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Financial Policies And Practices Of Intertek Testing Service Labtest Bangladesh

1. Introduction:

Bangladesh verification and advisory services provide quality and quantity audits, production checks during the manufacturing, pre-loading inspections and tailor-made solutions.

Intertek verification and advisory services in Bangladesh provide customers with the assurance they need throughout the trading process. Intertek also supports companies exporting to Bangladesh as a government appointed provider of pre-shipment inspections which is mandatory for all goods except those identified as exempt, prohibited or restricted.

Whatever industry, Intertek can provide in Bangladesh verification services to meet your needs. Intertek inspections protect you from substandard products, ensuring products meet the inspection and certification terms for letters of credit and are accepted by insurance companies for loss-prevention cover. No matter where you, your customers or suppliers are based, Intertek’s global network can deliver.

Bangladesh exporter and importer services:

Exporting or importing your products in Bangladesh ? Intertek services are tailored for clients who need reassurance and assistance in exporting or importing their goods worldwide, and ensuring those products meet government and safety standards. Your products are of the quality your customers expect, so protecting your brand and reputation, and prevention of late and short shipments is important. As an independent, third party inspection and testing company Intertek can conduct a variety of on-site inspections with the minimum of disruption.

Caleb brett was founded in 1885 and is a joint leader in the market for testing and inspecting crude oil, petroleum products and chemicals. We believe that caleb brett has strong name recognition coupled with an international reputation for reliability and confidentiality. Caleb brett’s primary business is providing independent verification of the quality and quantity of crude oil, petroleum products and chemicals and, to a lesser extent, agricultural produce.

Free standing testing involves the analysis of samples unrelated to cargo shipments, including situations where an oil or chemical company or trader outsources its laboratory testing work to caleb brett.

Caleb brett also performs marine surveying and agricultural inspection. Marine surveying is the evaluation of cargo damage, primarily for insurance purposes. Agricultural inspection and testing is the physical sampling, quantification, inspection and testing of commodities, such as vegetable oils and cotton.

1.1 Background of the project

Intertek Bangladesh organizes seminar on restricted substances in Intertek consumer goods Bangladesh organized seminars in chittagong and Dhaka held december 1-2 in hotel peninsula chittagong and spectra convention centre Dhaka respectively. Each seminar was attended by approximately 100 representatives from different buyers, trading agents, suppliers and manufacturers across the rmg (ready made garments) and textile sector. Representatives from major us & european retailers sourcing out of Bangladesh were also present in the seminars. Caleb brett has 330 offices and 174 laboratories worldwide. Head offices are located in singapore for caleb brett asia, the united kingdom for caleb brett europe africa middle east, and the united states for caleb brett americas. Caleb brett’s customers include oil and chemical companies and traders with whom we have well established long-term relationships. The majority of our oil company customers purchase services from caleb brett on a job-by-job, port-by-port basis. Caleb brett does not have any customers which represent more than 5% of its revenues. We believe that caleb brett has been able to increase its market share through its extensive network of facilities, its well equipped, quality-controlled and technically proficient laboratories, its reputation for service and its international co-ordination which leads to close contact with customers. Marketing is carried out on a global, regional and local level. The internet is starting to become an important route to market. Multinational oil companies typically split inspection and testing between two or more suppliers to sustain competition. Based on our knowledge of the market for testing and inspecting crude oil, petroleum products and chemicals, we believe that caleb brett and societe generale de surveillance are regarded as market leaders in this industry, together sharing over 50% of the market in 1999. Other global competitors include inspectorate and saybolt which each hold approximately 10% of the market. We believe that competition in this market will continue to be relatively stable as a result of high start-up and fixed costs, as well as the importance of brand name recognition. All of caleb brett’s offices include staff capable of performing relevant sampling, testing and inspection operations. Field inspectors attend and superintend vessels during loading or discharge, sample the cargo and measure the cargo quantity. Laboratory technicians test samples. Caleb brett uses sophisticated information systems to allow it to maximise reporting accuracy, minimise operating costs and turnaround times and offer the highest level of service to its customers.

We believe that the market for traditional inspection related testing is mature in europe and the united states, and we anticipate low growth in these regions. As a result of consolidation in the oil industry, there has been an increasing number of intercompany movements, which tend not to attract third party inspections. This decline has been offset by increasing business in asia and latin america where markets are developing and the state oil companies have privatised parts of their business. We intend to concentrate on maintaining our market share in europe and the united states and expanding in developing countries, making acquisitions as appropriate. Free standing testing is the fastest growing sector within caleb brett, and we intend to continue investing in our petroleum and petrochemical laboratories. In addition, we plan to increase further our level of customer service through improved responsiveness combined with fast and accurate turnaround. This strategy is supported by tailored information technology solutions, for example a new ordering, inquiry, and reporting system called “mycalebbrett.com” which came online in 2000. Following the success of our outsourcing agreement with bp in the united kingdom in 2000, a number of multinational oil companies and petroleum traders have expressed an interest in outsourcing their laboratories to caleb brett. We believe outsourcing will be a key growth area in 2001 and beyond. Caleb brett made four small acquisitions in 2000 that expanded our range of services and geographic

1.2 Prelude

Throughout this annual report, the term “company” refers to Intertek testing services limited and the terms “we”, “our”, “us”, “its” or “group” refer to Intertek testing services limited and its consolidated. References to “sterling” and “TK.” Are to great british pounds and all references to “dollars” or “$” are to united states dollars. Our historical consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United Kingdom (“bd. Gaap”) and are presented in sterling. Bd gaap differs in certain significant respects from generally accepted accounting principles in the United States (“u.s. Gaap”).

1.3 Nature of the problem

On, the dollar noon buying rate in new york city for cable transfers in pounds sterling as certified for customs purposes by the federal reserve its Labtest Bangladesh of new york (the “noon buying rate”) was the following table sets out, for the periods indicated, the period average rate calculated from the average of the noon buying rate on the last business day of each full month during the period and where the period is less than one full month, the last day of the period. The following table sets out, for the periods indicated, the high and low exchange rates during the previous six months.

1.4 Objective of the study:

Significant leverage and ability to service debt could affect our ability to grow and service our debt obligation .we are highly leveraged. At we had , in total borrowings on a consolidated basis and , of shareholders’ equity. We may incur additional indebtedness in the future, subject to certain limitations in the instruments governing’ indebtedness. The degree to which we are leveraged could have important consequences for holders of our debt and our’debt, as well as for our operations and financial position, including (i) our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes may be limited, (ii) we must dedicate a substantial portion of our cash flow to the payment of interest on our indebtedness, reducing the funds available to us for other purposes; (iii) some of our indebtedness bears interest at floating rates, which may make its vulnerable to increases in interest rates; (iv) certain loans incurred in connection with our acquisition are secured and rank in priority to holders of the 10.25% senior subordinated notes due 2006 (the “notes”) issued by our subsidiary, Intertek finance plc, and will come due prior to the notes becoming due; (v) our indebtedness imposes numerous financial and other restrictive covenants that limit our ability to, among other things, borrow additional funds, dispose of assets or pay cash dividends and the failure to comply with such restrictions may result in an event of default which, if not cured our ability to make scheduled payments of the principal of, or to pay interest on, or to refinance our indebtedness and to make scheduled payments under our operating and capitalized leases depends on our future performance, which to a certain extent is subject to economic, financial, competitive and other factors beyond our control. Based upon the current level of operations and anticipated growth, management believes that available cash, together with available borrowings under our credit agreements and other sources of liquidity, will be adequate to meet our anticipated requirements for working capital, capital expenditures, research and development expenses, interest payments and scheduled principal payments. We can offer no assurance, however, that our business will continue to generate sufficient cash flow from operations in the future to pay principal and interest on indebtedness. If unable to do so, we will be unable to repay our existing debt and may be required to refinance all or a portion thereof (including the notes), to sell assets or to obtain additional financing. We can offer no assurance that any such refinancing would be possible or that any such sales of assets or additional financing could be achieved.

The right of payment of holders of the notes is subordinate to senior indebtedness

The notes issued by our subsidiary, Intertek finance, are subordinated in right of payment to all existing and future senior indebtedness of Intertek finance. The notes are guaranteed on a senior subordinated basis by and certain of its other. The guarantees of the notes are subordinated in right of payment to all existing and future senior indebtedness of the guarantors. As of, and the other guarantors of the notes have TK.323.9 , of senior indebtedness outstanding. The notes and the guarantees will rank at least pari passu with all present and future subordinated indebtedness of Intertek finance and the guarantors of the notes.

1.5 literature review if required

Intertek finance and the guarantors of the notes have no operations of their own. As a result, they are wholly dependent on the earnings of the operating companies that are their. Generally, claims of creditors of a subsidiary, including trade creditors, secured creditors and creditors holding indebtedness and guarantees issued by such subsidiary, and claims of preferred stockholders (if any) of such subsidiary, will have priority with respect to the assets and earnings of such subsidiary over the claims of the creditors of its parent company, except to the extent the claims of creditors of the parent company are guaranteed by such subsidiary. The notes therefore are effectively subordinated to creditors (including trade creditors) and preferred stockholders (if any) of the direct and indirect of, Intertek finance and each other guarantor of the notes. As ofthe total liabilities, including provisions for liabilities and charges of all of the operating

Restrictive covenants in loan agreements and our shareholders’ agreement could hinder our ability to grow and service our debt

The for the notes, the subscription and shareholders’ agreement among and the holders of certain classes of its shares (the “shareholder’s agreement”), and its’ loan agreements impose operating and financial restrictions that restrict, among other things, the ability of, Intertek finance and the other guarantors of the notes (i) to incur additional indebtedness; (ii) to incur liens; (iii) to pay dividends or make certain other restricted payments; (iv) to enter into certain transactions with affiliates; (v) to incur indebtedness that is subordinate in right of payment to senior indebtedness but senior in right of payment to the notes; (vi) to impose restrictions on the ability of a subsidiary to pay dividends or make certain payments to Intertek finance, or other guarantors of the notes; (vii) to merge or consolidate with other persons; or (viii) to sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the assets of Intertek finance or a guarantor of the notes.

1.6 justification of the study

In addition, other agreements, including the credit agreement entered into in november 1996, as amended (the “credit agreement”), prevent the prepayment of certain indebtedness (including the notes) and require tha maintain certain financial ratios and meet certain financial condition tests’s ability to meet those financial ratios and tests can be affected by events beyond its control, and we can offer no assurance that will meet these tests. A breach of any of these covenants could result in default under these agreements, and under other agreements containing cross default provisions, which would permit lenders to declare outstanding amounts, together with interest, to be immediately due and payable. If and the other guarantors of the notes were unable to pay those amounts, the lenders could proceed against the collateral securing that indebtedness, which collateral includes the capital stock of the guarantors of the notes. If the amounts outstanding under certain credit agreements were to be accelerated, holders of the notes could also accelerate the payment thereof. If some or all of the indebtedness of Intertek finance or its affiliates was to be accelerated, we can offer no would be sufficient to repay that indebtedness in full, including the notes.

1.7 limitation of the study :

Each of Intertek finance, Intertek testing services uk limited (“ukco”), which is one of the guarantors of the notes, and its are limited companies organized under the laws of england. Accordingly, insolvency proceedings with respect to either Intertek finance, ukco or its are likely to proceed under, and be governed by uk insolvency laws.

The procedural and substantive provisions of uk insolvency and administrative laws generally are more favorable to secured creditors than comparable provisions of the us law and afford other creditors only limited protection from such secured creditors. Although the notes are secured by a second priority lien on certain intercom any notes, the lenders under the credit agreement have a first priority lien on the notes evidencing the intercom any loans, and the capital stock of certain have been pledged to secure the loans. Under the terms of an intercreditor deed entered into in connection with the offering of the notes, after the occurrence of an insolvency event, the security trustee under the credit agreement shall have the right to direct the disposition of any collateral. In connection with a sale of the capital stock of a subsidiary guarantor pursuant to an enforcement of security, the applicable subsidiary guarantee and second lien on an intercompany note will be released. In addition, under uk insolvency law, the liabilities of Intertek finance, uk co and in respect of the notes and the guarantees, respectively, will be paid in the event of a its Labtest Bangladesh ruptcy or similar proceeding after certain debts of

1.8 Scope of the study

Total combined voting power of all classes of stock of the issuer or testing holdings usa inc. Entitled to vote within the meaning of section 871(h)(3) of the code and the regulations hereunder, (ii) the non-united states holder is not a controlled foreign corporation that is related to the issuer or testing holdings usa inc. Through stock ownership, (iii) the non-united states holder is not a bank whose receipt of interest on a note is described in section 881(c)(3)(a) of the code and (iv) either (a) the non-united states holder provides its name and address on an form w-8ben (or successor form), and certifies, under penalty of perjury, that it is not a united states person or (b) if the non-united states holder holds its notes through certain foreign intermediaries or certain foreign partnerships, it satisfies the certification requirements of applicable united states treasury regulations. Special certification rules apply to certain non-united states holders that are entities rather than individuals;

(b) the 30% u.s. Federal withholding tax generally will not apply to any gain that a non-united states holder realizes on the sale, exchange, retirement or other disposition of a note; and

(c) a note beneficially owned by an individual who at the time of death is a non-united states holder will not be subject to united states federal estate tax as a result of such individual’s death, provided that such individual does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of the company entitled to vote within the meaning of section 871(h)(3) of the code and provided that the interest payments with respect to such note would not have been, if received at the time of such individual’s death, effectively connected with the conduct of a united states trade or business by such individual.

If a non-united states holder cannot satisfy the requirements of the “portfolio interest” exception described in (a) above, the issuer will withhold united states federal income tax at a rate of 30% on payments of premium, if any, and interest made to such non-united states holder unless the beneficial owner of the note provides the issuer or its paying agent, as the case may be, with a properly executed (1) form w-8ben (or successor form) claiming an exemption from or reduction in withholding under the benefit of an applicable tax treaty or (2) form w-8eci (or successor form) stating that interest paid on the note is not subject to withholding tax because it is effectively connected with the beneficial owner’s conduct of a trade or business in the united states. Alternative documentation may be applicable in certain situations.

If a non-united states holder is engaged in a trade or business in the united states and interest on the note (that is treated as united states source income for united states federal income tax purposes) is effectively connected with the conduct of such trade or business, the non-united states holder, although exempt from the withholding tax discussed above, will be subject to united states federal income tax on such interest income on a net income basis in the same manner as if it were a united states holder. In addition, if such holder is a foreign corporation, it may be subject to a branch profits tax equal to 30% (or lesser rate under an applicable tax treaty) of its effectively connected earnings and profits for the taxable year, subject to adjustments. For this purpose, such interest income will be included in such foreign corporation’s earnings and profits.

Any gain realized upon the sale, exchange, retirement or other disposition of a note generally will not be subject to united states federal income tax unless (i) such gain is effectively connected with a trade or business in the united states of the non-united states holder, or (ii) in the case of a non-united states holder who is an individual, such individual is present in the united states for 183 days or more in the taxable year of such sale, exchange, retirement or other disposition, and certain other conditions are met.

Information reporting and backup withholding

In general, no information reporting or backup withholding will be required with respect to payments made by the issuer or any paying agent to non-united states holders if the requirements described in (a)(iv) above have been satisfied (and the payor does not have actual knowledge that the beneficial owner is a united states person).

In addition, no information reporting or backup withholding will be required with respect to the proceeds of the sale of a note within the united states or conducted through certain united states related financial intermediaries if the requirements described in (a)(iv) above have been satisfied (and the payor does not have actual knowledge that the beneficial owner is a united states person) or if the holder otherwise establishes an exemption.

1.9 Working definitions of the concepts

If we perform a test, inspection or certification inaccurately or improperly then a commercial dispute or litigation may arise for damages. Although we have a well established quality assurance programmer to mitigate such occurrence, from time to time we are involved in various claims and lawsuits incidental to the ordinary course of our business. We maintain a professional indemnity insurance policy that provides coverage, appropriate to our operations, for most customer claims arising from errors or omissions in work undertaken, although claims up to the deductible are self-financed.

In particular, as is set forth in greater detail under item 8 below, two of our subsidiary corporations are currently involved in investigations by the us environmental protection agency . We are unable to predict the outcome of these actions. However, on the basis of currently available information, we consider that the costs to its of any civil and criminal penalties arising from this investigation that may be legally enforceable are unlikely to have a material adverse effect on the financial position of its in the foreseeable future, although we are not able to quantify the cost of any adverse publicity. We have notified inchcape plc of the investigation and are pursuing possible rights of recovery against inchcape plc under the agreement pursuant to which inchcape plc sold our business to us. Our group professional indemnity insurance policy may respond at least in part, to legal costs, civil damages and third party claims.

As, approximately 45.18% of the outstanding ordinary a and b shares of were held by funds managed by charterhouse, and its owns all of Intertek finance’s, approximately 55.78% of the outstanding redeemable preference shares of the company were held by funds managed by charterhouse. Circumstances may give rise to perceived or actual conflicts of interests between charterhouse as shareholder and the note holders. each of our division’s service a different market, and the revenues of each division are dependent upon the condition of the market it services. In particular, the revenues of Labtest and etl Bangladesh are dependent on the market for manufactured goods, and the revenues of caleb brett are dependent upon the petroleum and petrochemical market. Our fts division works for governments in developing countries where there can be longer payment cycles for accounts r can be terminated at short notice at the sole discretion of the government. We believe the diversified nature of our operations can reduce the effect of various market shocks. However, we can offer no assurance that future changes in underlying markets, or at its, the inherent instability within our markets, will not adversely affect our revenues. In addition, our located throughout the world, and we are subject to certain risks inherent in doing business in international markets, including political instability and change, variations in effective income tax rates, difficulties in collecting accounts receivable, longer payment cycles and withholding taxes that limit the repatriation of earnings. One or more of these factors could have an adverse effect on our international operations.

Methodological aspects:

List of the data collection:

2.1 Revenues in 2001 to 2010 were generated by operations in the following geographic areas:

Americas		143.3		163.5		20.2		14.1		7.3
Europe, africa and middle east		117.7		120.4		2.7		2.3		4.8
Asia and far east		90.2		114.5		24.3		26.9		19.3
Continuing operations		351.2		398.4		47.2		13.4		9.6
Discontinued operations		11.3		0.7		(10.6	)	(93.8	)	(93.8	)
Total		362.5		399.1		36.6		10.1		6.3

In 2000, 41% of revenues were generated in the americas (1999: 41%), 30% in europe africa and the middle east (1999: 33%), and 29% in asia and the far east (1999: 26%). In 2000, we extended our operations into 9 new countries which increased the total number of countries in which we operate to 94 (1999: 85). In 2000, 34% of revenues were generated in the united states (1999: 34%), 14% in the united kingdom (1999: 15%) and 14% in hong kong (1999: 13%). No other individual country accounted for more than 10% of revenues in either 2000 or 1999.

Revenues from the americas increased by TK.20.2 , or 7.3% at comparable rates, in 2000 over 1999, primarily due to strong growth in caleb brett and The growth rate was 14.1% at actual rates due to currency translation gains caused by the strength of the us dollar against sterling.

Revenues from europe, africa and the middle east increased by TK.2.7 , or 4.8% at comparable rates, in 2000 over 1999. Growth in revenues in europe from outsourcing work and acquisitions was offset by the termination of the nigerian inspection programmes in march 1999 and the cessation of a short term food aid programme which boosted caleb brett revenues in 1999. The growth rate was 2.3% at actual rates due to currency translation losses caused by the strength of sterling against other european currencies.

In asia and the far east, revenues increased by TK.24.3 , or 19.3% at comparable rates, in 2000 over 1999 due to strong growth in textiles and toys testing in Labtest and growth in caleb brett and etl Bangladesh . The growth rate was 26.9% at actual rates due to currency translation gains as the hong kong dollar reflected the strength of the us dollar against sterling.

Operating costs before exceptional items

Our operating costs principally comprise labour costs, property and equipment rental, depreciation and laboratory consumables. Operating costs for continuing operations increased by TK. 10.3 , or 2.6% at comparable rates to TK.303.2 , in 1999 over 1998. Operating costs for continuing operations increased by TK. 35.2 , or 8.0% at comparable rates to TK.338.4 , in 2000 over 1999. The costs increased broadly in line with revenues. The table below compares operating income before exceptional items, by division for 1998 and 1999 at actual and comparable exchange rates.

Operating income from continuing operations grew by TK.3.1 , or 4.2% at comparable rates in 1999 over 1998. The growth was 6.9% at actual rates. Excluding Its and central overheads, operating income grew by TK. 7.6 , or 16.0% at comparable rates. Over 60% of this growth came from textiles and toys testing in Labtest due to the increased demand for quality testing of consumer merchandise sourced from asia and other developing countries. The decline in its operating income was caused by the cancellation of pre-shipment inspection programmers in nigeria from march 31, 1999.

Operating income from discontinued operations included environmental testing which ceased operating in 1998 and bondar clegg which ceased operating in 2000.

2.2 The table below compares operating income before exceptional items, by division for 2001 and 2010 at actual and comparable exchange rates.

Operating income/(loss) by division		1999 TK.m		2000 TK.m		Growth/ (decline) TK.m		Actual %		Comparable %
Caleb brett		14.8		16.6		1.8		12.2		8.8
Etl Bangladesh		12.4		15.0		2.6		21.0		16.1
Labtest		21.6		27.8		6.2		28.7		21.3
Foreign trade standards		3.1		5.8		2.7		87.1		80.6
Sub total		51.9		65.2		13.3		25.6		20.0
Central overheads		(3.9	)	(5.2	)	(1.3	)	(33.3	)	(30.8	)
Continuing operations		48.0		60.0		12.0		25.0		19.2
Discontinued operations		(2.1	)	(0.7	)	1.4		—		—
Total		45.9		59.3		13.4		29.2		23.1

Operating income from continuing operations grew by TK.12.0 , or 19.2% at comparable rates in 2000 over 1999. The growth was 25.0% at actual rates. All operating divisions contributed to this growth, particularly Labtest

The following statement is made pursuant to the safe harbour provisions for forward-looking statements described in the private securities litigation reform act of 1995. Some of the information in this annual report on form 20-f contains forward-looking statements that involve substantial risks and uncertainties. You can identify these statements by forward-looking words such as “expect”, “anticipate”, “believe”, “seek”, “estimate” and similar words. Statements that we make that are not statements of historical fact also may be forward-looking statements. Forward-looking statements are not guarantees of our future performance, and involve risks, uncertainties and assumptions that may cause our actual results to differ materially from the expectations we describe in our forward-looking statements. There may be events in the future that we are not accurately able to predict, or over which we have no control. You should not place undue reliance on forward-looking statements. We do not promise to notify you if we learn that our assumptions or projections are wrong for any reason. We disclaim any obligation to update our forward-looking statements.

Both our legal and our commercial name is Intertek testing services limited. We are a private company limited by shares, originally incorporated under the English companies act 1985 on e are a holding company and our business is conducted by 148 . Prior to November 1996, our business operated as a division of inchcape plc called inchcape testing services. In November 1996, a management buyout led by charterhouse development capital limited purchased inchcape testing services from inchcape plc, forming the Intertek testing services group (“its”). Our global business is the testing, inspection and certification of manufactured goods and commodities to customers throughout the world. Our registered office is located at 25 savile row, london, w1s 2es and the telephone number at that location is (44) 20 7396 3400. Our agent for service of process in connection with our senior subordinated notes is ct corporation system, 111 eighth avenue,.

In 1998, we sold our environmental testing division as the returns from this division were unsatisfactory.

Despite extensive restructuring in 1999, our minerals testing division, bondar clegg, continued to generate operating losses and we considered that the outlook for minerals testing was poor, so we decided to exit this market. In the first quarter of 2000, we sold the businesses that comprised this division.

Our total capital expenditures for 1998, 1999 and 2000 were TK. 14.1 ,, TK.17.7 , and TK.26.4 , respectively. These expenditures were primarily for laboratory equipment, improvements to laboratories and for computer equipment. In 2000, we spent TK.3.6 , establishing a new caleb brett testing facility in the united kingdom and TK.2.2 , on two electrical testing chambers in the united states. Principal capital expenditures currently in progress consist of approximately TK.1.0 , for setting up new laboratories in china and france and TK.2.1 , for a major upgrade to computer equipment in the united states. Our expenditure on the acquisition of new businesses in 1998, 1999 and 2000 was TK. 11.3, TK.8.5 , and TK. 2.0 ,, respectively. The acquisitions were principally in our caleb brett and etl Bangladesh divisions and acquisitions were made in order to extend our geographical coverage and enhance our market position and strategic strengths.

Organization profile

3.1 Historical background

We are a leading international organization engaged in the testing, inspection and certification of manufactured goods and commodities. We are organized into four operating divisions, each focusing on the testing, inspection and certification of different manufactured goods and commodities. Our customer base is diverse and different in each division and includes retailers, distributors, manufacturers, petroleum companies, traders and governments. The majority of our work is on a job by job basis except for the Its division where over 90% of revenues are from term. Apart from our government clients in the Its division, no individual customer contributes more than 2% to the group’s revenues. We currently employ over 9,500 people and operate 479 inspection offices and 243 testing laboratories in 94 countries.

We believe that the growth of the internet offers significant opportunities to expand our business. Increasingly, our customers are demanding closer integration between their systems and ours. We are actively improving our information technology systems to answer these demands. A new ordering, inquiry and reporting system is now online in the caleb brett division (“mycalebbrett.com”). Similar systems will be available in all our divisions in the near future. Other internet based it initiatives are also underway which will allow our divisions to provide better and more tailored services to our customers. This is in keeping with our commitment to put customers first.

An increasing number of commodities and products are being traded via the internet, mainly on business-to-business but also business-to-consumer sites. We provide testing, inspection and certification services for many of the commodities and products traded, ensuring that customers are able to buy products over the internet reliably and with confidence. We are working actively with sites to ensure we are integrated into their online buying and trading processes. Our goal is to be the service partner of choice in online inspection and testing. Our aim is to ensure that we have a market share in each e-business area equal to or greater than our market share in traditional

3.2 Organizational structure

3.3 Administration

Our objective for ITS Bangladesh is to increase our market share while maintaining our operating margin. We aim to achieve this by continuing to develop strong partnerships with our customers so that we can promote and provide all of our testing and certification services on a “one stop” basis. The continued development of our interactive websites and internet marketing is an integral part of this strategy. A new oracle computer system is being implemented in the united states that will allow customers on-line access to project status and test reports. We are increasingly organizing. Bangladesh into customer driven market segments such as telecommunications equipment, information technology equipment, medical equipment, building products and heating, ventilation and air conditioning equipment. We believe these segments allow for more focused and effective marketing. We have outsourcing partnerships with abs, electrolux and ericsson, and we anticipate that outsourcing will continue to be a growth area. In addition to the above initiatives, we are continuing to broaden the geographical spread of etl Bangladesh by making strategic acquisitions, particularly in europe where the market is mature and organic growth is slower. We also acquire businesses that allow us entry into niche markets such as explosives-

• Pre-shipment inspection for exports to uzbekistan

3.4 Scope

We expect the market for Labtest to continue growing as a result of increasing sourcing of products from developing countries. In addition, Labtest benefits from the greater consumer desire for product varieties, the trend towards shorter product life cycles and increasing awareness of consumer protectionism. Labtest aims to continue its strong revenue growth while maintaining its operating margins. We anticipate an increase in the volume of consumer products purchased over the internet which will potentially increase business for Labtest. We are developing our computer systems to allow our customers on line access to an ordering, reporting and analysis system. We continue to expand the geographical coverage of Labtest. In 2000 we opened offices in Bangladesh and madagascar and

3.4.1 Finance

Developed for clients requiring assurance during the loading and unloading process, Intertek personnel ensure that safety and quality requirements are met and that correct goods handling procedures are in place. Intertek Bangladesh’s container in-service verification certifies the sea-worthiness of containers giving you confidence that your goods will arrive and in the best condition.

Bangladesh product inspection services:

With Intertek acting as your eyes and ears on the shop floor, we help ensure you receive exactly the goods you ordered.

• Ipc (initial production checks)
• Dupro (during production checks)
• Fri (final random inspections)
• Commerical manufacturing expediting services

View a listing of our offices in Bangladesh .

Related Bangladesh services:

• Pre-shipment inspection for exports to Bangladesh
• Exporter and importer services
• Verfication services: container services
• Donor organisation services
• Verfication services: production services

Contact us to see how Intertek can help your organization with Bangladesh verification services.

3.4.2 Service

Labtest has the expertise to inspect and test a wide range of consumer products to the specifications required by retailers and distributors. Labtest testing facilities are usually located near to the point of manufacture of the product and range from the largest textile testing laboratory in the world in hong kong to small startup operations in new territories such as morocco. We employ experts in a number of specialist fields such as textile analysis and toy testing. Exporting your products? Intertek can help you comply with import and export requirements, ensuring smooth customs clearance.

Many goods are now produced in countries where the safety and performance requirements of the importing country or region are not always fully understood. These requirements have been put into place to ensure the safety of importing countries consumers. Unsafe and unreliable products can result in injury, death or damage to property as well as the costs associated with product recalls, compensation claims and the damage to a brand’s reputation.

Companies trading with these countries need to comply with the requirements in order for their goods to clear customs. Failure to do so can result in severe delays in goods clearance, penalties or even shipments being returned.

Intertek can issue the necessary certificates to meet these countries standards and ensure smooth customs clearance. Intertek has issued more than 1 million certificates and test reports and have undertaken more assessments of more products for longer than any other organization.

Intertek export and import related programmes in operation include:

• Certificates of conformity for exports to algeria
• Pre-shipment inspections for exports to Bangladesh
• Destination inspection for imports for ecuador
• Chartered engineers certificate for exports of used machinery to india
• Certificate of conformity for exports to kenya
• Product conformity certificate for exports to kuwait
• Certificate of origin inspection for exports to mexico
• Pre-shipment inspection for exports to mozambique
• Soncap certificate of conformity for exports to nigeria
• Pre-shipment inspection for exports to the philippines
• Certificate of conformity for exports to russia
• Certificate of conformity for exports to saudi arabia
• Destination inspection for imports for sierra leone
• Uae export development services
• Product conformity certificate for exports to uganda

3.4.3 Capital

Statement of financial accounting standards (“sfas”) 133, accounting for derivative instruments and hedging activities, as amended by sfas 137, accounting for derivative instruments and hedging activities — deferral of the effective date of fasb statement no. 133, and sfas 138, accounting for certain derivative instruments and certain hedging activities, is effective for the group as of January 1, 2001. Sfas 133 requires that an entity recognize all derivatives as either assets or liabilities measured at fair value. The accounting for changes in the fair value of a derivative depends on the use of the derivative. Derivatives that are not designated as part of a hedging relationship must be adjusted to fair value through income. If the derivative is a hedge, depending on the nature of the hedge, the effective portion of the hedge’s change in fair value is either (1) offset against the change in fair value of the hedged asset, liability or firm commitment through income or (2) held in equity until the hedged item is recognized in income. The ineffective portion of a hedge’s change in fair value is immediately recognized in income. Adoption of these new accounting standards will result in cumulative after-tax reductions in other comprehensive income on a u.s. Gaap basis of approximately TK.0.4 , in the first quarter of fiscal 2001. The adoption will also impact assets and liabilities recorded on the balance sheet on a u.s. Gaap basis. On January 1, 1999, eleven of the european union member states, including seven countries in which we operate, established fixed conversion rates between their existing currencies and adopted one common currency, the euro. The conversion to the euro eliminates currency exchange rate risk among the eleven member countries.

The currencies of the eleven member states remain legal tender in the participating countries during a three-year transition period from January 1, 1999 through January 1, 2002. Effective January 1, 1999, the euro is traded on currency exchanges and is available for non-cash transactions during the three-year transitional period. Beginning on January 1, 2002, the european central bank will issue euro-denominated bills and coins for use in cash transactions. On or before July 1, 2002, the participating countries will withdraw all bills and coins and use the euro as their legal currency.

Our operating units affected by the euro have established plans to address the issues raised by the conversion. These issues, among others, include such matters as pricing, continuity of contracts, accounting and financial reporting, taxation, treasury activities and computer systems. A number of our operating units in france and portugal have converted their systems and began reporting in euros during 2000. We anticipate that the remaining operating units will convert their local records to the euro during the three-year transition period.

Although we have not identified any immediate problems, we cannot be certain that the harmonisation of currencies in europe will not have a material adverse impact on the operating results, financial position or liquidity of our european businesses.

We are organised under the English companies act 1985 and, as set forth in our memorandum and. Intertek testing services limited is the ultimate parent company for the 148 subsidiary companies that conduct our business on a worldwide basis. Our significant are wholly owned. Intertek testing services hong kong limited and Intertek testing services na inc. Each contributed more than 10% of the operating income from continuing businesses for the group in 2000.

At, we operated from 479 offices and 243 laboratories in 94 countries. The majority of laboratories have approximately 10,000 to 20,000 square feet of space. Most of our properties are leased and approximately 76% of our leases expire in less than five years. Our principal executive office is located in london, england and occupies 6,960 square feet under a lease expiring in june 2006. The other leased premises have remaining terms generally ranging from 1 to 24 years. Our Labtest operation in hong kong currently occupies 180,800 square feet of a building in kowloon which it rents under various two year leases. The majority of the leases expire in 2001 and we currently expect that they will be renewed.

We own a small number of sites that had a net book value of TK.8.5 , attockholm, sweden occupies 161,400 square feet and accounts for TK.4.6 , of that total. The caleb brett facility in rotterdam, the netherlands, which occupies 34,000 square feet and is owned by its caleb brett nederland bv, has a net book value of TK.0.9, the etl Bangladesh facility in cortland, new york, which occupies 150,000 square feet and is owned by Intertek testing services na, inc., also has a net book value of TK.0.9 ,. We believe that our facilities are suitable for their present and intended purposes and are adequate for our current and expected levels of operations.we are aware of contamination at the following two properties which we presently own.

Cortland, new york, united states

Cortland is a major etl Bangladesh operating location with a significant heating, ventilation and air conditioning testing capacity. Site contamination was discovered and clean up efforts were started several years ago. These clean-up operations cost approximately $50,000 in 2000, and we estimate ongoing clean up operation costs of about $50,000 to $100,000 per annum. There is a risk that the regulators may require more expensive remedial work.

3.5 Board of directors

The board’s main roles are to create value for shareholders, to lead the group, to approve the group’s strategic objectives, and to ensure that the appropriate financial and other resources, as required, are made available to enable the group to meet set objectives. All directors have a wide range of experience and skills, bringing independent judgment to bear on issues of strategy, performance, resources, and standards of conduct.

Chairman

Appointed to the board as chairman in may 2002. He is a corporate lawyer and was a partner of a major Dhakafirm of solicitors, macfarlanes, for 30 years, (during twelve of which he was senior partner). He has been chairman of three listed companies, channel four television and Dhakabusiness school and, until recently, of equitable life assurance society. He is currently chairman of the national college for leadership and of korn ferry/whitehead mann, a director of amplifon s.p.a. (an italian public company) and a trustee of the j paul getty jr charitable trust.

Chief executive officer

Appointed to the board as chief executive officer in march 2005 after serving as a non-executive director since november 2002. He was previously chief executive officer of tüv product services for 10 years and chief executive officer and president of tüv süddeutschland ag from 1998 to 2002. Starting his career as a scientist in pharmacology and ergonomics, he established and led a broad range of successful international service industry businesses over 25 years. He is also currently a non-executive director of logica plc.

Chief financial officer

Appointed to the board as chief financial officer in April 2010. He had previously spent 11 years with bg group plc in various operational and corporate finance roles in the uk and middle east; the last 5 of which were as group financial controller. He started his career with mobil oil corporation, where he held various financial, commercial and management roles in the uk over seven years.

Lloyd is a chartered management accountant and holds an mba from herriott watt university.

Senior independent non-executive director

Appointed to the board as a non-executive director in may 2002. With a career that started in civil engineering, as a chartered accountant he has held positions in major international businesses including group finance director for bat industries and barclays plc and chief operating officer for zurich financial services. He is currently chairman of costain group plc and arena coventry ltd and a non-executive director of william hill plc and thomas cook plc, and is a former board member of the uk accounting standards board.

Non-executive director

Appointed to the board as a non-executive director in january 2006. Between 1989 and 2002, she was an officer of underwriters laboratories inc., a global provider of systems certification, product inspection, testing and certification, and held various positions there, including senior vice president, chief administrative officer and chief legal officer. Formerly a partner in a large international law firm, she is the managing attorney of rade law llc in chicago focused on corporate law, and legal issues concerning product testing, safety, certification, standards and regulations. Additionally, she is the chief executive officer of rade consulting llc providing corporate strategic planning services.

Non-executive director

Appointed to the board as a non-executive director in march 2006. He was an investment banker for nearly 30 years, for much of that time with morgan grenfell and deutsche bank, of which he was a managing director until 2001. He is a chartered accountant and has extensive corporate finance experience gained during his banking career in london, new york and hong kong. He is chairman of brooks macdonald group plc.

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non-executive director

Appointed to the board as a non-executive director in september 2009. He is currently pro-rector of commercial development at imperial college Dhakawhere he leads major international business development and project opportunities in the uk and internationally for the university. Edward was executive director of national grid plc from 2001 to 2008, a managing director at the bicc group from 1997 to 1999 and an executive and regional director at cable & wireless plc from 1989 to 1997. Previously he held senior business strategy positions in the uk and france.

Non-executive director

Appointed to the board as a non-executive director in september 2009. 10 years with vodafone plc until 2010 included roles as ceo for vodafone affiliates in the usa, africa, china and india from 2004 to 2008, and ceo/coo of vodafone uk from 2001 to 2004. Multiple board responsibilities at vodafone included verizon wireless in the usa, vodacom and safaricom in africa, china mobile (as alternate), as well as v