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					                                       ADVICE FOR GENERAL PUBLIC
  THE INVESTORS ARE STRONGLY ADVISED IN THEIR OWN INTEREST TO CAREFULLY READ THE CONTENTS OF THIS
  PROSPECTUS, ESPECIALLY THE RISK FACTORS GIVEN AT SECTION 5.14, BEFORE MAKING ANY INVESTMENT DECISION.

  SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN ONE APPLICATIONS BY SAME PERSON) IS
  PROHIBITED AND SUCH APPLICATIONS’ MONEY IS LIABLE TO CONFISCATION UNDER SECTION 18A OF THE
  SECURITIES AND EXCHANGE ORDINANCE, 1969.

               ADVICE FOR INSTITUTIONAL INVESTORS AND HIGH NETWORTH INDIVIDUAL INVESTORS
  A SINGLE INVESTOR CANNOT SUBMIT MORE THAN ONE BIDDING APPLICATION EXCEPT IN THE CASE OF REVISION OF BID.
  IF AN INVESTOR SUBMITS MORE THAN ONE BIDDING APPLICATION THEN ALL SUCH APPLICATIONS SHALL BE SUBJECT TO
  REJECTION.




                         TPL DIRECT INSURANCE LIMITED

                             PRELIMINARY PROSPECTUS
   For Issue of 15 million Ordinary Shares (32.6% of the enhanced Paid Up Capital) of
                              Face Value of PkR 10.00 each

 Book Building Portion of the Issue comprises of 10.0 million Ordinary Shares (66.7% of
                     the Issue) at a floor price of PkR 10 per share

 General Public Portion of the Issue comprises of 5.0 million Ordinary Shares (33.3% of
  the Issue) at or below the Strike Price determined through the Book Building Process

           BIDDING PERIOD DATES: From JUNE 21ST, 2011 TO JUNE 22ND, 2011
                 (BOTH DAYS INCLUSIVE) FROM 9:00 A.M. TO 5:00 P.M.

       DATE OF PUBLIC SUBSCRIPTION: From DD/MM, 2011 to DD/MM, 2011
                 (BOTH DAYS INCLUSIVE) DURING BANKING HOURS

              LEAD MANAGER, ARRANGER & BOOK RUNNER



                                  AKD Securities Limited
Book Building Portion Underwritten by:                    General Public Portion Underwritten by:

                                         (To be filled in within 10 working days of closing of
                                         Bidding Period i.e. before submission of application to
                                         the Exchange for allocation of dates for publication of the
                                         final Prospectus and subscription of shares by the general
   AKD      Securities Limited           public as required under clause 6 of Appendix-4 of the
                                         listing regulations of Karachi Stock Exchange (G)
                                         Limited)
                  Date of Publication of this Prospectus: DD/MM, 2011
Prospectus

                        GLOSSARY OF TECHNICAL TERMS

 AKDS                          AKD Securities Limited
 AICL                          Adamjee Insurance Company Limited
                               Bancassurance is the selling of insurance and banking
 Bancassurance                 products through the same channel, most commonly
                               through bank branches
 CDA                           Central Depositories Act, 1997

 CDC/CDCPL                     The Central Depository Company of Pakistan Limited

 CDS                           Central Depository System

 CNIC                          Computerized National Identity Card

 Commission/SECP               Securities and Exchange Commission of Pakistan

 Company/TDI                   TPL Direct Insurance Limited

 CVT                           Capital Value Tax

 EFUG                          EFU General Insurance Limited

 GOP                           Government of Pakistan

 HNWI                          High Net Worth Individual

 IGIIL                         IGI Insurance Limited

 ITO                           Income Tax Ordinance, 2001

 IPO                           Initial Public Offering

 Issue                         Initial Public Offering of shares by the Company

 Issuer                        TPL Direct Insurance Limited or the Company

 KIBOR                         Karachi Inter Bank Offer Rate

 KSE/Stock Exchange/Exchange   Karachi Stock Exchange (Guarantee) Limited

 LM & BR                       Lead Manager & Book Runner

 NJICL                         New Jubilee Insurance Company Limited

 Ordinance                     The Companies Ordinance, 1984

 PkR                           Pakistan Rupee(s)

 WHT                           Withholding Tax




                                        2
Prospectus

                                     DEFINITIONS

 Application Money               In case of bidding for shares out of the book building
                                 portion, the total amount of money payable by a
                                 successful bidder which is equivalent to the product of the
                                 strike price and the number of shares to be allotted.

                                                            AND

                                 In case of application for subscription of shares out of the
                                 general public portion, the amount of money paid along
                                 with application for subscription of shares which is
                                 equivalent to the product of the issue price and the number
                                 of shares applied for.

                                 An indication to make an offer during the bidding period
 Bid                             by a bidder to subscribe to the Ordinary Shares of TPL
                                 Direct Insurance Limited at or above the floor price,
                                 including all the revisions thereto.

 Bidder                          Any eligible prospective investor who makes a bid
                                 pursuant to the terms of the Preliminary Prospectus and
                                 the Bidding Form.

 Bid Amount                      The total amount of the bid which is equivalent to the
                                 product of the bid price and the number of shares bid for.

 Bid Collection Centre           Pre-determined locations where applications for bidding
                                 of shares are collected by the Book Runner on behalf of
                                 the Company including the offices of Corporate
                                 Brokerage Houses, Schedule Banks, Development
                                 Financial Institutions and Investment Finance Companies,
                                 subject to appointment of these institution as agents by the
                                 Book Runner through an agreement in writing for the
                                 purpose, with the consent of the Issuer.

 Bidding Form                    The form prepared by the Issuer on the format mentioned
                                 in the Listing Regulations of the Exchange for the purpose
                                 of making bids which will be considered as the application
                                 for subscription of Ordinary Shares out of the book
                                 building portion.

 Bidding Period                  The period during which bids for shares of the Company
                                 shall be made by Institutional Investors and HNWI
                                 Investors. The Bidding Period commences on June 21st,
                                 2011 and ends on June 22nd, 2011 (daily from 9:00 a.m. to
                                 5:00 p.m.).

 Bidding Process Ending Date     The date after which BR will not accept any bids for the
                                 book building portion of the issue.


 Bidding Process Starting Date   The date on which BR shall start accepting bids for the
                                 book building portion of the issue.

                                            3
Prospectus


 Book Building                A mechanism of price determination through which
                              indication of interest for subscription of shares issued by
                              the Company is collected from Institutional Investors and
                              HNWIs. Through this process a book is built which gives
                              an idea of demand for the shares at different price levels.
                              The strike price is determined based on the price at which
                              demand for shares at the end of book building period is
                              sufficient to raise the required amount.

 Book Building Account        An account opened by the Company with the Collection
                              Bank(s). The bidder will pay the margin money/bid
                              amount through demand draft, pay order or cheque in
                              favor of this account and the balance of the application
                              money, if any, shall be paid through this account after
                              successful allocation of shares.

 Book Runner                  AKD Securities Limited.

 Final Prospectus             A document containing all the information and disclosures
                              as required under the Companies Ordinance, 1984
                              together with disclosure of the strike price, results of the
                              Book Building process, the date of publication of
                              Prospectus and, the date(s) for subscription of shares out
                              of the general public portion.

 Floor Price                  The minimum price set by the Company for Initial Public
                              Offering of shares which is PKR 10 per share. A bid
                              placed below the floor price will not be entertained by the
                              Book Runners.

 General Public               All individual and institutional investors including both
                              Pakistani (residents & non-residents) and foreign
                              investors.

 General Public Issue Price   The price at which ordinary shares are issued to general
                              public. This price can be at or below the strike price.

 High Net worth Individual    Individual investor who applies or bids for shares of the
 (HNWI)                       value of PKR 1,000,000/- or above in the book building
                              process.

 Institutional Investors      Both local and foreign institutional investors

 Issue                        IPO of 15 million Ordinary Shares by the Company at a
                              price of PkR [•] per ordinary share aggregating to PkR [•]
                              million. The Issue constitutes 32.6% of the post-IPO paid-
                              up capital of the Company.

                              Portion of Institutional Investors/HNWI: 10.0 million
                              ordinary shares – 66.7% of the total issue size.

                              Portion of General Public: 5.0 million ordinary shares –
                              33.3% of the total issue size. (For details please see para 3.1)



                                          4
Prospectus
                              TPL Direct Insurance Limited
 Issuer
                              AKD Securities Limited.
 Lead Manager, Arranger and
 Book Runner                  The maximum price a prospective institutional investor or
                              HNWI is willing to pay for a share under the Book
 Limit Price                  Building process.

                              The partial or total amount, as the case may be, paid by a
 Margin Money                 bidder at the time of making a bid.

                              Ordinary Shares of TDI having face value of PkR 10 each
 Ordinary Shares              unless otherwise specified in the context thereof.

                              The preliminary prospectus containing all the information
 Preliminary Prospectus       and disclosures as required under the Companies
                              Ordinance, 1984, and Listing Regulation of the Stock
                              Exchange approved by the Commission under section 57
                              (1) of the Companies Ordinance, 1984 and issued to the
                              Institutional Investors and HNWIs Investors for bidding of
                              shares out of book building portion through the Book
                              Building Process.

                              A bid for a specified number of shares at the strike price to
 Strike order                 be determined through the Book Building process.

                              A series of limit bids at increasing prices.
 Step bid
                              The price of share determined/discovered on the basis of
 Strike Price                 the Book Building process in the manner provided in the
                              Listing Regulations of KSE at which the shares are issued
                              to the successful bidders. The Strike Price determined
                              through the Book Building process is PKR XX.




                                          5
Prospectus

                                     TABLE OF CONTENTS


Section      Contents                                                  Page No.


Section 1    Approvals and Listing on the Stock Exchanges                    07

Section 2    Book Building Procedure                                         09

Section 3    Share Capital and Related Matters                               22

Section 4    Underwriting, Commissions, Brokerage and other Expenses         31

Section 5    Overview, History and Prospects                                 33

Section 6    Financial Information                                           45

Section 7    Management                                                      61

Section 8    Miscellaneous Information                                      67

Section 9    Application and Transfer Instructions                          71

Section 10   Bidding Form of TPL Direct Insurance Limited                   75

Section 11   Signatories to the Prospectus                                  76

Section 12   Memorandum of Association                                      77

Section 13   Application Form




                                                 6
Prospectus

                                                PART 1

1.    APPROVALS AND LISTING ON THE STOCK EXCHANGE

1.1   APPROVAL OF THE SECURITIES & EXCHANGE COMMISSION OF PAKISTAN

      Approval of the Securities & Exchange Commission of Pakistan (the “SECP” or the
      “Commission”) as required under Section 57(1) of the Companies Ordinance, 1984 (the
      “Ordinance”) has been obtained by TPL Direct Insurance Ltd (“TDI” or “the Company”) for
      the issue, circulation and publication of this Prospectus.

      DISCLAIMER:

      It must be distinctly understood that in giving this approval, SECP does not take any
      responsibility for the financial soundness of the Company and any of its schemes stated
      herein or for the correctness of any of the statements made or opinions expressed with regards
      to them by the Company in this Prospectus.

      SECP has not evaluated quality of the issue and its approval for issue, circulation and
      publication of the Prospectus should not be construed as any commitment of the same. The
      public/investors should conduct their own independent due diligence and analysis regarding
      the quality of the issue before bidding/ subscribing.

1.2   CLEARANCE OF THE PROSPECTUS BY THE STOCK EXCHANGE

This Prospectus of the company has been cleared by the Karachi Stock Exchange (Guarantee)
Limited in accordance with the requirements under its Listing Regulations.

DISCLAIMER:

• The KSE has not evaluated the quality of the issue and its clearance should not be construed as
  any commitment of the same. The public / investors should conduct their own independent
  investigation and analysis regarding the quality of the issuer before subscribing.

• The publication of this document does not represent solicitation by the Karachi Stock Exchange.

• The contents of this document does not constitute an invitation to invest in shares or subscribe for
  any securities or other financial instrument by the Karachi Stock Exchange, nor should it or any
  part of it form the basis of, or be relied upon in any connection with any contract or commitment
  whatsoever of the Exchange.

• It is clarified that information in this Prospectus should not be construed as advice on any
  particular matter by the Karachi Stock Exchange and must not be treated as a substitute for
  specific advice.

• The Karachi Stock Exchange disclaims any liability whatsoever for any loss however arising from
  or in reliance upon this document to any one, arising from any reason, including, but not limited
  to, inaccuracies, incompleteness and/or mistakes, for decisions and/or actions taken, based on this
  document.

• The Karachi Stock Exchange neither takes responsibility for the correctness of contents of this
  document nor the ability of the Company to fulfill its obligations thereunder.

• Advice from a suitably qualified professional should always be sought by investors in relation to
  any particular investment.

                                                  7
Prospectus


1.3   FILING OF THE PROSPECTUS AND OTHER DOCUMENTS WITH THE
      REGISTRAR OF COMPANIES

      The Company has filed with the Registrar, Companies Registration Office Karachi, as
      required under Section 57(3) and (4) of the Companies Ordinance 1984, a copy of this
      Prospectus signed by all the Directors of the Company, along with the following documents
      are attached hereto:

      a)   Letter No KA-ZS-1351 dated May 9, 2011 from Auditors of the Company, KPMG Taseer
           Hadi & Co., consenting to the publication of their names in the Prospectus, which
           contains in Part 6 certain statements and reports issued by them as experts (for which
           consent has not been withdrawn), as required under Section 57(5) of the Companies
           Ordinance, 1984.

      b) Copies of Material Contracts and Agreements mentioned in Part 8 of this Prospectus as
           required under Section 57(4) of the Ordinance.

      c)   Written confirmations of the Legal Advisor to this issue and Bankers to this issue,
           mentioned in this Prospectus consenting to act in their respective capacities, as required
           under Section 57(5) of the Companies Ordinance, 1984.

      d) Consent of Directors, Chief Executive and Company Secretary of the Company who have
           consented to their respective appointments being made and their having been named or
           described as such Directors and Chief Executive in this Prospectus, as required under
           Section 57(3) of the Ordinance, read with sub-clause (1) of clause (4) of Section 1 of Part
           1 of the Second Schedule to the Ordinance.

1.4   LISTING AT THE KARACHI STOCK EXCHANGE

      An Application has been made to the KSE for permission to deal in and for quotation of the
      shares of the Company.

      If for any reason, the application for formal listing is not accepted by the Stock Exchange the
      Company undertakes that a notice to that effect will immediately be published in the press
      and thereafter the Issuer undertakes to refund application money to the applicants without
      surcharge as required by the provisions of Section 72 of the Ordinance.




                                                  8
Prospectus

                                               PART 2

2     BOOK BUILDING PROCEDURE

2.1   BRIEF ISSUE STRUCTURE

      The Present Issue

      The Company is issuing 15 million Ordinary Shares of PkR10 each for cash at a price of PkR
      [--] per share aggregating to PkR [-] million (the “Issue”). The Issue constitutes 32.6% of the
      post-IPO paid-up capital of the Company.

      The Issue is being made through the Book Building process at a floor price of PkR10 per
      share, whereby 66.7% of the total issue size i.e. 10 million Ordinary Shares of PkR10 each
      will be offered through the book building process to Institutional Investors and High Net
      Worth Individuals (HNWI) while the remaining 33.3% of the total issue size i.e. 5 million
      Ordinary Shares of PkR10 each will be offered to the general public at or below the Strike
      Price.

2.2   BOOK BUILDING PROCEDURE

      Book building is a process whereby investors bid for a specific number of shares at various
      prices. The LM & BR, with the consent of Issuer, sets a floor price which is the lowest price
      an investor can bid at. An order book of bids from investors is maintained by the BR, which
      is then used to determine the strike price through the “Dutch Auction Method”.

      Under the Dutch Auction Method, the strike price is determined by lowering the price to the
      extent that the total number of shares that the issuer intends to issue through the Book
      Building process are fully subscribed. However, while determining the strike price the
      bids placed through strike order shall not be taken into consideration.

      A bid by a potential investor can be a “Limit Bid”, “Strike Bid” or a “Step Bid”, which are
      explained below.

         Limit Bid: Limit bid is at the limit price, which is the maximum price an investor is
          willing to pay for a specified number of shares.

          In such a case a bidder explicitly states a price at which he/she/it is willing to subscribe to
          a specific number of shares. For instance, a bidder may bid for 2 million shares at PkR15
          per share. Since the bidder has placed a limit price of PkR15 per share, this indicates that
          he/she/it is willing to subscribe at or below PkR15 per share.

         Strike Order: A bid for a specified number of shares at the strike price to be determined
          through the Book Building Process.

          In strike order the bidder explicitly states the number of shares he/she/it is willing to
          subscribe at the Strike Price. For instance, a bidder may bid for 2.0 million shares at the
          strike price to be determined through the Book Building Process.

         Step Bid: A series of limit bids at increasing prices. The aggregated amount of step bid
          shall not be less than 1,000,000/- and the amount of any step shall not be less than
          250,000/-




                                                   9
Prospectus

          Under this bidding strategy, bidders place a number of limit bids at different price levels.
          The bidders may, for instance, make a bid for 2.0 million shares at PkR13 per share, 1.5
          million shares at PkR14 per share and 1.0 million shares at PkR15 per share.

      A SINGLE INVESTOR SHALL NOT MAKE MORE THAN ONE BIDS, HOWEVER,
      A BID CAN BE REVISED

      THE INVESTORS SHALL NOT PLACE CONSOLIDATED BIDS. A BID
      APPLICATION WHICH IS FULLY OR PARTIALLY BENEFICIALLY OWNED BY
      PERSONS OTHER THAN THE ONE NAMED THERIN IS TO BE CONSIDERED AS
      CONSOLIDATED BIDS.

      Once the bid period is over and book has been built, the BR shall determine the strike price.

      Successful bidders shall be intimated, within two (2) working days of the closing of the
      bidding period, the strike price and the number of shares provisionally allotted to each of
      them. The successful institutional bidders shall, within seven (7) working days of the closing
      of the bidding period, deposit the balance amount as consideration against allotment of
      shares. Where a successful bidder defaults in payment of shares allotted to him, the
      margin money deposited by such bidder shall be forfeited to the Book Runner under
      clause 8.11 of Appendix 4 of the Listing Regulations of KSE.

      AS PER REGULATION 8.16 OF THE KSE LISTING REGULATIONS, THE
      SUCCESSFUL BIDDERS SHALL BE ISSUED SHARES IN THE FORM OF BOOK-
      ENTRY SECURITIES TO BE CREDITED IN THEIR CDS ACCOUNTS. ALL THE
      INSTITUTIONAL AND HNWI INVESTORS SHALL, THEREFORE, PROVIDE
      THEIR CDC ACCOUNT NUMBERS IN THE BID APPLICATION.

2.3   LEAD MANAGER, ARRANGER AND BOOK RUNNER

      AKD Securities Limited has been mandated by the Company to act as a Lead Manager,
      Arranger and Book Runner to this Issue, which is being made through the Book Building
      Process as laid out in Appendix 4 of the Listing Regulations of the KSE.

      AKD Securities Limited (“AKDS”) is ranked among the premium brokerage houses in
      Pakistan and its Investment Banking team is among the most active in carrying out financial
      advisory services in Pakistan’s capital markets.

      The Investment Banking team at AKDS has a rich experience in Capital Market transactions
      and over the years it has initiated and successfully executed transactions unique in structure &
      size. Driven by experienced professionals and dynamic young talent, AKDS Investment
      Banking team has been involved in numerous Initial Public Offerings, Acquisitions, TFC
      Issuances & Asset Backed Securitization as well as leading Privatization deals in the country.

      Origination Capability: AKDS have extensive contacts with existing and potential issuers
      across a wide spectrum of industries and business sectors.

      Structuring Capability: AKDS analysts have in-depth industry knowledge, financial modeling
      and transaction structuring experience.

      Placement Capability: A wide network of institutional investor relationships as well as a
      large, diversified retail investor base provides AKDS with an unmatched distribution
      capability.



                                                 10
Prospectus

2.4     ROLE AND FUNCTIONS OF LEAD MANAGER AND BOOK RUNNER

          (a)        The Lead Manager and Book Runner to the Issue ensure that:

                i.   all disclosures as required under the Companies Ordinance, 1984 and the Appendix
                     4 of the Listing Regulations of the Karachi Stock Exchange have been made in the
                     Prospectus;

               ii.   necessary infrastructure and electronic system/software is available to collect bids
                     and to carry out the Book Building process in a fair, efficient and transparent
                     manner;

           iii.      it has obtained on behalf of the Company, all approvals/consents/NOCs relating to
                     the Issue;

           iv.       the preliminary Prospectus will, after approval of the Commission, be uploaded on
                     its own as well as on the Company’s website; and

          v.         it has established bid collection centers at the following addresses:

      Karachi
      Contact Officer:       Mr. Syed Khurram Shahid
      Direct No.:            +92-21-3537-4301
      Mobile No.:            +92-333-310-4756
      PABX No.:              +92-21-111-253-111 Ext. 636
      Fax No.:               +92-21-3586-7992, +92-21-3537-3211
      Email:                 khurram.shahid@akdsecurities.net
      Postal Address:        AKD Securities Limited
                             6th Floor, Continental Trade Centre
                             Block 8, Clifton, Karachi
      Lahore
      Contact Officer:       Mr. Ehsan Ahmad Qureshi
      Direct No.:            +92-42-3628-0742, +92-42-3628-0743, +92-42-3628-0744
      Mobile No.:            +92-334-411-1253
      PABX No.:              +92-42-111-253-111
      Fax No.:               +92-42-3628-0745
      Email:                 ehsan.ahmad@akdtrade.com
      Postal Address:        AKD Trade
                             Room No. 512/513, 5th Floor
                             Lahore Stock Exchange Building, Lahore
      Islamabad
      Contact Officer:       Mr. Khalid Hussain
      Direct No.:            +92-51-2894325
      Mobile No.:            +92-332-212-5525, +92-333-532-6580
      PABX No.:              +92-51-289-4321
      Fax No.:               +92-51-289-4323
      Email:                 malik.khalid@akdtrade.com
      Postal Address:        AKD Trade
                             303, 3rd Floor, ISE Tower
                             Jinnah Avenue, Blue Area, Islamabad




                                                      11
Prospectus

      (b)      The Lead Manager and Book Runner to the Issue shall:

        (i)    conduct awareness campaigns through presentations, meetings, road shows etc;

        (ii)   collect bid applications and applications’ money, security, margin as the case may
               be from the Institutional Investors and HNWI in the manner as mentioned in the
               Appendix 4 of the Listing Regulations of the Karachi Stock Exchange.

        (iii) put serial number, date and time on each bidding form at the time of collection of
              the same from the bidders;

        (iv)   vet the bidding applications;

        (v)    ensure that each bid application contains depository account number of the bidder
               maintained with CDCPL wherein shares shall be credited in case the bid is
               successful.

        (vi)   not accept multiple bids i.e more than one bid application by same person;

        (vii) build an order book showing demand for the shares at various prices;

        (viiii) discover the strike price at the close of the bidding period;

        (ix)   the Book Runner enter into underwriting agreement with the issuer;

        (x)    maintain record of the bids received for subscription of the shares;

        (xi)   circulate copies of the preliminary Prospectus and bidding form cleared by the
               Exchange and approved by the Commission to the prospective Institutional Investor
               and HNWI;

        (xii) publish an advertisement, approved by the Commission, in atleast one Urdu and
              one English daily Newspaper having wide circulation in the Federal and all the
              provincial capitals, to invite the Institutional investor and HNWI to participate in
              the bidding process;

        (xiii) use the software for Book Building process provided by the Exchange, which is
               based on Dutch Auction Methodology for display of the order book and
               determination of the strike price, on the terms and conditions as may be agreed in
               writing between the Exchange and the Book Runner;

        (xiv) for information of the investors, in addition to live display of the order book on the
              website of the Exchange, also live display the same order book simultaneously on
              its own website till closing of the bidding period; and

        (xv) Ensure that all the bids received by the bid collection centers are entered into the
             system developed by the Exchange for the purpose of Book Building. Book
             Runner shall not accept and Enter any bid after 5:00 p.m. during the days of
             the bidding period, except the last day when no fresh bid(s) shall be collected
             after 5:00 p.m. and the bid(s) collected thus far, shall be entered into the
             system till 7:00 p.m. on the same day and thereafter no bid shall be entered
             into the system or be revised in any way and for any reason even if the bid
             application have been received from the investor.




                                                 12
Prospectus
2.5 OPENING AND CLOSING OF THE BIDDING PERIOD

      The bidding period shall remain open for 2 working days commencing from the business
      hours at 09:00 a.m. on June 21st, 2011 and will close at 05:00 p.m. on June 22nd, 2011 at the
      close of business hours


       BIDDING PROCESS STARTS ON                                     June 21st, 2011


       BIDDING PROCESS ENDS ON                                       June 22nd, 2011

      *(Both Days Inclusive)

2.6   ELIGIBILITY TO PARTICIAPTE IN BIDDING

      Eligible investors who can place their bids in the Book Building process are “Institutional
      Investors” and “HNWI”.

          •   Institutional Investors include both local and foreign institutional investors

          •   HNWI investors are individual investors who bid for shares of value of PkR
              1,000,000/- (Pak Rupees One Million Only) or above in the Book Building process.

2.7   INFORMATION FOR BIDDERS

 •    The Preliminary Prospectus for issuance of shares duly cleared by the Karachi Stock
      Exchange and approved by SECP shall be circulated to the prospective Institutional Investor
      and HNWI. The Preliminary Prospectus and the bidding form can be obtained from the
      Registered Office of TPL Direct Insurance Ltd., AKDS and the bid collection centers.
      Preliminary prospectus can also be downloaded from the website of Book Runner and the
      Company.

 •    Eligible investors who are interested in subscribing to the Ordinary Shares should approach
      LM & BR at the addresses provided in para 2.4 to register their Bids.

 •    THE BIDS SHOULD BE SUBMITTED ON THE PRESCRIBED BIDDING FORM IN
      PERSON OR THROUGH FAX AT NUMBER IN PARAGRAPH 2.4.

2.8   BIDDING FORM AND PROCEDURE FOR BIDDING

        a) Standardized bidding form has been prescribed by the BR. Bids shall be submitted at
           the bid collection centers in person or through fax number given in paragraph 2.4 on the
           standard bidding form duly filled in and signed in duplicate. The bidding form shall be
           serially numbered at the bid collection centers and date and time stamped, at the time of
           collection of the same from the bidders.

        b) Upon completion and submission of the bidding form, the bidders are deemed to have
           authorized the Company to make necessary changes in the preliminary Prospectus and
           the bidding form as would be required for finalizing and filing the final Prospectus with
           the Stock Exchange and SECP, without prior or subsequent notice of such changes to
           the bidders.

        c) The bidding procedure under the Book Building Process is outlined below:



                                                  13
Prospectus

          i.   Copy of approved preliminary Prospectus shall be circulated by the Issuer through
               LM & BR to at least ten prospective investors in each of the two categories and a
               copy will also be placed on websites of the Company and AKDS.
         ii.   An advertisement, approved by the Commission, shall be published at least in one
               Urdu and one English daily Newspaper having wide circulation in the Federal and
               all the provincial capitals, inviting the institutional investors and HNWI for
               participating in the bidding.
        iii.   A Book Building Account shall be opened by the Issuer for collection of bid
               amount.
        iv.    The bidding form shall be issued in duplicate signed by the bidder and
               countersigned by the BR, with first copy for BR, and the second copy for the
               bidder.
         v.    Bids shall be submitted through the bid collection centers or through fax numbers
               given in paragraph 2.4 on the standard bidding form duly filled in and signed in
               duplicate. The addresses for the bid collection centers are given in para 2.4.
        vi.    Bids can be placed at “limit price”, “strike order” or “step bid”.
       vii.    Bids/margin money shall be deposited through demand draft/pay order/cheque in
               favor of “Initial Public Offering of TPL Direct Insurance Ltd – Book Building
               Account.”
       viii.   BR shall collect an amount of 100% of the application money as bid/margin money
               in respect of bids placed by HNWIs.
        ix.    BR shall collect an amount of not less than 25% of the application money as margin
               money in respect of bids placed by institutional investors.
         x.    BR may reject a bid placed by an institutional investor/HNWI for reasons to be
               recorded in writing and the reasons should be disclosed to such bidder forthwith.
               Decision of BR shall not be challengeable by the bidder or its associates.
        xi.    BR shall not accept the bids made at a bid price lower than the Floor Price.
       xii.    The Issuer and BR shall not accept bids from associated persons of the Issuer
               and the Company in excess of five percent (5%) of the size of the Book
               Building Portion.
       xiii.   The bidders will receive back the duplicate form upon submission of their bids
               which will be proof of their bid submission. In case of facsimile, a copy of form
               with receiving will be faxed back to the bidder.
       xiv.    Bidders can revise or withdraw their bids during the bidding period (for details
               please refer to para 2.12 and 2.14).
        xv.    BR shall maintain record of the bids received / rejected / revised / withdrawn along
               with identities of the bidder and evidence of amount received.
       xvi.    BR shall ensure that all the bids received by the bid collection centers are
               entered into the system developed by the Karachi Stock Exchange for the
               purpose of book building according to the procedure given in paragraph 2.4
               (b) (xiii) and as per clause 8.6 of Appendix 4 of the Listing Regulation of KSE.
               The system shall be capable to display live an order book, in descending order
               with respect to the bid price, showing the demand for shares at various prices
               and accumulative number of shares bid for along with percentage of the total
               shares offered. The order book should also show the revised bids and the bids
               withdrawn.



                                                14
Prospectus
      xvii.       At the close of the bidding period, the BR shall determine the strike price with the
                  consent of the Company.


        xviii.    Successful bidders shall be intimated, within two (2) working days of the closing of
                  the bidding period, the strike price and the number of shares provisionally allotted
                  to each of them.
         xix.     The successful institutional bidders shall, within seven (7) working days of the
                  closing of the bidding period, deposit the balance amount as consideration against
                  allotment of shares.
          xx.     Under rule 8.11 of the Listing Regulation, where a successful institutional bidder
                  defaults in payment of shares allotted to him, the margin money deposited by such
                  institutional bidder shall be forfeited by BR.
         xxi.     Margin money of unsuccessful bidders will be refunded within three (3) working
                  days of the close of the bidding period.
         xxii.    Final allotment of shares out of the Book Building portion shall be made after
                  receipt of full subscription money from the successful bidders; however, shares to
                  such bidders shall be transferred at the time of transfer of shares out of the general
                  public portion of the issue to successful applicants.
        xxiii.    An associated person or any other related person or party of the Issuer shall not
                  make bid(s) for shares in excess of 5% of the book building portion of the Issue.

2.9    BANK ACCOUNT FOR BOOK BUILDING AND PUBLIC PORTION

        The Company has opened two separate bank accounts for collection of applications’ money,
        one each for the Book Building portion and the General Public portion of the Issue.

        The bidders shall draw demand draft, pay order or cheque in favor of “Initial Public
        Offering of TPL Direct Insurance Limited – Book Building Account” which has been
        opened at Faysal Bank Limited. The collection bank shall keep and maintain the bid money
        in the said account. Once the strike price is determined and list of allottees is finalized, the
        Lead Manager, after obtaining NOC from KSE, may request in writing to the collection bank
        for transfer the money of successful and accepted applications to the Company’s account(s)
        and advise for refund of the bid money to unsuccessful bidders.

2.10 PAYMENT INTO THE BOOK BUILDING ACCOUNT

        The bidders shall draw a demand draft, pay order or cheque favoring “Initial Public
        Offering of TPL Direct Insurance Limited – Book Building Account” and submit it at the
        designated bid collection center either in person or through facsimile along with a duly filled
        in bidding form.

       CASH MUST NOT BE SUBMITTED WITH BIDDING FORMS AT THE BID
       COLLECTION CENTER. PAY ORDER, BANK DRAFT, CHEQUE AND ANY
       OTHER APPROPRIATE INSTRUMENT ACCEPTABLE TO BOOK RUNNER AND
       DRAWN IN FAVOR OF “INITIAL PUBLIC OFFERING OF TPL DIRECT
       INSURANCE LIMITED – BOOK BUILDING ACCOUNT” ARE ACCEPTABLE.

        Since the investors can bid for shares through “limit price”, “strike order” or “step bid”
        therefore payment procedure is explained below for all the three (3) methods.

      a. Payment for Limit Prices



                                                   15
Prospectus
     If investors are placing their bids through “limit price” then they shall deposit the margin
     money based on the number of shares they are bidding for at their stated bid price.


     For instance, if an investor is applying for 2 million shares at a price of PkR 11 per share, then
     the total application money would amount to PkR 22 million. In such a case, (i) HNWI shall
     deposit PkR 22 million in the Book Building account as the bid amount which is 100% of
     PkR 22 million; and (ii) Institutional Investors shall deposit at least PkR 5.5 million in the
     Book Building account as the margin amount which is 25% of PkR 22 million.

   b. Payment for Strike Orders

     If investors are placing a “strike order”, then they shall deposit the margin money/bid money
     equal to the product of the number of shares they are bidding for and the Floor Price which in
     this case is PKR 10 per share assuming that strike price is discovered at the Floor Price.

     For instance, if an investor is applying for 2.0 million shares then the total application money
     would be PKR 20 million. In such a case, (i) HNWI shall deposit PKR 20 million as bid
     amount which is 100% of PKR 20 million and (ii) Institutional Investors shall deposit at least
     PKR 5 million as margin money which is 25% of PKR 20 million.

     In the event where limit and step orders are insufficient to determine price through the Book
     Building mechanism, all strike orders will be considered for allocation of shares at floor price.
     For details please refer to para 2.16 below.

   c. Payment for Step Bids

     If investors are placing a “step bid”, which is a series of limit bids at increasing prices, then
     they shall deposit the margin money/bid money based on the total number of shares they are
     bidding for at their stated bid prices.

     For instance, if the investor bids for 0.5 million shares at PKR 13 per share, 0.4 million shares
     at PKR 14 per share and 0.3 million shares at PKR 15 per share, then in essence the investor
     has placed one “step bid” comprising three limit bids at increasing prices. The margin money
     would amount to PKR. 16.60million, which is the sum of the products of the number of
     shares bid for and the bid price of each limit bid. In such a case, (i) HNWI shall deposit PKR
     16.60 million in the Book Building Account as bid amount which is 100% of PKR 16.60
     million and (ii) Institutional Investors shall deposit at least PKR 4.15 million in the Book
     Building Account as margin money which is 25% of PKR 16.60 million.

2.11 PAYMENT BY FOREIGN INVESTORS

     Foreign investors may subscribe using their Special Convertible Rupee Accounts (SCRA), as
     set out under Chapter 20 of the State Bank of Pakistan’s Foreign Exchange Manual.

     Payments made by foreign investors shall be supported by proof of receipt of foreign currency
     through normal banking channels. Such a proof shall be submitted along with the Bidding
     Application by the foreign investors.

2.12 REVISION OF BIDS BY THE BIDDER

      The bidders shall have the right to revise their bids any time during the bidding period and on
      the last day till 07:00 pm. Online revision of the bids may be allowed to the bidders through
      system software. This will however be subject to the condition that the bidder shall comply
      with the requirements of bidding as disclosed under Appendix 4 of the Listing Regulations
      and any other condition or procedure disclosed in the Prospectus.

                                                 16
Prospectus




2.13 REJECTION OF BIDS BY THE BOOK RUNNER

     In terms of clause 8.4 of Appendix 4 of Listing Regulations of the Karachi Stock Exchange,
     BR may reject a bid placed by an institutional investor/HNWI for reasons to be recorded in
     writing and the reasons should be disclosed to such bidder forthwith. Decision of BR shall
     not be challengeable by the bidder or its associates.

2.14 WITHDRAWAL OF BIDS BY THE BIDDER

     A bidder has the right to withdraw placed bid from the bidding system any time during the
     bidding period and on the last day till 05:00 pm. Online withdrawal of the bids may be
     allowed to the bidders through system software. This will however be subject to the condition
     that the bidder shall comply with the requirements of bidding as disclosed under Appendix 4
     of the Listing Regulations and any other condition or procedure disclosed in the Prospectus.

2.15 WITHDRAWAL OF ISSUE BY THE COMPANY

     a) According to clause 3.10 of Appendix 4 of the listing regulations of KSE, in case the
        Issuer do not receive bids at or above the floor price for the minimum number of shares
        offered, it may withdraw the Issue. The decision of withdrawal shall be taken within a
        period not more than three (3) working days of the closing of bidding period.

     b) The Issuer shall withdraw the offer if the total bids received are less than fifteen.

     c) The withdrawal shall be immediately intimated to the Commission and the Exchange.

     d) In case the offer is withdrawn the margin money/bid money will be refunded to
        bidders within three (03) working days of the decision of withdrawal without any
        markup, interest etc.

2.16 MECHANISM FOR DETERMINATION OF STRIKE PRICE

   a) At the close of the bidding period, the Issuer, in consultation with the Book Runners shall
      determine the strike price on the basis of “Dutch Auction Method”. Under this
      Methodology, the strike price is determined by lowering the price to the extent that the total
      number of shares offered is subscribed. However, while determining the strike price, the
      bids placed through strike order(s) shall not be taken into consideration.

   b) The order book shall display the bid prices in a descending order along with the quantity for
      each price level as well as the cumulative quantity at each price level. The bids at strike
      orders shall, however, be displayed in the order book in the following manner:

       i.  after the lowest limit bid, in case the limit bids placed are not sufficient for full
           allotment of the shares offered, or,
       ii. immediately, after the limit bid at which all the shares offered can be allotted, in case
           the limit bids placed are sufficient for full allotment of the shares offered.

   c) For the purpose of allotment of shares, the limit bid(s) entered at the price
      determined/discovered as Strike Price through Book Building Process and the bids placed
      as strike order shall be ranked equally and preference will be given to the bidder who has
      made the bid earlier.


                                                17
Prospectus
   d) Once the strike price is determined all those bidders whose bids have been found successful
       shall become entitled for allotment of shares. The bidders, who have made bids at prices
       above the strike price, will be issued shares at the strike price and the differential will be

         refunded. The bidders, who have made bids below the strike price, shall not qualify for
         allotment of shares and their margin money shall be refunded.

The mechanism for determination of strike price can be understood by the following illustration.

a) Number of shares being offered through the Book Building: 10 million ordinary shares
b) Floor price: PKR 10 per share
c) Bidding Period: xx June 2011 – xx June 2011

                            Price (PkR per    Quantity (shares in   Cummulative
        Bidder                                                                     Category of Order             Date
                                share)            Millions)       Number of Shares


    Institution - A                   15.00                 1.00               1.00      Limit Price            Day 1
    Institution - E                   14.50                 1.50               2.50      Limit Price            Day 3
    Institution - B                   13.75                 2.00               3.00      Limit Price            Day 2
Foreign Institution - A               13.00                 1.75               4.75      Limit Price            Day 2
      HNWI - A                        12.25                 3.00               7.75     Step Order              Day 3
    Institution - C                   11.25                 2.00               9.75     Step Order              Day 1
      HNWI - B                        11.05                 1.00              10.75      Limit Price            Day 2
    Institution - D               X                         1.00              11.75     Strike Order            Day 2
      HNWI - C                    X                         1.00              12.75     Strike Order            Day 3
    Institution - C                   10.50                 3.00              15.75     Step Order              Day 1
    Institution - B                   10.25                 4.00              15.75      Limit Price            Day 2
      HNWI - A                        10.10                 2.75              18.50     Step Order              Day 3
    Institution - C                   10.05                 6.00              24.50     Step Order              Day 1

                                                                   Total Shares Subscribed
    Bid Withdrawn         Strike Price determined through                                              Bid has been revised and
                          Dutch Auction Method                                                         placed at PkR13.75 per
                                                                                                       share

       Setting Strike Price – On the basis of the figures provided in the above illustration,
       according to the Dutch Auction Method, the strike price would be set at PkR11.05 per share
       to sell the required quantity of 10.0 million ordinary shares.

       At PkR15 per share, investors are willing to buy only 1.0 million shares. Since 9.0 million
       shares are still available, therefore the price will set lower.

       At PkR13.75 per shares, investors are willing to buy 2.0 million shares. Since 7 million
       shares are still available, therefore, the price will set lower.

       At PkR13.00 per shares, investors are willing to buy 1.75 million shares. Since 5.25 million
       shares are still available, therefore, the price will set lower.

       At PkR12.25 per shares, investors are willing to buy 3 million shares. Since 2.25 million
       shares are still available, therefore, the price will set lower.

       At PkR11.25 per shares, investors are willing to buy 2 million shares. Since 0.25 million
       shares are still available, therefore, the price will set lower.

       At PKR11.05 per share, investors are willing to buy 1 million shares. Since after bidding for
       1 million shares at PKR 11.05 per shares no share will be available, therefore, the Strike Price
       will be set at PKR 11.05 per share for the entire lot of 10.0 million shares.

       The bidders, who have placed bids at prices above the strike price (which in this illustration is
       PKR 11.05 per shares), will become entitled for allotment of shares at the strike price.


                                                                   18
Prospectus

     The bidders, who have placed bids below PKR 11.05 per share, will not qualify for allotment
     of shares.

     After allotment in the aforementioned manner, 0.25 million shares are still available for
     allotment. These shares will be allotted to the bidders who have placed bid(s) at PKR 11.05
     and who have placed bid(s) at the strike order, however, for the purpose of allotment of these
     0.25 million shares preference will be given to the bidder who has placed the bid earlier.

2.17 BASIS OF ALLOTMENT OF SHARES

     After the closure of bidding period, the Book Runners will analyze the demand generated at
     various price levels. Only successful bidders shall be eligible for allotment and transfer of
     shares. Final allotment of shares out of the Book Building portion shall be made after receipt
     of full subscription money from the successful bidders; however, shares to such bidders shall
     be dispatched or credited, as the case may be, at the time of transfer of shares out of the
     public portion of the issue to successful applicants.

2.18 REFUND OF MARGIN MONEY

     Investors who have bid lower than the strike price are not eligible for allotment of shares.
     Margin money of the unsuccessful bidders shall be refunded within three (3) working days of
     the close of the bidding period as required under clause 8.12 of Appendix 4 of the KSE
     Listing Regulations.

2.19 UNDERWRITING

     After determination of the strike price Book Runner shall within two (2) working days of the
     closing of the bidding period enter into an underwriting agreement with the Issuer indicating
     the number of shares that Book Runner would underwrite at the strike price and the
     underwriting Commission/Fee to be charged.

2.20 PUBLICATION OF THE FINAL PROSPECTUS

     The underwriting agreement for the public portion shall be finalized within ten (10) working
     days from closing of the bidding period.

     Upon finalization of the underwriting agreements, the Lead Managers shall, within ten (10)
     working days from the date of closing of the bidding period, submit an application to KSE for
     allocation of dates for publication of the final Prospectus and subscription of shares by the
     general public.

     The final Prospectus in full or in abridged form must be published within seventeen (17)
     working days of the closing of the bidding period in the manner as specified in Section 53 of
     the Companies Ordinance, 1984.

     Public subscription for the shares shall be held at any date(s) within thirty days (30) of the
     publication of the final Prospectus but not earlier than seven (7) days of such publication.

2.21 ADDRESSES OF BID COLLECTION CENTRES

     Bid Collection Centers have been established at Karachi, Lahore and Islamabad to collect the
     bids for the Book Building portion of TPL Direct Insurance Limited in order to provide
     convenient access to bidders to participate in the bidding process. Addresses, detail of contact
     persons and fax numbers of the Bid Collection Centers are given in paragraph 2.4.



                                                19
Prospectus



2.22 STATEMENT BY ISSUER




     Dated: May 13th, 2011

     The General Manager,
     Karachi Stock Exchange (Guarantee) Limited,
     Stock Exchange Building,
     Stock Exchange Road,
     Karachi.



     On behalf of the Company, we confirm that all material information as required under the
     Companies Ordinance, 1984 and the Listing Regulations of the Karachi Stock Exchange
     (Guarantee) Limited have been disclosed in the Prospectus and that whatever stated in the
     Prospectus and the supporting documents is true and correct to the best of our knowledge and
     belief and that nothing has been concealed.



     For and on behalf of
     TPL Direct Insurance Limited




              -Sd-


     Saad Nissar
     Chief Executive Officer




                                              20
Prospectus

2.23 STATEMENT BY LEAD MANAGER, ARRANGER & BOOK RUNNER




     Dated: May 13th, 2011


     The General Manager,
     Karachi Stock Exchange (Guarantee) Limited,
     Stock Exchange Building,
     Stock Exchange Road,
     Karachi.



     Being mandated as Lead Manager, Arranger and Book Runner to this Initial Public Offering
     of TPL Direct Insurance Limited through the Book Building process, we confirm that all
     material information as required under the Companies Ordinance, 1984 and Appendix 4 of the
     Listing Regulations of the Karachi Stock Exchange (Guarantee) Limited have been disclosed
     in this Prospectus and that whatever stated herein and in the supporting documents is true and
     correct to the best of our knowledge and belief and that nothing has been concealed.




     On behalf of AKD Securities Limited:



               -Sd-



     Umair Aijaz Shaikh
     Head, Investment Banking
     AKD Securities Limited




                                               21
 Prospectus

                                                          PART 3

 3        SHARE CAPITAL AND RELATED MATTERS

3.1       SHARE CAPITAL



                                                                                         Amount of
      Total No. of                                                    Total Face           Total
        Shares                          Share Capital                 Value (Pkr)        Premium     Total (Pkr)

        50,000,000         Authorized Share Capital                    500,000,000   -               500,000,000
                           (Ordinary Shares of PKR 10 per share)

                           Issued, Subscribed & Paid up
        31,000,000         capital                                     310,000,000   -               310,000,000

                           The Existing Capital of the
                           company is held as follows:

                           Directors/Sponsors

                           TPL Trakker Limited (Holding
        30,999,000         Company)                                    309,990,000   -               309,990,000

                   500     Mr.Muhammad Ali Jameel (Director)                 5,000   -                     5,000

                   500     Mr.Jameel Yusuf (Director)                        5,000   -                     5,000
        31,000,000         SUB TOTAL                                   310,000,000                   310,000,000

                           Present Issue
                           The present issue of 15 million ordinary
                           shares by the Company, represents
                           32.60% of the total post IPO paid-up
                           capital of the company


                           Allocation to Institutional/HNWI
        10,000,000         Investors                                   100,000,000          [•]          [•]
                           (through Book Building Mechanism)


         5,000,000         General Public                               50,000,000          [•]          [•]

        15,000,000         SUB TOTAL                                   150,000,000          [•]          [•]
        46,000,000         TOTAL                                       460,000,000          [•]          [•]

 Notes:

           (i).          The sponsors of TPL Direct Insurance Limited (the Company) shall at all times retain
                         at least 25% of the capital of the Company;
           (ii).         The shares allotted to sponsors in excess of 25% shall not be saleable for a period of
                         six months from the date of public subscription;


                                                              22
Prospectus
      (iii).      The Commission vide its letter No SMD/CO 57(1)/04/2011-2 dated June 15, 2011
                  has given relaxation to the Company from the requirements of Regulation 6(1) of the
                  Listing Regulations of the Karachi Stock Exchange under Regulations 6(6) thereof.

3.2   OPENING AND CLOSING OF THE PUBLIC SUBSCRIPTION PERIOD

      The subscription list will open at the commencement of banking hours on MM DD, 2011 and
      will close on MM DD, 2011 at the close of banking hours.

3.3   INVESTOR ELIGIBILITY FOR PUBLIC ISSUE

      Eligible investors include

      a)       Pakistani citizens residing in or outside Pakistan or persons holding two nationalities
               including Pakistani Nationality;
      b)       Foreign nationals whether living in or outside Pakistan;
      c)       Companies, bodies corporate or other legal entities incorporated or established in or
               outside Pakistan (to the extent permitted by their respective constitutive documents and
               existing regulations as the case may be);
      d)       Mutual funds, provident/pension/gratuity funds/trusts (subject to the terms of their
               respective Trust Deeds and existing regulations); and
      e)       Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

3.4   FACILITIES AVAILABLE TO NON-RESIDENT PAKISTAN AND FOREIGN
      INVESTORS

      Non-resident Pakistani investors and foreign investors may subscribe for the shares being
      issued through this Prospectus by using their Special Convertible Rupee Account (“SCRA”)
      as set out in Chapter 20 of the Foreign Exchange Manual of the State Banks of Pakistan.

      MINIMUM AMOUNT OF APPLICATION AND BASIS FOR ALLOTMENT OF SHARES
      OUT OF THE PUBLIC PORTION OF THE ISSUE

      The basis and conditions of allotment to the general public shall be as follows:

a)                                                        ●
      Application for shares below the total value of PKR [ ] ( Issue Price x 500 Shares) shall not
      be entertained.

b)    The minimum amount of application for subscription of 500 ordinary shares is PKR [ ●] (Issue
      Price x 500 Shares)

c)    Applications for shares must be made for 500 shares or in multiples of 500 shares only.
      Applications which are neither for 500 shares nor for multiples of 500 shares shall be rejected.

d)    SUBMISSION OF FICTITIOUS AND MULTIPLE APPLICATIONS (MORE THAN
      ONE APPLICATIONS BY SAME PERSON) IS PROHIBITED AND SUCH
      APPLICATIONS` MONEY IS LIABLE TO CONFISCATION UNDER SECTION 18A
      OF THE SECURITIES AND EXCHANGE ORDINANCE, 1969.

e)    If the shares offered to the general public are sufficient for the purpose, all applications shall
      be accommodated.

f)    If the shares applied for are in excess of the shares issued, the distribution shall be made by
      computer balloting, in the presence of the representative(s) of KSE in the following manner:




                                                    23
Prospectus
       (i) If all the applications for 500 shares can be accommodated, then all such applications
           shall be accommodated first. If all applications for 500 shares cannot be accommodated
           then balloting will be conducted among applications for 500 shares only.


        (ii) If all the applications for 500 shares have been accommodated and shares are still
            available for allotment, then all applications for 1,000 shares shall be accommodated. If
            all applications for 1,000 shares cannot be accommodated then balloting will be
            conducted among applications for 1,000 shares only.

       (iii) If all applications for 500 shares and 1,000 shares have been accommodated and shares
            are still available for allotment, then all applications for 1,500 shares shall be
            accommodated. If all applications for 1,500 shares cannot be accommodated then
            balloting will be conducted among applications for 1,500 shares only.

        (iv) If all applications for 500 shares, 1,000 shares and 1,500 shares have been
            accommodated and shares are still available for allotment, then all applications for
            2,000 shares shall be accommodated. If all applications for 2,000 shares cannot be
            accommodated then balloting will be conducted among applications for 2,000 shares
            only.

        (v) After the allotment in the above mentioned manner, the balance shares, if any, shall be
            allotted in the following manner:

                  (a)    If the remaining shares are sufficient to accommodate each application for
                        over 2,000 shares, then 2,000 shares shall be allotted to each applicant and
                        remaining shares shall be allotted on pro-rata basis.

                  (b) If the remaining shares are not sufficient to accommodate all the remaining
                      applications for over 2,000 shares, then balloting shall be conducted for
                      allocation of 2,000 shares each to the successful applicants.

g)    If the issue is over subscribed in terms of amount only, then allotment of shares shall be made
      in the following manner:

      (i) First preference will be given to the applicants who applied for 500 shares;
      (ii) Next preference will be given to the applicants who applied for 1,000 shares;
      (iii) Next preference will be given to the applicants who applied for 1,500 shares; and then
      (iv) Next preference will be given to the applicants who applied for 2,000 shares.

h)    After allotment of the above, the balance shares, if any, shall be allotted on pro rata basis to
      the applicants who applied for more than 2,000 shares.

i)    Allotment of shares will be subject to scrutiny of applications for subscription of shares.

j)    Applications, which do not meet the above requirements, or applications which are
      incomplete, will be rejected.

3.5   REFUND OF SUBSCRIPTION MONEY TO UNSUCCESSFUL APPLICANTS

      The Company shall take a decision within ten (10) days of the closure of subscription list as
      to which applications have been accepted or are successful and refund the money in cases of
      unaccepted or unsuccessful applications within ten (10) days of the date of such decision, as
      required under Section 71 of the Ordinance.




                                                  24
Prospectus
     As per sub-section (2) of Section 71 of the Ordinance, if refund as required under Sub-section
     (1) of Section 71 of the Ordinance is not made within the time specified therein, the Issuer
     shall be liable to repay the money with surcharge at the rate of 1.5%, for every month or part
     thereof from the expiration of the 15th day and, in addition, to a fine not exceeding PKR
     5,000/- and in case of continuing offense to a further fine not exceeding PKR 100/- per day

      after the said 15th day of which the default continues. Provided that the Issuer shall not be
      liable if he/she proves that the default in making the refund was not due to any misconduct or
      negligence on his/her part.

3.6   ISSUE AND DISPATCH OF SHARE CERTIFICATES

      The Company will dispatch share certificates to successful applicants through their Banker to
      the Issue or by crediting the respective Central Depository System (“CDS”) accounts of the
      successful applicants within thirty (30) days of the close of public subscription, as per Listing
      Regulations of the Stock Exchanges.

      Shares will be transferred either in scrip-less form in the CDS of CDCPL or in the shape of
      physical scripts on the basis of option exercised by the successful applicants. Shares in the
      physical scripts shall be dispatched to the Bankers to the Issue within thirty (30) days from
      the date of close of subscription list, whereas scripless shares shall be directly credited
      through book entries in the respective accounts maintained with the CDCPL.

      The applicants who opt for receipt of shares in scrip-less form in CDS should fill in the
      relevant columns of the Application Form. In order to exercise the scrip-less option, the
      applicant(s) should have CDS account at the time of subscription.

      If the Company makes a default in complying with the above requirements, it shall pay to the
      Stock Exchange a penalty of PKR 5,000/- per day for every day during which the default
      continues. The Stock Exchange may also notify the fact of such default and the name of the
      Company by notice and also by publication in its Ready-Board Quotation of the Stock
      Exchange.

      The name of the Company be notified to the members of the Stock Exchange and placed on
      the website of the Stock Exchange.

3.7   TRANSFER OF SHARES

       a) Physical Scripts

          Under the provisions of Section 77 of the Ordinance, the Directors of the Company shall
          not refuse to transfer any fully paid share unless the transfer deed is, for any reason,
          defective or invalid or is not accompanied by the relevant share certificate. Provided that
          the Company shall within thirty (30) days from the date on which the instrument of
          transfer was lodged with it, notify the defect or invalidity to the transferee who shall, after
          the removal of such defect or invalidity, be entitled to re-lodge the transfer deed with the
          Company.

       b) Transfer under book entry system

          The shares maintained with the CDS in the book entry form shall be transferred in
          accordance with the provisions of the Central Depositories Act, 1997 and the CDCPL
          Regulations.




                                                  25
Prospectus




3.8   SHARES ISSUED IN PRECEDING YEARS

      The details of the shares issued by the Company in preceding years are as follows:

  Sr .No.          No. of     Par    Premium        Amount       Consideration      Date of Issue
                  Shares     Value                   (Rs.)
                   Issued
    1              50,000     10         -            500,000        Cash         8th November 1992
    2             450,000     10         -           4,500,000       Cash        29th December 1994
    3             500,000     10         -           5,000,000       Cash        31st December 1995
    4             500,000     10         -           5,000,000       Cash        30th December 1996
    5             500,000     10         -           5,000,000       Cash        31st December 1997
    6            2,000,000    10         -          20,000,000       Cash             13th May 1999
                                                                                     th
    7             500,000     10         -           5,000,000       Cash        20 December 2001
    8             500,000     10         -           5,000,000       Cash        31st December 2002
    9            2,042,800    10         -          20,428,000       Cash             28th June 2004
                                                                                     th
   10             957,200     10         -           9,572,000       Cash        20 December 2004
   11             953,100     10         -           9,531,000       Cash          9th February 2005
   12            6,088,108    10         -          60,881,080       Cash        30th December 2005
   13            1,000,000    10         -          10,000,000       Cash             25th June 2007
   14           11,958,792    10         -         119,587,920       Cash          31st January 2008
   15            2,000,000    10         -          20,000,000       Cash            7th March 2008
   16            1,000,000    10         -          10,000,000       Cash           29th March 2008
  Total         31,000,000                         310,000,000

      Other than the above mentioned shares, there has been no other issue of shares since its
      incorporation.

3.9   PRINCIPAL PURPOSE OF THE PUBLIC ISSUE

      The aim of listing is to inject additional equity into the Company for the retirement of short
      term running finance and for supporting existing and future working capital requirement.

      The Company intends to retire short term running finance amounting to PKR 45.7million as
      at 31st May 2011 of the following Banks:

               Habib Metropolitan Bank Limited amounting to PKR 24.8 mn (at a markup rate of 3
                months KIBOR + 2.1% pa)
               KASB Bank Limited amounting to PKR 20.9 mn (at markup rate of 3 months KIBOR
                + 3.5% pa)

      The remaining proceeds will be utilized for supporting of existing working capital
      requirement and for working capital requirement emanating from the launch of new products.
      The Company plans to launch the following new products lines:

               Home Insurance
               Bancassurance
               New products for motor insurance

                                                   26
Prospectus

3.10 INTEREST OF SHAREHOLDERS

     None of the holders of the issued shares of the Company have any special or other interest in
     the property or profits of the Company other than as holders of the ordinary shares in the
     capital of the Company.


3.11 DIVIDEND POLICY

     The rights in respect of capital and dividends attached to each share are and will be the same.
     The Company in its general meeting may declare dividends but no dividends shall exceed the
     amount recommended by the Directors. Dividend, if declared, in the general meeting, shall be
     paid according to the terms of the provisions of the Ordinance.

     The Directors may from time to time pay to the members such interim dividends as appear to
     the Directors to be justified by the profits of the Company. No dividends shall be paid
     otherwise than out of the profits of the Company for the year or any other undistributed
     profits.

     No unpaid dividends shall bear interest or mark-up against the Company. The dividends shall
     be paid within the period laid down in the Ordinance.

3.12 ELIGIBILITY FOR DIVIDEND

     The shares being offered for sale shall rank pari-passu with the existing shares in all matters,
     including the right to such bonus or right issue and dividend as may be declared by the
     Company subsequent to the offer of such shares.

3.13 DEDUCTION OF ZAKAT

     Income distribution will be subject to deduction of Zakat at source, pursuant to the provisions
     of Zakat and Ushr Ordinance, 1980. (XVIII of 1980) as may be applicable from time to time.

3.14 CAPITAL GAINS (SECTION 37-A)

     The capital gain arising on or after the first day of July 2010, from disposal of securities held
     for a period of less than a year, shall be chargeable to tax at the rates specified as follows:

       S.No                   Period                                  Tax Year                       Rate of Tax
      1           Where holding period of                               2011                           10.0%
                  security is less than six (6)                         2012                           10.0%
                  months                                                2013                           12.5%
                                                                        2014                           15.0%
                                                                        2015                           17.5%
      2           Where holding period of                               2011                            7.5%
                  security is more than six (6)                         2012                            8.0%
                  months but less than twelve (12)                      2013                            8.5%
                  months                                                2014                            9.0%
                                                                        2015                            9.5%
                                                                        2016                           10.0%
      3           Where the holding period of the                         -                              0%

     * In terms of the amendments made in the Income Tax Ordinance, 2011 through the Income Tax (Amendment)
                  security is more than one year
     Ordinance, 2011 surcharge at the rate of 15% will be charged on tax liability for the period commencing March 15, 2011
     to June 30, 2011.



                                                          27
Prospectus

     Capital Gain Tax is not applicable to a banking company and an insurance company.

     The holding period of a security shall be reckoned from the date of acquisition (whether
     before, on or after the thirtieth day of June, 2010) to the date of disposal of such security
     falling after the thirtieth day of June, 2010.




     Where a person sustains a loss on disposal of securities in a tax year, the loss shall be set off
     only against the gain of the person from any other securities chargeable to tax and no loss
     shall be carried forward to the subsequent tax year.


3.15 WITHHOLDING TAX ON DIVIDENDS

     Dividend distribution to the shareholders will be subject to withholding tax under section 150
     of the Income Tax Ordinance, 2001 at the rate of 10% as specified in part I, Division III of
     First Schedule to the said Ordinance or any time to time amendments therein. In terms of the
     provision of Section 8 of the said Ordinance, said deduction at source, shall be deemed to be
     full and final liability in respect of such profits.

3.16 DEFERRED TAXATION

     Deferred tax is accounted for using the liability method in respect of all temporary
     differences at the balance sheet date between the tax base of assets and liabilities and their
     carrying amount. Deferred tax liabilities are recognized for all taxable temporary differences.
     Deferred tax assets are recognized for all deductible temporary differences to the extent that it
     is probable that the temporary difference will reverse in the future and the taxable profits will
     be available against which the temporary differences can be utilized.

     The carrying amount of deferred tax asset is reviewed at each balance sheet date and reduced
     to the extent that it is no longer probable that sufficient taxable profit will be available to
     allow deferred tax asset to be utilized.

     Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to
     the period when the asset is realized or the liability is settled, based on the tax rates that have
     been enacted or subsequently enacted at the balance sheet date.

     The company has booked deferred tax asset of Rs.33.39m as at 31st December 2010.

3.17 FEDERAL EXCISE DUTY & WITHHOLDING TAX ON SALE/PURCHASE OF
     SHARES

     a)   Federal Excise Duty (FED) of 16% is charged on brokerage commission on purchase/sale
          of shares on a Stock Exchange. FED charges will be borne by the investors.

     b) Withholding Tax of 0.01% will be charged on the sale/purchase value on the
          purchase/sale of shares/ Modaraba certificates/ instruments of redeemable capital.

3.18 TAX CREDIT FOR INVESTMENT IN IPO

     Section 62 of the Income Tax Ordinance, 2001 pertains to tax credit to individuals and
     association of persons on investment in shares of a public Company listed in stock exchange



                                                 28
Prospectus
     of Pakistan. The Finance Bill, 2011 seeks to amend the provisions of Section 62 to make the
     following changes:

•        The upper limit for tax credit for investment in shares has been proposed to be enhanced
         from PKR 300,000 to PKR 500,000. Threshold of investment has been proposed to be
         enhanced from 10% to 15% of the taxable income.

•        Time limit for holding of shares has been proposed to 36 months from the date of their
         acquisition as compared to existing 12 months, for the claim of tax credit on investment in
         shares. Only resident individuals and association of persons are eligible for the claim of tax
         credit.

3.19 TAX CREDIT FOR ENLISTMENT

         Under section 65C of the Income Tax Ordinance, 2001, the Finance Act 2010 introduced
         tax credit at 5% of the tax payable for the tax year in which a Company is listed on a Stock
         Exchange in Pakistan. The Finance Bill, 2011 proposes to enhance the rate of tax credit to
         15% for the tax year in which a Company is listed on a Stock Exchange in Pakistan.

3.20 RATIONALE FOR FIXING FLOOR PRICE OF PKR 10 ABOVE BREAK-UP VALUE

•        Since taking over the operations of the company from former Jupiter Insurance Company
         Ltd in 2005, the financials show significant improvement as per below:

                                                               2005               2010
     Paid-up Share Capital                                  150,412,080        310,000,000
     Gross Premium                                          23,528,055         408,732,711
     Net Premium Revenue                                     4,452,746         331,294,224
     Total Equity                                           39,960,152         195,506,598
     Total Assets Book Value                                87,336,027         562,174,771

 •       Overall TDI achieved the highest growth in the industry as per below:

                                             GROWTH VS. TDI
         INDUSTRY                    2007           2008               2009            2010
     Industry Premium
     Growth                         16.4%          3.5%               2.3%             9.5%
     TDI's Premium
     Growth                        46.43%          14.63%             52.66%          42.51%
     Industry Premium
     (Rs. in millions)              32,812         33,957             34,728          38,036
     TDI's Premium
                                      164           188                  287           409
     (Rs. in millions)
     Market Share                   0.50%          0.55%              0.83%           1.08%
Source: Insurance Association of Pakistan

 •       One of the lowest claims ratio in the industry at around 40%.
 •       One of the lowest credit period of 15 days in the industry.
 •       12,000 customers all over Pakistan.
 •       TDI has recently executed contracts with United Bank and Standard Chartered Bank for
         underwriting auto business of their customers.


                                                   29
Prospectus
 •     Representation in the Central Committee of the Insurance Association of Pakistan.
 •     Reinsurance treaties are with A rated reinsurers viz. Malaysian Re and Best Re.
 •     TDI has extended its operations in 6 major cities i.e. Karachi, Hyderabad, Multan, Lahore,
       Faisalabad and Islamabad.
 •     TDI is conferred with Brands of Year Award consecutively for the past 3 years.
 •     PACRA ratings maintained at “A-”
 •     First company to use Risk Profiling specially tailored by leading actuaries for premium
       pricing.
 •     First company to offer services round the clock services through a Call Centre manned with
       underwriters and claims specialist.
 •     Fastest claims recording and processing time in the industry i.e. 60 seconds claims lodging,
       processing in 45 minutes and settlements within 7 days.
 •     Product innovation – 3T Policy and Self Insurance


Financial Highlights:

  Amount in ‘000                        2010     2009     2008      2007      2006      2005
 Paid-up Share Capital                 310,000 310,000 310,000     160,412   150,412   150,412
 Accumulated Losses                  (114,493) (96,482) (98,346) (100,194) (134,271) (110,452)
 Total Equity                          195,507 213,518 211,654      60,218    26,141    39,960
 Gross Premium                         408,733 287,268 188,364     164,402   112,024    23,528
 Net Premium Revenue                   331,294 223,570 166,697     138,704    68,775     4,453
 Investment & Other
 Income                                     19,476     12,252          8,097         3,752          656          215
 Profit (Loss) Before Tax                 (12,375)     10,142        (4,676)       (1,156)     (23,819)     (37,253)
 Profit (Loss) After Tax                  (18,011)      1,864          1,848       34,077      (23,819)     (35,993)
 Earnings Per Share/(Loss
 Per Share)                                 (0.58)      0.06           0.06          2.12        (1.58)        (4.05)
 Book Value Per Share                         6.31      6.89           6.83          3.75          1.74          2.66
 Investment                                33,848     38,839         34,315        25,703       15,796        32,496
 Cash & Bank Balance                        4,659      1,812          1,627         4,998       15,009         6,891
 Total Assets Book Value                  562,175    462,843        357,893       191,508      134,195        87,336
 Total Assets Market
 Value                                    564,389    466,203        357,453       193,043      135,927        88,049

Sector Comparison:

TDI comparison with leading insurance Companies (based on Consolidated audited accounts of
2010)
Sector Benchmarking                                  AICL            EFUG         IGIIL       NJICL         TDI
Year End                                         31-Dec-10         31-Dec-10    31-Dec-10    31-Dec-10    31-Dec-10
Earning Per Share (Rs)               A                      5.05       (3.31)         8.63        4.55         (0.58)
Book Value Per Share (Rs)             B                 90.32          76.73       119.35        29.06            6.31
Market Price Per Share (Rs)*         C                  67.70          37.50         71.00       58.45         10.00
Price Earning Ratio (x)              C/A                13.41         (11.34)         8.23       12.84        (17.21)
Price to Book Value (x)              C/B                    0.75        0.49          0.59        2.01            1.59
*Market Price as at 13th June 2011




                                                             30
Prospectus




                                            PART 4

4     UNDERWRITING, COMMISSIONS, BROKERAGE AND OTHER EXPENSES

4.1   UNDERWRITING

      Book Building Portion

      AKD Securities Limited has been mandated to act as the Lead Manager, Arranger &
      Book Runners to the Issue. The Book Runners shall underwrite the Book Building
      Portion of the Issue of 10,000,000 ordinary shares within two (2) working days of the
      closing of the bidding period as required under clause 5 of Appendix 4 of the listing
      regulations of the Karachi Stock Exchange at the strike price determined through the
      book building process.

      In the opinion of the Directors, the resources of the Underwriter are sufficient to
      discharge its underwriting obligations/commitments.

      Public Portion

      As required under clause 6 of Appendix 4 of the listing regulations of the Karachi Stock
      Exchange, the Public Portion of the Issue of 5,000,000 ordinary shares will be
      underwritten as follows:

         Name of Underwriter         Number of Shares Underwritten            Amount (PkR)




4.2   UNDERWRITING COMMISSION

      The underwriter will be paid an underwriting commission at the rate of 0.35% on the amount
      of Book Building portion underwritten by the Book Runner.

      In addition to the underwriting commission, the BR will be paid a take up commission at the
      rate of 1% of the amount taken up.

      The commission to be paid to the underwriters for underwriting the public portion is
      1% whereas the take up commission is 1%.


                                               31
Prospectus

4.3   BUY BACK/REPURCHASE AGREEMENT

      THE UNDERWRITERS HAVE NOT ENTERED INTO ANY BUY BACK/RE-PURCHASE
      AGREEMENT WITH THE COMPANY OR ANY OTHER PERSON IN RESPECT OF THIS
      PUBLIC ISSUE.

      ALSO, NEITHER THE COMPANY NOR ANY OF ITS ASSOCIATES HAVE ENTERED INTO
      ANY BUY BACK/REPURCHASE AGREEMENT WITH THE UNDERWRITERS OR THEIR
      ASSOCIATES. THE COMPANY AND ITS ASSOCIATES SHALL NOT BUY-
      BACK/REPURCHASE SHARES FROM THE UNDERWRITERS AND THEIR ASSOCIATES.




4.4   COMMISSION TO THE BANKERS TO THE ISSUE

      Commission at the rate of 0.25% - 0.50% of the amount collected on allotment in respect of
      successful applicants will be paid by the issuer to the Bankers to the issue for services to be
      rendered by them in connection with this Public Issue, plus out-of-pocket expenses, if any.

4.5   BROKERAGE
      For this Issue, brokerage shall be paid to the members of KSE, LSE and ISE at the rate of
      1.0% of the value of shares (including premium) (if any) actually sold through them. No
      brokerage shall be payable in respect of shares taken up by the Underwriters by virtue of their
      underwriting commitments.

4.6 ESTIMATED EXPENSES OF THE ISSUE

      The expenses of this issue are estimated not to exceed PkR 10,765,000 as mentioned below:

Expense                                                             Rate            Amount (PkR)
Underwriting Commission – Book Building                            0.35%                  350,000
Underwriting Commission – General Public                           1.00%                  500,000
Take up Commission                                                 1.00%                1,500,000
Bankers to the issue Commission including out of pocket            0.50%                  550,000
Brokerage to Members of the Stock Exchange                         1.00%                1,500,000
Lead Manager Fee (Advisory & Arrangement)                                               2,000,000
Book Runner Fee                                                                           500,000
Printing, Publication and notice Costs(Base on Issue)                                   1,000,000
KSE Fees and Listing Charges                                                              622,500
KSE Software Charges                                                                      500,000
CDC Annual Fees for Eligible Security                                                       67,500
CDC Fresh Issue Fees                                                                      150,000
SECP Application and Processing Fee                                                         50,000
Legal & Professional Fees                                                                 500,000
Balloting Agent                                                                           225,000
Miscellaneous Cost                                                                        750,000
TOTAL                                                                                  10,765,000




                                                 32
Prospectus




             33
Prospectus

                                              PART 5

5.1   OVERVIEW, HISTORY AND PROSPECTS

TPL Direct Insurance Ltd (TDI) was launched in 2005, when TPL Trakker Ltd (sponsor of TDI)
acquired Jupiter Insurance Company Limited. The company has registration issued by SECP in
2001. Furthermore, according to the Sub Section 9 of Section 7 of the Insurance Ordinance 2000
{Duration and revocation of Registration} “Registration under this Ordinance to carry on insurance
business shall continue until it is revoked.” Therefore, certificate of registration issued by SECP in
2001 stands valid unless revoked. TDI is the first direct insurance company in Pakistan that differs
with conventional companies by offering 24 hour claims and underwriting services through a team
of highly skilled Call Centre officials, pioneering the concept of web based services to allow
customers to interact and retrieve progress of their insurance policies and claims. Underwriting
services includes providing premium quotations and explaining the various products of motor,
travel and healthcare to the inbound call customers. TDI offers fair and equitable premium rates that
are determined on the basis of risk profiling done by the leading firm of actuaries. The Company
has the fastest claim settlement and processing time and possesses a strong in-house risk inspection
and survey capability and therefore maintains the lowest claims processing and settlement time in
the entire industry – 60 seconds claims lodging, 45 minutes claim processing and 7 days claims
settlement. It has strong rapport with the 3S dealers (authorized by the manufactures as dealers for
sales, services and spare parts) and workshops that ensures quality and timely repairs.

TDI started its operations with a focused approach towards increasing its business, initially focusing
on niches where it has an advantage. The car insurance sector provides excellent synergies with its
parent entity, providing a clear advantage to the Company in this sector. This strategy coupled with
the growth prospects of the car insurance sector allowed the Company to accumulate critical mass.
The Company employs an actuarial based risk profiling mechanism for developing customized rates
for every customer. This not only helps the Company in arriving at a judicious quote but also allows
it to have a much better understanding of the quality of risk being acquired. The use of tracking
device as mandatory for most of the current products allows the Company to have one of the lowest
vehicle theft-related claims in the industry.

The insurance industry is predominantly agency based. The agents are the main source of business.
TDI took a bold step by launching a direct company. This is cost effective as well as allows the
company to have a direct rapport with the customer.

TPL Direct Insurance Limited was incorporated by acquiring Jupiter Insurance Company in the year
2005. Jupiter Insurance Company Ltd was incorporated in 1992 with a paid up capital of Rs.0.5m. It
commenced its business operations effective 1994 and recorded premium of Rs. 0.5m. Upto 2003
the capital was raised to Rs.50m but gross premium remained low at Rs.46.5m. In 2004 the capital
was raised to Rs.80m but premium declined to Rs.0.1m. From 1992 through the date of acquisition
by Jupiter Insurance recorded post tax losses except in the year 2000 with Rs.0.2m. In 2005 the
company ceased to underwrite business owing to losses.

TDI after taking over the operations in 2005 achieved a gross premium of Rs.23m which rose to
409m in 2010. Capital injection after the takeover of Jupiter’s operations was made at Rs.220m till
December 2010.

Post acquisition, TDI recorded profits in the year 2007, 2008 and 2009 at Rs.34m, 1.8m and 1.9
respectively. In 2010 the losses were attributable to unprecedented increase in the claims due to
theft off vehicles and the effect of change in the accounting policy of recording the burning cost on
reinsurance treaties.




                                                 34
Prospectus

5.2       VISION & MISSION

TDI aims to be the top class service and product provider and take an eminent position in the
general insurance market. It will seize opportunities for profitable growth to generate value for the
stakeholders. TDI will also strive to achieve the above by:

      •   Introducing the concept of direct insurance through call centre, internet and web based service.
      •   Prudent underwriting practices with effective risk management.
      •   Creating synergy and market niche through the groups’ customer base.
      •   High level intake of insurance professionals.
      •   Settling claims fairly and with promptitude.
      •   Effective treasury and fund management.

TDI is dedicated to providing insurance products that offer security, quality and protection to the
customers and give them a complete peace of mind through fast settlement of claims. TDI to uphold
the fastest claims benchmark by providing 24 hour services with 60 seconds claims lodging, 45
minutes claims processing and settlements within 7 days. TDI to continuously strive to develop skill
and ability to exceed customers’ expectations.

5.3       DIRECT INSURANCE CONCEPT WITH VALUE ADDITIONS

The direct insurance concept offers the customers to interact directly with the company for buying
the insurance policy or lodging of claims. This eliminates the need for the insurance broker or agent
that is a common trait in the insurance market. Further the direct operation also facilitates the
customer to get insurance quotes then and there, whether by calling at the Call Centre or the
underwriters directly.

Direct insurance goes hand in hand with personal lines insurance and after establishing success
metrics with the auto insurance products, TDI now moving to other personal lines products viz.
Healthcare, Travel, Home and Bancassurance.

Value Added Services for TDI Customers

TDI promotes Innovation and strives for service excellence. TDI has engineered certain value added
services that are not offered by any other insurance company in Pakistan. The unprecedented
services include, where applicable:

Free Usage of C Track Facility

As a part of risk management and also to render safety of the customers, TDI installs C Track Unit
in the insured vehicles that are under 3 years old. The service is free of any charge or annual
monitoring fees. TDI has chosen its parent company i.e. TPL Trakker Ltd to be the service and
product provider as they are the best and largest tracking company in Pakistan.

24 Hour Call Centre

TDI is the first insurance company to have launched a 24 hour Call Centre manned by highly
trained insurance officials. This is outsourced to TRG who were the pioneers in introducing the Call
Centre industry in Pakistan. The Call Centre is fully equipped to handle sales, conduct outbound
calls, fastest and easiest claims recording, and arrangement for emergency services in Karachi for
free tow and ambulance services.

Instant Survey Capability



                                                   35
Prospectus
TDI has its own team of highly skilled in-house surveyors that renders instant inspections and
surveys, whilst other insurance companies heavily rely on third party surveyors. TDI therefore
registers fastest claims processing and settlement capability.

Authorized Workshops

All authorized workshop commonly known as 3S (dealers for sales, service and spare parts) by the
leading vehicle manufacturers are TDI’s business partners. This gives TDI’s customers a priority
treatment in the vehicle repairs and the company ensures proper repairs with replacement of genuine
parts, if any.

Free EVAC Membership (for Karachi)

TDI has recently introduced value added service by providing Road Side Assistance through its
wholly owned subsidiary EVAC Pakistan (Pvt) Ltd. This service includes roadside assistance in the
event of an Accident, Mechanical Breakdown, Flat Tyre or Vehicle Running out of Petrol. EVAC
offers mobile workshop and tow service.




Free Ambulance Service (for Karachi)

TDI provides free ambulance service to its customers in the event of Medical Emergencies. The
ambulances are owned by TDI and are equipped with state of the art life saving equipments, highly
trained doctors and paramedics. This offers hospital facilities equivalent to an ICU.

5.4     BUSINESS OVERVIEW

Being a direct company TDI is focused on personal lines of business. TDI’s current portfolio is
predominantly motor insurance business and all its current product offerings are tailored to service
this sub segment of non life insurance sector. The Motor portfolio of the industry for 2009 stands at
Rs. 9.5 billion which is 28% of the non-life industry premium. TDI shares 4.3% of the industry’s
motor premium. The break-up of revenue is given below:

 Premium 2010           Gross              ASC           Total Premium Underwritten      Percentage
 Motor               390,118,726        17,836,673               407,955,399              99.81%
 Travel                712,226            35,611                   747,837                 0.18%
 Household              27,510             1,965                    29,475                 0.01%
 Total               390,858,462        17,874,249               408,732,711              100.00%

The motor insurance sector provides an advantage to TDI as its parent entity is the largest car
tracking service provider in Pakistan. The differentiated services provided by TPL Direct are based
in its ability to effectively utilize the database of TPL Trakker Limited to customize the rates it can
offer to various customers. The Company has an actuarial based risk assessment mechanism which
allows TDI to offer customized rates as opposed to flat rates that are quoted by other insurers.

TDI provides each customer with customized insurance rates that are based on the drivers’ historical
information and their vehicle profile. If the customer is a good driver and possess a clean driving
history, TDI will not charge a flat rate of premium as others do, rather it provides the prospective
customer reduced premium rates, as it can evaluate a potential customer on parameters different
from the ones used by the industry.




                                                  36
Prospectus
With great success of Motor insurance, TDI now aims to diversify its products range. In this
direction, Healthcare and Travel Insurance have already been launched in 2010 and plans are
underway to introduce Home insurance and Bancassurance in 2011.

5.5     PRODUCTS

TDI is a progressive insurer with reputation for creating better ways to understand customers’
needs. Many new products were introduced in the Auto insurance these are detailed below:

TDI Auto Direct offers wide range of auto insurance solution especially tailored for safety of
vehicle and family. TDI Home Direct Insurance is designed to give comfort and peace of mind.
Home Direct plan provides wide range of insurance packages covering fire to the personal property,
with household items, furniture, fixture and other valuables.TDI Travel Direct provides most
affordable comprehensive travel insurance packages that will make the trip hassle-free. With just
one phone call, TDI provides a complete range of products directly at doorstep. TDI also offers
multiple Bancassurance Direct options.

5.5.1   Auto Direct

TDI’s Auto Direct offers wide range of auto insurance products as set-forth below:

        i) Comprehensive Insurance:

         This product covers vehicle on a comprehensive basis, covering damage, theft and third
         party. This product offers free usage of C-Track Secure with no additional charge of
         Annual Monitoring fee, and offers free use of Ambulance and EVAC services.

        ii) Comprehensive Insurance for used vehicles:
           This product is specially tailored for 3 years or above old vehicles (excluding 4X4 &
           imported vehicles) with comprehensive cover at low rates. This product carries special
           offer of Depreciation waiver on the first claim on parts applicable on the first claim.

        iii) Self Insurance:
            This is comprehensive policy under which the customer assumes the claim if any upto
            PkR.10,000 and avails discount upto 25% of the gross premium. Safe drivers and those
            who use their vehicles sparingly can take advantage of Self Insurance.

        iv) Executive Cover for vehicles having tracking device already installed:
           This is comprehensive policy designed exclusively for existing Trakker customers with
           “C-track” already installed in their vehicles. Such customers can get refund/adjustment /
           discount of Annual Monitoring.

        v) 3T Insurance:
           The most affordable way to get auto insured at the lowest premium rates. The triple
           covers include Theft cover, Third Party Insurance and Free usage of C-Track Secure
           services.

        vi) TDI – Senior Citizens:
            TDI values senior citizens between (age group of 60 to 75 years) and offer special
            discount of 20%. Option of any of the auto product can be taken, where applicable.

        vii) TDI – Lady Drivers (Comprehensive Policy for Working Women) Lady Drivers:
             This product is designed especially for working women in recognition of their
             invaluable contribution to our economy and society. TDI offers 15% discount on the
             auto products, where applicable.



                                                37
Prospectus
5.5.2 TDI's Home Direct

It caters for protection of home from the peril of fire and burglary. Home Direct Plan provides wide
range of packages for every person. Cover offered from Rs.0.5m to Rs.20m.

5.5.3      Cash and Jewellery Insurance

TDI offers three packages namely Silver, Gold and Platinum that provides burglary, fire,
atmospheric damage and snatch of cash and jewellery in the house as well as outside the premises.
The cover ranges from Rs.350,000 to 1,000,000 with limits set forth for snatch cover outside the
premises.

5.5.4      Bancassurance Direct

      i)   Secure Wallet Plan:
           Secure Wallet Plan is a valuable insurance protection scheme. It is specifically designed for
           customers holding Credit Cards to cater for unforeseen eventualities such as:

      •    Loss or theft of credit card(s)
      •    Loss or theft of keys and identification papers
      •    Death or disability (due to theft/robbery)
      •    ATM Cash Withdrawal Cover (due to theft/robbery)

      ii) ATM Cash Withdrawal:
          The insurance plan covers financial losses, damages and claims arising due to snatching and
          robbery of cash withdrawn from any ATM, within the vicinity.

      iii) Credit Personal Accident Plan:
           Provides insurance coverage for credit card holders, in case of permanent total disability or
           accidental death of the Insured Person.

      iv) Family Protection Plan:
          This is a value added personal accident product which provides accidental death, temporary
          and permanent total disability and limited medical coverage to bank’s account holders.

      v) Purchase Protection Plan
         When a Card member charges a covered purchase with his or her card account, the
         Purchase Protection Plan protects that item for 60 days from the date of purchase if it is
         stolen or accidentally damaged including vandalism.

5.6        KEY SUCCESS, STRENGTHS AND ACHIEVEMENTS

TDI success is mainly attributed to the great media policy, product innovation, high level of
promptitude in settlement of claims, round the clock claims and underwriting services and useful
value additions. The partnership with auto dealers and financial institutions has made it possible for
TDI to secure highest growth in the industry since its inception.

TDI has an established network of showrooms with which they have good working relationships.
These showrooms referred to as Trakker Business Partners (TBP), are the leaders in the sales of
Honda and Toyota cars in the country. These aspects provide a very strong marketing and sales base
for TDI.

TDI has set up a call center, which helps customers in getting services round the clock, 7 days a
week. It is the first direct insurance company providing 100% of its services through one phone call.
The claim is processed within 45 minutes and the car’s loss estimate is forwarded within 48 hours


                                                    38
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of time thus providing a quick turnaround time compared to the conventional system of the industry
which goes on for weeks.

Motor insurance companies commonly use a combination of parameters like use, cover, age of
policy holder etc. Given the type of data Trakker captures, it will base its pricing on other
parameters which insurance companies in the industry do not have access to, such as annual
mileage, driving proficiency, moral hazards etc. This detailed level of rating enables the company to
quote lower premiums in low risk cases compared to the average premiums being charged by other
companies and vice versa.

5.7       STRENGTHS & ACHIEVEMENTS
      •    First direct insurance company of Pakistan with over 14,000 customers.
      •    First company to launch insurance cover with free usage of C-track.
      •    First company to have 24 hour service manned by highly qualified Call Centre outsourced
           to TRG.
      •    First company to launch the Web Based policy
      •    First company to launch policy that covers Theft and Third Party Liability commonly
           known as 3T policy.
      •    Fastest claim processing time in the industry i.e. 60 seconds claims lodging, 45 minutes
           processing and settlements within 7 days.
      •    Only company in Pakistan using Risk Profiling specially developed by Actuaries Sidat
           Hyder for premium rating.
      •    New motor products introduced in the market
      •    Big financial institutions have reposed trust in TDI and have joint label agreements for
           providing cover to the customers of Dubai Islamic Bank, Standard Chartered Bank and
           United Bank Ltd.
      •    TDI is consecutively being conferred with the Brands of the Year Award for best vehicle
           insurance company since 2007 by The Exhibitor with support from FPCCI, PSQCA
           (Ministry of Science & Technology) and other bodies.
      •    Highest growth rate in the industry for the past three years.
      •    One of the lowest claims ratio at around 40%
      •    Credit period remarkably at lowest < 10 days
      •    A- rating by PACRA
      •    Overseas Reinsurance with A rated companies.
      •    Most comprehensive MIS and Actuarial analysis done for premium pricing.

5.8        SOUND SPONSORS

TPL Trakker Ltd. is the parent corporation of TPL Direct Insurance Ltd. It was incorporated in
September 1998, with principal activity of vehicle tracking and fleet management. The Company
entered into a joint venture agreement with South Africa’s Multinational DigiCore Holdings in
1998, with a 30% shareholding in TPL Trakker Ltd. DigiCore has been successfully offering
satellite-based tracking solutions in Africa, Australia, Europe as well as Asia, and enjoys market
leadership status in these continents since 1978.

TPL Trakker Ltd launched its operations in Pakistan in the year 2000. The Company is servicing
more than 100,000 customers and has an unmatched record of recovering more than 3,582
stolen/snatched vehicles.

TPL Trakker Ltd is Pakistan’s number one Satellite Vehicle Tracking Company in terms of market
share, corporate profile and branding. The brand C Track is so strong that it has become the generic


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name for Vehicle Tracking System (VTS) in Pakistan. The Company enjoys a near monopoly
situation and is way ahead of its competitors in terms of market share, size, countrywide presence
and product portfolio. TPL Trakker Ltd is not only dominant in domestic market, but has made
significant inroads into the Gulf and other neighboring countries.

With its head office in Karachi and branch offices in Lahore, Islamabad / Rawalpindi, Faisalabad &
Multan, Sialkot, Gujranwala & Peshawar, TPL Trakker Ltd is providing car tracking services to
320+ cities all over Pakistan. The Company currently has staff strength of over 520 personnel.
Following diagram shows the major events of Company’s history since its inception in 1998.

TPL Trakker Limited is holding 99.9% shares in TDI. Its corporate profile is as per below:

      •   TPL Trakker Limited is a joint venture with DigiCore of South Africa and responsible for
          markets in the Middle East & South Asian (MESA) region with 100,000 units installed.
          Globally C-track installed in 340,000 vehicles in 32 countries and 4 continents.
      •   It is Pakistan’s first and region’s largest vehicle tracking 1 and fleet management service
          provider and has established its notable presence in the market and remains the emphatic
          market leader today despite the presence of many competitors.
      •   Business is to supply superior GPS, GSM & Satellite Mobile Asset Tracking, Management
          and Information Solutions.


      •   Work in partnership with our customers to develop solutions that deliver measurable
          business and operational benefits by providing total visibility and control of mobile assets
          and work forces.
      •   C-track is a 3-in-1 tracking system comprising of an onboard computer, a GPS location
          device and a vehicle communication unit, GSM or Satellite based, which is linked back to
          C-track’s proprietary base station software allowing data on precise location and status of
          all vehicles at will.
      •   The information is presented graphically in real-time down to street and even house number
          level using scalable, on-screen maps. Completing the picture, a full suite of management
          reports is provided to support quicker, better-informed decision-making.
      •   Truly a regional turnkey company providing tracking units, software, operation know how,
          deployment, data evaluation, consultancy and project management.
      •   Broadest product range meeting various performance parameters and price ranges.
      •   GPS satellite tracking for security, safety and peace of mind for car owners, both for single
          cars or a fleet of hundreds, with unique product features for customers built on Innovation,
          Technology and Performance.
      •   State-of-the-art fleet management services helps customers to professionally manage
          important details thereby, increasing efficiency and decreasing maintenance costs.
      •   Branches nationwide with modern and well equipped installation centers at Karachi,
          Lahore, Islamabad, Faisalabad, Multan, Gujranwala and Hyderabad with a monthly
          capacity in access of 3,000 units.
      •   The only tracking company to be assigned a long term financial status rating of A- (Single
          A Minus) by Pakistan Credit Rating Agency Limited (PACRA), which denotes a low
          expectation of credit risk and a strong capacity for timely payment of financial
          commitments.
      •   More than 500 employees nationwide with highly qualified and experienced Management
          Team.


1
    www.tpltrakker.com/AboutTrakker/about_us


                                                   40
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   • Trakker went International in 2005, by forming Trakker Middle East LLC the GCC region
       and now operates in UAE and Qatar with plans to launch Oman, Kuwait and Jordan.
   • Trakker Nav, Pakistan’s first in-car navigation and entertainment system launched in 2007
       maintaining the reputation of being the first to introduce latest technology and innovative
       products. Cell phone version launched in 2009 with Mobilink under the brand Mobi Track
       offering turn by turn voice guided navigation developed in collaboration with deCarta and
       Appello.
   • Only company with a data centre capacity to handle over 150,000 tracking units through
       our full fledged communication HUB and 24-hour Control Room.
   • Brands of the Year winner in 2007 & 2008 in the "Vehicle Tracking & Security" category.
   • Industry accredited products meeting European (e4) and ISO standards.
5.9       REINSURANCE

As a part of risk management TDI has carefully designed its reinsurance arrangements with the
leading international reinsurers. The objective in reinsuring business is to cushion the Company’s
surplus and ameliorate fluctuations in periodic earnings. The per vehicle risk are capped to Rs.1.9m
and any excess is placed locally by way of facultative placement. The reinsurance treaty for the year
2010 has been signed to cover the following:

•     Motor excess of loss covering all direct business including co-insurance and reinsurance for
      motor business underwritten for own damage, third party, public liability and theft.



•     General excess loss covering burglary, theft, pilferage, personal accident, travel, plate glass,
      public liability, employers liability, neon sign, cash in transit, cash in safe, householders
      comprehensive and mobile phones.
•     The reinsurers are:
         Malaysian National Reinsurance                   45%
         Best Reinsurance                                 20%
         Pakistan Reinsurance Company Ltd.                35%

Malaysian National Reinsurance and Best Reinsurance are “A” rated insurers.

5.10      UNDERWRITING RISK PROFILING

TDI’s motor portfolio for risk profiling is analyzed as under. As highlighted in the pie-chart Toyota
has the largest share of the vehicle insured by TDI followed by Suzuki and Honda:




                                                  41
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In addition to the above TDI conducts regular review of portfolios vis a vis claims for determining
the premium pricing. These include analysis like; make and model wise, gender wise, city wise
exposures, driving pattern, parking, colour and age of drivers.

5.11 THE INSURANCE SECTOR

    •   Global Overview

Risk management is now considered to be of paramount importance. As a part of risk management
whether it’s a company, individual or any corporation there is a need to enforce a contingency plan
to overcome accident losses. And insurance companies play pivotal role in sustaining businesses in
the hour of need. Insurance is all about risk management primarily to hedge against a contingent
loss. The role of the insurance sector is significant in promoting the stability of the overall
macroeconomic environment by providing a mitigant against uncertainty to economic agents by an
equitable transfer of risk, in exchange for a premium.

Global insurance premium contracted by 1.1% to $4,066bn in 2009. Global economy witnessed its
deepest recession since 1930’s as world GDP shrank by 1.9%. The industrialized countries were
severely affected across the board. However, many countries insurance industry grew faster than the
GDP growth that shows robustness of the industry. Credit and stock markets around the world
rebounded from their lows in first quarter of March 2009 that improved profitability of insurance


companies. During the recent financial crises, non-life premium was not impacted. Despite losses
on investments, insurers had enough capacity to meet the demand.

Pakistan stands at 62th position out of 88 countries with a meagre share of 0.03% of the global
premium, whilst India takes 12th position with 1.6% share.

Insurance density and penetration are two key ratios that measure the strength of the insurance
industry of a country. Insurance density is reckoned as ratio of premium to population and
highlights per person premium. The leading countries with high density are: Netherlands at $6,554,
Switzerland $6,257 and Denmark $5,529. USA stands at 10th position with $3,710 density. Pakistan
is placed at 86th position only ahead of Bangladesh and Nigeria.

    •   Pakistan Market

Insurance business in Pakistan is categorized under three sub-sectors: non-life insurance, life and
takaful. Currently there are 44 insurance companies out of which 31 companies provide non-life


                                                 42
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insurance and 5 offers life insurance services and 5 provides takaful life and non life. There are
three insurers in the public sector namely, State Life, National Insurance Company and Pakistan
Reinsurance Company. The industry growth is pretty decent at 28% and 12% for 2008 and 2009
respectively. The major growth is registered in the life sector with State Life getting lion’s share of
Rs.28.4b at 67.8% of total life business.

Non-life private sector has been rendering robust results for the past many years both in terms of
underwriting balance and pre-tax profit as summarized below:
Non-Life Industry Profitability
           Rs. in millions               Underwriting Profit                  Pre-tax Profit
                2003                      1,596                              3,499
                2004                      2,209                              3,919
                2005                      1,954                              4,862
                2006                      2,270                             14,477
                2007                         607                            33,794
                2008                      2,282                             (4,669)
                2009                      2,668                              4,168

(Excluding National Insurance Corp.) 1



Insurance companies are consistent in rendering positive underwriting balance. This is rare and
most the companies internationally make profits through investment income. The sudden increase in
pre-tax profit in the year 2007 and loss in 2008 came from capital gains/losses from stock market
securities held by the non-life insurance companies. This particular level of profitability cannot be
sustained due to the volatile nature of stock markets.

The non-life premium excluding the state organization NIC stands at 34.7bn and Fire account for
major share followed by Motor. Motor premium share was the highest previously, but the drop in
leasing business and selective financing by the financial institutions resulted in decrease in share by
about 10%. However, Motor account becomes the largest class when reviewed in terms of net
business that is retained in Pakistan. Motor constitutes about 50% of the industry premiums retained
in Pakistan.
Non-Life Key Industry Figures
                             Rs.in bn                2009 (September 2011)
Paid up Capital                                                     11.6
Equity                                                              52.7
Investments                                                         59.6
Assets                                                              106.0

(excluding National Insurance Corp.) 2




The non life insurance industry mainly comprise of top three players sharing 65% of the business,
whilst top five companies share 71%.

5.12           FUTURE PROSPECTS

TDI has immense growth potential. The brand name is well established and known in the market.
Sales are channeled through a combination of business partners, banks and financial institutions, in-
house sales team and the call centre agents. The branch network is adequate to reach customers
where demographics are well spread. TDI’s is known for innovation and many new motor insurance
products were introduced in the market. After great success in the auto insurance TDI is now
targeting other personal lines business viz. healthcare, travel, home and bancassurance. Auto sector

1
    Insurance Association of Pakistan
2
     Insurance Association of Pakistan



                                                               43
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is promising and the market potential is about Rs.11b and TDI continues to increase its share every
year. Other personal lines business also offer great opportunity in the travel, health, home and
bancassurance products and TDI aims to tap this segment aggressively.

Given the lowest insurance penetration and density in the country, efforts are underway to tap the
micro insurance sector that includes crop insurance, health and third party motor insurance. For
motor insurance, the government is gradually introducing a standard compensation scheme to
replace bogus third-party motor insurance policies in the country. Under the proposed scheme,
motor vehicle registration offices will issue a certificate of insurance and also collect the premium.
A motor vehicle third-party insurance scheme certificate would be issued under a policy,
underwritten by one or more registered insurers, which would be tendered annually by provincial
governments. The claims of motor vehicle third-party liability insurance would be paid directly by
the insurance companies to the claimants. Khyber Pakhtunkhwa is first to announce third party
insurance cover for all vehicles plying in this region.

5.13     STRATEGY

TDI plans to stay one step ahead of its competition by offering the products and services the
customer wants, when and how they want them. It's the philosophy that has earned the Trakker
Group a successful and respectable name in Pakistan. The same value is being instilled into the
Group’s insurance company.

TDI aims to make a country wide appearance in the near future. The services are already available
in Karachi, Islamabad, Lahore, Multan, Faisalabad and Hyderabad. TDI plans to open up few more
branches in cities like Sialkot and Gujranwala.

TDI has launched Travel and Health Insurance in 2010. TDI aims to launch Home and
Bancassurance in 2011.

5. 14    RISKS FACTORS

5.14.1   Company-Specific Risks

Risk associated with failure to provide competitive products, provide efficient business processes
and systems and support services which will ensure that the insurance business is run prudently and
efficiently.

Mitigant

TDI will go about assessing, evaluating and checking the needs of the stakeholders consistently to
keep the structure of the Company and the processes relevant and up to date.

5.14.2 Pricing Parameters

Need to be measured and refinements to the pricing standards need to be made as data relating to
the portfolio develops over time. Key parameters which need to be re-evaluated include “Theft
recovery rate”, “Overall loss ratio” and “Own damage rate”.

Mitigant

As the pricing parameters need to be re-measured and re-evaluated, TDI will follow these steps to
reduce the respective risk.

5.14.3 Reinsurance Risk




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Reinsurance ceded do not relieve the company from its obligation to policy holders and a result the
Company remain liable for the portion of outstanding claims reinsured to the extent that reinsurer
fails to meet the obligation under the reinsurance agreement.

Mitigant

To minimize its exposure to significant losses from reinsurer insolvencies, the Company evaluates
the financial condition of its reinsurers and monitors concentration of credit risk arising from similar
geographic regions, activities or economic characteristics of reinsurers.

5.14.4 Credit Risk

Credit risk is the risk, which arises with the possibility that one party to financial instrument will fail
to discharge its obligation and cause the other party to incur a financial loss. Concentration of credit
risk arises when a number of counterparties have a similar type of business activities. As a result,
any change in economic, political or other conditions would affect their ability to meet contractual
obligations in a similar manner.

Mitigant

The Company is exposed to credit risk on premiums receivable from customers and for commission
and claim recoveries from reinsurers. The management monitors exposures to credit risk through
regular review of credit exposure and prudent estimates of provisions for doubtful receivables.

5.14.5 Regulatory Risks

Changes in the regulatory framework can greatly influence the performance of the Company.

Mitigant

Pakistan has witnessed a continued phase of economic growth, supported inter alia, by continuity in
investment & economic growth friendly policies. This regime is expected to continue and adverse
shift in the regulatory and policy framework is considered unlikely.




5.14.6 Economic Slowdown / Demand Risk

The growth of the insurance industry is heavily influenced by the macro-economic conditions
prevailing in the country and in the region. The performance of the industry is improved during an
economic up-turn and periods of slowing economic growth have a negative impact on the growth
prospects of the industry.

Mitigant

The growth prospects of the economy still remain strong despite the recent political and internal
security concerns in the country. The penetration level of the industry is still low compared to major
economies in the region and latent demand for insurance products is high which are expected to
keep the demand for insurance services at the higher end.


5.14.7 Market Risk




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Market risk is the risk that the value of financial instrument will fluctuate as a result of changes in
market prices, whether those changes are caused by factors specific to the individual security, or its
issuer, or factors affecting all securities traded in the market.

Mitigant

The company is exposed to market risk with respect to its investments. The company has limited
market risk by actively monitoring the key factors that affect stock market movements.

5.14.8 Under-Subscription Risk

The risk of the present issue getting under-subscribed on account of lack of investors interest.

Mitigation

Shares of TPL Direct Insurance Limited are fully underwritten by the underwriters, thereby the
under-subscription risk is covered.

5.14.9 Liquidity Risk

This is the risk that investors might face difficulty in selling the shares in the secondary markets

Mitigation

After the IPO, a sizeable portion of 32.6% of the post IPO-capital would be owned by outside
investors. Since the free float of the Company would be high therefore the liquidity risk in the
market will minimized.

Note: It is stated that all material risks factors, with respect to this issue, have been disclosed
and that nothing has been concealed.




                                                   46
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                                PART 6

6     FINANCIAL INFORMATION

6.1   AUDITOR’S REPORT UNDER SECTION 53 (1) READ WITH CLAUSE 28 OF
      SECTION 2 PART I OF THE SECOND SCHEDULE TO THE COMPANIES
      ORDINANCE, 1984, FOR THE PURPOSE OF INCLUSION IN THE PROSPECTUS
      OF TPL DIRECT INSURANCE LIMITED




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6.2   SHARE BREAK-UP VALUE CERTIFICATE:




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Management Note

The breakup value of shares of TDI based on the audited accounts for year ended 30th December
2010 is PKR 6.31.

However, the breakup value of TDI on the basis of the total paid up capital of PKR 460 million is
given as follows:

 Total Issued subscribed and paid up capital (Post IPO)                                        460,000,000
 Accumulated Losses                                                                           (114,493,402)
 Total Shareholder’s Equity Rupees (‘000s)                                                     345,506,598
 Number of Ordinary Shares                                                                      46,000,000
 Break-up value per share Rupees                                                                   7.51

6.3     SUMMARY FINANCIAL HIGHLIGHTS

      Balance Sheet       2006             2007                2008               2009              2010
 Total Equity            26,141,493      60,218,476         211,654,012      213,518,014          195,506,598
 Current Asset           64,252,018      90,699,595         194,826,006      191,882,949          289,109,779
 Fixed Asset             69,942,903     100,808,546         163,067,229      270,960,519          273,064,992
 Total Asset            134,194,921     191,508,141         357,893,235      462,843,468          562,174,771
 Total Liabilities      108,053,428     131,289,665         146,239,223      249,325,454          366,668,173
 Profit Before Tax     (23,818,659)      (1,155,723)         (4,675,787)      10,142,482         (12,374,756)
 Profit After Tax      (23,818,659)      34,076,983           1,847,616           1,864,002      (18,011,416)
 Accumulated
 Losses               (134,270,587,)   (100,193,604)        (98,345,938)     (96,481,986)       (114,493,402)

6.4     FINANCIAL RATIOS

                        FY06            FY07               FY08            FY09           FY10
  ROE                 -91.11%          56.59%          0.87%           0.87%             -9.21%
  ROA                 -17.75%          17.79%          0.52%           0.40%             -3.20%
  EPS (PkR)            (1.58)           2.12            0.06            0.06              (0.58)
  PER (x)                 -             4.71           167.78          166.31            (17.21)
  BVPS (PkR)            1.74            3.75            6.83            6.89               6.31




                                                       5
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6.5   Management Accounts

      The following is the Profit and Loss Account for the period ended 31st Mar 2011


                                         TPL DIRECT INSURANCE LIMITED
                                      PROFIT AND LOSS ACCOUNT (Unaudited)
                                      FOR THE YEAR ENDED MARCH 31, 2011



                                                                                       March 31,                March 31,
                                                Motor           Miscellaneous             2011                     2010
                                                 ------------------------------- (Rupees) -------------------------------
      Revenue account

      Net premium revenue                     103,856,507              56,947          103,913,454            70,735,824
      Net claims                              (43,502,609)             18,133          (43,484,476)          (33,617,241)
      Expenses                                (36,642,675)                -            (36,642,675)          (31,736,475)
      Net commission                          (10,462,379)           (109,381)         (10,571,760)           (7,001,114)
      Underwriting result                      13,248,844             (34,301)          13,214,543             (1,619,006)

      Investment (loss) / income                                                            601,096               394,521
      Other income                                                                        5,157,201             1,729,370
      General and administrative expenses                                                (9,160,669)           (7,934,119)
      Financial charges                                                                  (1,636,910)           (2,054,094)
                                                                                         (5,039,282)           (7,864,322)

      Loss before tax                                                                    8,175,261             (9,483,328)

      Taxation                                                                                   -                     -

      Loss after tax                                                                     8,175,261             (9,483,328)

      Profit and loss appropriation account

      Balance at the commencement of the year                                         (114,493,403)          (96,481,986)

      Profit after tax for the year                                                      8,175,261             (9,483,328)

      Balance of accumulated losses at the end of the year                            (106,318,142)         (105,965,314)



      Earnings per share-basic and diluted                                                      0.26                 (0.31)




                                                       6
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       The following is the Balance Sheet as at 31st Mar 2011


                                                             TPL DIRECT INSURANCE LIMITED
                                                                BALANCE SHEET (Unaudited)
                                                                    AS AT MARCH 31, 2011

                                                  March 31,          December 31,                                                   March 31,         December 31,
                                                     2011                 2010                                                          2011                2010
                                               --------------- (Rupees) ---------------                                          --------------- (Rupees) ---------------
Share capital and reserves                                                                Cash and bank deposits
                                                                                           Cash and other equivalent                      77,144                38,849
  Authorised share capital                       350,000,000            350,000,000        Current and other accounts                  6,789,186             4,219,934
                                                                                           Deposit with State Bank of Pakistan           400,000               400,000
  Paid-up share capital                          310,000,000            310,000,000                                                    7,266,330             4,658,783
  Accumulated losses                            (106,318,142)          (114,493,402)
TOTAL EQUITY                                     203,681,858            195,506,598       Loans to employees                            571,983               440,967
                                                                                          Investments                                33,847,935            33,847,935
                                                                                          Deferred tax asset                         33,398,571            33,398,571
Underwriting provisions
  Provision for outstanding claims                                                        Current assets - others
    (including IBNR)                              62,016,923             51,909,786        Premiums due but unpaid                   18,857,429            13,597,470
  Provision for unearned premium                 218,148,917            199,415,122        Amounts due from other
  Commission income unearned                         114,623                 26,386           insurers / reinsurers                    5,966,456               847,382
Total underwriting provisions                    280,280,463            251,351,294        Reinsurance recoveries
                                                                                              against outstanding claims              1,014,764             4,380,875
                                                                                           Accrued investment income                    200,000               789,041
Creditors and accruals                                                                     Taxation - payments less provision               -                     -
  Premium received in advance                       1,877,582             2,867,950        Deferred commission expense               23,216,406            21,401,063
  Amounts due to other insurers / reinsurers        8,864,953             8,247,357        Prepayments                              134,096,709           128,244,158
  Accrued expenses                                  3,004,615             2,086,084        Sundry receivables                        37,139,038            47,503,534
  Taxation - provision less payments                3,244,820             4,177,269                                                 220,490,802           216,763,523
  Other creditors and accruals                     72,302,711            53,452,060
                                                   89,294,681            70,830,720       Fixed Assets
Borrowings                                                                                  Tangible and Intangible assets
  Short term running finance                       40,614,756            37,273,225           Furniture and fixtures                    514,603               542,662
                                                                                              Office equipment                        2,597,786             2,732,125
Other liabilities                                                                             Motor vehicles                         11,413,920             9,969,010
  Obligation under finance leases                   5,890,285              7,212,934          Tracking devices                       91,507,719            96,365,924
                                                                                              Computer equipment                      1,405,567             1,705,853
                                                                                              Capital work-in-progress              216,098,386           160,998,386
                                                                                              Intangible                                648,441               751,032
TOTAL LIABILITIES                                416,080,185            366,668,173                                                 324,186,422           273,064,992

TOTAL EQUITY AND LIABILITIES                     619,762,043            562,174,771       TOTAL ASSETS                              619,762,043           562,174,771




                                                                              7
    Prospectus


                                            PART 7

7   MANAGEMENT

7.1 BOARD OF DIRECTORS OF THE COMPANY

                                                                 Nomination as Director in
     Name & Address                       Designation
                                                                    Other Companies
     Mr. Saad Nissar
     Address: House No. 72, 33rd
                                     Chief Executive Officer      EVAC Pakistan (Pvt) Ltd
     Street, Phase-V, DHA,
     Karachi
                                                               TPL Holdings (Private) Ltd
                                                               TPL Trakker Ltd
     Mr. Ali Jameel                                            TRG Pakistan Ltd
                                                               Trakker Energy (Pvt.) Ltd
     Address: House No. 79, 3rd
                                            Director           Habib Asset Management Ltd
     Street, Off Khyaban-e-Sehar,                              TPL Properties (Pvt) Ltd
     Phase-6, DHA, Karachi                                     TPL Security Services (Pvt) Ltd
                                                               TPL Financial Consultancy
                                                               (Pvt) Ltd
                                                               TPL Trakker Ltd
                                                               Razzaque Razno Trading (Pvt.)
     Mr. Jameel Yusuf
                                                               Ltd
     Address: House No. 37/1,          Chairman/Director
                                                               TPL Holdings (Pvt) Ltd
     Block-6, P.E.C.H.S, Karachi                               TPL Properties (Pvt) Ltd

     Mr. Adil Matcheswalla                                     JS Global Capital Limited
     Address: House No. F/71,                                  Fauji Akber Portia Marine
                                            Director
     Block-7, Kehkashan, Clifton,                              Terminals (Pvt.) Ltd.
     Karachi                                                   Speed (Pvt) Ltd
     Mrs. Rizwan Abbas
     Address: House No. F/4, Irfan                             PICIC Insurance Limited
                                            Director
     Arcade, 141/D, Block-2,                                   Sind Gas (Private) Ltd
     P.E.C.H.S, Karachi
     Mr. Mustafa Ali
     Address: House No. B-4,                                   TPL Properties Private Limited
                                            Director
     Batool Apartment, Block-2,                                TPL Trakker Limited
     P.E.C.H.S, Karachi
     Syed Kazim Hasan
     Address: House No. 72-B/1,
                                            Director              EVAC Pakistan (Pvt) Ltd
     Khayaban-e-Sehar, Phase 7,
     DHA, Karachi




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7.2 DIVIDEND PAYOUT BY LISTED COMPANIES

          None of the group companies are listed on the stock exchanges.

7.3 SALIENT FEATURES OF LEASE & SHORT TERM FINANCE

  Short Term Running Finance

  The Company has running finance facilities aggregating to Rs. 50 million (2009: Rs. 25 million)
  from certain banks at mark up rates ranging from 3 months KIBOR plus 2.1% per annum to 3
  months KIBOR plus 3.5% per annum (2009: 3 months KIBOR plus 2.1% per annum). The
  arrangements are secured against charge on C-Track units of the Company to the extent of Rs. 34
  million with a margin of 25%, first charge over book debts, receivables of the Company and
  personal guarantee of the Directors of the Company and is secured against first pari passu charge
  amounting to Rs. 36 million over present and future current and fixed assets of the Company. As at
  the year end the Company has utilized Rs. 37.27 million (2009: Rs. 24.46 million). At the year end,
  the mark-up rates charged by the banks ranged between 15.19% to 16.57% per annum.

  Lease

  The Company has entered into lease agreements with a bank for lease of vehicle and ambulances
  (2009: lease of a vehicle and ambulances). Lease rentals are payable in monthly installments. The
  financing have been obtained at mark-up rate of 18.31% per annum (2009: 18.31% per annum). At
  the end of lease term, the Company has the option to acquire the assets subject to adjustment of
  security deposit which it intends to exercise.

7.4 OVER DUE LOANS

  There are no overdue loans (local or foreign currency) on the Company or its Directors.

7.5 PROFILE OF DIRECTORS

  Mr. Jameel Yusuf – Chairman

  Mr. Jameel Yusuf Ahmed is a businessman by profession and is the chairman of TPL Holdings. He
  was the founder Chairman of Citizen-Police Liaison Committee (CPLC), and remained its
  Chairman from 1st September 1989 to 22nd March 2003. The CPLC was established by the Sindh
  Government after amending the Police Rules. It is a non-political statuary institution, operationally
  independent and managed by dedicated and concerned citizens offering their honorary services,
  invested with powers of Magistrate (Honorary) of the first class. Since its inception in 1989 it has
  made credible strides with envious achievements in assisting the victims of crime in the provision of
  justice and combating / detecting criminal cases successfully with the help of the community and
  access to modern scientific techniques.

  He is also the Director of Asia Crime Prevention Foundation (ACPF), Japan since 1997 and is the
  founding trustee of “PANAH” a shelter home established for women in distress within the Ida-Rieu

  premises, Karachi. Mr. Yusuf is a member, Advisory council Fellowship Fund for Pakistan (FFFP),
  Woodrow Wilson International Centre for Scholars (WWC) since 2004.

  Mr. Jameel was awarded Presidential Award “Sitar-e-Shujaat” for gallantry services on 14th August
  1992. He was nominated for the First United Nations Vienna Civil Society Award in 1999.

  Muhammad Ali Jameel – Director




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Mr. Ali Jameel is the CEO of TPL Trakker Ltd., Pakistan's first vehicle tracking Company. He is
also the Director of TRG Pakistan Limited. Formerly, Mr. Jameel was the Chief Executive of
Jahangir Siddiqui Investment Bank. He has also held several advisory posts in the Pakistan’s
information technology and telecommunication sectors, including appointments on the Task Force
on Telecom Deregulation, the Fiscal Incentives group on the IT Commission and the Task Force on
Venture Capital.

Mr. Jameel received his B.Sc. degree in Economics from the London School of Economics. He is
also an Associate Member of the Institute of Chartered Accountants in England & Wales and
qualified in 1994 at KPMG Peat Marwick in London.

Saad Nissar - CEO

Mr. Nissar is an experienced marketing professional. He joined TPL Trakker Limited in the year
2000 at its inception as National Sales Manager. Mr. Nissar has been instrumental in the setting up
and executing retail network nationwide, successful packaging and promoting of fleet management
and portfolio management services in the corporate sector and Financial Institution Group (FIG) of
Pakistan respectively. Mr. Nissar was appointed as Director of TDI effective July 2005 and he has
recently assumed the office of the CEO of the company. Mr. Nissar holds MBA degree from
Institute of Business Administration.

Syed Kazim Hasan – Chief Operating Officer/CFO

Mr. Kazim hasan is an experienced professional who has worked for more than 22 years with
multinational insurance companies operating in Pakistan. He managed the finance, human resource,
and information technology departments making them lean and more responsive to the customers’
needs. Mr. Hasan worked on many cross-functional assignments working with marketing,
underwriting and claims departments. He established effective system of internal controls and
assured that business processes remain effective. Mr. Kazim is an Associate Public Accountant with
an MBA degree in finance and also worked in PricewaterhouseCoopers (PWC) for 6 years. As a
part of continuing education he attended numerous courses and seminars conducted overseas on
Business Continuity, Economic Value Analysis and Management Development, etc. He also
contributed articles in Financial Times of UK.

Mr. Adil Matcheswala – Director

Mr. Adil Matcheswala serves as Chairman of JS Global Capital Limited. Mr. Matcheswalla joined
the JS Group in April 1993 and remained an employee till October 2001. During his 8 years with
the group he served in various capacities ranging from Head of Equity Operations, Head of Equity
Sales and as a member of various Committees ranging from technology, investments, special
projects and acquisitions. He is also on the board of Jahangir Siddiqui and Company Limited, Food
Basics (Private) Limited and Speed (Private) Limited.

At present he is the Chief Executive Officer of Speed (Private) Limited, a company he co-founded.
The Company’s scope of operations revolve around the retail and service industry and it is the
exclusive distributor and representative in Pakistan for brands like Nike, Tag Heuer, Dior, Fendi,

Oris SA, Timex Watches and HCA International Hospitals UK. He is an Alumni of Brown
University in Rhode Island, USA from where he obtained a degree in Economics.

Mr. Rizwan Abbas -Director

Mr. Rizwan Abbas is a Chartered Accountant and Cost & Management Accountant and posses
more 10 years of rich experience working for banks and financial institutions. After completion of
his four year training period with A.F. Ferguson & Co. (member firm of PriceWaterhouse Coopers)


                                                10
  Prospectus
  he worked for Standard Chartered as CFO and also worked for Al Faisal Investment Bank and
  National Bank of Pakistan as Head Investment banking. He is currently managing the operations of
  Sind Gas Pvt. Ltd.

  Mr. Rizwan has rich experience in negotiating and arranging syndicated and structured finance
  facilities for MNC and Local blue chips, in dept commercial, corporate and investment banking
  experience with focused on accounting, financial modeling, financial analysis, corporate valuation
  to evaluation of M&A proposals, credit risk analysis, capital structuring and long term debt / bond
  market.

  Mr. Mustafa Ali – Director

  Mr. Mustafa Ali is a qualified Cost and Management Accountant with over 10 years of experience
  in construction and automobile sector. He started his career in 1991 as Manager Finance &
  Administration in Baltistan Trading & Contracting Co. (Pvt.) Ltd. In 2000, he joined, Ghandhara
  Nissan Diesel Ltd. as Manager Finance before joining Trakker Group in 2001 as Finance Manager.
  Under his supervision, Trakker has maintained a sound financial position despite the multifaceted
  nature of its services. Currently he is serving as Vice President Finance in TPL Holdings.




7.6 NUMBER OF DIRECTORS

  Pursuant to Section 174 of the Ordinance, the number of directors of the Company shall not be less
  than seven (7). At present, the Company’s Board of Directors consists of seven directors including
  the Chief Executive.

7.7 QUALIFICATION OF DIRECTORS

  A director must be a member unless he is a person representing the Government or an institution or
  authority that is a member, or is a whole time working director who is an employee of the
  Company, or a Chief Executive or a person representing a creditor. In case of directors representing
  special interests holding shares of the requisite value, no such share qualification shall be required
  provided intimation in writing as to such representation is lodged with the Company within two
  months of the appointment of such directors.

7.8 APPOINTMENT/ ELECTION OF DIRECTORS

  The directors shall subject to the provision of Section 178 of the Ordinance fix the number of
  directors and the directors shall be elected by the members of the Company in General Meeting.

  The present directors of the Company were elected in the annual general meeting of the Company
  held on 30-4-2009. The next election of directors is due on or before 30-4-2012.

7.9 BENEFITS OF PROMOTERS AND OFFICERS DURING THE LAST TWO YEARS

  No amount or benefit has been paid or given within the last two years or is intended to be given to
  any promoter/ or officer of the Company otherwise than as remuneration for services rendered as
  wholetime executives of the Company.

7.10 REMUNERATION OF THE DIRECTORS

  The remuneration to be paid to the Directors for attending the meetings of the Directors or a
  committee of Directors shall be determined by the Board from time to time.


                                                   11
    Prospectus




 7.11 INTEREST OF DIRECTORS

    The directors may be deemed to be interested to the extent of fees payable to them for attending
    Board meetings. The directors performing whole time service to the Company may also be deemed
    interested in the remuneration payable to them from the Company. The directors may also be
    deemed to be interested, to the extent of any shares held by each of them in the Company and the
    dividends to be declared on their shareholding in the Company.

 7. 12 INTEREST OF DIRECTORS IN PROPERTY ACQUIRED BY THE COMPANY

    None of the Directors of the Company have or had any interest in any property acquired by the
    Company.

 7.13 VOTING RIGHTS

    The rights and privileges, including voting rights, attached to the ordinary shares of the company
    are equal.

 7.14 AUDIT COMMITTEE/CONSTITUTION OF AUDIT COMMITTEE

    Audit Committee of the Board has been formed to comply with the Code of Corporate Governance,
    which comprises of the following members:

                 Mr. Muhammad Ali Jameel
                 Mr. Rizwan Abbas
                 Mr. Saad Nissar

    The audit committee meeting shall be held on quarterly basis after the Company is listed on the
    Stock Exchange, as per provisions of the Code of Corporate Governance. The Committee has its
    terms of reference which were determined by the Board of Directors in accordance with the
    guidelines provided in the Listing Regulations.

7.15 INTERNAL AUDIT

    The board has setup an effective internal audit function managed by suitable qualified and
    experienced personnel who are conversant with the policies and procedures of the Company and are
    involved in the internal audit function on a full time basis.

7.16 BORROWING POWERS

    Subject to the provisions of the Ordinance, the Board of Directors may from time to time borrow
    any money for the purposes of the Company from its members or from any other person, firms,
    companies, corporations, Government Agencies, institutions or the directors may themselves lend
    moneys to the Company.

7.17 POWERS OF DIRECTORS

    The business of the Company shall be managed by the directors, who may pay all expenses incurred
    in promoting and registering the Company, and may exercise all such powers of the Company as are
    not by the Ordinance or any statutory modification thereof for time being in force, or by the Articles
    of Association, required to be exercised by the Company in General Meeting.


                                                     12
    Prospectus




7.18 INDEMNITY

    Subject to the provisions of the Ordinance every Director, Chief Executive, Managing Agents,
    Manager or other Officer or Servant of the Company shall be indemnified by the Company and it
    shall be the duty of the Directors to pay out of the funds of the Company all costs, losses and
    expenses which any such Director, Chief Executive, Managing Agents, Manager, Officer or Servant
    may incur or become liable to by reason of any contract entered into or act or thing done by him as
    such Director, Chief Executive, Managing Agents, Manager, Officer, or Servant or in any way in
    discharge of his duties including travelling expenses, and the amount for which such indemnity is
    provided shall immediately attach as lien to the property of the Company and have priority as
    between the members over all other claims.

7.19 INVESTMENTS IN ASSOCIATED COMPANIES

    1.   The Company has made an advance payment of Rs.159mn to A & A Associates towards
         booking of the office premises. The total cost of the premises is Rs.175.0mn for 14,417.16 sqft
         @ PkR 12,138.31.

    Furthermore an Annual General Meeting was held on April 29, 2011 and in the meeting it was
    resolved as under:

    2.     The Company may make investments, advance or loan to TPL Trakker Limited for the
           purchase of C-Track Units and payments of its monitoring fees subject to maximum amount
           of Rs. 250m. TPL Trakker Limited will ensure uninterrupted supply of C-Track Units and its
           monitoring services to the Company. The advance will be subjected to the following terms &
           conditions:
         a) The period of the investment will expire on May 31, 2016
         b) The mark-up will be charged equivalent to the borrowing cost of the Company on the
             outstanding balance. This markup will be revised / reviewed in case any change occurs in
             the borrowing cost of TDI.
         c) The company will recover additional 2.5% of the outstanding balance from the Parent
             Company in case the amount is not paid or Tracking units are not supplied to the Company.
         d) At least two Directors of TPL Trakker Limited will provide guarantee for the amount of
             investment.

    3.   A total equity investment in TPL Properties (Pvt) Limited (an associated company) of
         10,000,000 shares of Rs.10/- each aggregating to Rs.100,000,000/- be and is hereby approved
         and necessary formalities may be completed.

7.20 INVESTMENT IN SUBSIDIARIES

    TDI has made investment in EVAC Pakistan (Private) Limited of Rs.4m as at 31st December 2010.
    EVAC is fully owned subsidiary of TDI. No resolution is pending or passed for further investment.

7.21 REVALUATION OF ASSETS

    No revaluation of Fixed Assets is done by TDI in their financial statements.

7.22 CAPITALIZATION OF RESERVES

    The Company has not capitalized reserves by issuing any bonus shares.

                                                     13
Prospectus




                                                 PART 8

8         MISCELLANEOUS INFORMATION

8.1       REGISTERED OFFICE/CORPORATE OFFICE

          TPL Direct Insurance Limited
          39 – K Block 6 PECHS, Karachi
          Phone # 021- 4322555
          Fax # 021- 4322515

8.2       BANKERS TO THE ISSUE FOR BOOK BUILDING PORTION

           Faysal Bank Limited

8.3       BID COLLECTION CENTRE

          Karachi Office:

          AKD Securities Limited
          6th Floor, Continental Trade Centre,
          Block 8, Clifton, Karachi.
          Phone: 00-92-21-111-253-111

          Lahore Office:

          AKD Trade
          Room No. 512/513, 5th Floor,
          Lahore Stock Exchange Building, Lahore.
          Phone: 00-92-42-111-253-111

          Islamabad Office:

          AKD Trade
          303, 3rd Floor, ISE Tower
          Jinnah Avenue, Blue Area, Islamabad
          Phone: 00-92-51-111-253-111

8.4       BANKERS OF THE COMPANY

           Metropolitan Bank Limited
           Bank Al-Habib Limited
           Standard Chartered Bank Limited
           National Bank Limited
           United Bank Limited
           Dubai Islamic Bank Limited
           KASB Bank Limited

8.5       AUDITORS OF THE COMPANY

          KPMG Taseer Hadi & Co.


                                                    14
Prospectus
     Chartered Accountants
     Sheikh Sultan Trust Building No 2,
     Beaumont Road, Karachi

8.6       BANKERS TO THE ISSUE

           Habib Bank Limited
           United Bank Limited
           Bank Alfalah Limited
           MCB Bank Limited
           Habib Metropolitan Bank
           Soneri Bank Limited
           Faysal Bank Limited
           JS Bank Limited
           NIB Bank Limited
           Askari Bank Limited

8.7       LEGAL ADVISOR OF THE COMPANY

          Lari & Co. Advocates
          1206-07 Chapal Plaza
          Hasrat Mohani Road, Karachi
          Phone # 021-2411573
          Fax # 021 – 2421486

8.8       LEGAL ADVISOR TO THE ISSUE

          Mohsin Tayebaly & Co.
          2nd Floor Dine Centre, BC-4
          Block 9, Kehkashan, Clifton, Karachi.
          Phone: (021) – 3537 5658-59
          Fax: (021) – 3587 70240

8.9       LEAD MANAGER, ARRANGER AND BOOK RUNNER

          AKD Securities Limited
          6th Floor, Continental Trade Centre,
          Block 8, Clifton, Karachi.
          Phone: (021) – 111-253-253
          Fax:       (021) – 3586 7992
          www.akdsecurities.net

8.10 COMPUTER BALLOTER AND SHARES REGISTRAR

          THK Associates (Pvt.) Limited
          Ground Floor, State Life Building No.3
          Dr. Ziauddin Road Karachi
          Phone # 021- 111-000-322
          Fax # 021- 35655595.




                                                   15
Prospectus




8.11 MATERIAL CONTRACTS/DOCUMENTS

8.11.1 DETAILS OF SHORT TERM FINANCING FACILITIES



 TPL Direct Insurance Ltd
 Short Term Loans
 Quarter Ended On December 31, 2010

                                    Sanction         Availed
                       Facility      Limit           Amount            Mark Up Rate      Date

 Habib Metropolitan                                                   3 months KIBOR
       Bank               RF         25.00             16.3               + 2.10       15/08/2008


                                                                      3 months KIBOR
 KASB Bank Limited        RF         25.00             20.9           + 3.50           09/01/2010

8.11.2 RE-INSURANCE TREATY

 Company has two types of re-insurance arrangements:

       (1) Local Re-insurance, this arrangement is with EFU General Insurance and Security
           General Insurance Company and is based on case to case basis i.e., vehicle having
           value greater than PKR 1.9 million are placed under cessions. Further, for health care
           Company cede 50% of the premium to Asia Care Health and Life Insurance Co.

       (2) Excess of Loss Treaty with local and foreign Re-insurer.

       “Excess of Loss” treaty caters for TDI’s entire portfolio consisting of Motor and
       Miscellaneous. It consists of three layers.

              Motor

       1st Layer Limit: PKR 1 million with excess of PKR 1 million
       2nd Layer Limit: PKR 3.5 million with excess of PKR 2 million
       3rd Layer Limit: PKR 10 million with excess of PKR 5.5 million

              Miscellaneous

       1st Layer Limit: PKR 1.25 million with excess of PKR 0.75 million
       2nd Layer Limit: PKR 3.5 million with excess of PKR 2 million
       3rd Layer Limit: PKR 10 million with excess of PKR 5.5 million

       Excess of Loss Treaty is placed as under

       Malaysian – Re @45%
       A.M. Best Co. has assigned a financial strength rating of "A-" (Excellent)

       B.E.S.T. –Re @ 20%

                                                16
Prospectus
       A.M. Best Co. has affirmed the financial strength rating of "A-“ (Excellent)

        Pakistan Reinsurance Company @35%

8.11.3 UNDERWRITING AGREEMENTS


8.11.4 DUE DILIGENCE REPORTS BY THE UNDERWRITERS



8.12 INSPECTION OF DOCUMENTS AND CONTRACTS

       Copies of the Memorandum and Articles of Association, the audited financial statements, the
       Auditor’s Certificates, Information Memorandum and copies of agreements referred to in this
       Prospectus may be inspected during usual business hours on any working day at the
       registered office of the Company from the date of publication of this Prospectus until the
       closing of the subscription list.

8.13   LEGAL PROCEEDINGS

       There are no legal proceeding pending against the Company and the Company has not
       initiated any legal proceedings against any party or person.

8.14   MEMORANDUM OF ASSOCIATION

       The Memorandum of Association, inter alia, contains the objects for which the Company was
       incorporated and the business which the Company is authorized to undertake. A copy of the
       Memorandum of Association is annexed to this Prospectus and with every issue of the
       Prospectus except the one that is released in newspapers as advertisement.

8.15   FINANCIAL YEAR OF THE COMPANY

       The financial year of the Company commences from 1st day of January and ends on the 31st
       day of December each year.




                                                17
Prospectus



                                               PART 9

9       APPLICATION AND TRANSFER INSTRUCTIONS

9.1      GENERAL INSTRUCTIONS

9.1.1 Eligible investors include:

          a. Pakistani citizens resident in or outside Pakistan or Persons holding two nationalities
             including Pakistani nationality;
          b. Foreign Nationals whether living in or outside Pakistan
          c. Companies, bodies corporate or other legal entities incorporated or established in or
             outside Pakistan (to the extent permitted by their constitutive documents and existing
             regulations, as the case may be);
          d. Mutual Funds, Provident/pension/gratuity funds/trusts, (subject to the terms of the Trust
             Deed and existing regulations); and
          e. Branches in Pakistan of companies and bodies corporate incorporated outside Pakistan.

8.1.2     APPLICATION MUST BE MADE ON THE COMPANY’S PRINTED FORM

8.1.3     Copies of this Prospectus and applications forms can be obtained from members of Karachi
          Stock Exchange (Guarantee) Limited, Lahore Stock Exchange (Guarantee) Limited and
          Islamabad Stock Exchange (Guarantee) Limited, the Bankers to the issue and their
          Branches, the Lead Manager, Arranger & Book Runner, and the registered office of the
          Company. The Prospectus and the application form can also be downloaded from the
          following website: www.akdsecurities.net and www.tplinsurance.com

8.1.4     The applicants opting for scripless form of shares are required to complete the relevant
          sections of the application. In accordance with the provisions of the Central Depositories
          Act, 1997 and the CDCPL Regulations, credit of such shares is allowed ONLY in the
          applicant’s own CDC account. In case of discrepancy between the information provided in
          the application form and the information already held by CDS, the Company reserves the
          right to issue shares in physical form.

8.1.5     Name(s) and address(es) must be written in full block letters, in English and should not be
          abbreviated.

8.1.6     All applications must bear the name and signature corresponding with that recorded with
          the applicant's banker. In case of difference of signature with the bank and Computerized
          National Identity Card (CNIC) or National Identity Card for Overseas Pakistanis (NICOP)
          or Passport both the signatures should be affixed on the application form.

8.1.7     APPLICATIONS MADE BY INDIVIDUAL INVESTORS

        (i) In case of individual investors, an attested photocopy of CNIC (in case of Resident
            Pakistanis)/Passport (in case of Non-Resident Pakistanis) as the case may be, should be
            enclosed and the number of CNIC/Passport should be written against the name of the
            applicant. Copy of these documents can be attested by any Federal/Provincial
            Government Gazetted Officer, Councilor, Oath Commissioner or Head Master of High
            School or bank manager in the country of applicant's residence.

        (ii) Original CNIC/Passport, along with one attested photocopy, must be produced for
             verification to the banker to the issue and the applicant’s banker (if different from the

                                                  18
Prospectus
         banker to the issue) at the time of presenting the application. The attested photocopy will,
         after verification, be retained by the bank branch along with the application.

8.1.8     APPLICATIONS MADE BY INSTITUTIONAL INVESTORS

        (i) Applications     made     by    companies,     corporate      bodies,   mutual   funds,
            provident/pension/gratuity funds/trusts and other legal entities must be accompanied by
            an attested photocopy of their Memorandum and Articles of Association or equivalent
            instrument/document. Where applications are made by virtue of Power of Attorney, the
            same should also be submitted along with the application. Any Federal/Provincial
            Government Gazetted Officer, Councilor, Bank Manager, Oath Commissioner and Head
            Master of High School or bank manager in the country of applicant's residence can attest
            copies of such documents.

        (ii) Attested photocopies of the documents mentioned in 8(i) must be produced for
             verification to the banker to the issue and the applicant's banker (if different from the
             banker to the issue) at the time of presenting the application. The attested copies, will
             after verification, be retained by the bank branch along with the application.

9.1.9 Only one application will be accepted against each account, however, in case of joint account,
      one application may be submitted in the name of each joint account holder.

9.1.10 Joint application in the name of more than two persons will not be accepted. In case of joint
       application each applicant must sign the application form and submit attested copies of their
       CNICs/Passport. The Shares will be dispatched to the person whose name appears first on
       the application form while in case of CDS, it will be credited to the CDS account mentioned
       on the face of the form and where any amount is refundable, in whole or in part, the same
       will be refunded by cheque or other means by post, or through the bank where the
       application was submitted, to the person named first on the application form, without
       interest, profit or return. Please note that joint application will be considered as a single
       application for the purpose of allotment of Shares.

9.1.11 Subscription money must be paid by cheque drawn on applicant's own bank account or pay
       order/bank draft payable to one of the Bankers to the issue “Initial Public Offering of TPL
       Direct Insurance Limited” and crossed “A/C PAYEE ONLY”.

9.1.12 For the applications made through pay order/bank draft, it would be permissible for a banker
       to the issue to deduct the bank charges while making refund of subscription money to
       unsuccessful applicants through pay order/bank draft individually for each application.

9.1.13 The applicant should have at least one bank account with any of the commercial banks.
        The applicants not having a bank account at all (non-account holders) are not allowed
        to submit application for subscription of Shares.

9.1.14 Applications are not to be made by minors and/or persons of unsound mind.

9.1.15 Applicants should ensure that the bank branch, to which the application is submitted,
       completes the relevant portion of the application form.

9.1.16 Applicants should retain the bottom portion of their application forms as provisional
       acknowledgement of submission of their applications. This should not be construed as an
       acceptance of the application or a guarantee that the applicant will be allotted the number of
       Shares for which the application has been made.




                                                  19
Prospectus
9.1.17 Making of any false statements in the application or willfully embodying incorrect
       information therein shall make the application fictitious and the applicant or the bank
       shall be liable for legal action.


9.1.18 Bankers to the issue are prohibited to recover any charges from the subscribers for
       collecting subscription applications. Hence, the applicants are advised not to pay any extra
       charges to the bankers to the issue.

9.1.19 It would be permissible for a Banker to the issue to refund subscription money to
       unsuccessful applicants having an account in its bank by crediting such account
       instead of remitting the same by cheque, pay order or bank draft. Applicants should,
       therefore, not fail to give their bank account numbers.

9.1.20 Submission of Fictitious and multiple applications (more than one application by same
       person) is prohibited and such application money shall be liable to confiscation under
       section 18A of the Securities and Exchange Ordinance, 1969.

ADDITIONAL INSTRUCTIONS FOR FOREIGN/NON-RESIDENT INVESTORS

9.1.21 In case of foreign investors who are not individuals, applications must be accompanied with
      a letter on applicant's letterhead stating the legal status of the applicant, place of incorporation
      and operations and line of business. A copy of memorandum of association or an equivalent
      document should also be enclosed, if available. Where applications are made by virtue of
      Power of Attorney, the same must be lodged with the application. Copies of these documents
      can be attested by the bank manager in the country of applicant's residence.

9.1.22 Applicants may also subscribe using their Special Convertible Rupee Account (SCRA) as set
      out under the State Bank of Pakistan's Foreign Exchange Manual.

BASIS OF ALLOTMENT

8.1.23   The basis and conditions of transfer of shares to the general public shall be as follows:

    a) The minimum amount of application for subscription of 500 Shares is PKR [●]/-.
       Application for Shares below the total value of PKR [●]/- shall not be entertained.

    b) Application for Shares must be made for 500 Shares or in multiple thereof only.
       Applications, which are neither for 500 Shares nor for multiple thereof, shall be rejected.

    c) Allotment/Transfer of Shares to successful applicants shall be made in accordance with the
       allotment criteria/ instructions disclosed in the Prospectus.

    d) Allotment of Shares shall be subject to scrutiny of applications in accordance with the
       criteria disclosed in the Prospectus and/or the instructions by the Securities & Exchange
       Commission of Pakistan.

    e) Applications, which do not meet the above requirements, or applications which are
       incomplete will be rejected. The applicants are, therefore, required to fill in all data fields in
       the Application Form.

    f) The Company will dispatch Shares to successful applicants through their Bankers to the
       issue or credit the respective CDS accounts of the successful applicants (as the case maybe).




                                                   20
Prospectus

8.2   Bankers to the issue

        Code No.                        Bank
          01             Faysal Bank Limited
          02             Askari Bank Limited
          03             Bank Alfalah Limited
          04             Habib Metropolitan Bank Limited
          05             Habib Bank Limited
          06             Soneri Bank Limited
          07             MCB Bank Limited
          08             NIB Bank Limited
          09             JS Bank Limited
          10             United Bank Limited

8.3   Code of Occupation

        Code No.           Occupation             Code No.          Occupation
          01           Business                     06          Professional
          02           Business Executive           07          Student
          03           Service                      08          Agriculturist
          04           Housewife                    09          Industrialist
          05           Household                    10          Others

8.4   NATIONALITY CODE

       Code No.        Name of country       Code No.        Name of country
         001              U.S.A                006             Bangladesh
         002               U.K                 007               China
         003              U.A.E                008              Bahrain
         004              K.S.A                009               Other
         005              Oman




                                             21
Prospectus

                                    PART 10

10   BIDDING FORM OF TPL DIRECT INSURANCE LTD




                   (This space has been left blank intentionally)




                                        22
Prospectus

                                   PART 11

11      SIGNATORIES TO THE PROSPECTUS




 Mr. Saad Nissar
                                             -Sd-




 Mr. Jameel Yusuf                            -Sd-




 Mr. Ali Jameel                              -Sd-




 Mr. Adil Matcheswalla                       -Sd-



 Mr. Rizwan Panjwani                         -Sd-



                                             -Sd-
 Mr. Mustafa Ali



 Mr. Syed Kazim Hasan                        -Sd-



Witness

Signature:

Name:         Syed Altaf Hussain

Place:        Karachi

Date:




                                     23
Prospectus

                                            PART 12

12     MEMORANDUM OF ASSOCIATION

                                The Companies Ordinance, 1984
                              (Public Company Limited by Shares)

                                  Memorandum of Association

                                                Of

                            TPL DIRECT INSURANCE LIMITED

  I.    The name of the Company is “ TPL DIRECT INSURANCE LIMITED “

 II.    The Registered Office of the Company will be situated in the Province of the Sind.

III.    The objects for which the Company is established are as follow:

1.      To carry on in Pakistan and elsewhere, all kinds of General Insurance business, reinsurance,
        counter insurance or counter reinsurance and assurance business, and all kinds of Guarantee
        and indemnity business and in particular and without prejudice to the generality of the
        foregoing words, to carry on Fire, Marine, Aviation, Accident, Lighting, Explosion,
        Earthquake, Hail, Employer’s Liability, Workmen’s Compensation, Sickness, Personal
        Accident, Disease, Survivorship, Burglary, Robbery, Theft, Fidelity, Motor Vehicle,
        Livestock, Glass, Third Party Risk, Transit Insurance, Bonds and Engineering Insurance.


2.      To re-insure or counter-insure any of the risks undertaken by the Company.

3.      To effect as Agents for other Company assurances of every kind and against every and any
        contingency, subject to the provisions of the law of insurance for the time being inforce.

4.      To advance moneys at interest on the security of any freehold, leasehold, or other property,
        or of any estate or interest or in such property without doing investment of or banking
        business.

5.      To purchase and deal in property of all kinds, whether absolute or contingent or expectant
        and whether determinable or not and to acquire, redeem, cancel, or extinguish by purchase,
        surrender, or otherwise, any policy, security, grant or contract issued, made, taken over or
        entered into by the Company.

6.      To pay, satisfy or compromise any claims made against the Company in respect of any
        policies or contracts granted by the Company, or otherwise which it may seem expedient to
        pay, satisfy or compromise, notwithstanding that the same may not be valid in law.

7.      To invest and deal with moneys of the Company not immediately required upon such
        securities and in such manner as may from time to time be determined, subject to the
        provisions of the law of insurance for the time being enforce.

8.      To pay, satisfy or compromise any claims made against the Company which it may seem
        expedient to pay, satisfy or compromise, notwithstanding that the same may not be valid in
        law.




                                                24
Prospectus
9.     To re-insure or counter-insure all or any risks, and to undertake, all kinds of re-insurance
       and counter-insurance connected with any of the businesses aforesaid.


10.     To acquire, construct, carryout, equip, maintain, alter, improve, develop, manage, work,
        control and superintend any dwellings, offices, shops, stores, buildings and other works and
        conveniences; which may seem directly or indirectly conducive to any of the objects of the
        Company and to contribute, to subsidies or otherwise aid by taking part in any such
        operations.

11.     To purchase, take on lease or tenancy or in exchange, hire, take options over or otherwise
        acquire for any estate or interest whatsoever and to hold, develop, work, cultivate, deal with
        and turn to account concessions, grants, decrees, licenses, privileges, claims, options,
        leases, property, real or personal or rights or powers of any kind which may appear to be
        necessary or convenient for any business of the Company and to purchase, charter, hire,
        build or otherwise acquire vehicles of any or every sort or description for use on or under
        land or water or in the air and to employ the same in the carriage of merchandise or all
        kinds or passengers.

12.     To purchase and deal in or accept by way of exchange reversionary or other interests in
        property of all kinds whether absolute, contingent or expectant, and whether determinable
        or not, and to acquire, accept by way of mortgage or exchange, redeem, cancel or
        extinguish by purchase, surrender or otherwise any policy, security, grant or contract issued,
        made or taken over, or entered into by the Company.

13.     To sell, exchange, mortgage, royalty or tribute, grant licenses, easements, options and other
        rights over and in any other manner deal with or dispose of the undertaking, property,
        assets, rights and effects of the Company or any part thereof for such consideration as may
        be thought fit.

14.     To advance, deposit money, securities and property to or receive loans or grants from the
        Governments.

15.     To advance money with security and generally to such persons and upon such terms and
        conditions as the Company may think fit without doing investment business.

16.     To undertake commercial obligations, transactions and operations of all kinds.

17.     To take or otherwise acquire, and hold shares in any other Company having objects
        altogether or in part similar to those of this Company, or carrying on any business capable
        of being conducted so as directly or indirectly to benefit this Company, subject to the
        provisions of the laws of insurance for the time being enforce.

18.     To guarantee the payment of money secured by or payable under or in respect of
        promissory notes, bonds, debentures, debenture stock, contracts, mortgages, charges,
        obligations, instruments and securities of any Company or of any authority, supreme,
        municipal, local or otherwise or of any persons whomsoever, whether incorporated, and
        generally to guarantee or become sureties for the performance of any contracts or
        obligations.


19.     To subscribe for, absolutely or conditionally, purchase or otherwise acquire and to hold,
        dispose of shares, stocks and securities or obligations of any other Company whether
        Pakistani or foreign.




                                                 25
Prospectus
20.    To invest any moneys of the Company not for the time being required for any of the
       purposes of the Company in such investments as may be thought proper and to hold, sell
       such investments.

21.    To borrow or secure the payment of money in such manner as the Company shall think fit
       and in particular by the issue of debentures or debenture stock perpetual or otherwise,
       charged upon all or any of the Company’s property (both present and future), and to
       purchase, redeem and pay off any such securities.

22.    To remunerate any person or Company for services rendered or to be rendered, in placing or
       assisting to place or guaranteeing the placing of, any of the shares in the Company’s capital,
       or any debentures, debenture stock or other securities of the Company of in or about the
       formation or promotion of the Company or the acquisition of property by the Company or
       the conduct of its business, subject to the provisions of the law of insurance for the time
       being enforce.

23.    To draw, make, accept, discount, execute and issue bills of exchange, Government of
       Pakistan and other promissory notes, bills of lading, warrants, debentures and other
       negotiable or transferable instruments or securities concerning this Company.

24.    To acquire and undertake all or any part of the business, property and liabilities of any
       person or Company carrying on any business which this Company is authorized to carry on
       or possessed of property suitable for the purposes of the Company.

25.    To take part in the management, supervision or control of the business or operations of any
       Company or undertaking and for the purpose to appoint and remunerate any Directors,
       Accountants or other experts or agents.

26.    To form, incorporate or promote any Company or companies, whether in Pakistan or in any
       part of the British Commonwealth of Nations or in any foreign country, having amongst its
       or their objects the acquisition of all or any of the assets of control, management or
       development of the Company or any other objects or object which in the opinion of the
       Company could or might directly or indirectly assist the Company in the management of its
       business or the development of its properties or otherwise prove advantageous to the
       Company and to pay all or any of the costs and expenses incurred in connection with any
       such promotion or incorporation and to remunerate any person or Company in any manner
       it shall think fit for services rendered or to be rendered in obtaining subscription for or
       placing or assisting to place or to obtain subscriptions for or for guaranteeing the
       subscription of or the placing of any shares in the capital of the Company or any stock,
       shares, bonds, debentures, obligations or securities of any other Company held or owned by
       the Company or in which the Company may have an interest or in or about the formation or
       promotion of the Company or the conduct of its business or in or about the promotion or
       formation of any other Company in which the Company may have an interest, without
       doing any investment business.

27.    To enter into any arrangement for sharing profits or into any union of interests, joint-
       adventures, reciprocal concessions or co-operation with any person or persons or Company
       or companies carrying on or engaged in, or about to carry on or engage in or being
       authorized to carry on or engage in, any business or transaction which this Company is
       authorized to carry on or engage in or any business or transaction capable of being
       conducted so as directly or indirectly to benefit this Company.

28.    To enter into any arrangements and to take all necessary or proper steps with Governments
       or with other authorities imperial, supreme, national, local municipal or otherwise of any
       place in which the Company may have interests and to carry on any negotiations or
       operations for the purpose of directly or indirectly carrying out the objects of the Company

                                                26
Prospectus
       or effecting any modification in the constitution of the Company or furthering the interests
       of its members and to oppose any such steps taken by any other Company, firm or person
       which may be considered likely directly or indirectly to prejudice the interests of the
       Company or its members and to promote or assist the promotion, whether directly or
       indirectly, of any legislation which may seem disadvantageous to the Company and to
       obtain from any such Government authority or any Company any charters, contracts,
       decrees, rights, grants, loans, privileges or concessions which the Company may think it
       desirable to obtain and carry out, exercise and comply with any such arrangements,
       charters, contracts, decrees, rights, privileges or concessions.

29.     To adapt such means of making known the business of the Company as may seem
        expedient and in particular by advertising in the press by circulars, by purchase and
        exhibition of works of art or interest, by publication of books and periodicals and by
        granting prizes, rewards and donations.

30.     To apply the assets of the Company in any way in or towards the establishment,
        maintenance or extension of any association, institution or fund in anywise connected with
        any particular trade or business or with trade or commerce generally including any
        association, institution or fund for the protection of the interests of Insurers against loss by
        bad debts, strikes, combinations, fire, accidents, or otherwise or for the benefit of the clerks,
        workmen or others at any time employed by the Company or their families or dependents
        and whether or not in common with other persons or classes of persons and in particular of
        friendly, cooperative and other societies, reading rooms, libraries, educational and
        charitable institutions, refectories, dining and recreation rooms, schools and hospitals and to
        grant gratuities, pensions and allowances and to contribute to any funds raised by public or
        local subscriptions for any purpose whatsoever.

31.     To aid, pecuniarily or otherwise, any association, body or movement having for an object
        the solution, settlement, or surmounting of industrial or labour problems or troubles or the
        promotion of industry or trade.

32.     To subscribe or guarantee money for any national, charitable, benevolent, public, general or
        useful object or for any exhibition.

33.     To establish and support, or aide in the establishment and support of associations,
        institutions, funds, trusts and conveniences calculated to benefit persons who are or have
        been Directors of or who are or have been employed by or who are serving or have served
        the Company or its predecessors in business or the dependents or connections of such
        persons and to grant pensions and allowances and to make payments towards insurance.

34.     To distribute all or any of the property of the Company-amongst the members in specie or
        kind in the event of winding up of the Company
IV.     The liability of the members is limited.


V.      The authorized capital of the company is Rs.500,000,000/- (Rupees Five Hundred only)
        divided into 50,000,000 (Two Hundred Fifty Million only) ordinary shares of Rs.10/- each
        with powers to increase, reduce, consolidate or otherwise re-organise the share capital and
        to divide the shares of the company into different classes in accordance with the provisions
        of the Companies Ordinance, 1984.




                                                  27
Prospectus




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Prospectus




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