Annual Report: GSP Finance Company (Bangladesh) Limited
Annual Report: GSP Finance Company (Bangladesh) Limited
Annual Report
Letter of Transmittal.............................................................................................................................................. 04
Corporate Information............................................................................................................................................ 08
Directors' Report.................................................................................................................................................... 20
Financial Highlights............................................................................................................................................... 44
Financial Statements............................................................................................................................................. 49
All Shareholders
Bangladesh Bank
Bangladesh Securities and Exchange Commission
Registrar of Joint Stock Companies & Firms
Dhaka Stock Exchange Limited
Chittagong Stock Exchange Limited
Subject: Annual Report for the year ended December 31, 2017
On behalf of the Board of Directors of GSP Finance Company (Bangladesh) Limited, the undersigned is pleased
to present a copy of the Annual Report for the year ended December 31, 2017 together with the audited
Financial Statements including consolidated and separate Balance Sheet, Income Statement, Cash Flow
Statement, Statement of Changes in Equity for the year ended December 31, 2017 and along with notes
thereon for your kind perusal and record.
Thanking you,
Sincerely yours,
Notice is hereby given that the 23rd Annual General Meeting of the shareholders of GSP Finance Company (Bangladesh) Limited
will be held on Wednesday, March 14, 2018 at 11.30 a.m. at the Institution of Diploma Engineers, Bangladesh, IDEB Bhaban, 160/A,
Kakrail, Dhaka-1000 to transact the following business:
01. To receive and adopt the Directors’ Report to the Shareholders, Auditors’ Report and Audited Financial Statements for the
year ended December 31, 2017.
02. To declare Dividend for the year ended December 31, 2017.
03. To elect Directors in place of those who shall retire by rotation in accordance with the provision of Articles of Association
of the Company.
04. To appoint Auditors of the Company for the year 2018 until the conclusion of the next Annual General Meeting and to fix
their remuneration.
Notes:
N.B: Members may please note that no gift or benefits in cash or kind shall be given at the AGM.
MISSION
High quality financial services with state of the art technology.
Working closely with our clients.
Maximizing return on equity.
Maintaining a high standard of professional ethics.
Securing a sustainable growth strategy.
STRATEGIC OBJECTIVES
Create high quality investment portfolio.
Strengthening our position in capital market operation.
Continuous diversification for maximization of shareholders’ value.
Maintain long-term business relationship with our clients.
Retaining most dynamic people with good aptitude.
Responding quickly to new opportunities.
Balanced diversification of funding sources.
Strengthening corporate governance practices.
CORE VALUES
Integrity
Commitment
Transparency
Service Excellence
Business Ethics
Teamwork
Prudent risk taking
Clients Focus
Friendly Environment
Equal opportunity
Trust & Respect
Pursuant to the requirement of Bangladesh Securities and Exchange Commission, GSP Finance Company (Bangladesh)
Limited formed a subsidiary in the name of “ GSP Investments Limited “ with a view to separate its Merchant Banking
operation which was approved by Bangladesh Securities and Exchange Commission vide their letter no. SEC/
Reg./MB/SUB-16/2011/113 dated August 14, 2014. GSP Investments Limited duly incorporated with the RJSC, Dhaka as
a private limited company with an authorized and paid up capital of Tk. 500 million and Tk. 250 million respectively.
Deposit schemes
Monthly income deposit
Quarterly income deposit
Half yearly income deposit
Yearly income deposit
Double income deposit
Issue Management
Underwriting
Portfolio Management
Margin Loan
Advisory Services on securities
Securities Trading Services
Mr. Moin U. Haider has been a shareholder of the Company since 2000 and became a Director
in 2005. He is a graduate in Business-Economics from Lewis & Clark College, Portland, Oregon,
USA in 2003 and has an Associate of Occupational Studies Degree in Automotive Technology
from Universal Technical Institute, Phoenix, Arizona, USA in 2004. Mr. Haider has also obtained
the Canadian Securities Certification from Canadian Securities Institute, Toronto, Canada in
2012. Mr. Moin U. Haider has been elected as Chairman of the Executive Committee of the
Board of GSP Finance Company (Bangladesh) Limited in 2016.
Mr. Wajid Ali Khan Panni has recently been appointed as an Independent Director of GSP
Finance Company (Bangladesh) Limited. Mr. Panni was born in 1944. He studied in Darjeeling,
India, then Aitchison College and F.C College in Lahore. Mr. Panni was a founder Trustee of
Education, Science, Technology and Cultural Development Trust (ESTD) and a member of the
Governing Council of Independent University Bangladesh (IUB). He was the first Vice president
(Finance and Administration) Mutwali, Wajid Ali Khan Panni Waqf Estate, Karatia, Tangail. He
was elected to parliament as an Independent Candidate in 1986, Deputy Foreign Minister from
1986 to 1988. Chairman District Council, Tangail from 1988 to 1990. He was High Commissioner
of Bangladesh to Malaysia from March 1997 to December 1999. Mr. Panni is presently actively
involved in IUB and the the trust which he is a member and a Share holder/ Director of Shapla
Technologies Ltd.
Mr. Berthold, a native German, has been living in Hong Kong since 1977. He established an
investment firm, Deutsche Asiatische Beteiligungsgesellschaft (DBA) Ltd. in 1996. As Chairman
/CEO of DBA Ltd. He oversees the firm’s investment activities, including but not limited to
Private Equity investments. Prior to establishing his own business, he worked for several major
German Banks in Hong Kong as the head of private banking and portfolio management (AUM
exceeding 1 bn USD) with regional responsibility. He is the Chairman of Sino Investment
Management Services Ltd. (SIMS) and CEO/ Chairman of Helicon Enterprises Co. Ltd, a property
investment company. Mr. Berthold serves as an independent director /advisor on various boards
and investment committees. He is an honorary member of the Hong Kong Association of
Financial Advisors (FHKFA) and a licensed representative (RA6) of the HK SFC. Mr. Berthold
holds a degree in business administration and economics (Diploma Kaufmann) from the
University of Mannheim, Germany.
Ms. Silwat A. Haider Director of GSP Finance Company (Bangladesh) Limited served as a
Management Consultant with AEA Consulting London, UK from 2001 to 2003. Between 2003 to
2005 she served with Arts Council England, London, UK as a Capital Projects Officer. Ms. Haider
also served as Grants Manager for Capital Projects with Big Lottery Fund London, UK; European
Social Fund (ESF) Programme Coordinator with Learning and Skills Council (LSC) London, UK and
Project Manager with Mouchel, Management Consultancy, London, UK. At present she is
working as a Project Director of Natural History Museum, London, UK. During her long tenure,
she has worked in various areas of Arts, Culture & Economics. Ms. Haider holds a B. Sc. (Econ)
International History (Hons) from London School of Economics & Political science, University of
London and a M. A. in Art History and Archeology from the School of Oriental and African
Studies, University of London. She is also a qualified PRINCE 2 Practitioner and MSP
Practitioner.
Mr. Abu Zafar Hedaytul Islam is the Managing Director & CEO of GSP Finance Company
(Bangladesh) Limited. Prior to this assignment Mr. Islam was the Deputy Managing Director of
Trust Bank Limited.
A post graduate in Economics from the University of Dhaka, started his Banking career in 1986
as a probationary officer with IFIC Bank Limited. During 31 years career he also served in Eastern
Bank Limited. He attended a number of workshop & seminars at home and abroad. He is a
widely travelled man and he visited countries like USA, Canada, Australia, Germany, Italy, UK,
Holland, Austria, Malaysia, Singapore, UAE, Bahrain and India etc.
Executive Committee
Chairman Credit Committee
Mr. Moin U. Haider Chairman
Abu Zafar Hedaytul Islam
Members
Mr. Feroz U. Haider Members
Mr. Saber Hossain Chowdhury Mr. Helal Uddin
Col. M. Nurul Islam Psc. (Retd.) Mr. Mizanur Rahman
Mr. Mohamed Abdul Jalil Mr. Zillur Rahim Chowdhury
Mr. Syed Sharif Zamal
Audit Committee Mr. Wahidul Islam
Chairman
Col. M. Nurul Islam Psc. (Retd.) BASEL Implementation Committee
Members Chairman
Mr. Saber Hossain Chowdhury Abu Zafar Hedaytul Islam
Dr. ATM Shamsul Huda
Mr. Mohamed Abdul Jalil
Members
Mr. Helal Uddin
Mr. Moin U. Haider
Mr. Mizanur Rahman
Management Committee (MANCOM) Mr. Syed Sharif Zamal
Mr. Wahidul Islam
Chairman
Abu Zafar Hedaytul Islam Risk Management Forum
Members Chairman
Mr. Helal Uddin Abu Zafar Hedaytul Islam
Mr. Mizanur Rahman Members
Mr. Zillur Rahim Chowdhury Mr. Helal Uddin
Mr. Syed Sharif Zamal Mr. Mizanur Rahman
Mr. Shazzad Hossain Mr. Syed Sharif Zamal
Asset-Liability Management Committee (ALCO) Mr. Wahidul Islam
Mr. Habibur Rahman
Chairman
Abu Zafar Hedaytul Islam Integrity Committee
Members Chairman
Mr. Helal Uddin Abu Zafar Hedaytul Islam
Mr. Mizanur Rahman
Mr. Zillur Rahim Chowdhury
Members
Mr. Helal Uddin
Mr. Syed Sharif Zamal
Mr. Mizanur Rahman
Mr. Shazzad Hossain
Mr. Zillur Rahim Chowdhury
Mr. Wahidul Islam
Mr. A.K.M. Mojibul Haque
Anti Money Laundering Compliance Committee Mr. Ramzan Hossain
Chairman
Abu Zafar Hedaytul Islam
Members
Mr. Mizanur Rahman
Mr. Syed Sharif Zamal
Mr. Shazzad Hossain
Mr. Wahidul Islam
Mr. Saiful Islam
Amount in Taka
Share Capital 2017 2016
Authorized share capital
200,000,000 ordinary shares of Tk. 10 each 2,000,000,000 2,000,000,000
Issued, Subscribed and Paid up Capital
104,632,695 ordinary shares of Tk. 10 each 1,046,326,950 1,046,326,950
Institutions:
Tai Ping Asian Investment Limited 10.42% 108,979,210 108,979,210
Individuals:
Mr. Wolf - Peter Berthold 3.59% 37,521,670 37,521,670
Sub Total 14.01% 146,500,880 146,500,880
B. Domestic
Institutions:
Karnaphuli Industries Limited 9.07% 94,913,860 94,913,860
Individuals:
Mr. Feroz U. Haider 8.07% 84,406,110 84,406,110
Mr. Moin U. Haider 2.00% 20,926,550 20,926,550
Ms. Silwat A. Haider 2.00% 20,926,580 20,926,580
AVM (Retd.) Altaf Hossain Choudhury Ndu. Psc 0.36% 3,786,010 3,786,010
Col. M. Nurul Islam Psc. (Retd.) 0.07% 787,720 1 ,787,720
Assalamu Alaikum,
It gives me immense pleasure to welcome you all at the 23rd Annual General Meeting of GSP Finance Company
(Bangladesh) Limited. On behalf of the Board of Directors, I would like to express my sincere thanks to the respected
shareholders for their support and co-operation towards the Company during the year and I also extend my thanks to the
honorable members of the Board of Directors for their presence, active support and co-operation for the growth of the
company.
GSP Finance Company (Bangladesh) Limited has a long successful history of professionalism & high standard of business
ethics which is based on a well developed culture of accountability, transparency, fairness and good governance. Our
company has been able to build resilience power to overcome any kind of stress emanating from external & internal
factors.
GSP Finance Company (Bangladesh) Limited maintains fair, transparent and sound management. It has well designed
management structure having professional experience and relevant training with clearly defined roles for different
departments and delegation of authority at different levels.
As low interest on deposits was offered by Banks & FI’s during the year, which resulted in shifting of deposits from
Banks & FIs to saving instruments of Government. Despite that there were liquidity surplus in the money marker and
country’s credit grew @ 18.1% against targeted growth of @ 16.2% during the 1st half of the Fiscal year 2018 i.e.
July-December period of 2017 and Bangladesh witnessed a 7.28 percent GDP growth in the year 2017.
The performance of the company during the year 2017 was satisfactory. In the year net profit after tax and provision
stood at Tk 297 million as compared to Tk 267 million of previous year. Deposits and Advances of the company stood at
Tk. 4,177.07 million & Tk. 8,070.56 million as at 31st December 2017 against Tk.3, 689.30 million & Tk.6,137.62 million
We understand that the year 2018 will be a hard year for FIs. The key challenging factor will be to compete with Banks in
securing deposits and lending at comparative rates. As FI, depositors expect higher rate of interest on deposits but while
borrowing from FIs, customers demand parallel rate with Banks which is a difficult phenomenon for FIs to provide due to
high cost of fund of most of the FIs, Already higher interest rates on deposits are being offered by Banks & FIs and
interest rate is apprehended to go higher during the current year. Despite that we are to survive by rendering better &
quick services to our customers, both depositors & borrowers, and by harnessing new sources of fund and managing it in
a judicious manner.
GSP Finance Company (Bangladesh) Limited continuously reviews its human resource policies and implements effective
management policies and practices to enhance the productivity of the employees by promoting the sense of
belongingness. We believe that our human resources are our great assets in terms of their experience and professional
expertise. Considering this, we strive to recruit the best suited persons for the right positions, provide them with
adequate training and implement programs to develop and retain them. Congenial atmosphere in office is maintained
and staff welfare measures are taken adequately in order to augment corporate social responsibility.
I would like to express my sincere thanks to the Government of Bangladesh, Bangladesh Bank, Bangladesh Securities
and Exchange Commission, Dhaka Stock Exchange, Chittagong Stock Exchange, Registrar of Joint Stock Companies and
Firms, National Board of Revenue (NBR) and all other regulatory authorities for their continued guidelines, co-operation
and positive outlook towards running the company steadfastly.
I would once again like to express my deep appreciation to my colleagues in the Board and members of the staff for
their co-operation and commitment to render their level best for our stakeholders. I also extend my heartfelt thanks to
our shareholders for the trust reposed in the Board of Directors of GSP Finance Company (Bangladesh) Limited.
Feroz U. Haider
Chairman
Finally, on behalf of the management of the Company, I also express my thanks and heartiest gratitude to all of our
honorable shareholders, directors, regulatory authorities including Bangladesh Bank, BSEC, NBR, DSE, CSE, RJSC, our
auditors, valued customers and members of staff of the company for their continued support, guidance,
advice/co-operation for steering the company during the year 2017.
Assalamu Alaikum,
On behalf of the Board of Directors of GSP Finance Company (Bangladesh) Limited, I am pleased to present the Annual
Report and the Audited Financial Statements of the Company for the year ended December 31, 2017 together with the
Auditors’ Report thereon for consideration and approval of our honorable shareholders. This report has been prepared in
compliance with the section 184 of the Companies Act 1994, BSEC’s Notification of 2012, the Listing Regulations of
Dhaka and Chittagong Stock Exchanges and the guidelines issued by Bangladesh Bank and other regulatory authorities.
Relevant disclosures and explanations relating to certain issues have been given by the Directors, which they consider
important to ensure transparency and good governance practices. We believe that it is comprehensive enough to
understand the operational procedures and overall performance of the company at a glance during the year under
reporting.
Lease Finance
Term Finance
Syndication Finance
Bridge / Equity Finance
SME Finance
Deposit schemes
Lease Finance: Lease financing is one of the major fund based activities of GSP Finance Company (Bangladesh) Limited.
The Company offers fully payout financial lease for procuring capital machinery, equipment, vehicles & riverine transport.
GSP Finance Company (Bangladesh) Limited provides services to customers of different segments. Through a prudent
business model the company has diversified its business in other business segments in the year 2017. The investment
under lease finance registered a growth of 95.67% of the Company with exposure of Tk. 1,325.95 million at the end of
2017 as opposed to Tk. 677.46 million of the previous year.
Term Finance: Term finance continued to be a core product of GSP Finance Company (Bangladesh) Limited. Long-term
finance is available for commercial, industrial, SME sectors for a period ranging from 12 to 60 months depending on the
nature of business and need. To provide liquidity comfort to corporate houses in emergency situation, the short-term
finance is made under the different categories i.e. direct finance for working capital, work order finance, finance against
term deposits etc. As pointed out by the Bangladesh Bank, term finance by FIs are the alternate source of capital financing
for the industrial growth in the country. The Company’s investment under term finance registered a growth of 23.53% in
2017 which stood at TK. 6,744.97 million at the end of 2017 as against to Tk. 5,460.16 million of the previous year.
Fund Arrangement/Syndication: GSP Finance Company (Bangladesh) Limited actively participated as a co- financer in various
large syndication loans in order to diversify its portfolio and reduce risks. The total commitments of the company in
syndications and structured finance arrangements stood at Tk. 539.87 million as at December 31, 2017.
Investment in Share and Securities: GSP Finance Company (Bangladesh) Limited maintains its own portfolio for investment
in listed companies shares and securities. The risk of investment is minimized through diversification and investing mostly
in fundamentally strong securities. In 2017, the Company earned Tk 32.87 million in the form of capital gain and dividend.
We experienced a highly liquid market in 2017. Managing excess liquidity and balance sheet gap were the key challenges
for the whole financial sector. Due to excess liquidity in the market inter Bank loan transfers were on the rise throughout
the year. Early settlement of loan facilities by customers with access to cheaper funding from banks posed a serious
threat to impede our growth percentage, despite which we registered a modest growth in our business.
Banking Arrangement: In 2017 the Company obtained Tk 1,776.51 million from banks against different form of borrowings
to finance our operations and repaid Tk 866.70 million as per terms and conditions of contracts. During the year, the cost
of borrowing decreased significantly.
Deposit Mobilization: GSP Finance Company (Bangladesh) Limited mobilizes term deposits from corporate and individuals
though its wide range of deposit schemes with different maturity options, monthly/quarterly/half-yearly/yearly income
options, double money options, monthly saving options etc. The deposits base of the Company continued to register a
steady growth and stood at Tk. 4,177.07 million as on December 31, 2017
Money Market Operations: As a financial Institution GSP Finance Company (Bangladesh) Limited actively participates in the
money market on a regular basis and has been dealing with both borrowing and lending activities with different
banks/financial institutions to manage its treasury funding in a prudent way to augment its earnings. GSP Finance
Company (Bangladesh) Limited also maintains a very high standard commitment in money market operations and has built
up a strong reputation for itself in the money market.
RISK MANAGEMENT
Risk and uncertainties are essential elements of the financing business. To mitigate and manage these risks, GSP Finance
Company (Bangladesh) Limited has different committees namely, Credit Committee (CC), Asset and Liability Committee
(ALCO), Risk Management Committee, Management Committee and Audit Committee. The Committees regularly meet to
review the market, credit and liquidity risk related factors and recommend and implement suitable measures to counter
these risks. Appropriate and effective internal control systems are also in place to address operational risks. Credit Risk
Department of GSP Finance Company (Bangladesh) limited also assists the management in building a quality credit
portfolio. The Company has also taken steps to further strengthen its Internal Control and Compliance function.
GSP Finance Company (Bangladesh) Limited has a commitment towards all stakeholders to engage in ethical practices. As
a leading financial institution, we recognize our responsibilities towards the society and participate actively in CSR
activities including promotion of staff welfare activities.
ENVIRONMENTAL ISSUES
GSP Finance Company (Bangladesh) Limited is very concerned in the matter of environmental issues and accordingly it
continuously reviews the environment related issues of our clients. It ensures that the clearance certificate from the
regulators have been obtained at the time of providing lease or loan facilities wherever necessary. We are equally
concerned about maintaining good environment in the office and for augmentation of this we have installed solar panel at
our premises as a source of alternate energy for providing power to our office.
GSP Finance Company (Bangladesh) Limited continuously reviews its human resource policies and implements effective
management policies and practices to enrich its employees. We believe that our human resources possess competitive
advantage in terms of their experience and professional expertise. Considering this, we strive to recruit the best suited
persons for the right positions, provide them with adequate training and implement programs to develop and retain them.
GSP Finance Company (Bangladesh) Limited carefully looks into the motivational aspects, health and safety of its
employees. Capacity building activities are being encouraged and promoted by the Company all the year round.
The Directors in accordance with BSEC Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated August 07, 2012
confirms compliance with the financial reporting framework for the following:
• The financial statements prepared by the management of GSP Finance Company (Bangladesh) Limited present
fairly its state of affairs, the result of its operations, cash flows and changes in equity;
• Proper books of accounts of the Company have been maintained;
• Appropriate accounting polices have been consistently applied except for the changes disclosed in the financial
statements in preparation of the financial statements and accounting estimates are based on reasonable and
prudent judgment;
• International Accounting Standards (IAS)/ Bangladesh Accounting Standards (BAS)/ International Financial
Reporting Standards (IFRS) / Bangladesh Financial Reporting Standards (BFRS) as applicable in Bangladesh, have
been consistently applied in preparation of the financial statements and any change or deviation has been
adequately disclosed;
• The system of internal control is sound in design and has been effectively implemented and monitored;
• There is renewed confidence in the company to grow and continue as a going concern.
The Authorized Capital of GSP Finance Company (Bangladesh) Limited is Tk. 2,000,000,000 divided into 200,000,000
ordinary shares of Tk. 10 each. The present paid-up Capital of the Company is Tk. 104, 63, 26,950 divided into 104,632,695
ordinary shares of Tk. 10 each. The shareholding pattern of the Company as at December 31, 2017 is shown on page 15 in
this Annual Report as per clause 1.5 (xxi) of the BSEC Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated
August 07, 2012.
During the year ended on December 31, 2017 a total number of 10 (Ten)) Board Meetings were held and attendance of
directors are presented on page 39 and their remuneration paid during the year are given in Notes- 31 in this Annual
Report as per clause1.5 (xx) of the BSEC Notification No. SEC/CMRRCD/2006-158/134/Admin/44 dated August 07, 2012.
In the ordinary course of business a number of transactions with other entities that fall within the definition of related
party contained in BAS 24: Related party disclosures; The Company extends leases/loans to related parties including its
Directors and related Companies. A statement of related party transactions along with their basis has been presented on
page 86 in this Annual Report as per clause1.5 (vi) of the BSEC Notification No. SEC/CMRRCD/2006-158/134/Admin/44
dated August 07, 2012.
Status of compliance with the conditions imposed by Bangladesh Securities and Exchange Commission’s Notification No.
SEC/CMRRCD/2006-158/134/Admin/44 dated August 07, 2012, along with a certificate from a practicing Chartered
Accountant have been presented on page 28 in this Annual Report as Compliance with BSEC’s Notification.
The financial results of the Company and the proposed appropriation of profit of the year 2017 are summarized below with
explanations in the enclosed audited Financial Statements:
DIVIDEND
The Board of Directors of the Company has recommended 23.50% Stock dividend (i.e. 23.50 bonus shares for every 100
shares) for the year ended December 31, 2017 to its shareholders for approval in this AGM.
Pursuant to the requirement of Bangladesh Securities and Exchange Commission, GSP Finance Company (Bangladesh)
Limited formed a subsidiary in the name and style “GSP Investments Limited” with a view to separate its Merchant
Banking operation which was approved by Bangladesh Securities and Exchange Commission vide their letter no.
SEC/Reg./MB/SUB-16/2011/113 dated August 14, 2014. GSP Investments Limited is duly incorporated with the RJSC as
a private limited company with an authorized capital of Tk. 500 million.
In accordance with the section no. 91 (2) of the Companies Act 194 and Article no.116 of the Article of Association of the
Company one third (1/3) directors are to retire from the Board of Directors and accordingly (1) Mr. Wolf- Peter Berthold
and (2) Ms. Silwat A. Haider Director of the Company will retire and being eligible, all of them offered themselves for
re-election.
The Board of Directors of the Company in its 204th Meeting held on November 16, 2017 appointed Mr. Wajid Ali Khan
Panni having address at Apt.# 201, Road # 30, House # 14, Gulshan-1, Dhaka-1212 as an Independent Director of the
Company for the period of 03 (Three) years as per “Corporate Governance” notification no.
SEC/CMRRCD/2006-158/134/Admin/44 dated August 07, 2012 issued by Bangladesh Securities and Exchange
Commission (BSEC).
APPOINTMENT OF AUDITORS
The Company’s Auditors Malek Siddique Wali, Chartered Accountants will retire in the 23rd Annual General Meeting (AGM)
of the Company and being eligible for re-appointment as per section 212 of the Companies Act 1994 and DFIM Circular no.
04 dated April 30, 2015 of Bangladesh Bank, the Board of Directors of the Company recommended for approval of the
appointment of Malek Siddiqui Wali, Chartered Accountants as Auditors of the Company for the year 2018 with the same
fee of Tk. 170,000 plus VAT.
FUTURE OUTLOOK
The major challenges for the year 2018 will be stiff competition from banks and other financial institutions as rate of
interest has started rising on deposits and it is apprehended that during the year the market will not be as liquid as it was
throughout the year 2017. Despite the challenges, GSP Finance Company (Bangladesh) Limited will continue to look into
its potentialities and development options with its business strategy. Development of an appropriate market niche,
expansion in unexplored markets and quality asset growth with enhanced customer service shall be our priority. GSPB is
also on its look out for deposits at comparative rates to match the demands of customers for Loans & advances to survive
in the market.
I feel it is a great privilege to inform you that being satisfied with our performance Ministry of Finance has included us in
the eligible list of 14 Non-Banking Financial Institutions (NBFIs) among 34 NBFIs operating in the market vide their letter
no. 53.00.0000.331.99.001.17-281 dated 26th November, 2017 to receive along with private Banks up to 20% of Annual
Development Program (ADP) funds from Autonomous & Semi-Autonomous bodies and 25% of their own funds from
Government, Semi-Government, Autonomous and Semi- Autonomous bodies.
Due to this privilege our Company will have edge over the non-eligible NBFIs to mobilize substantial amounts of big
volume deposits.
ACKNOWLEDGEMENT
On behalf of the Board of Directors I would like to express my sincere thanks to our valued shareholders, regulatory
authorities like Bangladesh Bank, Bangladesh Securities and Exchange Commission, Stock Exchanges, RJSC and other
business associates for their guidance valuable suggestions, continuous support and co-operation extended during the
period under review. I would like to thank our auditor Malek Siddiqui Wali Chartered Accountants for their efforts in
timely completion of the audit. I also thank our dedicated management team and employees whose hard work and firm
commitment made the year a successful one. We hope to get support, advice and encouragement from all of you for our
continuous and unhindered growth.
Feroz U. Haider
Chairman
Acknowledgement
The Board Audit Committee would like to express their thanks to the Members of the Board Audit Committee,
management, auditors and all employees for their dedication and efforts during the year 2017.
On behalf of the Audit Committee
Certificate on
Compliance of Corporate Governance guidelines to
The Shareholders of GSP Finance Company (Bangladesh) Limited.
We have examined the compliance of corporate governance guidelines of the Bangladesh Securities and
Exchange Commission (“BSEC”) by GSP Finance Company (Bangladesh) Limited (the “Company”) as stipulated
in clause 7(i) of the BSEC notification no. SEC/CMRRCD/2006-158/134/Admin/44 dated August 07, 2012 for
the year ended 31 December, 2017.
The compliance of corporate governance guidelines as stated in the aforesaid notification and reporting of the
status of compliance is the responsibility of the Company’s management. Our examination for the purpose of
issuing this certification was limited to the checking of procedures and implementations thereof, adopted by
the Company for ensuring the compliance of conditions of corporate governance and correct reporting of
compliance status on the attached statement on the basis of evidence gathered and representation received.
To the best of our information and according to the explanations given to us, we certify that, except as reported
on the attached status of compliance statement, the Company has complied with the conditions of corporate
governance stipulated in the above mentioned BSEC notification dated August 07, 2012 for the year ended 31
December, 2017.
Status of compliance with the conditions imposed by the Notification No SEC/CMRRCD/2006-158/134/Admin/44 dated
August 07, 2012 of Bangladesh Securities and Exchange Commission (BSEC) issued under section 2CC of the Securities
and Exchange Ordinance 1969. Detailed in Annexure I, II & III below:
Annexure I
1.3(ii)
The person should be a Business Leader/
Corporate Leader/Bureaucrat/University
Teacher with Economics or Business
Studies or Law background/Professionals
like Chartered Accountants, Cost &
Management Accountants, Chartered
Secretaries. The Independent Director
must have at least 12 (twelve) years of
corporate management/professional
experiences.
1.5(xix) If the issuer company has not Not applicable, as the company
declared dividend (cash or stock) for declared 23.50% stock dividend
the year, the reasons thereof shall (i.e. 23.50 bonus shares for every
be given 100 shares) for the year ended
December 31, 2017
1.5(xx) The number of Board meetings held
during the year and attendance by
each director shall be disclosed
1.5(xxi) The pattern of shareholding shall be
reported to disclose the aggregate
number of shares (along with name
wise details where stated below)
held by:
1.5(xxi)(a) Parent/Subsidiary/Associated
Companies and other related parties
(name wise details):
6.0 Duties of Chief Executive Officer (CEO) and Chief Financial Officer (CFO):
The CEO and CFO shall certify to the Board that:
6.0(i) They have received financial
statements for the year and that to
the best of their knowledge and
belief:
6.1(i)(a) These statements do not contain
any materially untrue statement or
omit any material fact or contain
statements that might be
misleading;
6.1(i)(b) These statements together present
a true and fair view of the
company's affairs and are in
compliance with existing accounting
standards and applicable laws.
6.1(ii) There are, to the best of knowledge
and belief, no transactions entered
into by the company during the year
which are fraudulent, illegal or
violation of the company's code of
conduct.
7.0 Reporting and Compliance of Corporate Governance:
7.0(i) The Company shall obtain a
certificate from a practicing
Professional Accountant/Secretary
(Chartered Accountant/Cost and
Management Accountant/Chartered
Secretary) regarding compliance of
conditions of Corporate Governance
Guidelines of the Commission and
shall send the same to the
shareholders along with the Annual
Report on a yearly basis.
b) Directors, Chief Executive Officer/Managing Director, Company Sectary, Chief Financial Officer, Head of Internal Audit and
their spouse and minor children:
Shares
Name Held (nos.)
Mr. Feroz U. Haider Sponsor Director & Chairman of the Board 8,440,611
Mr. Saber Hossain Chowdhury Vice-Chairman of the Board (Nominated by Karnaphuli Industries Ltd.) 9,491,386
Mr. Wolf-Peter Berthold Sponsor Director of the Board 3,752,167
Mr. Mohamed Abdul Jalil Director of the Board (Nominated by Tai Ping Asian Investment Ltd.) 10,897,921
Mr. Moin U. Haider Director of the Board 2,092,655
Ms. Silwat A. Haider Director of the Board 2,092,658
Col. M. Nurul Islam psc. (Retd,) Independent Director 78,772
Dr. ATM Shamsul Huda Independent Director None
Mr. Wajid Ali Khan Panni Independent Director None
Mr. Abu Zafar Hedaytul Islam Managing Director & CEO None
Mr. Mizanur Rahman Deputy Managing Director & Company Secretary None
Mr. Wahidul Islam Chief Financial Officer (C.C.) None
Mr. Masud Rana Head of Internal Audit (C.C.) None
c) Executives (Top five salaried employees of the Company, other than Directors, CEO, CFO, Company Secretary and Head
of Internal Audit):
Compliance
Sl. No. Particulars
Status
1. (a) Work-planning and strategic management:
(i) The Board shall determine the objectives and goals and to this end shall chalk out Complied
strategies and work-plans on annual basis. It shall specially engage itself in the affairs of
making strategies consistent with the determined objectives and goal and in the issues
relating to structural change and reorganization for enhancement of institutional efficiency
and other relevant policy matters. It shall analyze/monitor at quarterly rests the
development of implementation of the work-plans.
(ii) The Board shall have its analytical review incorporated in the Annual report as regard Complied
the success/failure in achieving the business and other targets as set out in its annual
work-plan and shall apprise the shareholders of its opinions/recommendations on future
plans and strategies.
(iii) The Board will set the Key Performance Indicator (KPI)s for the Managing Director / CEO Complied
and other senior executives and will evaluate half yearly / yearly basis.
(b) Formation of sub-committee:
Executive Committee may be formed in combination with directors (excluding any alternate Complied
Directors) of the Company only for rapid settlement of emergency matters (approval of
loan/lease application, write-off, rescheduling etc.) arisen from the regular business
activities.
(c) Financial Management:
(i) Annual Budget and statutory financial statements shall be adopted finally with the Complied
approval of the Board.
(ii) Board shall review and examine in quarterly basis various statutory financial statements Complied
such as statement of income-expenses, statement of loan/lease, statement of liquidity,
adequacy of capital, maintenance of provision, legal affairs including actions taken to
recovery of overdue loan/lease.
(iii) Board shall approve the Company's policy on procurement and collection and shall also Complied
approve the expenditures according to policy. The Board shall delegate the authority on the
Managing Director and among other top executives for approval of expenditure within
budget to the maximum extend.
(iv) The Board shall adopt the operation of bank accounts. Groups may be formed among Complied
the management to operate bank accounts under joint signatures.
(i) Policy on evaluation of loan/lease/investment proposal, sanction and disbursement and Complied
its regular collection and monitoring shall be adopted and reviewed by the Board regularly
based on prevailing laws and regulations. Board shall delegate the authority of
loan/lease/investment specifically to management preferably on Managing Director and
other top executives.
(ii) No director shall interfere on the approval of loan proposal associated with him. The Complied
director concerned shall not give any opinion on that loan proposal.
(iii) Any syndicated loan/lease/investment proposal must be approved by the Board. Complied
(e) Risk Management:
Complied
Risk Management Guideline framed in the light of Core Risk Management Guideline shall be
approved by the Board and reviewed by the Board regularly.
12000 3000
10000
8000 2000
6000
4000 1000
2000
0 0
13 14 15 16 17 13 14 15 16 17
4000 5000
3000 4000
3000
2000
2000
1000 1000
0 0
13 14 15 16 17 13 14 15 16 17
2000 30
1500
20
1000
500 10
0 0
13 14 15 16 17 13 14 15 16 17
1200
400
1000
800 300
600 200
400
200 100
0 0
13 14 15 16 17 13 14 15 16 17
Textiles
Garments
21.64% 3.60%
6.19% Transport
6.38% Chemicals and Pharma
4.51% Iron, Steel
Agriculture
Power
13.10%
IT
Packaging
0.65% Food
1.27%
17.87% 2.13% Services
4.68%
Portfolio Loan
17.02% 0.96%
Others
Capitalization
21.35% 12.10%
Paid up Capital
Security Deposits
Term Deposits
0.37%
Bank Borrowing
48.31%
We have audited the accompanying consolidated financial statements of GSP Finance Company (Bangladesh) Limited and its subsidiary
(the “Group”) as well as the separate financial statements of GSP Finance Company (Bangladesh) Limited (“the Company”) which
comprise the consolidated and the separate balance sheet as at 31 December 2017, the consolidated and the separate profit and loss
account, statements of changes in equity, cash flow statements for the year then ended and a summary of significant accounting
policies and other explanatory notes.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with Bangladesh Standards on Auditing (BSAs). Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance about whether the financial statements of the Company are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements of the
Company. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of
the financial statements of the Company, whether due to fraud or error. In making those risk assessments, the auditors consider
internal control relevant to the entity’s preparation and fair presentation of the financial statements of the Company in order to design
audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the
entity’s internal control. An audit also includes evaluating the appropriateness of accounting polices used and the reasonableness of
accounting estimates made by management, as well as evaluating the overall presentation of the financial statements of the Company.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the consolidated financial statements of the Group and the separate financial statements of the Company give a trueand
fair view of the consolidated financial position of the Group and the separate financial position of the Company as at 31 December
2017, and of the consolidated and the separate financial performance and cash flows of the Group and the Company for the year then
ended in accordance with Bangladesh Financial Reporting Standards (BFRS) and comply with the applicable sections of the Financial
Institutions Act, 1993, the rules and regulations issued by Bangladesh Bank, the Companies Act, 1994, the Securities and Exchange
Rules, 1987 and other applicable laws and regulations.
Associated firm of Reddy Siddiqui & Kabani, Park View, 183-189 The Vale, London, W3 7RW, UK
E-mail: mail@reddysiddiqui.com, Website: www.reddysiddiqui.com
Associated firm of Reddy Siddiqui & Kabani, Park View, 183-189 The Vale, London, W3 7RW, UK
E-mail: mail@reddysiddiqui.com, Website: www.reddysiddiqui.com
Amount in Taka
Notes 2017 2016
PROPERTY AND ASSETS
Cash 50,331,928 217,362,441
Balance with other banks and financial institutions 4(a) 204,202,446 222,528,462
In Bangladesh 204,202,446 222,528,462
Outside Bangladesh - -
Money at call and short notice 5(a) - -
Investments 6(a) 349,898,252 248,005,889
Government - -
Others 349,898,252 248,005,889
8,512,452,647 6,528,545,381
Leases ,loans and advances 7(a) 8,512,452,647 6,528,545,381
Bills Purchased and discounted 8(a) - -
Fixed assets including premises, furniture and fixtures 9(a) 969,094,458 975,450,840
Amount in Taka
2017 2016
Notes
Interest income from leases,loans and advances 20(a) 1,030,187,982 921,899,971
Interest expenses on borrowings, deposits,etc 21(a) (379,714,179) (312,281,774)
Net interest income 650,473,803 609,618,197
Investment income 22(a) 43,031,721 20,127,962
Commission , exchange and brokerage 23(a) 10,686,372 10,146,167
Other operating income 24(a) 50,974,248 51,216,830
Total operating income 755,166,144 691,109,156
Salary and allowances 25(a) 44,380,127 39,658,679
Rent, taxes,insurance,electricity,etc. 26(a) 1,463,505 1,508,866
Legal expenses 27(a) 177,000 381,020
Postage,stamp,telecommunication,etc. 28(a) 523,136 442,468
Stationery,printing,advertisements,etc. 29(a) 1,849,427 1,889,197
Managing Director's salary and allowances 30(a) 5,648,055 4,836,177
Directors' fees 31(a) 1,167,000 791,000
Audit fees 32(a) 218,500 110,000
Charges on loan losses - -
Depreciation and repairs of company's assets 33(a) 6,998,117 8,742,150
Other operating expenses 34(a) 11,453,842 12,192,302
Total operating expenses 73,878,708 70,551,858
Profit before provision 681,287,436 620,557,298
Provision for leases,loans and advances & investments 35(a) 143,860,701 117,030,954
Other provision - -
Total provision 143,860,701 117,030,954
Total profit before income tax 537,426,735 503,526,344
Provision for income tax 36(a) 215,273,747 202,764,461
Net profit after income tax 322,152,988 300,761,883
Attributable to
Shareholders of the company 322,152,986 300,761,882
Non-controlling interest 2 1
Retained earnings brought forward from previous year 266,772,943 185,442,160
Appropriations: 588,925,931 486,204,043
Statutory reserve 16 61,419,870 57,250,422
Cash dividend paid from Retained earnings for the year 2016 230,191,929 162,180,677
291,611,799 219,431,099
Retained earnings carried to the balance sheet 18(a) 297,314,132 266,772,943
Earnings per share (year 2016: Restated) 38(a) 3.08 2.87
Amount in Taka
2017 2016
Cash flows from operating activities:
Interest receipt in cash 1,011,010,888 910,521,437
Interest payment (365,762,304) (299,524,253)
Dividend receipts 7,657,236 12,346,411
Commission, Exchange and brokerage 10,686,372 10,146,167
Recoveries of loan previously written-off - -
Income taxes paid (8,279,919) (10,768,595)
Receipts from other operating activities 80,169,021 58,998,381
Payments for other operating activities (66,662,091) (62,072,063)
Cash generated from operating activities before
changes in operating assets and liabilities 668,819,203 619,647,485
Amount in Taka
Notes 2017 2016
PROPERTY AND ASSETS
Cash 3 50,329,086 217,317,635
8,070,564,486 6,137,622,987
Leases , loans and advances 7.1 8,070,564,486 6,137,622,987
Bills Purchased and discounted 8 - -
Fixed assets including premises, furniture and fixtures 9 965,286,368 970,750,871
Non-business assets 11 - -
Liabilities
Borrowings from banks ,other financial institutions and agents: 12 1,845,721,551 935,906,591
Net assets value (NAV) per share ( 2016 restated) 24.77 24.03
Amount in Taka
Notes 2017 2016
Amount in Taka
2017 2016
Cash flows from operating activities:
Interest receipt in cash 948,159,521 847,089,561
Interest payment (365,762,304) (298,846,073)
Dividend receipts 7,394,064 10,158,670
Recoveries of loan previously written-off - -
Income taxes paid (8,189,351) (10,514,947)
Receipts from other operating activities 70,708,429 53,474,550
Payments for other operating activities (59,277,971) (55,614,844)
Cash generated from operating activities before
changes in operating assets and liabilities 593,032,388 545,746,917
Increase / decrease in operating assets and liabilities
Statutory deposit - -
Trading securities - -
Leases, loans and advances (1,932,941,499) (1,447,672,230)
Other assets (2,428,095) 25,902,555
Deposit and other accounts 487,771,828 734,930,231
Other liabilities on account of customers - -
Trading liabilities - -
Other liabilities 52,525,682 (25,214,650)
(1,395,072,084) (712,054,094)
Net cash used by operating activities (802,039,696) (166,307,177)
Particulars Up to 1 month 1-3 months 3-12 months 1-5 years Above 5 years Total
Taka Taka Taka Taka Taka Taka
Assets :
Cash in hand 739,663 - - - - 739,663
Balance with Bangladesh Bank and its agents 49,589,423 - - - - 49,589,423
Balance with banks and other financial institutions 81,309,479 54,000,000 66,000,000 - - 201,309,479
Money at call and short notice - - - - - -
Investments 186,134,168 - 120,482,400 - 2,569,450 309,186,018
Leases,loans and advances 633,764,311 1,373,178,017 1,088,944,148 4,974,678,010 - 8,070,564,486
Fixed assets including premises, furniture and fixtures - - 8,637,807 5,701,426 950,947,135 965,286,368
Other assets - - 69,986,004 44,826,764 249,999,980 364,812,748
Non-business assets - - - - - -
Total assets (A) 951,537,044 1,427,178,017 1,354,050,359 5,025,206,200 1,203,516,565 9,961,488,185
Liabilities :
Borrowings from banks, other financial institutions and agents 220,877,521 76,575,597 150,000,000 1,398,268,433 - 1,845,721,551
Deposits and other accounts 468,249,573 1,178,351,512 935,332,382 1,394,810,107 200,326,656 4,177,070,229
Provision and other liabilities - - - 1,347,050,298 - 1,347,050,298
Total liabilities (B) 689,127,094 1,254,927,109 1,085,332,382 4,140,128,838 200,326,656 7,369,842,078
61
Dated, Dhaka Malek Siddiqui Wali
February 01, 2018 Chartered Accountants
GSP FINANCE COMPANY (BANGLADESH) LIMITED
NOTES TO THE CONSOLIDATED AND THE SEPARATE FINANCIAL STATEMENTS
FOR THE YEAR ENDED DECEMBER 31, 2017
The registered office of the Company is situated at 1, Paribagh, Mymensingh Road, Dhaka-1000.
1.2 The Company also got a separate license from Bangladesh Securities and Exchange Commission on August 24,1999 for
working as a Merchant Bank. But pursuant to the requirement of Bangladesh Securities and Exchange Commission, GSP
Finance Company (Bangladesh) Limited formed a subsidiary in the name of "GSP Investments Limited" with a view to
separate its existing Merchant Banking operation which was approved by Bangladesh Securities and Exchange Commis-
sion vide their letter no. SEC/Reg./MB/SUB-16/2011/113 dated August 14, 2014. GSP Investments Limited is duly incorpo-
rated with the Registrar of Joint Stock Companies and Firms (RJSC) as a private limited company with authorised and paid
up capital are Tk. 50 crore and Tk.25 crore respectively.
Lease Financing
Term Finance
Acceptance of Term Deposits
Working Capital Finance
Syndication Finance
Money Market Operation
2.17 General
Comparative Information
Comparative information has been disclosed in respect of the year 2016 for all numerical information in the Financial
Statements and also the narrative and descriptive information where it is relevant for understanding of the current year's
Financial Statements.
Previous year figures have been rearranged wherever considered necessary to conform to current year's presentation.
Amount in Taka
2017 2016
3.00 CASH
3.1 Cash in hand
In local currency 739,663 201,817
In foreign currency - -
739,663 201,817
3.1(a) Cash in hand (consolidated)
GSP Finance Company (Bangladesh) Limited 739,663 201,817
GSP Investments Limited 2,842 44,806
742,505 246,623
3.2 Balance with Bangladesh Bank and its agents Bank(s)
In local currency 49,589,423 217,115,818
In foreign currency - -
49,589,423 217,115,818
3.2(a) Balance with Bangladesh Bank and its agents Bank(s) (consolidated)
GSP Finance Company (Bangladesh) Limited 49,589,423 217,115,818
GSP Investments Limited - -
49,589,423 217,115,818
3.3 Cash Reserve Requirement (CRR) and Statutory Liquidity Reserve (SLR)
Cash Reserve Requirement @ 2.5% and Statutory Liquidity Reserve @ 5%
have been calculated and maintained in accordance with FID Circular # 02
and 06 dated 10 November 2004 and 31 May 2001 respectively.
a) Cash Reserve Requirement
Required Reserve (2.5% on term deposit ) 43,889,474 44,981,961
Actual Reserve maintained (note- 3.2 ) 49,589,423 217,115,818
Surplus / (deficit) 5,699,949 172,133,857
b) Statutory Liquidity Reserve
Required Reserve 128,646,053 118,298,910
Actual Reserve maintained (note-3.1, 3.2 and 4) 251,638,565 438,007,119
Surplus / (deficit) 122,992,512 319,708,209
4.5 Maturity grouping of balance with banks and other financial institutions
On demand 81,309,479 144,895,022
Up to 1 month 4,000,000 4,000,000
Over 1 month but not more than 3 months 50,000,000 50,000,000
Over 3 months but not more than 1 year 66,000,000 21,794,462
Over 1 year but not more than 5 years - -
Over 5 years - -
201,309,479 220,689,484
- -
5(a) Money at call and short notice (consolidated)
GSP Finance Company (Bangladesh) Limited - -
GSP Investments Limited - -
- -
6 Investments
Investment classified as per nature:
Government (note -6.1) - -
Others (note-6.2) 309,186,018 245,856,625
309,186,018 245,856,625
b) outside Bangladesh - -
8,070,564,486 6,137,622,987
Principal Outstanding
Cost:
Opening Balance 1,041,252,495 373,951,462
Addition during the year 622,496 2,013,533
Revaluation surplus during the year - 665,287,500
1,041,874,991 1,041,252,495
Adjustment during the year - -
Closing Balance (A) 1,041,874,991 1,041,252,495
10 Other assets
Corporate Tax paid in advance and Tax at source 47,844,922 39,655,571
Advance, Deposits and Prepayments 28,450 28,450
Sundry Debtors 66,939,415 52,202,708
Investment in Subsidiary : GSP Investments Limited 249,999,960 249,999,980
364,812,748 341,886,709
10(a) Other assets (consolidated)
GSP Finance Company (Bangladesh) Limited 364,812,748 341,886,709
GSP Investments Limited 767,591 800,516
365,580,339 342,687,225
Less: Inter company transaction 249,999,960 249,999,980
115,580,379 92,687,245
11 Non-business assets - -
- -
As at 31 December 2017, GSP Finance Company (Bangladesh) Limited
does not have any non-business assets.
12 Borrowings from banks ,other financial institutions and agents:
12.1 In Bangladesh
Call loan
Sonali Bank Ltd. 80,000,000 -
Janata Bank Ltd. 90,000,000 -
170,000,000 -
Term loan
AB Bank Ltd. - 50,000,000
Mutual Trust Bank Ltd 50,830,071 -
NCC Bank 359,577,158 47,958,233
Prime Bank Ltd. - 228,903,849
Southeast Bank Ltd. 277,846,546 122,051,584
Basic Bank Ltd. 279,558,832 -
Modhumoti Bank Ltd 138,766,018 -
Uttara Bank Ltd. 100,150,000 -
Woori Bank 150,000,000 150,000,000
Bangladesh Bank (IPFF fund) 318,992,926 336,992,925
1,675,721,551 935,906,591
As at December 31, 2017 the Company does not have any borrowing from
outside of Bangladesh.
Borrowing from banks, other financial institutions and agents are secured
by floating charges with R.J.S.C on all moveable and immovable assets of
the Company ranking Pari-Passu security sharing agreement among the lenders.
12.4 Maturity grouping of borrowings from banks,other financial institutions and agents.
Repayable on demand 170,000,000 -
Up to 1 month 50,877,521 50,000,000
Over 1 month but not more than 3 months 76,575,597 58,743,164
Over 3 months but not more than 1 year 150,000,000 150,000,000
Over 1 year but not more than 5 years 1,398,268,433 677,163,427
Over 5 years - -
1,845,721,551 935,906,591
12(a) Borrowings from banks ,other financial institutions and agents (consolidated)
14 Other liabilities
Expenditure and other payable (note-14.1) 14,637,375 17,971,556
Provision for leases,loans and advances (note-14.2) 334,211,640 254,256,591
Provision for investment in share (note-14.3) - -
Provision for income tax (note-14.4) 822,821,627 616,580,065
Interest suspense account (note-14.5) 143,810,981 70,798,251
Advance rental / installment against leases, loans and advances 31,268,675 29,666,668
Provision for gratuity 300,000 4,907,500
1,347,050,298 994,180,631
14.1 Expenditure and other payable
Sundry Creditors - 4,434,527
Accrued interest on deposits 13,951,875 12,757,521
Audit Fee 195,500 90,000
VAT & Tax deducted at source 90,000 2,000
Security Deposit (Tenancy -BCDL) 400,000 400,000
Security Deposit (Tenancy- CBCL) - 287,508
14,637,375 17,971,556
14.2 Provision for leases,loans and advances
This represents the amount calculated as per circular issued by the Bangladesh
Bank in this regard to cover all the required provision of the company as at
31 December 2017. Total provision is made up as follows:
Movements in provision on classified leases,loans and advances (A)
15 Share Capital:
15.1 Authorized capital
200,000,000 Ordinary shares of Tk. 10 each 2,000,000,000 2,000,000,000
15.2 Issued, Subscribed & Paid up Capital :
104,632,695 Ordinary shares of Tk.10 each 1,046,326,950 1,046,326,950
% of share
holding 2017
Domestic Shareholding Position 75.61% 791,151,620 819,793,280
Foreign Shareholding Position 24.39% 255,175,330 226,533,670
100.00% 1,046,326,950 1,046,326,950
Surplus/(Deficit) (as per DFIM Circular No.-5 dated 24 July 2011 46,326,950 46,326,950
and Circular No.-9 dated 04 November 2009)
Tier-1 (Core Capital):
Paid up Capital 1,046,326,950 1,046,326,950
Statutory Reserve 380,451,704 319,031,834
Share Premium - -
Non-Controlling interest - -
Retained Earnings 248,177,829 232,690,280
1,674,956,483 1,598,049,065
Surplus/(Deficit) (as per DFIM Circular No.-5 dated 24 July 2011 46,326,950 46,326,950
and Circular No.-9 dated 04 November 2009)
Tier-1 (Core Capital)
Paid up Capital 1,046,326,950 1,046,326,950
Statutory Reserve 380,451,704 319,031,834
Share Premium - -
Non-Controlling interest 45 23
Retained Earnings 297,314,132 266,772,943
1,724,092,831 1,632,131,750
18 Retained earnings
Balance at 01 January 232,690,280 165,869,270
Less: Cash dividend paid for the year 2016 (230,191,929) (162,180,677)
Add: Net profit for the year 2017 307,099,348 286,252,109
309,597,699 289,940,702
Less: Transfer to statutory reserve (61,419,870) (57,250,422)
Balance at 31 December 248,177,829 232,690,280
Apportionment:
Retained earnings balance 248,177,829 232,690,280
248,177,829 232,690,280
18(a) Retained earnings (consolidated)
22 Investment income:
Dividend on Share 7,394,064 10,158,670
Profit on Share Trading 25,477,132 2,340,981
32,871,196 12,499,651
22(a) Investment income (consolidated)
27 Legal expenses :
Legal expenses 177,000 381,020
177,000 381,020
27(a) Legal expenses (consolidated)
28 Postage,stamp,telecommunication etc.:
Postage and courier 67,177 84,830
Telephone, fax, internet and mobile 318,025 244,962
Stamp and court fee 136,438 109,444
521,640 439,236
28(a) Postage,stamp,telecommunication etc.(consolidated)
31 Directors' fees :
Directors fees 984,000 776,000
984,000 776,000
Other benefits - -
984,000 776,000
36.1 Provisions for current tax has been made on the basis of the profit for the year
in accordance with the provisions of Income Tax Ordinance, 1984 and amendments
made thereto. The current tax rate for the Company is 40% on taxable income.
37 Dividend :
Dividend in the form of bonus share @ 23.50% for the year 2017 has been proposed by
the Board of Directors in its 206th meeting held on 01 February, 2018.
No diluted EPS is required to be calculated for the year since there was no
scope of dilution of share during the year under review.
Container & Terminal service Ltd Common Directors Loan/Lease 24,781,660 28,856,512
Mr. Saber Hossain Chowdhury Director Loan/Lease 1,125,615 2,868,213
25,907,275 31,724,725
40 Unacknowledged debt :
The Company had no claim against it, which has not been acknowledged as debt at the balance sheet date.
41 Number of employees :
The total number of full time employees of the Company and their remuneration above Tk.48,000/- per annum were 49.
There were no employees earning less than Tk. 48,000/- per year.
According to the guidelines of Bangladesh Bank, the Board of Directors of GSP Finance Company (Bangladesh)
Limited constituted the Audit Committee of the Board. Details of the committee members are as follows:
a) Procedures followed by the management for internal control of the company's activities under the manual set by
the management in line with Bangladesh Bank's guidelines are satisfactory.
b) Company's assets are reasonably safeguarded and the financial position of the company is on sound footing.
c) Overdue and litigation position of the company as stated by the management presents a true and fair view.
47 Subsequent events :
No material events occurred after the balance sheet date, non disclosure of which could affect the ability of the
users of the financial statements to make proper evaluation and decisions.
The Directors have the pleasure in presenting their Report with the audited financial statements of the company for the
year ended December 31, 2017 together with the Auditor’s Report and other matters in compliance with The Companies
Act 1994.
GSP Investments Limited was incorporated with the Registrar of Joint Stock Companies & Firms (RJSC) as a Private
Limited Company on December 02, 2010 under the Companies Act, 1994 with a view to separate Merchant Banking
operation of GSP Finance Company (Bangladesh) Limited. The authorized and paid up capital of the company are Tk. 500
million and Tk. 250 million respectively. It is a wholly owned subsidiary of GSP Finance Company (Bangladesh) Limited
which was approved by Bangladesh Securities and Exchange Commission vide their letter no.
SEC/Reg./MB/SUB-16/2011/113 dated August 14, 2014. GSP Investments Limited took over all business, operations and
services of the Merchant Banking Unit of GSP Finance Company (Bangladesh) Limited on receipt of approval from
Bangladesh Securities and Exchange Commission (BSEC).
GSP Investments Limited provides a high standard of professional services to its local and NRB clients. It has proven track
record of serving clients of their total needs, by maintaining strict compliance with regulations of BSEC, DSE, CSE and
other authorized government agencies.
Portfolio Management
GSP Investments Limited offers the following Portfolio Management Services:
Non-Discretionary Portfolio Management / Margin lending: GSP Investments Limited offers margin loan to portfolio
investors following BSEC and our internal policies. Besides facilitating trading on shares (executed at clients
direction), GSPI collects dividends, subscribe to rights offers and ensure that clients entitlements are well protected
arising out of different corporate actions. GSPI’s professional research team prepare list of marginable securities
and updates it regularly for correct investment decisions.
Discretionary Portfolio Management: GSPI’S experienced team of fund managers manage portfolios on behalf of the
clients, both individuals and institutions following a disciplined investment process and structured approach to build
the portfolio which is tailored to specific needs of the clients.
Equity Research
Company Coverage –Research coverage on listed companies and newly listed companies;
Industries Coverage-Research coverage on industries;
Economic Coverage-
National Budget Review
Monetary policy statement Review
Economic Review etc
Performance Highlights
Despite all the market vulnerabilities the Company earned profit before tax of TK. 24.09 million during January 01, 2017 to
December 31, 2017. During the year, market capitalization as well as turnover witnessed slight gains impacting our
management fees, transaction and settlement fees, positively.
Future Outlook
Emergence of capital raising opportunities as a new revenue source of the Company.
Prospect of accumulation of strategic investments.
Focus on sustaining our leadership position in investment banking.
Positioning our research as top-notch and internationally benchmarked.
Managing the downside risk of Margin Loan.
Appointment of Auditors
As per Companies Act of 1994 the Company shall at each Annual General Meeting, appoint an auditor to hold office until
the next annual general meeting. The auditors of the company, Malek Siddiqui Wali, Chartered Accountants has
completed their audit for the year 2017 and being eligible for re-appointment the Board of Directors of the company
recommended for re-appointment of Malek Siddiqui Wali, Chartered Accountants as Auditors of the company for the year
2018 at the same remuneration of Tk. 20,000/- plus VAT.
Feroz U. Haider
Chairman
We have audited the accompanying financial statements of GSP Investments Limited, which comprises of Balance Sheet as at 31
December 2017, related statement of Profit and Loss Account, Statement of Changes in Equity and Statement of Cash flow for the year
ended, and a summary of significant accounting policies and other explanatory notes
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with
Bangladesh Standards on Auditing (BSA). Those standards require that we comply with ethical requirements and plan and perform the
audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The
procedures selected depend on the auditor’s judgment, including the assessment of the risk of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s
preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating
the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statement prepared in accordance with Bangladesh Accounting Standards (BASs) & Bangladesh Financial
Reporting Standards (BFRSs), give a true and fair view of the state of the company’s affairs as at 31 December, 2017 and of the results of
its operations for the period then ended and comply with the companies Act 1994 and other applicable laws and regulations.
Associated firm of Reddy Siddiqui & Kabani, Park View, 183-189 The Vale, London, W3 7RW, UK
E-mail: mail@reddysiddiqui.com, Website: www.reddysiddiqui.com
Amount in Taka
Dec. 31, 2017 Dec. 31, 2016
ASSETS
Non Current Assets: 3,808,090 4,699,969
Property, plant and equipments 3,808,090 4,699,969
Amount in Taka
2017 2016
OPERATING INCOME
Interest Income 282,450,083 246,566,606
Less: Interest expenses 207,071,909 183,812,908
Net Interest Income 75,378,174 62,753,698
OPERATING EXPENSES
Salary and allowances 6,054,193 5,183,012
Postage & stamps 1,496 3,232
Printing & Stationary 75,433 61,631
Directors' fees 183,000 15,000
Depreciation on property, plant and equipments 911,119 595,752
Other Operating expenses 1,092,998 994,344
Total operating expenses (b) 8,318,239 6,852,971
Profit before provision (c=a-b) 87,991,478 73,758,467
Provision for diminution in value of investments 2,217,931 -
Provision for Margin Loan 61,687,721 50,542,827
Total profit before tax 24,085,826 23,215,640
Provision for income tax 9,032,185 8,705,865
Net profit after tax 15,053,641 14,509,774
Other comprehensive income - -
15,053,641 14,509,774
Earning per share (EPS) 0.60 0.58
Cost Price
Investment in quoted shares 241,419,128
Investment in unquoted shares 67,766,890
Total: 309,186,018
AS AT 31 DECEMBER 2016 378,108,509 5,063,158 665,287,500 - 1,048,459,168 64,418,532 8,589,795 - 73,008,327 975,450,840
AS AT 31 DECEMBER 2016 373,951,462 2,013,533 665,287,500 - 1,041,252,495 62,507,582 7,994,043 - 70,501,625 970,750,871
Shareholders' Note :
Shareholders' Note :
1, Paribagh, Mymensingh Road,
GSP Finance Company (Bangladesh) Limited Dhaka-1000.
PROXY FORM
I/We……………………………………………………………………………...………………………………...
of……………………………………………………………………………………….………being a shareholder
of GSP Finance Company (Bangladesh) Limited do hereby appoint
Mr./Mrs………………………………………………………………………………………….………………....
of……………………………………………………………………………………………...…………….….......
(or failing his/her)
Mr./Mrs…………………………………………………………………………………………………….……....
…………………………………………… ……………………………………
Signature of the proxy Signature of the shareholder(s)
BO ID No………………………………………… Revenue
Stamp of
No of shares being held…………………………... Tk. 20/=
Notes:
I). This Form of Proxy, duly completed must be deposited at least 48 hours before the meeting of the
Company’s Registered Office. Proxy is invalid if not signed and stamped as indicated above.
II). Signature of the Shareholder should agree with the specimen signature registered with the Company.
ATTENDANCE SLIP
I/We hereby record my/our attendance at the 23rd Annual General Meeting of the Company to be held on Wednesday,
March 14, 2018 at 11:30 a.m. at the Institution of Diploma Engineers, Bangladesh, IDEB Bhaban, 160/A, Kakrail, Dhaka-1000.
N.B.: Shareholders attending the meeting in person or by proxy are requested to complete Attendance Slip and deposit
the same at the entrance of the meeting hall.
Members may please note that no gift or benefits in cash or kind shall be given at the AGM.