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Private & Confidential

The Board of Directors


LankaBangla Investments Limited
A-A Bhaban (6th Floor)
23 Motijheel C/A
Dhaka-1000

Contact: A.N.A.H. Siddiqui


Senior Partner

Date: 31 January 2011

Dear Sirs

Audit services for the period from 29 March 2010 to 31 December 2010

This letter confirms our understanding of the engagement to provide professional services to
LankaBangla Investments Limited (“the Company”) and the respective areas of responsibility of the
Company and of ourselves.

The objective and scope of the audit

You have requested that we audit the financial statements of the Company, which comprise the
balance sheet as at 31 December 2010 and the income statement, statement of changes in equity and
cash flow statement for the period then ended, and a summary of significant accounting policies and
other explanatory information. We are pleased to confirm our acceptance and our understanding of
this audit engagement by means of this letter. Our audit will be conducted with the objective of our
expressing an opinion on the financial statements.

The responsibilities of auditor

We will conduct our audit in accordance with Bangladesh Standards on Auditing (BSA). Those
standards require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance whether the financial statements are free from material misstatement. An audit
involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditors’ judgement, including the
assessment of the risks of material misstatement of the financial statements, whether due to fraud or
error. An audit also includes evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as evaluating the overall
presentation of the financial statements.

Because of the inherent limitation of an audit, together with the inherent limitation of internal control,
there is an unavoidable risk that some material misstatement may not be detected, even though the
audit is properly planned and performed in accordance with BSA.

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In making our risk assessments, we consider internal control relevant to the entity’s preparation of the
financial statements in order to design audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control.
However, we will communicate to you in writing concerning any significant deficiencies in internal
control relevant to the audit of the financial statements that we have identified during the audit.

As part of our audit, we will read the other information in your annual report and consider whether
such information, or the manner of its presentation, is materially consistent with information, or the
manner of its presentation, appearing in the financial statements. However, our audit does not include
the performance of procedures to corroborate such other information (including forward-looking
statements).

The responsibilities of management

Our audit will be conducted on the basis that management and, where appropriate, those charged with
governance acknowledge and understand that they have responsibility:

a) For the preparation of financial statements that give a true and fair view in accordance with
Bangladesh Financial Reporting Standards, the requirements of the Companies Act 1994 and other
applicable laws and regulations;

b) For identifying and ensuring that the Company complies with laws and regulations applicable
to its activities;

c) For such internal control as management determines is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error;

d) For maintaining proper accounting records and, selecting and applying proper accounting
policies consistently; and

e) To provide us with:

(i) Access to all information of which management is aware that is relevant to the
preparation of the financial statements such as records, documentation and other
matters;

(ii) Additional information that we may request from management for the purpose of
the audit; and

(iii) Unrestricted access to persons within the entity from whom we determine it
necessary to obtain audit evidence.

As part of our audit process, we will request from management and, where appropriate, those
charged with governance, written confirmation concerning representations made to us in
connection with the audit.

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Reporting

We are required to form our opinion on whether the financial statements prepared in accordance with
Bangladesh Financial Reporting Standards, give a true and fair view of the state of the company’s
affairs as of balance sheet date and of the results of its operations and its cash flows for the period
then ended and comply with the Companies Act 1994, and other applicable laws and regulations. We
are also required to report whether:

a) we have obtained all the information and explanations which to the best of our knowledge and
belief were necessary for the purpose of our audit and made due verification thereof;

b) proper books of account as required by law have been kept by the company so far as it
appeared from our examination of those books;

c) the company’s balance sheet and income statement dealt with by the report are in agreement
with the books of account; and

Our report will be addressed to the shareholders of the Company. We cannot provide assurance that
an unqualified opinion will be rendered and circumstances may arise in which it would be necessary
for us to modify our report or withdraw from the engagement. In such circumstances, our findings or
reasons for withdrawal will be communicated to the Board of Directors.

Timetable

If you require us to complete our work under this engagement contract or, any part of it, by a specific
date or time, you will inform us in writing of your requirement. Whilst we will make every effort to
complete such work by the date specified, you acknowledge that meeting any such requirement will
rely on you providing reasonable notice of your requirement and the timely provision of such
information, as we may need to complete the work concerned.

Fee

Our fee for this assignment would be BDT 100,000 plus applicable VAT (currently 15%) and actual
out of pocket expenses. Our invoices are payable within 15 days upon submission.

Limitation of liability

In connection with this engagement, you agree that the aggregate liability to the Company and to all
other companies within the group bound by the terms of this letter, of this firm, its partners, directors,
employees, and agents for any loss or damage suffered by you, arising out of or in connection with
this engagement, however the loss or damage is caused, including our negligence, but not our wilful
default, shall be limited to the amount of our fees.

Governing law and jurisdiction

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This agreement is made under, and shall be governed by Bangladesh law, and all disputes arising
from or under this agreement shall be subject to the exclusive jurisdiction of the courts in Bangladesh.

Statement of entire agreement and provisions for modifications to contract

This letter forms the entire agreement and understanding between us with respect to the subject matter
hereof. This letter supersedes all previous arrangements and understandings between the parties with
respect to the subject of this letter, which shall cease to have any further force or effect. Any variation
to the terms of this letter shall be made in writing and will not be effective unless signed by a partner
of Rahman Rahman Huq and by a duly authorised representative of the Company.

Termination

Either party can terminate the engagement contract or suspend its operation by giving 30 calendar
days prior notice in writing to the other at any time. However, we will charge fees for all work done
up to and including the date of termination and no working papers shall be delivered upon
termination.

General

Other general terms set out in Appendix 1 - General Terms and Conditions’ shall apply to this
engagement as if they were set out in this agreement.

Confirmation

This letter will be effective for future periods unless it is terminated, amended or superseded. Please
sign and return one copy to indicate that it is in accordance with your understanding of the
arrangements.

Yours faithfully

Enclosure: Appendix – 1: General Terms and Conditions

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We confirm the above terms of audit for and on behalf of LankaBangla Investments Limited.

Authorised signatories:

Signature: Signature:

Name: M Shakil Islam Bhuiyan Name: M Redwanur Rahman

Position: Chief Executive Officer Position: Chief Financial Officer

Date: 31 January 2011 Date: 31 January 2011

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Appendix 1
General Terms and Conditions

1. Introduction

Rahman Rahman Huq, Chartered Accountants (a member firm of KPMG International


Cooperative) (hereinafter “RRH” or “the firm”) has set out in this document our basic terms
and conditions of business (the “Terms”), which, together with our Engagement Letter
(together called “this Agreement”), will apply to all work RRH undertakes for you with
respect of this engagement. If there is any conflict between these Terms and our Engagement
Letter, then the Engagement Letter shall prevail.

2. Payment of invoices

Without limiting its rights or remedies, firm shall have the right to halt or terminate entirely
its services until payment is received on past due invoices.

3. Ownership

We shall retain ownership of the copyright and all other intellectual property rights in the
product of the services, whether oral or tangible, and ownership of our working papers. You
shall acquire ownership of any product of the services in its tangible form on payment of our
charges for any such product. For the purposes of delivering services to you, we and other
RRH persons shall be entitled to use, develop or share with each other knowledge, experience
and skills of general application gained through performing the services.

4. Third party rights

This agreement shall not create or give rise to, nor shall it be intended to create or give rise to,
any third party rights. No third party shall have any right to enforce or rely on any provision
of this agreement which does or may confer any right or benefit on any third party, directly or
indirectly, expressly or impliedly. The application of any legislation giving to or conferring
on third parties contractual or other rights in connection with this agreement shall be
excluded. No RRH person shall be a third party for the purposes of this clause.

5. Electronic distribution and publication of financial statements

We recognize that the Company may wish to publish its financial statements and our reports
thereon on its web site, or to distribute such material to shareholders or other parties having a
legitimate right to receive such by electronic means, such as e-mail.

The Company shall not carry out any electronic publication or distribution without first
obtaining our consent. We may withhold our consent to the electronic publication or
distribution of our report if our report is to be published or distributed in an inappropriate
manner. Where we consent, we shall, if appropriate, supply an electronic version of our report
suitable for such publication or distribution.

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It is and shall remain the responsibility of the Company to ensure that any such electronic
publication or distribution properly presents the financial statements and our report. The
Company shall ensure that financial information on its web site distinguishes clearly between
Company information that we are associated with and other information and avoids any
inappropriate association.

Any electronic publication or distribution of our report is to be accompanied by the following


statement: "The accompanying report of RRH is for sole and exclusive use of the Company.
Any redistribution made by the Company is to be 100 percent full, complete and unaltered in
any way. Further, the report of RRH is as at [RRH report date] and RRH has carried out no
procedures of any nature subsequent to that date which in any way extends that date”.

The management and directors of the Company shall retain responsibility for using a secure
method of communication when distributing the financial information and our report
electronically and our work shall not extend to any consideration or examination of such
matters, which shall be beyond the scope of this engagement.

The Directors of the Company shall retain responsibility for the controls over the Company’s
web site and our work shall not extend to any consideration or examination of such matters
that are beyond the scope of this engagement.

6. Confidentiality

We agree that we will treat as such all confidential proprietary information obtained from you
and will not disclose such information to others, except to those persons engaged in providing
services to you, or use such information except in connection with the performance of the
services agreed to in this letter. This undertaking shall not apply to any of the information that
we are required by law or by the requirements of any regulators or by specific professional
standards to disclose or that is in or hereafter enters the public domain.

7. Electronic mail

We may communicate with you by electronic mail, on the basis that in consenting to this
method of communication you accept the inherent risks (including the security risks of
interception of or unauthorized access to such communications, the risks of corruption of such
communications and the risks of viruses or other harmful devices) and that you shall perform
virus checks.

8. Indemnity provisions

You agree to indemnify and hold harmless RRH, its partners, directors, managers, employees
and agents from, and against, any and all costs, expenses, losses, claims, demands, actions,
suits, or proceedings paid, incurred, or suffered or made or initiated against it by any third
party arising out of, or in connection with, this engagement regardless of whether the loss or
damage is caused other than through our fraud or wilful default.

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9. Force majeure

Neither of us shall be in breach of our contractual obligations nor shall either of us incur any
liability to the other if we or you are unable to comply with this engagement contract as a
result of any cause beyond our or your reasonable control. In the event of any such occurrence
affecting one of us, that one shall be obliged as soon as reasonably practicable to notify the
other, who shall have the option of suspending or terminating the operation of the engagement
contract on notice taking effect immediately on delivery.

10. Severability

Each clause or term of this engagement contract constitutes a separate and independent
provision. If any of the provisions of the engagement contract are judged by any court or
authority of competent jurisdiction to be void or unenforceable, the remaining provisions
shall continue in full force and effect.

11. Complaints

If at any time you would like to discuss with us how the services can be improved or if you
are dissatisfied with them, you are invited to contact the engagement partner or engagement
manager, as the case may be, identified in the engagement contract. If your issue is not
resolved you should contact any other partner of this firm. We will investigate the issue
promptly and do what we can to resolve the difficulties.

- The end -