North South University A Business plan on Vietnam Airlines, Bangladesh Prepared for: Prepared by: Raisul Islam (Rsm) Asif Rahman Lecturer, North South University. I.D. # 092 0543 030 MD. Junayed Quadery Course: Working Capital Management (Fin 340) I.D. # 092 0415 030 Section: 3 Pramit Kumar Das I.D. # 093 0170 030 MD. Tanvir Rahman Mojumder I.D. # 093 0319 030 Date of Submission: 3rd January, 2013 1|Page Acknowledgement: We would like to thank our honorable faculty Mr. Raisul Islam for assigning us this project. He also helped us in making this project. By doing this project we came to know about the success possibility of airline business in Bangladesh. We are also great full to the Civil Aviation Authority of Bangladesh ( CAAB) who helped us by giving many necessary information. Finally we are thankful to Almighty Allah for completion this project in due time. 2|Page Table of Contents Contents Page No. Introduction 04 Mission & Vision , Management 05 SWOT Analysis 06 Competitors, Strategy and Alliance 09 Development Team 10 Business Plan 11 Marketing Strategy 13 Memorandum of Vietnam Airlines 15 Memorandum of Vietnam Airlines, 20 Planning Analysis (Proforma 26 Bangladesh Financial Analysis) of Vietnam Airlines Bangladesh: Conclusion 3|Page 32 Introduction: Airlines industry is one of the most profitable businesses in the world. Both the governments and private sectors are the dominant in the industry. But in Bangladesh this industry has not been performing well since its initial stage but most of the country around the world moving ahead by depending on it. The Airlines market in Bangladesh is very demandable but due to mismanagement it is not moving ahead. So there is a strong scope for Airlines to expand their market. The internal or domestic private investors are not capable to invest at a big scale. At this point the existing foreign Airlines companies can take this advantage very easily. In this report we are proposing a business plan for Vietnam Airlines as General Sales Agent (GSA) in Bangladesh. This Airline is the world’s third fastest growing Airline Company that has been operating its activities in many South Asian countries. As a GSA of Vietnam Airlines, we have studied many factors regarding this industry in Bangladesh and we have found that it is so profitable for Vietnam Airlines if it starts its operation in this country. 4|Page An overview of Vietnam Airlines: Vision: To expand Vietnam Airlines ltd. in the aviation market in Bangladesh as well as the whole world. Mission: To utilize the emerging airline market facilities in Bangladesh and to provide safe, Reliable, efficient and economical air transport services and to satisfy customer’s exceptions while earning sustainable profit and continuing to be a caring employer. Goal To provide and develop Safe, Efficient, Adequate, Economical and properly coordinated air transport services, internal as well as international. Management: The airline has been wholly owned by the Vietnam government. Even though Vietnam Airlines is state-owned, it plans to launch an initial public offering (IPO). This year has been ruled out because of the unfavorable global economic situation, but the company is in the final stages of selecting an investment bank to assist and hopes to complete the IPO in next year. 5|Page SWOT Analysis: In order to analyze the success possibility of Vietnam Airlines in Bangladesh we need to look at the current situation of this country. Though the Airlines market is not good but it is growing very faster. In that case Vietnam Airlines carefully observe its capability to operate its business in Bangladesh. Presented below is the SWOT analysis of Vietnam Airlines Strength of Vietnam Airlines: Vietnam Airlines has many wide bodies, the carrier is adding narrow bodies to strengthen its network in China, India and Myanmar and many other countries in Asia. The experienced man power that it is really a good strength of Vietnam to lead the market .These efficient man power are mostly experienced in the field rather that the literary experts of present days. So if Vietnam Airways can utilize the potentiality of these forces effectively undoubtedly it will be the emerging tiger of this arena. Weakness of Vietnam Airlines: The main weakness of Vietnam is the miss management. The management of Vietnam could never worked independently since the government owned type of organization with having inevitable government influence in almost enact and every corporate aspects of 6|Page this organization and always there was pressure from outside to entertain personal interest. Even from the very initial period Vietnam could not be able to recruit or deploy theright professional person for the right place to achieve it’s desired objectives. Thisunavoidable government influence .As a consequence Vietnam Airlines has reached at thismeasurable stage with aging fleet and burden of debts. At the same time considering the global standard of International Airlines, Vietnam Airlines is lagging behind. The staffs are not provided with modern technologies like Computer, internet facilities etc. Therefore, information flows, faster customer services are not ensured from the part of employees. Opportunity of Vietnam Airlines: The market is based on labor traffic, retuning residents, business travelers, medical purpose and tourists. The cargo market based on RMG, leather goods, medicine, perishables. 15carrier for its home like hospitality. The returning residents also prefer national carrier for home essence. 7|Page In terms of cargo, the perishables are mostly dependent on Airline services and also demanded for the RMG. In fact Airlines has over flow demand for cargo in Bangladesh. Threats for Vietnam Airlines: The main threat is considered the free entry of mega carriers like Saudia ,Gulf ,Etihad etc. Currently about 25 carriers are operating to/from Bangladesh. These carriers are mostly modern and have good financial strength and experience in this line. It would be very tough for Vietnam Airlines to survive in the market if it does not take necessary actions immediately to restructure the brand. The local private carriers are also doing well to be threat for Vietnam Airlines The airline market in Bangladesh is a growing industry. So establishing and operating business in this area is not as easy as other countries. 8|Page Competitors: Pressure from the private sector and the recognition of Vietnam Airlines difficulties in effectively serving the aviation market, the CAAB (civil Aviation Authority of Bangladesh ) has begin to liberalize the aviation market in Bangladesh and to provide authority for new airlines to operate both domestically and internationally. From the foreign carrier side Vietnam Airlines will face tough competition in almost all sectors. Especially the mega carriers Saudia, Emirates, Gulf, Etihad, Qatar, Emirates etc are moving very fast to occupy the market share of middle east bound passengers. Whereas the Cathay Pacific, Dragon Air, Singapore Airlines, Thai Airways, Malaysian Airlines are the great hurdle for the market of ASEAN bound passengers. Even for the regional sectors the Jet Airways, Indian Airlines, Air India, King Fisher may be a big factor to push Vietnam Airlines out of race. Strategic positioning Our strategic positioning is so big. We decided to establish more services outlets all over the country. Our plan is not only doing service activity but also some sorts of social and environmental works in a sense of corporate social responsibility. Strategic alliance An arrangement between parent Vietnam Airlines and subsidiary Vietnam Airlines in Bangladesh that will decide to share resources to undertake a specific, mutually beneficial project. Strategic alliance is less involved and less permanent than a joint venture, typically pool 9|Page resources to create a separate business entity. In a strategic alliance, each company maintains its autonomy while gaining a new opportunity. A strategic alliance could help a company develop a more effective process, expand into a new market or develop an advantage over a competitor, among other possibilities. Development team: We will have big well developed team for our business. We always look forward for new strategies. We will try to find out new ideas for our Airlines business. Vietnam Airlines in Bangladesh will follow the same practices like its parent country. Under this full guidelines will be provided by the parent company that should be addressed in such a corporate Code of Conduct or Ethics Policy in order to provide clear guidelines to affected Persons on acceptable and unacceptable business practices. The guidance recommends that such a policy apply to (and be acknowledged in writing by) the entire organization, including subsidiaries, and all employees, officer, director and agents (banks should consider having outside parties acknowledge some or all of their Code depending generally on the relative importance of the agent or consultant's services to the institution and whether the third party is covered by a professional code or standard that prescribes ethical conduct). Training and compliance monitoring should be integral parts of the Code or Policy. Violator should be subject to specific and appropriate actions to deter wrongdoing, compel accountability, and promote adherence to the Code or Policy. 10 | P a g e Our company guidance includes by reference many other pre-existing laws, regulations, Our Company Statements of Policy, and other guidance. Codes of Conduct may take the form of separate statements of ethical principals or standards of behavior for affected persons, supplemented with attachments or by cross-references to relevant policies or procedures designed to help individuals make ethical business decisions in a specific situation. Every airline should review all of the elements contained in this guidance and compare them to its existing Code of Conduct or Ethics Policy to ensure that all elements are appropriately addressed. Business Plan: Business plan is crucial to the overall success and growth of the airline, and must be kept in mind in the organizational plan and structuring of the airline. Establishing a high level of operational oversight and quality control that will ensure that the airline always lives up to its marketing commitments and fulfills the promise of a high level of service, customer satisfaction, convenience, and safety, at a reasonable, highly competitive fare. Avoiding the temptation to go head-to-head with established carriers on routes that already are well-served, unless solid evidence exists of additional, significant pent-up demand, or widespread customer dissatisfaction with existing services. Maintaining flexibility that enables the airline to always respond and adapt to changing market conditions and opportunities, without being erratic, and employing equipment, scheduling, and staffing on a basis that is sufficient to get the job done properly, efficiently, and at a high rate of return, without "overkill" or fielding costly excess capacity or, conversely, unduly cancelling scheduled flight operations. 11 | P a g e Identifying, developing, and quickly and cost-effectively exploiting opportunities for new markets, new market concepts, and expanded sales potential. Supplementing regularly scheduled passenger service with both regularly scheduled and also special cargo services when and where sufficient demand exists, and also with seasonal, peak-period, and other intermittent passenger services on certain key regional, seasonal, and variable routes where very high load factors can be predicted despite existing but lower-quality competition, or where competition cannot meet the demand. Larger, longer-range, or specialized aircraft may be employed on a charter or wet-lease basis to provide these supplemental, but potentially highly profitable, passenger and cargo services. Looking to combine the core aviation business with ancillary marketing concepts and activities and ground-based operations that support, supplement, and complement the aviation elements of the business, including such activities as package-, group-, and charter-travel program offerings; value-added sales and customer services, both land- and Internet-based; construction and operation of enhanced passenger-, baggage-, and cargohandling facilities and services; and other logical business pursuits both within and outside the immediate aviation business. Avoiding growth for growth's sake, and instead looking for solid niche-enlargement opportunities that will allow incremental, but always profitable, expansion. 12 | P a g e Marketing Strategy The proposed new airline intends to cut out new territory as it goes about marketing itself. While it will clearly serve the target markets of South Asia and Europe, it will just as clearly be a different kind of player on the field, and will seek to be known not only as a Western airline, but at the cutting edge of the aviation business in Europe. The airline's emphasis on the latest information and electronic technology, and its stress on comfort, convenience, safety and customer service, will be cornerstones on which the marketing strategy will be built. The airline will utilize a combination of methods to achieve the recognition that it both desires and needs. A fairly large advertising budget is planned to buy the space and time to get its name and message in front of the largest possible group of potential customers that it can. Given the crowded field of Bangladeshi airlines, it is better to come on like a lion than a lamb, or it may be lost in the herd. The airline will also utilize public relations to good advantage to extend and supplement its advertising budget. There are a number of "hooks," aside simply from its newness, that the airline can utilize to get the media's attention. The airline is opening up new markets, and it also is transcending the 13 | P a g e technological barrier with the latest technology in the business in Bangladesh, or anywhere. It has big ambitions, but knows that it needs to serve the customer first to realize them and it wants to know and serve its markets better than anyone else. Everything about this airline, from its name to its colors, from the look of its planes to its airport kiosks, from its smart but informal crew uniforms to its advertisements and literature should set it apart and it costs little more to do things freshly and smartly than the more ordinary way of doing things. An organization is new only once in its life, so the airline should grab that opportunity and get all the attention it can at the outset and it needs to have both an adequate budget, as well as an outwardly directed management, to achieve that end. The new airline will become known as one where all the staff practice the motto, "We have a job to do, and we do it every day - for you!"" 14 | P a g e Memorandum: MEMORANDUM OF ASSOCIATION (amended by Special Resolutions passed on 26 January l987 and l6 July l992) OF Vietnam Airlines Company Limited l. The Name of the Company is "Vietnam Airlines Company Limited". 2. The Company is to be a public company. 3. The Registered Office of the Company will be situate in Socialist Republic of Vietnam. 4. The Objects for which the Company is established are:(A) To establish airlines for the purpose of transport of passengers and cargo of all descriptions and to provide air charters and such other services as may be incidental to or conveniently combined with other business or airlines on domestic as well as international routes. (B) To succeed to the undertaking of the Vietnam Airlines Board (a corporation established by the Civil Aviation Act l98l and constituted in accordance with the Vietnam Airlines Board Act l993), including all property, rights, liabilities and obligations of the Board, both inside and outside the Vietnam, which are to be vested in the Company by virtue of section 3 of the Civil Aviation Act l993. (C) To carry on business as an airline and air transport undertaking and to provide air transport services and carry out all other forms of aerial work, whether on charter terms or otherwise, and to carry on any other trade or business or do anything which is calculated to facilitate or is auxiliary to or associated with such business including to carry on any business now or formerly carried on by the Vietnam Airlines Board and its subsidiary and associated companies. 15 | P a g e (D) To buy, sell, manufacture, repair, alter, improve, manipulate, prepare for market, let and take on hire, and generally deal in all kinds of aircraft, plant, machinery, apparatus, tools, utensils, materials, produce, substances, articles and things. (E) To carry on any business involving the ownership or possession of land or other immovable property and to build, construct, maintain, alter, enlarge, pull down and remove or replace any buildings, shops, factories, offices, works, machinery, engines and to clear sites for the same or to join with any person, firm or company in doing any of the things aforesaid and to work, manage and control the same or join with others in so doing. (F) To provide for any person technical advice or assistance, including research services, as respects any matter in which the Vietnam Airlines Board had or the Company has skill or experience. (G) To maintain, unless and until terminated in accordance with its provisions, any scheme for the payment of pensions, allowances or gratuities which has been established by virtue of any enactment for the benefit of members, or employees, of the Vietnam Overseas Airways Corporation, the Vietnam Airlines Board, or for the benefit of other persons entitled to benefit under such a scheme who are connected with the Corporations or the Board, and which is in force when the Company succeeds to the property, rights, liabilities and obligations of the Board. (H) To act as an investment holding company and to co-ordinate the business of any companies in which the Company is for the time being interested, and to acquire (whether by original subscription, tender, purchase, exchange or otherwise) and whole of, or any part of the stock, shares, debentures, debenture stocks, bonds or other securities issued or guaranteed by anybody corporate, constituted or carrying on business in any part of the world or by any Government, sovereign ruler, commissioner, public body or municipal or local authority and to hold the same as investments and to sell, exchange, carry and dispose of the same. (I) To enter into contracts, agreements and arrangements with any other company for the carrying out by such other company on behalf of the Company of any of the objects for which the Company is formed. 16 | P a g e (J) To acquire, undertake and carry on the whole or any part of the business, property and liabilities of any person or company carrying on any business which the Company is authorized to carry on or possess, or which may seem to the Company capable of being conveniently carried on or calculated directly or indirectly to enhance the value of or render profitable any of the Company's property or rights, or any property suitable for the purposes of the Company. (K) To enter into any arrangements with any Government or authorities, supreme, municipal, local or otherwise, that may seem conducive to the Company's objects or any of them, and to obtain from any such Government or authority any rights, privileges, and concessions which the Company may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions. (L) To apply for, or join in applying for purchase or by other means acquire and protect, prolong and renew whether in the Socialist Republic of Vietnam or elsewhere any patents, patent rights, brevets d' invention, licenses, registered designs, protections and concessions, which may appear likely to be advantageous or useful to the Company, and to use and turn to account and to manufacture under or grant licenses or privileges in respect of the same, and to expend money in experimenting and testing and making researches, and in improving or seeking to improve any patents, inventions or rights which the Company may acquire or propose to acquire. (M) To enter into partnership or into any arrangement for sharing profits, union of interests, cooperation, joint venture, reciprocal concession, or otherwise with any company, or with any employees of the Company, including in such case if thought fit the conferring of a participation in the management or its directorate, or with any company carrying on or engaged in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company. And to lend money to, guarantee the contracts of, or otherwise assist any such company, and to take or otherwise acquire shares or securities of any such company, and to sell, hold, re-issue, with or without guarantee, or otherwise deal with the same. (N) To subsidize and assist any persons or companies and to act as agents for the collection, receipt or payment of money and generally to act as advisers, consultants, brokers and agents for and render services to customers and others. 17 | P a g e (O) To enter into any guarantee, contract of indemnity or surety ship and in particular either with or without the Company receiving any consideration or advantage, direct or indirect, from giving any such guarantee, and to guarantee or secure by personal covenant or by mortgaging or charging all or any part of the undertaking, property and assets present and future and uncalled capital or by both such methods or by any other means whatsoever the performance of the obligations and the payment of any monies (including but not limited to capital or principal, premiums, dividends or interest, commissions, charges, discount and any costs or expenses relating thereto whether on any stocks, shares or securities or in any other manner whatsoever) by any company, firm or person including but not limited to any company which is for the time being the Company's holding company as defined by Sections 736 and 736A of the Companies Act l985 as amended by the Companies Act l989, or a subsidiary of the Company or of the Company's holding company as so defined or any company, firm or person who is for the time being a member or otherwise has any interest in the Company or is associated with the Company in any business or venture or any other person, firm or company whatsoever. 5. The authorized capital of the company is $800 million divided into 16 million ordinary shares of $50 each with power to enhance, reduce or consolidate the share capital and to divide the shares of the company into different classes and kinds subject to the provisions of the Companies Act, 1981. We the several persons, whose names and addresses are subscribed below are desirous of being formed into a Company in pursuance of the Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names:- 18 | P a g e Name and NIC No. Father's/ National Occupati Residenti Number Signature surname (in case of Husban ity with on al of shares s (present & foreigner, d's any Address taken by former) in Passport Name in former in full each full (in No) full National Block subscriber ity Letters) Total number of shares to be taken Dated: the....................................day of..................................20........... Witness to above signatures. No. 1 No. 2 Signatures Signatures Name: Name: Father’ s name Father’ s name CNIC No. CNIC No. Occupation: Occupation: Address: 19 | P a g e Address: THE COMPANIES ACT, 1994 (COMPANY LIMITED BY SHARES) Memorandum of Association Of Vietnam Airlines Bangladesh Limited I. The name of the Company is "Vietnam Airlines Bangladesh Limited” II. The Registered Office of the Company will be situated in the Peoples Republic of Bangladesh. III. The objects for which the Company is established are following:1. To act as general sales agent of Vietnam Airlines in Bangladesh. 2. To seek and obtain association and recognition from IATA(International Air Transport Association), international airlines, local airlines, and international and local travel agents, associations and to kept liaison with tourist bureaus, government departments and other agencies dealing with travel and transport. 3. 20 | P a g e For the purposes of achieving the above objects, the company is authorized:- 1) To borrow or raise money by means of local and foreign currency loans from scheduled banks, industrial banks and financial institutions and other specialized institutions or non-bank finance companies for the purpose of purchase, manufacture, market, supply, export and import of machinery, and improvements, repair and renovations of buildings,, sheds, offices, commercial complexes, building and for the purpose of working capital or for any other purpose. 2) To arrange money by issue of debentures, debenture stock, perpetual or otherwise convertible into shares and to mortgage, or charge the whole or any part of the property or assets of the Company, present or future, by special assignment or to transfer or convey the same absolutely or in trust as may seem expedient and to, purchase, redeem or payoff any such securities. 3) To purchase/import raw materials, machinery, equipments and allied items required in connection thereto in any manner the company may think fit; 21 | P a g e 4) To purchase, take on lease or in exchange, hire, apply for or otherwise acquire and hold for any interest, any rights, privileges, lands, building, easements, trade marks, patents, patent rights, copyrights, licences, machinery, plants, stock-in-trade and any movable and immovable property of any kind necessary or convenient for the purposes of or in connection with the Company's business or any branch or department thereof and to use, exercise, develop, grant licences in respect of or otherwise turn to account any property, rights and information so acquired, subject to any permission required under the law. 5) To open accounts with any Bank or Banks and to draw, make, accept, endorse, execute, issue, negotiate and discount cheques, promissory notes, bills of exchange, bills of lading, warrants, deposit notes, debentures, letter of credit and other negotiable instruments and securities. 6) To own, establish or have and maintain branches and agencies all over Bangladesh. 7) To acquire by concession, grant, purchase, barter, licence either absolutely or conditionally and either solely or jointly with others any lands, buildings, machinery, plants, equipments, privileges, rights, licences, trade marks, patents, and other movable and immovable property of any description which the Company may deem necessary or which may seem to the Company capable of being turned to account, subject to any permission as required under the law. 8) To invest surplus money of the Company in shares, stocks or securities of any company, debentures, debenture stocks or in any investments, short term and long term participation, term finance certificates or any other government securities in such manner as may from time to time be decided by the directors, without indulging non banking finance business, banking business or an investment company or any other any lawful business. 9) To guarantee the performance of contracts, agreements, obligations or discharge of any debt of the company or on behalf of any other company or person subject to the provisions of section 195 of the Companies Act, 1994 in relation to the payment of any financial facility including but not limited to loans, advances, letters of credit or other obligations through creation of any or all types of mortgages, charges, pledges, hypothecations, on execution of the usual banking documents or instruments or otherwise encumbrance on any or all of the movable and immovable properties of the company, either present or future or both and issuance of any other securities or sureties by any mean in favour of banks, Non-Banking Finance Companies (NBFCs) or any financial institutions and to borrow money for purpose of the company on such terms and conditions as may be considered proper. 22 | P a g e 10) To purchase, hold and get redeemed, debentures, bonds of any company, financial institution or any Government institutions; 11) To enter into arrangements with the government or authority (supreme, municipal, local or otherwise) or any corporation, company, or persons that may seem conducive to the Company’s objects or any of them and to obtain from any such government, authority, corporation, company or person any charters, contracts, rights, privileges and commission which the Company may think desirable and to carry on exercise and comply with any such charters, contracts, decrees, rights, privileges and concessions. 12) To act as representatives, for firm or company and to undertake and perform subcontracts, and also act in the business of the Company through or by means of agents, sub-contractors and to do all or any of the things mentioned herein in any part of the world and either alone or in collaboration with others and by or through agents, subcontractors or otherwise. 13) To sell, transfer, mortgage, pledge, exchange or otherwise dispose of the whole or any part of the property or the undertaking of the Company, either together or in portions for such consideration as the Company may think fit and in particular, for shares, debenture-stock or securities of any Company purchasing the same or to any other legal entity or person, by other means, permissible under the law. 14) To conduct, encourage, promote, support, arrange and organize seminars, symposiums, exhibitions, fairs, conferences, lectures, demonstrations and other similar activities for promotion of sales or other business interests of any person, companies, firms, individuals, associations, local or government bodies, foreign governments, and international agencies, in Pakistan and any part of world for and on behalf of customers and for that purpose to carry out market surveys, researches, training programs and other activities. 23 | P a g e 15) To carry out joint venture agreements with other companies or countries within the scope of the objects of the company. 16) To make known and give publicity to the business and products of the company by means the company may think fit. 17) To establish, promote or assist in establishing or promoting and subscribe to or become a member of any other company, association or club whose objects are similar or in part similar to the objects of this Company or the establishment or promotion of which may be beneficial to the Company, as permissible under the law. 18) To give any servant or employee of the Company commission on the sale of the products and for that purpose to enter into any agreement or scheme of arrangement as the Company may deem fit and to get any servant or employee of the Company insured against risk of accident in the course of their employment. 19) To establish and support or aid in the establishment and support of associations, institutions, funds and conveniences calculated to benefit the directors employees, exemployees of the Company or any dependent thereof and to grant pensions, gratuities, allowances, relief and payments in any manner calculated to benefit the persons described herein. 20) To apply for and obtain necessary consents, permissions and licenses from any Government, State, Local and other Authorities for enabling the Company to carry on any of its objects into effect as and when required by law. 21) To cause the Company to be registered or recognized in any foreign country and carry on its business activities in any part of the world. 22) To do and perform all other acts and things as are incidental or conducive to the attainment of the objects of the company; 6. It is, hereby, undertaken that the Company shall not engage in banking business or Forex, illegal brokerage, or any business of investment company or non-banking finance company or insurance or leasing or business of managing agency or in any unlawful business and that nothing contained in the object clauses shall be so construed to entitle it to engage in such business directly or indirectly and the Company shall not launch multi-level marketing (MLM), Pyramid and Ponzi schemes. 7. Notwithstanding anything stated in any object clause, the company shall obtain such other approval or license from Competent Authority, as may be required under any law or the time being in force, to undertake a particular business. IV. The liability of the members is limited. V. The authorized capital of the company is $300 million divided into 15 million ordinary shares of $20 each with power to enhance, reduce or consolidate the share capital and to divide the shares of the company into different classes and kinds subject to the provisions of the Companies Act, 1994. We the several persons, whose names and addresses are subscribed below are desirous of being formed into a Company in pursuance of the Memorandum of Association and we respectively agree to take the number of shares in the capital of the Company set opposite to our respective names:Name and surname NIC No. (in case Father's/ (present & former) of foreigner, Husband's in full (in Block Passport No) Name in full Letters) Nationality Occupation with any former Nationality Residential Address in full Total number of shares to be taken Dated: the....................................day of..................................20........... 24 | P a g e Number of Signatures shares taken by each subscriber Witness to above signatures. No. 1 No. 2 Signatures Signatures Name: Name: Father’ s name Father’ s name CNIC No. CNIC No. Occupation: Occupation: Address: Address: 25 | P a g e Financial Planning Analysis (Proforma Analysis) of Vietnam Airlines Bangladesh: (Figures in millions, Currency is USD) Cash Flow Statement of Vietnam Airlines Bangladesh 2007 2008 2009 2010 2011 Cash Flows From Operating Activities Net Income Depreciation and amortization Deferred income taxes Accounts receivable Inventory Account payable Other working capital Other non-cash items Net cash provided by operating activities 1,429 278 26 -304 2,841 4,269 -517 57 429 -851 2,328 1,445 -7 147 24 40 -40 395 312 -15 1,676 2,718 1,966 3,285 -127 29 224 54 1,522 1,703 Cash Flows From Investing Activities Investment in property, plant and equipment Acquisitions Net Purchases of investments Sales/Maturities of investments Purchases of intangibles Other investing activities Net cash used for investing activities -2,097 -9 0 -48 852 -1,301 14 -22 -1,339 -1,347 -302 -1 533 -34 -1,159 - 963 2 -261 -20 -288 -567 0 -623 -56 -901 -1,580 344 -1,313 -1,863 -55 -1,186 -162 1 -237 -100 -45 -383 711 -272 -1,557 -1,055 Net cash provided by (used for) financing activities -2,832 -1,403 -336 284 -2,884 Net change in cash Cash at beginning of period Cash at end of period Free cash in flow OperatingCashFlow Capital Expenditure Free Cash Flow 48 5,094 5,119 54 5,119 3,839 57 3,839 4,472 59 4,472 7,434 64 7,434 4,703 4,269 -2,144 2,125 1,445 1,966 -2,053 - 1,594 -607 372 3,285 -1,243 2,042 1,703 -1,697 6 Cash Flows From Financing Activities Common stock issued Dividends Other financing activities 26 | P a g e Proforma Balance Sheet of Vietnam Airlines Bangladesh ASSETS Current Assets Cash Net accounts receivable Inventory Temporary investment Prepaid expenses Total Current Assets 2008 2009 2010 2011 $54 $367 $177 $12 $2 $612 $57 $396 $191 $12 $2 $658 $59 $426 $203 $12 $2 $702 $64 $435 $205 $12 $2 $718 $42 $656 $903 $608 $61 $2,270 $2,882 $43 $656 $928 $631 $65 $2,323 $2,981 $43 $684 $983 $642 $68 $2,420 $3,122 $46 $727 $1,021 $654 $72 $2,520 $3,238 LIABILITIES Current Liabilities Accounts payable Short-term notes Current portion of long-term notes Accruals & other payables Total Current Liabilities $246 $24 $14 $14 $298 $252 $25 $14 $14 $305 $258 $26 $14 $14 $312 $277 $28 $15 $14 $334 Long-term Liabilities Mortgage Other long-term liabilities Total Long-term Liabilities $897 $443 $1,340 $931 $485 $1,416 $978 $527 $1,505 $1,021 $576 $1,597 SHAREHOLDERS' EQUITY Capital stock Retained earnings Total Shareholders' Equity TOTAL LIABILITIES & EQUITY $300 $944 $1,244 $2,882 $300 $960 $1,260 $2,981 $300 $1,005 $1,305 $3,122 $300 $1,007 $1,307 $3,238 Fixed Assets Long-term investments Land Buildings (net of depreciation) Plant & equipment (net) Furniture & fixtures (net) Total Net Fixed Assets TOTAL ASSETS 27 | P a g e Proforma Income Statement of Vietnam Airlines Bangladesh REVENUE Gross sales Less sales returns and allowances Net Sales 2008 $500 200 $300 2009 $650 230 $420 2010 $720 280 $440 2011 $850 320 $530 COST OF SALES Beginning inventory Plus goods purchased / manufactured Total Goods Available Less ending inventory Total Cost of Goods Sold $350 120 $470 360 $110 $360 165 $525 420 $105 $420 185 $605 435 $170 $435 190 $625 440 $185 Gross Profit (Loss) $190 $315 $270 $345 OPERATING EXPENSES Selling Salaries and wages Commissions Advertising Depreciation Other Total Selling Expenses $35 12 10 14 5 $76 $41 14 12 15 6 $88 $46 16 14 16 6 $98 $52 18 20 16 7 $113 General/Administrative Salaries and wages Employee benefits Payroll taxes Insurance Rent Utilities Depreciation & amortization Office supplies Travel & entertainment Postage Equipment maintenance & rental Interest Furniture & equipment Total General/Administrative Expenses $12 4 2 6 8 2 3 1 3 1 0 0 3 $45 $14 5 3 6 8 2 4 1 3 1 0 1 4 $52 $16 5 3 7 9 2 4 1 3 1 1 1 4 $57 $18 6 4 7 9 3 5 1 4 2 1 2 5 $67 Total Operating Expenses $121 $140 $155 $180 Net Income Before Taxes Taxes on income Net Income After Taxes $69 22 $47 $175 32 $143 $115 26 $89 $165 28 $137 $0 0 $0 0 $43 12 $0 0 $47 $143 $120 $137 Extraordinary gain or loss Income tax on extraordinary gain NET INCOME (LOSS) 28 | P a g e Ratio Analysis Liquidity Ratio 2007 2.053691275 1.459731544 314 2008 2.157377049 1.531147541 353 2009 2.25 1.599358974 390 2010 2.149700599 1.535928144 384 2011 2.214191617 1.582005988 395.52 548 16 26.89473684 562 18 27.91176471 603 19 30.81557377 612 21 27.375 630.36 23 28.19625 DSO 60.31779661 54.88518519 54.22857143 44.10416667 45.42729167 DPO 52.63684211 45.39495798 46.37295082 41.45357143 42.69717857 cash conversion period 34.57569135 37.40199191 38.67119438 30.02559524 30.9263631 liquidity RATIO Current Ratio Quick Ratio working capital working capital requirement net liquid balance D.I.H Interpretation: The overall liquidity position is in satisfactory level. As during this period, both the ratios were above the industry average. Almost all the ratios are nearly constant and rapidly growing. According to time series analysis between the year 2007 to 2011. Its Days inventory held, days sales outstanding, days payable outstanding ratios are looking very good according the industry average. So they should be concern about their inventories, payables and receivables. 29 | P a g e Debt management Ratio and turnover ratio 2007 2008 2009 2010 2011 56.83553088 57.7323046 58.19987188 59.94441013 61.74274243 Ratio 3 5.64516129 6.052631579 7.173913043 7.389130435 Inventory Turnover 13.57142857 13.07692308 11.84466019 13.33333333 13.73333333 Average Collection Period 60.31779661 54.88518519 54.22857143 44.10416667 45.42729167 Average Payment Period 52.63684211 45.39495798 46.37295082 41.45357143 42.69717857 Total Asset Turnover 0.104094379 0.140892318 0.140935298 0.163681285 0.168591723 Debt Ratio Times Interest Earned Interpretation: The overall debt management and turnover ratios position is not in satisfactory level. But as a growing company it is not bad. Their average collection period and average payment period is satisfactory according to other companies. So they should be concern about that. The other debt management and turnover ratios are is in satisfactory lever according to industry average and quite good for a growing farm. 30 | P a g e Performance Ratio Performance Ratio 2007 2008 2009 2010 2011 16.10169492 23.33333333 19.28571429 20.53571429 21.15178571 Operating Profit Margin 5.847457627 12.96296296 8.214285714 9.821428571 10.11607143 Net Profit Margin 3.983050847 10.59259259 8.571428571 8.154761905 8.399404762 R.O.A 1.630811936 4.79704797 3.843689942 4.231006794 4.357936998 R.O.E 3.778135048 11.34920635 9.195402299 10.48201989 10.79648049 Gross Profit Margin Interpretation: The overall performance ratios position is in satisfactory level according to industry average. All the ratios are at growing stage. But between the performance ratios net profit margin ration fall after a certain period which is alarming for a company. So they should be concern about that. Overall the performance is good so far according to time series analysis. 31 | P a g e Conclusion: After compliting all the analysis we find that Vietnam Airlines, Bangladesh will be a feasible investment in Bangladesh as a GSA of Vietnam Airlines. It is possible to generate a great pool of profit by operating in Bangladesh for Vietnam Airlines. Beacuse the number of fliers in Bangladesh are increasing day by day and airlines indutries are one of the booming industries in Bangladesh. We think, Vietnam Airlines, Bangladesh will do a good business in Bangladesh and serve the customer quality service in full manner. 32 | P a g e