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PABX: +8802-58817491-6E-mail : [email protected] Line : +88-01713370245

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2020

www.cilbd.com

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Continental Insurance Limited

2 ANNUAL REPORT 2020

All shareholders,Bangladesh Securities and Exchange Commission (BSEC)

Insurance Development and Regulatory Authority (IDRA)

Register of Joint Stock Companies & Firms (RJSC)

Dhaka Stock Exchange Limited (DSE)

Chittagong Stock Exchange Limited (CSE)

Central Depository Bangladesh Limited (CDBL)

Dear Sir (s):

ANNUAL REPORT FOR THE YEAR ENDED DECEMBER 31, 2020

Enclosed please find a copy of the Annual Report together with the Audited Financial Statements including Statement of Financial Position as at December 31, 2020 and Statement of Comprehensive Income. Statements of Cash Flows for the year ended December 31, 2020 along with notes thereon of Continental Insurance Limited for kind information and record.

Best regards,Yours sincerely,

Ataur RahmanCompany Secretary

LETTER OF TRANSMITTAL


TABLE OF CONTENTS

3 Key Information4 Our Vision And Mission5 Corporate Profile6 Notice Of The 21st Annual General Meeting8 Board of Directors10 Composition of Board & It’s Committees12 Departmental Heads of Head Office13 From The Desk Of The Chairman14 From The Desk Of The Vice-Chairman15 Chief Executive Officer’s Message16 Credit Rating & BAPLC Certificate17 Policy of Dividend Distribution 18 Products And Services20 Financial Highlights22 Directors’ Report33 Certificate of Corporate Governance34 Compliance Report On Bsec Notification45 Statement Of CEO And CFO46 Pattern of Shareholdings47 Audit Committee Report48 Information About Corporate Governance55 List Of Branches62 Value Added Statement63 Audit Report & Financial Statement


KEY INFORMATION

This is a third generation non-life Insurance Company, incorporated as a public limited company in Bangladesh in the year 1999 under the companies Act, 1913 (at present 1994). The Company complies with Insurance Act, 2010 and directives as received time to time from Insurance Development and Regulatory Authority (IDRA)

The Company is listed with Dhaka Stock Exchange and Chittagong Stock Exchange under “A” category issue as a Public Limited Company. The Company carries its insurance activities through forty eight branches spread across the country.

Registered Name of the Company Continental Insurance Limited

Chief Executive Officer (CEO) Hasan Tarek

Company Secretary Ataur Rahman

Chief Financial Officer M.A. Malek

Nature of business Non-Life Insurance

Company Registration Number C-39226 (1184)/99

Tax Identification Number (TIN) 136901864423

VAT Registration Number 19101002625

Auditors G.Kibria & Co. Chartered Accounts

Principal Bankers NCC Bank Limited

Bank Asia Limited

Islami Bank Bangladesh Limited

Registered Office Ideal Trade Centre (7th Floor), 102 Shahid Tajuddin Ahmed Sarani, Tejgaon, Dhaka-1208

Head Office Advanced Noorani Tower (13th Floor), 1 Mohakhali C/A, Dhaka-1212.

Contacts PABX: +8802-58817491-6

Web Address www.cilbd.com

E-mail [email protected]

Hot Line +88-01713370245


OUR VISION AND MISSION

Create reliability, dependability and sound image of Continental Insurance among the insured

Set a Standard in Professionalism and customer service

Contribute to national growth both in depth and dimension

Expand our marketing network all over the country nearer to the customers for their convenience

Expand its wing beyond national boundaries of Continental Insurance Limited

VISION

MISSION

Be a market leader in insurance sector;

Provide prompt and personalized customer service;

Introduce new insurance products for the benefit of society and the country;

Maximizing shareholder’s value through financial performance and returns;

Developing rewarding employees to effectively manage client relationship;

Add value to the national economy as well as participate in social development;

Be a happy “Continental family”


HEAD OFFICE

Advanced Noorani Tower (13th Floor) 1 Mohakhali C/A, Dhaka-1212

Corporate Website : www.cilbd.com

Date of Incorporation : 12th December 1999, IPO-2007

Number of Branches : 37

Number of Sponsor Shareholders : 9

Authorised Capital : Tk. 600.00 million

Paid up Capital : TK. 400.00 million

Auditor : G. Kibria & Co. Chartered Accountants

CORPORATE PROFILE

Create reliability, dependability and sound image of Continental Insurance among the insured

Set a Standard in Professionalism and customer service

Contribute to national growth both in depth and dimension

Expand our marketing network all over the country nearer to the customers for their convenience

Expand its wing beyond national boundaries of Continental Insurance Limited

VISION

MISSION

Be a market leader in insurance sector;

Provide prompt and personalized customer service;

Introduce new insurance products for the benefit of society and the country;

Maximizing shareholder’s value through financial performance and returns;

Developing rewarding employees to effectively manage client relationship;

Add value to the national economy as well as participate in social development;

Be a happy “Continental family”


Notice is hereby given that the 21st Annual General Meeting of Continental Insurance

Limited will be held virtually by using digital platform through the following link:

http://continins21.digitalagmbd.net on Tuesday, 15th June 2021 at 11.00am (Dhaka

Time) to transact the following business:

1. To receive, consider and adopt the Audited Financial Statements for the year ended December 31, 2020 together with

Directors and Auditors Report thereon;

2. To declare dividend for the year ended December 31, 2020 as recommended by the Board of Directors;

3. To elect/re-elect Directors/Appointments of Independent Directors;

4. To appoint Auditors for the term until the next Annual General Meeting and fix their remuneration;

5. To appoint Compliance Auditor Firm and to fix their remuneration;

All Shareholders of the Company are requested to kindly attend the Meeting accordingly,

Dated, Dhaka: By Order of the Board19th May, 2021 Sd/- (Ataur Rahman) Company Secretary

Notes:1. 20th May 2021 was scheduled as Record Date. The shareholders whose names appear in the Register of members on the record date

will be eligible to attend the Meeting and vote thereat and qualify for dividend.

2. Pursuant to the Bangladesh Securities & Exchange Commission’s Order No. SEC/SRMIC/94-231/91 dated 31 March 2021, the AGM will be virtual meeting of the Members, which be conducted via live webcast by using digital platform.

3. The member will be able to submit their question/comments and vote electronically 24 hours before commencement of the AGM and during the AGM. For logging intro the system, the members need to put their 16 digit Beneficial Owner (BO) ID number and other credential as proof of their identity by visiting the link: http://continins21.digitalagmbd.net and the link also sent/be sent to the email addresses of the respective shareholders.

4. The detailed procedures to participate in the virtual meeting and Frequently Asked Questions (FAQs) have been published in the Company’s website at www.cilbd.com

5. We encourage the members to log into the system prior to the meeting start time of 11.00am (Dhaka time). Please contact +8801713370245 for technical difficulties in accessing the virtual meeting.

6. A member entitled to attend and vote at the Annual General Meeting may appoint a proxy to attend the meeting and vote thereat on his/her behalf. The Proxy Form duly completed, must be affixed with a revenue stamps of BDT 20/- and deposited at registered office not later than 48 hours before the time of holding the meeting.

7. Pursuant to the Bangladesh Securities & Exchange Commission (BSEC) Notification No. BSEC/CMRRCD/2006-158/208/Admin/81 dated 20 June 2018, the soft copy of the Annual Report- 2020 is being sent to the email addresses of the members available in their Beneficiary Owner accounts maintained with Depository. The Members are requested to update their respective email address, mobile number & BO IDs with 12-Digit Taxpayer’s Identification Number (e-TIN) and address through their Depository Participant (DP). The soft copyof the Annual Report will also be available on the Company’s website at www.cilbd.com

NOTICE OF THE 21ST ANNUAL GENERAL MEETING


20TH AGM PICTURE HIGHLIGHTS


Chairman

A.K.M. Azizur Rahman

Vice-Chairman

Imtiaz Bin Musa

Directors

Bulbul Joynab AktherDolly IqbalK.M. AlamgirSyed Adeeb Ashfaq UddinHasina IqbalSaira YasinTehsin RashidAbrar Rahman KhanSyed Sakib NaimuddinIshnad IqbalSalman Habib

Independent Directors

Nusrat HafizBri. Gen. Md. Abdul Halim (Retd.)

Chief Executive Officer

Hasan Tarek

BOARD OF DIRECTORS

A.K.M. AZIZUR RAHMANChairman

IMTIAZ BIN MUSAVice-Chairman

BULBUL JOYNAB AKTHERDirector

K. M. ALAMGIRDirector

DOLLY IQBALDirector


TEHSIN RASHIDDirector

HASINA IQBAL Director

SYED ADEEB ASHFAQ UDDIN Director

SAIRA YASIN Director

ABRAR RAHMAN KHANDirector

SYED SAKIB NAIMUDDINDirector

ISHNAD IQBALDirector

SALMAN HABIBDirector

NUSRAT HAFIZIndependent Director

Bri. Gen. Md. Abdul Halim (Retd.)Independent Director

HASAN TAREKChief Executive Officer


COMPOSITION OF BOARD & ITS COMMITTEES

EXECUTIVE COMMITTEE

Chairman Mr. Syed Adeeb Ashfaq Uddin

MembersMr. Imtiaz Bin MusaMrs. Bulbul Joynab AktherMs. Dolly IqbalMr. K.M. AlamgirMs. Saira YasinMs. Hasina IqbalMr. Hasan Tarek

AUDIT COMMITTEE

Chairperson Ms. Nusrat Hafiz

MembersMr. Tehsin Rashid Mr. Abrar Rahman KhanMr. Ishnad IqbalMr. Syed Sakib NaimuddinMr. Salman HabibBrig. Gen. Md. Abdul Halim (Retd.)Mr. Hasan Tarek

NOMINATION AND REMUNERATION

COMMITTEE

Chairperson Ms. Nusrat Hafiz

Members Mr. A.K.M. Azizur RahmanMr. K.M. AlamgirMr. Ataur Rahman


DEPARTMENTAL HEADS OF HEAD OFFICE

ATAUR RAHMANCompany Secretary& Head of Administration

DIPAK KUMER DASExecutive Vice President &Head of Reinsurance, Aviation Ins. &

Specialized Underwriting Department

MUHAMMAD GOFOUR MIAVice President &Head of Establishment Department

MOHAMMED IQBAL MUZUMDERExecutive Director &Head of Claims Department

MD. ABDUL MALEKChief Financial Officer &Executive Vice President

BAKTIER HAYDERVice President &Head of Branch Control Department

MD. HASINUR RAHMANSenior Assistant Vice President & Head of Information Technology Department

MD. SHAHADAT HOSSAINAssistant Vice PresidentInternal Audit Department

MD. MOTAHAR HOSSAINVice President &Head of Investment Department


YEARLY BRANCH MANGERES’ CONFERENCE


FROM THE DESK OF THE CHAIRMAN

Dear Shareholders, Assalamu Alaikum

It is with great pleasure that I welcome you all to this 21st Annual General Meeting of Continental Insurance Limited. Today, we are presenting the

Company’s Accounts for the year 2020 thus having completed 22 years of successful operations. On behalf of Board of Directors and myself, I would like to express my sincere thanks and profound appreciation to you for your continuing interest in and support for your Company. It is your kind patronage and continued support that have always resulted in sustainable development and progress of the Company. Now it is my pleasure to present before you a short report about the performance of the Company in 2020.

In spite of the adverse economic situations in 2020, the Company was able to underwrite moderate amount of business due to earnest enthusiasm and relentless effort by all of our employees, support from the respected clients and the shareholders and above all, the valuable inputs and monitoring of the Board. We earned gross premium and net premium income of Tk.569.66 million and Tk.321.48 million respectively during the year 2020. Underwriting profit stood at Tk.92.87 million in 2020 which was Tk. 52.28 million of 2019. Total assets of the Company stood at Tk.114.51 million as on December 31, 2020. The Company settled claims amounting to Tk.66.87 million during 2020 which was Tk.239.91 million in 2019. After making provision of reserve for exceptional losses, share fluctuation fund, deferred tax and taxation, the Board of Directors could recommend 6% Cash and 4% stock dividend. I believe, the business of the company will continue to be increased in the years to come.

Continental Insurance Limited is always concerned about protecting the interest of all its business partner clients and stakeholders. I am convinced that with the strength of our strong management team, the dedicated and hardworking employees, our well-built IT & online support, customer service and with the support of our clients and stakeholders, we will continue on our course towards sustainable and

profitable growth. With our impressive track record, we are committed to long-term financial performance in strict compliance to regulatory requirements. We are very much confident that the Company is poised to take challenges of the future.

Dear Shareholders, you will be happy to note that Continental Insurance ltd. has been rated by the Alpha Credit Rating Limited as Grade “AA” Company.

Dear Shareholders,despite the stiff competition and challenging conditions in insurance industries in Bangladesh, Continental Insurance continued to perform strongly. In doing so, we made substantial progress towards creating a strong and stable Company. We want to serve our clients even better in future by focusing on their needs and offering products and services that address those needs. We expect to be successful and deliver benefit to our shareholders and to our stakeholders at large.

I take the opportunity to express my gratitude to you all, valued clients, Office of the Insurance Development & Regulatory Authority (IDRA), Ministries of Commerce and Finance, Shadharan Bima Corporation, Bangladesh Bank, all Government & Private Commercial Banks, Registrar of Joint Stock Companies & Firms, Dhaka Stock Exchange, Chittagong Stock Exchange, Bangladesh Insurance Association and all Govt. & Semi Govt. institutions as well as our patrons and well-wishers for the co-operation that I have received from them. I also thank all of our employees for their contribution to the development of the Company.

I hope, your co-operation and patronization will continued with us in coming days.

May Almighty Allah in His infinite mercy guide us for our continuous growth, prosperity and wellbeing in the days ahead. Ameen !

Allah HafizWith warm Regards

(A.K.M.Azizur Rahman)Chairman


Assalamu AlaikumIt gives me immense pleasure to welcome you all

at the 21st Annual General Meeting of Continental Insurance Limited

On behalf of the Board of Directors, I would like to express my sincere thanks and profound appreciation to you and for your support to the Company.

With sound Corporate Governance, Management Efficiency, Accountability and Transparency the Continental Insurance Limited is moving ahead. I strongly believe the gains so far we have achieved during the preceding years will surely contribute for better positioning of the Company in the future.

FROM THE DESK OF THE VICE-CHAIRMAN

We are still striving to bettered our profit and turnover in spite of highly competitive and facing adverse challenges. The financial details in the report of the Chairman on behalf of the Board of Directors depict the overall performance of the Company.

Before I conclude, I would like to extend my sincere gratitude to all my colleagues in the Board of Directors for their overall support and co-operation as always. I would also like to thank Regulatory authorities, valued clients, the Shareholders for their continuous help and co-operation in taking our Company’s ahead. Last but not least would like to convey my heartfelt thanks to all the employee of Continental Insurance Ltd. for their outstanding contribution.

May Allah bestow on us his infinite mercy and guide us in all our efforts for the continuous growth, prosperity and well-being in the coming days.

Imtiaz Bin MusaVice-Chairman


Assalamu Alaikum It is my immense pleasure to welcome you to the 21st Annual

General Meeting of Continental Insurance Limited. I would like to convey my warm appreciation to all of you for your lively support and assistance.

We at CIL take pride in serving you as a company specializing in commercial insurance coverage’s. Since inception in 1999 till date we are leaders in commercial Insurance, CIL has continued to emphasize quality products and services at the best rate. Our dedication, strength, stability, and performance reflected in our “AA” rating.

Insurance is an important element of any sound financial plan. Different kinds of insurance help protect you and your wealth in different ways against the cost of accidents, illness, disability, and death.

Many business owners feel business insurance is an expense they cannot afford, or is a luxury for more established businesses. Although it is true business insurance can be expensive, it is an expense every business, regardless of the industry, size or length of time in existence, needs to include in its budget.

Business insurance is not a luxury; it’s a necessity. Business insurance protects a business from closing due to a catastrophic loss. Fires, floods, hurricanes and tornadoes have been the end of many businesses in Bangladesh, as elsewhere. When a company carries insurance against these types of losses, closure and loss are only temporary

instead of permanent. Companies always consider business interruption insurance, a rider on their business insurance policy, to ensure continued cash flow for the duration of a closure due to a natural disaster.

But we still continue refining our risk management processes through investing time & resources to analyze and minimize the risks as a Company and firmly believe that insurers must be seen as the assuring policyholders & professional risk manager for the clients who shall meet out the claims with urgency and efficiency when misfortunes strikes.

Finally, I would like to express my sincere gratitude to the Hon’ble Chairperson, all members of the board, shareholders, stakeholders for helping us to make 2020 a success and I am looking forward to receiving their support and co-operation in the coming days. We are also grateful to our beloved branch in charges and all employees for their dedicated hard work to achieve our corporate mission and vision. My sincere appreciation to all valued customers/clients for their best support during the year and looking forward to receive the same in the coming days.

We are also grateful to all regulatory authorities for their continuous support and guidance.

May Almighty Allah and His mercy guide us for prosperity.

Hasan TarekChief Executive Officer

REVIEW OF THE CHIEF EXECUTIVE OFFICER


CREDIT RATING & BAPLC Certificate


POLICY OF DIVIDEND DISTRIBUTION

This policy will be applicable to Continental Insurance Limited (“The Company”). This policy is for the declaration and payment of dividend to shareholders of the company and it will be

confirmed by the respective Board of Directors.

Declaration

Dividend shall be declared or paid out of

I. Current Year’s profit

a) After providing for depreciation and Tax in accordance with law.

b) After transferring to the reserves such amount of Profit as may be prescribed, or

II. The Profits for any previous financial year(s)

a) After providing for depreciation in accordance with law, and

b) Remaining undistributed.

c) If the current year’s profit is not adequate then the company may declare dividend out of accumulated distributable from previous year or

III. Out of i) & ii) both

Board should avoid the practice of payment of dividend from borrowings except for meeting timing difference between payments of dividend and generating positive cash flows provided there is sufficient profit generated. Wide variation in rate of dividend should be avoided.

Dividend Equalization Reserve

A dividend equalization reserve may be created by appropriating a portion of the distributable profit from time to time to enable the company to maintain consistency in distribution of dividend from year to year. In cases where there is inadequacy for current profit for payment of desired dividend amount then it may be transferred from this account to distributable profit to maintain consistency in dividend distribution.

Factors to be considered before declaration of Dividend

The Company strive to distribute the best possible consolidated Profit after Tax (PAT) as dividend. However, since the company is in the initial stage of growth trajectory substantial Capital including internal accruals is required to be reinvested. Therefore, Board for next 3 years would exercise discretion in declaring the dividend based upon the requirement of capital for its portfolio business.

The amounts paid as dividends in the past will not be necessarily indicative of the dividend amounts, if any that may be payable in future. The form, frequency and amount of future dividends shall be at the discretion of our Board and subject to the approval of our shareholders and will depend on various factors including but not limited to:

1. Revenues;

2. Cash Flows;

3. Financial Condition (including capital position);

4. Capital requirements;

5. Profit earned during the financial year;

6. Liquidity;

7. Future expansion plans;

8. Applicable taxes on dividend in hands of recipients including dividend distribution tax, where applicable;

9. Retained earnings vs. expected return from the business;

10. Adequate cash utilization opportunities.

Timing of Dividend

1. Interim dividends as and when decided by Board will be declared after considering the interim P&L Account and Balance Sheet statement for the period for which interim dividends are declared. Interim P&L Account and Balance Sheet Statement will be prepared considering the profit, depreciation for the full year, taxation including the deferred tax and any anticipated losses for the year.

2. Final dividends as and when declared at the AGM of the shareholders will be based on the recommendations by Board based on review of audited financial statements of the year.


OUR PRODUCTS & SERVICES

FIRE INSURANCE

MARINE CARGO INSURANCE

MARINE HULL INSURANCE

ENGINEERING INSURANCE

MOTOR INSURANCE

MISCELLANEOUS INSURANCE

FIREEXTINGUISHER

Fire Insurance (Including Allied Perils)Industrial All Risk (IAR) InsuranceProperty Damage All Risks (PDAR)

Marine Cargo Insurance transit by steamer or Powered VesselMarine Cargo Insurance transit by Rail/Lorry/TruckMarine Cargo Insurance transit by Inland Rail or RoadMarine Cargo Insurance transit by Inland Cargoes (Water Borne)Marine Cargo Insurance transit by Air Cargo

Total Loss only (TLO)Institute and Inland Time Clauses Hull (ITC)

Machinery Insurance (Machinery Breakdown) Deterioration of Stock (DOS)Boiler and Pressure Vessel (BPV)Electronic Equipment Insurance (EEI)Erection’s All Risks (EAR)Contractor's All Risks (CAR)Work Plant (WP)Contractors Plant & MachineryHotel Owner All Risks (HOAR)Aviation Insurance

Motor Insurance for Private VehicleMotor Insurance for Commercial VehicleMotor Insurance for Miscellaneous VehicleMotor Insurance for Motor Cycle

Burglary and House Breaking InsuranceCash In Safe InsuranceCash On Counter InsuranceCash In Transit InsuranceCash In Premises InsuranceFidelity Guarantee InsuranceAll Risks InsurancePersonal Accident InsurancePersonal Accident Insurance (Air Travel)

The People’s Personal Accident InsuranceWorkmen’s Compensation InsuranceEmployer’s LiabilityCommercial General LiabilityThird Party LiabilityPublic LiabilityComprehensive General LiabilityProduct LiabilityBusiness Interruption

Overseas Mediclaim and Holiday InsuranceMoney Insurance


FIRE INSURANCE

MARINE CARGO INSURANCE

MARINE HULL INSURANCE

ENGINEERING INSURANCE

MOTOR INSURANCE

MISCELLANEOUS INSURANCE

FIREEXTINGUISHER

Fire Insurance (Including Allied Perils)Industrial All Risk (IAR) InsuranceProperty Damage All Risks (PDAR)

Marine Cargo Insurance transit by steamer or Powered VesselMarine Cargo Insurance transit by Rail/Lorry/TruckMarine Cargo Insurance transit by Inland Rail or RoadMarine Cargo Insurance transit by Inland Cargoes (Water Borne)Marine Cargo Insurance transit by Air Cargo

Total Loss only (TLO)Institute and Inland Time Clauses Hull (ITC)

Machinery Insurance (Machinery Breakdown) Deterioration of Stock (DOS)Boiler and Pressure Vessel (BPV)Electronic Equipment Insurance (EEI)Erection’s All Risks (EAR)Contractor's All Risks (CAR)Work Plant (WP)Contractors Plant & MachineryHotel Owner All Risks (HOAR)Aviation Insurance

Motor Insurance for Private VehicleMotor Insurance for Commercial VehicleMotor Insurance for Miscellaneous VehicleMotor Insurance for Motor Cycle

Burglary and House Breaking InsuranceCash In Safe InsuranceCash On Counter InsuranceCash In Transit InsuranceCash In Premises InsuranceFidelity Guarantee InsuranceAll Risks InsurancePersonal Accident InsurancePersonal Accident Insurance (Air Travel)

The People’s Personal Accident InsuranceWorkmen’s Compensation InsuranceEmployer’s LiabilityCommercial General LiabilityThird Party LiabilityPublic LiabilityComprehensive General LiabilityProduct LiabilityBusiness Interruption

Overseas Mediclaim and Holiday InsuranceMoney Insurance


Figure in Lac Taka

Particulars 2020 2019 2018 2017 2016

Financial Performance

Gross Premium 5696.60 5241.41 6178.61 5905.66 5325.51

Net Premium 3214.86 2477.24 3223.95 2991.93 2415.93

Gross Claim Paid 668.79 2399.14 726.87 450.06 402.29

Net Claim 319.20 932.03 419.42 272.97 274.39

Management Expenses (R) 1364.25 1310.43 1523.06 1657.91 1691.95

Commission 778.11 671.21 802.38 780.24 724.61

Underwriting Profit 928.74 522.80 988.44 980.64 1023.50

Investment & FDR Income 244.01 751.34 283.43 321.73 259.86

Net Profit Before Tax 817.99 885.06 876.29 823.16 755.08

Net Profit After Tax 590.76 739.25 668.54 634.53 571.21

Share Capital & Reserve

Paid-up Capital 4000.51 3810.01 3628.58 3455.79 3291.28

Share premium 453.75 453.75 453.75 453.75 453.75

Total Reserve 4793.85 4209.85 4315.48 3881.60 3359.04

Shareholder’s Equity 9248.11 8473.61 8397.81 7791.14 7104.07

Assets

Cash. FDR and Bank Balances 4812.43 4555.23 4778.37 4434.69 4217.52

Total Assets 11451.44 10983.68 11227.11 10831.51 10232.39

Ratios

Dividend in Percent6% Cash

4% Stock

5% Cash

5% Stock

5% Cash

5% Stock

5% Cash

5% Stock

5% Cash

5% Stock

EPS Restated 1.29 1.75 1.55 1.49 1.44

FINANCIAL HIGHLIGHTS


GRAPHICAL PRESENTATION

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Cash. FDR and Bank Balances Total Assets


Bismillahir Rahmanir Rahim,

Distinguished ShareholdersAssalamu Alaikum,

On be half of the Board of Directors of Continental Insurance Limited I have great pleasure to

welcome you to the 21st Annual General Meeting (AGM) of the Company. At the outset I would like to express my heartfelt gratitude for your continuous support, co-operation and trust reposed on us. I am now happy to place before you the Directors’ Report along with Audited Financial Statements and the Auditors’ Report for the year ended December 31, 2020 for your review and approval.

Global Economic Outlook

The global economy is climbing out from the depths to which it had plummeted during the Great Lockdown in April. But with the COVID-19 pandemic continuing to spread, many countries have slowed reopening and some are reinstating partial lockdowns to protect susceptible populations. While recovery in China has been faster than expected, the global economy’s long ascent back to pre-pandemic levels of activity remains prone to setbacks.

Global growth is projected at –4.9 percent in 2020, 1.9 percentage points below the April 2020 World Economic Outlook (WEO) forecast. The COVID-19 pandemic has had a more negative impact on activity in the first half of 2020 than anticipated, and the recovery is projected to be more gradual than previously forecast. In 2021 global growth is projected at 5.4 percent. Overall, this would leave 2021 GDP some 6½ percentage points lower than in the pre-COVID-19 projections of January 2020. The adverse impact on low-income households is particularly acute, imperiling the significant progress made in reducing extreme poverty in the world since the 1990s.

According to International Monetary Fund (IMF), Globalgrowth is projected to rise from an estimated -3.5%percent in 2020 to 5.5 percent in 2021 and 4.2 percentfor 2022. The progress to get back to pre-pandemic levelof Global economy is slow though recovery of China hasbeen faster than expected.

Bangladesh Economic Outlook

Growth plunged to an over 10-year low in FY 2020 (July 2019–June 2020), amid unprecedented contractions in merchandise exports, industrial production and remittances due to Covid-19 in Q4. Turning to FY 2021, economic conditions seem to have been gradually improving after the easing of restrictions in May, supported by expansionary fiscal and monetary policies. Merchandise exports rebounded in Q1 2021 (July–September) as the easing of lockdown measures globally boosted demand for clothing. Moreover, remittances—a key source for consumer spending—soared 48.5% in the same period. In turn, the spike in remittances and lower trade deficit led to a marked improvement in the current account balance in Q1 2021. That said, although authorities ruled out strict lockdown restrictions at home, the recent surge in Covid-19 infections globally could reduce foreign demand, boding ill for the economic recovery.

According to Asian Development Bank (ADB), Bangladesh’s GDP growth is expected to be 5.2% in 2020 and 6.8% in 2021. GDP growth stood at 8.2% in 2019.

Bangladesh Economic Growth

Growth is expected to regain momentum this fiscal year (July 2020–June 2021) as the external sector strengthens, while supportive fiscal and monetary stimulus measures bolster domestic demand. That said, uncertainty over the course of pandemic, the country’s poor health infrastructure and a fragile global economy cloud the outlook. FocusEconomics panelists project GDP to expand 5.9% in FY 2021, which is down 0.8 percentage points from last month’s forecast, and 7.1% in FY 2022.

Financial Results of Private Non Life Insurance Companies

According to Bangladesh Insurance Association, the total premium income of non-life private insurance companies increased from Tk. 30,346.94million in 2018 to Tk. 34,113.97 million in 2019 indexing a positive growth rate of 10%. The growth rate of premium of non-life Insurance companies increased in 2019 at from 10% in 2018. The total asset of non-life insurance companies was Tk. 85,454.36 million in 2019 whereas it was Tk. 79,773.66million in 2018. The investment of non-life insurance companies stood at Tk. 39,589.99 million in 2019 whereas Tk. 38036.29million in 2018. An unhealthy competition, however continued to affect the Bangladesh insurance sector, relatively a small market overburdened with a large number of insurance companies. Experts believe that the Bangladesh insurance market size can accommodate only 10 to 12 private

DIRECTORS’ REPORTfor the year ended December 31, 2020


companies, but now as many as 46 private companies remain operative in the market. As a result, higher business acquisition cost and other expenses including operating expenses have cast a negative impact on the Insurance industry, as a whole.

Business Performance

Now I take the opportunity to present before you the Accounts and Auditor’s Report and Report of the Board of Directors of the Company for the year ended December 31, 2020 as follows:

The gross premium income of the Company for the year 2020 was Tk. 56.96 crore which was Tk. 52.41 crore in the year 2019. The premium income increased 8.70% compared to that of previous year. The net premium income of the year under review was Tk. 32.14 crore which was Tk. 24.77crore in the previous year 2019. In Bank and other financial institutions we have invested Tk. 39.60 crore as FDR, Tk.2.50 crore as Govt. Bond and in share Tk. 3.78 crore as on December 31, 2020. Total assets in the year 2020 stood at Tk. 114.51 crore from Tk. 109.83 crore in 2019.

Branches

The Company is now operating its business through 37 Branches spread all over the country. All Branches have been manned by well trained and highly experienced personnel. Most of the Branch Incharges have successful insurance careers with proven track records.

Financial Highlights

The financial attainments of your Company during the year 2020 compared to the year 2019 were highlighted below:

Continental Insurance LimitedFor the year ended December 31, 2020

SL Particulars 2020 2019

1 Gross Premium 569,660,438 524,141,174

2 Net Premium 321,486,454 247,724,949

3 Net Claim Paid 31,920,299 93,203,177

4 Commission 77,811,025 67,121,117

5 Management Expenses (R) 136,425,370 131,043,954

6 Net Revenue Surplus 92,874,052 52,280,964

7Interest Investment & Other income

24,401,953 75,134,051

8 Management Expenses(P/L) 35,476,655 38,908,245

SL Particulars 2020 2019

9 Gross Profit 81,799,350 88,506,7769

10 Previous year’s balance 1,821,471 6,306,769

11 Reserve for exceptional loss 18,000,000 10,000,000

12 Provision for Taxation 23,580,335 13,512,773

13 Deferred Tax (857,644) 1,068,860

14Net Profit available for distribution

42,898,131 39,921,573

15 EPS (Restated) 1.29 1.75

16 Proposed Dividend6% (cash)

4% (stock)5% (cash)

5% (stock)

17 Net Asset Value (NAV) 793,845,551 747,904,740

18Net Asset Value per share (Restated)

19.84 18.70

19Net Operating Cash Flow per share (NOCFPS) (Restated)

1.16 (1.19)

Class Wise Premium Income 2020

Taka in Lac

ClassGross Portfolio Net Portfolio

2020 2019 2020 2019

Fire 2191.87 2328.95 835.57 901.75

Marine Cargo 2276.52 1651.64 1580.57 903.26

Marine Hull 189.16 145.95 39.52 6.10

Motor 596.74 568.14 581.86 544.36

Misc. 442.28 546.73 177.32 121.76

Total 5696.60 5241.41 3214.86 2477.25

Fire Marine CargoMarine Hull MotoMisc.

39%

40%

3%

10%

8%


Claim

The Company settled gross claim to the tune of Tk. 6.68 crore (net claim being Tk. 3.19 crore after recovery from the reinsurers) during the year 2020. This Company always used to attach due importance on quick settlement of claim of the valued clients.

Reinsurance arrangement

CIL carried the reinsurance business mainly with state-owned Sadharan Birna Corporation (SBC) underclass-wise treaties which backed the company in respect of risk management. The company is capable ofwriting insurance business of any dimension since the reinsurance treaties are designed in such a way sothat it can comfortably absorb high-valued project under reinsurance treaties and facultative method with SBC. In reinsurance business, CIL exercises surplus treaty, excess of loss treaty and facultative method.

Risk and Concerns

As an entity engaged exclusively in the business of insurance, Continental obviously has to face risks of diverse nature. No doubt, a good number of which are peculiar to the Insurance industry. It also has to counter the concerns arising out of the adverse developments in the industry and economic arena. These factors can be summarized as follows: strategic risks, underwriting risks, reinsurance risks, reserving risks, investment risks, liquidity risks and socio-politico-economic risks. The Company monitors such risks from time to time, continues to keep abreast of relevant developments and take corrective and/or preventive measures as and when necessary to protect its interests to the fullest extent.

Risk Management

Risk management ensures an integrated, pre-emptive approach to managing current and emerging threat.

Related Party Transactions

The Company, in normal course of business, carried out a number of transactions with other entities that fall within the definition of related party contained in IAS-24: Related Party Disclosures. All transactions involving relating parties arising in normal course of business are conducted on an arm’s length basis at commercial rates on the same terms and conditions as applicable to the third parties. Details of the related party disclosures are provided below:

Name of the related Parties

Rela-tionship nature

Nature of Transac-tion

Premium Out-stand-ing

Claim

Anika International Director Insurance Business

1,234,610 560,000

Khansons Textile Ltd Director Insurance Business

68,050

Khansons Holdings Ltd Director Insurance Business

96,000

Khansons Lines Ltd Director Insurance Business

57,037

Promozen Shipping Lines

Director Insurance Business

2,817,068 235,000

Bahadurpur Shipping Lines


1,403,124

Lira Polymer Indus-tries Ltd


2,925,990

Lira Industrial Enter-prise Ltd


7,209,739 101,800

Lira Doors Ltd Insurance Business

2,560,404 109,500

Total Taka. 18,372,022 - 1,006,300

Disclosure Extra-Ordinary Gain or Loss

There was no extra-ordinary gain orextra-ordinary loss during the year 2020.

Disclosure on Remuneration of Directors

The Directors including Independent Directors are given only Meeting Attendance fee of BDT 8,000/- (Bangladeshi Taka Eight Thousand) per Meeting of the Board and Committee during the year 2020, a total amount of BDT 10,91,200/- (Bangladeshi Taka Ten Lac Ninety One Thousand Two Hundred) was given to the Directors as Remuneration/ Meeting Attendance fee.

Disclosure on Internal Control

The Board takes the responsible for the oversight of Continental’s business and management,including risk management and putting up internal controls. The Directors state that the systems of internal control are sound and have been implemented and monitored effectively.

DIRECTORS’ REPORT (Continued)


Disclosure Regarding Variance between Quarterly Financial Performance and Annual Financial Statements

Statement of Quarterly Financial Statement is givenseparately. There were some variances in the financialresults from quarter to quarter. But they are not verysignificant or material in nature.

Disclosure Regarding Utilization of Proceeds from Public Issues, Rights Issues and/Or Any Other Instruments

The collected fund has been kept as Fixed Deposit in several banks.

Disclosure external opinion from Financial Audited Report

The Company did not consider Deferred Tax Gain of BDT 8,57,644 when calculating Earnings Per Share (EPS) resulting in a clerical error. Without this error, the EPS would increase from BDT 1.29 to BDT 1.31.

HR Practices

Continental has always emphasized on professionalism and development of appropriate human resource management policies and practices to enhance the quality of its employees, and to ensure their optimum contribution towards the achievement of corporate goals. At Continental, we believe that our Human Resources (HR) gives the organization asignificant competitive edge in terms of knowledge and experience. The Company has continued its policy of recruiting the best people and implementing programs to develop and retain high quality human resources. In line with this Policy, the need-based internal and external training at both home and abroad is regularly and systematically arranged. The Company also ensures competitive compensation and rewards including employee’shealth and safety to assure their retention and provide job satisfaction.

Information Technology

Continental Insurance Limited has engaged highly experienced and well trained professionals for maintaining and developing the company’s IT infrastructure. The IT professionals are constantly innovating and producing in house programs to meet the needs of the company’s diversified products and services. CIL’s IT division has successfully completed a Wide Area Network (WAN) to connect all branch offices. CIL uses an Integrated Insurance Management System Software which is fully automated web-based system developed by the company’s IT

department. The thirty seven branches are fully under the automated web-based system. The system provides high level of data security and capable of keeping all information regarding Underwriting, Claims and Re-insurance and provides solution for these issues. The company’s network system is fully computerized and branches are connected with the Head Office.

Corporate and Financial Reporting Framework

The Directors, in accordance with BSEC NotificationNo.SEC/CMRRCD/2006-158/207/admin/80 dated June 03, 2018 confirm compliance with the financial reporting frame work for the following:

We report that:

i. The financial statements prepared by the management of the company fairly present its state of affairs, the operational result, cash flows and changes in equity.

ii. Proper books of account of the company have been maintained.

iii. Appropriate accounting policies have been consistently applied in preparation of the financial statements and that the accounting estimates are based on reasonable and prudent judgment.

iv. International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS), International Financial Reporting Standards (IFRS)/Bangladesh Financial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements, and any departure there from has been adequately disclosed.

v. The system of internal control is sound in design and has been effectively implemented and monitored.

vi. There is no significant doubt about the company’s ability to continue as a going concern.

vii. There is no significant deviation from last year in operating result of the company.

viii. The key operating and financial data of preceding five years have been provided in page 20.

ix. Declaration or certification by the CEO and the CFO to the Board as required under condition No. 3(3) is disclosed in Annexure–III (page- 45).

x. The report as well as certificate regarding compliance of conditions of this Code as required under condition No. 9 is disclosed in Annexure–I and Annexure–II (pages- 33-42).


Shareholding Pattern

Pattern of Shareholding in the company in compliance of the corporate governance guidelines has been stared separately as “Shareholding Pattern” in page 46

Board Meeting

The Directors of CIL meet on a regular basis. A detail statement showing attendance of the Directors in the Board Meeting is placed herewith separately in page 43.

Credit Rating

The company has been assigned credit rating of AA (Double A) by M/s. Alpha Credit Rating Limited on the basis of its financial statements ended December 31, 2019 which indicates Insurance Companies under this category have a high claims paying ability and high capacity to meet policyholders’ obligations and provide policyholders’ benefits relative to other insurance companies in the same market.

Dividend

The Board of Directors in its 198thBoard Meeting held on April 12, 2021 recommended 4% stock & 6% cash dividend to the shareholders from available profit during the year 2020.

Auditor

The Auditor of the Company M/S. G.Kibria& Co., Chartered Accountants will retire at the 21st Annual General Meeting and being eligible qualifies for re-appointment under section 210 (3) of the Company Act 1994. A resolution will be placed in the meeting for approval of re-appointment of M/S. G.Kibria& Co., Chartered Accountants and fixation of their remuneration.

Directors

Group A:

In accordance with the provision of the Articles of Association of the Company, the following sponsor directors retire and being eligible offer them for re-election:

1. Mr. Tehsin Rashid

2. Mrs. Dolly Iqbal

3. Mrs. Hasina Iqbal

Group B:

In accordance with the provisions of the Articles of Association of the Company, following Directors from amongst the public subscribers, also retire and offer them for re-election:

1. Mr. Abrar Rahman Khan

2. Mr. Syed Sakib Naimuddin

As required by Insurance Rules, the election of directors from public subscribers (Group-B) requires 60 days’ notice and accordingly it has been scheduled on 15 June 2021 during the Annual General Meeting (AGM). A notification was published on 14 April 2021 in two national dailies newspaper. The above mentioned two directors from public subscribers have submitted their nomination forms.

Also In accordance with the Articles of Association of the Company and as per the Bangladesh Securities and Exchange Commission’s Corporate guideline dated 3rd June 2018 the appointment of additional/new independent Director, if any, needs to be confirmed at the Annual General Meeting. In line with this, The Board of Director of Continental Insurance Limited appointed Brigadier General Mohammed Abdul Halim (Retired) as company’s Independent Director. Hence the appointment of Brigadier General Abdul Halim (Retired) to be ratified at the 21st Annual General Meeting under the agenda “appointment of Independent Directors”.

Corporate Governance

The Board of Directors of the Company firmly believes that practice of Good Corporate Governance and transparency is a sine qua non towards ensuring a disciplined and a sustainable company status. Continental Insurance designed the Corporate Governance systems and practices to ensure adequate internal control in operational process, transparency, and accountability. The Corporate Governance structure specifies the distribution of rights and responsibilities among different executives and spells out the rules and procedures for making decisions on corporate affairs. The role of regulatory authorities is very important in respect of Corporate Governance practices. CIL is pledge-bound to comply with all the requirements of regulatory authorities. Parties to Corporate Governance are Board of Directors, different committees of the Board, the management, different management committee, all decision making personnel, etc. All plans, programmes, Policy decisions, as initiated by the Board are implemented by the Management under the leadership of Managing Director or Chief Executive Officer.

DIRECTORS’ REPORT (Continued)


Corporate Social Responsibility/ (CSR) Activities

Continental Insurance Limited is quite conscious on its role of Corporate Social Responsibilities (CSR). The company has participated the different Corporate Social Activities. The Board of Directors of the Company is committed to continue and even augment its Corporate Social Responsibilities (CSR) activities to the redress of the destitute and poverty-stricken segment of the society in future.

Conclusion

The Board of Directors also expresses its gratitude and deep appreciation to various Public and private sector Banks, financial institutions and private sector enterprises for their support and co-operation during the year under review. The Board of Directors express its sincere thanks and gratitude to the Ministry of Finance, Ministry of Commerce, The Office of the Chairman, Insurance Development & Regulatory Authority, SadharanBima Corporation, Bangladesh Securities and Exchange Commission, Dhaka Stock Exchange Ltd, Chittagong Stock Exchange Ltd, Bangladesh Insurance Association, Registrar of Joint Stock

Companies and Firms, Government &Non Government Organizations for extending their assistance and co-operation during the year. Finally the

Board of Directors place on record the appreciation for the valuable contribution made by the Executives, Officers and Staff of all ranks of the Company for its continued growth.

May Almighty Allah grace us with divine blessings.

On behalf of the Board of Directors

(A.K.M.Azizur Rahman)Chairman


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CERTIFICATE ON COMPLIANCEOf Conditions of Corporate Governance Annexure - I


Status of compliance with the conditions imposed by the Bangladesh Securities and Exchange Commission’s Notification No. SEC/CMRRCD/2006-158/207/admin/80 dated June 03, 2018 issued under section 2CC of the Securities and Exchange Ordinance 1969 is presented below:

ConditionNo.

Title

Compliance Status (Put √ in the appropriate column) Remarks

(If any)Complied Not Complied

1. Board’s Size:

1(1) The number of the Board members of the Company shall not be less than 5 (five) and more than 20 (twenty)

√

1(2) Independent Directors:

1(2)(a) At least one fifth (1/5) of the total number of directors in the Company’s Board shall be Independent Directors √

Compiled with the Insurance Act, 2010 but pending with

BSEC.

1(2)(b)(i) Who either does not hold share in the company or holds less than one (1%) shares of the total paid up shares of the company √

Independent Directors do not hold any shares of the Company

1(2)(b) (ii) Who is not sponsor of the Company and is not connected with any sponsor or director or shareholder who holds one percent or more shares of the Company

√

1(2)(b) (iii) Who has not been an executive of the company in immediately preceding 2 (two) financial years

√

1(2)(b)(iv) Who does not have any other relationship, whether pecuniary or otherwise, with the company or its subsidiary/associated companies

√

1(2)(b)(v) Who is not a Member or TREC holder, director or officer of any stock exchange.

√

1(2)(b)(vi) Who is not a Shareholder/Director/Officer of any Member / TREC holder of stock exchange or an intermediary of the capital market.

√

1(2)(b)(vii) Who is not a partner or an Executive or was not a partner or an Executive during the Preceding 3 (Three) years of the concerned Company’s statutory audit firm or audit firm engaged in internal audit or special audit or professional certifying complacence of this code.

√

1(2)(b)(viii) Who is not an Independent Director in more than five listed Companies √

1(2)(b)(ix) Who is not convicted by a court of competent jurisdiction as a defaulter in payment of any loan/advance to a Bank or a Non-Bank Financial Institution.

√

1(2)(b)(x) Who is not been convicted for a criminal offence involving moral turpitude. √

1(2)(b)(c) The independent director(s) shall be appointed by the Board and approved by the shareholders in AGM

√

1(2)(b)(d) The post of independent director(s) cannot remain vacant for more than 90 (ninety) days.

√

1(2)(b)(e) Tenure of the Independent Director shall be for a period of 3 (three) years, which may be extended for 1 (one) tenure only.

√

1(3) Qualification of Independent Director (ID)

1(3)(a) 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.

√

1(3)(b)(i) Business Leader who is or was a promoter or director of an unlisted company having minimum paid-up capital of Tk.100 million or any listed company.

N/A

COMPLIANCE REPORT ON BSEC’S NOTIFICATION[As per condition no.1 (5) (xxvii)] Annexure - II


ConditionNo.

Title



1(3)(b)(ii) Should be a Corporate Leader/Business Leader. √

1(3)(b)(iii) Former official of government or statutory or autonomous or regulatory body in the position not below 5th Grade of the national pay scale.

√

1(3)(b)(iv) University Teacher who has educational background in Economics or Com-merce or Business Studies or Law.

√

1(3)(b)(v) Professional who is or was an advocate practicing at least in the High Court Division of Bangladesh Supreme Court or a CA/ C & M A/CFA/CCA/CPA/ or CMA/ CS or equivalent qualification.

N/A

1(3)(b)(c) The independent director shall have at least 10 (ten) years of experiences √

1(3)(b)(d) Relaxation in special cases. N/A

1(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief Executive Officer

1(4)(a) The positions of Chairperson of the board and MD and/or Chief Executive Officer (CEO) shall be filled by different individuals.

√

1(4)(b) MD and/or CEO of a listed Company shall not hold the same position in an-other listed Company

√

1(4)(c) The Chairperson shall be elected form among the non-executive directors of the company

√

1(4)(d) The Board shall clearly define respective roles and responsibilities of the Chairperson and the Managing Director and/or CEO

√

1(4)(e) In absence of Chairperson of the Board, the remaining members may elect one of themselves from nonexecutive directors as Chairperson for that par-ticular Board’s meeting

√

1(5) Directors Report to Shareholders

1(5)(i) Industry outlook and possible future developments in the industry √

1(5)(ii) Segment-wise or product-wise performance √

1(5)(iii) Risks and concerns including internal and external risk factor, threat to sus-tainability and negative impact on environment.

√

1(5)(iv) Discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin N/A

1(5)(v) Discussion on continuity of any extraordinary activities and their implications. √

1(5)(vi) Detailed discussion and statement on related party transactions. √

1(5)(vii) Utilization of proceeds from public issues, rights issues and/or through any others instruments

N/A

1(5)(viii) An explanation if the financial results deteriorate after the company goes for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Offer, Direct Listing, etc.

N/A

1(5)(ix) If significant variance occurs between Quarterly Financial performance and Annual Financial Statements the management shall explain about the vari-ance on their Annual Report.

√

1(5)(x) Remuneration to directors including independent directors √

1(5)(xi) The financial statements prepared by the management of the issuer compa-ny present fairly its state of affairs, the result of its operations, cash flows and changes in equity.

√

1(5)(xii) Proper books of account of the issuer company have been maintained. √


ConditionNo.

Title



1(5)(xiii) Appropriate accounting policies have been consistently applied in prepara-tion of the financial statements and that the accounting estimates are based on reasonable and prudent judgment.

√

1(5)(xiv) International Accounting Standards (IAS)/Bangladesh Accounting Standards (BAS)/International Financial Reporting Standards (IFRS)/Bangladesh Finan-cial Reporting Standards (BFRS), as applicable in Bangladesh, have been followed in preparation of the financial statements and any departure there- from has been adequately disclosed.

√Subject to external aduitors

report

1(5)(xv) The system of internal control is sound in design and has been effectively implemented and monitored.

√

1(5)(xvi) A statement that minority shareholders have been protected from abusive actions by, or in the interest of, controlling shareholders acting either directly or indirectly and have effective means of redress.

N/A

1(5)(xvii) A statement that there is no significant doubt upon the issuer company’s abil-ity to continue as a going concern, if the issuer company is not considered to be a going concern, the fact along with reasons there of shall be disclosed

√

1(5)(xviii) Significant deviations from the last year’s operation results of the issuer com-pany shall be highlighted and the reasons there of should be explained.

√

1(5)(xix) Key operating and financial data of at least preceding 5 (five) years shall be summarized.

√

1(5)(xx) If the issuer company has not declared dividend (cash or stock) for the year, the reasons thereof shall be given.

N/A

1(5)(xxi) Board’s statement to the effect that no bonus shares or stock dividend has been or shall be declared as interim dividend.

N/A

1(5)(xxii) The number of Board meetings held during the year and attendance by each director.

√

1(5)(xxiii) A report on the pattern of shareholding disclosing the aggregate number of shares (name wise details).

√

1(5)(xxiii)(a) Parent/Subsidiary/Associated Companies and other related parties (name wise details);

√

1(5)(xxiii)(b) Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor children (name wise details);

√

1(5)(xxiii)(c) Executives; √

1(5)(xxiii)(d) Share holders holding ten percent (10%) or more voting interest in the com-pany (name wise details).

√

1(5)(xxiv) In case of the appointment/re-appointment of a director the company shall disclose the following information to the shareholders:-

√

1(5)(xxiv)(a) A brief resume of the director; √

1(5)(xxiv)(b) Nature of his/her expertise in specific functional areas; √

1(5)(xxiv)(c) Names of companies in which the person also holds the directorship and the membership of committees of the board.

√

1(5)(xxv) Management discussion and analysis signed by CEO/MD presenting detail analysis of the company’s position and operations along with a brief discussion of changes in the financial statements, among others, focusing on:

1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements. √

COMPLIANCE REPORT ON BSEC’S NOTIFICATION


ConditionNo.

Title



1(5)(xxv)(b) Changes in accounting policies and estimation as well as cash flows on ab-solute figure for such changes.

√

1(5)(xxv)(c) Comparative analysis and financial position as well as cash flew for current fi-nancial year with immediate preceding five years explaining reasons thereof

√

1(5)(xxv)(d) Compare such financial performance or results and financial position as well as cash flows with the peer industry scenario.

√

1(5)(xxv)(e) Briefly explain the financial and economic scenario of the country and the global. √

1(5)(xxv)(f) Risks and concerns issues related to the financial statements and concerns mitigation plan of the company

√

1(5)(xxv)(g) Future plan or projection or forecast for company’s operation, performance and financial position shall be explained to the shareholders in the next AGM.

√Management will ensure that

matter

1(5)(xxvi) Declaration or certification by the CEO and the CFO to the Board as required under condition No. 3(3) disclosed as per Annexure - III

√

1(5)(xxvii) The report as well as certificate regarding compliance of conditions of this Code as required under condition No. 9 disclosed as per Annexure - I & II

√

1(6) Meeting of the Board of Directors

1(6) Compliance under Bangladesh Secretarial Standards (BSS). √

1(7) Code of Conduct for the Chairperson, other Board members and Chief Executive Officer

1(7) (a) The Board shall lay down a code of conduct, based on the recommendation of the Nomination and Remuneration Committee (NRC) √

1(7)(b) The code of conduct as determined by the NRC shall be posted on the web-site of the company including, among others, prudent conduct and behavior.

√

2 Governance of Board of Directors of Subsidiary Company

2(a) Provisions relating to the composition of the Board of the holding company shall be made applicable to the composition of the Board of the subsidiary company.

N/A

2(b) At least 1 (one) independent director on the Board of the holding company shall be a director on the Board of the subsidiary company

N/A

2(c) Minutes of subsidiary to be placed in the meeting of holding company. N/A

2(d) The minutes of the respective Board meeting of the holding company shall state that they have reviewed the affairs of the subsidiary company.

N/A

2(e) The Audit Committee of the holding company shall also review the financial statements in particular the investments made by the subsidiary company.

N/A

3 Managing Director (MD)or Chief Executive Officer (CEO)/Chief Financial Officer (CFO), Head of Internal Audit and Compliance (HIAC) and Company Secretary (CS):

3(1) Appointment

3(1)(a) The Board shall appoint a Managing Director (MD) or Chief Executive Officer (CEO), a Company Secretary (CS), a Chief Financial Officer (CFO) and a Head of Internal Audit and Compliance (HIAC);

√

3(1)(b) The positions of the Managing Director (MD) or Chief Executive Officer (CEO), Company Secretary (CS), Chief Financial Officer (CFO) and Head of Internal Audit and Compliance (HIAC) shall be filled by different individuals;

√


ConditionNo.

Title



3(1)(c) The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive position in any other company at the same time;

√

3(1)(d) The Board shall clearly define respective roles, responsibilities and duties of the CFO, the HIAC and the CS;

√

3(1)(e) The MD or CEO, CS, CFO and HIAC shall not be removed from their posi-tion without approval of the Board as well as immediate dissemination to the Commission and stock exchange(s).

√ No such event occurred

3(2) Requirement to attend Board of Directors’ Meetings

3(2) The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the Board.

√

3(3) Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief Financial Officer (CFO)

3(3)(a) The MD or CEO and CFO shall certify to the Board that they have reviewed financial statements for the year and that to the best of their knowledge and belief:

√

3(3)(a)(i) These statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading.

√

3(3)(a)(ii) These statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards and applicable laws.

√

3(3)(b) The MD or CEO and CFO shall also certify that there are, to the best of knowl-edge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board or its members;

√

3(3)(c) The certification of the MD or CEO and CFO shall be disclosed in the Annual Report.

√

4 Board of Directors’ Committee.

4(i) Audit Committee √

4(ii) Nomination and Remuneration Committee. √

5 Audit Committee:

5(1) Responsibility to the Board of Directors

5(1)(a) The company shall have an Audit Committee as a sub-committee of the Board; √

5(1)(b) The Audit Committee shall assist the Board in ensuring that the financial statements reflect true and fair view of the state of affairs of the company and in ensuring a good monitoring system within the business;

√

5(1)(c) The Audit Committee shall be responsible to the Board; the duties of the Audit Committee shall be clearly set forth in writing.

√

5(2) Constitution of the Audit Committee

5(2)(a) The Audit Committee shall be composed of at least 3 (three) members; √

5(2)(b) The Board shall appoint members of the Audit Committee who shall be non-executive directors of the company excepting Chairperson of the Board and shall include at least 1 (one) independent director.

√

5(2)(c) All members of the audit committee should be “financially literate” and at least 1 (one) member shall have accounting or related financial management background and 10 (ten) years of such experience;

√



ConditionNo.

Title



5(2)(d) When the term of service of the Committee members expires or there is any circumstance causing any Committee member to be unable to hold ….

No such event occurred

5(2)(e) The company secretary shall act as the secretary of the Committee; √

5(2)(f) The quorum of the Audit Committee meeting shall not constitute without at least 1 (one) independent director.

√

5(3) Chairperson of the Audit Committee

5(3)(a) The Board shall select 1 (one) member of the Audit Committee to be Chairper-son of the Audit Committee, who shall be an independent director;

√

5(3)(b) Absence of the Chairperson of the Audit Committee members to elect one and the reason of absence of the regular Chairperson shall be duly recorded in the minutes.

√

5(3)(c) Chairperson of the Audit Committee shall remain present in the Annual Gen-eral Meeting (AGM)

Will be ensured by the Management

5(4) Meeting of the Audit Committee

5(4)(a) The Audit Committee shall conduct at least its four meetings in a financial year. √

5(4)(b) Quorum of Audit Committee, presence of 2 or 2/3 members whichever is higher where presence of an independent director is a must.

√

5(5) Role of Audit Committee:

5(5)(a) Oversee the financial reporting process; √

5(5)(b) Monitor choice of accounting policies and principles; √

5(5)(c) Monitor Internal Audit and Compliance process to ensure that it is adequately resourced, including approval of the Internal Audit and Compliance Plan and review of the Internal Audit and Compliance Report

√

5(5)(d) Oversee hiring and performance of external auditors; √

5(5)(e) Hold meeting with the external or statutory auditors for review of the annual financial statements before submission to the Board for approval or adoption;

√

5(5)(f) Review along with the management, the annual financial statements before submission to the Board for approval;

√

5(5)(g) Review along with the management, the quarterly and half yearly financial statements before submission to the Board for approval

√

5(5)(h) Review the adequacy of internal audit function; √

5(5)(i) Review the Management’s Discussion and Analysis before disclosing in the Annual Report;

√

5(5)( j) Review statement of all related party transactions submitted by the manage-ment;

√

5(5)(k) Review Management Letters or Letter of Internal Control weakness issued by statutory auditors;

√

5(5)(l) Oversee the determination of audit fees based on scope and magnitude, level of expertise deployed and time required for effective audit and evaluate the performance of external auditors;

√

5(5)(m) Oversee whether IPO or RPO or RSO proceeds utilized as per the published prospectus.

N/A

5(6) Reporting of the Audit Committee


ConditionNo.

Title



5(6)(a) Reporting to the Board of Directors

5(6)(a)(i) The Audit Committee shall report on its activities to the Board. √

5(6)(a)(ii) The Audit Committee shall immediately report to the Board on the following findings,


5(6)(a)(ii)(a) Report on conflicts of interests; No such event occurred

5(6)(a)(ii)(b) Suspected or presumed fraud or irregularity or material defect identified in the internal audit and compliance process or in the financial statements;


5(6)(a)(ii)(c) Suspected infringement of laws, regulatory compliances including securities related laws, rules and regulations;


5(6)(a)(ii)(d) Any other matter which the Audit Committee deems necessary shall be dis-closed to the Board immediately;


5(6)(b) Reporting to the Authorities No such event occurred

5(7) Reporting to the Shareholders and General Investors

5(7) Reporting to the Shareholders and General Investors No such event occurred

6 Nomination and Remuneration Committee (NRC).-

6(1) Responsibility to the Board of Directors

6(1)(a) The company shall have a Nomination and Remuneration Committee (NRC) as a subcommittee of the Board;

√

6(1)(b) The NRC shall assist the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and in-dependence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive;

√

6(1)(c) The Terms of Reference (ToR) of the NRC shall be clearly set forth in writing covering the areas stated at the condition No. 6(5)(b).

√

6(2) Constitution of the NRC

6(2)(a) The Committee shall comprise of at least three members including an inde-pendent director;

√

6(2)(b) All members of the Committee shall be non-executive directors; √

6(2)(c) Members of the Committee shall be nominated and appointed by the Board; √

6(2)(d) The Board shall have authority to remove and appoint any member of the Committee;

√

6(2)(e) Board shall fill the vacancy within 180 days of such vacancy in the Committee. No such event occurred

6(2)(f) The Chairperson of the Committee may appoint/co-opt any external expert. No such event occurred

6(2)(g) The company secretary shall act as the secretary of the Committee; √

6(2)(h) The quorum of the NRC meeting shall not constitute without attendance of at least an independent director;

√

6(2)(i) No member of the NRC shall receive, either directly or indirectly, any remu-neration for any advisory or consultancy role or otherwise, other than Direc-tor’s fees or honorarium from the company.

√

6(3) Chairperson of the NRC



ConditionNo.

Title



6(3)(a) The Board shall select 1 (one) member of the NRC to be Chairperson of the Committee, who shall be an independent director;

√

6(3)(b) In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes;

√

6(3)(c) The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders:

Will be ensured by the Management

6(4) Meeting of the NRC

6(4)(a) The NRC shall conduct at least one meeting in a financial year; √

6(4)(b) The Chairperson of the NRC may convene any emergency meeting upon request by any member of the NRC;

N/A

6(4)(c) The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee, whichev-er is higher, where presence of an independent director is must as required under condition No.6(2)(h);

√

6(4)(d) The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC.

√

6(5) Role of the NRC

6(5)(a) NRC shall be independent and responsible or accountable to the Board and to the shareholders;

√

6(5)(b)(i)(a) The level and composition of remuneration is reasonable and sufficient to at-tract, retain and motivate suitable directors to run the company successfully;

√

6(5)(b)(i)(b) The relationship of remuneration to performance is clear and meets appropri-ate performance benchmarks;

√

6(5)(b)(i)(c) Remuneration to directors, top level executive Involves a balance between fixed and incentive pay reflecting short and long-term performance objec-tives appropriate to the working of the company and its goals

√

6(5)(b)(ii) Devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality

√

6(5)(b)(iii) Identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the Board

√

6(5)(b)(vi) Formulating the criteria for evaluation of performance of independent direc-tors and the Board

√

6(5)(b)(v) Identifying the company’s needs for employees at different levels and deter-mine their selection, transfer or replacement and promotion criteria;

√

6(5)(b)(vi) Developing, recommending and reviewing annually the company’s human resources and training policies

√

6(5)(c) The company shall disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC during the year at a glance in its annual report.

√

7 External or Statutory Auditors.-

7(1) The issuer company shall not engage its external or statutory auditors to perform the following services of the company, namely:


ConditionNo.

Title



7(1)(i) Appraisal or valuation services or fairness opinions; √

7(1)(ii) Financial information systems design and implementation √

7(1)(iii) Book-keeping or other services related to the accounting records or financial statements;

√

7(1)(iv) Broker-dealer services; √

7(1)(v) Actuarial services √

7(1)(vi) Internal audit services or special audit services √

7(1)(vii) Any service that the Audit Committee determines √

7(1)(viii) Audit or certification services on compliance of corporate governance as re-quired under condition No. 9(1)

√

7(1)(ix) Any other service that creates conflict of interest √

7(2) No partner or employees of the external audit firms shall possess any share of the company they audit at least during the tenure of their audit assignment of that company; his or her family members also shall not hold any shares in the said company

√

7(3) Representative of external or statutory auditors shall remain present in the Shareholders’ Meeting (Annual General Meeting or Extraordinary General Meeting) to answer the queries of the shareholders

Will be ensured by the Management.

8 Maintaining a website by the Company.-

8(1) The company shall have an official website linked with the website of the stock exchange.

√

8(2) The company shall keep the website functional from the date of listing. √

8(3) The company shall make available the detailed disclosures on its website as required under the listing regulations of the concerned stock exchange(s).

√

9 Reporting and Compliance of Corporate Governance

9(1) The company shall obtain a certificate from a practicing Professional Accoun-tant or Secretary (Chartered Accountant or Cost and Management Accoun-tant or Chartered Secretary) other than its statutory auditors or audit firm on yearly basis regarding compliance of conditions of Corporate Governance Code of the Commission and shall such certificate shall be disclosed in the Annual Report.

√

9(2) The professional who will provide the certificate on compliance of this Corporate Governance Code shall be appointed by the shareholders in the annual general meeting.

√

9(3) The directors of the company shall state, in accordance with the Annexure-II attached, in the directors’ report whether the company has complied with these conditions or not.

√



A. Meeting of the Board of Directors

Name of DirectorsTotal no. of meetings

from 01.01.2020 to 31.12.2020

Total Attendance

Remarks

A.K.M. Azizur Rahman (Representative Director of M/s Khan Sons Group Ltd.)

07 06 The Directors who could not at-tend any meeting were granted leave of absence by the Board

of Directors.

Imtiaz Bin Musa 7 03 “

Bulbul Joynab Akther 7 03 “

Syed Mohammad Abu Mohsin 7 06 “

Dolly Iqbal 7 07 “

Fatema Rashid alternative Director of Tehsin Rashid

7 07 “

Syed Adeeb Ashfaq Uddin 7 01 “

K.M. Alamgir 7 06 “

Md Yasin Ali 7 03 “

Saira Yasin 7 01 “

Hasina Iqbal 7 06 “

Ishnad Iqbal 7 03 “

Abrar Rahman Khan 7 05 “

Syed Sakib Naimuddin 7 07 “

Salman Habib 7 04 “

K.A.M Haroon 7 05 “

Nusrat Hafiz 7 07 “

Muhammad Nazirul Islam (CEO) 7 07 “


B. Meeting of the Executive Committee of the Board of Directors

Name of Directors Total no. of meetings from 01.01.2020 to 31.12.2020

Total Attendance Remarks

S. M. Abu Mohsin 04 04 “

Mr. Imtiaz Bin Musa 04 02 “

Mrs. Dolly Iqbal 04 03 “

Ms. Hasina Iqbal 04 02 “

Mr. Yasin Ali 04 01 “

Mrs. Bulbul Joynab Akther 04 01 “

Mr. K.M. Alamgir 04 02

Mr. Muhammad Nazirul Islam (CEO) 04 04 “

C. Meeting of the Audit Committee of the Board of Directors:

Name of Directors Total no. of meetings from 01.01.2020 to

Total Attendance Remarks

Nusrat Hafiz 03 03 “

Fatema Rashid alternative Director of Tehsin Rashid

03 03 “

Mr. Abrar Rahman Khan 03 03 “

Mr. Syed Sakib Naimuddin 03 03 “

Mr. Ishnad Iqbal 03 01 “

Mr. Salman Habib 03 03 “

Mr. Muhammad Nazirul Islam (CEO) 03 03 “



The Board of DirectorsContinental Insurance LimitedIDEAL Trade Centre102 Shahid Tajuddin Ahmed SaraniTejgaon, Dhaka-1208.

Subject: Declaration on Financial Statements for the year ended on December 31, 2020.

Dear Sirs,

Pursuant to the condition No. 1(5)(xxvi) imposed vide the Commission’s Notification No. SEC/CMRRCD/2006-158/207/admin/80 dated June 03, 2018 under section 2CC of the Securities and Exchange Ordinance, 1969, we do hereby declare that:

1. The Financial Statements of Continental Insurance Limited for the year ended on December 31, 2020 have been prepared in compliance with International Accounting Standards (IAS) or International Financial Reporting Standards (IFRS), as applicable in the Bangladesh and any departure there from has been adequately disclosed;

2. The estimates and judgments related to the financial statements were made on a prudent and reasonable basis, in order for the financial statements to reveal a true and fair view;

3. The form and substance of transactions and the Company’s state of affairs have been reasonably and fairly presented in its financial statements;

4. To ensure above, the Company has taken proper and adequate care in installing a system of internal control and maintenance of accounting records;

5. Our internal auditors have conducted periodic audits to provide reasonable assurance that the established policies and procedures of the Company were consistently followed; and

6. The management’s use of the going concern basis of accounting in preparing the financial statements is appropriate and there exists no material uncertainty related to events or conditions that may cast significant doubt on the Company’s ability to continue as a going concern.

In this regard, we also certify that: -

i. We have reviewed the financial statements for the year ended on December 31, 2020 and that to the best of our knowledge and belief:

a. these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

b. these statements collectively present true and fair view of the Company’s affairs and are in compliance with existing accounting standards and applicable laws.

ii. There are, to the best of knowledge and belief, no transactions entered into by the Company during the year which are fraudulent, illegal or in violation of the code of conduct for the company’s Board of Directors or its members.

Sincerely yours,

Hasan Tarek Md. Abdul MalekChief Executive Officer Chief Financial Officer

DECLARATION BY CEO AND CFOAs per condition No. 1(5)(xxvi) of CGC Annexure-III


PATTERN OF SHAREHOLDINGSAs on December 31, 2020

i) Shares held by Parent/Subsidiary/Associated Companies and other related Parties: NILii) Ownership of Company’s Securities by the Members of the Board of Directors: As on December 31, 2020

(a) Director/Sponsor:

Sl.No. Name of the Directors No. of Shares % of shareholdings

1 Mr. A.K.M. Azizur Rahman (Represented for M/s Khan Sons Group Ltd.) 11,24,516 2.81%

2 Mr. Imtiaz Bin Musa 8,04,471 2.01%

3 Mr. Syed Adeeb Ashfaq Uddin 9,77,372 2.44%

4 Mrs. Bulbul Joynab Akter 9,32,006 2.33%

5 Mr. Tehsin Rashid 11,38,979 2.85%

6 Mr. K.M. Alamgir 15,09,973 3.77%

7 Mrs. Dolly Iqbal 8,01,349 2.00%

8 Ms. Saira Yasin 9,10,930 2.28%

9 Ms. Hasina Iqbal 13,24,021 3.31%

10 Syed Sakib Naimuddin 8,02,540 2.01%

11 Mr. Salman Habib 9,24,968 2.31%

12 Mr. Abrar Rahman Khan 8,03,250 2.01%

13 Mr. Ishnad Iqbal 8,12,700 2.03%

14 Mohd. Jahamgir Hussain (Sponsor) 39,044 0.09%

15 Ms. Nusrat Hafiz Independent Director Nil

16 Mr. K.A.M. Haroon Independent Director Nil

Total 1,29,06,119 32.25%

b) Shares held by Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit and their spouses and minor children as on 31.12.2020.

1Mr. Muhammad Nazirul Islam, CEOSpouse/Minor Children of CEO

NiL

2Mr. Ataur Rahman, Company Secretary Spouse/ Minor Children of Company Secretary

NiL

3Mr. Abdul Malek, Chief Financial OfficerSpouse/ Minor Children of Chief Financial Officer

NiL

c) Shares held by top five salaried Executives of the Company.

1Muhammad Nazirul IslamChief Executive Officer

Nil

2Golam Kamal ChoudhuryAdditional Managing Director

NiL

3Hassan TarekAdditional Managing Director

Nil

4S. M. Abdul KhalequeAdditional Managing Director

NiL

5Mr. NuruzamanAdditional Managing Director

Nil

d) List of Shareholders holdings 10% and above shares in the Paid-up Capital of the Company: NIL


AUDIT COMMITTEE REPORTFor the Year 2020

The Audit Committee of Continental Insurance Limited comprise of 07(seven) members nominated by Board of Directors. The head of Internal Audit & Control Division has direct access to the Committee and the Committee directly reports to the Board.

It operates according to the Terms of Reference as approved by the Board and in compliance with section 3 of the Securities and Exchange Commission Notification No. SEC/CMRRCD/2006-158/207/admin/80 dated June 03, 2018. The Audit Committee comprises of the following members:

1. Ms. Nusrat Hafiz - Chairperson

2. Mr. Tehsin Rashid - Member

3. Mr. Abrar Rahman Khan - Member

4. Mr. Ishnad Iqbal - Member

5. Mr. Salman Habib - Member

6. Mr. Syed Sakib Naimuddin - Member

7. Mr. Muhammad Nazirul Islam - Chief Executive Officer

The Chief Executive Officer, Chief Financial Officer, Company Secretary and Head of Internal Audit Department attend the meeting. During the year 2020, 03 (three) meetings of the Audit Committee were held.

GovernanceAudit Committee of the Board can play an effective role in providing a bridge between the Board and Management, Shareholders and other Stakeholders. The Board of Directors of Continental Insurance recognized the importance of the Audit Committee. The key role of the committee is to assists the Board in discharge of its responsibilities for financial and business discipline, financial reporting, corporate governance and internal control. The following are the prime responsibilities of the Audit Committee:

Role of Audit Committee

i. Evaluate whether management is setting the appropriate compliance culture of internal control and ensuring that all employees have good understanding of their roles and responsibilities.

ii. Review the existing risk management policies and procedures for ensuring an effective internal check and control system.iii. Review the annual financial statements and determine whether they are complete and consistent with the accounting

standard set by the regulatory authorities.iv. Review the efficiency and effectiveness of internal audit function.v. Review the findings and recommendations made by the internal auditors for removing the irregularities detected.vi. Review the auditing performance of external auditors and their audit reports.

Activities During the year under review, the committee, interalia focused on the following activities:

i. Approved annual audit planning for the year 2020.ii. Reviewed quarterly and half yearly financial statement of the company to evaluate the performance.iii. Reviewed significant internal audit findings with a view to taking timely corrective actions.iv. Reviewed and examined the Annual financial statements 2020 audited by the external auditors and recommended to place

the same before the Board for consideration.

AcknowledgementFinally, the audit committee would like to express their sincere thanks to the members of the Board, key management personnel, internal audit Division and all employees for their utmost dedication for achieving transparency in performance and all sorts of cooperation extended to the committee in discharge of its responsibilities.

Ms. Nusrat HafizIndependent DirectorChairperson, Audit Committee


Corporate governance is the system by which companies are directed and controlled by the management in the best interest

of all the stakeholders, thereby ensuring greater transparency and better and timely financial reporting.

The maintenance of effective corporate governance remains a key priority of the Board of Continental Insurance Limited (CIL). To ensure clarity about Directors responsibilities towards the shareholders, corporate governance must be dynamic and focused on the business objectives of the Company and should create a culture of openness and accountability. CIL considers that its corporate governance practices comply with all the aspects of BSEC Notification No. BSEC/CMMRRCD/2006-158/2007/Admin/80 dated 03 June 2018. In addition to establishing high standards of corporate governance, CIL also emphasizes best governance practices in all of its activities. The role of Board of Directors, separate and independent role of Chairman and Chief Executive Officer, distinct role of Company Secretary and Chief Financial officer, and of different Board Committees allow CIL to achieve excellence in best corporate governance practices.

Board of Directors

Composition

The Board of CIL considers that its membership should comprise of Directors with an appropriate mix of skills, experience and personal attributes that allow the Directors, individually and the Board, collectively, to discharge their responsibilities and duties under the law efficiently and effectively, understand the business of the company and assess the performance of the management.

The Board of CIL comprises of sixteen Directors who possess a wide range of skills and experience over a range of professions, business and service. All of them are nominated by their respective institutions except for two independent directors. Each of the Directors brings in independent judgment and considerable knowledge to perform their roles effectively. The Board of directors ensure that the activities of the company are always conducted with adherence to strict and highest possible ethical standards and in the best interests of the stakeholders.

The Directors are appointed by the shareholders in the Annual General Meeting (AGM). Casual vacancies if any are filled by the Board in accordance with the stipulations of the Companies Act, 1994 and Article of the Company. In addition, one third of the directors retires from the board every year in the AGM, but remains eligible for re-election.

CODE OF CONDUCT OF THE CHAIRPERSON, OTHER BOARD MEMBERS AND CHIEF EXECUTIVE OFFICER

The Chairperson, other Board members and Chief Executive Officer of the Company shall act within the authority conferred upon them, in the best interests of the Company and observe the following:

Prudent conduct and behavior

• The Chairperson, other Board members and Chief Executive Officer shall act honestly, ethically, in good faith and in the best interest of the Company.

• Whilst carrying out the duties, the Chairperson, other

Board members and Chief Executive Officer shall ensure that it is executed in terms of the authorizations granted and within the limits prescribed under the relevant policies, codes, guidelines and other directives issued by the Board of Directors of the Company from time to time.

• The Chairperson, other Board members and Chief Executive Officer shall refrain from indulging in any discriminatory practice or behavior based on race, color, sex, age, religion, ethnic or national origin, disability or any other unlawful basis. The ethical conduct, performance and skills shall be the qualifying indicatives for an employee’s performance.

• The Chairperson, other Board members and Chief Executive Officer shall conduct themselves in a professional, courteous and respectful manner and shall not take any improper advantage of their position.

• The Chairperson, other Board members and Chief Executive Officer shall use the Company’s assets, property, proprietary information and intellectual rights for business purposes of the Company and not for any personal benefits or gains.

Confidentiality

• The Chairperson, other Board members and Chief Executive Officer should conduct themselves so as to meet the expectations of operational transparency of the stakeholders while at the same time maintaining confidentiality of information in order to foster a culture conducive to good decision making. “Confidential information” includes, amongst others, all information of the Company not authorized by the management of the Company for public dissemination.

• All confidential information must be held in confidence, unless authorized by the Board or otherwise permissible in accordance with this Code; or the same is part of the public domain at the time of disclosure; or is required to be disclosed in accordance with applicable laws.

Conflict of interest

• The Chairperson, other Board members and Chief Executive Officer shall not enter into any transaction which is or may likely to have a conflict with the interest of the Company.

• The Chairperson, other Board members and Chief Executive Officer should disclose to the board whether they directly, indirectly or on behalf of third parties have a material interest in any transaction or matter directly affecting the Company.

• All transactions having conflict of interest should be carried out in accordance with law and be fully disclosed to the Board of Directors.

Compliance with Laws, Rules and Regulations

• The Chairperson, other Board members and Chief Executive

INFORMATION ABOUT CORPORATE GOVERNANCE


Officer shall ensure compliance with the various legal/regulatory requirements as applicable to the business of the Company and endeavor that before any directions are given or decisions taken, relevant legal/regulatory requirements are taken into account.

Prohibition of Insider Trading:

• The Chairperson, other Board members and Chief Executive Officer shall comply with all laws, rules, and regulations governing trading in the shares of the Company and the Company’s Code of Conduct for Prohibition of Insider Trading in dealing with the securities of the Company which, inter alia, prohibits buying or selling of the Company’s securities on the basis of any unpublished price sensitive information and prohibits disclosure of such information to any other person (including relatives) where such information may be used by such person for his or her personal benefit or gain.

• The Chairperson, other Board members and Chief Executive Officer should comply with the provision of the Companies Act, 1994 and applicable rules and regulations issued by the Bangladesh Securities Exchange Commission, Dhaka Stock Exchange and Chittagong Stock Exchange, insofar as they relate to prohibitions on insider trading.

Relationship with Environment:

• The Chairperson, other Board members and Chief Executive Officer should cause the Company to strive to provide a safe and healthy working environment and comply, in the conduct of the business affairs of the Company, with all regulations regarding the preservation of the environment of the industry it operates in.

• The Company should be committed to prevent the wasteful use of natural resources and minimize any hazardous impact of the development, production, use and disposal of any of its products and services on the ecological environment in accordance with the applicable laws.

Relationship with Employees:

• The Chairperson, other Board members and Chief Executive Officer should strive for causing the Company to maintain cordial employee relations.

• The Chairperson, other Board members and Chief Executive Officer should cause the Company to build competency based human resource systems and maintain human resource policies that have been directed at managing the growth of the organization efficiently.

• The Chairperson, other Board members and Chief Executive Officer should assist the Company in further aligning its human resource policies, processes and initiatives to meet its business needs.

Relationship with Customers:

• The Chairperson, other Board members and Chief Executive Officer should ensure that the Company is committed to supply products and services of the highest quality standards backed by efficient after sales service consistent with the requirements of the customers to ensure their total satisfaction.

• The Chairperson, other Board members and Chief Executive Officer should ensure that Company will properly engage in product advertising, publicity, and sales promotion activities to avoid misleading the customers.

• The Chairperson, other Board members and Chief Executive Officer should ensure that the Company will engage in free and open competition with competitors to maintain its stance as a company trusted by customers and society.

Relationship with Suppliers:

• This Code contains general requirements applicable to all suppliers to Company. Particular supplier contracts may contain more specific provisions addressing some of these same issues. Nothing in this Code is meant to supersede any specific provision in a particular contract, and to the extent there is any inconsistency between this Code and any other provision of a particular contract, the other provision will prevail.

• The Chairperson, other Board members and Chief Executive Officer should act in the best interest of the Company. Accordingly, the Chairperson, other Board members and Chief Executive Officer should have no relationship, financial or otherwise, with any supplier that might conflict, or appear to conflict, with the Chairperson, other Board members and Chief Executive Officer’s obligation to act in the best interest of Company.

Independency

• The Chairperson, other Board members and Chief Executive Officer should remain independent in all material respects.

• The Chairperson, other Board members and Chief Executive Officer should act impartial to the Employees, Customers, Suppliers, Shareholders and other Stakeholders.

THE ROLES AND RESPONSIBILITIES OF THE CHAIRMAN:

The principal role of the Chairman of the Board is to manage and to provide leadership to the Board of Directors of the Company. The Chairman is accountable to the Board and acts as a direct liaison between the Board and the management of the Company, through the Chief Executive Officer (“CEO”). In particular, he will:

1. Chairing the meeting of the Board of Directors and Shareholders of the Company.

2. Establish good corporate governance practices and


procedures and promotes the highest standards of integrity, probity and corporate governance throughout the Company and particularly at the Board level.

3. Ensure that all Board committees are properly established, composed and operated.

4. Ensures that there is effective communication with shareholders and that each Director to develops and maintains an understanding of the shareholders’ views.

5. Sets, in consultation with the Chief Executive Officer, the Board meeting schedule and agenda to take full account of the important issues facing the Company and ensures that adequate time is available for thorough discussion of critical and strategic issues.

6. Ensures that the Board is properly briefed on issues arising at Board meetings and receives, in a timely manner, adequate information which must be accurate, clear, complete and reliable, to fulfill its duties, such as reports on the Company’s performance, the issues, challenges and opportunities facing the Company, and matters reserved to it for decision.

7. Ensures that the strategies and policies agreed by the Board are effectively implemented by the Chief Executive and the management of the Company.

8. Support the Chief Executive Officer in the development of strategy and, more broadly, to support and advise the Chief Executive Officer.

9. In consult with the CEO, to determine the date, time and location of the annual meeting of shareholders and to develop the agenda for the meeting.

10. Review and sign minutes of Board meetings.

THE ROLES AND RESPONSIBILITIES OF BOARD:

The Board is committed to the company seeking to achieve superior financial performance and long term prosperity, while meeting stakeholder’s expectations of sound corporate governance practice. The Board determines the corporate governance arrangements for the company. As with all its business activities, the Board is proactive in respect of corporate governance and puts in all place those arrangements which it consider are in the best interest of the company and its shareholders, and consistent with its responsibilities to other stakeholders.

The Board of Directors is in full control of the company’s affairs and is also fully accountable to the shareholders. They firmly believe that the success of the company largely depends on the credible corporate governance practices adopted by the Company. Taking this into consideration, the Board of Directors of CIL set out its strategic focus and oversees the business and related affairs of the company. The Board also formulates the strategic objectives and policy framework for the company. In discharging the above responsibilities, the Board caries out, the following functions as per the charter of the Board.

• Determine, monitor and evaluate strategies, policy,

management performance criteria and business plan.

• Periodic and timely reporting to the shareholders on the affairs, progress and performance of the company

• Ensuring proper decision making and accountability structure throughout the Company so that the staff down the line is fully accountable to the corporate management.

• Delegation to Board Committees and management and approval of transactions in excess of delegated level

• Approval of annual budgets including major capital expenditure proposals

• Critical evaluation of all proposals which require Board’s approval and/or directives

• Regular review of financial performance and overdue situation

• Appointment and evaluation of the performance of the top management positions

• Ensuring that the senior management team has the necessary skill and experience to perform their function effectively, in the best interest of the Company

• Monitoring the adequacy, appropriateness and operation of internal controls.

THE ROLES AND RESPONSIBILITIES OF THE CHIEF EXECUTIVE OFFICER:

Chief Executive Officer shall subject to direction, supervision and control of the Board of Directors, have the following roles and responsibilities in addition to the responsibilities defined in the Articles of Association of the Company:

1. Develop a strategic plan to advance the company’s mission and vision and to promote revenue, profitability, and growth as an organization.

2. Conducts the affairs of the Company in accordance with the practices and procedures adopted by the Board and promotes the highest standards of integrity, probity and corporate governance within the Company.

3. Recommends yearly budget for Board approval and prudently manages organization’s resources within those budget guidelines according to current laws and regulations.

4. Ensure that the Company conducts all of its business activities in compliance with legal, regulatory and Company policy, controls and standards.

5. Review activity reports and financial statements to determine progress and status in attaining objectives and revise objectives and plans in accordance with prevailing conditions.

6. Leads the management in the day-to-day running of the Company’s business in accordance with the business plans and within the budgets.

7. Implements, with the support of the management, the



strategies and policies as approved by the Board and its committees in pursuit of the Company’s objectives.

8. Maintains regular dialogue with the Chairman on important and strategic issues facing the Company and ensures bringing these issues to the Board’s attention.

9. Ensures that the management gives appropriate priority to providing reports to the Board which contains relevant, accurate, timely and clear information necessary for the Board to fulfill its duties.

10. Leads the communication program with the shareholders.

11. The CEO shall along with CFO certify the Board that:

i. they have reviewed financial statements for the year and that to the best of their knowledge and belief:

a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading;

b) these statements together present a true and fair view of the company’s affairs and are in compliance with existing accounting standards and applicable laws;

ii. There are, to the best of knowledge and belief, no transactions entered into by the company during the year which are fraudulent, illegal or violation of the company’s code of conduct.

12. Evaluate performance of top executives of the Company for compliance with established policies and objectives of the company and contributions in attaining objectives.

13. Effectively manages the human resources of the organization according to authorized personnel policies and procedures that fully conform to current laws and regulations.

14. Putting in place adequate operational planning and financial control systems.

15. Representing the company to major customers and professional associations.

16. Promote the company to local and international communities

17. Taking remedial action where necessary and informing the board of significant changes;

18. Other roles and responsibilities as assigned by the Board of Directors.

Board Meetings

The meetings of the Board of Directors of CIL are normally held at the Registered and Corporate Head Office of the Company. The meetings are held frequently to discharge its responsibilities and functions as mentioned above. Meeting is scheduled well in advance and the notice of each Board Meeting is given, in writing, to each Director by the Company Secretary.

The Company Secretary prepares the detailed agenda for the

meeting. The Board papers comprising the agenda, explanatory notes and proposed regulations are circulated to the directors in advance for their review. The Members of the Board have complete access of all information of the company enabling them to work efficiently. The Members of the Board are also free to recommend inclusion of any matter in the agenda for discussion. The Company Secretary and Chief Financial Officer always attends the Board Meeting and other senior management is invited to attend Board Meeting to provide additional inputs to the items being discussed by the Board and make necessary presentations.

Properly designed management structure, clearly defined responsibilities, delegation or authorities, establishment of accountability at each level and system of periodic reporting and monitoring performance are the key elements of the internal control framework employed in CIL.

Audit Committee

Composition of Audit Committee:

Audit committee of Continental Insurance Limited is a Sub-Committee of the Board of Directors. Audit Committee comprises of seven Directors nominated by the Board of Directors. The Committee is headed by a Director who is an Independent Director of the Company. The Chief Internal Audit & Compliance officer has direct access to the Committee and the Committee is directly reportable to the Board.

Role of the Audit Committee:

According to the Terms of Reference approved by the Board and in compliance with Section 3.00 of the Bangladesh Securities and Exchange Commission Notification No. BSEC/CMRRCD/2006-158/207/Admin/80 dated 03 June 2018, the role of the Committee is as follows:

i. Oversee the financial reporting process.

ii. Monitor choice of accounting policies and principles.

iii. Monitor Internal Control Risk management process.

iv. Oversee hiring and review performance of external auditors.

v. Review along with the management, the annual financial statements before submission to the Board for approval.

vi. Review along with the management, the quarterly and half yearly financial statements before submission to the Board for approval.

vii. Review the adequacy of internal audit function.

viii. Review statement of significant related party transactions submitted by the management.

ix. Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors.

x. When money is raised through Repeat Public Offering (RPO)/Rights Issue, the Company shall disclose to the Audit Committee about the uses/applications of funds by major category (capital expenditure, sales and marketing expenses, working capital, etc), on a quarterly basis, as a


part of their quarterly declaration of financial results. Further, on an annual basis, the Company shall prepare a statement of funds utilized for the purposes other than those stated in the offer document/prospectus.

Meeting and attendance of audit committee:

During the year 2020 Audit committee of the Board met three times to discharge their responsibilities. Detail of the meeting and record of attendance in the page No 44

Internal Control and risk management

Although the Board of Directors is ultimately responsible for ensuring that adequate and effective internal control and risk management systems are place but Audit committee of the Board has a vital role to play. Although no system of internal financial control can provide absolute assurance against material misstatement or financial loss, the company’s internal control system have been designed to provide the Directors with reasonable assurance that assets are safeguarded against unauthorized use by the employees / or management and / or third parties, transactions are authorized and properly recorded and material error and irregularities are either prevented or detected within a reasonable period of time.

Nomination and Remuneration Committee (NRC).

NRC Committee of Continental Insurance Limited comprises five members. The committee is headed by a director who is an Independent Director of the Company. Members are NRC Committee are as follows -

NRC Committee Members

Ms. Nusrat HafizInd. Director

Chairperson

Mr. A.K.M. Azizur RahmanDirector

Member

Mr. K.M. AlamgirDirector

Member

Mr. Ataur RahmanCompany Secretary

Member Secretary

Terms of reference (ToR) of NRC committee in line with the corporate governance Condition no.6 (1) and other compliance as per 6(2) to 6 (5) of BSEC notification no.BSEC/CMRRCD/2006-158/207/Admin/80 dated 3 June 2018 are as follows-

Terms of Reference

1. Purpose

1.1 The Committee assists the Board in formulation of the nomination criteria or policy for determining qualifications, positive attributes, experiences and independence of directors and top level executive as well as a policy for formal process of considering remuneration of directors, top level executive.

2. Authority

2.1 The Nomination and Remuneration Committee is a Committee of the Board of Continental Insurance Limited from which it

derives its authority and to which it regularly reports.

2.2 The Committee has delegated authority from the Board in respect of the functions and powers set out in these Terms of Reference.

3. Constitution

3.1 Chairperson

a. One member of the NRC to be Chairperson of the Committee appointed by the Board, who shall be an independent director;

b. In the absence of the Chairperson of the NRC, the remaining members may elect one of themselves as Chairperson for that particular meeting, the reason of absence of the regular Chairperson shall be duly recorded in the minutes;

c. The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer the queries of the shareholders:

Provided that in absence of Chairperson of the NRC, any other member from the NRC shall be selected to be present in the annual general meeting (AGM) for answering the shareholder’s queries and reason for absence of the Chairperson of the NRC shall be recorded in the minutes of the AGM.

3.2 Membership

The Committee shall comprise of at least three members including an independent director;

a. All members of the Committee shall be nonexecutive directors;

b. Members of the Committee shall be nominated and appointed by the Board;

c. The Board shall have authority to remove and appoint any member of the Committee;

d. In case of death, resignation, disqualification, or removal of any member of the Committee or in any other cases of vacancies, the board shall fill the vacancy within 180 (one hundred eighty) days of occurring such vacancy in the Committee;

e. The Chairperson of the Committee may appoint or co-opt any external expert and/or member(s) of staff to the Committee as advisor who shall be non-voting member, if the Chairperson feels that advice or suggestion

f. from such external expert and/or member(s) of staff shall be required or valuable for the Committee;

3.3 Secretary

a. The company secretary shall act as the secretary of the Committee;

4. Proceedings of Meetings

4.1 Frequency of Meetings



a. The NRC shall conduct at least one meeting in a financial year;b. The Chairperson of the NRC may convene any

emergency meeting upon request by any member of the NRC;

4.2 Quorum

a. The quorum of the meeting of the NRC shall be constituted in presence of either two members or two third of the members of the Committee, whichever is higher,

b. The quorum of the NRC meeting shall not constitute without attendance of at least an independent director;

4.3 Meeting Fees

a. No member of the NRC shall receive, either directly or indirectly, any remuneration for any advisory or consultancy role or otherwise, other than Director’s fees or honorarium from the company.

4.4 Minutes of Meeting

a. The proceedings of each meeting of the NRC shall duly be recorded in the minutes and such minutes shall be confirmed in the next meeting of the NRC.

5. Role of NRC

5.1 NRC shall be independent and responsible or accountable to the Board and to the shareholders;

5.2 NRC shall oversee, among others, the following matters and make report with recommendation to the Board:

a. formulating the criteria for determining qualifications, positive attributes and independence of a director and recommend a policy to the Board, relating to the remuneration of the directors, top level executive, considering the following:

5.2.1.1 The level and composition of remuneration is reasonable and sufficient to attract, retain and motivate suitable directors to run the company successfully;

5.2.1.2 The relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and

5.2.1.3 Remuneration to directors, top level executive involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals;

b. devising a policy on Board’s diversity taking into consideration age, gender, experience, ethnicity, educational background and nationality;

c. identifying persons who are qualified to become directors and who may be appointed in top level executive position in accordance with the criteria laid down, and recommend their appointment and removal to the Board;

d. formulating the criteria for evaluation of performance of independent directors and the Board;

e. identifying the company’s needs for employees at different levels and determine their selection, transfer or replacement and promotion criteria; and

f. developing, recommending and reviewing annually the company’s human resources and training policies;

5.3 The Committee shall report to the Board and disclose the nomination and remuneration policy and the evaluation criteria and activities of NRC during the year at a glance in its annual report.

ETHICS AND COMPLIANCE

Continental Insurance Limited provides due importance to the moral concerns in order to make the right ethical decisions in every aspects of its operation. CIL believes that upholding the interest of the customers, employees, regulators and all others stakeholders are very crucial for economic stability of any country. Enforcing a corporate code of ethics requires understanding and active participation by everyone in the Company since the code spells out the expected standards of behavior and sets the operating principles to be followed. Every official ensures that the Company, at all times, maintains high ethical standards and adequate internal control measures are in place to safeguard against unethical practices and irregularities. The Board of Directors of the Company has already introduced high level of Code of Conduct of the Board members. It also monitors strict compliance of the same and record it annually. The Company follows AML & CFT program as per the Guidelines of Bangladesh Bank to prevent fraud and corruption. All tiers of employees are continually trained on the issues.

Human capital:

CIL believes that Human capital is vitally important for the Company’s success. It is prime asset of the Company.

It is the stock of competencies, knowledge and personality attributes embodied in the ability to perform jobs as to produce economic value to the Company. Human capital can be increased through education, training and experience. Continental Insurance Limited has the following policy to increase human capital:

1. Establish and administer transparent policies that enable Company to develop and implement opportunities of recruitment, promotion, remuneration, benefits, rewards and recognition system, transfer and training and performance management system without any regard to age, sex, race, political belief and religion.

2. Create a climate of trust and support within the company which encourage the employees to work well together as a team and at the same time, to encourage them to be innovative and creative in order to achieve company goals.

3. Develop an effective internal communication and involvement mechanism which encourage employees to identify them with the company and its activities.

4. Adopt and institute a planned and systematic approach to anticipated changes and develop plans for preparing employees for technological and environmental changes


and accordingly Identify employees’ training and developmental needs and provide them with necessary development opportunities for them to advance in their career.

5. Ensure that the employment opportunities conform to the established and acceptable practices of the country.

6. Ensure that there are proper manpower planning and forecasting system in place to ensure that there will be enough people with the right skills and talents to meet company’s current and future growths and needs

7. Ensure that people with high capabilities proven by track record reach key management positions regardless of their sex, religion, cast creed, and more importantly age and seniority in addition to putting in place succession plans for all senior management positions in the company.

Communication to shareholders and stakeholders

Continental Insurance Limited is committed to provide a high standard of communication to its shareholders and other investors so that they can have all information reasonably required to make informed assessments of the company’s value and prospects. Some information needs to be communicated immediately in the form of price sensitive information, for which suitable procedures are in place.

Directors of the Company normally attend the Annual General Meeting and shareholders are invited to ask questions during the meeting and to meet Directors after the formal proceedings have been concluded. The Directors appreciate the importance of general shareholders of the Company and use the Company’s Annual General Meeting as further opportunities to communicate with them.

It is the company’s policy to give the shareholders the opportunity at Annual General Meeting to ask questions about its activities and prospects. The Board also so arranges that shareholders can vote separately on each matter, by proposing separate resolutions for each item to be considered. As in past years, the Chairman of the Company is available to answer questions from shareholders at the Annual General Meeting.

The Company also maintains a corporate website www.cilbd.com containing a wide range of information of the Company. The website is updated on regular basis.

MANAGEMENT REVIEW AND RESPONSIBILITIES

The Management of the company is responsible for planning, organizing, staffing, directing, and controlling in order to accomplish the Company’s strategic goals. A sound corporate management needs a range of skills and understanding to be able to deal with various business issues. It needs to be of sufficient size and have an appropriate level of commitment to fulfill its responsibilities and duties. The Management is responsible for managing and controlling the company’s business and day-to-day operations with the aim of securing significant and sustained increase in the value of the company for its shareholders. The Management also has to ensure that the company’s operations are in compliance with the laws and regulations.

It is the Management of who is responsible for establishing and maintaining proper internal control system, the Management having designed such control or caused such control to be designed under its supervision. The Management also has to evaluate the effectiveness of the Company’s internal control system and satisfy that the internal control system were effective as of the end of the period under review.

Moreover the management of the Company shall:

1. Demonstrate its commitment to the establishment, implementation, assessment and continual improvement of the management system and allocate adequate resources to carry out these activities.

2. Communicate to individuals the need to adopt to these individual values, Company’s values and behavioral expectations as well as to comply with the requirements of the management system.

3. Foster the involvement of all individuals in the implementation and continual improvement of the management system.

4. Ensure that it is clear when, how and by whom decisions are to be made within the management system and that measurable objectives for implementing the goals, strategies and plans are established through appropriate processes at various levels in the organization.

5. Ensure that the implementation of the plans is regularly reviewed against these objectives and that actions are taken to address deviations from the plans where necessary.

6. Determine the amount of resources necessary and provide resources to carry out the activities of the organization.

7. Establish, implement, assess and continually improve the management system.

8. Determine competence requirements for individuals at all levels and provide training or take actions to achieve the required level of competence. An evaluation of the effectiveness of the actions taken shall be conducted; suitable proficiency shall be achieved and maintained.

9. Ensure that individuals are competent to perform their assigned work and that they understand the consequences for safety of their activities.

10. Ensure that Individuals shall have received appropriate education and training, and shall have acquired suitable skills, knowledge and experience to ensure their competence.

11. Determine, provide, maintain and re-evaluate the infrastructure and the working environment necessary for work to be carried out in a safe manner and for requirements to be met.



Name & DesignationTelephone, Mobile

Fax & EmailBranch Name & Address

MR. GOLAM KAMAL CHOWDHURYAdditional Managing Director & Head of Branch

Mob : 01713370169 Tel : 223356758, 9553853 Fax : 9554602 Email : [email protected]

Dilkusha Branch Baitul Hossain Building 27, Dilkusha C/A (8th Floor) Dhaka-1000.

MR. NURUZZAMANAdditional Managing Director & Head of Branch

Mob : 01713370208 Tel : 7645487 Email : [email protected]

Narayangonj Branch 43, S.M. Maleh Road (2nd Floor) Tan Bazar, Narayangonj.

MRS. NAZNIN SULTANADeputy Managing Director & & Head of Branch

Mob : 01741601999 Tel : 222293730 Email: [email protected]

Gulshan/Baridhara Branch Urban Rose, House No.-61, Flat No.-4A, Road No.-24, Gulshan-1, Dhaka.

MR. MD. ABUL BASHAR CHOWDHURYDeputy Managing Director &Head of Branch

Mob : 01713370192 Tel : 9613839 Fax : 9669671 Email : [email protected]

New Market Branch Khan Plaza, 32/1, Mirpur Road, Dhaka.

MR. KH. ROKIB HOSSAINDeputy Managing Director &Head of Branch

Mob : 01713040904 Tel & Fax : 9570384 Email : [email protected]

Jatrabari Branch Dr. Chemical Building (7th Floor), 44, Dilkusha C/A, Dhaka-1000.

MR. FARUKH AHMED Deputy Managing Director &Head of Branch

Mob : 01713370150 01713370213 Tel : 9451568 Email : [email protected]

Narsingdi Branch Mizan Market (2nd Floor) 2 No. C & B Road, Narsingdi.

MR. M. A SABURDeputy Managing Director &Head of Department


Mohakhali Branch Advanced Noorani Tower (13th floor) 1 Mohakhali C/A, Dhaka-1212

BRANCH NAME & ADDRESS

DHAKA DIVISION




MR. MD. MOSTAFA SOROWARExecutive Director &Head of Branch

Mob : 01715002212 Tel : 9570384-5, Fax : 9570385 Email : [email protected]

Motijheel Branch Dr. Chemical Building (7th Floor), 44, Dilkusha C/A, Dhaka-1000.

MR. MD. REZAUL KADIRSenior Executive Vice President & Head of Branch

Mob : 01713370190 Tel/Fax : 9568889 Email : [email protected]

B.B. Avenue Branch Don Plaza (8th Floor) 9. B.B. Avenue, Dhaka.

MR. MAHMUD HOSSAINExecutive Vice President & Head of Branch


Kawran Bazar Branch Zeenat Bhaban, (4th floor) 41/1, Kazi Nazrul Islam Avenue, Dhaka-1215.

MR. MD. ENAMUL HAQUE FARUKExecutive Vice President &Head of Branch

Mob : 01713370187 Tel : 57314631, Fax : 57341102 Email : [email protected]

Imamgonj Branch 18, Roy Ishwar Chandra Shill Bahadur Street (3rd Floor), Imamgonj, Dhaka.

MR. S.M. MONIRUL ISLAM CHISTYSenior Vice President &Head of Branch


Savar Branch Jahangir Super Market (2nd Floor) C-95/2, Majidpur, Savar, Dhaka.

MR. ABUL KALAM AZADVice President & Head of Branch

Mob : 01713370200 Tel & Fax: 58953513 Email : [email protected]

Uttara Branch Rajlaksmi Shopping Complex (4th Floor), Uttara Model TownDhaka.

DHAKA DIVISION





MR. SK MD. SALAHUDDINVice President & Head of Branch

Mob : 01715309350 01911276879 Tel/Fax : 9860326 Email : [email protected]

Pragati Sarani Branch Kha/187 (1st Floor), Pragati Sarani Maddha Badda, Dhaka-1212.

MR. MD. ABDUL MOTALIBSenior Assistant Vice President & Head of Branch


Banasree Branch Kazi Villa, 375, East Rampura, D.I.T Road, Dhaka-1219.

MR. MD. SHAFIQUL ISLAMSenior Assistant Vice President & Head of Branch

Mob : 01761532337 01710952838 Email : [email protected]

Tangail Branch House-1/A, Nahar Nursing Home Road, Zila Sadar Road, Akurtakur Para, Tangail.

MR. K. M. ANWAR HOSSAINAssistant Vice President &Head of Branch

Mob : 01713370173Tel : 58312628 9339369 Email : [email protected]

VIP Road Branch Thana Market (1st Floor), Kalibari, Kishoregonj.

MR. MD. ANISUR RAHMANAssistant Vice President &Head of Branch

Mob : 01713370218 Email : [email protected]

Kishoregonj Branch Thana Market (1st Floor), Kalibari, Kishoregonj.

DHAKA DIVISION




MR. MD. MOIN UDDINExecutive Director & Head of Branch

Mob : 01731580897 01819371246 Tel : 031- 725672 Fax : 031- 721130 Email : [email protected] [email protected]

Agrabad Branch & Zonal Office Al-Islam Chamber (1st Floor), 91, Agrabad C/A, Chittagong.

MR. ERROL ARTHUR DIASExecutive Vice President &Head of Branch

Mob : 01720199133 Tel : 031-625406 Email : [email protected]

Khatungonj Branch 678, Shah Amanat Mazar Road, Shah Amanat Mazar Gate, Kotwali, Chittagong.

MR. MD. MURAD MAJUMDERVice President & Head of Branch


Comilla Branch. Khan Mansion (3rd Floor), Chhati Patty, Rajgonj, Comilla.

MR. MOHAMMAD EKRAMUL HOQUEManager & Head of Branch

Mob : 01818573249 01747388389 Email : [email protected]

Feni Branch Osman Tower 321, S.S.K Road, Mohipal, Feni Municipality, Feni.

MR. MD. KAMRUL AHASANAssistant Vice President &Head of Branch

Mob : 01712604840 Tel & Fax : 091- 66085 Email : [email protected]

Mymensingh Branch 30/1, C.K. Gosh Road, Mymensingh.

MR. MD. ANISUZZAMANManager & Head of Branch


Jamalpur Branch Shawdagar Bhaban (2nd Floor), Station Road, Jamalpur.

CHITTAGONG DIVISION


MYMENSINGH DIVISION




MR. S.M. ABDUL KHALEQUEAdditional Managing Director & Head of Branch

Mob : 01713200952 Tel : 0721-771029 Fax : 0721-812565 Email : [email protected]

Rajshahi Branch & Divisional Office Giash Plaza (1st Floor), Moon Studio, Shaheb BazarRajshahi.

MR. MD. ABDUL JABBER FOKIRSenior Assistant Vice President & Head of Branch


Pabna Branch A.U. Centar (3rd Floor), Sonapotti, Pabna.

MR. MD. ABDUS SALAMAssistant Vice President &Head of Branch

Mob : 01712157935 01713370237 Tel : 0741-62199 Email : [email protected]

Naogaon Branch Old Krishi Bank Bhaban, Hotel Patty, Naogaon.

MR. MD. ABDUR RAHMANDeputy Manager & Head of Branch (cc)


Sylhet Branch Abdur Rahman Building (3rd Floor) 1700 Laldighirpar,New Market, Sylhet.

RAJSHAHI DIVISION

SYLHET DIVISION




MR. MD. FARUQ-UZ-ZAMANAdditional Managing Director & Head of Branch

Mob : 01713307216 Tel & Fax : 071-61238 Email : [email protected]

Kushtia Branch Lovely Tower,(8th Floor), 55/1, Shiraj-Ud-Dowla Road, Kushtia.

MR. S. M. ABU HANIFDeputy Managing Director & Head of Branch

Mob : 01713370146 Tel : 0244111288 Fax : 041-2830223 Email : [email protected]

Khulna Branch Chamber Mansion, (2nd Floor) 5, KDA C/A, Khulna.

MR. AHSAN HABIBExecutive Vice President &Head of Branch


Satkhira Branch Tufan Company Mour (Infront of Islami Bank) (1st Floor) Satkhira.

MR. MD. SHAFIQUL KABIRSenior Assistant Vice President & Head of Branch


Jessore Branch Jess Tower(2nd floor), Room # 305, M.K. Road, Jessore.

MR. MD. ZAHIRUL ISLAM Assistant Vice President &Head of Branch


Chuadanga Branch Malik Tower (Level - 05), Flat No-5/B, Chuadanga Sadar, Chuadanga.

MR. MD. NUR-E-ALAMExecutive Vice President Head of Branch


Barisal Branch 15, Parara Road(1st floor), (Opposite side of Surabhi Launch Counter), Barisal.

KHULNA DIVISION

BARISAL DIVISION





MR. AHSAN HABIB CHOWDHURYExecutive Vice President & Head of Branch


Dinajpur Branch Munshipara, Dinajpur.

MR. MD. EZAZUL HOQUEAssistant Vice Pesident &Head of Branch


Thakurgaon Branch Hamid Super Market (1st Floor) Bangabandhu Sarak, Thakurgaon.

MR. MD. FEROZE RAYHANManager & Head of Branch

Mob : 01713370226 Tel : 0521-61927 Fax : 0521-61585 Email : [email protected]

Rangpur Branch Motahar Commercial Complex, G.L. Roy Road, Rangpur.

RANGPUR DIVISION


Interest andother income

Gross Premium

Commission onRe-insurance ceded

Net ClaimRe-insurance PremiumManagement ExpenseCommission Un-expired Risk AdjustmentProvision for Income TaxProfit available for DistributionReserve for Exceptional Losses

Value Added Amount in Taka Distribution of Value Addition Amount in Taka

Gross Premium 569,660,438 Net Claim 31,920,299

Commission onRe-insurance ceded 49,054,131

Re-insurance Premium 248,173,984

Management Expense 171,902,025

Interest and other income 26,223,424 Commission 77,811,025

Un-expired Risk Adjustment 31,509,839

Provision for Income Tax 22,722,691

Profit available for Distribution 42,898,131

Reserve for Exceptional Losses 18,000,000

Total Valu Added 644,937,993 Total 644,937,993

VALUE ADDED STATEMENTFor the Year Ended December 31, 2020


gmnimemberan association oflegallyindependentaccounting firms

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INDEPENDENT AUDITORS’ REPORT TO THE SHAREHOLDERS OF CONTINENTAL INSURANCE LIMITED

REPORT ON THE AUDIT OF THE FINANCIAL STATEMENTS

Opinion

We have audited the financial statements of CONTINENTAL INSURANCE LIMITED (the Company), which comprise the Statement of Financial Position as at 31 December 2020, the Statement of profit or loss and otherComprehensive Income, Profit or Loss Appropriation, Consolidated & Specific Class of Business Revenue Accounts, Statement of Changes in Equity and Statement of Cash Flows for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, except for the matters discussed in the Basis for Qualified Opinion section of this report, the accompanying financial statements present fairly, in all material respects, the financial position of the company as of 31 December 2020, and its financial performance and its cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Insurance Act 2010, the Insurance Rules 1958, the Securities and Exchange Rules 1987 and other applicable laws and regulations.

Basis for Qualified Opinion

1. There Company did not consider Deferred Tax Gain of BDT 8,57,644 when calculating Earnings Per Share (EPS) resulting in a clerical error. Without this error, the EPS would increase from BDT 1.29 to BDT 1.31.

We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditors’ Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company in accordance with the International Ethics Standards Board for Accountants’ Code of Ethics for Professional Accountants (IESBA Code) together with the ethical requirements that are relevant to our audit of the financial statements in Bangladesh, and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of Matter

We draw attention to Note 11.01 of the financial statements, which describes matters related to implementation of investment policy for non-life insurance companies as issued by the IDRA. Our opinion is not modified in respect of this matter.

Key Audit Matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the consolidated and separate financial statements of the current period. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

CONTINENTAL INSURANCE LIMITED


INDEPENDENT AUDITORS’ REPORT

Key Audit Matter How our audit addressed the key audit matters

PREMIUM INCOME

Premium income is the most significant item in the statement of profit and loss & profit and loss appropriation account. The Company has reported gross premium of Taka 569,660,438 for the ended 31 December 2020 (Taka 524,141,174 for the year ended 31 December 2019).

Gross general insurance premium comprises the total premium received during the accounting period for the entire period of coverage for which insurance policy has been issued by contracts with Continental Insurance Limited.

Given the important nature, connections to other items on the financial statements, the sensitivity of the item and the importance to key stakeholder’s of the Company, we believe this area possess high level of risk.

The procedures that were performed in order to mitigate this risk are listed below:

► Carried out analytical procedures and recalculated premium for the period.

► Carried out cut-off testing to ensure unearned premium income has not been included in the premium income reported in the year.

► On a sample basis, reviewed policy to ensure appropriate policy stamp was affixed to the contract and the same has been reflected in the premium register.

► Tested on a sample basis that the premium has been deposited in the designated bank account. For each sample, we also tested whether appropriate VAT was collected and deposited to bank.

► For a sample of insurance contracts, tested to see if appropriate levels of re-insurance was done and whether the re-insurance was deducted from the gross premium.

► Applying judgment, assessed whether there is any impairment of the re-insurer.

► Assessed the appropriateness, presentation and disclosure against relevant accounting standards, Insurance Act 1938 (as amended in 2010), Insurance Rules 1958 and other applicable rules and regulations and regulatory guidelines.

Details of Premium Income have been included in Note 18 and Annexure- Cto the financial statements.

Audit Ref# GKC/20-21/A/248


IMPLEMENTATION OF IFRS 16 LEASES

With reference to the financial statements, IFRS 16 Leases becomes effective for annual reporting begin-ning on or after 01 January 2019 which replaces the existing International Accounting Standard 17 Leases. Continental Insurance Limited has implemented the modified retrospective approach for the transition accounting. The Company reported a Right of Use Asset and Lease Liability worth BDT 16,462,861on the Statement of Financial Position.

We obtained an understanding of the management’s process for implementing IFRS 16 Leases, including financial controls designed by the management to mitigate the risks assessed by us independently. We tested those relevant con-trols and adopted a control rely strategy. Furthermore, to mitigate the inherent risk in this audit area, our audit approach included testing of the controls and substantive audit procedures, including:

► Obtained and read the accounting policy for compliance with IFRS 16 Leases;

► Obtained listing of all contracts from the management and tested thecontracts on a sample basis for impact under IFRS 16 Leases. In respect of the contracts selected for testing;

► Obtained and assess the borrowing rates;

► Tested the assumptions used in the calculation model for the sample contractsselected for testing;

► Assessed the disclosures within the financial statements.

Details of IFRS 16 Leases have been includedin Note 16 to the financial statements.



ESTIMATED LIABILITY IN RESPECT OF OUTSTANDING CLIAMS WHETHER DUE OR INTIMATED ANS CLAIM PAYMENT

This amount represents the claim due or intimated from the insured and involves significant judgment and risk of understatement. As at December 31, 2020, the reported balance under the head of estimated liability in respect of outstanding claims whether due or intimated was Taka 14,803,901 and Claims paid in the year ended December 31, 2020 was Taka 24,557,634 (outstanding claims as at December 31, 2019 was Taka 7,441,236 and claims paid for the year ended December 31, 2019 was Taka 95,233,276).

This provision has a direct impact on the profitability and liquidity of the Company which makes it an important item for key stakeholders. Considering its impact on multiple line items on the financial statements, its sensitivity and importance to key stakeholders, we believe this area possesses high level of risk.

The procedures that were performed in order to mitigate this risk are listed below:

► Obtained an understanding of the internal controls around this financial statement line item. This allowed us to gain a better understanding of the process as well as design better substantive procedures.

► Obtained samples of claimed policies and cross checked with claim.

► For samples selected, obtained copies of survey reports and cross checked with respective ledgers.

► Reviewed the claim committee meeting minutes about decision about impending claims

► Tested sample of claim payments with intimation letter, survey report, bank statement, claim payment register and general ledger.

► Assessed the appropriateness, presentation and disclosure against relevant accounting standards, Insurance Act 1938 (as amended in 2010), Insurance Rules 1958 and other applicable rules and regulations and regulatory guidelines.

Details of Estimated Liability have been included in Note 7.00 to the financial statements.

Other Information

Management is responsible for the other information. The other information comprises all of the information in the Annual report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information.Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Responsibilities of Management and Those Charged with Governance for the Financial Statements and Internal Controls

Management is responsible for the preparation and fair presentation of the financial statements in accordance with IFRSs, the Companies Act 1994, the Insurance Act 2010, the Insurance Rules 1958, the Securities and Exchange Rules 1987 and other applicable laws and regulations and for such internal control as management determines is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, management is responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless management either intends to liquidate the Company or to cease operations, or has no realistic alternative but to do so.

Those charged with governance are responsible for overseeing the Company’s financial reporting process.



INDEPENDENT AUDITORS’ REPORT

Auditor’s Responsibilities for the Audit of the Financial Statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional skepticism throughout the audit. We also:

► Identify and assess the risks of material misstatement of the financial statements,whether due to fraud or error, design and perform audit procedures responsive to thoserisks, and obtain audit evidence that is sufficient and appropriate to provide a basis forour opinion. The risk of not detecting a material misstatement resulting from fraud ishigher than for one resulting from error, as fraud may involve collusion, forgery,intentional omissions, misrepresentations, or the override of internal control.

► Obtain an understanding of internal control relevant to the audit in order to design auditprocedures that are appropriate in the circumstances.

► Evaluate the appropriateness of accounting policies used and the reasonableness ofaccounting estimates and related dis-closures made by management.

► Conclude on the appropriateness of management’s use of the going concern basis ofaccounting and, based on the audit evidence obtained, whether a material uncertaintyexists related to events or conditions that may cast significant doubt on the Company’sability to continue as a going concern. If we conclude that a material uncertainty exists,we are required to draw attention in our auditor’s report to the related disclosures in thefinancial statements or, if such disclosures are inadequate, to modify our opinion. Ourconclusions are based on the audit evidence obtained up to the date of our auditor’sreport. However, future events or conditions may cause the Company to cease tocontinue as a going concern.

► Evaluate the overall presentation, structure and content of the financial statements,including the disclosures, and whether the financial statements represent the underlyingtransactions and events in a manner that achieves fair presentation.

We communicate with those charged with governance regarding, among other matters, theplanned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical requirements re-garding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of most significance in the audit of the financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstanc-es, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.


Report on other Legal and Regulatory Requirements

In accordance with the Companies Act 1994, the Insurance Act 2010, the Insurance Rules 1958, the Securities and Exchange Rules 1987 and relevant notifications issues by Bangladesh Securities and Exchange Commission, we also report that:

a) We have obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purpose of our audit and made dueverification thereof;

b) In our opinion, proper books of accounts, records and other statutory books as requiredby law have been kept by the Company so far as it appeared from our examinations ofthose books;

c) The Company management has followed relevant provisions of laws and rules inmanaging the affairs of the Company and proper books of accounts, records and otherstatutory books have been properly maintained and (where applicable) proper returnsadequate for the purposes of our audit have been received from branches not visited byus;

d) As per section 63(2) of the Insurance Act 2010, in our opinion to the best of ourknowledge and belief an according to the information and explanation given to us, allexpenses of management wherever incurred and whether incurred directly or indirectly,in respect of insurance business of the company transacted in Bangladesh during theyear under report have been duly debited to the related Revenue Accounts and theStatement of Comprehensive Income of the Company;

e) We report that to the best of our information and as shown by its books, the companyduring the year under report has not paid any person any commission in any form,outside Bangladesh in respect of any its business re-insured abroad;

f) The Statement of Financial Position, Statement of Comprehensive Income, Profit andLoss Appropriation Account, related Revenue Accounts, Statement of Changes in Equityand Statement of Cash Flows of the Company together with the an-nexed notes dealtwith by the report are in agreement with the books of account and returns; and

g) The expenditure was incurred for the purpose of the Company’s business.

Date: Dhaka, 12th April, 2021 A.K. Gulam Kibria, FCA (#392)Engagement Partner

G. KIBRIA & CO., Chartered AccountantsDVC: 2104270392AS833072

(A.K.M. Azizur Rahman) (Imtiaz Bin Musa) Chairman Vice-Chairman



STATEMENT OF FINANCIAL POSITIONAs At December 31, 2020

PARTICULARS Notes 2020 2019

Taka Taka

SHARE CAPITAL: AUTHORISED: 60,000,000 Ordinary Shares of Tk. 10 Each 3.01 600,000,000 600,000,000 ISSUED, SUBSCRIBED AND PAID UP: 4,00,05,107 / ordinary Shares of Tk. 10 Each 3.02 400,051,070 381,001,020 Share Premium 45,375,000 45,375,000 RESERVED OR CONTINGENCY ACCOUNT: 4.00 348,419,480 321,528,720 Profit & Loss Appropration Account 42,898,131 39,921,573 General Reserve 5,000,000 5,000,000 Share Fluctuation Fund 8,288,246 8,288,246 Reserve for exceptional losses 276,064,160 258,064,160 Reserve for Fair Value of share (14,141,390) (20,055,592)Reserve on Disposal of building 30,310,334 30,310,334 BALANCE OF FUNDS & ACCOUNTS: 5.00 130,966,319 99,456,479 Fire Insurance Business Account 33,423,135 36,069,996 Marine Insurance Business Account 67,175,723 36,741,335 Motor Insurance Business Account 23,274,519 21,774,599 Misc. Insurance Business Account 7,092,942 4,870,549 DEPOSIT PREMIUM 6.00 12,511,235 1,642,057 LIABILITY & PROVISIONS: 16,355,502 9,364,091 Estimated liabilities in respect of outstanding claims whether due or intimated 7.00 14,803,901 7,441,236 Amount due to other persons or bodies carrying on insurance business 8.00 1,551,601 1,922,855 SUNDRY CREDITORS 9.00 172,345,393 212,741,781 Lease Liability 16.00 16,462,861 23,743,268 Deferred Tax 10.00 2,657,923 3,515,567 Total: 1,145,144,784 1,098,367,983

Net Assets Value Per Share -Restated 22.00 19.84 18.70 The annexed notes form an integral part of these Financial Statements (0)

Dated: Dhaka12 April 2021

K.M. Alamgir (Hasan Tarek) G. KIBRIA & CO. Director ChiefExecutiveOfficer(C.C) Chartered Accountants DVC: 2104270392AS833072



STATEMENT OF FINANCIAL POSITIONAs At December 31, 2020


Taka Taka

INVESTMENT: 11.00 62,857,987 57,578,714 Government Treasury Bond 11.01 25,000,000 25,558,587 Investment in Shares 11.02 37,857,987 32,020,127 Interest, Dividend & Rent (Accrued but not due) 9,061,134 12,109,017 AMOUNT DUE FROM OTHER PERSONS OR BODIES CARRYING ON INSURANCE BUSINESS 12.00 164,971,368 180,223,193 SUNDRY DEBTORS 13.00 289,066,953 239,816,849 CASH IN HAND & BANK: 14.00 481,243,518 455,523,029 Fixed Deposit with Banks 14.01 396,000,000 390,000,000 Currents & STD Account with Banks 71,653,637 49,639,300 CASH in hand 11,664,755 13,543,350 Stamp in hand 1,925,126 2,340,379 OTHER ACCOUNTS: 137,943,824 153,117,181 Fixed Assets (at cost less Depreciation) 15.00 120,804,880 128,480,955 Stock of Printing Materials at cost 676,083 892,959 Right-of-Use Asset 16.00 16,462,861 23,743,267 Total: 1,145,144,784 1,098,367,983

Net Assets Value Per Share -Restated 19.84 18.70

Signed as per our separate report of even date.





Taka Taka

Management Expenses (Not applicable to any Fund or Account) 5,023,202 5,988,066 Advertisement & publicity 373,202 1,318,066 Incentive Bonus 4,500,000 4,500,000 Employees Special benefit 150,000 170,000

Depreciation/ Loss of Investment 7,905,594 8,520,265

Other Expenses 22,547,859 24,399,915

Directors Fee 19.00 1,091,200 1,272,000 Director TA 103,600 518,000 Registration & Renewal Fees 602,764 713,670 Donation & Subscription 1,027,680 2,017,852 Legal & Professional Fees 621,001 425,250 Rates, Taxes & Levies 100,000 562874 Company Contribution to P.F. 3,628,411 2,989,311 Paid to Gratuity Fund 4,000,000 2,800,000 Interest Expenses 7,283,235 13,100,958 WPPF 4,089,968 -

Total Expenses 35,476,655 38,908,246

Balance for the year Carried to Profit & Loss App. 81,799,350 88,506,769

TOTAL 117,276,005 127,415,015


Taka Taka

Reserve for exceptional losses 18,000,000 10,000,000

Provision for the Taxation 23,580,335 13,512,772

Deferred Tax 10.00 (857,644) 1,068,860

Dividend (for the year 2019 & 2018respectively) 38,100,102 36,285,812

Reserve from Disposal of building - 30,310,334

Balance available 42,898,131 39,921,573

Total: 121,720,923 131,099,351

EPS-Restated (Note 21) 1.29 1.75

The annexed notes form an integral part of these Financial Statements


STAATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor the year ended December 31, 2020

PROFIT AND LOSS APPROPRIATION ACCOUNTFor the year ended December 31, 2020




STAATEMENT OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOMEFor the year ended December 31, 2020


Taka Taka

Interest, Dividend & Rents: (Not applicable to any particular Fund or Account) 24,401,953 75,134,051

Interest Received 17.01 22,866,043 26,891,114

Dividend Income 17.02 779,537 1,046,154

Gain from share trade 17.03 756,373 881,303

Gain from sale of Car sale 17.04 - 1,979,008

Gain from disposal of building 17.05 - 44,336,472

Revenue Profit 92,874,052 52,280,964

Fire Reveue Account 18,566,568 (4,228,053)

Marine Revenue Account 68,386,490 42,055,753

Marine Hull Revenue Account (9,819,060) (2,828,281)

Motor Revenue Account 13,745,566 31,535,825

Miscellaneous revenue Account 1,994,488 (14,254,280)

TOTAL 117,276,005 127,415,015


Taka Taka

Balance broughtforward from last year 39,921,573 42,592,581 Net Profit for the year brought down 81,799,350 88,506,769 Total: 121,720,923 131,099,350





Taka Taka

Claims under policy less Re-Insurance: 31,920,299 93,203,177 Paid during the year 24,557,634 95,233,276 Add: Total estimated liabilities in respect of outstanding claim at the end of the year 14,803,901 7,441,236 Less: Outstanding claim at the end of the previous year (7,441,236) (9,471,335) Expenses of Management (Note-20.00) 136,425,370 131,043,954 Agency Commission 77,811,025 67,121,117 Profit transfered to Profit & Loss account 92,874,052 52,280,964 Balance of account at the end of the year as shown in the Balance Sheet 130,966,319 99,456,480 TOTAL 469,997,065 443,105,692



CONSOLIDATED REVENUE ACCOUNT For the year ended December 31, 2020




CONSOLIDATED REVENUE ACCOUNT For the year ended December 31, 2020


Taka Taka

Balance of Account at the beginning of the year: Reserve for Unexpired Risks 99,456,480 130,207,373 Premium Less Re-Insurance 321,486,454 247,724,949 Commission on Re- Insurance Ceded 49,054,131 65,173,370 TOTAL 469,997,065 443,105,692

Signed as per our separate report of even date





Taka Taka

Claims under policy less Re-Insurance: 5,947,214 68,594,743 Paid during the year 3,812,048 70,828,334 Add: Total estimated liabilities in respect of outstanding claims at the end of the year whether due or intimated 4,413,931 2,278,765 Less:Outstanding claim at the end of the previous year (2,278,765) (4,512,356) Expenses of Management 56,556,678 64,407,025 Agency Commission 30,932,196 33,047,746

Profit transfered to Profit & Loss account 18,566,568 (4,228,053) Balance of account at the end of the year as shown in the Balance Sheet: Reserve for Unexpire risks, being 40% of the Fire premium income of the year 33,423,135 36,069,996 TOTAL 145,425,791 197,891,457



FIRE BUSINESS REVENUE ACCOUNT For the year ended December 31, 2020




FIRE BUSINESS REVENUE ACCOUNT For the year ended December 31, 2020


Taka Taka

Balance of Account at the beginning of the year: Reserve for Unexpired risks 36,069,996 62,479,891 Premium Less Re-Insurance 83,557,837 90,174,990 Commission on Re- Insurance Ceded 25,797,958 45,236,576 TOTAL 145,425,791 197,891,457






Taka Taka

Claims under policy less Re-Insurance: 16,739,949 8,435,607 Paid during the year 15,675,345 7,316,802 Total estimated liabilities in respect of outstanding claim at the end of the year whether due or intimated 3,195,767 2,131,163 Less:Outstanding claim at the end of the previous year (2,131,163) (1,012,358) Expenses of Management 17,693,452 16,256,677 Agency Commission 8,523,330 8,125,581 Profit transfered to Profit & Loss account 13,745,566 31,535,825 Balance of account at the end of the year as shown in the Balance Sheet:Reserve for Unexpire risks, being 40% of the Motor premium income of the year 23,274,519 21,774,599 TOTAL 79,976,816 86,128,289


MOTOR BUSINESS REVENUE ACCOUNT For the year ended December 31, 2020




MOTOR BUSINESS REVENUE ACCOUNT For the year ended December 31, 2020


Taka Taka

Balance of Account at the beginning of the year: Reserve for Unexpired risks 21,774,599 31,691,792 Premium Less Re-Insurance 58,186,297 54,436,497 Commission on Re- Insurance Ceded 15,920 - TOTAL 79,976,816 86,128,289





PARTICULARS CARGO HULL2020 2019

Taka Taka

Claims under policy less Re-Insurance: 4,128,786 3,801,902 7,930,688 1,925,133 Paid during the year 3,171,519 1,008,889 4,180,408 1,109,574 Total estimated liabilities in respect of outstanding claimat the end of the year whether due or intimated 2,180,324 3,913,879 6,094,203 2,343,923 Less:Outstanding claim at the end of the previous year (1,223,057) (1,120,866) (2,343,923) (1,528,364) Expenses of Management 42,523,764 6,773,258 49,297,022 34,800,091 Agency Commission 32,550,336 2,653,528 35,203,864 23,654,000 Profit transfered to Profit & Loss account 68,386,490 (9,819,060) 58,567,431 39,227,472 Balance of account at the end of the year as shown in the Balance Sheet: Reserve for Unexpire risks, being 40% of the marine cargo premium income and 100% of the Marine Hull Premium income of the year 63,222,828 3,952,895 67,175,723 36,741,336 TOTAL 210,812,205 7,362,523 218,174,728 136,348,032



MARINE BUSIENSS REVENUE ACCOUNTFor the year ended December 31, 2020




MARINE BUSIENSS REVENUE ACCOUNTFor the year ended December 31, 2020

PARTICULARS CARGO HULL2020 2019

Taka Taka

Balance of Account at the beginning of the year: Reserve for Unexpired risks 36,130,503 610,833 36,741,336 31,878,020 Premium Less Re-Insurance 158,057,071 3,952,895 162,009,966 90,937,090 Commission on Re- Insurance Ceded 16,624,631 2,798,795 19,423,426 13,532,922 TOTAL 210,812,205 7,362,523 218,174,728 136,348,032 Signed as per our separate report of even date





Taka Taka

Claims under policy less Re-Insurance: 1,302,448 14,247,694 Paid during the year 889,833 15,978,566 Total estimated liabilities in respect of outstanding claims at theend of the year whether due or intimated 1,100,000 687,385 Less:Outstanding claim at the end of the previous year (687,385) (2,418,257) Expenses of Management 12,878,218 15,580,161 Agency Commission 3,151,635 2,293,790 Profit transfered to Profit & Loss account 1,994,488 (14,254,280) Balance of account at the end of the year as shown in the Balance Sheet: Reserve for Unexpire risks, being 40% of the Miscellaneous premium income of the year 7,092,942 4,870,549 TOTAL 26,419,730 22,737,914



MISCELLANEOUS BUSINESS REVENUE ACCOUNTFor the year ended December 31, 2020




MISCELLANEOUS BUSINESS REVENUE ACCOUNTFor the year ended December 31, 2020


Taka Taka

Balance of Account at the beginning of the year: Reserve for Unexpired risks 4,870,549 4,157,670 Premium Less Re-Insurance 17,732,354 12,176,372 Commission on Re- Insurance Ceded 3,816,827 6,403,872 TOTAL 26,419,730 22,737,914


(A.K.M. Azizur Rahman) (Imtiaz Bin Musa) K.M. Alamgir (Hasan Tarek)Chairman Vice-Chairman Director ChiefExecutiveOfficer(C.C)

G. KIBRIA & CO. Chartered Accountants DVC: 2104270392AS833072



PARTICULARS Amount (Taka) Amount (Taka)

2020 2019

A. CASH FLOW FROM OPERATING ACTIVITIES: Collection from Premium & other Income 385,879,205 327,937,755 Management Expenses (215,218,721) (197,837,596) Claims (31,920,299) (93,203,177) Agency Commission (77,811,025) (67,121,117) Income Tax Paid or Deducted (14,577,762) (17,566,217) Net Cash Inflow from operating activities 46,351,398 (47,790,352) B. CASH FLOW FROM INVESTING ACTIVITIES: Purchases of Fixed Assets (229,519) (8,692,060) Sale of Motor Vehicle - 2,702,306 Sale of building - 48,751,000 Net Cash used in Investing activities (229,519) 42,761,246 C Cash flow from financing activities: Dividend Paid (20,401,390) (17,285,049) Net Cash Outflow from Financing Activities (20,401,390) (17,285,049) D Net Increase / Decrease in cash flow (A+B+C) 25,720,489 (22,314,155) E Opening Cash & Cash Equivalent 455,523,029 477,837,185 F Closing Cash & Cash Equivalent (D+E) 481,243,518 455,523,030 Net Operating Cash Flow Per Share -Restated ( Note:23.00) 1.16 (1.19)The annexed notes form an integral part of these Financial Statements.

Dated: Dhaka12th April, 2021

STATEMENT OF CASH FLOWAs on December 31, 2020





STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY For the year ended December 31, 2020

For the year ended 31 December 2020

ParticularsShare Capital Share

PremiumReserve for Exceptional

Losses

General Reserve

Share fluctu-ation Fund

Reserve for Fair Value of

Shares

Reserve for disposal of

building

Profit & Loss Appropria-

tion AccountTotal Taka

Balance at 1 January 2019 381,001,020 45,375,000 258,064,160 5,000,000 8,288,246 (20,055,592) 30,310,334 39,921,573 747,904,741

Profit after tax for the year 2020 - - - - - - - 59,076,660 59,076,660

Dividend paid 19,050,050 - - - - - - (38,100,102) (19,050,052)

Reserve for Fair Value of Shares - - - - - 5,914,202 - - 5,914,202

Appropriation made during the year - - 18,000,000 - - - - (18,000,000) -

Balance at 31 December 2020 400,051,070 45,375,000 276,064,160 5,000,000 8,288,246 (14,141,390) 30,310,334 42,898,131 793,845,551

For the year ended 31 December 2019

ParticularsShare Capital Share Premium Reserve for

Exceptional Losses

General Reserve

Share fluctua-tion Fund

Reserve for Fair Value of

Shares

Reserve for disposal of

building

Profit & Loss Appropriation

AccountTotal Taka

Balance at 1 January 2019 362,858,128 45,375,000 248,064,160 5,000,000 8,288,246 (2,604,222) 30,310,334 42,592,581 709,573,893

Profit after tax for the year 2019 73,925,138 73,925,138

Dividend paid 18,142,892 (36,285,812) (18,142,920)

Reserve for Fair Value of Shares (17,451,370) (17,451,370)

Appropriation made during the year 10,000,000 (10,000,000)

Reserve for disposal of building 30,310,334 (30,310,334)

Balance at 31 December 2019 381,001,020 45,375,000 258,064,160 5,000,000 8,288,246 (20,055,592) 30,310,334 39,921,573 747,904,741





NOTES TO THE FINANCIAL STATEMENTSFor the year ended December 31, 2020

1.00 BACK GROUND AND ACTIVITIES1.00 BACK GROUND AND ACTIVITIES

Continental Insurance Limited was incorporated as Public Limited Company on 12 December 1999 under the Companies Act, 1994 having registered office in Bangladesh. The Company obtained permission to commence Insurance business from Chief Controller of Insurance, Directorate of Insurance, Government of the Peoples Republic of Bangladesh on February 2000.The principal place of business of the Company is at Ideal Trade Centre (7th Floor), 102, Shahid Tajuddin Ahmed Sarani, Tejgaon, Dhaka-1208, Bangladesh which is also the registered office of the Company. The Company is engaged in General Insurance business within the meaning of Insurance Act.; 1938 subsequent amended Insurance Act, 2010 . The Company went into public issue during 2007 and its shares are listed with Dhaka Stock Exchange and Chittagong Stock Exchange.

2.00 SIGNIFICANT ACCOUNTING POLICIES & RELEVANT INFORMATION:2.00 SIGNIFICANT ACCOUNTING POLICIES & RELEVANT INFORMATION:

2.01 Basis of Preparation of Financial Statements.

(i) The financial statements have been prepared on a going concern basis under historical cost convention and in accordance with the requirements of the schedule to the Securities and Exchange Rules 1987and Insurance Act. 1938 as amended and the International Accounting Standards as adopted by the Institute of Chartered Accountants of Bangladesh particularly with regard to disclosure of accounting policies and relevant information in financial statements as well as accounting for property and depreciation thereon and the valuation of investments. Details of IFRS compliance is included in Annexure F

(ii) The Insurance Act, 1938 and amended Insurance Act, 2010 has prescribed formats for presenting accounts, accordingly the Balance Sheet has been prepared in the format [ Form-A ], set out in part I of the First Schedule, the revenue account of each class of business in the format [Form-A] given in part II of the Third Schedule, Profit or loss And Other Comprehensive Income and Profit & Loss Appropriation Account as per format [Form-B and C] prescribed in the part-II of the Second Schedule, other disclosure requirements are fully followed.

(iii) The accounts have been prepared on accrual basis of accounting

(iv) The cash flow statement has been prepared under direct method as per requirement of Securities and Exchange rules 1987.

2.02 Last years figures have been rearranged wherever necessary for comparison purposes.

2.03 Public Sector Insurance Business:

Insurance Premium relating to the Public Sector Business have been incorporated into Accounts for the 3rd & 4th quarter 2019 and 1st & 2nd quarter 2020.

2.04 Re-Insurance Accounts:

While preparing the Revenue Accounts necessary adjustments in respect of re-insurance ceded in Bangladesh have been duly given.

2.05 Reporting Currency:

The financial Statements are presented in Bangladesh currency (Taka) which have been rounded off to the nearest Taka.

2.06 Fixed Assets:

Fixed Assets are stated at cost less accumulated depreciation. Depreciation on Fixed Assets has been charged from the date of acquisition on reducing balance method at the rates varying from 10% to 25% depending on the estimated useful life of the assets consistent with the past practice. The rates of depreciation are furnished below:




The rates of depreciation are furnished below:

Category of Assets Rate of Depreciation

Furniture & Fixture 10%

Office Decoration 10%

Buildings 10%

Office Equipment 15%

Electrical Equipment 15%

Motor Vehicles 20%

Other Assets 25% 2.07 Investment:

Investment are stated at their acquisition cost for Government Treasury Bond and interest received at Balance Sheet date have been accounted for and investment in share has been shown at fair value.

2.08 Stock:

Stock of printing materials has been valued at cost or realizable value whichever is lower.

2.09 Classified Summary of Assets:

The value of all assets at December 31, 2020 has been shown in the Balance sheet and in the classified summary of assets on form “AA” annexed with the report have been reviewed and the said assets have been set forth in the Balance Sheet at amount not exceeding their realizable or market value in aggregate.

2.10 Taxation:

Income Tax Assessment of the Company has been completed up to Assessment year 2006-2007 & the assessment Year 2007-2008, 2008-2009 , 2009-2010,2010-2011, 2011-2012 , 2012-13, 2013-14, 2014-15 , 2015-16, 2016-17, 2017-2018 , 2018-2019 & 2019-2020 has been under process. Details Break-up have been shown in the Annexure-B.

Provision for income tax has been made @ 37.5% as per Income Tax Ordinance 1984 and subsequent ammendments made thereto and Finance Act 2020 of the profit made by the Company considering taxable add-back of income and disallowance of expenditure. A reconciliation between tax expense and the product of accounting profit multiplied by applicable tax rate is provided in Note-9.02 to the financial statements in line with paragraph 81 (c) of IAS 12.

2.11 Earnings per Share (EPS):

The Company calculates Earnings per share (EPS) in accordance with the “International Accounting Standards (IAS-33)”, Which was adopted by the Institute of Chartered Accountants of Bangladesh (ICAB). In ascertaining earning per share reserve for exceptional loss also incorporated after making provision for tax on the reserve.

2.12 Reserve for Exceptional Losses:

The Company set aside 5.6% if the net premium income (Tk 1,80,00,000/-) of the year as Reserve for Exceptional Losses to cover the liabilities for Insurance claims and other unforeseen losses. This is in line with Paragraph 6 of Fourth Schedule of Income Tax Ordinance 1984.

2.13 Revenue, Claims and and Expense Recognition:

1. Premium Income

Revenue are generated from premium income received against the insurance policies and by adjusted the deposit premium received against cover note and after adjustment re-insurance cost. Premium income is recognzied in the year in which the policy is issued. Re-insurance premium are deducted from the gross premium to present the net premium income from insurance business.




2. Re-insurance Commission

Re-insurance commission are recognized as revenue over the period in which the related services are performed.

3. Interest and Dividend Income Interest on FDR, STD Accounts and Dividend Income has been duly credited to the Statement of Profit or Loss and Comprehensive Income.

4. Gross Benefit & Claims General insurance and health claims include all claims during the year paid outstanding at the reporting along with related claims handling costs that are directly related to the processing and settlement of claims, a reduction for the value of salvage and other recoveries, and any adjustments to claims outstanding from previous years.

5. Reinsurance Claims Reinsurance Claims are recognized when the related gross insurance claim is recognized when the related gross insurance claims is recognized

2.14 Reserve for unexpired risks:

Before arriving at the surplus of each class of business necessary provision for unexpired risk have been created @ 40% on all business except Marine Hull & Aviation Business for which the provision was made @ 100% on net premium for the year under audit. During previous year provision for unexpired risk had been created @ 40% all business except Marine Hull & Aviation Business.

2.15 Employees’ Benefit Plan:

The company has been introduced Employees Contributory Providend Fund, Workers Profits Participation Fund, Leave Encashment, Gratuity etc. The Company’s gratuity scheme is an unfunded scheme and the fund is in the process of getting registered with the NBR. Currently the Company pays gratuity on a case by case basis and the amount paid is expensed in the statement of profit & loss. After registration with the NBR, the Company will calculate the fund liability and make the necessary provision.

2.16 Employees Details:

During the year under review 386 employees are employed for the full time. Information of the employees are given bellow:

Number of employees received salary more than Taka 3,000/= per month : N/A

2.17 Deferred Tax:

As per IAS-12 deferred tax liabilities are generally recognized for all taxable temporary difference. Accordingly tax liability is created & provided in the Profit & loss Appropriation Account. Computation has been made in note no-10.

2.18 Accounting for Lease for Office Rent (IFRS 16 Leases)

Continental Insurance Company as a leasee, recognizes Right-of-use (ROU) asset representing its right to use underlying leased assets and corresponding lease liability representing its obligation to make lease payments for office rent agreements with effect from 01 January 2019. The ROU asset and lease liability are recognized in the financial statements considering the incremental borrowing rate.

The ROU asset is depreciated using straight-line method from the beginning to the end of the useful life of the ROU asset or the end of the lease term. The lease liability is initially measured at the present value of lease payments that are adjusted for monthly payments. Details for lease liability and ROU asset are provided in Note 17. Lease payments are recorded to Profit and Loss Account as Depreciation and Finance charges. Details of rental expenses are included in Note 21.




2.19 Use of Estimates and Judgements

The preparation of financial statements require management to make judgements, estimates and assumptions that affect the application of accounting policies and reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognized in the period in which the estimates are revised in any future periods effected.

2.20 Related Party Disclosure:

The Company, in normal course of business, carried out a number of transactions with other entities that fall within the definition of related party contained in IAS-24: Related Party Disclosures. All transactions involving relating parties arising in normal course of business are conducted on an arm’s length basis at commercial rates on the same terms and conditions as applicable to the third parties. Details of the related party disclosures are provided below:

Name of the related Parties Relationship Nature of Transaction Premium Outstanding Claim

Anika International Director Insurance Business 1,234,610 560,000

Khansons Textile Ltd Director Insurance Business 68,050

Khansons Holdings Ltd Director Insurance Business 96,000

Khansons Lines Ltd Director Insurance Business 57,037

Promozen Shipping Lines Director Insurance Business 2,817,068 235,000

Bahadurpur Shipping Lines Director Insurance Business 1,403,124

Lira Polymer Industries Ltd Director Insurance Business 2,925,990

Lira Industrial Enterprise Ltd Director Insurance Business 7,209,739 101,800

Lira Doors Ltd Director Insurance Business 2,560,404 109,500

Total Taka. 18,372,022 - 1,006,300

As at 31 Dec 20 As at 31 Dec 19

BDT (TAKA) BDT (TAKA)3.00 SHARE CAPITAL3.00 SHARE CAPITAL

3.01 Authorized Capital: 60,000,000 Ordinary Shares of Tk 10/- each 6,000,000,000 6,000,000,000

3.02 Issued, Subscribed and paid up Capital: 400,051,070 381,001,020

Details are as follows:

Category of Shareholders

Particulars No. of Shareholders % of holding 2020 2019

Sponsor shareholders 12,906,119 32.26% 129,061,190 106,148,320

Public Shareholders 21,828,168 54.56% 218,281,680 190,365,160

Institution Shareholders 5,270,820 13.18% 52,708,200 84,487,540

Total: 40,005,107 100.00% 400,051,070 381,001,020

Classification of shareholders as per their holdings as on December 31, 2020





BDT (TAKA) BDT (TAKA)

(A) Sponsor’s Shareholdings

Class Interval No. of shares No of shareholder % of Total holding % of Total paid up capital

100000-500000 39,044 1 0.30% 0.10%

500001-1000000 7,769,586 9 60.20% 19.42%

1000001-1500000 3,587,516 3 27.80% 8.97%

1500001-2000000 1,509,973 1 11.70% 3.77%

Total 12,906,119 14 100.00% 32.26%

(B) Public Shareholdings


001-5000 4,764,059 4,101 21.83% 11.91%

5001-10000 3,260,258 433 14.94% 8.15%

10001-50000 7,456,694 364 34.16% 18.64%

50001-100000 2,268,382 31 10.39% 5.67%

100001-1200000 4,078,775 14 18.69% 10.20%

Total 21,828,168 4,943 100.00% 54.56%

(C) Institutional Shareholdings


001-5,000 209,911 120 3.98% 0.52%

5,001-10,000 277,618 39 5.27% 0.69%

10,001-50,000 1,658,167 68 31.46% 4.14%

50,001-00,000 1,347,973 19 25.57% 3.37%

100,001-400,000 1,319,151 7 25.03% 3.30%

400,001-3,000,000 458,000 1 8.69% 1.14%

Total 5,270,820 254 100.00% 13.18%

Grand Total 40,005,107 5,211






4.00 RESERVE FOR CONTINGENT ACCOUNT:4.00 RESERVE FOR CONTINGENT ACCOUNT: 348,419,480 321,528,720

A. Profit & Loss Appropriation account: (Undistributed profit upto Balance Sheet date) 42,898,131 39,921,572 B. General Reserve 5,000,000 5,000,000 C. Share Fluctuation Fund 8,288,246 8,288,246 D. Reserve for Exceptional Losses: Note 4.01 276,064,160 258,064,160 E. Fair Value Adjsutment (14,141,390) (20,055,592) E. Reserve on Disposal of building 30,310,334 30,310,334 Total Reserve for Contingent Account 348,419,480 321,528,720 4.01 Reserve for Exceptional Loss Opening Balance 258,064,160 248,064,160 Add: Reserve during the year: 18,000,000 10,000,000 Total Reserve for Exceptional Loss 276,064,160 258,064,160 5.00 BALANCE OF FUND & ACCOUNT:5.00 BALANCE OF FUND & ACCOUNT: 130,966,319 99,456,479

Fire insurance business account 33,423,135 36,069,996 Marine insurance business account 67,175,723 36,741,336 Motor insurance business account 23,274,519 21,774,599 Misc. insurance business account 7,092,942 4,870,549 Total Balance of Fund 130,966,319 99,456,479 6.00 DEPOSIT PREMIUM:6.00 DEPOSIT PREMIUM: 12,511,235 1,642,057

The above balance represents the premium and stamp duty received against cover notes for which policies have not yet been issued within December 31, 2020.

7.00 ESTIMATED LIABILITIES IN RESPECT OF OUTSTANDING CLAIMS WHETHER DUE OR INTIMATED: 7.00 ESTIMATED LIABILITIES IN RESPECT OF OUTSTANDING CLAIMS WHETHER DUE OR INTIMATED: 14,803,901 7,441,236 Fire Insurance Business 4,413,931 2,278,765 Marine Insurance Business 6,094,203 2,343,923 Motor Insurance Business 3,195,767 2,131,163 Miscellaneous Business 1,100,000 687,385 Total Outstanding Claims due or Intimated 14,803,901 7,441,236 8.00 AMOUNT DUE TO OTHER PERSON OR BODIES CARRYING ON INSURANCE BUSINESS:8.00 AMOUNT DUE TO OTHER PERSON OR BODIES CARRYING ON INSURANCE BUSINESS: 1,551,601 1,922,855 Opening balance 1,922,855 4,151,089 Additions during the year: - - Paid during the year: (371,254) (2,228,234) Total Amount due to other bodies carrying on Insurance Business 1,551,601 1,922,855






9.00 SUNDRY CREDITORS 9.00 SUNDRY CREDITORS 172,345,393 212,741,781 VAT on Insurance Premium 4,862,526 4,594,172 Audit fees Payable 1,055,750 926,500 Income Tax deduction at source 476,347 833,093 VAT Deduction at Source 254,887 1,319,507 Providend Fund Payable 2,658,539 1,300,798 Cash Credit Facilities Note-9.01 25,465,244 90,523,706 Unclaimed Dividend 1,005,760 2,357,098 Income tax Payable Note-9.02 97,084,279 79,832,922 Gratuity Payable 4,123,883 4,682,383 WPPF 24,220,385 20,130,417 Received against Car Purchase Scheme 1,788,515 1,741,186 Provision for Incentive bonus 4,500,000 4,500,000 Provision for Agency Commission 4,849,278 - Total Sundry Creditors 172,345,393 212,741,781 9.01 Cash Credit Facilities Name of the Bank A/C No. NCC Bank ,Moghbazar Branch,Dhaka A/C. 0011-0120011779 25,465,244 42,217,632 NCC Bank ,Moghbazar Branch,Dhaka A/C. 0011-0120013697 - 48,306,074 Total Cash Credit Facilities 25,465,244 90,523,706 9.02 Income Tax Payable Net Profit before Tax 81,799,350 88,506,770 Less: (19,535,910) (58,465,779) Reserve for exceptional losses 18,000,000 10,000,000 Interest from Government Treasury Bond - 2,201,850 Gain from Share trade 756,373 881,303 Dividend income 779,537 1,046,154 Gain from sale of Car - - Gain from Disposal of building - 44,336,472

Taxable Business Income 62,263,440 30,040,991 Tax Rate 37.50% 37.50% Corporate Tax on Business Income [A] 23,348,790 11,265,371 Corporate Tax on Other Source of Income [B] 231,545 2,247,401 Tax against Dividend (20%) 155,907 209,231 Tax on Share Trade (10%) 75,637 88,130 Tax on gain on Sale of Car (15%) - - Tax on Disposal of building - 1,950,040 Total Provision for Corporate Tax for the year [A+B] 23,580,335 13,512,773 Income Tax Payable: Opening Balance 79,832,922 71,755,745 Add: Provision for Taxation for the year 23,580,335 13,512,773 Less: Paid during the year U/S 74 (6,328,977) (5,435,596) Less: Payment of Advance Income Tax U/S-64 - - Total Tax Payable 97,084,279 79,832,922






10.00 DEFERRED TAXES 10.00 DEFERRED TAXES 2,657,923 3,515,567 Written down value of Fixed Assets as per balance sheet 120,804,880 128,480,954 Written down value of Fixed Assets as per tax base (113,717,085) (119,106,109) Taxable temporary difference 7,087,795 9,374,845 Tax Rate 37.50% 37.50% Current year Deferred tax liabilities 2,657,923 3,515,567 Less: Opening Deferred tax liabilities (3,515,567) (2,446,707) Deferred tax adjustment (857,644) 1,068,860

11.00 INVESTMENTS 11.00 INVESTMENTS 62,857,987 63,416,574

11.01 GOVERNMENT TREASURY BOND 25,000,000 25,558,587 This represents the value of Government Treasury Bond lying with Bangladesh Bank as statutory deposit required section-7(1) of Insurance Act-1938. The Company is currently working towards updating their Investment Policy and restructuring their investments to bring them in line with SRO No. 353-law/ 2019 dated 14 November 2019 issued by the IDRA.

11.02 INVESTMENT IN SHARE 37,857,987 32,020,127 The above amount represent the Investment in Shares which is shown at fair value . Details are shown in Annexure-D.

12.00 AMOUNT DUE FROM OTHER PERSON OR BODIES CARRYING ON INSURANCE BUSINESS: 164,971,368 180,223,193 Opening balance 180,223,193 165,239,039 Less: Adjustment during the year (15,251,825) (44,902,707) Add. During the year - 59,886,861 Total Balance due from Other Insurance Bodies 164,971,368 180,223,193 13.00 SUNDRY DEBTORS 289,066,953 239,816,849 Advance Salary 8,267,819 8,151,224 Advance Office RentNote 13.01 10,967,866 10,994,242 Advance against Expenses 46,188,003 51,413,383 Advance Income Tax 48,539,135 33,961,369 Security Deposit 1,196,122 3,522,664 Premium against Hull Business & Bank Guarantee 119,823,521 116,773,967 Advance against Floor Purchases 30,000,000 15,000,000 Advance against office decoration 24,084,487 - Total Sundry Debtors 289,066,953 239,816,849

13.01 Advance Rent 10,967,866 10,994,242 Advance against rent relates to advance paid for office rent of branch offices in different locations of the country. The balance is made up as follows: Opening balance 10,994,242 11,216,096

Add: Advance paid during the year 890,159 708,000 Less: Adjustment during the year (916,535) (929,854) Total Advance Rent 10,967,866 10,994,242 14.00 CASH AND CASH EQUIVALENTS 14.00 CASH AND CASH EQUIVALENTS 481,243,518 455,523,029 Fixed Deposit ReceiptsNote 14.01 396,000,000 390,000,000 Current & STD Accounts 71,653,637 49,639,300 Cash in hand 11,664,755 13,543,350 Stamp in hand 1,925,126 2,340,379 Total Cash and Cash Equivalents 481,243,518 455,523,029






14.01 Fixed Deposit Receipts AB Bank Ltd. 14,700,000 14,700,000 Agrani Bank Ltd. 4,900,000 4,900,000 Al-Arafa Islami Bank Ltd. 14,800,000 11,300,000 Bangladesh Commerce Bank Ltd. 3,700,000 3,700,000 Bangladesh Development Bank Ltd. 2,000,000 2,000,000 Bank Asia Ltd. 24,050,000 17,050,000 BD. Krishi Bank Ltd. 1,500,000 1,500,000 BRAC Bank Ltd. - 2,140,625 City Bank Ltd. 2,500,000 500,000 Dhaka Bank Ltd. 12,000,000 12,000,000 Dutch-Bangla Bank Ltd 3,300,000 3,300,000 Eastern Bank Ltd. 1,000,000 1,000,000 Exim Bank Ltd. 15,500,000 15,500,000 First Security Bank Ltd. 2,100,000 2,100,000 Habib Bank Ltd. 1,500,000 1,500,000 IFIC Bank Ltd. 18,500,000 18,500,000 Islami Bank Bangladesh Ltd. 18,850,000 20,350,000 Jamuna Bank Ltd. 7,800,000 7,800,000 Janata Bank 5,200,000 5,200,000 Mercentile Bank Ltd. 14,400,000 14,400,000 Modumoti Bank Ltd. 2,500,000 2,500,000 Mutual Trust Bank Ltd. 3,500,000 3,500,000 National Bank Ltd. 7,400,000 8,700,000 NCC Bank Ltd. 73,450,232 69,818,775 One Bank Ltd. 4,500,000 4,500,000 Premier Bank Ltd. 8,800,000 8,800,000 Prime Bank Ltd. 16,900,000 19,900,000 Pubali Bank Ltd. 9,000,000 9,000,000 Rajshahi Krishi Unnayan Bank Ltd. 5,100,000 5,100,000 Rupali Bank Ltd. 2,000,000 2,000,000 Shahjalal Islami Bank Ltd. 9,300,000 9,300,000 Social Islami Bank Ltd. 16,149,768 17,140,600 Sonali Bank Ltd. 1,300,000 1,300,000 South East Bank Ltd. 10,250,000 10,250,000 Standard Bank Ltd. 12,400,000 13,600,000 Trust Bank Limited 8,000,000 8,000,000 United Commercial Bank Ltd. 9,000,000 8,500,000 Uttara Bank Ltd. 4,700,000 4,700,000 Lanka-Bangla Finance Ltd. 1,400,000 900,000 Commercial Bank of Celon 1,000,000 1,000,000 IDLC 200,000 200,000 Islami Finance & Investment Ltd. - 2,500,000 First Lease Finance & Investment Ltd. 2,000,000 2,000,000 Meghna Bank Limited 4,500,000 4,500,000 Union Bank Ltd. 2,350,000 2,350,000 IPDC 500,000 500,000 South Bangla Bank Ltd. 6,000,000 5,000,000 NRB Bank Limited 1,500,000 1,000,000 NRB Commercial Bank Ltd. 4,000,000 4,000,000 396,000,000 390,000,000






15.00 FIXED ASSETS 15.00 FIXED ASSETS 120,804,880 128,480,955 This represents the written down value of the fixed Assets as on 31 December, 2020 The Details of the fixed assets have been shown in the Annexure-A

16.00 Leases (IFRS 16)16.00 Leases (IFRS 16)

The Company applied IFRS 16 Leases for the first time on 1 January 2019. The nature and effect of the changes as a result of adoption of this new accounting standard is described below

A Lease is defined as ‘a contract, or part of a contract, that conveys the right to use an asset (the underlying asset) for a period of time in exchange for consideration. Previously the Company used to charge the consideration paid in its books as rent expenses. IFRS 16 introduced a single, on balance sheet accounting model for leases. As a result, the Company, as a lessee, has recognised right of use assets representing its rights to use underlying assets and lease liabilities representing its obligation to make lease payments. The Company applied IFRS 16 on 1 January 2019 for the existing lease contracts.

The Company has office rent agreements for their head office and branch offices which are classified as operating leases, which under IFRS 16 are required to be recognised on the CIL’s statement of financial position. The nature and timing of expenses related to those leases has changed as IFRS 16 replaced the straight-line operating lease expense (as per IAS-17) with a amortization charge for the right of use assets and interest expense on lease liabilities.

Right-of-use Asset

The Company recognises right-of-use assets at the commencement date of the lease (i.e., the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date less any lease incentives received.

Lease Liabilities

At the commencement date of the lease, AMSL recognises lease liabilities measured at the present value of lease payments to be made over the lease term. There are no obligatory extension clauses in the rental agreements. In calculating the present value of lease payments, AMSL uses the incremental borrowing rate (IBR) at the lease commencement date due to the reason that the interest rate of implicit in the lease is not available. The IBR for CIL was calculated at 9% which is line with the sigle-digit lending rate guidelines issued by Bangladesh Bank.

Right - of - Use (ROU) Asset Opening Balance of Right of Use Asset 23,743,267 - Add: Additions during the current year 9,858,666 38,817,206 Less: Rental Expense - ROU Asset Amortization (17,139,072) (15,073,939)ROU Asset as at Year-End 16,462,861 23,743,267 Lease Liability Opening Balance of Lease Liability 23,743,267 - Add: Additions during the current year 9,858,666 38,817,206 Add: Rental Expense - Lease Obligation Interest 1,625,634 817,369 Less: Rental Payment for the year (Excluding VAT) - Annexure E (18,764,706) (15,891,308)Lease Liability Balance as at Year-End 16,462,861 23,743,267




For the Year ended 31-Dec-20



17.00 INTEREST, DIVIDENDS & RENT 17.00 INTEREST, DIVIDENDS & RENT 24,401,953 75,134,051

17.01 Interest Income Interest on STD 686,158 172,471 Interest on Fixed Deposits 20,013,125 24,516,793 Interest on Govt. Treasury Bond 2,166,760 2,201,850 Total Interest Income 22,866,043 26,891,114 17.02 Dividend Income Alif Industries Ltd - 95,000 Anwar Galvanizing Limited - 23,344 Bashundhara Paper Mills Limited - 21,082 Intraco Refueling Station Limited - 2,667 BBS Cables Ltd 20,000 - CVO Petro chemicals & Refinary ltd 11,510 - Eastern Cables ltd 4,101 - Esquire knitwear composite mills ltd 298,755 - Monno Ceramic Industries ltd 13,500 - New line Clothing ltd 2,254 - Runner Automobiles ltd 7,206 - Northern jute manufacturing co. ltd 5,000 - Silco Pharmaceuticals ltd 1,216 - Copertech Industries Ltd 3,319 - IDLC Finance Ltd 219,986 227,500 Uttara Bank Limited 60,690 532,000 SK Trims & Industries Limited - 1,008 VFS Thread Dyeing Limited - 4,222 Aman Cotton Fibres Limited - 12,846 Khulna Power Company Limited - 21,000 Lafarge Holcim Bangladesh Limited 132,000 105,485 Total Dividend Income 779,537 1,046,154 17.03 Gain from Share Trade 756,373 881,303 17.04 Gain from Car Sale - 1,979,008 17.05 Gain from Disposal of Building - 44,336,472 18.00 REVENUE ACCOUNTS 92,874,052 52,280,964 The Details Break-up of the Revenue Accounts have been shown in the Annexure-C 19.00 DIRECTOR’S FEES 1,091,200 1,272,000

The aggregare amount of tk.10,91,200/ was paid to the director of the company on account of board meeting during the year under audit.






BDT (TAKA) BDT (TAKA) 20.00 MANAGEMENT’S EXPENSE 136,425,370 131,043,954 Salary & Allowance 90,942,391 85,941,570 Office Rent 21,579,412 18,275,004 Traveling TA/DA 258,196 394,132 Conveyance 1,272,706 1,372,398 Gas, Water & Electricity 2,089,709 2,525,132 Office Maintenance 1,145,158 1,531,897 Car Maintenance 889,802 1,274,910 Car Maintenance- Fuel 4,137,761 4,130,828 Entertainment 510,736 485,842 Seminar & Training Exp. 6,858 84,670 Bank Charge 505,320 560,842 Printing 1,756,887 1,605,216 Stationery 1,231,777 1,121,331 Paper & Periodicals 137,367 178,825 Postage & Stamp 623,534 644,829 Telephone, Telex & Fax 2,872,936 2,702,832 Insurance Premium 1,042,007 1,282,309 Co-Insurance Service Charge 117,017 416,611 Software Service Charge 30,000 30,000 Branch Manager Conference 588,971 681,594 131,738,545 125,240,772 Sadharan Bima Corporation (PSB) 4,686,825 5,803,182 Total Management Expense 136,425,370 131,043,954 20.01 Office Rent Rental Expense - ROU Asset Amortization (Note 17) 17,139,072 15,073,939 Rental Expense - Lease Liability Interest Expense (Note 17) 1,625,634 817,369 18,764,706 15,891,308 VAT on Rental Expense 2,814,706 2,383,696 Total Rental Expense for the Year 21,579,412 18,275,004 20.02 Allocation of Management Expense Particulars Fire 41.46% 56,556,678 64,407,025 Marine Cargo 31.17% 42,523,764 31,073,419 Marine Hull 4.96% 6,773,258 3,726,672 Motor 12.97% 17,693,452 16,256,677 Miscelenous 9.44% 12,878,218 15,580,161 Total Management Expense 100% 136,425,370 131,043,954

20.03 Limitation of Management Management Expenses-Revenue 136,425,370 131,043,954 Management Expenses-P&L except Depreciation 27,571,061 30,387,981 Total Actual Management Expenses [A] 163,996,431 161,431,935 Allowable Expense [B] 174,840,503 165,315,590 Variance -Favourable (B-A) 10,844,072 3,883,655







Calculation of Allowable Expense

Class of Business Level of Premium

Rate Allowable Expense Actual Rev. A/C Expense

Actual P/L A/C

Expense ***

Total Actual Management

Expense

Fire Business 150,000,000 35% 52,500,000

Balance 69,187,966 33% 22,832,029

Total Fire Business 219,187,966 75,332,029 56,556,678 10,608,504 67,165,182

Motor business 59,674,798 35% 20,886,179 17,693,452 2,888,207 20,581,659

Misc. Business 44,228,769 35% 15,480,069 12,878,218 2,140,633 15,018,851

Marine Business 150,000,000 26% 39,000,000

Balance 96,568,905 25% 24,142,226

Total Marine Business 246,568,905 63,142,226 49,297,022 11,933,717 61,230,739

Overall Total 569,660,438 174,840,503 136,425,370 27,571,061 163,996,431

Less: Actual Management Expense (163,996,431)

Variance - Favourable 10,844,072

***The P & L A/c Expenses of Tk.2,75,71,061 (Total P/L Expense excluding Depreciation ) has been allocated on the basis of Gross Premium Income.

20.04 Key Management Compensation

In accordance with IAS 24, Related Parties, paragraph 17, we have included detailed related to key management compensation.

Details Amount

Basic 5,386,800

House Rent 2,393,400

Medical Allowance 600,000

Special Allowance 1,080,960

Bonus 957,800

Total 10,418,960

The Company’s key management includes the Chief Executive Officer (CEO) & Managing Director (MD) and Additional Managing Director (AMD)







21.00 EARNINGS PER SHARE (EPS) 1.29 1.75

Earnings Per Share has been calculated basd on ordinary share outstanding no. 4,00,05,107 as at December 31, 2020. Earnings per share as at December 31, 2019 has also been restated based on 4,00,05,107 shares. Details calculation is given below: Balance forwarded to P/L Appropriation 81,799,350 88,506,769 Provision for taxation (23,580,335) (14,581,632) Tax on Reserve for losses (6,750,000) (3,750,000) Earnings Attributable to Shareholders [A] 51,469,016 70,175,137 Number of Outstanding Share [B] 40,005,107 40,005,107 Net Asset Value per Share [C=A/B] 1.29 1.75

22.00 NET ASSETS VALUE (NAV) PER SHARE 19.84 18.70

Net Asset Value Per Share has been calculated basd on ordinary share outstanding no. 4,00,05,107 as at December 31, 2020. Net asset value per share as at December 31, 2019 has also been restated based on 4,00,05,107 shares. Details calculation is given below:

Net Asset Value [A] 793,845,550 747,904,740 Number of Outstanding Share [B] 40,005,107 40,005,107 Net Asset Value per Share [C=A/B] 19.84 18.70

23.00 NET OPERATING CASHFLOW (NOCF) PER SHARE 1.16 (1.19)

Net Operating Cash Flow Per Share has been calculated basd on ordinary share outstanding no. 4,00,05,107 as at December 31, 2020. Net Operating Cashflow per share as at December 31, 2019 has also been restated based on4,00,05,107 shares. Details calculation is given below:

Net Operating Cash Flow [A] 46,351,398 (47,790,353) Number of Outstanding Share [B] 40,005,107 40,005,107 Net Operating Cashflow per Share [C=A/B] 1.16 (1.19)

23.01 RECONCILIATION OF OPERATING CASH FLOW

Net Profit 81,799,350 88,506,770 Add: Depreciation 7,905,594 8,520,264 Less:Profit of MV - (1,979,008) Less: Profit of House - (44,336,472) Prov. For Income Taxation (23,580,335) (13,512,773) 66,124,610 37,198,781 Changes in Current Assets (36,012,793) 20,806,171 Changes in Balance of Fund 31,509,840 (30,750,894) Change in Share Fluctuation Reserve 5,914,202 (17,451,370) Changes in Current Liabilities (21,184,462) (57,593,042) 46,351,397 (47,790,353)

24.00 No single transaction of Miscellaneous expenditure exceeded Tk.5,000.

25.00 All paid up shares have been fully paid up in Cash.

26.00 There was no bank guarantee issued by the Company on behalf of their directors.

27.00 Auditors were paid only statutory audit fee duly approved by the Shareholders in the last AGM.

28.00 There was no capital work in progress at the end of the Accounting year.




29.00 No expenses were paid as Royalty and Salary to Technical Experts etc.

30.00 During the year the Company was not entered into any agreement with the third party.

31.00 There was no capital expenditure commitment as at 31st December 2020.

32.00 There was no claim against Company, which was not acknowledged as debt other than normal course of business.

33.00 There was no credit facility available to the company under any contract availed of as on 31st December 2020 other than trade credit available in the ordinary course of business which has already been disclosed in the Financial Statements

34.00 There was no event occurred after Balance Sheet date, which might effect financial position of the Company as on Balance Sheet date.

35.00 FOREIGN EXCHANGE EARNED

No other income included consultancy fee, royalty, technical expert and professional advisory fee, interest, etc. was incurred or paid in foreign currencies.

36.00 SEGMENT REPORTING As there is single business and geographic segment within the company operates as such no segment reporting is felt necessary.

37.00 BOARD MEETING ATTENDANCE STATUS OF DIRECTORS

Sl:No: Name of Directors Position Meetings Attended

01 A.K.M. Azizur Rahman Chairman & Director 6

02 Imtiaz Bin Musa Vice Chairman & Director 3

03 Bulbul Joynab Akther Director 3

04 Syed Mohammad Abu Mohsin Director 6

05 Dolly Iqbal Director 7

06 Fatema Rashid alternative Director of Tehsin Rashid Director 7

07 Syed Adeeb Ashfaq Uddin Director 1

08 K.M. Alamgir Director 6

09 Md Yasin Ali Director 3

10 Saira Yasin Director 1

11 Hasina Iqbal Director 6

12 Ishnad Iqbal Director 3

13 Abrar Rahman Khan Director 5

14 Syed Sakib Naimuddin Director 7

15 Salman Habib Director 4

16 K.A.M Haroon Independent Director 5

17 Nusrat Hafiz Independent Director 7

18 Muhammad Nazirul Islam (CEO) Chief Executive Officer (CEO) 7

38.00 PROPOSED DIVIDEND In the board metting held on April 12, 2020 the management proposed to declare 6% cash dividend and 4% stock Dividend for the year 2020 subject to the approval by the share holders in AGM.

39.00 INTERNAL CONTROL

The following steps have been taken for implementation of an effective internal control procedure of the Company: A strong internal control and compliance division has been formed with a view to establish a well designated system of internal control. Regular review of internal audit reports with view to implement the suggestion of internal auditors in respect if internal control technique. To establish an effective management system that includes planning, organizing and supervising culture in the branch as well as at Head Office.

40.00 CONTINGENT LIABILITY There is no contingent liability.





FORM- AAClassified summary of Assets as on December 31, 2020

ParticularsBook value as per

Balance SheetMarket Value Remarks

Statutory deposit with Bangladesh Bank (Govt. Treasury Bond) 25,000,000 25,000,000 Not Quoted in Market

Investment in Share 37,857,987 37,857,987 At Market Value

Cash in hand 11,664,755 11,664,755 Realizable Value

Fixed Deposits with Bank 396,000,000 396,000,000 Realizable Value

STD & Current Accounts with Banks 49,639,300 49,639,300 Realizable Value

Stamp in hand 1,925,126 1,925,126 Realizable Value

Amount due from other persons or bodies carrying on Insurance business 164,971,368 164,971,368 Market Value

Printing & Stationery 676,083 676,083 At cost

Interest Accrued 9,061,134 9,061,134 Market Value

Sundry Debtors (Including Advance deposit & Pre-payment) 289,066,953 289,066,953 All considered Good

Fixed Assets (At cost less Depreciation) 120,804,880 120,804,880 At written down value

1,106,667,586 1,106,667,586

Certificate under section 7(a) and (b) of part 1 of the First schedule to the Insurance Act, 1938.Certified that the value of all assets have been reviewed, the said asset have been set forth in the Balance Sheet at amounts not exceeding their realizable or market value.

The annexed notes form the integral part of these financial statements.Signed as per our separate report of even date.




Annexure- A

Sl. No. particulars Value as on 01/01/20

Addition During the year

Value as on 31/12/20

Rate of Dep As on 01/01/20

Dep Value Dep For the year

Total As on 31/12/2020

Acc.Depreciation as on 31.12.2020

Written Down Value as on 31/12/20

01 Land 75,771,657 75,771,657 0% - 75,771,657 - - 75,771,657

02 Furniture & Fixture 14,406,072 9,100 14,415,172 10% 9,407,873 5,007,299 500,102 9,907,975 9,907,975 4,507,197

03 Office Decoration 57,620,295 9,000 57,629,295 10% 38,655,977 18,973,318 1,896,454 40,552,431 40,552,431 17,076,864

04 Office equipment 12,358,954 104,720 12,463,674 15% 9,050,649 3,413,025 504,312 9,554,961 9,554,961 2,908,713

05 Electrical Equipment 12,502,581 56,700 12,559,281 15% 10,124,499 2,434,782 360,429 10,484,928 10,484,928 2,074,353

06 Motor Vehicle 78,701,166 - 78,701,166 20% 56,178,300 22,522,866 4,504,573 60,682,873 60,682,873 18,018,293

07 Other Assets 3,844,431 49,999 3,894,430 25% 3,306,903 587,527 139,724 3,446,627 3,446,627 447,803

Total 255,205,156 229,519 255,434,675 126,724,201 28,710,474 7,905,594 134,629,795 134,629,795 120,804,880

STATEMENT OF FIXED ASSETS SCHEDULEFor the year ended December 31, 2020



INCOME TAX ASSESSMENT POSITIONFor the year ended December 31, 2020

Annexure- B

Accounting Year

Assess-ment Year

Provision for taxation

TDS Advance Tax Tax paid/ Refund Total Tax Paid Income Tax Payable

Remarks

2007 2008-09 7,300,000 1,311,339 2,113,564 3,424,903 Assessment under Tribunal

2008 2009-10 12,553,937 3,797,348 - 8,756,589 12,553,937 - Assessment under Appeal

2009 2010-11 14,050,012 1,338,729 500,000 12,211,283 14,050,012 - Assessment under Appeal

2010 2011-12 3,312,005 2,694,294 500,000 117,711 3,312,005 - Assessment under Appeal

2011 2012-13 17,573,323 3,490,026 1,000,000 13,083,297 17,573,323 - Assessment under Appeal

2012 2013-14 27,318,943 2,990,026 1,000,000 23,328,917 27,318,943 - Assessment under process

2013 2014-15 25,572,089 3,222,966 1,000,000 3,349,123 7,572,089 18,000,000 Assessment under process

2014 2015-16 19,318,695 6,053,623 500,000 4,000,000 10,553,623 8,765,072 Assessment under process

2015 2016-17 15,820,249 3,819,667 3,500,000 1,000,000 8,319,667 7,500,582 Assessment under process


2017 2018-19 18,837,272 4,059,508 14,750,000 18,809,508 Assessment under process


2019 2020-21 13,512,772 5,506,257 8,006,515 13,512,772 - Return Submitted

Total: 212,922,418 37,044,447 40,050,000 80,711,088 174,753,903 34,265,654



Annexure- C

DETAILS FIREMARINE

TOTAL MOTOR MISC. Total 2019CARGO HULL

Premium Underwritten 206,755,413 209,478,533 17,690,185 227,168,718 56,822,200 21,070,618 511,816,949 447,474,113

Add: Refund Premium (525,245) (2,057,498) - (2,057,498) - (59,720) (2,642,463) -

Less: Cancel premium (15,526) (1,287,972) - (1,287,972) - - (1,303,498) -

Premium U/W after refund 206,214,642 206,133,063 17,690,185 223,823,248 56,822,200 21,010,898 507,870,988 447,474,113

Add: Premium on PSB 12,973,324 21,519,437 1,226,220 22,745,657 2,852,598 23,217,871 61,789,450 76,667,061

Gross Premium [A] 219,187,966 227,652,500 18,916,405 246,568,905 59,674,798 44,228,769 569,660,438 524,141,174

Less: R/I Premium on Cedence 124,360,532 53,225,880 13,762,057 66,987,937 1,488,501 3,962,964 196,799,934 210,509,429

Less: R/I Premium on PSB 11,269,597 16,369,549 1,201,453 17,571,002 - 22,533,451 51,374,050 65,906,796

Total R/I Premium [B] 135,630,129 69,595,429 14,963,510 84,558,939 1,488,501 26,496,415 248,173,984 276,416,225

Net Premium [C = A-B] 83,557,837 158,057,071 3,952,895 162,009,966 58,186,297 17,732,354 321,486,454 247,724,949

Opening Reserve for Unexpired Risks [D] 36,069,996 36,130,503 610,833 36,741,336 21,774,599 4,870,549 99,456,480 130,207,373

R/I Commission earned on cedence 24,536,699 13,350,721 2,732,715 16,083,436 15,920 1,157,107 41,793,162 43,198,740

Add: Profit commission - - - - - 395,096 395,096 12,403,873

Add: R/I Commission on PSB 1,261,259 3,273,910 66,080 3,339,990 - 2,264,624 6,865,873 9,570,756

Total Commission on Re-Insurance [E] 25,797,958 16,624,631 2,798,795 19,423,426 15,920 3,816,827 49,054,131 65,173,369

Total Revenue Income [F = C+D+E] 145,425,791 210,812,205 7,362,523 218,174,728 79,976,816 26,419,730 469,997,065 443,105,691

Gross Claims paid during the year 28,061,768 6,282,879 1,147,002 7,429,881 15,606,452 398,983 51,497,084 238,460,931

Paid / (Adjusted)on PSB 170,846 764,986 764,986 68,893 14,377,836 15,382,561 1,453,947

Total Gross Claims Paid [G] 28,232,614 7,047,865 1,147,002 8,194,867 15,675,345 14,776,819 66,879,645 239,914,878

Less:1) R/I Recovery 24,330,909 3,279,213 138,113 3,417,326 - 27,748,235 143,575,112

2) Recovered / (Adjusted) on PSB 89,657 597,133 - 597,133 - 13,886,986 14,573,776 1,106,490

Total Recovery [H] 24,420,566 3,876,346 138,113 4,014,459 - 13,886,986 42,322,011 144,681,602

Net Claims Paid [I = G-H] 3,812,048 3,171,519 1,008,889 4,180,408 15,675,345 889,833 24,557,634 95,233,276

Outstanding claim at the end of the year [J] 4,413,931 2,180,324 3,913,879 6,094,203 3,195,767 1,100,000 14,803,901 7,441,236

Outstanding claim at the end of last year [K] 2,278,765 1,223,057 1,120,866 2,343,923 2,131,163 687,385 7,441,236 9,471,335

Net Claim for the Year [L = I+J-K] 5,947,214 4,128,786 3,801,902 7,930,688 16,739,949 1,302,448 31,920,299 93,203,177

Management Expenses [M] 56,556,678 42,523,764 6,773,258 49,297,022 17,693,452 12,878,218 136,425,370 131,043,954

Agency commission [M] 30,932,196 32,550,336 2,653,528 35,203,864 8,523,330 3,151,635 77,811,025 67,121,117

Reserve for unexpired Risks [N] 33,423,135 63,222,828 3,952,895 67,175,723 23,274,519 7,092,942 130,966,319 99,456,479

Total Revenue Expenses [O = L+N+M+N] 126,859,223 142,425,715 17,181,583 159,607,297 66,231,250 24,425,242 377,123,013 390,824,727

Revenue Surplus / (Deficit) [P = F-O] 18,566,568 68,386,490 (9,819,060) 58,567,431 13,745,566 1,994,488 92,874,052 52,280,964

STATEMENT OF REVENUE ACCOUNTSFor the year ended December 31, 2020



SCHEDULE OF INVESTMENT IN SHAREAs on December 31, 2020

Annexure- D

SL No. Name of the Company No. of Shares Cost Value as on

31.12.200 Market Value as

on 31.12.2020

01 AB Bank Limited 210,000 4,001,080 2,668,050

02 Bangladesh Building System Ltd 136,290 4,833,531 2,504,320

03 BBS Cables Limited 22,000 2,524,736 1,874,160

04 CVO PETROCHEMICAL REFINARY 57,549 9,371,185 6,756,555

05 EASTERN CABLES LTD 8,202 2,375,739 1,390,239

06 Esquire Knit Composite Limited 199,170 8,419,714 5,238,171

07 Golden Son Ltd 29,000 1,320,129 324,800

08 IDLC FINANCE Ltd 65,000 5,085,397 4,121,000

09 LafargeHolcim Bangladesh Limited 132,485 6,934,806 6,309,600

10 Sea Pearl Beach Resort & Spa Ltd 3,916 60,635 147,522

11 Silco Pharmaceuticals Limited 3,647 1,641,894 1,440,000

12 Shepherd 84,000 1,611,619 1,268,400

13 Confedcem 12,000 121,202 121,300

14 MLDying 5,250 250,625 262,500

15 Shaihamtex 500 252,505 245,000

16 Naheecap 35,000 1,245,150 1,058,337

17 NITOL INDS 21,000 662,477 638,000

18 Mercantileins 25,000 356,013 342,000

19 Capmbdblmf 49,000 488,919 422,400

20 VAMLRBBF 30,000 333,231 297,000

21 Crystalins 10,879 108,790 428,633

Total-Taka 1,139,888 51,999,377 37,857,987



Sl:No. Name of the Branch Rent period Rent VAT Gross Rent Deed Period

01

Head Office January to October 2020 7,528,500 1,129,275 8,657,775 01.07.2019 to 30.06.2021

Head Office (Gowdown)Jan to December-2020 207,061 31,059 238,120

01.03.2019 to 28.02.2021

Sept to December-2020 84,212 12,632 96,844 01.09.2020 to

31.08.2022

Total Rent of Head office 7,819,773 1,172,966 8,992,739

02Dilkusha

Jan to March-2020 201,105 30,166 231,271 01.04.2019 to 31.03.2020

April to Dec-2020 571,767 85,765 657,532 01.04.2020 to

31..12.2021

Total Rent of Dilkusha 772,872 115,931 888,803

04

Gulshan / Baridhara Branch

Jan to Dec-2020 780,000 117,000 897,000 01.04.2019 to

31.03.2021

Narayangonj BranchJan to August-2020 176,000 26,400 202,400

01.09.2018 to 30.08.2020

Sept to Dec-2020 88,000 13,200 101,200 01.09.2020 to 30.08.2022

Total Rent of Narayangonj 264,000 39,600 303,600

5 Bangshal Jan to Dec-2020 528,300 79,245 607,545 01.07.2018 to 30.06.2022

06 New Market Branch Jan to Dec-2020 492,624 73,894 566,518 01.02.2019 to 31.08.2022

07 Narsingdi Branch Jan to Dec-2020 192,000 28,800 220,800 01.014.2017 to

31.03.2023

8Banasree Branch

Jan to Mar-2020 75,000 11,250 86,250 01.04.2017 to 31.03.2020

April to Dec-2020 225,000 33,750 258,750 01.04.20202 to

31.03.2023

Total Office Rent of Banasree 300,000 45,000 345,000

9 Motijheel Branch Jan to Dec -2020 662,400 99,360 761,760 01.09.2019 to

31.08.2021

10Pragati Sarani Branch

Jan to August-2020 210,520 31,578 242,098 01.09.2018 to 31.08.2020

Sept to Dec-2020 105,260 15,789 121,049 01.09.2020 to

31.08.2022

Total Rent of Pragati Sarani 315,780 47,367 363,147

11 B.B. Avenue Branch Jan to Dec - 2020 312,000 46,800 358,800 01.03.2019 to 28.02.2021

12Kawran Bazar Branch

Jan to feb - 2020 67,032 10,055 77,087 01.03.2018 to 28.02.2020

mar to Dec - 2020 360,168 54,025 414,193 01.03.2020 to 28.02.2022

Total Rent of Kawran Bazar 427,200 64,080 491,280

13 Imamgonj Branch Jan to Dec - 2020 300,000 45,000 345,000 01.04.2017 to

31.03.2021

SCHEDULE OF OFFICE RENTFor the year endded December 31, 2020

Annexure- E





14 Malibag Branch Jan to May-2020 220,500 33,075 253,575 29.11.2018

to19.11.2021

15 Savar Branch Jan to Dec - 2020 176,841 26,526 203,367 01.05.2018 to 30.

04.2021

16 Faridpur Branch Jan to April-2020 41,800 6,270 48,070 01.07.2019 to 31.08.2022

17Uttara Branch

Jan to Mar-2020 130,422 19,563 149,985 01.04.2017 to 31.03.2020

April to Dec-2020 391,266 58,690 449,956 01.04.2020 to

31.03.2023

Total Rent of Uttara 521,688 78,253 599,941

18 Mohakhali Branch Jan to Dec - 2020 327,672 49,151 376,823 01.03.2016 to 28.02.2021

19Tangail Branch

Jan-20 11,000 1,650 12,650 01.02.2018 to

31.01.2020

Feb to Dec-2020 121,000 18,150 139,150 01.02.2020 to

31.01.2022

Total Rent of Tangail 132,000 19,800 151,800

21 VIP Road Branch January to dec-2020 378,000 56,700 434,700 01.03.2019 to 28.02.2022

22 Kishoregonj Branch Jan to Dec - 2020 40,800 6,120 46,920 life time

24Agrabad Branch & Zonal

OfficeJan to Dec - 2020 847,200 127,080 974,280

01.01.2020 to 31.12.2021

25 Khatungonj Branch Jan to Dec - 2020 255,420 38,313 293,733 01.06.2019 to

31.05.2022

26Comilla Branch

Jan to May-2020 65,126 9,769 74,895 01.04.2017 to 31.03.2020

June to Dec-2020 91,613 13,742 105,355 01.04.2020 to

31.03.2023

Total Rent of Comilla 156,739 23,511 180,250

27Feni Branch.

Jan-20 6,316 947 7,263 01.02.2017 to

31.01.2020

Feb to Dec-2020 75,262 11,289 86,551 01.02.2020 to

31.01.2023

Total Rent of Feni 81,578 12,237 93,815

28Rajshahi Branch

Jan to feb-2020 36,000 5,400 41,400 01.03.2017 to 28.02.2020

Mar to Dec-2020 189,480 28,422 217,902 01.03.2020 to 28.02.2023

Total Rent of Rajshahi 225,480 33,822 259,302

29 Pabna Branch Jan to Dec - 2020 96,000 14,400 110,400 01.06.2016 to

31.05.2021

Annexure- E




Annexure- E


30Naogaon Branch

Jan to mar - 2020 18,948 2,842 21,790 01.04.2017 to 31.03.2020

April to Dec - 2020 56,844 8,527 65,371 01.04.2017 to 31.03.2022

Total Rent of Naogaon 75,792 11,369 87,161

31Bogura Branch

Jan to feb - 2020 16,842 2,526 19,368 01.03.2018 to 28.02.2020

mar to Dec - 2020 84,210 12,632 96,842 01.03.2020 to 28.02.2023

Total Rent of Bogura 101,052 15,158 116,210

32 Kushtia Branch Jan to Dec - 2020 252,000 37,800 289,800 01.04.2019 to 31.08.2022

33 Khulna Branch Jan to Dec - 2020 256,080 38,412 294,492 01.01.2020 to

31.12.2023

34 Satkhira Branch Jan to Dec - 2020 113,688 17,053 130,741 01.04.2019 to 31.03.2022

35 Jessore Branch Jan to Dec - 2020 172,020 25,803 197,823 01.05.2019 to 30.04.2021

36 Chuadanga Branch Jan to Dec -2020 151,584 22,738 174,322 01.01.2018 to 31.12.2022

37Barisal Branch

Jan-20 16,800 2,520 19,320 01.02.2016 to

31.01.2020

feb to Dec - 2020 198,000 29,700 227,700 01.02.2020 to

31.01.2024

Total Rent of Barisha 214,800 32,220 247,020

38Sylhet Branch

Jan to April- 2020 56,485 8,473 64,958 01.04.2018 to 31.03.2020

May to Dec - 2019 112,972 16,946 129,918 01.04.2020 to

31.03.2022

Total Rent of Sylhet 169,457 25,419 194,876

39 Dinajpur Branch Jan to Dec -2020 104,400 15,660 120,060 01.06.2018 to

31.05.2021

40 Thakurgaon Branch Jan to Dec -2020 69,300 10,395 79,695 01.04.2020 to

31.12.2021

41Rangpur Branch

Jan to Feb - 2020 32,718 4,908 37,626 01.02.2019 to

01.01.2020

Mar to Dec - 2020 172,200 25,830 198,030 01.02.2020 to

01.01.2023

Total Rent of Rangpur 204,918 30,738 235,656

42 Mymensingh Branch Jan to Dec-2020 138,948 20,842 159,790 01.04.2017 to

31.03.2021

43 Jamalpur Branch Jan to Dec-2019 72,000 10,800 82,800 01.02.2016 to

30.11.2021

Total: 18,764,706 2,814,706 21,579,412



COMPLIANCE OF INTERNATIONAL ACCOUNTING STANDARDS (IAS) AND AND INTERNATIONAL FINANCIAL REPORTING STANDARDS (IFRS)

SL NO. NAMES OF THE IAS Standard # STATUS

IAS

01 Presentation of Financial Statements 1 Applied

02 Inventories 2 Applied

03 Cash Flow Statements 7 Applied

04 Accounting policies, Changes in Accounting estimates & Errors 8 Applied

05 Events after the Balance Sheet Date 10 Applied

06 Income Taxes 12 Applied

07 Property Plant Equipment 16 Applied

08 Revenue [Should be removed - no longer applicable] 18 Applied

09 Employees Benefits 19 Applied

10 Borrowing Costs 23 Applied

11 Related Party Disclosure 24 Applied

12 Accounting And Reporting And Retirement Benefits Plan 26 Applied

13 Consolidated And Separate Financial Statements 27 Applied

14 Financial Instruments:Presentation 32 Applied

15 Earning Per Share 33 Applied

16 Impairment Of Assets 36 Applied

17 Provisions, Contingent Liabilities And Contingent Assets 37 Applied

18 Financial instruments: Recognition and Measurement 39 Applied

IFRS

19 Insurance Contracts 4 Applied

20 Leases 16 Applied


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