Directors' Report
 
For the year ended on 31st December, 2007
Bismillahir Rahmanir Rahim
 
DEAR SHAREHOLDERS
 
It gives us immense pleasure to most cordially welcome you on behalf of the Board of Directors of Phoenix Finance & Investments Ltd. (PFIL) to the 13th Annual General Meeting (AGM) of your company for the financial year2007, which is also the first AGM with the shareholders of the Company after the public issue. It is our privilege to present to you the Annual Report and Audited Accounts of Phoenix Finance and Investments Limited (Former Phoenix Leasing Co. Ltd.) along with the Auditors ‘Report thereon for the year ended on 31 December; 2007.
 
Overview of Financial Sector & highlights on the Leasing Sector
 Financial Sector

During the year under review the credit flow in the financial market was much squeezed under the prevailing monetary policy during the said period. With the announcement of an expansionary monetary policy by Bangladesh Bank in the current fiscal year in the back drop of a lower GDP growth achieved by the country in 2006-07 compared to the previous year, it is expected that the credit expansion in the financial sector will boost up and the private sector credit growth will thus gain a fillip. 

Leasing/NBFIs Sector

The non-banking financial institutions have suffered a setback with the withdrawal by taxation authorities of the deprecation allowance for the leasing industry which this sector was enjoying since its inception. It is feared that it will adversely affect the business and profitability of the Company as well as the growth of this sector that was in fact little lower in 2006-07 as compared to previous year. However, the NBFIs are now feeling more compelled to aggressively diversify their business portfolio to overcome the impact of the government decision.

Review of the Business Activities of PFIL

The objective of review of the business activities of the Company is  to enable the shareholders and readers to understand and assess the results of operations and financial condition of the Company. The readers are also requested to review the financial  statements presented in the annual report. (The annual report may also be viewed at the website: www.phoenixleasing.com.bd)  

PFIL being a financial institution is engaged in providing diversified financial services to its clients. The Company has earned a substantial profit from its financial activities during the year under review but the revenue has been grossly affected because of the continued high interest rate environment in the banking sector and the socio-political conditions in the year 2007. The Company's business is currently focused on two aspects of business: i) enhancing the financing business and ii) talking advantages of our strength in capital market operations.

The investment portfolio of PFIL has been continuously diversified over the year in important industrial and service sector of the Company to maintain a well a balanced mix in the portfolio. The total outstanding investment of the Company as on 31 December,2007 stood at TK. 532.50 crore with the highest allocation of 22.06% in the textile sector. The allocation in order important sectors are garments, apparels & accessories at 8.55%, real estates & housing at 8.48%, transport at 8.04%, pharmaceuticals/medical at 6.51% and the service sector at 10.86% (Please see graph on page no.14).

The management follows a policy that encourages the financing of SME projects and women entrepreneur led business activities by the Company on priority for taking advantage of the support given by the Small Enterprise Refinancing Scheme and Women Entrepreneur Scheme of Bangladesh Bank respectively. Recently PFIL has stared a special house building loan program for financing under a Refinance Scheme participation agreement executed with Bangladesh Bank for meeting the acute housing loan requirement of the middle-income group.

To improve the functioning of the organization through better utilization of the human resources aimed at achieving the business targets of the Company, a new organizational structure is under implementation and several new divisions and department have been set up at the head office. The newly created SME Department in one such department working towards diversification of the client category to generate new business opportunities for the Company in the highly promising SME sector of the country's economy. PFIL will also have separate Investment & Merchant Banking Division and Treasury Division  under the new reorganization plan being implemented.   

PFIL's business income depends upon many factors such as the volume of its investments and its quality, interest rates, macro-economic factors, global economy, etc. As a result, net operating results vary from period to period. Financial business is subject to regulations of Bangladesh Bank, the Securities and Exchange Commission, Dhaka Stock Exchange Ltd., Chittagong Stock Exchange Ltd. and Changes in legal, other regulatory, accounting, tax and compliance requirements. These regulations may have a substantial impact on financial business and results of operations. PFIL has to compete with other financial institutions in order to create its market share. Banking companies have also started leasing operations which has intensified the competitions for the Company. As a result, we have to operate the business in an unfavorable price situation compared to the Banks.

Risk Management

Risk is the element of uncertainty or possibility of loss that prevails in any business transaction in any place, in any mode and at any time. The Company manages various risks through involvement of various levels of management. The current of proposed financing commitments and repayment obligations are monitored on an on going basis by senior management. Obtaining collateral securities reduces credit risk related to various financing activities. The principles and policies in respect of risk management outlined by the central bank are strictly followed. For controlling the various operational risks appropriate internal control measures are put in place by the management. The Treasury Division of the Company manages day to day liquidity requirement to mitigate the liquidity risk. The recovery of defaulted/overdue rentals/installments is a strong priority with the management to keep the NPA to remain at the acceptable level of the financing industry standards.

The Company is subject to regulations, inspection, supervision and stringent reporting requirements of Bangladesh Bank like any other NBFI which is primarily intended to ensure financial discipline in its functioning as well as for the protection of the interest of the depositors. The Company also complies with the requirements of anti money laundering regulations. Failure to comply with these regulations may be considered an unsafe and unsound practice and may result in imposition of penalties by the central bank and other regulatory authorities.

Capital Market Operations

As a part of diversification of its products range, PFIL has taken keen interest in capital market operations. PFIL maintains its own portfolio for a substantial amount of investment in fundamentally strong securities and has earned a total income of Tk. 37.61 million in the form of dividend and gain from sale of securities.

PFIL provides securities brokerage service to its clients through its 25%owned associated company named Phoenix Securities Limited (from M. Shamsul Alam & Co. Ltd.) located at Moon Mansion,12 Dilkusha C/A, Dhaka and its Branch Office at Room No. 439 (3rd Floor), DSE building, 9/E, Motijheel C/A, Dhaka. The associated company has membership of both the Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE). It is expected that PFIL will earn a substantial amount of profit from the brokerage house in the form of dividend.

 
Operational Performance of PFIL in 2007
 

The Directors are happy to report to the shareholders that your Company has generated significant business growth in the year 2007 as compared to its performance of the past years. The total lease contract volume of the company was Tk 293.50 crore as compared to Tk 216.30 crore of the previous year. The corresponding lease disbursement was TK. 255.40 crore contributing about 20.49% growth over the corresponding figure of the year 2006.. The total outstanding investment of the company at the end of 2007 increased by TK. 85.24 crore raising the figure to Tk. 532.50 crore thereby registering a growth of investment of  about 19.06% over the corresponding figure of the previous year.

PFIL has earned a substantial revenue from financing activities like lease finance, term finance, real estate finance, SME finance. The revenue has been affected grossly because of continued high interest rate charged by the Banks and the socio-political conditions in 2007. The Company has utilized credit lines from different commercial banks and term deposits from individuals and institutions as its main funding sources. 

The Company's net profit  before tax during the period under review amounted to Tk. 16.42 crore against Tk. 12.04 crore of the previous year 2006. The net profit after tax in the year 2007 was Tk.10.47 crore which is about 33.00% higher than that of the corresponding figure amounting Tk.7.87 crore for the year 2006.

 
Appropriations
 
The financial results and Directors' recommendation for the appropriation are as follows:
 
in core
Net Profit before taxes
Tk.
16.42
Tax Expenses
Tk.
5.95
Net Profit after taxes
Tk.
10.47
Retained Earnings brought forward
Tk.
0.38
Profit available for distribution
Tk.
10.85
Statutory Reserve @20% of net profit
Tk.
3.28
Proposed cash dividend @ 22%
Tk.
7.40
Balance transfer to balance sheet
Tk.
0.17
     
Key Operating and Financial Data
The Company's Key Operating and financial information  for the last five years as per requirement of SEC Notification No. SEC/CMRRCD/2006-158/Admin/02-08 dated 20 February, 2006 are shown in Annexure-l.

Paid-up Capital after Initial Public Offering

 
PFIL has floated its shares through the Initial public Offering (IPO) of the Company for 12,50,000 ordinary shares of Tk. 100.00 each at par amounting Tk. 12.50 crore in 2007 which was received with enthusiastic response from the general investors subscribing more than 22 times of the IPO amount.  The Prospects for the IPO was issued on 20 May, 2007 with the Credit Rating of the Company by Credit Rating and Information Services Ltd. (CRISL) at "A-" for Long Term finance & "ST-3" for Short Term finance. It clearly indicates the good will enjoyed by your Company. With the addition of the public shares, the paid-up capital of the company has been raised to 3,361,875 shares amounting Tk. 336,187,500.00. The Shares of the Company were listed with Dhaka and Chittagong Stock Exchanges on 25 September, 2007 and the trading of the public shares at the bourses commenced on 27 September, 2007 under the Company code: PHOENIXFIN with the inaugural day price (av.) per share being Tk. 421.56.
Shareholding Pattern
The shareholding pattern as per clause 1.4 (k) of the SEC Notification No. SEC/CMRRCD/2006-158/Admin/02-08 dated 20 February, 2006 as on 31 December,2007 is given in Annexure-ll.

Head Office and Branch Offices of the Company

 
The Head Office of the Company is situated at Level-11 of 'Eunoos Center', a prestigious commercial building of Dhaka city located at 52-53, Dilkusha C/A, Dhaka-1000 and it is also the Registered Office of the Company. It was shifted to the new location from Shadhinata Bhaban (1st Floor), 88, Motijheel C/A, Dhaka-1000 on 27 May, 2007. The area of the present Head Office is approximately 15,400 sft. and is well decorated with modern office facilities. SME Branch of the Company is located at the Company's own building named 'Moon Mansion' situated at 12, Dilkusha C/A, Dhaka while other three branch offices of the Company located at Chittagong, Khulna and Bogra are accommodated in leased premises.
 

 

I would like to mention that phoenix finance & investments limited recently purchased 15,000-sft office space at level -11 of the prestigious EUNOOS CENTER at 52-53, dilkusha C/A, Dhaka .the decoration, finishing & furnishing of the space is going on in full swing and we hope to start functioning in our new corporate office in the early part of next month.

 
DIVIDEND
 

The board of directors have recommended cash dividend @ 22% (Twenty-two percent) for the year ended 31 December 2007 to all the shareholders of the company for Approval of this AGM.

 
DIRECTORS
 

In accordance with the provisions of the Articles of the Association of the company following Directors representing one-third of the number of existing Directors retire by rotation:

 

Dr. (Prof.) Ali Afzal Khan
Mr. Rafiqul Islam Khan
Mr. M.A. Majid
Mr. A. Qadir Choudhury

 

and being eligible they offer themselves for re-election.

 
AUDITORS
 

The auditors of the company M/s. Zoha Zaman kabir Rashid & co, chartered Accountants, retire at this meeting and are eligible for re- election as per stipulation under the Financial Institution Act, 1993. They have expressed their willingness to act as the auditors of the company for the year 2008.

 

Acknowledgement

 

We take this opportunity to express my profound appreciation and gratitude to the respected to the respected shareholders, Board Members , valued clients ,Banks . patrons and well- wishers for their wholehearted support and cooperation to the company during the period under review.

We specially thank Bangladesh Bank and our Bankers- Eastern Bank ltd. Pubali Bank Lid ; prime Bank Ltd ; Mercantile Bank Ltd; Dhaka Bank Ltd ; Bassic Bank Ltd BRAC Bank Ltd ; The trust Bank Ltd ; Uttara Bank Ltd ; Sonali Bank Ltd ; Shajalal Islami Bank Ltd ; and others for extending their Cooperation and support in fulfilling our financial needs.

We express my heart- felt gratitude to phoenix Insurance Co Ltd for their continued support in the promotion and of our business .

we would like to put on record our appreciation for the hard and work and dedication of the employees of the company that contributed to its growth over the past years.

 
Deen Mohammad
Chairman