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TERM PAPER ON MERCANTILE LAW

FORMATION OF INSURANCE COMPANY

SUBMITTED BY-

SUBMITTED TO- Mohammad


Abbas

Mr.Sumit Goyal Reg no.10906034

Roll no. Rs1904A24


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ACKNOWLEDGEMENT

We are thankful to Mr. Sumit Goyal and the term paper

provided me the opportunity to tackle a practical challenge

in the subject of law. This term paper tested our patience

at every step of preparation but the courage provided by

our teachers helped us to swim against the tide and move

against the wind.


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MEMORANDUM OF ASSOCIATION

NAME CLAUSE: AMU Life Insurance Limited

REGISTERED OFFICE CLAUSE:

Chaddha complex

MDA colony, Moraradabad -244501

OBJECT CLAUSE:

Main object:

To be committed to guide you on insurance products and services through our well trained
advisors, backed by competent marketing and customer service.

The objects ancillary to the attainment of main objects:

1. To become one of the top public life insurance company in India.

2. To engage in research and development.

3. To acquire shares, stocks, debentures, debenture- stock, bonds, obligations, and securities
by subscription, tender, purchase, exchange or otherwise, either conditionally or otherwise,
and to guarantee the subscription thereof, and to exercise and enforce all rights and powers
conferred by or incident to the ownership thereof.

4. To regulate and fix the scale or amount of commission, brokerage and other charges to be
charged by trading members.

5. To maintain web-sites and universal resource locators.

6. To print, publish, undertake, manage and carry on any newspaper, journal, magazine,
pamphlet, official year book, daily

7. To own, establish or have and maintain offices, branches, agencies and trading platforms in
or out of India for its business and activities.

8. To exercise all or any of its powers, rights, and privileges and to conduct its business and
activities in India and / or in any foreign countries.
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9. To make payments or disbursements out of the funds or other property of the company for
any of the purposes specified in these presents or the articles of association, rules, bye- laws
or regulations of the company.

10. To train or pay fo r th e training in In d ia o r abroad of any of th e company‟s


em ployees ,
directors or personnel or any other person.

11. To provide for the welfare of employees of the company by grants of money pensions,
allowances, bonus or other payments or by creating from time to time, subscribing or
contributing to provident fund and other funds or trusts and by providing or subscribing or
contributing towards recreation, hospitals and dispensaries, medical and other attendance and
other assistance as the company shall think fit.

12. To indemnify officers, directors, employees and personnel of the company and its
subsidiaries against proceedings, costs, charges, expenses, losses, damages, claims and
demands in respect of anything done by them in good faith in their capacity as such in
execution of the duties of their office.

13. To do all such things as are required, incidental or conducive to the above objects or any
of them or are required, conducive or advisable for the company to carry on business.

CAPITAL CLAUSE: The Company shall have a registered capital of 5 Lakh divided
into 30,000 equity shares of Rs.100 each and 20,000 preference shares of 20,000 shares of
Rs.100 each.

LIABILITY CLAUSE: It is a company limited by shares. It means that the members


can only be called upon to pay to the company at any time the uncalled or unpaid amount on
the shares held by them.

ASSOCIATION CLAUSE: We, the several persons whose names and addresses and
occupations are subscribed, are desirous of being formed into a company in pursuance of this
memorandum of association and respectively agree to take the number of shares in capital of
the company set opposite our respect names.
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NAME OF OCCUPATION ADDRESS SHARES HELD SIGNATURE


SUBSCRIBERS
Mohammad
Abbas

Faraz Alam

Sheikh Talha

Mohiuddin

Aditya

Tauseef Ahmad
shagoo

Ramiz Akhtar

ARTICLES OF ASSSOCIATION

SHARE CAPITAL: The share capital of the company is 5 crore. 30 Thousand


Preference shares of Rs. 100 each and 20 thousand equity shares of Rs.100 each. Each
subscriber shall hold at least 1 share.
AUTHORIZED CAPITAL: Rs 5 Crores.
ISSUED CAPITAL: Rs 3 Crores.
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SHARE CERTIFICATE: It is the prima facie evidence of the share holding of the
shareholders. It shall be issued according to Article 7 of Table A, Schedule I another until
some claim attaching to it is settled.

CALL ON SHARES: The Company shall demand on to its share holders to pay whole
or part of balance remaining unpaid on shares. Call will be made under a resolution of Board
of Directors passed under the meeting of the Board. The company will now its first call of
rupees 50 only/-

APPLICATION MONEY: The application money shall be 3 crores of Rs.100 each.

ALLOTMENT MONEY: Subject to provisions of articles and the act and direction of
the president, the shares shall be under the control of the board, who may allot or dispose off
the same to such persons who apply for it in writing, upon such terms and conditions in such
times, as board may think fit the stamp duty on the shares shall be paid by allotter who
applies for the allotment of shares.

TRANSFER OF SHARES: Section 108 to 112 deals with the transfer of shares. A
company shall register for the transfer of shares only when a proper transfer deed is duly
stamped, executed and signed by both the transferor and transfer deed is delivered to the
company. Then it shall be presented to the Registrar of companies. The transfer deed shall be
received within two months of presentation to the registrar. The company will have the legal
right to execute the transfer deed by legal representative of the deceased.

TRANSMISSION OF SHARES: As per section 109-A(1),every shareholder can


appoint a nominee in a prescribed form. Section 109-A(2) prescribes for the transmission of
shares by joint holder of shares. Section 109-A (3) also prescribes the appointment of
nominee for minor for the transmission of shares.

FORFEITURE OF SHARES: On the account of shareholders making a default in


payment of any of the call money on shares, the company shall give a notice of forfeiture of
those shares along with the accrued interest there upon within 14 days of amount due under
the Article 29 of Table A. If the defaulting shareholders do not pay the amount within the
specified time, board of directors may pass a special resolution to forfeit those shares under
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Article 31 of Table A. This power to forfeit shall be in good faith and for the benefit of the
company.

SHARE WARRANT: As per section 114, the company shall issue share warrant under
common seal of the company only if shares are fully paid up and after obtaining the approval
of the central government.

ALTERATION OF CAPITAL: INCREASE IN CAPITAL-Subject to approval of the


president and provisions of the act, the board from time to time sanction in the general
meeting of the company to increase the share capital by passing a resolution. We are now not
altering our capital.

REDUCTION IN CAPITAL-The Company from time to time by special resolution shall also
have the power to reduce its capital by paying off capital or cancelling capital which has
been lost or is unrepresented by assets and the board subject to provisions of the act accept
surrender of shares.

MEETINGS OF THE COMPANY-STATUTORY MEETING-The board shall hold


a meeting with its shareholders once in life time of company. The issues to be discussed shall
be about the total shares allotted, cash received on those shares, the name, address and
occupation of directors, managers, auditors, secretary and the changes thereof, particulars of
the contract, arrears on call by managers and directors, and finally a copy of report shall be
submitted to the Registrar. We will organize our statutory meeting within 18 months of
formation of company.

ANNUAL GENERAL MEETING-The Company shall every year hold an annual general
meeting during business hours of the company by giving not less than 21 days notice in
writing. It shall be held in the registered office or some other place within the city, town or
village. The company law board shall have the power to call annual general meeting as per
section 167.The affairs and review of the working of the company shall be discussed, and
necessary steps shall be taken to protect the interest of the of directors and elected
representatives of the company. We shall also appoint the auditor and declare dividend for
the shareholders also the annual accounts shall be presented for the consideration of the
shareholders. The meeting will be held every year at our registered office. and we will tell all
the members and board of directors before 21 days in writing .
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EXTRAORDINARY GENERAL MEETING-The board can on its own call for an


extraordinary general meeting with regard to right shares or increase in the remuneration of
managing directors and whole time directors. The meeting could be held in a situation of
emergency and any problem arises. It could be held outside our registered office.

APPOINTMENT OF DIRECTORS: The board shall appoint directors as per section


260,262,313.The directors shall also be appointed by third party or by proportional
representation. The Central Government shall also have the power to appoint directors for a
period of 3 years.

REMUNERATION OF DIRECTORS: The total remuneration of directors shall not


exceed 11% of net profits of any financial year. This fee shall be exclusive of the fees
payable to directors for attending the meeting of the board of directors.

POWERS OF DIRECTORS: The powers to be exercised at the board shall be as


follows:

° To make calls on the unpaid value of the shares from the shareholders
° To issue debentures
° To borrow money
° To invest funds of the company
° To make loans.

The following powers are exercised by directors after the approval of the central government:
° To sell, lease, dispose off the whole or substantially the whole of the undertakings of
the company
° To remit or give time for payment of any debt due to the company
° To invest the amount of compensation received in respect of any acquisition of any
property or undertaking of the company
° To contribute to charitable trust or any fund up to 5% of net profits or Rs.500000.
MANAGERS: As per section386, the Company shall appoint an employee or any other
person as the manager of the Company. The remuneration of the manager will not exceed 5%
of the net profits of the company.
DIVIDEND: The Company shall distribute its profits as dividend to its shareholders and
the rate of dividend shall be declared in the annual general meeting.
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WINDING UP: Subject to the provisions of act, if the company is to be wound up and
assets available for distribution among the members are insufficient to repay the whole of the
paid up Capital, such assets shall be distributed so that the losses shall be borne by members
in proportion to the capital paid up and the commencement of winding up on the shares held
by them respectively. And if in winding up the assets available for distribution among
members are more than sufficient to repay the whole of the paid up capital such assets shall
be distributed amongst the members in proportion to the capital paid up on the shares held by
them respectively.

CONTRACTS FORMED

 We made a contract with GALAXY Furniture Limited to supply us office equipment


and furniture to the extent of 15lakhs. The terms of payment shall be in monthly
instalments for 5 years.
 We also have a contract with HAYAT communication to supply us with the
installation of Telephones and their connection of Rs.5lakhs.
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PROSPECTUS

FOR PUBLIC OFFERING OF 3, 00,000 EQUITY AND PREFERENCE SHARES OF AMU


INSURANCE COMPANY LIMITED
TK. 100.00 EACH (AT PAR) TOTALING TK. 300, 00,000.00
OPENING DATE FOR SUBSCRIPTION: 07.12.2009
CLOSING DATE FOR SUBSCRIPTION: 10.12.2009
FOR NON-RESIDENT BANGLADESHI (NRBS) QUOTA SUBSCRIPTION CLOSES ON:
16.05.2009

MANAGER TO THE ISSUE


TALHA FINANCE LTD.
MORADABAD
UNDERWRITERS
CHADDHA COMPLEX MDA COLONY MORADABAD 244501
Credit Rating Report by CRISL
Rating Surveillance: BBB & Outlook: Stable
Issue Date of the Prospectus: 01.12.2009
The Issue shall be placed in “N” Category

“CONSENT OF THE SECURITIES AND EXCHANGE COMMISSION


HAS BEEN OBTAINED TO THE
ISSUE/OFFER OF THESE SECURITIES UNDER THE
SECURITIES AND EXCHANGE ORDINANCE, 1969 AND THE
SECURITIES AND EXCHANGE COMMISSION (PUBLIC ISSUE)
RULES, 2006. 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
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STATEMENTS MADE OR OPINION EXPRESSED WITH REGARD TO


THEM. SUCH RESPONSIBILITY LIES WITH THE ISSUER, ITS
DIRECTORS, CHIEF EXECUTIVE OFFICER/CHIEF FINANCIAL
OFFICER, ISSUE MANAGER, UNDERWRITER AND/OR AUDITOR.”

AMU LIFE INSURANCE COMPANY LIMITED

CHADDHA COMPLEX MDA COLONY MORADABAD U.P.244501


Tel- 9501415154

ISSUER: AMU LIFE INSURANCE CO. LTD.


ISSUE MANAGER: TALHA FINANCE LTD.

TABLE OF CONTENTS

Item
Availability of Prospectus
Corporate Directory
Abbreviated words and technical terms
Conditions under Section 2CC of the Securities and Exchange Ordinance,
1969
General Information

ISSUER: AMU LIFE INSURANCE CO. LTD.


ISSUE MANAGER: TALHA FINANCE LTD

Directors and Officers


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Tangible assets per share


Ownership of the company's securities
List of Shareholders
List of Share holders who owns 5% or more share of the Company
Share ownership of top ten salaried officers
Share ownership by all other officers as a group

Determination of offering price


Market for the securities being offered
Description of securities outstanding or being offered
Debt securities
Lock-in p ro v isio n o n sp o n s o rss‟h ares
Refund of subscription money
Subscription by and refund to non- resident Bangladeshi (NRB)

Availability of securities
Disclosure in respect of issuance of security in demit form
Conditions of offer, subscription and allotment of shares
Application for subscription
Bankers to the Issue
Allotment

Manager to the Issue


Underwriting of shares
Principal terms and conditions of underwriting agreements
Commission for the underwriters
Un de rwriters ' rig hts to repre s e n in
t C ompany‟ s Boa rd
Relationship of officer or director of the underwriter with the member
of the Board of Directors
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Bankers to the issue commission


Material contracts

Application Form
Financial Statements
Auditors’ report under section 135(1), Para 24(1) of part II of
schedule III to Companies Act, 1994
Valuation Report
Credit rating report
Additional Disclosure by Auditor

ISSUER: AMU LIFE INSURANCE CO. LTD. ISSUE


MANAGER: TALHA FINANCE LTD.

AVAILABILITY OF PROSPECTUS
Prospectus of the AMU Life Insurance Company Limited may be obtained from the Issuer
Company, the Manager to the Issue, the
Underwriters and the Stock Exchanges as follows:

Name and Address Contact person Tel. No.


AMU Life Insurance Company Limited

CHADDHA COMPLEX MDA COLONY MORADABAD 244501

Mr. MOHAMMAD ABBAS

PIRTHIGUNJ STREET KANTH MORADABAD-244501

The Underwriters:
TALHA Finance Limited
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Safura Tower PITAM PURA NEW DELHI

MR.ASLAM KHAN
Asst. Vice President

Uttara Finance & Investments Ltd.


6th floor NEW BULDING GURGAON

MR.MAZHIR ABBAS
In-charge
Merchant Banking Unit

The Stock Exchanges:


MEERUT Stock Exchange Ltd.
BOMBAY BAZAR MEEERUT CANT, 250001
U.P.STOCK EXCHANGE LTD.
SWARUP NAGAR KANPUR U.P.-211001

Prospectus is also available on the web site www.AMUlifeins.com, www.kanpbd.org,


www.talha.com, www.tum.org, www.cdki.com, and Public Reference room of the
Securities and Exchange Commission (SEC) for reading and study.

CORPORATE DIRECTORY
Registered Office
AMU LIFE INSURANCE COMPANY LIMITED
CHADDHA COMPLEX MDA COLONY MORADABAD 244001
Tel 9501415154

Auditor
ANSARI & CO.
Chartered Accountants
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202 TIWARI QUATER MEERUT -250001


Tel: 9997536918, 9634507471

Legal Advisor
Mr. ABDUL WAHEED
PIRTHIGUNJ STREET KANTH MORADABAD U.P.244501.
Tel: 0591-2220015

Tax Consultant
Mr. M. ILEYAS
AMIR NISHAN ALIGARH 2020002
Tel: 9501415154

Issue Manager
TALHA Finance Limited
SS HALL SOUTH ALIGARH 202002
Tel: 9501415101, Fax: 9634507471

Company Secretary Mr. MOID AHMAD ANSARI MBA, FIAT


Compliance Officer Mr. IFTIKHAR ANSARI
Asstt. Company Secretary

ISSUER: AMU LIFE INSURANCE CO. LTD. ISSUE


MANAGER: TALHA FINANCE LTD.
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ABBREVIATED WORDS AND TECHNICAL TERMS USED IN


PROSPECTUS
IPO: Initial Public Offering
Commission: Securities and Exchange Commission
SEC: Securities and Exchange Commission
RLICL: AMU Life Insurance Company Limited
The Company / Issuer: AMU Life Insurance Company Limited
Issue: Public Issue
MSE: MEERUT Stock Exchange Limited
KSE: U.P. Stock Exchange Limited
RJSC: Registrar of Joint Stock Companies and Firms
Stockholder: Shareholders
NBR: National Board of Revenue
CIB: Credit Information Bureau
NRB: Non Resident Bangladeshi
Allotment: Letter of Allotment of Shares FC
Account: Foreign Currency Account STD
Account: Short Term Deposit Account
Securities: Shares of AMU Life Insurance Company Limited
Market of the Securities: Share Market
Offering Price: Price of the securities of AMU Life Insurance Company Limited
Subscription: Application Money
CDBL: Central Depository Bangladesh Limited
NAV: Net Asset Value
EPS: Earning Per Shares
Sponsors; the Sponsor Shareholders of AMU Life Insurance Company Limited
Rules: Securities and Exchange Commission (Public Issue) Rules, 2006
Depository Act: Depository Act, 1999
Ordinance: Securities and exchange Ordinance, 1969
Companies Act: Companies Act, 1994 (Act. No. XVIII of 1994)
Corporate Office: Head office of the Company
Registered Office: AMU CHADDHA COMPLEX MDA COLONY MORADABAD 244501
BO A/C: Beneficiary Owner Account or Depository Account
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ISSUER: AMU LIFE INSURANCE CO. LTD.


ISSUE MANAGER: TALHA FINANCE LTD.
5DISCLOSURE IN RESPECT OF ISSUANCE OF SECURITY
IN DEMAT FORM
As per provision of the Depository Act, 1999 and regulation made there under, shares of the
company will be issued in dematerialized form only and for this purpose AMU life Insurance
Company Limited has signed an agreement with the Central Depository MORADABAD
Limited (CDBL). Therefore, all transfer/transmission, splitting or conversion will take place
in the CDBL system and any further issuance of shares (including rights/bonus) will also be
issued in dematerialized form only.

CONDITION UNDER SECTION 2CC OF THE SECURITIES


AND EXCHANGE ORDINANCE, 1969

PART-A
1. The company shall go for Initial Public Offer (IPO) for 4,50,000 ordinary shares of
Tk.100.00 each at par worth Tk. 4,50,00,000 (Taka Four crore fifty lac) only following the
Securities and Exchange Commission (Public Issue) Rules, 2006, the Depository Act, 1999
and regulations made there under.

2. The abridged version of the prospectus, as approved by the Commission, shall be


published by the issuer in four national daily newspapers (in two URDU and two English),
within 03 (three) working days of issuance of this letter. The issuer shall post the full
pro sp ectu s vetted by th e Se curitie s an d Exchang e C o mmissio n in th e issuer‟s website
and
shall also put on the web sites of the Commission, stock exchanges, and the issue manager
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within 03 (three) working days from the date of issuance of this letter which shall remain
posted till the closure of the subscription list. The issuer shall submit to SEC, the stock
exchanges and the issue manager a diskette containing the text of the vetted Prospectus in
“MS-Word” format.

3. Sufficient copies of prospectus shall be made available by the issuer so that any person
requesting a copy may receive one. A notice shall be placed on the front of the application
form distributed in connection with the offering, informing that interested persons are entitled
to a prospectus, if they so desire, and that copies of prospectus may be obtained from the
issuer and the issue manager. The subscription application shall indicate in bold type that no
sale of securities shall be made, nor shall any money be taken from any person, in connection
with such sale until twenty five days after the prospectus has been published.

4. The company shall submit 40 (forty) copies of the printed prospectus to the Securities and
Exchange Commission for official record within 5 (Five) working days from the date of
publication of the abridged version of the prospectus in the newspaper.

5. The issuer company and the issue manager shall ensure transmission of the prospectus,
abridged version of the prospectus and relevant application forms for NRBs through e-mail,
simultaneously with publication of the abridged version of the prospectus, to the Bangladesh
Embassies and Missions abroad and shall also ensure sending of the printed copies of
abridged version of the prospectus and application forms to the said Embassies and Missions
within five working days of the publication date by express mail service (EMS) of the postal
department. A compliance report shall be submitted in this respect to the SEC jointly by the
issuer and the issue manger within two working days from the date of said dispatch of the
prospectus & the forms.

6. The paper clipping of the published abridged version of the prospectus, as mentioned at
condition 2 above, shall be submitted to the Commission within 24 hours of the publication
thereof.

7. The company shall maintain separate bank account(s) for collecting proceeds of the Initial
Public Offering and shall also open FC account(s) to deposit the application money of the
Non- Resident Bangladeshis (NRBs) for IPO purpose, and shall incorporate full particulars of
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said FC account(s) in the prospectus. The company shall open the abovementioned accounts
for IPO purpose; and close these accounts after refund of over-subscription. Non-Resident
Bangladeshi (NRB) means Bangladeshi citizens staying abroad including all those who have
dual citizenship (provided they have a valid Bangladeshi passport) or those, whose foreign
passport bear a stamp from the concerned Bangladesh Embassy to the effect that no visa is
required to travel to Bangladesh.

8. The issuer company shall apply to all the stock exchanges in Bangladesh for listing within
07(seven) working days from the date of issuance of this letter and shall simultaneously
submit the vetted prospectus with all exhibits, as submitted to SEC, to the stock exchanges.

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

ISSUER: AMU LIFE INSURANCE CO. LTD. ISSUE


MANAGER: TALHA FINANCE LTD.

“Declaration about Listing of Shares with the Stock Exchange(s):


None of the stock exchange(s), if for any reason, grants 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 exchanges, or from the date of expiry of the said 75 (seventy five) days,
as the case may be. In case of non-refund of the subscription money within the aforesaid
fifteen days, the company directors, in addition to the issuer company, shall be collectively
and severally liable for refund of the subscription money, with interest at the rate of 2% (two
percent) per month above the bank rate, to the subscribers concerned. The issue manager, in
addition to the issuer company, shall ensure due compliance of the above mentioned
conditions and shall submit compliance report thereon to the Commission within seven days
of expiry of the aforesaid fifteen days time period allowed for refund of the subscription
m o ney.”
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10. The subscription list shall be opened and the sale of securities commenced after 25
(twenty five) days of the publication of the abridged version of the prospectus and shall
remain open for 5 (Five) consecutive banking days.

11. A non-resident Bangladeshi shall apply either directly by enclosing a foreign demand
draft drawn on a bank payable at MEERUT, or through a nominee by paying out of foreign
currency deposit account maintained in Bangladesh or in Taka, supported by foreign currency
encashment certificate issued by the concerned bank, for the value of securities applied for
through crossed bank chequ e m arking “Acco u n tPayee o nly”. Th e NRB ap p lican ts s h a ll
sen d
applications to the issuer company within the closing date of the subscription so as to reach
the same to the company by the closing date plus nine days. Applications received by the
company after the above time period will not be considered for allotment purpose.

12. The company shall apply the spot buying rate (TT clean) in US Dollar, UK Pound
Sterling and Euro of Sonali Bank, which shall be mentioned in the Prospectus, as prevailed
on the date of opening of the subscription for the purpose of application of the NRBs and
other non-Bangladeshi persons, where applicable.

13. The company and the issue manager shall ensure prompt collection/clearance of the
foreign remittances of NRBs and other non-Bangladeshis, if applicable, for allotment of
shares.

14. Upon completion of the period of subscription for securities the issuer and the issue
manager shall jointly provide the Commission and the stock exchanges with the preliminary
status of the subscription within 05 (five) working days, in
Respect of the following matters, namely: -
(a) Total number of securities for which subscription has been received;
(b) Amount received from the subscription; and
(c) Amount of commission paid to the banker to the issue.

15. The issuer and the issue manager shall jointly provide the Commission and the stock
exchanges the list of valid and invalid applicants in 2 (two) CDs and final status of
subscription to the Commission within 3 (three) weeks after the closure of the subscription
along with bank statement (original), branch-wise subscription statement. The list of valid
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and invalid applicants shall be finalized after examination with the CDBL in respect of BO
accounts and particulars thereof.

16. The IPO shall stand cancelled and application money shall be refunded immediately (but
not later than 5(five) weeks from the date of the subscription closure) if any of the following
events occur:
(a) Upon closing of the subscription list it is found that the total number of valid applications
(in case of under subscription including the number of the underwriter) is less than the
minimum requirement as specified in the listing regulations of the stock exchange(s)
concerned; or
(b) At least 50% of the IPO is not subscribed.

17. 10% of total public offering shall be reserved for non-resident Bangladeshi (NRB) and
10% for mutual funds and collective investment schemes registered with the Commission,
and the remaining 80% shall be open for subscription by the general public. In case of under-
subscription under any of the 10% categories mentioned above, the unsubscribed portion
shall be added to the general public category and, if after such addition, there is over
subscription in the general public category, the issuer and the issue manager shall jointly
conduct an open lottery of all the applicants added together.

18. All the applicants shall first be treated as applied for one minimum market lot of 50
shares worth Tk.5,000/-. If, on this basis, there is over subscription, then lottery shall be
held amongst the applicants allocating one identification number for each application,
irrespective of the application money. In case of over-subscription under any of the categories
mentioned hereinabove, the issuer and the issue manager shall jointly conduct an open lottery
of all the applications.

ISSUER: AMU LIFE INSURANCE CO. LTD. ISSUE


MANAGER: TALHA FINANCE LTD.

Received under each category separately in presence of representatives from the issuer, the
stock exchanges and the applicants, if there be any.
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19. An applicant cannot submit more than two applications, one in his/her own name and
another jointly with another person. In case an applicant makes more than two applications,
all applications will be treated as invalid and will not be considered for allotment purpose. In
addition, whole or part of application money may be forfeited by the Commission.
20. Lottery (if applicable) shall be held within 4(four) weeks from closure of the subscription
date.

21. The company shall issue share allotment letters to all successful applicants within 5(five)
weeks from the date of the subscription closing date. Within the same time, refund to the
unsuccessful applicants shall be made in the currency in which the value of securities was
paid for by the applicants without any interest through Account Payee Cheque/ refund
warran ts w ith ban k accou n t n u m b re, bank‟s name an d Branch as in dicated in th e
securitie s
application forms payable at Moradabad/ Kanpur/ Allahabad/ Meerut/ Aligarh/ London/
bareilly, as the case may be, subject to condition 19 above. Refund money of the unsuccessful
applicants shall be credited directly to their respective bank accounts within 5(five) weeks
from the date of the subscription closing, who have mentioned in the IPO application forms,
bank account numbers with the bankers to the issue and other banks as disclosed in the
prospectus.
A compliance report in this regard shall be submitted to the Commission within 6(six) weeks
from the date of closure of subscription.

22. The company shall furnish the List of Allotters to the Commission and the stock
exchange(s) simultaneously in which the shares will be listed, within 24 (twenty four) hours
of allotment.

23. In the event of under-subscription of the public offering, the unsubscribed portion of
securities shall be taken up by the underwriter(s) (subject to Para -16 above). The issuer must
notify the underwriter to take up the underwritten shares within 10 (ten) days of the
subscription closing date on full payment of the share money within 15 (fifteen) days of the
issuer‟s notice. The underwriter shall not share any underwriting fee with the issue manager,
other underwriters, issuer or the sponsor group.
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24. All issued shares of the issuer at the time of according this consent shall be subject to a
lock- in of three years from the date of issuance of prospectus or commercial operation,
whichever comes later; Provided that the persons, other than directors and those who hold 5%
or more shares, who have subscribed to the shares of the company within immediately
preceding two years of according consent, shall be subject to a lock-in of one year from the
date of issuance of prospectus or commercial operation, whichever comes later.

25. In respect of shares of Sponsors/Directors/Promoters (if in paper format) shall be handed


over to security custodian bank registered with SEC and shall remain till completion of lock
in and the name and branch of the bank shall be furnished to the Commission jointly by the
issuer and the issue manager, along with a confirmation thereof from the custodian bank,
within one week of listing of the shares with the stock exchange(s). Or they (shares of
Sponsors/Directors/Promoters) can be demanded and will remain in lock-in under CDBL
system and issuer will submit a dematerialization confirmation report generated by CDBL
and attested by the managing director of the company along with lock-in confirmation to SEC
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 locking of those shares and
submit a statement to this effect to SEC.

26. The company shall apply to the stock exchanges for listing within 7(seven) working days
of issuance of this letter and shall simultaneously submit to the Commission attested copies
of the application filed with the stock exchanges.

27. The company shall not declare any benefit other than cash dividend based on the financial
statements for the period ended on June 30, 2008.

Part –B
1. The issue manager (i.e. Talha Finance Limited) shall ensure that the abridged version of
the prospectus and the full prospectus is published correctly and in strict conformity without
any error/omission, as vetted by the Securities and Exchange Commission.
2. The issue manager shall carefully examine and compare the published abridged version of
prospectus on the date of publication with the copy vetted by SEC. If any discrepancy/
24 | P a g e

inconsistency 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 SEC and the stock exchange(s) concerned, correcting the
discrepancy/inconsistency as required under „Du e D iligence Certific ate s‟ provide d with
SEC.

ISSUER: AMU LIFE INSURANCE CO. LTD. ISSUE


MANAGER: TALHA FINANCE LTD.

3. Both the issuer company and the issue manager shall, immediately after publication of the
prospectus and its abridged version, jointly inform the Commission in writing that the
published prospectus and its abridged version are verbatim copies of the same as vetted by
the Commission.

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

5. The company shall furnish report to the Commission on utilization of IPO proceeds within
15 days of the closing of each quarter until such fund is fully utilized, as mentioned in the
schedule contained in the prospectus, and in the event of any irregularity or inconsistency, the
C o mmissio n may em ploy o r engage any pers o n ,at is s u er‟ s co st,to examin e w heth e rthe
issuer has utilized the proceeds for the purpose disclosed in the prospectus.

6 . All tran s actio n s , exclu din g petty cas h expen s e s , s h a ll b e effected th rough th e
co m p any‟s
bank account(s).

7. Proceeds of the IPO shall not be used for any purpose other than those specified in the
prospectus. Any deviation in this respect must have prior approval of the shareholders in the
General Meeting under intimation to SEC and stock exchange(s).

PART-C
25 | P a g e

1. All the above conditions imposed under section 2CC of the Securities and Exchange
Ordinance, 1969 shall be incorporated in the prospectus immediately after the page of the
table of contents, with a reference in the table of contents, prior to its publication.

2. 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.

PART-D
1. As per provision of the Depository Act, 1999 and regulations made there under, shares will
only be issued in dematerialized condition. All transfer/ transmission/ splitting will take place
in the Central Depository Bangladesh Ltd. (CDBL) system and any further issuance of shares
(including rights/bonus) will be made in dematerialized form only. An applicant (including
NRB) shall not be able to apply for allotment of shares without beneficial owner account (BO
Account).

2. The issue manager shall also ensure due compliance of all above.

ISSUER: AMU LIFE INSURANCE CO. LTD. ISSUE


MANAGER: TALHA FINANCE LTD.

GENERAL INFORMATION
TALHA Finance Limited has prepared this prospectus from information supplied by

AMU

Life Insurance Company Ltd.


(The company) and also several discussions with Chairman, Managing Director, Directors
and concerned executives of the Company which is publicly available. The Board of
Directors of AMU Life Insurance Co. Ltd. hereby confirm that to the best of their knowledge
26 | P a g e

and belief, the information contained herein is true and correct in all material respects and
that there are no other material facts, the omission of which, would make any statement
herein misleading. No person is authorized to give any information or to make any
representation not contained in this Prospectus and if given or made, any such information or
representation must not be relied upon as having been authorized by the Company or the
Issue Manager. The issue, as contemplated in this document is made in Bangladesh and is
subject to the exclusive jurisdiction of the Courts of Bangladesh. Forwarding this Prospectus
to any person resident outside Bangladesh in no way implies that the issue is made in
accordance with the laws of that country or is subject to the jurisdiction of the laws of that
country. A copy of this prospectus may be obtained from the Head Office of AMU Life
Insurance Co. Ltd., TALHA Finance Ltd. The underwriters and the Stock Exchanges where
the securities will be traded.

ISSUER: AMU LIFE INSURANCE CO. LTD. ISSUE


MANAGER: TALHA FINANCE LTD.

DECLARATIONS AND DUE DILIGENCE CERTIFICATES


Declaration about the Responsibility of the Directors, including
the CEO of the Issuer Company in respect of the Prospectus
This prospectus has been prepared, seen and approved by us, and we, individually and
collectively, accept full responsibility for the authenticity and accuracy of the statements
made, information given in the prospectus, documents, financial statements, exhibits,
annexes, papers submitted to the Commission in support thereof, and confirm, after making
all reasonable inquiries that all conditions concerning this public issue and prospectus have
been met and that there are no other information or documents the omission of which make
any information or statements therein misleading for which the Commission may take any
civil, criminal or administrative action against any or all of us as it may deem fit. We also
confirm that full and fair disclosure has been made in this prospectus to enable the investors
to make a well informed decision for investment.
27 | P a g e

Consent of Director (S) To Serve As Director


We hereby agree that we have been serving as Director (s) of AMU Life Insurance Company
Limited and continue to act as Director of the Company.

MS MOHAMMAD ABBAS MBA


Chairman

FARAZ ALAM
CEO

SHEIKH TALHA

Managing Director

ANNEXURE
FORM NO. 1A

THE COMPANIES ACT, 1956

Application form for availability of names

The registrar of Companies,


28 | P a g e

Sir,

Subject: AVAILABILITY OF NAMES---INFORMATION---FURNISHING OF

We, the following applicants, are desirous of forming a company to be


registered under the companies Act, 1956 in the state of-

1. Name and full address of the person(s) applying


for the availability of the name (in block capitals)
2. Proposed name of the company

3. State whether public or private

4. In case the proposed name mentioned in


item (2) is not available, 3 names to be
considered in the order of preference
5. Main object of the proposed company

6. Name and addressees of the prospective


directors or promoters, etc.
7. Particulars of the names and situations of
registered offices of other companies in the same
group or under the same management
8. Proposed authorised capital

9. Please furnish particulars and results of any


application moved to this or any other Registrar
previously for availability of name
10. Particulars of remittance of fee (Draft/IPO) Rs.

Situation
29 | P a g e

Dated Signature of the


applicants

FORM
NO. 1

Registration No. Of Company.......... Nominal Capital: Rs. 5


crores

THE COMPANIES
ACT, 1956

Declaration of compliance with the requirements of the


Companies Act, 1956 on application for registration of a
company

[Pursuant to section
33(2)]

Name of Company Amu life insurance co.


Limited/Private Limited

Presented by ..Mohammad Abbas ., of chairman do

solemnly and sincerely Declare that I am [1]Mohammad Abbas who

is engaged in the formation of the


company, or a
person

Named in the articles as a director/manager/secretary of the AMU


life insurance co.
Limite
d

And that all the requirements of the Companies Act, 1956, and the rules there
under in respect of matters precedent to the registration of the said
company and incidental thereto have been complied with.
30 | P a g e

And make this solemn declaration conscientiously believing the


same to be true.

Date 10 dec 2009

Place moradabad Signature

Witness Aditya,sager,inayat,neetu,ahmad ali

Designation

1. An advocate of the Supreme Court of the......u.p.... High Court, an attorney


or a pleader entitled to appear before the.........U.P.... High Court or a
chartered accountant practising in India.

2. State whether director, manager / secretary /advocate/ chartered account.

FORM NO. 32

Registration No. of Company....AMU life insurance co. Ltd. Nominal Capital Rs..5
crores..........

THE COMPANIES ACT, 1956

Particulars of appointment of directors and manager


and changes among them

[Pursuant to section 303(2)]

Name of Company...AMU life insurance co.ltd.. Presented by...Mohammad


Abbas
31 | P a g e

Note: --- If a company has no particulars to be included in one or two of the


headings ‘A’ ‘B’ and ‘C’ the parts containing those headings (in respect of which
the company has no particulars to be included) need not be filed.

A. Appointment of and changes among


directors.

Name or Father’s/ Usual Nationality Date of Brief


names and husband’s residenti appointme particulars
surname name al nt or of changes
address change
in full
1 2 3 4 5 6

Notes: (1) A note of changes should be made in column 6 e.g. by inserting


against the name of new
director, etc. the words “in place of ........................ and by indicating
against the name of
the
former director, the cause for the change, e.g. by death,
rotatio
n,
resignation, retirement by disqualification etc.
(2) In case of managing director, his designation should be stated with his

name in columan1. B. [***]

C. Appointment of and changes in manager ship and secretary ship.

Name or Father’s/ Usual Nationality Date of Brief


names and husband’s residenti appointme particulars
surname name al nt or of changes
address change
in full
1 2 3 4 5 6
32 | P a g e

Dated the 10 dec 2009

Signature...................................

.........

Designation................................

............

Notes: (1) For the purposes of this form, particulars of a person appointed as
manager within the
meaning of section 2(24) of the Companies Act, 1956 need be given.

(2) A note of change as also the cause of change e.g., by death,


resignation, removal, disqualification, etc. should be stated in column 6.

Article 4-Board of Directors

General Power of the Board: The business of the Company shall be managed by the
Board of Directors. The Board of Directors shall exercise all such powers and do all such acts
and things, as the Company is authorised to exercise or do, except those which the Act or the
Memorandum and Articles of Association specifically provide, shall be exercised or done by
the Company in General Meeting.

Removal of Directors: The President may, from time to time or at any time remove any
part time Director, from office at his absolute discretion. The Chairman, Vice-Chairman,
Managing Director(s) and whole-time Directors may be removed from office in accordance
with the terms of their appointment or if no such terms are specified, o n th e exp iry o f
m o n th
s‟
notice issued in writing by the President or with immediate effect on payment of pay in lien
of notice period.
33 | P a g e

Appointment of a Director: The President may, subject to the provisions of the Act,
from time to time, appoint the Chairman, Vice-Chairman or any of the Directors to the office
of Managing Directors(s) of the Company for such term and on such remuneration, whether
by way of salary or otherwise, as he may think fit, and may, from time to time, remove or
dismiss him or them from office and appoint another or others in his or their place or places
in accordance with the provisions of the preceding Articles. Any such Director appointed to
any such office shall, if he ceases to hold the office of Chairman/Vice-Chairman/Director due
to any such cause shall ipso facto simultaneously cease to be Managing Director(s) of the
Company.

Powers of Chairman: The Chairman may reserve for decision of the President any
proposals or decisions of the Board of Directors or any matter brought before the Board
which raise in the opinion of the Chairman, any important issue and which is on that account
fit to be reserved for the decision of the President, and no decision on such an issue shall be
taken in the absence of the Chairman appointed by the President.

Powers of President:
(a) To give directives to the Company as to the exercise and performance of its functions in
matters involving national security or substantial public interest.

(b) To call for such returns, accounts and other information with respect to the property and
activities of the Company as may be required from time to time

(c) To determine in consultation with the Board the annual, short and long-term financial and
economic objectives of the Company

(d) To take decisions regarding entering into partnership and formation of either wholly or
Partly owned companies/subsidiaries and/or regarding arrangements for sharing
profits/holding: Provided that all directives issued by the President shall be in writing
addressed to the Chairman.
34 | P a g e

The Board shall, except where the President considers that the interest of national security
requires otherwise, incorporate the contents of such directives in the annual report of the
Company and also indicate its impact on the financial position of the Company.

Article 5-The Seal

The Seal of the Company: The Board of Directors shall provide a Common Seal for the
Company and shall have power from time to time to destroy the same and substitute a new
Seal in lieu thereof. The Board of Directors shall provide for the safe custody of the Seal.

Affixation of the Seal: The Seal of the Company shall not be affixed to any instrument
except by the authority of a resolution of the Board or of a Committee of the Board
authorized by it in that behalf and except in the presence of at least two Directors and of the
Secretary or such other person(s) as the Board may appoint for the purpose, and those two
Directors or such other person(s) as aforesaid shall sign every instrument to which the Seal of
the Company is so affixed in their presence. The Director(s) may however, sign a share or
bond/debenture certificate by affixing his/their signature(s) thereon by means of a machine,
equipment or other mechanical means such as engraving in metal or lithography, but not by
means of a rubber stamp, provided that such Director(s) shall be responsible for the safe
custody of such machine, equipment or other metal used for the purpose.

FORM NO.
18

Registration No. of the Company AMU life insurance co.ltd. Nominal


Capital: Rs 5 crores

THE COMPANIES ACT,


1956
35 | P a g e

Notice of the situation/change of situation of


registered office

[Pursuant to section
146]

Name of the company AMU life

insurance co.ltd. Notice is hereby given

that ----

1. (a) the registered office of the company is situated Moradabad .with effect
from
10 dec
2009
[date]
(b) The situation of the registered office of the company of was changed from
MDA colony to
Harthala colony with effect fr om 10 jan 2009 .
[Date]

2. Situation of registered office falls under the jurisdiction of MORADABAD


police station

(name of the police station).*


Dated this 10 jan
2010

Signature

Name

(In Block Capitals)

Designation

*State address of nearest police station with district and tehsil.

FORM NO
29

Registration No. of Company...AMU life insurance co. ltd.. Nominal Capital Rs. 5
croers

THE COMPANIES ACT,


1956
36 | P a g e

Consent to act as director of a company and/or undertaking to take


and pay for qualification shares

[Pursuant to section 264(2)/266(I)(a) and


266(1)(b)(iii)]

Name of company.AMU life insurance co.ltd.... Limited..........................................

Presented Mohammad Abbas

To the Registrar of Companies.......................................................................

I, the undersigned, hereby testify my consent to act as director of


the.......................... Limited ... pursuant to section 264(2)/266(1)(a) of the
Companies Act, 1956 and certify that I have not been disqualified to act as a
director under sections 267 and/or 274 of the Companies Act, 1956.

I, the undersigned having consented to act as director of the AMU life


insurance co.ltd.. Limited, also hereby undertake to take from the said
company and pay for 1000 Shares of Rs.100
Each, being the number/value of the shares prescribed as the qualification shares
for the office of
director of the said company.

Name Address Occupatio Date of Nationality Signature


and n birth
surname in
full and
father’s
names
1 2 3 4 5 6

Signature..............................

Designation...........................

Dated the .10 jan 2009

Notes: (1) Delete the portion not applicable.

(2) If a director signs through his agent authorised in writing, the authority
must be produced before the Registrar.

(3) In case of undertaking to take and pay for qualification shares,


the from should be accompanied by the necessary stamp duty.

FORM NO.
32

Registration No. of Company.......................... Nominal Capital Rs.5 crores

THE COMPANIES ACT,


1956
37 | P a g e

Particulars of appointment of directors and manager and


changes among them

[Pursuant to section
303(2)]

Name of CompanyAMU life insurance co.ltd.. Presented by.Mohammad Abbas

Note: --- If a company has no particulars to be included in one or two of


the headings ‘A’ ‘B’ and ‘C’ the parts containing those headings (in respect of
which the company has no particulars to be included) need not be filed.

B. Appointment of and changes among directors.

Name Father’s/ Usual Nationality Date of Brief


or husband’s residenti appointme particulars
names name al nt or of changes
and address change
surname
in full1 2 3 4 5 6

Notes: (1) A note of changes should be made in column 6 e.g. by inserting against
the name of new
director, etc. the words “in place of ........................ and by indicating
against the name of
the
former director, the cause for the change, e.g. by death,
rotatio
n,
resignation, retirement by disqualification etc.
(2) In case of managing director, his designation should be stated with his

name in columan1. B. [***]

C. Appointment of and changes in managership and secretary ship.

Name Father’s/ Usual Nationality Date of Brief


or husband’s residenti appointme particulars
names name al nt or of changes
and address change
surname
in full1 2 3 4 5 6
38 | P a g e

Dated the 10 jan 2009

Signature................................

............

Designation................................

............

Notes: (1) For the purposes of this form, particulars of a person appointed as
manager within the
meaning of section 2(24) of the Companies Act, 1956 need be given.

(2) A note of change as also the cause of change e.g., by death,


resignation, removal, disqualification, etc. should be stated in
column 6.
39 | P a g e

FORM NO. 1

Registration No. Of Company.......... Nominal Capital: Rs.


5 crores................

THE COMPANIES ACT, 1956

Declaration of compliance with the requirements of the Companies Act, 1956


on application for registration of a company

[Pursuant to section 33(2)]

Name of Company AMU life insurance co.ltd.

Presented by.. Mohammad Abbas

I. Mohammad Abbas of Amu life insurance co.ltd. do solemnly and


sincerely

Declare that I am [1] who is engaged in the formation of the


company, or a person

Named in the articles as a director/manager/secretary of the


Limited/Private

Limited.

And that all the requirements of the Companies Act, 1956, and the rules there under
in respect of matters precedent to the registration of the said company and incidental
thereto have been complied with.

And make this solemn declaration conscientiously believing the same to be


true.
40 | P a g e

Dat e 10 jan 2009

Place Moradabad
Signature

Witness Aditya,sager,tauseef,moin,

Designation

2. An advocate of the Supreme Court of the..UP............ High Court, an attorney or a


pleader entitled to appear before the.....UP...... High Court or a chartered
accountant practising in India.

3. State whether director, manager / secretary /advocate/ chartered account.