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promoting governing excellence

Institute of Chartered Secretaries of Bangladesh (ICSB) 107 Kakrail, 1st Floor G.P.O. Box : 3100, Dhaka-1000, Bangladesh Phone Fax E-mail Web

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880 2 934 9578 & 933 6901 880 2 933 9957 secretary@icsb.edu.bd http://www.icsb.edu.bd

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Annual Report 2010

Institute of Chartered Secretaries of Bangladesh (ICSB) A

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ANNUAL REPORT 2010

Contents The Institute

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Mission

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Objectives, Roles & Functions

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Values

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Management

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Merits

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Unique Selling Propositions

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Photographs of the Council

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Notice of the 1st Annual General Meeting

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Report of the Council

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Report of the Auditors' (ICSMB)

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Report of the Auditors' (ICSB)

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Balance Sheet

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Statement of Income & Expenditure

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Statement of Cash Flows

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Notes to the Financial Statements

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Schedule of Fixed Assets

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Schedule of Short Term Investment

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Institute of Chartered Secretaries of Bangladesh (ICSB) A Statutory Body Under an Act of Parliament


ANNUAL REPORT 2010

Institute of Chartered Secretaries of Bangladesh (ICSB) Institute of Chartered Secretaries of Bangladesh (ICSB), established under an Act of Parliament i.e. Chartered Secretaries Act 2010, is the only recognized professional body in Bangladesh to develop, promote and regulate the profession of Chartered Secretary in Bangladesh. The affairs of the Institute of Chartered Secretaries of Bangladesh (ICSB) are managed by a Council consisting of thirteen elected members and five nominees of the Government. The major contribution of a Chartered Secretary is in the corporate sector. Chartered Secretary is a requisite qualification to become a Company Secretary. Company Secretary is an important professional, aiding the efficient management of the corporate sector. Company Secretary is a statutory officer under the Companies Act 1994. According to Securities and Exchange Commission (SEC) all the listed companies should have a Company Secretary. Company Secretary is the compliance officer of the company, who has to interact, coordinate, integrate and cooperate with various other functional heads in a company.

The Council : 2010-2013 Mohammad Sanaullah FCS : President Md. Shahid Farooqui FCS M. Naseemul Hye FCS Md. Monirul Alam FCS Mohammad Asad Ullah FCS Itrat Husain FCS N.G.Chakraborty FCS Md Abdus Salam FCS Safiar Rahman FCS Md. Selim Reza FCS Gopal Chandra Debnath FCS Md. Shawkat Ali Waresi Joint Secretary, GoB Moinul Islam Joint Secretary, GoB Nasreen Begum Joint Secretary, GoB Prof. Md. Helal Uddin Nizami Member, SEC Ahmedur Rahim Registrar, RJSC, GoB

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Senior Vice President

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Vice President

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Treasurer

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Councilor

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Councilor

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Councilor

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Institute of Chartered Secretaries of Bangladesh (ICSB) VISION To be the institutional leader in creation of skilled professionals for development of corporate management and good governance.

MISSION To remain the premier body of professional studies to cultivate the profession of Chartered Secretaryship so as to ensure sound corporate governance and build up capable management professionals by continuously working for proactive professional development.

OBJECTIVES, ROLES & FUNCTIONS • To develop, promote and regulate the profession of Company Secretaries in Bangladesh • To confer professional degree and distinction in Chartered Secretaryship • To impart requisite training and education and then to offer Membership of the Institute.

OBJECTIVES, ROLES & FUNCTIONS • Professionalism • Ethics • Judgement

• Integrity • Dynamism • Flexibility

MANAGEMENT Governed and managed by its Council consisting of fourteen elected and one ex-officio members.

MERITS Customized and flexible courses, qualified & experienced faculty members, adequate course materials and Library facilities.

UNIQUE SELLING PROPOSITIONS (USPs) • • • • •

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Qualified Chartered Secretaries Providing wide range of support services Enforcing strict ethical codes of conduct Promoting best practices in all spheres of corporate governance Suggesting improvements on all management and regulatory issues.

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The Council : 2010-2013

President Mohammad Sanaullah FCS

Senior Vice President Md. Shahid Farooqui FCS

Immediate Past President & Councilor Mohammad Asad Ullah FCS

Past President & Councilor Itrat Husain FCS

Councilor Safiar Rahman FCS

Councilor Md. Shawkat Ali Waresi Joint Secretary, GoB

Vice President M. Naseemul Hye

Treasurer Md. Monirul Alam

FCS

Councilor N.G. Chakraborty FCS

FCS

Councilor Md Abdus Salam FCS

Councilor Md. Selim Reza FCS

Councilor Gopal Chandra Debnath FCS

Councilor Moinul Islam

Councilor Nasreen Begum

Councilor Prof. Md. Helal Uddin Nizami

Joint Secretary, GoB

Joint Secretary, GoB

Member, SEC

Councilor Ahmedur Rahim Registrar, RJSC, GoB

Secretary of the Council

Dr. A. K. M. Delwar Hossain

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Institute of Chartered Secretaries of Bangladesh (ICSB) NOTICE OF THE 1ST ANNUAL GENERAL MEETING Notice is hereby given that the 1st Annual General Meeting of the Institute of Chartered Secretaries of Bangladesh (ICSB) will be held on Saturday, September 10, 2011 at 4:00 p.m. at the Hotel Purbani International Limited, 1, Dilkusha C/A, Dhaka-1000 to transact the following business: AGENDA 1. To receive, consider and adopt the Report of the Council for the year ended December 31, 2010; 2. To receive, consider and adopt the Audited Accounts of the Institute for the year ended December 31, 2010 together with the Report of the Auditors’ thereon; 3. To appoint a Chartered Accountants Firm as Auditors of the Institute for the year 2011 and fix their remuneration; 4. To approve the new LOGO of the Institute, as recommended by the Council; 5. To elect two new Council Members to the vacant positions pursuant to Sub-section (2) of Section (9) of the Chartered Secretaries Act 2010.

By order of the Council

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Dr. A. K. M. Delwar Hossain

107 Kakrail, Dhaka -1000

SECRETARY

August 13, 2011

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Report of the Council Dear Members,

It is indeed a great opportunity on the part of the Council of the Institute of Chartered Secretaries of Bangladesh (ICSB) to welcome you all to the 1st Annual General Meeting of the Institute and to place before you to the 1st Annual Report together with the Audited Accounts and the Auditors’ Report thereon for the year ended December 31, 2010.

It is indeed a landmark achievement for the Institute. As you are aware, the Institute was constituted in July 1997 under the Companies Act, 1994. For creating a legislative framework for effective functioning and control over the profession, the Institute submitted a draft law styled as Chartered Secretaries Act to the Ministry of Commerce in the year 1998. But during the periods of subsequent Governments no significant progress was made in this respect. Although the Chartered Secretaries Ordinance 2008 was passed, it did not fulfill the professional requirements.

It is unquestionably a great achievement for us that the Institute of Chartered Secretaries of Bangladesh (ICSB) has gained a new height after the enactment of the Chartered Secretaries Act, 2010. Now it is the only recognized statutory body to impart international standard professional degree to establish corporate governance in Bangladesh.

The present Government giving due importance sidelining all reservations and took the bold step to promulgate the Chartered Secretaries Act, 2010 through the National Parliament which was pending since 1998. Subsequently, the Institute was converted into a statutory body on June 16, 2010 under the Chartered Secretaries Act, 2010.

After promulgation of the Chartered Secretaries Act, 2010 the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB) was abolished. It has been reconstituted under the Chartered Secretaries Act, 2010 as the Institute of Chartered Secretaries of Bangladesh (ICSB) with effect from the date of the Notification published in the Bangladesh Gazette dated June 16, 2010. The Chartered Secretaries Act, 2010 has opened a new dimension in the corporate Bangladesh.

In order to meet the emerging challenges of globalization the country needs a high level of expertise and knowledge from the professional Chartered / Company Secretaries. Since its inception the Institute has been striving to produce Chartered Secretaries by offering international standard professional course on Corporate Management and Governance. The enactment of the Chartered Secretaries Act, 2010 is the beginning of a new era with new hopes and aspirations for the Institute as well as for the profession of Chartered Secretary to ensure governance, management and regulatory compliance in corporate sector of Bangladesh.

Assalamu Alaikum,

1.0 YEAR 2010 IN RETROSPECT 1.1 Enactment of Chatered Secretaries Act, 2010 The Chartered Secretaries Act, 2010 was unanimously passed in the National Parliament on June 7, 2010 and subsequently it was published in the Bangladesh Gazette on June 16, 2010. The Chartered Secretaries Act, 2010 aims to develop, promote and regulate the profession of Chartered Secretaries in Bangladesh. The enactment of the Chartered Secretaries Act, 2010 maybeconsideredasoneofthegreat accomplishments of the present democratic Government to ensure the good corporate governance in the country.

1.2 Meet the Press After the passage of the Chartered Secretaries Act, 2010 in the Jatiyo Sangsad of the Peoples' Republic of Bangladesh, the ICSB organized a Press Conference on June 12, 2010 at Dhaka Reporters' Unity at Shegun Bagicha, Dhaka. Mohammad Asad Ullah FCS, President of the Institute explained and briefed the representatives of different print and electronic media. Mohammad Sanullah FCS, past President and other Council Members of the Institute were also present at the Press Conference, which was attended by a large

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number of journalists. The journalists present floored different questions on Chartered Secretaries Act, 2010 anditsimpactonoursocietywhichwere spontaneously replied by Mohammad Asad Ullah FCS and Mohammad Sanaullah FCS.

Chakraboy FCS, Vice President of the Institute also spoke in the programme. In the Summer Session 2010, 159 students have been enrolled. In the open discussion session, some newly enrolled students tabled some questions on Chartered Secretary Profession and its scope and Mohammad Sanaullah FCS, Chairman, Education Committee replied to their questions. 1.4 Fourteenth Annual General Meeting

Press conference at Dhaka Reporters Unity 1.3 Orientation Programme for Summer Session-2010

The 14th Annual General Meeting (AGM) of ICSMB was held on Saturday, August 21, 2010 at BIAM Auditorium, New Eskaton, Dhaka. Mohammad Asad Ullah FCS, President of the Institute presided over the meeting. He presented the Council Report for 2009 while M. Naseemul Hye FCS, Treasurer placed the Auditors' Report and Audited Accounts of the Institute for the year ended December 31, 2009. Dr. A. K. M. Delwar Hossain, Secretary of the Institute conducted the AGM.

An orientation programme for the newly enrolled students of Summer Session 2010 (26th batch) of Chartered Secretary Course was held on July 22, 2010 at BIAM Auditorium, Dhaka.

14th AGM of ICSMB in progress

Mohammad Sanaullah FCS, addressing the new comers at inaugural session Mohammad Asad Ullah FCS, President of the Institute inaugurated the programme and in the inaugural speech he welcomed the newly enrolled students and appreciated their interest in this profession through their enrollment in the Chartered Secretary Course. Mohammad Sanuallah FCS, Chairman, Education Committee presided over the programme and a comprehensive presentation on Chartered Secretary as “A challenging and rewarding profession in the corporate world� was lucidly presented by him. Md. Shahid Farooqi FCS, Senior Vice President and N. G.

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The Office Bearers, Council Members and a large number of Members of lCSB attended the AGM. Members present, in their deliberations, appreciated the various steps that were undertaken by the Council for upholding the standards of ICSB as a professional institute of the Country in the field of corporate management and governance. 1.5 Election of the First Council of ICSB Immediately after the AGM, the election of the 1st Council of ICSB was held under the provisions of the newly enacted Chartered Secretaries Act, 2010. Earlier, an Election Commission comprising of Md. Rafiqul Islam FCS, Mohammad Mohashin FCS, and

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Abdus Salam Khan FCS was constituted to conduct the election. Md. Rafiqul Islam FCS was the Chairman of the Election Commission.

1.5.2 Final Result Sheet of the 1st Election of ICSB The following is the election result as announced by the Election Commission of the 1st Election of the Council of ICSB: i. Elected Members: Position

View of Members at the 14th AGM A large number of Members of ICSB participated, exercised their rights and elected 13 Members of the Council of ICSB for the term 2010-2013 out of 29 candidates who contested in the election.

1st 2nd 3rd 4th 5th 6th 7th 8th 9th 10th 11th 12th 13th

Membership Votes No. bagged A. K. A. Muqtadir FCS F 0003 : 152 Mohammad Sanaullah FCS F 0004 : 122 Md. Shahid Farooqui FCS F 0037 : 117 Mohammad Asad Ullah FCS F 0025 : 114 Md. Selim Reza FCS F 0067 : 113 M. Naseemul Hye FCS F 0056 : 105 ltrat Husain FCS F 0009 : 101 Nanda Gopal Chakraborty FCS F 0013 : 101 Md. Monirul Alam FCS F 0069 : 101 Md Abdus Salam FCS F 0017 : 94 Md. Akter Hossain Sannamat FCS F 0068 : 87 Safiar Rahman FCS F 0038 : 83 Gopal Chandra Debnath ACS A 0131 : 82 Name

ii. Non elected contesting Members: Position

1st Election of ICSB Members of Institute seen in queue for Casting vote 1.5.1 Summary of Election of the First Council of ICSB Number of Members

234 (Two Hundred Thirty Four)

Number of Voters

199 (One Hundred Ninety Nine)

Number of Cast Ballot

170 (One Hundred Seventy)

Number of Valid Ballot Papers

168 (One Hundred Sixty Eight)

Number of Rejected Ballot Papers

02 (Two)

Reason for Rejection Ballot Papers

Casting more than 13 votes

14th 15th 16th 17th 18th 19th 20th 21st 22nd 23rd 24th 25th 26th 27th 28th 29th

Membership Votes No. bagged Muzaffar Ahmed FCS F-0001 : 81 A. F. M. Asaduzzaman FCS F-0039 : 80 Shamsuddoha Abdur Rashid FCS F-0104 : 80 M. Nurul Alam FCS F-0095 : 73 M. Shafiqul Islam Khan FCS F-0016 : 64 Md. Mahbubur Rahman FCS F-0026 : 63 Mohammed Sabir Ahmed FCS F-0096 : 54 Mohammad Bul Hassan ACS A-0130 : 53 Mohammad Sayduzzaman ACS A-0126 : 49 Mohammad Monowar Hossain ACS A-0193 : 45 A. K. M. Mushfiqur Rahman FCS F-0097 : 41 Suraiya Parveen FCS F-0098 : 31 Md. Amirul Islam FCS F-0050 : 30 Jagadish Kumar Bhanja ACS A-0190 : 30 Md. Siddiqur Rahman ACS A-0175 : 26 Md. Nazrul Islam ACS A-0192 : 12 Name

1.6 Constitution of the new Council of ICSB Pursuant to the Section-6(1) of Chartered Secretaries Act, 2010 the Council of the Institute was formed accordingly with 13 elected Councilors and the representatives of different Ministries and SEC as

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their nominees for the term 2010-2013. The following were the nominees of different Ministries of GOB and SEC in the Council of ICSB: 1. Md. Shawkat Ali Waresi, Joint Secretary, Ministry of Commerce, GoB; 2. Moinul Islam, Joint Secretary, Ministry of Finance, GoB; 3. Nasreen Begum, Joint Secretary, Law, Justice & Parliamentary Affairs, GoB; 4. P r o f . M d . H e l a l U d d i n N i z a m i , M e m b e r , Securities of Exchange Commission (SEC); 5. Ahmedur Rahim, Registrar, Registrar of Joint Stock Companies and Firms, GoB. 1.7 Election of Office Bearers

Sl. No. Name of the Council Members Total Meetings Attendance 01 02 03 04 05 06 07 08 09 10 11 12 13 14

A. K. A. Muqtadir FCS Mohammad Sanaullah FCS Itrat Husain FCS Nanda Gopal Chakraborty FCS M. Shafiqul Islam Khan FCS Md Abdus Salam FCS Akhter Matin Chaudhury FCS Mohammad Asad Ullah FCS Md. Shahid Farooqui FCS Mansur Alam FCS M. Naseemul Hye FCS Md. Selim Reza FCS Md. Monirul Alam FCS Shamsuddoha Abdur Rashid FCS

07 07 07 07 07 07 07 07 07 07 07 07 07 07

05 07 03 07 05 06 04 07 05 00 07 07 06 07

The 1st meeting of the 1st Council of the Institute of Chartered Secretaries of Bangladesh was held on September 14, 2010. The Councilors unanimously elected the following new Office Bearers of the Institute for the term 2010- 2013:

During the period of September – December 2010 i.e. during the ICSB period as many as 3 (three) Council meetings were held. The records of attendance of Councilors at the meetings were as follows:

Mohammad Sanaullah FCS Md. Shahid Farooqui FCS M. Naseemul Hye FCS Md. Monirul Alam FCS

Sl. No.

President Senior Vice President Vice President Treasurer

1.8 Significant increase in admission of Students The enactment of the Chartered Secretaries Act -2010 has a significant impact on the admissions of the InstituteparticularlyinSummerSession (July-December 2010) wherein total 159 students were enrolled which was much higher than the earlier enrollments. 2.0 COUNCIL MEETINGS AND ATTENDANCE The Council of the Institute the Council spent busy days during the year 2010. Policies were decided at indoor meetings followed by frantic persuasions outside, mainly at the ministries and other government offices and bodies to accomplish the objectives of the Institute. During the ICSMB period of January – August 2010 as many as 7 (seven) Council meetings were held. The records of attendance of Councilors at the meetings were as follows:

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ICSMB period: January- August 2010

ICSB period: September to December 2010

01 02 03 04 05 06 07 08 09 10 11 12 13 14 15 16 17 18

Total Attendance Meetings A. K. A. Muqtadir FCS 03 01 Mohammad Sanaullah FCS 03 03 Itrat Husain FCS 03 03 Nanda Gopal Chakraborty FCS 03 02 Md Abdus Salam FCS 03 02 Mohammad Asad Ullah FCS 03 03 Md. Shahid Farooqui FCS 03 02 Safiar Rahman FCS 03 03 M. Naseemul Hye FCS 03 03 Md. Selim Reza FCS 03 03 Md. Akter Hossain Sannamat FCS 03 02 Md. Monirul Alam FCS 03 03 Gopal Chandra Debnath FCS 03 03 Shawkat Ali Waresi, JS, MOC, GOB 03 02 Moinul Islam, JS, MOF, GOB 03 00 Nasreen Begum, JS, L & PA Div., GOB 03 03 Mansur Alam, FCS, Member, SEC 03 00 Ahmedur Rahim, Registrar, RJSCF 03 02 Name of the Council Members

In this connection it is to be noted here that as per sub- Section (1) of Section 9 of the Chartered Secretaries Act, 2010 if any elected member of the Council remains absent in three consecutive meetings of the Council without any reasonable ground and prior sanctioning of leave of absence his membership shall be declared vacant.

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2.1 Outcomes of the Meetings From the tabular representation in Clause 2.1 above it appears that during the year 2010 the Council assembled on 10 occasions towards discharging of their duties and responsibilities. The outcomes of the Meetings were mainly related to: • •

• • • • • • • • • •

Follow up of the provisions of the Chartered Secretaries Act, 2010; Election of the Council and to elect the Office Bearers which include President, Senior Vice President, Vice President and appointment of Treasurer of the Institute; To organize and holding of National Convention of ICSB; To organize and holding of 3rd Convocation of Qualified Chartered Secretaries; Development of the courses and curriculum of the Chartered Secretaryship; Development of the courses of different training programmes of the Institute; Improving the Institute’s Journal; Conducting the semester examinations; Conferring of Associate and Fellow Memberships of the Institute; Improving the Library facilities for the students and the faculties; Taking initiatives for development of the profession and the Institute; Establishing contacts with fellow and other professional Institutes and corporate bodies of this country and abroad.

2.2 Performance Highlights The main task of the Council was to lead the Institute towards “Promoting Governing Excellence”. With that end in view, the Council relentlessly pursued throughout the year 2010 in its efforts to highlight the governance issues. The Council takes this opportunity to express its deep gratitude and appreciation to the distinguished Members of the Institute for electing them at the last election held on August 21, 2010. During the year under review the Council continued its efforts to achieve the goals of the Institute. It is true that after the enactment of the Chartered Secretaries Act 2010 visible success has still to be accomplished.

Amidst a wide range of limitation we achieved the followings: • Drafting of the Institute’s Regulations and Service Rules; • Building of awareness amongst the corporate sector about the establishment of the Institute and the profession; • Representation at national forums; • Upholding of quality professional education system in the Institute; • Enhancement of the enrolment of student; • Conducting of scheduled periodic examinations; • Regularly organizing the professional training programmes which is one of the major source of income of the Institute; • Strengthening Institute’s rapport and public relations; • Promotion of interactions among the Members through organizing events like Iftar Mehfils, Celebration of Enactment of the Chartered Secretaries Act, 2010, Annual Picnic - 2010 etc. • Inclusion in the list of Ministry of Commerce to get financial allocation from the National Budget of FY 2011-2012; • Consideration of our development projects by the Ministry of Commerce; • Taking steps to arrange for land for the Institute’s own Campus; • Submission of four development projects to include the ICSB in the Sixth Five Year Plan of the GOB. 3.0 MEMBERSHIPS The Institute admitted 34 Associate Members during the year under review, raising the total membership to 234 as on December 31, 2010, consisting of 101 Fellow and 133 Associate members. This is summarized below: Particulars Members as on 31.12.09 Admitted during the year Total as on 31.12.10

Associates 106 34 140

Fellows 94 7 101

Total 200 41 241

As all are aware, the Membership of the Institute is not automatic and the candidates concerned have to fulfill the prescribed requirements and fitness to the satisfaction of the Council. Many of the members are employed with public and private sector organizations, especially multinational and progressive listed companies. They are holding the flag of the Institute and playing a pioneering role to increase the image of the Institute.

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4.0 ELECTION OF TWO COUNCIL MEMBERS PURSUANT TO SECTION 9(2) OF THE CS ACT-2010 Pursuant to Section 9 (2) of the Chartered Secretaries Act, 2010 election would be required to elect 2 (two) Council Members of ICSB against vacant posts arising due to (a) absence of Md. Akter Hossain Sannamat FCS for three consecutive Meeting of the Council and (b) resignation of A. K. A Muqtadir FCS. Accordingly the Council in its 7th Meeting held on July 17, 2011 formed an Election Commission comprising the following members to conduct the election independently. 1. Md. Rafiqul Islam FCMA, FCS 2. Md. Mohashin FCS 3. Md. Abdus Salam Khan FCS

Chairman Member Member

(a) Absence of Md. Akter Hossain Sannamat FCS Md. Akter Hossain Sannamat FCS elected Council Member was present only on the First and Second Meetings of the Council held on September 14, 2010 and October10, 2010 respectively. His attendance status shown below: Council Meeting Present Absent Leave 1st Meeting of the Council Present held on September 14, 2010 2nd Meeting of the Council Present held on October 10, 2010 3rd Meeting of the Council Leave held on November 11, 2010 4th Meeting of the Council Absent held on February 15, 2011 5th Meeting of the Council Absent held on March 20, 2011 6th Meeting of the Council Absent held on June 20, 2011

As per the section 9(2) of the Chartered Secretaries Act, 2010 the Membership of Md. Akter Hossain Sannamat FCS in the Council stands vacant with effect from June 20, 2011. (b) Resignation of A.K.A. Muqtadir FCS from the Council A.K.A. Muqtadir FCS, elected Council Member of ICSB, has resigned from the Council by sending an

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e-mail. He also requested the Council to accept his resignation. As per Attendance Register A. K. A. Muqtadir FCS was present only at the 1st Meeting of the Council held on September 14, 2010 and always he was absent seeking leave through e-mail. The Council unanimously accepted the resignation of A.K.A. Muqtadir FCS and as such according to the Sub-Section (1) of Section (9) of the Chartered Secretaries Act 2010 the Membership of A.K.A. Muqtadir FCS in the Council became vacant with effect from July 17, 2011. 5.0 COACHING CLASSES At ICSB coaching classes are an important part of the educational programme. The coaching classes are conducted in the evenings at the Institute’s premises. The Faculties are from the Members of the Institute and also from different Universities and professional bodies having proven track records and experiences in the relevant disciplines.

A general view of Coaching Class 6.0 LIBRARY The library is the place of learning and gaining knowledge. Our library needs to be enriched with valuable books and different types of Journal and publications relating to corporate governance and secretarial practices. The books we have received so far from different sources were not always suitable for our courses though those books are very thought provoking. Hence the Institute has still to go a long way to procure and collect necessary books to meet the requirements of the students. Besides, accommodation is also a problem in this regard. At this moment we have a stock of 1636 nos. of books of different disciplines.

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7.0 TRAINING COURSES UNDER MANAGEMENT DEVELOPMENT PROGRAMMES

Sl. No. 1 2 3 4 5 6 7 8 9 10

Participants of Corporate Affairs Management Traning The Institute, as part of its Management Development Programme, has been conducting professional training programmes both for the students and also for the serving professionals in different corporate bodies of Bangladesh. The Institute has firm belief that training and development of the working professionals would augment the spirit of corporate management, which is the essential objective of the Institute. To achieve the objective the Institute has been arranging various training courses since its inception in 1997. This has significantly increased the image of the Institute in one hand and contributed to the revenue generation remarkably, on the other.

11 12 13 14 15 16

Name of Training Programme Internal Audit & Control Environment Compliance for Insurance Companies Standardization of Annual Report Board Management Inventory Management And Control Compliance for Insurance Companies (2nd batch) Management of Company Meetings Human Resources Management Corporate Affairs Management Business Finance for Non-financial Executives TAX Management Customs & Vat Management Internal Audit & Control Environment Business Finance for Non-financial Exec. (2nd batch) Management of Company Meetings Fundamentals of Company Secretarial Practice

Date/Period January 9-10 January 23-27 February 13-17 Feb. 23-March 2 March 27-31 April 18- 22 May 8 May 8-12 May 21- June 18 June 6-10 July 3-7 Sept. 25-29 October 2-6 October 30-31 Dec. 8 Dec. 26-30

Participants of Business Finance for Non Finance Executives Traning 8.0 THE JOURNAL

Participants of Human Resource Management Traning The Institute is very much aware of the training needs and gives consideration towards the training of the corporate professionals of the country. The following table shows the training courses arranged by the Institute during the Year 2010:

The quarterly Journal of the Institute 'The Chartered Secretary' is the mouthpiece of the ICSB and the main source of information about the Institute. The Journal is being published carefully and covers contemporary issues suitable for spreading knowledge to the Members of the Institute and corporate personalities. The publication of the Journal has positive impact to increase the image of the Institute. Our Journal is very popular in the business as well as corporate circle of the country.

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The Council acknowledges the contributions from the writers and various organizations for providing their articles and advertisements, with profound gratitude and heartfelt thanks without which it would have not been possible to publish the Journal on a regular basis. During the year 2010 two issues of the Journals were published namely Volume xii Issue I (January –March) and Volume xii Issue 2 (April –December).

11.0 NATIONAL CONVENTION - 2010

Muhammad Faruk Khan, MP, Hon’ble Minister for Commerce is addressing at the National Convention as Chief Guest

9.0 FINANCE AND ACCOUNTS During the year under consideration the accounts of the Institute has been splited into two parts i.e. representing January 1, 2010 to June 15, 2010 of ICSMB period and June 16, 2010 to December 31, 2010 of ICSB period. The yearly financial statement of the Institute has duly been audited by the Auditors, as approved by the Council and placed before you for your adoption. You are aware that the major sources of income of the Institute are the admission fees, examination fees from students, training proceeds and subscriptions from members. The total income of the year 2010 amounted to Tk.12,907,178 as against Tk. 6,934,986 earned during the preceding year. On the expenditure side, the current year's outlays amounted to Tk.9,573,902 as against Tk.7,191,190 during the previous year. 10.0 APPOINTMENT OF AUDITORS M/s ACANABIN, Chartered Accountants is the Statutory Auditors of the Institute whose tenure to expire in this general meeting and being eligible offered themselves for their reappointment for the year 2011. The Council recommends for their reappointment as Auditors of the Institute for the year 2011 at an audit fee of TK.30,000 plus VAT.

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The enactment of the Chartered Secretaries Act 2010 has paved the ways for growth and promotion of the profession of Chartered Secretaries in Bangladesh within a legal framework. As such, the Institute had organized the National Convention 2010 on the Theme of Chartered Secretaries Act: New Dimension in Professional Excellence on 6th and 7th August 2010 at Bangabandhu International Conference Center, Dhaka.

Muhammad Faruk Khan, MP, Hon’ble Minister for Commerce receiving crest from Mohammad Asad Ullah FCS, President ICSB

The National Convention - 2010 was graced by Muhammad Faruk Khan, MP, Hon’ble Minister of Commerce, Government of Bangladesh as the Chief Guest while Lutful Hai MP, Chairman, Parliamentary Standing Committee for Ministry of Commerce, National Parliament, Feroz Ahmed, Former Secretary, Ministry of Commerce, Mansur Alam, Member, Securities & Exchange Commission were the Special Guests. In the Convention 3 Technical Papers were presented. In the 1st Technical Session a Technical Paper on Chartered Secretaries Act: A New Dimension in Corporate Management was presented by

Institute of Chartered Secretaries of Bangladesh (ICSB) A Statutory Body Under an Act of Parliament


ANNUAL REPORT 2010

Mohammad Sanaullah FCS, Past President & Council Member, ICSB and the Discussants were (i) Mohammad Asad Ullah FCS, President, ICSB and (ii) Sarwar Azam Khan FCS, past Council Member, ICSB. In the 2nd Technical Session a Technical Paper on Chartered Secretaries in Practice was presented by A. K. A. Muqtadir FCS, Past President & Council Member, ICSB and the Discussants were (i) Shahid Farooqui FCS, Sr. Vice President, ICSB and (ii) Md. Abdus Salam FCS, Council Member, ICSB. In the 3rd Technical Session a Technical Paper on The Act vis a vis the Profession was presented by N. G. Chakraborty FCS, past Vice President & Council Member, ICSB and the Discussants were (i) Sadhan Chandra Das FCS, Principal, S.C. Das & Co., Chartered Accountants and (ii) Itrat Husain FCS, past President & Council Member, ICSB.

over long 12 years starting from 1998. During the long toils and turmoil a number of selfless sentinels offered their services leading to the achievement of the Act. The members of the Institute of Chartered Secretaries of Bangladesh (ICSB) gratefully acknowledge the contributions of all the well-wishers, supporters, friends and colleagues in achieving the Chartered Secretaries Act-2010.

Mohammad Faruk Khan, MP

Barrister Shafique Ahmed

Advocate Lutful Hai, MP

12.0 CONVOCATION

Barrister Moudud Ahmed, MP

Dr. A. B. Mirza Md. Azizul Islam

Dr. Hossain Zillur Rahman

Md. Ghulam Hussain

Suhel Ahmed Choudhury

Feroz Ahmed

3rd Convocation 2010 in progress

The Institute earlier arranged 2 Convocations in 2001 and 2007. The 3rd Convocation was held on August 7, 2010 at Bangabandhu International Conference Center, Dhaka. The Convocation Ceremony was graced by Barrister Shafique Ahmed, Minister of Law, Justice & Parliamentary Affairs, GOB, and Feroz Ahmed, Former Secretary, Ministry of Commerce was the Special Guest while Mohammad Sanaullah FCS, Past President, ICSB & Chairman, Education Committee was the Convocation Speaker, Mohammad Asad Ullah FCS, President ICSB, was the Chairperson on the occasion. M. Naseemul Hye FCS, Treasurer delivered the Vote of Thanks on the occasion. 13.0 AWARDING OF HONORARY FELLOWSHIPS The enactment of the Chartered Secretaries Act, 2010 was the culmination of relentless efforts stretching

The contributions of some of the personalities were so momentous that without their active support and co-operation the enactment of the Act would not have been possible and it would not have been a success story for us. The Institute and the profession are enormously indebted to them. The Institute of Chartered Secretaries of Bangladesh recognized some of the vanguards whose contributions towards the enactment would stretch over all times to come. In recognition, the Institute conferred and awarded its Honorary Fellowships of ICSB to the following nine dignitaries: i. M u h a m m a d F a r u k K h a n , M P , H o n o u r a b l e Commerce Minister, Government of the People's Republic of Bangladesh; ii. Barrister Shafique Ahmed, Honourable Minister,

Institute of Chartered Secretaries of Bangladesh (ICSB) A Statutory Body Under an Act of Parliament

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ANNUAL REPORT 2010

Ministry of Law, Justice and Parliamentary Affairs, Government of the People's Republic of Bangladesh; iii. Advocate Lutful Hai, MP, Chairman, Standing Committee on Ministry of Commerce, National Parliament; iv. B a r r i s t e r M o u d u d A h m e d , M P , F o r m e r Honourable Minister, Ministry of Law, Justice and Parliamentary Affairs, Government of the People's Republic of Bangladesh; v. D r . A . B . M i r z a M d . A z i z u l I s l a m , F o r m e r Honourable Adviser, Ministry of Finance, Planning, Post & Telecommunications, Care Taker Government of the People's Republic of Bangladesh; vi. D r . H o s s a i n Z i l l u r R a h m a n , Former Adviser, Ministry of Commerce, Care Taker Government of Bangladesh; vii. M d . G h u l a m H u s s a i n, Secretary, Ministry of Commerce, Government of the People's Republic of Bangladesh; viii. Suhel Ahmed Choudhury, Former Secretary, Ministry of Commerce, Government of the People's Republic of Bangladesh; and ix. F e r o z A h m e d , Former Secretary, Ministry of Commerce, Government of the People's Republic of Bangladesh. Mohammad Sanaullah FCS, Chairman, Education Committee, ICSB introduced the Honorary Fellow Members in the National Convention - 2010 and Mohammad Asad Ullah FCS, President of the Institute of Chartered Secretaries of Bangladesh (ICSB) handed over the Gold Medals and Honorary Fellow Membership Certificates to the awardees present during the Convention days.

Muhammad Faruk Khan MP, Hon’ble Minister for Commerce, GoB awarding the Professional Excellence Award to Mohammad Asad Ullah FCS, President, ICSB

The Council and the benign members of the Institute in recognizing and appreciating the contributions of Mohammad Asad Ullah FCS, the then President, ICSMB for his perseverance, sincerity, dedication and relentless efforts in bringing the Act to light decided to confer him a Gold Medal on the 1st day of National Convention - 2010 on August 6, 2010. The Award was handed over to Mohammad Asad Ullah FCS, by Muhammad Faruk Khan, MP, Hon’ble Commerce Minister, Government of the People's Republic of Bangladesh and Chief Guest of the National Convention - 2010. 15.0 CELEBRATION OF THE ENACTMENT

14.0 CONFERRING OF PROFESSIONAL EXCELLENCE AWARD The Institute of Chartered Secretaries of Bangladesh recognized contributions of the vanguards towards the enactment of the Chartered Secretaries Act - 2010. The members of the Institute of Chartered Secretaries of Bangladesh gratefully acknowledge their contributions in achieving the Act. Of them, contributions of some of the personalities were so great and without their active support and cooperation the promulgation of the Act would not have been possible at all.

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Celebration of the Enactment of the Chartered Secretaries Act inaugarated by M. S. Alam Mia FCS

The Enactment of the Chartered Secretaries Act 2010 was the most significant achievement for the Institute as well as Chartered Secretary profession in Bangladesh. In this respect Dhaka Regional Chapter organized a grand celebration at Spectra Convention Center, Gulshan, Dhaka on June 12, 2010. There was

Institute of Chartered Secretaries of Bangladesh (ICSB) A Statutory Body Under an Act of Parliament


ANNUAL REPORT 2010

a lot of enthusiasm among the participants. The Celebration programme started with the recitation of the Holy Quran by S. A. Rashid FCS. Mohammad Asad Ullah FCS, President welcomed the members and expressed his deep gratitude to the Almighty Allah. M.S. Alam Mia FCS, Fellow and Founder Member graced the programme as Special Guest. Mohammad Sanaullah FCS, past President, Md. Shahid Farooqui FCS, Senior Vice President, N.G. Chakraborty, Vice President and M. Naseemul Hye FCS, Treasurer, Md. Monirul Alam, Chairman, Dhaka Regional Chapter spoke on the occasion. M.S. Alam Mia FCS, presented a special crest to Mohammad Asad Ullah FCS, President for his outstanding contribution towards the enactment of the Chartered Secretaries Act. Mohammad Asad Ullah FCS presented crests to other Council Members for their contributions. In an open discussion session a good number of members participated and expressed their observations, views and emotion choked reactions over enactment of the Chartered Secretaries Act 2010. 16.0 ANNUAL PICNIC 2010 Every year the Institute organizes annual picnic as a special day for all Members and employees of the Institute. The Annual Picnic -2010 was held on Friday, January 08, 2010 at the National Park, Gazipur which was participated by a large number of Members and employees of the Institute along with their families and friends.

air and atmosphere. Magnificent prizes were awarded to the winners of sports and games sponsored by different corporate bodies, organizations, Members and well wishers. 17.0 CHALLENGES AHEAD Since its inception the Institute has been functioning amidst multifarious challenges from different corners. But by the grace of Almighty Allah, we could triumph over all obstacles every time. Now, after the enactment of Chartered Secretaries Act 2010, more challenge is ahead of the Institute as well as the Members of the Institute. The Institute will have to face these challenges with visionary leadership for steering the wheels of the Institute so that the noble profession can earn more repute and respect in the corporate arena of Bangladesh. However, the unfinished works in the offing Council are as follows: • • • • • • • • • •

The Special Guest expressing his feeling in the Picnic 2010

The day long programme included different types of games for the members, their spouses and children followed by colorful cultural events in a picturesque spot located in the greenery of Sal Forest amidst fresh

• •

for the

Construction of own campus of the Institute with integrated facilities; Getting full financial support from the Government like other Institutes of the Government; Establishing the Institute as one of the best place for imparting professional education; Promoting the corporate management standard through arranging different training programmes Establishment of the Service Rules for the employees of the Institute in line with the newly enacted Chartered Secretaries Act, 2010; Inclusion of ICSB as one of the professional bodies in the upcoming amended Companies Act, 1994; Inclusion of the Institute as a member of the newly formed International Company Secretaries’ Association; Promote interactions with fellow Institutes in the global perspective; Continuously upgrading of the standard of Chartered Secretaries through CPD Programmes; Formulating education and examination policies of the Institute; Reviewing and formulating code of ethics for members in line with the Chartered Secretaries Act 2010; Strengthening the human resources of the Institute; Explore the possibility and opportunity for opening a branch of the Institute at Chittagong.

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20.0 MOURNING NOTE ON OBITUARY OF THE HONORARY FELLOW MEMBER LUTFUL HAI, MP

18.0 LAUNCHING OF OFFICIAL WEBSITE OF ICSB

Launching Ceremony of Official Website of ICSB Launched by Muhammad Faruk Khan MP, Hon’ble Minister for Commerce, GoB

As you are aware the world is becoming more global day by day. As such, with full network support for access to global information the ICSB website www.icsb.edu.bd became operational during the last part of the year 2010. The website was formally launched by the Honorable Minister for Commerce, Muhammad Faruk Khan, MP on February 03, 2011. The occasion will remain as one of the most thrilling and unforgettable events in the history of ICSB. 19.0 LOGO OF THE INSTITUTE The Council received many observations on the existing logo of the Institute from various quarters including the concerned ministry. In view of this the Council has decided to change the present Logo of the Institute. Based on the suggestions as received from our members the Council of ICSB has recommended the following three new designed logos for approval of any one of these logos for the Institute:

Option # 1

Option # 2

With deep sense of grief and profound shock we express our deep condolence at the sad demise of Advocate Lutful Hai Sachchu, MP, Law maker and a veteran freedom fighter and Honorary Fellow Member of our Institute who passed away on Monday November 22, 2010 (Inna-lillahi-Wa-Inna-IllaihiRajeoon). He was a great patron and well-wisher of the Institute of Chartered Secretaries of Bangladesh (ICSB). We will always remember him for his significant contributions and active support for the enactment of the Chartered Secretaries Act, 2010. On behalf of all the members and students of the Institute of Chartered Secretaries of Bangladesh (ICSB), we express our heartfelt condolences to the bereaved family and pray to the Almighty Allah for eternal peace of the departed soul in heavenly abode. Let us all pray for the salvation of the departed soul. 21.0 ACKNOWLEDGEMENTS The Council recognizes with profound gratitude the support and cooperation it received from various quarters, to carry out its activities smoothly and effectively during the year 2010. The Council also acknowledges the sincere and dedicated services that it had received from the Office Bearers of the Institute who had helped in discharging the duties smoothly, efficiently and effectively. Our special thanks also go the employees who had served day and night during the period under review without whose sincere efforts the goals of the Institute would have not been accomplished up-to this. Mohammad Sanaullah FCS PRESIDENT

Option # 3

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Dated: Dhaka August 13, 2011

Institute of Chartered Secretaries of Bangladesh (ICSB) A Statutory Body Under an Act of Parliament


ICSB

ANNUAL REPORT 2010

A C N A B I N Corporate Office : BDBL Bhaban (13th floor) 12 Kawran Bazar Commercial Area Dhaka-1215, Bangladesh Branch Office : House # 734, Road # 26, CDA R/A, Chi agong

Telephone Facsimile Email Web

: : : :

880-2-8144347-52 880-2-8144353-54 <acnbin@bangla.net> www.acnabin-bd.com

Independent Auditor's Report To the Members of the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB) We have audited the accompanying financial statements of the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB), which comprise of the Balance Sheet as at 15 June, 2010 and the Statement of Income and Expenditure and Statement of Cash Flows for the period from 1 January, 2010 to 15 June, 2010 and a summary of significant Notes to the Financial Statements and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with Bangladesh Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement. An Audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the Financial Statements present fairly, in all material respects, the financial position of the Institute of Chartered Secretaries and Managers of Bangladesh (ICSMB) as at 15 June, 2010, and its financial performance and its cash flows for the period then ended in accordance with Bangladesh Financial Reporting Standards. Dated : Dhaka 28 October, 2010

Institute of Chartered Secretaries of Bangladesh (ICSB) A Statutory Body Under an Act of Parliament

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ICSB

ANNUAL REPORT 2010

A C N A B I N Corporate Office : BDBL Bhaban (13th floor) 12 Kawran Bazar Commercial Area Dhaka-1215, Bangladesh Branch Office : House # 734, Road # 26, CDA R/A, Chi agong

Telephone Facsimile Email Web

: : : :

880-2-8144347-52 880-2-8144353-54 <acnbin@bangla.net> www.acnabin-bd.com

Independent Auditor's Report

The Members of the Institute of Chartered Secretaries of Bangladesh (ICSB) 107, Kakrail (1st Floor), Dhaka-1000 Bangladesh Report on Financial Statements We have audited the accompanying Financial Statements of the Institute of Chartered Secretaries of Bangladesh (ICSB), which comprise the Balance Sheet as at 31 December 2010 and the Statement of Income and Expenditure and Statement of Cash Flows for the period from 16 June 2010 to 31 December 2010 and a summary of significant Notes to the Financial Statements and other explanatory information. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these Financial Statements in accordance with Bangladesh Financial Reporting Standards, and for such internal control as management determines is necessary to enable the preparation of Financial Statements that are free from material misstatement, whether due to fraud or error. Auditor’s Responsibility Our responsibility is to express an opinion on these Financial Statements based on our audit. We conducted our audit in accordance with Bangladesh Standards on Auditing. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the Financial Statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the Financial Statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the Financial Statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the Financial Statements referred to above give a true and fair view of the financial position of the Institute of Chartered Secretaries of Bangladesh (ICSB) as at 31 December 2010, and of its financial performance and its cash flows for the period from 16 June 2010 to 31 December 2010 in accordance with Bangladesh Financial Reporting Standards and comply with the applicable laws and regulations. Dated : Dhaka 16 May, 2011

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Institute of Chartered Secretaries of Bangladesh (ICSB) A Statutory Body Under an Act of Parliament


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