20TH ANNUAL REPORT- 2015 am Great aT Raper crate row MEGHNA LIFE INSURANCE CO. LTD. Registered Office Biman Bhaban (2nd Floor), 100, Motijneel Commercal Area, Dhaka-1000 Phone : PABX : 9558297, 9558993, 9555204, Fax: 86-02-9578113 ‘e-mall:info@meghnalife.com, Web site : www.meghnalife.comOur Vision Our vision is to lead the Insurance Sector by delivering excellent services to all categories of policyholders through our trained folk of Insurance activists and use of smart latest digital technology to be delivered at the door steps of common people Our Mission * Speedy quality services to our policyholders. * Mainiain sustainable growth. ‘Follow. strong/high ethics of morality in all spheres of business operation/activities. * Provide profitable return on shareholders’ equity. * Maimain corporate social responsibilities (CSR). * Explore new areas/venues where Insurance awareness has not yet been developed. * Protect policyholder's interest. * Develop honesty, sincerity, integrity among the service rendering employees.Shrategit Oy fi * To procure Insurance premium in a transparent manner based on market mechanism within the legal and social framework. * To provide efficient, innovative and quality products and services with excellent delivery system to the policyholders * To attraci/retain efficienv/eapable employees and io enhance their career through training, motivation and remuneration. * To contribute meaningfully towards the progress of the nation by providing corporate social responsibilities * To generate profit and fair returns to our shareholders ensuring sustainable growth. Core Values * Policyholder first (Customer Centricity) * Ethicy (Honesty/sincerity/devotion/ategrity/high moral) * Transparency * Responsibility * Innovation * Teamwork Our Commitment * Focus on policyholders satisfaction * Committed to deliver best financial services to policyholders, * Catering high degree of professionalism by use of latest digital technology: * Creating and maintaining long lasting relationship based on mutual trust and interest with the policyholders and share holders * Sharing the values and belief of our policyholders.Contents 01. Corporate Information 02. Our Joumey 03. Transmittal Lettor (04, Notice of the 20th Annual General Meeting 08. Products & Services 06. Board of Directors 07. Corporate Management & Committses 08. Shariah Council 08. Equity Performance 40. Operational Highlights 2015 11. Business Highlights 42, Financial Highlights 13. Achievement of Meghra Life (Graph) 44, Photographs 15, Profile of Directors 16. Profile of Independent Directors, 17. Chairman's Massage 18. Chief Executive Officer's Report 1G. Report of the Audit Commities 20. _Certifcation by The Chef Executive Officer and the Chief Financial Officer on financial reporting 24. Certificate of Corporate Goveriance 22. Report on Camparate Governance 29. Stalus of Compliance of Corporate Governance Pago No. 08 o7 09 10 " 12 13 14 15 16 17 18 19 26 20 at 33 35 36 37 39Contents 24 2 n 33, 36. 7 a4 42 43 46 47 Director's Report Auditor's Report Balance Sheet Revenve Account Cash Flow Statement Statement of Changes in Sharcholder's Equity Notes to the Financial Statements Statement o Life Insurance Fund Form-AA Director's Certicate Consolidated Balance Sheet Consolidated Revenue Account Consolidated Statement of Changes in Sharehalder's Equity Consolidated Gash Flow Statement Consolidated Statement of Life Insurance Fund Consolidates Fom-"AA" Consolidated Notes to the Financial Statements Meghna Life Secirties and Investment Limited Statement of Financial Pasion Statement of Profit or Loss and Other Comprehensive Incoma Statement of Changes in Shareholders’ Eaulty Statement of Cash flows Notes to the Financial Statements Property, Plant & Equipment Page No. gs 8@SRespeRpReeRvSBH AR SE 88s8eeg8 8 8Corporate Information ot 02. 03. o 05. 06 or 08. 09. 10. 11 Name of Company ‘Year of Establishment Date of Incorporation Business Commencement Date ‘Authorised Capital Paid up Capital Nature of Business Registered Office Aucitors Legal Adviser Bankers Meghna Life Insurance Company Limited 1996 Sth May 1998 Sth May 1998 Tk. 60 Crore Tk 904 053,640. Life Insurance Business Biman Bhaban (2nd floor) 100, Motiheal Commercial Aroa Dhaka-1000, Bangladesh MIS A. Wahab & Co. Chartered Accountants Hotel Purbani, Annex.2, (4th Floor) 1 Ditkusha C/A, Dhaka-1000. Advocate M.A. Wadud The Law Society, Ispahani Building (1st floor) 14-15, Motjheel C/A, Dhaka-1 000. Sonali Berk Ltd., Janata Bank Ltd., Agrani Bank Lid, Pubali Bank Ltd., Rupali Bank Lid, Uttara Bark Ltd., Bangladesh Krishi Bank Rajshahi Krishi Unnayan Bank, Bank Al-Falah Ltd. NCC Bank Ltd., Jamuna Bank Lta. Islami Bank 89 Lid., The Trust Bank Lid Dhaka Bank Ltd., Prime Bank Ltd. National Bank Ltd., Bank Asia Lid, EXIM Bank Lio. Brac Bank Lt¢., Al-Arafan Islarni Bank Lid. Eastein Bank Ltd., LF.LC Bank Ltd., One Bank Lid. Bangladesh Commerce Bank Ltd., AB Bank Lid. ICB Isiamnic Bank Ltd., First Security Islami Bark Lic, Mercantile Bark Lid., Social Islami Bank Lid. Premier Bank Ltd., Southeast Bank Lid. Standard Bank Lid., Dutch Bangla Bank Ltd. Shahjalal Islami Bank Ltd., United Commercial Bank Lid Habib Bank Lid., Mutual Trust Bank Ltd, South Bangla Agriculture & Commerce Bank Ltd. NRB Commercial Bank Ltd, Midland Bank Lt. The Farmers Bank Ltd... NRB Global Bank Lt. OBL, Union Bank Ltd., The City Bank Ltd, Meghna Bank Ltd., Modhumoti Bank Lta.Our Journey 1996 sth May Sth May Sth June 2004 22nd Feb. 19th Aug. 200! th April 27th April 25th Aug. 1st Sept. Ath Sept, 2009 6th Aug. Ath Dee. Incorporation of the company Commencement of business Issuance of first insurance paliey 13thJune Launching af Lake Bima (Micro insurance) Launching of istarni Bima (Tekatul) First declaration of bonus to policy holder 2003 2nd July Launching of Islami hudra Bima (Takaful) ‘Agreement sige with CDBL ‘Consent eceved fom ASECfar issuance of puple share Tk 45 milion start up demat settlement Listing with Dhake and Chittagong Stock Exchange Limited First eraging at Dhaka and Chittagong stock exchange Limized 2008 0th April Startup of Mobile SUS programme dvsion fr the poe holder azthJune Launching of Swanirvor Bima Purchase of eight(2) decimal land at Sagarcl at Barisal town start up the construction work of 17 stoviad company's own building at Motiheel, Dhaks-1000.2012 27th Aug. 19th Sep, 23th Aug. Sth May 2015 15th March 2010 2sth Feb, Purchase of 24.23 decimal land at Comlla town. 25th March Purchase of 9.25 decimal land with 03 (three) storied building at Patuakhali town, 2oth June _—Purchase of commercial space measuring 3641 sf ‘with 0.011 decimal land at Nesiratiad, Chittagong. purchase of 1.23 Decimal land with 2258 sft floor space at 11/8, Teyenbee circular oad, Motijheel, Dhaka 1000. Purchase of 758 sf. Commercial space with 0.0023 aere land at Nasirabad C/A, Chittagong Purchase of Membeiship Number-245 of Dhaka Stock Exchange Lt, 2013 8th April Formation of Subsidiary Comoary in the name and style: Meghra Life Securities and investment Lte Starting constrution on 2.5 Katha Land attached to 17th steried ‘own Building Meghna-Karnaphuli Birman &haban at 11/0, Toyenbee Cicular Road, Motijheet C/A, Dhiake-1000, Start up construction work on 8 decimal land at Sagara at Barisal Town,Transmittal Letter All Respected Shareholders Incurance Development and Regulatory Authority Bangladesh Securities and Exchange Commission Registrar of Joint Stock Companies & Firms Dinaka Stock Exchange Limited Chittagong Stock Exchange Limited, Sub: Annual Report of Meghna Life Incurance Company Ltd. for the year ended 21st December, 2015, Dear Sr, We are pleased to enclose 2 copy of the above Annual Report together with the Audited Accounts & Financial Statements for the year ended 31st December, 2015 for your kind inforamation and record, With Best Regards (Aziz Anmed) Company Secretaryas rT TSS Sper Part foe — MEGHNA LIFE INSURANCE CO. LTD. Head Office : Biman Bhaban (2nd floor), 100, Motiheel C/A, Dhaka-1000. ‘Website : www. meghnalife com NOTICE OF THE 20th ANNUAL GENERAL MEETING Notice is hereby given that the 20th Annual General Meeting (AGM) of Meghna Life Insurance Company Limited will be held at newly constructed 'Meghna-Kamaphuli Bima Bhaban' at 11/3, I1/D Toyenbee Circular Rd (3rd floor), Motijieel C/A, Dhaka-1 000 on Thursday, 29th September, 2016 at 10:30 am. to transact the following businesses: AGENDA, 1. To confirm the minutes of the 19th Annual General Meeting of the Company held on 27082015 2. To receive, consider and adopt the Revenue Accounts of the Company for the year ended 31st December, 2015 and the Balance Sheet as at that date iogether with the reports of the Directors and the Auditors thereon, 3. To declare dividend for the year ended 31st December, 2015 as recommended by the Board of Directors. 4. Toclectire-clect Directors as per Articles of Association of the Company. To appoint Auditors for the year 2016 and (o fix their remuneration. 6, To transact any other business with the permission of the Chait, By order of the Board of Directors (Aziz Ahmed) Dated: Dhaka, 14th August 2016 ‘Company Secretary Notes: a. The Record Date is 05.09.2016 b. Shareholders whose names will appear in the share Register/Depository Register on the Record Date will be eligible to attend the meeting and will qualify for dividend. cA member eligible to attend and vote at the 20th Annual General Meeting, may appoint a proxy to attend and vote on his/her behalf. Proxy form must be affixed with a revenue stamp of TK. 20/- and submited to Registered Office of the Company not Iter than 72 hours before the time fixed forholding the Annual General Meeting 4. The Registration Counter shall remain opened from 8.00 a.m to 10.30 a.m.as on date Honble shareholders ate requested to update the particulars of their BO ID with mailing address, contract number and 12 Digits Taxpayers [dentification Number (e- TIN} through Depository participants (DP) before the Record Date. If any shareholder Tals to update their e-TIN before the Record Date, Income Tax at source will be deducted from Dividend payable as per NBR Notification. Bank accounts of the individual sharcholdcrs shall also be updated as per statutory requirement. i rafts CrmaReTCTRCHA Fo Serie GT BTA TOR GI, AUTON ARBAB ame SECON fern RETA ae. ORF UPIEREITETPIfe/Rock-Ihc/se8 SRY 28 TATE, xodo TET carnitte rg afer res MOTE aT eee Berar eral gO OAT ae ATA A +0Products & Services BO ren ae Tat cares (aPrSaaint BSAOTE) ee at Sr oe wee Gta & Pre sane tar > fer fefe ar & fecaeo orn Sar > fexifie ema tar ¢ ess fafa ons ar > fre arene aT & surge Aon awe Ay oe comes A es far sm apr sat a fern at se spo ome AST > Ger are a7 oe apr um tat + eg spo RTE cE aT > meres Pre seme far +o fare repre ain/eeserng TST & creer Sat > ose Siem arr at + feta o> fear aras Stat + eam cracares MatBoard of Directors Chairman Nizam Uddin Ahmed Vice Chairman Hasina Nizam Directors Nasir Uddin Armed Riaz Uddin Ahmed Jannatul Fardous Karnaphuli insurance Company Ltd. (Nominated Diecior Md. Hafizulah) Nizam-Hasina Welfare Foundation (Nominated Director Md. Salimullah) Sharmin Nasir Dilruba Sharmin Professor Md. Mazharul Islam Umme Khadija Meghna Independent Directors Professor Md. Ansar Ali Khalede Khanam M.A. Majid FCA Chiof Executive Officer (CC) D.S. Taiful Islam Company Secretary Aziz Ahmed.Corporate Management & Committees Chiof Executive Officer (CC) Director-Markoting & Development DS. Taiful Islam Lt. Col. M. Shamsuddin Ahmed (Retd.} Deputy Managing Director Director- Admin & HR N.C. Rudra Professor Md. Mohiuddin Audit Committee Senior Executive Director & CFO Professor Md. Ansar All (idpersotOsece) Chairman Mallenmen Tap Kren Nasir Uddin Ahmed (recon Member Senior Executive Directors Hala Gsciin Aimed paseo " Md. Abdur Razzaque: Management Committee ‘Abu Bakar Siddik Sohel DS. Taiful slam President Md. Abul Bashar Lt. Col, M. Shamsuddin Ahmed (Retd) © Member Joint Executive Directors ua : Md. Faruq Ahmed Siddique a ea lle Mohammad Tarek, FCA Md. Abdur Razzaque 3 ‘Abu Bakar Siddik Sohel = Md. Abul Bashar ¢ Joint Executive Director & penal mies Md. Faruq Ahmed Siddique Saifuddin Ahmed . Senior General Managers Md. Shamsul Hoque = Md, Shamsul Hoque Mian Mohd. Mashiur Rahman . Mian Mohd. Mashiur Rahman Md. Nizam Uddin Md, Nizam Uddin 5.M. Shahadat Hossain Syed Enamul Hoque General Manager Md, Abu Sahed S.M. Shahadat Hossain Ma. Mohiuddin Chowdhury . ‘Agiz Ahmed. Member SecretaryShariah Council Professor Moulana Muhammad Salah Uddin Chairman Khatib, National Mesque Baitul Mukatram, Dhaka Justice Mohammad Abdur Rouf Member Former Chief Election Commissioner Moulana & Poet Ruhul Amin Khan " Joint Secretary, jamiatul Modarresin & Executive Eaiter, The Dally Inquilao, Draka, Moulana Mohammad Nuru! Huda Fayazi, Pir Saheb-Karimpur Chairman, Quran Education Board, Dhaka. Moulana Mohammed Saleh Former Principal, Madrasha-o-Alia, Khulna Dr. Moulana M.A Faruque Chairman, Islamic Studies Department, South East University Moulana Mohammed Ali Hossain Former Principal, islamia Alia Madrasha, Chalkbazar, Comila Mufti Muhammad Amimul Ehsan Muraqib Company Representative Nizam Uddin Ahmed Member Charman Professor Mohammad Mohiuddin * Director (Admin & HR.) Md. Nizam Uddin Member Secretary Sr. General Manager (IBT)Equity Performance Number of outstanding share Book value per share Market value per share as on 31-12-2015 Eamings per Share Dividend per share Price eaming ratio Net Assets Value per Share Dividend pay out ratio 30,405,364 Tk. 10 each Tk. 87.00 Tk 253 Tk. 2.50 22.53 Times Tk. 40.10 98.81Operational Highlights 2015 Permanent Staff members Casual & Temporary staff members Branches Gross Premium Net Premium Investment Income Other income Total Revenue Total Assets Net Assets Life Insurance Fun Gross Surplus for the year ‘Tax & Vat paid to the national exchequer Respectively: a) Tax ) Vat Number of Lie Policias (Issued during year under review) Number of claims paid during the year Deat Maturity 1394 807 244 Tk. 435.15 Tk. 434.38 Tk. 94.13 Tk. 3.56 Tk. $32.07 ‘Tk. 1817.94 Tk. 110.23, ‘Tk. 1377.30 Tk. 91.62 Tk. 12.35 Tk 1.12 160,759 1,669 90,465 Nos. Nos. Nos. Crore Crore Crore Crore Crore Crore Crore Crore Crore Crore Crore Nos. Nos. Nos.Business Highlights Comparative Statement of New Business & Business In-Force Ekok Bima 2014 New Business Number of Policies 60,372 Sum Assured (In Crore Taka) 638.14 4st Year Premium (In CroreTaka) 51.68 Business In-Force Number of Policies 2,76,334 Sum Assured (In CroreTaka) 1,662.34 Loko Bima New Business Number of Policies 121,891 Sumy Assured (In Crore Taka) 455.26 ist Year Premium (In Crore Taka) 36.63 Businoss In-Force Number of Policies $19,279 Sum Assured (In CroreTaka) 1,113.03 Islami Bima New Business Number of Policies 26,049 Sum Assured (In CroreTaka) 22289 ist Year Premium (In CroreTaka) "18.67 Business In-Force Number of Policies 97.946 Sum Assured (In CroreTaka) 871.39 Islami Khudra Bima New Business Number of Policies 34,044 Sum Assured (In Crore Teka) 134.74 jet Year Premium (InCroreTaka) 9.22 Business In-Force Number of Policies 122,420 Sum Assured (In Crore Taka) 254.52 Group New Business Number of Policies 26 Sum Assured (In CroreTaka) 75.55 Annual Premium (In CroreTeka) 1.34 No. of Lives Insured 8513 Business In-Force Number of Policies 27 Sum Assured (In CroreTaka) 181.09 No. of Lives Insured 15,004 Swanirvor Bima New Business Number of Policies 12,294 Sum Assured (In Crore Taka) 127.09 ist Year Premium (In Crore Taka) 10.73. Businoss In Force Number of Policies 18,038 Sum Assured (In Crore Taka) 163.15 2012 48.410 640.70 52.08 292,052 4 813.54 46.590 218.70 22.60 575.943 877.77 15,291 166.85, 14.07 98,824 555.12 13,944 63.93 6.85 113,191 178.15 3.92 0.21 402 29 481.72 16,975 7,955 113.75 8.88 2013 48,041 724,12 56.92 309,366 1,967.05 58,079 304.96 21.57 585.174 986.48, 14.064 198.09 16.82 106,377 598.84 14.648 96.70 6.90 121,669 228.46 10 3071 0.12 19091 29 190.8 17,081 10,250 361.77 24.19 24,301 444.78 2014 47,570 735.37 60.77 323,305 2,059.43 63,799 304.98 2751 562.118 1,017.33 19,816 279.2 24.18 18.174 728.21 21,154 203.84 15.18 123,947 300.45, 68.82 0.29 4,461 33 369.19 18,539 9,803 150.92 12.25 26,773 253.48 2015 45,148 855.19 50.49 331,705 3,029.22 67,460 415.66 32.70 520,130 4,774.42 16,754 196.12 17.79 119,639 1,047.16 11,450 95.41 929 112,674 408.29 1772 0.42 8,625 48 545.78 18,464 9,047 107.40 853 30,236 288.04Financial Highlights Bu: ess Performance Particulars 48tYear Premium Renewal Premium Group Premium Gross Premium Investment income Claims Management Expenses a) Commission b) Admn. Expenses Claims to Premium % Management Expenses to Premium % Assets Lite Fund Business Growth Particulars Premium income in % Assets in % Life Fund in % 2011 125.93 265.51 1.34 392.78 65.99 103.24 164,06 83.28 80.78 26.28% 41.76% 4,008.41 900.16 2011 16.24 20.48 20.99 2012-2013 104.48 128.40 294.97 29558 0.99 1.33 400.41 425.31 76.82 9673 125.38 160.65 161.88 © 174.12 73.02 84.10 88.84 90.04 31.31% © 37.77% 40.42% 40.93% 1,163.33 1348.83 1,047.14 1208.46 2012 ©2013 1.94 621 15.70 15.94 16.32 15.40 Taka In Crore 2014 139.86 300.74 255 443.15 97.57 21231 176.74 7976 98.98 47.91% 30.88% 1,470.30 1,340.67 2014 4.19 9.00 1094 2015 118.80 313.71 264 435.15 94.13 305.69 158.38 71.35 87.03 70.24% 36.39% 1817.04 1377.30 2015 (1.83) 3.24 273Achievement of Meghna Life Tk. in Crore 50a 435.15 400 300 200 100 0 2011 2012 2013 2014 2015 Premium Tk. in Crore 1500 1340.67 1377.30 1208.46 1200 1047.14 900 600 300 2011 2012 2013 2014 2015 Life FundTk. in Crore 305.69 2011 2012 2013 2014 2015 Claims Tk. in Crore 2000 1470.30 1517.94 1500 1348.83 1163.33 1005.41 1000 500 0 2011 2012 2013 2014 2015 AssetsTk. in Crore Il Cash & Bank Balances 08 Hil levestment 20.03—- Bi Fired Assets Hi loans i othes Asset Allocation Ee in Taka 18640 DSE Wolo ISTO DOTS DSE & CSE Share Value In Linesa Sofee Feone onesie sfapere aria Gfx areca, 9 (Ae) aloes (ersers) (B47, wre Bem, aT Bae) com cA, an, ses sree (3), “PROP (EMPAT a cas shoe abn, Bt ape ase (ater sem) a7. Pr. ae, oem ce ARETE, oF Pieris @ caren ACTA STF ae AUR OM MACBLER SEN ANS HAT HO AER TA AMA SUT SS TT I ET os ea eae Ra cA fatecone spew ae aeraowen arbre etter fefewrme bose-ae aon mment Sy bnn sfofus ae97 ema come em pam at me Rate cw ae btn fattonces aren aa ch mom sam ofehi fawn arBcme Bend Bur corer fetes soxecr am) mare? Sara enT ster afeter aeeT jecee amie owe frre fers fer sresat ae Raaen cmh Fe eter Ge wert Gafyw feremr nfeery APCS PAS MOTTO OE 1S 3) OE Se Tose HhE ate Paren commnita = wee ae ee) Ce ACETe exrorsta pares oor Frere sre Bis errs Somer Som enter) oe Te ied comms) £6.47, ber, te aren after (Gafrere acens) 05 F%, 75 Birr sfafess oRreoe (ras 06 coroner) oy 70H (crceny ae was Beem Sofie Ferra 1 Bs SN RE BHC care fete > HEGHNA LIFE INSURANCE CO. LTD,PIS 3) cares 38 Gt 2050 eee CTE pide 2acen comma eee rove sabe em) Se arene Bare ated ET aT a corre comma were era Ber fara oar Rory ware oT Boge fee corre Bo area pase (battore wceart) 97.5%, 7a, Pim afofeotes wtrae [ar6®, ce coremonmre) Tg Tor Jets (comrem) Cant Tee SOY & BH 2088 Ula crUaT areT 2 era voris Commer areas mre waren ae omcd comme ret 34 ran meer a4 wee tha HE ob-ob-to3% ETRY 42,20, 208/- oe walaa spre Same fer 5P: Faxtonnrae Smt gree ©.Profile of Directors (Condition 1.5 (2X) of Notification of BSEC dated August 7, 2012) Nizam Uddin Ahmed Chairman He comes from a renowned Musiim family. He obtained Master Decree in Journalism and LLB trom Dhaka University in 1971. He i the founder Chaitman of Nizam Hasina Welfare Foundation and als the Chaitman of Kamaphull insurance Co. Ltd., a leading non life Insurance Company in the country Mr. Nizam Uddin Ahmed through his visionary thinking, dedication and skill engaged himself in man Socio-Cultural activities and established many charitable ‘organizations in Bhola as well as in the capital. He is the Member Federation of Bangladesh Chamber of Commerce and Industry ani Iso Dhaka Chamber of Commerce and Industry. He travelled many countries viz. USA, UK. ‘anada, Saudi Arabia, Malaysia, Thailand, Japan, Singapore, Taiwan, Korea, Indonesia] fest, and India for the purpose of business. je is a simple living pleasant creative personality with strict discipline honesty, sincerity, integrity igh moral and ethics. Hasina Nizam Vice Chairman She comes from a respectable Musiim family of Barisal. She is 4 graduate in Political Science from Eden College. Dhaka. She i involved with various Social works and Welfare organizations. She i also the Director of Karnaphuli Insurance Co. Ltd. a leading General Insurance Company in the country and Vice-Chaitman of Nizam] Hasina Welfare Foundation. Nasir Uddin Ahmed Director Mr. Nasir Uddin Ahmed was born in Qctober, 1975 In a respectable Musiim family. He has obtained his BBA Degree from North Sout Universty in 1999, A visionary entrepreneur Mr. Nasir Uddin Ahmed i also the Vice-Chairman of Kamaphuli insurance Co. Ltd. & Directo Nizam Hasina Welfare Foundation. He is an Executive Member of Bangladesh Insurance Association (BIA). He attended variou! Training, seminars, & Conferences in Bangladesh as well as in the foreign countries like U.K., USA, Australia, E-U Countries, Hong Kong, Malaysia, Thailand, Japan, Indonesia, Taiwan, Singapore etc. ani hus enriched his knowledge what he optimized best at the fields he involved with.Profile of Directors (Condition 1.5 (XXil) of Notification of BSEC dated August 7, 2012) Riaz Uddin Ahmed Director Mr. Riaz Uddin Ahmed, a sponsor Director of Meghna Life Insuranc: Co. Ltd., comes from a well-educated and industrialist family. Hd oblained his BBA degree from Sunway College, a renowne educational Institute of Kualalampur. Malaysia with distinction, ‘A well experienced entrepreneur Mr. Riaz Uddin Ahmed believes i innovation and creativity, As such he also took part in Karnaphull Insurance Co. Ltd. a leading General Insurance Company of tt country as its sponsor Director. A very capable insurance personali Mr. Ahmed attended many Seminars, Symposium, Conferences an Summit in Bangladesh and abroad. His knowledge driven suggestio’ fand guidance in the capacity of a Director of both Kamaphuli Insurance Co. Ltd. and Meghna Li insurance Co. Ltd. rose to a reasonable height. JA valiant social worker Mr. Riaz Uddin Ahmed visited India, Thailand, Singapore, Malaysia, ustralia and Kingdom of Saudi Arabia. Kamaphuli Insurance Company Limited Director Karnaphull Insurance Company Limited was incorporated on 23rd November 1986 as a public, limitad company under the companies Act 1913, obtained the cettificate of Registration for carrying on general Insurance Businass from Controller of Capttal Issues on 23rd November, 1986 being sponsored by a group of renowned business personalities, reputed industrialists ‘and Journalist of the country. The Company started its commercial operation on 25th November, 1986 with 2 paid up capital of Tk. 30.00 million against Authorised Capital of Tx. 300.00 million. Presently Authorised Capital and paid up capital of the company have been raised upto Tk.600.00 Milion and Tk.387.86 Million respectivly. Karnaphuli insurance Company Limited is a first generation and top-tier nome insurance company. The Company has been maintaining strong capital base, ethical business standards, corporate culture and corporate governance, superior underwriting skills and dynamic Investment management since ks inception. Nominated Director Mr. Md. Hafizullah, CEO of Kataphull Insurance Compary Limited is an MA (First Class-First) from Rajshahi University. He was the Governor of Rotary Club International, Bangladesh. He is also associated with many socio-cultural activities Nizam-Hasina Welfare Foundation Director The Foundation was established in 2004. The Foundation undertook meny social welfare activiies viz. Eye Hospilal, Old Home, Orphanage, Stipends for poor students, Establishment of School and Colleges.Profile of Directors (Condition 1.5 (XI of Notifcation of BSEC dated August 7, 2012) Jannatul Fardous Director Mrs. Jannatul Fardous was bom in 1984 in a respectable musii family. Mrs. Jannatul Fardous married Mr Hasan Ahmed who is 4 renowned business elite in Dhaka city. She took part in many social activities including employment of poor people in her locality a involved in serving the distress people. She is a lady with mos| pleasant personality and also involved in various development social activities of the society for improvement of socio-economi condition of the Common people. Sharmin Nasir Director Mrs. Sharmin Nasir was born in a renowned Muslim family in 1983, She obtained the Bachelor Degree in Social Welfare from Govt. Gir! College, Barisal in 2004. With keen interest she invested in Meghna Life Insurance Co. Ltd. and Kamaphuli Insurance Co. Ltd. an became a member of Board of Directors of Meghna Life Insurance Co. Ltd. as well as the Director of Kamaphuli Insurance Co. Ltd. fro’ Group-B. She travelled many counties for business purpose. She is also involved with many Socio-Cuttural activities and Welfare Organizations Dilruba Sharmin Director Awell-educated entrepreneur Mrs. Dilruba Sharmin wes a meritoriou: student of Viqarunnessa Noon School and College. She is the daughter of a Banker and wite of an industrialist. Mrs. Diruba Sharmit takes keen interest in business, especially in Insurance business. A: such she invested in Karaphuli Insurance Company Limited and became a member of the Board of Directors of Karnaphull Insurance Company Limited. She was duly elected as a Director of Meghna Life Insurance Company Limited tram group-8. She traveled Singapore and Malaysia. She takes interest in serving the humanity.Profile of Directors (Condition 1.5 (Xx) of Nottication of BSEC dated August 7, 2012) Umme Khadija Meghna Director Umme Khadija Meghna was born in a family of Entrepreneurs. She i a young lady with amiable disposition. She is promising an ambitious. She has keen interest in business affairs and Is planning build up 2 career accordingly. She traveled many country. Prof. Md. Mazharul Islam Director Prof, Md. Mazharul Islam was born in 1965 in a respectable muslin family of Bhola. He is a highly qualified man and completed his MA i 4991 from Dhaka University. He is experienced in education line an working as Assistant Professor of 'llisha Islamia Model College! Bhola. He is a local elite personality and respected by all and involve. in social activities locally for promotion of life style of the poor/distresed people. He was the elected general secretary of distri Shilpokola Academy & at present treasurer of executive committee Bhola District Rover Scout. Profile of Independent Directors Professor Md. Ansar Ali Independent Director Professor Md. Ansar Ali was born in 1949 in a respectable musi family. He did his BA (Hons) and Masters in Economics in 1971 &| 1972 respectively trom Rajshahi University. He started his career as Lecturer in Economics in B. M. College, Barisal. Thereafter he server in different College viz., Rajshahi Colleges, Rajshahi Ci Government College, Govt. Edward College. He worked as Join Director DIA, Dhaka, Deputy Director (Vice Principal) BMTTI Gazipur, Specialist (Asst. Director, Admin) NAEM, Dhanmondi Dhaka. In NAEM he worked as Chief Coordinator, Educationa Administration and Management Training courses for Heads of ‘ducational institutions (College, School & Madrasha). A good number of publications ori ifferent topics are there in his credit. rofessor Md. Ansar Ali retired in 2006 as Joint Director, Directorate of Inspection and Audit inisty of Education, Government of Bangladesh. He is now the Chairman of Audit Committee, leghna Life Insurance Company Ltd. He is also one of the Independent Directors of the ‘ompany.Profile of Independent Directors (Condition 1.5 (XXII) of Notification of BSEC dated August 7, 2012) Khaleda Khanam Independent Director Mrs. Khaleda Khanam was born on September 11, 1955 in al ilustious Muslim family of Bhola. She obtained his BA decree fron BM. College, Batisal. Mrs. Khaleda Khanam married to M. Shamsuddi ‘Ahmed who worked in various capacities in Bengladesh Army retired as Lt. Colonel. She is a Trustee Member of Manik Miah Trust. Manik Miah Trust undertook many social activities viz, employment of undetprivilegediestitute rural women, female employment, old home| orphanage, and stipends for poor students, establishment of school: land colleges. She is a lady with pleasant personality and associated with various socio-cultural ctivities, IShe traveled many counties of the world viz, India, Nepal, Bhutan, Thailand, Singapore (Malaysia, UK, France, Germany and other EU Countries. M.A Majid FCA Independent Director Mr. M.A Majid FCA was born on 1st January 1940 in a respectabl mustim family in Pirojpur district. He did his graduation degree i Commerce in the year 1960 from Dhaka University. Subsequently i qualified himself as a ‘Chartered Accountant’ in the year 1969 an became a fellow member of the Institute of Chartered Accountant (FCA). He served as Chief Accountant of ‘British Insulted Callenders! Construction Co. Ltd. in 1989. Then he joined Muslim Insurance Co. Lid. in 1970 as Deputy Manager and was promoted in the rank ot Manager in 1872. After that ne Joined Jibon Bima Corporation in 1973, He served in various capacities of the corporation and lastly he served 2s Managing Director, Current Charge (CC) and served there upto 31.12.1996. In 1997 he joined Meghna Life Insurance Co, Lid. and served In high pasibone viz. Adviser Drector-AdmingFinance, Managing Director (Current Charge) and Adviser (Accounts & Finance) til his retirement.‘hairman's Message ar Shareholders, ssalamu Alaikum, take the priviege to convey my heartfelt fetctation to you allen benalf of he Board of Ditectrs and on my own ial for atending the 20th Annual Genaral Meoling of tho Meghna Life Incurance Comaary Limtad. | do now prosent befor the Annual Report on the overal performance of the Company logether with the Audited Accouns and Financial iatements for the yeor ended 31 December 2015 and Auditor's Report thereon, fou know the scétario of insurance industy al present prevailing. We are facing unhealthy compettions and th jecumstances ara quite adverse and urfavourable. Even amidst such add sitions Naghra Life is trying fo steer in igh recon. In our endeavour we gol guidance from respected members of the Board, support of tne patrons and the mos| irbution made by the maragemen’ {sam ac well as our fald force. We are confident that we shall be abe to ovareom i hurdles by vitue of our ard labour, dedication and sincerity We are committed to our honourable policyholders ant Shareholders in particular. We shall try to maintain the same vend of our effert to achieve our targetlad goal. | sincere! pe and expect tal our shareholders will keenly feel He really and extend their co-operaian to run our busine macthly in the days to come Jn order to exoard network of Meghna Life as well es to bring greaier number af people tinder insurance coverage th smpany sold policies under Ekok, Loko, Islami Bima (Takaful), Isiami Khuda Bima & Swanirvor Bima Division all ove e County. For the purpose of reducing manegemert hassle and minimising cost, the rumber of Divsions hes bee luced to 3(three) in place of 5 (five). The two Owisions viz, Islam Khudia Bima and Swanirvar Bima have bea ged ni Islami Bima (TakefU) and Ekok Bim Dvisions respectively. Al steps have been careiully taken lo provid viee to policyholders as usual who took polices of Istami Khudra Bima (Takaiul) and Swenirvor Sima. No other changé 0k place, however, Itis assured thal we elways keep sherp eyes io protect interest of policyholders which is considere i vime dutias and ablgations in conformity with the continuous success, the company declares yeerly palicy bonus. The bonus i paid at maturily o sath which is eadier. In 2015, premium income of the Company stands al Tk. 435.15 crore. Since moeption total mium income sicod ai Tk. 3628.40 crore. Life fund increased to Taka 1377.30 crore aa on 3ist December 2015; leghna Life so far paid Tk. 66.89 crore as death claims, Tk 54361 crore as Survival Benefit, Tk. 369.82 crore as, latuty claims and Th. 158.89 crare as Bonus to the pclicyholders, Presently more than ore lac marketing personne!’ nd nealy 201 offi in Admiistaton are engaged in Meghna Lte Insurance Ca, Lid. About 27 lac pools ard njoying Frarcia| protection by Insurance caverage. Pclicyhalders of Meghna Life ere enjaying highest benefits. Total sat of the Company stands at Tk 517.94 crore. About Tk. 1036.72 crore have been invested in Government Secu ind other approved Agencias/Sectars If this tre of the premium inccme is continued, Life Fund by end of 2016 may, stand at Tk. 1.500 erore (hypothetically) in our present competiive and dynamic environment it has become essential for organization to bulld and susti psnces dyramc and gow oenae Company shout rcogiee tangas an mara aspect. Tana 4 nous leaming process in human develepment. [DRA tack initiative lo impart Fairing to Development officers o Insurance sector in order to increase professional eficency. We appreciate the effort. We believe traning is @ process yough which a person enhances and develops his efficiency, capecity and effectiveness at work by mproving and sdaiing his knowledge and unserstanding the skils relevant to hs or her od, During the year 2015 a substantial numbed ‘emplayoee look professional training in various Training Academy, Cenires and Insttutes. Besides, our Publi lations Depariment publishes booklets, magazines, neusietters etc. on regular basis in order io educate oul ployees. Our prime purpose is to run the Company by people with sound rafessionel knowledge end skils so thai we yy become marketleader in dus course have the privilege to inform you that the Board of Directors in a meeting held on Aug 14, 2016 rocommended fo sdaration of total @ 25% dividend out of which stock dividend is @) 6% & cash dlvidena is @ 20% lo the Sharenolders) tho year 2016. | exorose my grattudo ta Minetry of Finance, DRA, BSEC, DSE, CSE, Bangiadach Bank for their Hae step He sess in Eade venison verre He Stele ture. By the grace of Almighty Alah we hope, in future, we will be in 2 poation to reach the goal of suscess under th ct supervision of the new Insurance Laws io keep pace with the ecanomic growth ofthe county. Fhank you all for your continuous support and ce-cperation, So Nizam Uddin Ahmed) halimanorate ax atecrrr Fate corsrecerereg™, SPPTETY SIRT, mean ae Sea core fafa os gor as mre mr Sofa e eM aT he feo A Rise cele Ione rife are afar e TEN | IA STATON ACY 030 ere OD (EOTKE TS sacra cotta fee wear Sern foie wea ai fore o ate Frew AE feos Dear wae cra ae i cov eo arate ge ecm arc Art Fg ee a ae Ope AG Sie ite Free Bore YR SALE ATOM BATTS CATE | A FHT ALE COP STATET Set ATT rfc ants sermon sertes meCHAME! = ab tH, Oe alee PUTITET am Bee aMedion| Mere efter @ ore RRR | roe, AAR © cra MTHS oT RE Ten AR OT SATE Seer wet |g cote armen aCe a carn Bat Prope ete IR Se 6 a AE aT cafargns, mio ear, com HG TO NT ANE AT TATE Mee BATS LAK | WEE aT ¢ waren Are FRaTS Care CHP Boar TET MATS LUT ON GMAT THT TTS SEL cris comer erce | 2030 MIEN Geeer se se.3@ coi ot fe ay acmTR. a ke aa Ree ATE 0,030.00 CHE Brg | 93 fOPEH Aobe-e MIE MIE S0n.00 CHD UPA GATE KATE | ATEROTE ETE ARM vee cafe Bex, fete arma afar am age. cnt Brn, cam aft wat aaa cae.va cat Bat ATH AT SO be COTS Bre Maree Sar SCAT) ASTIN CAT ATR Bae con, Fee ae ape Sy Sree (feraa afeet) aa: an 220) a STes/aaa qaPie ae Meiers Ber | aR 29 Te seh cre BIS eT cg cen | ER CN TEE ee IMT oe a TON AL oro ae core wo TE | CT or an ca ar fe RTT AO GO ATOM KLOET | CHITA me UTE ye3A.Ne Cathe ‘Sra | reat Pafes hater cae Sartre erce farrcaMt Set ACTE 3,00u.93 Cate Brat fafeee Te 4 eet BOT MHF LOM FPA CHT STOMA ATER WIS HIG GRITS S00 Cans Brera Bree | cre an em are afer aaron re oer can eects Bain Bom comin Pre-set eo ‘Dea mee ary re aes | weer a of mera easy sta me Ae ate Pvc ooh ae ‘fare siftearet SeHTe at ABE | 1 AIRS oo} FA Cars TARTAR CUT RaoTe, Pos wes font, SSAA RR TTS OTA TTA erat HEAT BE | MTHS ARN ATA RH ower, fafoe ereMTTS Gow feces re See BETS Se Tere ea ORL remem omen Fare CANTET, eet 9 coms ahbeet ore a TOR oT AMER aN ST aT RT MRT SHAE She HS TMT TANG AS af ay Se ATE OHS BAMTST OFT STE SAHMT $8, PONTE TTaee HTS TAHA MACHA FST Lose ALAS HAT ARTATT Re Eero Sey TAIT e% TOL SMI PAT LEME! A AT SE MST eM ae AM ETT 2O% ete ere ar eR | SPE cesarean eromons Sor gate Pre a wey Aer a ofc afte | aaoMeT STEP FARTS PTT TTT wae CCT tafe orate ace ere Petar Att TR @ Fatma MST SAMS WAM MAS AHA Sees oN SHAS BE Tae | sin ars ear 6 AMAL Ra a secure C doer ene Bee see) 33 Number Hobena‘hief Executive Officer's Report jegma Life Insurance Company Limited was established in 1996 and gradually it became one of tn largest insurance company in the life sector. The company has been operating its business activitio: icing by the guidelines of Insurance Development and Regulatory Authority (DRA), Bangladest urities and Exchange Commission (BSEC), Stock Exchanges. The Company has a wide network all kver the country. Tha administrative and development werk-force are engaged fer earring premium an agement of enlire activities so as to achieve the overall target of the Company. 12 Company could eam premium to the tune of Tk. 435.15 in 2015 as against Tk. 443.15 in 2014. 1@ business growth of the Company for the last decade has been significant compared to other palitors. Up to 2016 the company made a steady and satisfactory growh beth in eeming of premiu land income fram invastment which played a vital role to run the Campany comfortably Due to impositio Gf various types cf Instructions and guidelines of IDRA in 2015 with which work-force was not familiar, ot ond of business got a shock. AS a result we had to make tremendous effort for maintaining 0 tinuous growth in respect of business, operational cost, invesiment, profit and to administer and trai p Development people fo cooe with the hard and fast rulo of IDRA. In spite of all the odd situations, ve been able to overcome the hurdles and could show a satisfactory performance during 2015. | exten ‘thanks to our Development personnel for their dedicaton, hard work ‘or the achievement during 2015. Mention may be made that the Insurance sactor faced a new challenge in 2015 for implementation, pliance of IDRA guidelines and reguations though the «ules were framed fer betterment and emance of the insurance industry as 2 whole. We exprass our sincera thanks to IDRA for thei ‘ooperation for operating our activiies. It is wortwhile to state that Meghna Life Insurance Company i ‘een and very much particular to fulfil the reguletory requirements as well aa to abide by the instructions of teguiarity Authorities for the sake of goad governance. itis expected that the Company will obtain benefit ut of such compliances. nthe eld of investment as is required undar re, fe Company mainined is tradition without any dation. The management of the Company gives priority to full the statutory and regulatory requirements ithout fal for which we feel proud, ‘Since 2005 our Company's share are being traded in both the Stock Exchanges of the country. As lat 30 Decomber 2015, the market price of Company's share stood respectively at Tk. 57.00 in DSE| nd Tk 57.40 in CSE, is to be noted that the Company has planned to maintain Central Data Base in the Head Office for the} Isafety of the data of the policyhaiders. Apart fram this the Company established 8 Nos. Composite Servi enters in Divisional Cites and places of business importance in order to ensure proper and _prompl Service to the policyholders. Meghna Life Insurance Company baing a service organisation considers th luman Resources as an effective tool for its development The company pays due recognition to th employees for their contribution. Merit, seniority, menagerial efficiency and sense of responsibilty are| ven priority in promotion and to allow any benefit to employees. The Company also gives highest importance to training for the development of human resources. As part of human resources development Frograms, Meghna Life Insurance Company endeavored to develop the skill, knowledge, attitude an frofessional competence of its manpower by arranging various local training. During 2015, many offi ticipated in local taining programs on different subjects/coursas and 319 employees raceived inservi training. nally, Itake the privilege of extending my thanks to the valued paligyholders, patrons ard well-wishers f the trust, confidence and cantnuous Support to the company. | also extend my thanks to the IDRA, BSEC, DSE, CSE and Bankers fer their co-operation and support for smooth functioning of the Company. | als convey my regards and gratefulness to the Chaiman and Directors of the Beard who provided generou operation to me which helped me to run the day to day activities smoothly and effectively. I am al: leased to put my appreciation for the commitment and dedication of the management team and al Category of employees. (D. S. Taiful Islam) ef Executive Officer (CC)[Report of the Audit Committee [The Audit Committee of Meghna Life Insurance Company Limked comprises of our Directors minated by the Board of Directors and it operates according to the Terms of Reference approved by the Board and in compliance with the Bangladesh Securities and Exchange -ommission Notification No. SEC/CMRRGD/2006-158/Admin/02-08 dated 20th February 2006. [The Committee ensures that 2 sound financial reporting system is well managed, providi accurate, appropriate and timely information to the Board of Directors, management, regulator idles, shareholders and other interested parties. During the year under review, the Committee members met four times. The Audit Committee, meetings ware held to carry out the following tasks: D1. Review of audit report for the year 2015 as submitted by the external aucitors. 12. Review of annual financial statement for the year 2045. 3. Review of intemal audit reports of the Head Office as well as Zonal Offices ated: Dhaka, Aug 14, 2016 (Nasir Uddin Anmed) Director, Audit Committee Sthas TT TAF Bes Hh aS MEGHNA LIFE INSURANCE CO. LTD. Certification by The Chief Executive Officer and the Chief Financial Officer on financial reporting We have reviewed financial statements for the year ended 2015 and that to the best of our knowledge and belief: a) these statements do not contain any materially untrue statement or omit any material fact or contain statements that might be misleading: b) these statements together present a true and fair view of the company's affairs and are in compliance with existing accounting standards and applicable laws. ‘There are, to the best of knowledge and belief, no transactions entered into by the company during the year 2015 which are fraudulent, illegal or violation of the company's code of conduct. Goce ———- (Mohammed Tarek, FCA) (D.S. Taiful Islam) Chief Financial Officer Chief Executive Officer (CC) Head Offico : Biman Bhaban (2nd foo), 100, Motjhee! C/A, Dhaka. 1000. Bangladesh Phone: 9558207, 0558903, 9558204 Fax: 88-02-9578113 Web Site » ww. meghnalife;comz Khan Basak & Co. hartered Accountants Head Offic: RK. Tower (Level 10) 86, BirUttam C.R. Datta Reed (312 Sonargaon Road) Hatirpool, Dhaka-1205, To the sharsholder of Meghna Life Insurance Company Li ed Certificate on compliance of conditions of corporate governance of Meghna Life Insurance Company Limited for the year ended December 31, 2015 We have reviewed the relevant documents concerning the company's compliance with the corporate governance mattors. Basis of opinion We carried out our review in accordance with the guidelines issued by the Securities & Exchange Commission under Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated 07 August 2012. The compliances of conditions of the corporate governance and reporting of the status of compliance are the respenstbility of the company’s management. Period Covered (Our review for this certificate is confined to the aspects for the year ended December 31, 2015, Opinion In our opinion, based on our review of relevant documents and also information made available (ous by the management, the company's status on compliance with corporate governance requirements as shown in Annexure reflects actual position of the company's compliance with the condition of Corporate Governance Guidelines of SEC applicable for listed companias. Date: Dhaka, be September 06, 2016 SHIRAZ KHAN BASAK & CO. CHARTERED ACCOUNTANTS ‘An associate firm of D. N. Gupta & Associates,nnexure = Report on Corporate Governance Introduction Meghna Life Insurance Company Lid Is keen and committed to establish high Standard of sorporate governance. Corporate governance aims at ensuring participation, transparency, jaccountabilty and responsbility. The Board of Directors formulates objectives and strategic plans, joals and the management piays the role of executing. It those plans under the directives of fferent Regulatory Authoritios (Composition of Board [The Board is comprised of 14 (Fourteen) Directors out of which 07 (Seven) are from 'A' Group and \4 (Four) are from ‘B' Group (Shareholder). There are 3 (Three) Independent Directors. The Board f Directors is in full control of the company's affairs and is also accountable to the shatahoiders. [Audit committee is constituted with Directors of the Board. But the Chairman of the Board is not a) member of the Committee. The Board reviews strategic issues on a regular basis and exercses -ontrol over the performance of the Company. Responsibilities of the Board [The Board meets regularly depending upon the requirement for decision on specific issues. The) Board has a schedule of matters reserved for decision including major expediture, significant investment proposals and policy matters. In certain cases, specific responsibilities are delegated to) Committees within the defined Terms of Reference (TOR). Senior Management Personnel are! being invited to attend the Board meeting to present matters on the business under transaction by fhe Board. One third of the Directors must retire and seek re-eppointment in every Annual General IMeeting as per Articles of Association of the Company as well as Companies Act 1994. The, [Chairman of the Board is appointed from amongst the Directors, ‘Separate role of Chairman and Chief Executive Officer (CEO) lin the Company, the role of Chairman and the CEO is separate and independent from each other. [The CEO is responsible for the Executive management of the company's business activities. The) [Chairman has got no executive management function/responsibility. ne just runs the Board and formulate policy guidelines and directives which are beneficial for the company as well as to protect the interest of policy holders & shareholders. Audit Committee [The Audit Committee is constituted by the Board consisting of 3 (Three) members from The Board f Directors. One of the Independent Director is the Chairman of Audit Committee. Regular} Imeetings ate held as per requirement of the Regulatory Authorities. Different types of Audited and \Unaudited accounts are placed before the committee which in tun recommend those to the Board for approval. Audit Committee follows the various guidelines, procedures, policies and directives o Regularly Authonty to ensure better internal control. The Committee give directives to fallow in rder to improve overall performance. Relationship with shareholders [The Company reports to its shareholders twice a year through Half-yearly (unaudited) report and jetailed audited Annual Report. The Company also circulates Quarterly Accounts (unaudited) in 2) 'dely circulated national dailies for the information of the shareholders (as per the requirement of he regularity authority). Normally once a year the Company meets with the shareholder in the |AGM. Various price sensitive information are also circulated in the newspapers for the information| {the shareholder with @ view to establish a bridge between the company and the sharehoicers.joard Meeting Attendance: uring the year 6 (Six} Board Meetings were hald end attendance by each Directors are given below: Annexure SI.No,| Namo of Directors ‘Attendance 1._| Mr Nizam Uddin Ahmed 6 2._| Mrs. Hasina Nizam 6 3._| Mr. Nasir Uddin Anmed 6 4._| Mr Riaz UddinAhmed 6 5._| Mrs. Jannatul Fardous é 6._| Karnaphuil insurance Co. Lid, 6 7._| Nizam-Hasina Welfare Foundation 6 3._|_ Mis. Sharmin Nasir 6 9._|_ Mrs. Diruba Sharmin 6 70. | Umme Khadija Meghna 7 (Appointed 27-08-2015) 7_| Mr Ma, Mazharal islam 6 72._| Professor Ma. Ansar Al 5 7_| Ms. Khaleda Khanam 5 7a_| Me MA Majd FCA 5 i) Shareholding of Directors: re pattern of share holding as at December 31, 2015 ParenSubsidiary/Associated companies and other related Parties: NI Shareholding of Chief Executive Officer, Company Secretary, Chief Financia Oficer, Head of Intamal Audt and their spouses & minor children. Nil SI.No.| ‘Name Position No. of shares "® Group 7 Mr Nizam Uddin Ahmed Chaiman 754039 2._| Mrs. Hasina Nizam Vice Chairman 608,282 3_| Mr Nasir Uddin Anmad Direcior 1,251,338 Z_| Mr Riaz Uddin Ahmed Director 613,800 | Mrs. Janvatul Fardous Director 608,564 6._| Karnphull Insurance Company Limited Director 600,840 7._| Nizam-Hasina Welfare Foundaticn Director 004,85 "B Group @._| Mrs. Sharmin Nasir Director 160,110 @._| Mrs. Diruba Sharmin Director 79,020 10._|_Umme Khadija Meghna Director 46,000 11._| Professor Mazharul Islam Director 5,284 Independent Director 12,_] Professor Ma. Ansar All Director : 73_| Mis. Khaleda Khanam Director 737.280 44_| Me MA. Majid FCA Director 3830 ii) Shareholding of Executives Nil Iv) Shareholders holding 10% or more voting interest in the company Ni 38Status of Compliance of Corporate Governance Salus of commpiance with the conditions imposed by the Commission's Noicaion No, SECCRRCD!2006 18/194) Admini datad 07 August 2012 issued uncer sacton 2CC of the Bangeldesh Securities and Exchange Ordinance, 1969 (Report under Concition No. 7.00) TiVexUre = Condition No. Title Compliance Status Pin te amet coum) Remarks (ifany) Complied[ Nt Canad 14 Boats Som ‘The number of the board members of the company shall not be less than &(fiva) and mare than 20 (twanty) 11 Elever)| 12 Indopendont Directors (i) Atleasl one fh (1/5) of tre lotel number of directors inthe company's board shall ba indapendant directors. [3 (Three) (il) For the purpose of this clause "hdependent Director means a dliecior (@)Who either coes nat hdd any share in the company Or holds less than one percent (1%) shares of the toial paid-up shares of the company (©) who Is not a sponsor of the company and Is not connected with the company’s any sponsor or director oF shareholder who holds one percent (1%) or more shares of the total paid-up sharea of the company on the basis of family relationship. Hisher family members also should net held above mentioned shares in the company Provided that spouse, son, daughter, father, mother brother, sister, son-in-law and daughter-n-law shall be considered ac family members; (¢) Who does nai have any ather relationship, whelhar Pecuniary or omerwise. with the company or ts subsidiary/ associated companies: (@) Who isnot amember director or offcer ofany stock exchange {@) Viho ie not a sharoholder, director or oficor of any member of stock exchange or an intermediary of the Capital market AWN (f) Who is not a paitner or an exeaulive or was not a Partner or an executive during the preceding 3 (three) years of the ecnsemed company’s statutory audit firm; (@) Who shall not be an independent director in more than 3 (three) Isted companies: (h)Who has not besn convicted by a court of competent |uisdicton as a defaulter in payment of ary loan to a bank or a Non-Bank Finandal institution (NBFI) S () Who has not been convicted for 2 criminal offence involving moral turpitude. {ii) The Independent Director(s) shall be appointed by the board of directors and approved by the shareholders in the Anrual General Meeting (AGM), (iv) The post of Independent Director(s) can not remain vacant for mere than O0(ninoty) days. (v) The Board shall lay down a code of conduct of all Board members and annual compliance of the code to be recorded ala} aS 3¢-Condition No, Title ‘Compliance Status [Pati ie appre cohen Compiet [a Contes Remarks (ifany) (Vb The tenure of office of an Independent Director shall bo for 8 period of S(three) years, which may be extended for *(one) term only, v 1S Guaiticaion of Independent Direcor 1) () Independent Director shall be @ knowledgeable ingividual with integrity who Is able 1 ensure compliance with financial, regulatory and corporate lave and can ‘make meaningful contnuton to business, (i) The person should be @ Business Leader/Corporaie Leader/ BureaucraUniversity Teacher with Economics for Business Studies or Law backgroundiProtessionals like Chartered Accountants, Cost & Management ‘Accourtants, Chartered Secretaiies, The independent ‘lrector must have a least 12(twelve) yea's of corporate management /professional experiences. (li) In Spedal cases the above qualifcations may be ralaxed subject to pier approvel of the Commission Not applicable 14 Chairman of the Board and Chiat Executve Oficer The positions of the Chalmman of the Board and the Chief executive Officar of the companies shal be filed by different individuals The Chairman of the company shall be elecied from among the directors of the company. The Board of Directors shal dearly define respective roles and respensibiiies of the Chairman and the Chiof Executive Officor. 168 ‘The Directors Report 10 shareholders (industry culock and possible future developments in the industy. (i) Segmentwise or produstwise performanca, (i) Risks and concerns <\s ii A discussion on Gost of Goods sod, Gross Provit Margin and Not Profit Margin Not applicable (@)iscussion on contnuly of any Extra Ordhary gain orloss, 4 (Wi Basis for ealed par transactons-a siaienent of alrelated patty transactions should be dclase¢ inthe annual report (Vi) Ullizaton of procesds from public Issues, nahis iseues and/or through any others instruments ‘Siuaton dd novarise (Gil) Av explanation the financial results deleorate ater the company goes for Iniial Public Cffarirg (|B), Repaat Pubic Ofering (RPO). Rights Ofer, Cirect Listing, et ‘sation | notarbe (i) significant variance occurs between Guatery Financial Performance ard Annual Finandal Siaiemenis the management shallaxplain cbaut the varianca on their Annual Repor. Situation isnot eie| ‘(e) Remuneration f drecior: nding Indepondont director. (xi) The financial staiements prepared by the Management of the issuer company present ‘fairly tis state of affairs, the result of ils operations, cash flows ‘and changes in equityCondition No. The Compliance Status Pain he aco cs) ‘Conied | No Coniet Remarks (ifany) (i) Proper books of account of the issuer company have been maintained. v (Gill)_“Appropriate accountng policies have been consistently applied in preparation of the financial sialements and that the acrouting estimates are based ‘on reasoneble and prudent judgment. of (iv) International Accounting Standards, (IAS\/Bengladesh Accounting Standards (BASYiniemational Financial Reporting Standard (IFRS)/Bangladesh Financial Reporting Standards (BFRS), 2s applicable in Bangladesh, have been followed in preparaton of the finencial statements and any departure there-irom has been adequately disclosed. (Ge) The system of intemal control is sound in design and has been effectively implemented and monitore6. (ei) There are no significant doubis upon the issuer ‘companys abiliy to continue as a going concern. If the issuer company is nol considered to be a going concern, the fact along with reasons theraof should be disclos=d (Gail) Significant deviations from the last year’s operating Tesuts of the Issuer company shail be highlighted and the reasons thoreof should be explained (evil) Key operating and financial deta of at least preceding 6 (fiva) years shall be summarized. (Gis) If the issuer company has not declared dividend (cash ‘or stack) for the year, the reasons thereof shalbe given [Studion da notaviee () The number of Board masiings held during he year and allendance by each director shall be disclosed Sar eras funneene ‘i sae (ox) The patlemn of shareholding shal be reported 10 disclose the aggregate number of shares (along with name wise details whera stated below) held by (@)Parent/Subsidiary/Assoviated Companies and cther folatod parios (namo wiso dotalls) () Directors, Chief Execuiive Officer, Company Secretary, Chief Financial Officer, Head of Internal Audit ‘and ther spouses and minor children (name wise details) (©) Executives: (@) Shareholders holding ten percent (10%) or more voling interestin the company (lame wise details) areal rg idan (il) In case of tha appainimenite-eppoiniment of a Grector the company shall disdose the following information to the shareholders (@) a brief resume of the director ()) nalure of histher esperiise in spediic functional areas, aACondition No. Title Compliance Status (Pot nthe epgronnite couurn)| Conpied Net orld Remarks (it any) {G) names of comparies im whih the person also holds the directorship and the membership of commitecs of the board, v 2.00: Chiet AuditAnd Financial Officer (CFO), Head of internat Company Secretary (CS) : 24 Appointment 22 Requirement to atend the Board Meetings The company shall appoint a Chie! Financial Officer (CFO), 2 Head of Internal Audit (intemal Control and Compliance) and a Company Secretary (CS). The Board ‘of Directors. should cloarly define cospectiva roi, responsibilies and duties of he CFO, the Head of Iniomal Aucit and the CS. The CFO and the Company Secretary of the companies shall attend the meetings of the Board of Directors, provided that the CFO and/or the Company Secretary shall not attend such part of @ maeting of the Board of Directors which involves consideration of an agenda item relating to their personal mattats, 3. AUDIT COMMITTEE () The company shall have an Audit Commitee as @ sub-committee of tho Board of Directors. (i) The Audt Commitiee shall assisi the Board of Directors in ensuring that the financial stalemenis fellect true and fair view of the siate of affairs of the ‘company and in ensuring & good monitoring system ‘within the business. Gi) The Audit Commitee shall be responsible 1 the Board of Directrs. The duties of the Audit Committee shall be clearly set forth in wring. 27 Consiltulion of the Audit Commities {) Tho Audit Commitioo shall bo composed of at last 3 (three) members. (Gi) The Board of Directors shall appoint memibars of the Audit Committee whe shall be drectors of the company ‘and shall include at least 1 (one) independent cirector. Ti) Al members of the audit committee should be Financially Inerate” and at least 1 (one) member shall have ‘accounting or ‘elated financial management experience, (When the term of service of the Commitee members ‘exnires or here is any cicumstance causing any Committee member to be unable to hall office untl expiraticn of the term of service, thus making the number of the Commitee members to be lower than the prescribed number of 3 (three) persons, the Board of Direcors shall appoint the new Commitee member(s) to fill up the vacancy(ios) Immediately oF not ater than 1 (one) month from the date of vasancy(ias) in the Committee io ensura continuily of the performance of work of the Audit CommiteeCondition No, Title Comprance Status Pinte apaepiai co ‘Compe [Not onpies Remarks (ifany) [W The company secretary shal act s the secretary of the Committee, v [w) The quorum of the Audit Committee maeting shall not consiltute without al least 1 (one) independent director v 3.2 Chairman of the Audit Committee (i) The Board of Directors shall select 1 (one) member of the Audit Committee to be Chairman of the Audit Committee, who shal be an independent director. (i) Chaiman of the Audit Committee shall remein prosentin the Annual General Meating (AGM). < 3.3 Role of the Audit Commitias (Oversee the financial reporting process. {il) Monitor choice of accounting policies and principles {ii Monitor intornal Control Risk management process [iv) Oversee hiring and performance of external auditors TW) Review along with the management, he annual fancial statemants before submission to the board for approval A] SIS IAIN (w) Review along with the management, the querterly ‘and half yearly financial siatemenis before submission to the board for approval [ui Review the adequancy of internal avait function: [wii Review slalement of sgiificant related party transactions submitted by the management. (ix) Review Management LetiorsiLeiter of Internal Control weaknass Issued by statuary auditors, SSIS, SN yo When money is rased through Iniial Public Oferng |IPO)Repeat Pubic Offering (RPOVRights Issue the company’ shall disclose to the Aut Committee about the uses/applicetions of funds by major category (capkal expenditure, saies and marketing expenses, workirg capita fe) on 2 quarlery bass, as a pat of ther query declaration ‘of fnancial results. Futher, on an anrual basis, the company shal prepare a slelement of furds ulled for he purposes ‘other than those stated in the offer éocumentiprospectus, Situation did not 3.4 Reporting ‘af the Audit Commities gad Reporting to [i)The Audit Commitee ehall report on its activins to the Board of Directors. the Board of Directors [ihe Audit Commitee ehall immadiataly report to the Board of Direciors on the following findings. any (a) report on conflicts of interests,Condition No. Tile Complian Patnteaooh 2 Stats fle cok) Remarks] (ifany) Cconpie Nt Comptes (b) suspected or presumed fraud or irregulanty or ‘material defect in the intemal control system v (@) suspeced infringement of laws, including secuTities Felated laws, rules and regulations; v (@)_ any ether matter which shall ba disclosed to tha Board of Directors immediately. 342 Reporting to the Authorities Ifthe Audi Committee has repoted to the Board of Diecbrs about anything which has materal impact on the financial [condition and results of operation and has discussed with the Board of Direciore and the management that any recificaion Is necessary and if the Audit Commites fins that such fedtiication has been unreasonably ignored, the Audit |Committze shal report such finding to the Commission. upon reporting of such matiers to the Board of Directors for three times oF completion of aparod of 6 (six) months from the date cf fist reporting to the Board of Directors, whichever is earlier 318 Reporting to the Shareholders and Genoral Investors Report on aatvities carried out by the Audit Commitee, including any report made to the Board of Directors under condition 3.4.1 (i) above during the year, shall be signed by the Chairman of the Audit Committee and disclosed in the annual report of the issuer company. 4, EXTERNAL/STATUTORY AUDITORS The issuer company should not engage its exieral/statulory auditors to perform the following services of the company, namely (Appraisal or valuation services or fairness oprions. (i) Financial information systems design and implamentation (i) Bookkeeping of olher services related he accounting records or financial statements (il) Bookkeeping or other services related to the ‘accounting racerds or financial statomonts (iv) Broker-dealar services. (W)Actuatial services. (Wi) Riemal audit sewiess. ai <4 <6 IX (vi Ary other cerviea thal the Auait Cammitioe determines, (iil) No parbier or employees of the extemal audit fms Shall possese any share of the company they aucit at least during the tenure of their audit assignment of thal company. & 5 SUBSIDIARY COMPANY: () Provisions relaing to the composition of the Board of Directors of the holding company shall be made applicable to the composition of the Board of Diteciors of the subsidiary company. Not lapplicableCondition No. Tille ‘Complance Status (Putin te appeniae coun Compied_ [Rot Cont Remarks (ifany) (i) Al least 7 (one) independent director on the Board of Directors of the holding company shall be a director on the Boaid of Directors of the subsidiary company. To be Compted (ii) The minutes of the Board meeting of the subsidiary ‘company chall bo placed for review at the following Board meeling of the holding company. (iv) The minutes of the respective Board meeting of the holding company shall state thal they have reviewed the affairs of the subsidiary company also. (W) The Audit Committee of the holding company shall also review the financial statements, in particular the investments made by the subsidiary company. %. DUTIES OF CHIEF EXECUTIVE OFFICER (CEO) AND CHIEF FINANCIAL OFFICER (CFO) The CEO ana CFO shall cartfy to the Board that (i) They have reviewad financial statements for the year ‘and that tothe best of their knowledge and belie! (@) these statements do not contain any materially Untrue statement or omit any material fact or contain statements that might be misieading: (byhase statements together present @ Fue and fair view of the company’s affairs and are in compliance with existing accountng standards ané applicable laws. (i) There are, to the best of knowledge and belief, no transactions enlered into by the company during we year which are fraudulent, legal or violation of the ‘Company's code of conduct 7. REPORTING AND COMPLIANCE OF CORPORATE GOVERNANCE (i) The company shall obtain @ certficate from a Dracticng Professional Accountant/Secretary (Chartered ‘Accountant/Cost and Management AccountantiGhartered Sseratary) regarding campliancs of candilions of Comporate Governance Guidelines of the Commission ‘and shall send tha came to tha shareholders along wth the Annual Report on a yeay basis, (ii) The directors of the company shall siale, in accordance with the Annexure attached, in the directors’ report wheter the corroany has complied wih hese conditions,Director’s Report Bismilahir Rahman Rahim, Dear Shareholders, Assalamu Alaikum, (On bahlf of the Board of Directors and on my own behalf, | hava the privlage to waleome youll to the 20th Annual General Maeting of the Maghna Life Insurance Company Limited and present before you the Annual Report on the performance of the company together with the Auctited Acsounts and Finarcial Statements for the yearended 31st December, 2015 and the Auditors’ Report thereon, Its with mush pleasure to bring to the notice of the honourable Shareholders that inspite of coninued unstable economic condition prevaling in the country and stff competion among diferent insurers the year 2015 was anather successtul year of the company. This was possible because of the strength of our markeling forces, soundness of cur organisational stucture and our constant endeavour to review aur business strategies wherever necessary keeping in view of the quality of business, improved customer services and reduction of procuraiion coat in all spheres of business operation, Business performan During the year the Company has eamed gross premilam income to the tune of Tk. 435.15 crore as against Tk. 443.15 crorein the previous year. The quantum of premium earning is comprised of the following (2) Tk. 20062 crore of premium is eared from 231,705 Ekok Bima valued policies as against Tk. 208.56 crore in the previous year. Rate of decrease is 1.44%, (0) Tk. 10803 crore of premium is earned trom 20,130 Loko Bima (Miro) valied policies as against Tk 103.22 crorein the previous year. Rate of increase is 4.66%. (6) Tk. 71.06 crore of premium is earned from 119,630 Islami Bima (Takeful) valued policies as against Tk 75.70 crore in the previous year showing an decrease of 4.04%, (@) Te. 2591 ciore of premium is eamed from 112,674 Islami Khucra (Micro) Bima (Takaful) valued polices as against Tk. 34.92 crore in the previous year showing decrease of 25.80%. (¢) Tk. 2598 core of premium is earned from 30.236 Swarirvar Bima valued polices as against Th. 23.19 Corre in the previous year. Rate of ineraaso is 12.03%, (Tk. 264 crore of premium is eared from 48 Group Bima covering ives against Tk. 2.55 crore in the previous year. The rate of Increase is 3.53%.Director’s Report Tho broak up of promium income into its componants with corrasponding figure of 2016 is gvan bolow: Particulers 2015, 2014 Increaae (Decrease) (in crore Taka) {In crore Taka) h) First year premium: Ekok Ema Bode OTT AeRE Loko Bime-Misio 32.70 275 18.86 | ——p> Isami Bima (Taxatul 117g 24.15 26.33 Islami Khudra Bima (Takaful) Micro 929 16.18 ~38.80 Swanirver Bima Division 853 12.25, -30.36 71879 739.56 “15.06 Renewal premium: Eka Bima 160.78 12.79 1a Loko Bim 78.33 7571 050 Isami Bima (Takatul) 84.17 51.55 5.08, Isami Khudra Bima (Takafu) 1663 jor “1875 Swarirver Bima Division 17.45 10.95 59.36 HST 300.74 a30 Group insurance premium 204 2.55, 352 Total Gross premium 436.14 43.15 Reinsurance premium ‘076 037 Net premium aa 2 Inwestment Income 94.13 7.57 Other Income 3.56, 4.01 Totallncome 332.07 0.36 Life Fund 137730 7340.57 Management Expenses: __ ‘Commission 7156 776 OBA Other overhead 87.03 96.98 10.25 Total Tk. 7156.38 76.74 “10.38 Management Expenses as% of Gress premium 36.20% 30.88% 875 Life Fund Lite Fund of the Company has continued to grow sionificanily. The gross accretion of life fund in the year 2015 is Tk. 35.54 crore. Total Life Fund of the Company as st 3tet Desember, 2018 stood at Tk.1,377.30 ‘rores as aganst Tk. 1.340.67 crore in the preceding year. Grow rate of Life Funds 2.73%. ‘Actuatial Valuation: ‘The Board of Directors of the Company decided fo conduct Acuarial Valuation and accordingly the Actuarial Valuation of the assets & liablties of fhe company as on December 31. 2015 is cared out. The valuation ‘results have shown a gross surplus of Tk. $1.52 crore out of which Tk. 65.13 crore have been allocated for Borus to Policyholders. Investment Portfolio: Investment portfolio of the Company other than Fixed Deposits with Banks has decreased to Tk. 534.6 Crore from Tk. 542.03 Crore in the previous year, the percentage of decrease stands at 1.33% over the previous year. Fixed Deposit with Bariks has Fcreased lo Tk. 601.83 Crore from Tk. 470.58 Crore in 2014 showing an increase of 8.64%. Bosidos the balances on short Term Doposit Accounts with various Banks at the ond of the yoar stands at Tk. 97.17 Crore which Is under process for further Investment. During the year the company has eamed Tk. 94.13 Crore from Investment portfolio as against Tk, 96.39 Crore in the Previous year. Services to Policyholder: ‘The reputation and progress of the company laigely depand on prompt and efficient services rendered tothe DolicyhoUers. Keepng this in view we have turer strengthened our Servicing and IT Degartments for rendering quick services to Policyholders and marketing personnes. 48-500-16.93] Directors’ Report A large network of several hundred offices in the rural as well as Urban Centres throughout the Country render all necessary servises 1o the policyholders. During the year the management has decided to install comoutar in the outstation Zonal & Regional Offices gradualy and by now activities of mary Zonal Offices have already been computerised and dala are transferred thoroughly ON-LINE technology. “The settlement of claims is a very important aspect of services to the policyholders. Hence tha ‘company has laid great emphasis on expeditious sattlement of Meturty, survival as wal as death aims. Recently the Company has decentralised the claims settlamant operation through Zonal & Regional Offices for rendering prompl services to the policyholders. During the year the company has ‘coltlod claims for Tk. 305.69 Crore comparod te claims for Tk. 212.31 Crore in tho provious year. IT Infrastructure and its Use: Information Technclogy and Communication sysiom of MLICL is in advance staga. Thoro is full flodgod Information Technology Department at Head Office with 24 IT professionals under the guidance of Joint Exooulive Director (Sr. Sytem Analyst). The department ic mainly responcible to provido all necessary automation services for day to day operation as wall as to make all available information wiich are needed at each level of management for quick and timely dispensation of urgent and important issues. “The entire work has been suitably divided into five Divisions an the basis of product lines. Presently all Divisions are working independently with stand-alone arcengements fo computerize policy information of 8 20n9 for effective control and rranagement of the respective product lines. At present, total 237 offioas cf five divisions all over the Country nave been automated with computers. Morecver, all 237 offices are ‘equipped with Wiraloss VPN Iniornot sorvice to faciltato onlino data transfor and the plan is to provido this service to all other offices in near future. Eleven (11) Composite service oanties (CSC) in Dhaka, Comilla, Chandpur, Barisal, Chittagong, Sylhet, Jessore, Bogra, Tangeil, Rangpur. Myrensingh have been satuo with teaktime fibre optics network connection. Ali services of Head office have bean decentralized through these CSC. The Company has a contingency plan to face any breakdown situation at any place with the quickest possible time from the Head Office A good number of in house ‘cevelopment and on shelf software are in use. Data backup is Laken on dally basis on tapes and stored ‘at a sao place other than the Computer Centar. A soparata sarvor is used as data backup to faco any cisaster Mobile SMS Program: There Is a special opportunity through Mobile SMS for the policyholders arranged by MLIC for beter service. With this moscage any policyholder can get the information about any identified policy easily. Simlar SMS serice is abo arranged for l the fed oftces cf the company to receive their upto date business figure. Human Resources Management: Insurance industy is a place where services of experienced hand are absolutely necessery. MLICL is fully aware of this fact and from the beginning of its formation it tried to hire top and other executives from the insurance fies of the country with attradive compensation package. Apart from normal ‘compensation package, MLICL has introduced shadow employes benefits like Festival Bonus, Incentive Bonus. gratully, Contritucory Provident Fund, Eamed Leave, Sick Leave, Maternity Leave for Forale Employoos, Group Insurances, Housing lean, Motor Cyde Loan, Car Loan ete. In order to Increase working efficiency, at dfferent level of emplacement, MLICL organizes training for its employee on regular basis, MLICL organizes in house training from time to time for the file workers and others related with policy sales, underwriting, claim management, Re-insurance and practice of ‘Takeful system During the year 2015, a total of 3,556 offcials attended in the training on various Insurance related subjects. The staff strength of the company at the end of 2015 was 2201 In the same period and many. offidals at diferent level were promoted. Audit Committee of the Board: For ensuring transparency & aocountabilly In the operations of the Company to ensure that the ‘scivitios are conducted wthin the framework of principles and goles a¢ laid down by the Board, a3 well as the guidelines of the Bangladesh Securies and Exchange Commission's Notification No.SEC/OMRRCD/2008-158/ Admini02-08, dated the 20h February, 2006. The Audit Commitioe reviewed the financial statements of the company for the year ended 31.12.2015 audited by the a8Directors' Report Dividend: The Board of Directors has recommended for declaration of total @ 25% in form of Stock dividend @ 5% and cash dividend @ 20% for the year 2015 for all the shareholders. While recommending the Stock & Cash dividend the Board of Direclors has taken inlo consideration the results of Actuarial Valuation for the year ended 31, December 2015 and the life Fund as on that date. Directors: In accordance with Aricla 98 of the Articles of Association of the Company, 02 (two) directors shall retite from office at the 20th Anrual General Meeting. The retinng Directors are Mis. Kermaphul Insurance Co. Ltd. & NizamHacina Wolfare Foundation Being aligible they offer themselves for ro- election. Public Subscribers’ Director: In acrordance with the provision under Article 96 of the Articles of Assaciation of the company and as provided under Insurance Act Mrs. Dilnuba Sharnin, Director shall retire from the office by rotelion and being sligble offers harself for re-slecton, Ils retevant to mention here that public notification in regard to electon of Public Shareholder Director has been published in the two national daiies namely The Daly Itieiag and The Financial Express on 01-08-2016. Auditors: Pursuant to Section 210 of the Companies Act. 1994, the Company's siatutory auditors Mis. A Wahab & Co,, Chartered Accountants wil retre al the 19th Annual General Meeting, !tmay bo noted that Mle. A Wahab & Co. Chartered Accountants. Exprass their wellingness to continue as stalutory auaitors for 2018 of the company & Mls. A. Wahab & Co. Chartered Accountants applied for apointment as statutory auditors for year 2016, Business Plan for 2016: The company has sel up its business sifategy for boosting up of its Ordinary Life, Loko Bime and Islami Bima (Takaful) Division business and planned ‘or achieving @ premium target of Tk. 490 crore during the yeer, 2010. The management belleves thal this is achievable if the economic and political seenatio of the county remain steady and that thera occurs no natural calamity in the Country. Construction of Meghna Life Incurance own Commercial building: The Consttucton work of 17 storied commerdal building of the compeny at 11(B, 11/0, Toyenbee Circular Rd (3rd floor), Motifhoe! C/A, Dhaka-1000. is on progress. Wo expect that the construction work of the building wil be completed by 2016 and Head Ofice will be shited to new premises, ‘Acknowledgement (On bohal of the Board of Directors, | take this unique opportunity to thank all of cur honourable shareholcers, Directors, Members of Shariah council and Chief Execute Otfcer (CC) for melt Continued suppert and co-operation. | also express my sincere gratitude to our valued polieyholders, the office of the insurance Development and Regulatory Authority, Concerned Ministly, Registrar of Joint Stock Companies & Firms, Bangladesh Seourites and Exchange Commission, Office of Dhaka & Chittagong Stock Exchanges Ltd.. our Bankers and other esteemed Well wishers for their co-operation, support and confidence. We also put on record our deep appreciation of the efforts of the marketing personnel and devotion to duty ofall category of amployees of the Company. (On behalf of Board of Directors, Rize o) (Nizam Uddin Ahmed) gene agoRorraTeAA afecart ‘feoefirenfiea arenes arf, ‘Fae ConerRRSTaS, STAT STR, favre =m 6 inna ore cht srt cma athe Byrcan cornet fafitbred xows afte ature ERT SRT eT are artigo carte entree ae effecers aos Be ata scr feoreT rte fais fore on afte far 6 coRaTs frites aferem arene FHCe Bears Fae | eR CTRCRTSTERI RE TORE et GINA HCH fe OT TANT aA aes weet FaeTETTT te omge aa fafeg Tet afebrr nce stet eam afertiters sede 2o3¢ Taf Me CHPHEE SATE mer et | BT ee KeatCe Ata feo ate wTMfe, spree MME STR, STP OPT ae BAS ATE Cet Te Fer ER CaCA ereoafie CAR Rea 6 eT aTRATATR MTR ICT eT 350 faoRTaTE IH CRT THRE TEP at Terhey ACT | wor safes a aes corn card Ferra Se ereTE Bw@.2¢ COT Dre, a TE eae fer sBo.2@ cof Bret | sfefe Cote fortes ence Fase faye () ea ME wos, S0@ MATE AT AE AE THEE D09.cu CAT Brae GERM 200,49 CoE BET ferry fe He TH TH RR MEST 9.98 SM (9) creat eso, 300 Ter AT RTE AS ETAT $00.88 GME Brae BATH dav.oo CHE TAT ferry fetes ace | een en KOR MEOH B.E EPI (ot) end Shr (etereR) an a39.con ff ecw oe ) above) Ea Siero Gaun "347 600 "8.270 ‘esata roos 7500) 573.000 Neti Foss 3067 806 3003.59 Repitraton Renowal Fon setae sana 787 ‘Aavorioorent& Putty 12ro.t40 Sheree Fring & Stabrany t7¢98,025 derasan Foley Stamp Expenses ites 160 aet Fovenwe Samos. 3545-260 3543205 Fotage t laograre fesse? hon “elepene, Tex and Fax s0008,899 ‘8.08.07 feanet wees oso wearano Interest 8 Bank Charaes 1Se20.e80 es7'9 Sorsoprent Expenses sagan 25.460,907 Fopars and tnatenance 2ipadlaze easo1 08 Fret and Lubscants Snee 728 Sets Evhesrpton ar ation ‘670.100 Soan0 Fonte (or ofoos alering cand Secupiad by tho omnpary ‘400 ent Fonts fr chorotcos oosipe by te commpany seneor'ass sisareue Fates & Tacos 5500561 2.004 35 {Sal ae Professional Foes ‘003 ‘poaees Irairanen Expenses aaa 1a NGwepapor ane Poreate a8 eames ‘Gama Vishing Charges aa ooo Traving tapenses vanes See Eeerss ‘20,380 sions Gener Epes sane Asn Contibuton to Employee PF. 1760.97 s7e28.000 Eryloyoes Gey hance Prema este ae commen expenses: Swidend s36u4.759 69,103,108 Provision for income Tax 12201405 haaalsne Dopreciaton | 2 ataoras azasozra Elance Of Fund athe end ofthe your as shown the Balance Sneei _ 157731080058 19,406,681 605 “TOTAL TAKA 18727 952.412 argu. 220221 “The annexed Notas irom ‘to 32 form an inogral part f those financial statements, These Snancial statements were Dated, Dhaka, Godew = August 162016 CHIEF FINANCIALOFFICER CHIEF EXECUTIVE OFFICER(CC) 9. DIRECTOR i]AT TOT OTF BC] _ ee Company Limited ended December 31, 2015 Particulars: Notes 31-12-2015, 31-12-2014 CONE Bainoe of Fund at the Begining ofthe Year ofthe Year 13,406,581 695 12.084 589746 Pramn Lose-Raincranee 4 _auascasrs 4420,764,072 Fastyear premiun-(E5) Sones aT OT EES Freatynarprmiun- (1B) 125 968 574 275,003,600 Fstyear amium-t6) aTraeie31 ar sect Fst year pom (KB) 92,089:525 151,787,200 Fst year promi (83) 5,247 5 iazaraan0 Tier aasaae 7,308 625 818 Renewal Prmiun- (EB) "501 327-200 427,057,254 Renewal Premium: 3) 153 356578 77,140.38 Renewal Prema (8) 541,725019 sio,4e0z50 Ranewas Prem {H8} ‘es 24aant te7amne0o Renewas Prema (58) ‘79940308 1o9425,500 aay. o7a0 67 s30007 ‘Group insurance 2AUB202 5.SiA6t EEC aa4,502,216 Lets Reinsurance Prism TEER! Ta Tae Inorst, Rent & Ddend 2 sizr200 sma.9ideer Pref on Sale of Sharee “aane20 Pratt on Sale Redemgton of investnant 70000 2101 500 Miscotaneous Receipts, 602280 879.256 ‘teraton Assignment Lats Fos 21.369 008 Proton Sate of cars ‘2.868002 22071 Firat your premium, where the maimure Pomium paying period is: Single wo years Three years Four years Fw years sre228 Sixyoars 4.210008 Seven yoo 72.480 Fight years 354527 nine yours 420,720 “en yeors 7280008 eleven yrs “96721 “wale yor & bore 1.s00,590091 Total = a7 3.46 TOTAL TAKA = mam Subject to our Separate reportof oven date. _aporoved by the Board of Directors on 1 4.08,2016 and were signed on its behalf by: ACoh ol \ Rott, Nizous UR WARABECO. RECTOR GRRE CHARTERED ACCOUNTANTSMeghna Life Insurance Company Limited Cash Flow Statement For the year ended December 31, 2015. 34-12-2015 34-12-2014 PARTICULARS TAKA TAKA SRAM LENS Pom OF ERED ACTED: cin tein meen a Eelete a aoe inert ied ie meee ae Payment for Claims (2,853,094,357) (2.217,269,615) Sa Ee lintgpenribire Sinasrasaee home eReNSE connie ot ene) aseanee) Mes cla Heas ron oping scion) ee o:Gaa Giese EECA pense freien | eae ren fed eer a ae perpen Bests = aaa ‘Other Loans paid (Morigage Loan) (9,050,000) (10,500,000) ope amet eon ee ccna jee, | eee ree ese wie scares Net Cash Flows from investing activities (B) (164,745,693) (552,172,177) cA FAs ra ng RETN —_—_— eee marmot meee wee a faced ere heme Jase eee ems mo ee he oS eS. Se eae ae eee emeeney Suetaas. _famesere SE TT ee ee G = Seas Oda ci QA Ronee Nou aemuccecn Gaemmeqsmen orenon” —omacron ciSPunn Subject to our Separate report of even date. Dated, Dhaka AOD ee ee A Joh ol Ys - Rana Rear cHARt ERE RESDUNTANTA ooKWahab & Co] Piaevacanee Meghna Life Insurance Company Limited Statement of Changes in Shareholder's Equity For the year ended December 31, 2015 Particulars Share Capital | Share |General Retained | Other | Total Premium| Reserve | Earning |Reserve Balance as on 01 January2015 | 253,378040 | - . = | 283,378,040 [posueweser | woman | - | - | [smu lance as on 31 December 2015 | 904,053,640 : : - | 904059,640 Particulars Share Capital | Share |General Retained | Other | Total Premium| Reserve | Earning |Reserve Balance as on 01 January 2014 | 230,383680 | a s | 230,343,680 Bonus Share forthe Year 3.034.360 : - - - | 23.034360 | Balance as on December 2044 | 259,970,040 ¢ |= | 250370,040 ‘The annexed Notes 1 to 32 from an integral pert of these financial statements. These financial slatements were approved ay tho Board of Drectore on 14.08.2018 and wore signed on its bohall by: ( ABR ee ON Rat Ne Y CuermmmcALomGR GHFOEOMEOFEERIC) DIRECTOR «RECTOR © CHARMAN Subject to our Separate report of even date. Adobo he Dated: Dhaka, August 16, 2016 ‘A. WAHAB & CO. CHARTERED ACCOUNTANTS 6t2.00 ‘Wahab & Co] ‘Shattered Rezo Meghna Life Insurance Company Limited Notes to the For the ir ended December 31 2015 GENERAL INFORMATION THE COMPANY Meghna Life Insurance Company Limited is a Public Limited company which came into operation on May 05. 1996 with an Authorized Share Capital of Tk. 10 crore divided into 10 lac ordinary shares of Tk. 100 each. During the year 2011 this has been increased to Tk. 60 crore divided into 6 crore ordinary shares of Tk. 10 each as decided in the EGM held on August 04, 2011. The company has been listed with both the Dhaka and Chittagong Stock Exchanges since 04.09.2006. The company is engaged in life insurance business since its inception Components of the Financial Statemen ‘The financial siatemenis include the following components: i) Balance Sheet as at 3 1st December 2015. ii) Revenue Account For the year ended 31st December 2046. it) Statement of Changes in Sharehoider's Equity Iv) Cash Flows Statements for the period ended 31st December 2015 v) Statement of Life insurance Fund. vi) Classified Summary of the Assets (Form AA); and vil) Sicnificant accounting policies. explanatory notes and information. Significant Accounting Poli Basis of Preparation of Financial Statements and Statement of Compliance (BAS-1) ‘Thess financial statements have been prepared on the Historical Cost basis as agoing concem and therefore, do not take into consideration of the effect of inflation. The following underlying laws, rules, regulations and accounting pronouncements nave been considered in presenting the financial statements: i), The Insurance Act, 2010; il) The Insurance Rule, 1958; iii) The Companies Act, 1994; iv) The Securities and Exchange Rules, 198; v) The Income Tax Ordinance, 1984: vi) The Listing Regulations of Dhaka and Chittagong Stock Exchanges: vii) The Bangladesh Accounting Standards (BAS) 1. 2, 7, 8, 10, 12, 16, 18, 19, 24, 24, 27, 34, 37, 39 and BFRS-10 which have been adopted by the Institute of Chartered Accountants of Bangladesh (ICAB): viii) Any other applicable legislation. Basis of consolidation (BFRS-10): ‘The consol dated Financial statements have been prepared according to Bangladesh financial Reporting standard. isk and Uncertainties for use of estimates in preparation of Financial Statements: Preparation of Financial Statements in conformity with the Bangladesh Accounting Standards requires management to meke estimates and assumption that effect the reported amounts of assets and liabilites and disclosure of contingent assets and liabilities at the date of the Financial Statements and Revenues and Expenses during the period reported. Actual result could differ from those estimates. Estimates are used for accounting of certain items such as long-term contracts, depreciation and amortization, employees’ benefit plans, taxes, reserves and contingencies.iv) Responsibility for Preparation and Presentation of Financial Statements ‘The Management is responsible for the preparation and presentation of Financial Statements under Section 183 of Companies Act, 1994 and as per the provision of. Bangladesh Accounting Standard (BAS) "The Frame work for the preparation and presentation of Financial Statements” issued by the International Accounting Standards Board (IASB). v) Statement of Gash Flow (BAS-7): Cash Flow Statement is prepared in accordance wih IAS-7 (BAS-7) and Cash Flow from operating activities have been presented under diract method as outlined in the Securities and Exchange Rule, 1987. Cash in hand, Cash at bank, Fixed deposits & Collection in Hand have been ‘considered as the Cash and Cash equivalents for the preparation of the statement. which were held and available for use by the Company without any restriction and there was insignificant risk of changes in the value of these assets. vi) Fixed Assets and Depreciation Procedures (BAS-16): Fixed Assets have been stated in the accounts at Cost less Accumulated Depreciation. Depreciation on the assets has been charged on Written Down Value Method at the rates mentioned below. On addition during the year, depreciation is charged on the date of acquisition. Category of Assets Rate of De Furniture & Fixture: 10% Office & Electrical Equipment 15% 10 20%. Motor Vehicles 20% House Properties 2.5% to 8% vii) Investment, Dividend and Interest (BAS-39): %) Bangladesh Govt. Treasury Bond (BGTB), Statutory Deposit with Bangladesh Bank are stated in the acconts at their cost of acquisition. ii) In Compliance with BAS 39 Investment made in the Shares are accounted for at cost price. Any short fail in the market value of Share on the Balance Sheet date over cost price has been transferred to the fair value change account in accordance with IDRA Circular No Life 04/2012 dated 11 June, 2012 (Guideline for Preparation of Accounts and Financial Statements ; Valuation of Equity Shares in note 8.06.ii) Interest on Investment is calculated on accrual basis dividend income & entitlement to bonus share are recognized when right to receive such dividend and bonus share is established.” vill Stationery, Stamp and Printed materials (BAS-2) Stock of stationery, stamp and printed materials have been valued at cost and such valuation was certified by the management. bx) Claims: Provision for death claims on account of cases intimated within 31st December, 2015 has been made in accounts after adjusting re-insurance thereof. 63x) Taxation & VAT (BAS-12): a)CumentTax: i) Assessment of Income Tax for the assessment year 2011-2012 (Accounting year- 2010) has been completed. li) Assessment of Income Tax for the assessment year 2012-2013 (Accounting year 2011) has been completed. But the company has appeal to the Taxes appellate ‘Tribunal against assessment order passed by the DCT. ii) Assessment of Income Tax for the assessment year 2013 - 2014 (Accounting year 2012) has been completed. But the company has appeal to the Taxes appellate ‘Tribunal against assessment order passed by the DCT. iv) Assessment of Income Tex for the assessment year 2014 - 2016 (Accounting year 2013) has been completed. But the company has appeal to the Taxes appellate Tribunal against assessment order passed by the DCT. v) Assessment of Income Tax for the assessment year 2015-2016 (Accounting year 2014) has not yet been completed vi) Short provision for the assessment year- 2013-2014 (According year- 2012) has been adjusted during the year - 2015 amouinting to Tk. 2,89,28,075/- vii) Provision for Income Tax amounting to Tk. 94,573,090/- has been made for the accounting year 2015 (Assessment year 2016-2017) on the basis of net income ‘cerned from Life Insurance Business during immediate preceding income year, vii) Advance Income Tax emounting to Tk. 60,640,025)- has been deducted at source from interest on FDR, Jatio Biniog Bord, Treasury Bond, STO and Dividend income. ix) The company has paid advance Income Tax amounting to Tk. 25,000,000/- during the year under audit. b) Deferred Tax: As the profits and gains of the insurance business from all sources are to be computed in accordance with the provision in the fourth schedule of the Income Tax Ordinance, 1984 and not under diferent heads of income, the management feels it is not necessary to make estimate af deferred tax assatsliabilitias at this stage as par the provision of BAS-12. ¢) Value Added Tax (VAT! VAT is exempted on life insurance business according to section 4 of second schedule of VAT Act, 1991. VAT deducted at source for various services in accordance with relevant section of above VAT Act has been deducted and deposited to Bangladesh Bank through Treasury Chalan. x) Employees Benefit Plans (BAS-1 a) Provident Fund : The management of the Company has introduicad provident fund for Its regular employees duly recognized by Natonal Board of Revenue with effect from 1st July 2007. The Provident fund is administerd by the Board of Trustee and is, funded both by contributions from employees & the Company at a predetermined rate @ 10% of the basic pay. The amount is invested seperately from the company fund. b) Gratuity : The Company has an unfunded gratuity scheme for its permanent ‘employees with effect from 1st July, 2007 under which an employee is entitled to the benefit of one basic for every year at minimum 5 Years continious service. The calculation is made on the basis of last drawn basic salary. ¢) Group Insurance : The Company operates group insurance scheme for its regular employees that was introduced in the Year 2010. The benefits are paid to the ‘employees only on death.The surplus of revenue after adjusting the re-insurance premium and setting off the management expenses has been carried forward to Life Fund along with the surplus brought forward from previous year. Revenue Recognition (BAS-18): Premiums are recognized as income; once the related policies have been issued and the premiums received. Collectable amount of premiums due and outstanding up to the month of December 2015 for which grace period has not expired and previous installment have been paid, are also recognized. Operation: a) During the year 2015, through the operation of Divisional & Agency Offices the gross premium earned by the company amounted to Tk.4,351,465,948. After ceding for re- insurance premium the net premium from different divisions amounted to Tk.4,343,812,575. The details of gross premium from cifferent divisions were as Amount Ekok Bima Divison 2032,631,293 Loko Bima Division 1,080,305,152 Islami Bima Division 719,607.44 Islami Khudra Bima Division 259,133,928 ‘Swaninvar Bima Division 259,788,133, Total: 4,351,465,948 b) Managemient expenses inclusive of commission, salaries, ete. have been charged to Revenue Account for an aggregate amount of Tk. 1,583,885,806. The management expenses represents approximately 36.40% of gross premium and 36.46% of the net premium earned during the year, 2015. ©) Payment of Commission to Agent and Employer of Agents represent 27.15% and 17.90% respectively of the management expenses. These expenses represent respectively 9.88% and 6.51 % of gross premium for the year. d) Renewal of policies during the year represents the policies underwritten in the preceding years. xiv) Reporting Currency and Level of Precision (BAS ‘The figures in the financial statements represents Bangladesh currency (Taka), which have been rounded off o the nearest Taka, unless stated otherwise. xv) Comparative Information: Previous years figures have been rearranged, where necessary, to conform to current year’s presentation. xvi) Reporting Period (BAS-10): “Financial statements of the company cover one accounting year from 01 January torer rr cr (Chartered Accountants BALANCE SHEET 4.00 SHARE CAPITAL 31-12-2015 31-12-2014 Authorized Capital: 60,000,000 ordinary shares of Tk. 10 each 600,000,000 600,000,000 4.01 Issued, Subscribed and paid-up capital : 30,405, 64 Ordinary Shares of Tk, 10 each fully paid-up, 304,053,640 253,378,804 34-12-2015 94-42-2014 Opening Balance 253,378,040 230,343,680 Add. Bonus Share Issued During The Year 50,675,600 23,034,360, Total —304.053.540 253,378,040 31-12-2014 4.02 Category of Shareholders ‘Sponsor 18.43% 5,605,770 Gonoral Pubiic‘institutions 81.57% 24.799.598 Total: 100% 20,405,364. 4.03 Distribution Schedule of Paid-up capital: Tk 304,053,640 AAs per listing rules of the Stock Exchange @ distribution schedule of each dass of equity shares and the number of sharsholders and percentage as on December 31, 2015 is given below: Category of Number of Share Holding | Value of Shares Shareholdings Shares (%) Tk. Sponsor/Director 5.605.770 18.43% 56,057,700 institutions 10,821,548 35.59% 108,215,480 General Shareholders | __ 13,978,046 45.98%. 139,780,460 Total No. of Share 30,405,364 100.00 304,053,640 Interval ___No_af Share__No_of Shareholders Total Halding (‘%)- Below 500 796.308 5,088 500 to 5000 3.826017 2,450 5001 to 10000 1,468,083 203 10001 and above 24,314,958 246 30.405. 364 8.085 _109.99__ 5.00 Lifa Insurance fund Tk. 13.73,040,054 This consists of the accumulated balance of revenue surplus up to December Particulars ____34.49.2945 34.42.9044 Opening balance 13.406.681,695 12,084,589,745 Add: Increase in Life Revenue Account during the year 366,358,360. -1.322.091.949_ Closing balance =42,272,040.054 43,406.684,605 ‘The detailed break up is shown in (Annexure--1) The accretion to the Life Fund during the year is Tk.366,358,359 as against the accretion to the fund of Tk.1,422,091,849 during the preceding yeer. $8