no other Office/Factory within the said office premises.

Sd/-(Irin Perveen Binte Faruque)

Principal Officer

Sd/-(Swapna Roy)

Senior Executive Officer

Sd/-(Md. Sohel Rahman)

Chief Executive Officer (Additional Charge)

Sd/-(Abu Anas Ibne Hoque)Senior Principal Officer

Sd/-(Ahmed Yousuf Abbas)Chief Executive Officer

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

The Company does no posses any intellectual property right. It has only an intengible asset “Computer Software” for doing the business operation, which is properly accounted and reflected in our financial statements and assets schedule according to BAS 38. The company maintaining all formalities in this regard legally holds the computer software.

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Prospectus ofSLICL

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

The details of other properties are stated in the following table –(Amount in BDT)

Sl. No. Name of AssetsWritten down value as on 30 June

2018 (as per audited accounts)

1 Furniture & fixture 12,727,341.002 Computer hardware 9,067,610.003 Office equipment 4,502,876.004 Electric equipment 9,238,228.005 Motor vehicles 57,574,464.006 Office decoration 11,720,355.007 Telephone installation 412,212.008 Singboard 586,430.009 Computer software 41,466,010.00

Total 147,295,526.00

(f) Plan of Operation and Discussion of Financial Condition:

(i) If the issuer has not started its commercial operation, the company’s plan of operations for the period which would be required to start commercial operation which shall, among others, include:-a) Projected financial statements up to the year of commercial operation;b) Rationale behind the projection; c) Any expected significant changes in the issuer's policy or business strategies;d) Detail plan of capital investment with break-up;e) Summary of feasibility report, etc.

Not Applicable.

(ii) If the issuer had been in operation, the issuer’s revenue and results from operation, financial position and changes in financial position and cash flows for the last five years or from commercial operation, which is shorter, shall be furnished in tabular form which shall, among others, include the following information:

Revenue and results from operation Amount In Taka

Particulars 30-Jun-2018 ( 6 Months) 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

IncomeBalance of Fund at the beginning of the year 253,073,934 57,496,791 102,272,380 80,922,292 9,865,910 -

Premium Less Re-Insurance:First Year Premium 228,198,992 308,335,029 117,087,531 53,816,499 41,920,525 17,547,242Renewal Premium 50,074,308 60,306,649 38,544,624 22,453,615 583,340 -

Group Insurance Premium 2,707,627 38,882,907 39,841,328 160,109,817 108,663,000 -Gross Premium 280,980,927 407,524,585 195,473,483 236,379,931 151,166,865 17,547,242

Less: Re-insurance Premium 623,654 1,804,007 814,829 416,316 220,894 18,467Net Premium 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775

Interest, Dividend and Rents 14,096,839 33,060,314 30,748,911 30,422,610 29,781,437 9,395,965Other Income 443,303 5,759,184 373,571 136,927 85,940 43,435Total Income 547,971,349 502,036,867 328,053,517 347,445,444 190,679,258 26,968,175

Expediture

67

Prospectus ofSLICL


Claims Under Policies (Including Provision For Claims due or intimated), less re-insurance:

30,054,729 34,570,434 108,801,233 126,940,585 33,165,000 -

Expense of ManagementCommissions:Commissio to Insurance agents 29,686,853 42,770,131 26,914,448 25,339,120 23,613,100 7,490,928Allowances and commissions (Other than commission including in sub-item (a) preceding)

17,228,717 19,660,054 11,981,240 8,100,766 6,358,683 2,498,463

Salaries 25,397,773 51,419,450 42,600,606 21,571,078 16,740,015 4,935,686Development salaries and allowance 22,665,580 15,420,971 11,122,053 11,197,354 7,840,004 -

Development incentive 626,201 1,279,659 201,766 81,812 72,717 -Travelling and conveyance 82,753 358,613 252,899 232,761 110,368 34,136Directors Fees 156,000 240,000 230,000 240,000 110,000Audit Fees 25,000 36,250 27,500 25,000 25,000 25,000Actuary Fees 1,150,000 - - - - -Medical Fees 354,507 713,806 267,550 189,397 59,490 3,770Legal and professional fees - 80,000 225,000 55,750 83,880 -Insurance policy stamp 1,000,000 2,500,000 1,100,000 725,000 720,000 -Advertisement and promotional expense - 147,346 932,116 1,231,316 585,500 537,150

Office Rent 11,182,852 28,080,258 15,239,687 12,305,894 7,493,575 30,000Printing and Stationary 926,767 4,086,456 1,673,116 909,035 714,094 354,338Bank Charges 1,267,564 1,629,465 955,552 437,220 638,348 -Financial Expenses 319,020 8,557,682 10,719,705 4,427,692 - 11,484Brokerage Commission 18,036 13,695 - - - -Foreign currency loss 7,771 25,932 - - - -Repairs and Maintenance 92,915 399,983 190,596 347,392 216,221 339,662Service Maintenance 1,007,598 1,148,601 834,333 624,000 - -Fuel, Oil Generator 34,125 87,880 55,530 40,524 - 14,430Car Fuel, Maintenance & Repairs 56,485 885,566 727,218 387,597 270,388 -

Papers, Periodicals and Books 5,310 85,880 93,250 59,950 48,940 2,690Telephone, Fax and Internet 726,903 1,341,055 1,247,770 1,587,644 1,054,646 114,573Electricity & Utility Expenses 2,180,899 3,512,715 2,660,260 1,858,780 666,548 75,469Training and Recruitment Expenses 18,000 8,750 590,500 224,734 13,853 -


Entertainment 5

83,362 283

,517 377,

264 281,

513 209

,801 75

,776 Insurance premium (General)

228,898

383,468

246,223

112,850

196,710

-

Postage and Courier 1

96,100 305

,897 138,

858 128,

049 51

,963 3

,465 Business Development Expenses

331,768

2,833,029

1,475,462

1,912,781

1,001,473

-

Prizes and Awards 152,000

651,206

225,630

15,000

68

Prospectus ofSLICL

72,000 - Company Registration (Renewal) Fees

-

786,781

1,133,543

529,084

75,436

Stamps & Forms

30,000 62

,790 27,

285 50,

240 43

,264 13

,815 Fees, Subscriptions and Donation

330,000

2,065,228

1,032,050

259,362

101,658

-

Meeting, Seminar & Symposium

398,900

1,624,527

1,544,979

202,011

73,637

99,021

Uniform 241

,500 36,

230 5,

250 -

-

Conference -

481,250

-

-

-

-

Written Off pre-incorporation expense

-

2,123,525

-

-

-

-

Fair Expense -

-

-

-

-

9,040

Reserve for unexpired risk -

-

5,270,007

Refreshment & Recreation 7,3

71,919 2,090

,500 683,

330 -

9,378

Provision for Commission expense for outstanding premium

-

857,281

766,484

581,319

-

-

Provision for change in value of investment in shares

-

-

-

10,349,672

84,160

-

Depreciation on Fixed Asset 10,3

56,646 15,611

,008 17,529,

877 11,394,

902 7,303

,494 423

,991 Balance of Fund at the end of the period/year

381,799,398

253,073,934

57,496,791

102,272,380

80,922,292

9,865,910

Total 547,971

,349 502,036,8

67 328,053,51

7 347,445,44

4 190,679,2

58 26,968,1

75

Statement Of Finanacial Position

Particulars 30-Jun-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Capital and Liabilities Shareholders' Equity Authorised Capital:

100,000,000 ordinary shares of Tk. 10 each

1,000,000,000 1,000,000,000

1,000,000,000

1,000,000,000

1,000,000,000

1,000,000,000

Issued Subscribed And Paid-Up 28,500,000 ordinary shares of Tk. 10 each fully paid up in cash

285,000,000

180,000,000

180,000,000

180,000,000

180,000,000

180,000,000

Statutory deposit by the shareholders 15,000,000

15,000,000

15,000,000

15,000,000

15,000,000

15,000,000

Balance Of Funds And Accounts

Life Insurance Fund 381,799,398

253,073,934

57,496,790

102,272,380

80,922,292

9,865,910

69

Prospectus ofSLICL


LIABILITIES AND PROVISIONS Estimated Liabilities in respect of outstanding claims, whether due or intimated

23,074,350

39,601,500

46,266,000

13,820,000

13,800,000

-

Amount due to other persons or bodies carrying on insurance business

477,846

-

22,876

95,418

49,853

9,234

Sundry Creditors 10,322,022

80,960,512

127,470,124

80,489,150

33,281,514

18,324,051

Lease Finance -

-

-

1,747,202

4,361,972

-

Reserve for unexpired risk -

-

5,270,007

-

-

-

Premium Deposits 226,222

235,547

143,543

150,320

157,458

88,081

Provision for share value fluctuation account

-

-

1,290,469

10,433,832

84,160

-

TOTAL EQUITY AND LIABILITIES

715,899,838

568,871,493

432,959,810

404,008,302

327,657,249

223,287,276

PROPERTY AND ASSETS INVESTMENT (AT COST) Statutory deposit with Bangladesh Bank

15,000,000

15,000,000

15,000,000

15,000,000

15,000,000

15,000,000

Share listed on stock exchange

16,066,291

-

-

35,301,380

13,946,542

-

Bangladesh Govt. Treasury Bond

33,800,000

33,800,000

28,800,000

-

-

-

Other Investment 76,321,227

67,941,949

38,171,551

23,925,329

-

Outstanding Premium 19,972,699

19,325,713

11,872,647

5,813,187

1,037,186

1,079,361

Interest, Dividends And Rents Accruing but not due

30,393,981

24,813,171

15,631,740

8,300,427

3,392,332

1,404,000

Advances, Deposits and Sundry Debtors

25,462,867

26,683,258

17,581,180

13,068,086

7,316,855

3,057,835

Pre-incorporation expense -

-

2,123,525

2,123,525

2,123,525

2,123,525

CASH AND OTHER BANK BALANCES

Fixed deposits with Banks and Financial Institutes

223,760,000

221,260,000

216,500,000

217,700,000

240,900,000

180,000,000

Short term deposit with Banks

124,148,499

54,641,468

11,766,421

5,529,326

3,480,092

121,209

Current Account with Banks

781,350

773,759

640,014

232,560

7,920

12,290

Savings Account with Banks

454,709

8,786,186

6,412

6,727

11,667

-

Cash in hand 2,364,127

938,847

1,782,108

1,351,576

660,581

507,488

OTHER ACCOUNTS

70

Prospectus ofSLICL

Stamps, Printing and Stationary in hand

78,562

84,567

41,752

638,239

28,814

398,766

Fixed Assets 105,829,516 73,819,320 45,403,326 38,713,066 25,683,557 10,862,791

Intangible Assets 41,466,010

21,003,255

27,639,134

36,304,873

14,068,178

8,720,010

TOTAL ASSETS 715,899,838

568,871,493

432,959,810

404,008,302

327,657,249

223,287,276

CASH FLOW STATEMENT AS FOLLOWSParticular 30-Jun-18

(6 Months) 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13Cash flow from operating activities

Collection from premium 27

9,700,962 117

,570,136 188,

592,418 231,

180,475 151,

057,523 16,5

37,494

Other Income

443,303

204,892

373,573

136,927

85,940 18,3

67,486

Payment for Claims (46

,581,879) (13,

950,194) (76,

355,233) (126,

920,585) (19,

365,000) -

Payment for management expense, commission, re-insurance and others

(167,603,481)

(112,470,596)

(106,854,348)

(58,210,128)

(53,733,325)

(20,125,641)

Tax Paid

(571,343) -

-

-

-

-

Interest, Dividends and Rents received

8,516,029

6,489,998

23,417,598

25,514,515

27,793,105

7,991,965

Net cash flow from operating activities

73,903,591

(2,155,764)

29,174,007

46,186,689

78,045,138

14,779,339

Cash flow from investing activities

Acquisition of Fixed assets

(89,349,597)

(9,232,700)

(15,554,398)

(46,661,107)

(27,472,428)

(20,006,792)

Pre-incorporation expense

-

-

-

-

-

(2,123,525)

Other Investment (23

,463,371) -

35,301,380

(23,925,329)

-

Statutory deposit to Bangladesh Bank

-

-

-

-

-

(15,000,000)

Investment In shares

(982,198) -

(14,246,221)

(21,354,838)

(13,946,542)

-

Bangladesh Govt. Treasury Bond (BGTB)

-

(9,402,151)

(28,800,000)

-

Net cash flows from financing activities

(113,795,166)

(18,634,851)

(23,299,239)

(66,426,760)

(13,625,865)

(29,138,352)

Cash Flows From Financing Activities

Shareholders Security (BGTB)

-

-

-

-

-

15,000,000

Capital Introduced 10

5,000,000 -

-

-

-

180,000,000

Net cash flows from financing activities

105,000,000

-

-

-

-

195,000,000

Net increase/ (decrease) in cash and cash equivalents

65,108,425

(20,790,615)

5,874,768

(20,240,071)

64,419,273

180,640,987

Cash and cash equivalents at the

286,400,260

230,694,955

224,820,189

245,060,260

180,640,987

71

Prospectus ofSLICL

beginning of the year - Cash and cash equivalents at the end of the year

351,508,685

209,904,340

230,694,957

224,820,189

245,060,260

180,640,987

Changes in financial positionParticular 30-Jun-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13Share Capital- paid up

285,000,000.00

180,000,000.00

180,000,000.00

180,000,000.00

180,000,000.00

180,000,000.00

Balance Of Life Fund381,799,398.0

0253,073,934.0

0 57,496,790.00 102,272,380.00 80,922,292.00 9,865,910.00

a) Internal and external sources of cash;(Amount in BDT)

Particulars 30-06-2018 31-12-2017 31-12-2016 31-12-2015 31-12-2014 31-12-2013

Internal Source of CashShare Capital* 285,000,000 180,000,000 180,000,000 180,000,000 180,000,000 180,000,000Life Insurance Fund 381,799,398 253,073,934 57,496,791 102,272,380 80,922,292 9,865,910Sub Total: 666,799,398 433,073,934 237,496,791 282,272,380 260,922,292 189,865,910 External source of CashPremium Deposit 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775Sub Total: 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775Grand Total : 947,156,671 838,794,512 432,155,446 518,235,995 411,868,263 207,394,685

*Cash Received against capital raised after Balance Sheet date (As per return submitted to RJSC dated (09/06/2018) for an amount of TK. 105,000,000 within the existing shareholders/sponsors /directors.

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

SLICL has no other material commitments for capital expenditures.

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

We have used the accounting heads according to our Audited accounts to represent the changes mentioned in the above clause.

Amount in Taka

Particular30-Jun-

2018 (6 months)

31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Gross Premium 280,980,927

407,524,585

195,473,483

236,379,931

151,166,865

17,547,242

Year to year changes in gross premium -31% 108% -17% 56% 761% N/A

Net Premium 280,357,273

405,720,578

194,658,655

235,963,615

150,945,971

17,528,775

Year to year changes in Net premium -30% 108% -17% 56% 761% N/A

Other Income 443,303 5,759,184 373,571 136,927 85,940 43,435Year to year changes in Other Income -92% 1441% 72%% 59% 97% N/A

Operating Expense 76,970,299 97,000,619 147,696,921

160,380,471 63,136,783 9,989,391

Year to year changes in Operating Expense -21% -34% -8% 154% 532% N/A

Management Expense 89,201,652 151,962,314

122,859,805 84,792,593 46,620,183 7,112,874

Year to year changes in management expense -41% 24% 45% 81% 555% N/A

72

Prospectus ofSLICL

Balance Of Life Fund 381,799,398

253,073,934 57,496,791 102,272,38

0 80,922,292 9,865,910

Year to year changes in Balance of life fund 51% 340% -43% 26% 720% N/A

Causes for changes in year to year changes in revenue (%) Not applicable

73

Prospectus ofSLICL

Causes for changes in COGS to revenue (%)

Not applicable

Causes for changes in Gross premium (%)

Due to changes in marketing policy and undertaking of sone new visions for improving our business, volume of premium collection increasecd subsequently which affected the gross premium during the period.Causes for changes in Net Premium (%) As net premium is calculated after deducting re-insurance charge from gross premium, due to change in re-insurance charge amount, net premium was also veried from period to period.

Causes for changes in operating expenses (%)

Due to increase business volume, agency commission was also increased and claims were settled. As a result operating expense was also increased period to period.

Causes for changes in Management expenses (%)

Due to increase business volume, management expenses also increased. As a result financial expense was also increased period to period

Causes for changes in Other Income (%)

Due to change in interest rate, interest income was changed during the period. Other income comprised of late fees,sale of proposal form and crockeries etc. which were also varied period to period.The company included ‘Provissin for un-expired risk’ reserve in the other income which is the reason for sudden change in other income percentage in the year of 2017.

Causes for changes in Balance of life fund (%) Due to increase business volume, decrease management expense and increase investment income, Balance of life fund was also increased period to period.

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

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

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

There are no known trends, events or uncertainties that may affect on the future business of the Companyexcept followings:1. Changes in government policy 2. Political unrest situation 3. Natural calamities.

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

No assets of the Company have been used to payoff any liabilities of the Company from the inception to till 30 June, 2018.

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

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

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

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

74

Prospectus ofSLICL

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

The Companydoes not have any plan for capital expenditure in near future other than disclosed in section XXIIunder the head of “Use of Proceeds”.

(j) Any VAT, income tax, customs duty or other tax liability which is yet to be paid, including any contingent liabilities stating why the same was not paid prior to the issuance of the prospectus. Updated income tax status for the last 5 years or from commercial operation, which is shorter;

VAT

The Company has VAT registration number 19011087443

The company does not have to pay VAT on its regular life insurance business. However, it has outstanding amounting to TK. 125,483, which has arisen due to deduction from various suppliers bills, and full amount has subsequently been deposited to the government treasury after the balance sheet date.Income tax Income Tax liability is created on the basis of surplus of Actuarial Valuation Report as per 4 th schedule 2b method of Income tax ordinance 1984. The company has submitted tax return for the five years from the accounting year 2013 to 2017.

Accounting Year Assessment Year Status2013 2014-2015

TAX return has submitted to LTU and Assessment is under process.

2014 2015-20162015 2016-20172016 2017-20182017 2018-2019

Contingent Liability

The company has no contingent liability for the last five years.

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

Sonali Life Insurance Company does not have any financial commitment during the last five years except following finance lease agreement:

Particulars Lease Agreement for Head OfficeLessor South Bangla Agriculture & Commerce Bank Ltd.Lessee Sonali Life Insurance Company LimitedNature of Agreement Financial Lease agreement Date of Lease Agreement June 11, 2014Effective Date of Tenancy June 1, 2014Period of Lease 2 (Two) Years from the 1st disbursementDate of Lease Expiration May 31, 2016Description of lease finance Purchase of 5 reconditioned Toyota cars for Head Office.Monthly Installment BDT 2,58,036 per month

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

The Company has planned to implement attractive compensation plan and is alsooffering festival bonus for attracting highly skilled professional staff with high degree of integrity, as it considers the human resources as the most valuable assets. In order to enhance and advance the professional ability and Knowledge of the employees, regular training programs are organized. Other Personnel related scheme is given below:

Scheme Status

Festival Bonus : Employees are given festival bonus in Eids equivalent to one-month gross salary in a year.

Provident Fund To be Introduced

75

Prospectus ofSLICL

Allowances :

According to performance and pay scale, allowances are given for expenses such as house rent, conveyance, medical expense, car maintenance and mobile phone facility.

Maternity Benefit : Females Employees are entitled to maternity benefit up to the birth of two children.

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

SL Particulars Rate Amount in Tk.

1Manager to the issue fees 1% of the public offering amount(including

premium) 1,900,000.00

VAT against Issue Management Fee @ 15% on the Issue Management Fee 285,000.00

2

Listing Related Expenses:Application Fee for Stock Exchanges Tk. 50,000 for each exchanges 100,000.00

Listing Fee for DSE & CSE

0.25% on Tk. 100 million of paid-up capital and 0.15% on the rest amount of paid-up capital; minimum Tk. 50,000 and Maximum Tk. 10 milion for each exchanges

1,625,000.00

Annual Fee for Stock Exchanges

0.05% on BDT 100 million of paid-up capital and 0.02% on the rest amount of paid-up capital; minimum BDT 50,000 and Maximum BDT 6 lacs for each Exchange

250,000.00

3BSEC FeesApplication Fee Tk. 50,000 (non-refundable) 50,000.00Consent Fee 0.40% on the public offering amount 760,000.00

4

IPO Commission/Expenses:Underwriting Commission 0.50% on the underwritten amount 332,500.00Credit Rating Fee At actual 80,500.00Auditors' Certification Fee At actual 500,000.00

5

CDBL Fees and Expenses:Security Deposit of Eligible Securities Having paid-up capital upto Tk. 50 crore 400,000.00

Documentation Fee At actual 2,500.00Annual Fee Having paid-up capital above Tk. 20 crore 100,000.00Connection Fee At actual 6,000.00

IPO Fees 0.015% of IPO size+0.015% of Pre-IPO paid up capital 71,250.00

7

Printing, Publication and Others:Publication of Prospectus Estimated 800,000Abridged version of Prospectus and Notice in 4 daily newspaper

Estimated 900,000

Notice for Prospectus, Lottery, Refund etc. in 4 daily newspaper

Estimated 300,000

SL Particulars Rate Amount in Tk.Lottery Conducting Expenses & BUET Fee

Estimated 1,000,000

76

Prospectus ofSLICL

Data Processing andShare Software Charge Estimated 2,000,000

Courier expenses Estimated 300,000Stationeries and Other Expenses Estimated 250,000

Total 12,012,750.00NB: The cost of the above mentioned IPO expenses may vary and will be adjusted accordingly

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

No assets of the issuer have been revaluated till 30 June, 2018.

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

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

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

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

Sonali Life Insurance Company does not have any operating relation with any group of companies.

77

Prospectus ofSLICL

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

To whom it may concern

Dated: 15 September 2018.

All requirements of the relevant laws and regulatory requirements of its primary regulator have been adhered to by the issuer.Declared by the Board of Directors of Sonali Life Insurance Company Limited:


Chairman


Vice chairman

Sd/-K. M. Farookh



Director


Director


Director


Director


Director

Sd/-Mr. Omar Khayum

Director


Director


Director


Director



Sd/-Quazi MoniruzzamanIndependent Director

Sd/-Md. Nurun Nabi


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

This is to certify that Sonali Life Insurance Company Limited has not allotted any shares for consideration other than in cash to any person up to 30 June 2018.

D ate: 6 August 2018Place: Dhaka

Sd/-Ahmad Akhtar

CharteredAccountants

(s) Any material information, which is likely to have an impact on the offering or change the terms and conditions under which the offer has been made to the publicOther than information disclosed in this prospectus, there is no material information, which is likely to have an impact on the offering or changes in the terms and conditions under which the offer has been made to the public.

78

Prospectus ofSLICL

(t) Business strategies and future plans - projected financial statements shall be required only for companies not startedcommercial operation yet and authenticated by Chairman,two Directors, Managing Director, CFO, and CompanySecretary:Business StrategiesSLICL’s key strategic objectivesThe Company’s strategic objective is to improve and consolidate its position in the insurance industry with a continuous growth philosophy. The major focus of the Company is to enhance value creation through delivering insurance product to wide range of clients. In order to achieve the objective the Company has been adopted the following strategies:

Marketing strategy

Emphasize service and support. Increase market share. Reinforce a market image as the finest service provider in the industry. Forecast customer needs

Financial strategy

Focusing on profit. Maintaining transparency and integrity on financial transaction. Focusing on controlling of cost. Budgeting and variance analysis Financial risk analysis

Operational excellence strategy

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

Strategy for business competivenessSonali Life Insurance Company Limited has been driven by client need for reducing business risk. By satisfying client demand on time and proper service, it has gained on competitive advantage over the others competitors.

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

Future planIn persuasion of aforesaid Strategies of Sonali Life Insurance Company Limited has been set forth the following plan to be implemented in future:

Expansion of business

Development of human resourses

New product development

Broaden marketing base

Enhance a client base

Adopt new technology

Focusing on long term financial benefit of the Company. Accordingly the net proceeds from Initial Public Offering (IPO) will be used for as described in section-xxii under the head “Use of Proceeds”.

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Prospectus ofSLICL

Pricing strategy

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

(u) Discussion on the results of operations shall inter-alia contain the following(1) A summary of the past financial results after adjustments as given in the auditor’s report containing significant items of income and expenditureThere was no significant adjustment given in the auditor’s report containing significant items of income and expenditure during the last financial year. Summary of the financial results and operations are presented below:

Amount in Taka

Particulars Year ended30-Jun-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Non-Current Assets 502,287,249 403,909,091 371,514,010 367,582,888 309,598,277 14,582,801

Current Assets 212,296,590 134,962,402 61,445,799 36,425,414 18,058,972 8,704,474

Total Assets 714,583,839 568,871,493432,959,80

9 404,008,302 327,657,249 23,287,275

Shareholders' Equity 285,000,000 180,000,000 180,000,000 180,000,000 180,000,000 180,000,000

Current Liabilities & Provisions 34,100,439 120,797,559 180,463,01

9 106,735,922 51,734,957 18,421,366

Life Revenue Fund 380,483,398 253,073,934 57,496,791 102,272,380 80,922,292 9.865,909

Gross premium 280,980,927 407,524,585 195,473,483 236,379,931 151,166,865 17,547,242

Net premium 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775

Other income 443,303 5,759,184 373,571 136,927 85,940 43,435,

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

Major items of Income

Particulars Year ended

30-Jun-18( 6 months) 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-14

Net Premium 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775

Other Income 443,303 5,759,184 373,572 136,927 85,940 43,435

Major items of expenditure

Particulars Period ended

30-Jun-18 ( 6 months) 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-14

Operating expenses 76,970,299 97,000,619 147,696,921 160,380,471 63,136,783 9,989,391Management Expense 89,201,652 151,962,314 122,859,805 84,792,593 46,620,183 7,112,874

*Operating expense comprised of commission and Claims under policies

(3) The income and sales on account of major products orservices

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Prospectus ofSLICL

Gross Premium Percentage (%) Gross Premium Percentage

(%) Gross Premium Percentage (%) Gross Premium Percentage

(%) Gross Premium Percentage (%)

Gross Premium

Percentage (%)

Ordinary Life 273,320,398 97% 361,719,478 89% 152,139,774 78% 73,791,768 31% 41,492,355 27% 17,547,242 100%

Takaful 4,952,902 2% 6,922,200 2% 3,492,381 2% 2,478,346 1% 1,011,510 1% -

Group Insurance Premium 2,707,627 1% 38,882,907 10% 39,841,328 20% 160,109,817 68% 108,663,000 72% -

Total 280,980,927 100% 407,524,585 100% 195,473,483 100% 236,379,931 100% 151,166,865 100% 17,547,242 100%

Particulars2018 (6 Months) 2017 2016 2015 2014 2013

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

There was no such other income that constitutes 10% or more of the total income.

(5) If a material part of the income is dependent upon a single customer or a few major customers, disclosure of this fact along with relevant data. Similarly if any foreign customer constitutes a significant portion of the issuer’s business, disclosure of the fact along with its impact on the business considering exchange rate fluctuationsThe Company has no material part of incomedependent upon a single customer or a few major customers.

(6) In case the issuer has followed any unorthodox procedure for recording sales and revenues, its impact shall be analyzed and disclosed. The Company SLICL has not followed any unorthodox procedure for recording of sales and revenues.

(v) Comparison of recent financial year with the previous financial years on the major heads of the profit and loss statement, including an analysis of reasons for the changes in significant items of income and expenditure

.Particular 30-Jun-2018 (6 months) 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Gross Premium 280,980,927 407,524,585 195,473,483 236,379,931 151,166,865 17,547,242Year to year changes in gross premium -31% 108% -17% 56% 761% N/A

Net Premium 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775Year to year changes in Net premium -30% 108% -17% 56% 761% N/A


Operating Expense 76,970,299 97,000,619 147,696,921 160,380,471 63,136,783 9,989,391Year to year changes in Operating Expense -21% -34% -8% 154% 532% N/A

Management Expense 89,201,652 151,962,314 122,859,805 84,792,593 46,620,183 7,112,874Year to year changes in management expense -41% 24% 45% 81% 555% N/A

Balance Of Life Fund 381,799,398 253,073,934 57,496,791 102,272,380 80,922,292 9,865,910Year to year changes in Balance of life fund 51% 340% -43% 26% 720% N/A

Causes for changes in year to year changes in revenue (%)

Not applicable

Causes for changes in COGS to revenue (%)

Not applicable

Causes for changes in Gross premium (%)

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Prospectus ofSLICL

Due to changes in marketing policy and undertaking of sone new visions for improving our business, volume of premium collection increasecd subsequently which affected the gross premium during the period.

Causes for changes in Net Premium (%) As net premium is calculated after deducting re-insurance charge from gross premium, due to change in re-insurance charge amount, net premium was also veried from period to period.

Causes for changes in operating expenses (%)


Causes for changes in Management expenses (%)

Due to increase business volume, management expenses also increased. As a result financial expense was also increased period to period



Causes for changes in Balance of life fund (%) Due to increase business volume, decrease management expense and increase investment income, Balance of life fund was also increased period to period.

Analysis of reasons for the changes in significant items of income and expenditure:

(1) Unusual or infrequent events or transactions including unusual trends on account of business activity, unusual items of income, change of accounting policies and discretionary reduction of expenses etc.There have been no transactions or events in the past which was considered unusual or infrequent.

Changes in accounting policiesThere is no change(s) in the accounting policies of the Company during last five years.

(2) Significant economic changes that materially affect or are likely to affect income from continuing operationsThere are no significant economic changes that materially affect or are likely to affect income from continuing operations.

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

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

(4) Future changes in relationship between costs and revenues, in case of events such as future increase in labor or material costs or prices that will cause a material change are known;Any event such as increase in labor or material costs or prices will not affect the operational result of the Company. Therefore, with the passages of time, number ofpolicies and amount of net premiumsare also expected to increase in normal course of operation and for introduction of new products or services.

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Prospectus ofSLICL

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

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

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

Considering the business nature of SLIC, the Company is assumed to operate in insurance industry as life sector. The turnover is considered here as premium income as nature of turnover in insurance industry is different compared to other industry‟s turnover. According to Bangladesh Insurance Association, the total premium income (total turnover) of life insurance companies is

Taka in billionYear Total turnover (Total premium income)2016 Tk.75.062015 Tk.83.272014 Tk. 70.772013 Tk. 66.082012 Tk. 65.872011 Tk. 62.812010 Tk.58.54

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

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

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

The business of the Company is not dependent on any seasonal aspects.

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

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

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

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

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

There was no injunction or restraining order from any Court of Law or competent authority during the entire life of the Company’s business.

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Prospectus ofSLICL

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

Technology

The Company SLIC has maintained up to date technology at their both head office and branch offices. All the computers are connected through LAN. There are available broad band internet connections as well as wifi connectivity with every computer. The Company is using latest version of software in its official works. The office premises is under covered by CCTVfor security purpose. There are sufficient numbers of intercom, fax, photocopy machine, priner machine etc for supporting the management for their official work.

MarketInsurance sector of Bangladesh is not properly developed and it is fragmented also. Cost of service and competition in distribution is also high. Despite the challenges, this sector has potentiality due to rate of penetration is high. Contribution GDP by premium income is also very low and it is only 0.43%. There are 32 life Insurance Companies are operating in this sector. Though the completion is high, but demand for insurance service is rising day by day due to business scope is increasing to minimize risk. Bangladesh is a developing country which GDP growth rate is approximately 6.5% to 7.0%. The insurance sector has huge potentiality to be developed in this country due to our economic development.The market size for insurance service has been increasing over the past one decade due to business opportunity and scope is also expanding in our country. Bangladesh has a large market for the insurance business.Asindustry grows, the demand for skilled professionals will rise. The rise of the industry shall also create positive impact for creating employment opportunity.

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

Capacities build upThe Company enhanced its capacity in respect of capital, business and human resources over the year since incorporation. Initially the paid up capital was Tk 18 crore at the time of starting the business. Now as on 30 June 2018, the paid up capital is BDT 28.5 crore. In the same period business volume of the Company and capacity of human resources has also increased significantly. It is expected that, after rising of paid up capital business scope will be increased more.

(aa) Changes in accounting policies in the last three yearsThere is no change(s) in the accounting policies of the Company during last three years.

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Prospectus ofSLICL

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

Declaration regarding significant developments subsequent to the last financial yearThis is to certify that in our opinion and to the best of our knowledge there has not arisen any circumstances since the date of the last financial statements as disclosed in thisprospectus and which materially and adversely affect or is likely to affect the trading or profitability of Sonali Life Insurance Company Limited or the value of its assets, or its ability to pay its liabilities within the next twelve months.


Chairman


Vice chairman

Sd/-K. M. Farookh



Director


Director


Director


Director


Director

Sd/-Mr. Omar Khayum

Director


Director


Director


Director



Sd/-Quazi Moniruzzaman Independent Director

Sd/-Md. Nurun Nabi


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

The audited financial statements of the Company for period ended on 30 June, 2018 (Half yearly) has been disclosed in the prospectus.The 2nd quarterly unaudited financial statements of the Company, i.e, 1 July 2018 to 31 December 2018 will be submitted as per requirement of the Bangladesh Securities and Exchnage Commission (Public Issue) Rules, 2015 in due course.

(dd) Factors that may affect the results of operations;

There are no factors that may affect the results of operations except followings

Govt. Policy change pertaining to this industry; Political unrest; Natural calamities etc.

CHAPTER VII: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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Prospectus ofSLICL

a) Overview of business and strategies:

Overview of business: The Company was incorporated on 7th July 2013 under the Companies Act 1994 as a public company limited by shares for carrying out life insurance business and was granted Certificate of Commencement of business on 7th July 2013.The Company obtained the Certificate of Registration from the Insurance Development and Regulatory Authority (IDRA) on July 30, 2013 under Insurance Act 2010.

The company is engaged in life insurance business and has no subsidiary.

The information in respect of its business operation:

Since its establishment on 7th July 2013 the company has within a short span of time established itself as one of the most reputed and trustworthy life insurance companies in private sector of the country. Selective customer service, underwriting of liabilities and prompt settlement of claims have contributed towards building up a very respectable image of the company within the business community. Together with utmost transparency and customer service orientation, it has implemented the country’s first fully integrated ERP system based on life insurance which has made its operations and activities streamlined, highly productive, efficient and cost effective.

SLICL’s Strategies

Ensure sustainable growth and modernization of existing facilities with potential for success through increasing life insurance premium.

Achieve global competitiveness and to derive the full benefit of our world clas ERP system; Achieve technological superiority; Strengthening financial resources;

(b) SWOT analysis:

A SWOT analysis is a structured planning method that helps to evaluate the strengths, weaknesses, opportunities and threats involved in a business venture. It identifies the internal and external factors that affect business venture. Strength and Weakness are evaluated with internal factors whereas Opportunity and Threat are evaluated by external factors. The SWOT analysis of the company is as follows:

Strengths

Experienced Board of Directors Experienced management Sound financial records Good track record for claim settlement Sound marketing policy No loan liabilities

Weaknesses

Low market share Enlistment is not wide range A very few advertisement

Opportunities

Increasing Market Diversified capital structure Branding the Company Iimproving future profitability;

Threats

Huge competition Unhealthy industry policy Tendency of avoidness Low premium rate High rate of re insurance

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Prospectus ofSLICL

(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue or sales, other income, total income, cost of material, finance cost, depreciation and amortization expense, other expense; changes of inventories, net profit before & after tax, EPS etc.

Particular 30-Jun-2018 (6 months)

31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Gross Premium 280,980,927 407,524,585 195,473,483 236,379,931 151,166,865 17,547,242Year to year changes in gross premium -31% 108% -17% 56% 761% N/A

Net Premium 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775Year to year changes in Net premium -30% 108% -17% 56% 761% N/A


Operating Expense 76,970,299 97,000,619 147,696,921 160,380,471 63,136,783 9,989,391Year to year changes in Operating Expense -21% -34% -8% 154% 532% N/A

Depreciation 10,356,646 15,611,008 17,529,877 11,394,902 7,303,494 423,991Year to year changes in Depreciation 33% 10% 51% 56% 1622% N/A

Inventory 78,562 84,567 41,752 638,239 28,814 398,766

Year to year changes in Inventory -7% 103% -93% 2115% -93% N/A

Balance Of Life Fund 381,799,398 253,073,934 57,496,791 102,272,380 80,922,292 9,865,910Year to year changes in Balance of life fund 51% 340% -43% 26% 720% N/A

Causes for changes in year to year changes in revenue

Not applicable

Causes for changes in COGS to revenue

Not applicable

Causes for changes in Gross premium

Due to changes in marketing policy and undertaking of sone new visions for improving our business, volume of premium collection increasecd subsequently which affected the gross premium during the period.

Causes for changes in Net Premium As net premium is calculated after deducting re-insurance charge from gross premium, due to change in re-insurance charge amount, net premium was also veried from period to period.

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Prospectus ofSLICL

Causes for changes in operating expenses


Causes for changes in Depreciation

The company purchased a huge amount of fixed asst which stated on the fixed asset schedule of the audit report 31 st

December, 2014.

Causes for changes in InventoryDue to change in marketing policy and business vision for improving documentation, there was some huge purchase of stamps and printing stationary which caused fluctuation in inventory percentage.



Causes for changes in Balance of life fund Due to increase business volume, decrease management expense and increase investment income, Balance of life fund was also increased period to period.

Earnings per ShareN/A

(d) Known trends demands, commitments, events or uncertainties that is likely to have an effect on the company’s business.There are no known trends demands, commitments, events or uncertainties that are likely to have an effect on the Company‟s business except the followings:

Changes in relevant Govt. policies Political unrest Natural calamities

(e) Trends or expected fluctuations in liquidityThere are no trends or expected fluctuations in liquidity.

(f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial conditionThere are no off-balance sheet arrangements those have or likely to have a current or future effect on financial condition.

CHAPTER VIII: DIRECTORS AND OFFICERS:

(a) Name, Father’s name, age, residential address, educational qualification, experience and position of each of the directors of the company and any person nominated or represented to be a director, showing the period for which the nomination has been made and the name of the organization which has nominated him/her;

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Prospectus ofSLICL

Particulars of Directors

SL #

Name of the Directors

Father's name Age Residential

addressEducational qualification Experience

Position in the

company

Name of the Institutions

and Duration for Nominated

Director

01 Mrs. Noor-E-Hafza

Md. Asaduzzaman 64

Dream Castle, House # 7,

Road# 4Gulshan-1,Dhaka-1212

M.Sc 36 Chairman -

02Mrs. Fauzia Qumrun Tania

Mostofa Golam

Quddus35

House #2/3, Road#03,Banani,

Dhaka-1213B.Sc (Hon’s),

M.Sc 11 Vice-Chairman -

03

K.M Farookh (Nominee director of Rupali Insurance Company Ltd.)

Abdul Hamid Mazumder

-

H-Dream Castle, D/1, Holding# 7,

Road# 4, Gulshan# 1,

Dhaka.

B.A 42 Director

Rupali Insurance Company Limited

(Sponsor director for

30 years)

04Mr. Sheikh Mohammed Danial

Sheikh Abdul Matin 33

House – 4, Road-06, Khulshi, Chittagong.

B.A (Hon’s) 10 Director -

05Mrs. Shafia Sobhan Chowdhury

Zafar Ullah Chowdhury 36

House-69, Road-07, Block-F,

Banani , Dhaka-1213

B.A (Hon’s) 10 Director -

06 Mrs. Kamrun Nahar

Late Sheikh Abdul

Khaleque55

House#808, Road#24,Block

#F,Bashundhara, Dhaka

B.Sc (Hon’s) 30 Director -

07 Mrs. Maya Rani Roy

Late Bidhu Bhushan

Saha48

House- 67, Road-07, Block-F,

Banani, Dhaka-1213.

M. A 18 Director -

08Mr. Sheikh Omar Faruque

Ferozur Rahman 46

Yakub nagar, (South jangal) Sultanpur, B-

Baria sadar, B-Baria B.A (Hon’s)

25 Director -

09 Mr.Omar Khayum

Ferozur Rahman 40

My heart Sukrabad, House-8/1,

Sukrabad, Dhaka B.A (Hon’s)

18 Director -

10 Mr. Ahmed Rajeeb Samdani

Enamuzzam Chowdhury

45 House-9, Road-12, Block-SW(B)

Gulshan-1, M.A

22 Director -

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Prospectus ofSLICL

Dhaka-1212.

11 Mrs. Hazera Hossain

Late Rabi Ullan 39

18/ B, East Raza Bazar, Tejgaon,

DhakaB.A (Hon’s) 10 Director -

12 Mrs. Hoda Ali Selim

Ali Selim Ahmed 40

1858, Sarder Ali Lane,

Mohammed zaman Road, Mosque Goli,

Pachlaish, Chittagong.

M.Sc in Computer science

15 Director -

13Honufa Akter Rikta

Md. Habibullah Ansari

32

Bashura, Uttar Padua,

Choddogram, Comilla

LLB (Hon’s) 10Independent

Director -

14 Quazi Miniruzzaman

Late Quazi Mohiuddin 65

South Rupsi, rupsi, Rupgonj, Narayanganj

B.com 40Independent

Director -

15 Md. Nurun Nabi

Sultan Ahmmed 72

House# 18, Road# 3, Post# Chakbazar, PS# Panchlash, Chittagong.

Ph.D 50Independent

Director -

(b) The date on which he first became a director and the date on which his current term of office shall expireDirectorship tenure in the Company;

Sl. No. Name of the Directors First date appointment as Director

Date of Expiry of Current Term as director

01 Mrs. Noor-E-Hafza 07 July, 2013 7th AGM in 202002 Mrs. Fauzia Qumrun Tania 07 July, 2013 7th AGM in 2020

03 K.M Farookh (Nominee director of Rupali Insurance Company Ltd.) 07 July, 2013 7th AGM in 2020

04 Mr. Sheikh Mohammed Danial 07 July, 2013 7th AGM in 202005 Mrs. Shafia Sobhan Chowdhury 07 July, 2013 7th AGM in 202006 Mrs. Kamrun Nahar 07 July, 2013 7th AGM in 202007 Mrs. Maya Rani Roy 07 July, 2013 7th AGM in 202008 Mr. Sheikh Omar Faruque 07 July, 2013 7th AGM in 202009 Mr.Omar Khayum 07 July, 2013 7th AGM in 202010 Mr. Ahmed Rajeeb Samdani 07 July, 2013 7th AGM in 202011 Mrs. Hazera Hossain 07 July, 2013 7th AGM in 202012 Mrs. Hoda Ali Selim 07 July, 2013 7th AGM in 202013 Honufa Akter Rikta 27 september, 2018 7th AGM in 202014 Quazi Miniruzzaman 27 september, 2018 7th AGM in 202015 Md. Nurun Nabi 27 september,2018 7th AGM in 2020

(c) If any director has any type of interest in other businesses, names and types of business of such organizations. If any director is also a director of another company or owner or partner of any other concern, the names of such organizations;

Directors’ interest in other Business

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Prospectus ofSLICL

Name of the Directors Position in SLICL

Directorship/Sponsorship/Ownership with other companies Position held

Mrs. Noor-E-Hafza Chairman Farnoor Garments Limited Director

Mrs. Fauzia Qmrun Tania Vice Chairman

Imperial Sweater Industries LtdDragon Sweater and Spning Limited, Bangladesh

Managing DirectorDirector

K. M. Farookh

Nominee Director Of


Rupali Insurance Company LiimitedFarnoor Garments Ltd.

DirectorManaging Director

Mr. Sheikh Mohammed Danial Director

Mirage Agro Complex.Mirage GroupFineness Aparal limited

DirectorDirector

Managing Director

Mrs. Shafia Sobhan Chowdhury Director

Perag Socks Industries LtdDragon Sweater and Spning Limited, Bangladesh

DirectorDirector

Mrs. Kamrun Nahar Director K.S.Z Properties Limited Director

Mrs. Maya Rani Roy Director Uttara Finance & Investment Company Limited Alternate Director

Mr. Sheikh Omar Faruque Director

Hotel Eram Int` LtdHotel Peacock Ltd Olio Filling StationGolden Dragon LtdHotel Olio Int Araf Danial De Olio Center

DirectorDirector

Proprietor & CEODirectorDirector

Proprietor

Mr.Omar Khayum Director

Hotel Eram Int` LtdHotel Peacock LtdF. R Orbit International Limited.Golden Dragon LtdHotel Olio Int

DirectorDirector


Mr. Ahmed Rajeeb Samdani Director Golden Harvest Agro Industries Limited. Managing Director

Mrs. Hazera Hossain Director Manna GroupHannan Desh Wear

DirectorDirector

Mrs. Hoda Ali Selim Director

Intraco Refueling Station Ltd Intraco Renewable Energy Ltd Intraco Power Ltd Intraco Ready-mix Ltd Intraco Developers LtdIntraco Water World Ltd.

DirectorManaging DirectorManaging DirectorManaging DirectorManaging DirectorManaging Director

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Prospectus ofSLICL

Honufa Akter Rikta Independent Director Not connect ed with any company N/A

Quazi Moniruzzaman Independent Director

Max sweater limitedRupali Insurance company Limited


Md. Nurun Nabi Independent Director Icon College, UK Principle

(d) Statement of if any of the directors of the issuer are associated with the securities market in any manner. If any director of the Issuer Company is also a director of any issuer of other listed securities during last three years then dividend payment history and market performance of that issuer

Neither any of the directors of SLICL is associated with the securities market in any manner nor is a director of any issuer of other listed securities except the followings:

Name of the Listed Company

Name of the Directors of the

Issuer are Associated with

Dividend Payment History2016-2017 2015-2016 2014-2015

Stock Dividen

d

Cash Dividend

Stock Dividend

Cash Dividend

Stock Dividend

Cash Dividend

Dragon Sweter spinning Limited Bangladesh

Mrs. Fauzia Qumrun Tania

15% - 15% - - -Mrs. Shafia Sobhan Chowdhury

Uttara Finance & Investment Company Limited

Mrs. Maya Rani Roy- 30% - 30% 10% 20%

Golden Harvest Agro Industries Limited

Mr. Ahmed Rajeeb Samdani 10% - 10% - 10% -

Intraco Refueling Station Ltd Mrs. Hoda Ali Selim

- - - - - -

Market Performance of the above listed securities based on last audited accounts of the Respective Companies are as

followsSl. Particulars Name of the Company

Dragon Sweter spinning Limited

Uttara Finance & Investment Company Limited

Golden Harvest Agro Industries Limited

1 Listing Year 2016 1997 2013

2 Listing Category A A A

3 Authorized Capital BDT 1500 (mn) BDT 5000 (mn) BDT 2000 (mn)

4 Paid Up Capital BDT 1322.50 (mn) BDT 1252.2 (mn) BDT 1090.09 (mn)

5 Reserve & Surplus BDT 503.2 (mn) BDT 4448.1 (mn) BDT 782.6 (mn)

6 Net Profit After Tax BDT 145.58 (mn) BDT 907.71 (mn) BDT 187.05 (mn)

7NAV per Share (Fy 2017) 15.94 49.74 22.2

8 EPS (Fy 2017) 1.27 7.25 1.89

9 Year High * BDT 50.3 (Fy 2018) BDT 76.3 (Fy 2018) BDT 38 (Fy 2018)

10 Year Low Price* BDT 16.8 (Fy 2018) BDT 62.3 (Fy 2018) BDT 31.6 (Fy 2018)11

Closing Price as on 09/11/2018 BDT 28.30 BDT 62.5 BDT 31.60

12 Market Cap BDT 3623.650 (mn) BDT 7788.714 3390.177

13 P/E on 08/11/2018 16.98 (Using basic EPS ) 10.03(Using basic EPS ) 24.37(Using basic EPS )

92

Prospectus ofSLICL

14Closing Price/NAV

1.07 ( Closing price as on 31 de,2017 is 17.1 and NAV on this date is 15.94)

1.46 (Closing price, as on 31 dec 2017 was 72.70 Tk. And NAV was on that date 49.74)

1.9 ( Closing price as on 31 dec 2017 was 42.6 and NAV was on that date 22.10)

Source: DSE monthly review as on 09 November 2018 and DSE website * Price as per DSEmonthly review,November

(e) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s father, spouse’s mother, spouse’s brother, spouse’s sister) among the directors and top five officers;There are no family relationships among the top five Officers and directors except the followings.

Sl. No. Name of Director Position Relationship

1. Mrs. Noor-E-Hafza Chairman Spouse Of K.M Farookh.

2. Mrs. Fauzia Qumrun Tania Vice-Chairman Spouse Of Mir Rashed Bin Aman

3. K.M. Farookh(Nominated director of Rupali Insurance Company Ltd.) Director Husband Of Mrs. Noor-E-Hafza

4. Mr. Sheikh Omar Faruque Director Brother Mr.Omar Khayum.

5. Mr.Omar Khayum Director Brother Mr.Sheikh Omar Faruque.

6. Mrs. Nargis Mahmuda Shareholder Sister Mr.Sheikh Omar Faruque and Mr.Omar Khayum.

7. Ajit Chandra Aich Managing Director No family relation with other Directors.

8. Mir Rashed Bin Aman Additional Managing Director & CFO Husband of Mrs. Fauzia Qumrun Tania.

9. Md. Rafe-uz-zaman Company Secretary and HR No family relation with other Directors.

10. Bikash Chandra Biswas GM, Underwriting Department No family relation with other Directors.

(f) A very brief description of other businesses of the directors

Brief descriptions of other business of the directors are given below:

Name of the Directors Position in SLICL

Directorship/Sponsorship/Ownership with other companies Brief Description

Mrs. Noor-E-Hafza Chairman Farnoor Garments Limited RMG products and Knitting

Mrs. Fauzia Qmrun Tania Vice Chairman Imperial Sweater Industries Ltd

Dragon Sweater and Spning Limited, BangladeshTextile and RMGTextile and RMG

K. M. Farookh

Nominee Director Of Rupali Life Insurance Company Limited

Rupali Life Insurance Company LiimitedFarnoor Garments Ltd.

Life Insurance CompanyRMG products and Knitting

Mr. Sheikh Mohammed Danial Director

Mirage Agro Complex.

Fineness Aparal limited

Agro Based Business

Denim clothing business

93

http://192.168.4.2/PayRollUI/SpecialIncrement.aspx?id=1064

http://192.168.4.2/PayRollUI/SpecialIncrement.aspx?id=1064

Prospectus ofSLICL

Mrs. Shafia Sobhan Chowdhury Director

Perag Socks Industries LtdDragon Sweater and Spning Limited, Bangladesh Socks Business

RMG and Textile

Mrs. Kamrun Nahar Director K.S.Z Properties Limited Real state Business

Mrs. Maya Rani Roy Director Uttara Finance & Investment Company Limited Financial Institution

Mr. Sheikh Omar Faruque Director

Hotel Eram Int` LtdHotel Peacock Ltd Olio Filling StationGolden Dragon LtdHotel Olio Int Araf Danial De Olio Center

Hotel BusinessHotel BusinessOil And CNG filling stationRestaurent Hotel BusinessHotel and restaurent

Mr.Omar Khayum Director

Hotel Eram Int` LtdHotel Peacock LtdF. R Orbit International Limited.Golden Dragon LtdHotel Olio Int

Hotel BusinessHotel BusinessIT company Restaurent Hotel Business

Mr. Ahmed Rajeeb Samdani Director Golden Harvest Agro Industries Limited. Agro Based Business

Mrs. Hazera Hossain Director Manna Group Textile

Mrs. Hoda Ali Selim Director

Intraco Refueling Station Ltd Intraco Renewable Energy Ltd Intraco Power Ltd Intraco Ready-mix Ltd Intraco Developers LtdIntraco Water World Ltd.

CNG and Refuiling stationOil energy Oil and energy RMGDeveloping businessWater business

Honufa Akter Rikta Independent Director Not connect ed with any company N/A

Quazi Moniruzzaman Independent Director

Max sweater limitedRupali Insurance company Limited


Md. Nurun Nabi Independent Director Icon College, UK Principal

(g) Short Bio Data of the Directors

Noor-E-Hafza, ChairpersonNoor-E-Hafza is the Chairman of the company. She holds post graduate degree from Rajshahi University. She completed diploma in Food & Nutrition from the University of Dhaka. She obtained diploma degree from the University Of London School Of Arts. She served as personnel officer in Bangladesh Chemical Industries Corporation (BCIC). She was involved in private practice with Dr. M.Q.K Talukder as a junior consultant for 4 years. She worked as chief nutritionist in National nutrition council for 3 years. She is a Director of Farnoor Garments Limited over 30 years. Fauzia Quamrun Tania, Vice ChairpersonFauzia Quamrun Tania is the Vice Chairman of the Company. She holds BSc Hons. as well as post graduate degree in Business Management and Mathematics from Glasgow University UK, with excellent academic track record. She is the Managing Director of Imperial Sweater Industries Ltd. and She is also a Director of Dragon Sweater Bangladesh Limited.

K.M. Farookh, DirectorRupali Insurance Company Ltd is one of the top General Insurance Company of the country. Rupali Insurance Company Limited is a Director of Sonali Life Insurance Company Limited which is represented by Mr. K.M Farookh who is a Director of Rupali Insurance Company Ltd. He is the founder and Chairman of Farnoor Garments Ltd.

S Mohammad Danial, Director

94

Prospectus ofSLICL

Sheikh Mohammad Danial is a Director of the Company. After Graduation from the University of Canberra, as a young entrepreneur he has founded Mirage Agro Complex, which has expanded its operations from fresh produce exports to food grain and commodity trading. He is also a Director of Mirage Group, which has interest in Ready-Made-Garments, trading, and real estate.

S Sobhan Chowdhury, DirectorShafia Sobhan Chowdhury is a Director of the Company. After Graduating from University of Florida with top honour she has been successfully contributing towards various businesses that she is involved in. She is the Director of Perag Socks Industries Ltd., Dragon Sweater Bangladesh Ltd. and Dragon Sweater and Spinning Ltd.

A Rajeeb Samdani, DirectorAhmed Rajeeb Samdani is a Director of the Company. He is a Managing Director of Golden Harvest Group and the founder and trustee of Samdani Art Foundation. He is also the founding committee member of Tate Museum, United Kingdom, South Asia Acquisition Committee. He is the Secretary General of the Bangladesh Human Rights Foundation. He has started his career as a commodity broker with Stemcor. Over the years, his company, Golden Harvest has expanded its businesses into Information Technology, Commodities, Logistics, Food processing, Agriculture, Aviation business, Real Estate and Insurance business.

Hazera Hossain, DirectorMrs. Hazera Hossain is a Director of the Company. After graduating from AIUB, she has served in different corporate houses in Bangladesh. She was a Director of Famous spinning mills. She is also a Director of Hannan Desh Wear.

Sheikh Omar Faruque, DirectorSheikh Omar Faruque is a Director of the company. He is involved in different types of Businesses. He is a Director of Hotel Eram Int` Ltd and Hotel Peacock Ltd. He is a proprietor of Olio International.

Omar Khayum, Director

Omar Khayum is a Director of the company. After graduating from Westminister Business School, he is involved in different businesses. He is a Director of Hotel Eram Int` Ltd and Hotel Peacock Ltd. He is also a proprietor & CEO of F. R Orbit International Limited.

Kamrun Nahar, DirectorMrs. Kamrun Nahar is a Director of the company. She is involved in Real Estate business. She is a Director of K.S.Z Properties Limited.

Maya Rani Roy, Director

Maya Rani Roy is a Director of the Company. She holds a Master of Arts Degree from Jagannath University. She served in different corporate houses. She was an Alternate Director of Uttara Finance & Investment Company Limited. She was a member of different voluntary welfare organizations in the country.Hoda Ali Selim, DirectorMrs. Hoda Ali Selim is a Director of the Company. She holds post graduation degree from National University. She is involved in different types of business. She is a Director of Hotel Agrabad Limited. She is also a Managing Director of Intraco Ready Mix Limited

Honufa Akter RiktaHonufa Akter Rikta is an Independent Director of the Company. She holds a L.L.B Degree from Bangladesh bar accusation. She was a member of different voluntary welfare organizations in the country.

Quazi Moniruzzaman Mr. Quazi Moniruzzaman, one of the Independent Directors of the Company, he is the director of different type of business organization in this country. He is the managing director of Max Sweaters and Rupali Insurance Company ltd.

Professor Nurun NabiProfessor Nurun Nabi one of the Independent Directors of the Company, He holds MBA (Henley at Oxon), PhD (London), Certificate in SBM (Harvard), FInstLM, MPDSE,he was a member of different voluntary welfare organizations and educational organization in the country..(h) Loan status of the issuer, its directors and shareholders who hold 10% or more shares in the paid-up capital of

95

Prospectus ofSLICL

the issuer in terms of the CIB Report of Bangladesh BankNeither SLICL nor any of its Sponsors or Directors or shareholders who hold 10% or more shares in paid-up capital of the SLICL is a loan defaulter in terms of the CIB Report of the Bangladesh Bank.

(i) Name with position, educational qualification, age, date of joining in the company, overall experience (in year), previous employment, salary paid for the financial year of the Chief Executive Officer, Managing Director, Chief Financial Officer, Company Secretary, Advisers, Consultants and all Departmental Heads. If the Chairman, any director or any shareholder received any monthly salary than this information should also be included;

Particulars of Top Executives & Departmental heads of the Company including Consultants & Advisers

Name PositionDate of

Joining in the

company

Age

EducationalQualificatio

n

Overall Experience (in year)

Salary paidPrevious

employment01 Jan- 30 Jun, 2018 (06

month)01 Jan- 31 Dec, 2017

Ajit Chandra

Aich

Managing Director 15.07.2013 54 Masters 33 2,010,000.00 4,020,000.0

0

Shandhani Life

insurance co.Ltd

Mir Rashed Bin Aman

Additional Managing Director &

CFO

01.07.2013 33 Masters 17 1,980,000.00 3,600,000.00

Rupali Insurance

Co.Ltd

Md. Rafe-uz-zaman

Company Secretary and HR

02.09.2013 28

MBA (HRM & Marketing)

and Chartered Secretaries

(Level-2)

8 222,000.00 360,000.00 Robi Axiata (Sales team)

Bikash Chandra Biswas

GM, Underwriting Department

01.06.2014 47 Masters 23 302,400.00 432,000.00Delta Life insurance

co. ltd

Shah Abu Khair

AGM, Finance & Accounts Division

08.01.2014 37 Masters 13 252,020.00 554,400.00Rupali

Insurance Co.Ltd

Md. Golam Mostofa

Head of IT & AGM 01.12.2013 30 Masters 13 282,000.00 480,000.00 Forest green

Rajesh Aich

Senior Manager,

Development Admin Division

01.01.2014 32 Bachelor 17 205,220.00 334,800.00

Shandhani Life

insurance co.Ltd

Polly Rani Sarker

Manager, Policy

Services Division

07.09.2013 32 Masters 6 148,800.00 235,200.00 -

Sanjoy Chakrabort

y

Manager , Claim And

Group Insurance

01.09.2013 29 Masters 6 187,200.00 307,200.00 -

Muttakin Islam Mukta

Head of Training 25.11.2017 55 Masters 28 514,500.00 720,000.00

CharteredLife Insurance Co.

Ltd

Adviser SLICL has no adviser

Consultant SLICL has no consultant

Apart from this, no other director including Chairman, or any shareholder of the Company do not receive any monthly Salary from the Company.

(j) Changes in the key management persons during the last three years. Any change otherwise than by way of

96

Prospectus ofSLICL

retirement in the normal course in the senior key management personnel particularly in charge of production, planning, finance and marketing during the last three years prior to the date of filing the information memorandum. If the turnover of key management personnel is high compared to the industry, reasons should be discussed;

During the last three years, in the management of SLICL no any major change has happend.

97

Prospectus ofSLICL

(k) A profile of the sponsors including their names, father’s names, age, personal addresses, educational qualifications, and experiences in the business, positions or posts held in the past, directorship held, other ventures of each sponsor and present position;

SL #

Name of the Sponsor's

Father's name Age

Personal address Educational qualification

Exp. in the

business

Position /Posts held in the past

Directorship held

Status of the Sponsor in other ventures and position

Name of the Company Position

01

Mrs. Noor-E-Hafza

Md. Asaduzzaman 64

Dream Castle, House # 7, Road# 4Gulshan-

1,Dhaka-1212M.Sc 36 Chairman Since

inception Farnoor Garments Limited Director

02 Mrs. Fauzia Qumrun Tania

Mostofa Golam Quddus 35

House #2/3, Road#03,Banani,Dhaka

-1213

B.Sc (Hons), M.Sc 11 Vice-

ChairmanSince

inception

Imperial Sweater Industries LtdDragon Sweater and Spning

Limited, Bangladesh


03

K. M. Farookh (Nominee Director of Rupali Insurance Company Ltd)

Abdul Hamid mozumder 72

Dream Castle, House # 7, Road# 4Gulshan-

1,Dhaka-1212 B.A 37 DirectorSince

inception

Farnoor Garments Limited

Rupali Insurance Company Ltd

Managing Director

Director.

04

Mr. Sheikh Mohammed Danial

Sheikh Abdul Matin 33 House – 4, Road-06,

Khulshi, Chittagong.BBA,

Graduation 10 DirectorSince

inception Mirage Agro Complex.

Mirage GroupFineness Aparal limited

DirectorDirector

Managing Director

05

Mrs. Shafia Sobhan Chowdhury

Zafar Ullah Chowdhury

36House-69, Road-07,

Block-F, Banani , Dhaka-1213

BBA, Graduation 10 Director

Since inception

Perag Socks Industries LtdDragon Sweater and Spning

Limited, BangladeshDirectorDirector

06 Mrs. Kamrun Nahar

Late Sheikh Abdul Khaleque 55

House#808, Road#24,Block

#F,Bashundhara, Dhaka-1209.

BSc hons 30 DirectorSince

inception K.S.Z Properties Limited Director

07 Mrs. Maya Rani Roy

Late Bidhu Bhushan Saha

48

House- 67, Road-07, Block-F, Banani,

Dhaka-1213.Masters in

Arts 18 DirectorSince

inception Uttara Finance & Investment Company Limited Alternate Director

98

Prospectus ofSLICL

08 Mr. Sheikh Omar Faruque

Ferozur Rahman 46

Yakub nagar, (South jangal) Sultanpur, B-Baria sadar, B-Baria BBA 25 Director Since

inception

Hotel Eram Int` LtdHotel Peacock LtdOlio Filling StationGolden Dragon Ltd

Hotel Olio IntAraf Danial De Olio Center

DirectorDirector


Proprietor

09 Mr.Omar Khayum

Ferozur Rahman 40

My heart Sukrabad, House-8/1, Sukrabad,

Dhaka B.A Hons 18 Director Since inception

Hotel Eram Int` LtdHotel Peacock Ltd

F. R Orbit International Limited.Golden Dragon Ltd

Hotel Olio Int

DirectorDirector


10 Mr. Ahmed Rajeeb Samdani

Enamuzzam Chowdhury 45

House-9, Road-12, Block-SW (B) Gulshan-

1, Dhaka-1212. MBA 22 Director Since inception

Golden Harvest Agro Industries Limited.

Samdani Art FoundaonAlvina Samdani Trust

Chief Executive Officer and Managing

DirectorFounderFounder

11 Mrs. Hazera Hossain Late Rabi Ullan 39 18/ B, East Raza

Bazar, Tejgaon, Dhaka BBA 10 DirectorSince

inception Manna GroupHannan Desh Wear

DirectorDirector

12 Mrs. Hoda Ali Selim

Ali Selim Ahmed 40

1858, Sarder Ali Lane, Mohammed zaman Road, Mosque Goli,

Pachlaish, Chittagong.

MSC in Computer science

15 Director Since inception

Intraco GroupIntraco Renewable Energy Ltd

Intraco Power LtdIntraco Ready-mix LtdIntraco Developers Ltd

Intraco Water World Ltd.

Managing DirectorManaging DirectorManaging DirectorManaging DirectorManaging Director

13.Honufa Akter Rikta Md. Habibullah

Ansari 32 Bashura, Uttar Padua, Choddogram, Comilla

LLB Hons 10 Independent Director

AGM 2018Not connected with any company N/A

14.Quazi Moniruzzaman Late, Quazi

Mohiuddin 65 South Rupsi,Rupsi, Rupgonj, Narayangonj B.com 40 Independen

t DirectorAGM 2018

Max Sweaters Limited



15. Md. Nurun Nabi Sultan

Ahmmed 72H-18. R-3, p-

Chakbazar,PS-Panchlash, Chittagong

Phd 50 Independent Director

AGM 2018Icon College Principle

99

Prospectus ofSLICL

(l) If the present directors are not the sponsors and control of the issuer was acquired within five years immediately preceding the date of filing Prospectus details regarding the acquisition of control, date of acquisition, terms of acquisition, consideration paid for such acquisition etc.;

None of the Directors of the Company acquired controlling shares within five years immediately preceding the date of filing Prospectus.

(m) If the sponsors or directors do not have experience in the proposed line of business, the fact explaining how the proposed activities would be carried out or managed;All the sponsors/directors have experience in the proposed line of business.

(n) Interest of the Key management persons;

Name DesignationSalary paid

01 Jan- 30 Jun, 2018 01 Jan – 31 Dec,2017Ajit Chandra Aich Managing Director 2,010,000.00 4,020,000.00Mir Rashed Bin Aman Additional Managing Director & CFO 1,980,000.00 3,600,000.00Md. Rafe-uz-zaman Company Secretary and HR 222,000.00 360,000.00Bikash Chandra Biswas GM, Underwriting Department 302,400.00 432,000.00Shah Abu Khair AGM, Finance & Accounts Division 252,000.00 554,400.00Md. Golam Mostofa Head of IT & AGM 282,000.00 480,000.00Rajesh Aich Senior Manager, Development Admin Division 205,200.00 334,800.00 Polly Rani Sarker Manager, Policy Services Division 148,800.00 235,200.00Sanjoy Chakraborty Manager , Claim And Group Insurance 187,200.00 307,200.00Muttakin Islam Mukta Head of Training 514,500.00 720,000.00

}}}* Salary is paid by SLICL.

(o) All Interest and facilities enjoyed by the directors, whether pecuniary or non-pecuniary;

All Interest and facilities enjoyed by the directors, whether pecuniary or non-pecuniary as on 30 June 2018 are as follows:

Name of Directors Relationship Nature of facilities Amount in TakaMrs. Noor-E-Hafza Chairman Board Attendance Fee 13,000.00Mrs. Fauzia Qumrun Tania Vice-Chairman Board Attendance Fee 13,000.00 K. M. Farookh (Nominee director of Rupali Insurance Company Ltd.) Director Board Attendance Fee 13,000.00

Mr. Sheikh Mohammed Danial Director Board Attendance Fee 13,000.00Mrs. Shafia Sobhan Chowdhury Director Board Attendance Fee 13,000.00Mrs. Kamrun Nahar Director Board Attendance Fee 13,000.00Mrs. Maya Rani Roy Director Board Attendance Fee 13,000.00Mr. Sheikh Omar Faruque Director Board Attendance Fee 13,000.00Mr.Omar Khayum Director Board Attendance Fee 13,000.00Mr. Ahmed Rajeeb Samdani Director Board Attendance Fee 13,000.00Mrs. Hazera Hossain Director Board Attendance Fee 13,000.00Mrs. Hoda Ali Selim Director Board Attendance Fee 13,000.00Honufa Akter Rikta Independent Director Board Attendance Fee N/A

Quazi Moniruzzaman Independent Director Board Attendance Fee N/A

Md. Nurun Nabi Independent Director Board Attendance Fee N/A

100

Prospectus ofSLICL

(p) Number of Shares held and percentage of Shareholding (Pre-Issue)

Sl. No. Name of the Shareholders BO ID Address No. of Shares Shareholding

( %)

01 Mrs. Noor-E-Hafza 1203020058289777 Dream Castle, House # 7, Road# 4Gulshan-1,Dhaka-1212 2,927,500 10.27

02 Mrs. Fauzia Qumrun Tania 1203710018181821 House #2/3, Road#03,Banani,Dhaka-1213 4,386,500 15.39

03 K. M. Farookh (Nominee director of Rupali Insurance Company Ltd.)

1201830004744209 Rupali Bima Bhaban, 7, Rajuk Avenue, Dhaka-1000 4,566,000 16.02

04 Mr. Sheikh Mohammed Danial 1203020056349992 House – 4, Road-06, Khulshi, Chittagong. 3,695,000 12.96

05 Mrs. Shafia Sobhan Chowdhury 1203710040903803 House-69, Road-07, Block-F, Banani , Dhaka-1213 3,630,000 12.74

06 Mrs. Kamrun Nahar 1201820064096496 House#808, Road#24, Block #F, Bashundhara, Dhaka-1209. 1,150,000 4.03

07 Mrs. Maya Rani Roy 1203770066436118 House- 67, Road-07, Block-F, Banani, Dhaka-1213. 1,000,000 3.51

08 Mr. Sheikh Omar Faruque 1602070008340181Yakub nagar, (South jangal) Sultanpur, B-Baria Sadar, B-Baria

1,000,000 3.51

09 Mr.Omar Khayum 1602070008340147 My heart Sukrabad, House-8/1, Sukrabad, Dhaka 1,000,000 3.51

10 Mr. Ahmed Rajeeb Samdani 1204500032808706 House-9, Road-12, Block-SW(B) Gulshan-1, Dhaka-1212. 1,530,000 5.37

11 Mrs. Hazera Hossain 1204585679554211 18/ B, East Raza Bazar, Tejgaon, Dhaka 1,285,000 4.51

12 Mrs. Hoda Ali Selim 1204500061169239

1858, Sarder Ali Lane, Mohammed zaman Road, Mosque Goli, Pachlaish, Chittagong.

1,000,000 3.51

13. Honufa Akter Rikta N/A Bashura, Uttar Padua, Choddogram, Comilla N/A N/A

14. Quazi Moniruzzaman N/A South Rupsi,Rupsi, Rupgonj, Narayangonj N/A N/A

15. Md. Nurun Nabi N/A H-18. R-3, p-Chakbazar,PS-Panchlash, Chittagong N/A N/A

(q) Changes in the Board of Directors in last three years;There are no changes in the Board of Directors in last three Years:

Sl. No. Name of the Directors Date of Joining Date of retirement Present Status

1 Honufa Akter Rikta AGM 2018 Nill Independent Director2 Quazi Moniruzzaman AGM 2018 Nill Independent Director3 Md. Nurun Nabi AGM 2018 Nill Independent Director

101

Prospectus ofSLICL

(r) Director's engaged with similar business

Following Directors are engaged in similar business:

Sl No. Name of the Directors Position in Similar Business Nature of Business

01 K.M Farookh Director Insurance

02 Quazi Moniruzzaman Director Insurance

102

Prospectus ofSLICL

CHAPTER IX: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS:

(a)The prospectus shall contain a description of any transaction during the last five years, or any proposed transactions certified by the auditors, between the issuer and any of the following persons, giving the name of the persons involved in the transaction, their relationship with the issuer, the nature of their interest in thetransaction and the amount of such interest, namely:-

(i)Any director or sponsor or executive officer of the issuer; (ii)Any person holding 5% or more of the outstanding shares of the issuer; (iii)Any related party or connected person of any of the above persons;

Certification of Statement of Related Party Transaction of Sonali Life Insurance Company Limited

This is to certify that theFinancial statements fo the Sonali Life Insurance Company Limited furnished for our audit does not have any transaction during the last five years, or any proposed transaction between the issuer and any of the following persons:

i. Any director or sponsor or executive officer to the issuer;ii. Any person holding 5% or more of the outstanding shares of the issuer;iii. Any relaed party or connected person of any of the above person;

Except the transactions for the last five years described in the following table:

ParticularsAmount in Taka

Amount in Taka

Amount in Taka

Amount in Taka

Amount in Taka

Amount in Taka

Name of the Party

Relationship with the Company

Nature of transaction

30 June 2018

31 Dec. 2017

31 Dec. 2016

31 Dec. 2015

31 Dec. 2014

31 Dec. 2013

Mrs. Noor-E-Hafza

Chairman &

Shareholder

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-

Mrs. Fauzia Quamrun Tania

Vice Chairman

& Sharehold

er

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-

K.M Farookh (Nominee Of Rupali Insurance Company Limited)

Directore &

Shareholder

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-


Directore &

Shareholder

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-


Directore &

Shareholder

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-

Mrs. Kamrun Nahar

Directore &

Shareholder

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-

Mrs. Maya Rani Roy

Directore &

Shareholder

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-

Mr. Sheikh Omar Faruque

Directore &

Shareholder

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-

Mr. Omar Khayam Directore &

Board Meeting

103

Prospectus ofSLICL

Shareholder Fee 13,000 20,000 20,000 20,000 20,000 -

Mr. Ahmed Rajeeb Samdani

Directore &

Shareholder

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-

Mrs. Hazera Hossain

Directore &

Shareholder

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-

Mrs. Hoda Ali Selim

Directore &

Shareholder

Board Meeting

Fee 13,000

20,000

20,000

20,000

20,000

-

Imperial Sweater Industries Ltd.

Common Director

Group Insurance

-

5,000,000

5,000,000

5,000,000

-

-

Perag Socks Industries Ltd.

Common Director

Group Insurance

-

5,000,000

5,000,000

5,000,000

-

-

Dragon Sweater Bangladesh Ltd.

Common Director

Group Insurance

-

10,000,000

10,000,000

10,000,000

-

-


Common Director

Group Insurance

- - - -

968,157

-

Golden Harvest Agro Industries Ltd.

Common Director

Group Insurance

-

95,175

95,175 -

-

-

Golden Harvest Icecreame Ltd.

Common Director

Group Insurance

-

124,200

124,200 -

-

-

Golden Harvest Foods Ltd

Common Director

Group Insurance

-

17,550

17,550 -

-

-

Dragon IT & Communication Ltd.

Common Director Payable

- - - -

-

141,169,317

Intraco Refueling Stations Limited

Common Director Receivable

- - - -

2,500,000

-

Intraco CNG Ltd. Common Director

Receivable -

-

-

-

-

52,000

Rulali Insurance Company Limited

Common Director

Office rent 240,000 480,000 480,000 120,000 - -

Date : 6 August 2018AHMAD &

AKHTAR

Place : DhakaChartered

Accountants

104

Prospectus ofSLICL

(b) Any transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or significantly influenced by a person who is currently a director or in any way connected with a director of either the issuer company or any of its subsidiaries or holding company or associate concerns, or who was a director or connected in any way with a director at any time during the last three years prior to the issuance of the Prospectus

There is no transaction or arrangement entered into by the issuer or its subsidiary or associate or entity owned or significantly influenced by a person who is currently a director or in any way connected with a director of either the issuer company or any of its subsidiaries/holding company or associate concerns, or who was a director or connected in any way with a director at any time during the last three years prior to the issuance of the prospectus except the transaction mentioned under clause(a) of CHAPTER (IX).

(c) Any loans either taken or given from or to any director or any person connected with the director, clearly specifying details of such loan in the Prospectus, and if any loan has been taken from any such person who did not have any stake in the issuer, its holding company or its associate concerns prior to such loan, rate of interest applicable, date of loan taken, date of maturity of loan, and present outstanding of such loan.

The company has not taken or given any loan from/to any director or any person connected with the directorwithin last five years.

CHAPTER X: EXECUTIVE COMPENSATION:

(a) The total amount of remuneration or salaryor perquisites paid to the top five salaried officers of the issuer in the last accounting year and the name and designation of each such officer;

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Prospectus ofSLICL

The total amount of remuneration/salary/perquisites paid to the top five salaried officers of the issuer in the last accounting year and the name and designation of each such officer:

(Amount in BDT)

SL Name Designation

Remuneration/salaries (Tk.) for the period from 01

January to 30 June, 2018 (06 months)

Remuneration/salaries (Tk.) for the year ended

31 Dec, 2017

1 Ajit Chandra Aich Managing Director 2,010,000.00 4,020,000.00

2 Mir Rashed Bin Aman Chief Financial Officer 1,980,000.00 3,600,000.00

3 Md. Rafe-uz-zaman Company Secretary 222,000.00 360,000.00

4 Bikash Chandra Biswas General Manager 302,400.00 432,000.00

5 Shah Abu Khair Assistant General Manager 252,020.00 554,400.00

Total 4,766,420.00 8,966,400.00

(b) Aggregate Amount of Remuneration paid to all directors and officers as a group during last accounting year (2015-2016).

(Amount in BDT)

Particular Nature of PaymentsAmount Paid

For the period ended 30 June, 2018

Amount PaidFor the year ended 31 dec,

2017Directors Board Meeting Fees 156,000.00 240,000Directors Remuneration Nill NillExecutives & Employees Salary and Allowance 25,397,773.00 51,419,450.00

Total 25,553,773.00 51,659,450.00

(c) If any shareholder director received any Monthly salaryor perquisiteor benefit of shareholder director and approval date of AGMor EGM including terms thereof and payments made last year;

There is no any shareholder director who received any monthly salary or prerequisitory benefit during the period or last year .

(d)The Board Meeting attendance fee of Directors including managing director along with date of approval in AGM or EGM;

The Board meeting attendance fees received by all the Directors including the Managing Director, for the year ended June 30, 2018 are as follows:

Name & Designation Attendance Board Meeting Fee(Amount in Tk.)

Date of Approval in AGM

Mrs. Noor-E-Hafza 02 13,000.00 AGM of 2017Mrs. Fauzia Qumrun Tania 02 13,000.00 AGM of 2017 K. M. Farookh (Nominee director of Rupali Insurance Company Ltd.) 02 13,000.00 AGM of 2017

Mr. Sheikh Mohammed Danial 02 13,000.00 AGM of 2017Mrs. Shafia Sobhan Chowdhury 02 13,000.00 AGM of 2017Mrs. Kamrun Nahar 02 13,000.00 AGM of 2017Mrs. Maya Rani Roy 02 13,000.00 AGM of 2017Mr. Sheikh Omar Faruque 02 13,000.00 AGM of 2017Mr.Omar Khayum 02 13,000.00 AGM of 2017Mr. Ahmed Rajeeb Samdani 02 13,000.00 AGM of 2017Mrs. Hazera Hossain 02 13,000.00 AGM of 2017Mrs. Hoda Ali Selim 02 13,000.00 AGM of 2017

(e)Any contract with any director or officer providing for the payment of future compensation;

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Prospectus ofSLICL

There is no such contract between the Company and any of its directors or officers regarding any future compensation to be made to them.

(f) If the issuer intends to substantially increase the remuneration paid to its directors and officers in the current year, appropriate information regarding thereto;

There is no intention to increase remuneration substantially of the Directors and officers in the current year. However, the remuneration of the officers is increased based on annual appraisal of their performance which is made as per company’s policies.

(g) Any other benefitor facility provided to the above persons during the last accounting year.

DGM & GM are provided full time car facilities with maintenance from the Company during last accounting year, othethan the remuneration/salary/perquisite mentioned in clause (a) (b) (c) & (d) 9(a)(b)(c)(d) of chapter X.

107

Prospectus ofSLICL

CHAPTER XI: OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES:

(1) The following information in respect of any option held by each director, the salaried officers, and all other officers as a group, namely: -

(i) The date on which the option was granted;(ii) The exercise price of the option;(iii) The number of shares or stock covered by the option;(iv) The market price of the shares or stock on the date the option was granted;(v) The expiration date of the option;(vi) Consideration against the option.

The Company did not grant any options to its directors, officers and other employees.

(2) If such options are held by any person other than the directors, and the officers of the issuer company, the following information shall be given in the prospectus, namely:-

(i) The total number of shares or stock covered by all such outstanding options;(ii) The range of exercise prices;(iii) The range of expiration dates;(iv) Justification and consideration of granting such option.

Not applicable

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Prospectus ofSLICL

CHAPTER XII: TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE MEMORANDUM:

(a) The names of the directors and subscribers to the memorandum, the nature and amount of anything of value received or to be received by the issuer from the above persons, or by the said persons, directly or indirectly, from the issuer during the last five years along with the description of assets, services or other consideration received or to be received;

The Directors and Subscribers to the Memorandum have not received any benefit directly or indirectly except remuneration of Managing Director and board attendance fee and dividend received by the directors during the last five years, details of which are given below. The issuer has not received or to be received any assets, services or other consideration from its Directors and Subscribers to the Memorandum except fund against allotment of shares and purchase of land.

Amount received by the directors and subscriber to the memorandum from the company:

(Amount in BDT)

Name of the directors and subscribers

Nature ofRelationship Nature of transaction 2013-2014 2014-2015 2015-16 2016-2017 2017-2018

Noor-E-Hafza . Chairman

Remuneration - - - - -

Dividend (Cash) - - - - -

Dividend (Bonus) - - - - -

Board Atten. Fee 10,000 20,000 20,000 20,000 13,000

Loan refund - - - - -

Fauzia Quamrun Tania Vice-Chairman




Board Atten. Fee 10,000 20,000 20,000 20,000 13,000

K.M Farookh(Nominee director of Rupali Insurance Co. Ltd.)

Director




Board Atten. Fee 10,000 20,000 15,000 20,000 13,000

Shafia Sobhan Chowdhury Director


Dividend (Cash) - - - - -Dividend (Bonus) - - - - -

Board Atten. Fee 10,000 20,000 20,000 20,000 13,000

Sheikh Mohammad Danial

Director


Dividend (Cash) -


Board Atten. Fee 10,000 20,000 20,000 20,000 13,000

Ahmed Rajeeb Samdani Director Board Atten. Fee - - - - 13,000

Hazera Hossain Director Board Atten. Fee 10,000 20,000 20,000 20,000 13,000

Omar Khayam Director Board Atten. Fee 10,000 20,000 -20,000 20,000 13,000

Sheikh Omar Faruque Director Board Atten. Fee 10,000 20,000 15,000 20,000 13,000

Kamrun Nahar Director Board Atten. Fee - 20,000 20,000 20,000 13,000

Maya Rani Roy Director Board Atten. Fee 10,000 20,000 20,000 20,000 13,000

Hoda Ali Selim Director Board Atten. Fee 10,000 20,000 20,000 20,000 13,000

Asset to be transferred to the company by its directors and their connected persons:

None of the directors and their connected persons has transferred any asset to SLICL for the last five years of its opereation.[

109

Prospectus ofSLICL

(b) If any assets were acquired or to be acquired within next two financial years from the aforesaid persons, the amount paid for such assets and the method used to determine the price shall be mentioned in the prospectus, and if the assets were acquired by the said persons within five years prior to transfer those to the issuer, the acquisition cost thereof paid by them.SLICL does not have any plan to acquire any asset from the aforesaid persons within next two financial years.

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Prospectus ofSLICL

CHAPTER XIII: OWNERSHIP OF THE COMPANY'S SECURITIES:

(a) The names, addresses, BO ID Number of all shareholders of the company before IPO, indicating the amount of securities owned and the percentage of the securities represented by such ownership, in tabular form

Name of the Shareholders Address BO ID No. of

SecuritiesPre-IPO

(%)Post- IPO (%)

Mrs. Noor-E-Hafza Dream Castle, House # 7, Road# 4Gulshan-1,Dhaka-1212 1203020058289777 2,927,500 10.27 6.16

Mrs. Fauzia Qumrun Tania House #2/3, Road#03,Banani,Dhaka-1213 1203710018181821 4,386,500 15.39 9.23

K. M. Farookh (Nominee director of Rupali Insurance Company Ltd.)

Dream Castle, House # 7, Road# 4Gulshan-1,Dhaka-1212 1201830004744209 4,566,000 16.02 9.61

Mr. Sheikh Mohammed Danial House – 4, Road-06, Khulshi, Chittagong. 1203020056349992 3,695,000 12.96 7.78


House-69, Road-07, Block-F, Banani , Dhaka-1213 1203710040903803 3,630,000 12.74 7.64

Mrs. Kamrun Nahar House#808, Road#24,Block #F,Bashundhara, Dhaka-1209. 1201820064096496 1,150,000 4.03 2.42

Mrs. Maya Rani Roy House- 67, Road-07, Block-F, Banani, Dhaka-1213. 1203770066436118 1,000,000 3.51 2.11

Mr. Sheikh Omar Faruque Yakub nagar, (South jangal) Sultanpur, B-Baria sadar, B-Baria 1602070008340181 1,000,000 3.51 2.11

Mr.Omar Khayum My heart Sukrabad, House-8/1, Sukrabad, Dhaka 1602070008340147 1,000,000 3.51 2.11


House-9, Road-12, Block-SW(B) Gulshan-1, Dhaka-1212. 1204500032808706 1,530,000 5.37 3.22

Mrs. Hazera Hossain 18/ B, East Raza Bazar, Tejgaon, Dhaka 1204585679554211 1,285,000 4.51 2.71

Mrs. Hoda Ali Selim1858, Sarder Ali Lane, Mohammed zaman Road, Mosque Goli, Pachlaish, Chittagong. 1204500061169239 1,000,000 3.51 2.11

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Prospectus ofSLICL

(b) There shall also be a table showing the name and address, age, experience, BO ID Number, TIN number, numbers of shares held including percentage, position held in other companies of all the directors before the public issue;

Name of the Directors' Address Age

(years)Experience

(years) BO ID E- TINnumber

No. of shares

held

Pre-IPO %

Name of other Company Position held

Mrs. Noor-E-Hafza

Dream Castle, House # 7, Road# 4Gulshan-1,Dhaka-1212

64 36 1203020058289777

2137

7472

2351

2,927,500 10.27 Farnoor Garments Limited Chairman

Mrs. Fauzia Qumrun Tania

House #2/3, Road#03,Banani,Dhaka-1213

35 11 1203710018181821

7841

7477

7130

4,386,500 15.39Imperial Sweater Industries LtdDragon Sweater and Spinning Limited, Bangladesh

Vice chairman

K.M Farookh(Nominee director of Rupali Insurance Company Ltd.)

Dream Castle, House # 7, Road# 4Gulshan-1,Dhaka-1212 72 37 1201830004744209

6592

8197

3941

4,566,000 16.02Farmoor Garments Limtied

Rupali Insurance Company Ltd.

Director


House – 4, Road-06, Khulshi, Chittagong.

33 10 1203020056349992

5553

4611

7338

3,695,000 12.96Mirage Agro Complex.Mirage GroupFineness Aparal limited

Director


House-69, Road-07, Block-F, Banani , Dhaka-1213

36 10 1203710040903803

1828

6437

0927

3,630,000 12.74

Perag Socks Industries LtdDragon Sweater and Spning Limited, Bangladesh

Director

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Prospectus ofSLICL


(years)Experience


No. of shares

held

Pre-IPO %


Mrs. Kamrun Nahar

House#808, Road#24,Block #F,Bashundhara, Dhaka-1209.

55 30 1201820064096496

3415

2123

5389

1,150,000 4.03 K.S.Z Properties Limited Director

Mrs. Maya Rani Roy

House- 67, Road-07, Block-F, Banani, Dhaka-1213.

48 18 1203770066436118

1254

6282

5121

1,000,000 3.51 Uttara Finance & Investment Company Limited

Director


Yakub nagar, (South jangal) Sultanpur, B-Baria sadar, B-Baria

46 25 1602070008340181

8800

4984

3092

1,000,000 3.51

F.R GroupHotel Eram Int` LtdHotel Peacock Ltd Olio Filling StationGolden Dragon LtdHotel Olio Int Araf Danial De Olio Center

Director

Mr.Omar Khayum

My heart Sukrabad, House-8/1, Sukrabad, Dhaka

40 18 1602070008340147

2718

7488

1588

1,000,000 3.51

F.R GroupHotel Eram Int` LtdHotel Peacock LtdF. R Orbit International Limited.Golden Dragon LtdHotel Olio Int

Director


House-9, Road-12, Block-SW(B) Gulshan-1, Dhaka-1212.

45 22 1204500032808706

7427

3684

0994

1,530,000 5.37

Golden Harvest Agro Industries Limited.Samdani Art FoundaonAlvina Samdani Trust

Director

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Prospectus ofSLICL


(years)Experience


No. of shares

held

Pre-IPO %


Mrs. Hazera Hossain

18/ B, East Raza Bazar, Tejgaon, Dhaka

39 10

1204585679554211

4207

8489

8024

1,285,000 4.51 Manna GroupHannan Desh Wear

Director

Mrs. Hoda Ali Selim

1858, Sarder Ali Lane, Mohammed zaman Road, Mosque Goli, Pachlaish, Chittagong. 40 15

1204500061169239

1644

8261

9903

1,000,000 3.51

Intraco Group Intraco Renewable Energy Ltd Intraco Power Ltd Intraco Ready-mix Ltd Intraco Developers LtdIntraco Water World Ltd.

Director

Honufa Akter Rikta Bashura, Uttar Padua, Choddogram, Comilla 32 10 N/A

3592

2631

6596

N/A N/A Not connected with any company N/A

Quazi Moniruzzaman South Rupsi,Rupsi, Rupgonj,

Narayangonj 65 40 N/A

5716

6434

6972

N/A N/A

Max Sweaters Limited



Md. Nurun Nabi H-18. R-3, p-Chakbazar,PS-Panchlash, Chittagong 72 50 N/A

1644

8741

9804

N/A N/A Icon College Principle

114

Prospectus ofSLICL

(c) The average cost of acquisition of equity shares by the directors certified by the auditors;

The Average Cost of Acquisition of Equity Shares by the Directors certified

This is to certify that all the shares of the Sonali Life Insurance Company Limited have been allocated to its Directors in Cash or Bonus and the average cost of acquisition of equity by the directors and necessary particulars of shareholdings, allotments dates and consideration are given below:

Date Nature of Transaction

No. of Shares Held

Rupali Insurance Co. Ltd.

Fauzia Quamrun Tania

Shafia Sobhan

Chowdhury


Noor-E-Hafza

Ahmed Rajeeb

SamdaniHazera

HossainOmar

KhayamSheikh Omar

FaruqueKamrun Nahar

Maya Rani Roy

Hoda Ali Selim Consideratio

n

Average Acquisition

cost of shares

Tk.

07.07.2013

By Subscription MOA

3,000,000 2,450,000 1,930,000 1,500,000 1,160,00

01,030,00

01,030,00

01,000,00

0 1,000,000 1,000,000 900,000 670,000 Cash 10.00

09.06.2018 By Allotment 1,566,000 1,936,50

0 1,700,000 2,195,000 1,767,500 500,000 255,000 - - 150,000 100,000 330,000 Cash 10.00

Total 4,566,000 4,386,500 3,630,000 3,695,000 2,927,50

01,530,00

01,285,00

01,000,00

0 1,000,000 1,150,000 1,000,000 1,000,00

0

Sd/

Ahmad & Akhtar

115

Prospectus ofSLICL

(d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors/ directors. In this connection, a statement to be included:-

A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors/ directors:

Mrs. Noor-E-HafzaDate of

Allotment/ Transfer of

fully paid- up shares

Consideration

Nature of issue

No. of Equity shares

Face value

Issue Price/Acquisition

Price/Transfer

Prices

Cumulative no. of Equity

shares

% Pre- issue paid up

capital

% Post issue paid up

capital

Sources of fund

On MA/AA CashOrdinary

Share

1,160,000 10.00 10.00 1,160,000 10.27% 6.16%

Own Sourc

e09.06.2018 Cash 1,767,500 10.00 10.00 2,927,500

K.M Farookh (Nominee of Rupali Insurance Company Limited)

Date of Allotment/ Transfer of


Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund

On MA/AA Cash Ordinary Share

3,000,000 10.00 10.00 3,000,000 16.02% 9.61% Own

Source09.06.2018 Cash 1,566,000 10.00 10.00 4,566,000

Fauzia Quamran Tania



Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund


2,450,000 10.00 10.00 2,450,000 15.39% 9.23% Own

Source09.06.2018 Cash 1,936,500 10.00 10.00 4,386,500

Shafia Sobhan ChowdhuryDate of



Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund


1,930,000 10.00 10.00 1,930,000 12.74% 7.64% Own

Source09.06.2018 Cash 1,700,000 10.00 10.00 3,630,000




Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund


1,500,000 10.00 10.00 1,500,000 12.96% 7.78% Own

Source09.06.2018 Cash 2,195,000 10.00 10.00 3,695,000

116

Prospectus ofSLICL

Ahmed Rajeeb Samdani



Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund


1,030,000 10.00 10.00 1,030,000 5.37% 3.22% Own Source09.06.2018 Cash 500,000 10.00 10.00 1,530,000

Hazera Hossain



Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund


1,030,000 10.00 10.00 1,030,000 4.51% 2.71% Own Source09.06.2018 Cash 255,000 10.00 10.00 1,285,000

Omar Khayam



Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund

On MA/AA Cash Ordinary Share 1,000,000 10.00 10.00 1,000,000 3.51% 2.11% Own

Source

Sheikh Omar Faruque



Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund


Source

Kamrun Nahar



Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund


1,000,000 10.00 10.00 1,000,000 4.04% 2.42% Own Source09.06.2018 Cash 150,000 10.00 10.00 1,150,000

117

Prospectus ofSLICL

Maya Rani Roy



Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund


900,000 10.00 10.00 900,000 3.51% 2.42% Own Source09.06.2018 Cash 100,000 10.00 10.00 1,000,000

Hoda Ali Selim



Consideration

Nature of issue


Face value


Price/Transfer

Prices


shares


capital


capital

Sources of fund


670,000 10.00 10.00 670,0003.51% 2.42%

Own Sourc

e09.06.2018 Cash 330,000 10.00 10.00 1,000,000

Nargis MahmudaDate of



Consideration

Nature of issue


Face value

Issue Price/AcquisitionPrice/Tra

nsferPrices


shares


capital


capital

Sources of fund


Source

Phowzia KhanDate of



Consideration

Nature of issue


Face value

Issue Price/AcquisitionPrice/Tra

nsferPrices


shares


capital


capital

Sources of fund

On MA/AA Cash Ordinary Share 330,000 10.00 10.00 330,000 1.16% 0.69% Own

Source

(e) Detail of shares issued by the company at a price lower than the issue price;

All the shares are issued by the Company at face value of Tk. 10.00.

(f) History of significant (5% or more) changes in ownership of securities from inception.There are no changes in ownership which indicates 5% or more change in ownership of securities from inception of the company SLICL.

CHAPTER –XIV: CORPORATE GOVERNANCE:

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Prospectus ofSLICL

a) Management disclosure regarding compliance with the requirements of Corporate Governance Guidelines of Bangladesh Securities and Exchange Commission;

The Company declares that it is in compliance with the requirements of the applicable regulations of Corporate Governance Guidelines of BSEC in respect of corporate governance including constitution of the Board and committees thereof. The corporate governance framework is based on an effective independent Board, separation of the Board’s supervisory role from the executive management team and constitution of the Board Committees, as required under applicable law.

Sd/- Ajit Chandra AichManaging Director Sonali Life Insurance Company Limited

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Prospectus ofSLICL

(b) Compliance report of Corporate Governance requirements certified by Artisan.

Certificate of Compliance to the Shareholders

Of

SONALI LIFE INSURANCE COMPANY LIMITEDOn the Conditions of Corporate Governance Guidelines

We have reviewed the statement of compliance of conditions of Corporate Governance Guidelines prepared by the management of Sonali Life Insurance Company Limitedto comply with the Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 7 th August 2012 of Bangladesh Securities and Exchange Commission (BSEC) and subsequent amendments made thereon.

The responsibility for compliance with the conditions of Corporate Governance Guideline is that of the Board of Directors of the Company. Our responsibility is to review, to the extent where such compliance can be objectively verified, whether the statement of compliance reflects the status of the Company’s compliance with the provisions of the conditions of Corporate Governance Guidelines and report if it does not.

Based on our review, we certify that nothing has come to our attention which causes us to believe that the Statement of Compliance does not appropriately reflect the Company’s compliance, in all material respects, with the best practices contained in the Conditions of Corporate governance as applicable to the Company for the year ended 30th June, 2018.

Dhaka,14th August, 2018

sd/-Md. Selim Reza FCA FCS

PartnerARTISAN

Chartered Accountants

120

Prospectus ofSLICL

CORPORATE GOVERNANCE COMPLIANCE REPORTStatus of compliance with the conditions imposed by Bangladesh Securities and Exchange Commission’s Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August, 2012 issued under section 2CC of the Securities and Exchange Ordinance, 1969 is presented below:

(Report under Condition No. 7.00)

Condition No. Title

Compliance Status(Put √ in the

appropriate column) Remarks(If any)Complie

dNot

complied

1. BOARD OF DIRECTORS (BoD):

1.1 Board’s Size(number of Board members – minimum 5 and maximum 20) √

There are 12 (twelve) Directors in the Board of the Company.

1.2 Independent Directors:

1.2(i) At least one fifth (1/5) of the total number of Directors shall be Independent Directors

√ The Company has appointed 3 (three) Independent Directors

1.2(ii) Independent Director means a director:

1.2(ii) (a) Who either does not hold any share in the company or holds not less than one percent (1%) shares of the total paid-up shares of the company

√ In practice

1.2(ii) (b)

Who is not a sponsor of the company and is not connected with the company’s any sponsor or Director or shareholder who holds one percent (1%) or more shares of the total paid-up shares of the company on the basis of family relationship. His/her family members also should not hold above mentioned shares in the company

√ Do

1.2(ii) (c) Who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies √ Do

1.2(ii) (d) Who is not a member, director or officer of any stock exchange √ Do

1.2(ii) (e) Who is not a shareholder, director or officer of any member of stock exchange or an intermediary of the capital market √ Do

1.2(ii) (f)Who is not a partner or executive or was not a partner or an executive during the preceding 3 (three) years of the company’s statutory audit firm

√ Do

1.2(ii) (g) Who shall not be an independent director in more than 3 (three) listed companies √ Do

1.2(ii) (h)Who has not been convicted by a court of competent jurisdiction as a defaulter in payment of any loan to a bank or Non-Bank Financial Institution (NBFI)

√ Do

1.2(ii) (i) Who has not been convicted for a criminal offence involving moral turpitude √ Do

1.2 (iii) Independent Director(s) shall be appointed by the board of directors and approved by the shareholders in the Annual General Meeting (AGM) √ Do

1.2 (iv) The post of Independent director(s) cannot remain vacant for more than 90 (ninety) days None Do

1.2 (v) The Board shall lay down a code of conduct of all Board members and annual compliance of the code to be recorded √ Do

1.2 (vi) The tenure of office of an Independent Director shall be for a period of 3 (three) years, which may be extended for 1 (one) term only √ Do

1.3 Qualification of Independent Director (ID)

1.3(i)Independent Director shall be a knowledgeable individual with integrity who is able to ensure compliance with financial regulatory and corporate laws and can make meaningful contribution to business

√The qualification and background of IDs justify their abilities as such

1.3(ii)

Independent directors should be a Business Leader / Corporate Leader/Bureaucrat/University Teacher with Economics or Business Studies or Law background/Professionals like Chartered Accountants, Cost & Management Accountants, and Chartered Secretaries. The Independent Director must have at least 12 (twelve) years of corporate management/professional experiences

√ -do-

1.3(iii) In special cases the above qualifications may be relaxed subject to prior approval of the commission None

1.4 The Chairman of the Board and the Chief Executive Officer (CEO) shall be different individuals. The Chairman shall be elected from among the

√

121

Prospectus ofSLICL

Directors. The Board of Directors shall clearly define respective roles and responsibilities of the Chairman and the CEO

1.5 The Directors’ Report to Shareholders1.5(i) Industry outlook & possible future development in the industry √ In practice

1.5(ii) Segment- wise or product- wise performance √ -do-

1.5(iii) Risks and concerns √ -do-

1.5(iv) A discussion on Cost of Goods sold, Gross Profit and Net Profit Margin √ -do-

1.5(v) Discussion on continuity of any Extra-Ordinary gain or loss √ -do-

1.5(vi) Basis for related party transactions- a statement of all related party transactions should be disclosed in the Annual report √ -do-

1.5(vii) Utilization of proceeds from public issues, rights issues and/or through any others instruments N/A -do-

1.5(viii) An explanation if the financial results deteriorate after the company goes for IPO, RPO, Rights offer, Direct listing etc. None -do-

1.5(ix) If significant variance occurs between quarterly Financial Performance and Annual Financial Statement & Management explanation thereof None -do-

1.5(x) Remuneration to directors including independent directors √ -do-

1.5(xi) The financial statements present fairly its state of affairs, the result of its operations, cash flows and changes in equity √ -do-

1.5(xii) Proper books of accounts have been maintained √ -do-

1.5(xiii) Adaption of appropriate accounting policies & estimates √ -do-

1.5(xiv) IAS/BAS/IFRS/BFRS, as applicable in Bangladesh, have been followed and adequate disclosure for any departure √ -do-

1.5(xv) The system of internal control is Sound in design and has been effectively implemented & monitored √ -do-

1.5(xvi) Going Concern (ability to continue as a going concern) √ -do-

1.5(xvii) Highlight and explain significant deviations from the last year’s operating results √ -do-

1.5(xviii) Key operating and financial data of at least preceding 5 (five) years shall be summarized √ -do-

1.5(xix) Reason for non declaration of Dividend Dividend declared

1.5(xx) The number of Board meetings held during the year & attendance by each Director √ Included in the

Directors’ Report

1.5(xxi) Pattern of shareholding and name wise details (disclosing aggregate number of shares):1.5(xxi)

(a) Parent/Subsidiary/Associated Companies and other related parties √ Included in the Directors’ Report

1.5(xxi) (b)

Directors, Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO), Head of Internal Audit (HIA) and their spouses and minor children

√ -do-

1.5(xxi) (c) Executives √ -do-

1.5(xxi) (d)

Shareholders holding ten percent (10%) or more voting interest in the company √ -do-

1.5 (xxii) In case of appointment/re-appointment of a Director, disclose:1.5(xxii)(a) a brief resume of the Director √1.5(xxii)(b) nature of his /her expertise in specific functional areas √

1.5(xxii)(c) Name of companies in which the person also holds the directorship and the membership of committees of that Board. √

2. CHIEF FINANCIAL OFFICER(CFO), HEAD OF INTERNAL AUDIT (HIA) AND COMPANY SECRETARY(CS):

2.1 Appointment of CFO, HIA and CS and defining their respective roles, responsibilities & duties √

2.2 The CFO and CS shall attend the meetings of the Board of Directors √3. AUDIT COMMITTEE:

3(i) The Company shall have an Audit Committee as a sub-committee of the Board of Directors √

3(ii)The Audit Committee shall assist the BoD in ensuring that the financial statements reflect true and fair view of the state of affairs of the company and in ensuring a good monitoring system within the business

√

3(iii) The Audit Committee shall responsible to the BOD. The duties of the Audit Committee shall be clearly set forth in writing √

3.1 Constitution of the Audit Committee3.1 (i) The Audit Committee shall be composed of at least 3 (three) members √ Audit Committee

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comprises of 3 (three) members

3.1 (ii)The BOD shall appoint members of the Audit Committee who shall be directors of the company and shall include at least 1 (one) independent director.

√ One members are Independent Director

3.1 (iii)All members of the audit committee should be “financially literate” and at least 1 (one) member shall have accounting or related financial management experience

√

3.1 (iv)Expiration of the term of service of Audit Committee members making the number lower than 3 (three) and fill up the vacancy(ies) by the Board not later than 1 (one) month from the date of vacancy(ies)

None No vacancy occurred

3.1 (v) The Company Secretary shall act as the Secretary of the Audit Committee √

3.1 (vi) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director √

3.2 Chairman of the Audit Committee

3.2 (i) The BoD shall select the Chairman of the Audit Committee, who shall be an Independent Director √

3.2 (ii) Chairman of the audit committee shall remain present in the AGM √3.3 Role of Audit Committee

3.3 (i) Oversee the financial reporting process √3.3 (ii) Monitor choice of accounting policies and principles √3.3 (iii) Monitor Internal Control Risk management process √3.3 (iv) Oversee hiring and performance of external auditors √

3.3 (v) Review the annual financial statements before submission to the Board for approval √

3.3 (vi) Review the quarterly and half yearly financial statements submission to the Board for approval √

3.3 (vii) Review the adequacy of internal audit function √

3.3 (viii) Review statement of significant related party transactions submitted by the management √

3.3 (ix) Review Management Letters/Letter of Internal Control weakness issued by statutory auditors √

3.3 (x) Disclosure to the Audit Committee about the uses/applications of funds raised through IPO/RPO/Right Issue proceeds. None

No. IPO/RPO/Right issue was made in the year 2017

3.4 Reporting of the Audit Committee3.4.1 Reporting to the Board of Directors

3.4.1 (i) Reporting to BoD on the activities of the Audit Committee √3.4.1 (ii) Reporting to BoD by Audit Committee √3.4.1 (ii)

(a) Reporting to BoD on conflicts of interests None

3.4.1 (ii) (b)

Reporting to BoD on any fraud or irregularity or material defect in the internal control system None

3.4.1 (ii) (c)

Reporting to BoD on suspected infringement of laws, including securities related laws, rules and regulations None

3.4.1 (ii) (d) Reporting to BoD on any other matter None

3.4.2 Reporting to BSEC (if any material impact on the financial condition & results of operation, unreasonably ignored by the management) None

3.5 Reporting to the Shareholders of Audit Committee activities, which shall be signed by the Chairman and disclosed in the Annual Report √

4. EXTERNAL/STATUTORY AUDITORS:4 (i) Non-engagement in appraisal or valuation services or fairness opinions √ As per Auditor’s

declaration

4 (ii) Non-engagement in designing and implementation of Financial Information System √ -do-

4 (iii) Non-engagement in Book-keeping or other services related to the accounting records or financial statements √ -do-

4 (iv) Non-engagement in Broker-dealer services √ -do-

4 (v) Non-engagement in Actuarial services √ -do-

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4 (vi) Non-engagement in Internal Audit services √ -do-

4 (vii) Non-engagement in any other services that the Audit Committee determines √ -do-

4 (viii) No partner or employees of the external audit firms shall possess any share of the company during the tenure of their assignment √ -do-

4(ix) Non-engagement in audit/certification services on compliance of corporate governance as required under clause (i) of condition No. 7 √ -do-

5. SUBSIDIARY COMPANY:

5. (i)Provisions relating to the composition of the BoD of the holding company shall be made applicable to the composition of the BoD of the subsidiary company

√Sonali Life Insurance

Company Limited does not have any subsidiary

company

5. (ii) At least 1 (one) Independent Director on the BoD of the holding company shall be a director on the BoD of the subsidiary company √

5. (iii) The minutes of the Board meeting of the subsidiary company shall be placed for review at the following Board meeting of the holding company √

5. (iv)The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company also

√

5. (v)The Audit Committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company

√

6. THE CEO AND CFO SHALL CERTIFY TO THE BOARD THAT THEY HAVE REVIEWED FINANCIAL STATEMENTS FOR THE YEAR AND THAT TO THE BEST OF THEIRKNOWLEDGE AND BELIEF:

6.(i) (a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading √

The CEO and CFO have duly certified to the Board

6.(i) (b)these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards and applicable laws

√ -do-

6 (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 violation of the company’s code of conduct

√ -do-

7. REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE:

7. (i)Obtaining certificate from a practicing Professional Accountant/Secretary regarding compliance of conditions of Corporate Governance Guidelines of the BSEC and include in the Annual Report

√ Certified by ARTISAN, Chartered Accountants

7. (ii) Directors statement in the directors’ report whether the company has complied with these conditions √ Included in the

Directors’ Report

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(c) Details relating to the Issuer's Audit Committee and Remuneration Committee, including the name of committee members and a summary of terms of reference under which the committee operate

AUDIT COMMITTEE REPORT

Background

In accordance to the best practices of Corporate Governance as per Notification of Bangladesh Securities and Exchange Commission (BSEC) No.SEC/CMRRCD/2006-158/129/Admin/43 dated 7 August 2012, issued under section 2CC of the Securities and Exchange Ordinance, 1969.

Composition of the Audit Committee

The Audit Committee is now composed of the following member

Mr. Quazi Moniruzzaman Chairman

Mrs. Fauzia Quamrun Tania Member

Mr. Sheikh Mohammed Danial Member

The Chief Financial Officer (CFO) Mr.Mir Rashed Bin Aman and Head of Internal Audit Mr. Shah Abu Khairattend the meeting by invitation only as and when necessary. The Company Secretary Mr.Md. Rafe – Uz-Zaman the functions as theSecretary of the Audit Committee.

Meeting

During the year ended 8th August 2018, the Audit Committee held one meeting. Proceedings of the Audit Committee Meetings were reported regularly to the Board of Directors. The details of attendance of the Audit Committee Members have been shown as below:

Audit committee meeting and attendance during the year ended 8th August 2018

Name of Members No. of Meeting held No. of Meeting attendedMr. Mr. Quazi Moniruzzaman 1 1Mr. Mrs. Fauzia Quamrun Tania 1 1Mr. Sheikh Mohammed Danial 1 1

Role of the Audit Committee

The Audit Committee assisted the Board of Directors in fulfilling its responsibilities regarding the Company’s accounting and financial reporting process by monitoring the following:

The integrity of the Company’s financial statements The independence, qualifications and performance quality of its external auditors The Company’s system of internal controls The performance of the Company’s internal audit process

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The Company’s compliance with laws, regulations and codes of conduct with a view to safeguard the interest of all stakeholders of the Company

Summary of Activities

The Audit Committee carried out the following activities during the financial year for the period of 1st January, 2018 to 30th June, 2018

Regularity Compliance

The Committee examined whether the Company’s procedures are in place to ensure compliance with

The laws and regulations framed by the regulatory Authorities Internal regulations approved by the Board of Directors.

The Company is duly following the rules and regulations of the Regulatory bodies and also strictly follows areas with conflict of interest. The Committee was satisfied that the Company substantially complied with these regulatory requirements.

Approval of Financial policy & Procedures

Financial policy & procedures have been approved by the Board of Directors.

Financial Reporting

The Committee assisted the Board of Directors and the management to carryout their responsibilities of preparing true and fair financial statements in accordance with the books of accounts and Bangladesh Accounting Standards (BAS) by:

Reviewing the adequacy and effectiveness of the internal control system and procedures in order to provide responsible assurance that all transactions are accurately and completely recorded in the books of accounts.

Reviewing the integrity of the process by which financial statements are prepared from the books of account.

Reviewing the process by which compliance of provision of Bangladesh Accounting Standards.

The Committee also reviewed

The quarterly, half yearly and financial statements of the Company prior to recommending them for the approval by the board.

The annual audited financial statements of the company with external auditors’ prior to submission to the Board for approval. The review focused particularly on changes of accounting policy and compliance with applicable accounting standards as adopted in Bangladesh and other legal & regulatory requirements.

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External Audit

The Committee met with the external auditors at the conclusion of the annual audit and exchanged views on their Audit report. The Committee reviewed the findings and recommendations made by the external auditors in order to remove the weaknesses as detected in the external auditing process.

The Committee reviewed the performance of the auditors and recommended to the Board on their appointment and fees.

Approval of Financial Statements

The Audit committee reviewed and examined the Annual Financial Statements 2018 prepared by the Management and audited by the External Auditors Ahamed Akther & Co. Chartered Accountants and recommended to place the same before the Board for consideration. The Board approved the Annual Financial Statements at its Board meeting.

Acknowledgement

The Board of Audit Committee expressed its sincere thanks to the Chairmanand members of the board, management and the auditors for their support in carrying out its duties and responsibilities effectively.

On behalf of the Audit committee,

Sd/-Mr. Quazi MoniruzzamanChairman of Audit committee

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CHAPTER XV: VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGER:

(a) The valuation report of securities offered is prepared and justified by the Issue Manager on the basis of the financials and all other information pertinent to the issue;

The valuation report of the securities is prepared and justified by the issue manager on the basis of the financial and all other information pertaining to the issue.

(b) To prepare the valuation report, the issue manager may consider all qualitative and quantitative factors which shall be explained in details with rationale to consider such factors, the valuation methods used, sources of information and authenticity of such information;

The issue manager considered the following qualitative and quantitative factors to prepare the valuation report:

Qualitative factors Experienced, Highly committed and Professional management team Visionary Board of Directors Favorable government policies for insurance sector Good track record for claim settlement Operational efficiency

Quantitative factors

Information presented in this prospectus are derived fromaudited financial statements for the period ended on 30 June, 2018 (06 months) and the year ended on 31 December, 2017,2016, 2015, 2014 and 2013 as prepared in accordance with BAS and BFRS.The company has done the Actuarial Valuation of its Life Insurance business considering the audited financial statement for the period ended on 31 December 2017. Therefore, in the calculation of Asset based valuation of the company, we have taken financial information from the audited financial statement of 2017.

Net Asset Value (NAV) per share as on 31 December, 2017 Actuarial valuation as on 31 December, 2017 Averagemonthly price of 05 similar stocks (Life insurance companies, listed in DSE) for last 12 months (from

October’17 to September’18) has been considered in the calculation of Similar stock based valuation

(c) While preparing the valuation report, the issue manager shall avoid exaggeration and biasness and shall exercise independence and due diligence;

The Issue Managers avoided exaggeration and biasness and exercised independence and due diligence in preparing valuation report.

(d) Valuation under different methods as prescribed in clause no. Annexure-E(B)(14) of Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015

Summary of valuation of Sonali Life Insurance Company LimitedPrice (amount in Tk.)

Sl. No. Method UsedMethod- 1 Net Asset Value per Share based valuation (with Actuarial

Valuation)14.13

Method- 2 Average Market Price of Similar stock based valuation 48.56

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Justification of the valuation of share price of Sonali Life insurance Company Limited

Method- 1: Net Asset Value per Share based valuation (with Actuarial Valuation)According to the actuarial valuation, the value per ordinary share of Sonali Life Insurance Co Ltd as on 31 December 2017 based on Net Assets Value (NAV) is Tk. 14.13 as worked out below:

Particulars Amount in Tk.Total realizable assets 68,871,493.00

Less: Total liabilities 314,484,559.00

Net Assets 254,386,934.00Number of ordinary shares issued 18,000,000.00Value per ordinary share 14.13

Note:Total realizable assets = Property and assets – preliminary expenses - deferred expenses

Total liabilities = (Capital and liabilities + net policy liabilities) – (paid up capital + life insurance fund)

Net Policy Liabilities taken from the valuation report as at 31.12.2017 i.e. Tk. 178,687,000.00

No actuarial valuation is made after 31 December 2017. According to section 13 (1) of Insurance Act 1938, valuation report of life insurance business is valid up to two years. Therefore, value per share has been calculated based on valuation report as on 31 December 2017.

In the calculation of NAV, value of property &assets, preliminary expenses, deferred expenses, capital & liabilities, paid up capital, life insurance fund are taken from the Balance Sheet as at 31.12.2017 and Net Policy Liability is taken from Valuation report 31.12.2017 since no valuation report is made after 31.12.2017.

Method- 2: Average Market Price of Similar stock based valuation

Date Sunlife Ins. Co. Ltd. Rupali Life Ins. Co. Ltd.

Padma Life Ins. Co. Ltd

Meghna Life Ins. Co. Ltd.

Pragati Life Co. Ltd.

Sep-18 23.72 18.85 25.26 52.77 105.69Aug-18 23.14 19.59 29.93 52.24 101.80Jul-18 21.39 15.83 31.52 53.86 98.09Jun-18 20.98 16.26 33.17 56.74 96.30May-18 22.17 19.86 37.48 57.99 99.04Apr-18 23.39 19.34 43.10 60.70 107.66Mar-18 22.89 20.09 41.77 55.15 101.75Feb-18 25.07 20.93 42.53 57.91 105.21Jan-18 25.56 21.72 48.12 57.86 109.50Dec-17 25.06 20.55 50.32 59.80 113.56Nov-17 22.72 22.54 42.06 57.62 105.14Oct-17 21.80 18.85 43.04 58.24 108.09

Average 23.1575 19.5341666666667 39.025 56.74 104.319166666667

Average market price per share of similar stocks 0

The offering price for the ordinary shares of Sonali Life Insurance Company Limited has been determined at par value of Tk.10.00 each.

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Sd/- Zafar HalimActuaryFully Regulated Member of the UK Actuarial Profession13 September, 2018

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CHAPTER XVI: DEBT SECURITIES

The Company neither issued nor is planning to issue any debt security within next six months.

CHAPTER XVII: PARTIES INVOLVED AND THEIR RESPONSIBILITIES

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Parties involve with Sonali Life Insurance Company Limited Responsibilities(a) Issue Manager ICB Capital Management Limited

Agrani equity & Investment Limited

The Issue Managers are responsible to comply with all the requirements as per Bangladesh Securities and Exchange Commission (Public Issue) Rules 2015 including preparation and disclosures made in the prospectus, Roadshow and other responsibilities as mentioned in the due diligence certificate

(b) Underwriters ICB Capital Management Limited The Underwriter(s) is responsible to underwrite the public offering on a firm- commitment basis as per requirement of Bangladesh Securities and Exchange Commission (Public Issue) Rules 2015. In case of under-subscription in any category by up to 35% in an initial public offer, the unsubscribed portion of securities shall be taken up by the underwriter(s)

(c) Statutory Auditor Ahadmed and Akther..

To express an opinion on financial statements of the auditor based on their audit. An auditor conducting an audit in accordance with Bangladesh Standards on Auditing (BSA) is responsible for obtaining reasonable assurance that the financial statements taken as a whole are free from material misstatements whether caused by fraud or error

(d) Cost Auditor Not Applicable. Not Applicable.(e) Acturial Z Halim & Associates Actury is responsible for the accuracy of the

valuation of policy liabilities of Sonali Life Insurance Company Limited as at 31 December, 2017 made for the purposes of the Abstracts prepared in accordance with the requirements of Section 160 of the Insurance Act, 2010(Part II of the Fourth Schedule of the Insurance Act,1938).

(f) Credit Rating Agency WASO Credit Rating Company Credit Rating Company is responsible for conducting the long term and short-term rating of the company based on its financial statements and other relevant qualitative and quantitative information. Credit Rating Company shall publish the rating in its public website when it issues or updates a final rating.

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CHAPTER XVIII: MATERIAL CONTRACTS:

(a) Major agreements entered into by the Issuer.

1) Issue Management Agreement between the Company and ICB Capital Management Limited and Agrani Equity & Investment Limited;

2) Underwriter Agreement with ICB Capital Management Limited.

(b) Material part of the agreements: Contract Material parts of the agreements

Issue Management Agreement with

ICB Capital Management Ltd.

Agrani Equity

Signing Date October 01, 2018

Tenure: This Agreement shall be valid until completion of subscription of shares and unless this Agreement is extended or earlier terminated in accordance with the terms of this Agreement

Principal Terms and Condition:

1) According to Article 2.1; the scope of the services to be rendered by the ISSUE MANAGER to the ISSUER under this agreement shall cover Regulatory Compliance, Underwriting Co-operation, Issue Arrangements and Public offer and invitation.

2) According to Article 3.1 Without prejudiceISSUER hereby declares that it agrees to comply with all statutory formalities under Companies Act, 1994, Guidelines issued by Bangladesh Securities and Exchange Commission and other relevant status to enable it to make the issue.

3) According to Article 4.1 Without prejudice to other stipulations relative to the responsibility of the ISSUE MANAGERS, it is responsible towards the COMPANY for strict compliance of this Agreement and to comply with all term therein.

4) According to Article 5.1 The Issuer shall payto Issue Managers at 1.00% on the public offer amount for the Issue Management Services.

5) According to Article 8.1 The Issue Manager shall ensure compliance of the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, Dhaka Stock Exchange (Listing) Regulations, 2015, Chittagong Stock Exchange (Listing) Regulations, 2015, and other relevant rules, regulations, practices, directives, guidelines, etc.

Contract Material parts of the agreements

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Underwriting Agreement with

ICB Capital Management Ltd.

Signing Date October 01, 2018

Tenure: This Agreement shall be valid until completion of subscription of shares and unless this Agreement is extended or earlier terminated in accordance with the terms of this Agreement

Principal Terms and Condition:

1. In case of under-subscription in any category by up to 35% in an Initial Public Offer, the undersubscribed portion of securities shall be taken up by the underwriter.

2. In case of failure to deposit the remaining amount by the eligible investors, the unsubscribed securities shall be taken up by the underwriter.

3. The issuer, in the event of under subscription, shall send notice to the underwriter(s) within ten days of closure of subscription calling upon them to subscribe the securities and pay for this in cash in full within fifteen days of the date of said notice and the said amount shall be credited into securities subscription account within the said period. If payment is made by Cheque/ Bank Draft by the underwriter it will be deemed that the underwriter has not fulfilled his obligation towards his underwriting commitment under this agreement, until such time as the Cheque/ Bank Draft has been encased and the Company’s account credited. In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen) days, the Company shall send proof of subscription and deposit of money by the underwriter to the Commission.

In the case of failure by the underwriter to pay for the shares under the terms mentioned above, the said underwriter will not be eligible to underwrite any issue, until such time as he fulfils his underwriting commitment under this Agreement and also other penalties as may be determined by the Commission may be imposed.

In the case of failure by the underwriter to pay for the shares within the stipulated time, the Company/issuer will be under no obligation to pay any underwriting commission under this Agreement.

In the case of failure by the Company to call upon the underwriter for the aforementioned purpose within the stipulated time, the Company and its Directors shall individually and collectively be held responsible for the consequences and/or penalties as determined by the Bangladesh Securities and Exchange Commission under the law.

4. The Company shall pay to the underwriter an underwriting commission at the rate of 0.20% of the amount underwritten hereby agreed to be underwritten by it.

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Contract Material parts of the agreements

Registrar to the Issue Agreement

N/A

(C) Fees Payable to different parties

Manager(s) to the Issue fee

ICB Capital Management Limited and Agrani Equity & Investment Limited are the Managers to the Issue. The Issue Managers will get 1% of the Issue size as issue management fee, i.e. BDT19.00 lac; Of this amount BDT 17.10 lac will be paid to ICB capital Management Limited and BDT. 1.90 lac will be paid to Agrani Equity & Investment Limited.

Commission for the Underwriters

The company shall pay to the underwriters an underwriting commission at the rate of 0.50% of the IPO amount of the issue value of shares underwritten by them out of the Public Issue.

Registrar to the Issue fee

N/A

Credit Rating fee

The Credit rating of the Company is conducted by the Waso Credit Rating Ltd.and they got Tk. 200,000.00 as credit rating fee.

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CHAPTER XIX: OUTSTANDING LITIGATIONS, FINE OR PENALTY:

a) The following outstanding litigation against the issuer or any of its Directors and fine or penalty imposed by any authority:

(i) Litigation involving Civil Laws(ii) Litigation involving Criminal Laws(iii) Litigation involving Securities, Finance and Economic Laws(iv) Litigation involving Labor Laws(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes or duties)(vi) Litigation involving any other Laws

There is no outstanding litigation against the issuer or any of its Directors and fine or penalty imposed by any of the above authorities.

b) Cases including outstanding litigations filed by the Company or any of its directors:

(i) Litigation involving Civil Laws: No cases filed by the company or any of its directors.(ii) Litigation involving Criminal Laws: No cases filed by the company or any of its directors.(iii) Litigation involving Securities, Finance and Economic Laws: No cases filed by the company or any of

its directors (iv) Litigation involving Labor Laws: No cases filed by the company or any of its directors regarding some

disallowances of expenses and adding back of arbitrary income(v) Litigation involving Taxation (Income tax, VAT, Customs Duty and any other taxes/duties):There are

no outstanding cases filed by the Company or any of its Directors relating to above litigations.(vi) Litigation involving any other Laws: No cases filed by the company or any of its directors.

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CHAPTER XX: RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISKS:

The disclosures of risk factors shall include the following:

(i) Internal risk factors;(ii) External risk factors;

(i) Internal risk factors may include, among others:

(a) Credit Risk;

Credit risk refers to the risk that a borrower may not repay a loan and that the lender may lose the principal of the loan or the interest associated with it. Credit risk arises because borrowers expect to use future cash flows to pay current debts; it's almost never possible to ensure that borrowers will definitely have the funds to repay their debts. Interest payments from the borrower or issuer of a debt obligation are a lender or investor's reward for assuming credit risk.

Management perception

The Issuer is planning to raise capital through IPO subject to approval of regulatory authority, which shall diversify the capital structure of the Company. The Company did not expose to any credit crunch in the past. Again the Company is regularly paying its debt obligation. So in this back drop it is expected that there are less exposure of credit risk which may be eroded the issuer ’s financial soundness and less possibilities to be credit defaulter in near future.

(b) Liquidity Risk;

Liquidity risk is the risk that the Company will not be able to meet its financial obligations as they falls due. Liquidity risk arises due to insufficient fund to meet up short and long-term liability.


The Company's approach to managing liquidity (cash and cash equivalents) is to ensure, as far as possible, that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. Typically, The Company ensures that it has sufficient cash and cash equivalents to meet expected operational expenses, including financial obligations through preparation of the cash flow forecast based on time line of payment of the financial obligation and accordingly arrange for sufficient liquidity/fund to make the expected payment within due date.

Again, SLIC has sufficient premium income to meet any unforeseen claim or payment. So it is expected that liquidity risk shall not impact on the Issuer to a large extent to run the day to day business operation.

(c) Risk associated with the issuer’s interest in subsidiaries, joint ventures and associates;Return of investment of the holding Company may be eroded due to conflict of interest among the group or any significant financial loss of the subsidiary and associates Company.

Management perceptionThe Company SLIC does not have any subsidiaries, joint venture and associates companies. So there are no such possibilities of arisen risk in this respect.

(d) Significant revenue generated from limited number of customers, losing any one or more of which would have a material adverse effect on the issuer;

The revenue of the Company exposed to hindrance due to significant portion of revenue generated from concentrated customer

Management perceptionThe Company SLIC is not dependent on any single customer. The Company has huge number of retail customer who regularly take insurance policies. The revenue of the Company is not concentrated neither to any single customer nor to any Group.

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(e) Dependency on a single or few suppliers of raw materials, failure of which may affect production adversely; Interruption in raw material supply may impediment of smooth production process.

Management perceptionThe Company SLIC is delivering insurance service to its clients. The Company does not require any raw materials.

(f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary;Revenue would be concentrated if it comes from sister concern or associate or subsidiary Company.

Management perceptionThe Company SLIC has no associate or subsidiary or sister concern. 100% of its revenue has come from customers.

(g) Negative earnings, negative cash flows from operating activities, declining turnover or profitability, during last five years, if any;

Any history of negative earnings, negative cash flows from operating activities, declining turnover or profitability may impede the confidence of the investors for future potentiality of the Company

Management perceptionThe Company has positive track record of earnings and cash flow from operation last five years and expected to hold this position in upcoming years.

(h) Loss making associate or subsidiary or group companies of the issuer;The Company may exposed to risk of contagion which refers that the financial problem, especially insolvency, of one member of a group will bring about deterioration in the condition of all members.

Management perceptionThe Company has neither any associate nor subsidiary Company nor any group whichare making loss. So no risk shall be arisen in this respect.

(i) Financial weakness and poor performance of the issuer or any of its subsidiary or associates; Financial performance have material impact on the sustainability of the Company as going concern.

Management perceptionThe Company has a proven track record on its financial fundamentals. Again the Company has no subsidiary or associate Company. So there are less scope of arising of such risk.

(j) Decline in value of any investment;Investment value might rise or fall because of market conditions (market risk). Corporate decision, such as whether to expand into a new area of business or merge with another Company, can affect the value of investment

Management perceptionThe investment value was never declined. ROI of the Company during the last five years was positive. So it is expected that the trend of ROI in future shall be positive.

(k) Risk associated with useful economic life of plant and machinery, if purchased in second hand or reconditioned;The Company shall not be able to operate its business longer period due to limited life of plant and machinery

Management perceptionThe Company SLIC provides life insurance related services. There are no requirement of plant and machinery to meet up of its regular business activity.

(l) Adverse effect on future cash flow if interest free loan given to related party or such loans taken from directors may recalled;There are possibilities of a holding Company to expand through the use of debt or leverage, building an intricate corporate structure which can include unrealized values, thus creating a risk if interest rates on obligations or the evaluation of assets posted as guarantee for loans alter radicallyManagement perception

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Prospectus ofSLICL

The Company SLIC has sufficient liquid asset to meet up its liabilities. So there are less possibilities to be default.

(m) Potential conflict of interest, if the sponsors or directors of the issuer are involved with one or more ventures which are in the same line of activity or business as that of the issuer and if any supplier of raw materials or major customer is related to the same sponsors or directors;

Conflict of interest between the Issuer and its suppliers or major customer arise due to common management may create impediment in the day to day business operational process

Management perceptionNo sponsor or director holds any position or own any stake in the business of its supplier or customer. So no conflict would be arisen in this respect.

(n) Related party transactions entered into by the Company those may adversely affect competitive edge;In many cases related party transaction are under taken in the course of the normal business of an entity, in view of the nature of related party relationships and transactions they may carry a higher risk about the ability of the Company to continue in business as a going concern- if the entity’s interest is constantly subordinated to that of related party. Sometimes related party relationships and transactions may be difficult to identify and reported by the entity and subject to increased risk of fraud due to extensive and complex network of relationship sometimes put in place to obfuscate control of the entity, making related party transactions difficult to unravel. Sometime risk arise in the related party transaction due to entity’s information systems may not be effective in identifying and recording related party relationship and transaction.

Management perceptionThe Company provides adequate disclosures in the audited financial statements which is sufficient about its related party transaction. The above disclosure are presented in true and fair view of the Company’s transaction with the related party. So there are no such possibilities of arise of conflict in this respect.

(o) Any restrictive covenants in any shareholders' agreement, sponsors' agreement or any agreement for debt or preference shares or any restrictive covenants of banks in respect of the loan/ credit limit and other banking facilities;The future business process or revenue may hinder by any such restrictive covenants stipulated in the agreements with shareholders, with sponsor or any loan agreement with the bank or financial institutes.

Management perceptionThere are no such restrictive covenants persist with any shareholders, sponsor or any bank loan facility.

(p) Business operations may be adversely affected by strikes, work stoppages or increase in wage demands by employees;Every industry is operating mutually by workers and management mutual understanding. Owners are always concern aboutthe workers demand. There were precedence in past regarding workers violence in street, huge vandalism and put fire on motor vehicle causes a serious damage of the Company properties. Sometimes workers demanded more salary and stopped work which also create financial loss to the Company.

Management perceptionSLIC is a service oriented Company. There are no such worker for which the business operation of the Company was stopped. No situation arises in the Company in past in this respect. If any situation would arise among the employee, then owner and employee shall be settled down the situation with utmost considerable aspects.

(q) Seasonality of the business of the issuer;Revenue of the Company would be affected if the business is seasonal.

Management perceptionThe business of the Company does not depend on any season as demand for insurance service is remain throughout the year.Therefore, the Company’s revenue is not affected by any seasonal factor.

(r) Expiry of any revenue generating contract that may adversely affect the business;

The revenue would be squeezed if any contract for which revenue generated had expired.


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Prospectus ofSLICL

There are no such contract for which the future revenue would be squeezed.

(s) Excessive dependence on debt financing which may adversely affect the cash flow;The Company may expose to high degree of risk and its future cash flow from operation shall be squeezed due to financial expense.

Management perceptionNo excessive dependency on debt financing due to net worth is positive. Again the operating cash flow was positive last 5 years which indicates that the Company’ s cash generation capacity from operating activities is sufficient.

(t) Excessive dependence on any key management personnel absence of whom may have adverse effect on the issuer’s business performance;Key management personnel have key role in the organization for smooth operation of the Company. If key management personnel turnover is high that will have adverse impact on the organizational day to day activities.

Management perceptionSince inception of the Company, the employee rotation rate is low. The organizational structure is designed in such a way that there shall have no impact on Company’s overall performance if any key management person changes in the organization.

(u) Enforcement of contingent liabilities which may adversely affect financial condition;

Contingent liabilities are likely to have a negative impact on a Company's stock share price because they threaten to reduce the Company's assets and net profitability. The extent of the impact on share price depends on the estimated probability of the contingent liabilities becoming actual liabilities.

Management perceptionThere are no contingent liabilities against the Company.

(v) Insurance coverage not adequately protect against certain risks of damages;

The Company shall expose to significant loss if its assets are not properly covered by insurance.


There are sufficient insurance coverage for risks of damages

(w) Absence of assurance that directors will continue its engagement with Company after expiry of lock in period;The Company may expose to certain risk to operate its day to day business operations if current directors ‟ engagement shall not continue after expiry of lock in period.

Management perceptionAs the directors of the Company are owner and are continuing from the inception of the company so it is expected that they will continue after the lock in period.

(x) Ability to pay any dividends in future will depend upon future earnings, financial condition, cash flows, working capital requirements and capital expenditure;

Any future dividend payment depends on the future revenue generation. Any negative earnings in future shall be hindered future financial stability of the Company.

Management perceptionFrom existing business the Company shall earn significant revenue from which it will be possible to pay dividend regularly. It is presumed that the Company shall be able to pay dividend in future from the existing business.

(y) History of non-operation, if any and short operational history of the issuer and lack of adequate background and experience of the sponsors;

The Company may appear in disrupt of future operation if it had any non-operation history or short operational history which may repeated in future or lack of adequate background and experience of the sponsor have some operational risk due to complex nature of problem shall not be resolved without having proper knowledge.

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Prospectus ofSLICL

Management perceptionThe Company started its journey more than five years and has successfully been operating till date. Since its inception there are no history of non-operation. On the other hand all sponsors of the Company have vast experience in business. If any problem would arise, the sponsor would mitigate that the problem as usual manner.

(z) Risks related to engagement in new type of business, if any;

Entrepreneurs face many challenges when starting a new business. A depressed economy, uncertain market conditions and financial struggles all pose a legitimate threat to the successful launch of a new Company.


The Company shall not engage in any new type of business by IPO proceeds rather investment in current business.

ii) External risk Factors

(aa) Risk in investing the securities being offered with comparison to other available investment options;The Company would be exposed off potential financial distress if return on invest is low compare to alternative investment options they have.

Management perceptionNo other investment option that the Company has been considered except the fund utilizations as described in the section xxii under the head “Use of proceeds”.

(bb) Any penalty or action taken by any regulatory authorities for non-compliance with provisions of any law;

The Company shall have risk to expose of eroded its brand name and goodwill in case of penalty or action taken by the regulatory authority.

Management perceptionPresently, there are no regulatory penalty or action taken by any regulatory authorities for non-compliance with provisions of any law. On the other hand SLIC has good record from IDRA (Insurance Development and Regularity Authority).

The Company SLIC did not expose to any such penalty from its inception. So the management of the Company alleged that there are little scope of arising such risk in near future.

(cc) Litigations against the issuer for Tax and VAT related matters and other government claims, along with the disclosures of amount, period for which such demands or claims are outstanding, financial implications and the status of the case;

Any litigation in terms of unsettled tax, VAT or any other Govt. claim may hamper business operation of The Company as well as may create future potential financial losses.

Management perceptionThere are no litigation against the Company.

(dd) Registered office or factory building or place of operation is not owned by the issuer; If office and factory location is not owned by the Company business operation may hamper.

Management perceptionThe Registered office and the place of operation of the company is under rent from third party. The company has agreement of ten years with the landlord and the agreement is renewable. So, there is least possibility of arising any risk related to office space.

(ee) Lack of renewal of existing regulatory permissions or licenses; Non-renewal of license may hamper day-to-day business operation of the Company.


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Prospectus ofSLICL

All licenses are valid and up dated. The management of the Company always takes timely steps to renewal of all its regulatory licenses. So scope of arising any risk in this respect is low.

Failure in holding AGM or declaring dividend or payment of interest by any listed securities of the issuer or any of its subsidiaries or associates;

There may have legislative impact on business operation of any group Company by any judgment of Honorable High court in case of failure of any listed Company of the group for not comply with the state laws such as The Companies Act 1994 or payment of dividend to the shareholders in due course.

Management perceptionThe Issuer has no listed securities, subsidiaries, or associates Company who fail to hold AGM or declaring dividend or payment of interest. So there are less possibilities to arise any risk in this respect.

(gg) Issuances of securities at lower than the IPO offer price within one year;

If the Issuer issues share at lower than the IPO offer price within one year, there will have possibilities to arise misperception about IPO price.

Management perceptionThe Company does not issue any securities at lower than the IPO offer price within one year.

(hh) Refusal of application for public issue of any securities of the issuer or any of its subsidiaries or associates at any time by the Commission.

Any refusal of application for public issue of any securities of the issuer may hinder confidence of the Company or convey negative impression about the financial status to the shareholders.

Management perceptionThe Company SLIC has not faced any refusal of application for public issue of any securities at any time by the commission.

(ii) External risk factors may include among others:

Investment in capital market involves exposure to several types of risks. Sonali Life Insurance Company Limited operates in an industry that is exposed to several external risk factors over which the Company has little or no control. The following includes some of the significant risk factors that may affect the value of the company’s shares. Hence, a rational investor should carefully consider all the information contained in this prospectus including the risk factors elaborated below.

(a) Interest rate risks;Volatility of money market may influences the overall interest rate structure of the country. So, any unfavorable change in interest rate structure may affect the company’s business adversely.


The Company invests in securities and has deposits that are subject to interest rate risk. Interest rate risk to the Company is the risk of changes in market. Interest rate reducing the overall returns on its interest basis securities. The Company limits interest risk by monitoring changes in interest rates in the money market and by diversifying into various institutions (issuers’ of securities).

(b) Exchange rate risks;Exchange rate risk arises from currency fluctuation in international trade. If Bangladeshi Taka is devalued and/or foreign currency revalued than the price of imported raw materials will go up which will decrease the overall profit margin. Taka has been devalued significantly against dollar and it is very unlikely of any immediate appreciation of Taka.

Management perceptionSince SLICis not engaged into any insurance business in foreign currency, exchange rate risk is not relevant here.

(c) Industry risks;Industry risk arises due to risk associated with business and macro-economic factors of the industry such as labor unrest, shortage of power, rising of raw material cost or shortage of raw material supply etc. If risk factor pertaining to industry is high, the growth of the industry shall be lower or may be eroded the entire potentiality of that industry.

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Prospectus ofSLICL


The Company is operating in a highly competitive industry. Presently, 32 life insurance companies including the JBC are operating in the country. SLIC has to face stiff competition arising from the existing 31 life insurance companies excluding JBC.

The Company has successfully accessed the market till date with a proactive approach by a group of professional and vast experienced peoples. Therefore the Company is working on offering services at competitive terms. Despite the extreme competition, SLIC ’s business operation shows satisfactory performance.

(d) Economic and political risks;

Economic riskEconomic risk arises due to some various factors such as political or regulatory policy change, including adverse impact of globalization, social disturbances due to political unrest, terrorist attacks and other acts of violence or war, natural calamities,Commodity and hike commodity & energy prices and various other factors. The consequence of economic risk is that the growth of development may be eroded or hampered and any significant changes may adversely effect on business and profitability of the Company.

Management perception:Bangladesh economy is booming for last few years. Consistent industrial growth along with increased agricultural production has made the per capita income higher than that of recent years. In addition, favorable government policies and industry friendly policies by other regulatory bodies have proved to be congenial to the economy of the country. Bangladesh has been considered to be next emerging country in terms of economic development. This indicates the future potentiality of our country ’s economic strength. Despite of some economic shortfall, Bangladesh economy is going to be stands on a strong platform in terms of micro and macro economy indicators such as inflation, exchange rate, foreign reserve, GDP growth, per capital income, domestic demand, Labor rate etc. Management of the Company has keen focus on the economic movement of the country and shall be take decision accordingly to adjust any unfavorable situation in this respect

Political riskThe risk that an investment returns could suffer as a result of political changes or instability in a country. Instability affecting investment returns could stem from a change in government, legislative bodies, other foreign policy makers, or military control

Management perceptionThe management of the Company believes that more effective management of political risk shall help the companies in protection of their investments and shall improve the performance of business operation. Management perceives that, this requires more integration of political risk management into a systematic process as well as shall have to be embedded in a company’s other business processes. The management of the Company is fully aware of the potential risk related with political outcome and accordingly they have taken several safe guard to prevent the financial loss of the Company.

(e) Market and Technology

Market risks

The company continues to adopt a prudent policy in respect of investments. The investments are mainly in Govt. securities. Fixed Deposits Receipts (FDR’s) with various commercial banks and financial institutions having acceptable performance parameters and ratings and equity shares in listed companies having good and positive fundamental and technical attributes.The Company also limits market risk maintaining a diversified profile and by continuous monitoring of developments in Govt. securities (bonds) equity and term finance certificates markets.

Management perceptionInsurance business globally is increasing. Industrialization and other infrastructure of the country are remarkably developing; as such the general insurance business is increasing day by day. New items are coming under the cover of insurance. The market is expanding as people are realizing the importance of insurance. Because of the company ’s excellent services and introduction of new products, the Company faces low risk related with market.Technology-related risksTechnology is a continuous process of development. Innovation of new and cost effective technology may obsolete existing technology, which may cause negative impact on the business. The operation of the Company is capital intensive and the quality of the products is directly related to the sophistication of the machinery in use. In case, the technology of the machineries becomes obsolete, cost advantage and quality of production of the Company may be affected adversely.

Management perceptionsThe Company believes that there is very low probability that the technology change may adversely impact on the Companies Business operation.

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Prospectus ofSLICL

(f) Potential or existing government regulations;The development of the industry is mostly depends on government support. If Government fiscal and monetary policy is unfavorable towards the Insurance industry, the growth and development of this sector would not be possible.

Management PerceptionsThe Government of Bangladesh is highly concentrated on economic development of the Country through industrialization. Bangladesh has been considered the most emerging economy country which economy is growing continuously. As progress ofEconomy is continuing, the others sub sectors also improving. By this way insurance sector shall be developed as new business opportunity has been created through economic progress.

The Management of SLIC perceives that these facilities shall remain in near future, which shall have positively impact on development of insurance industry of our Country.

(g) Potential or existing changes in global or national policies;The Company operates in an insurance industry. At present, government policy and global business situation is favorable for development in this sector. If any change in this condition, the profitability of the Company shall be affected.

Management perceptionInsurance sector is a vital sector for the economic development of Bangladesh. The government incentives and subsidies are also vital to the sustainability of this sector. The Government of Bangladesh is aware of this fact. Hence, it is not expected that any undue tax or duty will be imposed that may adversely affect the sector’s sustainability. Rather, the Government is keen to support the industry. Again any changes in the policy of international trade and may adversely affect the all global nations. So in that case the management of SLIC shall reset their policy according to the global policy changes.

(h) Statutory clearances and approvals those are yet to be received by the issuer;

To smooth running of the business operation, statutory clearance is required. The Company has to comply with several specific regulations of its primary regulator i.e., Insurance Development and Regulatory Authority (IDRA). Any non-compliance of its rules and regulation may impede the Initial Public Offering Process.


The Management of SLIC has been aware about the rules and regulations of their primary regulator i.e., Insurance Development and Regulatory Authority (IDRA. The Management of SLIC believes that if there any statutory clearance required in future in any manner, they shall approach to the regulator in due course.

(i) Competitive condition of the business;

In Bangladesh, during the 1970s, government-owned JBC and SBC were the only provider of life and general insurance coverage for individual and business properties. During that time insurance products were very few in number and the industry did not take innovative efforts for product development. In the country the first private insurance Company was set up in 1985. Since then non-government insurers have shown rapid growth in terms of institutional set-up, policy design and business expansion. When non-government insurers gradually have gained the foothold in the country, real competition in the sector has begun. However, the insurance industry in Bangladesh is very small compared to its economy and the number of insurance policyholders is still not increasing satisfactorily. At present, there are 45 general (non-life) insurance and 32 life insurance companies are operating in Bangladesh, which are inadequate to provide insurance services to about 160 million people. Insurance is a form of risk management, used to hedge against the risk of a contingent loss. It involves the transfer of the risk of potential loss from one entity to another, in exchange for a risk premium. Given this role, the insurance sector fosters financial stability by enabling economic agents to undertake various transactions with the facility of transfer and dispersion of risks. As a crucial component of the financial system, life insurance plans are an important source of savings and long-term institutional investments essential for the development and growth of bond markets. The role of insurance as a financial intermediary is particularly important in countries like Bangladesh with low levels of financial penetration.


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Prospectus ofSLICL

As well as the problems mentioned above, there are many good signs for the insurance business in Bangladesh. The factors that can facilitate the insurance business in our country are discussed below. These facts can be measured as the prospective fields for insurance business in Bangladesh.

Higher GDP

The GDP of our country is increasing than the previous years, which results in increase of per capital income. Therefore, this growing GDP and income holds bright prospects for life insurance companies.

New business’s individual insurance

There are so many new businesses starting every day and manufacturing sector is booming with global demand. Every business’s employees are insured under a life insurance Company to protect its employees from any financial loss. Therefore growing industry, mill,factories are creating better scope for the life insurance companies to flourish their business.

Developing mass awareness about insurance

People are now much more conscious about their safety. So they are encouraged to take an insurance policy for making their life free from any unexpected occurrence. Increase in literacy rate is helping predominantly to create awareness among the people regarding taking insurance policy. Besides this insurance companies are also trying to eradicate the negative attitude of people towards the insurance Company by organizing various programs such as seminars, programs including social responsibilities etc.

(j) Complementary and supplementary products or services, which may have an impact on business of the issuer.

Complementary and supplementary product may have impact on sale of the existing product of the Company.

Management perceptionSLICL provides insurance services which has no supplementary or complementary product at all to its users.

CHAPTER XXI: DESCRIPTION OF THE ISSUE:

a) Issue Size: raising fund of BDT 19.00 c66rore.

(b) Number of securities to be issued; Public issue of SLICL is 19,000,000 ordinary shares.

(c)Authorized capital and paid-up capital;Authorized capital: Tk. 1,000,000,000.00Paid-up capital: Tk 285,000,000 .00

(d) Face value, premium and offer price per unit of securities;Face Value: Tk. 10.00Offer Price: Tk. 10.00

(e)Number of securities to be entitled for each category of applicants;

Offering of 19,000,000 ordinary shares, of these ordinary shares 50% i.e. 9,500,000 ordinary shares are reserved for Eligible Investor (EI) which includes 40% i.e. 7,600,000 ordinary shares for EI excluding Mutual Funds and CIS and 10% i.e.

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Prospectus ofSLICL

1,900,000 ordinary shares for Mutual Funds and CIS and remaining 50% i.e. 9,500,000 ordinary shares for General Public including NRB at the issue price of Tk. 10.00 (at per) totaling BDT 190,000,000.00.


Pre-Issue (a)

IPO (b)


1 Sponsors and Directors 28,500,000 - 28,500,000 100% 60%

2 Institutional - 9,500,000 9,500,000 - 20%

3 Public - 9,500,000 9,500,000 - 20%Total 28,500,000 19,000,000 47,500,000 100% 100%

Eligible investor (EI) General publicMutual Funds& CIS EI excluding mutual fund

and CIS NRB GP excluding NRB% No. of Shares % No. of Shares % No. of Shares % No. of Shares

10% 1,900,000 40% 7,600,000 10% 1,900,000 40% 7,600,000

(f) Holding structure of different classes of securities before and after the issue;


Pre-Issue (a)

IPO (b)


1 Sponsors and Directors 28,500,000 - 28,500,000 100% 60%

2 Institutional - 9,500,000 9,500,000 - 20%

3 Public - 9,500,000 9,500,000 - 20%Total 28,500,000 1,900,000 47,500,000 100% 100%

(g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital.

Objective of the issue including financing requirements and feasibility in respect of enhanced paid-up capital incorporated are available in the Section- XXII under the head of “Use of Proceeds”.

CHAPTER XXII: USE OF PROCEEDS

The use of the issue proceeds shall be disclosed in the prospectus in details:

Provided that not more than 1/3rd of the issue proceeds shall be used for repayment of loans or as working capital. The following disclosures shall be made in this regard:

(a) Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise break-up;

Sl. Area of utilization of IPO Proceeds Amount in Tk. Remarks1 Investment in FDR & Treasury Bond 178,000,000.00

Please see Note-12 To meet up IPO expenses 12,000,000.00Total 190,000,000.00

Note-1: Details break up of Investments inFDR & Treasury Bond

Sl Area of Investment % of Investment Amount Rate of Interest1 FDR 85% 151,300,000 Subject to market rate2 Treasury Bond 15% 26,700,000 Subject to market rate

Total 100% 178,000,000

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Prospectus ofSLICL

b) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors’ contribution and capitalraised of the issuer at the time of submission of prospectus, in details with indication of use of such funds in the financial statements;

The sponsor of the company has given paid up capital through cash consideration which was used in ordinary course of business. Apart from that, th company has not received any fund through private placement from any sponsor or any other person.

The utilization of the paid up capital of the company are as follows:

Sl. Particulars DescriptionAmount in

TakaIndication In the Financial

Statement

1 Transport Motor Vehicles (15* Tk. 22.50 lac each) 39,786,000Statement Of Financial Position as at 30 Sep, 2018

2 Long term Investment Investment In FDR and Treasury Bond 3,200,000Statement Of Financial Position as at 30 Sep, 2018

3 Furniture and Equipment Purchase Office Furniture and Decoration 5,295,520Statement Of Financial Position as at 30 Sep, 2018

4 Software and Hardware

Company’s Apps, Software upgradation, Purchase new computers, Servers and electronic hardware for network up graduation

23,270,590Statement Of Financial Position as at 30 Sept, 2018

Total 71,552,110


Add.MD &Chief Financial Officer


Sd/-Noor-E-Hafza

Chairman

(c) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any acquisition, details of the form of investment, nature of benefit expected to accrue to the issuer as a result of the investment, brief description of business and financials of such venture;

The Company has no objective to invest in any joint venture, subsidiary, associate or for any acquisition purpose.

(d) If IPO proceeds are not sufficient to complete the project, then source of additional fund must be mentioned. In this connection, copies of contract to meet the additional funds are required to be submitted to the Commission. The means and source of financing, including details of bridge loan or other financial arrangement, which may be repaid from the proceeds of the issue along with utilization of such funds;

The company has not received any additional fund to fund requird to comple the project.

(e) A schedule mentioning the stages of implementation and utilization of funds received through public offer in a tabular form, progress made so far, giving details of land acquisition, civil works, installation of plant and machinery, the approximate date of completion of the project and the projected date of full commercial operation etc. The schedule shall be signed by the Chief Executive Officer or Managing Director, Chief Financial Officer and Chairman on behalf of Board of Directors of the issuer;

Implementation schedule of IPO proceed

Sl. Area of utilization of IPO proceeds Amount in Tk. Approximate date of utilization of fund

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Prospectus ofSLICL

1 Investment in FDR & Treasury Bond 178,000,000.00 Within 01 month after listing

2 To meet up IPO expenses 12,000,000.00 Time to time as and when required


Add.MD &Chief Financial Officer


Sd/-Noor-E-Hafza

Chairman

(f) If there are contracts covering any of the activities of the issuer for which the proceeds of sale of securities are to be used, such as contracts for the purchase of land or contracts for the construction of buildings, the issuer shall disclose the terms of such contracts, and copies of the contracts shall be enclosed as annexure to the Prospectus;

There is no contract covering any of the activities of the issuer company for which the proceeds of sale of securities from IPO is to be used.

(g) If one of the objects of the issue is utilization of the issue proceeds for working capital, basis of estimation of working capital requirement along with the relevant assumptions, reasons for raising additional working capital substantiating the same with relevant facts and figures and also the reasons for financing short with long term investments and an item wise break-up of last three years working capital and next two years projection;

There is no object of the issue for utilization of the issue proceeds as working capital.

(h) Where the issuer proposes to undertake one or more activities like diversification, modernization, expansion, etc., the total project cost activity-wise or project - wise, as the case may be;

There are no such activities proposes to undertake by the issuer.

(i) Where the issuer is implementing the project in a phased manner, the cost of each phase, including the phases, if any, which have already been implemented;

The implementation of the project will be implemented in a single phase.

(j) The details of all existing or anticipated material transactions in relation to utilization of the issue proceeds or project cost with sponsors, directors, key management personnel, associates and group companies;

There is no such material transaction with sponsors, directors, key management personnel, associates and group companies in relation to utilization of the issue proceeds.

(k) Summary of the project appraisal or feasibility report by the relevant professionals not connected with the issuer, issue manager and registrar to the issue with cost of the project and means of finance, weaknesses and threats, if any, as given in the appraisal or feasibility report;

The company will utilize the IPO fund by investing in Government Securities and FDR. So, no project appraisal or feasibility report is required in this respect.

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Prospectus of SLICL

CHAPTER XXIII: LOCK- IN

a) Ordinary shares of the issuer shall be subject to lock-in, from the date of issuance of prospectus or commercial operation, whichever comes later, in the following manner:

(1) All shares held, at the time of according consent to the public offer, by sponsors, directors and shareholders holding ten percent (10%) or more shares, other than alternative investment funds, for 03(Three) years;

(2) In case any existing sponsor or director of the issuer transfers any share to any person, other than existing shareholders, all shares held by those transferee shareholders, at the time of according consent to the public offer, for 03 (three) years;

(3) Twenty five percent (25%) of the shares allotted to eligibleinvestors, for 06 (six) months and other twenty five percent (25%) of the shares allotted to them, for 09 (nine) months;

(4) All shares held by alternative investment funds, at the time ofaccording consent to the public offer, for 01 (one) year;

(5) All shares held, at the time of according consent to the publicoffer, by any person other than the persons mentioned in subrules(1), (2) and (3) above, for 01 (one) year.

Provided that ordinary shares converted from any other type ofsecurities shall also be subject to lock-in as mentioned above.

b) Statement of securities to be locked in for each shareholderalong with BO account number, lock-in period and number of securities to be locked in

The following table indicates the Lock-In status of the shareholders of Sonali Life Insurance Company Limited:

SL. No.

Name in Ful l Position with the Company BO Account Number

Number of shares held

and to be locked in

% of share held

Date of Acquisition

Lock-in period from the date of

issuance of Prospectus

01. Mrs. Noor-E-Hafza Sponsor Director 1203020058289777 2,927,500 10.27 17.07.201309.06.2018 3 years

02. Mrs. Fauzia Qumrun TaniaSponsor Director

1203710018181821 4,386,500 15.39 17.07.201309.06.2018 3 years

03Rupali Insurance Company Ltd (Nominated by K. M. Farookh)

Sponsor Director1201830004744209 4,566,000 16.02 17.07.2013

09.06.2018 3 years

04. Mr. Sheikh Mohammed Danial

Sponsor Director 1203020056349992 3,695,000 12.96 17.07.201309.06.2018 3 years

05. Mrs. Shafia Sobhan Chowdhury

Sponsor Director 1203710040903803 3,630,000 12.74 17.07.201309.06.2018 3 years

06. Mrs. Kamrun NaharSponsor Director 1201820064096496 1,150,000 4.04 17.07.2013

09.06.2018 3 years

07. Mrs. Maya Rani Roy. Sponsor Director 1203770066436118 1,000,000 3.51 17.07.201309.06.2018 3 years

08. Mr. Sheikh Omar FaruqueSponsor Director 1602070008340181 1,000,000 3.51 17.07.2013

09.06.2018 3 years

09. Mr.Omar KhayumSponsor Director 1602070008340147 1,000,000 3.51 17.07.2013

09.06.2018 3 years

10. Mr. Ahmed Rajeeb Samdani. Sponsor Director 1204500032808706 1,530,000 5.37 17.07.201309.06.2018 3 years

11. Mrs. Hazera Hossain. Sponsor Director1204585679554211 1,285,000 4.51 17.07.2013

09.06.2018 3 years

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Prospectus of SLICL

12. Mrs. Hoda Ali SelimSponsor Director

1204500061169239 1,000,000 3.51 17.07.201309.06.2018 3 years

13. Nargis Mahmuda.

Sponsor Shareholder 1203770068346136 1,000,000 3.51 17.07.2013 3 years

14. Phowzia Khan Sponsor Shareholder 1203710059843364 330,000 1.16 17.07.2013 3 years

Total 28,500,000 100.00

CHAPTER XXIV: MARKETS FOR THE SECURITIES BEING OFFERED

The issuer shall apply to the following stock exchanges within 7 (seven) working days from the date of consent accorded by the Commission to issue Prospectus:

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SL No. Name of the Exchange Logo Address

1 Dhaka Stock Exchange Limited (DSE) 9/F, Motijheel C/A, Dhaka-1000.

2 Chittagong Stock Exchange Limited (CSE)CSE Building, 1080 Sheikh MujibRoad, Chittagong.

Declaration about Listing of Shares with the Stock Exchange(s)

If none of the Stock Exchange(s), if for any reason, grant listing within 75 days from the closure of subscription, any allotment in terms of this Prospectus shall be void and the company shall refund the subscription money within fifteen days from the date of refusal for listing by the stock exchange, or from the date of expiry of the said 75 (seventy five) days, as the case may be.

In case of non-refund of the subscription money within the aforesaid fifteen days, the company directors, in addition to the issuer company, shall be collectively and severally liable for refund of the subscription money, with interest at the rate of 2% (two percent) per month above the bank rate, to the subscribers concerned.

The issue manager, in addition to the issuer company, shall ensure due compliance of the above mentioned conditions and shall submit compliance report thereon to the Commission within seven days of expiry of the aforesaid fifteen days time period allowed for refund of the subscription money.

Trading and Settlement

Trading and Settlement Regulation of the stock exchanges shall apply in respect of trading and settlement of the shares of the company.

The issue shall be placed in “N” Category with DSE & CSE.

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CHAPTER XXV: DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED

All types of securities outstanding or being offered with date or proposed date of such issue and to whom those are offered, number of securities and issue or offer pricealong with the following information:

(a) Dividend, voting and preemption rights;The Share Capital of the company is divided into Ordinary Shares, carrying equal rights to vote and receive dividend in terms of the relevant provisions of the Companies Act 1994 and the Articles of Association of the company. All Shareholders shall have the usual voting rights in person or by proxy in connection with, among others, election of Directors & Auditors and other usual agenda of General Meeting – Ordinary or Extra-ordinary. On a show of hand, every shareholder presents in person and every duly authorized representative of a shareholder present at a General Meeting shall have one vote and on a poll every shareholder present or by proxy shall have one vote for every share held by him or her.

In case of any additional issue of shares for raising further capital the existing shareholders shall be entitled to Right Issue of shares in terms of the guidelines issued by the BSEC from time to time.

(b) Conversion and liquidation rights;In terms of provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in force, the shares of the Company are freely transferable. The Company shall not charge any fee for registering transfer of shares. No transfer shall be made to a firm, an infant or person of unsound mind.

(c) Dividend policy;i. The profit of the Company, subject to any special right relating thereto created or authorized to be created by the

Memorandum and subject to the provisions of the Articles of Association, shall be divisible among the members in proportion to the amount of capital paid-up on the shares held by them respectively.

ii. No large dividend shall be declared than is recommended by the Directors, but the Company in its General Meeting may declare a smaller dividend. The declaration of Directors as to the amount of Net profit of the Company shall be conclusive.

iii. No dividend shall be payable except out of the profits of the Company or any other undistributed profits. Dividend shall not carry interest as against the Company.

iv. The Directors may from time to time pay the members such interim dividend as in their judgment the financial position of the Company may justify.

v. A transfer of shares shall not pass the right to any dividend declared thereon before the registration of transfer.vi. No limitation in payment of dividend is stipulated in any debt instrument or otherwise.

(d) Other rights of the securities holders;In terms of the provisions of the Companies Act 1994, Articles of Association of the Company and other relevant rules in force, the shares of the Company are transferable. The Company shall not charge any fee, other than Government duties for registering transfer of shares. No transfer shall be made to a minor or person of unsound mind.

The Directors shall present the financial statements as required under the law & International Accounting Standard. Financial statements will be prepared in accordance with the International Accounting Standards consistently applied throughout the subsequent periods and present with the objective of providing maximum disclosure as par law and International Accounting Standard to the shareholders regarding the financial and operational position of the company. The shareholders shall have the right to receive all periodical statement and reports, audited as well as un audited, published by the company from time to time.

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CHAPTER XXVI: FINANCIAL STATEMENTS

AHMAD & AKHTARChartered Accountants BCIC Bhaban (3rd floor)30-31, Dilkusha C/ADhaka – 1000, BangladeshPhone: 9561289, 9580056Fax : 88-02-9564366E-mail : [email protected]

[email protected]

Branch Office: Dhaka and ChittagongINDEPENDENT AUDITOR’S REPORT

TO THE SHAREHOLDERSOF

SONALI LIFE INSURANCE COMPANY LIMITED

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AUDITOR’S REPORT

AND

FINANCIAL STATEMENT

OF


Prospectus of SLICL

Report on the Financial Statements We have audited the accompanying Financial Statements ofSonali Life Insurance Company Limited (the company), which comprise the Statement of Financial Position as at 30 June 2018 and the Life Revenue Accounts, Statement of Changes in Equity and Statement of Cash Flows for the period from 01 January 2018 to 30 June 2018 then ended and a summary of significant accounting policies and other explanatory information thereto.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation and fair presentation of these financial statements in accordance with Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting Standards (BFRSs) and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements of the company based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing (BSA). Those standards require that we comply with relevant ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements of the company are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expression an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting principles used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements of the company.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the financial statements give a true and fair view of the statement of financial position of Sonali Life Insurance Company Limited as at 30 June 2018 and its financial performance and its cash flows for the period from 01 January 2018 to 30 June 2018 then ended in accordance with Bangladesh Accounting Standards (BASs) and Bangladesh Financial Reporting Standards (BFRSs), the companies Act 1994, Insurance Act 2010, Insurance Rules 1958 and the Securities and Exchange Rules 1987 and other applicable laws & regulations.

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Report on Other Legal and Regulatory Requirements

In accordance with the Companies Act 1994 and the Insurance Act 2010, we also report the following:

(i) 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 verification thereof;

(ii) in our opinion, proper books of account as required by law have been kept by the company so far as it appeared from our examination of those books; and (where applicable) proper returns adequate for the purposes of our audit have been received from branches not visited by us;

(iii) the company’s Statement of Financial Position as at 30 June 2018 and the Life Revenue Accounts, Statement of Changes in Equity and Statement of Cash Flows dealt with by the report are in agreement with the books of account and returns;

(iv) the expenditure incurred was for the purpose of the Company’s business;

(v) as per Section 63(2) of the insurance Act 2010, we certify that to the best of our knowledge and belief and according to the information and explanations given to us, all expenses of management wherever incurred and whether incurred directly or indirectly, in respect of the life insurance business of SLI transacted in Bangladesh during the period under report have been duly debited to the related Revenue Accounts of the company;

(vi) as per regulation-11 of part-1of the third schedule of Insurance Act 2010, we certify that to the best of our information and as shown by its books, SLI during the period under report has not paid any commission to any person in any form outside Bangladesh in respect of any of its business re-insured abroad;

(vii) The information and explanation required by us have been received and found satisfactory; and

(viii) The company has complied with relevant laws and regulations pertaining to reserves.(ix)

Date : 6 August 2018Place : Dhaka

AHMAD & AKHTARChartered Accountants

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30 June 2018 31 Dec. 2017CAPITAL AND LIABILITIESSHAREHOLDERS' EQUITY Authorized Capital100,000,000 Ordinary Shares of Tk.10 each 4.01 1,000,000,000 1,000,000,000

ISSUED SUBSCRIBED AND PAID-UP28,500,000 Ordinary Shares of Tk.10 each fully paid up in cash 4.02 285,000,000 180,000,000 Statutory Deposit by the Shareholders 5.00 15,000,000 15,000,000

BALANCE OF FUNDS AND ACCOUNTS 381,799,398 253,073,934 Life Insurance Fund 6.00 381,799,398 253,073,934

LIABILITIES AND PROVISIONS34,100,440 120,797,559

7.00 23,074,350 39,601,500

Amount due to other persons or bodies carrying on insurance business 8.00 477,846 - Sundry Creditors 9.00 10,322,022 80,960,512 Premium Deposits 10.00 226,222 235,547 TOTAL CAPITAL AND LIABILITIES 715,899,838 568,871,493

PROPERTY AND ASSETSLOANSOn Insurers' Policies within their surrender value - INVESTMENT (AT COST) 141,187,518 116,741,949

11.00 15,000,000 15,000,000 11.A 33,800,000 33,800,000

Share Listed on Stock Exchanges 12.00 16,066,291 - 13.00 76,321,227 67,941,949

Outstanding Premium 14.00 19,972,699 19,325,713 Interest, Dividends and Rents Accruing but not due 15.00 30,393,981 24,813,171 Advances, Deposits and Sundry Debtors 16.00 25,462,867 26,683,258

CASH, BANK AND OTHER BALANCES 351,508,685 286,400,260 On Fixed Deposit with Banks & Financial Institutes 17.00 223,760,000 221,260,000 On Short Term Deposit with Banks 18.00 124,148,499 54,641,468 On Current Account with Banks 19.00 781,350 773,759 On Saving Account with Banks 20.00 454,709 8,786,186 Cash in Hand 2,364,127 938,847

OTHER ACCOUNTS 147,374,088 94,907,142 Stamps, Printing & Stationary in Hand 21.00 78,562 84,567 Fixed Assets (At Cost Less Depreciation) Schedule-1 105,829,516 73,819,320 Intangible Assets Schedule-2 41,466,010 21,003,255

TOTAL PROPERTY AND ASSETS 715,899,838 568,871,493 The annexed notes form an integtal part of these financial statements.

sd/- sd/- sd/- sd/- sd/- sd/-

Signed in terms of our separate report on even date annexed.

sd/-Date : 6 August 2018 AHMAD & AKHTARPlace : Dhaka Chartered Accountants

Chief Financial Officer Company Secretary Chief Executive Officer Director Vice Chairman Chairman

Notes

SONALI LIFE INSURANCE COMPANY LIMITEDSTATEMENT OF FINANCIAL POSITION

As at 30 June 2018

Statutory Deposit with Bangladesh Bank

Other Investment

Bangladesh Govt. Treasury Boand

Amount in TakaParticulars

Estimated liabilities in respect of outstanding claims, whether due or intimated

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01 Jan 2018to

30 June 2018

01 Jan 2017to

30 June 2017

01 April 2018to

30 June 2018

01 April 2017to

30 June 2017 IncomeBalance of Fund at the beginning of the year 253,073,934 57,496,791 321,616,082 66,947,146

Premium Less Re-InsuranceFirst Year Premium 228,198,992 89,938,245 97,708,958 51,755,811 Ordinary Life 225,602,029 87,000,778 96,383,422 50,377,640 Takaful 2,596,963 2,937,467 1,325,536 1,378,171

Renewal Premium 50,074,308 23,242,668 22,171,754 8,098,180 Ordinary Life 47,718,369 22,280,747 21,411,948 7,677,744 Takaful 2,355,939 961,921 759,806 420,436

Group Insurance Premium 2,707,627 2,884,082 538,800 445,000 Life 2,707,627 2,884,082 538,800 445,000 Health - - - -

Gross Premium 280,980,927 116,064,995 120,419,512 60,298,991 Less: Re-insurance Premium 623,654 816,307 - 336,276 Net Premium 22 280,357,273 115,248,688 120,419,512 59,962,715 Interest, Dividend and Rents 23 14,096,839 8,501,420 6,393,109 5,280,656 Other Income 24 443,303 204,892 143,738 118,526 Total Income 547,971,349 181,451,791 448,572,441 132,309,043

First year premium, where the maximum premium paying period is:Single 132,028,746 34,739,607 45,931,508 23,683,220 Two Years - - - - Three Years - - - - Four Years - - - - Five Years - - - - Six Years - - - - Seven Years - - - - Eight Years - - - - Nine Years - - - - Ten-Eleven Years 49,882,437 19,710,606 32,999,803 10,520,768 Twelve -Fourteen Years 17,467,789 12,610,730 6,479,993 6,534,619 Fifteen- Nineteen Years 23,420,549 17,731,458 10,103,458 9,101,106 Twenty Years & Above 5,399,471 5,145,844 2,194,196 1,916,098

228,198,992 89,938,245 97,708,958 51,755,811

Expediture - - - - - Claims Under Policies (Including Provision For Claims due or intimated), less re-insurance:

By Death 9,267,460 19,655,000 3,166,050 13,370,000 By Maturity - - - - By Disability 626,355 94,384 316,822 28,303 By Surrender 213,802 385,710 192,129 385,710 By Survival Benefit 19,947,112 1,583,600 6,537,332 425,000 By Survival Profit - - - - By Hospitalization - 25,000 - -

30,054,729 21,743,694 10,212,333 14,209,013

Amount in Taka

NotesParticulars

SONALI LIFE INSURANCE COMPANY LIMITEDLIFE REVENUE ACCOUNT

For the Period ended 30 June 2018

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Notes 01 Jan 2018

to30 June 2018

01 Jan 2017to

30 June 2017

01 April 2018to

30 June 2018

01 April 2017to

30 June 2017 Expenses of ManagementCommissions: 46,915,570 18,797,446 21,270,188 11,113,193 (a) Commissions to Insurance Agents (Less that on Re-insurance) 29,686,853 10,902,519 11,662,862 6,112,257 (b) Allowances and Commissions (other than commission including in sub-item (a) preceding) 17,228,717 7,894,927 9,607,326 5,000,936

78,845,006 57,502,378 29,945,719 27,587,935 Salaries 25,397,773 20,656,514 12,341,661 10,009,862 Development Salaries & Allowances 22,665,580 6,787,861 3,157,632 3,245,219 Development Incentive 626,201 564,093 300,342 262,396 Travelling and Conveyance 82,753 153,907 22,127 75,412 Directors' Fees 156,000 120,000 96,000 60,000 Auditors' Fees 25,000 - 25,000 - Actuary Fees 1,150,000 - 575,000 - Medical Fees 354,507 457,602 251,921 209,496 Legal and Professional Fees - 50,000 - Insurance Policy Stamp 1,000,000 800,000 1,000,000 300,000 Advertisement & Promotional Exp - 66,003 - 14,003 Printing and Stationery 926,767 1,436,130 454,491 681,790 Office Rent 11,182,852 12,675,204 4,572,214 6,092,889 Bank Charges 1,267,564 677,012 674,796 377,668 Financial Expenses 319,020 5,200,648 - 2,281,000 Brokerage Commission 18,036 5,983 18,036 3,618 Foreign Currency loss 7,771 - 7,771 - Repairs and Maintenance 92,915 229,610 76,325 160,700 Service Maintenance 1,007,598 485,598 484,870 229,641 Fuel, Oil Generator 34,125 32,500 20,475 19,500 Car Fuel, Maintenance & Repairs 56,485 375,494 - 182,221 Papers, Periodicals and Books 5,310 31,420 780 3,900 Telephone, Fax and Internet 726,903 477,571 356,829 256,557 Electricity & Utility Expenses 2,180,899 1,813,541 1,405,120 886,640 Training and Recruitment Expenses 18,000 5,000 - 5,000 Entertainment 583,362 70,349 271,128 34,277 Insurance Premium (General) 228,898 262,800 46,738 - Postage and Courier 196,100 122,236 90,091 52,375 Business Development Expenses 331,768 1,200,722 304,355 450,361 Prizes and Awards 72,000 65,000 32,000 32,000 Stamps & Forms 30,000 36,440 10,000 10,720 Fees, Subscriptions and Donation 330,000 500,000 - 300,000 Meeting, Seminar & Symposium 398,900 661,890 149,700 350,690 Conference - 481,250 - - Refreshment & Recreation 7,371,919 1,000,000 3,200,317 1,000,000


Particulars

Salaries etc.(Other than to Agents and those Contained in the Allowances and Commissions)

SONALI LIFE INSURANCE COMPANY LIMITEDLIFE REVENUE ACCOUNT

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Prospectus of SLICL

Notes 01 Jan 2018

to30 June 2018

01 Jan 2017to

30 June 2017

01 April 2018to

30 June 2018

01 April 2017to

30 June 2017

Other Expenses 10,356,646 8,171,409 5,344,803 4,162,038 Depreciation on Fixed Assets 7,308,711 4,744,914 3,921,778 2,439,325 Ammortization on computer software 3,047,935 3,426,495 1,423,025 1,722,713

Total Expenditure 166,171,951 106,214,927 - 66,773,043 57,072,179

Balance of the fund at the end of the year as shown in the Balance Sheet 381,799,398 75,236,864 - 381,799,398 75,236,864

547,971,349 181,451,791 - 448,572,441 132,309,043

The annexed notes form an integral part of these financial statements.

sd/- sd/- sd/- sd/- sd/- sd/-Chief Financial Officer Company Secretary Chief Executive Officer Director Vice Chairman Chairman

Signed in terms of our separate report on even date annexed.


Particulars

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Prospectus of SLICL

Amount in Taka

Particulars Share Capital Share Premium

General Reserve

Retained Earnings

Other Reserve Total

Balance as on 01 January 2018 180,000,000 - - - - 180,000,000

Addition during the period 105,000,000 - - - - 105,000,000

Balance as on 30 June 2018 285,000,000 - - - - 285,000,000

Amount in Taka

Particulars Share Capital Share Premium

General Reserve

Retained Earnings

Other Reserve Total

Balance as on 01 January 2017 180,000,000 - - - - 180,000,000

Addition during the year - - - - - -

Balance as on 30 June 2017 180,000,000 - - - - 180,000,000

sd/- sd/- sd/-Chief Financial Officer Company Secretary Chief Executive Officer

sd/- sd/- sd/- Director Vice Chairman Chairman


SONALI LIFE INSURANCE COMPANY LIMITEDStatement of Changes in Equity

For the Period ended 01 January 2018 to 30 June 2018

SONALI LIFE INSURANCE COMPANY LIMITEDStatement of Changes in Equity

For the Period ended 01 January 2017 to 30 June 2017

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Prospectus of SLICL

01 Jan 2018to

30 June 2018

01 Jan 2017to

30 June 2017 A. CASH FLOWS FROM OPERATING ACTIVITIES

Collection from Premium 279,700,962 117,570,136 Other income 443,303 204,892 Payment for Claims (46,581,879) (13,950,194)

(167,603,481) (111,864,717) Tax paid (571,343) (605,879) Interest, Dividends and Rents Received 8,516,029 6,489,998 Net Cash Flows from operating activities 73,903,591 (2,155,764)

B. CASH FLOWS FROM INVESTING ACTIVITIESAcquisition of Fixed Assets (89,349,597) (9,232,700) Investment in Shares (982,198) - Other Investment (23,463,371) - Bangladesh Govt. Treasury Bond (BGTB) - (9,402,151) Net Cash Flows from investing activities (113,795,166) (18,634,851)

C. CASH FLOWS FROM FINANCING ACTIVITIESCapital Introduced 105,000,000 - Net Cash Flows from financing activities 105,000,000 -

D. Net increase/(decrease)in cash and cash Equivalents (A+B+C) 65,108,425 (20,790,615)

E. Cash and Cash Equivalents at the beginning of the year 286,400,260 230,694,955

F. Cash and Cash Equivalents at the end of the year (D+E) 351,508,685 209,904,340

sd/- sd/- sd/-Chief Financial Officer Company Secretary Chief Executive Officer

sd/- sd/- sd/- Director Vice Chairman Chairman


SONALI LIFE INSURANCE COMPANY LIMITEDStatement of Cash Flows


Amount in Taka

Particulars

Payment for management expenses, commission,re-insurance and others

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30 June 2018 31 Dec. 2017 AssetsInvestment 141,187,518 116,741,949 Outstanding Premium 19,972,699 19,325,713 Interest, Dividends & Rents accrued but not due 30,393,981 24,813,171 Advances, Deposits & Sundry Debtors 25,462,867 25,683,258 Cash & Bank Balances 351,508,685 286,400,260 Stamps, Printing and Stationery in Hand 78,562 84,567 Fixed Assets (at cost less depreciation) 105,829,516 95,822,575 Intangible Assets 41,466,010 21,003,255

715,899,838 568,871,493

Less: LiabilitiesAmount due to Other Persons or Bodies - Carrying on insurance business 477,846 - Estimated liabilities in respect of - Outstanding Claim whether due or intimated 23,074,350 39,601,500 Sundry Creditors 10,322,022 80,960,512 Premium Deposits 226,222 235,547

34,100,440 120,797,559 Gross Fund 681,799,398 448,073,934 Less: Shareholders' Capital (Paid-up Capital) 285,000,000 180,000,000 Less: Statutory Deposit by the Shareholders 15,000,000 15,000,000 Life Insurance Fund as on 30 June 2018 381,799,398 253,073,934

Particulars

SONALI LIFE INSURANCE COMPANY LIMITEDStatement of Life Insurance Fund

As at 30 June 2018

Amount in Taka

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Book Value Taka

Market Value Taka Remarks

1. Investment :a) Statutory Deposit with Bangladesh Bank 15,000,000 15,000,000 b) Bangladesh Govt. Treasury Boand (BGTB) 33,800,000 33,800,000 c) Share Listed on Stock Exchanges 16,066,291 38,962,000 d) 76,321,227 76,321,227

2. Cash, Bank & Other Balances:a) On Fixed Deposit with Banks 223,760,000 223,760,000 b) Cash in Hand, STD & Current Account with Banks 127,748,685 127,748,685 c) Interest, Dividends & Rents accrued but not due 30,393,981 30,393,981

3. Other Assets:a) Stamps, Printing & Stationery in Hand 78,562 78,562 b) Outstanding Premium 19,972,699 19,972,699 c) Advances, Deposits, Loans & Sundry Debtors 25,462,867 25,462,867 d) Fixed Assets (At cost less depreciation) 105,829,516 105,829,516 e) Intangible Assets 41,466,010 41,466,010 Amortised Value

715,899,838 738,795,547

Sl. No. Name of Assets

Total:

Realizable Value

Depreciated Value

At costAt cost

Realizable Value

Realizable Value

Realizable Value

Realizable Value

Other Investment At cost

SONALI LIFE INSURANCE COMPANY LIMITEDFORM-"AA"

Classified Summary of the Assets in BangladeshAs at 30 June 2018

At Cost

At cost

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SONALI LIFE INSURANCE COMPANY LIMITEDNotes, summary of significant accounting policies and other explanatory information


1.00 LEGAL STATUS AND NATURE OF BUSINESS

1.01 Establishment and Status of the CompanySonali Life Insurance Company Limited was incorporated in Bangladesh on July 7, 2013 as a “Public” Company limited by shares under the Companies Act 1994 as adopted in Bangladesh vide certificate of incorporation No. C-110085/13. The Company was also registered with the Insurance Development and Regulatory Authority (IDRA) in carrying on the business of life insurance on July 30, 2013 vides registration no. Life 02/2013 under Insurance Act 2010.

1.02 Registered Office of the CompanyThe registered office is situated at Rupali Bima Bhaban, 7, Rajuk Avenue, Motijheel, Dhaka-1000.

1.03 Nature of BusinessThe Company is engaged in the ordinary life insurance, pension and group insurance business since its incorporation. The Company offers a wide variety of insurance products which fulfils the requirements of present and prospective policy holders. The product portfolio of the Company feeds the following insurance lines:

a. Ordinary Life Insurance,b. Group Insurance,c. Islami Jibon Bima (Takaful).

2.00 BASIS OF PREPARATION AND FINANCIAL STATEMENTS

2.01 Basis of PresentationFinancial Statements have been prepared on the historical cost basis except as disclosed in the accounting policies mentioned below. The financial statements have been prepared in adherence to Insurance Act 2010, Insurance Rule 1958, Companies Act 1994 and other applicable laws and regulations.

2.02 Responsibility for Preparation and Presentation of Financial StatementsThe management is responsible for the preparation and presentation of the financial statements under section 183 of the Companies Act 1994 and under section 27 of the Insurance Act 2010.

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2.03 Components of the Financial StatementsThe presentation of these financial statements is in accordance with the guidelines provided by BAS 1: Presentation of Financial Statements. The Financial Statement comprises:

i) Statement of Financial Position as at 30 June 2018;ii) Life revenue account for the period ended 01 January 2018 to 30 June 2018;iii) Statement of changes in equity for the period ended 01 January 2018 to 30 June

2018;iv) Statement of cash flows for the period ended 01 January 2018 to 30 June 2018;v) Statement of life insurance fund as at 30 June2018;vi) Statement of classified summary of the assets (Form AA) as at 30 June 2018;vii) Notes to the financial statements comprising a summary of significant accounting

policies and explanatory information.

2.04 Statement of Cash FlowsStatement of cash flows is prepared in accordance with BAS-7 and cash flow from operating activities has been presented under direct method as outline in the Bangladesh Securities and Exchange Rules 1987. According BAS 7: “Statement of Cash Flows”, cash comprises cash in hand and cash equivalent in short term, highly liquid investments that are readily convertible to know amounts of cash and which are subject to an insignificant risk of changes of value. Considering the provisions of BAS 7 and BAS 1, cash in hand, fixed deposits and bank balances have been considered as cash and cash equivalents.

2.05 Statement of Changes In EquityThe statement of changes in equity is prepared in accordance with BAS-1: “presentation of Financial Statements”.

2.06 Statement of ComplianceThe following under lying assumptions, measurement base, laws, rules, regulations and accounting pronouncement have been considered in preparing and presenting the financial statements:

Going Concern; Accrual basis unless stated otherwise except for Statement of Cash Flows; Historical Cost Convention; The Insurance Act 2010; The Insurance Rules 1958; Provisions of the Companies Act 1994; Income Tax Ordinance 1984; Bangladesh Accounting Standards (BAS), and Bangladesh Financial Reporting

Standard (BFRS); and Any other applicable laws, regulations, covenants and conventions etc.

2.07 Reporting Currency and Level of PrecisionThe financial statements are prepared in Bangladeshi Taka, which is the Company’s functional and presentation currency.All financial information presented has been rounded off to the nearest taka. Figures in

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brackets indicate deduction.2.08 Use of Critical Accounting Estimates and Judgments

The preparation of financial statements in conformity with the accepted accounting principal and standards required that the Company’s Management make judgments, estimates and assumptions that affect the reported amounts of income and expenses for the year and reported balance of assets and liabilities. The estimates and assumptions use in the company’s financial statements are based upon management’s evaluation of the relevant facts and circumstances of the date of financial statements. Actual results could differ from the estimates. Any revision to the accounting estimates is recognized prospectively.

The areas where required assumptions and estimates are significant to the Company’s financial statements or where Judgment was exercised in application of accounting policies are as follows:

a) Useful life of depreciable assets.b) Impairment of assets.c) Reinsurance recoveries against outstanding claims.d) Provision for income taxes.

However, assumptions and judgment made by management in the application of accounting policies that have significant effect on the financial statement are not expected to result in material adjustment to the carrying amount of assets and liabilities in the next year.

2.09 Reporting PeriodThe financial period of the Company covers six months from 01 January 2018 to 30 June 2018.

2.10 Date of Authorization of Financial StatementsThe Board of Directors has approved these financial statements on 6th August 2018.

2.11 Going ConcernIt was reviewed by the management, there was no significant going concern threat is available in the operation of the company.

3.00 SUMMARY OF SIGNIFICANT ACCOUNTING AND VALUATION POLICIESThe principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The specific Accounting Policies selected and applied by the company’s management for significant transactions and events that have a material effect within the framework of Bangladesh Accounting Standard (BAS)-1 “Presentation of Financial Statements” in preparation and presentation of financial statements. Accounting and valuation methods are disclosed for reasons of clarity.

3.01 Revenue Recognitions

3.01(a) Individual life policiesIndividual life first year and single premium are recognized once the related policies are issued against receipt and realization of premium.

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3.01(b) Group Life PoliciesThe premiums of Group policies are recorded after receipt of the premiums and in certain circumstances premiums falling due under the policies within the financial period are also recognized if these premiums are subsequently received.

3.02 Interest, Dividends and RentsInterest income is recognized on accrual basis unless otherwise stated. Accretion of discount and amortization of premium in respect of debt securities and other fixed income securities is amortized over the remaining period to maturity of such instrument on straight line basis.

Interest income on bank deposits (FDRs) is recognized on accrual basis.

Interest is accounted at gross value (before deduction of Income tax).

Investments in Government securities- Bangladesh Government Treasury Bond (BGTB) and Fixed Deposit Receipt (FDR) are stated at face values.

Interest incomes on investments are recognized on accrual basis for the number of days these are held taking into account effective yield on the instruments.

3.03 Provision A provision is recognized in the balance sheet if, as a result of past events, the company has present legal or constructive obligations that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation.

3.04 Premium DepositPremium deposit represents installment of premium received in advance from policyholders which will be adjusted with premium in subsequent year.

3.05 Re-InsuranceThe Company maintains facultative reinsurance arrangement with Scor Global Life Reinsurance Company of Singapore since its inception. The net retention of the company for Ordinary life is Tk. 3 lac per insured. Reinsurance premium is recorded as an expense evenly over the period of the reinsurance contact and off-set against the premium income of respective year.

3.06 CommissionThese are direct cost incurred in acquiring and maintaining insurance policies.

Commission to insurance agents (less that on re-insurance) is classified under first year commission.

Allowance and commission (other than commission to insurance agents) represent all forms of remuneration and incentives paid to certain development officers, field force staff and insurance agents.

3.07 Claims costsClaims costs consist of the policy benefit amount and claim settlement costs, where applicable. Death and rider claims are accounted for on receipt of intimation.

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3.08 InvestmentsInvestments are made in accordance with the provisions of the Insurance Rules-1958, Insurance Act -2010 and the circulars/notifications issued by the Controller of Insurance/IDRA in this context from time to time.

i) Debt Securities

Debt securities with fixed income (Bangladesh Govt. Treasury Bond), Private and Public Bonds and Debentures} are categorized by class and are accounted for “held to maturity” and have been valued at cost. The discount in respect of the debt securities which is the difference between the purchase price and the redemption amount is amortized and recognized in the Revenue Account on straight line basis over the remaining period to maturity of these securities. For fair presentation, premium, if any, premium on acquisition of those bonds and debentures are however charged to Revenue in the year of acquisition.

ii) Shares listed in stock exchange

Listed equity shares are categorized as an asset class “Available -For-Sale” and the asset is valued at the lower of their acquisition cost and the year end (last) closing prices on the Stock Exchanges. Adequate provision is however made for diminution if any, in the cost price of such shares against such quoted prices in the Stock Exchange. If the quoted prices of this class of share are higher than the cost prices, no credit is taken to revenue account.

3.09 Fixed Assets and Depreciation

3.09 (a)

Fixed assets are reported at cost less accumulated depreciation and impairment, if any. Cost includes the purchase price and any cost directly attributable to bring the asset to its working condition for its intended use. Fixed assets of small value and assets for which useful lives cannot be estimated properly are fully charged to the Revenue in the year of their purchases. Subsequent expenditures incurred on existing fixed assets are expensed out except where such expenditure increases the future economic benefits from the existing assets. Any addition to the original fixed asset is depreciated over the useful life of the asset. Depreciation is charged on pro-rata basis from the date of purchase and up to the previous date of sale. Methods of providing depreciation are consistently applied in relation to the previous year.

Tangible AssetsThe company has adopted the reducing balance method of depreciation on assets at rates in the following manner:

Furniture & Fixture 10%Computer &Computer Equipment 25%Electric Equipment 15%Motor Vehicles 20%Office Decoration 10%Telephone Installation 10%Signboard 10%

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Prospectus of SLICL

3.09 (b) Intangible AssetsIn accordance with BAS 38 Intangible Assets, the intangible assets are reported at acquisition value with deductions for impairment losses, if any. Intangible Asset comprises computer software which is stated at cost of acquisition, including any cost attributable for bringing the same to its working condition less accumulated amortization. Amortization is calculated on reducing balance method using 25% amortization rate.

3.10 Stamps, Printing and Stationary in handStocks of stamps, printing and stationary materials etc. in hand are valued at cost determined on average basis.

3.11 TaxationCurrent TaxThe Company is engaged in life insurance business and its taxation is based on taxable income determined under the fourth schedule of the income Tax ordinance, 1984.

Deferred TaxAs the profits and gains of the insurance business from all sources are to be computed in accordance with the provision in the fourth schedule of the income Tax Ordinance and not under different heads of income, the Management feels it is not necessary to make estimate of deferred tax assets/liabilities at this stage as per the provision of BAS-12.

3.12 Risk Minimization Strategies

3.12(a) Individual Life BusinessInsurance underwriting risk is the risk that the company will suffer losses due to economic situation or the rate of occurrence of an incident contrary to forecast made at the time of setting up of the premium rate.

The underwriting risk arises from death and sometimes due to permanent disability and critical illness. The company may get exposed to poor risk due to unexpected experience in terms of claim severity or frequency. This can be a result of anti-selection, fraudulent claims or poor persistency. The company may also face the risk of poor investment return, inflation of business expenses and liquidity issues on monies invested in the fund. The Company faces the risk of under pricing particularly due to nature of long contract. In addition to this, due to poor Persistency, the company would be unable to recover expenses of policy acquisition. The company manages these risks through its underwriting, reinsurance, claims handling policy and other related control mechanisms. The company has a well-defined policy and avoids selling policies to high risk individuals. Underwriting procedures have been enhanced and rules have been structured to enable the Company to strike a balance between mitigating risk, ensuring control providing better service. This puts a check on anti-selection.

The Company Seeks to reduce its risk exposure by reinsuring certain levels of risks with renowned Global Life Reinsurance Company of Singapore.

The company provides quality service to the policy holders and checks to minimize miss-selling and avoid poor persistency. A regular monitoring of laps rate is conducted. The Company has procedures in place to ensure avoidance of payment of fraudulent claim. The Claim Committee reviews high sum assured and early claims for verification and detailed investigation of all doubtful and early claims are conducted. The company maintains adequate liquidity to cater for potentially sudden and high cash requirement.

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Prospectus of SLICL

3.12(b) Group Life The major risk underwritten by the company is death which depends on mortality. Other risks underwritten include disability and major disease.

Risk increase as a result of catastrophic events, business procurement without following underwriting guidelines, business procurement at low premium rate due to tough market competition and fraudulent claims. Non-receipt of premium in due time is an additional factor.

The Company manages these risks through proper underwriting, effective claims handing and other claim control mechanism. The Company also avoids underwriting group business with employees exposed to hazardous profession. Pricing is done in line with actuarial guideline, experience and the mortality exposure the concerned group faces. Moreover, premium rates of existing group are also reviewed from time to time on the basis of claim experience. Besides, the company avoids payment of fraudulent claims through claim investigation. Strict monitoring is in place to keep the outstanding balances of premium at a minimum.

3.12(c) Liquidity RiskLiquidity risk is the risk that the Company will be unable to meet its funding requirements. To guard against the risk the Company has diversified funding sources and assets are managed with liquidity in mind, maintaining healthy balance of cash and cash equivalent and readily market securities.

3.12(d) Interest Rate RiskThe Company invests in securities and has deposits that are subject to interest rate risk. Interest rate risk to the Company is the risk of changes in market. Interest rate reducing the overall returns on its interest basis securities. The Company limits interest risk by monitoring changes in interest rates in the money market and by diversifying into various institutions (issuers’ of securities).

3.12(e) Market Risk (investment pattern)Market risk is the risk that the value of a financial instrument will fluctuate as a result of changes in market prices, whether these changes are caused by factors specific to the individual security or its issuer or factors affecting all securities traded in the market.The company is exposed to market risk with respect to its investment.

The company continues to adopt a prudent policy in respect of investments. The investments are mainly in Govt. securities. Fixed Deposits Receipts (FDR’s) with various commercial banks and financial institutions having acceptable performance parameters and ratings and equity shares in listed companies having good and positive fundamental and technical attributes.

The Company also limits market risk maintaining a diversified profile and by continuous monitoring of developments in Govt. securities (bonds) equity and term finance certificates markets. In addition, the Company actively monitors the key factors that affect the underlying value of these securities.

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Prospectus of SLICL

3.12(f) Reinsurance RiskThe company seeks to reduce its risk exposure by reinsuring certain levels of risk with re-insurer. Re-insurer ceded does not relieve the company from its obligation to policyholder and as a result, the company also remains liable for the portion of outstanding claims reinsured to the extent that re-insurer does not obligations ultimately under the reinsurance agreements.

In order to minimize the risk, the company has obtained reinsurance cover from a renowned re-insurer, Scor Global Life Reinsurance Company Limited of Singapore with proven sound financial health.

3.12(g) Foreign Currency RiskAs at the Balance Sheet date there are no financial instruments denominated in foreign currency. Therefore, the company is not exposed to risk from any foreign currency exchange rate risk fluctuation.

3.12(h) Credit RiskCredit Risk is the risk, which arises with the possibility that one party to a financial instrument will fail to discharge its obligation and cause the other party to incur a financial loss. Major credit risk is in bank. The management monitors exposure to credit risk through regular review of credit exposure and assessing credit worthiness of counter parties.

3.13 Employee BenefitsShort-term employee benefits are employee benefits, which fall due wholly within 12 months after the end of the period in which the employees render the related service including salaries, bonuses and other allowances. With effect from the financial year ended 31 December 2016 the company has adopted BAS 26 - Employee Benefits of which payment of long term benefits to employees after retirement and / or after the completion of contract service is recognized on an accrual basis in the Balance Sheet ; such amount is recognized as a liability shown under sundry creditors.

3.14 GENERALi) The previous year’s figures have been regrouped, rearranged and reclassified wherever

necessary. Amount and other disclosures of where preceding year are included as an integral part of the current financial statements ; and

ii) Amounts presented have been rounded to the nearest taka.iii) Office rent has decreased comparatively from previous year due to the closure of some

branches. The number of branches in previous year was 66 whereas in this year it is 55.

iv) The amount of Car fuel, maintenance and repairs cost has decreased because the company attributed the maintenance cost of cars to its relevant users from this year.

v) The insurance premium general represents the premium paid for assets like Cars and motor vehicle. The amount decreased from the previous year as the company allocated the amount of premium with its relevant assets at the time of acquisition at cost.

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Prospectus of SLICL

vi) The company has a land of Tk. 1,000,000 derives from the contribution paid to BIA as advance payment for land; the company has not received any papers from BIA and registration is under process.

vii) Comparative information has been disclosed as required by BAS 34: ‘Interim Financial Reporting’ in respect of the previous period for all numerical information in the current financial statements as below:• Statement of Financial Position as of the end of the preceding financial period.• Life revenue account for the comparable interim period of preceding financial period.• Statement of Changes in Equity for the comparable interim period of preceding

financial period.• Statement Cash Flows for the comparable interim period of preceding financial period.

178

Prospectus of SLICL

30 June 2018 31 Dec. 2017

4.00 Share Capital4.01 Authorized Capital :

100,000,000 ordinary shares of Taka 10 each. 1,000,000,000 1,000,000,000

4.02 Issued, subscribed, called-up and paid-up capital:28,500,000 ordinary shares of Taka 10 each fully paid in cash. 285,000,000 180,000,000 The shareholding position of the company are as under:Name No of Shares Amount in Taka Amount in TakaMrs. Noor-E-Hafza 2,927,500 29,275,000 11,600,000 Mrs. Fauzia Quamrun Tania 4,386,500 43,865,000 24,500,000 Rupali Insurance Company Limited 4,566,000 45,660,000 30,000,000 Mrs. Shafia Sobhan Chowdhury 3,630,000 36,300,000 19,300,000 Mr. Sheikh Mohammed Danial 3,695,000 36,950,000 15,000,000 Mrs. Kamrun Nahar 1,150,000 11,500,000 10,000,000 Mrs. Maya Rani Roy 1,000,000 10,000,000 9,000,000 Mr. Sheikh Omar Faruque 1,000,000 10,000,000 10,000,000 Mr. Omar Khayam 1,000,000 10,000,000 10,000,000 Mr. Ahmed Rajeeb Samdani 1,530,000 15,300,000 10,300,000 Mrs. Hazera Hossain 1,285,000 12,850,000 10,300,000 Mrs. Hoda Ali Selim 1,000,000 10,000,000 6,700,000 Mrs. Nargis Mahmuda 1,000,000 10,000,000 10,000,000 Ms. Phowzia Khan 330,000 3,300,000 3,300,000 Total: 28,500,000 285,000,000 180,000,000

5.00 Statutory Deposit by the Shareholders

Mrs. Noor-E-Hafza 966,667 966,667 Mrs. Fauzia Quamrun Tania 2,041,667 2,041,667 Rupali Insurance Company Limited 2,500,000 2,500,000 Mrs. Shafia Sobhan Chowdhury 1,608,333 1,608,333 Mr. Sheikh Mohammed Danial 1,250,000 1,250,000 Mrs. Kamrun Nahar 833,333 833,333 Mrs. Maya Rani Roy 750,000 750,000 Mr. Sheikh Omar Faruque 833,333 833,333 Mr. Omar Khayam 833,333 833,333 Mr. Ahmed Rajeeb Samdani 858,333 858,333 Mrs. Hazera Hossain 858,333 858,333 Mrs. Hoda Ali Selim 558,333 558,333 Mrs. Nargis Mahmuda 833,333 833,333 Ms. Phowzia Khan 275,000 275,000

15,000,000 15,000,000

6.00 Life Insurance FundThis consists of the accumulated balance of revenue surplus up to June 30, 2018.Opening balance 253,073,934 57,496,791 Add: Increase / (decrease) in Life Revenue A/C during the period 128,725,464 195,577,143 Closing balance 381,799,398 253,073,934 The detailed break up is shown in statement of life insurance fund.

7.00 Estimated liabilities in respect of outstanding claims whether due or intimatedThis balance made up as follows:Opening balance 39,601,500 46,266,000 Add: Claim intimated during the period 9,197,850 26,460,500

48,799,350 72,726,500 Less: Paid during the period 25,725,000 33,125,000 Closing balance 23,074,350 39,601,500

Amount in Taka

Percentages %10.27%15.39%16.02%12.74%12.96%

3.51%

100.00%

4.04%3.51%3.51%3.51%5.37%

3.51%

This represents amount deposited by the shareholders as statutory deposit in accordance with Sec-23(1) of Insurance Act 2010 :

4.51%

1.16%

179

Prospectus of SLICL

30 June 2018 31 Dec. 2017 8.00 Amount due to other persons or bodies carrying on insurance business

Opening Balance - 22,876 Add: Addition during the period 623,655 1,804,007

623,655 1,826,883 Less: Adjustment during the period 145,809 1,826,883Closing Balance 477,846 -

9.00The balance is made up as follows:Auditors Fee 25,000 25,000 Income Tax deduction 9.01 1,018,694 2,244,981 VAT deduction 125,483 119,204 Utility Bills 9.02 320,976 75,350 Agent's License Fee 9.03 1,905,490 1,699,955 Dragon IT & Communication Ltd. - 4,842,885 Protishruti Limited - 350,000 Agent's Commission 584,817 797,573 Providend Fund 5,374,769 3,387,305 SBAC Bank Limited (A/C#01622000049820) - 40,898,259 Hyundai Motors - 26,520,000 Shah Mohammad Sagir & Co. Ltd. 966,793 -

10,322,022 80,960,512 9.01 Income Tax (IT) Deduction

IT -Commission 945,239 2,060,781 Tax deduction at Source 73,455 184,200

1,018,694 2,244,981

9.02 Utility BillsElectricity 276,287 67,850 WASA 44,689 7,500

320,976 75,350

9.03 Agent's License Fee

10.00 Premium DepositFirst Year Premium 108,524 110,889 Renewal Premium 117,698 124,658

226,222 235,547

11.00 Investment in Statutory Deposit with Bangladesh Bank

This represents payment by policyholders as excess amount of their premium. This will be adjusted with their premiumin subsequent year.

This amount charged in Revenue Account as recurring expenses but not paid during the year .

Sundry Creditors

Amount in Taka

The balance is made up as follows:

The amount represents the balance due to Scor Global Life Reinsurance Company Limited on account of share of re-insurance premium.

This represents amount deducted at source as Advance Income Tax which will be deposited to Govt. Treasury .

This represents amounts received from various agent's for doing licenses on behalf of them as fees which is underprocess and will be deposited gradually to the IDRA.

In compliance with section 23(1) of Insurance Act 2010, Tk. 15,000,000.00 (One Crore Fifty Lac) only has beeninvested in Bangladesh Govt. Treasury Bond through Janata Bank Ltd. bearing ISIN No. BD0933361208 and depositedinto Bangladesh Bank as Statutory Deposit in favor of the Company with interest @ 12.48% per annum to be maturedon 27/03/2033. Interest earned and received during the year has been duly accounted for.

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Prospectus of SLICL

11.A Bangladesh Govt. Treasury Bond 30 June 2018 31 Dec. 2017 No

20 year 8.28% government treasury bond 10,000,000 10,000,000 10 year7.59% government treasury bond 13,800,000 13,800,000 15 year 7.79% government treasury bond 5,000,000 5,000,000 20 year 8.70% government treasury bond 5,000,000 5,000,000

33,800,000 33,800,000

12.00 Investment in Shares

Sl.No.

Name of the Company

Number of Share

*Average cost per unit(Tk.)

Total Book Value at cost

(Tk.)

1 Dragon Sweater & Spining Ltd.

2,020,000 7.66 15,464,091

2 BBS Cable 5,000 74.44 372,200 3 IFIC Bank 10,000 13.00 130,000

4 National Bank Ltd.

10,000 10.00 100,000

16,066,291

* Total book value at cost has been divided by the number of unit.

**

13.00 Other Investment Note13.01 73,821,227 50,357,856 13.02 2,500,000 17,584,093

76,321,227 67,941,949

13.01 DPSFirst Security Islami Bank Ltd . DPS # 118.371.00000011 1,757,762 1,485,242 First Security Islami Bank Ltd . DPS # 118.371.00000012 1,757,604 1,485,241 First Security Islami Bank Ltd . DPS # 118.371.00000013 1,757,461 1,484,942 First Security Islami Bank Ltd . DPS # 118.371.00000014 1,792,791 1,503,052 First Security Islami Bank Ltd . DPS # 118.371.00000015 1,733,554 1,443,815 First Security Islami Bank Ltd . DPS # 118.371.00000016 1,675,170 1,385,430 First Security Islami Bank Ltd . DPS # 118.371.00000017 1,616,742 1,327,002 First Security Islami Bank Ltd . DPS # 118.371.00000018 1,616,742 1,327,002 First Security Islami Bank Ltd . DPS # 118.371.00000019 1,616,162 1,326,423 First Security Islami Bank Ltd . DPS # 118.371.00000020 1,616,162 1,326,423 First Security Islami Bank Ltd . DPS # 118.371.00000021 1,616,090 1,326,351 First Security Islami Bank Ltd . DPS # 118.371.00000022 1,616,453 1,326,714 First Security Islami Bank Ltd . DPS # 118.371.00000024 1,649,596 1,339,516 First Security Islami Bank Ltd . DPS # 118.371.00000025 1,649,595 1,339,515 First Security Islami Bank Ltd . DPS # 118.371.00000026 1,649,596 1,339,516 First Security Islami Bank Ltd . DPS # 118.371.00000027 1,649,596 1,339,516 First Security Islami Bank Ltd . DPS # 118.371.00000028 1,649,596 1,339,516 First Security Islami Bank Ltd . DPS # 118.371.00000029 1,649,266 1,339,186 First Security Islami Bank Ltd . DPS # 118.371.00000030 1,649,267 1,339,187 First Security Islami Bank Ltd . DPS # 118.371.00000031 1,649,267 1,339,187 First Security Islami Bank Ltd . DPS # 118.371.00000035 1,327,626 1,008,709 First Security Islami Bank Ltd . DPS # 118.371.00000036 1,327,968 1,009,051 First Security Islami Bank Ltd . DPS # 118.371.00000037 1,327,968 1,009,051 First Security Islami Bank Ltd . DPS # 118.371.00000038 1,327,968 1,009,051 First Security Islami Bank Ltd . DPS # 118.371.00000039 1,327,968 1,009,051 First Security Islami Bank Ltd . DPS # 118.371.00000040 1,327,968 1,009,051 First Security Islami Bank Ltd . DPS # 118.371.00000032 1,589,317 1,279,238 First Security Islami Bank Ltd . DPS # 118.371.00000033 1,589,317 1,279,238

This represents investment made in government treasury bond as per provision of section 41 of the Insurance Act 2010.

38,359,800

74.44 372,200 13.00

10.00 100,000

BD0935201204

Placement Share

** Average Market Value per unit as on

30-06-18

Total Market Value (Tk.)

18.99

Total :

130,000

The total market value (as per price index of DSE) of the above shares as on 30 June 2018 stood at Tk. 38,962,000 against the book value of Tk. 16,066,291.

BD0936401209

BD0931401154BD0931401154BD0926021108

Amount in Taka

38,962,000

DPS

181

Prospectus of SLICL

30 June 2018 31 Dec. 2017 Social Islami Bank Limited-DPS # 018-8040000013 722,734 500,734 Social Islami Bank Limited-DPS # 018-8040000024 722,734 500,734 Social Islami Bank Limited-DPS # 018-8040000035 722,734 500,734 Social Islami Bank Limited-DPS # 018-8040000046 722,734 500,734 Social Islami Bank Limited-DPS # 018-8040000057 722,726 500,726 Social Islami Bank Limited-DPS # 018-8040000068 722,726 500,726 Social Islami Bank Limited-DPS # 018-8350000028 1,052,681 800,681 Social Islami Bank Limited-DPS # 018-8350000039 1,052,681 800,681 Social Islami Bank Limited-DPS # 018-8350000041 1,005,815 753,815 Social Islami Bank Limited-DPS #018-8350000017 1,052,681 800,681 Social Islami Bank Limited-DPS #018-8040000079 525,436 303,436 Social Islami Bank Limited-DPS #018-8040000081 525,420 303,420 Social Islami Bank Limited-DPS #018-8040000092 525,420 303,420 Social Islami Bank Limited-DPS #018-8040000103 525,420 303,420 Social Islami Bank Limited-DPS #018-8090000029 454,403 262,403 Social Islami Bank Limited-DPS #018-8090000031 454,403 262,403 Social Islami Bank Limited-DPS #018-8090000042 454,403 262,403 Social Islami Bank Limited-DPS #018-8090000053 454,403 262,403 Social Islami Bank Limited-DPS #018-8090000064 454,403 262,403 Social Islami Bank Limited-DPS #018-8360000018 397,603 229,603 Social Islami Bank Limited-DPS #018-8360000029 397,603 229,603 Social Islami Bank Limited-DPS #018-8360000031 397,603 229,603 Social Islami Bank Limited-DPS #018-8050000058 355,013 205,013 Social Islami Bank Limited-DPS #018-8050000069 355,013 205,013 Social Islami Bank Limited-DPS #018-8030000012 552,006 252,006 Social Islami Bank Limited-DPS #018-8030000023 552,006 252,006 Social Islami Bank Limited-DPS #018-8030000449 400,921 100,921 Social Islami Bank Limited-DPS #018-8030000451 400,921 100,921 Social Islami Bank Limited-DPS #018-8030000462 400,921 100,921 Social Islami Bank Limited-DPS #018-8040000123 408,483 186,483 Social Islami Bank Limited-DPS #018-8040000136 408,483 186,483 Social Islami Bank Limited-DPS #018-8360000042 309,123 141,123 Social Islami Bank Limited-DPS #018-8360000053 309,109 141,092 Social Islami Bank Limited-DPS #018-8030000438 451,347 151,347 Social Islami Bank Limited-DPS #018-8350000052 379,132 127,132 Social Islami Bank Limited-DPS #018-8350000063 379,132 127,132 Social Islami Bank Limited-DPS #018-8350000074 379,132 127,132 Social Islami Bank Limited-DPS #018-8050000082 225,647 75,647 Social Islami Bank Limited-DPS #018-8360000064 252,687 84,687 Social Islami Bank Limited-DPS #018-8360000075 252,687 84,687 Social Islami Bank Limited-DPS #018-8360000086 252,687 84,687 Social Islami Bank Limited-DPS #018-8090000075 288,828 96,828 Social Islami Bank Limited-DPS #018-8090000086 288,828 96,828 Social Islami Bank Limited-DPS #018-8050000093 200,461 50,461 Social Islami Babk Limited-DPS#018-8050000104 200,461 50,461 Social Islami Babk Limited-DPS#018-8050000115 200,461 50,461 Social Islami Babk Limited-DPS#018-8050000126 200,461 50,461 Social Islami Babk Limited-DPS#018-8360000097 224,515 56,515 Social Islami Babk Limited-DPS#018-8360000108 224,515 56,515 Social Islami Babk Limited-DPS#018-8360000119 224,515 56,515 Social Islami Babk Limited-DPS#018-8360000121 224,515 56,515 Social Islami Babk Limited-DPS#018-8090000097 256,589 64,589 Social Islami Babk Limited-DPS#018-8090000108 256,589 64,589 Social Islami Babk Limited-DPS#018-8090000119 256,589 64,589 Social Islami Babk Limited-DPS#018-8090000121 256,589 64,589 Social Islami Babk Limited-DPS#018-8040000147 296,682 74,682 Social Islami Babk Limited-DPS#018-8040000158 296,682 74,682 Social Islami Babk Limited-DPS#018-8040000169 296,682 74,682 Social Islami Babk Limited-DPS#018-8040000171 296,682 74,682

Amount in Taka

182

Prospectus of SLICL

30 June 2018 31 Dec. 2017 Social Islami Babk Limited-DPS#018-8350000096 336,773 84,773 Social Islami Babk Limited-DPS#018-8350000107 336,773 84,773 Social Islami Babk Limited-DPS#018-8350000118 336,773 84,773 Social Islami Babk Limited-DPS#018-8350000085 336,773 84,773 Social Islami Babk Limited-DPS#018-8030000484 350,285 50,285 Social Islami Babk Limited-DPS#018-8030000495 350,285 50,285 Social Islami Babk Limited-DPS#018-8050000148 175,142 25,142 Social Islami Babk Limited-DPS#018-8050000159 175,142 25,142 Social Islami Babk Limited-DPS#018-8050000161 175,142 25,142 Social Islami Babk Limited-DPS#018-8050000172 175,142 25,142 Social Islami Babk Limited-DPS#018-8050000183 175,142 25,142 Social Islami Babk Limited-DPS#018-8050000071 276,003 126,003 Social Islami Babk Limited-DPS#018-8040000114 525,420 303,420

73,821,227 50,357,856 13.02 Placement Share

Dragon Sweater & Spinning Limited - 15,084,093 Intraco Refueling Stations Limited 2,500,000 2,500,000

2,500,000 17,584,093

14.00 Outstanding Premium 19,972,699 19,325,713 19,972,699 19,325,713

Outstanding Premium less than 30 days 6,089,626 8,572,810 Outstanding Premium more than 30 days 13,883,073 10,752,903

19,972,699 19,325,713

15.00 Interest, Dividends and Rents Accruing but not DueThis represents balance made up as follows:Interest Accrued on Fixed deposit with Banks 27,062,366 23,638,558 Interest on Bangladesh Government Treasury Bond BGTB (Statutory) 491,016 496,422 Interest on Bangladesh Government Treasury Bond (BGTB) 259,487 678,191 Interest Accrued on DPS 2,581,112 -

30,393,981 24,813,171

16.00 Advances, Deposits, and Sundry DebtorsThis represents balance made up as follows: NoteAdvance Income Tax at source 16.01 10,107,756 9,536,413 Advance against Office Rent 16.02 3,768,738 3,487,123 Advance against Salary 16.03 3,289,998 3,329,212 Advance against Expenses 16.04 1,948,916 5,180,348 Advance against Traveling 1,880,835 1,995,835 Green Delta Securities Ltd. 34,659 34,709 Shah Mohammad Sagir & Co. Ltd. - 33,391 Advance against Land 1,000,000 1,000,000 Advance Against Motor Cycle 16.05 2,115,965 2,086,227 Advance Against IPO Expenses 1,316,000

25,462,867 26,683,258

Discloser as per Schedule- XI, Part -I , of the Companies Act,1994

16.01 Advance income tax at sourceAdvance income tax at source less than 6 months 568,112 1,275,684 Advance income tax at source more than 6 months 9,539,644 8,260,729

10,107,756 9,536,413

Amount in Taka

The amount represents premium receivable on Ordinary Life (OR) as on 30 June 2018 for which grace periods did notexpire as on the above date.

183

Prospectus of SLICL

30 June 2018 31 Dec. 2017 16.02 Advance Against Office Rent

Advance against office rent less than 6 months 704,800 1,342,620 Advance against office rent more than 6 months 3,063,938 2,144,503

3,768,738 3,487,123 16.03 Advance Against salary

Advance against salary less than 6 months 100,000 527,984 Advance against salary more than 6 months 3,189,998 2,801,228

3,289,998 3,329,212 16.04 Advance Against expenses

Advance against expenses less than 6 months 818,718 145,680 Advance against expenses more than 6 months 1,130,198 5,034,668

1,948,916 5,180,348 16.05 Advance Against motor cycle

Advance against motor cycle less than 6 months 91,717 345,750 Advance against motor cycle more than 6 months 2,024,248 1,740,477

2,115,965 2,086,227 17.00 Fixed Deposit with Banks & Financial Institutes (FDR)

This represents balance made up as follows:Bank Asia Ltd. 500,000 500,000 EXIM Bank Ltd 2,600,000 2,600,000 Farmers Bank Ltd.(FBL) 51,000,000 51,000,000 First Security Islami Bank Ltd. 13,300,000 13,300,000 NRB Global Bank Ltd. 29,100,000 30,100,000 Shahjalal Islami Bank Ltd. 7,000,000 7,000,000 South Bangla Agriculture & Commerce Bank Ltd. 109,000,000 103,500,000 Lanka Bangla Finance Ltd. 9,460,000 13,260,000

1,800,000 - 223,760,000 221,260,000

18.00 Short Term Deposit with Banks

Agrani Bank Ltd., Malibagh Br. # 0200003064172 550 50 Islami Bank Bangladesh Ltd., Mouchak Br. # 20501450900008600 898,368 519,419 BRAC Bank Ltd., Rampura Br. # 1512102903100001 201,073 365,132 Dutch Bangla Bank Limited, Manda Br. # 2211200000178 8,496,513 18,913,236 EBL, Magbazar Br. # 1171220059547 2,470 24,703 EXIM Bank Ltd. Malibagh# 02313100296181 70,623 2,388,382 Farmers Bank Ltd.(FBL), Motijeel Br. # 0113000009393 2,821,331 13,081 First security Islami Bank Ltd. Topkhana Br. # 11813100000344 10,592 26,114 Jamuna Bank Ltd. , Malibagh Br. #00430320000421 2,905 110,568 Janata Bank Ltd., Janata Bhabon Corporate Br. # 004000156 113,854 58,377 National Bank Limited Malibagh# 1032000476776 104,421 590,381 NCC Bank Ltd., Motijheel Br. # 0013-0325000365 332,542 128,637 NRB Global Bank Ltd. Motijheel Br. # 0113000008238, 18,200 339 Premier Bank Ltd., Nawabpur Road Br. # 013913100000026 1,924 1,924 Shahjalal Islami Bank Ltd., Malibagh Choudhuri Para Br. # 13100000004 437,870 3,090,824 South Bangla A & C Bank Ltd., Principal Br. #2130000334 1,462 459,898 Standard Bank Ltd., Malibagh Br. # 068-36000004 680,655 2,403,884 Southeast Bank Ltd.-Mouchk Br.# 004513100000019 12,538 80,236 United Commercial Bank Ltd. ,Dilkusha Br.# 1221301000000124 344 19,498,564 Bank Asia , Pultorn Br. # 04936000067 419,035 349,795 Social Islami Bank Limited-SND # 0181360001631 68,925 437,279 Mutual Trust Bank Ltd.-0094-0320000037 4,408,716 4,156,245 Al-Arafah Islami Bank Limited-1051220000326 43,098 1,024,400

490 - 105,000,000 -

124,148,499 54,641,468

Amount in Taka

ICB Islamic Bank

This is consisting of of STD Account maintained with 25 banks throughout the country as follows:

South Bangla A & C Bank Ltd., Principal Br. #772ICB Islamic Bank - 001002500054642

184

Prospectus of SLICL

19.00 Current Account with Banks 30 June 2018 31 Dec. 2017

150,532 20,562NCC Bank Ltd. Malibagh Br. # 0013-0210016208 438 107,375EXIM Bank Ltd. Malibagh # 02311100296151 255,215 350National Bank Limited Malibagh # 1032000868879 6,337 101,119Dutch Bangla Bank Limited, Manda Br. # 2211100003731 249,948 484,096Standard Bank Ltd., Malibagh Br. # 06833000152 40,028 2,363Mutual Trust Bank Ltd.-CD # 0094-0210001128 59,957 57,894

18,895 - 781,350 773,759

20.00 Saving Account with Banks

NRB Global Bank Ltd. Motijheel Br. # 0113000008760 - 68,502 Shahjalal Islami Bank-SB-4041-1240000007 7,361 1,456,852 Dutch Bangla Bank Limited-STD # 178.120.1861 16,981 7,260,832

430,367 - 454,709 8,786,186

21.00 Inventory ( Stamps, Printing & Stationary)This represents balance made up as follows:Opening balance 84,567 41,752 Add: Addition during the period 956,767 4,149,246

1,041,334 4,190,998 Less: Adjustment during the period 962,772 4,106,431 Closing balance 78,562 84,567

22.00 Premium Less Re-insurance (Net)This represent amount is made up as follows:

Gross Premium

Net Premium 30 June 2018

Net Premium 30 June 2017

228,198,992 227,944,266 89,458,214 50,074,308 49,705,380 22,906,392 2,707,627 2,707,627 2,884,082

280,980,927 280,357,273 115,248,688

23.00 Interest, Dividend and RentsThis represents amount made up as follows:Interest on STD 251,747 157,968 Interest on Savings account 3,632 27,033 Interest on FDR 8,904,056 6,249,959 Interest on BGTB 929,276 1,130,460 Interest on BGTB (Statutory) 1,427,016 936,000 Interest on DPS 2,581,112 - Profit / (Loss) on Sale of Share - -

14,096,839 8,501,420 24.00 Other Income

This balance is made-up as follows:Calendar Sale 12,370 19,260 Proposal form 17,961 25,894 Duplicate policy issue fee 570 Late fees 284,572 159,738 Crockeries sale 127,830 - Reserve for Unexpired Risk -

443,303 204,892

Amount in Taka

623,654

This is consisting of Current Account maintained with 8 banks throughout the country as follows:

United Commercial Bank Ltd, Dilkusha Br.CD#1221101000000223

254,726

Mutual Trust Bank Ltd.-SB#0320000082

Ordinary Life (OR) 1st year

This is consisting of Saving Account maintained with 4 banks throughout the country as follows:

Re-Insurance Premium

Taka

Type of Premiums

Group Insurance Premium - Ordinary Life (OR) Renewal 368,928

Shahjalal Islami Bank Ltd. Malibagh Choudhuri Para Br.# 404111100000076

185

Prospectus of SLICL

30 June 2018 31 Dec. 2017 25.00 Provision for Income Tax

26.00 Capital Expenditure Commitment

27.00 Contingent Asset/ Liabilities

28.00 Companies Act 1994,Schedul- XI part-II [Note 3(P) (VI)5]182 164

NIL NIL

29.00 Payment in foreign currencyThe Company has paid Tk. 623,654 Equivalent to $ 7,513 as Re-Insurer during the period June 2018.

30.00

31.00

Amount in Taka Amount in Taka Relationship

with the Company

30 June 2018 30 June 2017

Chairman & Shareholder

13,000 10000

Vice Chairman & Shareholder

13,000 10000

Directore & Shareholder

13,000 10000


13,000 10000


13,000 10000


13,000 10000


13,000 10000


13,000 10000


13,000 10000


13,000 10000


13,000 10000

Amount in Taka

Mr. Omar Khayam

Mr. Ahmed Rajeeb Samdani Board Meeting Fee

Mrs. Hazera Hossain Board Meeting Fee

Board Meeting Fee

Board Meeting Fee

Board Meeting Fee

Mrs. Maya Rani Roy


Name of the Party

Mrs. Noor-E-Hafza

Mrs. Fauzia Quamrun Tania

Rupali Insurance Company Limited(Represented by K.M. Farookh)


Mr. Sheikh Mohammed Danial Board Meeting Fee

Nature of transaction

Board Meeting Fee

Board Meeting Fee

Mrs. Kamrun Nahar Board Meeting Fee

Board Meeting Fee

Board Meeting Fee

Particulars

Related party disclosures :The party is related to the company if the party cast significant influence over the subject matters and also hold thecontrolling power of the management affairs of the company and any transaction made during the year with the partyrelated therewith is termed as related party transaction as per BAS-24 "Related Party Disclosure". During the year underaudit related party transactions were made that which has influenced the company's business. The details of related partytransactions during the year along with the relationship is illustrated below in accordance of BAS 24:

Prevention of Money Laundering & Terrorist Financing :

ii) Number of employees drawing salary below Tk. 3,000 per month

b) There was no material capital expenditure authorized by the Board but not contracted for at 30 June 2018

In line with the guidance notes provided by Bangladesh Bank and recommendation of the technical sub-committee (Life)of Bangladesh Insurance Association The company has a comprehensive anti money laundering & terrorist financingguidance. The Company has robust KYC & rule book and continuous monitoring by internal audit team.

Income Tax liability is created on the basis of surplus of Actuarial Valuation Report as per 4th schedule 2b method ofIncome Tax Ordinance 1984. Actuarial Valuation Report has not been obtained on this financial statement. Therefore inabsence of Actuarial Valuation Report provision for Income Tax is not calculated.

a) There was no capital expenditure contracted or incurred or unprovided for at 30 June 2018

There was no contingent assets or liabilities of the company as on 30 June 2018.

i) Number of employees drawing salary above Tk. 3,000 per month

186

Prospectus of SLICL

30 June 2018 31 Dec. 2017 Directore & Shareholder

13,000 10000

Common Director

- 5000000

Perag Socks Industries Ltd. Common Director

- 5000000

Dragon Sweater Bangladesh Ltd. Common Director

- 10000000

Rupali Insurance Company Limited Common Director

844,627 968157

Golden Harvest Agro Industries Ltd. Common Director

- 95175

Golden Harvest Icecreame Ltd. Common Director

- 124200

Golden Harvest Foods Ltd Common Director

- 17550

Common Director

- 29704285

Common Director

2,500,000 2500000

32.00Total amount of remunaration paid to directors during the period as follows :

Amount in Taka Amount in Taka Relationship

with the Company

30 June 2018 30 June 2017

Chairman & Shareholder

13,000 10,000


13,000 10,000


13,000 10,000


13,000 10,000


13,000 10,000


13,000 10,000


13,000 10,000


13,000 10,000


13,000 10,000


13,000 10,000


13,000 10,000


13,000 10,000

Amount in Taka

Mrs. Hoda Ali Selim Board Meeting Fee

Mr. Omar Khayam Board Meeting Fee




Mrs. Maya Rani Roy Board Meeting Fee

Mr. Sheikh Omar Faruque Board Meeting Fee


Board Meeting Fee

Mrs. Shafia Sobhan Chowdhury Board Meeting Fee

Mr. Sheikh Mohammed Danial Board Meeting Fee

Name of the Party Nature of transaction

Mrs. Noor-E-Hafza Board Meeting Fee

Mrs. Fauzia Quamrun Tania Board Meeting Fee

Imperial Sweater Industries Ltd. Group Insurance

Discloser of Managerial Remunaration :

Particulars

Group Insurance

Group Insurance

Group Insurance

Group Insurance

Group Insurance

Group Insurance


Dragon IT & Communication Ltd.

Intraco Refueling Stations Limited

Payable

Receivable

187

Prospectus of SLICL

(b) Information as is required under section 186 of the company act 1994 relating to holding company;

As there is no holding company, Information as is required under section 186 of the company Act 1994 is not applicable here.

188

Prospectus of SLICL

(c) Selected Ratios as specified in Annexure – D

1Current assets 202,340,794 134,962,402 61,445,799 36,425,414 18,058,972 8,704,474

Current Liabilities 34,100,440 120,797,559 180,463,019 106,735,922 51,734,957 18,421,366

Current asset- Inventories- Advance, deposit &

prepayments

178,150,024 111,433,461 44,077,179 22,720,502 10,713,303 5,646,639

Current liabilities 33,754,464 120,797,559 180,463,019 106,735,922 51,734,957 18,421,366 2

Gross Premium N/A N/A N/A N/A N/A N/A Average Account receivales N/A N/A N/A N/A N/A N/A

COGS N/A N/A N/A N/A N/A N/A Average Inventory N/A N/A N/A N/A N/A N/A

Gross premium 280,980,929 407,524,585 195,473,483 236,379,931 151,166,865 17,547,242 Average total assets 641,727,665 500,915,650 418,484,055 365,832,775 275,472,262 223,287,275

3Gross Margin N/A N/A N/A N/A N/A N/A

Gross Premium N/A N/A N/A N/A N/A N/A

Operating Income N/A N/A N/A N/A N/A N/A Gross Premium N/A N/A N/A N/A N/A N/A

NPAT N/A N/A N/A N/A N/A N/A Net premium N/A N/A N/A N/A N/A N/A

Net profit after tax N/A N/A N/A N/A N/A N/A Average total assets N/A N/A N/A N/A N/A N/A

(c) Selected ratios as specified in Annexure-D

Auditor’s certificate regarding calculations of EPS and Other Ratios of Sonali Life Insurance Company Limited

The following ratios have been computed from the Audited Financial Statements of Sonali Life Insurance Company Limited for the periods from 30 June 2018 and for the years ended 31 December 2017, 2016, 2015, 2014, 2013

N/A N/A N/A

N/A N/A N/A

d Return on asset ratio (%)

N/A

b Operating profit ratio (%)

N/A N/A N/A

N/A N/A

N/A N/A N/A

c Net profit Ratio (%) N/A N/A N/A

Profotability Ratios

a Gross Margin ratio(%)

N/A N/A N/A N/A N/A N/A

c Asset Turnover Ratio (Times)

0.44 0.81 0.47 0.65 0.55 0.08

b Inventory turnover ratio (Times)


Operating Efficiency Ratios

a Account Receivable turnover (Times)


b Quick Ratio (Times) 5.28 0.92 0.24 0.21 0.21 0.31

Liquidity Ratio

a Current Ratio (Times) 5.93 1.12 0.34

Result Calculation Result Calculation Result Calculation

0.34 0.35 0.47

31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Calculation Result Calculation

SL Ratios Formula 30-Jun-18 31-Dec-17

Result Calculation Result

189

Prospectus of SLICL

Net profit after tax N/A N/A N/A N/A N/A N/A Average shareholders Equity N/A N/A N/A N/A N/A N/A

Net profit after tax N/A N/A N/A N/A N/A N/A Weighted average number of

shares N/A N/A N/A N/A N/A N/A

4Total debt N/A N/A N/A N/A N/A N/A Total Asset N/A N/A N/A N/A N/A N/A

Total debt N/A N/A N/A N/A N/A N/A Total equity N/A N/A N/A N/A N/A N/A

Operating profit N/A N/A N/A N/A N/A N/A Financial expense N/A N/A N/A N/A N/A N/A

Net Operating profit N/A N/A N/A N/A N/A N/A Total debt service N/A N/A N/A N/A N/A N/A

5Net Operating cash flow N/A N/A N/A N/A N/A N/A

Number of ordinary share outstanding N/A N/A N/A N/A N/A N/A

NOCFPS N/A N/A N/A N/A N/A N/A EPS N/A N/A N/A N/A N/A N/A


N/A N/A N/A e Return on equity ratio (%)

N/A N/A N/A

f Basic earnings per share N/A N/A N/A N/A N/A N/A

a Debt to total assets ratio


b Debt to equity ratio N/A N/A N/A N/A N/A N/A

Solvency Ratio

b NOCFPS to EPS N/A N/A N/A N/A N/A N/A

c Times Interest earned ratio


d Debt Service coverage ratio


Cash Flow Ratio

a Net Operating cash flow per share N/A N/A N/A N/A N/A N/A

190

Prospectus of SLICL

A. Statement Of Finanacial Position


Capital and Liabilities Shareholders' Equity Authorised Capital:100,000,000 ordinary shares of Tk. 10 each 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000 1,000,000,000 Issued Subscribed And Paid-Up 28,500,000 ordinary shares of Tk. 10 each fully paid up in cash 285,000,000 180,000,000 180,000,000 180,000,000 180,000,000 180,000,000 Statutory deposit by the shareholders 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000

Balance Of Funds And Accounts Life Insurance Fund 381,799,398 253,073,934 57,496,790 102,272,380 80,922,292 9,865,910

LIABILITIES AND PROVISIONSEstimated Liabilities in respect of outstanding claims, whether due or intimated 23,074,350 39,601,500 46,266,000 13,820,000 13,800,000 - Amount due to other persons or bodies carrying on insurance business 477,846 - 22,876 95,418 49,853 9,234 Sundry Creditors 10,322,022 80,960,512 127,470,124 80,489,150 33,281,514 18,324,051 Lease Finance - - - 1,747,202 4,361,972 - Reserve for unexpired risk - - 5,270,007 - - - Premium Deposits 226,222 235,547 143,543 150,320 157,458 88,081 Provision for share value fluctuation account - - 1,290,469 10,433,832 84,160 - TOTAL EQUITY AND LIABILITIES 715,899,838 568,871,493 432,959,810 404,008,302 327,657,249 223,287,276

PROPERTY AND ASSETS

INVESTMENT (AT COST)Statutory deposit with Bangladesh Bank 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 15,000,000 Share listed on stock exchange 16,066,291 - - 35,301,380 13,946,542 - Bangladesh Govt. Treasury Bond 33,800,000 33,800,000 28,800,000 - - - Other Investment 76,321,227 67,941,949 38,171,551 23,925,329 -

Outstanding Premium 19,972,699 19,325,713 11,872,647 5,813,187 1,037,186 1,079,361 Interest, Dividends And Rents Accruing but not due 30,393,981 24,813,171 15,631,740 8,300,427 3,392,332 1,404,000 Advances, Deposits and Sundry Debtors 25,462,867 26,683,258 17,581,180 13,068,086 7,316,855 3,057,835 Pre-incorporation expense - - 2,123,525 2,123,525 2,123,525 2,123,525 CASH AND OTHER BANK BALANCESFixed deposits with Banks and Financial Institutes 223,760,000 221,260,000 216,500,000 217,700,000 240,900,000 180,000,000 Short term deposit with Banks 124,148,499 54,641,468 11,766,421 5,529,326 3,480,092 121,209 Current Account with Banks 781,350 773,759 640,014 232,560 7,920 12,290 Savings Account with Banks 454,709 8,786,186 6,412 6,727 11,667 - Cash in hand 2,364,127 938,847 1,782,108 1,351,576 660,581 507,488 OTHER ACCOUNTSStamps, Printing and Stationary in hand 78,562 84,567 41,752 638,239 28,814 398,766 Fixed Assets 105,829,516 73,819,320 45,403,326 38,713,066 25,683,557 10,862,791 Intangible Assets 41,466,010 21,003,255 27,639,134 36,304,873 14,068,178 8,720,010 TOTAL ASSETS 715,899,838 568,871,493 432,959,810 404,008,302 327,657,249 223,287,276

B. STATEMENT OF OPERATING RESULTINTEREST, DIVIDENDS AND RENTSInterest on STD 251,747 278,713 688,884 631,568 621,532 2,366,965 Interest on Savings account 3,632 62,457 20 - Interest on FDR 8,904,056 21,649,280 27,512,393 26,574,970 27,304,640 5,625,000 Interest on BGTB (Bond) 929,276 2,260,920 - 1,872,000 1,733,757 1,404,000 Interest on BGTB (Statutory) 1,427,016 1,872,000 1,392,018 - - - Interest on DPS 2,581,112 2,843,358 905,263 27,208 - - Dividend from Shares - - 250,333 837,045 - - Profit / (Loss) on Sale of Share - 4,093,586 - 479,819 121,508 - Net Premium 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775 Other Income 443,303 5,759,184 373,572 136,927 85,940 43,435

1. Sonali Life Insurance Company Limited was incorporated on 07 July 2013 and started it's commercial operation from 01 August 20132. The operating results of the company over the last five years is as follows:

Auditor's Report in pursuance to Section 135(1) and paragraph 24(1) (3) and 25 of part-II of the Schedule III of the Companies Act, 1994

As required under section 135(1), Para 24(1), Part II of the Third Schedule of Companies Act 1994, we appended below the following financialinformation of Sonali Life Insurance Company Limited (SLICL) for the period ended 30 June 2018 audited by us and the year ended 31 Dec. 2017, 2016,2015, 2014 and 2013 audited by Ahmad & Akhtar Chartered Accountants.

191

Prospectus of SLICL

MANAGEMENT EXPENSES(Not applicable to any fund or account): 46,915,570 62,430,186 38,895,688 33,439,886 29,971,783 9,989,391 Salaries 25,397,773 51,419,450 42,600,606 21,571,078 16,740,015 4,935,686 Development salaries and allowance 22,665,580 15,420,971 11,122,053 11,197,354 7,840,004 - Development incentive 626,201 1,279,659 201,766 81,812 72,717 - Travelling and conveyance 82,753 358,613 252,899 232,761 110,368 34,136 Directors Fees 156,000 240,000 230,000 240,000 110,000 Audit Fees 25,000 - - 25,000 25,000 25,000 Actuary Fees 1,150,000 - - - - - Medical Fees 354,507 713,806 267,550 189,397 59,490 3,770 Legal and professional fees - 80,000 225,000 55,750 83,880 - Insurance policy stamp 1,000,000 2,500,000 1,100,000 725,000 720,000 - Advertisement and promotional expense - 147,346 932,116 1,231,316 585,500 537,150 Office Rent 11,182,852 28,080,258 15,239,687 12,305,894 7,493,575 30,000 Printing and Stationary 926,767 4,086,456 1,673,116 909,035 714,094 354,338 Bank Charges 1,267,564 1,629,465 955,552 437,220 638,348 - Financial Expenses 319,020 8,557,682 10,719,705 4,427,692 - 11,484 Brokerage Commission 18,036 13,695 - - - - Foreign currency loss 7,771 25,932 - - - - Repairs and Maintenance 92,915 399,983 190,596 347,392 216,221 339,662 Service Maintenance 1,007,598 1,148,601 834,333 624,000 - - Fuel, Oil Generator 34,125 87,880 55,530 40,524 - 14,430 Car Fuel, Maintenance & Repairs 56,485 885,566 727,218 387,597 270,388 - Papers, Periodicals and Books 5,310 85,880 93,250 59,950 48,940 2,690 Telephone, Fax and Internet 726,903 1,341,055 1,247,770 1,587,644 1,054,646 114,573 Electricity & Utility Expenses 2,180,899 3,512,715 2,660,260 1,858,780 666,548 75,469 Training and Recruitment Expenses 18,000 8,750 590,500 224,734 13,853 - Entertainment 583,362 283,517 377,264 281,513 209,801 75,776 Insurance premium (General) 228,898 383,468 246,223 112,850 196,710 - Postage and Courier 196,100 305,897 138,858 128,049 51,963 3,465 Business Development Expenses 331,768 2,833,029 1,475,462 1,912,781 1,001,473 - Prizes and Awards 72,000 152,000 651,206 225,630 15,000 - Company Registration (Renewal) Fees - - - 529,084 75,436 Stamps & Forms 30,000 62,790 27,285 50,240 43,264 13,815 Fees, Subscriptions and Donation 330,000 2,065,228 1,032,050 259,363 101,657 - Meeting, Seminar & Symposium 398,900 1,624,527 1,544,979 202,011 73,637 99,021 Uniform 241,500 36,230 5,250 - - Conference - 481,250 - - - Reserve for unexpired risk - - 5,270,007 Written off pre-incorporation expense - 2,123,525 - - - - Fair Expense - - - - - 9,040 Refreshment & Recreation 7,371,919 2,090,500 683,330 - 9,378 Provision for Commission expense for outstanding premium - - 766,484 581,319 - - Provision for change in value of investment in shares - - - 10,349,672 84,160 - Depreciation on Fixed Asset 10,356,646 15,611,008 17,529,877 11,394,903 7,303,494 423,991

C. Dividend Declared

30-Jun-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13Cash Dividend (%) - - - - - - Stock Dividend (%) - - - - - -

E. The Company started its commercial operation in 01 August 2013.F. The Company has no subsidiary as on the balance sheet date.G. No proceeds or part of the proceeds of the issue of shares would be applied directly by the company in the purchase of any business.H. The Company did not prepare any statement of accounts for the period subsequent to 30 June 2018.


D. Sonali Life Insurance Company Limited was incorporated in Bangladesh as a Public Limited Company with the issuance of Certificate ofincorporation bearing Reg. No. C-110085/13 dated on 07 July 2013 under companies act 1994. The Company was also registered with the Insurancedevelopment and regulatory authority on 30 July, 2013 bearing registration no. Life 02/2013 under Insurance Act 2010.

Particulars Amount in Taka

192

Prospectus of SLICL

Percentage Grand TotalA. SHAREHOLDER'S EQUITY AND LIABILITIESSHAREHOLDERS' CAPITALAuthorized Capital100,000,000 Ordinary Shares of Tk.10 each 1,000,000,000

ISSUED SUBSCRIBED AND PAID-UP28,500,000 Ordinary Shares of Tk.10 each fully paid up in cash 285,000,000 39.88 39.88Statutory Deposit by the Shareholders 15,000,000 2.10 2.10

BALANCE OF FUNDS AND ACCOUNTS 380,483,398 53 53Life Insurance Fund

LIABILITIES AND PROVISIONS 34,100,440 4.77

23,074,350 3.23 Amount due to other persons or bodies carrying on insurance business 477,846 0.07 Sundry Creditors 10,322,022 1.44 Premium Deposits 226,222 0.03

100.00

TOTAL CAPITAL AND LIABILITIES 714,583,838

Percentage Grand TotalB. PROPERTY AND ASSETSLOANSOn Insurers' Policies within their surrender value - INVESTMENT (AT COST) 141,187,518 19.76

15,000,000 2.10 33,800,000 4.73

Investment In Shares 16,066,291 2.25 76,321,227 10.68

Outstanding Premium 19,972,699 2.80 2.80Interest, Dividends and Rents Accruing but not due 30,393,981 4.25 4.25Advances, Deposits and Sundry Debtors 24,146,867 3.38 3.38

CASH, BANK AND OTHER BALANCES 351,508,685 49.19On Fixed Deposit with Banks & Financial Institutes 223,760,000 31.31On Short Term Deposit with Banks 124,148,499 17.37On Current Account with Banks 781,350 0.11On Saving Account with Banks 454,709 0.06Cash in Hand 2,364,127 0.33

OTHER ACCOUNTS 147,374,088 20.62Stamps, Printing & Stationary in Hand 78,562 0.01Fixed Assets (At Cost Less Depreciation) 105,829,516 14.81Intangible Assets 41,466,010 5.80

TOTAL PROPERTY AND ASSETS 714,583,838 100.00


Statutory Deposit with Bangladesh Bank Bangladesh Govt. Treasury Boand

Other Investment

Particulars Amount In TakaAmount In Taka

Estimated liabilities in respect of outstanding claims, whether due or intimatedwhether due or intimated

E) Financial Spread Sheet analysis for the latest audited financial statements

SONALI LIFE INSURANCE COMPANY LIMITEDSTATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2018

ParticularsAmount In Taka

Amount In Taka

193

Prospectus of SLICL

STATEMENT OF LIFE REVENUE ACCOUNT AS AT 30 JUNE 2018

Particulars Amount In Taka Percentage Grand TotalIncomeBalance of Fund at the beginning of the year 253,073,934 46.18

Premium Less Re-Insurance:First Year Premium 228,198,992 41.64

Renewal Premium 50,074,308 9.14

Group Insurance Premium 2,707,627 0.49

Gross Premium 280,980,927 51.28Less: Re-insurance Premium (623,654) (0.11) Net Premium 280,357,273 51.16 51.16Interest, Dividend and Rents 14,096,839 2.57Other Income 443,303 0.08Total 547,971,349 100.00

Claims Under Policies (Including Provision For Claims due or intimated), less re-insurance: 30,054,729 5.48

Expense of Management 136,117,222 24.84 24.84Commissio to Insurance agents 29,686,853 5.42Allowances and commissions (Other than commission including in sub-item (a) preceding) 17,228,717 3.14Salaries 25,397,773 4.63Development salaries and allowance 22,665,580 4.14Development incentive 626,201 0.11Travelling and conveyance 82,753 0.02Directors Fees 156,000 0.03Audit Fees 25,000 0.00Actuary Fees 1,150,000 0.21Medical Fees 354,507 0.06Insurance policy stamp 1,000,000 0.18Office Rent 11,182,852 2.04Printing and Stationary 926,767 0.17Bank Charges 1,267,564 0.23Financial Expenses 319,020 0.06


Amoun In Taka

194

Prospectus of SLICL

Brokerage Commission 18,036 0.00Foreign currency loss 7,771 0.00Repairs and Maintenance 92,915 0.02Service Maintenance 1,007,598 0.18Fuel, Oil Generator 34,125 0.01Car Fuel, Maintenance & Repairs 56,485 0.01Papers, Periodicals and Books 5,310 0.00Telephone, Fax and Internet 726,903 0.13Electricity & Utility Expenses 2,180,899 0.40Training and Recruitment Expenses 18,000 0.00Entertainment 583,362 0.11Insurance premium (General) 228,898 0.04Postage and Courier 196,100 0.04Business Development Expenses 331,768 0.06Prizes and Awards 72,000 0.01Stamps & Forms 30,000 0.01Fees, Subscriptions and Donation 330,000 0.06Meeting, Seminar & Symposium 398,900 0.07Refreshment & Recreation 7,371,919 1.35Depreciation on Fixed Asset 10,356,646 1.89Balance of Fund at the end of the period/year 381,799,398 69.68Total 547,971,349 100.00

195

Prospectus of SLICL

Name Of party Nature Of Relationship

Nature Of Borrowing

Balance as on 30 June, 2018

Interest Rate

Interest Paid (BDT)

Interest Accrued (BDT)

N/A N/A N/A N/A N/A N/A N/A


Nature Of Borrowing

Balance as on 31 Dec, 2017

Interest Rate

Interest Paid (BDT)


SBAC Bank Limited (A/C#01622000049820) Lender Long Term 40,898,859 15% 4,016,091 -

Farmers Bank Limited (A/C#0162400090253) Lender Short Term - 15.5% 3,925,116 -

First Security Islami Bank Limited Ac# 0118-710-

777Lender Short Term - 15% 616,475 -

Total 40,898,859 8,557,682 -


Nature Of Borrowing


Interest Rate

Interest Paid (BDT)



Farmers Bank Limited (A/C#0162400090253) Lender Short Term 29,390,210 15.5% 2,401,692 -

Total 99,584,921 10,645,990 -


Nature Of Borrowing


Interest Rate

Interest Paid (BDT)



Total 70,803,545 3,928,746 -


Nature Of Borrowing


Interest Rate

Interest Paid (BDT)




Nature Of Borrowing


Interest Rate

Interest Paid (BDT)



sd/- sd/-Date : 6 August 2018 AHMAD & AKHTAR

Place : Dhaka Chartered Accountants

Certificate of long term and short term borrowings including borrowing from related party or connected persons with rate of interest and interest paid/accrued

After due verification, we certify that the Long Term and Short Term Borrowing Including Borrowing from Related Party or Connected Persons of the Sonali life Insurance Company Limited for the last five years and six months made up as follows:

For the Year ended 31 december, 2017


The Sonali life Insurance Company Limited does not have any Long Term and Short Term Borrowing from related Party or Connected Persons for the period from 01 January 2013 to 30 June 2018.




For the Year ended 30 June, 2018

196

Prospectus of SLICL

Year Name Of Lenders Purpose Sanctioned Amount

Rate Of Interrest

Primary Security

Collateral or other security

Repayment Schedule Status

31-Dec-17SBAC Bank Limited

(A/C#01622000049820)

Motor Vehicle

Purchase80,000,000 15% FDR N/A Monthly 40,898,259

31-Dec-16 Farmers Bank Limited (A/C#0162400090253)

Motor Vehicle

Purchase31,250,000 15.5% FDR N/A Monthly 29,390,210


(A/C#01622000049820)

Motor Vehicle



(A/C#01622000049820)

Motor Vehicle



This is to certify that the Principal Terms of Secured Loans as per Agreement and Assets on which charge have been Created AgainstThose Loans of Sonali life Insurance Company Limited for the year from 01 January 2013 to 30 June 2018 were as follows:

Statement of principal terms of secured loans and assets on which charge have been Created against those loans

197

Prospectus of SLICL

Statement of unsecured loans with terms & conditions

sd/-

Date : 6 August 2018 AHMAD & AKHTARPlace : Dhaka Chartered Accountants

This is to certify that Sonali Life Insurance Company Limited has not taken any unsecured loan from any financial institute/related party/person for the last five years .


Stamps, Printing & Stationary 78,562 84,567 41,752 638,239 28,814 398,766


Amount In Taka

This is to certify that Sonali Life Insurance Company Limited has no inventories except Stamps, Printing andStationary showing amount for the last five years.

Certificate on inventories showing amount of raw material, packing material, stock-in-process andfinished goods, consumable items, store & spares parts, inventory of trading goods etc.

198

Prospectus of SLICL

December December December December December

31, 2017 31, 2016 31, 2015 31, 2014 31, 2013

General 19,972,699 19,325,713 11,872,647 5,813,187 1,037,186 1,079,361

From Related Party - - - - - -

From Connected Persons - - - - - -

Total 19,972,699 19,325,713 11,872,647 5,813,187 1,037,186 1,079,361

sd/-Date : 6 August 2018Place : Dhaka

Statement of trade receivables showing receivable from related party and connected persons

This is to certify that, there is no such trade receivables showing receivables from related party and connectedperson except Outstanding Premium of Sonali Life Insurance Company Limited for the last five years.


Particulars

Amount in BDT

30-Jun-18


Statement of any loan given by the issuer including loans to related party or connected personswith rate of interest and interest realized/accrued

This is to certify that, there is no such loan given by Sonali Life Insurance Company Limited includingloan to related party or connected persons hence there is no interest realized or accrued for last fiveyears.

199

Prospectus of SLICL

Particulars 30-June-18 (6 months) 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Interest Income 14,096,839 28,966,728 30,498,578 29,105,746 29,659,929 9,395,965

Dividend Income - - 250,333 837,045 - -

Discount Received - - - - - - Other Non-operating Income 443,303 5,759,184 373,572 136,927 85,940 43,435

Profit or loss on sale share - 4,093,586 - 479,819 121,508 -

Total 14,540,142 38,819,498 31,122,483 30,559,537 29,867,377 9,439,400


Statement of other income showing interest income, dividend income, discount received and other non-operatingincome

After due verification, other income showing interest income, dividend income, discount received, other non-operatingincome of Sonali Life Insurance Company Limited for the last five years as follows:

200

Prospectus of SLICL

Statement of turnover showing separately in cash and through banking channel

30-Jun-2018 (6 months) 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Net Premium Income in cash - - - - - -

Net Premium Income through banking channel 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775

Total turnover 280,357,273 405,720,578 194,658,655 235,963,615 150,945,971 17,528,775


ParticularsAmount in Taka

After due verification, the turnover (Net Premium Income) showing separately in cash and through banking channel of Sonali Life InsuranceCompany Limited during last five years were as follows:

201

Prospectus of SLICL

Amount in Taka

Amount in Taka

Amount in Taka

Amount in Taka

Amount in Taka

Amount in Taka

Relationship with the

Company

30 June 2018 31 Dec. 2017 31 Dec.

2016 31 Dec.

2015 31 Dec.

2014 31 Dec. 2013

Chairman & Shareholder 13,000 20,000 20,000 20,000 20,000 -


13,000 20,000 20,000 20,000 20,000 -

Directore & Shareholder 13,000 20,000 20,000 20,000 20,000 -










Common Director - - - 5,000,000 - -

Perag Socks Industries Ltd. Common Director - - - 5,000,000 - -

Dragon Sweater Bangladesh Ltd. Common Director - - - 10,000,000 - -

Rupali Insurance Company Limited Common Director 844,627 968,157 968,157 984,767 968,157 -

Golden Harvest Agro Industries Ltd. Common Director - 95,175 95,175 - - -

Golden Harvest Icecreame Ltd. Common Director - 124,200 124,200 - - -

Golden Harvest Foods Ltd Common Director - 17,550 17,550 - - -

Common Director - - - - - 141,169,317

Common Director - - - - 2,500,000 -

Common Director

- - - - - 52,000

Common Director

240,000 480,000 480,000 120,000 - -

sd/-Date : 6 August 2018Place : Dhaka


Group Insurance

Intraco CNG Ltd. Payable

Dragon IT & Communication Ltd. Payable

Intraco Refueling Stations Limited Investment

Rupali Insurance Company Limited Office Rent

Imperial Sweater Industries Ltd.

Group Insurance

Group Insurance

Group Insurance

Group Insurance


Mrs. Maya Rani Roy Board Meeting Fee

Group Insurance

Group Insurance

Mr. Sheikh Omar Faruque Board Meeting Fee

Mr. Omar Khayam Board Meeting Fee




Mrs. Shafia Sobhan Chowdhury Board Meeting Fee


After due verification, we certify that as per audited financial statements, books of accounts and records, the status of related party transactions of Sonali Life

Certification on statement of related party transactions of Sonali Life Insurance Company Limited

Mrs. Fauzia Quamrun Tania Board Meeting Fee


Board Meeting Fee

Particulars

Name of the Party Nature of transaction

Mrs. Noor-E-Hafza Board Meeting Fee

Board Meeting Fee

202

Prospectus of SLICL

2018-2019 2017-2018 2016-2017 2015-2016 2014-2015Net Income before Tax as per AuditedFinancial Statements (Including OtherIncome)

38,819,498 31,122,483 30,559,537 29,867,377 9,439,400

Less: Management Expenses 119,112,004 65,774,938 61,878,749 47,645,482 15,056,869 Profit / (loss) as per 2(A) method, 4th

schedule of ITO, 1984 (80,292,506) (34,652,455) (31,319,212) (17,778,105) (5,617,469)

Profit determination as per 2(B)method, 4th schedule of ITO, 1984Surplus/(Deficit) as per Actuarialvaluation Report as at 31st December

74,387,000 (70,861,000) 2,737,000 - -

Less: Surplus/(Deficit) as per Actuarialvaluation Report as at 31st December 70,861,000 (2,737,000) - - -

Net surplus/(Deficit) as at 31stDecember 145,248,000 (73,598,000) 2,737,000 - -

Less: Policyholders proportionexempted @75% from the 90% 98,042,400 (49,678,650) 1,847,475 - -

Taxable surplus/(deficit) as at 31December 47,205,600 (23,919,350) 889,525 - -

Add: Accounting Depreciation 15,611,008 17,529,877 11,394,903 7,303,494 423,991 Taxable surplus/(deficit) asat 31 December 62,816,608 (6,389,473) 12,284,428 (10,474,611) (5,193,478)

Add: Inadmissible Expenses 250,000 330,000 190,000 240,000 50,000 63,066,608 (6,059,473) 12,474,428 (10,234,611) (5,143,478)

Less: Admissible Expenses 18,381,749 16,989,942 24,112,712 12,232,351 5,332,176 Less: Accumulated Loss set off 44,684,859 - - - Net taxable surplus/(deficit) asat 31 December

- (23,049,415) (11,638,284) (22,466,962) (10,475,654)

Date: 23 October 2018Place: Dhaka


Certification regarding reconciliation of business income shown in the tax return with Net Income shown in audited financial statements.

This is to certify that the business income of Sonali Life Insurance Company Limited as per audited financialstatements and income are shown in the tax return for the last five years were as follows:

Particulars Assessment Year

sd/-

203

Prospectus of SLICL


Confirmation that all receipts and payments of the issuer above Tk. 500,000/- (five lac) were madethrough banking channel

After due verification, we confirm that all receipts and payments above Tk. 5,00,000/- (five lac) were madethrough banking channel by Sonali Life Insurance Company Limited during last five years


Auditors’ disclosure regarding confirmation that bank statements of the issuer are in conformity with its books of accounts

After due verification, we confirm that the bank statements of Sonali Life Insurance Company Limitedare in conformity with its books of accounts for last five years.

204

Prospectus of SLICL

30-Jun-2018 (6 months) 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 31-Dec-13

Tax 571,343 1,559,490 2,315,248 2,395,905 2,466,550 799,220

VAT 3,302,238 3,131,343 1,364,138 879,978 465,092 36,973 Other Taxes Duties - - - - - - Total 3,873,581 4,690,833 3,679,386 3,275,883 2,931,642 836,193


Statement of payment status of TAX, VAT and other taxes/duties

This is to certify that the payment status of income tax and other taxes/duties of Sonali Life Insurance CompanyLimited are as follows:

Amount In Taka

ParticularsPament Status

205

Prospectus of SLICL

The Average Cost of Acquisition of Equity Shares by the Directors certified

This is to certify that all the shares of the Sonali Life Insurance Company Limited have been allocated to its Directors in Cash or Bonus and the average cost of acquisition of equity by the directors and necessary particulars of shareholdings, allotments dates and consideration are given below:

DateNature of

Transaction

No. of Shares Held

Cons

ider

atio

n

Rupali Insuranc

e Co. Ltd.

Fauzia Quamrun Tania

Shafia Sobhan

Chowdhury


Noor-E-Hafza

Ahmed Rajeeb

Samdani

Hazera Hossain

Omar Khayam

Sheikh Omar

FaruqueKamrun Nahar

Maya Rani Roy

Hoda Ali

Selim

Average Acquisition cost of shares

Tk.

07.07.2013

By Subscription MOA

3,000,000

2,450,000 1,930,000 1,500,000 1,160,00

01,030,00

01,030,00

01,000,00

01,000,00

01,000,00

0 900,000 670,000 Cash 10.00

09.06.2018

By Allotment

1,566,000

1,936,500 1,700,000 2,195,000 1,767,50

0 500,000 255,000 - - 150,000 100,000 330,000 Cash 10.00

Total 4,566,000

4,386,500 3,630,000 3,695,000 2,927,50

01,530,00

01,285,00

01,000,00

01,000,00

01,150,00

01,000,00

01,000,00

0

Sd/-Place: Dhaka AHMAD & AKHTARDate: 6 August, 2018 Chartered Accountants

206

Prospectus of SLICL

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

This is to certify that Sonali Life Insurance Company Limited has not allotted any shares for consideration other than in cash to any person up to 30 June 2018.

Sd/-Place: Dhaka AHMAD & AKHTAR

Date: 6 August, 2018 Chartered Accountants

207

Prospectus of SLICL

CHAPTER- XXVII: CREDIT RATING REPORT

208

Prospectus of SLICL

Report Contents:

Particulars PageRating Rationale 1Company Profile 2Corporate Governance 2Management Evaluation 2Operational Overview 3Financial Review 5

Key Snapshot: BDT. in million

Particulars 2017 20161st Year Premium 308.3 117.1Renewal Premium 60.3 38.5Group Insurance Premium 38.9 39.8Net Premium 405.7 194.7Life Fund 253.1 57.5Total Asset 568.9 433.0Investment 116.7 82.0Net Surplus 74.4 -Paid up capital 180.0 180.0Yield on Life Fund 24.0% -Investment Yield 10.4% 10.4

%First Year Premium Collection Cost

20.2% 33.2%

Expense Ratio 48.8% 71.0%

Performance:

Analysts:

Nafiz [email protected]

Md. Mirazul Islam [email protected]

CPA Rating Long Term Rating2018 BBB2

Date of Rating Declaration 18 September 2018Date of Rating Expiry 17 September 2019

Financial Based on-Audited financial statements up to 31 December 2017.Methodology: Corporate rating methodology published on the WCRCL website at www.wasocreditrating.com

RATING RATIONALEWASO Credit Rating Company Limited (WCRCL) has assigned BBB2 (Triple B Two) Claim Paying Ability (CPA) rating to Sonali Life Insurance Company Limited (hereinafter referred SLIC) in the long term. WCRCL assigned the CPA rating based on audited financial statements upto 31st December 2017, Actuarial Valuation Report as at 31st December 2017 and other relevant management provided quantitative and qualitative data upto the date of rating declaration.

The above rating has been assigned in consideration of its steady persistent in business, operating performance particularly in last year, ‘seven days claim settlement’ policy impacted ‘zero’ balance of claim outstanding, improving renewal premium impacted lapse in policies and establishing good governance in management along with experienced management team. The above factors are, however, constrained to some extent by volatile underwriting performance, low contribution of renewal premium to gross premium, moderate lapse ratio, age of business subsequently impacted life fund and surplus amount and marginal liquidity ratio positioned lower state of industry.

First year premium of the company experienced increasing trend over the last 5 years along with the renewal premium at the same time. The Company reported a growth in life fund (grew by 340.15%) in the last years, though volatile trend revealed compare to last three years. First year’s premium contributed 75% in gross premium where as renewal premium contributed only 15% which seems low in 2017. Besides, Group Insurance premium also gradually decreased. During 2017, death claims amounting BDT 5.2 million was lodged. Of the total death claims BDT 4.7 million was paid during 2017. The Company also repudiated claims of BDT 0.5 million. Therefore, outstanding claim at the end of year was nil. As per policy they settled every claim within 7 (Seven) days that is why SLIC have no claim outstanding since their commencement in 2013.


According to the actuarial valuation report as at 31st December 2017, there was net surplus of BDT 74.39 million for the valuation period January 2017 to December 2017. In 2017, the Company kept BDT 253.07 million as Life fund as against Net liability of BDT 178.67million. Therefore, total surplus as on 31 December 2017 was BDT 74.39 million which was available for distribution as bonuses with profit policies and dividend to shareholders for the valuation period. Compare to other insurers in the industry life fund amount ranked low though SLIC achieved surplus of BDT 74.39 million within short span of time.



CPA rating in this category is adjudged to offer moderate claims paying ability with medium financial security characteristics. But changes in underwriting and/or economic conditions are likely to have impact on the capacity to meet policyholder

209

- 500

0

500

1000

0

100

200

300

400

2013 2014 2015 2016 2017

Grow

th (%

)

BDT

Milli

on

First Year Premium Renewal PremiumGroup Insurance Premium Growth of Life Fund

Prospectus of SLICL

obligations than insurers in higher rated categories.Company Profile

Sonali Life Insurance Company Limited (hereafter referred as Soanli Life or the Company or SLIC) incorporated as public limited company and started operation on 01 August 2013. The Company has accorded registration to transact all classes of Life Insurance Business in Bangladesh. As on 31 December 2017, Authorized capital and Paid up capital of the Company stood at BDT 1,000.0 million and BDT180.0 million respectively. The Company already raised life fund of BDT 253.07 million along with a statutory deposit of BDT 15.0 million. The Company recognized from IDRA for their integrated ERP software which brings operating efficiency and transparency. Sonali Life is an allied concern among well established Dragon group (RMG) and Rupali Insurance Company Limited. Sonali Life has their re-insurance treaty with Scor Globl Life SE (Singapore Branch). Registered office is located at Rupali Bima Bhaban, 7 Rajuk Avenue, Motijheel C/A, Dhaka-1000 and Annexed office is located at 68/B, DIT road, Malibagh Chowdhury Para, Dhaka-1219.

Corporate Governance

Presently the Board is comprised of 14 members, each having sufficient exposure to diversified industrial sectors. Mrs. Noor-E-Hafza is the Chairman of the Board who is also the Director of Farnoor Garments Limited. She also served in Bangladesh Chemical Industries Corporation (BCIC) and worked as chief nutritionist in National Nutrition Council.Mrs. Fauzia Quamrun Tania is the Vice Chairman of the Board. Annexure 1 shows the shareholding composition of Sonali Life as of 31st December 2017. The board of SLIC had 5 meetings in 2017.

The Board has formed 2 (Two) Committees, each of which is headed by a Director. These Committees are: (1) Nomination & Remuneration and (2) Audit Committee.

Management

Senior ManagementThe management team is headed by Ajit Chandra Aich, Managing Director who has been in the insurance profession for last 33 years. The Managing Director is assisted by a Senior Management Group. As on 31st December 2017 the company had total 164 employees in 55 branches. The Board has formed 2 (Two) Committees, each of which is headed by a Director. These Committees are: (1) Nomination & Remuneration and (2) Internal Audit.

The management of the Company has formed an Audit Committee. This committee is comprised of Vice Chairman along with two Directors. This committee audited different branches periodically and reports about any irregularity in the business operation to the Chairman, Audit Committee through the Managing Director. Management delegates Senior Manager of Audit from time to time to conduct audit of various departments of HO and branches of the Company. After conducting audit and verification activities of various departments of HO and branches; Senior Manager of Audit reports to the management on his audit and verification.

The management also operated another committee named Nomination and Remuneration committee. They have plan to form another two committee like- Purchase and Business Development Committee.

210

Prospectus of SLICL

Operational Overview

Product Mix and Performance

The Company has introduced eighteen polices. Ordinary Endowment Insurance Plan with profit, Three Payment Anticipated Endowment Insurance Plan, Five Payment Anticipated Endowment Insurance Plan,Ordinary Endowment Insurance Plan without profit,Money Back Term Insurance Plan with Guaranteed Profit, Child Protection Plan, Single Premium Assurance Plan, Education Expense Assurance Plan, Assurance-cum-Pension Plan, Denmohor Bima Plan, Hajj Bima Plan, Monthly Saving Assurance Plan, Monthly Saving Micro Insurance Plan, Mortgage Assurance Plan, Group TermLife Insurance, Accidental Death Benefit, Permanent Disability and Accidental Benefit Plan.

For the last five years, average cost of premium collection to first year premium was 59% (2016: 66%) which includes agency commission and allowances.

Product Mix and Premium Particulars 2017 2016 2015 2014First Year Premium 308.34 117.09 53.82 41.92First Year Premium as % of Gross Premium 75.66% 59.90% 22.77% 27.73%Renewal Premium 60.31 38.54 22.45 0.58Renewal Premium as % of Gross Premium 14.80% 19.72% 9.50% 0.39%Gross Premium 407.52 195.47 236.38 151.17Net Premium 405.72 194.66 235.96 150.95

Growth of First Year Premium163.34

%117.57

% 28.38%138.90

%

Growth of Renewal Premium 56.46% 71.66%3749.15

% -

Growth of Net Premium108.43

%-

17.50% 56.32%761.13

%

First year premium of the company experienced increasing trend over the last 5 years along with the renewal premium at the same time. Usually, the Company sells all its insurance products through insurance agents. The company has a wide development network to sell its products. In 2017, 75.66% of gross premium was generated from first year premium and the rest from renewal premium (14.80%). According to the existing rule, 96.5% of 1st year premium is allowed as management expense whereas only 20% of the renewal premium is allowable in this regard (for companies of four to six years of operation). Therefore, life insurance companies having higher renewal premium are more profitable. But still, the Company’s renewal premium was less compared to first year premium over the periods. However, SLIC showed a steady operating growth last year.

211

Prospectus of SLICL

2013 2014 2015 2016 20170

50100150200250300350

-1000100200300400500600700800

First Year Premium Renewal Premium Group Insurance PremiumGrowth of Life Fund

BDT

Mill

ion

Grow

th (%

)

Growth of the Key performance Indicators

Company’s net premium earnings and gross premium earnings evident an increasing business trend. Life Fund grew sharply in 2017 due to aggressive business that time. Investment also grew at a steady rate. Overall business was stridently set a new benchmark in 2017, now challenge is to settle at that benchmark. Group Insurance Premium reduced gradually compare to 2015 & 2016 which had a great potential for the Company. Renewal Premium also needs to increase as stated earlier life insurance companies having higher renewal premium are more profitable because it costs less management expense. Year to year comparison regarding renewal premium revealed that SLIC made a growth of 56.46% in 2017 and 71.66% in 2016.

Net Claim of the Company decreased by 68.23% though in 2017 there was an aggression in first year premium and renewal premium. Investment increased by 42.42%, mostly invested to Government Treasury Bond, DPS and Placement Share in capital market.

Key Performance Indicators Year 2017 2016 2015

(Mil. BDT) Amount Growth Amoun

t Growth Amount Growth

First Year Premium 308.34 163.34% 117.09 117.57

% 53.82 28.38%

Renewal Premium 60.31 56.46% 38.54 71.66% 22.45 3749.15%

Group Insurance 38.88 -2.41% 39.84 -75.12% 160.11 47.35%

Net Premium 405.72 108.43% 194.66 -

17.50% 235.96 56.32%

Net Claim 34.57 -68.23% 108.80 -

14.29% 126.94 282.75%

Life Fund 253.07 340.15% 57.50 -

43.78% 102.27 26.38%

Investment 116.74 42.42% 81.97 10.43% 74.23 156.43%Total Assets 568.87 31.39% 432.96 7.17% 404.01 23.30%

Policy Lapse

It is observed from following table that an average 1.1% of the policies were lapsed in the first year of issuance. On the other hand, on an average 21.8% and 33.1% of the total policies lapsed in the second year and third year of issuance respectively. If we consider three years data during 2013-2015, average of total lapse stood at 57%.

212

Prospectus of SLICL

However, average lapse ratio revealed moderate, considering latest five years data, stood at 38.4%.Low lapse ratio helps the insurance companies to grow life fund rapidly.

Lapse Ratio Year 1st Year 2nd Year 3rd Year Total2013 0.1% 23.0% 37.0% 60.1%2014 0.4% 27.3% 32.0% 59.7%2015 1.4% 20.0% 30.4% 51.9%2016 1.7% 17.0% - 18.7%2017 1.6% - - 1.6%

Average 1.1% 21.8% 33.1% 38.4%

However, high policy lapse is very common in the life insurance industry in Bangladesh. The management of the Company has informed that they have a plan to reduce the number of lapse policies in the future. Already the policies in motion to reduce lapses are- a. continues liaison with clients or policy holders; b. dedicated customer service; c. call centre for giving reminder prior to maturity date of premium payment, in digitalized way etc.

Year % of Policy Lapsed out of the Policies Issued as shown in Column 2017 2016 2015 2014 2013

2017 1.6% 0.0% 0.0% 0.0% 0.0%2016 17.0% 1.7% 0.0% 0.0% 0.0%2015 30.4% 20.0% 1.4% 0.0% 0.0%2014 0.0% 32.0% 27.3% 0.4% 0.0%2013 0.0% 0.0% 37.0% 23.0% 0.1%

Financial Review

Underwriting QualityUnderwriting process of SLIC determines whether or not to accept a proposal for insurance and if accepted, the terms and conditions to be applied and the level of premium to be charged. Weak underwriting quality poses risk to the long term volatility of a company. High competition in the market and first year premium affects the industry as a whole. Generation gap of the firms within the industry also affects the process. The analysis found that SLIC took standard procedure to minimize risk a by screening proposal of potential insured in the area his/her history, family background, health condition, medical requirement, confirmation from client several times along with confirming KYCand taking opinion of field officer and departmental agent.Premium Amount where the Maximum Period yet to be paid

2017 2016 2015 2014 2013Single 179.12 43.68 5.04 2.14 0.1010 yrs~11 yrs 25.17 15.71 5.22 1.73 0.7912 yrs or more 104.04 57.70 43.56 38.05 16.66

Renewal premium 60.31 38.54 22.45 0.58 0.00

Group premium 38.88 39.84 160.11 108.66 -

Management Expenses

213

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Management expense includes staff salary, agency commission and administrative expense. The Company was allowed [Insurance Act 2010, Rule: 39] to incur management expenses of BDT 373.2 million, whereas the Company incurred BDT 197.9 million. So, excess management expense was -46.97% of the allowable management expense in 2017. However, it was a good indication that First year premium collection cost gradually deteriorated. Though trend of expense ratio revealed volatile this needed to be low.

Allowable Management Expense(BDT Mil) 2017 2016 2015 2014 2013Actual management expense 197.9 138.2 95.9 69.2 16.7 Allowable management expense 373.2 161.0 99.9 58.6 17.1Excess Expense * (175.3) (22.8) (4.0) 10.6 (0.4)Excess Expense (175.3) (22.8) (4.0) 10.6 (0.4)Excess Expense as % of allowable expense -46.97% -14.17% -4.04% 18.11% -2.40%* positive figures means actual expense exceeds allowable, negative figures means reverse.

Claim Settlement

The Company has separate claim settlement department to monitor and expedite the claim settlement. During 2017, death claims amounting BDT 5.2 million was lodged. Of the total death claims BDT 4.7 million was paid during 2017. The Company also repudiated claims of BDT 0.5 million. Therefore, outstanding claim at the end of year was nil. According the Management’s Claim settlement policy they settled every claim within 7 (Seven) days that is why SLIC have no claim outstanding since their commencement in 2013, the claim settlement ratio of the Company was 100% whereas claim paid to total claim was 91%. According to the management, claims were repudiated because of proper documentation lack or for violation of insurance clauses.

Death Claim Settlement (Individual)Particulars 2017 2016 2015

Amount Unit Amount Unit Amount UnitClaims Outstanding at the Beginning 0.0 0 0.0 0 0.0 0Claims Lodged during the Year 5.2 18 0.8 7 0.7 3Total Claims 5.2 18 0.8 7 0.7 3Claims Paid during the Year 4.7 16 0.5 5 0.7 3Claims Paid as % of Total Claims 91% 89% 68% 71% 100% 100%Claims Repudiated during the Year 0.5 2 0.3 2 0.0 0Claims Repudiated as % of Total Claims 9% 11% 32% 29% 0% 0%Claims Settled during the Year 5.2 18 0.8 7 0.7 3Claims Settled as % of Total Claims 100% 100% 100% 100% 100% 100%Claims Outstanding at the End 0.0 0 0.0 0 0.0 0

Capital Adequacy and Liquidity

Capital Adequacy and Liquidity 2017 2016 2015 2014 2013Required Paid up Capital 300.0 300.0 300.0 300.0 300.0Paid up Capital Maintained 180.0 180.0 180.0 180.0 180.0Liquid Asset/Life fund 113% 401% 220% 303% 1835%

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Paid up Capital of the Company stood at BDT 180.0 million, which was steady from the beginning though it needs to be enhancing to minimum BDT 300.0 million. The minimum regulatory paid up capital requirement for life insurance companies is now BDT 300.0 million. As of 31st December 2017, the shortfall of paid-up capital of SLIC was BDT 120.0 million. The Company has a plan to raise its paid up capital through public offering.

Composition of Core Assets [2017] Liquid Assets as % of Life Fund [2017]

Liquidity position of a company reflects its ability to meet the demands on its liabilities. 36% was in the form of most liquid asset (FDR & Cashexcluding paid up and statutory deposit) as against Life fund in 2017. Liquid assets to life fund of the Company decreased by 2.8 times in 2017 due to sharp increase of life fund same time.

Investment Profile

Investment Portfolio

Particulars Amount

Actual Investment

as % of required investment

Limit (%)

Investment in Government Securities 48.8 13.4% 30% (Min.)Other Investment: 315.0 86.6% 70% Ordinary Shares 17.6 4.8% - Deposits of all kinds other than current deposits in scheduled bank 271.6 74.7% 50% (Max)

Property Investment (Land) 1.0 0.3% 20% (Max) Other types of investment (policy loan) 0.0 0.0% - Others (Interest, Dividend, Rent accrued) 24.8 6.8% -

Re-insurance Utilization

SLIC has reinsurance agreement with SCOR Global Life SE, Singapore Branch from 2013. The retention limit is BDT 0.30 million.

END OF THE REPORT

Information used herein were obtained from sources believed to be accurate and reliable. However, WCRCL does not guarantee the accuracy, adequacy or completeness of any information and is not responsible for any errors or omissions or for the results obtained from the use of such information. The Rating Committee of WCRCL is the final

215

2014 2015 2016 20170%

50%100%150%200%250%300%350%400%450%

Liquid Asset/Life fund

Cash in hand3.1%

Fixed Assets0.1%

Current and STD accounts

10.2%Fixed Deposit21.5%

Treassry Bond3.3%

Col-lec-

tion in hand 61.7%

Prospectus of SLICL

authority to award a rating. The Rating Committee of WCRCL is comprised of external independent persons who are not members of the Board of the Company and they ensure the independence of rating. The rating is an opinion on credit quality or claim payment ability only and is not a recommendation to buy or sell any securities or to finance in a project. All rights of this report are reserved by WCRCL. The contents may be used by the news media and researchers with due acknowledgement.

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Annexure –I

Shareholding Position of Sonali Life Insurance Co. Ltd.Sl. No Name No of

Shares% of

ShareholdingStatutory Deposit Position

01 Mrs. Noor-E-Hafza 1,160,000 6.44% 966,667 Chairman02 Mrs. Fauzia Qumrun Tania 2,450,000 13.61% 2,041,667 Vice

Chairman

03K.M. Farookh(Nominee of Rupali Insurance Company Ltd.)

3,000,000 16.67% 2,500,000 Director

04 Mr.Sheikh Mohammed Danial 1,500,000 8.33% 1,250,000 Director

05 Mrs. Shafia Sobhan Chowdhury 1,930,000 10.72% 1,608,333 Director

06 Mrs. Kamrun Nahar 1,000,000 5.56% 833,333 Director07 Mrs. Maya Rani Roy 900,000 5.00% 750,000 Director08 Mr. Sheikh Omar Faruque 1,000,000 5.56% 833,333 Director09 Mr. Omar Khayum 1,000,000 5.56% 833,333 Director10 Mr. Ahmed Rajeeb Samdani 1,030,000 5.72% 858,333 Director11 Mrs. Hazera Hossain 1,030,000 5.72% 858,333 Director12 Mrs. Hoda Ali Selim 670,000 3.72% 558,333 Director13 Mrs. Nargish Mahmuda 1,000,000 5.56% 833,333 Director14 Ms.Phowzia Khan 330,000 1.83% 275,000 Director

Total18,000,00

0 100% 15,000,000

ManagementSL. No. Name Designation Experience

1 Noor-E-Hafza Chairperson 30 years2 Ajit Chandra Aich MANAGING DIRECTOR 32 years3 Mir Rashed Bin Aman Additional Managing Director & CFO 17 years4 Bikash Chandra Biswas GM, Underwriting DEPARTMENT 23 years5 Shah Abu Khair AGM, Finance & Accounts Division 13 years6 Md. Rafe-uz-zaman AGM, Administration & Board Secretariat 8 years7 Md. Golam Mostofa AGM, IT Division 13 years8 Rajesh Aich Senior Manager,Development Admin Division 18 years9 Polly Rani Sarker Manager, Policy Services Division 6 years

10 Sanjoy Chakraborty Manager ,Claim And Group Insurance 6 years

Human Resource :S.L.No. Department Name No. of Employee

1 Management Division 22 Reception 13 HR 14 Accounts & Finance 65 Development Admin 76 Underwriting 427 IT 18 Policy Services 69 General Service Division 75

10 Business Development Division 18

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11 Claim And Group Insurance 412 Training and Development 1

Total 164

RATING SCALES AND DEFINITIONS

LONGTERM CLAIM PAYMENT ABILITY RATING: LIFE INSURANCERATING DEFINITION

AAA

Triple ALife Insurance Companies rated AAA have highest financial security characteristics. AAA is the highest Insurer Financial Strength Rating.

AA1, AA2, AA3

Double ALife Insurance Companies rated AA have very high financial security characteristics, differing only slightly from those rated higher.

A1, A2, A3

Single A

Life Insurance Companies rated A have high financial security characteristics, but are somewhat more likely to be affected by adverse business conditions than Insurers with higher ratings.

BBB1, BBB2, BBB3

Triple B

Life Insurance Companies rated BBB have medium financial security characteristics and considered medium grade and as such may possess certain speculative characteristics, but are more likely to be affected by adverse business conditions than higher rated insurers.

BB1, BB2, BB3

Double B

Life Insurance Companies rated BB have speculative elements and subject to substantial risk of Claim Payment Ability. Adverse business conditions could lead to insufficient ability to meet financial commitments.

B1, B2, B3

Single B

Life Insurance Companies rated B is considered speculative and subject to high risk of Claim Payment Ability. Adverse business conditions could lead to insufficient ability to meet financial commitments.

CCC1, CCC2, CCC3

Triple CLife Insurance Companies rated CCC have poor standing regarding financial security characteristics and subject to very high risk of Claim Payment Ability.

CC

Double C

Life Insurance Companies rated CCC have poor standing regarding financial security characteristics and are likely not to meet some of their financial commitments.

C

Single CLife Insurance Companies rated C are the lowest rated class of CPA and typically in default with little prospect to meet financial commitments.

D Life Insurance Companies rated D are in default class of CPA and is technically or actually in bankruptcy.

*Note: WCRCL appends numerical modifiers 1, 2, and 3 to each generic rating classification from AA through CCC. The modifier 1 indicates that the obligation ranks in the higher end of its generic rating category; the modifier 2 indicates a mid-range ranking; and the modifier 3 indicates a ranking in the lower end of that generic rating category. WCRCL does not provide short term credit rating for life insurance companies.

The rating committee of CRAB is the final authority to award a rating. The rating committee of CRAB is comprised of external independent persons who are not members of the board of the company and they ensure the independence of rating. The

218

Prospectus of SLICL

credit ratings and financial reporting analysis observations, if any, constituting part of the information contained herein are, and must be construed solely as, statements of opinion and not statements of fact or recommendations to purchase, sell or hold any securities. Each rating or other opinion must be weighed solely as one factor in any investment decision made by or on behalf of any user of the information contained herein, and each such user must accordingly make its own study and evaluation of each security and of each issuer and guarantor of, and each provider of credit support for, each security that it may consider purchasing, holding or selling.

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CHAPTER XXVIII: PUBLIC ISSUE APPLICATION PROCEDURE

Step-1 (Applicant)

1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date), which shall be the 25th (twenty fifth) working day from the date of publication of abridged version of Prospectus.

2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the Applicant. At the same time:

a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service charge available in respective customer account maintained with the Stockbroker/Merchant Banker. No margin facility, advance or deferred payment is permissible for this purpose. In case the application is made through a margin account, the application money shall be deposited separately and the Stockbroker/Merchant Banker shall keep the amount segregated from the margin account, which shall be refundable to the applicant, if become unsuccessful.

b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the Issuer for an amount equivalent to the application money, with their application to the concerned Stockbroker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit a single draft against 02(two) applications made by him/her, i.e. one in his/her own name and the other jointly with another person. The draft (FDD) shall be issued by the Bank where the applicant maintains Foreign Currency account debiting the same account and provide the customer with a certificate mentioning the FC account number which has been debited to issue the FDD. The applicant shall also submit the certificate with their application. No banker shall issue more than two drafts from any Foreign Currency account for any public issue. At the same time, the applicant shall make the service charge available in respective customer account maintained with the Stockbroker/Merchant Banker.


3. The Stockbroker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public Issue Application Account”. The Stockbroker/Merchant Banker shall:

d) post the amount separately in the customer account (other than NRB and Foreign applicants), and upon availability of fund, block the amount equivalent to the application money;

e) accumulate all the application/buy instructions received up to the cut-off date, deposit the amount in the “Public Issue Application Account” maintained with its bank within the first banking hour of next working day of the cut-off date;

f) Instruct the banker to block the account for an amount equivalent to the aggregate application money and to issue a certificate in this regard

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Prospectus of SLICL

4. Banker of the Stockbroker/Merchant Banker shall block the account as requested for, issue a certificate confirming the same and handover it to the respective Stockbroker/Merchant Banker.

5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stockbroker/Merchant Banker shall preparea list containing the draft information against the respective applicant’s particulars.

6. The Stockbroker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID, Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-off date, send to the respective Exchange, the lists of applicants in electronic (text format with tilde ‘~’ separator) format, the certificate(s) issued by its banker, the drafts received from Non-resident Bangladeshi (NRB) and Foreign applicants and a copy of the list containing the draft information.

7. On the next working day, the Exchanges shall provide the Issuer with the information received from the Stockbroker/Merchant Bankers, the drafts submitted by Non-resident Bangladeshi (NRB) and Foreign applicants and the list containing the draft information. Exchanges shall verify and preserve the bankers’ certificates in their custody.

8. The application/buy instructions shall be preserved by the Stockbroker/Merchant Bankers up to 6 months from listing of the securities with exchange.

Step-3 (Issuer)

9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in electronic (text) format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are active or not.

10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing BO Account Number, Name, Addresses, Parents’ Name, Joint Account and Bank Account information along with the verification report.

11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare category wise consolidated lists of valid and invalid applications and submit report of final status of subscription to the Commission and the Exchanges within 10 (ten) working days from the date of receiving information from the Exchanges.

12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three) working days from the date of reporting to the Commission and the Exchanges, if do not receive any observation from the Commission or the Exchanges.

13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours and on the websites of the Commission and Exchanges within 12 (twelve) hours of lottery.

14. Within 02 (two) working days of conducting lottery, the Issuer shall:

e) send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde ‘~’ separator) format to the respective Exchange.

f) send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the Consent Letter issued by the Commission in electronic (text format with tilde ‘~’ separator) format to the Commission and Exchanges mentioning the penalty amount against each applicant.

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Prospectus of SLICL

g) issue allotment letters in the names of successful applicants in electronic format with digital signatures and send those to respective Exchangein electronic form.

h) send consolidated allotment data (BOID and number of securities) in electronic text format in a CDROM to CDBL to credit the allotted shares to the respective BO accounts.


15. On the next working day, Exchanges shall distribute the information and allotment letters to the Stockbroker/Merchant Bankers concerned in electronic format and instruct them to:

c) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective Escrow Account opened for subscription purpose, and unblock the amount of unsuccessful applicants;

d) send the penalty amount of other than NRB and Foreign applicants who are subject to penal provisions to the Issuer’s respective Escrow Accounts along with a list and unblock the balance application money;

16. On the next working day of receiving the documents from the Exchanges, the Stockbrokers/Merchant Banker shall request its banker to:

c) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;

d) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants (other than NRB and foreign) who are subject to penal provisions to the respective ‘Escrow’ accounts of the Issuer opened for subscription purpose.

17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuer’s ‘Escrow’ account.

18. Simultaneously, the stockbrokers/Merchant Bankers shall release the application money blocked in the customer accounts; inform the successful applicants about allotment of securities and the unsuccessful applicants about releasing their blocked amountsand send documents to the Exchange evidencing details of the remittances made to the respective ‘Escrow’ accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be placed as per their instructions. The Stockbroker/Merchant Banker shall be entitled to recover the withdrawal charges, if any, from the applicant who wants to withdraw the application money, up to an amount of Tk.5.00 (five) per withdrawal.

19. All drafts submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’ accounts and refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant banker or transfer to the applicant’s bank account (FC account which has been debited to apply by NRB or foreign applicants) through banking channel within 10 (ten) working days from the date of lottery.

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Miscellaneous: 20. The Issuer, Issue Manager(s), Stockbrokers and Merchant Bankers shall ensure compliance of the above.

21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of publication of abridged version of Prospectus.

22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred during the blocking period. Amount deposited by the applicants shall not be used by the Stockbrokers/Merchant Bankers for any purpose other than public issue application.

23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an amount of Tk.2,00,000.00 (taka two lac) for a public issue.

24. The Stockbroker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per application irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting application.

25. The Stockbroker/Merchant Banker shall provide the Issuer with a statement of the remittance and drafts sent.

26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.

27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with intimation to the Commission.

All eligible Stock Brokers and Merchant Bankers shall receive the IPO Subscription.

The IPO subscription money collected from successful applicants (other than NRB applicants) by the Stockbrokers / Merchant Bankers will be remitted to the Company's Account no. 0002130000807 with The South Bangla Agriculture and Commerce Bank Limited, Principal Branch, 47, Dilkusha, Motijheel, Dhaka- 1000, Bangladesh for this purpose. The IPO subscription money collected from successful NRB applicants in US Dollar or UK Pound Sterling or EURO shall be deposited to three FC accounts for the Company for IPO purpose as follows:

Sl. Name of the A/C Account No. Type ofA/c Currency Bank & Branch

1. Sonali Life Insurance Company Ltd.

0002140000066FC A/C

USD South Bangla Agriculture and Commerce Bank Limited2. 0002141000019 EURO

3. 0002142000017 GBP

Application Form

223

পঁুজি�বা�ারে জিবজিরে�াগ ঝঁুজি�পূর্ণ� জে�রে ও বুরেঝ জিবজিরে�াগ �রু

Prospectus of SLICL

Interested persons are entitled to a Prospectus, if they desire, and that copies of Prospectus may be obtained from the issuer and the issue manager

Sonali Life Insurance Company Limited

APPLICATION FOR PUBLIC ISSUE

Date :

Name of applicant :

Client Code :

BO ID No. :

Category of applicant :

Name of the Company/Fund :

Number of Shares/Units :

Total amount :

Amount in word :

Mode of payment :

Cheque/Draft information :

________________________________Signature ofApplicant(s)

_________________________Signature of

Authorized Officer

CHAPTER XXIX: OTHERS

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Prospectus of SLICL

225