Prospectus Express Insurance Limited 2020-03-10 PDF

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“Investment in capital market involves certain degree of risks. The investors are required to read the
prospectus and risk factors carefully, assess their own financial conditions and risk taking ability before
making their investment decisions.”
PUBLIC OFFER OF 26,079,000 ORDINARY SHARES OF TK.10.00 EACH AT PAR TOTALING TK. 260,790,000
Opening and Closing Date of Subscription

Opening Date: 13 April 2020
Closing Date: 20 April 2020
Issue Date of the Prospectus: 10 March 2020
PROSPECTUS OF
EXPRESS INSURANCE LIMITED
Al – Razi Complex (9th & 10th Floor), 166-167, Shahid Sayed Nazrul Islam Sharani, Bijoynagar, Dhaka-1000
Tel: +88-02-9554421, +88-02-9561255,+88-02-9569546, Fax: +88-02-9568616
E-mail: express_insurance@ymail.com, Website: www.eilbd.com
MANAGERS TO THE ISSUE
&
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PRELIMINARY INFORMATION AND DECLARATIONS

(a)
(i) Name(s), address(s), telephone number(s), web address(s), e-mail(s), fax number(s) and contact persons of the
issuer, issue manager(s), underwriter(s), auditors, credit rating company and valuer, where applicable
Telephone & Fax Number
Name & Address Contact Person
E-mail, Web Address
ISSUER COMPANY
Tel: +88-02-9554421, +88-02-9568616
Express Insurance Limited Fax:+88-02-9568616 Md. Liaquat Ali Khan
Al – Razi Complex (9th & 10th Floor), 166-167, E-mail: express_insurance@ymail.com
Company Secretary
Shahid Sayed Nazrul Islam Sharani, Bijoynagar, Web site: www.eilbd.com
Dhaka-1000
ISSUE MANAGERS
Tel:+88-02-9559602
AAA Finance & Investment Limited
Tel:+88-02-9567726 Mohammad Obaydur
Amin Court, 4th Floor (Suite#403-405)
Fax:+88-02-9558330 Rahman FCS, FCGA
31, Bir Uttam Shahid Ashfaqueus Samad Road
E-mail: info@aaafinancebd.com Managing Director &
(Previous 62-63, Motijheel C/A), Dhaka-1000
Web site: www.aaafinancebd.com CEO
Tel: +88-02-9514637-8 Fax:+88-02-9514641
IIDFC CAPITAL LIMITED
E-mail: icl@iidfc.com Mohammad Saleh Ahmad
Eunoos Trade Centre (Level 7)
Web site: www.iidf.com Chief Executive Officer
52-53, Dilkusha C/A, Dhaka-1000
Tel: +88-02-9559512, 9559523, 9559530
BLI CAPITAL LIMITED Md. Israil Hossain ACS
Fax:+88-02-9592500
Eunoos Trade Centre (Level 18) Managing Director
E-mail: blicapltd@gmail.com
Web site: www: blicapitalltd.com
UNDERWRITERS
AAA Finance & Investment Ltd. Tel : +88-02-02 9559602 Mr. Mohammad Obaydur
Amin Court, 4th Floor (Suite # 403-405) Fax : +88-02-9558330 Rahman FCS, FCGA
31, Bir Uttam Shahid Ashfaqueus Samad Road E-mail : info@aaafinancebd.com Managing Director &
Dhaka-1000 Web site: www.aaafinancebd.com CEO
Southeast Bank Capital Services limited Tel : +88-02-9574171-75 Mr. Homayun Kabir, ACS
Eunoos Trade Centre (Level-9) Fax : +88-02-9574169 Company Secretary
52-53 Dilkusha C.A. E-mail: sebcsl@southeastbank.com.bd
Dhaka-1000 Web site: www.southeastbank.com.bd
BD Finance Capital Holdings Limited Tel : +88-02-9588186-7 Mr. Barun Prasad Paul
64, Motijheel C/A (2nd floor) Fax : +88-02-9588185 MD & CEO (CC)
Dhaka-1000 E-mail: info@bdcapital.com.bd
Web site: www.bdcapital.com.bd
BLI Capital Limited Tel: +88-02-9559512,9559523 Mr. Debabrata Kumar Sarker
Eunoos Trade Centre(Level-18) Fax: +88-02-9592500 Senior Vice President
52-53 Dilkusha C.A. E-mail: debabrata@blicapitalltd.com
Dhaka-1000 Web site: www.blicapitalltd.com
Roots Investment Limited Tel : +88-02-7116954,+88-02-7117914 Mr. Nomanur Rahman
Diganta Tower, Level-1 Mobile :+88-01833148258 Senior Vice President
12/1 Ram Krishna Mission Fax : +88-02-7119908
Dhaka-1203 E-mail: info@rootsinvestment.com
Web site: www.rootsinvestment.com
Alpha Capital Management Limited Phone: +88-02-8316519, 8316540, 8313947 Mr. Noor Ahamed FCA
Eastern Arzoo Complex (7th floor) Fax +88-02-8316547 CEO & Managing Director
61, Bijoy Nagar, Dhaka-1000 E-mail: alpha.acml@gmail.com
E-mail: info@acmlbd.com
Web site: www.acmlbd.com
AUDITOR
Ahmed Zaker & Co. Tel: +88-02-8300504-8, +88-02-8300501-2
A K M Mohitul Haq, FCA
Chartered Accounts Fax: +88-02-8300509
Senior Partner
Green City Edge (10th Floor) Cell No. +88-01712900886, 01711-056363
89, Kakrail, Dhaka-1000 E-mail: azcbangladesh@ahmed-zaker.com
Web site: www.ahmed-zaker.com
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VALUER
Aziz Halim Khair Choudhury, Tel : +88-02-9137092, 9145017
Chartered Accountants Fax- +88-02-9137092
Engr. Md. Toufiqul Islam
Building #2(3rd& 4th Floor), House E-mail : mahalim@bdcom.net
Team Leader
79(new)Road#12A(new) Web site: www.ahkcbd.com
Dhanmondi, Dhaka-1209
* Credit rating is not applicable for the issuer.
(ii) A person interested to get a prospectus may obtain from the issuer and the issue managers.
(iii) “If you have any query about this document, you may consult the issuer, issue manager and underwriter”
iv
(iv) “CONSENT OF THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION HAS BEEN OBTAINED TO
THE ISSUE OR OFFER OF THESE SECURITIES UNDER THE SECURITIES AND EXCHANGE ORDINANCE, 1969, AND
THE BANGLADESH SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE) RULES, 2015. IT MUST BE
DISTINCTLY UNDERSTOOD THAT IN GIVING THIS CONSENT THE COMMISSION DOES NOT TAKE ANY
RESPONSIBILITY FOR THE FINANCIAL SOUNDNESS OF THE ISSUER COMPANY, ANY OF ITS PROJECTS OR THE
ISSUE PRICE OF ITS SECURITIES OR FOR THE CORRECTNESS OF ANY OF THE STATEMENTS MADE OR OPINION
EXPRESSED WITH REGARD TO THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS DIRECTORS, CHIEF
EXECUTIVE OFFICER, MANAGING DIRECTOR, CHIEF FINANCIAL OFFICER, COMPANY SECRETARY, ISSUE
MANAGER, ISSUE MANAGER’S CHIEF EXECUTIVE OFFICER, UNDERWRITERS, AUDITOR(S), VALUER AND/OR
CREDIT RATING COMPANY (IF ANY)."
(V) ‘Risk in relation to the first issue’
"This being the first issue of the issuer, there has been no formal market for the securities of the issuer. The
face value of the securities is Tk. 10.00 (ten) and the issue price is Tk 10 , i.e. face value. The issue price has
been determined and justified by the issuer and the issue manager as stated under the paragraph on
“Justification of Issue Price” should not be taken to be indicative of the market price of the securities after
listing. No assurance can be given regarding an active or sustained trading of the securities or the price after
listing."
(VI) ‘General Risk’
"Investment in securities involves a degree of risk and investors should not invest any funds in this offer
unless they can afford to take the risk of losing their investment. Investors are advised to read the risk
factors carefully before taking an investment decision in this offer. For taking an investment decision,
investors must rely on their own examination of the issuer and the offer including the risks involved. The
securities have not been recommended by the Bangladesh Securities and Exchange Commission (BSEC) nor
does BSEC guarantee the accuracy or adequacy of this document. Specific attention of investors is invited to
the statement of ‘risk factors’ given on page number(s) 155 to 165.
(VII) ‘Express Insurance Limited’s Absolute Responsibility’
"The issuer, having made all reasonable inquiries, accepts responsibility for and confirms that this prospectus
contains all material information with regard to the issuer and the issue, that the information contained in the
prospectus are true, fair and correct in all material aspects and are not misleading in any respect, that the
opinions and intentions expressed herein are honestly held and that there are no other f acts, the omission of
which make this document as a whole or any of such information or the expression of any such opinions or
intentions misleading in any material respect."
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(b) Availability of Prospectus
(i) Names, addresses, telephone numbers, fax numbers, website addresses and e-mail
addresses and names of contact persons of the institutions where the prospectus and abridged
version of prospectus are available in hard and soft forms;
The Prospectus and abridged version prospectus in hard and soft forms of the Company shall be
obtained from the following addresses:
Telephone & Fax Number, E-mail,
Name & Address Contact Person
Web Address
ISSUER COMPANY
Tel:+88-02-9554421
Express Insurance Limited Tel:+88-02-9568616 Mr. Md. Liaquat Ali Khan
Al – Razi Complex (9th & 10th Floor), 166-167, Fax:+88-02-568616
Company Secretary
Shahid Sayed Nazrul Islam Sharani, Bijoynagar, E-mail: express_insurance@ymail.com
Dhaka-1000 Web site: www.eilbd.com
ISSUE MANAGERS
Tel:+88-02-9559602, +88-02-9567726
AAA Finance & Investment Ltd.
Fax:+88-02-9558330 Mr. Mohammad Obaydur
Amin Court, 4th Floor (Suite#403-405)
E-mail:info@aaafinancebd.com Rahman FCS
Web site: www.aaafinancebd.com Managing Director & CEO
(Previous 62-63, Motijheel C/A), Dhaka-1000
Tel: +88-02-9514637-8
IIDFC Capital Limited
Fax:+88-02-9514641 Mohammad Saleh Ahmad
E-mail:icl@iidfc.com Chief Executive Officer
Web site: www: iidfc.com
Tel: +88-02-9559512, +88-02-9559523, +88-
BLI Capital Limited Md. Israil Hossain ACS
02-9559530
Eunoos Trade Centre (Level 18) Managing Director
Fax:+88-02-9592500
Web site: www: blicapitalltd.com
UNDERWRITERS
AAA Finance & Investment Ltd. Tel : +88-02-02 9559602 Mr. Mohammad Obaydur
Amin Court, 4th Floor (Suite # 403-405) Fax : +88-02-9558330 Rahman FCS, FCGA
31,Bir Uttam Shahid Ashfaqueus Samad Road, E-mail : info@aaafinancebd.com Managing Director & CEO
Dhaka-1000 Web: www.aaafinancebd.com
Southeast Bank Capital Services limited Tel : +88-02-9574171-75 Mr. Homayun Kabir, ACS
Eunoos Trade Centre (Level-9), Fax : +88-02-9574169 Company Secretary
52-53 Dilkusha C.A. E-mail:sebcsl@southeastbank.com.bd
Dhaka-1000 Web: www.southeastbank.com.bd
BD Finance Capital Holdings Limited Tel : +88-02-9588186-7 Mr. Barun Prasad Paul
64, Motijheel C/A, 2nd floor, Fax : +88-02-9588185 MD & CEO (CC)
Web site: www.bdcapital.com.bd
BLI Capital Limited Tel: +88-02-9559512, +88-02-9559523 Md. Israil Hossain ACS
Eunoos Trade Centre (Level- Fax: +88-02-9592500 Managing Director
18), 52-53 Dilkusha C.A. E-mail: debabrata@blicapitalltd.com
Dhaka-1000 Web site: www.blicapitalltd.com
Roots Investment Limited Tel : +88-02-7116954,+88-02-7117914 Mr. Nomanur Rahman
Diganta Tower, Level-1, Mobile : +880 1833148258 Senior Vice President
Dhaka-1203 E-mail:info@rootsinvestment.com Web
site:www.rootsinvestment.com
Alpha Capital Management Limited Phone: +88-02-8316519 Mr. Noor Ahamed FCA
Eastern Arzoo Complex (7th floor) Fax +88-02-8316547 CEO & Managing Director
61 Bijoy Nagar, Dhaka-1000. E-mail:alpha.acml@gmail.com,
info@acmlbd.com
Web site: www.acmlbd.com
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STOCK EXCHANGES
Tel: +88-02-9564601, +88-02-9576210-18
Dhaka Stock Exchange Limited Fax: +88-02-9564727, +88-02-9569755 Mrs. Souzia Afrin
DSE Library, E-mail: research@dsebd.org Librarian
9/F Motijheel C/A, Dhaka-1000 Web site: www.dsebd.org
Chittagong Stock Exchange Limited Tel: -880 31-714632-3
Mohaammad Habib Ullah
CSE Library, Fax: +880 31-714101 Deputy Manager
CSE Building, 1080, Sheikh Mujib Road Agrabad, E-mail: habib.ullah @cse.com.bd
Chittagong- 4100. Web site : www.cse.com.bd
Prospectus would also be available on the web sites of BSEC (www.secbd.org) and at the Public Reference Room of the
Bangladesh Securities and Exchange Commission (BSEC) for reading and studying.
(ii) Names and dates of the newspapers where abridged version of prospectus was published
Names and dates of the newspapers where abridged version of prospectus was published:
Sl. No. Name of the Newspaper Date of Publication

1 The Financial Express 10 March 2020
2 The New Nation 10 March 2020
3 Daily Bonik Barta 10 March 2020
4 Daily Ittefaq 10 March 2020
vii
(iii) Definitions and Acronyms/Elaborations Acronyms/Elaborations:
AAA : AAA Finance & Investment Limited

BB : Bangladesh Bank
BO A/C : Beneficiary Owner Account or Depository Account
BSEC : Bangladesh Securities and Exchange Commission
BIDA : Bangladesh Investment Development Authority
CD : Current Deposit
Commission : Bangladesh Securities and Exchange Commission
Companies Act : Companies Act, 1994 (Act. No. XVIII of 1994)
CSE : Chittagong Stock Exchange Limited
DI : Department of Insurance
DSE : Dhaka Stock Exchange Limited
EIL : Express Insurance Limited
EPZ : Export Processing Zone
FC Account : Foreign Currency Account
FI : Financial Institution
GOB : The Government of People’s Republic of Bangladesh
IPO : Initial Public Offering
Issue Managers AAA Finance & Investment Ltd., IIDFC Capital Limited and BLI Capital Limited
Issue : Public Issue
Issuer : Express Insurance Limited
JBC : Jiban Bima Corporation
NAV : Net Asset Value of the Company
NBR : National Board of Revenue
NIB : National Investment Bond
NRB : Non-Resident Bangladeshi
Offering Price : Price of the securities of Express Insurance Limited being offered
IDRA : Insurance Development and Regulatory Authority
PSB : Public Sector Business
Registered Office : Head Office of the Company
RJSC : Registrar of Joint Stock Companies & Firms
SBC : Shadharan Bima Corporation
Securities : Shares of Express Insurance Limited
Share Market : Market of the Securities
Sponsors : The sponsor shareholders of Express Insurance Limited
Stockholders : Shareholders
Subscription : Application money
The Company : Express Insurance Limited
viii
TABLE OF CONTENTS
PARTICULARS PAGE NO.

SECTION (I): EXECUTIVE SUMMARY 1-8
a About the industry 1
b About the Issuer 2
c Financial Information 2-3
d Features of the issue and its objects 3
e Legal and other Information 3
f Promoters' background 4-6
g Capital structure and history of capital raising 7
h Summary of valuation report of securities 8
i Others 8
SECTION (II): CONDITIONS IMPOSED BY THE COMMISSION IN THE CONSENT LETTER 9-15
DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM 9-15
CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969 9-15
SECTION (III): DECLARATION AND DUE DILIGENCE CERTIFICATES AS PER ANNEXURE A, B AND C 16-29
DECLARATION ABOUT THE RESPONSIBILITY OF THE DIRECTORS, INCLUDING THE CEO OF THE ISSUER IN
16
RESPECT OF THE PROSPECTUS
DUE DILIGENCE CERTIFICATE BY ISSUE MANAGER 17-22
DUE DILIGENCE CERTIFICATE BY THE UNDERWRITER 23-29
SECTION (IV): ABOUT THE ISSUER 30-32
a Particulars of the Company 30-31
b Name of the Sponsors and Directors 31
c Particulars of Auditor and Registrar to the Issue 32
d Name of the Stock Exchanges where the Securities to be listed 32
SECTION (V): CORPORATE DIRECTORY OF THE ISSUER 33
SECTION (VI): DESCRIPTION OF THE ISSUER 34-87
a Summary 34-35
b General Information 35-41
c Capital Structure 41-50
d Description of Business 50-58
e Description of Property 59-64
f Plan of Operation and Discussion of Financial Condition 64-87
SECTION (VII): MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 88-89
a Overview of business and strategies 88
b SWOT ANALYSIS 89
Analysis of the financial statements of last five years with reason(s) of fluctuating revenue/sales, other
c income, total income, cost of material, finance cost, depreciation and amortization expense, other 89
expense; changes of inventories, net profit before & after tax, EPS etc.
Known trends, demands, commitments, events or uncertainties that are likely to have an effect on the
d 89
company's business
e Trends or expected fluctuations in liquidity 89
Off-balance sheet arrangements those have or likely to have a current or future effect on financial
f 89
condition
SECTION (VIII): DIRECTORS AND OFFICERS 90-103
Name, Father's Name, age, Residential address, Educational qualification, experience and position of
a 90
each director and nominated director with nomination period, organization name
b Date of first Directorship and Expiry of Current Tenure of the directors 91
c Name of Interest and Involvement in other business/organization of directors 91-92
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Statement of if any Directors of the issuer are associated with the securities market in any manner and
d any director of the issuer company is also director of any issuer of other listed securities during last three 93
years with dividend payment history and market performance
Family relationship (father, mother, spouse, brother, sister, son, daughter, spouse's father, spouse’s
e 93
mother, spouse's brother, spouse's sister) among the directors and top five officers
f Brief description of other businesses of the directors 93-94
g Short bio-data of each director 95-96
Loan status of the issuer, its directors and shareholders who hold 10% or more shares in the paid- up
h 96
capital of the issuer in terms of the CIB Report of Bangladesh Bank:
Name, position, educational qualification, age, date of joining in the company, overall experience (in
year), previous employment, salary paid for the financial year of the Chief Executive Officer, Managing
i Director, Chief Financial Officer, Company Secretary, Advisers, Consultants and all Departmental Heads. If 97-99
the Chairman, any director or any shareholder received any monthly salary than this information should
also be included
j Changes in the key management persons during the last three years 99
A profile of the sponsors including their names, father's names, age, personal addresses, educational
k qualifications, and experiences in the business, positions/posts held in the past directorship held, other 99-101
ventures of each sponsor and present position
If the present directors are not the sponsors and control of the issuer was acquired within five years
I immediately preceding the date of filing prospectus details regarding the acquisition of control, date of 101
acquisition, terms of acquisition, consideration paid for such acquisition etc.
If the sponsors/directors do not have experience in the proposed line of business, the fact explaining how
m 101
the proposed activities would be carried out/managed
n Interest of the key management persons 101
0 All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary 101-102
p Number of shares held and percentage of shareholding (pre-issue): 102
q Change in board of directors during last three years 103
r Director's engagement with similar business 103
SECTION (IX): CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 104-111
SECTION (X): EXECUTIVE COMPENSATION 112-113
SECTION (XI): OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES 113
SECTION (XII): TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THEMEMORANDUM 114-117
SECTION (XIII): OWNERSHIP OF THE COMPANY'S SECURITIES 118-135
SECTION (XIV): CORPORATE GOVERNANCE 136-145
SECTION (XV): VALUATION REPORT OF SECURITIES PREPARED BY THE ISSUE MANAGERS 146-149
SECTION (XVI): DEBT SECURITIES 150
SECTION (XVII): PARTIES INVOLVED AND THEIR RESPONSIBILITIES 150
SECTION (XVIII): MATERIAL CONTRACTS 151-152
SECTION (XIX): OUTSTANDING LITIGATIONS, FINE OR PENALTY 153-154
SECTION (XX): RISK FACTORS AND MANAGEMENT"S PERCEPTIONS ABOUT THE RISKS 155-165
SECTION (XXI): DESCRIPTION OF THE ISSUE 166-167
SECTION (XXII): USE OF PROCEEDS 168-170
SECTION (XXIII): LOCK-IN 171-173
SECTION (XXIV): MARKETS FOR THE SECURITIES BEING OFFERED 174
SECTION (XXV): DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED 175-176
SECTION (XXVI): FINANCIAL STATEMENTS 177-248
SECTION (XXVII): PUBLIC ISSUE APPLICATION PROCEDURE 249-253
SECTION (XXVIII): OTHERS 254-260
1
Section-I Executive Summary

(a) ABOUT THE INDUSTRY
After the liberation the Government of the People's Republic of Bangladesh in 1971, nationalized the
insurance industry along with the banks in 1972 by Presidential Order No. 95. By virtue of this order, all
companies and organization transacting all types of insurance business in Bangladesh came under this
nationalization order. This was followed by creation of five insurance companies in the life and non-life
sector. Further changes were brought on 14 May 1973. Through the enactment of Insurance
Corporation Act VI, 1973, this led to creation of two corporations namely Shadharan Bima Corporation
for general insurance and, Jiban Bima Corporation for life insurance in Bangladesh. In other words,
Shadharan Bima Corporation (SBC) emerged on 14 May 1973 under the Insurance Corporation Act (Act.
No. VI) of 1973 as the only state-owned organization to deal with all classes of general insurance & re-
insurance business emanating in Bangladesh. Thereafter SBC was acting as the sole insurer of General
Insurance till 1984. Bangladesh Government allowed the private sector to conduct business in all areas
of insurance for the first time in 1984. The private sector availed the opportunity promptly and came
forward to establish private insurance companies through promulgation of the Insurance Corporations
(Amendment) Ordinance (LI of 1984) 1984. The Insurance Market in Bangladesh now consists of two
state-owned corporations, forty-six and thirty private sector general & life insurance companies
respectively, 78 Insurance Companies. Growth in insurance coverage is strongly associated with rising
incomes, the development of an increasingly sophisticated banking sector, and low or moderate levels
of inflation. The strong contribution of rising incomes to greater insurance coverage might be
attributable to demand factors (rising demand for coverage as individuals become wealthier), supply
factors (it becomes more cost- effective to provide insurance as the economy expands, providing both a
stronger institutional environment and greater returns relative to transactions cost), or a combination.
The overall institutional environment plays an important role, in terms of political stability and openness
as well as government effectiveness, rule of law, and control of corruption. Religious factors also play a
role, with insurance consumption inversely correlated to the share of the population that is Islamic. The
evidence suggests there is substantial potential for insurance to make a greater contribution to
economic growth and social welfare in many lower and middle-income countries. Indeed, industry
experts argue that insurance lags behind other financial services in the extent of globalization, providing
substantial growth opportunities.
Contribution of Insurance Industry to the Economic Development in Bangladesh the commitment of the
government to promote development of the insurance sector is of enormous consequence for its
promising future. In view of the pro-active policy support of the government that the sector has so far
received in an unstinted manner, we certain that within the next few years we will be able to make
insurance a very important component of the country's financial system. This will go a long way for
eradication of poverty and promoting sustainable economic growth. Insurance serves a number of
valuable functions, which are very different from those rendered by other types of financial
intermediaries. The indemnification and the risk pooling properties of non-life insurance facilitate
transaction and the provision of credit by mitigating losses as well as the measurement and
management of risk.
Source: The New Nation, page # 20, dated November 20, 2016
2
(b) ABOUT THE ISSUER

Express Insurance Limited (EIL) was incorporated in Bangladesh on March 30, 2000 under the Companies
Act, 1994 as a public company limited by shares for carrying out all kinds of general insurance activities.
EIL was granted Certificate of Commencement of Business on March 30, 2000 for general insurance
business. The company starts its business on May 18, 2000 after obtaining license from the then
Directorate of Controller of Insurance. The Authorized capital of the Company is Tk. 75.00 crore
consisting of 75,000,000 ordinary shares of Tk. 10.00each.
Since its establishment in 2000 as one of the leading general insurance companies in the private sector,
the Company has within a short span of time established itself as one of the most reputed and
trustworthy insurance companies in the country. Selective underwriting and prompt settlement of
claims have contributed towards building up a very respectable image of the Company within the
business community. The Company has 20 branches throughout the country.
A short profile of the Company is presented below:
Particulars Status
Date of incorporation (as a Public Limited Company) 30 March 2000
Date of getting license for Commencement of 30 March 2000
Business
Date of getting permission of Insurance Business & 18 May 2000
starts operation
Authorized capital as on 31 December 2018 BDT 75,00,00,000
Paid up capital as on 31 December 2018 BDT 39,11,84,640
Al – Razi Complex (9th & 10th Floor), 166-167,
Corporate Office Address
Shahid Sayed Nazrul Islam Sharani, Bijoynagar,
Dhaka-1000
Al – Razi Complex (9th & 10th Floor), 166-167,
Registered Office Address
Shahid Sayed Nazrul Islam Sharani, Bijoynagar,
Dhaka-1000
(i) Fire Insurance Business
Major services (ii) Marine Insurance Business
(iii) Motor Insurance Business
(iv) Miscellaneous Insurance Business
(c) FINANCIALINFORMATION
Major financial information of Express Insurance Limited is as follows:

Amount in Taka
Sl.No. Particulars 31 Dec 2018 31 Dec 2017 31 Dec 2016 31 Dec 2015 31 Dec 2014
1 Revenue 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
2 Underwriting profit 55,233,465 41,012,024 57,482,512 67,017,499 96,474,148

3 Net profit before 76,807,271 70,242,874 74,264,330 86,505,360 115,789,736
3
tax
4 Net profit after tax 43,841,610 46,766,229 49,264,330 56,505,360 85,789,736

5 Total assets 1,107,884,003 1,087,247,342 1,086,965,242 1,032,439,653 974,862,558
6 No. of shares 39,118,464 39,118,464 39,118,464 39,118,464 32,598,720
7 Face value 10.00 10.00 10.00 10.00 10.00
8 NAV Per share 18.72 18.99 18.97 17.74 19.55
9 Earnings per share 1.12 1.20 1.26 1.44 2.64
*Source: As per audited financial statements from 2014 to 2018
(d) FEATURES OF THE ISSUE AND ITS OBJECTS
Size of the Issue Tk. 26,07,90,000

Offer Price Tk. 10.00 each at par
Number of Share to be Issued 2,60,79,000
Please see details in the section-xxii as titled
Purpose of Raising Fund
of “Use of proceeds” of this prospectus
Implementation Period within 45 days to 9 months
(e) LEGAL AND OTHER INFORMATION
Registration
Particular /Certificate/ License Issue Date Validity Expired On
No.
Certificate of
C-39954 (1922)/2000 March 30, 2000 N/A
Incorporation
Certificate of
CR-13/2000 May 18, 2000 N/A
Registration
Registration Renewal CR-13/2000 January 17, 2019 December 31, 2020
Trade License 02032873 January 07, 2020 30 June, 2020
TIN Certificate 2141 2498 1218 N/A
VAT Reg. No. BIN: 000251279 N/A
4
(f) PROMOTER’SBACKGROUND
The subscribers to the memorandum of the Company were as follows:
Sl. No. Name of the promoter Status

1 Mjr. General Monzur Rashid Khan (Rtd.)
2 Mr. Md. Shamsur Rahman
3 Mjr. M. Anisur Rahman (Rtd.)
4 Mr. Md. Abdul Awal Subscriber to the memorandum (Mjr. General
5 Mrs. Halima Akter Monzur Rashid Khan, Mjr. M. Anisur Rahman, Mrs.
6 Mr. Mohd. Fuad Latif Ayeasha Siddique, Mr. Mohd. Fuad Latif, Mr.
7 Alhaj Mohd. Younus Abdur Rashid were sponsors, but now, they are
8 Mr. Khalilur Rahman Choudhury not holding any shares of the company)
9 Mrs. Ayeasha Siddique
10 Mrs. Marium Akhter
11 Mr. Latiful Bari
12 Mr. Amir Hamza
13 Mr. Syed Al Farooque
14 Mr. Abdur Rashid
Mjr. General Monzur Rashid Khan (Rtd.)
Mjr. General Monzur Rashid Khan (Rtd.) was a high-ranking officer in Bangladesh Army. He was capable
to manage Company affairs very efficiently. He had great contribution to formation of Express Insurance
Limited. He was one of the sponsor Director and first Chairman of the Company.
Mr. Md. Shamsur Rahman

Md. Shamsur Rahman he is a commerce graduate. He was a member of BCS cadre (Admin) service. He
left the service and started his business career in 1977. He is the Chairman of Bay Tanneries Unit-02 and
the Chairman & Managing Director of Bay Tanneries Limited, Bay Rubber & Plastic Industries Limited,
Bay Agro Industries Limited and Aziz Tannery Limited, Director of Golden Life Insurance Company Ltd.
and Bay Economic Zone. Bay Tanneries Limited is a leading industry in leather sector of the country. He
is a CIP of the country. For his valuable contribution in the economy, he was elected CIP in 1998 and still
holding the dignifying status. As a part of discharging of social responsibilities, he established Shamsur
Rahman Degree College and Samantasar High School at Goshairhat, Shariatpur. He is also patron and
donor of a numbers of School, Madrasha, Mosque, Orphanage and other social organizations.
Mjr. M. Anisur Rahman (Rtd.)
Mjr. M. Anisur Rahman (Rtd.) is retired Army personnel. He is capable to manage situation. He is
associable with Bay group and is the Chairman of Bay Agro Industries Ltd. He was one of the Sponsor
Director of Express Insurance Limited. He is a dynamic entrepreneur of the country and had great
contribution to formation of Express Insurance Limited.
5
Mr. Md. Abdul Awal
Mr. Md. Abdul Awal is one of the Directors and the Chairman of the Company. He is a Bachelor of
Business Administration. He started his Business career soon after completing his education. In the year
2005, he started his share trading business house Synthia Securities Limited having a membership of
Dhaka Stock Exchange. He is also a sponsor shareholder of Mercantile Bank Limited. He is the member
Secretary of ‘Abdur Razzak & Mohammed Selim Foundation’, a foundation engaged in social welfare
activities.
Mrs. Halima Akter
Mrs. Halima Harun comes from a respectable Muslim family. She is a well-educated woman. She is
involved in business of different sectors of the country. She is one of the Directors of Chemiton Limited,
the sole distributor of ‘Clarient International AG’ of Switzerland in Bangladesh. She is also sponsor
shareholder of EXIM Bank Limited. She takes active part in day to day affairs of all these business houses
and in this way, she has gathered experience in managing Company affairs with efficiency.
Alhaj Mohd. Younus
Alhaj Mohammed Younus is one of the Sponsor Directors of Express Insurance Limited. He had great
contribution to formation of Express Insurance Limited. Mr. Younus a reputed industrialist of the
Country. Presently he is managing several businesses of Younus Group of Industries and Galaxy Flying
Academy Ltd. He is also one of the Directors of Shahjalal Islami Bank Ltd., Shahjalal Islami Bank Securities
Ltd., Sonali Paper & Board Mills Ltd. and Sonali Dredger Ltd. Mr. Younus is reputed for contribution to
the field of Education. He is a man of pleasant personality and possesses vast experience in the field of
business and industrialization. He traveled many countries of the world in connection with business.
Mr. Mohd. Fuad Latif
Mr. Mohd. Fuad Latif hails from a respectable Muslim family in Sylhet. He is a well-educated person and
earned educational degree from both in the country and foreign University. He was associated with his
family business from very since. Thus, he has gathered experience in managing business affairs very
efficiently. He was one of the sponsors Directors of the Company.
Mr. Khalilur Rahman Choudhury

Mr. Khalilur Rahman Choudhury is a commerce graduate. He also earned a diploma in Credit
Management in 1962 from Institute of Credit Management, UK. In his long business career established
eight Industry/business house and managing very successfully. He is the Chairman & Managing Director
of Khalil Garments Limited, Khalil knitwear Limited, Khalil Fashion Limited, Khalil & Khalil Investment
Limited, Ataia Trading Corporation Limited. He is the Proprietor of Al- Hera Filling Station, KRC CNG &
Filling Station, KRC Filling Station and KRC Rubber Bagan. He was elected CIP for consecutive 5 time for
his valuable contribution to the economy of the country. He is the founder and donor of Khalil Bidda
Niketan and Khalil Choudhury Girls Academy in his locality in Sylhet.
6
Mrs. Ayeasha Siddiquee

Mrs. Ayeasha Siddiquee comes of a respectable and wealthy Muslim family. She was Sponsor Director of
Jamuna Bank Ltd. Now she is sponsor shareholder of Jamuna Bank Ltd. She was one of sponsor
promoter of the Company.
Mrs. Marium Akhter
Mrs. Marium Akhter comes of a respectable Muslim Family. Mrs. Marium Akhter is associated with
Karim Leathers Limited since 1983 as a Director of Kamtex Ltd. since 2001. Karim Leathers Limited is one
of the mentionable leather industries in the country.
Mr. Latiful Bari
Mr. Latiful Bari is a Graduate in Business Administration from Bradford College, United States of
America. He is the Managing Directors of Rahmat Fashion Wears Limited & the Chairman of Rahmat Knit
Dying & Finishing Limited. He is the one of Directors of Rahmat Textiles Limited, China Plastic (BD)
Limited & Rahmat Rotors Limited. He visited many countries of the world for business purpose.
Mr. Amir Hamza
Mr. Amir Hamza Sarker earned B.B.M degree from Cambridge College, Australia. He is the Chiarman of
Rahmat Spinning Mills Limited, Chairman & Managing Director of Logos Wear House Limited. Managing
Director of Rahmat sweaters (BD) Limited, Belkuchi Spinning Mills Ltd., Logos Apparels Ltd., & Director
Rahmat Plastic & Accessories Limited and the Proprietor of Logos Printing & Design.
Mr. Syed Al Farooque

Syed Al Farooque obtained M.A. with B.A (Hon’s) from Dhaka University. He started business career in
1984 in RMG Sector. He is the Managing Director of Wills Group including Wills fashion Limited, Probal
Garments Limited, Wills Properties Limited, Wills Fashionwear Limited, Triple A Limited, Mizapur Resost
Limited and Chalishnu Publication Limited. Apart from business activities he is a cultural personality and
well-known poet in the country. He has more than 40 publications in his credit. He is also a member of
the Executive Committee of Bangladesh Insurance Association and playing a vital role in Insurance
Industry. He visited many countries of the world for business purpose.
Mr. Abdur Rashid

Mr. Abdur Rashid was one of the Sponsor Director of the Company. He was a dynamic entrepreneur of
the Country and had great contribution to formation of the Company. He was the founder Chairman &
Managing Director of Gumti Textile Ltd. & Gumti Apparels Ltd.
7
(g) CAPITAL STRUCTURE AND HISTORY OF CAPITAL RAISING

Authorized capital
The Company has authorized capital of Tk. 75,00,00,000 comprises of 7,50,00,000 nos. of share @ Tk.
10.00 per share.
Paid-up capital
At present the Company has Tk. 39, 11,84,640 paid up capital which comprises of 3, 91,18,464 number
of shares @ Tk. 10.00 per share. The details of capital structure are given below:
Already issued
Allotment Issue Class of Form of Nominal price

Sl. No. Particulars No. of share
date price securities consideration BDT
As per
1 60,00,000 10 Cash 6,00,00,000
memorandum
2 Bonus share 22.09.2008 3,00,000 10 Bonus share 30,00,000
3 Bonus share 29.09.2009 7,56,000 10 Bonus share 75,60,000
Ordinary
4 Bonus share 03.07.2010 17,64,000 10 Bonus share 1,76,40,000
share
6 Rights share 05.05.2011 1,32,30,000 10 Cash 13,23,00,000
Total issued & fully paid up capital as on 31 December 2018 39,11,84,640
Now, the Company is planning to issue 2,60,79,000 ordinary shares of Tk. 10 each totaling to Tk.
26,07,90,000 through IPO and Post-IPO paid up capital shall stand Tk. 65,19,74,640 consisting of
6,51,97,464 ordinary shares of Tk. 10 each subject to approval of regulatory authorities.
(h) SUMMARY OF VALUATION REPORT OFSECURITIES

The summary of valuation of share price of Express Insurance Limited is as follows:
Fair Value
Sl. No. Valuation Methods
(BDT)
Net Asset Value (NAV) at historical or Current costs
18.72
(With Revaluation Reserve)
Method -01
Net Asset Value (NAV) at historical or Current costs
16.65
(Without Revaluation Reserve)
Method -02 Historical Earnings based value per share 20.24
Method-03 Yearly Average market price of Similar Stocks 21.74
Method -04 P/BV Multiple of Similar Stocks Based Valuation 24.09

8
(i) Others:
a) DECLARATION BY THE ISSUER THAT THERE WAS NOT MADE ANY MATERIAL CHANGE INCLUDING
RAISING OF PAID-UP CAPITAL AFTER THE DATE OF AUDITED FINANCIAL STATEMENTS
We, the Issuer, declare that we did not make any material changes including raising of paid up capital after the
date of audited financial statements as included in the prospectus.
Sd/-
K.M. Saidur Rahman

Managing Director & CEO
b) ISSUE MANAGERS DECLARATION IN CONNECTION WITH ISSUER

We, the Issue Managers for IPO of Express Insurance Limited declare that we do not have any connection with the
issuer company or any of our connected people is no way connected with the Issuer nor does hold any of its
securities thereof.
Sd/- Sd/- Sd/-

MD. Israil Hossain ACS Mohammad Saleh Ahmed Mohammad Obaydur Rahman FCS
Managing Director Chief Executive Officer Managing Director
BLI Capital Limited IIDFC Capital Limited AAA Finance & Investment Ltd.
9
CONDITIONS IMPOSED BY THE COMMISSION IN THE

SECTION-II
CONSENT LETTER
DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM:
As per provision of the Depository Act, 1999 and regulation made there under, shares will be issued in
dematerialized condition. All transfer/transmission/splitting will take place in the Central Depository
Bangladesh Ltd. (CDBL) system and any further issuance of shares (rights/bonus) will be issued in
dematerialized form only.
CONDITIONS UNDER 2CC OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969:
PART-A
1. The Company shall go for Initial Public Offer (IPO) for 2,60,79,000 ordinary shares of Tk. 10.00 each at par totaling
to Tk. 26,07,90,000.00 (Taka twenty-six crore seven lac and ninety thousand only) following the Securities and
Exchange Ordinance, 1969, the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015, the
Depository Act, 1999 and rules made there under.
2. The abridged version of the prospectus, as approved by the Commission, shall be published by the issuer in 4 (Four)
national daily newspapers (two in Bangla and two in English), within 02 (two) working days from the date of
issuance of this consent letter. The issuer shall post the full prospectus, vetted by Commission, in the issuer’s
website and shall also put on the websites of the Commission, stock exchanges, and the issue manager, within 5
(five) working days from the date of issuance of this letter and shall remain posted till the closure of the
subscription list. The issuer shall submit to the Commission, the stock exchanges and the issue manager a diskette
containing the text of the vetted prospectus in “MS -Word” format.
3. The company shall submit 40 (Forty) copies of the printed prospectus to the Commission for official record within 5
(Five) working days from the date of publication of the abridged version of the prospectus in the newspaper.
4. The issuer company and the issue manager shall ensure transmission of the prospectus and its abridged version for
NRBs through email to the Bangladesh Embassies and Missions abroad within 5 (Five) working days from the date
of publication of the abridged version of the prospectus in the newspaper. A compliance report shall be submitted
in this respect to the Commission jointly by the issuer and the Issue Manager within 02 (Two) working days from
the date of said transmission of the prospectus.
5. The following declaration shall be made by the company in the prospectus, namely: -
"Declaration about Listing of Shares with the stock exchange (s):
None of the stock exchange(s), if for any reason, grants listing within 30 (thirty) days from the closure of
subscription, any allotment in terms of this prospectus shall be void and the company shall refund the subscription
money within 15 (Fifteen) days from the date of refusal for listing by the stock exchanges, or from the date of
expiry of the said 30 (thirty) days, as the case may be.
In case of non-refund of the subscription money within the aforesaid 15 (Fifteen) days, the Directors of the
company, in addition to the issuer company, shall be collectively and severally liable for refund of the subscription
money, with interest at the rate of 2% (two percent) above the bank rate, to the subscribers concerned.
The issue manager, in addition to the issuer company, shall ensure due compliance of the above-mentioned
conditions and shall submit compliance report thereon to the Commission within 07 (Seven) days of expiry of the
aforesaid 15 (Fifteen) days time period allowed for refund of the subscription money.”
6. All applicants shall apply for a minimum lot of 500 shares worth Taka 5,000/- (Taka five thousand only) or its
multiples.
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7. The IPO shall stand cancelled in case of under-subscription collectively above 35%. In such an event, the issuer and
issue manger shall inform the Commission within 2 (two) working days and release the subscription money within
10 (ten) working days after receiving verification report from CDBL and the information from exchanges regarding
subscription.
8. 20% of the securities reserved for general public excluding NRB shall be reserved for ক্ষতিগ্রস্থ ক্ষুদ্র তিতিয় োগকোরী. In case
of under-subscription under any of sub-categories of eligible investors category or general public category, the
unsubscribed portion shall be added to other sub-category of the same category. In case of over subscription in
the general public category, the issuer and the issue manager shall jointly conduct an open lottery. In case of
over subscription in the eligible investors’ category, securities shall be allotted on pro-rata basis. No eligible
investor shall apply for more than 2% (two percent) of the total securities reserved for the eligible investors.
9. An applicant cannot submit more than two applications, one in his/her own name and the other jointly with
another person. In case, an applicant submits more than two applications, all applications shall be treated as
invalid and shall not be considered for allotment purpose. In addition, 15% (fifteen) of the application money
shall be forfeited and deposited to the Commission. The balance amount shall be refunded to the applicant.
10. The applicants who have applied for more than two applications using same bank account, their applications shall
not be considered for lottery. In addition, 15% of their subscription money shall be forfeited and deposited to the
Commission. The balance amount shall be refunded to the applicants.
11. Making of any false statement in the application or supplying of incorrect information therein or suppressing any
relevant information in the application shall make the application liable to rejection and subject to forfeiture of
25% of the application money and/or forfeiture of share (unit) before or after issuance of the same by the issuer.
The said forfeited application money or sell proceeds of the forfeited share (unit) shall be deposited to the
Commission. This is in addition to any other penalties as may be provided for by the law.
12. The company shall furnish the list of allotees to the Commission and the stock exchange(s) simultaneously in which
the shares will be listed, within 24 (Twenty-Four) hours of allotment.
13. Shares not allotted at the time of according this consent, but allotted after listing, in favor of sponsors, directors or
shareholders having 10% or more shares through stock dividends, shall be subject to a lock-in period of 02 (two)
years from the date of issuance of the prospectus.
14. If any share of Sponsors/Directors/Promoters is in paper format, it shall be handed over to securities custodian
registered with the Commission and shall remain held till completion of lock-in period and the name of the
securities custodian shall be furnished to the Commission jointly by the issuer and issue manager, along with a
confirmation thereof from the custodian, within one week of listing of the shares with the stock exchange(s). Or
they (shares of Sponsors/ Directors/ Promoters) can be demated and shall remain in lock-in under CDBL system
and issuer shall submit a dematerialization confirmation report generated by CDBL and attested by Managing
Director of the company along with the lock-in confirmation to the Commission within one week of listing of the
shares with the stock exchange(s). In respect of shares other than Sponsors/Directors/Promoters the issuer will
ensure their lock-in of those shares and submit a statement to this effect to the Commission.
15. The company shall not declare any dividend/bonus shares before listing of its capital with any Exchange from the
date of this consent for raising of capital.
16. The company shall not engage itself into any merger/amalgamation or acquisition activities without taking “No
Objection” from the Commission, on the scheme of the said merger/amalgamation or acquisition, as
recommended by the Board of Directors, before approval by the shareholders in General Meeting.
17. The trading of securities in the plat form of the exchanges shall be started within 10 (ten) working days of listing
approval.
18. The issuer has been granted waiver from the requirements of Rule 3(3)(c) of the Bangladesh Securities and
Exchange Commission (Public Issue) Rules 2015 as amended vide Notification No. BSEC/CMRRCD/2003-
11
109/229/Admin/98 dated 25 July 2019 and published in the official gazette on September 03, 2019 for issuance
of 2,60,79,000 Ordinary Shares of Tk. 10.00 each at par through Initial Public Offer (IPO).
19. Each Eligible Investor (El) who intends to submit application through the Electronic Subscription System (ESS) of
the exchange(s) shall maintain a minimum investment of Tk. 1,00,00,000/- (one crore only) at market price in
listed securities as on the end of a working day which is immediately preceded by 5 (five) working days from the
first day of starting subscription as per clause (e) of sub-rule (1) of rule 2 of the Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015. The Central Depository Bangladesh Limited (CDBL) shall send a
report to the exchange regarding holding of Els in listed securities and the exchange shall ensure the compliance
in this regard.
20. The company shall invest at least 20% of the capital raised through IPO in the listed securities complying with the
provisions of “িীমো (িি-লোইফ িীমোকোরীর সম্পদ তিতিয় োগ ও সংরক্ষণ) প্রতিধোিমোলো, ২০১৯”.
PART-B
Application Process
Step-1 (Applicant)
1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/ Merchant
Banker where the applicant maintains customer account, within the cut-off date (i.e. the subscription closing date),
which shall be the 25th (twenty fifth) working day from the date of publication of abridged version of prospectus.
2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall contain the
Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount and Category of the
Applicant. At the same time:
(a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application money and service
charge available in respective customer account maintained with the Stock broker/Merchant Banker. No margin
facility, advance or deferred payment is permissible for this purpose. In case the application is made through a
margin account, the application money shall be deposited separately and the Stock broker/Merchant Banker shall
keep the amount segregated from the margin account, which shall be refundable to the applicant, if become
unsuccessful.
(b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in favor of the Issuer
for an amount equivalent to the application money, with their application to the concerned Stock broker/Merchant
Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant may also submit a single draft against 02 (two)
applications made by him/her, i.e. one in his/her own name and the other jointly with another person. The draft
(FDD) shall be issued by the Bank where the applicant maintains Foreign Currency account debiting the same
account and provide the customer with a certificate mentioning the FC account number which has been debited
to issue the FDD. The applicant shall also submit the certificate with his/her application. No banker shall issue
more than two drafts from any Foreign Currency account for any public issue. At the same time, the applicant shall
make the service charge available in respective customer account maintained with the Stock broker/Merchant
Banker.
(c) Eligible investors shall submit application through the electronic subscription system of the exchange(s) and
deposit the full amount intended to subscribe by the method as determined by the exchange(s).
Step-2 (Intermediary)
3. The Stock broker/Merchant Banker shall maintain a separate bank account only for this purpose namely “Public
Issue Application Account”. The Stock broker/Merchant Banker shall:
(a) post the amount separately in the customer account (other than NRB and Foreign applicants), and upon availability
of fund, block the amount equivalent to the application money;
(b) accumulate all the applications/buy instructions received up to the cut-off date, deposit the amount in the “Public
Issue Application Account” maintained with its bank within the first banking hour of next working day of the cut-off
date;
12
(c) instruct the banker to block the account for an amount equivalent to the aggregate application money and to issue
a certificate in this regard.
4. Banker of the Stock broker/Merchant Banker shall block the account as requested for, issue a certificate confirming
the same and handover it to the respective Stock broker/Merchant Banker.
5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stock-broker/Merchant Banker shall prepare a list
containing the bank draft (FDD) information against the respective applicant’s particulars.
6. The Stock broker/Merchant Banker shall prepare category wise lists of the applicants containing Customer ID,
Name, BO Account Number and Number of Securities applied for, and within 03 (three) working days from the cut-
off date, send to the respective Exchange, the lists of applicants in electronic (text format with tilde separator)
format, the certificate(s) issued by its banker, the drafts and certificates received from Non-resident Bangladeshi
(NRB) and Foreign applicants and a copy of the list containing the bank draft (FDD) information. On the next
working day, the Exchanges shall provide the Issuer with the information received from the Stock broker/Merchant
Bankers, the bank drafts (FDD) and certificates submitted by Non-resident Bangladeshi (NRB) and Foreign
applicants and the list containing the bank draft (FDD) information.
7. On the next working day, the Exchanges shall provide the Issuer with the information received from the Stock
broker/Merchant Bankers, the bank drafts (FDD) and certificates submitted by Non-resident Bangladeshi (NRB) and
Foreign applicants and the list containing the bank draft (FDD) information. Exchanges shall verify and preserve the
bankers’ certificates in their custody.
8. The applications/buy instructions shall be preserved by the Stock broker/Merchant Bankers up to 6 months from
listing of the securities with the Exchanges.
Step-3 (Issuer)
9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in electronic (text)
format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list of applicants on its website
and websites of the Exchanges. CDBL shall verify the BOIDs as to whether the BO accounts of the applicants are
active or not.
10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants containing BO
Account Number, Name, Addresses, Parents’ Name, Joint Account and Bank Account information along with the
verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the applications, prepare
category wise consolidated lists of valid and invalid applications and submit report of final status of subscription to
the Commission and the Exchanges within 10 (ten) working days from the date of receiving information from the
Exchanges.
12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within 03 (three)
working days from the date of reporting to the Commission and the Exchanges, if they do not receive any
observation from the Commission or the Exchanges.
13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six) hours and on
the websites of the Commission and the Exchanges within 12 (twelve) hours of lottery.
14. Within 02 (two) working days of conducting lottery, the Issuer shall:
(a) send category wise lists of the successful and unsuccessful applicants in electronic (text format with tilde separator)
format to the respective Exchange.
(b) send category wise lists of unsuccessful applicants who are subject to penal provisions as per conditions of the
Consent Letter issued by the Commission in electronic (text format with tilde separator) format to the Commission
and the Exchanges mentioning the penalty amount against each applicant.
13
(c) issue allotment letters in the names of successful applicants in electronic format with digital signatures and send
those to the respective Exchange in electronic form.
(d) send consolidated allotment data (BOIDs and number of securities) in electronic text format in a CDROM to CDBL to
credit the allotted shares to the respective BO accounts.
15. On the next working day, the Exchanges shall distribute the information and allotment letters to the Stock
broker/Merchant Bankers concerned in electronic format and instruct them to:
(a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective Escrow Account
opened for subscription purpose, and unblock the amount of unsuccessful applicants;
(b) send the penalty amount of other than NRB and Foreign applicants, who are subject to penal provisions, to the
Issuer’s respective Escrow Accounts along with a list and unblock the balance application money;
16. On the next working day of receiving the documents from the Exchanges, the Stock brokers/Merchant Banker shall
request its banker to:
(a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;
(b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful applicants (other than
NRB and foreign), who are subject to penal provisions, to the respective ‘Escrow’ accounts of the Issuer opened for
subscription purpose.
17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers shall
unblock the amount blocked in the account(s) and remit the amount as requested for to the Issuer’s ‘Escrow’
account.
18. Simultaneously, the stock brokers/Merchant Bankers shall release the application money blocked in the customer
accounts, inform the successful applicants about allotment of securities and the unsuccessful applicants about
releasing their blocked amounts and send documents to the Exchange evidencing details of the remittances made
to the respective ‘Escrow’ accounts of the Issuer. The unblocked amounts of unsuccessful applicants shall be placed
as per their instructions. The Stock broker/Merchant Banker shall be entitled to recover the withdrawal charges, if
any, from the applicant who wants to withdraw the application money, up to an amount of Tk. 5.00 (five) per
withdrawal.
19. All bank drafts (FDD) submitted by NRB or Foreign applicants shall be deposited in the Issuer’s respective ‘Escrow’
accounts and refund shall be made by the Issuer by refund warrants through concerned stockbroker or merchant
banker or transfer to the applicant’s bank account (FC account which has been debited to apply by NRB or foreign
applicants) through banking channel within 10 (ten) working days from the date of lottery.
Miscellaneous:
20. The Issuer, Issue Manager(s), Stock brokers, Merchant Bankers and the Exchanges shall ensure compliance of the
above.
21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the date of
publication of abridged version of prospectus.
22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or transferred
during the blocking period. Amount deposited by the applicants shall not be used by the Stock brokers/Merchant
Bankers for any purpose other than public issue application.
23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to an amount
of Tk.2,00,000.00 (taka two lac) for a public issue.
14
24. The Stock broker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per application
irrespective of the amount or category. The service charge shall be paid by the applicant at the time of submitting
application.
25. The Stock broker/Merchant Banker shall provide the Issuer with a statement of the remittance and bank drafts
(FDD) sent.
26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a bank
draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.
27. The concerned Exchange are authorized to settle any complaints and take necessary actions against any
Stockbroker/Merchant Banker in case of violation of any provision of the public issue application process with
intimation to the Commission.
PART-C
1. The issue manager shall carefully examine and compare the published prospectus and its abridged version on the
date of publication with the copies vetted by the Commission. If any discrepancy is found, both the issuer and the
issue manager shall jointly publish a corrigendum immediately in the same newspapers concerned, simultaneously
endorsing copies thereof to the Commission and the Exchanges concerned. In this regard, the issue manager shall
submit a compliance report to the Commission within 5 working days from the date of such publications.
2. The fund collected through Initial Public Offer (IPO) shall not be utilized prior to listing with the Exchange(s) and
that utilization of the said fund shall be affected through banking channel, i.e. through account payee cheque, pay
order or bank drafts etc.
3. The company shall furnish status report on utilization of Public Offering proceeds audited by foreign affiliated
auditors and authenticated by the board of directors to the Commission and the Exchanges within 15 (Fifteen)
days of the closing of each month until such fund is fully utilized, as mentioned in the schedule contained in the
prospectus. The issuer shall simultaneously post the status report in its website and Exchanges shall also post the
same in company information contained in websites of the Exchanges. In the event of any irregularity or
inconsistency, the Commission may employ or engage any person to examine whether the issuer has utilized the
proceeds for the purpose disclosed in the prospectus.
4. While auditing the utilization of IPO proceeds, the auditors will perform their jobs under the following terms of
reference (TOR) and confirm the same in their report/certificate:
(a) Whether IPO proceeds have been utilized for the purposes/heads as specified in the prospectus;
(b) Whether IPO proceeds have been utilized in line with the condition (if any) of the Commission’s consent letter;
(c) Whether utilization of IPO proceeds have been completed within the time schedule/implementation schedule as
specified in the published prospectus;
(d) Whether utilization of IPO proceeds is accurate and for the purpose of the company as mentioned/specified in
the published prospectus; and
(e) The auditors should also confirm that: (i) assets have been procured/imported/constructed maintaining
proper/required procedure as well as at reasonable price; and (ii) auditors’ report has been made on verification
of all necessary documents/papers/vouchers in support of IPO proceeds making reconciliation with Bank
Statement.
5. All transactions, excluding petty cash expenses, shall be affected by crossed cheques or bank transfers.
6. Proceeds of the Initial Public Offer (IPO) shall not be transferred to any other bank account before listing with
the Exchange(s). The proceeds shall not be used for any purpose other than those specified in the prospectus
without any valid ground. Any deviation in respect of purpose and time must have prior approval of at least 51%
of the public shareholders, other than sponsors and directors, in a general meeting through a Board approved
agenda thereon and due notification to the shareholders. Before the said general meeting, such deviation as
recommended by the board of directors shall be published as price-sensitive information with detailed
15
description and reasons for such deviation. If approved by the shareholders, the meeting resolution shall be
submitted to the Commission along with reasonable explanations and the decision shall be published as price-
sensitive information.
7. If any quarter or half-year of the financial year ends after publication of the abridged version of prospectus and
before listing of its securities with any Exchange, the company shall disseminate/transmit/submit the said
quarterly/half yearly financial statements in accordance with the Commission’s Notification SEC/CMRRCD/2008-
183/admin/03-34 dated September 27, 2009 and Rules 13 of the Securities and Exchange Rules, 1987.
8. In the event of arising issues concerning Price Sensitive Information as defined under the তসতকউতরটিজ ও এক্সয়েঞ্জ কতমশি
(সুতিধোয় োগী ব্যিসো তিতিদ্ধকরণ) তিতধমোলো ১৯৯৫ after publication of the abridged version of prospectus and before listing of its
securities with any Exchange, the company shall disseminate/transmit/submit the information as price sensitive in
accordance with the Commission’s Notification No. SEC/SRMI/200-953/1950 dated October 24, 2000.
PART-D
1. As per provision of the Depository Act, 1999 & Regulations made thereunder, shares will only be issued in
dematerialized condition. All transfer/transmission/splitting will take place in the depository system of Central
Depository Bangladesh Limited (CDBL) and any further issuance of shares (including rights/bonus) will be made in
dematerialized form only.
2. The issuer and the issue manager shall ensure due compliance of all the above conditions, the ‘Bangladesh
Securities and Exchange Commission (Public Issue) Rules, 2015’ and the listing regulations of the Exchanges.
3. The Commission may impose further conditions/restrictions etc. from time to time as and when considered
necessary which shall also be binding upon the issuer company.
16
SECTION-III DECLARATION AND DUE DILIGENCE CERTIFICATES
Annexure-A
Declaration about the responsibility of the directors, including the CEO

of the issuer in respect of the Prospectus
[Rule 4 (1) (d)]
This Prospectus has been prepared, seen, and approved by us, and we, individually and
collectively, accept full responsibility for the authenticity, accuracy and adequacy of the
statements made, information given in the prospectus, documents, financial statements,
exhibits, annexes, papers submitted to the commission in support thereof, and confirm, after
making all reasonable inquiries that all conditions concerning this public issue and prospectus
have been met and that there are no other information or documents, the omission of which
make any information or statements therein misleading for which the Commission may take
any civil, criminal or administrative actions against any or all of us as it may deem fit.
We also confirm that full and fair disclosures have been made in this Prospectus to enable the
investors to make a well-informed decision for investment.
Sd/-
Sd/- Sd/-
(Syed Al Farooque)
(Md. Abdul Awal) (Amir Hamza)
Director
Chairman Director
Sd/-
Sd/- Sd/-
(Farida Razzaq)
(Mahfuza Younus) (ABM Kaiser)
Director
Director Director
Sd/-
Sd/- Sd/-
(Latiful Bari)
(Marium Akhter) (Khalilur Rahman Choudhury)
Director
Director Director
Sd/- Sd/- Sd/-
(Halima Harun) (Mr. Md. Shamsur Rahman) (Feroz Ahmed)
Director Director Independent Director
Sd/-
Sd/-
(Siddique Hossain
(K.M. Saidur Rahman)
Choudhury)
Managing Director & Chief
Independent Director
Executive Officer
17
Annexure-B
Due diligence certificate by Issue Manager in the prospectus

[Rule 4 (1) (d)]
To
The Bangladesh Securities and Exchange Commission
Sub: Public Issue of 26,079,000 Ordinary Shares of Tk. 260,790,000 by Express Insurance Limited
Dear Sir,
We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:
(1) We have examined all the documents submitted with the application for the above mentioned public
issue, visited the premises of the issuer and interviewed the Chairperson, Directors and key
management personnel of the issuer in connection with the finalization of the prospectus pertaining to
the said issue;
(2) On the basis of such examination and the discussions with the directors, officers and auditors of the
issuer, other agencies, independent verification of the statements concerning objects of the issue and
the contents of the documents and other materials furnished by the issuer.
WE CONFIRM THAT:
(a) The prospectus filed with the Commission is in conformity with the documents, materials and papers
relevant to the issue;
(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions,
etc. framed/issued by the Commission, other competent authorities in this behalf and the Government
have been duly complied with;
(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well
informed decision for investment in the proposed issue and such disclosures are in accordance with the
requirements of the Companies Act, 1994, the Bangladesh Securities and Exchange Commission (Public
Issue) Rules, 2015 and other applicable laws;
(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission
and that till date such registrations are valid;
(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting
commitments;
(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within
the main objects listed in the object clause of the Memorandum of Association or other charter of the
issuer and that the activities which have been carried out till now are valid in terms of the object clause
of its Memorandum of Association;
(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the
issue shall be kept in a separate bank account and shall be used for the purposes disclosed in the use of
proceeds section of the prospectus;
(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public
Issue) Rules, 2015 have been made in addition to other disclosures which, in our view, are fair and
adequate to enable the investor to make a well informed decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the
18
nature of current business background or the issuer, situation at which the proposed business stands,
the risk factors, sponsors experiences etc. We also confirm that the due diligence related process,
documents and approval memos shall be kept in record by us for the next 5 (five) years after the IPO for
any further inspection by the Commission;
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh
Securities and Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule
number, its text, the status of compliance, page numbers of the prospectus where the rules has been
complied with and our comments, if any;
(k) We also declare that we have managed the public issue of following issuers in the last 05 (five) years:
Issue Dividend Payment History (Year Wise)

Sl. Price
Name of the Issue Date
No. (Tk.) 2014 2015 2016 2017 2018
Issue
Shahjibazar 5% B 3% B 3%B 14%B 3%B
1
Power Co. Ltd. 18-02-2014 25 25% C 28% C 30%C 16%C 25%C
Bashundhara
2 Paper Mills 20%C
01-04-2018 80 N/A N/A N/A N/A
Limited
N. B. ‘B’ indicates Bonus share or Stock Dividend and ‘C’ indicates Cash Dividend
Sd/-
Place: Dhaka Mohammad Obaydur Rahman, FCS
Managing Director
Date: July 11, 2019 AAA Finance & Investment Ltd.
19
Annexure-B
Due diligence certificate by Issue Manager(s) in the prospectus

(IIDFC Capital Limited)
[Rule 4 (1) (d)]

To
Sub: Public Issue of 26,079,000 Ordinary Shares of Tk. 260,790,000 by Express Insurance
Limited
Dear Sir,
We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as
follows:
(1) We have examined all the documents submitted with the application for the above
mentioned public issue, visited the premises of the issuer and interviewed the
Chairperson, Directors and key management personnel of the issuer in connection
with the finalization of the prospectus pertaining to the said issue;
(2) On the basis of such examination and the discussions with the directors, officers and
auditors of the issuer, other agencies, independent verification of the statements
concerning objects of the issue and the contents of the documents and other
materials furnished by the issuer.
WE CONFIRM THAT:
(a) The prospectus filed with the Commission is in conformity with the documents, materials
and papers relevant to the issue;
(b) All the legal requirements relating to the issue as also in the rules, notification,
guidelines, instructions, etc. framed/issued by the Commission, other competent
authorities in this behalf and the Government have been duly complied with;
(c) The disclosures made in prospectus are true, fair and adequate to enable the investors
to make a well informed decision for investment in the proposed issue and such
disclosures are in accordance with the requirements of the Companies Act, 1994, the
Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other
applicable laws;
(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the
Commission and that till date such registrations are valid;
(e) We have satisfied ourselves about the capability of the underwriters to fulfill their
underwriting commitments;
(f) The proposed activities of the issuer for which the funds are being raised in the present
issue fall within the main objects listed in the object clause of the Memorandum of
Association or other charter of the issuer and that the activities which have been carried
out till now are valid in terms of the object clause of its Memorandum of Association;
(g) Necessary arrangements have been made to ensure that the moneys to be received
pursuant to the issue shall be kept in a separate bank account and shall be used for the
purposes disclosed in the use of proceeds section of the prospectus;
20
(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange
Commission (Public Issue) Rules, 2015 have been made in addition to other disclosures
which, in our view, are fair and adequate to enable the investor to make a well informed
decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us
in view of the nature of current business background or the issuer, situation at which the
proposed business stands, the risk factors, sponsors experiences etc. We also confirm
that the due diligence related process, documents and approval memos shall be kept in
record by us for the next 5 (five) years after the IPO for any further inspection by the
Commission;
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of
the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015
containing details such as the rule number, its text, the status of compliance, page
numbers of the prospectus where the rules has been complied with and our comments,
if any;
(k) We also declare that we have managed the public issue of following issuers in the last 05
(five) years:
Issue Dividend Payment History (Year Wise)

Name of Issue
Sl. No. Price
the Issue Month/Year 2012 2013 2014 2015 2016
(Tk.)
Nil
Sd/-
Place: Dhaka Mohammed Saleh Ahmed
Date: 11-07-2019 Chief Executive Officer
21
Annexure-B
Due diligence certificate by Issue Manager(s) in the prospectus

(BLI Capital Limited)
[Rule 4 (1) (d)]

To
Dear Sir,
We, the issue manager(s) to the above-mentioned forthcoming issue, state and confirm as follows:
(1) We have examined all the documents submitted with the application for the above mentioned public issue, visited the
premises of the issuer and interviewed the Chairperson, Directors and key management personnel of the issuer in
connection with the finalization of the prospectus pertaining to the said issue;
(2) On the basis of such examination and the discussions with the directors, officers and auditors of the issuer, other agencies,
independent verification of the statements concerning objects of the issue and the contents of the documents and other
materials furnished by the issuer.
WE CONFIRM THAT:
(a) The prospectus filed with the Commission is in conformity with the documents, materials and papers relevant to the issue;
(b) All the legal requirements relating to the issue as also in the rules, notification, guidelines, instructions, etc. framed/issued by
the Commission, other competent authorities in this behalf and the Government have been duly complied with;
(c) The disclosures made in prospectus are true, fair and adequate to enable the investors to make a well informed decision for
investment in the proposed issue and such disclosures are in accordance with the requirements of the Companies Act, 1994,
the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015 and other applicable laws;
(d) Besides ourselves, all the intermediaries named in the prospectus are registered with the Commission and that till date such
registrations are valid;
(e) We have satisfied ourselves about the capability of the underwriters to fulfill their underwriting commitments;
(f) The proposed activities of the issuer for which the funds are being raised in the present issue fall within the main objects
listed in the object clause of the Memorandum of Association or other charter of the issuer and that the activities which have
been carried out till now are valid in terms of the object clause of its Memorandum of Association;
22
(g) Necessary arrangements have been made to ensure that the moneys to be received pursuant to the issue shall be kept in a
separate bank account and shall be used for the purposes disclosed in the use of proceeds section of the prospectus;
(h) All the applicable disclosures mandated in the Bangladesh Securities and Exchange Commission (Public Issue) Rules, 2015
have been made in addition to other disclosures which, in our view, are fair and adequate to enable the investor to make a
well informed decision;
(i) We enclose a note explaining how the process of due diligence has been exercised by us in view of the nature of current
business background or the issuer, situation at which the proposed business stands, the risk factors, sponsors experiences etc.
We also confirm that the due diligence related process, documents and approval memos shall be kept in record by us for the
next 5 (five) years after the IPO for any further inspection by the Commission;
(j) We enclose a checklist confirming rule-wise compliance with the applicable provisions of the Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015 containing details such as the rule number, its text, the status of compliance,
page numbers of the prospectus where the rules has been complied with and our comments, if any;
(k) We also declare that we have managed no public issue in the last 05 (five) years.
Sd/-
Md. Israil Hossain ACS
Place: Dhaka
Managing Director
Date: July 11, 2019 BLI Capital Limited.
To
23
Annexure-C
Due diligence certificate by the underwriter(s)
[Rule 4 (1) (d)]
To
Sub: Public Issue of 26,079,000 Ordinary Shares of Tk. 260,790,000 by Express Insurance
Limited.
Dear Sir,
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state

individually and collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
examined the draft prospectus, other documents and materials as relevant to our
underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its
directors and officers, and other agencies, independent verification of the statements
concerning objects of the issue and the contents of the documents and other materials
furnished by the issuer company.
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a
merchant banker and eligible to carry out the underwriting activities. Our present paid-
up capital stands at Tk. 25 Crore (Twenty five crore) and we have the capacity to
underwrite a total amount of Tk. 125 Crore (One hundred twenty five crore) as per
relevant legal requirements. We have committed to underwrite for up to Tk.
16,276,500 Crore (One crore sixty two lac seventy six thousand and five hundred only)
for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us: (Name of issue
and amount underwritten)
Amount
SL. No. Name of the Company
Underwritten (Tk.)
1. AB Bank Limited Rights Issue 300,000,000
2. Bashundhara Paper Mills Ltd. 50,000,000
Total: 350,000,000
24
(c) All information as are relevant to our underwriting decision have been received by us
and the draft prospectus forwarded to the Commission has been approved by us;
(d) We shall subscribe and take up the un-subscribed securities against the above-
mentioned public issue within 15 (fifteen) days of calling up thereof by the issuer; and
(e) This underwriting commitment is unequivocal and irrevocable.
For the Underwriter:
Sd/-
Mohammad Obaydur Rahman, FCS
Managing Director
Place: Dhaka
Date: 18-04-2017
25
Alpha Capital Management Limited
To
Sub: Public Issue of 26,079,000 Ordinary Shares of Tk. 260,790,000 by Express Insurance Limited.
Dear Sir,
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and
collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis,
have examined the draft prospectus, other documents and materials as relevant to our
concerning objects of the issue and the contents of the docum ents and other materials
WE CONFIRM THAT:
up capital stands at Tk. 255,500,000 Core (Twenty five core and fifty five lac only) and
we have the capacity to underwrite a total amount of Tk. 1,277,500,000 Core (One
hundred twenty seven core seventy lac only) as per relevant legal requirements. We
have committed to underwrite for up to Tk. 15,000,000 Core (One core Fifty lac only) for
the upcoming issue.
(b) At present, the following underwriting obligations are pending for us: (Name
of issue and amount underwritten)

Amount
Underwritten (Tk.)
1. Advent Pharma Limited 20,000,000
2. Queen South Textile Mills Limited 52,500,000
3. Esquire Knit Composite Limited 20,000,000
Total 92,500,000

Sd/-
Noor Ahmed, FCA
CEO & Managing Director Alpha
Capital Management Ltd.
Place: Dhaka
Date: 23-04-2017
26
BLI Capital Limited
To
Dear Sir,
We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state individually and collectively as follows:
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have examined the draft prospectus, other
documents and materials as relevant to our underwriting decision; and
(2) On the basis of such examination and the discussions with the issuer company, its directors and officers, and other agencies,
independent verification of the statements concerning objects of the issue and the contents of the documents and other materials
WE CONFIRM THAT:
a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant banker and eligible to carry out the
underwriting activities. Our present paid-up capital stands at Tk. 175,00,00,000 (One Hundred Seventy Five Crore Only) and we have
the capacity to underwrite a total amount of Tk. 875,00,00,000 (Eight Hundred Seventy Five Crore Only) as per relevant legal
requirements. We have committed to underwrite for up to Tk. 15,000,000 (One Crore Fifty Lac only) for the upcoming issue.
b) At present, the following underwriting obligations are pending for us:
Sl. Name of the company Amount Underwritten (In Tk.)

1 Western Marine Shipyard 50,000,000
2 Lub-rref (Bangladesh) Limited 90,000,000
3 Ring Shine Textiles Limited. 43,750,000
4 Ashuganj Power Station (APSCL) 50,000,000
5 IPDC Finance Ltd. 3,8400,000
6 Dragon Sweater And Spinning Ltd. 20,000,000
7 BD Paints Limited 20,000,000
8 Orza Agro Industries Ltd. 21,875,000
9 BD Thai Food & Beverage Ltd 26,250,000
Total 360,275,000
c) All information as are relevant to our underwriting decision have been received by us and the draft prospectus forwarded to the
Commission has been approved by us;
d) We shall subscribe and take up the un-subscribed securities against the above-mentioned public issue within 15 (fifteen) days of calling
up thereof by the issuer; and
e) This underwriting commitment is unequivocal and irrevocable.
Sd/-
Md. Lutfur Rahman
Managing Director (C.C)
BLI Capital Ltd.
Place: Dhaka
Date: 23-04-2017
27
BD Finance Capital Holdings Limited
To
Dear Sir,
(1) We, while underwriting the above mentioned issue on a firm commitment basis,
have examined the draft prospectus, other documents and materials as relevant to our
concerning objects of the issue and the contents of the documents and other materials
WE CONFIRM THAT:
up capital stands at Tk. 268,750,000 (Twenty Six crore eighty seven lac fifty thousand
only) and we have the capacity to underwrite a total amount of Tk. 1,343,750,000 (One
hundred thirty four crore thirty seven lac fifty thousand only) as per relevant legal
requirements. We have committed to underwrite for up to Tk. 15,000,000 Crore (One
crore Fifty lac only) for the upcoming issue.
(b) At present, the following underwriting obligations are pending for us:
(Name of issue and amount underwritten)
SL. No. Name of the Company Amount

Underwritten (Tk.)
2. AB Bank Limited 250,000,000
Total: 300,000,000
(c) All information as are relevant to our underwriting decision have been received by
us and the draft prospectus forwarded to the Commission has been approved by us;

Sd/-
Barun Prasad Paul
CEO & Managing Director (C.C)
BD Finance Capital Holdings Ltd.
Place: Dhaka
Date: 29-04-2017
28
Roots Investment Limited
To
Dear Sir,
(1) We, while underwriting the above mentioned issue on a firm commitment basis, hav e
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid-up capital stands
at Tk. 135,000,000 (Taka Thirteen Crore Fifty lac only) and we have the capacity to underwrite
a total amount of Tk. 675,000,000 (Taka sixty seven crore fifty lac only) as per relevant legal
requirements. We have committed to underwrite for up to Tk. 15,000,000 Crore (One crore
Fifty lac only) for the upcoming issue.
Amount
Underwritten (Tk.)
1. Fiber Shine Ltd. 10,000,000
2. Summit Shipping Limied 52,500,000
3. Alliance Holdings Limited 16,940,000
4. Republic Insurance Company Ltd. 45,000,000
5. Mohammad Elias Brothers Poly Manufacturing 10,000,000
Co. Ltd.
6. SBS Cables Limited 28,050,000
7. Supreme Seed Company Limited 11,000,000
8. Esquire Knit Composit Ltd. 10,000,000
9. Energypac Power Generation Limited. 7,812,500
10. STS Holdings Ltd. 75,000,000
11. Aman Cotton Fiborus Ltd. 20,000,000
Total: 286,302,500
Sd/-
Mohammad Sarwar Hossain
Managing Director (In-Charge)
Roots Investment Ltd.
Place: Dhaka
Date: 23-04-2017
29
Southeast Bank Capital Services Limited
To
Dear Sir,
(1) We, while underwriting the above mentioned issue on a firm commitment basis, have
(2) On the basis of such examination and the discussions with the issuer company, its directors
and officers, and other agencies, independent verification of the statements concerning
objects of the issue and the contents of the documents and other materials furnished by the
issuer company.
WE CONFIRM THAT:
(a) We are registered with the Bangladesh Securities and Exchange Commission as a merchant
banker and eligible to carry out the underwriting activities. Our present paid-up capital stands
at Tk. 5,500,000,000 (Five Hundred Fifty Five Crore only) and we have the capacity to
underwrite a total amount of Tk. 27,500,000,000 (Two Thousand Seven hundred fifty crore
only) as per relevant legal requirements. We have committed to underwrite for up to Tk.
15,000,000 Crore (One crore Fifty lac only) for the upcoming issue.
SL. Amount
Name of the Company
No. Underwritten (Tk.)
1. Amulet Pharmaceuticals Limited 15,000,000
2. Dhaka Regency Hotel Limited 25,000,000
4. AB Bank Limited 250,000,000
5. IFIC Bank Ltd. 250,000,000
6. Nahee Aluminum Composite Panel Ltd. 15,000,000
7. BBS Cable Limited 20,000,000
8. Esquire Knit Composite Ltd. 20,000,000
Total: 645,000,000

Sd/- Muhammad Shahjahan
Managing Director(C.C)
Southeast Bank Capital Services Ltd.
Place: Dhaka
Date: 23-04-201
30
SECTION-IV ABOUT THE ISSUER

(a) Name of the issuer, dates of incorporation and commencement of its commercial operations, its
logo, addresses of its registered office, other offices and plants, telephone number, fax number,
contact person, website address and e-mail address
Particulars Description
Name of the issuer : Express Insurance Limited
Dates of incorporation & : 30 March 2000
Commencement of Business
Commencement of commercial
operations by the Company : 18 May 2000
Logo :
Addresses of the registered and Al-Razi Complex (9th & 10th floor) 166-167,
Corporate Head office : Shahid Syed Nazrul Islam Sharani, Bijoynagar, Dhaka-1000
Telephone number : +88-02-9554421, 9561255, 9569546, 9557196
Fax number : +88-02-9568616
Contact person : Md. Liaquat Ali Khan, Company Secretary
Website address www.eil.bd.com
E-mail address : express_insurance@ymail.com
Local Office
28, Dilkusha C/A (16th floor), Suit # 1602, Dhaka.
Motijheel Branch
Paramount Heights (5th floor), 65/2/1, Box Culvert Road, Purana
Paltan, Dhaka.
DIT Road Branch
Lal Bhaban (9th floo), 18, Rajuk Avenue, Dhaka.
Principal Branch
6, Motijheel C/A.(4th floor), Dhaka
VIP Road Branch
Shatabdi Centre (8th floor), Room # 8/G292, Inner Circular Road, Dhaka.
Malibagh Branch
Manhattan Tower (3rd floor), 83, Siddeswary Circular Road, Malibagh, Dhaka.
Bangshal Branch
92, Shahid Syed Nazrul Islam Sharani (4th Floor), Bangshal, Dhaka.
B.B. Avenue Branch
20, B.B. Avenue (3rd floor), Dhaka.
Branch Addresses : Kawran Bazar Branch
57/E, Kazi Nazrul Islam Avenue (1st floor), Kawran Bazar, Dhaka
Hatkhola Branch
33/1, Hatkhola Road (1st floor), Dhaka.
Narayangonj Branch
Gowsia Complex (1st floor), S.M. Maleh Road, Narayangonj.
Jublee Road Branch
Wazico Tower (4th floor), 263, Jublee Road, Enayet Bazar, Chittagng.
Khatungonj Branch
Salma Tower (3rd floor), 398/A, Khatungonj, Chittagong.
Agrabad Branch
K.M. Tower(4th Floor), 76-77, Agrabad C/A, Chittagong
Naya Paltan Branch
Navana Rahim Ardent (2nd floor), Suite # B2, 185, Shahid Syed Nazrul Islam Sharani,
Dhaka.
Paltan Branch
Nurjaham Sharif Pflaza (7th floor), 34, Purana Paltan,Dhaka-1000
Dilkusha Branch
58, Dilkusha C/A (7th floor), Dhaka.
Topkhana Road Branch
Tropicana Tower (6th floor), 218, Shahid Syed Nazrul Islam Sharni (45,
Topkhana Road), Dhaka.
Norsingdi Branch
594, Jail gate (3rd floor), Room # 1/B, Velanagar Bus stand, Norsingdi.
Kakrail Branch
Akram Tower (11 Floor), 199, Shahid Syed Nazrul Islam Sharani, Bijoynagar, Dhaka
31
(b) The names of the sponsors and directors of the issuer:
Sl. No. Name Status

1. Alhaj Mohd. Younus Sponsor & Shareholder
2. Mr. Md. Mazakat Harun Sponsor & Shareholder
3. Mr. Md. Shamsur Rahman Sponsor & Director
4. Mag. Gen. Monzur Rasid Khan(Rtd) Sponsor
5. Maj. Anisur Rahman (Rtd.) Sponsor
6. Mrs. Ayeasha Siddique Sponsor
7. Mr. Fuad Latif Sponsor
8. Mr. Abdur Rashid Sponsor
9. Mr. Md. Abdul Awal Chairman
10. Mrs. Halima Harun Sponsor & Director
11. Mrs. Farida Razzaq Sponsor& Director
12. Mr. Khalilur Rahman Choudhury Sponsor &Director
13. Mr. Syed Al Farooque Sponsor &Director
14. Mr. Amir Hamza Sarker Sponsor &Director
15. Mr. Latiful Bari Sponsor &Director
16. Mrs. Marium Akhter Sponsor &Director
17. Mr. ABM Kaiser Director
18. Mrs. Mahfuza Younus Director
19. Mr. Siddique Hossain Choudhury Independent Director
20. Mr. Feroz Ahmed Independent Director
21 Mr. K. M. Saidur Rahman Managing Director & Chief Executive Officer
32
(c) The name, logo and address of the auditors and registrar to the issue, along with their
telephone numbers, fax numbers, contact persons, website and e-mail addresses
Ahmed Zaker & Co.

Name :
Chartered Accounts
Logo :
Green City Edge (10th Floor) 89,

Address : Kakrail, Dhaka-1000
Telephone number : Tel: 8300504-8, 8300501-2
Fax numbers : +880-2-8300509
Cell No. 01712900886, 01711-056363
A K M Mohitul Haq, FCA
Contact person : Senior Partner
Website address : www.ahmed-zaker.com
E-mail address : azcbangladesh@ahmed-zaker.com
Registrar to the Issue is not applicable for this issue as per rule.
(d) The name(s) of the stock exchanges where the specified securities are proposed to be
listed:
STOCK EXCHANGES CONTACT ADDRESSES
9/F, Motijheel C/A, Dhaka 1000

DHAKA STOCK EXCHANGE LIMITED Tel: +88-02-9564601, 9576210-18
Fax: +88-02-9564727, +88-02-9569755
Web. www.dsebd.org
CSE Building, 1080, Sheikh Mujib Road,
Chittagong-4100
CHITTAGONG STOCK EXCHANGE LTD.
Tel: +880-2-9513911-15
Fax: +880-2-9513906
Web. www.cse.com.bd
33
SECTION-V CORPORATE DIRECTORY OF THE ISSUER

Name of the Company Express Insurance Limited
Legal Status Public Limited Company
Date of incorporation 30 March 2000
Commencement of Insurance
18 May 2000
Business
Authorized capital Tk.75,00,00,000
Issued, subscribed & paid up capital Tk.39,11,84,640
Al-Razi Complex (9th& 10th floor) 166-167, Shahid Syed Nazrul Islam
Sharani, Bijoynagar, Dhaka-1000.
Registered & Corporate office Tel : +88-02-9554421, 9561255, 9569546 Fax : +88-02-9568616
E-mail : express_insurance@ymail.com Web :
www.eilbd.com
AAA Finance and Investment Ltd.
Amin Court, 4th Floor (Suit # 403-405), 31, Bir Uttam Shahid
Ashfaqueus Samad Road (Previous 62-63, Motijheel C/A), Dhaka-1000
Tel : +88-02-9559602, 9567726
Fax : +88-02-9558330
E-mail : info@aaafinancebd.com Web :
www.aaafinancebd.com

Issue Managers Tel: +88-02-9514637-8
Fax: +88-02-9514641
E-mail: icl@iidfc.com
www: iidfc.com
BLI Capital Limited

Tel: +88-02-9559512, 9559523, 9559530
Fax:+88-02-9592500
www: blicapitalltd.com
Ahmed Zaker & Co.

Green City Edge (10th Floor)
89 Kakrail, Dhaka-1000.
Tel: +880-2-8300504-8, 8300501-2
Auditors Fax: +880-2-8300509
Cell No. 01712900886, 01711-056363
E-mail: azcbangladesh@ahmed-zaker.com Web
Web-site: www.ahmed-zaker.com
Dr. Md. Elias Hossain
Advocate, Supreme Court of Bangladesh Room No. 4028
(Annex)
Legal Advisor Supreme Court Bar Association Building, Dhaka
Mobile No. 01712002603
E-mail: elias77hossain@gmail.com
Shahjalal Islami Bank Limited

Lead Banker for the IPO
Uttara Branch, Dhaka
Company’s Compliance Officer Mr. Md. Obaidul Akbar, DGM & CFO
34
SECTION-VI DESCRIPTION OF THE ISSUER

a) Summary:
(i) The summary of the industry and business environment of the issuer:
After the liberation in 1971 the Government of the People's Republic of Bangladesh
nationalized the insurance industry along with the banks in 1972 by Presidential Order No. 95.
By virtue of this order, all companies and organization transacting all types of insurance
business in Bangladesh came under this nationalization order. This was followed by creation of
five insurance companies in the life and non-life sector. Further changes were brought on 14th
May, 1973. Through the enactment of Insurance Corporation Act VI, 1973 which led to
creation of two corporations namely Shadharan Bima Corporation for general insurance and,
Jiban Bima Corporation for life insurance in Bangladesh. In other words, Shadharan Bima
Corporation (SBC) emerged on 14th May, 1973 under the Insurance Corporation Act (Act. No.
VI) of 1973 as the only state-owned organization to deal with all classes of general insurance &
re-insurance business emanating in Bangladesh. Thereafter SBC was acting as the sole insurer
of General Insurance till 1984. Bangladesh Government allowed the private sector to conduct
business in all areas of insurance for the first time in 1984. The private sector availed the
opportunity promptly and came forward to establish private insurance companies through
promulgation of the Insurance Corporations (Amendment) Ordinance (LI of 1984) 1984. The
Insurance Market in Bangladesh now consists of two state-owned corporations, forty-Six and
thirty private sector general & life insurance companies respectively, a total of 78 Insurance
Companies. Growth in insurance coverage is strongly associated with rising incomes, the
development of an increasingly sophisticated banking sector, and low or moderate levels of
inflation. The strong contribution of rising incomes to greater insurance coverage might be
attributable to demand factors (rising demand for coverage as individuals become wealthier),
supply factors (it becomes more cost-effective to provide insurance as the economy expands,
providing both a stronger institutional environment and greater returns relative to
transactions cost), or a combination.
The overall institutional environment plays an important role, in terms of political stability and
openness as well as government effectiveness, rule of law, and control of corruption. Religious
factors also play a role, with insurance consumption inversely correlated to the share of the
population that is Islamic. The evidence suggests there is substantial potential for insurance
to make a greater contribution to economic growth and social welfare in many lower- and
middle-income countries. Indeed, industry experts argue that insurance lags behind other
financial services in the extent of globalization, providing substantial growth opportunities.
35
Contribution of Insurance Industry to the Economic Development in Bangladesh the

commitment of the government to promote development of the insurance sector is of
enormous consequence for its promising future. In view of the pro-active policy support of the
government that the sector has so far received in an unstinted manner, we certain that within
the next few years we will be able to make insurance a very important component of the
country's financial system. This will go a long way for eradication of poverty and promoting
sustainable economic growth. Insurance serves a number of valuable functions which are very
different from those rendered by other types of financial intermediaries.
Overview of business environment of the Issuer:
Business environment is the sum total of all external and internal factors that influence a
business. As an insurance service provider, it provides quality service to its policy holders with
skilled manpower. The clients are friendly and paid on time, the management is friendly and
responsive to employee needs. The Government has given more attention to the
development of this sector and has taken National Insurance Policy 2014 to expand insurance
business by bring the life and property of people of all stages under insurance coverage and
establish contribution of this sector significantly (4%) in the GDP of the country by 2021. So,
the overall business environment of EIL is auxiliary to operation of business.
(ii) Summary of consolidated financial, operating and other information:
EIL has neither any subsidiary nor it is operated under any holding company. Therefore, this
information is not applicable. Here.
(b) GENERALINFORMATION
(i) Name and address, telephone and fax numbers of the registered office, corporate head
office, other offices, factory, business premises and outlets of the issuer:
Particulars Details
Al-Razi Complex (9th& 10th
floor) 166-167, Shahid Syed Nazrul Islam
Registered Office
Sharani, Bijoynagar, Dhaka-1000
Al-Razi Complex (9th& 10th floor) 166-167, Shahid Syed Nazrul Islam
Corporate Head Office
Sharani, Bijoynagar, Dhaka-1000
Tel : +88-02-9554421, 9561255, 9569546
Telephone & Fax Number of Fax : +88-02-9568616
Head Office E-mail :express_insurance@ymail.com
Web : www.eilbd.com
The Company has 15 Branches in Dhaka, 3 Branches at Chittagong,
Outlet/Branch Offices
1 at Narayangonj and 1 at Norsingdi
36
(ii) Board of Directors of the Company
Position in the
Sl. No. Name of Directors
Company
1 Mr. Mr. Md. Abdul Awal Chairman
2 Mrs. Halima Harun Director
3 Mr. Syed Al Farooque Director
4 Mrs. Mahfuza Younus Director
5 Mrs. Farida Razzaq Director
6 Mrs. Marium Akhter Director
7 Mr. Khalilur Rahman Choudhury Director
8 Mr. Latiful Bari Director
9 Mr. Amir Hamza Sarker Director
10 ABM Kaiser Director
11 Mr. Siddique Hossain Choudhury Independent Director
12 Mr. Feroz Ahmed Independent Director
Managing Director &
13 Mr. K. M. Saidur Rahman
Chief Executive Officer
Director
14 Mr. Md. Shamsur Rahman
(iii) Name, addresses, telephone numbers, fax numbers and e-mail addresses of the
Chairman, Managing Director, whole time Directors of the Issuer
Sl. Name Position Address Telephone & fax E-mail address

No. number
Flat-6/12, Priyo
1 Mr. Md. Abdul Chairman Prangon, 2, Poribag, +88-02-9572253 synthiasecuritieslimited@gmail.com
Awal Ramna,
Dhaka-1205
Mrs. Halima H # 42/A,
2 Harun Director R#16(new), 27(old), +88-02-9668431 mazakat@gmail.com
Dhanmondi, Dhaka
3 Mr. Syed Al Director H# 38/B, R# 12, +88-02-096- syedalfarooque@yahoo.co.uk
Farooque Baridhara, Dhaka. 11691111
4 Mrs. Mahfuza Director H #8, R# 8, +88-02-58610056-9 information@younusgroup.com
Younus Baridhara, Dhaka
Mrs. Farida House-8 (1st floor),
5 Razzaq Director Road-76, Gulshan-2, 02-9896999 Farida-raz17@gmail.com
Dhaka
Mrs. Marium H#82,R#11/A
6 Akhter Director (New), Dhanmondi +88-02-5861119 ransari@bol-online.com
R/A, Dhaka
Mr. Khalilur H#5, R#9, +88-02-8311142
7 Rahman Director Baridhara, Dhaka Khalilgroup3@gmail.com
Choudhury
H# 23A, R# 13A,
8 Mr. Latiful Bari Director Dhanmondi R/A, Dhaka. +88-02-9553298 rkdfl@rahmat-group.com
9 Mr. Amir Hamza Director 19/2, Kakrail, Ramna, +88-02-9553298 hamza@logosbd.net
Sarker Dhaka
10 ABM Kaiser Director Plot-49, Road-35/A, +88-02-8117355 a.b.m.12@gmail.com
Gulshan-2, Dhaka. gumtitex@global-bd.net
11. Md. Shamsur Director 70, Gulshan Avenue, +88-02-8189442 srahman@baygroupco.com
Rahman Dhaka
37
Mr. Siddique Flat- 6/A, H # 25, R

Independent
12 Hossain # 7, Dhanmondi 01930645991 Sihoch71@gmail.com
Director
Choudhury R/A, Dhaka-1205
Apptt. # 4M, Kamini
Mr. Feroz Independent
13 Diganta Complex, 3 +88-02-58154550 Feroz.ahmed674@gmail.com
Ahmed Director
Paribag, Dhaka
14 Mr. K. M. Managing 106, South Basabo
Saidur Rahman Director & (3rd floor) Dhaka- +88-02-9557430 express_insurance@ymail.com
CEO 1214
(iv) Name, addresses, telephone numbers, fax numbers and e-mail addresses of CFO, Company
Secretary, Legal Advisor, Auditors and Compliance Officer
CFO
Name Mr. Md. Obaidul Akbar
Address Al-Razi Complex (9th& 10th floor) 166-167, Shahid
Syed Nazrul Islam Sharani, Bijoynagar, Dhaka-1000
Telephone number 01912-108567

Fax number +88-02-9568616
E-mail address express.accounts@yahoo.com
Company Secretary
Name Mr. Liaquat Ali Khan
Syed Nazrul Islam Sharani, Bijoynagar, Dhaka-1000

Fax number 88-02-9568616
E-mail address express_insurance@ymail.com
Legal Advisor
Name Dr. Md. Elias Hossain
Adocate, Supreme Court of Bangladesh
Address Room No. 4028(Annex)
Supreme Court Bar Association Building, Dhaka
Telephone number Mobile No. 01712002603

Fax number N/A
E-mail address elias77hossain@gmail.com
Auditors
Name Ahmed Zaker & Co.
Address BSEC Bhaban (Level-10) 102, Kazi Nazrul Islam Avenue,

Kawran Bazar, Dhaka
Telephone number +88-02-8189883-7, 8180183-6

Fax number 88-02-8180187
E-mail address azcbangladesh@ahmed-zaker.com
Web Address www.ahmed-zaker.com
Compliance Officer
Name Mr. Md. Obaidul Akbar
Syed Nazrul Islam Sharani, Bijoynagar, Dhaka-1000.
Fax number 88-02-9568616
E-mail address express.accounts@yahoo.com
38
(v) Name, addresses, telephone number, fax number, contact person, website addresses and e-mail
addresses of the issue manager(s), registrar to the issue etc.
Tel:+88-02-9559602
Tel:+88-02-9567726 Mohammad Obaydur
Amin Court, 4th Floor (Suite # 403-405)
Fax:+88-02-9558330 Rahman FCS, FCGA
(Previous 62-63, Motijheel C/A), Dhaka-1000 E-mail: info@aaafinancebd.com Managing Director & CEO
www.aaafinancebd.com
Tel: +88-02-9514637-8
IIDFC CAPITAL LIMITED
Fax: +88-02-9514641 Mohammad Saleh Ahmad
Eunoos Trade Centre (Level 7) 52-
E-mail: icl@iidfc.com www: Chief Executive Officer
53, Dilkusha C/A, Dhaka-1000
iidfc.com
Tel: +88-02-9559512, 9559523, 9559530
BLI CAPITAL LIMITED Md. Israil Hossain ACS
Fax: +88-02-9592500
Eunoos Trade Centre (Level 18) 52- Managing Director
E-mail: blicapltd@gmail.com www:
53, Dilkusha C/A, Dhaka-1000
blicapitalltd.com
(vi) The names of all the credit rating agencies from which credit rating has been obtained; The
details of all the credit rating obtained for the issue and the issuer; The rationale or
description of the rating (s) so obtained, as furnished by the credit rating agency(s);
Observations and risk factors as stated in the credit rating report.
Not Applicable for this Company
(vii) Following details of underwriting:
a) The names, addresses, telephone numbers, fax numbers, contact persons and e-mail
addresses of the underwriters and the amount underwritten by them;
Amount
Name & Address Contact Person Contact Details Underwritten
(BDT)
AAA Finance & Investment Limited Mr. Mohammad Obaydur Tel : +88-02-02 9559602
Amin Court, 4th Floor (Suite # 403-405) Rahman FCS, FCGA Fax : +88-02-9558330
31,Bir Uttam Shahid Ashfaqueus Samad Managing Director & CEO E-mail: info@aaafinancebd.com 16,276,000
Road, Dhaka-1000 www.aaafinancebd.com
Southeast Bank Capital Services limited Mr. Homayun Kabir , ACS Tel : +88-02-9574171-75
Eunoos Trade Centre (Level-9), Company Secretary Fax : +88-02-9574169
15,000,000
52-53 Dilkusha C.A. Email:sebcsl@southeastbank.com.bd
Dhaka-1000 www.southeastbank.com.bd
BD Finance Capital Holdings Limited Mr. Barun Prasad Paul Tel : +88-02-9588186-7
64, Motijheel C/A, 2nd floor, MD & CEO (CC) Fax : +88-02-9588185
15,000,000
www.bdcapital.com.bd
BLI Capital Limited Md. Israil Hossain ACS Tel: +88-02-9559512,9559523
Eunoos Trade Centre (Level-18), Managing Director Fax: +88-02-9592500
52-53 Dilkusha C.A., Dhaka-1000 E-mail: debabrata@blicapitalltd.com 15,000,000
www.blicapitalltd.com
Roots Investment Limited Mr. Nomanur Rahman Tel : +88-02-7116954,7117914
Diganta Tower, Level-1, Senior Vice President Mobile : 01833148258
15,000,000
Dhaka-1203 www.rootsinvestment.com
Alpha Capital Management Limited Mr. Noor Ahamed FCA, Phone: 8316519, 8316540, 8313947
Eastern Arzoo Complex (7th floor) CEO & Managing Director Fax -02 8316547
61 Bijoy Nagar, Dhaka-1000. Email:alpha.acml@gmail.com, 15,000,000
info@acmlbd.com
www.acmlbd.com
Total 91,276,500
39
b) Declaration by the underwriters that they have sufficient resources as per the
regulatory requirements to discharge their respective obligations;
Declaration by the Underwriter

We are one of the underwriters of the initial Public Offering (IPO) of Express Insurance
Limited. We will underwrite 1,500,000 no. of shares of Tk. 10.00 each at par amounting BDT.
15,000,000.00 for the upcoming issue on a firm commitment basis. In this connection we
hereby declare that;
We have sufficient resources as per the regulatory requirements to discharge our respective
obligations.
For the Underwriter
Sd/-
Managing Director & CEO (CC)
Baru Prasad Paul
BD Finance Capital Holdings Limited

obligations.
For the Underwriter
Sd/-
Md. Abu Bakar, FCA
Managing Director (CC)
Southeast Bank Capital Services Limited

obligations.
For the Underwriter
Sd/-
Md. Lutfar Rahman
Managing Director
BLI Capital Limited
40

obligations.
For the Underwriter

Sd/-
Md. Sarwer Hussain
CEO/ Managing Director
Roots Investment Ltd

obligations.
For the Underwriter
Sd/-
Noor Ahmed, FCA
CEO & Managing Director
Alpha Capital Management Ltd

obligations.
For the Underwriter
Sd/-
Mohammad Obaydur Rahman, FCS
Managing Director
41
c) Major terms and conditions of the underwriting agreements
(i) The IPO shall stand cancelled if at least 65% in any category of the IPO is not
subscribed.
(ii) In case of under subscription in any category by up to 35% of the IPO the
under-subscribed securities shall be taken up by the underwriters.
(iii) Notwithstanding anything contained in the agreement in case of inconsistency

between the provision of the agreement and the Bangladesh Securities and
Exchange Commission (Public Issue) Rules, 2015, the Public Issue Rules shall
prevail.
(iv) Prior to publication of the prospectus, the Company shall have obtained
consent from the Bangladesh Securities and Exchange Commission permitting the
issue as described in Article 2.01 and providing for payment of underwriting
commission 0.50% (zero point five zero percent) on the amount underwritten.
(v) The issuer, in the event of under subscription, shall send notice to the
underwriter(s) within ten days of closure of subscription calling upon them to
subscribe the securities and pay for this in cash in full within fifteen days of the
date of said notice and the said amount shall be credited into securities
subscription account within the said period.
(vi) In any case within 7 (seven) days after the expiry of the aforesaid 15 (fifteen)
days, the Company shall send to the Commission the proof of subscription and
deposit of the money by the underwriter(s).
(c) Capital Structure
(i) Authorized, issued, subscribed and paid up capital (number and class of securities,
allotment dates, nominal price, issue price and form of consideration);
At present the Company has the authorized capital of Tk. 750,000,000 and the paid-up capital
is Tk. 391,184,640 which is comprised of 39,118,464 shares @Tk. 10 per share. The detail
capital structure is given below:
Sl. Allotment Issue Amount Class of Form of

Particulars No. of share Nominal price
No. date price in Tk. securities consideration
As per
1 60,00,000 6,00,00,000 10 10 Cash
memorandum
2 Bonus share 22.09.2008 3,00,000 30,00,000 10 10 Bonus share
3 Bonus share 29.09.2009 7,56,000 75,60,000 10 10 Bonus share
Ordinary
4 Bonus share 03.07.2010 17,64,000 1,76,40,000 10 10 Bonus share
share
6 Right share 05.05.2011 1,32,30,000 13,23,00,000 10 10 Cash
Total 391,184,640
Notes: The face value of ordinary share has been split up from Tk. 100.00 to Tk. 10.00 through passing a
special resolution in its extraordinary general meeting held on October 25, 2010 and necessary
amendments in capital clause of the Memorandum and Articles of Association were made accordingly.
42
(ii) Size of the present issue, with break-up (number of securities, description, nominal value
and issue amount)
No. of
Nominal Issue Issue Amount
Particulars Percentage Ordinary
Value price (Taka)
Shares
Mutual Funds
Initial Public 26,079,000
Eligible investors (EI) & CIS 10% 2,607,900
Offering
EI Excluding 30% 7,823,700 78,237,000
through Fixed Mutual Funds 10.00 10.00
& CIS
GP excluding 50% 13,039,500 26,079,000
Price Method General public (GP) NRB
NRB 10% 2,607,900 130,395,000
Total 100% 26,079,000 260,790,000
(iii) Paid up capital before and after the present issue, after conversion of
convertible instruments (if any) and share premium account (before and after the issue)
Convertible instrument and Share Premium:
The Company has no outstanding convertible instruments and share premium account as
on the issue date of this prospectus.
Proposed capital structure after IPO (subject to approval of regulatory authority):
Price per
Particulars No. of shares Amount in Taka
share
Before the present issue 3,91,18,464 10 39,11,84,640
Paid up capital
After the issue 6,51,97,464 10 65,19,74,640
(iv) Category wise shareholding structure with percentage before and after the present
issue and after conversion of convertible instruments (if any)
The paid-up capital of the Company is Tk.39,11,84,640. The Company intends to issue
26,079,000ordinary shares of Tk. 10.00 each at an issue price of Tk. 10.00 through Initial Public
Offering (IPO) totaling to Tk.260,790,000 under Fixed Price Method subject to regulatory
approvals. The Company has no convertible instrument.
Category wise shareholding structure with percentage before and after the present issue is
as follows:
Sl. Category of No. of Ordinary Shares Hold Percentage of holding

No. Shareholders Pre-IPO Post-IPO Pre-IPO Post-IPO
1 Director & Sponsor 39,118,464 39,118,464 100.00% 60.00%
2 Eligible Investor Excluding - 7,823,700 - 12.00%
Mutual Funds & CIS
3 Mutual fund & CIS - 2,607,900 - 4.00%
4 GP excluding NRB - 13,039,500 - 20.00%
5 Non-Resident - 2,607,900 - 4.00%
Bangladeshi (NRB)
Total 39,118,464 65,197,464 100.00% 100.00%
43
(v) Where shares have been issued for consideration in other than cash at any point of time,
details in a separate table, indicating the date of issue, persons to whom those are
issued, relationship with the issuer, issue price, consideration and valuation thereof,
reasons for the issue and whether any benefits have been accrued to the issuer out of
the issue;
Shares issued for consideration other than cash:
Persons to Issue Benefits

Sl. Relationship Consideration Reasons for
Date of issue Whom those price Accrued to
No. with the issue and valuation the issue
are issued Tk. the issue
1 22 Sep 2008
2 29 Sep 2009
3 03 July 2010 Sponsor Capital base
Existing Directors, Enhancement of the
4 27 June 2011 10.00 Bonus share
shareholders Sponsors of Capital base Company
5 25 June 2012 Shareholders increased
6 13 April 2013
7 10 Aug 2015
(vi) Where shares have been allotted in terms of any merger, amalgamation or
acquisition scheme, details of such scheme and shares allotted;
The Company has not allotted any shares in terms of any merger, amalgamation or
acquisition scheme.
(vii) Where the issuer has issued equity shares under one or more employee stock option
schemes, date-wise details of equity shares issued under the schemes, including the
price at which such equity shares were issued;
The issuer has not issued equity shares under one or more employee stock option
schemes.
(viii) If the issuer has made any issue of specified securities at a price lower than the issue
price during the preceding two years, specific details of the names of the persons to
whom such specified securities have been issued, relation with the issuer, reasons for
such issue and the price thereof;
The issuer has not made any issue of specified securities at a price lower than the issue
price during the preceding two years.
(ix) The decision or intention, negotiation and consideration of the issuer to alter the capital
structure by way of issue of specified securities in any manner within a period of one
year from the date of listing of the present issue;
The Company has no decision or intention, negotiation and consideration to alter the
capital structure by way of issue of specified securities in any manner within a period of
one year from the date of listing of the present issue.
44
(x) The total shareholding of the sponsors and directors in a tabular form, clearly stating the names, nature of issue, date of allotment, number of shares,
face value, issue price, consideration, date when the shares were made fully paid up, percentage of the total pre & post issue capital, the lock in period
and the number and percentage of pledged shares, if any, held by each of them
Date of % of the total

Allotment/ Capital Lock in
Issue Price/
Name & Date when the Number of Face Period
Nature of issue Acquisition price/ Consideration
Position share were equity Shares value
Transfer price Pre-issue Post-issue
made fully paid
up
16.07.2003 450,000 10 4,500,000 cash
16.07.2003 27,270 10 272,700 cash
21.08.2004 125,000 10 1,250,000 cash
22.09.2008 30,110 10 301,100 Bonus Share
29.09.2009 75,880 10 758,800 Bonus Share
03.07.2010 177,060 10 1,770,600 Bonus Share
Mrs. Farida Razzaq 27.06.2011 221,330 10 2,213,300 Bonus Share
Ordinary 10.0376% 6.0226% 3 years
Position: Director
05.05.2011 1,327,980 10 13,279,800 Cash
(Right Share)
25.06.2012 486,926 10 4,869,260 Bonus Share
13.04.2013 350,587 10 3,505,870 Bonus Share
10.08.2015 654,429 10 6,544,290 Bonus Share
Total 3,926,572 39,265,720
20.08.2003 450,000 10 4,500,000 cash
20.08.2003 27,270 10 272,700 cash
22.09.2008 23,870 10 238,700 Bonus Share
29.09.2009 60,140 10 601,400 Bonus Share
03.07.2010 140,320 10 1,403,200 Bonus Share
27.06.2011 175,400 10 1,754,000 Bonus Share
05.05.2011 1,052,400 10 10,524,000 Cash (Right
Mr. Md. Mazakat Harun Share) 3 Years
Ordinary 20.02.2012 (1,079,400) 10 (10,794,000) Cash 3.5044% 2.1026%
position: Sponsor
25.06.2012 170,000 10 1,700,000 Bonus Share
13.04.2013 122,400 10 1,224,000 Bonus Share
30.06.2014 2,438,875 10 24,388,750 Cash
25.05.2015 (1,607,395) 10 (16,073,950) Cash
25.05.2015 (831,480) 10 (8,314,800) Cash
10.08.2015 228,480 10 2,284,800 Bonus Share
Total 1,370,880 13,708,800
45
30.03.2000 500,000 10 5,000,000 cash

20.03.2001 27,270 10 272,700 cash
15.07.2002 109,090 10 1,090,900 cash
15.07.2002 27,270 10 272,700 cash
22.09.2008 33,180 10 331,800 Bonus Share
29.09.2009 83,620 10 836,200 Bonus Share
Mr. Syed Al Farooque 03.07.2010 195,110 10 1,951,100 Bonus Share 3 years
Ordinary 11.0605% 6.6363%
Position: Director 27.06.2011 243,885 10 2,438,850 Bonus Share
05.05.2011 1,463,310 10 14,633,100 Right Share
25.06.2012 536,547 10 5,365,470 Bonus Share
13.04.2013 386,314 10 3,863,140 Bonus Share
10.08.2015 721,119 10 7,211,190 Bonus Share
Total 4,326,715 43,267,150
20.02.2012 850,000 10 8,500,000 cash
25.06.2012 170,000 10 1,700,000 Bonus Share
Mrs. Mahfuza Younus 13.04.2014 122,400 10 1,224,000 Bonus Share
Ordinary 3.5044% 2.1026% 3 years
Position: Director 10.08.2015 228,480 10 2,284,800 Bonus Share
Total 1,370,880 13,708,800
30.03.2000 450,000 10 4,500,000 cash
20.03.2001 27,270 10 272,700 cash
22.09.2008 23,870 10 238,700 Bonus Share
29.09.2009 60,140 10 601,400 Bonus Share
03.07.2010 140,320 10 1,403,200 Bonus Share
Mr. Md. Shamsur Rahman 27.06.2011 175,400 10 1,754,000 Bonus Share 3 years
Ordinary 7.9546% 4.7728%
Position: Director 05.05.2011 1,052,400 10 10,524,000 Right Share
25.06.2012 385,880 10 3,858,800 Bonus Share
13.04.2013 277,833 10 2,778,330 Bonus Share
10.08.2015 518,623 10 5,186,230 Bonus Share
Total
3,111,736 31,117,360
30.03.2000 400000 10 4,000,000 cash
20.03.2001 27270 10 272,700 cash
21.08.2004 125000 10 1,250,000 cash
22.09.2008 27610 10 276,100 Bonus Share
Mr. Md. Abdul Awal 29.09.2009 69580 10 695,800 Bonus Share
Ordinary 9.2044% 5.5226%
Position: Chairman
03.07.2010 162370 10 1,623,700 Bonus Share 3 years
27.06.2011 202958 10 2,029,580 Bonus Share
05.05.2011 1217745 10 12,177,450 Right Share
46
25.06.2012 446507 10 4,465,070 Bonus Share

13.04.2013 321485 10 3,214,850 Bonus Share
10.08.2015 600105 10 6,001,050 Bonus Share
Total 3,600,630 36,006,300
20.02.2012 850,000 10 8,500,000 cash
25.06.2012 170,000 10 1,700,000 Bonus Share
Mrs. Marium Akhter 13.04.2013 122,400 10 1,224,000 Bonus Share 3 years
Ordinary 7.1213% 4.2728%
Position: Director 25.05.2015 1,179,057 10 11,790,570 cash
10.08.2015 464,291 10 4,642,910 Bonus Share
Total 2,785,748 27,857,480
30.03.2000 500,000 10 5,000,000 cash
20.03.2001 27,300 10 273,000 cash
15.07.2002 68,180 10 681,800 cash
22.09.2008 29,770 10 297,700 Bonus Share
29.09.2009 75,030 10 750,300 Bonus Share
Mr. Khalilur Rahman 03.07.2010 175,070 10 1,750,700 Bonus Share
Choudhury Ordinary 9.9246% 5.9547% 3 years
27.06.2011 218,837 10 2,188,370 Bonus Share
Position: Director 05.05.2011 1,313,025 10 13,130,250 Right Share
25.06.2012 481,442 10 4,814,420 Bonus Share
13.04.2013 346,638 10 3,466,380 Bonus Share
10.08.2015 647,058 10 6,470,580 Bonus Share
Total
3,882,350 38,823,500
20.02.2012 850,000 10 8,500,000 cash
Mr. Latiful Bari 25.06.2012 170,000 10 1,700,000 Bonus Share
Ordinary 13.04.2013 122,400 10 1,224,000 Bonus Share 3.5044% 2.1027%
Position: Director 3 years
10.08.2015 228,480 10 2,284,800 Bonus Share
Total
1,370,880 13,708,800
30.03.2000 350,000 10 3,500,000 cash
20.03.2001 27,270 10 272,700 cash
15.07.2002 68,180 10 681,800 cash
22.09.2008 22,270 10 222,700 Bonus Share
29.09.2009 56,120 10 561,200 Bonus Share
7.4240% 4.4544%
03.07.2010 130,960 10 1,309,600 Bonus Share
3 years
27.06.2011 163,700 10 1,637,000 Bonus Share
Mr. Amir Hamza Sarker
Ordinary 05.05.2011 982,200 10 9,822,000 Right Share
Position: Director
25.06.2012 360,140 10 3,601,400 Bonus Share
13.04.2013 259,301 10 2,593,010 Bonus Share

10.08.2015 484,028 10 4,840,280 Bonus Share
Total 2,904,169 29,041,690
47
30.03.2000 650,000 10 6,500,000 cash
22.09.2008 32,500 10 325,000 Bonus Share
29.09.2009 81,900 10 819,000 Bonus Share
03.07.2010 191,100 10 1,911,000 Bonus Share
27.06.2011 238,875 10 2,388,750 Bonus Share

Mr. Mohammad Younus 3 years
Ordinary 7.3289% 4.3973%
Position: Sponsor 05.05.2011 1,433,250 10 14,332,500 Right Share
20.02.2012 (850,000) 10 (8,500,000) Cash
25.06.2012 355,525 10 3,555,250 Bonus Share
13.04.2013 255,978 10 2,559,780 Bonus Share
10.08.2015 477,826 10 4,778,260 Bonus Share

Total 2,866,954 28,669,540
26.08.2007 500,000 10 5,000,000 cash
26.08.2007 27,270 10 272,700 cash
26.08.2007 136,370 10 1,363,700 cash
Mr. ABM. Kaiser

Position: Director 22.09.2008 33,180 10 331,800 Bonus Share
29.09.2009 83,620 10 836,200 Bonus Share
03.07.2010 195,110 10 1,951,100 Bonus Share
27.06.2011 243,887 10 2,438,870 Bonus Share
05.05.2011 1,463,325 10 14,633,250 Cash (Right
Share)
25.06.2012 536,552 10 5,365,520 Bonus Share
13.04.2013 386,318 10 3,863,180 Bonus Share
30.06.2014 (2,438,875) 10 (24,388,750) Cash
25.05.2015 1,607,395 10 16,073,950 Cash
10.08.2015 554,830 10 5,548,300 Bonus Share
Total 3,328,982 33,289,820
20.02.2012 1,079,400 10 10,794,000 cash
25.06.2012 215,880 10 2,158,800 Bonus Share
Mrs. Halima Harun 13.04.2013 155,434 10 1,554,340 Bonus Share
Position: Diirector 10.08.2015 290,143 10 2,901,430 Bonus Share
Total 1,740,857 17,408,570
48
Maj. Gen. Monzur Rashid Khan Ordinary 30.03.2000 2,50,000 10 25,00,000 Cash
(Rtd.) 21.08.2004 (2,50,000) 10 (25,00,000) Cash
Position: Sponsor
Total -
30.03.2000 4,50,000 10 45,00,000 Cash
23.09.2000 10 2,72,700 Cash
Mrs. Ayeasha Siddique 27,270
Ordinary
Position: Sponsor 15.07.2002 (4,77,270) 10 (47,72,700) Cash
Total -
30.03.2000 3,00,000 10 30,00,000 Cash
Maj. Anisur Rahman (Rtd.) Ordinary 23.09.2000 (3,00,000) 10 (30,00,000) Cash
Position: Sponsor
Total Total
30.03.2000 4,50,000 10 45,00,000 Cash
23.09.2000 10 2,72,700 Cash
Mr. Fuad Latif 27,270
Ordinary
Position: Sponsor 16.07.2003 (4,77,270) 10 (47,72,700) Cash
Total - -
Mr. Abdur Rashid Position: 30.03.2000 5,00,000 10 50,00,000 Cash
Ordinary
Sponsor 23.09.2000 27,270 10 2,72,700 Cash
15.07.2002 1,36,370 10 13,63,700 Cash
26.08.2007 (6,63,640) 10 (66,36,400) Cash
The Company split up its share from Tk.100.00 to Tk.10.00 on December 30, 2010 which has been reflected in the Memorandum and Articles of Association of the Company.
49
(xi) The details of the aggregate shareholding of the sponsors and directors, any aggregate number of
specified securities purchased or sold or otherwise transferred by the sponsors, directors and their related
parties within six months immediate preceding the date of filing the prospectus
Aggregate shareholding of the Sponsors & Directors:
Sl. Name of sponsor & Status Number of Face value & Latest
No director ordinary shares issue price shareholding
held percentage
1 Mr. Md. Abdul Awal Chairman 3,600,630 10.00 9.2044%
2 Mrs. Halima Harun Sponsor & Director 1,740,857 10.00 4.4502%
3 Mrs. Farida Razzaq Sponsor& Director 3,926,572 10.00 10.0376%
4 Mr. Khalilur Rahman Sponsor &Director 3,882,350 10.00 9.9246%
Choudhury
5 Mr. Syed Al Farooque Sponsor &Director 4,326,715 10.00 11.0605%
6 Mr. Amir Hamza Sarker Sponsor &Director 2,904,169 10.00 7.4240%
7 Mr. Latiful Bari Sponsor &Director 1,370,880 10.00 3.5044%
8 Mrs. Marium Akhter Sponsor &Director 2,785,748 10.00 7.1213%
9 Mr. ABM Kaiser Director 3,328,982 10.00 8.5100%
10 Mrs. Mahfuza Younus Director 1,370,880 10.00 3.5044%
11 Alhaj Mohd. Younus Sponsor & Shareholder 2,866,954 10.00 7.3289%
12 Mr. Md. Shamsur Rahman Sponsor & Director 3,111,736 10.00 7.9546%
13 Mr. Siddique Hossain Independent Director - - -
Choudhury
14 Mr. Feroz Ahmed Independent Director - - -
15 Mr. K. M. Saidur Rahman Managing Director & - - -

There was no transaction in Ordinary shares or Specified Securities during immediate preceding the date of
filing of prospectus within six months, which have been purchased or sold or otherwise transferred by the
sponsors, directors and their related parties of the Company.
(xii) The name and address of any person who owns, beneficially or of record, 5% or more of the securities
of the issuer, indicating the amount of securities owned, whether they are owned beneficially or of
record, and the percentage of the securities represented by such ownership including number of
equity shares which they would be entitled to upon exercise of warrant, option or right to convert any
convertible instrument
% of securities
Name of the No. of shares Types of
Sl. No. Address owned
Shareholders owner ownership
20/8 East Madartek Sabujbag,
1 Mr. Md. Abdul Awal 3,600,630 9.2044% Chairman
Dhaka
House-2, Road-3, Baridhara R/A,
2 Mr. Syed Al Farooque 4,326,715 11.0605% Sponsor Director
Dhaka
House-8, Rioad-76, Dhanmondi
3 Mrs. Farida Razzaq 3,926,572 10.0376% Sponsor Director
R/A Dhaka
Mr. Khalilur Rahman Janata Bhaban, 1/1 North
4 3,882,350 9.9245% Sponsor Director
Choudhury Kamalapur, Dhaka
Plot-49, Road-35/A, Gulshan-2,
5 Mr. ABM Kaisar 33,28,982 8.5100% Sponsor Director
Dhaka.
Mr. Md. Shamsur Sponsor Director
6 70 Gulshan Avenue, Dhaka 3,111,736 7.9546%
Rahman
51, Central Road, Dhanmondi, Sponsor share
7 Alhaj Mohd. Younus 28,26,954 7.3289%
Dhaka-1205. holder
House-82, Road-11,/A Dhanmondi
8 Mrs. Marium Akhter 2,785,748 7.1213% Sponsor Director
R/A, Dhaka
19/2, Kakrail, Ramna, Dhaka
9 Mr. Amir Hamza 2,904,169 7.4240% Sponsor Director
Sarker
50
There is no entitlement of ordinary shares upon exercise of warrant, option or right to convert any
convertible instrument till finalization or Prospectus.
(xiii) The number of securities of the issuer owned by each of the top ten salaried officers, and all
other officers or employee as group, indicating the percentage of outstanding shares
represented by the securities owned employees as group, indicating the percentage of
outstanding shares represented by the securities owned
No share or securities of the issuer’s owned by each of the top ten salaried officers and all others
officers or employee as a group.
(c) (d) Description of Business:
(i) The date on which the issuer company was incorporated and the date on which it commenced
operations and the nature of the business which the company and its subsidiaries are engaged in
or propose to engage in:
Express Insurance Limited (EIL) was incorporated in Bangladesh on March 30, 2000 under the
Companies Act, 1994 as a public company limited by shares for carrying out all kinds of general
insurance activities. EIL was granted Certificate of Commencement of Business on March 30, 2000
for general insurance business. There is no subsidiary company of EIL.
The company is carrying out mainly following types of insurance/reinsurance businesses:
i) Fire Insurance Business-

Fire & Lightning, riot & strike damages, Malicious Damage, flood, Cyclone, Earthquake, DECA
& Allied Perils Insurance, Industrial All risk Insurance, Power Plant operational package
Insurance.
ii) Marine Insurance Business-
Marine Cargo Export Insurance, Marine Cargo Import Insurance, Marine Inland Transit
Insurance, Marine Hull Insurance.
iii) Motor Insurance Business-
Motor Private Vehicle Act Liability Insurance, Motor Private Vehicle Comprehensive
Insurance, Motor Commercial Act Liability Insurance, Motor Commercial Comprehensive
Insurance, Motor Cycle Act liability Insurance, Motor Cycle Comprehensive Insurance.
iv) Eng. Insurance Business -
Machinery Breakdown Insurance, Boiler Pressure Vessel Insurance, Erection All Risk
Insurance, Contractors All Risk Insurance.
51
v) Miscellaneous Insurance Business-

Burglary insurance, Personal Accident Insurance, Fidelity Guarantee Insurance, Cash-in-safe
Insurance, Cash-on-counter Insurance, Cash-in-Transit Insurance, Workmen Compensation
Insurance.
(ii) Location of the project:
The Company operates through the Head Office which is situated at Al – Razi Complex, 166-167, Shahid
Sayed Nazrul Islam Shorani, Bijoynagar, Dhaka-1000 and 20 branches throughout the country with the
professional staff/executives.
(iii) Plant, machinery, technology, process, etc.:
Not applicable to this type of business
(iv) Details of the major events in the history of the issuer, including details of capacity/facility
creation, launching of plant, products, marketing, change in ownership and/or key management
personnel etc.;
On March 30, 2000 incorporated as a Public Limited Company.

History of the issuer
On May 18, 2000 commenced commercial operation
Capital raise (Last) Tk. 65,19,744 (Stock dividend) on 07.05.2015.
Service/product General insurance services-Fire, Marine, Motor and Miscellaneous
Change in ✓ Mr. Mizanur Rahman CFO of the company resigned on 28.02.2017

ownership/key ✓ Mr. Obaidul Akber joined as Senior AGM and CFO on 06.03.2017
management personnel
(v) Principal products or services of the issuer and markets for such products or services. Past trends
and future prospects regarding exports (if applicable) and local market, demand and supply
forecasts for the sector in which the product is included with source of data;
Principal Product /Services:

Fire Insurance Business-
Fire & Lightning, riot & strike damages, Malicious Damage, flood, Cyclone, Earthquake, DECA
& Allied Perils Insurance, Industrial All risk Insurance, Power Plant operational package
Insurance.
Marine Insurance Business -
Marine Cargo Export Insurance, Marine Cargo Import Insurance, Marine Inland Transit
Insurance, Marine Hull Insurance.
Motor Insurance Business -
Motor Private Vehicle Act Liability Insurance, Motor Private Vehicle Comprehensive
Insurance, Motor Commercial Act Liability Insurance, Motor Commercial Comprehensive
Insurance, Motor Cycle Act liability Insurance, Motor Cycle Comprehensive Insurance.
Eng. Insurance Business

Machinery Breakdown Insurance, Boiler Pressure Vessel Insurance, Erection All Risk
Insurance, Contractors All Risk Insurance.
52
Miscellaneous Insurance Business -

Burglary insurance, Personal Accident Insurance, Fidelity Guarantee Insurance, Cash-in-safe
Insurance, Cash-on-counter Insurance, Cash-in-Transit Insurance, Workmen Compensation
Insurance.
Market for such Products:

The Company’s services are rendered through the Head Office and 20 branches around the country.
EIL provides non-life Insurance service only in Bangladesh and it has no plan to provide insurance
service globally in near future.
Past trends:
Last 5 years sales of EIL are as under:
(Amount in BDT)
Particular 31.12.2018 31.12.2017 31.12.2016 31.12.2015 31.12.2014
Premium(Revenue) 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
Future prospects:
After liberation of Bangladesh in 1971, for the reformation of war-damaged economy the then
government took control of all existing insurance companies at that time and nationalized them on
August 8, 1972. In the year 1973 the government two insurance institutions Jibon Bima Corporation
(JBC) and Shadharan Bima Corporation (SBC) breaking all those insurance companies. Later with
the objective of the development and expansion of insurance industry government gave
opportunity to establish insurance companies in private sector. As a result, there are 77 insurance
companies including JBC and SBC (46 general and 31 life insurance companies) are operating
insurance business in the country at present. If we consider the insurable life and property of huge
population most of their life and property have not come under insurance coverage. So, the sector
is huge potentiality for the expansion with the awareness of mass people, development of
industrialization, trade and commerce, import- export etc. The government has given more
attention to this sector and working to bring this sector from traditional trend to modernization
through taking different reformative programs and rules-regulation to regularize this sector of the
economy. As a part of that Insurance Development and Regulatory Authority (IDRA) was formed
and it has been strengthening more at present by the Government. So, there is good prospect of
this sector. (Source: National Insurance Policy 2014). EIL provides non-life Insurance service only in
Bangladesh and it has no plan to provide insurance service globally in near future.
53
(vi) If the issuer has more than one product or service, the relative contribution to
sales and Income of each product or service that accounts for more than 10% of
the company’s total revenues;
The Company provides following insurance services contributing more than 10% of total revenue are
as below:
Sl. No. Description December 31, 2018 Percentage (%)

1. Fire Insurance Revenue 128,743,409 31.49%
2. Marine Insurance Revenue 106,596,424 26.07%
3. Motor Insurance Revenue 120,933,246 29.58%
N.B. As described in note no. 24.01 in the audited accounts of December 31, 2018 total amount of
premium collected is Tk. 408,889,052.
(vii) Description of associates, subsidiary and holding company of the issuer and core areas of
business thereof
The company neither has any associate or subsidiary company nor is operated under any holding
company.
(viii) How the products or services are distributed with details of the distribution channel. Export
possibilities and export obligations;
The Company conducts the business operations under the supervision of Board of Directors and the
legal frame work of the Insurance Act 2010 and Insurance Rules 1958, as amended from time to
time. The Company operates through the Head Office at Dhaka and 20 branches throughout the
country with the professional staff/executives. The Company also engages the services of research,
experts and surveyors for professional assistance wherever necessary. Accounting and technical
staffs provide the back-office support in issuance of “Policy-Covers” and “Claim-Settlements”.
The Company’s services are rendered through the Head Office and following 20 branches:
Sl. No. Name of the Office/Branch and Address

Local Office
1
28, Dilkusha C/A (16th floor), Suit # 1602, Dhaka.
Motijheel Branch
2 Paramount Heights (5th floor), 65/2/1, Box Culvert Road, Purana Paltan,
Dhaka.
DIT Road Branch
3
Lal Bhaban (9th floo), 18, Rajuk Avenue, Dhaka.
Principal Branch
4
6, Motijheel C/A.(4th floor), Dhaka
VIP Road Branch
5
Shatabdi Centre (8th floor), Room # 8/G292, Inner Circular Road, Dhaka.
Malibagh Branch
6
Manhattan Tower (3rd floor), 83, Siddeswary Circular Road, Malibagh, Dhaka.
Bangshal Branch
7
92, Shahid Syed Nazrul Islam Sharani (4th Floor), Bangshal, Dhaka.
B.B.Avenue Branch
8
20, B.B. Avenue (3rd floor), Dhaka.
Kawran Bazar Branch
9
57/E, Kazi Nazrul Islam Avenue (1st floor), Kawran Bazar, Dhaka
10 Hatkhola Branch
54
33/1, Hatkhola Road (1st floor), Dhaka.

Narayangonj Branch
11
Gowsia Complex (1st floor), S.M.Maleh Road, Narayangonj
Jublee Road Branch
12
Wazico Tower (4th floor), 263, Jublee Road, Enayet Bazar, Chittagng.
Khatungonj Branch
13
Salma Tower (3rd floor), 398/A, Khatungonj, Chittagong.
Agrabad Branch
14
K.M. Tower(4th Floor), 76-77, Agrabad C/A, Chittagong
Naya Paltan Branch
15
Navana Rahim Ardent (2nd floor), Suite # B2, 185, Shahid Syed Nazrul Islam
Sharani, Dhaka.
Paltan Branch
16 Nurjaham Sharif Pflaza (7th floor), 34, Purana Paltan,Dhaka-1000
Dilkusha Branch
17
58, Dilkusha C/A (7th floor), Dhaka.
Topkhana Road Br.
18
Tropicana Tower (6th floor), 218, Shahid Syed Nazrul Islam Sharni
(45, Topkhana Road), Dhaka.
Norshigdi Branch
19 594, Jail gate (3rd floor), Room # 1/B, Velanagar Bus stand, Nonshingdi.
20 Kakrail Branch
Akram Tower (11th Foor), 199, Shahid Syed Nazrul Islam Sharani, Bijoynagar,
Dhaka
Export possibilities and export obligations:

EIL doesn’t have any export obligation.
(ix) Competitive conditions in business with names, percentage and volume of market shares of
major competitors
In Bangladesh a number of listed companies are engaged in insurance sector. Major competitors
are:
1. Pragati Insurance Ltd Dhaka Insurance Limited
6.
2. Prime Insurance Company Ltd. Continental Insurance Ltd.
7.
3. Global Insurance Company Ltd. City General Insurance Co. Ltd.
8.
9. Bangladesh National Insurance
4. Paramount Insurance Company Ltd.
Company Limited
5. Bangladesh General Insurance Company Ltd. 10.Reliance Insurance Ltd etc.
Apart from this, as per annual report of the listed securities and audited financial statements of
Express Insurance Limited, the revenue are presented below:
Figure in Million
Revenue(TK)
Name of the Company Percentage
(Gross Premium)
1. Express Insurance Ltd 400.66 1.52
2. Rupali Insurance Ltd 844.71 3.33
3. Global Insurance Company Ltd. 226.27 0.89
4. Paramount Insurance Company Ltd. 168.58 0.66
5. Bangladesh General Insurance Company Ltd. 683.75 2.69
Total Revenue of Insurance Sector: TK. 25392.00 million during year of 2017
Source: Bangladesh Insurance Association

55
(x) Sources and availability of raw materials, names and addresses of the principal suppliers and
contingency plan in case of any disruption;
The Company, being a service provider, operates on the basis of professional expertise relevant to
insurance industry. Its’ product is a service and its raw materials are human resources. The general
insurance industry has since developed and expanded fast in order to meet the growing need of the
economy. The company has procured the services of experienced professional personnel from the
existing insurance industry operators including Shadharan Bima Corporation. The company has also
set up training programs for training fresh graduates for development of its growing need of human
resources.
Contingency Plan in case of any disruption:

Its product is a service and its raw materials are human resources. In our country there is huge
supply of educated manpower and different institutions including BIA and Dhaka University have
been providing higher degree in insurance at present days. Therefore, there is no possibility of
disruption of service
(xi) Sources of, and requirement for, power, gas and water; or any other utilities and contingency plan
in case of any disruption;
The Company does not need any power, gas and water except for ordinary uses in office work.
Contingency Plan in case of any disruption:
There is an arrangement of high capacity generator in the office building to ensure alternative power
supply to tackle any power disruptions.
(xii) Names, address(s), telephone number, web address, e-mail and fax number of the customers who
account for 10% or more of the company’s products/services with amount and percentage
thereof;
There is no such customer of the Company who provides 10% or more of its revenues.
(xiii) Names, address(s), telephone number, web address, e-mail and fax number of the suppliers from
whom the issuer purchases 10% or more of its raw material/finished goods with amount and
percentage thereof;
Not applicable in this type of business.

56
(xiv) Description of any contract which the issuer has with its principal suppliers or customers showing
the total amount and quantity of transaction for which the contract is made and the duration of
the contract. If there is not any of such contract, a declaration is to be disclosed duly signed by
CEO/MD, CFO and Chairman on behalf of Board of Directors;
The Company has no such contract with principal suppliers or Customers.
Declaration Regarding Contract with Principal Suppliers or Customers
We, on behalf of the Board of Directors certify that Express Insurance Limited did not enter into
any contract with its principal suppliers or customers.
Sd/- Sd/- Sd/-

Md. Obaidul Akbar K. M. Saidur Rahman Md. Abdul Awal
Sr. AGM & CFO Managing Director & CEO Chairman
Dated: July 11, 2019

Dhaka
(xv) Description of licenses, registrations, NOC and permissions obtained by the issuer with issue,
renewal and expiry dates;
EIL has several regulatory licenses and certificates in order to continue its operations. The table
shows list of licenses:
License Certificate/ License

SL No. Particulars Issue Date Validity Expired On
Issuer/Issuing Authority No.
Department of Insurance
Insurance 31 December
01 (Now Insurance Development No.CR-13/2000 May 18, 2000
Business License 2020
and Regulatory Authority)
Dhaka South City January
02 Trade License Corporation, 275564/2019 30 June, 2020
07,
Revenue Division
2020
03 TIN Certificate National Board of Revenue 214124981218 May 12, 2014 N/A
Customs, Excise & VAT

04 VAT Reg. No. Commissionerate, Dhaka BIN.000251279 6 June 2017 N/A
(south)
Insurance Development and ব ীঃউীঃন িঃক/নন- ২৪ এনিল, িয োজ্য নয়
05 NOC Regulatory Authority লাইফ/২৩৬৪/২০১৩.১ ২০১৭
৩৭৮
57
EIL has 20 branches and their license No., Validity, address is described as below:
Trade License No. & Validity Expired/

Name of Br. Address
Issuing Authority To be Expired on
Local Office Branch 28, Dilkusha C/A (16th floor), Suit # 263755/2019 30 June, 2020
1602, Dhaka Dhaka South City
Corporation
Motijheel Branch Paramount Heights (5th floor), 65/2/1, Box 256058/2019 30 June, 2020
Culvert Road, Dhaka South City
Purana Paltan, Dhaka Corporation
Dilkusha Branch 58, Dilkusha C/A (7thfloor), Dhaka 322585/2019 30 June, 2020
Dhaka South City
Corporation
Naya Paltan Branch Navana Rahim Ardent, Suite # B2 233958/2019 30 June, 2020
(2nd Floor), 185, Shahid Syed Nazrul Islam Dhaka South City
Sharani, Dhaka Corporation
DIT Avenue Branch Lal Bhaban (9th floor), 18, Rajuk Avenue, 263733/2019 30 June, 2020
Dhaka-1000 Dhaka South City
Corporation
B.B Avenue Branch 20, B.B. Avenue (3rd floor), Dhaka 232350/2019 30 June, 2020
Dhaka South City
Corporation
Principal Branch 6, Motijheel C/A, (4th floor), Dhaka. 322575/2019 30 June, 2020
Dhaka South City
Corporation
Paltan Branch Nurjaham Sharif Plaza (7th floor), 34, 256054/2019 30 June, 2020
Purana Paltan, Dhaka-1000 Dhaka South City
Corporation
Malibag Branch Manhattan Tower (3rd floor), 83, 253815/2019 30 June, 2020
Siddeswary Circular Road, Dhaka South City
Malibagh, Dhaka Corporation
Topkhana Branch Tropicana Tower (6th floor), 218, Shahid Syed 232336/2019 30 June, 2020
Nazrul Islam Sharoni Dhaka South City
(45, Topkhana Road), Dhaka Corporation
VIP Road Branch Shatabdi Centre (8th floor), Room # 263690/2019 30 June, 2020
8/G292, Inner Circular Road, Dhaka Dhaka South City
Corporation
Hatkhola Branch 33/1, Hatkhola Road (1st floor), Dhaka 231317/2019 30 June, 2020
Dhaka South City
Corporation
Narayangonj Branch Narayangonj Branch 23553 30 June, 2020
Gowsia Complex (1st floor), S.M.Maleh Narayangong City
Road, Narayangonj Corporation
Bangshal Branch 2, Shahid Syed Nazrul Islam Sharani (4th 236942/2019 30 June, 2020
Floor), Bangshal, Dhaka Dhaka South City
Corporation
Kawran Bazar Branch 57/E, Kazi Nazrul Islam Avenue (1st floor), 022963 30 June, 2020
Kawran Bazar, Dhaka Dhaka North City
Corporation
Khatungonj Branch Salma Tower (3rd floor), 398/A, 064405 30 June, 2020
Khatungonj, Chittagong Chittagong City
Corporation
Narsingdi Branch 594, Jail gate (3rd floor), Room # 1/B, 30 June, 2020
Velanagar Bus stand, Nonsingdi 92/2019-2020 Cinishpur
Union Porishod, Narsingdi
Jubilee Road Branch Wazico Tower (4th 23256 30 June, 2020
floor),263,Jublee Road, Enayet Bazar, Chittagong City
Chittagong Corporation
Agrabad Branch 76/77, K.M. Tower Agrabad, Chittagong 153597 30 June, 2020
Chittagong City
Corporation
Kakrail Branch Akram Tower (11th Foor), 199 Shahid Syed 232320/2019 30 June, 2020
Nazrul Islam Sharani, Bijoynagar, Dhaka Dhaka South City
Corporation
Head Office Al-Razi Complex (9th & 10th floor), 166-167, 275564/2019 30 June, 2020
Shahid Syed Nazru Islam Sharani, Bijoynagor, Dhaka South City
Dhaka. Corporation
58
(xvi) Description of any material patents, trademarks, licenses or royalty agreements;

The Company neither obtained any Patent Right/Trademarks nor signed any royalty agreement with any
party.
(xvii) Number of total employees and number of full-time employees
As per audited accounts

No. of Part Time/Full
No. of Employees
Monthly Salary Range Time Employee
31.12.2018 31.12.2017
Below Taka 72,000 per year - All the employees are
Taka 72,000 and above 585 580 full time employees
Total 585 580
(xviii) A brief description of business strategy;

✓ Emphasizing on creating a quality administrative, organizational and operational platform
to practice good insurance business;
✓ Everyone has a good idea of the decisions and actions for which he or she is responsible;
✓ Important information about the competitive environment gets to head office quickly;
✓ Continuing regular business operation through complying regulator’s guidelines and
compliances;
✓ Information flows freely across organizational boundaries;
✓ Striving for making clients(policy holders permanent;
✓ Setting up of work program for sustainable development of the Company
(xix) A table containing the existing installed capacities for each product or service, capacity utilization
for these products or services in the previous years, projected capacities for existing as well as
proposed products or services and the assumptions for future capacity utilization for the next
three years in respect of existing as well as proposed products or services. If the projected
capacity utilization is higher than the actual average capacity utilization, rationale to achieve the
projected levels.
The Company is licensed to conduct all types of general insurance business and in practice they carry
on following types of insurance services in their normal source of business:
Sl. No. Description

1 Fire Insurance Revenue
2 Marine Insurance Revenue
3 Motor Insurance Revenue
4 Misc. Insurance Revenue
As EIL is a service-oriented concern, therefore, it is not possible to determine the actual capacity and
its utilization like manufacturing and other concern.
59
(d) (e) Description of Property
The Company possesses the following fixed assets at written down value as per audited accounts
(Annexure-A):
(Amount in BDT)
Written down
PARTICULARS
value as on 31.12.2018
Land & Building 130,138,851
Furniture and Fixture 2,561,994
Office Decoration 7,225,334
Office Equipment 311,057
Computer with printer 2,016,332
Crockeries and Cutleries 30,308
Motor Vehicles 10,971,295
Telephone Installation 87,121
Electric Equipment 484,865
Air Condition 2,622,247
Total 156,449,403
(i) Location and area of the land, building, principal plants and other property of the company and
the condition thereof;
The company has its own floor space of 10,700 Sqft at 9th and 10th floor of Al – Razi
Complex, 166-167, Shahid Sayed Nazrul Islam Sharani, Bijoynagar, Dhaka-1000 and 20 number
of Branch Offices at different districts / city areas of Bangladesh. It is to be noted here that all
the branch offices are situated in rented premises under operating lease agreement. Most of the
assets as mentioned above are located at its head office i.e. at 9 th and 10th floor of Al – Razi
Complex, 166-167, Shahid Sayed Nazrul Islam Sharani, Bijoynagar, Dhaka-1000, Bangladesh.
Some other assets are located its twenty branch offices around the country. All properties as
mentioned in fixed assets schedule are owned by the company.
(ii) Whether the property is owned by the company or taken on lease;
All properties as mentioned in Fixed Assets Schedule are owned by the Company .
60
(iii) Dates of purchase, last payment date of current rent (খাজনা) and mutation date of lands, deed
value and other costs including details of land development cost, if any and current use thereof;
Last date of C.S. Registration Area of Current

Deed Date of Mutation
current rent Deed Value & Other Cost land use
No. purchase date Dag No.
(খাজনা) in Tk. (Decimal)
10.12.2018
for Bangla 44,52, 10,700 sqft Corporate
2685 22.06.2011 20.10.2013 3,53,45,200 47,18,308
year up to 53,54 floor space Head office
1428
(iv) The names of the persons from whom the lands has been acquired/proposed to be acquired along
with the cost of acquisition and relation, if any, of such persons to the issuer or any sponsor or
director thereof
Name of the persons from whom the Cost of

Relations
lands has been acquired acquisition
Abed Holdings Ltd. Tk. 40,063,508 No relation.
(v) Details of whether the issuer has received all the approvals pertaining to use of the land, if
required;
The Company has received all the approvals pertaining to use of the land.
(vi) If the property is owned by the issuer, whether there is a mortgage or other type of charge on the
property, with name of the mortgagee;
There is no mortgaged or any type of charge on the property of EIL.
(vii) If the property is taken on lease, the expiration dates of the lease with name of the lessor,
principal terms and conditions of the lease agreements and details of payment;
No property of EIL is taken on lease except the following operating lease commitment for its
following branches:
Sl. Area Rent per Monthly

No. Name of the Office/Branch and Address (sft) sft.(Tk.) Period of Lease Amount
(Tk.)
1 Local Office 1,350 35.00 01.05.2019 to
28, Dilkusha C/A (16th floor), Suit # 1602, Dhaka. 30.04.2022 47,250.00
Motijheel Branch 01.06.2019 to
2 Paramount Heights (5th floor), 65/2/1, Box Culvert 1,182 46.00 31.05.2022 54,372.00
Road, Purana Paltan, Dhaka.
3 DIT Road Branch 795 50.00 3Years 01.08.2018 to
Lal Bhaban (9th floo), 18, Rajuk Avenue, Dhaka 31.07.2021 39,750.00
02 years 01.09.2018
4 Principal Branch 600 - to 31.08.2020
6, Motijheel C/A.(4th floor), Dhaka 23,100.00
VIP Road Branch 03 years 01.08.2019
5 Shatabdi Centre (8th floor), Room # 8/G292, Inner 612 35.00 to 31.07.2022 21,420.00
Circular Road, Dhaka
61
Malibagh Branch 03 years 01.02.2018

6 Manhattan Tower (3rd floor), 83, Siddeswary Circular 1,400 27.00 to 31.01.2021 37,800.00
Road, Malibagh, Dhaka.
Bangshal Branch 01 year 01.01.2020
7 92, Shahid Syed Nazrul Islam Sharani (4th Floor), 680 25.00 to 31.12.2020 17,000.00
Bangshal, Dhaka. (Renewal is under
process)
8 B.B.Avenue Branch 1,000 44.00 03 years 01.02.2018 44,000.00
20, B.B. Avenue (3rd floor), Dhaka. to 31.01.2021
Kawran Bazar Branch 03 years 01.08.2018
9 57/E, Kazi Nazrul Islam Avenue (1st floor), Kawran 688 - to 31.07.2021 38,000.00
Bazar,Dhaka
10 Hatkhola Branch 600 38.00 03 years 01.03.2018
33/1, Hatkhola Road (1st floor), Dhaka. to 28.02.2021 22,800.00
Narayangonj Branch
03 years 01.03.2020 20,900.00
11 Gowsia Complex (1st floor), S.M.Maleh Road, 550 38.00
to 28.02.2023
Narayangonj
Jublee Road Branch 03 years 01.12.2019
12 Wazico Tower (4th floor), 263, Jublee Road, Enayet 860 25.00 to 30.11.2022 21,500.00
Bazar, Chittagng. (Renewal is under
process)
Khatungonj Branch 01.04.2019 to
13 Salma Tower (3rd floor), 398/A, Khatungonj, 900 30.00 31.03.2022 27,000.00
Chittagong.
Agrabad Branch
K.M. Tower(4th Floor), 76-77, Agrabad C/A, 3years 01.10.2017 to
14 1109 40.00 44,360.00
Chittagong 30.09.2020
Naya Paltan Branch 03 years 01.08.2018
15 Navana Rahim Ardent (2nd floor), Suite # B2, 185, 837 52.50 to 31.07.2021 43,942.00
Shahid Syed Nazrul Islam Sharani, Dhaka.
Paltan Branch 06 years 01.04.2014
16 Nurjaham Sharif Pflaza (7th floor), 34, Purana 815 30.00 to 31.03.2020 24,450.00
Paltan,Dhaka-1000
17 Dilkusha Branch 1,100 35.00 03 years 01.04.2018 38,500.00
58, Dilkusha C/A (7th floor), Dhaka. to 31.03.2021
Topkhana Road Br. 03 years 01.03.2017
18 Tropicana Tower (6th floor), 218, Shahid Syed Nazrul 660 38.00 to 28.02.2020 25,080.00
Islam Sharni (45, Topkhana Road), Dhaka.
Norsingdi Branch 03 years 01.01.2018
19 594, Jail gate (3rd floor), Room # 1/B, Velanagar 700 12.15 to 31.12.2021 9000.00
Bus stand, Nonsingdi.
20 Kakrail Branch 05 Years 01.03.208 to
Akram Tower 11th Floor 199 Shahid Syed Nazrulk Islam 1045 - 28.02.2023 50,000.00
Sharoni, Bijor Nagor Dhaka
(viii) Dates of purchase of plant and machineries along with sellers name, address, years of sale,
condition when purchased, country of origin, useful economic life at purchase and remaining
economic life, purchase price and written down value
As EIL is a service-oriented company, it has no plant and machineries and hence this information is
not applicable here.
(ix) Details of the machineries required to be bought by the issuer, cost of the machineries, name of the
suppliers, date of placement of order and the date or expected date of supply, etc.
There are no machineries required to be bought by EIL.
(x) In case the machineries are yet to be delivered, the date of quotations relied upon for the cost
estimates given shall also be mentioned;
62
There is no such machineries which is yet to be delivered to EIL.
(xi) If plant is purchased in brand new condition then it should be mentioned;
EIL has no plant and hence this information is applicable here.
(xii) Details of the second hand or reconditioned machineries bought or proposed to be bought, if any,
including the age of the machineries, balance estimated useful life, etc. as per PSI certificates of
the said machineries as submitted to the Commission;
EIL has no machineries and hence this information is not applicable here.
(xiii) A physical verification report by the issue manager(s) regarding the properties as submitted to
the Commission
PHYSICAL VERIFICATION REPORT BY THE ISSUE MANAGERS

OF
This is to certify that we have visited the Registered and Head office of Express Insurance Limited on
16 April 2018.
Visiting and accompanying Team:
Particulars Representative
Mohammad Obaydur Rahman , FCS
AAA Finance and Investment Ltd. Managing Director
Md. Khalid Hossain
Deputy General Manager
Mohammad Saleh Ahmad
IIDFC Capital Limited Chief Executive Officer
Visited by
Mr. Md. Mushfiqur Rahman
Manager
Md. Israil Hossain ACS
BLI Capital Limited Managing Director
Mr. Mohammad Mofizul Islam
SVP & Head of Operations
K. M. Saidur Rahman
Express Insurance Limited Managing Director & CEO
Accompanied by
Md. Liaquat Ali Khan
Company Secretary
We have found the Registered & Head office as details bellow:

Registered & Head Office:
Al -Razi Complex, 166-167, Shahid Sayed Nazrul Islam Sharani, Bijoynagar, Dhaka-1000
Description of Business:
insurance activities. EIL was granted Certificate of Commencement of Business on March 30, 2000
for general insurance business. The Authorized capital of the Company is Tk. 75.00 crore consisting
of 75,000,000 ordinary shares of Tk. 10 each.
63
Since its establishment in 2000 as one of the leading general insurance companies in the private
sector, the Company has within a short span of time established itself as one of the most reputed
and trustworthy insurance companies in the country. Selective underwriting and prompt settlement
of claims have contributed towards building up a very respectable image of the Company within the
business community. The Company has 20 branches throughout the country.
Description of Property:
Among others, we have identified the major properties of Express Insurance Limited are as follows:
1) Office Building:
Express Insurance Limited is utilizing 10,700 Sft floor place for its Corporate Head Office owned by
itself on 9th to 10th floor of 15th storied Al – Razi Complex, 166-167, Shahid Sayed Nazrul Islam
Sharani, Bijoynagar, Dhaka- 1000. The office is well equipped with modern class of furniture and
amenities.
2) Land:
The Company owns the proportionate amount of undivided and undemarked land with common
spaces, common rights, common facilities and parking for 10,700 sqft floor space at Al – Razi
Complex, 166-167, Shahid Sayed Nazrul Islam Sharani, Bijoynagar, Dhaka-1000.
3) Vehicle:
The company owns a number of vehicles for its employees. A list of vehicles provided as follows:
Vehicle Number & Name Model Purchase Value
DM GHA-13-3357 RAV-4 2004 2,900,000

DM GHA-13-2509 HONDA-CRV 2003 2,350,000
DM GHA-11-9946 TOYOTA-RUSH 2007 1,700,000
MD GA-33-9285 TOYOTA-ALLION 2010 3,250,000
MD GA-35-0868 TOYOTA-ALLION 2010 2,620,000
MD GA-35-5091 TOYOTA-AXIO G 2008 1,750,000
DM GA-29-3218 TOYOTA-X-COROLLA 2004 1,100,000
DM GA-19-5519 TOYOTA-PROBOX 2002 500,000
DM GA-32-3076 TOYOTA-ALLION 2012 2,315,000
DM GA-32-6374 TOYOTA-AXIO G 2013 1,900,000
Other assets:
Besides, these assets we have also found other assets like furniture and fixture, electrical installation
and equipment’s, computers, generators, office equipment, fire equipment, air conditions, air
coolers and other assets as mentioned in the fixed assets schedule of the audited financial
statements for the year ended December 31, 2018.
Around 50 officers and staffs were present during our visit in the registered & head office of the Company.
Signboard:
The signboard of the company is well displayed at the registered office and the branch offices and
no other signboard of any other office was seen with in the said office areas.
We also visited the branches of Express Insurance Limited which are well equipped with manpower
and other logistic supports.
Sd/- Sd/- Sd/-

Mohammad Obaydur Rahman FCS Mohammad Saleh Ahmad Md. Israil Hossain ACS
Managing Director Chief Executive Officer Managing Director
AAA Finance & Investment Limited IIDFC Capital Limited BLI Capital Limited
64
(xiv) If the issuer is entitled to any intellectual property right or intangible asset, full description of the
property, whether the same are legally held by the issuer and whether all formalities in this
regard have been complied with
The Company has no intellectual property right or intangible asset.
(xv) Full description of other properties of the issuer.
There is no other property except the schedule of properties as mentioned in the fixed asset schedule.
(e) (f) Plan of operation and discussion of financial conditions
(i) If the issuer has not started its commercial operation, the company’s plan of operations for the period
which would be required to start commercial operation which shall, among others, include:-
EIL is in operation.
(ii) The issuer had been incorporation, the issuer’s revenue and results from operation, financial
position and changes in financial position and cash flows for the last five years or from
commercial operation, which is shorter, shall be furnished in tabular form which shall, among
others, include the following information:
Plan of operation and discussion of financial condition

Revenues and result from operation, Statement of Financial position, changes in financial position and
statement of cash flow of the company for last five years is given as under:
Revenues and results from operation
SL.
No. Particulars 2018 2017 2016 2015 2014
Revenue (Premium
01 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
Income)
Gross Profit
02 55,233,465 41,012,024 57,482,512 67,017,499 96,474,148
(U/W Profit)
03 Net Profit before Tax 76,807,272 70,242,874 74,264,330 86,505,360 115,789,736
04 Net Profit after Tax 43,841,610 46,766,229 49,264,330 56,505,360 85,789,736
05 Earnings per share-Basic 1.12 1.20 1.26 1.44 2.64
Statement of financial position

01 Total Assets 1,107,884,003 1,087,247,342 1,086,965,242 1,032,439,653 974,862,558
02 Total Liabilities 375,638,418 344,235,143 344,854,716 338,515,859 337,444,124
03 Shareholder's Equity 732,245,585 743,012,199 742,110,526 693,923,794 637,418,434

NAV per share with
04 18.72 18.99 18.97 17.74 19.55
revaluation reserve
NAV per share without
05 16.65 16.51 16.44 15.15 16.39
revaluation reserve
Changes in financial position
01 Share Capital 391,184,640 391,184,640 391,184,640 391,184,640 325,987,200
65
02 Share Premium - - - -
03 Revaluation Reserve 80,975,293 97,209,235 99,193,097 101,217,446 103,283,108
04 Retained Earnings 87,491,412 86,024,083 88,138,548 47,927,467 69,553,885
Statement of Cash flow
01 Net Cash flow from
operating activities 30,478,690 64,683,822 56,752,028 6,609,341 96,779,597

investing activities 4,334,557 524,904 (10,480,823) (7,327,360) (8,511,402)

financing activities (39,118,466) (45,864,556) (1,077,598) (65,197,440)
-
66
a) Internal and External Source of Cash
For the year ended 31st December 2018, 2017, 2016, 2015, 2014 respectively
Internal and External Source of cash
AS per Audited Accounts
Particulars As of Dec 31, 2018 As of Dec 31, 2017 As of Dec 31, 2016 As of Dec 31, 2015 As of Dec 31, 2014
(Amount in BDT) (Amount in BDT) (Amount in BDT) (Amount in BDT)
Internal Source of Cash:
Share Capital 391,184,640 391,184,640 391,184,640 391,184,640 325,987,200
Share Premium - - - - -
Retained Earnings 87,491,412 86,024,083 88,138,548 47,927,467 69,553,885
Sub-Total 478,676,052 477,208,723 479,323,188 439,112,107 395,541,085
External Source of cash:

Term Loan - - - - -
Lease Liability - - - - -
Short term
- - - - -
Borrowings
Sub-Total - - - - -
GRAND TOTAL 478,676,052 477,208,723 479,323,188 439,112,107 395,541,085
67
b) Any material commitments for capital expenditure and expected sources of funds for such expenditure;
The Company has not yet made any material commitment for capital expenditure except for those that are mentioned under the head “Use of Proceeds‟
from IPO fund.
c) Causes for any material changes from period to period in revenues, cost of goods sold, other operating expenses and net income;
Change Change (%) Change Change

Particulars 31.12.2018 31.12.2017 31.12.2016 31.12.2015 31.12.2014
(%) (%) (%)
Premium(Revenue) 408,889,052 2.05% 400,656,661 3.99% 385,273,598 -3.75% 400,291,000 -4.77% 420,337,026
Operating Expense 238,295,688 -3.30% 246,423,607 3.31% 238,534,607 -1.95% 243,284,052 7.37% 226,587,859
Net Income 76,807,272 9.35% 70,242,874 -5.42% 74,264,330 -14.15% 86,505,360 -25.29% 115,789,736
The company’s revenue and other income as well as operating expenses and net income have continued to change or increase due to business
promotion efforts of the Directors and Management staffs.
d) Any seasonal aspects of the issuer’s business
There is no seasonal aspect in insurance business in the country except some pressure in the post-budget import finance insurance.
68
e) Any known trends, events or uncertainties that may have material effect on the issuer’s
future business
There are not any known trends, events or uncertainties that may affect company’s business.
However, the business may have following uncertainties- natural disaster, and political unrest,
increased competition etc.
f) Any assets of the company used to pay off any liabilities
No asset of the Company has been disposed to pay off any liability.
g) Any loan taken from or given to any related party or connected person of the issuer with
details of the same
No loan taken from or given to any related party or connected person of the issuer
h) Any future contractual liabilities the issuer may enter into within next one year, and the
impact, if any, on the financial fundamentals of the issuer;
The Company has no plan to enter into any contract creating future liabilities for the Company
except for those that are created in the normal course of business activities.
i) The estimated amount, where applicable, of future capital expenditure;

The Company has no plan for capital expenditure in near future.
j) Any VAT, income tax, customs duty or other tax liability which is yet to be paid, including
any contingent liabilities stating why the same was not paid prior to the issuance of the
prospectus. Updated income tax status for the last 5 years or from commercial operation,
which is shorter;
VAT: EIL has Business Identification Number (BIN) 000251279 under area code no. Dhaka
(South). The company has no any outstanding VAT as on 31 Dec 2018.
Duty or other tax liabilities: Customs duty is not applicable for this type of business.
Income Tax: The TIN number of the Company is 2141 2498 1218 (old TIN 211-201-
2523/LTU/Dhaka). Year wise income tax status of the Company is depicted below as per the
audited accounts of December 31, 2018:
Tax Paid as Extra Tax demand as per Assessment Order
Assessment Income
per Return Tax Interest Total Current Status
Year Year
(Tk.) (Tk.) (Tk.) (Tk.)
Income tax return has not been
2019-2020 2018 - - - -
submitted
Income tax return has been submitted
2018-2019 2017 - - - but assessment not yet completed by
16,812,741
income tax authority
26,077,097
30,389,778
40,710,637
The Company has appealed on
21.03.2018 against the order of Taxes
2014-2015 2013 39,515,056 36,208,603 4,510,416 40,719,019 Commissioner (Appeal), which is pending
in the office of The Taxes Appellate
Tribunal
The Company has appealed against on
28.04.2016 the order of Taxes
2013-2014 2012 38,658,500 34,199,102 6,036,586 40,235,688 Commissioner (Appeal), which is pending
in the office of The Taxes Appellate
Tribunal
The Company has appealed on
17.08.2016 against the order of Taxes
2012-2013 2011 28,593,427 13,558,723 602,137 14,160,860
Appellate Tribunal, which is pending in
the Hon’ble High Court.
69
k) Any financial commitment, including lease commitment, the company had entered into during
the past five years or from commercial operation, which is shorter, giving details as to how the
liquidation was or is to be effected;
The Company does not or did not have entered into any financial commitment including lease
commitment during last 5 years except following:
Amount of Outstanding
Name of Type of loan Amount Rate of Sanction
installment Balance on
the Lessor (Description of Car) of loan interest Date
(Monthly) 31.12.2018
1. Dhaka Metro-Gha-13-2509,
Honda CRV
IDLC
2. Dhaka Metro-Gha-13-2510, Settled on
Finance 72,00,000 20% 25.07.2009 1,71,920
Honda CRV 25.07.2014
Limited
3. DhakaMetro-Gha-13-2515,
Honda CRV
However, the company has several operating lease agreements for its following 20 branch offices:
Monthly
Sl. Area Rent per
Name of the Office/Branch and Address Period of Lease Amount
No. (sft.) sft.(Tk.)
(Tk.)
Local Office 01.05.2019 to
1 1,350 35.00
28, Dilkusha C/A (16th floor), Suit # 1602, Dhaka 30.04.2022 47,250.00
Motijheel Branch 01.06.2019 to

2 Paramount Heights (5th floor), 65/2/1, Box Culvert 1,182 46.00 31.05.2022
54,372.00
Road, Purana Paltan, Dhaka
DIT Road Branch 3 Years 01.08.2018 to

3 795 50.00
Lal Bhaban (9th floor), 18, Rajuk Avenue, Dhaka 31.07.2021 39,750.00
02 years 01.09.2018
Principal Branch to 31.08.2020
4 600 -
6, Motijheel C/A. (4th floor), Dhaka 23,100.00
VIP Road Branch

03 years 01.08.2019
5 Shatabdi Centre (8th floor), Room # 8/G292, Inner 612 35.00
to 31.07.2022 21,420.00
Circular Road, Dhaka
70
Malibagh Branch
03 years 01.02.2018
6 Manhattan Tower (3rd floor), 83, Siddheswary 1,400 27.00
to 31.01.2021 37,800.00
Circular Road, Malibagh, Dhaka
Bangshal Branch
01 years 01.01.2020
7 92, Shahid Syed Nazrul Islam Sharani (4th Floor), 680 25.00
to 31.12.2020 17,000.00
Bangshal, Dhaka
B.B. Avenue Branch 03 years 01.02.2018
8 1,000 44.00 44,000.00
20, B.B. Avenue (3rd floor), Dhaka to 31.01.2021
Kawran Bazar Branch
03 years 01.08.2018
9 57/E, Kazi Nazrul Islam Avenue (1st floor), Kawran 688 -
to 31.07.2021 38,000.00
Bazar,Dhaka
Hatkhola Branch 03 years 01.03.2018
10 600 38.00
33/1, Hatkhola Road (1st floor), Dhaka to 28.02.2021 22,800.00
Narayangonj Branch
03 years 01.03.2020
11 Gowsia Complex (1st floor), S.M.Maleh Road, 550 38.00
to 28.02.2023 20,900.00
Narayangonj
Jublee Road Branch
03 years 01.12.2019
12 Wazico Tower (4th floor), 263, Jublee Road, Enayet 860 25.00
to 30.11.2022 21,500.00
Bazar, Chittagng
Khatungonj Branch 01.04.2019 to
13 Salma Tower (3rd floor), 398/A, Khatungonj, 900 30.00 31.03.2022
27,000.00
Chittagong
Agrabad Branch
3 years 01.10.2017
14 K.M. Tower(4th Floor), 76-77, Agrabad C/A, 1109 40.00 44,360.00
to
Chittagong
30.09.2020
Naya Paltan Branch
03 years 01.08.2018
15 Navana Rahim Ardent (2nd floor), Suite # B2, 185, 837 52.50
to 31.07.2021 43,942.00
Shahid Syed Nazrul Islam Sharani, Dhaka
Paltan Branch
06 years 01.04.2014
16 Nurjaham Sharif Pflaza (7th floor), 34, Purana 815 30.00
to 31.03.2020 24,450.00
Paltan,Dhaka-1000
Dilkusha Branch 03 years 01.04.2018
17 1,100 35.00 38,500.00
58, Dilkusha C/A (7th floor), Dhaka to 31.03.2021
Topkhana Road Br.
03 years 01.03.2017
18 Tropicana Tower (6th floor), 218, Shahid Syed Nazrul 660 38.00
to 28.02.2020 25,080.00
Islam Sharni (45, Topkhana Road), Dhaka
NorsingdiBranch
03 years 01.01.2018
19 594, Jail gate (3rd floor), Room # 1/B, Velanagar Bus 700 12.15
to 31.12.2021 9000.00
stand, Nonsingdi
Kakrail Branch
5 Years 1.03.208 to
20 Akram Tower 11th Floor 199 Shahid Syed Nazrul Islam 1045 - 50,000.00
28.02.2023
Sharoni, Bijor Nagor Dhaka
71
l) Details of all personnel related schemes for which The Company has to make provision for
in future years
Express Insurance Limited considers its human resources as the most valuable assets of the
company and has been continuing to train, equip and groom fresh recruits for building a strong
foundation. In order to enhance and advance the professional ability and knowledge of the
employees, regular training programs are organized at different professional institutions. EIL
provides standard monthly salary package to its employee. In addition to that there is an
arrangement of following benefits for its employee:
a) Group Insurance Benefit: The Company has arrangement of a group insurance with
Metlife (Alico) for its permanent employees.
b) Provident Fund& Gratuity: The Company operates a Contributory Provident Fund for its
permanent employees, provision for which are being made monthly as rules
administered by a Board of Trustee in which eligible employees contribute @ 10% of
Basic Salary. The company also makes equal contribution to the said Provident Fund.
Gratuity Scheme for the permanent employees is considered to be introduced very
soon.
c) Bonus: In Each Eid Employees are given festival Bonus equivalent to one month’s basic
salary.
d) Maternity Leave: Female employees are eligible for maternity leave as per Govt. Rules.
e) Annual Best Officer Prize: For encouraging the employees to be good and efficient
officers the company gives Annual Best Officer’s Prize.
f) Cash Incentives to the Successful Marketing Officers: EIL holds Annual Business
Conference where company provides cash incentives to the successful Marketing
Officers in the conference.
72
g) Workers’ Profit Participation & Welfare Fund:

The company has Introduced Workers’ Profit Participation & Welfare Fund from 29th
May, 2017 under Bangladesh Labor Law, Workers’ Profit Participation and Welfare
Fund Act (Amendment) 2013 and provided 5% of its net profit before tax to this fund.
m) Break down of all expenses related to the public issue

Particulars Basis of Calculation Amount in BDT
A. Bangladesh Securities & Exchange Commission (BSEC) fees:
Application Fee Fixed 50,000
Consent Fee @0.40% on the IPO amount 1,043,160
B. Fees related to listing with the stock exchanges:
Prospectus Submission fees to DSE & CSE Tk. 50,000 each 100,000
@ 0.25% up to Tk. 10 crore paid-up
500,000
capital
@0.15% on the rest of paid-up
Listing fee to DSE & CSE
capital (Fees will be minimum Tk.
1,655,924
50,000 and maximum Tk. 10,000,000
for each exchanges)
0.05% on Tk. 100 Crore and 0.02%
on the rest of paid-up capital (Total
Annual Fee for DSE & CSE listing fee shall be minimum Tk. 325,988
50,000 and maximum Tk. 600,000
for each of the exchanges)
C. CDBL fees and expenses:
Security Fee Fixed 500,000
Documentation Fee Fixed 2,500
@Tk. 00015 of issue size + Tk.
Initial public offering fee 97,797
0.00015 of Pre-IPO
Annual Fee Fixed 100,000
Connection Fee (1 year) Tk. 500 Per Month 6,000
D. Manager to the Issue fees & Underwriting Commission
Manager to the Issue fee including VAT Lump-Sum 1,500,000
Commission @0.50% on
Underwriting Commission 456,383
underwritten amount
E. Expenses related to printing & Post IPO
Publication of Prospectus (Estimated; to be paid at actual) 1,000,000
Publication of Abridged Version of prospectus and notice
(Estimated; to be paid at actual) 850,000
in 4 National dailies
Notice for prospectus, Lottery, Refund etc. in 4 National
(Estimated; to be paid at actual) 300,000
dailies
Lottery Conduction Expenses including BUET Fee (Estimated; to be paid at actual) 800,000
Data Processing and Share Software Charge (Estimated; to be paid at actual) 5,000,000
Courier Expense (Estimated; to be paid at actual) 200,000
Stationeries Expenses and Other Expenses (Estimated; to be paid at actual) 512,248
Total 15,000,000
N.B. The above cost is estimated. Actual costs will vary if above mentioned estimates differ and will be adjusted
accordingly
n) If the issuer has revalued any of its assets, the name, qualification and experiences of the
valuer and the reason for the revaluation, showing the value of the assets prior to the
revaluation separately for each asset revalued in a manner which shall facilitate comparison
73
between the historical value and the amount after revaluation and giving a summary of the
valuation report along with basis of pricing and certificates required under the revaluation
guideline of the Commission.
The Company made revaluation of its Land and Building as on 29.06.2011 by independent firm
i.e. M/S. Aziz Halim Khair Chowdhury & Co, Chartered Accountants to arrive at a fair market
value for the purpose of accounting with effect from 30.06.2011. The summary of the
revaluation report is as under:
Summary of the Valuation Report:
Particulars Description Salient Features Asset value Asset value Revaluation

before after Surplus
Revaluation revaluation
Head Office, Al- Razi Complex,
Area of Flate:
166-167, Shahid Sayed Nazrul Tk.149,800,000
Land & Building 10,700 sft (9th Tk.40,063,508 Tk.109,736,492
Islam Sharani, Bijoy Nagar,
and 10thfloor)
Dhaka-1000
Particulars of the valuer are as follows:
Particular Description
Name of valuer Aziz Halim Khair Choudhury
Company
Qualification Chartered Accountants
Position in the
Name Qualification
Team
Engr. Md. Toufikul Islam Engineer IEB No. 18024 Team Leader
Archt. Rummana Jannat Architect IEB No. CJ-018 Team Member
Members in the
Mr. Mohammed Tohidul
valuation team CA Inter(P-1) Team Member
Islam
CA Inter (Knowledge
Mr. Faruq Ibn Hossain Team Member
Level)
Mr. Md. Nuruzzaman MBA (Marketing Expert) Team Member
RAK Tiles Limited, United Fish Feed Mill Limited, Karnapuli Paper Mill
Major Works done
Limited, Bangladesh Gas Field Limited, etc.
The price of land and building has been substantially changed since its
acquisition and revaluation was done due to inflationary trend and change of
Reasons for valuation value of other materials. In these circumstances, the management has decided
to revalue its land & building to ascertain the fair market value of
the assets.
74
AUDITOR’S CERTIFICATE REGARDING VALUATION OF FIXED ASSET
We certify that revaluation of Head Office floor space of Express Insurance Limited as at June 29, 2011
carried out by independent valuer M/S. Aziz Halim Khair Choudhury & Co, Chartered Accountants have
been made and report has been prepared in accordance with Bangladesh Accounting Standards (BAS) and
Bangladesh Financial Reporting Standards (BFRS) and other applicable laws, rules, regulations and
guidelines. We also certify that proper accounting treatments, including provisions, tax and other liabilities
have been made; revaluation reserve has been created in the financial statements to consider the
valuation as per applicable rules and standards.
The summary of valuation report was as follows:
Amount in Taka
Particulars Revalued Revaluation
Cost Value
Amount Surplus
Name of the Building : Al-Razi Complex
Location of the space : 9th& 10th Floor
Size of Commercial Space: 10700 sft.

40,063,508 149,800,000 109,736,492
Proportion area of Land purchased : 1.69 decimal
Date of Valuation : June 29,2011
Total 40,063,508 149,800,000 109,736,492
Sd/-
Dated: Dhaka AHMED ZAKER & CO.
30th June 2019 Chartered Accountants
o) Where the issuer is a holding/subsidiary company, full disclosure about the transactions,
including its nature and amount, between the issuer and its subsidiary/holding company,
including transactions which had taken place within the last five years of the issuance of the
prospectus or since the date of incorporation of the issuer, whichever is later, clearly
indicating whether the issuer is a debtor or a creditor
EIL has no subsidiary nor it is operated under a holding company nor does it have any associate
company. Hence, there is no such type of transaction that has taken place.
p) Financial Information of Group Companies under common ownership by more than 50%:
following information for the last three years based on the audited financial statements, in
respect of all the group companies of the issuer, wherever applicable, along with significant
notes of auditors:
The Company is not a concern of any Group of Companies.

75
q) Where the issuer is a banking company, insurance company, non-banking financial institution
or any other company which is regulated and licensed by another primary regulator, a
declaration by the board of directors shall be included in the prospectus stating that all
requirements of the relevant laws and regulatory requirements of its primary regulator have
been adhered to by the issuer
Declaration for Insurance Company
We hereby declare that all requirements of the Insurance Act, 2010 as amended and all
regulatory requirements by IDRA (Insurance Development and Regulatory Authority) have been
adhered by the Express Insurance Limited.
Sd/-
Sd/- Sd/-
(Syed Al Farooque)
Director
Chairman Director
Sd/-
Sd/- Sd/-
(Farida Razzaq)
Director
Director Director
Sd/-
Sd/- Sd/-
(Latiful Bari)
Director
Director Director
Sd/- Sd/- Sd/-
Sd/-
Sd/-
(Siddique Hossain
Choudhury)
Executive Officer
76
r) A report from the auditors regarding any allotment of shares to any person for any
consideration otherwise than cash along with relationship of that person with the issuer and
rationale of issue price of the shares;
AUDITOR’S CERTIFICATE REGARDING ANY ALLOTMENT OF SHARES TO PROMOTERS OR
SPONSOR SHAREHOLDERS FOR ANY CONSIDERATION OTHER THAN IN CASH
This is to certify that the Capital structure of “Express Insurance Limited”, has not allotted any
shares for consideration other than in cash to any person up to 31 December 2018 are as
follows:
SL. Date of Total

No. of share Face Value Consideration
No. Allotment (Amount in TK.)
01 22.09.2008 300,000 10 3,000,000 Bonus Share

02 29.09.2009 756,000 10 7,560,000 Bonus Share
03 03.07.2010 1,764,000 10 17,640,000 Bonus Share
04 27.06.2011 2,205,000 10 22,050,000 Bonus Share
05 25.06.2012 4,851,000 10 48,510,000 Bonus Share
06 13.04.2013 3,492,720 10 34,927,200 Bonus Share
07 10.08.2015 6,519,744 10 65,197,440 Bonus Share
Total 19,888,464 198,884,640
Sd/-
Dated: Dhaka AHMED ZAKER & CO.
30th June 2019 Chartered Accountants
s) Any material information, which is likely to have an impact on the offering or change the terms
and conditions under which the offer has been made to the public
There is no material information, which is likely to have an impact on the offering or change the
terms and conditions under which the offer has been made to the public.
t) Business strategies and future plans - projected financial statements shall be required only for
companies not started commercial operation yet and authenticated by Chairman, two
Directors, Managing Director, CFO, and Company Secretary;
Business strategies & future plan of EIL are as follows:
✓ Emphasizing on creating a quality administrative, organizational and operational
platform to practice good insurance business;
✓ Everyone has a good idea of the decisions and actions for which he or she is
responsible;
✓ Important information about the competitive environment gets to headquarters
quickly;
compliances;
✓ Striving for making clients(policy holders)permanent;
✓ Setting up of work program for sustainable development of the Company;
✓ To be trusted insurer in insurance business;
✓ To acquire large market share in insurance business;
Projected financial statement is not required for EIL.
77
u) Discussion on the results of operations shall inter-alia contain the following:
1) A summary of the past financial results after adjustments as given in the auditor’s report
containing significant items of income and expenditure;
There is no significant adjustment given by the auditor during the last financial years. Summary of
the financial results and operation is presented below:
(Amount in BDT)
Sl.
Particulars 31.12.2018 31.12.2017 31.12.2016 31.12.2015 31.12.2014
No.
1 Current Assets 951,434,600 925,179,488 923,541,760 864,701,916 800,718,803
2 Current Liabilities 277,519,653 242,646,420 246,515,884 231,753,590 225,996,711
3 Non- Current Assets 156,449,403 162,067,854 163,423,482 167,737,737 174,143,755
4 Non – Current Liabilities - - - - -
5 Revenue 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
Gross Profit (Underwriting 55,233,465 41,012,024 96,474,148
6 57,482,512 67,017,499
Profit)
7 Net Profit Before Tax 76,807,272 70,242,874 74,264,330 86,505,360 115,789,736
8 Net Profit after Tax 43,841,610 46,766,229 49,264,330 56,505,360 85,789,736
9 NAV per share 18.72 18.99 18.97 17.74 19.55
10 Earnings per Share 1.12 1.20 1.26 1.44 2.64
2) A summary of major items of income and expenditure;
Major items of income:
Particulars 31.12.2018 31.12.2017 31.12.2016 31.12.2015 31.12.2014

Premium(Revenue) 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
Underwriting Profit 55,233,465 41,012,024 57,482,512 67,017,499 96,474,148

Other Income 43,773,821 45,692,526 34,843,908 41,701,275 45,893,907
Major items of Expenditure:
Particulars 31.12.2018 31.12.2017 31.12.2016 31.12.2015 31.12.2014

Operating Expense 238,295,688 246,423,607 238,534,607 243,284,052 226,587,859
General & Administrative Expenses 17,244,733 16,461,676 20,378,528 20,883,076 26,578,319
Financial Expenses(Interest on
- - - - 307,052
Lease )
78
3) The income and sales on account of major products or services;
The income and sales on account of major products or services are as follows:
Sl.
Description 31.12.2018 31.12.2017 31.12.2016 31.12.2015 31.12.2014
No.
1. Fire Insurance Revenue 128,743,409 134,301,625 109,387,376 111,505,344 137,879,285
Marine (Cargo) Insurance
2. 106,596,424 141,437,768 175,697,079 187,049,661 202,992,537
Revenue
3. Motor Insurance Revenue 120,933,246 90,522,930 71,554,238 73,503,816 53,890,447
N.B. As described in note no. 24.01 in the audited accounts of December 31, 2018 total amount of premium
collected Tk 408,889,052.
4) In case, other income constitutes more than 10% of the total income, the breakup of the
same along with the nature of the income, i.e., recurring or non-recurring;
EIL earns no other income in their normal course of business which constitutes more than 10%
of the total income, i.e., recurring or non-recurring.
5) If a material, part of the income is dependent upon a single customer or a few major
customers, disclosure of this fact along with relevant data. Similarly, if any foreign customer
constitutes a significant portion of the issuer’s business, disclosure of the fact along with its
impact on the business considering exchange rate fluctuations;
Material part of the income of EIL is not dependent upon a single customer or a few major
customers.
6) In case the issuer has followed any unorthodox procedure for recording sales and revenues,
its impact shall be analyzed and disclosed
The issuer has not followed any unorthodox procedure for recording sales and revenues.
79
v) Comparison of recent financial year with the previous financial years on the major heads of the profit and loss statement, including an analysis of
reasons for the changes in significant items of income and expenditure, inter-alia, containing the following:
Amount in BDT
% % % %
Particulars 31.12.2018 31.12.2017 31.12.2016 31.12.2015 31.12.2014
Change Change Change Change
Premium(Revenue) 408,889,052 2.05% 400,656,661 3.99% 385,273,598 -3.75% 400,291,000 -4.77% 420,337,026
Underwriting Profit 55,233,465 34.68% 41,012,024 -28.65% 57,482,512 -14.23% 67,017,499 -30.53% 96,474,148
Other Income 43,773,821 -4.2% 45,692,526 31.13% 34,843,908 -16.44% 41,701,275 -9.14% 45,893,907
General &
Administrative 17,244,733 4.76% 16,461,676 -19.22% 20,378,528 -2.42% 20,883,076 -21.43% 26,578,319
Expenses
Financial
Expenses(Interest on - - - 307,052
- - - - -
Lease rental)
Profit before Tax 76,807,272 9.35% 70,242,874 -5.42% 74,264,330 -14.15% 86,505,360 -25.29% 115,789,736
Net Profit After Tax 43,841,610 -6.25% 46,766,229 -5.07% 49,264,330 12.81% 56,505,360 -34.14% 85,789,736
80
Causes for Changes in revenues: As it can be observed from the above table, Premium income
has increased due to better management of business and other operations during the year. Also,
the company could employ efficient marketing strategy to increase its premium income.
Causes for Changes in Underwriting Profit: Underwriting Profit is showing a decreasing trend
due to arrival of seven new general insurance companies in the market and macro-economic
scenario of Bangladesh.
Causes for Changes in operating expenses: The operating expense of the company increased in
2017 than previous years because of increase of salary & other allowances and other
administrative expenses in line with the increase of sales.
Causes for Changes in net income: Although the insurance premium of the company has
increased but the marketing and others expenditures have increased in order to cope up with
the market. The market developing expenses of the company have increased as well. Moreover,
there is a significant impact of the inflation on the expenses can be observed as well. However,
the management has taken all steps to increase its premium income this year. New marketing
peoples have been recruited and new motivation package has also been declared for increase of
premium income.
81
1) Unusual or infrequent events or transactions including unusual trends on account of business

activity, unusual items of income, change of accounting policies and discretionary reduction of
expenses etc.
In EIL there is no unusual or infrequent event or transaction including unusual trends on account of
business activity, unusual items of income, change of accounting policies and discretionary reduction
of expenses etc.
2) Significant economic changes that materially affect or are likely to affect income from
continuing operations;
There are no significant economic changes that materially affect or are likely to affect income from
continuing operations.
3) Known trends or uncertainties that have had or are expected to have a material adverse impact
on sales, revenue or income from continuing operations;
At present there are no known trends, events and/or uncertainties that shall have a material impact
on the company’s future business except for those which are naturally beyond control of human
being.
There are no known trends in customer preferences that may affect company’s operations.
However, political unrest, hartal, and power crisis are the known events that may affect the
company’s business.
4) Future changes in relationship between costs and revenues, in case of events such as future
increase in labor or material costs or prices that will cause a material change are known;
We are aware of the fact that future is always uncertain that affect business and plan as well. Hence,
any change in cost will be reflected in sales price.
5) The extent to which material increases in net sales or revenue are due to increased sales
volume, introduction of new products or services or increased sales prices;
The Premium income (Sales/turnover) of EIL has not been substantially increased, new
product/service has not been lunched and sales price has not been increased
6) Total turnover of each major industry segment in which the issuer operated;
As per Insurance Year Book 2015 General Insurance industry turnover of Bangladesh including
Shadharan Bima Corporation (SBC) is BDT 26,380.95 million for the year 2015.
Source: Bangladesh Insurance Association (BIA)
7) Status of any publicly announced new products or business segment;
The Company did not announce new products or business segment.
8) The extent to which the business is seasonal; The business is not a seasonal business.
82
w) Defaults or rescheduling of borrowings with financial institutions/banks, conversion of loans into equity along
with reasons thereof, lock out, strikes and reasons for the same etc.
The company neither rescheduling its borrowings with financial institutions/banks nor converted any loan into
equity. Moreover, the company never experienced with any lock-out and strike, from its inception.
X) Details regarding the changes in the activities of the issuer during the last five years which may had a material effect
on the profits/loss, including discontinuance of lines of business, loss of agencies or markets and similar factors;
There were no changes in the activities of the Company during the last five years by which material effect on the
profits/loss, including discontinuance of lines of business, loss of agencies or markets and similar factors.
y) Injunction or restraining order, if any, with possible implications;
There was no injunction or restraining order.
z) Technology, market, managerial competence and capacity built-up; EIL will keep pace
with the above factors where and when requires.
aa) Changes in accounting policies in the last three years;
In the last three years, the management of the Company has not change any accounting policies
bb) Significant Developments subsequent to the last financial year:
DECLARATION REGARDING SIGNIFICANT DEVELOPMENTS SUBSEQUENT TO THE LAST FINANCIAL YEAR
(DECEMBER 31, 2018)
This is to declare that, there have been no circumstances arisen since the date of the last financial statements (December
31, 2017) as disclosed in the prospectus and which materially and adversely affect or is likely to affect the trading or
profitability of the issuer, or the value of its assets, or its ability to pay its liabilities within the next twelve months.
Sd/-
Sd/- Sd/-
(Syed Al Farooque)
Director
Chairman Director
Sd/-
Sd/- Sd/-
(Farida Razzaq)
Director
Director Director
Sd/-
Sd/- Sd/-
(Latiful Bari)
Director
Director Director
Sd/- Sd/- Sd/-
Sd/-
Sd/-
(Siddique Hossain
Choudhury)
Executive Officer
cc) If any quarter of the financial year of the issuer ends after the period ended in the audited financial statements
as disclosed in the prospectus/information memorandum, unaudited financial statements for each of the said
quarters duly authenticated by the CEO and CFO of the issuer;
83
84
85
86
87
88
dd) Factors that may affect the results of operations

There is no such factor that may affect the results of operations.
SECTION VII: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULT OF OPERATIONS
(a) Overview of business and strategies:
Overview of business:
insurance activities. EIL was granted Certificate of Commencement of Business on March 30,
2000 for general insurance business. The Authorized capital of the Company is Tk. 75.00 crore
consisting of 75,000,000 ordinary shares of Tk. 10 each.
Since its establishment in 2000 as one of the prominent general insurance companies in the
private sector, the Company has within a short span of time established itself as one of the most
reputed and trustworthy insurance companies in the country. Selective underwriting and
prompt settlement of claims have contributed towards building up a very respectable image of
the Company within the business community. The Company has 20 branches throughout the
country.
Strategies:
Business strategies of EIL are as follows:
✓ Emphasizing on creating a quality administrative, organizational and operational
platform to practice good insurance business;
✓ Everyone has a good idea of the decisions and actions for which he or she is
responsible;
✓ Important information about the competitive environment gets to headquarters
quickly;
compliances;
✓ Striving for making clients(policy holders) permanent;
✓ Setting up of work program for sustainable development of the Company
(b) SWOTANALYSIS:
Strength Weakness
✓ Highly efficient management team; ✓ Weak company branding;
✓ Skilled and dedicated staffs; ✓ Availability of public information is
✓ Various ranges of services; not sufficient;
✓ Operates business through complying ✓ Falling behind in R &D;
regulator’s guidelines and compliances ✓ poor market share
properly ✓ Slim profit margin
Opportunity Threats
✓ Grab the market with new innovation; ✓ Highly competitive market;
✓ Expansion and development of the ✓ Threats of new entrants;
market ✓ Growing competitive pressure;
✓ Diversification of services; ✓ Changing of stake holders needs and
✓ Utilizing IT-driven practices; demand of services
✓ Adoption of reforming measures by the ✓ Lack of public confidence on this
regulator for the development and sector
maintaining regularity in the market
89
(c) Analysis of the financial statements of last five years with reason(s) of fluctuating revenue/sales,
other income, total income, cost of material, finance cost, depreciation and amortization expense, other
expense; changes of inventories, net profit before & after tax, EPS etc.
Particulars 31.12.2018 % 31.12.201 % 31.12.2016 % 31.12.2015 % 31.12.2014

Change 7 Change Change Change
Premium(Revenue) 408,889,052 3.55% 400,656,66 3.99% 385,273,598 -3.75% 400,291,000 -4.77% 420,337,026
1
Underwriting Profit 55,233,465 34.68% 41,012,024 - 57,482,512 -14.23% 67,017,499 -30.53% 96,474,148
28.65%
Other Income 43,773,821 -4.2% 45,692,526 31.13% 34,843,908 -16.44% 41,701,275 -9.14% 45,893,907
7
General & 17,244,733 -
Administrativ 4.76% 16,461,676 19.22% 20,378,528 -2.42% 20,883,076 -21.43% 26,578,319
e Expenses
Financial Expenses
(Interest on Lease - - - - - - - - 307,052
rental)
Depreciation 7,968,481 1.30% 7,866,030 0.77% 7,805,612 -3.66% 8,102,078 -9.62% 8,964,707
Profit before Tax 76,807,272 9.35% 70,242,874 -5.42% 74,264,330 -14.15% 86,505,360 -25.29% 115,789,736
Net Profit After Tax 43,841,610 -6.25% 46,766,229 -5.07% 49,264,330 12.81% 56,505,360 -34.14% 85,789,736
EPS (Basic) 1.12 -6.67% 1.2 -4.76% 1.26 -12.50% 1.44 -45.45% 2.64
EPS (Diluted) 1.12 -6.67% 1.2 -4.76% 1.26 -12.50% 1.44 -34.25% 2.19
Causes for Changes in revenues: As it can be observed from the above table, Premium income has increased
due to better management of business and other operations during the year. Also, the company could employ
efficient marketing strategy to increase its premium income.
Causes for Changes in Underwriting Profit: Underwriting Profit is showing a decreasing trend due to arrival
of seven new general insurance companies in the market and macro-economic scenario of Bangladesh.
Causes for Changes in operating expenses: The operating expense of the company increased in 2017 than
previous years because of increase of salary & other allowances and other administrative expenses in line
with the increase of sales.
Causes for Changes in net income: Although the insurance premium of the company has increased but the
marketing and others expenditures have increased in order to cope up with the market. The market
developing expenses of the company have increased as well. Moreover, there is a significant impact of the
inflation on the expenses can be observed as well. However, the management has taken all steps to increase
its premium income this year. New marketing peoples have been recruited and new motivation package has
also been declared for increase of premium income.
(d) Known trends, demands, commitments, events or uncertainties that are likely to have an effect on the
company’s business:
There is not any known trend, event or uncertainties that may affect Company’s business. However, the
business may have following uncertainties- natural disaster, and political unrest, increased competition etc.
(e) Trends or expected fluctuations in liquidity:
There are no trends or expected fluctuations in liquidity.
(f) Off-balance sheet arrangements those have or likely to have a current or future effect on financial
condition:
There are no off-balance sheet arrangements those have or likely to have a current or future effect condition on
financial.
90
SECTION-VIII DIRECTORS AND OFFICERS

(a) Name, Father’s name, age, residential address, educational qualification, experience and
position of each of the directors of The Company any person nominated/represented to be a
director, showing the period for which, the nomination has been made and the name of the
organization which has nominated him
organization
Nomination
nominated
Age (Year)
Experience
Period of
Name of
(Years)
Sl. Name of Father’s Educational
Residential Address Position
No. Director name qualification
Mrs. Farida Razzaq Late House # 8, Road # 76,

1 66 Graduate 28 Director N/A N/A
M.A.Latif Gulshan-2, Dhaka
House # 42/A, Road # 16
2 Mrs. Halima Late (new), 27 (old), Dhanmondi
Harun Hasmatullah 49 Read up to 10 Director N/A N/A
R/A, Dhaka- 1205.
Talukder Class X
House # 38/B, Road # 12,
Mr. Syed Al Syed Badrul Baridhara Diplomatic BA (Hons.),
3 Farooque Alam 59 Zone, MA 34 Director N/A N/A
Gulshan, Dhaka-1212.
Mr. Md. Flat # 3/C, House # 47,
Mrs. Mahfuza
4 Shamsul 54 Road # 5, Dhanmondi R/A, SSC 26 Director N/A N/A
Younus
Alam Dhaka.
Alhaj Flat # 6/12,Prio
5 Mr. Md. Abdul 38 BBA 13 Chairman N/A N/A
Mohammad Prangon, 2,Poribag,
Awal
Selim Ramna,Dhaka.
House # 82, Road # 11
6 Mrs. Marium Late Mohd. 58 SSC 35 Director N/A N/A
(new), DhanmondiR/A,
Akhter Isahaq
Dhaka.
B.Com,
Mr. Khalilur Late Alhaj Diploma in
7 Rahman Momtaz Ali 81 House # 5, Road # 9, Credit 34 Director N/A N/A
Choudhury Choudhury Baridhara, Dhaka Management
from UK
B.A (From
Mr. Altaf House # 23/A, Road # Bradford
8 Mr. Latiful Bari Hossain 42 13/A, Dhanmondi R/A, University, 21 Director N/A N/A
Sarker Dhaka-1209.
USA)
BBM from
Mr. Amir Hamza Mr. 19/2, KAKRAIL, Cambridge
9 Sarker Mohammad 47 RAMNA, DHAKA Collage, 21 Director N/A N/A
Ali Sarker Australia
Late Abdur Plot-49, Road-35/A,
10 Mr. ABM Kaiser 58 SSC 13 Director N/A N/A
Rashid Gulshan-2, Dhaka
Managing
Director
11 Mr. K. M. Alhaj Ledu 47 106, South Basabo (3rd BBA, MBA, 27 &Chief N/A N/A
Saidur Rahman Meah floor) Dhaka-1214. FCS Executive
Officer
Siddique Late Flat NO-6/A,HouseNo-
12 Hossain Choudhury Basiruddin 77 25,Road No-7, M.A.L.L.B 41 Independent N/A N/A
Choudhury Dhanmondi R/A, Dhaka Director
Apartment-4M, Kamini
13 Mr. Feroz Late Hossain Ali 66 BA(Hons), MA 43 Independent N/A N/A
Diganta Complex-3,
Ahmed Howlader Director
Paribagh, Dhaka
Mr. Md. Moulovi 70 Gulshan Avenue,

14 75 42 Director N/A N/A
Shamsur Khalilur Dhaka B.Com
Rahman Rahman
91
(b) The date on which he first become director & the date on which his current term of office shall
expire
Sl. First date of

Name of Director Date of expiry of current term
No. appointment
1 Mrs. Farida Razzaq 16.07.2003 21st AGM to be held in 2021
2 Mrs. Halima Harun 30.07.2018 20th AGM to be held in 2020
3 Mr. Syed Al Farooque 30.03.2000 20th AGM to be held in 2020
4 Mrs. Mahfuza Younus 20.02.2012 20th AGM to be held in 2020
5 Mr. Md. Abdul Awal 30.03.2000 22nd AGM to be held in 2022
6 Mrs. Marium Akhter 30.03.2000 21st AGM to be held in 2021
7 Mr. Khalilur Rahman Choudhury 30.03.2000 22nd AGM to be held in 2022
8 Mr. Latiful Bari 30.03.2000 21st AGM to be held in 2021
9 Mr. Amir Hamza Sarker 30.03.2000 21st AGM to be held in 2021
10 Mr.ABM Kaiser 25.08.2017 20th AGM to be held in 2020
11 Mr. Siddique Hossain Choudhury 29.05.2017 20th AGM to be held in 2020
12 Mr. Feroz Ahmed 15.10.2017 20th AGM to be held in 2020
13 Mr. K. M. Saidur Rahman 01.03.2017 28.02.2021
14 Mr. Md. Shamsur Rahman 30.03.2000 Next AGM to be held in 2020
(c) If any director has any type of interest in other businesses, name and types of business of
such organizations. If any director is also a director of another company or owner or partner of
any other concern, the names of such organizations
Involvement
Sl. Name of the
Types of the Position in the
No. Director Name of the organization
organization organization
1 Ideal Asset Development Ltd. Private Limited Co. Chairman
2 Nandini Printing & Publications Business Enterprise Proprietor
The Millenium International English Medium Vice-Chairman
1 Mrs. Farida Razzaq 3
School School
Altimete Asset Development
4 Private Limited Co. Vice-Chairman
Ltd.
1 Chemitan Ltd. Private Limited Co. Director
2 Mrs. Halima Harun
2 Chemitan Trading House Business Enterprise Proprietor
1 Wills Fashion Ltd. Private Limited Co. Managing Director
2 Probal Garments Ltd. Private Limited Co. Managing Director
3 Wills Fashionwear (PVT.) Ltd. Private Limited Co. Managing Director
Mr. Syed Al
3 4 Wills Properties Ltd. Private Limited Co. Managing Director
Farooque
5 Triple A Ltd. Private Limited Co. Managing Director
6 Mirzapur Resort Ltd. Private Limited Co. Managing Director
7 Chalishnu Publications Ltd. Private Limited Co. Managing Director
Mrs. Mahfuza 1 Younus Plastic inds. Ltd Private Limited Co. Director
4 Younus 2 Younus Filament Inds. Ltd. Private Limited Co. Director
3 Sobhan Ice & Cold Storage Ltd. Private Limited Co. Director
4 Younus Cold Storage Ltd. Private Limited Co. Director
5 Younus Specialized Cold Ltd Private Limited Co. Director
6 Siddheswari Cold Storage Ltd. Private Limited Co. Director
7 Europa Cold Storage Ltd. Private Limited Co. Director
8 Younus Spinning Mills Ltd. Private Limited Co. Director
9 Nowapara Cold Storage Pvt. Ltd. Private Limited Co. Director
10 Garib-E-Newaz Cold Storage Pvt. Private Limited Co. Director
Ltd.
92
Combined Food & Cold Storage Private Limited Co.

11 Director
Ltd.
12 Ananta Paper Mills Ltd. Private Limited Co. Director
13 Younus Fine Paper Mills Ltd. Private Limited Co. Director
14 Younus Offset Paper Mills Ltd. Private Limited Co. Director
15 Younus Paper Mills Ltd. Private Limited Co. Director
16 Younus Newsprint Mills Ltd. Private Limited Co. Director
17 Sharif Cold Storage Ltd. Private Limited Co. Director
18 Sonali Papers & Board Mills Ltd. Public Limited Co. Chairman
Mr. Md. Abdul Awal Sponsor
1 Mercantile Bank Ltd. Public Limited Co.
5 Shareholder
2 Synthia Securities Ltd. Private Limited Co. Managing Director
Mrs. Marium Karim Leathers Ltd. Private Limited Co. Director
6
Akhter Kamtex Ltd. Private Limited Co. Director
Mr. Khalilur 1 Khalil Knitwear Ltd. Private Limited Co. Chairman & MD
Rahman Choudhury 2 Khalil Garments Ltd. Private Limited Co. Chairman & MD
3 Khalil & Khalil Investment Ltd. Private Limited Co. Chairman & MD
4 Ataiya Trading Corporation Ltd. Private Limited Co. Chairman & MD
7
5 Khalil Fashion Ltd. Private Limited Co. Managing Director
6 Al-Hera Filing Station Business Enterprise Proprietor
7 K. R. C. Rubber Bagan Business Enterprise Proprietor
8 K.R.C. CNG & Filing Station Business Enterprise Proprietor
Mr. Latiful Bari Rahmat Knit-Dyeing & Finishing
1 Private Limited Co. Chairman
Ltd.
2 Rahmat Fashion Wear Ltd. Private Limited Co. Managing Director
8
3 Rahmat Textiles Ltd. Private Limited Co. Director
4 China Plastic (BD) Ltd. Private Limited Co. Director
5 Rahmat Rotors Ltd. Private Limited Co. Director
Mr. Amir Hamza 1 Rahmat Spinning Mills Ltd. Private Limited Co. Chairman
Sarker 2 Logos Wear House Ltd. Private Limited Co. Chairman & MD
3 Rahmat Sweaters (BD) Ltd. Private Limited Co. Managing Director
4 Belkuchi Spinning Mills Ltd. Private Limited Co. Managing Director
9
5 Logos Apparels Ltd. Private Limited Co. Managing Director
Rahmat Plastics & Accessories
6 Private Limited Co. Director
Ltd.
7 Logos Printing & Design Business Enterprise Proprietor
10 ABM Kaiser Kaiser Trading Company Business Enterprise Proprietor
Mr. K. M. Saidur
11 Rahman - - - -
Mr. Siddique
12 - - - -
Hossain Choudhury
13 Mr. Feroz Ahmed - - - -
14 Mr. Md. Shamsur Bay Tanneries Limited Private Limited Co.
Rahman Bay Rubber & Plastic Industries Private Limited Co.
Chairman & Managing
Limited
Director
- Bay Agro Industries Limited Private Limited Co.
Aziz Tannery Limited Private Limited Co.
Bay Economic Zone Private Limited Co.
Director
Golden Life Insurance Ltd. Public Limited Co.
93
(d) Statement of if any of the directors of the issue are associated with the securities market
in any manner. If any director of the Issuer Company is also a director of any issuer of other
listed securities during last three years then dividend payment history and market
performance of that issuer;
The following director of EIL is associated with the securities market in the following manner:
Associated in the
Types of the Position in the
Sl.No. Name of Director of EIL following organization of
Company Company
the securities market
Sonali Paper & Board Public Limited
1 Mrs. Mahfuza Younus Chairperson
Mills Ltd. Company
Market performance of the listed securities where directors of the issue Company were involved
as director during last three year:
Name of the listed

% of dividend
Name of Company where
Sl. Market performance Status (As on 31
the current director
No. parameter Dec 2016)
Director involved as 2016 2015 2014
director
Last one year average
price from 01.04.2016 to Tk.25.00
31.03.2017
Paid up Capital Tk.13,75,12,280
Mrs.
Sonali Paper & EPS for the year ended
1 Mahfuza Tk.1.67 10.00% 10.00% 10.00%
Board Mills Ltd. 2015-2016
Younus
NAV per share for the
ended June 30,2016
Tk.361.67
Market capitalization
Tk.378.16
(Taka in million)
Source: website of Dhaka Stock Exchange Ltd.
(e) Any family relationship (father, mother, spouse, brother, sister, son, daughter, spouse’s
father, spouse’s mother, spouse’s brother, spouse’s sister) among the directors and top five
officers
There is no family relationship among the directors.
Family relationship among the directors and top five officers

There are no family relationships between the directors and top five officers.
(f) A very brief description of other businesses of the directors

The directors of the issuer have following other businesses:
Sl. Name of the

No. Director Name of the Company Nature of Business
Ideal Asset Development Ltd. Real Estate Business

1 Mrs. Farida Razzaq Nandini Printing & Publications Printing & Publication
The Millenium International School English Medium School
Altimete Asset Development Ltd. Real Estate Business
2 Mrs. Halima Harun Chemitan Ltd. Import Export Business
94
Chemitan Trading House Import Export Business

Wills Fashion Ltd. Garments Inds.
Probal Garments Ltd. Garments Inds.
Wills Fashionwear (PVT.) Ltd. Garments Inds.
Mr. Syed Al Wills Properties Ltd. Real Estate Business
3
Farooque
Triple A Ltd. Event Management
Mirzapur Resort Ltd. Resort
Chalishnu Publications Ltd. Printing & Publication
Younus Plastic inds. Ltd Plastic Inds.
Younus Filament Inds. Ltd. Plastic Inds.
Sobhan Ice & Cold Storage Ltd. Cold Storage
Younus Cold Storage Ltd. Cold Storage
Younus Specialized Cold Storage Ltd. Cold Storage
Siddheswari Cold Storage Ltd. Cold Storage
Europa Cold Storage Ltd. Cold Storage
Younus Spinning Mills Ltd. Spinning Mills
Mrs. Mahfuza Nowpara Cold Storage Pvt. Ltd. Cold Storage
4 Garib-E-Newaz Cold Storage Pvt. Ltd. Cold Storage
Younus
Combined Food & Cold Storage Ltd. Cold Storage
Ananta Paper Mills Ltd. Paper Mills
Younus Fine Paper Mills Ltd. Paper Mills
Younus Offset Paper Mills Ltd. Paper Mills
Younus Paper Mills Ltd. Paper Mills
Younus Newsprint Mills Ltd. Newsprint Mills
Sharif Cold Storage Ltd. Cold Storage
Sonali Paper & Board Mills Ltd. Paper Mills
Mercantile Bank Ltd. Banking
5 Mr. Md. Abdul Awal
Synthia Securities Ltd. Stock Brokerage House
Karim Leathers Ltd. Tannery Inds.
6 Mrs. Marium Akhter
Kamtex Ltd. Textile Inds.
Khalil Knitwear Ltd. Garments Inds.
Khalil Garments Ltd. Garments Inds.
Khalil & Khalil Investment Ltd. Civil Contraction
Mr. Khalilur Rahman Ataiya Trading Corporation Ltd. Clearing Forwarding
7 Khalil Fashion Ltd. Garments Inds.
Choudhury
Al-Hera Filing Station Gasoline & CNG Filing Station
K. R. C. Rubber Bagan Rubber plantation
K.R.C. CNG & Filing Station Gasoline & CNG Filing Station
Rahmat Knit-Dyeing & Finishing Ltd. Knit Garments Inds.
Rahmat Fashion Wear Ltd. Garments Inds.
8 Mr. Latiful Bari Rahmat Textiles Ltd. Textile Spinning
China Plastic (BD) Ltd. Plastic Inds.
Rahmat Rotors Ltd. Textile Spinning
Rahmat Spinning Mills Ltd. Textile Spinning
Logos Wear House Ltd. Wear House
Rahmat Sweaters (BD) Ltd. Garments Inds.
Mr. Amir Hamza Belkuchi Spinning Mills Ltd. Textile Spinning
9
Sarker
Logos Apparels Ltd. Garments Inds.
Rahmat Plastics & Accessories Ltd. Plastic Inds.
Logos Printing & Design Printing & Packging
10 ABM Kaiser Kaiser Trading Company Import & Export Business
11 Mr. Md. Shamsur Bay Tanneries Limited Leather,
Rahman Bay Rubber & Plastic Industries Limited Rubber & Plastic,
Bay Agro Industries Limited Agro,
Aziz Tannery Limited Leather,
Bay Economic Zone Economic Zone and
Golden Life Insurance Ltd. Insurance.
95
(g) Short bio-data of each director
Mr. Md. Abdul Awal

Mr. Md. Abdul Awal is one of the Directors and the Chairman of the Company. He is a Bachelor of Business
Administration. He started his Business career soon after completing his education. In the year 2005, he started his share
trading business house Synthia Securities Limited having a membership of Dhaka Stock Exchange. He is also a sponsor
shareholder of Mercantile Bank Limited. He is the member Secretary of ‘Abdur Razzak & Mohammed Selim Foundation’,
a foundation engaged in social welfare activities.
Mrs. Mahfuza Younus

Mrs. Mahfuza Younus is the Vice-Chairman of the Company. She has been running a big business house comprising more
than 26 industrial units viz-Sonali Paper & Board Mills Ltd., Younus Paper Mills Ltd., Younus Fine Paper Mills Ltd., Younus
Offset Paper Mills Ltd., Younus News Print Mills Ltd., Ananta Paper Mills Ltd., Universal Paper & Board Mills Ltd., Bickram
Pur Potato Flakes, Younus Spinning Mills Ltd., Sobhan Ice & Cold Storage Ltd., Younus Cold Storage Ltd., Gorib E Newas
Cold Storage Ltd., Sideshawari Cold Sorage Ltd., Noe Para Cold Storage Ltd., Sharif Cold Storage Ltd., Younus Specialized
Cold Storage Ltd., Europa Cold Storage Ltd., Akco Cold Storage Ltd., Combined Food & Cold Storage Ltd., Quality
Accessories, Younus Filament Industries Ltd. Over the time she earned lot of experience and managing industries
efficiently.
Mrs. Farida Razzak

Mrs. Farida Razzaq completed her graduation from Dhaka University. She is the proprietor of Nandini Printing &
Publications and running her business since 1990. She is Vice-Chairman of Millennium International School Dhaka,
Chairman of Ideal Asset Development Ltd. and Vice-Chairman of Ultimate Property Development Ltd.
Mrs. Halima Harun

Mrs. Halima Harun comes from a respectable Muslim family. She is a well-educated woman. She is involved in business of
different sectors of the country. She is one of the Directors of Chemiton Limited, the sole distributor of ‘Clarient
International AG’ of Switzerland in Bangladesh. She is also sponsor shareholder of EXIM Bank Limited. She takes active
part in day to day affairs of all these business houses and in this way, she has gathered experience in managing Company
affairs with efficiency.

Syed Al Farooque, obtained M.A. with B.A (Hon’s) from Dhaka University. He started business career in 1984 in RMG
Sector. He is the Managing Director of Wills Group including Wills fashion Limited, Probal Garments Limited, Wills
Properties Limited, Wills Fashionwear Limited, Triple A Limited, Mizapur Resost Limited and Chalishnu Publications
Limited. Apart from business activities he is a reputed cultural personality and well-known poet in the country. He has
more than 40 publications in his credit. He was also a member of the executive Committee of Bangladesh Insurance
Association and played a vital role in developing the Insurance Industry. He visited many countries of the world for
business purpose.
Mrs. Marium Akhter

Mrs. Marium Akhter comes of a respectable Muslim Family. Mrs. Marium Akhter is associated with Karim Leathers
Limited since 1983 as a Director of Kamtex Ltd. since 2001. Karim Leathers Limited is one of the mentionable leather
industries in the country.

Mr. Khalilur Rahman Choudhury is a commerce graduate. He also earned a diploma in Credit Management in 1962 from
Institute of Credit Management, UK. In his long business career established eight Industry/business house and managing
very successfully. He is the Chairman & Managing Director of Khalil Garments Limited, Khalil knitwear Limited, Khalil
Fashion Limited, Khalil & Khalil Investment Limited, Ataia Trading Corporation Limited. He is the Proprietor of Al- Hera
Filling Station, KRC CNG & Filling Station, KRC Filling Station and KRC Rubber Bagan. He was elected CIP for consecutive 5
time for his valuable contribution to the economy of the country. He is the founder and donor of Khalil Bidda Niketan and
Khalil Choudhury Girls Academy in his locality in Sylhet.
96
Mr. Latiful Bari

Mr. Latiful Bari is a Graduate in Business Administration from Bradford College, United States of America. He is the
Managing Director of Rahmat Fashion Wears Limited & the Chairman of Rahmat Knit Dying & Finishing Limited. He is one
of the Directors of Rahmat Textiles Limited, China Plastic (BD) Limited & Rahmat Rotors Limited. He visited many
countries of the world for business purpose.

Mr. Amir Hamza Sarker earned B.B.M degree from Cambridge College, Australia. He is the Chairman of Rahmat Spinning
Mills Limited, Chairman & Managing Director of Logos Wear House Limited. Managing Director of Rahmat sweaters (BD)
Limited, Belkuchi Spinning Mills Ltd., Logos Apparels Ltd., & Director Rahmat Plastic & Accessories Limited and the
Proprietor of Logos Printing & Design.
Mr. ABM Kaiser

Mr. ABM Kaiser comes from a respectable Muslim family. He is very sincere and hardworking person. He has long
business career and now he is operating a business house namely, Kaiser Trading Company.

Md. Shamsur Rahman he is a commerce graduate. He was a member of BCS cadre (Admin) service. He left the service
and started his business career in 1977. He is the Chairman of Bay Tanneries Unit-02 and the Chairman & Managing
Director of Bay Tanneries Limited, Bay Rubber & Plastic Industries Limited, Bay Agro Industries Limited and Aziz Tannery
Limited, Director of Golden Life Insurance Ltd. and Bay Economic Zone. Bay Tanneries Limited is a leading industry in
leather sector of the country. He is a CIP of the country. For his valuable contribution in the economy, he was elected CIP
in 1998 and still holding the dignifying status. As a part of discharging of social responsibilities, he established Shamsur
Rahman Degree College and Samantasar High School at Goshairhat, Shariatpur. He is also patron and donor of a numbers
of School, Madrasha, Mosque, Orphanage and other social organizations.
Mr. Siddique Hossain Choudhury

Mr. Siddique Hossain Choudhury is a retired Govt. Officer. During his service life, he held various responsible positions in
Taxation Department. He also held the post of the Finance Director in Bangladesh Biman.
Mr. Feroz Ahmed

Mr. Feroz Ahmed obtained BA (Hon’s) MA degree in Economics from Dhaka University. He was a member of Bangladesh
Civil Service (B.C.S) cadre. During his service life, he served in various responsible, positions including Secretary, Ministry
of Commerce, Govt. of the Peoples Republic of Bangladesh.
Mr. K M Saidur Rahman

K.M. Saidur Rahman has been serving the Company since July 2006 as its CEO & Managing Director. The Company has
been reportedly achieved remarkable growth in all rounds during his tenure of service. He is a BBA, MBA and qualified
Chartered Secretary from the Institute of Chartered Secretaries of Bangladesh and become a Fellow Member (FCS). He is
also the Faculty Member of ICSB and guest lecturer of a few training institutes of Banks.
97
(h) LOAN STATUS OF ISSUER AND ITS DIRECTORS

Neither Express Insurance Limited nor its any of the directors or shareholders holding 10% or
more share in the paid-up capital are loan defaulters.
(i) Name with position, educational qualification, age, date of joining in the company
overall experience (in year), previous employment, salary paid for the financial
year of the Chief Executive Officer, Managing Director, Chief Financial Officer,
Company Secretary, Advisers, Consultants and all Departmental Heads. If the
Chairman, any director or any shareholder received any monthly salary than this
information should also be included;
Salary
Sl. Name & position in Educational Age Date of Previous paid for
Overall experience (Years)
No. the company Qualification (Years) joining employment the year
2018
1 Mr. K. M. Saidur BBA, MBA, FCS 47 26.07.2006 Mr. K.M. Saidur Rahman 1. DMD, 49,20,000
Rahman has been serving the Meghna
Managing Director & Company since July 2006 Insurance
Chief Executive as its CEO & Managing Company
Officer Director. The Company has Limited
been reportedly achieved 2. DMD,
remarkable growth in all Norther
rounds during his tenure of n
service. He is a BBA and General
MBA. He is a qualified Company
Chartered Secretary from Limited
the Institute of Chartered
Secretaries of Bangladesh
and become a Fellow
Member (FCS). He is also
the Faculty Member of
ICSB and guest lecturer of
a few training institutes of
Banks. He has completed
1st& 2nd part of Diploma of
Insurance & Re-insurance
and took part in various
training in Insurance, Re-
insurance and
corporate Governess.
2 Mr. Md. Nakibur B.Com (Hon’s) 54 03.04.2000 Mr. Md. Nakibur Rahman 1. Trainee 9,60,000
Rahman Khan M.Com Khan started his career in Officer (U/W
AMD (Management) Insurance Industry joining & R/I),
Eastland Insurance Co. Ltd. Eastland
in September 1987. He Insurance
also served in the City Company
General Insurance Co. Limited
Limited. He has long 30 2. Manager
years experiences in &In-charge
insurance Industry & (U/W), City
capable to handle Under General
Writing Dept. efficiently. Insurance
Company
Limited
98
3 Mr. Md. Iqbal Diploma in 52 16.01.2007 Mr. Md. Iqbal Hossain 1. Sr. Officer, 9,12,000
Hossain Chowdhury Electrical Choudhury started his Eastland
Sr. General Engineering , career in Insurance Insurance
Manager MA Industry in July, 1995. Company
Before joining the Limited
Company, he served in 2. Dy.
Claim & Re-insurance Dept. Manager,
in Northern General Northern
Insurance Co. Ltd. & Sonar General
Bangla Insurance Co. Ltd. Company
He has 22 years Limited
experiences in this 3. Manager,
Industry. Sonar Bangla
Insurance
Company
Limited
4 Mr. Md. Liaquat Ali BA (Hon’s) MA 66 26.02.2012 Before joining the BDBL (Former 7,68,000
Khan (Economics) Company in February, Bangladesh
Company Secretary 2012 Mr. Md. Liaquat Ali Shilpa Bank)
& Head of HR & Khan served in a Govt.
Admin. owned Bank for 32 years.
He was secretary to the
Board for more than 6
years and also Head of
Human Resource
Management Dept.
5 Mr. Md. Obidul B.com & MBS 36 06.03.2017 Mr. Akbar worked with Islami Bank 7,80,000
Akbar in Accounting Shaha & Co. Chartered Foundation
Senior DGM & CFO CA (CC), LLB Accountants as Audit
Manager
6 Mr. Md. Al-Amin M.Com 41 14.09.2003 Mr. Md. Al-Amin Gazi Provati 6,63,600
Gazi (Accounting) obtained M.Com in Insurance Co.
Sr. AGM & In- Accounting. He joined Ltd.
charge, Audit Express Insurance Limited in
Deptt. September 2003. Before his
joining the Company Mr. Al-
Amin Gazi served in Provati
Insurance Co. Ltd. for 5
years as audit and
inspection officer. He has
been serving the Company
in various capacities;
particularly he has earned
knowledge in audit activities
and internal control system.
He has been performing in
his
department for smooth
operation of business &
accounting settlement of
the Company.
*Mr. Md. Mizanur Rahman has resigned from the Company as on 28 February 2017 and has been
released.
** Mr. Md. Obidul Akbar has joined on 06 March 2017.

99
Monthly salary of Chairman, Director and other shareholders
Sl. Salary taken last one year

Name Position in the Company
No. per month basis
NIL
(j) Changes in the key management persons during the last three years. Any change otherwise
than by way of retirement in the normal course in the senior key management personnel
particularly in charge of production, planning, finance and marketing during the last three
years prior to the date of filling the information memorandum. If the turnover of key
management personnel is high compared to the industry, reasons should be discussed
Sl. Position & department in the

Name Remarks
No. Company
Resigned on 28.02.2017 and
1 Mr. Md. Mizanur Rahman General Manager & CFO
released
(k) A Profile of the sponsors including their names, father’s name, age, personal addresses,
educational qualifications, and experiences in the business, positions/posts held in the past,
directorship held, other ventures of each sponsor and present position
Educatio Experie Positions/ Status of the sponsor in other venture

Name of
Sl. Father’s Personal nal nces in posts held Directors
Age
the
No. names addresses qualifica the in the hip held
sponsor
tions business past Name of the Company Position
Ideal Asset Development Chairman

Ltd.
House # 8, Nandini Printing & Proprietor
Mrs. Late M.A. Road # 76, Publications
1 66 28 Director Director The Millenium Vice-Chairman
Farida Latif Gulshan-2, Graduate
Razzaq Dhaka International School
Ultimate Asset Vice-Chairman
Development Ltd
House #
42/A, Road # Chemitan Ltd. Director
S.S.C
Mrs. Late 16 (new), 27
2 Halima Hasmat 49 (old), 10 Director
Director
Harun Ullah Dhanmondi
Talukder R/A, Dhaka- Chemitan Trading House Proprietor
1205.
Wills Fashion Ltd. Managing
Director
Managing
Probal Garments Ltd.
Director
Managing
House # Wills Fashionwear (PVT.) Director
38/B, Road # Ltd.
Mr. Syed Syed
12, BA (Hons.),
3 Al Badrul 58 33 Director Director Managing
Baridhara MA Wills Properties Ltd.
Farooque Alam Director
Diplomatic
Zone, Managing
Triple A Ltd.
Gulshan, Director
Dhaka-1212 Managing
Mirzapur Resort Ltd.
Director
Chalishnu Publications Managing
Ltd. Director
Mrs. Mr. Md. Flat # 3/C, Younus Plastic inds. Ltd Director
4 Mahfuza Shamsul 53 House #47, SSC 25 Director Director Younus Filament Inds. Director
Younus Alam Road #5, Ltd.
100
Dhanmondi Sobhan Ice & Cold Director

R/A, Dhaka Storage Ltd.
Younus Cold Storage Ltd. Director
Younus Specialized Cold Director
Storage Ltd.
Siddheswari Cold Storage Director
Ltd.
Europa Cold Storage Ltd. Director
Younus Spinning Mills Director
Ltd.
Nowpara Cold Storage Director
Pvt. Ltd.
Garib-E-Newaz Cold Director
Storage Pvt. Ltd.
Combined Food & Cold Director
Storage Ltd.
Ananta Paper Mills Ltd. Director
Younus Fine Paper Mills Director
Ltd.
Younus Offset Paper Mills Director
Ltd.
Younus Paper Mills Ltd. Director
Younus Newsprint Mills Director
Ltd.
Sharif Cold Storage Ltd. Director
Sonali Paper & Board Chairperson
Mills Ltd.
Flat # 6/12, Sponsor
Mercantile Bank Ltd.
Shareholder
Prio
Mr. Alhaj
Prangon, 2,
5 Md. Mohamma 37 BBA 12 Director Chairman
Poribag, Managing
Abdul d Selim Synthia Securities Ltd.
Ramna, Director
Awal
Dhaka.
House #82, Karim Leathers Ltd. Director

Mrs. Road # 11
Late Mohd. Read
6 Mariu 57 (new), 32 Director Director
Isahaq up to
m Dhanmondi Kamtex Ltd. Director
Class
Akhter R/A,Dhaka.
x
Khalil Knitwear Ltd. Chairman & MD
Khalil Garments Ltd. Chairman & MD
Khalil & Khalil Investment
Chairman & MD
Ltd.
B.Com,
Mr. House # 5, Ataiya Trading
Late Alhaj Diplom Chairman & MD
Khalilur Road # 9, Corporation Ltd.
7 Momtaz Ali 80 a in 33 Director Director
Rahman Baridhara, Managing
Choudhury Credit Khalil Fashion Ltd.
Choudhur Dhaka Director
Manage
y Al-Hera Filing Station Proprietor
me nt
K. R. C. Rubber Bagan Proprietor
from
UK K.R.C. CNG & Filing
Proprietor
Station
Rahmat Knit-Dyeing &
Chairman
House # 23/A, Finishing Ltd.
Road #13/A, B.A Rahmat Fashion Wear Managing
Mr. Altaf Ltd. Director
Mr. Dhanmondi (Bradfo
8 Hossain 41 20 Director Director
Latiful R/A, Dhaka- rd Rahmat Textiles Ltd. Director
Sarker
Bari 1209. Univers
China Plastic (BD) Ltd. Director
ity,
USA) Rahmat Rotors Ltd. Director
Mr. Amir Mr.Moham- 19/2, BBM from Rahmat Spinning Mills
Chairman
9 Hamz mad Ali 46 KAKRAIL, Cambrid 20 Director Director Ltd.
a Sarker RAMNA, ge Logos Wear House Ltd. Chairman & MD
Sarke Dhaka Collage,
r Australi
a
Rahmat Sweaters (BD) Managing
Ltd. Director
Belkuchi Spinning Mills Managing
Ltd. Director
Managing
Logos Apparels Ltd.
Director
Rahmat Plastics &
Director
Accessories Ltd.
Logos Printing & Design Proprietor
101
Plot-49,
ABM Abdur Road-35/A,
10 57 SSC 12 Director Director Kaiser Trading Company Proprietor
Kaiser Rashid Gulshan-2,
Dhaka
Bay Tanneries Limited Director
Bay Tanneries Limited
Bay Rubber & Plastic
Chairman &
Mr. Moulovi Industries Limited
70 Gulshan Managing
11 Shamsur Khalilur 75 B. Com 42 Bay Agro Industries
Avenue, Dhaka Director Director Director
Rahman Rahman Limited
Aziz Tannery Limited
Bay Economic Zone
Director
Golden Life Insurance Ltd.
(l) If the present directors are not the sponsors and control of the issuer was acquired within five
years immediately preceding the date of filling prospectus details regarding the acquisition of
control, date of acquisition, terms of acquisition, consideration paid for such acquisition etc.
All existing directors except the sponsors acquired shares within 5 years immediately preceding
the date of filling of Prospectus is given below:
Consideration
Details of Date of Terms of
Name of Director paid for such
acquisition acquisition acquisition
acquisition
8,31,480 25.05.2015 Ordinary Cash
Mrs. Sultana Jahan
1,66,296 10.08.2010 Share Bonus Share
(m) If the sponsors/directors do not have experience in the proposed line of business, the fact
explaining how the proposed activities would be carried out/managed;
All the Sponsors/Directors have adequate and relevant knowledge to carry out the business of
the Company.
n) Interest of the key management persons
Name Designation Details of interest

Managing Director &
Mr. K. M. Saidur Rahman Salary
Mr. Md. Anower Hossain Additional Managing Director Salary
Mr. Md. Lasker Deputy Managing Director Salary
Mr. Md. Ahsan Habib Asstt. Managing Director Salary
Mr. Nejam Uddin Asstt. Managing Director Salary
o) All interests and facilities enjoyed by a director, whether pecuniary or non-pecuniary

There were no such interests and facilities in the form of pecuniary and non-pecuniary enjoyed
by the Directors except following: Amount in Taka
1 Jan 2018 to 31
Name Position Interest and facilities
Dec 2018
Remuneration -
Mrs. Farida Razzaq Director Meeting attended fee 239,000
Dividend paid Yet to be paid
Remuneration -
Mrs. Halima Harun Director Meeting attended fee -
102
Remuneration -
Mr. Syed Al Farooque Director Meeting attended fee 239,000
Remuneration -
Mrs. Mahfuza Younus Director Meeting attended fee 251,000
Remuneration -
Mr. Md. Abdul Awal Chairman Meeting attended fee 239,000
Remuneration -
Mrs. Marium Akhter Director Meeting attended fee 224,000
Mr. Khalilur Rahman Choudhury Remuneration -
Director Meeting attended fee 239,000
Remuneration -
Mr. Latiful Bari Director Meeting attended fee 239,000
Remuneration -
Mr. Amir Hamza Sarker Director Meeting attended fee 219,000
Remuneration -
ABM Kaiser Director Meeting attended fee 239,000
Mr. Siddique Hossain Remuneration -
Choudhury Independent Director Meeting attended fee 151,000
Dividend paid -
Remuneration -
Mr. Feroz Ahmed Independent Director Meeting attended fee 142,000
Dividend paid -
Remuneration -
Mr. Md. Shamsur Rahman Director Meeting attended fee 119,000
Dividend paid -
p) Number of shares held and percentage of shareholding (pre issue)

No.of % of
Sl. Name of Director Position
shares shareholding
1 Mrs. Farida Razzaq Director 39,26,572 10.0376
2 Mrs. Halima Harun Director 17,40,857 4.4502
3 Mr. Syed Al Farooque Director 43,26,715 11.0605
4 Mrs. Mahfuza Younus Director 13,70,880 3.5044
5 Mr. Md. Shamsur Rahman Director 3,111,736 7.95
6 Mr. Md. Abdul Awal Chairman 36,00,630 9.2044
7 Mrs. Marium Akhter Director 27,85,748 7.1213
Mr. Khalilur Rahman Director 38,82,350 9.9245
8
Choudhury
9 Mr. Latiful Bari Director 13,70,880 3.5044
10 Mr. Amir Hamza Sarker Director 29,04,169 7.4240
11 ABM Kaiser Director 3,328,982 8.5100
Mr. Siddique Hossain Independent - -
12
Choudhury Director
Independent - -
13 Mr. Feroz Ahmed
Director
Managing Director
&
14 Mr. K. M. Saidur Rahman - -
Chief Executive
Officer
Total 32,349,519 82.70
103
q) Changes in the Board of Directors during the last three years
Present status as on
Name of the Directors Date of joining Date of retirement
31.12.2018
Mrs. Farida Razzaq 16.07.2003 Continuing Director
Mr. Syed Al Farooque 30.03.2000 Continuing Director
Mrs. Mahfuza Younus 20.02.2012 Continuing Director
Mr. Md. Abdul Awal 30.03.2000 Continuing Chairman
Mrs. Marium Akhter 20.02.2012 Continuing Director
Mr. Khalilur Rahman
30.03.2000 Continuing Director
Choudhury
Mr. Latiful Bari 20.02.2012 Continuing Director
Mr. Amir Hamza Sarker 30.03.2000 Continuing Director
Mr. ABM Kaisar 25.09.2017 Continuing Director
Mr. Siddique Hossain
29.05.2017 Continuing Independent Director
Choudhury
Mr. Feroz Ahmed 15.10.2017 Continuing Independent Director
Mrs. Halima Harun 30.07.2018 Continuing Director
Mrs. Sultana Jahan 25.05.2015 25.09.2017 Share Holder
Mr. Md. Mazakat Harun 20.08.2003 30.07.2018 Share Holder
Mr. Shamsur Rahman 30.03.2000 Continuing Director
Managing Director &
Mr. K. M. Saidur Rahman - -
r) Director’s engagement with similar business

None of the Directors is involved in similar type of business.
104
SECTION: IX CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
(a) A description of any transaction during the last five years, or any proposed transactions certified by the auditors, between the issuer and any of the following persons,
giving the name of the persons involved in the transaction, their relationship with the issuer, the nature of their interest in the transaction and the amount of such interest,
namely:-
(i) Any director or sponsor or executive officer of the issuer;
(ii) Any person holding 5% or more of the outstanding shares of the issuer;
(iii)Any related party or connected person of any of the above persons.
To whom it may concern
This is to certify that the financial statements of the Express Insurance Limited has transactions during the last five years, or any proposed transactions, between the issuer and
any of the following persons:
i) Any directors or sponsor or executive officer of the issuer
ii) Any person holding 5% or more of the outstanding shares of issuer
iii) Any related party or connected person of any of the above person
Except the transactions described in the following table:
SL. Relationship with Amount in Taka

Name of person/party Nature of transections
No the issuer 12/31/2018 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14
Meetings attendance fee

239,000 160,000 215,000 205,000 175,000
01 Mr. Md. Abdul Awal Chairman Yet to be
Dividend
declared 3,600,630 3,600,630 4,320,756 6,001,050
Fund received against share issue

293,000 225,000 165,000 155,000 205,000
02 Mrs. Farida Razzak Director Yet to be
Dividend
declared 3,926,572 3,926,572 4,711,886 6,544,290
Fund received against share issue - - - - -

239,000 155,000 160,000 160,000 180,000
03 Mr. Syed Al Farooque Director
Yet to be
Dividend
declared 4,326,715 4,326,715 5,192,058 7,211,190
105

251,000 165,000 145,000 140,000 150,000
04 Mrs. Mahfuza Younus Director Yet to be
Dividend
declared 1,370,880 1,370,880 1,645,056 2,284,800
Meetings attendance fee - -

114,000 - -
05 Mrs. Halima Harun Director Yet to be
Dividend
declared 1,740,857 1,740,857 2,089,028 2,901,430
Meetings attendance fee -

239,000 50,000 - 80,000
06 Mr. ABM. Kaiser Director Yet to be
Dividend
declared 3,328,982 3,328,982 3,994,778 5,548,300
106
SL. Relationship with Amount in Taka

No the issuer 31-Dec-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14

224,000 155,000 160,000 135,000 125,000
07 Mrs. Marium Akhter Director Yet to be
Dividend
declared 2,785,748 2,785,748 3,342,898 4,642,910

239,000 175,000 155,000 175,000 180,000
Mr. Khalilur Rahman
08 Director Yet to be
Choudhury Dividend
declared 3,882,350 3,882,350 4,658,820 6,470,580

239,000 175,000 150,000 180,000 180,000
09 Mr. Latiful Bari Director Yet to be
Dividend
declared 1,370,880 1,370,880 1,645,056 2,284,800

219,000 85,000 110,000 115,000 50,000
10 Mr. Amir Hamza Sarker Director Yet to be
Dividend
declared 2,904,169 2,904,169 3,485,003 4,840,280
Meetings attendance fee - - - - -
Yet to be
11 Mr. Mohammad Younus Shareholder Dividend
declared 2,866,954 2,866,954 3,440,345 4,778,260
Yet to be
12 Mr. Altaf Hossain Sarker Shareholder Dividend
declared 1,533,335 1,533,335 1,840,002 2,555,560

119,000 165,000 195,000 155,000 140,000
13 Mr. Md. Shamsur Rahman Shareholder Yet to be
Dividend
declared 3,111,736 3,111,736 3,734,083 5,186,230

163,000 225,000 160,000 190,000 220,000
14 Mr. Md. Mazakat Harun Shareholder Yet to be
Dividend
declared 1,370,880 1,370,880 1,645,056 2,284,800
107
Meetings attendance fee -

- 115,000 165,000 95,000
15 Mrs. Sultana Jahan Shareholder Yet to be
Dividend -
declared 997,776 997,776 1,197,331

Independent 142,000 30,000 -
16 Feroz Ahmed
Director Dividend - - - - -

Siddique Hossain Independent 151,000 55,000 -
17
Choudhury Director Dividend - - - - -
108
Nature of Transaction value (Taka)

Name of the Party Nature of Relationship
Transaction 2018 2017 2016 2015 2014
Chamitan Trading House

40,753 35,703 35,703 31,046 35,703
MAB Spinning Ltd. Insurance Premium Common Directorship -

- - 1,946,466 2,731,834
MAB Denim Ltd. - - -

- -
Karim Leathers Ltd.

194,630 608,362 1,092,491 1,053,301 1,290,562
Insurance Premium Common Directorship
Kamtex Ltd.
696 43,027 67,597 181,771 181,771
K.R.C. Composite Textile Indus.
Insurance Premium Common Directorship - -
Ltd. - - 1,633
Bay Tanneries Ltd. -

244,591 552,854 3,147,476 2,910,824
Bay Rubber & Plastic Ltd. Insurance Premium Common Directorship -

697,185 976,084 929,021 706,270
Aziz Tanneries Ltd. -

24,140 51,698 18,195 34,117
Rahmat Textiles Ltd.

1,954,991 4,500,240 5,148,942 3,451,533 4,881,089
Rahmat Sweaters (BD) Ltd.

123,663 456,598 207,309 422,012 905,965
China Plastic (BD) Ltd. -

26,923 31,456 9,011 536,652
Rahmat Knit-Dying & Finishing
Ltd. 139,433 368,899 391,378 787,854 1,613,752
Rahmat Fashion Wear - -
60,810 - -
Rahmat Rotors Ltd. - -

20,721 - -
Logos Apparels - -
829,558 - -
Belkuchi Spinning Mills Ltd.

656 88,811 294,012 656 101,916
Wills Properties Ltd. Insurance Premium Common Directorship - -

51,879 - -
Younus Plastic Industries Ltd. Insurance Premium Common Directorship

20,728 20,952 21,607 21,276 21,228
109
Younus Fillament Industries Ltd.

31,748 31,748 31,050 31,748 31,748
Younus Paper Mills Ltd.

886,658 868,051 871,003 3,168,660 2,681,191
Sonali Papers & Board Mills Ltd.

996,861 1,094,528 774,751 6,053,195 4,558,238
Younus News Print Mills Ltd.

344,901 191,079 409,084 1,386,283 1,007,613
Younus Fine Paper Mills Ltd.

537,792 754,539 2,856,397 1,256,929 538,402
Younus Offset Paper Mills Ltd.

332,811 655,359 2,512,199 90,968 50,383
Younus Spinning Mills Ltd.

146,350 62,992 593,777 404,474 1,683,022
Ananta Paper Mills Ltd. - -

147,854 - -
Younus Cold storage - -

457 - -
Quality Accessories Ltd. -

- - 15,743 11,575
United Traders -
- - 77,625 98,015
Gumti Textile Ltd Insurance Premium Common Directorship -

- - 132,318 136,340
Total 10,773,727 16,919,392 24,617,561 26,749,843

110
Aggregate amount of remuneration paid to all Directors and Officers during the accounting year is as follows :
Sl. Amount In Taka

Particulars Nature of Payment
No. 2018 2017 2016 2015 2014
01 Directors Board meeting Fee

2,871,000 1,935,000 1,780,000 1,705,000 1,685,000
02 Directors Dividend
- 39,118,464 39,118,464 46,942,156 63,534,480
03 Directors Remuneration - -
- - -
04 Chief Executive Officer Salary, Bonus & other Allowances

5,370,000 4,200,000 4,200,000 3,890,000 2,180,000
05 Officers & Executives Salary, Bonus & other Allowances

97,555,974 99,976,827 102,377,962 94,816,350 100,350,480
Total
105,796,974 145,230,291 147,476,426 147,353,506 167,749,960
Sd/-
Dated,
AHMED ZAKER & CO.
Dhaka
Chartered Accountants
30 June, 2019
111
(b) Any transaction or arrangement entered into by the issuer or its subsidiary or associate or
entity owned or significantly influenced by a person who is currently a director or in any way
connected with a director of either the issuer company or any of its subsidiaries/holding company
or associate, or who was a director or connected in any way with a director at any time during the
last three years prior to the issuance of the prospectus.
There was no transaction or arrangement entered into by the issuer or its subsidiary or associate or entity
owned or significantly influenced by a person who is currently a director or in any way connected with a
director of either the issuer company or any of its subsidiaries/holding company or associate concerns, or who
was a director or connected in any way with a director at any time during the last three years prior to the
issuance of the prospectus except mentioned in the above table. (Page #104-109)
(c) Any loans either taken or given from or to any director or any person connected with the director,
clearly specifying details of such loan in the prospectus, and if any loan has been taken from any such
person who did not have any stake in the issuer, its holding company or its associate concerns prior to
such loan, rate of interest applicable, date of loan taken, date of maturity of loan, and present
outstanding of such loan.
No loan either taken or given from or to any director or any person connected with the director and any such
person who did not have any stake in the issuer, its holding Company or its associate concerns.
112
SECTION:X EXECUTIVE COMPENSATION
(a) The total amount to remuneration/salary/perquisites paid to the top five salaried
officers of the issuer in the last accounting year and the name and designation of each
such officer
Post-
Sl Short-term employee Other long- Termination Share based
Name of Employee employment
No. benefits term benefits benefits payment
benefits
Mr. K.M Saidur Rahman Salary TK. 49,20,000 P.F @10% of

01 No P.F No
Managing Director & CEO Bonus TK. 4,50,000 Basic salary.
Salary TK. 17,28,000

Mr. Md. Anowar Hossain P.F @10% of
02 Bonus TK. 1,34,000 No P. F & WPPF No
Additional Managing Director Basic salary.
Car Allowance TK.3,60,000
Mr. Md. Bahar Uddin Chy. Salary TK. 30,00,000 P.F @10% of
03 No P. F & WPPF No
Additional Managing Director Bonus TK. 2,50,000 Basic salary.
Mr. Md. Badiuzzaman Lasker Salary TK. 14,40,000 P.F @10% of

Assistant Managing Director Bonus TK. 107,000 Basic salary.

Mr. Ahsan Habib P.F @10% of
05 Bonus TK. 94,000 No P. F & WPPF No
Assistant Managing Director Basic salary.
(b) Aggregate amount of remuneration paid to directors and officers as a group during
the last accounting year
Amount in Taka
Particulars
31 Dec 2018
Salaries & Allowances of Managing Director 49,20,000
Festival Bonus of Managing Director 4,50,000
Board meeting fees (Managing Director) -
Salaries & Allowances to officers except Managing Director as mentioned
87,403,152
above
Festival Bonus to officers except Managing Director as mentioned above 10,152,822
Total Salaries & Allowances & Festival Bonus 102,925,974
(c) If any shareholder director received any monthly salary/perquisite/benefit it must

be mentioned along with date of approval in AGM/EGM, terms thereof and payments
made during the last accounting year
No shareholder director of the company received monthly salary/perquisite/benefit.

113
(d) The Board meeting attendance fees received by the director including the
managing director along with date of approval in AGM/EGM
Sl. Amount in Approval from

Name of Directors Position
No. Taka AGM
1 Mr. Mrs. Farida Razzaq Director 293,000
2 Mrs. Halima Harun Director 114,000
3 Mr. Syed Al Farooque Director 239,000
4 Mrs. Mahfuza Younus Director 251,000
5 Mr. Md. Shamsur Rahman Director 119,000
6 Mr. Md. Abdul Awal Chairman 239,000
7 Mrs. Marium Akhter Director 224,000
8 Mr. Khalilur Rahman Choudhury Director 239,000 24 September
9 Mr. Latiful Bari Director 239,000 2017
10 Mr. Amir Hamza Sarker Director 219,000
11 Mrs. Sultana Jahan Director -
12 ABM Kaiser Director 239,000
Mr. Siddique Hossain Independent
12 151,000
Choudhury Director
Independent
13 Mr. Feroz Ahmed 142,000
Director
** The fees of the directors for attending in the Board or Committee meeting was paid as per ceiling
of the Regulatory Authority.
(e) Any contract with any director or officer providing for the payment of future
compensation;
There is no this type of contract made with any director or officer providing for the payment of
future compensation.
(f) If the issuer intends to substantially increase the remuneration paid to its directors and
officers in the current year, appropriate information regarding thereto;
The Company does not have any intention to substantially increase the remuneration paid to its
directors and officers in the current year, except annual increment.
(g) Any other benefit/facility provided to the above persons during the last accounting year No
other benefit/facility provided to the above persons during the last accounting year.
SECTION: XI OPTIONS GRANTED TO DIRECTORS, OFFICERS AND EMPLOYEES
(a) Options granted to directors, officers and employees

Express Insurance Limited did not grant any options to its director, salaried officers and all other
employees as a group and any person other than directors and officers of the Company for the
purpose of issuing shares.
114
SECTION:XII TRANSACTION WITH THE DIRECTORS AND SUBSCRIBERS TO THE

MEMORANDUM
(a) The names of the directors and subscribers to the memorandum, the nature and amount of anything of value received or to be received by the
issuer from the above persons, or by the said persons, directly or indirectly, from the issuer during the last five years along with the description
of assets, services or other consideration received or to be received;
Benefit received from the Company by board of directors and subscriber to the memorandum during last five years:
SL. Relationship Amount in Taka

No with the issuer 12/31/2018 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14
Meetings attendance fee 239,000 160,000 215,000 205,000 175,000
01 Mr. Md. Abdul Awal Chairman Dividend Yet to be declared 3,600,630 3,600,630 4,320,756 6,001,050
02 Mrs. Farida Razzak Director Dividend Yet to be declared 3,926,572 3,926,572 4,711,886 6,544,290
03 Mr. Syed Al Farooque Director Dividend Yet to be declared 4,326,715 4,326,715 5,192,058 7,211,190
04 Mrs. Mahfuza Younus Director Dividend Yet to be declared 1,370,880 1,370,880 1,645,056 2,284,800
Meetings attendance fee 114,000 - - - -
05 Mrs. Halima Harun Director Dividend Yet to be declared 1,740,857 1,740,857 2,089,028 2,901,430
Meetings attendance fee 239,000 50,000 - - 80,000
06 Mr. ABM. Kaiser Director Dividend Yet to be declared 3,328,982 3,328,982 3,994,778 5,548,300
07 Mrs. Marium Akhter Director Dividend Yet to be declared 2,785,748 2,785,748 3,342,898 4,642,910
115
SL. Name of person/party Relationship with the Nature of transections Amount in Taka
No issuer 31-Dec-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14
08 Mr. Khalilur Rahman Director Meetings attendance fee 239,000 175,000 155,000 175,000 180,000
Choudhury Dividend Yet to be declared 3,882,350 3,882,350 4,658,820 6,470,580
09 Mr. Latiful Bari Director Meetings attendance fee 239,000 175,000 150,000 180,000 180,000
Dividend Yet to be declared 1,370,880 1,370,880 1,645,056 2,284,800
10 Mr. Amir Hamza Sarker Director Meetings attendance fee 219,000 85,000 110,000 115,000 50,000
11 Mr. Mohammad Younus Shareholder Meetings attendance fee - - - - -
12 Mr. Altaf Hossain Sarker Shareholder Meetings attendance fee - - - - -
13 Mr. Md. Shamsur Rahman Director Meetings attendance fee 119,000 165,000 195,000 155,000 140,000
14 Mr. Md. Mazakat Harun Shareholder Meetings attendance fee 163,000 225,000 160,000 190,000 220,000
15 Mrs. Sultana Jahan Shareholder Meetings attendance fee - 115,000 165,000 95,000 -
Dividend Yet to be declared 997,776 997,776 1,197,331 -
16 Feroz Ahmed Independent Meetings attendance fee 142,000 30,000 - - -
17 Siddique Hossain Choudhury Independent Meetings attendance fee 151,000 55,000 - - -
116
Value received by the Company from the directors and subscribers to the memorandum
Date of No. of Amount

Face
Name of director Status allotment Consideration shares received in
value
of shares hold Taka
Mr. Mrs. Farida Razzaq Director 05.05.2011 Cash 13,27,980 10 132,79,800
Mrs. Halima Harun Director 30.03.2000 Cash 4,50,000 10 45,00,000
30.03.2000 5,00,000 10 50,00,000
Mr. Syed Al Farooque Director Cash
05.05.2011 14,63,310 10 146,33,100
Mrs. Mahfuza Younus Director - - - - -
Mr. Md. Shamsur Director 30.03.2000 4,50,000 10 45,00,000
Cash
Rahman 05.05.2011 10,52,400 10 105,24,000
30.03.2000 4,00,000 10 40,00,000
Mr. Md. Abdul Awal Chairman Cash
05.05.2011 12,17,745 10 121,77,450
Mrs. Marium Akhter Director 30.03.2000 Cash 4,00,000 10 40,00,000
Mr. Khalilur Rahman 30.03.2000 5,00,000 10 50,00,000
Director Cash
Choudhury 05.05.2011 13,13,025 10 131,30,250
Mr. Latiful Bari Director 30.03.2000 Cash 3,50,000 10 35,00,000
30.03.2000 3,50,000 10 35,00,000
Mr. Amir Hamza Sarker Director Cash
05.05.2011 9,82,200 10 98,22,000
Mrs. Sultana Jahan Director - - - - -
Mr. Altaf Hossain Sponsor
05.05.2011 Cash 9,82,215 10 98,22,150
Sarker Shareholder
Sponsor 30.03.2000 6,50,000 10 65,00,000
Alhaj Mohd. Younus Cash
Shareholder 05.05.2011 14,33,250 10 143,32,500
117
Sponsor
Mr. ABM Kaisar 05.05.2011 Cash 14,63,325 10 146,33,250
Shareholder
Sponsor Director,
Mjr. General Monzur
Retired on 30.03.2000 Cash 2,50,000 10 25,00,000
Rashid Khan (Rtd.)
21.08.2004
Sponsor Director,
Mjr. M. Anisur Rahman
Retired on 30.03.2000 Cash 3,00,000 10 30,00,000
(Rtd.)
23.09.2002
Sponsor Director,
Mr. Mohd. Fuad Latif Retired on 30.03.2000 Cash 4,50,000 10 45,00,000
16.07.2003
Sponsor Director,
Mrs. Ayeasha
Retired on 30.03.2000 Cash 4,50,000 10 45,00,000
Siddiquee
15.07.2002
Sponsor Director,
Mr. Abdur Rashid Retired on 30.03.2000 Cash 5,00,000 10 50,00,000
26.08.2007
(b) If any assets were acquired or to be acquired from the aforesaid persons, the amount paid for
such assets and the method used to determine the price shall be mentioned in the prospectus,
and if the assets were acquired by the said persons within five years prior to transfer those to
the issuer, the acquisition cost thereof paid by them
No assets were acquired by the Company from its director or subscribers to the memorandum.
118
SECTION XIII: OWNERSHIP OF THE COMPANY’S SECURITIES

(a) The names, addresses, BO ID Number of all shareholders of the company before IPO, indicating
the amount of securities owned and the percentage of the securities represented by such
ownership, in tabular form;
Details of all shareholders of EIL is as under:
% of % of
No. of share share
Name of
Sl. Address share holding holding BO ID Status
Shareholders
No. holding (pre (post
issue) issue)
House # 8, Road # 76,
1 Mrs. Farida Razzaq 39,26,572 10.0376 6.0226 1202810062840481 Director
Gulshan-2, Dhaka
House # 42/A, Road #
Mr. Md. Mazakat 16 (new), 27 (old),
2 13,70,880 3.5044 2.1026 1201500000866680 Shareholder
Harun Dhanmondi R/A,
Dhaka-1205.
House # 38/B, Road #
12, Baridhara
3 Mr. Syed Al Farooque 43,26,715 11.0605 6.6363 1203190007661097 Director
Diplomatic Zone,
Gulshan, Dhaka-1212.
Flat # 3/C, House # 47,
4 Mrs. Mahfuza Younus Road # 5, Dhanmondi 13,70,880 3.5044 2.1026 1201630006607717 Director
R/A, Dhaka.
Mr. Md. Shamsur 70, Gulshan Avenue,
5 31,11,736 7.9546 4.7728 1201930006408144 Director
Rahman Gulshan, Dhaka
Flat # 6/12, Prio
6 Mr. Md. Abdul Awal Prangon, 2, Poribag, 36,00,630 9.2044 5.5226 1203190032311449 Director
Ramna, Dhaka.
House # 82, Road # 11
7 Marium Akhter (new), Dhanmondi R/A, 27,85,748 7.1213 4.2728 1603660007692315 Director
Dhaka.
Mr. Khalilur Rahman House # 5, Road # 9,
8 38,82,350 9.9245 5.9547 1203190025863661 Director
Choudhury Baridhara, Dhaka
9 Mr. Latiful Bari 13/A, Dhanmondi R/A, 13,70,880 3.5044 2.1027 1201630062846543 Director
Dhaka-1209.
Mr. Amir Hamza 19/2, Kakrail, Ramna,
10 29,04,169 7.4240 4.4544 1203370062778615 Director
Sarker Dhaka.
Plot-49, Road-35/A,
11 Mr. ABM Kaiser 33,28,982 8.5100 5.1060 1203000033242071 Director
Gulshan-2, Dhaka-1212.
Plot-49, Road-35/A,
12 Mrs. Sultana Jahan 9,97,776 2.5506 1.5304 1203000062742300 Shareholder
Gulshan-2, Dhaka-1212.
Flat # 3/C, House # 47,
13 Alhaj Mohd. Younus Road # 5, Dhanmondi 28,66,954 7.3289 4.3973 1201630000083805 Shareholder
R/A, Dhaka.
Mr. Altaf Hossain
14 13/A, Dhanmondi R/A, 15,33,335 3.9197 2.3518 1201630000078942 Shareholder
Sarker
Dhaka-1209.
16 (new), 27 (old),
15 Mrs. Halima Harun 17,40,857 4.4502 2.6701 1202420000632584 Director
Dhanmondi R/A,
Dhaka-1205.
119
(b) There shall also be a table showing the name and address, age, experience, BO ID
Number, numbers of shares held including percentage, position held in other
companies of all the directors before the public issue
No. of Shareho Position held
Experience
Sl. Name lding (%) in other
(Years)
Address BO ID No. TIN No. share
Age
No. of s held (pre Company
Director issue)
s
House # 8, Road #
Mr. Mrs.
1 76, Gulshan-2, 66 28 1202810062840481 740973813400 39,26,572 10.0376
Farida Razzaq
Dhaka.
House # 38/B, Road
# 12, Baridhara
Mr. Syed Diplomatic Zone, 851800545336
2 60 34 1203190007661097 43,26,715 11.0605
Al Gulshan, Dhaka-
Farooque 1212.
Flat # 3/C, House

Mrs. # 47, Road # 5, 894201298799
3 55 26 1201630006607717 13,70,880 3.5044
Mahfuza Dhanmondi R/A,
Younus Dhaka.
This
Flat # 6/12, Prio
information
Mr. Md. Prangon, 2, 780616102985 already given
4 39 13 1203190032311449 36,00,630 9.2044
Abdul Awal Poribag, Ramna, in the
Dhaka. directors’
House # 82, Road # involvement
Mrs. 11 (new), 326180770547 in other
5 59 35 1603660007692315 27,85,748 7.1213
Marium Dhanmondi R/A, organization
Akhter Dhaka. under the
Mr. House # 5, Road # head
6 Khalilur 9, Baridhara, 82 34 1203190025863661 382937940323 38,82,350 9.9245 “Directors
Rahman Dhaka. and Officers”
Choudhury in the
Section-Viii
House # 23/A,
Road # 13/A, 218749376166
7 Mr. Latiful Bari 43 21 1201630062846543 13,70,880 3.5044
Dhanmondi R/A,
Dhaka-1209.
Mr. Amir 19/2, Kakrail, 842140425546
8 48 21 1203370062778615 29,04,169 7.4240
Hamza Sarker Ramna, Dhaka.
Plot-49, Road-
35/A, 48913510886
9 Mr. ABM Kaiser 59 13 1203000033242071 33,28,982 8.5100
Gulshan-2, Dhaka-
1212.
House # 42/A,
10 Road # 16 (new),
Mrs.
Halima 27 (old), 49 1202420000632584 17,40,857 4.4502
821563269972
Harun Dhanmondi R/A,
Dhaka-1205.
11 70, Gulshan
Md. Shamsur
Avenue, Dhaka
Rahman 75 42 1201930006408144 865348271097 3,111,736 7.9546
120
C) The average cost of acquisition of equity shares by the directors certified by the auditors:
Auditor's certificate regarding average cost of acquisition of equity shares by the directors
This is to certify that the equity shares of Express Insurance Limited have been allotted at face value of Tk. 10.00 each and the average cost of acquisition of equity shares by the
directors is Tk. 10.00 each. Name wise shareholdings position, allotment date and consideration are given below:
Allotment Transfer/Acquire
Face Net Amount Average cost of acquisition per
Sl. No. Name Position No. of No. of Consideration
Date Date Value TK. share
shares shares
16.07.2003 450,000 - - 10.00 4,500,000 Cash 10.00
16.07.2003 27,270 - - 10.00 272,700 Cash 10.00
21.08.2004 125,000 - - 10.00 1,250,000 Cash 10.00
22.09.2008 30,110 - - 10.00 301,100 Bonus Share 10.00
29.09.2009 75,880 - - 10.00 758,800 Bonus Share 10.00
1 Mrs. Farida Razzaq Director 03.07.2010 177,060 - - 10.00 1,770,600 Bonus Share 10.00
27.06.2011 221,330 - - 10.00 2,213,300 Bonus Share 10.00
Cash (Right
05.05.2011 1,327,980 - - 10.00 13,279,800 Share) 10.00
25.06.2012 486,926 - - 10.00 4,869,260 Bonus Share 10.00
13.04.2013 350,587 - - 10.00 3,505,870 Bonus Share 10.00
10.08.2015 654,429 - - 10.00 6,544,290 Bonus Share 10.00
Total 3,926,572 39,265,720
shares shares
30.03.2000 500,000 - - 10.00 5,000,000 Cash 10.00
20.03.2001 27,270 - - 10.00 272,700 Cash 10.00
15.07.2002 109,090 - - 10.00 1,090,900 Cash 10.00
15.07.2002 27,270 - - 10.00 272,700 Cash 10.00
2 Mr. Syed Al Farooque Director 22.09.2008 33,180 - - 10.00 331,800 Bonus Share 10.00
29.09.2009 83,620 - - 10.00 836,200 Bonus Share 10.00
03.07.2010 195,110 - - 10.00 1,951,100 Bonus Share 10.00
27.06.2011 243,885 - - 10.00 2,438,850 Bonus Share 10.00
Cash (Right
05.05.2011 1,463,310 - - 10.00 14,633,100 Share)
10.00
121
25.06.2012 536,547 - - 10.00 5,365,470 Bonus Share 10.00

13.04.2013 386,314 - - 10.00 3,863,140 Bonus Share 10.00
10.08.2015 721,119 - - 10.00 7,211,190 Bonus Share 10.00
Total 4,326,715 43,267,150
shares shares
20.02.2012 850,000 - - 10.00 8,500,000 Cash 10.00
25.06.2012 170,000 - - 10.00 1,700,000 Bonus Share 10.00
3 Mrs. Mahfuza Younus Director
13.04.2013 122,400 - - 10.00 1,224,000 Bonus Share 10.00
10.08.2015 228,480 - - 10.00 2,284,800 Bonus Share 10.00
Total 1,370,880 13,708,800
shares shares
30.03.2000 400,000 - - 10.00 4,000,000 Cash 10.00
20.03.2001 27,270 - - 10.00 272,700 Cash 10.00
21.08.2004 125,000 - - 10.00 1,250,000 Cash 10.00
22.09.2008 27,610 - - 10.00 276,100 Bonus Share 10.00
29.09.2009 69,580 - - 10.00 695,800 Bonus Share 10.00
4 Mr. Md. Abdul Awal Chairman 03.07.2010 162,370 - - 10.00 1,623,700 Bonus Share 10.00
27.06.2011 202,958 - - 10.00 2,029,580 Bonus Share 10.00
Cash (Right
05.05.2011 1,217,745 - - 10.00 12,177,450 Share)
10.00
25.06.2012 446,507 - - 10.00 4,465,070 Bonus Share 10.00

13.04.2013 321,485 - - 10.00 3,214,850 Bonus Share 10.00
10.08.2015 600,105 - - 10.00 6,001,050 Bonus Share 10.00
Total 3,600,630 36,006,300
shares shares
122
20.02.2012 850,000 - - 10.00 8,500,000 Cash 10.00

25.06.2012 170,000 - - 10.00 1,700,000 Bonus Share 10.00
5 Mrs. Marium Akhter Director 13.04.2013 122,400 - - 10.00 1,224,000 Bonus Share 10.00
Cash (Right
25.05.2015 1,179,057 - - 10.00 11,790,570 Share)
10.00
10.08.2015 464,291 - - 10.00 4,642,910 Bonus Share 10.00

Total 2,785,748 27,857,480
shares shares
30.03.2000 500,000 - - 10.00 5,000,000 Cash 10.00
20.03.2001 27,300 - - 10.00 273,000 Cash 10.00
15.07.2002 68,180 - - 10.00 681,800 Cash 10.00
22.09.2008 29,770 - - 10.00 297,700 Bonus Share 10.00
29.09.2009 75,030 - - 10.00 750,300 Bonus Share 10.00
Mr. Khalilur Rahman 03.07.2010 175,070 - - 10.00 1,750,700 Bonus Share 10.00
6 Director
Choudhury
27.06.2011 218,837 - - 10.00 2,188,370 Bonus Share 10.00
Cash (Right
05.05.2011 1,313,025 - - 10.00 13,130,250 Share) 10.00
25.06.2012 481,442 - - 10.00 4,814,420 Bonus Share 10.00

13.04.2013 346,638 - - 10.00 3,466,380 Bonus Share 10.00
10.08.2015 647,058 - - 10.00 6,470,580 Bonus Share 10.00
Total 3,882,350 38,823,500
shares shares
20.02.2012 850,000 - - 10.00 8,500,000 Cash 10.00
25.06.2012 170,000 - - 10.00 1,700,000 Bonus Share 10.00
7 Mr. Latiful Bari Director
13.04.2013 122,400 - - 10.00 1,224,000 Bonus Share 10.00
10.08.2015 228,480 - - 10.00 2,284,800 Bonus Share 10.00
Total 1,370,880 13,708,800
123
shares shares
20.02.2012 1,079,400 20.02.2012 1,079,400 10.00 10,794,000 cash 10.00
25.06.2012 215,880 - - 10.00 2,158,800 Bonus Share 10.00
8 Mrs. Halima Harun Director
13.04.2013 155,434 - - 10.00 1,554,340 Bonus Share 10.00
10.08.2015 290,143 - - 10.00 2,901,430 Bonus Share 10.00
Total 1,740,857 17,408,570
shares shares
30.03.2000 350,000 - - 10.00 3,500,000 Cash 10.00
20.03.2001 27,270 - - 10.00 272,700 Cash 10.00
15.07.2002 68,180 - - 10.00 681,800 Cash 10.00
22.09.2008 22,270 - - 10.00 222,700 Bonus Share 10.00
29.09.2009 56,120 - - 10.00 561,200 Bonus Share 10.00
9 Mr. Amir Hamza Sarker Director 03.07.2010 130,960 - - 10.00 1,309,600 Bonus Share 10.00
27.06.2011 163,700 - - 10.00 1,637,000 Bonus Share 10.00
Cash (Right
05.05.2011 982,200 - - 10.00 9,822,000 Share)
10.00
25.06.2012 360,140 - - 10.00 3,601,400 Bonus Share 10.00

13.04.2013 259,301 - - 10.00 2,593,010 Bonus Share 10.00
10.08.2015 484,028 - - 10.00 4,840,280 Bonus Share 10.00
Total 2,904,169 29,041,690
shares shares
26.08.2007 500,000 - - 10.00 5,000,000 Cash 10.00
10 Mr. A.B.M Kaiser Director
26.08.2007 27,270 - - 10.00 272,700 Cash 10.00
124
26.08.2007 136,370 - - 10.00 1,363,700 Cash 10.00

22.09.2008 33,180 - - 10.00 331,800 Bonus Share 10.00
29.09.2009 83,620 - - 10.00 836,200 Bonus Share 10.00
03.07.2010 195,110 - - 10.00 1,951,100 Bonus Share 10.00
27.06.2011 243,887 - - 10.00 2,438,870 Bonus Share 10.00
Cash (Right
05.05.2011 1,463,325 - - 10.00 14,633,250 Share)
10.00
25.06.2012 536,552 - - 10.00 5,365,520 Bonus Share 10.00

13.04.2013 386,318 - - 10.00 3,863,180 Bonus Share 10.00
30.06.2014 30.06.2014 10.00 Cash 10.00

(2,438,875) (2,438,875) (24,388,750)
25.05.2015 1,607,395 - - 10.00 16,073,950 Cash 10.00
10.08.2015 554,830 - - 10.00 5,548,300 Bonus Share 10.00
Total 3,328,982 33,289,820
Sd/-
Dated,
Dhaka AHMED ZAKER & CO.
30 June, 2019 Chartered Accountants
125
d) A detail description of capital built up in respect of shareholding (name-wise) of the issuer’s sponsors / directors:
Mrs. Farida Razzaq

Date of
No. of Face Issue price/ Cumulative no.
allotment/ Nature % Pre- issue % Post issue Sources
Consideration equity value acquisition of equity shares
transfer of of issue paid up capital paid up capital of fund
shares (BDT) price/ transfer (Taka)
fully paid-up
prices
shares
16.07.2003 cash 450,000 4,500,000
16.07.2003 cash 27,270 4,772,700
21.08.2004 cash 125,000 6,022,700
22.09.2008 Bonus Share 30,110 6,323,800
Ordinary Own
29.09.2009 Bonus Share 75,880 10.00 10.00 7,082,600 10.04 6.02
shares source
03.07.2010 Bonus Share 177,060 8,853,200
27.06.2011 Bonus Share 221,330 11,066,500
05.05.2011 Cash 1,327,980 24,346,300
(Right Share)
25.06.2012 Bonus Share 486,926 29,215,560
13.04.2013 Bonus Share 350,587 32,721,430
10.08.2015 Bonus Share 654,429 39,265,720

126
Mr. Md. Mazakat Harun

Date of
Consideration equity value acquisition price/ of equity shares
shares (BDT) transfer prices (Taka)
fully paid-up
shares
20.08.2003 cash 450,000 4,500,000
20.08.2003 cash 27,270 4,772,700
22.09.2008 Bonus Share 23,870 5,011,400
29.09.2009 Bonus Share 60,140 5,612,800
03.07.2010 Bonus Share 140,320 7,016,000
27.06.2011 Bonus Share Ordinary 175,400 8,770,000 Own
10 10 3.50 2.10
shares source
05.05.2011 Cash 1,052,400 19,294,000
(Right Share)
20.02.2012 Cash (1,079,400) 8,500,000
25.06.2012 Bonus Share 170,000 10,200,000
13.04.2013 Bonus Share 122,400 11,424,000
30.06.2014 Cash 2,438,875 35,812,750

Date of
fully
paid-up shares
20.08.2003 cash Ordinary 500,000 10 10 5,000,000 11.06 6.64 Own
127
20.08.2003 cash shares 27,270 5,272,700 source

22.09.2008 Bonus Share 109,090 6,363,600
29.09.2009 Bonus Share 27,270 6,636,300
03.07.2010 Bonus Share 33,180 6,968,100
27.06.2011 Bonus Share 83,620 7,804,300
05.05.2011 Cash 195,110 9,755,400
(Right Share)
20.02.2012 Cash 243,885 12,194,250
25.06.2012 Bonus Share 1,463,310 26,827,350
13.04.2013 Bonus Share 536,547 32,192,820
30.06.2014 Cash 386,314 36,055,960
Mrs. Mahfuza Younus

Date of
transfer of fully of issue paid up capital paid up capital of fund
paid-up shares
20.02.2012 cash 850,000 8,500,000
25.06.2012 Bonus Share 170,000 10,200,000
Ordinary Own
10 10 3.50 2.10
13.04.2014 Bonus Share shares 122,400 11,424,000 source
10.08.2015 Bonus Share 228,480 13,708,800

Date of
fully
paid-up shares
128
30.03.2000 cash 450,000 4,500,000

20.03.2001 cash 27,270 4,772,700
22.09.2008 Bonus Share 23,870 5,011,400
29.09.2009 Bonus Share 60,140 5,612,800
03.07.2010 Bonus Share 140,320 7,016,000
Ordinary Own
10 10 7.95 4.77
05.05.2011 Right Share 1,052,400 19,294,000
25.06.2012 Bonus Share 385,880 23,152,800
13.04.2013 Bonus Share 277,833 25,931,130
10.08.2015 Bonus Share 518,623 31,117,360
Mr. Md. Abdul Awal

Date of
fully paid-up
shares
30.03.2000 cash 400000 4,000,000
20.03.2001 cash 27270 4,272,700
21.08.2004 Bonus Share 125000 5,522,700
22.09.2008 Bonus Share 27610 5,798,800
Ordinary Own
10 10 9.20 5.52
29.09.2009 Bonus Share shares 69580 6,494,600 source
03.07.2010 Bonus Share 162370 8,118,300
27.06.2011 Right Share 202958 10,147,880
05.05.2011 Bonus Share 1217745 22,325,330
129
25.06.2012 Bonus Share 446507 26,790,400

13.04.2013 Bonus Share 321485 30,005,250
Mrs. Marium Akhter

Date of
fully
paid-up shares
20.02.2012 cash 850,000 8,500,000
25.06.2012 cash 170,000 10,200,000
13.04.2013 Bonus Share Ordinary 122,400 11,424,000 Own
10 10 7.12 4.27
shares source
25.05.2015 Bonus Share 1,179,057 23,214,570
10.08.2015 Bonus Share 464,291 27,857,480

Date of
fully
paid-up shares
30.03.2000 cash 500,000 5,000,000
20.03.2001 cash 27,300 5,273,000
15.07.2002 cash 68,180 5,954,800
22.09.2008 Bonus Share 29,770 6,252,500
Ordinary Own
10 10 9.92 5.95
03.07.2010 Bonus Share 175,070 8,753,500
27.06.2011 Bonus Share 218,837 10,941,870
05.05.2011 Right Share 1,313,025 24,072,120
130
25.06.2012 Bonus Share 481,442 28,886,540

13.04.2013 Bonus Share 346,638 32,352,920
10.08.2015 Bonus Share 647,058 38,823,500
Mr. Latiful Bari

Date of
fully
paid-up shares
20.02.2012 cash 850,000 8,500,000
25.06.2012 Bonus Share 170,000 10,200,000
Ordinary Own
10 10 3.50 2.10
10.08.2015 Bonus Share 228,480 13,708,800

Date of
fully paid-up
shares
30.03.2000 cash 350,000 3,500,000
20.03.2001 cash 27,270 3,772,700
15.07.2002 cash 68,180 4,454,500
22.09.2008 Bonus Share 22,270 4,677,200
Ordinary Own
10 10 7.42 4.45
03.07.2010 Bonus Share 130,960 6,548,000
27.06.2011 Bonus Share 163,700 8,185,000
05.05.2011 Right Share 982,200 18,007,000
131
25.06.2012 Bonus Share 360,140 21,608,400

13.04.2013 Bonus Share 259,301 24,201,410
10.08.2015 Bonus Share 484,028 29,041,690
Mrs. Sultana Jahan

Date of allotment/ No. of Face Issue price/ Cumulative no.
Nature % Pre- issue % Post issue Sources
transfer of fully Consideration equity value acquisition price/ of equity shares
of issue paid up capital paid up capital of fund
paid-up shares shares (BDT) transfer prices (Taka)
25.05.2015 cash 831,480 8,314,800
Ordinary Own
10 10 2.55 1.53
Mr. Mohammad Younus

Date of
fully
paid-up shares
30.03.2000 cash 650,000 6,500,000
22.09.2008 Bonus Share 32,500 6,825,000
29.09.2009 Bonus Share 81,900 7,644,000
03.07.2010 Bonus Share 191,100 9,555,000
27.06.2011 Bonus Share 238,875 11,943,750
Ordinary Own
10 10 7.33 4.40
05.05.2011 Right Share shares 1,433,250 26,276,250 source
20.02.2012 Cash (850,000) 17,776,250
25.06.2012 Bonus Share 355,525 21,331,500
13.04.2013 Bonus Share 255,978 23,891,280
10.08.2015 Bonus Share 477,826 28,669,540
132
Mr. Altaf Hossain Sarker

Date of
transfer foully of issue paid up capital paid up capital of fund
paid-up shares
14.07.2001 cash 350,000 3,500,000
14.07.2001 cash 27,270 3,772,700
15.07.2002 cash 68,180 4,454,500
22.09.2008 Bonus Share 22,270 4,677,200
29.09.2009 Bonus Share 56,130 5,238,500
03.07.2010 Bonus Share 130,960 6,548,100
Ordinary Own
10 10 3.92 2.35
05.05.2011 Cash 982,215 18,007,280
(Right Share)
20.02.2012 Cash (850,000) 9,507,280
25.06.2012 Bonus Share 190,146 11,408,740
13.04.2013 Bonus Share 136,905 12,777,790
10.08.2015 Bonus Share 255,556 15,333,350
Mr. ABM. Kaiser

Date of
fully
paid-up shares
26.08.2007 cash 500,000 5,000,000
26.08.2007 cash Ordinary 27,270 5,272,700 Own
10 10 8.51
shares 5.11 source
26.08.2007 cash 136,370 6,636,400
133
22.09.2008 Bonus Share 33,180 6,968,200

29.09.2009 Bonus Share 83,620 7,804,400
03.07.2010 Bonus Share 195,110 9,755,500
27.06.2011 Bonus Share 243,887 12,194,370
05.05.2011 Cash (Right Share) 1,463,325 26,827,620
25.06.2012 Bonus Share 536,552 32,193,140
13.04.2013 Bonus Share 386,318 36,056,320
30.06.2014 Cash (2,438,875) 11,667,570
25.05.2015 cash 1,607,395 27,741,520
10.08.2015 Bonus Share 554,830 33,289,820
Mrs. Halima Harun

Date of
fully
paid-up shares
20.02.2012 cash 1,079,400 10,794,000
25.06.2012 Bonus Share 215,880 12,952,800
Ordinary Own
10 10 4.45 2.67
10.08.2015 Bonus Share 290,143 17,408,570
(e) Detail of shares issued by the company at a price lower than the issue price:
All the shares are issued by the Company at face value of Tk. 10.00 each before this issue.
(f) History of significant (5% or more) changes in ownership of securities from inception:
134
Transferor Transferee
SI. Date of
No Allotment Transferred % Of Received % of
Name of Shareholder Name of Shareholder
Quantity Transferred Quantity Received
01. Mr. Khalilur Rahman Choy. 2,730 0.455
02. Mr. Syed Al-Farooque 2,727 0.454
03. Mr. Amir Hamza Sarker 2,727 0.454
04. Mr. Md. Latiful Bari 2,727 0.454
05. Mrs. Marium Akter 2,727 0.454

Maj. M. Anisur
01 23.09.2000 30,000 5.00 06. Mrs. Ayesha Siddique 2,727 0.454
Rahman
07. Mr. Fuad Latif 2,727 0.454
08. Mrs. Halima Akter 2,727 0.454
09. Mr. Md. Abdul Awal 2,727 0.454
10. Mr. Md. Shamsur Rahman 2,727 0.454
11. Mr. Abdur Rashid 2,727 0.454
02 14.07.2001 Mr. Latiful Bari 35,000 5.83 Mr. Altaf Hossain Sarker 35,000 5.83
01.Mr. Abdur Rasid 13,637 2.27
02. Mr. Khalilur Rahman Choy. 6,818 1.136

05 15.07.2002 Ayesha Siddque 47,727 7.95
03. Mr. Md. Latiful Bari 6,818 1.136
04. Mr. Amir Hamza Sarker 6,818 1.136

135
05. Mr. Syed Al Farooque 10,909 1.818
06. Mr. Syed Al Farooque 2,727 0.454
06 16.07.2003 Mr. Fuad Latif 45,000 7.5 Mrs. Farida Razzaq 45,000 7.5
07 16.07.2003 Mr. Fuad Latif 2,727 0.454 Mrs. Farida Razzaq 2,727 0.454
08 20.08.2003 Mrs. Halima Akhter 45,000 7.5 Mr. Md. Mazakat Harun 45,000 7.5
09 20.08.2003 Mrs. Halima Akhter 2,727 0.454 Mr. Md. Mazakat Harun 2,727 0.454
Maj. Gen. Monjur R. 01. Mr. Md. Abdul Awal 12,500 2.083
10 21.08.2004 25,000 4.17
Khan 02. Mrs. Farida Razzaq 12,500 2.083
11 21.08.2004 Mrs. Marium Akhter 40,000 6.66 Mr. Rezaul Karim Ansary 40,000 6.66
12 21.08.2004 Mrs. Marium Akhter 2,727 0.454 Mr. Md. Rezaul Karim Ansary 2,727 0.454
13 26.08.2007 Mr. Md. Abdur Rashid 50,000 8.33 Mr. ABM Kaiser 50,000 8.33
16 30.06.2014 Mr. ABM Kaiser 2,438,875 7.48 Mr. Md. Mazakat Harun 2,438,875 7.48
Mr. Rezaul Karim
17 25.05.2015 1,179,057 3.61 Mrs. Marium Akhter 1,179,057 3.61
Ansary
a) Mr. ABMKaiser a)1,607,395 4.93

18 25.05.2015 Mr. Mazakat Haurn 2,438,875 7.48
b) Mrs. Sultana Jahan b) 831,480 2.55
136
SECTION: XIV CORPORATE GOVORNANCE
a) A disclosure to the effect that the issuer has complied with the requirements of Corporate
Governance Code of the Commission:
MANAGEMENT DISCLOSURE REGARDING COMPLIANCE WITH THE REQUIREMENTS OF CORPORATE

GOVERNANCE CODE OF BANGLADESH SECURITIES AND EXCHANGE COMMISSION
The Company declares that it is in compliance with the requirements of the applicable
regulations of Corporate Governance Code of Bangladesh Securities and Exchange Commission
in respect of corporate governance including constitution of the Board and committees thereof.
Sd/-
Md. Anowar Hossain
Managing Director & CEO(cc)
Express Insurance limited
137
(b) A compliance report of Corporate Governance requirements certified by competent authority:
Report to the Shareholders of

Express Insurance Limited on compliance on the Corporate
Governance Code
We have examined the compliance status to the Corporate Governance Code by Express Insurance Limited as on 31st July 2019. This
Code relates to the Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, Dated: 3 June 2018 of the Bangladesh Securities and
Exchange Commission.
Such compliance with the Corporate Governance Code is the responsibility of the Company. Our examination was limited to the
procedures and implementation thereof as adopted by the Management in ensuring compliance to the conditions of the Corporate
Governance Code.
This is scrutiny and verification and an independent audit on compliance of the conditions of the Corporate Governance Code as
well as the provisions of relevant Bangladesh Secretarial Standards (BSS) as adopted by Institute of Chartered Secretaries of
Bangladesh (ICSB) in so far as those standards are not inconsistent with any condition of this Corporate Governance Code.
We state that we have obtained all the information and explanations, which we have required, and after due scrutiny and
verification thereof, we report that, in our opinion:
(a) The Company has complied with the conditions of the Corporate Governance Code as stipulated in the above mentioned
Corporate Governance Code issued by the Commission;
(b) The Company has complied with the provisions of the relevant Bangladesh Secretarial Standards (BSS) as adopted by the
Institute of Chartered Secretaries of Bangladesh (ICSB) as required by this Code;
(c) Proper books and records have been kept by the company as required under the Companies Act, 1994, the securities laws
and other relevant laws ; and
(d) The governance of the company is satisfactory.
Sd/-
For Podder & Associates
Date: 1 August 2019
Place: Dhaka, Bangladesh Jayanta Kumer Podder
Cost and Management Accountant
138
ANNEXURE-C
As Per condition no.1(5)(xxvi)
Express Insurance Limited
Status of Compliance with the Corporate Governance Code (CGC)
as on 31st July 2019
Status of compliance with the conditions imposed by the Commission's Notification No. BSEC/CMRRCD/2006-158/207/Admin/80, dated 03 June 2018 issued
under section 2CC of the Securities and Exchange Ordinance, 1969:
(Report under Condition No. 9.00)
Compliance Status (Put √
in the appropriate
Condition
Title column) Remarks (if any)
No.
Not
Complied
Complied
1 Board of Directors.-
1(1) Size of the Board of Directors
The total number of members of a company's Board of Directors
(hereinafter referred to as "Board") shall not to be less than 5 (five) and √
more than 20 (twenty).
1(2) Independent Directors
At least one fifth (1/5) of the total number of directors in the company’s According to Insurance Act, 2010
board shall be independent directors; any fraction shall be considered to the Sec.76, Maximum number of ID's
1(2)(a) √
next integer or whole number for calculating number of independent shall be 2 (Two) in the insurance
director(s); company.
1(2)(b) For the purpose of this clause "independent director'' means a director
Who either does not hold any share in the company or holds less than one Does not hold any share of the
1(2)(b)(i) √
percent (1%) shares of the total paid-up shares of the company; Company
Who is not a sponsor of the company and is not connected with the
company's any sponsor or director or nominated director or shareholder of
the company or any of its associates, sister concerns, subsidiaries and
The Independent Directors have
1(2)(b)(ii) parents or holding entities who holds one percent (1%) or more shares of the √
declared their compliances.
total paid-up shares of the company on the basis of family relationship and
his or her family members also shall not hold above mentioned shares in the
company:
Who has not been an executive of the company in immediately preceding 2
1(2)(b)(iii) √ -
(two) financial years;
Who does not have any other relationship, whether pecuniary or otherwise,
1(2)(b)(iv) √ -
with the company or its subsidiary or associated companies;
Who is not a member or TREC (Trading Right Entitlement Certificate) holder,
1(2)(b)(v) √ -
director or officer of any stock exchange;
Who is not a shareholder, director excepting independent direct or officer of
1(2)(b)(vi) any member or TREC holder of stock exchange or an intermediary of the √ -
capital market;
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
1(2)(b)(vii) √ -
audit firm or audit firm engaged in internal audit services or audit firm
conducting special audit or professional certifying compliance of this Code;
1(2)(b)(viii
Who is not an independent director in more than 5 (five) listed companies; √ -
)
Who has not been convicted by a court of competent jurisdiction as a
1(2)(b)(ix) defaulter in payment of any loan or any advance to a bank or a Non-Bank √ -
Financial Institution (NBFI);
1(2)(b)(x) Who has not been convicted for a criminal offence involving moral turpitude; √ -
The independent director(s) shall be appointed by the board and approved
1(2)(c) √ -
by the shareholders in the Annual General Meeting (AGM);
The post of independent director(s) cannot remain vacant for more than 90
1(2)(d) √ -
(ninety) days;
The tenure of office of an independent director shall be for a period of 3
1(2)(e) √ -
(three) years, which may be extended for 1 (one) tenure only:
1(3) Qualification of Independent Director.-
Independent director shall be a knowledgeable individual with integrity who
1(3)(a) is able to ensure compliance with financial, regulatory and corporate laws √ -
and can make meaningful contribution to business.
Business Leader who is or was a promoter or director of an unlisted company
having minimum paid-up capital of Tk. 100.00 million or any listed company
1(3)(b)(i) - - N/A
or a member of any national or international chamber of commerce or
business association;
139
Corporate Leader who is or was a top level executive not lower than Chief
Executive officer or Managing Director or Deputy Managing Director or
Chief Financial Officer or Head of Finance or Accounts or Company
1(3)(b)(ii) Secretary or Head of Internal Audit and Compliance or Head of Legal N/A
Service or a candidate with equivalent position of an unlisted company
having minimum paid up capital of Tk. 100.00 million or of a listed
company;
Former official of government or statutory or autonomous or regulatory
body in the position not below 5th Grade of the national pay scale, who
1(3)(b)(iii) √ -
has at least educational background of bachelor degree in economics or
commerce or business or law;
University Teacher who has educational background in Economics or
1(3)(b)(iv) N/A
Commerce or Business Studies or Law;
Professional who is or was an advocate practicing at least in the High Court
Division of Bangladesh Supreme Court or a Chartered Accountant or Cost
and Management Accountant or Chartered Financial Analyst or Chartered
1(3)(b)(v) - - N/A
Certified Accountant or Certified Public Accountant or Chartered
Management Accountant or Chartered Secretary or equivalent
qualification;
The independent director(s) shall have at least 10( ten) years of
1(3)(c) √ -
experiences in any field mentioned in clause (b);
In special cases, the above qualifications or experiences may be relaxed
1(3)(d) - - No such deviation occurred
subject to prior approval of the Commission.
Duality of Chairperson of the Board of Directors and Managing Director or
1(4)
Chief Executive Officer.-
The positions of the Chairperson of the Board and the Managing Director
1(4)(a) (MD) and/or Chief Executive Officer (CEO) of the company shall be filled by √ -
different individuals;
The Managing Director (MD) and/or Chief Executive Officer (CEO) of a
1(4)(b) √ -
listed company shall not hold the same position in another listed company;
The Chairperson of the Board shall be elected from among the non-
1(4)(c) √ -
executive directors of the company;
The Board shall clearly define respective roles and responsibilities of the
1(4)(d) √ -
Chairperson and the Managing Director and/or Chief Executive officer;
In the absence of the Chairperson of the Board, the remaining members
may elect one of themselves from non-executive directors as chairperson
1(4)(e) √ - No such event arose
for that particular Board's meeting; the reason of absence of the regular
Chairperson shall be duly recorded in the minutes.
1(5) The Directors' Report to the Shareholders
1(5)(i) An industry outlook and possible future developments in the industry; √ -
1(5)(ii) The Segment-wise or product-wise performance; √ -
Risks and concerns including internal and external risk factors, threat to
1(5)(iii) √ -
sustainability and negative impact on environment, if any;
A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit
1(5)(iv) √ -
Margin, where applicable;
A discussion on continuity of any extraordinary activities and their
1(5)(v) No such event arose
impliacations (gain or loss);
A detailed discussion on related party transactions along with a statement
1(5)(vi) showing amount, nature of related party, nature of transactions and basis √ -
of transactions of all related party transactions;
A statement of utilization of proceeds raised through public issues, rights
1(5)(vii) N/A
issues and/or through any others instruments;
An explanation if the financial results deteriorate after the company goes
1(5)(viii) for Initial Public Offering (IPO), Repeat Public Offering (RPO), Rights Share N/A
Offer, Direct Listing etc;
An explanation on any significant variance that occurs between Quarterly
1(5)(ix) No such event arose
Financial Performance and Annual Financial Statements;
A statement of remuneration paid to the directors including independent
1(5)(x) √ -
directors;
A statement that the financial statements prepared by the management of
1(5)(xi) the issuer company present fairly its state of affairs, the result of its √ -
operations, cash flows and changes in equity;
A statement that proper books of account of the issuer company have
1(5)(xii) √ -
been maintained;
A statement that appropriate accounting policies have been consistently
1(5)(xiii) applied in preparation of the financial statements and that the accounting √ -
estimates are based on reasonable and prudent judgment;
140
A statement that International Accounting Standards (IAS) or International Financial

Reporting Standards (IFRS), as applicable in Bangladesh, have been followed in
1(5)(xiv) √ -
preparation of the financial statements and any departure there from has been
adequately disclosed;
A statement that the system of internal control is sound in design and has been
1(5)(xv) √ -
effectively implemented and monitored;
A statement that minority shareholders have been protacted from abusive actions by,
1(5)(xvi) or in the interest of, controlling shareholders acting either directly or indirectly and √ -
have effective means of redress;
A statement that there is no Significant doubt upon the issuer company's ability to
1(5)(xvii) continue as going concern, if the issuer company is not considered to be a going √ -
concern, the fact along with reasons there of shall be disclosed;
An explanation that significant deviations from the last year's operating results of the
1(5)(xviii) No such event arose
issuer company shall be highlighted and the resons thereof shall be explained;
A statement where key operating and financial data of at least preceding 5 (five) years
1(5)(xix) √ -
shall be summarized;
An explanation on the reasons if the issuer company has not declared dividend (cash The Company has declared 10% Cash
1(5)(xx) - -
or stock) for the year; dividend
Board's statement to the effect that no bonus share or stock dividend has been or
1(5)(xxi) N/A
shall be declared as interim dividend;
The total number of Board meetings held during the year and attendance by each
1(5)(xxii) √ -
director;
A report on the pattern of shareholding disclosing the aggregate number of shares
1(5)(xxiii)
(along with name-wise details where stated below) held by:-
Parent or Subsidiary or Associated Companies and other related parties (name-wise
1(5)(xxiii)(a) N/A
details);
Directors, Chief Executive Officer, Company Secretary, Chief Financial Officer, Head of
1(5)(xxiii)(b) √ -
Internal Audit and Compliance their spouses and minor children (name- wise details);
1(5)(xxiii)(c) Executives; √ -
Shareholders holding ten percent (10%) or more voting interest in the company No shareholder holding 10%or more
1(5)(xxiii)(d)
(name-wise details). Share of the company
In case of the appointment or reappointment of a director, a disclosure on the
1(5)(xxiv)
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; √ -
Names of companies in which the person also holds the directorship and the
1(5)(xxiv) (c) √ -
membership of committees of the board.
A management's Discussion and Analysis signed by CEO or MD presenting detailed
1(5)(xxv) analysis of the company's position and operations along with a brief disscission of
changes in financial statements, among others, focusing on:
1(5)(xxv)(a) Accounting policies and estimation for preparation of financial statements; √ -
Changes in accounting policies and estimation, if any, clearly describing the effect on
1(5)(xxv)(b) financial performance or results and financial position as well as cash flows in - - N/A
absolute figure for such changes;
Comparative analysis (including effects of inflation) of fianacial performance or results
1(5)(xxv)(c) and financial position as well as cash flows for current financial year with immediate √ -
preceding five years explaining reasons thereof;
compare such financial performance or results and financial position as well as cash
1(5)(xxv)(d) √ -
flows with the peer industry scenario;
1(5)(xxv)(e) briefly explain the financial and economic scenario of the country and the globe; √ -
risks and concerns issues related to the financial statements, explaining such risk and
1(5)(xxv)(f) √ -
concerns mitigation plan of the company; and
future plan or projection or forecast for company's operation, performance and
1(5)(xxv)(g) financial position, with justification thereof, i.e., actual position shall be explained to √ -
the shareholders in the next AGM;
141
Declaration or certification by the CEO and the CFO to the Board as required under
1(5)(xxvi) √ -
condition No. 3(3) shall be disclosed as per Annexure-A; and
The report as well as certificate regarding compliance of conditions of this code as
1(5)(xxvii) √ -
required under condition No. 9 shall be disclosed as per Annexure-B and Annexure-C.
1(6) Meetings of the Board of Directors
The company shall conduct its Board meetings and record the minutes of the
meetings as well as keep required books and records in line with the provisions of the
relevant Bangladesh Secretarial Standards (BSS) as adopted by the Institute of √ -
Chartered Secretaries of Bangladesh (ICSB) in so far as those standards are not
inconsistent with any condition of this Code.
Code of Conduct for the Chairperson, other Board members and Chief Executive
1(7)
Officer
The Board shall lay down a code of conduct, based on the recommendation of the
Nomination and Remuneration Committee (NRC), for the Chairperson of the Board,
1(7)(a) other board members and Chief Executive Officer of the company; √ N/A
The code of conduct as determined by the NRC shall be posted on the website of the
1(7)(b) √
company N/A
2 Governance of Board of Directors of Subsidiary Company:- EIL does not have any Subsidiary Company
Provisions relating to the composition of the Board of the holding company shall be
2(a) N/A
made applicable to the composition of the Board of the subsidiary company;
At least 1 (one) independent director of the Board of the holding company shall be a
2(b) N/A
director on the Board of the subsidiary company;
The minutes of the Board meeting of the subsidiary company shall be placed for
2(c) N/A
review at the following Board meeting of the holding company.
The minutes of the respective Board meeting of the holding company shall state that
2(d) N/A
they have reviewed the affairs of the subsidiary company also;
The Audit Committee of the holding company shall also review the financial
2(e) N/A
statements, in particular the investments made by the subsidiary company.
Managing Director (MD) or Chief Executive Officer (CEO), Chief Financial Officer
3.
(CFO) Head of Internal Audit and Compliance (HIAC) and Company Secretary(CS):-
The Board shall appoint a Managing Director (MD) or Chief Executive Officer (CEO), a
3(1)(a) Company Secretary (CS), a Chief Financial Officer (CFO) and a Head of Internal Audit √ -
and Compliance (HIAC);
The positions of the Managing Director (MD) or Chief Executive Officer (CEO),
3(1)(b) Company Secretary (CS), Chief Financial Officer (CFO) and a Head of Internal Audit √ -
and Compliance (HIAC) shall be filled by different individuais;
The MD or CEO, CS, CFO and HIAC of a listed company shall not hold any executive
3(1)(c) √ -
position in any other company at the same time;
The Board shall clearly define respective roles, responsibilities and duties of the CFO,
3(1)(d) √ -
the HIAC and the CS;
The MD or CEO, CS, CFO and HIAC shall not be removed from their position without
3(1)(e) approval of the Board as well as immediate dissemination to the Commission and √ -
stock exchange(s).
3(2) Requirement to attend Board of Director's Meetings
The MD or CEO, CS, CFO and HIAC of the company shall attend the meetings of the
√ -
Board:
Duties of Managing Director (MD) or Chief Executive Officer (CEO) and Chief
3(3)
Financial Officer(CFO)
The MD or CEO and CFO shall certify to the Board that they have reviewed financial
3(3)(a)
statements for the year and that to the best of their knowledge and belief:
These statements do not contain any materially untrue statement or omit any
3(3)(a)(i) √ -
material fact or contain statements that might be misleading;
These statements together present a true and fair view of the company’s affairs and
3(3)(a)(ii) √ -
are in compliance with existing accounting standards and applicable laws;
The MD or CEO and CFO shall also certify that there are, to the best of knowledge and
belief, no transactions entered into by the company during the year which are
3(3)(b) √ -
fraudulent illegal or violation of the code of conduct for the company's Board or its
member;
3(3)(c) The certification of the MD or CEO and CFO shall be disclosed in the Annual Report. √ -
142
Board of Director's Committee.- For ensuring good governance in the company, the
4.
Board shall have at least following sub-committees:
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; √ -
The Audit Committee shall assist the Board of Directors in ensuring that the financial
5(1)(b) statements reflect true and fair view of the state of affairs of the company and in √ -
ensuring a good monitoring system within the business;
The Audit Committee shall be responsible to the Board; the duties of the Audit
5(1)(c) √ -
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; √ -
The Board shall appoint members of the audit committee who shall benon-executive
5(2)(b) directors of the company excepting Chairperson of the Board and shall include at least √ -
1(one) independent director;
All members of the audit committee should be "financially literate" and at least I (one)
5(2)(c) member shall have accounting or related financial management background and √ -
10(ten)years of such experience;
When the term of service of any Committee members expires or there is any
circumstance causing any Committee member to be unable to hold office before
expiration of the term of service, thus making the number of the Committee members
5(2)(d) to be lower than the prescribed number of 3 (three) persons, the Board shall appoint √ -
the new Committee member to fill up the vacancy immediately or not later than 1
(one) month from the date of vacancy in the Committee to ensure continuity of the
performance of work of the Audit Committee;
5(2)(e) The company secretary shall act as the secretary of the Committee. √ -
The quorum of the Audit Committee meeting shall not constitute without at least 1
5(2)(f) √ -
(one) independent director.
The Board of Directors shall select 1 (one) member of the Audit Committee to be
5(3)(a) √ -
Chairperson of the Audit Committee, who shall be an Independent director;
In the absence of the Chairperson of the audit committee, the remaining members
may elect one of themselves as Chairperson for that particular meeting, in that case
5(3)(b) there shall be no problem of constittuting a quorum as required under condition √ -
No.5(4)(b) and the reson of absence of the regular chairperson shall be duly recorded
in the minutes.
Chairperson of the Audit Committee shall remain present in the Annual General
5(3)(c) √ -
Meeting (AGM):
The Audit Committee shall conduct at least its four meetings in a financial year:
5(4)(a) Provided that any emergency meeting in addition to regular meeting may be √ -
convened at the request of any one of the members of the Committee;
The quorum of the meeting of the Audit Committee shall be constituted in presence
5(4)(b) of either two members or two third of the members of the Audit Committee, √ -
whichever is higher, where presence of an independent director is a must.
5(5) The Audit Committee shall:-
5(5)(a) Oversee the financial reporting process; √ -
5(5)(b) Monitor choice of accounting policies and principles; √ -
Monitor Internal Audit and Compliance process to ensure that it is adequately
5(5)(c) 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. √ -
Hold meeting with the external or statutory auditors for review of the annual financial
5(5)(e) √ -
statements before submission to the Board for approval or adoption;
Review along with the management, the annual financial statements before
5(5)(f) √ -
submission to the board for approval;
Review along with the management, the quarterly and half yearly financial
5.5(g) √ -
statements before submission to the board for approval;
5.5(h) Review the adequacy of internal audit function; √ -

Review the Management's Discussion and Analysis before disclosing in the Annual
5(5)(i) √ -
Report;
143
5(5)(j) Review statement of all related party transactions submitted by the management; √ -
Review Management Letters or Letter of Internal Control weakness issued by
5(5)(k) √ -
statutory auditors.
Oversee the determination of audit fees based on scope and magnitude, level of
5(5)(l) expertise deployed and time required for effective audit and evalute the performance √ -
of external auditors;
Oversee whether the proceeds raised through Initial public Offering (IPO) or Repeat
5(5)(m) public Offering(RPO) or Rights Share offer have been utilized as per the purpose - - N/A
stated in relevant offer document or prospectus approved by the Commission:
5(6) Reporting of the Audit Committee
5(6)(a) Reporting to the Board of Directors
5(6)(a)(i) The Audit Committee shall report on its activities to the Board. √ -
The Audit Committee shall immediately report to the Board of Directors on the
5(6)(a)(ii)
following findings, if any:-
5(6)(a)(ii)(a) report on conflicts of interests; - - No such Incidence arose
suspected or presumed fraud or irregularity or material defect identified in the
5(6)(a)(ii)(b) - - No such Incidence arose
internal audit and compliance process or in the financial statements;control system;
suspected infringement of laws,regulatory compliances including securities related
5(6)(a)(ii)(c) - - No such Incidence arose
laws, rules and regulations;
any other matter which the Audit Committee deems necessary shall be disclosed to
5(6)(a)(ii)(d) - - No such Incidence arose
the Board immediately;
5(6)(b) Reporting to the Authorities:-
If the Audit Committee has reported to the Board about anything which has material
impact on the financial condition and results of operation and has discussed with the
Board and the management that any rectification is necessary and if the Audit
Committee finds that such rectification has been unreasonably ignored, the Audit - - No such reportable incidence arose
Committee shall report such finding to the Commission, upon reporting of such
matters to the Board for three times or completion of a period of 6 (six) months from
the date of first reporting to the Board, whichever is earlier.
5(7) Reporting to the Shareholders and General Investors
Report on activities carried out by the Audit Committee, including any report made to
the Board under condition 5(6)(a)(ii) above during the year, shall be signed by the
√ -
Chairperson of the Audit Committee and disclosed in the annual report of the issuer
company.
6. Nomination and remuneration Committee(NRC).-
6(1) Responsibility to the Board of Directors
The company shall have a Nomination and Remuneration Committee (NRC) as a sub-
6(1)(a) √
committee of the Board;
The NRC shall assist the Board in formulation of the nomination criteria or policy for
determining qualifications, positive attributes, experiences and independence of
6(1)(b) √
directors and top level executive as well as a policy for formal process of considering
remuneration of directors, top level executive;
The Terms of Reference (ToR) of the NRC shall be clearly set forth in writing covering
6(1)(c) √
the areas stated at the condition No. 6(5)(b).
6(2) Constitution of the NRC
The Committee shall comprise of at least three members including an independent
6(2)(a) √
director;
6(2)(b) All member 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; √
In case of death, resignation, disqualification, or removal of any member of the
6(2)(e) 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;
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
6(2)(f) √
the Chairperson feels that advice or suggestion form such external expert and/or
member(s) of staff shall be required or valuable for the Committee;
6(2)(g) The company secretary shall act as the secretary of the Committee; √
a
The quorum of the NRC meeting shall not constitute without attendance of at least an
6(2)(h) √
independent director;
No member of the NRC shall receive, either directly or indirectly, any remuneration
6(2)(i) for any advisory or consultancy role or otherwise, other than Director's fees or √
honorarium from the company.
6(3) Chairperson of the NRC
The Board shall select 1(one) member of the NRC to be Chairperson of the
6(3)(a) √
Committee, who shall be an independent director;
In the absence of the Chairperson of the NRC, the remaining members may elect one
6(3)(b) of themselves as Chairperson for that particular meeting, the reason of absence of the √
regular Chairperson shall be duly recorded in the minutes;
The Chairperson of the NRC shall attend the annual general meeting (AGM) to answer
6(3)(c) √
the queries of the shareholders:
6(4) Meeting of the NRC
6(4)(a) The NRC shall conduct at least one meeting in a financial year; √
The Chairperson of the NRC may convene any emergency meeting upon request by
6(4)(b) √
any member of the NRC;
The quorum of the meeting of the NRC shall be constituted in presence of either two
6(4)(c) members or two third of the members of the Committee, whichever is higher, where √
presence of an independent director is must as required under condition No. 6(2)(h);
The proceedings of each meeting of the NRC shall duly be recorded in the minutes
6(4)(d) √
and such minutes shall be confirmed in the next meeting of the NRC.
6(5) Role of the NRC
NRC shall be independent and responsible or accountable to the Board and to the
6(5)(a) √
shareholders;
NRC shall oversee, among others, the following matters and make report with
6(5)(b) √
recommendation to the Board:
Formulating the criteria for determining qualifications, positive attributes and
6(5)(b)(i) independence of a director and recommend a policy to the Board, relating to the √
remuneration of the directors, top level executive, considering the following:
The level and composition of remuneration is reasonable and sufficient to attract,
6(5)(b)(i)(a) √
retain and motivate suitable directors to run the company successfully;
The relationship of remuneration to performance is clear and meets appropriate
6(5)(b)(i)(b) √
performance benchmarks; and
Remuneration to directors, top level executive involves a balance between fixed and
6(5)(b)(i)(c) incentive pay reflecting short and long-term performance objectives appropriate to √
the working of the company and its goals;
Devising a policy on Board's diversity taking into consideration age, gender,
6(5)(b)(ii) √
experience, ethnicity,educational background and nationality;
Identifying persons who are qualified to become directors and who may be appointed
6(5)(b)(iii) in top level executive position in accordance with the criteria laid down, and √
recommend their appointment and removal to the Board;
Formulating the criteria for evaluation of performance of independent directors and
6(5)(b)(iv) √
the Board;
Indentifying the company's needs for employees at different levels and determine
6(5)(b)(v) √
their selection, transfer or replacement and promotion criteria;
Developing, recommending and reviewing annually the company's human resources
6(5)(b)(vi) √
and training policies;
The company shall disclose the nomination and remuneration policy and the
6(5)(c) evaluation criteria and activities of NRC during the year at a glance in its annual √
report.
7. External or Statutory Auditors
The issuer shall not engage its external or statutory auditors to perform the following
7(1)
servicesof the company, namely :--
7(1) (i) Appraisal or valuation services or fairness opinions; √ -
7 (1) (ii) Financial information system design and implementation; √ -
Book-keeping or other services related to the accounting records or financial
7 (1) (iii) √ -
statement;
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 services that the Audit Committee determines. √ -
b
Audit or certification services on compliance of corporate governance as required

7 (1) (viii) √ -
under condition No.9(1);
7 (1) (ix) Any other service that creates conflict of interest √ -
No Partner or employees of the external audit firms shall possess any share of the
company they audit at least during the tenureof their audit assignment of that
7(2) √ -
company; his or her family members also shall not hold any shares in the said
company:
Representative of external or statutory auditors shall remain present in the
7(3) Shareholders' Meeting (Annual General meeting or Extraordinary General Meeting) to √ -
answer the queries of the shareholders.
8. Maintaining a website by the Company.-
The Company shall have an official website linked with the website of the stock
8(1) √ -
exchange.
8(2) The company shall keep the website functional from the date of listing. √ -
The company shall make available the detailed disclosures on its website as required
8(3) √ -
under the regulations of the concerned stock exchange(s)
9. Reporting and Compliance of Corporate Governance.-
The company shall obtain a certificate from a practicing Professional Accountant or
Secretary (Chartered Accountant or Cost and Management Accountant or Chartered
9(1) Secretary) other than its statutory auditors or audit firm on yearly basis regarding √
compliance of Corporate Governance Code of the Commission and shall such
certificate shall be disclosed in the Annual Report.
The professional who will provide the certificate on compliance of this Corporate Board recommended the Professional for
9(2) Governance Code shall be appointed by the Shareholders in the annual general - due appointment by the Shareholders in
meeting. Upcoming AGM
The directors of the company shall state, in accordance with the Annexure-C
9(3) attached, in the directors' report whether the company has complied with these √ -
conditions or not.
144
(c) Ddetails relating to the issuer's audit committee and remuneration committee, including the names of
committee members and a summary of the terms of reference under which the committees operate:
Audit Committee:
In accordance with the Corporate Governance Code adopted by Bangladesh Securities and Exchange Commission (BSEC), the
Board appointed Audit Committee comprises of the following Non-Executive and Independent Directors of the Company:
1. Mr. Feroz Ahmed (Chairman of the Audit Committee);
2. Mr. Md. Abdul Awal (Member of the Audit Committee);
3. Mrs. Mahfuza Younus (Member of the Audit Committee);
4. Mr. Siddique Hossain Choudhury, Independent Director (Member of the Audit Committee);
5. Mr. Syed Al Farooque (Member of the Audit Committee);
6. Mr. Khalilur Rahman Choudhury (Member of the Audit Committee);
7. Mr. Amir Hamza Sarker (Member of the Audit Committee);
8. Mrs. Marium Akhter (Member of the Audit Committee);
9. Mr. A. B. M. Kaiser (Member of the Audit Committee);
10. Mrs. Farida Razzaq (Member of the Audit Committee);
11. Mr. K. M. Saidur Rahman (Member of the Audit Committee)
Terms of Reference of Audit Committee:

The main objective of the Audit Committee is to assist the Board of Directors to effectively carry on its responsibilities relating
to financial and other relevant affairs of the Company. The Committee is empowered to monitor, review and examine the
followings:
Oversee the financial reporting process;
Monitor implementation/ following the accounting policies and principles;
Monitor Internal Control Risk Management Process;
Oversee hiring and performance of external auditors;
Review along with the management, the Annual Financial Statements before submission to the Board for approval;
Review along with the management, the Quarterly and Half Yearly Financial Statements before submission to the
Board for approval;
Review the adequacy of Internal Audit team performance in terms of internal audit report;
Review statement of significant related party transactions submitted by the management;
Review Management Letters/ Letter of Internal Control weakness issued by statutory auditors;
When money is raised through Initial Public Offering (IPO)/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.
145
Remuneration Committee:
The Board appointed Remuneration Committee comprises of the following members:

1. Mr. Siddique Hossain Choudhury, Independent Director (Chairman of the Remuneration Committee);
2. Mrs. Farida Razzaq (Member of the Remuneration Committee);
3. Mr. Syed Al Farooque (Member of the Remuneration Committee);
4. Mr. Md. Abdul Awal (Member of the Remuneration Committee); and
5. Mr. K. M. Saidur Rahman (Member of the Remuneration Committee).
Terms of Reference of Remuneration Committee:
The Remuneration Committee has been established to assist the Board in developing and administering a fair and
transparent procedure for setting policy on the remuneration of directors and senior management of the Company
and for determining their remuneration packages and to review and oversee the Company's overall human
resources strategy. The Committee is empowered to perform, monitor, review and examine the followings:
Determine the remuneration of the Company's Chief Executive Officer, the Chairman, the
Executive Directors and the Company Secretary;
Review the ongoing appropriateness and relevance of the remuneration policy;
Approve the design of, and determine targets for any performance related schemes and annual
payments made under such schemes;
Review the design of all new long-term schemes and significant changes to such schemes for
approval, in each case, by the Board and shareholders;
Determine the total individual remuneration package of each Executive Director, the Company Secretary
and the Chairman including bonuses, incentive payments and any compensation payments;
Monitor the level and structure of remuneration for senior management;
Oversee any major changes in employee benefits structures throughout the Company or the Group;
Review the policy for authorizing claims for expenses from the Chief Executive Officer and the
Chairman;
Ensure that all provisions regarding disclosure of remuneration;
Review of the Remuneration Committee’s performance;
Review of and proposed amendment to the terms of reference;
Approval of the Directors' remuneration report;
Be responsible for establishing the selection criteria, selecting, appointing and setting the terms of
reference for any remuneration consultants who advise the Remuneration Committee; and
Obtain reliable, up-to-date information about remuneration in other companies, with a view to judging
where to position the Company relative to other companies. The Remuneration
Committee shall have full authority to commission any reports or surveys which it deems necessary to
help it fulfill its obligations.
146
SECTION XV: VALUATION REPORT OF SECURITIES PREPARED BY THE

ISSUE MANAGERS
The valuation report of securities offered is prepared and justified by the issue managers on the
basis of the financial and all other information pertinent to the Issue.
VALUATION REPORT OF SECURITIES PREPARED BY ISSUE MANAGERS
Qualitative Justification
Highly committed and Experienced Management team
Efficient marketing team and achieve target business with significant growth
Capital maintenance ratio increased
Good numbers of valued client continuing business with EIL since inception
Efficient Investment portfolio
Visionary Board of Directors
Instituting Corporate Governance
Sound Track Record
Earnings Growth is positive
Building and maintaining good relationship with insurance companies
Ability to meet its ongoing insurance policy and contract obligations
Quantitative Justification
The justification of the offer price is presented below for users’ decision-making:
Fair Value
Sl. No. Valuation Methods
(BDT)
Net Asset Value (NAV) at historical or Current costs 18.72
(With Revaluation Reserve)
Method -01
Net Asset Value (NAV) at historical or Current costs 16.65
(Without Revaluation Reserve)
Method -02 Historical Earnings based value per share 20.24
Method-03 Yearly Average market price of Similar Stocks 21.74
Method -04 P/BV Multiple of Similar Stocks Based Valuation 24.09

147
Method -01:
With Revaluation Reserve

As on 31 December 2018
Particulars Note Taka
Share Capital A 391,184,640
Retained Earnings B 87,491,412
Revaluation Reserve C 80,975,293
Reserve for exceptional losses D 172,594,241
Total Shareholders’ Equity as 31 December 2018 A+B+C+D = E
732,245,585
(A+B+C)
Number of Shares Outstanding F 39,118,464
Net Asset Value (NAV) per share with revaluation 18.72
Without Revaluation Reserve

Particulars Note Taka
Share Capital A 391,184,640
Retained Earnings B 87,491,412
Reserve for exceptional losses C 172,594,241
Total Shareholders’ Equity as 31 December 2018 A+B+C= D 651,270,293
(A+B+C)
Number of Shares Outstanding E 39,118,464
Net Asset Value (NAV) per share without revaluation 16.65
Method-02:
Earning Based Value per Share

Weighted Average no. Weighted Average net
Year No. of Shares Net Profit After Tax
of shares profit after tax
December 31, 2018 39,118,464 43,841,610 0.206896552 9,070,678
December 31, 2017 39,118,464 46,766,229 0.206896552 9,675,772
December 31, 2016 39,118,464 49,264,330 0.206896552 10,192,620
December 31, 2015 39,118,464 56,505,360 0.206896552 11,690,764
December 31, 2014 32,598,720 85,789,736 0.172413793 14,791,334
Total 189,072,576 282,167,265 1 55,421,167
Total Number of Shares Before IPO 39,118,464
Weighted Average EPS 1.42
Average Sector P/E [Last 12 Months Sector Average] 14.29
Average Market P/E for 12 Months 15.08
Earning Based Value of the Stock 20.24
148
*Considering current capital market scenario and trend of market PE, we have considered sector
PE which is lesser between above two factors.
Calculation Relevant Sector P/E multiple (12 month)
Month Sector P/E Market P/E

Dec-18 11.74 15.19
Jan-19 16.48 16.38
Feb-19 15.86 16.19
Mar-19 13.92 16.14
Apr-19 12.98 14
May-19 14.38 13.97
Average 14.285 15.075
Source: DSE Monthly Review December 2018 to May 2019
Method-03: Yearly Average market price per share of similar stocks-based valuation
As per information from Dhaka Stock Exchange Limited, there exist forty-seven listed insurance
companies. We have just considered four companies among them, which are recently listed non-life
insurance companies and similar paid up capital for valuation of securities of Express Insurance Ltd.
Yearly Average Market Price of Similar Stocks

Islami Insurance BD Provati Insurance Dhaka Insurance Bangladesh National
Month
Ltd. Limited Co. Ltd Issuance co Ltd.
Jun-18 27.40 15.40 18.40 14.10
Jul-18 24.40 15.30 18.40 14.50
Aug-18 21.10 20.10 20.50 16.20
Sep-18 22.40 18.10 24.40 16.30
Oct-18 21.22 17.80 22.00 16.00
Nov-18 20.20 15.70 18.90 15.30
Dec-18 21.70 17.10 20.30 16.40
Jan-19 27.00 39.40 30.20 24.90
Feb-19 24.00 40.40 27.10 25.00
Mar-19 20.30 34.10 23.20 19.40
Apr-19 17.70 26.60 20.20 18.10
May-19 21.20 29.00 25.40 20.90
Average 22.39 24.08 22.42 18.09
Average Market price of similar Stocks is BDT 21.74
Source: DSE monthly Review and www.dsebd.org

149
Method-04:
P/BV Multiple of Similar Stocks Based Valuation
Sl. Average Price of

Company NAV P/BV
No. last year
1 Islami Insurance BD Ltd

22.39 14.17 1.58
2 Provati Insurance Co. Ltd
24.08 17.59 1.37
3 Dhaka Insurance Co. ltd
22.42 18.75 1.20
4 Bangladesh National Insurance Co. ltd
18.09 18.02 1.00
Average P/BV of above companies 1.29
P/BV Multiple of Similar stock-based valuation
a. Net Asset Value (NAV) per share of Express Insurance Ltd 18.72
b. Average P/BV of above companies 1.29
Fair Price (a*b) (BDT) 24.09
Note: Among forty-seven non-life insurance companies, we have considered only four companies,
which are recently been listed with the Dhaka Stock Exchange.
Source: DSE Monthly Review and www.dsebd.org

150
SECTION: XVI DEBT SECURITIES
The Company has not issued any type of debt securities before and is not planning to issue in near
future.
SECTION: XVII PARTIES INVOLVED AND THEIR RESPONSIBILITIES
Parties involved with EIL Responsibilities
The Issue Manager will act as the

managers to the issue for the public issue
(a)Issue Manager as described in the Bangladesh Securities
and Exchange Commission (Public Issue)
Rules, 2015.
BLI Capital Limited
1. AAA Finance & Investment Limited

2. Southeast Bank Capital
Services limited The Underwriters will act as the
3. BD Finance Capital Holdings underwriters to the public issue as
(b)Underwriters Limited described in the Bangladesh Securities and
4. BLI Capital Limited Exchange Commission (Public Issue) Rules,
5. Roots Investment Limited 2015.
6. Alpha Capital Management Limited
To express an opinion on these financial

Ahmed Zaker & Co. statements based on their audit. Auditor
(c)Auditor
Chartered Accountants will conduct the audit in accordance with
Bangladesh Standards on Auditing (BSA).
(d)Cost and Management
No N/A
Accountants
Aziz Halim Khair Chowdhury & Co. To determine a fair market value of asset
(e)Valuer
Chartered Accountants and liability.
(f)Credit Rating Agency No N/A
151
SECTION: XVIII MATERIAL CONTACTS
a) Major agreements entered into by the issuer;

1. Underwriting Agreements between the Company and the Underwriters.
Contract Material parts of the agreements
Signing Date April 19, 2017
This Agreement shall be valid until completion of

Tenure subscription of shares and unless this Agreement is
extended or earlier terminated in accordance with
the terms of this Agreement
1. In case of under-subscription in any category by

Underwriting agreements with up to 35% in an Initial Public Offer, the
1.Southeast Bank Capital undersubscribed portion of securities shall be taken
Services Limited up by the underwriter.
2. AAA Finance & Investment Ltd
3. BLI Capital Ltd 2. In case of failure to deposit the remaining
4. Roots Investment Limited amount by the eligible investors, the unsubscribed
5.Alpha Capital Management Ltd securities shall be taken up by the underwriter.
6.BD Finance Capital Holdings
Limited 3. If and to the extent that the shares offered to the
public by a prospectus authorized hereunder shall
not have been subscribed and paid for in cash in full
by the Closing Date of subscription, the Company
shall within 10 (Ten) days of the closure of
Principal Terms and
subscription call upon the underwriter in writing
Condition
with a copy of the said writing to the Bangladesh
Securities and Exchange Commission, to subscribe
the shares not subscribed by the closing date and to
pay for in cash in full, for such unsubscribed shares
within 15 (Fifteen) days after being called upon to
do so. If payment is made by Cheque/Bank Draft by
the underwriter it will be deemed that the
underwriter has not fulfilled his obligation towards
his underwriting commitment under this
Agreement, until such time as the Cheque/Bank
Draft has been encashed and the Company’s
account credited. In any case within 7 (seven) days
after the expiry of the aforesaid 15 (fifteen) days,
the Company shall send proof of subscription and
payment by the underwriter to the Commission.
152
2. Issue Management Agreement between the Company and Issue Managers
Signing Date: April , 2017
This Agreement shall automatically stand invalid upon completion of

Tenure: IPO Procedure and unless this Agreement is extended or
earlier terminated in accordance with the terms of this Agreement.
1. The scope of services to be rendered by the Issue Managers to the

Issuer under Fixed Price method shall be as detailed hereunder:
a. Regulatory Compliance
b. Underwriting CO-Operation
c. Issue Arrangements
d. Public Offer and Distribution of Prospectus
2. The ISSUE MANAGERS take the responsibility to take such steps
Issue Management as are necessary to ensure completion of allotment and dispatch of
Agreement with letters of allotment and refund warrants to the applicants according
to the basis of allotment approved by the Bangladesh Securities and
1. AAA Finance & Exchange Commission. The ISSUER undertakes to bear all expenses
Principal Terms and
Investment Ltd relevant to share application processing, allotment, and dispatch of
Condition:
2. IIDFC Capital letters of allotment and refund warrant. The ISSUER shall also bear
Limited all expenses related to printing and issuance of share certificate and
3. BLI Capital connected govt. stamps and hologram expenses.
Limited 3. Without prejudice ISSUER hereby declares that it agrees to
comply with all statutory formalities under Companies Act,
Guidelines issued by Bangladesh Securities and Exchange
Commission and other relevant status to enable it to make the issue.
4. The ISSUE MANAGERS hereby undertake to keep in strict
compliance all information (whether written or oral) proprietary
documents and data secured in connection with or as a result of this
Agreement (Confidential Information) and shall limit the availability
of such information to employees, who have a need to see and use it
for the express and limited purpose stated in this Agreement.
5. The Issuer and ISSUE MANAGERS shall ensure compliance of the
Bangladesh Securities and Exchange Commission (Public Issue)Rules,
2015, The Listing Regulations of Stock Exchanges, The Companies
Act, 1994, the Securities and Exchange (Amendment) Act, 2012and
other relevant rules, regulations, practices, directives, guidelines etc.
(c) Fees payable to different parties
Name of the Parties Role Fees Payable
1. Southeast Bank Capital Services Limited

2. AAA Finance & investment Ltd.
0.50% on the
3. BLI Capital Ltd.
Underwriters underwritten amount by
4. Roots Investment Limited
the underwriters
5. Alpha Capital Management Ltd.
6. BD Finance Capital Holdings Limited
1. AAA Finance & Investment Ltd
2. IIDFC Capital Limited Maximum 2.00% on the
Issue Managers
3. BLI Capital Limited public offer amount.
153
SECTION XIX: LITIGATIONS, FINE OR PENALTY
(a) The following litigations including outstanding litigations against the issuer or any of its
directors and fine or penalty imposed by any authority:
The Issuer or directors of Express Insurance limited was not involved in any of the following types of legal
proceedings except the mentioned below:
There was a litigation filed by M/S. Yasmin Spinning Mills Ltd.

against the Company demanding TK. 3,43,24,748 (Taka three Crore
forty three lac twenty four thousand & seven hundred forty eight)
I. Litigation involving Civil Laws :
regarding a fire claim in the 5 th Court of Joint District Judge Dhaka.
Suit Number no.249/2010 dated 21/07/2010. The Case is pending
for disposal.
Litigation involving Criminal There is no conviction of the Issuer or any of its director(s) in a
II. :
Laws criminal proceeding
As on September 09, 2014 penalty of Tk.500,000 imposed on the

Company and Tk.100,000 on the then M.D. by IDRA under rule
Litigation involving Securities,
III. : 130(b) and 134 respectively of the Insurance Act, 2010. The
Finance and Economic Laws Company paid all these amounts penalized duly and settled the
issue.
There is no conviction of the Issuer or any of its director(s) in

IV. Litigation involving Labor Laws :
connection to applicable Labor Laws
Litigation involving Taxation

(Income tax, VAT, Customs
V. : connection to taxation (Income tax, VAT, Customs Duty and any
Duty and any other
other taxes/duties)
taxes/duties)
Litigation involving any other
VI. : There is no litigation involving any other Laws
Laws
(b) Outstanding cases filed by the company or any of its directors:
There are no outstanding cases filed by the issuer or any of its directors to any of the following types
of legal proceedings except VAT, Income Tax and others as except the following as mentioned below:
I. Litigation Involving Civil Laws : There is no litigation involving civil Laws.
1. Mr. Md. Asadul Islam was in Charge of VIP Road Branch of the
Company. While he was in the service, on 28.11.2012 he availed a
loan of Tk.2,50,000 from the Company. He repaid only Tk.1,80,000
and Tk. 70,000 was outstanding. He also received Tk.1,03,917 from
petty cash. Total outstanding was Tk.1,73,917. He was asked to
Litigation involving Criminal Laws
II. :
repay the outstanding dues of Tk.1,73,917. Mr. Md. Asadul Islam
submitted a cheque for Tk.1,73,917 (dated 12.02.2014 drawn on
One Bank Ltd.) The cheque was placed in due time for encashment
but the cheque was bounced due to insufficient fund.
Subsequent a legal notice was served & a legal notice was also
154
published on 24.04.2014 in “The Daily Janata”. But Mr. Asad did

not respond and thus he committed offence U/S. 138 of NI Act.,
1881. Accordingly, a CR case has been filed against Mr. Asad in
the court of the Chief Metropolitan Magistrate, Dhaka realizing
Company’s fund. Subsequently the case has been settled and
verdict was given on company’s favour.
2. Mr. Md. Rafiq Ahmed was In-charge of Jubilee Road Branch,
Chittagong, of the Company. It was revealed that while he was
in the service he did not deposit in Company’s a/c, the
insurance premium he collected. Thus, he defalcated
Tk.7,02,515. As per understanding he agreed to repay
Tk.4,18,775 and accordingly Mr. Rafiq gave Company 3 cheques
of Tk.1,50,000, Tk. 1,50,000 and Tk. 1,18,775. All the three
cheques were of NRB Global Bank Ltd., Jubilee Road Branch,
Chittagong. In due time, all the 3 cheques were placed for
collection but the cheques were bounced for insufficient fund.
Mr. Rafiq Ahmed were informed of the situation, but he did not
take any step for encashment of the cheques. Accordingly, legal
notices were served upon him. But he did not respond and thus
he committed offence U/S. 138 of NI Act., 1881. Subsequently 3
CR case has been filed against Mr. Rafiq Ahmed in the Court of
the Chief Metropolitan Magistrate, Chittagong. All the cases
have been shifted to 1st joint Metropolitan Session Court,
Chittagong for trail and the trail is in progress.
Litigation involving Securities, There is no litigation involving Securities, Finance and Economic
III. :
Finance and Economic Laws Laws.

IV. Litigation involving Labor Laws :
connection to applicable Labor Laws
1.A petition has been filed regarding disputed additional VAT
and panel VAT demanded by Customs, Excise, VAT Authority in
The Hon’ble Supreme Court of Bangladesh High Court Division.
Writ petition number no.7744 dated 10/08/2006. The petition
Litigation involving Taxation
is pending for disposal.
(Income tax, VAT, Customs
V. :
Duty and any other 2. A Petition has been filed in the Supreme Court of Bangladesh
taxes/duties) High Court Division regarding demand of additional Income Tax
by Income Tax Authority, assessment year 2012-2013 to 2014-
2015. Income Tax Reference Application no. 394 of 2016, dated
17.08.2016. The petition is pending for disposal.
Litigation involving any other

VI. : There is no litigation involving any other Laws
Laws
155
SECTION XX: RISK FACTORS AND MANAGEMENT’S PERCEPTIONS ABOUT THE RISK
Any investment always associates with both internal and external risk factors having both direct and
indirect effect on the investments made by the investor. Among those risks some can be averted, others
are beyond control, which may cause loss. Before making any investment decision, investors need to
consider the associated risk factors, the risk premium and management perception. If any of the following
risks actually happens in the business, operational results and financial conditions could suffer and
investors could lose their investments partly or fully. The management of Express Insurance Limited
perceives the following risk factors, both external and internal, which are enumerated hereunder:
Any investment always associates with some internal/ external risk factors and among the factors some
can be averted, other are beyond control. The management of Express Insurance Limited considers some
risk factors involving their business which are described as under:
(i) Internal risk factors may include, among others:
a) Credit Risk:
This is the risk of default on a debt that may arise because of default by the borrower to pay
the loan. In operating any business there is always credit risk lies in the business. As there is
always lending and borrowing between parties in the form of money and goods.
Management Perception:
Credit Risk mainly lies with Financial Institutions and the manufacturing company which sells its
products in credit. Since Express Insurance Limited is involved in insurance business, there is no
such credit risk.
b) Liquidity Risk:
The risk that a company may be unable to meet short term financial demands. This usually
occurs due to the inability to convert its current assets to cash without a loss of capital or
income. Liquidity is a common phenomenon of the business.
EIL conducts liquidity management in a manner that maintains stability and flexibility in day-to-
day funding activities. The Company manages its working capital in efficient way to maintain
required liquidity. We are also controlling regular payment of cheques, cash inflow and outflow,
maturity of deposits and our access to other funding sources as and when required.
c) Risk associated with the issuer’s interest in subsidiaries, joint ventures and associates:
If the subsidiaries make loss, it affects parent company’s balance sheet. In case of associate,
there is chance of decline value of investment in associate company. As for joint venture, a
joint venture (JV) is a business arrangement in which two or more parties agree to pool their
resources for the purpose of accomplishing a specific task. This task can be a new project or any
156
other business activity. In a joint venture (JV), each of the participants is responsible for profits,
losses and costs associated with it.
Express Insurance Ltd. has no subsidiary and associate.
d) Significant revenue generated from limited number of customers, losing any one or more of
which would have a material adverse effect on the issuer:
There is risk involved in having limited number of customer and losing of that particular
customer has negative impact on company’s sales and cash flow as well.
The Company is not dependent on any particular or limited number of customers to operate our
business and our management is always keen to find out new customers which boost up the
sales. We maintain a good relationship with our customers and take feedback about our
services. There is less chance to lose customers and losing any one will not affect company’s
profitability for its demand, high quality and competitive service.
e) Dependency on a single or few suppliers of raw materials, failure of which may affect
production adversely:
There is also risk involved in having limited number of suppliers as well. Single or few suppliers
may exploit the company by price hike, untimely delivery and low quality of product.
By the nature of business Express Insurance Limited has not this type of risk.
f) More than 20% revenue of the issuer comes from sister concern or associate or subsidiary:
Having 20% revenue generation from sister concern or associate or subsidiary makes issuer
dependent on others companies. Hence, there is dependency risk.
We do not have any sister concerns and associate.
g) Negative earnings, negative cash flows from operating activities, declining turnover or
profitability, during last five years, if any:
Negative earning and negative operating cash flow are risk under the going concern risk for
the entity.
The Company has no negative earnings and negative cashflow. We have been operating us
business efficiently. But due some business competition lasts few years the revenue is in
reducing mode. We are trying to enhance our business in diversified sector to carry the
business in upward profitability.
h) Loss making associate/subsidiary/group companies of the issuer:

When associate/subsidiary/group companies of the issuer are loss making, it affects
the issuer and there is negative impact on cash flow of issuer and Balance Sheet as
well.
157
We do not have any associate.
i) Financial weakness and poor performance of the issuer or any of its subsidiary or
associates:
Financial weakness and poor performance of the issuer have negative impact on the
company. As a result, it will be tough to pay loan interest, debt service and dividend.
Future growth will be hampered.
The Company is financially sound and has been operating with good performance.
Besides, as the Company has no associate/subsidiary/associate company, the risk of loss
arising from these types of concern due to their financial weakness and poor
performance is not related to EIL as such.
j) Decline in value of any investment:

If investment value decline, it will reduce the profit and assets as well.
EIL has investment in bonds and stocks which is almost.
k) Risk associated with useful economic life of plant and machinery, if purchased in
second hand or reconditioned:
There is obsolescence risk relating to plant and machinery. If the machinery is purchased
in second hand or reconditioned, there high risk of repair and maintenance which has
impact on profitability of the company.
By the nature of business EIL has no plant and machineries, therefore this type of risk will
not arise.
l) Adverse effect on future cash flow if interest free loan given to related party or such
loans taken from directors may recall:
It is loan given and taken from related party and directors as well. If company gives such
loan without interest to related party, there is interest burden for the company if the
money was taken as loan. On the other hand, if such loan is taken from directors, it will
have an impact on the cash flow to pay off the loan to the Directors.
There is no such loan given to related party or loan taken from directors.
m) Potential conflict of interest, if the sponsors or directors of the issuer are involved with
one or more ventures which are in the same line of activity or business as that of the
issuer and if any supplier of raw materials or major customer is related to the same
sponsors or directors:
In these cases, there is high chance of compromise among the related companies
because of conflict of Interest.
158
There is no potential conflict of Interest as we do not have any venture which is in the
same line of activity.
n) Related party transactions entered into by the company those may adversely affect
competitive edge:
Related party transaction of the issuer creates conflict of interest which reduces the
competitive advantage of the issuer.
There is no as such transaction which may adversely affect competitive edge.
o) Any restrictive covenants in any shareholders' agreement, sponsors' agreement or any

agreement for debt or preference shares or any restrictive covenants of banks in
respect of the loan/ credit limit and other banking facilities:
All information must be known to the potential investor so that investor’s interest may
not be hampered in future. So, any restrictive covenants, if it goes against potential
investors, will make investors in jeopardy.
There are no restrictive covenants in any shareholders’ agreement, sponsors’ agreement
or any agreement relating to debt or preference shares or any restrictive covenants of
Banks in respect of loan or credit limit and other banking facilities.
p) Business operations may be adversely affected by strikes, work stoppages or increase

in wage demands by employees:
In such case, company’s business operation will be hampered.
We are used to with the political unrest for long time and our business industries are used
to dealing with this phenomenon. Moreover, by nature of business we have no worker
than officials and we offer a competitive salary structure for our employee for their job
satisfaction.
q) Seasonality of the business of the issuer:

It is the risk involving that company is not doing business round the year.
By nature of business EIL has no seasonal aspect.
r) Expiry of any revenue generating contract that may adversely affect the business:
This is the risk of losing customers affecting future sales.
We do not have any revenue generating contract that may adversely affect the business.
s) Excessive dependence on debt financing which may adversely affect the cash flow:
Excessive dependence on debt causes huge interest burden of the company and high risk
of insolvency that may result in bankruptcy.
159
EIL has no debt financing from the year 2012, therefore there is no possibility of risk in this
respect.
t) Excessive dependence on any key management personnel absence of whom may have
adverse effect on the issuer’s business performance:
Excessive dependence on key management affects the business if the management is

changed in future, which will create vacuum. Besides, if the key management personnel
is of bad intention, excessive dependence will also affect the business.
Corporate Governance is well practiced in our company. We have also well-placed
organogram in our company. Hence, any change in the key management can be replaced
with other persons.
u) Enforcement of contingent liabilities which may adversely affect financial condition:
It is the future burden of liabilities that the investors will take on their shoulders.
Contingent liabilities reduced the assets or create obligation to pay the liabilities.
We do not have any contingent liabilities which may adversely affect financial condition.
v) Insurance coverage not adequately protect against certain risks of damages:
Insurance ensures and protects to deal with uncertainty of future material loss/damage.
So, insurance coverage is important for the business.
w) Absence of assurance that directors will continue its engagement with Company after
expiry of lock in period:
Directors run the company with the accumulated finance from public and other financing
source. If directors discontinue to run the business, there will be negative impact on
business and share price as well.
Our directors are involved in the business for long time and they will continue the business
after expiry of lock in period.
x) Ability to pay any dividends in future will depend upon future earnings, financial
condition, cash flows, working capital requirements and capital expenditure:
Dividend payment is highly dependent on company’s ability to generate profit. If
company cannot earn good amount of profit from operation, it is unlikely to pay
dividend.
160
We are a financially sound company and every year earn good amount of profit. We are in belief
that we will be able to pay dividend regularly from our earning in the years to come
considering financial condition, cash flows, working capital requirements, capital
expenditure as well as government’s initiatives taken for the development of this sector at
present.
y) History of non-operation, if any and short operational history of the issuer and lack of
adequate background and experience of the sponsors:
If there is any history of non-operation of the company, it creates negative impression.
Apart from this, short operation history indicates company is gathering knowledge and
expertise to be competitive in the market.
Such case did not happen in the history of our company.
z) Risks related to engagement in new type of business, if any:

If it is new business, there is a risk of viability of the new business.
There is no as such risk as we are not engaged in any new type of business.
aa) Risk in investing the securities being offered with comparison to other available investment
options:
If the issue price goes down after floating, there is investment risk for the potential
investors.
We are profitable entity and our business growth will continue in longer period. It is not
risky in investing securities in this company with comparison to other available investment
options.
bb) Any penalty or action taken by any regulatory authorities for non-compliance with
provisions of any law:
An Audit team of Insurance Development and Regulatory Authority (IDRA) on 12-11-2012
inspected Jubilee Road Branch, Chittagong of our Company, for audit purpose for the
period from 01-04-2012 to 31-10-2012. In their report, they mentioned that some
deviation/irregularities were happened in the Branch regarding credit transaction & not
deduction of tax & VAT at sources.
There are no such issues except mentioned above in the history of Express Insurance ltd.
Actually, there was no credit transaction rather it was late deposit of premium only for 2
to 3 days as there were weekly holidays in between deposit of cheques & encashment of
the same. As regards deduction of Tax & VAT from the payment of Agency commission,
it was practiced to realize tax & VAT from the Agency Commission at Head office at the
time of calculation/payment of Agency commission. In spite of our clarification IDRA
imposed a penalty of tk. 5, 00,000/- on Express Insurance Limited & Tk.1,00,000 on the
then M.D.& CEO. We complied with the order/decision of Insurance Development and
Regulatory Authority (IDRA) and paid the whole amounts by pay order in due time and
now it is a settled issue. Management is now very cautious to control and check such
error in future.
161
cc) Litigations against the issuer for Tax and VAT related matters and other government
claims, along with the disclosures of amount, period for which such demands or claims
are outstanding, financial implications and the status of the case:
1. A Petition has been filed by EIL in the Supreme Court of Bangladesh High Court Division
regarding demand of additional income Tax by Income Tax Authority amounting Tk.
95,115,567 for the assessment year 2012-2013 to 2014-2015. The petition is pending for
disposal.
2. A petition has been filed regarding disputed additional VAT and panel VAT amounting Tk.
9,82,670 demanded by Customs, Excise and VAT Authority in The Hon’ble Supreme Court of
Bangladesh High Court Division. Writ petition number no.7744 dated 10/08/2006 which is
pending for disposal.
Income Tax Authority does assessment of tax of insurance companies in the light of
Insurance Rules, 1958 which was introduced about 60 years back where celling of
allowable management expenditure is very less and not time relevant. In a case filed by
an Insurance Company of the country Hon’ble High Court Passed an order to Income Tax
Authority to assess tax in this regard as per Income Tax Rules. Income Tax Authority has
filed an appeal against the order in the Appellate Division of the Hon’ble Supreme Court of
Bangladesh and got stay order. Since the Hon’ble High Court passed order in favor of the
Insurance Company, it is expected that the Hon’ble Appellate Division may up hold the
verdict of the High Court. In that case tax liabilities of EIL will be reduced substantially.
Besides, every year EIL makes provision for income tax regularly out of yearly income
which stands BDT 184,345,341 in the statement of financial position in the financial year
2018.
dd) Registered office or factory building or place of operation is not owned by the issuer:
Factory building should be owned by the company. Otherwise, there is risk of hike in
factory rent in the years to come and threat of shifting the factory as well.
EIL is the owner of its registered office and the branch offices are rented for long term
agreement. Therefore, no risk will be arisen in this respect.
ee) Lack of renewal of existing regulatory permissions/ licenses:

In this case company is not following the law to renew its all licenses.
There is no such issue relating to lack of existing regulatory permissions/ licenses.
ff) Failure in holding AGM or declaring dividend or payment of interest by any listed
securities of the issuer or any of its subsidiaries or associates:
Failure in holding AGM or declaring dividend indicates the lack of compliance to the
regulatory rules. Failure of payment of interest indicate the poor cash generation to the
company to pay interest and debt service. The overall impression will be negative for the
company.
The Company does not have any subsidiary or associate or listed securities and thus no
such risk arisen.
162
gg) Issuances of securities at lower than the IPO offer price within one year:
The management ultimate goal is to maximize the wealth of the company. If share price
goes up, it maximizes wealth of the company. On the other hand, if share price goes
down, it minimizes the wealth of the company.
EIL has been profitable entity. It has potentiality to grow in future. We believe that our
IPO offer price will not be lower within one year.
hh) Refusal of application for public issue of any securities of the issuer or any of its
subsidiaries or associates at any time by the Commission:
If any refusal happened in the above cases, it will create negative impression to the
issuer.
EIL applied to BSEC for permission of IPO on April 30, 2013 but in the meantime on
August 30, 2015 the company raise its capital through stock dividend. For this purpose,
on January 04, 2016 BSEC issued a letter to submit the further application and revised
prospectus reflecting the dilution effect and updated accounts. It was a regular process
for the company and there was no defamation issue regarding the matter.
(ii) External risk factors may include among others:
a) Interest Rate Risks;

Interest rate risk is associated with the fluctuations in market interest rates which cause a
company’s cost of debt to increase. Changes in the Government’s monetary policy also tend to
increase the interest rates. High rate of interest may adversely affect the operating results and
financial performance of the Company with additional financial charges and squeezes the profit
of the company.
EIL currently doesn’t enjoy any loan facility, therefore there is no interest rate risk associated with
the Company.
b) Exchange Rate Risks;

Unfavorable volatility or fluctuations of foreign currency to BDT exchange rate may have an
impact on the cost structure and profitability of the company.
By the nature of business EIL has no opportunity to happen this because of it operates in local
market and deals with local currency only.
c) Industry Risks;
i. Market demand:
Company’s sales and revenues are depended on the aggregate demand of its services.
Any economic recession, changes in requirements, national income and other related
factors may cause to decline the market demand of The Company services.
163
Management perception:
Strong brand loyalty of the company’s services to its customers has enabled the
Company to capture significant market share in the sector. The Company is continuously
penetrating into the market and upgrading the quality of the products to minimize the
market risks.
ii. Raw materials and energy costs:

Instability in raw materials and energy costs may hamper the profitability of The
Company significantly. A recent government decision regarding escalation of electricity
prices will put a huge pressure on the product cost of the local business.
There are no such raw materials for this company as we operate in service sector. For
power and electricity, EIL has own power generator for uninterrupted service. The
electricity cost is same for all other competitors so it will be adjusted with price
accordingly.
d) Economic and Political risks;

Economic risks:
The growth of The Company could be adversely affected by various factors such as political
or regulatory action, including adverse changes in liberalization policies, social disturbances,
terrorist attacks and other acts of violence or war, natural calamities, commodity and
energy prices and various other factors. Any significant changes may adversely affect our
business and financials.
Bangladesh economy is booming for last few years. Consistent industrial growth along with
increased agricultural production has made the per capita income higher than that of recent
years. In addition, favorable government policies and industry friendly policies by other
regulatory bodies have proved to be congenial to the economy of the country. The
management of The Company is aware of such risks.
Political risks:
Bangladesh is prone to serious unrest in the political condition which produces hartal, road-
block and many other barriers to the business. This could also push the cost of the product
upwards.
During the last forty years of post-independence period, Bangladesh has gone through a
variety of political situations. But recently, a stable political atmosphere is prevailing in the
country. Both the ruling and opposition parties are committed to the betterment of the
country. Political parties are thinking for growth of the country.
e) Market and Technology-related Risks;
Market risks;
EIL is operating in a free market economy regime. The company might have to face stiff competition
from its competitors.
164
Last few years EIL doing its business soundly and earned a good fame in the insurance sector. Management of
EIL believe that they can manage the market risk in future.
Technology-related risks;
Technology always plays a vital role for each and every type of business. Innovation of new and
cost-effective technology can increase utility and reduce costs of service. On the other hand,
obsolete technology may have a negative impact on the business.
EIL applies the latest technology in the insurance management process.
f) Potential or existing government regulations;

The Company operates under Companies Act, Insurance Development Regulatory Authority (IDRS),
Taxation policy adopted by NBR, Bangladesh Securities and Exchange Commission (BSEC)’s Rules and
Rules adopted by other regulatory bodies. Any abrupt changes of the policies formed by those
bodies will impact the business of The Company adversely.
Economy of Bangladesh has been developing over the decades because of business-friendly Rules
and Regulations adopted by the various regulatory bodies of the country. Unless any adverse
policies are taken, which may materially affect the industry as a whole, the business of The Company
will not be affected.
Government emphasizes on the growth of local industry to meet the local need. Yet the promoters
and the sponsors have endeavor to convince the policy makers for adopting favorable terms and
conditions, which will eventually help the industry to compete with the low-cost locations in the
global arena and to save foreign currency.
g) Potential or existing changes in global or national policies;

Changes in the existing global or national policies can have either positive or negative impacts for
the company. Any scarcity or price hike or global or national policy change may hamper the
profitability.
Political turmoil and the disturbance are bad for the economy and so for the company. The Company
can prosper in situation of political stability and a congenial business environment. The management
of EIL is always concerned about the prevailing and upcoming future changes in the global or
national policy and shall response appropriately and timely to safeguard its interest.
h) Statutory clearances and approvals those are yet to be received by the issuer;
Statutory clearance and approval is imperative for any business to start off. There are many
statutory clearances and approvals need by the regulatory authority in order to be monitored,
controlled and guided.
We have been in the business over 16 years. We have collected all the statutory clearance to operate
our business. Hence, there are no as such risk for our Company.
165
i) Competitive condition of the business;

EIL is operating in a free market economy regime. The Company might have to face hard
competition from its competitors. Availability of different types of insurance service adds to the
competition, challenging the profitability of the business.
Bangladesh is the prime source of cheapest labor in the world, gaining comparative advantages for
its industries over their global competitors. Other overhead costs are also low in Bangladesh. As a
result, The Company has been able to maintain its cost of service most competitive. Moreover, over
the last few years the Company has built a trustworthy relationship with its customers and we
expect in future it will help the Company to almost avoid or to lower the competition with others.
j) Complementary and supplementary products/services which may have an impact on business

of the issuer.
Complementary goods are paired goods. Two goods (A and B) are complementary when using more
of goods A requires the use of more of goods B. For example, the demand for one goods (printers)
generates demand for the other (ink cartridges). Supplementary goods are two goods that are used
together. For example, if we have a car, we also need petrol to run the car. Supplementary goods
have a negative cross elasticity of demand. For instance, when price of petrol goes up, demand for
petrol and cars goes down.
The Company has not faced any challenges relating to supplementary and complementary products
and Management are concerned with the issue. In future, if necessary, management may diversify
the product to be competitive over the competitors.
(iii) Others Risk:
As per our thinking, there is no other risk associated with the business of EIL.
166
SECTION: XXI DESCRIPTION OF THE ISSUE

(a) Issue Size:
The proposed Initial public offering (IPO) of EIL is Tk. 260,790,000 under Fixed Price Method.
(b) Number of securities to be issued;
The Company intends to issue 26,079,000ordinary shares of Tk. 10.00 each at an issue price of Tk. 10.00
through Initial public offering (IPO) totaling to Tk. 260,790,000 under Fixed Price Method subject to
regulatory approvals.
(c) Authorized capital and paid-up capital;
Particulars Capital in Taka

Authorized Capital:
750,000,000
75,000,000 Shares @ Taka 10.00 each
Issued & Fully Paid Up capital:
391,184,640
39,118,464 ordinary Shares @ Taka 10.00 each
Proposed IPO:
260,790,000
26,079,000 ordinary shares of tk.10.00 each at par totaling Tk. 260,790,000
Total Paid Up Capital after IPO 651,974,640
d) Face value, premium and offer price per unit of securities;
Face value per Share Tk. 10.00 each

Premium N/A
Offer Price per Share Tk. 10.00 each
e) Number of securities to be entitled for each category of applicants;
No. of
Nominal Issue Issue Amount
Particulars Percentage Ordinary
Value price (Taka)
Shares
Mutual Funds
and CIS 10% 2,607,900 26,079,000
Initial Public Eligible
Offering investors EI excluding
through (EIs) Mutual Funds & 30% 7,823,700 78,237,000
10.00 10.00
Fixed Price CIS
Method General NRB 10% 2,607,900 26,079,000
Public (GP) General 50% 13,039,500 130,395,000
Public (GP)
Excluding NRB
Total 100% 26,079,000 260,790,000
167
(f) Holding structure of different classes of securities before and after the issue
Sl. Category of No. of Ordinary Shares Hold Percentage of holding

No. Shareholders Pre-IPO Post-IPO Pre-IPO Post-IPO
1 Director & Sponsor 39,118,464 39,118,464 100.00% 60.00
2 EI excluding - 7,823,700 12.00
Mutual Funds & CIS
3 Mutual Fund & CIS - 2,607,900 4.00
4 General - 13,039,500 20.00
Public (GP) Excluding
NRB
Non-Resident
5 - 2,607,900 4.00
Bangladeshis (NRBs)
Total 39,118,464 65,197,464 100.00% 100.00%
(g) Objective of the issue including financing requirements and feasibility in respect of enhanced paid-
up capital.
The Proceeds from IPO through issuance of 2,60,79,000 nos. of ordinary shares at an issue price of Tk. 10.00 each at par totaling
Tk. 26,07,90,000 will be used as projected below:
Amount
Area of Utilization of IPO Fund Time of Implementation
(BDT)
Investment in Capital Market:
Government Treasury Bonds 20,000,000 52,158,000
Mutual Funds 10,000,000 3 months from receiving IPO fund
Secondary Market
22,158,000
(A Category Listed Securities)
Investment in FDR with Nationalized Commercial
193,632,000 3 months from receiving IPO fund
Banks
IPO Expenses 15,000,000 45 days from receiving IPO fund
Total 260,790,000
Feasibility:
As EIL is not planning to expand its business or acquire any assets from IPO proceeds hence, feasibility
study is not necessary here.
168
SECTION: XXII USE OF PROCEEDS

Use of net proceeds of the offer indicating the amount to be used for each purpose with head-wise
break-up;
Amount
(BDT)
Secondary Market
22,158,000
Banks
Total 260,790,000
Sd/- Sd/- Sd/-

(Md. Obaidul Akbar) (K.M Saidur Rahman) (Md. Abdul Awal)
DGM & CFO Managing Director & CEO Chairman
(a) Utilization of the total amount of paid-up capital and share premium, if any, including the sponsors’
contribution and capital raised of the issuer at the time of submission of prospectus, in details with
indication of use of such funds in the financial statements;
EIL has raised its paid-up capital different times as per the following schedule:
Numbers of Share
Date of Total No. Face Paid up
Description Existing no. Cum. No. of Consideration
Allotment of Share Value capital (Tk)
of share Share
Subscribers to the
memorandum
and Articles of
6,000,000 6,000,000 Cash 6,000,000 10 60,000,000
Association at the
time of
incorporation
Second 22.09.2008 300,000 6,300,000 Bonus Share 6,300,000 10 63,000,000
Third 29.09.2009 756,000 7,056,000 Bonus Share 7,056,000 10 70,560,000
Fourth 03.07.2010 1,764,000 8,820,000 Bonus Share 8,820,000 10 88,200,000
Fifth 27.06.2011 2,205,000 11,025,000 Bonus Share 11,025,000 10 110,250,000
Sixth 05.05.2011 13,230,000 Cash (Right 10
24,255,000 24,255,000 242,550,000
Share)
Seventh 25.06.2012 4,851,000 29,106,000 Bonus Share 29,106,000 10 291,060,000
Eighth 13.04.2013 3,492,720 32,598,720 Bonus Share 32,598,720 10 325,987,200
Ninth 10.08.2015 6,519,744 39,118,464 Bonus Share 39,118,464 10 391,184,640
Total 39,118,464 391,184,640
169
Sponsors’ contribution since inception brought & deployed by the issuer company prior to the public
offer and indication of such funds utilization in the financial statement is as under:
Accounting
Amount in TK. Fund utilized for Reflected in financial Statements
Year
2008 30,00,000 FDR Increase in “Shareholders Equity”
(b) If one of the objects is an investment in a joint venture, a subsidiary, an associate or any
acquisition, details of the form of investment, nature of benefit expected to accrue to the
issuer as a result of the investment, brief description of business and financials of such
venture;
The Company has no object to investment in such type of ventures by using Use of IPO proceeds.
(c) If IPO proceeds are not sufficient to complete the project, then source of additional fund must be
mentioned. In this connection, copies of contract to meet the additional funds are required to be
submitted to the Commission. The means and source of financing, including details of bridge loan
or other financial arrangement, which may be repaid from the proceeds of the issue along with
utilization of such funds;
Not applicable in this case.
(d) A schedule mentioning the stages of implementation and utilization of funds received through
public offer in a tabular form, progress made so far, giving details of land acquisition, civil works,
installation of plant and machinery, the approximate date of completion of the project and the
projected date of full commercial operation etc. The schedule shall be signed by the Chief Executive
Officer or Managing Director, Chief Financial Officer and Chairman on behalf of Board of Directors
of the issuer;
170
Use of Proceeds from IPO and Implementation Schedule

Amount
(BDT)
Secondary Market
22,158,000
Banks
Total 260,790,000
Sd/- Sd/- Sd/-
(Md. Obaidul Akbar) (K.M Saidur Rahman) (Md. Abdul Awal)
DGM & CFO Managing Director & CEO Chairman
(e) If there are contracts covering any of the activities of the issuer for which the proceeds of
sale of securities are to be used, such as contracts for the purchase of land or contracts for the
construction of buildings, the issuer shall disclose the terms of such contracts, and copies of
the contracts shall be enclosed as annexure to the prospectus;
The Company has not made any type of such contact.
(f) If one of the objects of the issue is utilization of the issue proceeds for working capital,
basis of estimation of working capital requirement along with the relevant assumptions,
reasons for raising additional working capital substantiating the same with relevant facts and
figures and also the reasons for financing short with long term investments and an item wise
break-up of last three years working capital and next two years projection;
No objects of the issue are utilization of the issue proceeds for working capital.
(g) Where the issuer proposes to undertake one or more activities like diversification,
modernization, expansion, etc., the total project cost activity-wise or project wise, as the case
may be;
The Company does not propose to undertake one or more activities like diversification,
modernization, expansion, etc.
(i) Where the issuer is implementing the project in a phased manner, the cost of each phase,
including the phases, if any, which have already been implemented;
Described under the title Use of Proceeds and Implementation Schedule in the prospectus.
(j) The details of all existing or anticipated material transactions in relation to utilization of the
issue proceeds or project cost with sponsors, directors, key management personnel, associates
and group companies;
There is no existing or anticipated material transaction in relation to utilization of the issue
proceeds or project cost with sponsors, directors, key management personnel, associates and
group companies.
(k) Summary of the project appraisal/ feasibility report by the relevant professional people
with cost of the project and means of finance, weaknesses and threats, if any, as given in the
appraisal/ feasibility report.
Not applicable here.
171
SECTION: XXIII LOCK-IN
a) Lock-in provision: Ordinary share of the issuer shall be subject to lock-in, from the first
trading date of the Exchanges in the following manner-
1. All the shares held, at the time of according consent to the public offer, by sponsors,
directors and shareholders holding 10% or more shares shall be subject to lock-in for 3
(three) years.
2. If any shares are transferred by sponsors, directors and shareholders holding 10% or
more shares to any person shall be subject to lock-in for 3 (three) years.
3. If the shares are distributed through the fresh allotment before 4 (four) years or more
shall be subject to lock-in for 1 (one) year.
4. Any shares held by Alternative Investment Fund shall be subject to lock-in of 1 (one) year.
5. Shares allotted to any persons other than the shares mentioned in sub-condition: a, b, c,
d shall be subject to lock-in of 2 (two) years.
b) Statement of securities to be locked in for each shareholder along with BO account

number, lock-in period and number of securities to be locked-in
Lock in
% of shareholding Period
from the
No. of
Name of Date of first
Sl. No. Address share BO ID Status
Shareholders Acquisition trading
holding Before After
date of
IPO IPO
the
Exchang
es
16.07.2003
21.08.2004
22.09.2008
House # 8, 29.09.2009
Mr. Mrs. Farida Road # 76, 03.07.2010
1 39,26,572 10.0376 6.0226 1202810062840481 Director 3 years
Razzaq Gulshan-2, 27.06.2011
Dhaka. 05.05.2011
25.06.2012
13.04.2013
10.08.2015
20.08.2003
22.09.2008
House # 42/A,
29.09.2009
Road #16
03.07.2010
(new),27
Mr. Md. Sponsor 27.06.2011
2 (old), 13,70,880 3.5044 2.1026 1201500000866680 3 years
Mazakat Harun Shareholder 05.05.2011
Dhanmondi
25.06.2012
R/A, Dhaka-
13.04.2013
1205.
30.06.2014
10.08.2015
172
30.03.2000
20.03.2001
House # 38/B, 15.07.2002
Road # 12, 22.09.2008
Baridhara 29.09.2009
Mr. Syed Al
3 Diplomatic 43,26,715 11.0605 6.6363 1203190007661097 Director 03.07.2010 3 years
Farooque
Zone, 27.06.2011
Gulshan, 05.05.2011
Dhaka-1212. 25.06.2012
13.04.2013
10.08.2015
Flat # 3/C,
20.02.2012
House #47,
Mrs. Mahfuza 25.06.2012
4 Road # 5, 13,70,880 3.5044 2.1026 1201630006607717 Director 3 years
Younus 13.04.2013
Dhanmondi
10.08.2015
R/A, Dhaka
30.03.2000
20.03.2001
22.09.2008
70, Gulshan 29.09.2009
Mr. Md.
Avenue, Sponsor 03.07.2010
5 Shamsur 31,11,736 7.9546 4.7728 1201930006408144 3 years
Gulshan, Director 27.06.2011
Rahman
Dhaka 05.05.2011
25.06.2012
13.04.2013
10.08.2015
30.03.2000
20.03.2001
21.08.2004
Flat # 6/12, 22.09.2008
Prio Prangon, 29.09.2009
Mr. Md. Abdul
6 2, Poribag, 36,00,630 9.2044 5.5226 1203190032311449 Director 03.07.2010 3 years
Awal
Ramna, 27.06.2011
Dhaka 05.05.2011
25.06.2012
13.04.2013
10.08.2015
30.03.2000
House #82,
20.02.2012
Road # 11
Mrs. Marium 25.06.2012
7 (new), 27,85,748 7.1213 4.2728 1603660007692315 Director 3 years
Akhter 13.04.2013
Dhanmondi
25.05.2015
R/A, Dhaka
10.08.2015
30.03.2000
20.03.2001
15.07.2002
22.09.2008
House # 5,
Mr. Khalilur 29.09.2009
Road # 9,
8 Rahman 38,42,350 9.9245 5.9547 1203190025863661 Director 03.07.2010 3 years
Baridhara,
Choudhury 27.06.2011
Dhaka
05.05.2011
25.06.2012
13.04.2013
10.08.2015
House # 23/A, 30.03.2000
Road # 13/A, 20.02.2012
9 Mr. Latiful Bari Dhanmondi 13,70,880 3.5044 2.1027 1201630062846543 Director 25.06.2012 3 years
R/A, Dhaka- 13.04.2013
1209. 10.08.2015
30.032000
20.03.2001
15.07.2002
22.09.2008
29.09.2009
Mr. Amir 19/2, Kakrail,
10 29,04,169 7.4240 4.4544 1203370062778615 Director 03.07.2010 3 years
Hamza Sarker Ramna, Dhaka
27.06.2011
05.05.2011
25.06.2012
13.04.2013
10.08.2015
Plot-49, Road-
Mrs. Sultana 35/A, 25.05.2015
11 9,97,776 2.5506 1.5304 1203000062742300 Shareholder 3 years
Jahan Gulshan-2, 10.08.2015
Dhaka-1212.
173
14.07.2001
15.07.2002
22.09.2008
House # 23/A,
29.09.2009
Road # 13/A,
Mr. Altaf 03.07.2010
12 Dhanmondi 15,33,335 3.9197 2.3518 1201630000078942 Shareholder 3 years
Hossain Sarker 27.06.2011
R/A, Dhaka-
05.05.2011
1209.
25.06.2012
13.04.2013
10.08.2015
30.03.2000
22.09.2008
Flat # 3/C, 29.09.2009
House #47, 03.07.2010
Alhaj Mohd. Sponsor
13 Road # 5, 28,66,958 7.3289 4.3973 1201630000083805 27.06.2011 3 years
Younus Shareholder
Dhanmondi 05.05.2011
R/A,Dhaka. 25.06.2012
13.04.2013
10.08.2015
26.08.2007
22.09.2008
29.09.2009
Plot-49, Road- 03.07.2010
35/A, 27.06.2011
14 Mr. ABM Kaiser 33,28,982 8.5100 2.6701 1203000033242071 Director 3years
Gulshan-2, 05.05.2011
Dhaka-1212. 25.06.2012
13.04.2013
25.05.2015
10.08.2015
House # 42/A,
Road #16 30.03.2000
(new),27 20.02.2012
Mrs. Halima
15 (old), 17,40,857 4.4502 5.1060 102420000632584 Director 25.06.2012 3 years
Harun
Dhanmondi 13.04.2013
R/A, Dhaka- 10.08.2015
1205.
174
SECTION-XXIV MARKETS FOR THE SECURITIES BEING OFFERED

O
Stock Exchanges:
The issuer shall apply to the following bourses for listing shares within 7 (seven) working days
from the date of consent accorded by the Commission to issue the prospectus:
Dhaka Stock Exchange Limited (DSE)

9/F, Motijheel C/A, Dhaka 1000; and
Chittagong Stock Exchange Limited(CSE)
CSE Building, 1080 Sheikh Mujib Road, Chittagong.
Declaration about Listing of Shares with Stock Exchanges:
None of the Stock Exchanges, if for any reason, grant listing within 75 days from the closure of
subscription, any allotment in terms of this prospectus shall be void and the Company shall
refund the subscription money within fifteen days from the date of refusal for listing by the
stock exchange, or from the date of expiry of the said 75 (seventy-five) days, as the case
maybe.
In case of non-refund of the subscription money within the aforesaid fifteen days, the
Company directors, in addition to the issuer company, shall be collectively and severally liable
for refund of the subscription money, with interest at the rate of 2% (two percent) per month
above the bank rate, to the subscribers concerned.
The issue managers, in addition to the issuer Company, shall ensure due compliance of the
above-mentioned conditions and shall submit compliance report thereon to the Commission
within seven days of expiry of the aforesaid fifteen days’ time period allowed for refund of the
subscription money.
Trading and Settlement;
Trading and Settlement Regulation of the stock exchanges will apply in respect of trading and
settlement of the shares of the Company.
THE ISSUE SHALL BE PLACED IN “N” CATEGORY

175
SECTION - XXV DESCRIPTION OF SECURITIES OUTSTANDING OR BEING OFFERED
(a) Dividend, voting and preemption rights;
The Share Capital of the company is divided into Ordinary Shares, carrying equal rights to
vote and receive dividend in terms of the relevant provisions of the Companies Act 1994 and
the Articles of Association of the company. All Shareholders shall have the usual voting rights
in person or by proxy in connection with, among others, election of Directors & Auditors and
other usual agenda of General Meeting – Ordinary or Extra-ordinary. On a show of hand,
every shareholder presents in person and every duly authorized representative of a
shareholder present at a General Meeting shall have one vote and on a poll every
shareholder present or by proxy shall have one vote for every share held by him or her.
In case of any additional issue of shares for raising further capital, the existing shareholders
shall be entitled to Right Issue of shares in terms of the guidelines issued by the BSEC from
time to time.
(b) Conversion and liquidation rights;
In terms of provisions of the Companies Act 1994, Articles of Association of the Company
and other relevant rules in force, the shares of the Company are freely transferable. The
Company shall not charge any fee for registering transfer of shares. No transfer shall be
made to a firm, an infant or person of unsound mind.
(c) Dividend policy;
i. The profit of the Company, subject to any special right relating thereto created or
authorized to be created by the Memorandum and subject to the provisions of the Articles
of Association, shall be divisible among the members in proportion to the amount of
capital paid-up on the shares held by them respectively.
ii. No large dividend shall be declared than is recommended by the Directors, but the
Company in its General Meeting may declare a smaller dividend. The declaration of
Directors as to the amount of Net profit of the Company shall be conclusive.
iii. No dividend shall be payable except out of the profits of the Company or any other
undistributed profits. Dividend shall not carry interest as against the Company.
iv. The Directors may from time to time pay the members such interim dividend as in their
judgment the financial position of the Company may justify.
v. A transfer of shares shall not pass the right to any dividend declared thereon before the
registration of transfer.
vi. No limitation in payment of dividend is stipulated in any debt instrument or otherwise.
(d) Other rights of the securities holders;
In terms of the provisions of the Companies Act 1994, Articles of Association of the Company
and other relevant rules in force, the shares of the Company are transferable. The Company
176
shall not charge any fee, other than Government duties for registering transfer of shares. No
transfer shall be made to a minor or person of unsound mind.
The Directors shall present the financial statements as required under the law &
International Accounting Standard. Financial statements will be prepared in accordance with
the International Accounting Standards consistently applied throughout the subsequent
periods and present with the objective of providing maximum disclosure as par law and
International Accounting Standard to the shareholders regarding the financial and
operational position of the company. The shareholders shall have the right to receive all
periodical statement and reports, audited as well as un audited, published by the company
from time to time.
The shareholder holding minimum of 10% shares of paid-up capital of the company shall
have the right to requisition extra ordinary General Meeting of the company as provided for
the section 84 of the Companies Act 1994.
177
SECTION XXVI: FINANCIAL STATEMENTS
(a) The latest financial statements prepared and audited by any of the Commission’s
panel of auditors in adherence to the provisions of the Securities and Exchange
Rules, 1987, the companies Act, 1994, International Financial Reporting and
Auditing Standards as adopted in Bangladesh from time to time and any other law
as applicable;
Auditors' Report and Audited Financial

Statements of
Express Insurance Limited
For the year ended 31 December 2018
AHMED ZAKER & CO., CHARTERED ACCOUNTANTS

Green City Edge (Level - 10), 89, Kakrail, Dhaka 1000,
Tel: 880-2-8300504-8, Fax: 88-2-8300509,
E-mail: azcbangladesh@gmail.com
178
Independent Auditor’s Report
To the shareholders of Express Insurance Limited Report on the audit of the financial
statements Opinion
We have audited the financial statements of Express Insurance Limited (the “Company”), which
comprise the balance sheet as at 31 December 2018, profit and loss accounts, profit & loss
appropriation account, statements of changes in equity and cash flow statements for the year then
ended, and notes to the financial statements, including a summary of significant accounting policies and
other explanatory information.
In our opinion, the accompanying financial statements give a true and fair view of the balance sheet the
Company as at 31 December 2018, and of its profit and loss accounts, profit & loss appropriation account,
statements of changes in equity and cash flow statements for the year then ended in accordance with
International Financial Reporting Standards (IFRSs), the Companies Act 1994, the Insurance Act 2010, the
Insurance Rules 1958, the Securities and Exchange Rules 1987 and other applicable laws and regulations.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our
responsibilities under those standards are further described in the auditor’s responsibilities for the audit
of the 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.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in the
audit of the financial statements for 2018. These matters were addressed in the context of the audit of
the financial statements as a whole, and in forming the auditor’s opinion thereon, and we do not provide
a separate opinion on these matters. For each matter below our description of how our audit addressed
the matter is provided in that context.
We have fulfilled the responsibilities described in the auditor’s responsibilities for the audit of the
financial statements section of our report, including in relation to these matters.
Accordingly, our audit included the performance of procedures designed to respond to our assessment of
the risks of material misstatements of the financial statements. These results of our audit procedures,
including the procedures performed to address the matters below, provide the basis for our audit opinion
on the accompanying financial statements.
179
Risk Our response to the risk
Premium income
Gross general insurance premiums comprise With respect to Premium income in respect of
the total premiums received for the whole various types of insurance we carried out the
period of cover provided by contracts entered following procedures:
into during the accounting period.
• The design and operating effectiveness of key
Given the important nature, connections to
controls around premium income recognition
other items to the financial statements and
process.
sensitivity of the item we believe this area pose
high level of risk. • Carried out analytical procedures and
recalculated premium income for the period.
At year end the 2018, the reported total gross
• Carried out cut-off testing to ensure unearned
premium income of BDT 408,889,052 (2017:
premium income has not been included in the
BDT 400,656,661).
premium income.
• 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.
• Ensured on a sample basis that the premium
income was being deposited in the designated
bank account.
• Tested on a sample basis to see that appropriate
VAT was being collected and deposited to bank
through Treasury Challan.
• For a sample of insurance contracts tested to
see if appropriate level of reinsurance was done
and whether that re-insurance premium was
deducted from the gross premium.
• Applying specialist judgment ensured if there is
any impairment of the reinsurer.
• Finally assessed the appropriateness and
presentation of disclosures against relevant
accounting standards, Insurance Act 1938 (as
amended in 2010), Insurance Rules, 1958 and
other applicable rules and regulations and
regulatory guidelines.
See revenue account

180
Risk Our response to the risk
Estimated liability in respect of outstanding claims whether due or intimated and claim payment
This account represents the claim due or We tested the design and operating effectiveness of
intimated from the insured and involves controls around the due and intimated claim
significant management judgment and risk of recording process. We additionally carried out the
understatement. In extreme scenario this item following substantive testing’s around this item:
may have going concern implications for the
• Obtained the claim register and tested for
company.
completeness of claims recorded in the
register on a sample basis.
At year end the 2018, the reported total
balance under the head of estimated liability in
• Obtained a sample of claimed policy copy
respect of outstanding claims whether due or
and cross check it with claim.
intimated and claim payment of BDT
96,075,233 (2017: BDT 56,377,593).
• Obtained a sample of survey reports cross
checked those against respective ledger
balances and in case of discrepancy carried
out further investigation.
• Obtained and discussed with management

about their basis for estimation and
challenged their assumptions where
appropriate.
• Reviewed the claim committee meeting

minutes about decision about impending
claims.
• Tested a sample of claims payments with

intimation letter, survey report, bank
statement, claim payment register and
general ledger.
• Finally assessed the appropriateness and

presentation of disclosures against relevant
accounting standards, Insurance Act 1938
(as amended in 2010), Insurance Rules, 1958
and other applicable rules and regulations
and regulatory guidelines.
See note no 8.00 to the financial statements

181
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 auditor’s report thereon.
The annual report is expected to be made available to us after the date of this auditor’s report.
Our opinion on the financial statements does not cover 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 identified above when it becomes available 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 on the
other information obtained prior to the date of the auditor’s report, 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 consolidated and
separate 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.
Auditor’s responsibilities for 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 judgement 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 those risks, and obtain audit
evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not
detecting a material misstatement resulting from fraud is higher than for one resulting from
error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the
override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit
procedures that are appropriate in the circumstances.
182
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting
estimates and related disclosures made by management.
• Conclude on the appropriateness of management’s use of the going concern basis of accounting
and, based on the audit evidence obtained, whether a material uncertainty exists related to
events or conditions that may cast significant doubt on the Company’s ability to continue as a
going concern. If we conclude that a material uncertainty exists, we are required to draw
attention in our auditor’s report to the related disclosures in the financial statements or, if such
disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit
evidence obtained up to the date of our auditor’s report. However, future events or conditions
may cause the Company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
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 issued by Bangladesh Securities and
Exchange Commission, we also report that:
a) We have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit and made due verification thereof;
b) In our opinion, proper books of accounts, records and other statutory books as required by law
have been kept by the Company so far as it appeared from our examinations of those books;
c) The Company management has followed relevant provisions of laws and rules in managing the
affairs of the Company and proper books of accounts, records and other statutory books have
been properly maintained and (where applicable) proper returns adequate for the purposes of
our audit have been received from branches not visited by us;
d) As per section 63(2) of the Insurance Act 2010, in our opinion to the best of our knowledge and
belief and according to the information and explanation given to us, all expenses of management
wherever incurred and whether incurred directly or indirectly, in respect of insurance business of
the company transacted in Bangladesh during the year under report have been duly debited to
the related Revenue Accounts and the profit & loss account of the Company;
e) The balance sheet, profit & loss account appropriation account, profit & loss account, related
revenue accounts, statement of changes in equity and statement of cash flows of the Company
together with the annexed notes dealt with by the report are in agreement with the books of
account and returns; and
f) The expenditure was incurred for the purpose of the Company’s business.
Sd/-
Place: Dhaka Ahmed Zaker &Co.
27June,2019 Chartered Accountants
183

STATEMENT OF FINANCIAL POSITION (BALANCE SHEET)
AS AT 31 DECEMBER 2018
Amount in Taka Amount in Taka
EQUITY AND LIABILITIES Notes PROPERTY AND ASSETS Notes
31 Dec 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017
Share capital 3.0 391,184,640 391,184,640
Reserve for exceptional losses 4.0 172,594,241 168,594,241 Investment 13.0 55,633,990 65,581,496
Revaluation surplus/reserve 5.0 80,975,293 97,209,235 Interest accrued 14.0 21,522,026 17,338,052
Amount due from other
persons or bodies
Profit and loss appropriation account 87,491,412 86,024,083 15.0 69,945,148 58,415,707
carrying on insurance
business
Total equity 732,245,585 743,012,199
16.0 261,534,491 237,073,108
Balance of funds and accounts: 6.0 98,118,765 101,588,723 Sundry debtors (including advances,
deposits and prepayment)
Workers Profit Participation Fund (WPPF) 6,997,388 3,344,899

Current liabilities
Premium deposit 7.0 1,720,256 1,831,054 Cash and cash equivalent 17.0 541,158,180 545,463,399
Fixed assets (At cost/Revaluation less
Estimated liabilities in respect of depreciation) 18.0 156,449,403 162,067,854
8.0 3,537,278 3,699,400
outstanding claims whether due or
intimated
Amount due to other persons or
bodies carrying on insurance 9.0 52,708,283 64,479,395
business Stock of stationery 632,995 341,111
Sundry creditors 10.0 5,628,209 5,410,777 Insurance stamps in hand 1,007,770 966,615
Deferred tax liability 11.0 22,582,898 7,488,233
Provision for income tax 12.0 184,345,341 156,392,662
Total current liabilities 270,522,265 239,301,521
TOTAL EQUITY AND LIABILITIES 1,107,884,003 1,087,247,342 TOTAL PROPERTY AND ASSETS 1,107,884,003 1,087,247,342
NAV Per Share 18.72 18.99
The accompanying notes and policies (1-36) form an integral part of these Financial Statements.
Sd/- Sd/- Sd/- Sd/-

Chairman Vice Chairman Director Chief Executive Officer
Signed as per our separate report of same date.
Sd/-
June 27, 2019 Chartered Accountants
184

STATEMENT OF PROFIT OR LOSS & OTHER COMPREHENSIVE INCOME (PROFIT AND LOSS ACCOUNT)
FOR THE YEAR ENDED 31 DECEMBER 2018
Particulars Notes Particulars Notes
31 Dec 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017
Directors' fees 22.0 2,871,000 1,935,000 Interest, Dividend and Rents (not applicable 38,147,518 33,929,311
19.0
Audit fees 259,250 182,000 to any particular fund and account)
Donation and subscription 422,000 345,000 Profit/(loss) transferred from revenue 55,233,465 41,012,024
20.0
Company contribution to PF 28.0 1,872,041 1,954,500 accounts
Group Insurance 497,134 509,066 Un Realized Gain on Revaluation of Share 13.01 - 6,847,229
Managers Conference 2,312,885 - Gain on sale of Old Car - 4,915,986
Legal & professional fees 197,500 346,375 Gain on sale of Share 5,626,303 -
Depreciation 7,968,481 7,866,030
IPO Submission Fee - 306,625
Registration fees 592,256 2,673,537
Advertisement & Publicity 252,186 343,543
Expenses of management (not applicable to any 17,244,733 16,461,676

particular fund and account)
Un Realized Loss on Revaluation of Share 13.02 4,955,281 -
Balance for the period carried to statement of 70,242,874
76,807,272
appropriation account
Total 99,007,286 86,704,550 Total 99,007,286 86,704,550
STATEMENT OF APPROPRIATION ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER, 2018
31 Dec 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017
Reserve for exceptional losses 4.0 4,000,000 5,000,000 Balance from last year 23.0 48,849,802 44,257,854
Provision for taxation including - 21.0 29,308,173 20,131,746
deferred tax Net profit for the period brought down 76,807,272 70,242,874
Worker's Profit Participation Fund (WPPF) 3,657,489 3,344,899
Balance Transferred to Statement of Financial
Position 88,691,412 86,024,083
Total 125,657,074 114,500,728 Total 125,657,074 114,500,728
Earning Per Share (EPS) 2(B) 1.12 1.20
Sd/- Sd/- Sd/- Sd/-
Sd/-
185

CONSOLIDATED INSURANCE REVENUE ACCOUNT
31 Dec 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017
Claims under policies less re-insurances:
Paid during the year 25.0 21,170,977 19,430,928 Balance of account at the beginning of
the year :
Total estimated liability in respect of Reserve for unexpired risks 101,588,723 98,338,832
outstanding claims at the end of the year Premium less re-insurances 24.0 243,721,990 252,290,020
whether due or intimated 8.0 3,537,278 3,699,400 Commission on re-insurances ceded 46,337,205 38,395,502
24,708,255 23,130,328
Less: Claims outstanding at the end
of the previous year 8.0 3,699,400 4,574,094
21,008,855 18,556,234
Agency Commission 27.0 52,322,819 56,962,767
Expenses of management 26.0 164,964,014 170,904,606
Balance of account at the end of the year
as shown in the Balance Sheet 6.0 98,118,765 101,588,723
Profit transferred to Profit & Loss Account 20.0 55,233,465 41,012,024
Total 391,647,918 389,024,354 Total 391,647,918 389,024,354
Sd/- Sd/- Sd/- Sd/-

Sd/-
186

FIRE INSURANCE REVENUE ACCOUNT
31 Dec 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017
Claims under policies less re-insurances: Balance of account at the beginning of
the year:
Paid during the year 25.01 (4,455,393) (2,290,539) Reserve for unexpired risks 21,102,120 13,294,767
Add: Total estimated liability in respect of Premium less re-insurances 24.01 42,182,983 52,755,299
outstanding claims at the end of the year Commission on re-insurances ceded 29,709,583 22,849,075
whether due or intimated 8.0 1,444,872 2,320,314
(3,010,521) 29,775
of the previous year 8.0 2,320,314 1,986,627
(5,330,835) (1,956,852)
Expenses of Management 26.02 56,650,750 57,203,039
as shown in the Balance Sheet
Reserve for unexpired risks being 40%
of premium income of the year 6.0 16,873,193 21,102,120
Profit transferred to Profit & Loss Account 6,806,673 (7,459,411)
Total 92,994,686 88,899,141 Total 92,994,686 88,899,141
Sd/- Sd/- Sd/- Sd/-

Sd/-
187

MARINE INSURANCE REVENUE ACCOUNT

31 Dec 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017
Claims under policies less re-insurances: Balance of account at the beginning of
the year:
Paid during the year 25.01 9,254,524 6,286,419 Reserve for unexpired risks 42,204,440 53,828,361
outstanding claims at the end of the year Commission on re-insurances ceded 9,390,818 10,938,618
whether due or intimated 8.0 668,861 444,742
9,923,385 6,731,161
Less: Claims outstanding at the end of the 444,742 1,240,017
previous year 8.0
9,478,643 5,491,144
Reserve for unexpired risks being 40%
of premium income on marine cargo and
100% of premium income on Marine Hull
of the year:
Cargo 6.01 29,292,800 41,083,249
Hull 1,049,948 1,121,191
30,342,748 42,204,440
Profit transferred to Profit & Loss Account 27,582,326 38,399,801
Total 125,877,205 168,596,293 Total 125,877,205 168,596,293
Sd/- Sd/- Sd/- Sd/-

Sd/-
188

MOTOR INSURANCE REVENUE ACCOUNT
31 Dec 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017
Balance of account at the beginning of
Claims under policies less re-insurances: the year :
Paid during the year 25.01 14,291,849 15,355,745 Reserve for unexpired risks 35,914,119 28,399,798
outstanding claims at the end of the Commission on re-insurances ceded 60,266 -
year whether due or intimated 8.0 1,423,545 934,344
15,715,394 16,290,089
of the previous year 8.0 934,344 1,347,450
14,781,050 14,942,639
Reserve for unexpired risks being
40% of premium income of the year 6.0 47,933,594 35,914,119
Profit transferred to Profit & Loss Account 19,268,793 14,840,070
Total 155,808,371 118,185,096 Total 155,808,371 118,185,096
Sd/- Sd/- Sd/- Sd/-

Sd/-
189

MISCELLANEOUS INSURANCE REVENUE ACCOUNT
31 Dec 2018 31 Dec 2017 31 Dec 2018 31 Dec 2017
Balance of account at the beginning of the
Claims under policies less re-insurances: year:
Paid during the year 25.01 2,079,997 79,303 Reserve for unexpired risks 2,368,044 2,815,906
outstanding claims at the end of the Commission on re-insurances ceded 7,176,538 4,607,809
year whether due or intimated - -
2,079,997 79,303
of the previous year - -
2,079,997 79,303
Reserve for unexpired risks being
40% of premium income of the year 6.0 2,969,230 2,368,044
Profit transferred to Profit & Loss Account 1,575,673 (4,768,436)
Total 16,967,656 13,343,824 Total 16,967,656 13,343,824
Sd/- Sd/- Sd/- Sd/-

Sd/-
190
Express Insurance Ltd.

Statement of Cash Flows
Amount in Taka
Particulars Note
31 Dec 2018 31 Dec 2017
A. Cash Flow From Operating Activities :
Collection from Premium and Other Received 29.0 404,266,136 410,819,905
Payment for Management Expenses, Re-insurance & Claims 30.0 (350,543,798) (321,943,464)
Income Tax Paid 31.0 (23,243,648) (24,192,619)
Net Cash generated from Operating Activities 30,478,690 64,683,822
B. Cash Flow Investing Activates :

Fixed Assets Acquired (2,350,030) (10,304,416)
Investment in Share (8,129,585) (1,437,640)
Sale of Share 18,197,526 -
Investment in CMM AC. - (1,300,000)
Encashment of CMM AC. - 13,884,000
Security Deposit & Advance (3,383,354) (317,040)
Net Cash generated/(Used) in Investing Activities 4,334,557 524,904
C. Cash Flow From Financing Activates :
Cash dividend paid (39,118,466) (45,864,556)
Net Cash used from Financing Activities (39,118,466) (45,864,556)
D. Net Increase/(Decrease) In Cash & Cash Equivalents (A+B+C) (4,305,219) 19,344,170
545,463,399 526,119,229
E. Cash & Cash Equivalents at the beginning of the year
541,158,180 545,463,399
F. Cash & Cash Equivalents at the end of the year (D+E)
Net operating cash flow per share (NOCFPS) 0.78 1.65
Sd/- Sd/- Sd/- Sd/-

Sd/-
191

STATEMENT OF CHANGES IN EQUITY
Reserve for
Reserve for
Proposed Issue of Retained Revaluation Investment
Particulars Share Capital Exceptional Total Equity
Bonus Share Earnings Surplus Fluctuation
Losses
Fund
Balance as on 1st January, 2018 391,184,640 - 86,024,083 168,594,241 97,209,235 - 743,012,199
Addition during the Year - 39,841,610 4,000,000 - - 43,841,610
Cash Dividend - (39,118,466) (39,118,466)
IPO Expenses (1,200,000) (1,200,000)
Deferred Tax on Revaluation (14,289,758) (14,289,758)
Reserve Transfer - 1,944,185 - (1,944,185) - -
31st December, 2018 Total 391,184,640 - 87,491,412 172,594,241 80,975,293 - 732,245,585
st 391,184,640 - 88,138,548 163,594,241 99,193,097 - 742,110,526
Balance as on 1 January, 2017
Addition during the Year - 41,766,229 5,000,000 - - 46,766,229
Cash Dividend - (45,864,556) (45,864,556)
Reserve Transfer - 1,983,862 - (1,983,862) - -
31st December, 2017 Total 391,184,640 - 86,024,083 168,594,241 97,209,235 - 743,012,199
Sd/- Sd/- Sd/- Sd/-

Sd/-
192

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER, 2018
1 Introduction:
Express Insurance Limited was incorporated and commenced its business as a Public Limited
Company in Bangladesh on March 30, 2000 under the Companies Act, 1994 with the issuance of
incorporation certificate bearing no.C-39954(1922/2000) dated 30 March, 2000 issued by the
Registrar of Joint Stock Companies and Firms. However, the permission to carry on General
Insurance Business was obtained from the Controller of Insurance, Government of Peoples
Republic of Bangladesh on May 18, 2000.
Nature of business:
The primary objectives of the Company are to carry on all kinds of insurance, guarantee and
indemnity business other than life insurance business.
2 Basis of presenting accounts and significant accounting policies:
A) Basis of presenting accounts:
i) Basis of accounting:
The financial statements have been prepared on a going concern basis under Generally Accepted
Accounting Principles (GAAP) on historical cost convention. These statements have also been
prepared in accordance with applicable International Financial Reporting Standards as were
adopted in Bangladesh under the name of International Financial Reporting Standards (IFRSs)
with reference to disclosures of accounting policies and valuation of investment.
ii) Basis of presentation:
The Statement of Financial Position has been prepared in accordance with the regulations as
contained in Part – I of the First Schedule and as per Form “A” as set forth in Part – II of that
Schedule, Statement of Profit or Loss and Other Comprehensive Income and Profit and Loss
Appropriation Account has been prepared in accordance with the regulation contained in Part – I
of the second schedule and as per Form “B” & “C” as set forth in Part – II of that Schedule
respectively of the Previous Insurance Act, 1938. Revenue Account of each class of general
insurance business has been prepared in accordance with the regulations as contained in Part – I
of the Third Schedule and as per Form ‘F’ as set forth in Part – II of that Schedule of the Previous
Insurance Act, 1938 as amended. The classified summary of the assets has been prepared in
accordance with Form ”AA” as set forth in Part – II of the aforesaid Act. The Cash Flow Statement
has also been included as per requirement of the Securities and Exchange Commission’s Rules
1987 as well as per guideline of IAS-7.
iii) Going concern :

The Company has adequate resources to continue in the operation as a going concern for the
foreseeable future. For this reason, the accompanying financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The accompanying financial statements do not include
any adjustments that would not permit Express Insurance Limited be unable to continue as a
going concern.
193
iv) Method:
The Financial statements have been drawn on accrual basis.
v) General:
a) Figures appearing in these Financial Statements have been rounded off to the nearest Taka.
b) Previous year’s figures have been rearranged and adjusted wherever considered necessary to
conform to the standard accounting practice.
B) Basic earnings per share:
Earning per Share (EPS) has been computed considering the earning attributable to the Ordinary
Shareholders dividing by the weighted average number of shares outstanding during the year as
per IAS-33. The calculation of Earning per Share as under:
31.12.2018 31.12.2017
Taka Taka
Profit before tax 76,807,272 70,242,874
Less: Provision for income tax including Deferred Tax (29,308,173) (20,131,746)
Less: Worker's Profit Participation Fund (WPPF) (3,657,489) (3,344,899)
Profit after tax 43,841,610 46,766,229
Number of ordinary Shares 39,118,464 39,118,464
Earning Per share (EPS) 1.12 1.20
C) Cash flow statement:

Cash flows statement is prepared in accordance with IAS-7 under Direct Method.
D) Revenue recognition [IAS-18]:

i) Premium is recognized when insurance policies are issued. The sum of premium income as
appeared in classified Revenue Accounts is net of the refund made, Re-insurance ceded and Re-
insurance premium on PSB.
ii) The premium in respect of Company’s share of Public Sector Insurance Business (PSB) is
accounted for in the period in which the relevant statement of accounts is received from
Shadharan Bima Corporation. The statements of account for the period from July 2017 to June
2018 have been received from SBC and the Company’s share of PSB for the aforesaid period has
been recognized in these financial statements accordingly.
iii) Amounts received against issue of Cover Notes, which have not been converted into Policy are
recognized as income at the earlier of Cover Notes converted into Policy or after expiry of two
years of Cover Notes in accordance with SBC’s Circular.
iv) Interest on Fixed Deposit Receipts (FDR), Account and National Investment Bond (NIB) are
recognized as revenue on accrual basis.
v) Income from marketable securities has been taken into account at actual amount earned and
received on its disposal.
194
E) Employees’ retirement benefit scheme:
Express Insurance Ltd. offers a number of benefit plan for all permanent Employees of the
company which includes Contributory Provident Fund, Workers Profit Participation Fund,
Festival bonus, incentive bonus and group insurance policy which have been accounted for the
accordance with the provision of International Accounting Standard (IAS)-19.
i) Provident fund:
Under defined contribution scheme. Company operates duly recognized Provident Fund
managed by independent Board of trustees for all permanent employees. The eligible employee
contributes @ 10% of their basic salary. The company’s contribution to the scheme are charged
to profit & loss Account in the year in which they relate.
ii) Group insurance policy:

The company has been operating a Group Insurance policy for all confirmed / permanent
employees for the supporting of family assistance after death of any Employee’s as per Group
Insurance Policy terms & condition.
iii) Workers Profit Participation Fund (WPPF):

The company has been operating a fund name worker's profit participation fund (WPPF) as per
section 232 of Bangladesh labour law -2006. It was approved in the 210th board meeting held on
29 May, 2017 . Necessary provision for Worker's Profit Participation Fund (WPPF) also made for
the year-2018.
F) Provision for un-expired Risk:
Surplus/(deficit) on Revenue Accounts has been arrived after making necessary provision for un-
expired risk @ 40% of net premium income on all business except Marine Hull insurance for
which provision has been made @ 100% on net premium income under Section 27A (2B & 2C) of
Previous Insurance Act, 1938.
G) Allocation of total management expenses:

Total related management expenses have been allocated among the different Revenue Accounts
on pro - rata basis of their respective gross premium income.
195
H) Depreciation on fixed assets

i) Depreciation on fixed assets has been calculated on all assets using reducing balance method at
varying rates depending on the class of assets. Methods and rates of depreciation are
consistently applied in relation to previous period. Depreciation is charged on addition to fixed
assets purchased during the period from the date when such assets is available for use and in
case of disposal up to the date of disposal, Land and Building depreciation charged on revalued
amount during the year. The Fixed Assets are depreciated at the following rates:
Items Rate
Land and building 2%
Furniture and fixture 10%
Office equipments 20%
Electrical equipments 20%
Air conditioner 20%
Motor vehicle 20%
Telephone installation 20%
Office decoration 10%
Computer 30%
Crookeries and cutleries 20%
ii) The value of all assets as shown in the statement of financial position and in the annexed
Classified Summary of Assets drawn up in accordance with form “AA” of part II of the First
Schedule to the Previous Insurance Act 1938, have been reviewed and set forth in the statement
of financial position at a value that does not exceed their book value.
I) Related party transactions [IAS-24]:

During the year, the Company carried out a number of transactions with related parties in the
normal course of business.
J) Provisions relating to collection of premium:

The company has always complied with the Section 18 of the Insurance Act, 2010 as applicable in
regard to provision of collection of premium.
K) Investment of assets:
The Section 41 of Insurance Act 2010 has been complied by the Company.
L) Restriction on certain investment:

There is no investment by Express Insurance Limited or hold any shares or debentures of any
Company, firms or other business concern in which any directors or any members of the family of
such directors has any interest as Proprietor, Partner, Director and Managing Director as per
Section 41 (1) of Insurance Act 2010.
196
M) Prohibition of loans:
As per Section 44 of Insurance Act 2010, The Company has never granted any loan to any
Director or any member of the family, Banking Company, Subsidiary Company and Auditor, any
loan or temporary advance either and hypothecation property or personal security or otherwise.
N) Additional information on financial statement:
i) Responsibility for preparation and presentation of financial statements:

The Board of Directors is responsible for the preparation and presentation of financial
statements under section 183 of the Companies Act 1994 .
ii) Reporting period

Financial Statement of the Company covers on calendar period from 1st January 2018 to 31st
December 2018.
iii) Reporting Currency and Level of Precision:

The figures in the Financial Statements represent Bangladesh Currency (Taka), which have been
rounded off to the nearest Taka except where indicated otherwise.
iv) Comparative Information:

Comparative information has been disclosed in respect of the year from 1st January 2018 to 31st
December 2018 for all numerical information in the Financial Statements and also the narrative
and descriptive information when it is relevant for understanding of the current year’s financial
statements.
Figures of the year from 1st January 2017 to 31st December 2017 have been rearranged whenever
considered necessary to ensure comparability with the current year.
v) Components of the Financial Statements:
According to the International Accounting Standard (IAS) 1 “Presentation of Financial

Statements” the complete set of Financial Statements include the following components:
i) Statement of financial position as at December 31, 2018.

ii) Statement of comprehensive income and Profit and Loss appropriation account for the year
ended December 31, 2018.
iii) Related Revenue Accounts for the year ended December 31, 2018.
iv) Statement of Changes in Equity for the year ended December 31, 2018.
v) Cash Flow Statement for the year ended December 31, 2018.
vi) Accounting Policies and Explanatory notes for the year ended December 31, 2018.
197
Amount in Taka
31 Dec 2018 31 Dec 2017
3.0 Share capital:
3.01 Authorized share capital

75,000,000 ordinary shares of Tk.10 each. 750,000,000 750,000,000
3.02 Issued, subscribed and paid up capital
60,00,000 Ordinary shares of Tk.10 each. 60,000,000 60,000,000
Bonus share issued different year, 1,98,88,464 shares of Tk.10 each. 198,884,640 198,884,640
Right share issued in different year, 1,32,30,000 shares of Tk.10 each. 132,300,000 132,300,000
391,184,640 391,184,640
During the year 2018, no shares has been issued as stock dividend.
Shareholding position of Sponsor Directors and Sponsor Share holder as on 31st December-2018 are as follows:
SI. No. of Shares Nominal value Percentage of

Name of the Sponsor Share holders Class of Share Amount (TK)
No. subscribed of Shares Share holding
1 Md. Abdul Awal Ordinary 3,600,630 Tk. 10 each 36,006,300 9.20
2 Md. Mazakat Harun Ordinary 1,370,880 Tk. 10 each 13,708,800 3.50
3 Md. Shamsur Rahman Ordinary 3,111,736 Tk. 10 each 31,117,360 7.95
4 Farida Razzaq Ordinary 3,926,572 Tk. 10 each 39,265,720 10.04
5 Marium Akhter Ordinary 2,785,748 Tk. 10 each 27,857,480 7.12
6 Syed Al Farooque Ordinary 4,326,715 Tk. 10 each 43,267,150 11.06
7 Khalilur Rahman Choudhury Ordinary 3,882,350 Tk. 10 each 38,823,500 9.92
8 Altaf Hossain Sarker Ordinary 1,533,335 Tk. 10 each 15,333,350 3.92
9 Mahfuza younus Ordinary 1,370,880 Tk. 10 each 13,708,800 3.50
10 A. B. M Kaiser Ordinary 3,328,982 Tk. 10 each 33,289,820 8.51
11 Amir Hamza Sarker Ordinary 2,904,169 Tk. 10 each 29,041,690 7.42
12 Al-haj Mohammad Younus Ordinary 2,866,954 Tk. 10 each 28,669,540 7.33
13 Halima Harun ordinary 1,740,857 Tk. 10 each 17,408,570 4.45
14 Sultana Jahan Ordinary 997,776 Tk. 10 each 9,977,760 2.55
15 Latiful Bari Ordinary 1,370,880 Tk. 10 each 13,708,800 3.50
39,118,464 391,184,640 100
Statement of Fixed Deposit Receipts of different banks for deposit of Paid up Capital of Tk.391,184,640.00 is shown below:
1 AB Bank Ltd. 10,000,000 4,500,000

2 Al-Arafah Islami Bank Ltd. 30,031,600 30,000,000
3 Bank Asia Ltd. 15,000,000 35,000,000
4 BD. Commerce Bank Ltd. 3,306,800 6,090,000
5 BASIC Bank Ltd. 1,500,000 1,500,000
6 BRAC Bank Ltd. 5,000,000 2,000,000
7 Dhaka Bank Ltd. 50,000,000 25,000,000
8 Dutch-Bangla Bank Ltd. 3,000,000 8,294,640
9 Eastern Bank Ltd. 1,500,000 1,500,000
10 EXIM Bank Ltd. 4,000,000 25,000,000
11 First Security Bank Ltd. 25,000,000 9,500,000
12 I.F.I.C. Bank 6,000,000 16,000,000
13 Islami Bank(BD) Ltd. 7,000,000 17,000,000
14 Jamuna Bank Ltd. 10,000,000 12,000,000
15 Mercantile Bank Ltd. 30,000,000 12,500,000
16 Mutual Trust Bank Ltd. 5,000,000 18,000,000
17 N.C.C.B.L 15,000,000 14,000,000
18 National Bank Ltd. 5,000,000 9,000,000
19 NRB Global Bank Ltd. 10,000,000 -
20 NRB Commercial Bank Ltd. 4,546,240 -
21 One Bank Ltd. 20,000,000 10,000,000
22 Premier Bank Ltd. 15,000,000 10,000,000
23 Prime Bank Ltd 5,000,000 12,000,000
24 Rajshahi Krishi Unn. Bank - 1,000,000
25 Shahjalal Islami Bank Ltd. 40,000,000 10,000,000
198
Amount in Taka
31 Dec 2018 31 Dec 2017
26 Social Investment Bank Ltd 17,000,000 10,000,000

27 Southeast Bank Ltd. 5,000,000 30,000,000
28 Standard Bank Ltd. 10,000,000 19,000,000
29 State Bank of India - 1,000,000
30 Trust Bank Ltd. 7,000,000 2,000,000
31 United Commercial Bank Ltd. 2,000,000 8,000,000
32 Union Bank Ltd. 2,000,000 -
33 Rupali Bank Ltd. 2,000,000 2,000,000
34 Uttara Bank Ltd. - 4,000,000
35 Bank Al-Falah 300,000 300,000
36 National Investment Bond 25,000,000 25,000,000
Total 391,184,640 391,184,640
4.0 Reserve for Exceptional Losses:

As per Para 6 of the 4th schedule of Income Tax Ordinance, 1984 to meet the exceptional losses, the Company set aside maximum 10% (ten percent)
of the net premium income of the year in which it is set aside from the balance of the profit to reserve for exceptional losses. As per Insurance law
maximum 10% statutory reserve should be maintained out of profit by the company to meet any possible future claims on net premium income
during the year.
Opening balance 168,594,241 163,594,241

Addition during the year 4,000,000 5,000,000
Less: Adjustment - -
172,594,241 168,594,241
5.0 Revaluation Surplus [IAS-16]:
The company made revaluation of its Land & Building located at Al-Razi Complex (9th & 10th Floor),166-167, Shahid Syed Nazrul Islam Sarani,
Bijoynagar, Dhaka-1000 as on 29-06-2011 by an independent Professional Accountant Firm Aziz Halim Khair Choudhury & Co. Chartered
Accountants, “Baitul Mesbah” Building No.2 (3rd& 4th Floor), House #79 (New) Road #12/A (New), Dhanmondi, Dhaka-1209 to arrive at a fair market
value for the purpose of accounting with effect from 30.06.2011.
A transfer of Reserve is made during the year. The Reserve transfer is recorded as actual depreciation less equivalent charge based on original
historical cost of Land & Building. Transfer is shown in Statement of change in Equity (Retained Earnings) as per IAS-16. The transfer is made as
follows:
Value after Accumulated Revaluation

Particulars of revalued assets Book value
Valuation Depreciation Reserve
Opening Balance (Land & Building) 40,133,508 149,870,000 12,527,257 97,209,235
Addition during the year - - - -
Reserve transfer during the year - - 1,944,185 (1,944,185)
Total 40,133,508 149,870,000 14,471,442 95,265,050
Less: Deferred Tax on Revaluation Reserve 15% 14,289,758
80,975,293
6.0 Balance of Fund Account:

Class of business
Fire 16,873,193 21,102,120
Marine (Note-6.01) 30,342,748 42,204,440
Motor 47,933,594 35,914,119
Miscellaneous 2,969,230 2,368,044
Total 98,118,765 101,588,723
6.01 Marine
Cargo 29,292,800 41,083,249
Hull 1,049,948 1,121,191
30,342,748 42,204,440
7.0 Premium Deposit:
Premium Deposit 1,720,256 1,831,054
1,720,256 1,831,054
The amount represents the balance of premium received against Cover Notes over the years for which Policies are not issued within 31st December
2018.
199
Amount in Taka
31 Dec 2018 31 Dec 2017
8.0 Estimated liability in respect of outstanding claims whether due or intimated:
Balance as on Claim Raised Claim paid during Balance as on

Particulars
01.01.2018 during the year the year 31.12.2018
Fire 2,320,314 60,589,634 61,465,076 1,444,872

Marine 444,742 10,758,980 10,534,861 668,861
Motor 934,344 14,696,221 14,207,020 1,423,545
Miscellaneous - 9,868,276 9,868,276 -
Total 3,699,400 95,913,111 96,075,233 3,537,278
9.0 Amount due to other persons or bodies carrying on insurance business:
Opening balance payable to SBC 64,479,395 81,311,234
Addition during the year 43,953,755 -
Less: Adjustment/ Paid to SBC (55,724,867) (16,831,839)
52,708,283 64,479,395
10.0 Sundry Creditors:
Audit fees payable (10.01) 103,500 80,000
VAT payable 1,524,931 2,483,686
Employees income tax payable - 189,550
Deposit premium (10.03) 550,000 550,000
Salary & Allowance payable 169,940 196,651
Bills payable 206,234 125,399
PF contribution 169,940 171,151
Car Sale Installment Received (10.02) 2,903,664 1,614,340
5,628,209 5,410,777
10.01 Audit fees payable

Opening Balance 80,000 430,000
Add : Provision during the year 103,500 80,000
Less : Adjustment during the year (80,000) (430,000)
103,500 80,000
10.02 Car sale installment:
The company has provided car facilities for its branch managers & departmental in–charge on the basis of hire purchase & installment payment
systems. In the last year the company handed over 14 numbers of car to the executives as per hire purchase agreement. Sale price of the car has
been shown as payment of liabilities which was already shown as car sale installment received in the accounts. The value of the cars which were not
handed over due to nonpayment of installment were shown as sundry creditors.
10.3 Deposit Premium:

The amount received as security deposit against Open cover notes from the flowing insurers:
Collumbia Garments Ltd 100,000 100,000

Collumbia Apperals Ltd 50,000 50,000
Samuda Chemicals 400,000 400,000
550,000 550,000
11.0 Deferred Tax as per IAS-12:
a) Deferred Tax Liability:
Book value of depreciable fixed assets 61,184,353 162,067,854

Less: Tax base [IAS-12 (7)] 39,075,036 144,448,483
Deductible Temporary differences 22,109,318 17,619,371
Effective Tax Rate 40.00% 42.50%
Deferred Tax Liability/ (Asset) 8,843,727 7,488,233
Add: Deferred tax on Unrealised Gain/ (Loss) on Securities available for sale (note-13.02) (550,587) -
Add: Deferred Tax on Revaluation Reserve (note-05) 14,289,758 -
Deferred Tax Liability/ (Asset) 22,582,898 7,488,233
b) Deferred Tax Adjustment/Expense (Income):

Closing deferred Tax liability 8,843,727 7,488,233
Opening deferred Tax liability (7,488,233) (4,935,673)
Total Deferred tax adjustment /expense /(Income) 1,355,494 2,552,560
Tax Rate:
The effective income tax has been calculated @ 40 % as are applicable for this Insurance Company as per Finance Act, 2018.
200
Amount in Taka
31 Dec 2018 31 Dec 2017
12.0 Provision for Income Tax:
Opening Balance 156,392,662 138,813,476

Addition during the year 27,952,679 17,579,186
Deferred tax liability adjustment. - -
184,345,341 156,392,662
13.0 Investment:
The investment includes investment in the National Investment Bond and Investment in Share. Details of investments are as under:
Name of Investment Issue Date Maturity Date Amount Amount

A) National Investment Bond:
01. BD0923341103 13/03/2013 13/03/2023 16,000,000 16,000,000
02. BD0924031109 16/07/2014 16/07/2024 9,000,000 9,000,000
Total 25,000,000 25,000,000
B) Investment in Share: N/A N/A 30,633,990 40,581,496

Total 30,633,990 40,581,496
Grand Total:(A+B) 55,633,990 65,581,496
a) The amount represents statutory investment in 10 (Ten) years Government Treasury Bond at cost with Mercantile Bank Ltd. as required
under first schedule of the Insurance Act, 2010 Sec.23 (b).
b) Investment in share has been stated in the Statement of Financial Position at market value as on 31 st December 2018. Difference between
market value and cost price of such Investment must be considered as impairment loss/gain that has been charged in the Statement of profit or
loss and other Comprehensive Income.
Total Investment in Shares of different Public Limited Companies are furnished below.
Sl. Average buying

Name of the Company MP per share No of share Total value at cost Market value
No rate
1 Al Arafa Islami Bank Ltd. 19.90 706 22.13 15,624 14,049
2 Aftab Auto 45.90 135,589 105.63 14,322,718 6,223,535
3 Bank Asia 17.70 23,000 16.51 379,690 407,100
4 The City Bank Ltd. 30.20 2,781 25.15 69,936 83,986
5 Dhaka Bank Ltd. 14.20 29,192 11.34 330,994 414,526
6 Eastern Housing Ltd. 46.60 14,324 51.99 744,705 667,498
7 First Security Islami Bank Ltd. 10.90 17,043 7.26 123,670 185,769
8 ICB Islamic Bank Ltd. 4.80 400 - - 1,920
9 IFIC Bank Ltd. 10.90 43,270 19.99 864,820 471,643
10 Jumuna Bank Ltd. 17.60 71,540 7.30 521,980 1,259,104
11 Keya Cosmetics Ltd. 6.60 103,128 17.54 1,808,799 680,645
12 Lanka Bangla Finance Ltd. 22.90 150,000 26.50 3,974,775 3,435,000
13 Meghna Cement 92.60 1,650 191.66 316,240 152,790
14 Meghna Life Insurance Co. Ltd. 77.90 20,809 175.80 3,658,184 1,621,021
15 Mercantile Bank Ltd. 18.00 24,095 17.61 424,267 433,710
16 Mutual Trust Bank Ltd. 35.10 15,957 21.53 343,479 560,091
17 National Bank Ltd. 9.30 90,256 12.66 1,142,834 839,381
18 NCC Bank Ltd. 15.90 22,622 29.29 662,677 359,690
19 One Bank Ltd. 15.00 58,880 16.94 997,690 883,200
20 Premier Bank Ltd. 11.70 156,920 20.97 3,291,363 1,835,964
21 Prime Life Insurance Co. Ltd. 57.90 15,457 210.81 3,258,513 894,960
22 RAK Ceramic Ltd. 39.00 292 131.10 38,280 11,388
23 Shahjalal Islami Bank Ltd. 27.60 53,169 29.74 1,581,216 1,467,464
24 Social Islami Bank Ltd. 15.40 141,749 19.47 2,759,648 2,182,935
25 Southeast Bank Ltd. 15.60 35,259 20.93 737,971 550,040
26 Standard Bank Ltd. 10.90 182,546 20.34 3,712,564 1,989,751
27 United Commercial Bank Ltd. 17.60 5,638 58.19 328,061 99,229
28 United Leasing Company Ltd. 17.80 42,016 44.25 1,859,330 747,885
29 Uttara Bank Ltd. 28.50 17,532 62.93 1,103,363 499,662
30 Intraco Refulling Station Ltd 26.80 266 9.53 2,534 7,129
31 SK.Trims & Industries Mills Ltd. 46.30 5,546 9.09 50,420 256,780
32 VFS Tread Dyeing Ltd. 57.80 4,222 9.09 38,385 244,032
33 Aman Cotton Fibours Ltd. 42.10 7,846 37.00 290,301 330,317
34 Silva Pharmaceuticals Ltd. 30.10 9,193 10.00 91,930 276,709
35 Kattali Textile Ltd. 25.30 12,075 9.09 109,775 305,498
36 SS Steel Ltd. 10.00 13,492 10.00 134,920 134,920
37 Genex Infosys Limited 10.00 10,467 10.00 104,670 104,670
Total 50,196,325 30,633,990
201
Amount in Taka
31 Dec 2018 31 Dec 2017
13.01 Changes in fair value of the investment in shares available for sale :
Fair value ( Market Value) of Share 30,633,990 40,581,496
Less: cost price of investment in share 50,196,325 54,637,962
Fair value (Market Value) Reserve at 31 December (19,562,335) (14,056,466)
Less : Fair value (Market Value) Reserve at 1 January (14,056,467) (20,903,695)
Un-Realized Gain/(Loss) during the year (5,505,868) 6,847,229
An amount of Tk. 1,34,920 & Tk. 1,04,670 was invested in IPO of SS Steel Ltd and Genex Infosys Ltd respectively. The share of SS Steel Ltd was
added with portfolio before 31st December 2018 but trade was not started before accounting period and the share of Genex Infosys Ltd was not
added in portfolio nor trade was started. Differences of cost price and market price is shown for Tk. 2,39,590 (1,34,920+1,04,670) shown portfolio
account.
13.02 Unrealized Gain / (Loss) on Investment in share during the year:
Unrealized Gain / (Loss) as per Current Year Portfolio Statement 5,505,868

Less: Deferred Tax on Unrealized Gain / (Loss) of Share (550,587)
Unrealized Gain / (Loss) during the year 4,955,281
14.0 Interest accrued but not due:

Fixed Deposit with different banks 19,487,810 16,279,794
National Investment Bond 2,034,216 1,058,258
Corporate Money Maker AC. - -
21,522,026 17,338,052
* The ranges of interest on FDR is 6.5 % to 9.5 % P.A.
15.0 Amount due from other persons or bodies carrying on insurance business:
An amount of Tk.6,99,45,148 is due from Sadharan Bima Corporation on account of re-insurance and co-insurance business done with SBC and
other Non-Life Insurance Companies under the co-insurance scheme.
Opening balance 58,415,707 103,085,090

Addition during the year (From PSB) 11,529,441 9,854,567
Less: Adjustment - (54,523,951)
Total 69,945,148 58,415,707
16.0 Sundry Debtors ( Advances, deposits and pre-payments):

Advance Salary 70,000 70,000
Advance Office Rent 3,987,611 2,769,876
Security Deposit (Telephone) 159,431 159,431
Advance Income Tax & TDS 256,802,449 233,558,801
Advance to Al- Razi Complex Association 515,000 515,000
261,534,491 237,073,108
16.01 Sundry Debtors (including advances, deposits and pre-payments):
Balance as on Addition during Realized during the Balance as on

Particulars
01 Jan 2018 the year year 31 Dec. 2018
Advance Salary 70,000 - - 70,000

Advance Office Rent 2,769,876 3,383,354 2,165,619 3,987,611
Security Deposit (Telephone) 159,431 - - 159,431
Advance Income Tax & TDS 233,558,801 23,243,648 - 256,802,449
Advance to Al- Razi Complex Association 515,000 - - 515,000
Total 237,073,108 26,627,002 2,165,619 261,534,491
16.02 Advance Income Tax & TDS :

Income Tax from Financial year 2011 to 2018 (Assessment Year 2012-2013 to 2019-2020) of Express Insurance Limited not yet finalized by the
Income Tax Authority. Advance Tax paid U/S-64, Tax paid U/S-74, Tax (DAS) in particular years were showing Advance Tax in Assets side under the
head Sundry debtors . In course of finalization of assessment by the Income Tax Authority then the Advance Tax will be adjusted. Details of Advance
Tax payments are given below :
SL Financial Year Assessment Year Advance Tax Status Remarks

01 2011 2012-2013 40,822,048 Return Submitted Hon’ble High Court
02 2012 2013-2014 17,803,954 Return Submitted Tribunal
03 2013 2014-2015 38,776,936 Return Submitted Tribunal
04 2014 2015-2016 38,629,090 Return Submitted
08 2018 2019-2020 23,243,648
Total 256,802,449
202
Amount in Taka
31 Dec 2018 31 Dec 2017
17.0 Cash and cash equivalent:

Fixed deposit with banks (Note-17.01) 494,935,605 491,712,145
Balance with banks (STD & CD ) 32,780,337 51,992,528
Cash in hand (including cash at branches) 2,057,825 1,758,726
Balance with sahre broker 11,384,413 -
541,158,180 545,463,399
17.01 Fixed deposit with banks
1 Al Arafah Islami Bank Ltd. 31,031,604 30,500,003
2 Bank Alfalah Ltd. 300,000 2,800,000
3 Arab Bangladesh Bank Ltd. 13,050,000 8,000,000
4 BD. Commerce Bank Ltd. 4,306,800 9,590,000
5 Bank Asia Ltd. 14,500,000 33,500,000
6 BASIC Bank Ltd. 3,000,000 3,500,000
7 BRAC Bank Ltd. 5,000,000 2,955,979
8 Commercial Bank of Ceylon Ltd. - 2,000,000
9 The City Bank Ltd. - 4,500,000
10 Dhaka Bank Ltd. 54,500,000 35,000,000
11 Dutch Bangla Bank Ltd. 3,652,816 11,652,816
12 Eastern Bank Ltd. 1,500,000 2,500,000
13 Exim Bank Ltd. 5,500,000 27,000,000
14 First Security Bank Ltd. 26,060,000 22,000,000
15 I.F.I.C Bank Ltd. 6,000,000 16,000,000
16 Islami Bank Bang. Ltd. 7,500,046 20,703,347
17 Jamuna Bank Ltd. 12,000,000 14,868,400
18 Mercantile Bank Ltd. 36,360,000 19,600,001
19 Mutual Trust Bank Ltd. 4,700,000 18,300,000
20 Midland Bank Ltd. 6,000,000 4,000,000
21 Meghna Bank Ltd 2,000,000 3,000,000
22 National Bank Ltd. 7,500,000 9,000,000
23 NCC Bank Ltd. 14,999,999 14,000,000
24 N.R.B Global 10,500,000 3,000,000
25 N.R.B Com. Bank Ltd 9,500,000 5,000,000
26 NRB Bank Ltd 5,000,000 -
27 One Bank Ltd. 21,541,600 12,041,600
28 Premier Bank Ltd. 16,500,000 10,000,000
29 Prime Bank Ltd. 5,000,000 12,000,000
30 Pubali Bank Ltd. 2,000,000 4,000,000
31 Rajshahi Krishi Unn. Bank - 1,000,000
32 Rupali Bank Ltd. 2,000,000 3,000,000
33 Social Islami Bank Ltd. 17,500,000 13,900,000
34 Shahjalal Islami Bank Ltd. 42,800,000 11,800,000
35 Southeast Bank Ltd. 25,059,314 33,500,000
36 Standard Bank Ltd. 42,500,000 26,000,000
37 State Bank of India 573,426 1,000,000
38 South Bangla Agriculture & Commerce Bank Ltd. 8,000,000 6,000,000
39 Trust Bank Ltd. 1,000,000 4,000,000
40 The Farmers Bank Ltd 1,500,000 1,500,000
41 United Com. Bank Ltd. 2,500,000 11,000,000
42 Uttara Bank Ltd. 1,000,000 6,000,000
43 Union Bank Ltd 21,000,000 11,000,000
44 National Finance Ltd - 1,000,000
494,935,605 491,712,145
18.0 Fixed Assets:

Property, plant and equipment 156,449,403 162,067,854
156,449,403 162,067,854
Detail of Fixed Assets Schedule is shown in the Annexure – A.
19.0 Interest, Dividend and Rents:

Interest Income (Note-19.01) 37,878,256 32,058,780
Dividend Income (19.02) 248,262 1,870,531
Other Income (Scrap Sold) 21,000 -
Total 38,147,518 33,929,311
203
Amount in Taka
31 Dec 2018 31 Dec 2017
19.01 Interest Income

National Investment Bond 3,955,058 2,989,708
Fixed Deposit Receipts 33,341,941 27,890,088
STD and Savings Account 581,257 673,102
Corporate Money Maker AC (DPS) - 505,882
37,878,256 32,058,780
19.02 Dividend Income :

Dividend Income represents the amount received from investment in share of Public limited company.
20.0 Profit and loss transferred from revenue account
Fire 6,806,673 (7,459,411)

Marine 27,582,326 38,399,801
Motor 19,268,793 14,840,070
Miscellaneous 1,575,673 (4,768,436)
55,233,465 41,012,024
21.0 Provision for Taxation Including Deferred Tax

Income before Tax 76,807,272 70,242,874
Less : Reserve for exceptional Loss (4,000,000) (5,000,000)
Less : WPPF (3,657,489) (3,344,899)
Less : Unrealized Loss/(Gain) on Share 4,955,281 (6,847,229)
Less : IPO Expenses (1,200,000) -
Less : Gain on car Sale - (4,915,986)
Less : Gain Sale of Share (5,626,303) -
Add : Accounting base Dep. 7,968,481 7,866,030
Less : Tax base Dep. (6,772,121) (18,373,053)
Business Income 68,475,121 39,627,737
Tax Calculation
Business Income 40% 27,390,049 15,851,095
Gain on car Sale 15% - 737,398
Gain on Sale of Share 10% 562,630 -
Deferred Tax (Note : 11) 1,355,494 2,552,560
29,308,173 20,131,746
22.0 Directors attendance fees:
Sl.
Name of Directors Total fees Total fees
No.
1 Md. Abdul Awal 239,000 160,000
2 Mahfuza younus 251,000 165,000
3 Farida Razzaq 293,000 225,000
4 Md. Mazakat Harun 163,000 225,000
5 Mrs. Halima Harun 114,000 -
6 Md. Shamsur Rahman 119,000 165,000
7 Marium Akhter 224,000 155,000
8 Syed Al Farooque 239,000 155,000
9 Khalilur Rahman Chowdhury 239,000 175,000
10 Latiful Bari 239,000 175,000
12 Amir Hamza Sarker 219,000 85,000
13 A.B.M Kaiser 239,000 50,000
14 Feroz Ahmed 142,000 30,000
15 Siddique Hossain Choudhury 151,000 55,000
16 Sultana Jahan - 115,000
Total 2,871,000 1,935,000
204
Amount in Taka
31 Dec 2018 31 Dec 2017
22.01 Details of directors’ attendance fees:
Sl. Details of attendance

Name of Directors Total
No. Board EC Claim Audit
1 Md. Abdul Awal 12 11 11 3 37
2 Mahfuza younus 12 11 11 3 37
3 Farida Razzaq 13 12 9 12 46
4 Md. Mazakat Harun 8 7 7 7 29
5 Mrs. Halima Harun 5 5 5 - 15
6 Md. Shamsur Rahman 8 7 - 7 22
7 Marium Akhter 12 11 - 11 34
8 Syed Al Farooque 13 12 - 12 37
9 Khalilur Rahman Chowdhury 13 - 12 12 37
10 Latiful Bari 13 12 12 - 37
11 Amir Hamza Sarker 12 - 10 11 33
12 A.B.M Kaiser 13 - 12 12 37
13 Feroz Ahmed 12 - - 11 23
14 Siddique Hossain choudhury 12 - - 11 23
Total: 158 88 89 112 447
23.0 Opening Appropriation Account Balance:

Balance B/D 86,024,083 88,138,548
Less : Dividend Paid (39,118,466) (45,864,556)
Add: Reserve Transferred 1,944,185 1,983,862
48,849,802 44,257,854
24.0 Premium less Re-Insurance:
Premium less re-insurance ( Note-24.01) 243,721,990 252,290,020

243,721,990 252,290,020
24.01 Premium less Re-Insurance:
Class of Business Gross Premium Re-Insurance Ceded Net Premium
Fire 128,743,409 86,560,426 42,182,983

Marine Cargo 106,596,424 33,364,425 73,231,999
Marine Hull 1,199,433 149,485 1,049,948
Motor 120,933,246 1,099,260 119,833,986
Miscellaneous 51,416,540 43,993,466 7,423,074
Total amount as on 31 December 2018 408,889,052 165,167,062 243,721,990
Total amount as on 31 December 2017 400,656,661 148,366,642 252,290,020
25.0 Claim Paid under Policies less Re-Insurance:

Claim Paid under Policies less Re-Insurance (Note-25.01) 21,170,977 19,430,928
21,170,977 19,430,928
25.01 Claim Paid under Policies less Re-Insurance:
Gross Claim
Class of Business Paid Re-Insurance Ceded Net Paid
Fire 61,465,076 65,920,469 (4,455,393)

Marine Cargo 10,534,861 1,280,337 9,254,524
Motor 14,207,020 (84,829) 14,291,849
Miscellaneous 9,868,276 7,788,279 2,079,997
Total amount (31.12.2018) 96,075,233 74,904,256 21,170,977
Total amount (31.12.2017) 56,377,593 36,946,665 19,430,928
205
Amount in Taka
31 Dec 2018 31 Dec 2017
26.0 Allocation of Management Expenses:

Salary & allowances 92,323,152 93,830,610
Festival Bonus 10,602,822 10,346,217
Postage & Telegram 518,036 484,597
Printing & Stationery 2,560,939 2,627,194
Conveyance 2,461,841 3,115,171
Office Cleaning 70,332 284,455
Travelling 129,377 19,000
Entertainment 2,961,292 2,986,150
Repairs and Maintenance Office 373,085 488,941
Telephone, Trunk call & Telex 2,756,386 3,102,535
Repairs and Maintenance Car 911,859 2,741,358
Repairs and Maintenance Computer 19,284 -
Tax Token & Fitness 388,468 -
Car Maintenance Fuel 1,383,381 -
Car Allowance 13,980,000 14,482,070
Internet Charge, Photocopy 1,017,017 968,935
Office Rent 9,607,752 7,874,320
Garage Rent 319,000 399,500
Gas, Water & Electricity expenses 2,190,008 2,036,250
Papers and yearicals 101,198 108,504
Rates, Taxes and Levies 211,124 110,000
Contribution, Fee and Charges 188,271 1,036,894
Bank Charge 1,645,613 963,357
Service Charge 427,781 427,777
Insurance Premium 208,171 595,202
Suppliers Bill - 219,452
Business Dev. Expenses 12,069,916 17,552,344
Management Expenses SBC-Fire 670,467 394,488
Management Expenses SBC-Marine 1,208,430 1,351,493
Management Expenses SBC-Motor 189,678 193,781
Management Expenses SBC-Miscellaneous 2,994,082 1,768,303
Stamp Duty consumed-Fire 98,095 47,813
Stamp Duty consumed-Motor 355,197 328,658
Stamp Duty consumed-Miscellaneous 21,960 19,237
164,964,014 170,904,606
26.01 Key Management Personnel Compensation:

The compensation of key management personnel of Express Insurance Ltd are as follows:
Post
Sl Short-term employee Other long- Termination Share based
Name of Employee employment
No. benefits term benefits benefits payment
benefits
Mr. K.M Saidur Rahman Salary TK. 49,20,000 P.F @10% of
01 No P.F No
Managing Director & CEO Bonus TK. 4,50,000 Basic salary.
Mr. Md. Anowar Hossain P.F @10% of
02 Bonus TK. 1,34,000 No P. F & WPPF No
Additional Managing Director Basic salary.
Mr. Md. Bahar Uddin Chy. Salary TK. 30,00,000 P.F @10% of
Additional Managing Director Bonus TK. 2,50,000 Basic salary.
Mr. Md. Badiuzzaman Lasker Assistant Salary TK. 14,40,000 P.F @10% of
Managing Director Bonus TK. 107,000 Basic salary.
Mr. Ahsan Habib P.F @10% of
Salary TK. 9,60,000
Mr. Md. Nakibur Rahman Khan P.F @10% of
Key Management Personnel Compensation included in management expenses and no other remuneration or special payment except as mentioned
above was made to the Key Management Personnel during the year 2018.
206
Amount in Taka
31 Dec 2018 31 Dec 2017
26.02 Appropriation of management expenses
Fire 56,650,750 57,203,039

Marine 44,022,026 60,713,090
Motor 55,746,235 38,852,827
Miscellaneous 8,545,003 14,135,650
164,964,014 170,904,606
27.0 Agency Commission:
As per Insurance Development & Regulatory Authority's (IDRA) circular No. non-life - 32/2012 date: 01 April 2012, the agency commission for non-
life insurance business were fixed at @15% for all classes of non-life insurance business .The agency commission for different classes of business are
furnished as under:
Fire 17,994,905 20,010,245
Marine 15,351,462 21,787,818
Motor 18,078,699 13,635,441
Miscellaneous 1,797,753 1,529,263
53,222,819 56,962,767
28.0 Provident Fund:

The Company operates Recognized Provident Fund consisted by independent Board of Trustees. The eligible employees contributes @ 10% of their
basic salary. The company’s contribution equal to employee's contribution to the scheme are charged to Statement of Comprehensive Income in
the year which they relate. During the year the company has transferred an amount of Tk.18,72,041 to the fund .
29.0 Collection From Premium and Other Received:
Premium Income 341,928,013 350,598,192

Interest Income 33,694,282 25,647,242
Dividend Income 248,262 1,870,531
Car Installment Received 1,289,324 1,102,850
Other Income 21,000 -
VAT Collection 27,085,255 31,601,090
404,266,136 410,819,905
30.0 Payment for Management Expenses, Re-insurance & Claims:

Management Expenses 158,273,002 168,373,703
Agency commission 52,322,819 56,962,767
Claim Paid 86,121,263 39,567,286
Paid To SBC 15,329,950 16,831,839
VAT Paid to Government 28,044,010 31,612,223
Non-Management Expenses 10,452,754 8,595,646
350,543,798 321,943,464
31.0 Income Tax Paid :

Advance Income Tax (U/S-64 & 74) 20,071,430 21,420,277
Tax on Bank Profit (TDS) 3,172,218 2,772,342
23,243,648 24,192,619
207
Amount in Taka
31 Dec 2018 31 Dec 2017
32.0 Related Party Disclosure [IAS-24]:
A) Particulars of Directors:
Position in the
Sl.
Name of Directors Status with EIL Entities where they have interests Firms/Companies
No. s
1 Mercantile Bank Ltd. Sponsor shareholder
1 Md. Abdul Awal Chairman
2 Synthia Securities Ltd. Managing Director
1 Younus Plastic Inds. Ltd. Director
2 Younus Filament Inds. Ltd. Director
3 Sobhan Ice & Cold Storage Ltd. Director
4 Younus Cold Storage Ltd. Director
5 Younus Specialized Cold Storage Ltd. Director
6 Siddheswari Cold Storage Ltd. Director
7 Europa Cold Storage Ltd. Director
8 Younus Spinning Mills Ltd. Director
9 Nowpara Cold Storage Pvt. Ltd. Director
2 Mahafuza Younus Vice Chairman
10 Garib-E-Newaz Cold Storage Pvt. Ltd. Director
11 Combined Food & Cold Storage Ltd. Director
12 Ananta Paper Mills Ltd. Director
13 Younus Fine Paper Mills Ltd. Director
14 Younus Offset Paper Mills Ltd. Director
15 Younus Paper Mills Ltd. Director
16 Sonali Paper & Board Mills Ltd. Chairman
17 Younus Newsprint Mills Ltd. Director
18 Sharif Cold Storage Ltd. Director
1 Nandini Printing & Publications Managing Director
2 Ideal Asset Development Ltd. Chair-person
3 Farida Razzaq Director
3 The Millenium International School Vice-Chairman
4 Altimete Asset Development Ltd. Vice-Chairman
1 Chemitan Ltd. Director

4 Halima Harun Director
2 Chemitan Trading Company Proprietor
1 Wills Fashion Ltd. Managing Director
2 Probal Garments Ltd. Managing Director
3 Wills Fashionwear (PVT.) Ltd. Managing Director
5 Syed Al Farooque Director 4 Wills Properties Ltd. Managing Director
5 Triple A Ltd. Managing Director
6 Mirzapur Resort Ltd. Managing Director
7 Chalishnu Publications Ltd. Managing Director
1 Karim Leathers Ltd. Director
6 Marium Akhter Director
2 Kamtex Ltd. Director
1 Khalil Knitwear Ltd. Chairman & MD
2 Khalil Garments Ltd. Chairman & MD
3 Khalil & Khalil Investment Ltd. Chairman & MD

7 Khalilur Rahman Choudhury Director
4 Ataiya Trading Corporation Ltd. Chairman & MD
5 Al-Hera Filing Station Proprietor
6 K. R. C. Rubber Plantation Proprietor
7 K.R.C. CNG & Filing Station Proprietor
1 Rahmat Knit-Dyeing & Finishing Ltd. Chairman
Managing
2 Rahmat Fashion Wear Ltd.
Director
8 Latiful Bari Director 3 Rahmat Textiles Ltd. Director
4 China Plastic (BD) Ltd. Director
5 Rahmat Rotors Ltd. Director
1 Logos Apparels Ltd. Managing Director
2 Logos Wear House Ltd. Chairman & MD
9 Amir Hamza Sarker Director 3 Rahmat Sweaters (BD) Ltd. Managing Director
4 Belkuchi Spinning Mills Ltd. Managing Director
5 Logos Printing & Design Proprietor
10 Mr. ABM Kaiser Director 1 Kaiser Trading Company Proprietor
208
Amount in Taka
31 Dec 2018 31 Dec 2017
B) Related party disclosures:

During the year, the Company carried out a number of transactions with related parties in the normal course of business and on an arms’ length
basis. The name of these related parties, nature of these transactions and their total value has been set out in accordance with the provision IAS-24:
Related party disclosure:
Nature of
Name of the Party Nature of Transaction Transaction value (Taka)
Relationship
2018 2017
Common
Chamitan Trading Company Insurance Premium 40,753 35,703
Directorship
Karim Leathers Ltd. Common 194,630 608,362
Insurance Premium
Kamtex Ltd. Directorship 696 43,027
Rahmat Textiles Ltd. 1,954,991 4,500,240
Rahmat Sweaters (BD) Ltd. 123,663 456,598
China Plastic (BD) Ltd. - 26,923
Rahmat Knit-Dying & Finishing Ltd. Common 139,433 368,899
Insurance Premium
Rahmat Fashion Wear Directorship 60,810 -
Rahmat Rotors Ltd. 20,721
Logos Apparels Ltd. 829,558 -
Belkuchi Spinning Mills Ltd. 656 88811
Common
Wills Properties Ltd. Insurance Premium 51,879 -
Directorship
Younus Plastic Industries Ltd. 20,728 20,952
Younus Fillament Industries Ltd. 31,748 31,748
Younus Paper Mills Ltd. 886,658 868,051
Sonali Papers & Board Mills Ltd. 996,861 1,094,528
Younus News Print Mills Ltd. Common 344,901 191,079

Insurance Premium
Younus Fine Paper Mills Ltd. Directorship 537,792 754,539
Younus Offset Paper Mills Ltd. 332,811 655,359
Ananta Paper Mills Ltd. 147,854 -
Younus Cold storage 457 -
Younus Spinning Mills Ltd. 146,350 62,992
Aggregate amount of remuneration paid to all Directors and Officers during the accounting year is as follows :
Amount In Taka
2018 2017
1. Directors Board Meeting Fee 2,871,000 1,935,000
2. Directors Remuneration Nil Nil
4. Chief Executive Officer Salary, Bonus & other Allowances 5,370,000 4,200,000
3. Officers & Executives Salary, Bonus & other Allowances 97,555,974 99,976,827
Total 105,796,974 106,111,827
33.0 Compliance of Schedule XI part II of the Companies Act, 1994:

No. of Employees
Particulars
31.12.2018 31.12.2017
Below Taka.72,000 per year - -
Taka.72,000 and above 585 580
Total 585 580

209
Amount in Taka
31 Dec 2018 31 Dec 2017
34.0 Corporate Tax Settlement Status:

The Company’s Tax settlement status is as under:
Income Year Assessment Year Status Remarks
2011 2012-2013 Return Submitted Hon’ble High Court
2012 2013-2014 Return Submitted Tribunal
2013 2014-2015 Return Submitted Tribunal
2014 2015-2016 Return Submitted
35.0 Subsequent event after the balance sheet date

The board of Directors in its 239th meeting held on 27 June, 2019 has recommended 10% Cash dividend which will be recognized in the accounts as
and when approved by the shareholders in the next annual general meeting.
36.0 General:
a) The Board of Directors received no remuneration from the Company other than the Board Meetings attendance fees as per clause no-109 of
Memorandum & Articles of Association of the Company & IDRA Circular Sharok No: 53. 03. 0000. 009. 18. 014.18. 123 Dated 31st May 2018 .
b) There was no capital expenditure commitment as on 31st December, 2018.
c) There was no claim against the Company as debt as on 31st December, 2018.
d) There has been no amount paid or received as commission to or from any person in respect of the Insurance Business transacted by outside of
Bangladesh.
e) Contingent Liability:
There is a demand of Tk. 982,670 for VAT by Customs & Excise Department against which the Company has filed a writ petition number 7744 of
2006 before the Hon’ble Supreme Court of Bangladesh, High Court Division. The decision by the Hon'ble Court is awaited.
210

FIXED ASSETS SCHEDULE
As on 31st December, 2018
Cost: Annexure-A
COST DEPRECIATION
Charge during Charge

Addition Sold/Add. Rate As on Sold/Adj. Written down
Total as on the year during the Total Charge Total as on
Particulars As on during the during the of 01-01-2018 during the value as on
31-12-2018 Taka. (on year during the 31-12-2018
01-01-2018 Taka. year year Dep. Taka. year 31-12-2018
Taka. Opening Less Taka. (on year Taka.
Taka. Taka. (Opening) Taka.
Sold) Addition)
1 2 3 4 5 6 7 8 9=(7+8) 10 11=(6+9-10) 12
Land & Building 40,168,508 - - 40,168,508 2% 4,582,997 711,710 0 711,710 - 5,294,707 34,873,801
Furniture & Fixture 5,764,036 298,395 - 6,062,431 10% 3,239,597 252,444 8,396 260,840 - 3,500,437 2,561,994
Office Decoration 16,719,835 587,841 - 17,307,676 10% 9,305,305 741,453 35,584 777,037 - 10,082,342 7,225,334
Office Equipment 1,901,074 82,650 - 1,983,724 20% 1,605,489 59,117 8,061 67,178 - 1,672,667 311,057
Computer with Printer 4,846,677 596,034 - 5,442,711 30% 2,680,857 649,746 95,776 745,522 - 3,426,379 2,016,332
Crockeries & Cutleries 115,691 3,400 - 119,091 20% 81,238 6,891 654 7,545 - 88,783 30,308
Motor Vehicles 34,412,220 - - 34,412,220 20% 20,698,101 2,742,824 - 2,742,824 - 23,440,925 10,971,295
Telephone Installation 263,717 30,800 - 294,517 20% 191,256 14,492 1,648 16,140 - 207,396 87,121
Electric Equipment 2,341,091 26,500 - 2,367,591 20% 1,763,633 115,492 3,601 119,093 - 1,882,726 484,865
Air Condition 6,821,276 724,410 - 7,545,686 20% 4,347,032 494,849 81,558 576,407 - 4,923,439 2,622,247
Sub-total : As at 31.12.2018 113,354,125 2,350,030 - 115,704,155 48,495,505 5,789,018 235,278 6,024,296 - 54,519,802 61,184,353
COST DEPRECIATION
Addition Sold/Add. Rate As on 01-01- Charge Sold/Adj. Written down
Total as on Charge during Total Charge Total as on
Particulars As on 01-01-2018 during the during the of 2018 during the during the value as on
31-12-2018 the year during the 31-12-2018
Taka. year year Dep. Taka. year year 31-12-2018
Taka. Taka. year Taka.
Taka. Taka. (Opening) Taka. Taka.
Land & Building 109,736,492 - 109,736,492 2% 12,527,257 1,944,185 - 1,944,185 - 14,471,442 95,265,050
Sub-total : As at 31.12.2018 109,736,492 - - 109,736,492 12,527,256 1,944,185 - 1,944,185 - 14,471,442 95,265,050
Total : As at 31.12.2018 223,090,617 2,350,030 - 225,440,647 61,022,761 7,733,203 235,278 7,968,481 - 68,991,244 156,449,403
31st December-2017 230,206,201 10,304,416 17,420,000 223,090,617 66,782,717 6,729,503 1,136,527 7,866,030 13,625,986 61,022,763 162,067,854
211

FORM "AA"
CLASSIFIED SUMMARY OF ASSETS AS AT 31 DECEMBER 2018
Amount in Taka
BOOK VALUE AS PER
CLASS OF ASSETS MARKET VALUE REMARKS
BALANCE SHEET
National Investment Bond 25,000,000 25,000,000 Not quoted in market
Investment in Share 50,196,325 30,633,991 Market Value
Fixed Deposit with Banks 494,935,605 494,935,605 Realizable Value
In STD A/C with Banks 44,164,750 44,164,750 Realizable Value
Cash in hand 2,057,825 2,057,825 Realizable Value
Interest on Investment accrued

but not due 21,522,026 21,522,026 Realizable Value
Amount due from other persons

or bodies carrying on
insurance business 69,945,148 69,945,148 Realizable Value
OTHER ASSETS :
Fixed Assets 156,449,403 156,449,403 At Cost / Revaluation

less depreciation
Sundry Debtors 261,534,491 261,534,491 Realizable Value
Stock of Stationery & Stamps 1,640,765 1,640,765 Value at Cost

Total 1,127,446,338 1,107,884,003
Sd/- Sd/- Sd/- Sd/-

Sd/-
212

Head Office, Dhaka
Statement Showing the details of Class wise Premium Income, Re-Insurance Accepted & Ceded, Commission Paid & Earned, Claim Paid, Recovered & Recoverable
For the period ended 31st December, 2018
Premium Income Commission Claims

Class of
Business Gross Re-Insurance Re-Insurance Net Direct Re-Insurance Re-Insurance Paid in Direct Re-Insurance Re-Insurance Net
Premium Accepted Ceded Premium Business Accepted Ceded Business Accepted Ceded Claim
Fire 119,891,764 - 80,001,903 39,889,861 17,994,905 - 28,957,949 60,006,460 - 64,899,208 (4,892,748)
M/Cargo 90,843,913 - 21,511,261 69,332,652 14,300,414 - 7,098,661 10,038,130 - 1,084,786 8,953,344
M/Hull 1,010,000 - - 1,010,000 151,048 - - - - - -
Motor 118,431,091 - 910,653 117,520,438 18,078,699 - 58,914 14,076,673 - - 14,076,673
Misc. 11,862,043 - 5,176,743 6,685,300 1,797,753 - 1,942,204 2,000,000 - - 2,000,000
Total 342,038,811 - 107,600,560 234,438,251 52,322,819 - 38,057,728 86,121,263 - 65,983,994 20,137,269
Government Business
Class of
Gross Re-Insurance Re-Insurance Net Direct Re-Insurance Re-Insurance Paid in Direct Re-Insurance Re-Insurance Net
Business
Fire 8,851,645 - 6,558,523 2,293,122 - - 751,634 1,458,616 - 1,021,261 437,355
M/Cargo 15,752,511 - 11,853,164 3,899,347 - - 2,285,287 323,312 - 44,241 279,071
M/Hull 189,433 - 149,485 39,948 - - 6,870 173,419 - 151,310 22,109
Motor 2,502,155 - 188,607 2,313,548 - - 1,352 130,347 - (84,829) 215,176
Misc. 39,554,497 - 38,816,723 737,774 - - 5,234,334 7,868,276 - 7,788,279 79,997
Total 66,850,241 - 57,566,502 9,283,739 - - 8,279,477 9,953,970 - 8,920,262 1,033,708
Direct Business Plus Government Business
Class of
Gross Re-Insurance Re-Insurance Net Direct Re-Insurance Re-Insurance Paid in Direct Re-Insurance Re-Insurance Net
Business
Fire 128,743,409 - 86,560,426 42,182,983 17,994,905 - 29,709,583 61,465,076 - 65,920,469 (4,455,393)
M/Cargo 106,596,424 - 33,364,425 73,231,999 14,300,414 - 9,383,948 10,361,442 - 1,129,027 9,232,415
M/Hull 1,199,433 - 149,485 1,049,948 151,048 - 6,870 173,419 - 151,310 22,109
Motor 120,933,246 - 1,099,260 119,833,986 18,078,699 - 60,266 14,207,020 - (84,829) 14,291,849
Misc. 51,416,540 - 43,993,466 7,423,074 1,797,753 - 7,176,538 9,868,276 - 7,788,279 2,079,997
Total 408,889,052 - 165,167,062 243,721,990 52,322,819 - 46,337,205 96,075,233 - 74,904,256 21,170,977
Sd/- Sd/- Sd/- Sd/-

Sd/-
213
214
b) Information as is required under section 186 of Company Act,1994 relating to holding company. The information is not applicable for this company.
C) Selected ratios as specified in Annexure D :
Express Insurance Ltd
Statement of Ratio Analysis
For the year ended 31st December 2018, 2017, 2016, 2015 and 2014 respectively
SL 2018 2017 2016 2015 2014
Particulars
No Amount Ratio Amount Ratio Amount Ratio Amount Ratio Amount Ratio
1) Liquidity Ratios :
Current Ratio (Times) = 951,434,600 925,179,488 923,541,760 864,701,916 800,718,803

i 3.43 3.81 3.75 3.73 3.54
(Current Assets / Current liability) 277,519,653 242,646,420 246,515,884 231,753,590 225,996,711
Quick Ratio (Times) = 688,259,344 686,798,654 707,713,350 683,507,036 659,548,759
ii (Current Assets-Inventory- Adv payment) 2.48 2.83 2.87 2.95 2.92
/(Current liability-Bank O/D) 277,519,653 242,646,420 246,515,884 231,753,590 225,996,711
2) Operating Efficiency Ratios :
Accounts Receivable turnover Ratio (Times) = 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
i 1.23 1.36 1.21 1.29 1.70
(Gross premium/Accounts Receivable) 331,479,639 295,488,815 317,984,368 311,146,903 246,811,151
ii Inventory Turnover Ratio N/A N/A N/A N/A N/A
Assets turnover Ratio= (Gross 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026

iii 0.37 0.37 0.35 0.39 0.43
premium/Total Assets) 1,107,884,003 1,087,247,342 1,086,965,242 1,032,439,653 974,862,558
3) Profitability Ratios :
Gross Margin Ratio (%) = 55,233,465 41,012,024 57,482,512 67,017,499 96,474,148

i 13.51% 10.24% 14.92% 16.74% 22.95%
(Gross profit/Gross premium) 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
Operating Income Ratio (%) = (Operating 37,988,732 24,550,348 37,103,984 46,134,423 70,202,881
ii 9.29% 6.13% 9.63% 11.53% 16.70%
profit/Gross premium) 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
Net Profit Ratio (%) = 43,841,610 46,766,229 49,264,330 56,505,360 85,789,736

iii 10.7% 11.7% 12.8% 14.1% 20.4%
( Profit after tax/Gross premium) 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
Return on Assets Ratio (%) = 43,841,610 46,766,229 49,264,330 56,505,360 85,789,736

iv 3.96% 4.30% 4.53% 5.47% 8.80%
( Profit after tax/Total Assets) 1,107,884,003 1,087,247,342 1,086,965,242 1,032,439,653 974,862,558
Return on Equity Ratio (%) = 43,841,610 46,766,229 49,264,330 56,505,360 85,789,736

v 5.99% 6.29% 6.64% 8.14% 13.46%
(Profit after tax/Shareholders equity) 732,245,585 743,012,199 742,110,526 693,923,794 637,418,434
Earnings per share (Taka) = 43,841,610 46,766,229 49,264,330 56,505,360 85,789,736

vi 1.12 1.20 1.26 1.44 2.64
( Profit after tax/No of Share) 39,118,464 39,118,464 39,118,464 39,118,464 32,598,720
Earnings before interest, taxes, depreciation and 84,775,753 78,108,904 82,069,942 94,607,438 125,061,495
vii amortization (EBITDA) Margin = 20.73% 19.50% 21.30% 23.63% 29.75%
(EBITDA/Gross premium) 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
215
SL 2018 2017 2016 2015 2014

Particulars
No Amount Ratio Amount Ratio Amount Ratio Amount Ratio Amount Ratio
4) Solvency Ratios :
Debt to Total Assets (Times) =

i N/A N/A N/A N/A N/A
(Total Debt/Total Assets)
Debt to Equity Ratio (Times) =

ii N/A N/A N/A N/A N/A
(Total Debt/Total Shareholders' Equity)
Time Interest Earned Ratio (Times) = 70,202,881

iii N/A N/A N/A N/A 228.64
(Operating Profit/Net Interest Expenses) 307,052
Debt service Coverage Ratio = 125,061,495

iv N/A N/A N/A N/A 119.16
(EBITDA/Total Debt Service) 1,049,520
5) Cash Flow Ratios :
Net Operating Cash Flows Per Share= (Net 30,478,690 64,683,822 56,752,028 6,609,341 96,779,597
i 0.78 1.65 1.45 0.17 2.97
Operating cash flow/No. Ordinary Shares) 39,118,464 39,118,464 39,118,464 39,118,464 32,598,720
Net Operating Cash Flows Per Share/EPS =(Net 0.78 1.65 1.45 0.17 2.97
ii 0.70 1.38 1.15 0.12 1.12
Operating cash flow per Share/EPS) 1.12 1.20 1.26 1.44 2.64
Sd/- Sd/- Sd/-

Dated: Dhaka Md. Obaidul Akbar K.M Saidur Rahman AHMED ZAKER & CO.
June 30, 2019 Sr.AGM & CFO Managing Director & CEO Chartered Accountants
216
Selected ratios as specified in Annexure-D(12/31/2013)

EIL INDUSTRY
Financial ratio Ratio AVERAGE Remark/Explanation
Liquidity Ratio
Current Ratio 3.87 2.25 EIL's Current Ratio is higher than the industry average current ratio
because of relatively lower current liabilities
EIL's Ratio is higher than the industry average ratio as quick assets are relatively
Quick Ratio 3.34 2.23 higher
Times Interest Earned Ratio N/A N/A
Debt Equity Ratio (In times) 0.00 0.35 EIL's has no debt compare to industry
Operating Ratios
Accounts Receivable Turnover Ratio(In
2.09 4.7 EIL's Ratio is lower as collection period is longer than the average industry
times)
Inventory Turnover Ratio (In times) N/A N/A
EIL's Ratio is lower than the industry average ratio as EIL generating
Asset Turnover Ratio (In times) 0.45 0.62 revenue with a relatively much amount of fixed assets.
Profitability Ratio
Gross Margin Ratio % 20% 12% EIL's Ratio is better than the industry average ratio as lower overhead cost
Operating Profit Ratio % 14% 16.54% EIL's Ratio is lower than the industry average ratio as lower operating profit
Net Profit Ratio % 20% 13.63% EIL's Ratio is higher than the industry average ratio as higher net profit
Return on Assets Ratio (ROA) % 9% 7.33% EIL's Ratio is higher than the industry average ratio as higher net profit.
Return on Equity Ratio (After Tax)% 13% 16.05% EIL's Ratio is lower than the industry average ratio as lower net profit.
Earnings Per Share Ratio (EPS 2.62 3.79 EIL’s EPS is lower than the industry average EPS as lower net profit.
Coverage Ratios
Debt to total Assets Ratio 8% 28% EIL's Ratio is lower due to lower debt than industry average
Debt Service Coverage Ratio N/A N/A
Cash Flow
EIL's NOCFPS is lower than the industry average ratio as net operating cash flow
Net Operating Cash Flow Per Share 2.45 78.16 is relatively lower
Net Operating Cash Flow Per EIL's Ratio is lower than the industry average ratio as net operating cash flow is relatively
Share/Earnings Per Share(EPS) .93 20.62 lower.
217
Selected ratios as specified in Annexure-D(12/31/2014)

EIL INDUSTRY
Financial ratio Ratio AVERAGE Remark/Explanation
Liquidity Ratio
Current Ratio 3.54 2.45 EIL's Current Ratio is higher than the industry average current ratio because of
relatively lower current liabilities
EIL's ratio is higher than the industry average ratio as quick assets are relatively
Quick Ratio 2.92 2.44 lower
Times Interest Earned Ratio N/A N/A

Debt Equity Ratio (In times) - 0.46 EIL's has no debt compare to industry
Operating Ratios
Accounts Receivable Turnover
Ratio(In times) 1.70 2.81 EIL's Ratio is lower as collection period is longer than the average industry
Inventory Turnover Ratio (In times) N/A N/A
Asset Turnover Ratio (In times) 0.43 0.43 EIL's Ratio is similar with Industry
Profitability Ratio
Gross Margin Ratio % 23% 27% EIL's Ratio is lower than the industry average ratio as higher overhead cost.
Operating Profit Ratio % 17% 21% EIL's Ratio is lower than the industry average ratio as lower operating profit.
Net Profit Ratio % 20% 18% EIL's Ratio is higher than the industry average ratio as higher net profit.
Return on Assets Ratio (ROA) % 9% 8.65% EIL's Ratio is higher than the industry average ratio as lower net profit.
Return on Equity Ratio (After Tax)% 13.46% 16.05% EIL's Ratio is lower than the industry average ratio as lower net profit.
Earnings Per Share Ratio (EPS 2.63 4.37 EIL’s EPS is lower than the industry average EPS as lower net profit.
Coverage Ratios
Debt to total Assets Ratio - 26.10% EIL's has no debt compare to industry
Debt Service Coverage Ratio N/A N/A
Cash Flow
EIL's Ratio is lower than the industry average ratio as net operating cash flow is
Net Operating Cash Flow Per Share 2.96 24.85 relatively lower.
Net Operating Cash Flow Per EIL's Ratio is lower than the industry average ratio as net operating cash flow is
Share/Earnings Per Share(EPS) 1.12 5.68 relatively lower.
218
Selected ratios as specified in Annexure-D (12/31/2015)

Express Industry Remark /Explanation
Current Ratio 3.73 2.97 EIL current ratio is comparatively higher than the industry average as it seems the company has lower
current liabilities and higher current assets.
Quick Ratio 2.95 2.58 The quick ratio of EIL is higher than the industry average as the firm has optimum amount of advance
payments in its current ratio.
Accounts Receivable Turnover Ratio 1.29 3.99 Accounts receivable turnover seems to be significantly lower than the industry average, which has happened
due to high volume of receivables.
Inventory Turnover Ratio N/A N/A
Asset Turnover Ratio .39 0.48 Asset turnover ratio of EIL is slightly lower than the industry average due to increase in assets in the recent
years.
Gross Margin Ratio 16.74% 10.33% The company seems to have significantly higher gross margin ratios compared to its peer companies.
Operating Income Ratio 11.53% 7.64% The company seems to have significantly higher operating margin ratios compared to its peer companies.
Net Profit Ratio 14.1% 13.14% The company seems to have significantly higher net profit ratios compared to its peer companies.
ROA 5.47% 6.23% Return on assets seems to be bit lower than the industry average, which has happened due to increase in
assets in the year as well as slight decrease in income.
ROE 8.14% 11.24% Return on equity seems to be bit lower than the industry average, which has happened due to increase in
equity capital in the year as well as slight decrease in income.
EPS 1.44 1.84 Earnings per share of the company seem to be lower than the industry average, it has happened due to the
lower income in the year.
EBITDA Margin 23.63% 21.50% EBITDA margin is higher than the industry which indicates better operating performance of the company.
Debt to Total Assets N/A N/A
Debt to Equity Ratio N/A N/A
TIE N/A N/A
Debt Service Coverage Ration N/A N/A
Net operating cash flow per share .17 2.47 The operating cash flow per share is significantly lower, which indicates the firm might need to generate
more cash flows to ensure growth.
Net operating cash flow per share/EPS .12 1.33 The operating cash flow per share/EPS is significantly lower, which indicates the firm might need to generate
more cash flows to ensure growth.
219

EIL Ratio 2016 Remark /Explanation
Accounts Receivable Turnover Ratio 1.21 3.09 Accounts receivable turnover seems to be significantly lower than the industry average, which has
happened due to high volume of receivables.
Asset Turnover Ratio .35 0.43 Asset turnover ratio of EIL is slightly lower than the industry average due to increase in assets in the
recent years.
Gross Margin Ratio 14.92% 11.94% The company seems to have significantly higher gross margin ratios compared to its peer companies.
Operating Income Ratio 9.63% 7.85% The company seems to have significantly higher operating margin ratios compared to its peer
companies.
Net Profit Ratio 12.8% 13.14% The company seems to have significantly higher net profit ratios compared to its peer companies.
ROA 4.53% 5.59% Return on assets seems to be bit lower than the industry average, which has happened due to increase
in assets in the year as well as slight decrease in income.
ROE 6.64% 10.03% Return on equity seems to be lower than the industry average, which has happened due to increase in
EPS 1.26 1.71 Earnings per share of the company seem to be lower than the industry average, it has happened due to
the lower income in the year.
EBITDA Margin 21.30% 30.60% EBITDA margin is higher than the industry which indicates better operating performance of the
company.
TIE N/A N/A
Net operating cash flow per share 1.45 1.50 The operating cash flow per share is almost at the industry level, which indicates the firm is generating
adequate cash flows per share.
Net operating cash flow per share/EPS 1.15 0.90 The operating cash flow per share is above the industry level, which indicates the firm is generating
better cash flows per share.
220

EIL Ratio 2017 Remark /Explanation
Accounts Receivable Turnover Ratio 1.36 3.71 Accounts receivable turnover seems to be significantly lower than the industry average, which as
happened due to high volume of receivables.
Asset Turnover Ratio 0.37 0.43 Asset turnover ratio of EIL is slightly lower than the industry average due to increase in assets in the
recent years.
Gross Margin Ratio 10.24% 12.32% The company seems to have slightly lower gross margin ratios compared to its companies.
Operating Income Ratio 6.13% 8.94% The company seems to have lower operating margin ratios compared to its companies.
Net Profit Ratio 11.7% 12.5% The company seems to have slightly lower Net profit ratios compared to its companies.
ROA 4.30% 6.2% Return on assets seems to be bit lower than the industry average, which has happened due to increase
in assets in the year as well as slight decrease in income.
ROE 6.29% 12.3% Return on equity seems to be lower than the industry average, which has happened due to increase in
EPS 1.20 2.8 Earnings per share of the company seem to be lower than the industry average, it has happened due to
the lower income in the year.
EBITDA Margin 19.50% 20.6% EBITDA margin is slightly lower than the industry .

TIE N/A N/A
Net operating cash flow per share 1.65 1.95 The operating cash flow per share is almost at the industry level, which indicates the firm is generating
adequate cash flows per share.
Net operating cash flow per share/EPS 1.38 1.28 The operating cash flow per share is above the industry level, which indicates the firm is generating
better cash flows per share.
221
N.B. To compare ratio between Express Insurance limited and industry, we consider two companies among
insurance sector. Bangladesh National Insurance Company ltd and Provati Insurance Company Ltd both are
non-life homogeneous insurance companies. We consider both of the companies for comparison which are
very recently listed in the both stock Exchange in Bangladesh. Due to unavailability of financial statements
and financial information, we are unable to calculate and compare the financial performance for the year
2018.
(d) Auditors report under Section 135(1), Para 24(1) of Part II of Schedule III of the ক োম্পোন
আইন 1994. The report shall include comparative income statements and balance sheet and
aforementioned ratios for immediately preceding five accounting years of the issuer. If the
issuer has been in commercial operation for less than five years, the above-mentioned
inclusion and submission will have to be made for the periods in commercial operation.
222
AUDITOR’S REPORT IN PURSUANCE OF SECTION 135 (1) UNDER PARA 24(1) OF PART II OF THE
THIRD SCHEDULE OF THE COMPANIES ACT, 1994
OF
We have audited the financial statement of Express Insurance Limited for the year ended 31st
December, 2018. We have also examined the financial statement of the company for the year ended
31st December, 2014 to 31st December, 2017 in pursuance of section-135 (1) paragraph 24 (1) part II
of the third schedule of the companies Act, 1994 and we report that:
1. The Company was incorporated on March 30, 2000.
2. The statement of operating result of the company for the year ended 31st December 2000 to
31st December 2007 has been duly audited and certified by M.A. Malek Siddiqui Wali & Co,
Chartered Accountants and for the year ended 31st December 2008 to 31st December 2013
has been duly audited and certified by Huda Hossain & Co, Chartered Accountants and for
the year ended 31st December, 2014 to 31st December, 2016 has been duly audited and
certified by Artisan, Chartered Accountants. We have audited and certified the financial
statement of the company for the year ended 31st December, 2017 to 31st December, 2018.
3. We have also certified the statement of assets and liabilities of the company as of 31st
December, 2017 to 31st December, 2018, Artisan, Chartered Accountants certified for the
year ended 31st December, 2014 to 31st December, 2016. Huda Hossain & Co. Chartered
Accountants certified for the year ended 31st December, 2008 to 31st December, 2013 and
M.A. Malek Siddiqui Wali & Co, Chartered Accountants certified for the year ended 2000 to
31st December 2007.
4. The Company has declared dividend for the year 2014, 2015,2016,2017 & (proposed)
2018 are given below:
2018
Year 2017 2016 2015 2014
(Proposed)
Cash 10% 10% 10% 12% -
Stock - - - - 20%
5. We have also certified the statement of profit or loss and other comprehensive Income &
Statement of Cash Flow for the year ended 31st December 2014 to 31st December 2018.
6. The Company has no subsidiaries,
7. No proceeds or part of proceeds of the issue of shares were applied directly by the Company
in the purchase of any other business.
8. Net Assets Value (NAV) per share, Earning per Share (EPS) and Net operating cash flow per
Share (NOCFPS) has been calculated on the basis of year ended no. of Shares.
Sd/-
223

Statement of Financial Position
As at 31st December 2018, 2017, 2016, 2015 and 2014 respectively
Capital & Liabilities 31-Dec-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 Assets & Properties 31-Dec-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14
Authorized Capital:
75,000,000 ordinary shares 750,000,000 750,000,000 750,000,000 750,000,000 750,000,000 Investment (At Cost): 55,633,990 65,581,496 67,582,517 61,366,079 58,796,417
of
Tk.10 each
National Investment Bond 25,000,000 25,000,000 25,000,000 25,000,000 25,000,000
Issued, subscribed,& paid up Investment In Share 30,633,990 40,581,496 32,182,517 29,866,079 31,196,417
capital CMM Account - - 10,400,000 6,500,000 2,600,000
ordinary shares of Tk.10 each 391,184,640 391,184,640 391,184,640 391,184,640 325,987,200 Interest accrued but not due 21,522,026 17,338,052 10,926,514 10,255,853 12,751,125
Reserve for Exceptional loss 172,594,241 168,594,241 163,594,241 153,594,241 138,594,241 Amount due from other
Revaluation Surplus 80,975,292 97,209,235 99,193,097 101,217,446 103,283,108 persons or bodies carrying
Reserve for Investment on insurance business 69,945,148 58,415,707 103,085,090 130,959,483 106,357,577
Fluctuation Fund ------------------------------------------------------------------------------------------------------------------------------------------------- Sundry Debtors (including
advances, deposits and
Profit & Loss Appropriation A/C 87,491,412 86,024,083 88,138,548 47,927,467 69,553,885 pre-payments) 261,534,491 237,073,108 214,899,278 180,187,420 140,453,574
Cash and cash equivalent 541,158,180 545,463,399 526,119,229 480,925,621 481,643,640
Balance of Funds Accounts: 98,118,765 101,588,723 98,338,832 106,762,269 111,447,413 Fixed Deposit with Banks 494,935,605 491,712,145 460,635,392 453,191,593 447,393,140
Fire Insurance Business 16,873,193 21,102,120 13,294,767 17,376,134 27,118,009 Balance with Banks 32,780,337 51,992,528 64,334,492 24,979,694 32,896,274
Current Account
Marine Insurance Business 30,342,748 42,204,440 53,828,361 57,636,869 62,037,105 11,384,413 - - - 693
with Share Broker
Motor Insurance Business 47,933,594 35,914,119 28,399,798 29,276,171 21,003,770 Cash in hand 2,057,825 1,758,726 1,149,345 2,754,334 1,353,533
Miscellaneous Insurance Business 2,969,230 2,368,044 2,815,906 2,473,095 1,288,529
Reserve for WPPF 6,997,388 3,344,899 - - -

Premium Deposit 1,720,256 1,831,054 3,011,627 2,544,198 3,259,201 Other accounts 158,090,168 163,375,580 164,352,614 168,745,197 174,860,225
Fixed Assets
Liabilities and Provisions 268,802,009 237,470,467 243,504,257 229,209,392 222,737,510 156,449,403 162,067,854 163,423,482 167,737,737 174,143,755
(At cost less depreciation)
Estimated liability in respect of

outstanding claims whether 3,537,278 3,699,400 4,574,094 5,991,668 3,652,323 Stock of Stationery 632,995 341,111 327,517 307,850 301,780
due or intimated
Amount due to other persons
or
bodies carrying on Insurance 52,708,283 64,479,395 81,311,234 94,075,012 112,392,925 Insurance Stamps in hand 1,007,770 966,615 601,615 699,610 414,690
Business
Sundry Creditors 5,628,209 5,410,777 13,869,780 10,393,563 17,943,113
Deferred Tax Liability 22,582,898 7,488,233 4,935,673 127,926 132,255
Provision for Income Tax 184,345,341 156,392,662 138,813,476 118,621,223 88,616,894
Total 1,107,884,003 1,087,247,342 1,086,965,242 1,032,439,653 974,862,558 Total 1,107,884,003 1,087,247,342 1,086,965,242 1,032,439,653 974,862,558
Net Assets Value per Share(NAV) 18.72 18.99 18.97 17.74 19.55
Sd/- Sd/- Sd/-

Dhaka Md. Obaidul Akbar K.M Saidur Rahman Ahmed Zaker & Co.
June 30, 2019 Sr. AGM & CFO Managing Director & CEO Chartered Accountants
224

Statement of Profit or Loss and Other Comprehensive Income (Profit and Loss Account)
Particulars 31-Dec-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14 Particulars 31-Dec-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14
Expenses of management (not applicable Interest, Dividend and Rents (not applicable
to any particular fund or account): 17,244,733 16,461,676 20,378,528 20,883,076 26,578,319 to any particular fund or account): 38,147,518 33,929,311 34,843,908 41,701,275 45,893,907
Directors' fees 2,871,000 1,935,000 1,780,000 1,705,000 1,685,000 Interest income 37,878,256 32,058,780 33,729,432 40,971,274 45,384,040
Audit fees 259,250 182,000 100,500 144,750 154,000 Dividend Income 248,262 1,870,531 1,114,476 730,001 495,210
Donation & subscription 422,000 345,000 339,700 325,000 395,500 Other income 21,000 - - - 14,657
Legal & professional fees 197,500 346,375 371,125 529,807 1,226,375
Company Contribution to PF 1,872,041 1,954,500 2,021,599 1,691,908 1,546,672 Unrealized Gain on Sale of Share 6,847,229 2,316,438 - -
Interest on lease Rental - - - - 307,052
Incentive bonus - - - - 5,670,545 Profit/(loss) transferred from 55,233,465 41,012,024 57,482,512 67,017,499 96,474,148
IPO Submission Fee - 306,625 - - - Fire Insurance Revenue Account 6,806,673 (7,459,411) (9,425,759) 4,913,489 13,961,980
Group Insurance 497,134 509,066 468,132 466,203 496,469 Marine Insurance Revenue Account 27,582,326 38,399,800 49,519,989 58,169,760 73,604,455
Managers Conference & Picnic 2,312,885 - 2,912,429 3,083,816 2,009,317 Motor Insurance Revenue Account 19,268,793 14,840,070 13,906,282 4,382,258 6,205,046
Depreciation 7,968,481 7,866,030 7,805,612 8,102,078 8,964,707 Misc. Insurance Revenue Account 1,575,673 (4,768,435) 3,482,000 (448,008) 2,702,667
Registration fees 592,256 2,673,537 4,156,415 4,267,814 3,389,914
Advertisement & Publicity 252,186 343,543 423,016 566,700 732,768 Gain on Sale of Car - 4,915,986 - - -
Loss on sale of share - - - - - Gain on Sale of Share 5626303
Loss on Revaluation of share 4,955,281 - - 1,330,338 -
Deferred Tax Expenses - - - - -
Balance for the period carried to
Profit & Loss Appropriation Accoun 76,807,272 70,242,874 74,264,330 86,505,360 115,789,736
99,007,286 86,704,550 94,642,858 108,718,774 142,368,055 99,007,286 86,704,550 94,642,858 108,718,774 142,368,055
Statement of Appropriation Account

Reserve for exceptional losses 4,000,000 5,000,000 10,000,000 15,000,000 20,000,000 Balance from last year 48,849,802 44,257,854 48,874,218 6,422,107 3,764,149
Provision for income tax including
deferred Tax 29,308,173 20,131,746 25,000,000 30,000,000 30,000,000 Net profit for the period brought down 76,807,272 70,242,874 74,264,330 86,505,360 115,789,736
Worker's Profit Participation Fund 3,657,489 3,344,899 - - -

Balance at the end of the period
as shown in the Balance Sheet 88,691,412 86,024,083 88,138,548 47,927,467 69,553,885
125,657,074 114,500,728 123,138,548 92,927,467 119,553,885 125,657,074 114,500,728 123,138,548 92,927,467 119,553,885
Earning Per Share (EPS) 1.12 1.20 1.26 1.44 2.64
EPS-Diluted 1.12 1.20 1.26 1.44 2.19
Sd/- Sd/- Sd/-

Dhaka Md. Obaidul Akbar K.M Saidur Rahman AHMED ZAKER & CO.
225

Consolidated Insurance Revenue Account
Claims under policies less re-insurances: Balance of account at the beginning of the period:
Paid During the period 21,170,977 19,430,928 23,624,224 25,734,308 17,196,958 Reserve for unexpired risks 101,588,723 98,338,832 106,762,269 111,447,413 105,920,478
Premium less re-insurances 243,721,990 252,290,020 244,702,637 266,424,543 278,492,468
Total estimated liability in respect

of outstanding claims at the end of 3,537,278 3,699,400 4,574,094 5,991,668 3,652,323 Commission on 46,337,205 38,395,502 42,891,045 39,191,864 50,096,474
the period whether due or re-insurances ceded
intimated
24,708,255 23,130,328 28,198,318 31,725,976 20,849,281
Less: Claims outstanding at the
end of the previous period 3,699,400 4,574,094 5,991,668 3,652,323 6,630,243
21,008,855 18,556,234 22,206,650 28,073,653 14,219,038
Agency Commission 52,322,819 56,962,767 51,926,971 59,574,398 60,172,733
Expenses of management 164,964,014 170,904,606 164,400,986 155,636,001 152,196,088
Balance of account at the end of

the period as shown in 98,118,765 101,588,723 98,338,832 106,762,269 111,447,413
the Balance Sheet
Profit transferred to
55,233,465 41,012,024 57,482,512 67,017,499 96,474,148
Profit & Loss Account
391,647,918 389,024,354 394,355,951 417,063,820 434,509,420 391,647,918 389,024,354 394,355,951 417,063,820 434,509,420
Sd/- Sd/- Sd/-

226

Particulars 31-Dec-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14
A. Cash flow from operating activities

Collection from premium and other income 404,266,136 410,819,905 404,040,281 433,291,249 441,584,235
Payment for management expense, re-insurance and claims (350,543,798) (321,943,464) (313,968,729) (386,813,278) (312,296,163)
Income Tax paid (23,243,648) (24,192,619) (33,319,524) (39,868,630) (32,508,475)
Net cash generated from operating activities (A) = 30,478,690 64,683,822 56,752,028 6,609,341 96,779,597
B. Cash flow from investing activities
Fixed Assets acquired (2,350,030) (10,304,416) (3,517,357) (1,696,060) (3,978,542)
Sale Proceeds from Fixed Assets - 26,000 - -
Investment in Share (8,129,585) (1,437,640) - - (44,720)
Sale of Share 18,197,526 - - - -
Security Deposit & Advances (3,383,354) (317,040) (3,089,465) (1,731,300) (1,888,140)
Encashment of CMM Accounts - 13,884,000
Investment in CMM Accounts - (1,300,000) (3,900,000) (3,900,000) (2,600,000)
Net cash generated/(used) in investing activities (B) = 4,334,557 524,904 (10,480,822) (7,327,360) (8,511,402)
C. Cash flow from financing activities
Cash Dividend paid (39,118,466) (45,864,556) (1,077,598) - (65,197,440)
Net cash used in financing activities (C) = (39,118,466) (45,864,556) (1,077,598) - (65,197,440)
D. Net increase in cash and cash equivalents (D =A+B+C) (4,305,219) 19,344,170 45,193,608 (718,019) 23,070,755
E. Cash & cash equivalent at the beginning of the year 545,463,399 526,119,229 480,925,621 481,643,640 458,572,885
F. Cash & cash equivalent at the end of the period (F=D+E) 541,158,180 545,463,399 526,119,229 480,925,621 481,643,640
G. Net cash flows from operating activities per share (NOCFPS) 0.78 1.65 1.45 0.17 2.97
Sd/- Sd/- Sd/-

227

A. Net cash generated from operating activities 30,478,690 64,683,822 56,752,028 6,609,341 96,779,597
B. Net cash generated/(used) in investing activities 4,334,557 524,904 (10,480,822) (7,327,360) (8,511,402)
C. Net cash used in financing activities (39,118,466) (45,864,556) (1,077,598) - (65,197,440)
D. Net increase in cash and cash equivalents (D =A+B+C) (4,305,219) 19,344,170 45,193,608 (718,019) 23,070,755
E. Cash & cash equivalent at the beginning of the year 545,463,399 526,119,229 480,925,621 481,643,640 458,572,885
F. Cash & cash equivalent at the end of the period (F=D+E) 541,158,180 545,463,399 526,119,229 480,925,621 481,643,640
G. No. of Equity Shares 39,118,464 39,118,464 39,118,464 39,118,464 32,598,720
H. Net Operating Cash flows per Share (NOCFPS) 0.78 1.65 1.45 0.17 2.97
I. Net Operating Cash flows per Share/EPS 0.70 1.38 1.15 0.12 1.12
Sd/- Sd/- Sd/-

228

Classified summary of the Assets
National Investment Bond 25,000,000 25,000,000 25,000,000 25,000,000 25,000,000
Investment in share 30,633,990 40,581,496 32,182,517 29,866,079 31,196,417
Investment Iin CMM Accounts - - 10,400,000 6,500,000 2,600,000
Fixed deposit with Banks 494,935,605 491,712,145 460,635,392 453,191,593 447,393,140
Cash at Bank on STD & Current Account 32,780,337 51,992,528 64,334,492 24,979,694 32,896,274
Amount due from other person or bodies
69,945,148 58,415,707 103,085,090 130,959,483 106,357,577
carrying on insurance business
Cash in Hand 2,057,825 1,758,726 1,149,345 2,754,334 1,353,533
Current account with share broker 11,384,413 - - - 693
Stock of stationery & stamp 1,640,765 1,307,726 929,132 1,007,460 716,470
Accrued interest 21,522,026 17,338,052 10,926,514 10,255,853 12,751,125
Sundry debtors 261,534,491 237,073,108 214,899,278 180,187,420 140,453,574
Fixed Assets 156,449,403 162,067,854 163,423,482 167,737,737 174,143,755
Total 1,107,884,003 1,087,247,342 1,086,965,242 1,032,439,653 974,862,558
Sd/- Sd/- Sd/-

229
(e) Financial spread sheet analysis for the latest audited financial statements;
Statement of Financial position
As at 31st December 2018, 2017, 2016, 2015 and 2014 respectively
As at 31.12.2018 As at 31.12.2017 As at 31.12.2016 As at 31.12.2015 As at 31.12.2014

Particulars % of Total % of Total % of Total % of Total % of Total
Taka Taka Taka Taka Taka
Assets Assets Assets Assets Assets
ASSETS :
Investment 55,633,990 5.02% 65,581,496 6.03% 67,582,517 6.22% 61,366,079 5.94% 58,796,417 6.03%
Interest Accrued 21,522,026 1.94% 17,338,052 1.59% 10,926,514 1.01% 10,255,853 0.99% 12,751,125 1.31%
Amount due from other persons 69,945,148 6.31% 58,415,707 5.37% 103,085,090 9.48% 130,959,483 12.68% 106,357,577 10.91%
Sundry Debtors 261,534,491 23.61% 237,073,108 21.80% 214,899,278 19.77% 180,187,420 17.45% 140,453,574 14.41%
Cash & Cash equivalent 541,158,180 48.85% 545,463,399 50.17% 526,119,229 48.40% 480,925,621 46.58% 481,643,640 49.41%
Fixed Assets 156,449,403 14.12% 162,067,854 14.91% 163,423,482 15.03% 167,737,737 16.25% 174,143,755 17.86%
Stock of Stationery 632,995 0.06% 341,111 0.03% 327,517 0.03% 307,850 0.03% 301,780 0.03%
Insurance Stamps in hand 1,007,770 0.09% 966,615 0.09% 601,615 0.06% 699,610 0.07% 414,690 0.04%
TOTAL ASSETS 1,107,884,003 100.00% 1,087,247,342 100.00% 1,086,965,242 100.00% 1,032,439,653 100.00% 974,862,558 100.00%
EQUITY & LIABILITIES :

Share Capital 391,184,640 35.31% 391,184,640 35.98% 391,184,640 35.99% 391,184,640 37.89% 325,987,200 33.44%
Reserve for Exceptional loss 172,594,241 15.58% 168,594,241 15.51% 163,594,241 15.05% 153,594,241 14.88% 138,594,241 14.22%
Revaluation Surplus 80,975,292 7.31% 97,209,235 8.94% 99,193,097 9.13% 101,217,446 9.80% 103,283,108 10.59%
Profit & Loss Appropriation A/C 87,491,412 7.90% 86,024,083 7.91% 88,138,548 8.11% 47,927,467 4.64% 69,553,885 7.13%
Total Equity 732,245,585 66.09% 743,012,199 68.34% 742,110,526 68.27% 693,923,794 67.21% 637,418,434 65.39%
Balance of Funds 98,118,765 8.86% 101,588,723 9.34% 98,338,832 9.05% 106,762,269 10.34% 111,447,413 11.43%
Reserve for WPPF 6,997,388 0.63% 3,344,899 0.31% - - - - - -
Premium Deposit 1,720,256 0.16% 1,831,054 0.17% 3,011,627 0.28% 2,544,198 0.25% 3,259,201 0.33%
Current Liabilities and provision : 268,802,009 24.26% 237,470,467 21.84% 243,504,257 22.40% 229,209,392 22.20% 222,737,510 22.85%
Outstanding Claims 3,537,278 0.32% 3,699,400 0.34% 4,574,094 0.42% 5,991,668 0.58% 3,652,323 0.37%
Amount due to other persons or
52,708,283 4.76% 64,479,395 5.93% 81,311,234 7.48% 94,075,012 9.11% 112,392,925 11.53%
bodies Carrying on insurance business
Sundry Creditors 5,628,209 0.51% 5,410,777 0.50% 13,869,780 1.28% 10,393,563 1.01% 17,943,113 1.84%
Deferred Tax Liability 22,582,898 2.04% 7,488,233 0.69% 4,935,673 0.45% 127,926 0.01% 132,255 0.01%
Provision for Income Tax 184,345,341 16.64% 156,392,662 14.38% 138,813,476 12.77% 118,621,223 11.49% 88,616,894 9.09%
Total Current Liabilities 270,522,265 24.42% 239,301,521 22.01% 246,515,884 22.68% 231,753,590 22.45% 225,996,711 23.18%
TOTAL EQUITY & LIABILITIES 1,107,884,003 100.00% 1,087,247,342 100.00% 1,086,965,242 100.00% 1,032,439,653 100.00% 974,862,558 100.00%
230
Statement of Profit or Loss & Comprehensive Income
For the period ended 31st December 2018, 2017, 2016, 2015 and 2014 respectively
2018 2017 2016 2015 2014
Particulars As at 31st December As at 31st December As at 31st December As at 31st December As at 31st December
Taka % of Income Taka % of Income Taka % of Income Taka % of Income Taka % of Income
Interest, Dividend and Rents (not applicable

to any particular fund or account): 38,147,518 38.53% 33,929,311 39.13% 34,843,908 36.82% 41,701,275 38.36% 45,893,907 32.24%
Interest income 37,878,256 38.26% 32,058,780 36.97% 33,729,432 35.64% 40,971,274 37.69% 45,384,040 31.88%
Dividend Income 248,262 0.25% 1,870,531 2.16% 1,114,476 1.18% 730,001 0.67% 495,210 0.35%
Other Income 21,000 0.02% 0.00% - 0.00% - 0.00% 14,657 0.01%
Unrealized Gain on Sale of Share - - 6,847,229 7.90% 2,316,438 2.45% - - - -

Gain on sale of Old Car - - 4,915,986 5.67% - - - - - -
Gain on sale of Share 5,626,303 5.68% - - - - - - - -
Profit/(loss) transferred from 55,233,465 55.79% 41,012,024 47.30% 57,482,512 60.74% 67,017,499 61.64% 96,474,148 67.76%
Fire Insurance Revenue Account 6,806,673 6.87% (7,459,411) -8.60% (9,425,759) -9.96% 4,913,489 4.52% 13,961,980 9.81%
Marine Insurance Revenue Account 27,582,326 27.86% 38,399,801 44.29% 49,519,989 52.32% 58,169,760 53.50% 73,604,455 51.70%
Motor Insurance Revenue Account 19,268,793 19.46% 14,840,070 17.12% 13,906,282 14.69% 4,382,258 4.03% 6,205,046 4.36%
Misc. Insurance Revenue Account 1,575,673 1.59% (4,768,435) -5.50% 3,482,000 3.68% (448,008) -0.41% 2,702,667 1.90%
Total 99,007,286 100.00% 86,704,550 100.00% 94,642,858 100.00% 108,718,774 100.00% 142,368,055 100.00%
Expenses of management (not applicable

to any particular fund or account): 17,244,733 17.42% 16,461,676 18.99% 20,378,528 21.53% 20,883,076 19.21% 26,578,319 18.67%
Directors' fees 2,871,000 2.90% 1,935,000 2.23% 1,780,000 1.88% 1,705,000 1.57% 1,685,000 1.18%
Audit fees 259,250 0.26% 182,000 0.21% 100,500 0.11% 144,750 0.13% 154,000 0.11%
Donation & subscription 422,000 0.43% 345,000 0.40% 339,700 0.36% 325,000 0.30% 395,500 0.28%
Legal & professional fees 197,500 0.20% 346,375 0.40% 371,125 0.39% 529,807 0.49% 1,226,375 0.86%
Company Contribution to PF 1,872,041 1.89% 1,954,500 2.25% 2,021,599 2.14% 1,691,908 1.56% 1,546,672 1.09%
Interest on lease Rental - - - - - - - - 307,052 0.22%
Incentive bonus - - - - - - - - 5,670,545 3.98%
IPO Subscription Expenses - - 306,625 0.35%
Employee’s special benefit - - - - - - - - -
Group Insurance 497,134 0.50% 509,066 0.59% 468,132 0.49% 466,203 0.43% 496,469 0.35%
Managers Conference & Picnic 2,312,885 2.34% - - 2,912,429 3.08% 3,083,816 2.84% 2,009,317 1.41%
Depreciation 7,968,481 8.05% 7,866,030 9.07% 7,805,612 8.25% 8,102,078 7.45% 8,964,707 6.30%
Registration fees 592,256 0.60% 2,673,537 3.08% 4,156,415 4.39% 4,267,814 3.93% 3,389,914 2.38%
Advertisement & Publicity 252,186 0.25% 343,543 0.40% 423,016 0.45% 566,700 0.52% 732,768 0.51%
Loss on Revaluation of share 4,955,281 5.00% - 0.00% - 0.00% 1,330,338 1.22% - 0.00%
Balance for the period carried to
Profit & Loss Appropriation Account 76,807,272 77.58% 70,242,874 81.01% 74,264,330 78.47% 86,505,360 79.57% 115,789,736 81.33%
99,007,286 100% 86,704,550 100% 94,642,858 100% 108,718,774 100% 142,368,055 100%
231
(f) Earnings per Share (EPS) on fully diluted basis (with the total existing number of shares) in
addition to the weighted average number of shares basis. Future projected Net Income should
not be considered while calculating the weighted average EPS;
Particulars Amount in BDT

Net profit after tax 43,841,610
No. of Shares 39,118,464
EPS on fully diluted basis 1.12
Weighted average no. of shares 39,118,464
EPS on weighted average method 1.12
N.B. Since, there is no declaration of stock dividend and other diluted effect for the year 2018, therefore,
fully diluted no. of shares and weighted average no. shares are same.
(g) All extra-ordinary income or non-recurring income coming from other than core operations
should be shown separately while showing the Net Profit as well as the Earnings per Share;
EIL’s has no extra-ordinary income coming from other than core operations. It has some interest
income which is generated from the statutory FDR maintained with banks on regular basis.
232
(h) Quarterly or half-yearly EPS should not be annualized while calculating the EPS;
Quarterly or half-yearly EPS was not annualized while calculating the EPS in case of EIL.
(i) Net asset value (with and without considering revaluation surplus/reserve) per unit of the securities
being offered at the date of the latest audited statement of financial position
Net asset value (with and without considering revaluation surplus/reserve) per unit of the securities
being offered at the date of the latest audited statement of financial position is as under:
With Revaluation Reserve

Note Particulars Taka

A Share Capital 391,184,640
B Reserve For Exceptional Losses 172,594,241
C Revaluation Reserve 80,975,293
D Retained Earnings 87,491,412
A+B+C+D = E Total Shareholder's Equity 732,245,585
F Number of Shares 39,118,464
Net Asset Value with revaluation reserve (E/F) 18.72
Without Revaluation Reserve

Note Particulars Taka

A Share Capital 391,184,640
B Reserve For Exceptional Losses 172,594,241
C Retained Earnings 87,491,412
A+B+C= D Total Shareholder's Equity 651,270,293
E Number of Shares 39,118,464
Net Asset Value Without revaluation reserve(D/E) 16.65
(j) The Commission may require the issuer to re-audit the audited financial statements, if any
deficiency/anomaly is found in the financial statements. In such a case, cost of audit should be
borne by the concerned issuer
It may not be required in case of this Company so far.

233
(k) Following statements for the last five years or any shorter period of commercial operation
certified by the auditors (i)
Auditor’s Certificate
Statement of long term and short term borrowings including borrowing from related party or
connected persons with rate of interest and interest paid/accrued
After due verification, we certify that Express Insurance Limited has not received any long term and
short term borrowing from related party or connected persons except the following secure loan from
IDLC for the last five years made up as follows :
Amount in Taka
Name of the Nature of Type of Amount Rate of Interest Interest
institute/Related party relationship borrowing outstanding interest paid (Tk.) Accrued
NIL
Amount in Taka
NIL
Amount in Taka
NIL
Amount in Taka
NIL
Amount in Taka
IDLC - Lease - 15.10% 307,052 -
Sd/-
234
(ii)
Statement of principal terms of secured loans and assets on which charge have been created against
those loans with names of lenders, purpose, sanctioned amount, rate of interest, primary security,
collateral/ other security, re-payment schedule and status
This is to certify that; Express Insurance Limited has secured long term and short term borrowings during
the period from 1st January 2014 to 31st December 2018.
Nature Balance as on Paid during Balance as on

Year Institution
Transaction 1st January the year 31st December
2014 IDLC Lease 742,468 742,468 Nil
Sd/-
235
(iii)
Statement of unsecured loan with Terms and Conditions of Express Insurance Limited
TO WHOM IT MAY CONCERN
This is to certify that; Express insurance Limited has not taken any unsecured loan from any
person/body/related party during the period from 1st January 2014 to 31st December 2018.
Sd/-
236
(iv)
Statement of inventories showing amount of raw materials, packing material, stock-in-process and
finished goods, consumable items, store & spares parts, inventory of trading goods etc.
This is to certify that, Express insurance Limited is a non-life insurance company, so there are no
inventories of raw materials, packing material, stock-in-process and finished goods, consumable items,
store & spares parts, inventory of trading goods etc. during the period from 1 st January 2014 to 31st
December 2018.
Sd/-
237
(v)
Statement of Trade Receivables of Express Insurance Limited showing receivable from related party
and connected persons.
This is to certify that Express Insurance Limited has no trade receivable including receivable from related
party and connected persons during the period from 1st January 2014 to 31st December 2018.
Sd/-
238
(vi)
Auditor’s Certificate (Revised)
Statement of any loan given by the issuer including loans to related party or connected persons with
rate of interest and interest realized / accrued.
This is to certify that; Express insurance Limited has not given any loan to related party or connected
persons during the period from 1st January 2014 to 31st December 2018.
Sd/-
239
(vii)
Statement of other income showing interest income, dividend income, discount received, other
non-operating income
This is to certify that, other income showing interest income, dividend income, discount received, other
non-operating income of Express insurance Limited during the period from 1st January 2014 to 31st
December 2018 are as follows :
Amount in Taka
Particulars
2018 2017 2016 2015 2014
Interest income 37,878,256 32,058,780 33,729,432 40,971,274 45,384,040
Dividend income 248,262 1,870,531 1,114,476 730,001 495,210
Discount received --- --- --- --- ---
Other non operating income 21,000 --- --- --- 14,657
Total Income 38,147,518 33,929,311 34,843,908 41,701,275 45,893,907
Sd/-
240
(viii)
Statement of turnover showing separately in cash and through banking channel.
Amount in Taka
Particulars
2018 2017 2016 2015 2014
Turnover in cash --- --- --- --- ---
Turnover through
408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
banking channel
Total Income 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026
However, though they received small amount of premium in cash (upto Tk. 5,000/- as per IDRA Circular
No. Gen-29/2011, dated : 24th November, 2011), they deposited the amount to Bank immediately.
Sd/-
241
(ix)
Auditors' Certificate
Statement of Related Party Transactions
This is to certify that the financial statements of the Express Insurance Limited do not have any transactions during the last five years, or any proposed transactions, between the
issuer and any person except the following:
SL. Relationship with the Amount in Taka

No issuer 31-12-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14
01 Mr. Md. Abdul Awal Chairman Dividend Yet to be declared 3,600,630 3,600,630 4,320,756 6,001,050
02 Mrs. Farida Razzak Director Dividend Yet to be declared 3,926,572 3,926,572 4,711,886 6,544,290
03 Mr. Syed Al Farooque Director Dividend Yet to be declared 4,326,715 4,326,715 5,192,058 7,211,190
04 Mrs. Mahfuza Younus Director Dividend Yet to be declared 1,370,880 1,370,880 1,645,056 2,284,800
Meetings attendance fee 114,000 - - - -
05 Mrs. Halima Harun Director Dividend Yet to be declared 1,740,857 1,740,857 2,089,028 2,901,430
Meetings attendance fee 239,000 50,000 - - 80,000
06 Mr. ABM. Kaiser Director Dividend Yet to be declared 3,328,982 3,328,982 3,994,778 5,548,300
07 Mrs. Marium Akhter Director Dividend Yet to be declared 2,785,748 2,785,748 3,342,898 4,642,910
242
SL. Relationship with the Amount in Taka

No issuer 31-Dec-18 31-Dec-17 31-Dec-16 31-Dec-15 31-Dec-14
Mr. Khalilur Rahman
08 Director Dividend Yet to be declared 3,882,350 3,882,350 4,658,820 6,470,580
Choudhury
09 Mr. Latiful Bari Director Dividend Yet to be declared 1,370,880 1,370,880 1,645,056 2,284,800
10 Mr. Amir Hamza Sarker Director Dividend Yet to be declared 2,904,169 2,904,169 3,485,003 4,840,280
11 Mr. Mohammad Younus Shareholder Dividend Yet to be declared 2,866,954 2,866,954 3,440,345 4,778,260
12 Mr. Altaf Hossain Sarker Shareholder Dividend Yet to be declared 1,533,335 1,533,335 1,840,002 2,555,560
13 Mr. Md. Shamsur Rahman Shareholder Dividend Yet to be declared 3,111,736 3,111,736 3,734,083 5,186,230
14 Mr. Md. Mazakat Harun Shareholder Dividend Yet to be declared 1,370,880 1,370,880 1,645,056 2,284,800
Meetings attendance fee - 115,000 165,000 95,000 -
15 Mrs. Sultana Jahan Shareholder Dividend Yet to be declared 997,776 997,776 1,197,331 -
Meetings attendance fee 142,000 30,000 - - -
Independent
16 Feroz Ahmed Dividend - - - - -
Director
Meetings attendance fee 151,000 55,000 - - -
Siddique Hossain Independent
17 Dividend - - - - -
Choudhury Director
243
Nature of Transaction value (Taka)

Name of the Party Nature of Relationship
Transaction 2018 2017 2016 2015 2014
Chamitan Trading House 40,753 35,703 35,703 31,046 35,703
MAB Spinning Ltd. Insurance Premium Common Directorship - - - 1,946,466 2,731,834
MAB Denim Ltd. - - - - -
Karim Leathers Ltd. 194,630 608,362 1,092,491 1,053,301 1,290,562
Kamtex Ltd. 696 43,027 67,597 181,771 181,771
K.R.C. Composite Textile Indus. Ltd. Insurance Premium Common Directorship - - - - 1,633
Bay Tanneries Ltd. - 244,591 552,854 3,147,476 2,910,824
Bay Rubber & Plastic Ltd. Insurance Premium Common Directorship - 697,185 976,084 929,021 706,270
Aziz Tanneries Ltd. - 24,140 51,698 18,195 34,117
Rahmat Textiles Ltd. 1,954,991 4,500,240 5,148,942 3,451,533 4,881,089
Rahmat Sweaters (BD) Ltd. 123,663 456,598 207,309 422,012 905,965
China Plastic (BD) Ltd. - 26,923 31,456 9,011 536,652
Rahmat Knit-Dying & Finishing Ltd. 139,433 368,899 391,378 787,854 1,613,752
Rahmat Fashion Wear 60,810 - - - -
Rahmat Rotors Ltd. 20,721 - - - -
Logos Apparels 829,558 - - - -
Belkuchi Spinning Mills Ltd. 656 88,811 294,012 656 101,916
Wills Properties Ltd. Insurance Premium Common Directorship 51,879 - - - -
Younus Plastic Industries Ltd. 20,728 20,952 21,607 21,276 21,228
Younus Fillament Industries Ltd. 31,748 31,748 31,050 31,748 31,748
Younus Paper Mills Ltd. 886,658 868,051 871,003 3,168,660 2,681,191
Sonali Papers & Board Mills Ltd. 996,861 1,094,528 774,751 6,053,195 4,558,238
Younus News Print Mills Ltd. 344,901 191,079 409,084 1,386,283 1,007,613
Younus Fine Paper Mills Ltd. 537,792 754,539 2,856,397 1,256,929 538,402
Younus Offset Paper Mills Ltd. 332,811 655,359 2,512,199 90,968 50,383
Younus Spinning Mills Ltd. 146,350 62,992 593,777 404,474 1,683,022
Ananta Paper Mills Ltd. 147,854 - - - -
Younus Cold storage 457 - - - -
Quality Accessories Ltd. - - - 15,743 11,575
United Traders - - - 77,625 98,015
Gumti Textile Ltd Insurance Premium Common Directorship - - - 132,318 136,340
Total 10,773,727 16,919,392 24,617,561 26,749,843
244
Aggregate amount of remuneration paid to all Directors and Officers during the accounting year is as follows:
Sl. Amount In Taka
No. 2018 2017 2016 2015 2014
01 Directors Board meeting Fee 2,871,000 1,935,000 1,780,000 1,705,000 1,685,000

02 Directors Dividend - 39,118,464 39,118,464 46,942,156 63,534,480
03 Directors Remuneration - - - - -
04 Chief Executive Officer Salary, Bonus & other Allowances 5,370,000 4,200,000 4,200,000 3,890,000 2,180,000
05 Officers & Executives Salary, Bonus & other Allowances 97,555,974 99,976,827 102,377,962 94,816,350 100,350,480
Total 105,796,974 145,230,291 147,476,426 147,353,506 167,749,960
Sd/-
Dhaka Ahmed Zaker & Co.
245
(x)
Reconciliation of business income shown in tax return with net income shown in audited Financial
Statements.
Sl. Amount in Taka

Particulars
No. 2018 2017 2016 2015 2014
01. Net income before Tax 76,807,272 70,242,874 74,264,330 86,505,360 115,789,736
Less: Reserve for exceptional

02. 4,000,000 5,000,000 10,000,000 15,000,000 20,000,000
losses
Business income shown in tax return 72,807,272 65,242,874 64,264,330 71,505,360 95,789,736
As per Para 6(2) of the 4th schedule of Income Tax Ordinance, 1984 to meet the exceptional losses, the
Company sets aside maximum 10% (ten percent) of the net premium income of the year from the
balance of the profit as a reserve for exceptional losses.
Sd/-
246
(xi)
Confirmation that all receipts & payments of the issuer above Tk. 5,00,000/-(Five Lacs) were made
through banking channel
This is to certify that, all receipts and payments of Express insurance Limited during the period from 1st
January 2014 to 31st December 2018 above Tk. 5,00,000/-(Five Lac) were made through banking channel
.
Sd/-
247
(xii)
Confirmation that Bank Statements of Express Insurance Limited are in conformity with its books of
accounts
This is to certify that, the Bank Statements of Express Insurance Limited during the period from 1st
January 2014 to 31st December 2018 are in conformity with books of accounts.
Sd/-
248
(xiii)
Statement of payment status of TAX, VAT and other Taxes or duties.
This is to certify that, the payment status of TAX, VAT and other Taxes or duties of Express insurance
Limited during the period from 1st January 2014 to 31st December 2018 are as follows:
Amount in Taka
Particulars
2018 2017 2016 2015 2014
TAX 23,243,648 24,192,619 33,319,524 39,868,630 32,508,475
VAT 29,609,015 33,559,175 25,764,852 25,262,581 28,567,972
Other Taxes/Duties ---- ---- ---- ---- ----
Sd/-
249
SECTION XXVII: PUBLIC ISSUE APPLICATION PROCEDURE
Step-1 (Applicant)
1. An applicant for public issue of securities shall submit application/buy instruction to the Stockbroker/
Merchant Banker where the applicant maintains customer account, within the cut-off date (i.e. the
subscription closing date), which shall be the 25th (twenty fifth) working day from the date of
publication of abridged version of prospectus.
2. The application/buy instruction may be submitted in prescribed paper or electronic form, which shall
contain the Customer ID, Name, BO Account Number, Number of Securities applied for, Total Amount
and Category of the Applicant. At the same time:
(a) Other than non-resident Bangladeshi (NRB) and Foreign applicants shall make the application
money and service charge available in respective customer account maintained with the Stock
broker/Merchant Banker. No margin facility, advance or deferred payment is permissible for this
purpose. In case the application is made through a margin account, the application money shall be
deposited separately and the Stock broker/Merchant Banker shall keep the amount segregated
from the margin account, which shall be refundable to the applicant, if become unsuccessful.
(b) Non-resident Bangladeshi (NRB) and Foreign applicants shall submit bank drafts (FDD), issued in
favor of the Issuer for an amount equivalent to the application money, with their application to the
concerned Stock broker/Merchant Banker. A Non-resident Bangladeshi (NRB) and Foreign applicant
may also submit a single draft against 02 (two) applications made by him/her, i.e. one in his/her
own name and the other jointly with another person. The draft (FDD) shall be issued by the Bank
where the applicant maintains Foreign Currency account debiting the same account and provide
the customer with a certificate mentioning the FC account number which has been debited to
issue the FDD. The applicant shall also submit the certificate with his/her application. No banker
shall issue more than two drafts from any Foreign Currency account for any public issue. At the
same time, the applicant shall make the service charge available in respective customer account
maintained with the Stock broker/Merchant Banker.
(c) Eligible investors shall submit application through the electronic subscription system of the
exchange(s) and deposit the full amount intended to subscribe by the method as determined by
the exchange(s).
3. The Stock broker/Merchant Banker shall maintain a separate bank account only for this purpose
namely “Public Issue Application Account”. The Stock broker/Merchant Banker shall:
(a) post the amount separately in the customer account (other than NRB and Foreign applicants), and
upon availability of fund, block the amount equivalent to the application money;
(b) accumulate all the applications/buy instructions received up to the cut-off date, deposit the
amount in the “Public Issue Application Account” maintained with its bank within the first banking
hour of next working day of the cut-off date;
(c) instruct the banker to block the account for an amount equivalent to the aggregate application
money and to issue a certificate in this regard.
4. Banker of the Stock broker/Merchant Banker shall block the account as requested for, issue a
certificate confirming the same and handover it to the respective Stock broker/Merchant Banker.
5. For Non-resident Bangladeshi (NRB) and Foreign applicants, the Stock-broker/Merchant Banker shall
prepare a list containing the bank draft (FDD) information against the respective applicant’s particulars.
250
6. The Stock broker/Merchant Banker shall prepare category wise lists of the applicants containing
Customer ID, Name, BO Account Number and Number of Securities applied for, and within 03 (three)
working days from the cut-off date, send to the respective Exchange, the lists of applicants in electronic
(text format with tilde separator) format, the certificate(s) issued by its banker, the drafts and
certificates received from Non-resident Bangladeshi (NRB) and Foreign applicants and a copy of the list
containing the bank draft (FDD) information. On the next working day, the Exchanges shall provide the
Issuer with the information received from the Stock broker/Merchant Bankers, the bank drafts (FDD)
and certificates submitted by Non-resident Bangladeshi (NRB) and Foreign applicants and the list
containing the bank draft (FDD) information.
7. On the next working day, the Exchanges shall provide the Issuer with the information received from
the Stock broker/Merchant Bankers, the bank drafts (FDD) and certificates submitted by Non-resident
Bangladeshi (NRB) and Foreign applicants and the list containing the bank draft (FDD) information.
Exchanges shall verify and preserve the bankers’ certificates in their custody.
8. The applications/buy instructions shall be preserved by the Stock broker/Merchant Bankers up to 6

months from listing of the securities with the Exchanges.
Step-3 (Issuer)
9. The Issuer shall prepare consolidated list of the applications and send the applicants’ BOIDs in
electronic (text) format in a CDROM to CDBL for verification. The Issuer shall post the consolidated list
of applicants on its website and websites of the Exchanges. CDBL shall verify the BOIDs as to whether
the BO accounts of the applicants are active or not.
10. On the next working day, CDBL shall provide the Issuer with an updated database of the applicants
containing BO Account Number, Name, Addresses, Parents’ Name, Joint Account and Bank Account
information along with the verification report.
11. After receiving verification report and information from CDBL, the Issuer shall scrutinize the
applications, prepare category wise consolidated lists of valid and invalid applications and submit
report of final status of subscription to the Commission and the Exchanges within 10 (ten) working
days from the date of receiving information from the Exchanges.
12. The Issuer and the issue manager shall conduct category wise lottery with the valid applications within
03 (three) working days from the date of reporting to the Commission and the Exchanges, if they do
not receive any observation from the Commission or the Exchanges.
13. The Issuer and issue manager shall arrange posting the lottery result on their websites within 06 (six)
hours and on the websites of the Commission and the Exchanges within 12 (twelve) hours of lottery.
14. Within 02 (two) working days of conducting lottery, the Issuer shall:
(a) send category wise lists of the successful and unsuccessful applicants in electronic (text format with
tilde separator) format to the respective Exchange.
(b) send category wise lists of unsuccessful applicants who are subject to penal provisions as per
conditions of the Consent Letter issued by the Commission in electronic (text format with tilde
separator) format to the Commission and the Exchanges mentioning the penalty amount against
each applicant.
(c) issue allotment letters in the names of successful applicants in electronic format with digital
signatures and send those to the respective Exchange in electronic form.
(d) send consolidated allotment data (BOIDs and number of securities) in electronic text format in a
CDROM to CDBL to credit the allotted shares to the respective BO accounts.
251
15. On the next working day, the Exchanges shall distribute the information and allotment letters to the
Stock broker/Merchant Bankers concerned in electronic format and instruct them to:
(a) remit the amount of successful (other than NRB and Foreign) applicants to the Issuer’s respective
Escrow Account opened for subscription purpose, and unblock the amount of unsuccessful
applicants;
(b) send the penalty amount of other than NRB and Foreign applicants, who are subject to penal
provisions, to the Issuer’s respective Escrow Accounts along with a list and unblock the balance
application money;
16. On the next working day of receiving the documents from the Exchanges, the Stock brokers/Merchant
Banker shall request its banker to:
(a) release the amount blocked for unsuccessful (other than NRB and foreign) applicants;
(b) remit the aggregate amount of successful applicants and the penalty amount of unsuccessful
applicants (other than NRB and foreign), who are subject to penal provisions, to the respective
‘Escrow’ accounts of the Issuer opened for subscription purpose.
17. On the next working day of receiving request from the Stockbrokers/Merchant Bankers, their bankers
shall unblock the amount blocked in the account(s) and remit the amount as requested for to the
Issuer’s ‘Escrow’ account.
18. Simultaneously, the stock brokers/Merchant Bankers shall release the application money blocked in
the customer accounts, inform the successful applicants about allotment of securities and the
unsuccessful applicants about releasing their blocked amounts and send documents to the Exchange
evidencing details of the remittances made to the respective ‘Escrow’ accounts of the Issuer. The
unblocked amounts of unsuccessful applicants shall be placed as per their instructions. The Stock
broker/Merchant Banker shall be entitled to recover the withdrawal charges, if any, from the applicant
who wants to withdraw the application money, up to an amount of Tk. 5.00 (five) per withdrawal.
19. All bank drafts (FDD) submitted by NRB or Foreign applicants shall be deposited in the Issuer’s
respective ‘Escrow’ accounts and refund shall be made by the Issuer by refund warrants through
concerned stockbroker or merchant banker or transfer to the applicant’s bank account (FC account
which has been debited to apply by NRB or foreign applicants) through banking channel within 10
(ten) working days from the date of lottery.
Miscellaneous:
20. The Issuer, Issue Manager(s), Stock brokers, Merchant Bankers and the Exchanges shall ensure
compliance of the above.
21. The bank drafts (FDD) shall be issued considering TT Clean exchange rate of Sonali Bank Ltd. on the
date of publication of abridged version of prospectus.
22. Amount deposited and blocked in the “Public Issue Application Account” shall not be withdrawn or
transferred during the blocking period. Amount deposited by the applicants shall not be used by the
Stock brokers/Merchant Bankers for any purpose other than public issue application.
23. The Issuer shall pay the costs related to data transmission, if claimed by the Exchange concerned up to
an amount of Tk.2,00,000.00 (taka two lac) for a public issue.
252
24. The Stock broker/Merchant Bankers shall be entitled to a service charge of Tk.5.00 (taka five) only per
application irrespective of the amount or category. The service charge shall be paid by the applicant at
the time of submitting application.
25. The Stock broker/Merchant Banker shall provide the Issuer with a statement of the remittance and
bank drafts (FDD) sent.
26. The Issuer shall accumulate the penalty amount recovered and send it to the Commission through a
bank draft/payment order issued in favor of the Bangladesh Securities and Exchange Commission.
27. The concerned Exchange are authorized to settle any complaints and take necessary actions against
any Stockbroker/Merchant Banker in case of violation of any provision of the public issue application
process with intimation to the Commission.
253
All eligible Stock Brokers and Merchant Bankers shall receive the IPO subscription
Others:
The IPO subscription money collected from investors will be remitted in following bank accounts with Shahjalal Islami
Bank Limited:
Sl. Account bearing number Account title Currency

For Resident Bangladeshis
01 131 0000 0567 Express Insurance Limited BDT
For Non-resident Bangladeshis
02 165 0000 0001 Express Insurance Limited EUR
03 161 0000 0160 Express Insurance Limited USD
04 162 0000 0029 Express Insurance Limited GBP
“ ”
APPLICATION FOR PUBLIC ISSUE
Date:
Name of applicant :
Client Code :
BO ID No. :
Category of applicant :
Name of the Company :
Number of Shares :
Total amount in Tk. :
Amount in word :
__________________ __________________
Applicant Authorized Officer
254
SECTION –XXVIII: OTHER
ADDITIONAL DISCLOSURES BY THE AUDITOR
Query No # 1 : It appears from note # 4 to the financial statements for the year ended on December 31,
2018 that there is an item namely Reserve for Exceptional Loss of TK. 172,594,241/- which is not clear to
us. Please mention the nature of this reserve and give break up of this with reference to Insurance Act
2010.
Reply : As per Para 6 of the 4th schedule of Income Tax Ordinance, 1984 to meet the exceptional losses,
the Company sets aside maximum 10% (ten percent) of the net premium income of the year from the
balance of the profit as a reserve for exceptional losses. The company may make provision for Reserve for
exceptional Losses any percent subject to maximum of 10% of Net premium income as per approval of the
Board of Directors. Status of reserve for exceptional losses of the company limited are given below:
Net Premium Reserve for Exceptional Losses
Year
Income (Tk.) % Amount (Tk.)
2018 243,721,990 1.64% 4,000,000
2017 252,290,020 1.98% 5,000,000
2016 244,702,637 4.09 % 10,000,000
2015 266,424,543 5.63 % 15,000,000
2014 278,492,468 7.18 % 20,000,000
2013 264,577,731 7.56 % 20,000,000
2012 254,836,870 6.28 % 16,000,000
Query No # 2 : It appears from the audited financial statements for the year ended on December 31,
2018 that unrealized loss on revaluation of shares of Tk. 4,955,281/- has been considered to calculate
net profit of the company and also transferred to retained earnings. Mention reasons and basis with
reference to IAS.
Reply : Investment in stocks, shares and other securities are recognized in the financial statements at fair
value considering long term investment and these are revalued at regular interval. Increases or decreases
in the value of investment are recognized in the Financial Statements as per IAS-39 “Financial instruments:
Recognition and measurement”. Increase or decrease in the value of investment in listed shares are
recognized in the financial statements considering average movement of market price as the capital
market of Bangladesh is volatile and market price of the stocks and shares change very frequently.
Increase/decreases in the market value on stocks and shares are recognized in the statement of profit or
loss and other comprehensive income.
255
Query No # 3 : It appears from note # 16.02 to the financial statements for the year ended on December
31, 2018 that there is an item namely advance income tax and TDS of Tk. 256,802,449/- under the head
sundry debtors which was Tk. 233,558,801/- as on December 31,2017. Mention when and how the
company pays advance income tax and reason of huge advance income tax remains in the financials as
asset without any adjustment.
Reply : Income Tax return filed before the Tax authority from Financial year 2011 to 2018 (Assessment
Year 2012-2013 to 2019-2020) of the Company not yet finalized by the Income Tax Authority. So, Advance
Tax paid U/S-64, Tax paid U/S-74, TDS in particular year was shown as Advance Tax in the Assets side
under the head of Sundry debtors (Note no # 16.02). Once the assessment finalized by the Income Tax
Authority then the Advance Tax will be adjusted. Details of Advance Tax payments are given below:
Sl. Financial Assessment
Advance Tax Remarks
No. Year Year
01 2011 2012-2013 40,822,048
02 2012 2013-2014 17,803,954
03 2013 2014-2015 38,776,936
04 2014 2015-2016 38,629,090
05 2015 2016-2017 40,014,630
06 2016 2017-2018 33,319,524
07 2017 2018-2019 24,192,619
08 2018 2019-2020 23,243,648
Total 256,802,449
Query No # 4 : It is observed from note 24.01 to the financial statements for the year ended on
December 31, 2018 that the company has collected gross premium amounting to Tk. 408,889,052/-.
Mention whether you have checked and verified the documents (bank statements and vouchers) of this
gross premium of Tk. 408,889,052/-.
Reply: The premium income has been calculated from the sum of premium against polices issued during
the period with the Govt. sector business. This has been verified with the policy statements and with bank
statement.
Government
Sl. Direct Business
Class of Business Sector Total Premium
No. (Company)
Business
01 Fire 119,891,764 8,851,645 128,743,409
02 Marine cargo 90,843,913 15,752,511 106,596,424
03 Marine Hull 1,010,000 189,433 1,199,433
04 Motor 118,431,091 2,502,155 120,933,246
05 Miscellaneous 11,862,043 39,554,497 51,416,540
Total 342,038,811 66,850,241 408,889,052
Query No # 5 : It is observed from the statement of ratio analysis that Return on Asset (ROA), Return on
Equity (ROE), net profit and EPS of the company are declining year by year, Provide auditor's
256
explanation in this regard.

Reply : In the year 2018 the operating Return on Asset (ROA), Return on Equity (ROE), net profit and EPS
of the Company were in decreasing trend due to decrease of premium income & investment income and
fall of rate of interest on FDR’s and negative trend of capital market. On the other hand, there is increasing
operating expenses due to higher salaries, office rent, office maintenance & claim paid during the year.
However, the management has taken some effective steps to increase the premium income with a view to
enhance Premium income in the year 2018. The Management has also exerting effort to increase the
investment income and diversify the investment portfolio trend.
Query No # 6 : It appears from note 11 to the financial statements for the year ended on December
31,2018 and auditors’ report under Section 135(1), Para 24(1) of Part-II of Third schedule of the
companies Act, 1994 that deferred tax liability is Tk. 22,582,898/-as at 31st December, 2018 which was
only Tk. 7,488,233/-, 4,935,673/-, Tk. 1,27,926/-, and Tk. 1,32,255/- for the previous four years which
seems very small compare to latest years. Mention the reasons of this and also mention whether
deferred tax was computed rightly as per requirements of IAS/BAS for the year 2014 to 2017.
Reply: Deferred Tax has been calculated on the amount of difference between a rate of accounting
depreciation and tax based depreciation. It may be mentioned here that the proportionate land value and Civil
construction value is included with the price of office space purchased. Land value is out of depreciation policy.
The income tax authority has not been allowing any depreciation on office space. Since the tax authority does
not consider the depreciation provision made for depreciation as it was previously done. To comply with IAS-12
this year and 2014 to 2017 accordingly provision for deferred tax made this year as per IAS -12.
Query No # 7: Provide details calculation of deferred tax liability of Tk. 22,582,898/- shown in note-11 to
the financial statement for the year ended 31st December 2018.
Reply:
Particulars Amount (Taka) Remarks
A) Deferred Tax on Assets :
i)Book value of depreciable fixed assets 61,184,353
ii)Less: Tax base [IAS-12 (7)] 39,075,036
Deductible Temporary differences (i-ii) 22,109,318
Closing Deferred Tax Liability/ (Asset) on Assets @
8,843,727
40%(Note-11)
B) Deferred Tax expense /(Income) :
i)Closing deferred Tax liability 8,843,727
ii)Less : Opening deferred Tax liability 7,488,233
Total Deferred Tax expense /(Income)(i-ii) 1,355,494 Note-21.0
C) Deferred Tax Liability :
i) Deferred Tax on Assets (Note-11) 8,843,727
ii)Add: Deferred tax on Unrealized Gain/ (Loss) on Securities
(550,587)
available for sale (note-13.02)
iii)Add: Deferred Tax on Revaluation Reserve (note-05) 14,289,758 Change in Equity
Deferred Tax Liability/ (Asset) (i+ii+iii) 22,582,898 Current Liability
257
Query No # 8 : Whether you have made physical verification of the FDR and share certificates as show in
note 17.01 and 13(c) of the accounts.
Reply: Physical verification of the FDR receipts and share certificates (Shares Portfolio statement) was
carried out. The balance shown in note 17.01 and 13(c) of the accounts and those were found correct.
Query No # 9: Whether the company has complied with the requirements of the section 18,41,44,58 &
63 of the Insurance Act, 2010.
Reply:
Insurance Act, 2010 (Section-18):
The Company has complied with the provision of Section 18 of Insurance Act, 2010 as applicable.
There is no investment by the Company or hold any shares or debentures of any Company, firms or other
business concern in which any directors or any members of the family of such directors has any interest as
Proprietor, Partner, Director and Managing Director as per Section 41 (1) of Insurance Act 2010.
As per Section 44 of Insurance Act 2010, the Company no loan to any Director or any member of the
family, Banking Company, Subsidiary Company and Auditor, any loan or temporary advance either and
hypothecation property or personal security or otherwise.
The Company has complied with the provision of Section 58 of Insurance Act, 2010 as applicable. Agents
of Express Insurance Limited has paid agency commission only.
258

Disclosure as per Section 63 of the Insurance Act, 2010:
Allowable
Expenses as Actual
Level of Premium Variance Remarks
per Insurance Expenses
Rule
1) Fire, Motor & Misc.
a) First Tk. 150,000,000 @ 35% 52,500,000
b) Next Tk. 150,000,000 @ 33% 49,500,000 120,941,988 (18,592,166)
c) Next Tk. 1,093,195 @ 32% 349,822
Total Tk. 301,093,195 102,349,822 120,923,988 (18,592,166)
2) Marine Cargo & Marine Hull
a) First Tk. 107,795,857 @ 26% 28,026,923 44,022,026 (15,995,103)
Total Tk. 107,795,857 28,026,923 44,022,026 (15,995,103)
Grand
Total Tk. 408,889,052 130,376,745 164,964,014 (34,587,269)
(1+2)
Query No # 10: Explain why you have not included case filed by M/S. Yasmin Spinning Mills Limited
under the head contingent liability.
Reply: The claim was lodged by Yasmin Spinning Mills Limited do not fall as payable as per terms and
condition of policy. Therefore no liability is shown as contingent liability.
Query No # 11 : Whether you have obtained balance confirmation certificate from SBC and other nonlife
insurance companies regarding amount due from other persons or bodies carrying on insurance
business (note 15.0).
Reply: The re-insurance accounts as approved by the re-insurer i.e Shadaran Bima Corporation (SBC) has
been checked & confirmed. The re-insurance accounts of the company comprised of the quarterly
accounts, facultative Re-insurance slips, Govt. sector Business and Recovery accounts have been checked
and the balance is found correct. It may be mentioned here that the accounting year of the company is
January to December but the period of Re-insurance treaty and accounts commence 1st April to 31st
March. The Re-insurance accounts, PSB accounts and recovery accounts of the insurer and re-insurer may
not be the same amount and differ.
Query No #12: Schedule of amount due from SBC and other non-life companies as stated in note 15.
Reply: Amount due from other person or bodies (Note 15 in Financial Statement) includes only SBC. The
259
schedule of amount due from SBC is given below:
Particular Amount (Tk.)

Opening Balance 58,415,707/-
Less : Payable to SBC (re-insurance Purpose) ---
Add : Receivable from SBC (Public Sector Business Purpose) 11,529,441/-
Balance as on 31/12/2018 69,945,148/-
Query No # 13: Subsequent status of premium deposits as shown in note 7.0.

Reply: As a continuous process, policies have been issued against the cover notes issued in the previous
year converted in the premium income of 2018. When received money against Cover Notes, that amount
shown in the Head of “Premium Deposit” and transferred to “Premium Income Account” while issuing the
policies against Cover Notes. So there is no payment received subsequently.
Sd/-
Place: Dhaka AHMED ZAKER & CO.
Dated: 05 August, 2019 Chartered Accountants
260
Additional Disclosure by the Management

1. Justification of cash collection from premium and others:
Reply: As per direction of IDRA premium up to Tk. 5,000 only has been collected by cash and the above of
Tk. 5,000 has been collected by cheque, Pay order etc. The detail break up of cash Collection from Premium
and other sources in the year 2018 is as follows:
Cash Amount
Collection. Particulars (Tk.)
Premium Premium Income 341,928,013
Interest Income 33,694,282
Dividend Income 248,262
Car Installment Received 1,289,324
Other Other Income 21,000
Sources
VAT Collection 27,085,255
Total 404,266,136
2. Revaluation of 10,700 square feet floor space of Head Office in the same year of purchase:
Reply: EIL booked a commercial space of 10,700 square feet at Tk.4,00,63,508 for its Head Office from M/s.
Abed Holdings Ltd, Al Razi Complex (9th and 10th Floor), 166-167, Shahid Sayed Nazrul Islam Sarani, Bijoy
Nagar, Dhaka- 1000 in the year 2007.The Company executed an agreement on 06-04-2008 with M/s. Abed
Holdings Ltd., the developer of the Building. As per agreement Company paid the price of the space in
installments within October, 2009. After full and final payment and completion of other related formalities,
deed of purchase was registered on 22-06-2011.Though the floor space was registered on 22-06-2011,
price of the office space was negotiated and fixed in the year 2007 and deed of agreement was executed
on 06.04.2008. This is why EIL revalued its property by the prominent valuer Aziz Halim Khair Chowdhury
on June 29, 2011 to reach a fair market value. The valuer revalued the property on the basis of the then
cost of materials, labor cost and workmanship etc. As well as they took as consideration the material used
for the construction of the building and the quality of its finishing work, fixtures etc. to arrive at a fair and
reasonable value for the same.
3. It is observed that your company obtained tax assessment order(s) only up to the assessment year 2014-
2015. It is also observed that NBR has demand extra tax including interest total TK. 95,115,567 for the
assessment year 2012-2013 to 2014-2015 and your company has appealed against those assessment
order. Explain the reason as well as mention how the company will pay this huge amount if the verdict
goes against the company.
Reply: If the yearly financial statements of EIL is reviewed it is seen that we always pay advance income tax
and submit tax return regularly though assessment order for previous some years yet to be obtained in
spite of drawing attention of the tax authority. Besides, beyond our yearly tax payment every year we make
provision for income tax regularly out of yearly income which stands BDT 184,345,341 in the statement of
financial position in the financial year 2018. So, it can be said that the company will be able to pay this huge
amount of tax including interest BDT 95,115,567 and not fall in trouble if the verdict goes against EIL.
Sd/-
(K.M Saidur Rahman)
Managing Director & CEO

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i

“cyuwRevRv‡i wewb‡qvM SuywKc~Y© | †R‡b I ey‡S wewb‡qvM Kiæb”

Opening and Closing Date of Subscription

Issue Date of the Prospectus: 10 March 2020

MANAGERS TO THE ISSUE

PRELIMINARY INFORMATION AND DECLARATIONS

(b) Availability of Prospectus

Sl. No. Name of the Newspaper Date of Publication

(iii) Definitions and Acronyms/Elaborations Acronyms/Elaborations:

AAA : AAA Finance & Investment Limited

PARTICULARS PAGE NO.

Section-I Executive Summary

(b) ABOUT THE ISSUER

A short profile of the Company is presented below:

Major financial information of Express Insurance Limited is as follows:

1 Revenue 408,889,052 400,656,661 385,273,598 400,291,000 420,337,026

2 Underwriting profit 55,233,465 41,012,024 57,482,512 67,017,499 96,474,148

4 Net profit after tax 43,841,610 46,766,229 49,264,330 56,505,360 85,789,736

(d) FEATURES OF THE ISSUE AND ITS OBJECTS

Size of the Issue Tk. 26,07,90,000

(e) LEGAL AND OTHER INFORMATION

The subscribers to the memorandum of the Company were as follows:

Sl. No. Name of the promoter Status

Mjr. General Monzur Rashid Khan (Rtd.)

Mr. Md. Shamsur Rahman

Mjr. M. Anisur Rahman (Rtd.)

Mr. Md. Abdul Awal

Mrs. Halima Akter

Alhaj Mohd. Younus

Mr. Mohd. Fuad Latif

Mr. Khalilur Rahman Choudhury

Mrs. Ayeasha Siddiquee

Mr. Syed Al Farooque

Mr. Abdur Rashid

(g) CAPITAL STRUCTURE AND HISTORY OF CAPITAL RAISING

Allotment Issue Class of Form of Nominal price

(h) SUMMARY OF VALUATION REPORT OFSECURITIES

Method-03 Yearly Average market price of Similar Stocks 21.74

Method -04 P/BV Multiple of Similar Stocks Based Valuation 24.09

K.M. Saidur Rahman

b) ISSUE MANAGERS DECLARATION IN CONNECTION WITH ISSUER

Sd/- Sd/- Sd/-

CONDITIONS IMPOSED BY THE COMMISSION IN THE

DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY IN DEMAT FORM:

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

"Declaration about Listing of Shares with the stock exchange (s):

SECTION-III DECLARATION AND DUE DILIGENCE CERTIFICATES

Declaration about the responsibility of the directors, including the CEO

[Rule 4 (1) (d)]

Due diligence certificate by Issue Manager in the prospectus

Issue Dividend Payment History (Year Wise)

Due diligence certificate by Issue Manager(s) in the prospectus

[Rule 4 (1) (d)]

Issue Dividend Payment History (Year Wise)

Due diligence certificate by Issue Manager(s) in the prospectus

[Rule 4 (1) (d)]

AAA Finance & Investment Limited

We, the under-noted Underwriter(s) to the above-mentioned forthcoming issue, state

(e) This underwriting commitment is unequivocal and irrevocable.