THE COMPANY STEWARDSHIP OPERATING ENVIRONMENT & RISK MANAGEMENT MANAGEMENT DISCUSSION & ANALYSIS

DIRECTORS’ REPORT TO THE SHAREHOLDERS OF

IDLC FINANCE LIMITED
Dear shareholders,

The Board of Directors of IDLC Finance Limited takes pleasure in presenting the audited financial statements of the Company for the
year ended December 31, 2019; the Auditor’s Report, along with IDLC Group’s performance; issues with regards to the Companies Act,
1994, code issued by the Bangladesh Securities and Exchange Commission (BSEC), guidelines issue by the Bangladesh Bank and the
Bangladesh Accounting and Financial Reporting Standards.

Macro-economic Review

Twelve Month Average Inflation Actual GDP Growth

General Non-Food Food Core

8.15

Jun '15 Dec '15 Jun '16 Dec '16 Jun '17 Dec '17 Jun '18 Dec '18 Jun '19 2006 2008 2010 2012 2014 2016 2018 2020 2022 2024

(Source: Bangladesh Bureau of Statistics)) (GDP BB Staff Projection: Source: BB Monetary Policy) FY 2019-2020)

Our country has been on the global watch-list in the recent years massive 8.15%; primarily on the back of consumption demanded
with its exemplary growth rate. Where advanced economies against the massive infrastructural development underway. In
experienced growth rates below 2%, emerging markets, including addition, remittance inflows have displayed positive trend, and
Bangladesh, registered average growth rate significantly over 4%; various monetary measures taken to confine the Balance of
resulting in a tepid global growth rate of around 3.2%. Although Payment deficits have resulted in desired outcome.
the rising geopolitical tension and trade disputes remain uncertain
areas of concern, and have had some impact on exports of our The first two months of fiscal year 2019-2020 (Jul’19-Aug’19)
nation, it is expected not to significantly bring adverse impacts recorded positive balance of approximately USD 313 million
to the economy. As the energy prices reveal declining trend as of in the current account. As such, open market operations in the
late, it so far is anticipated not to hamper the inflation target of currency market has purportedly reduced significantly, freeing
Bangladesh, which as of 2019, is contained at 5.47%. up past pressures on the BDT liquidity. This stability in liquidity
has reflected on the volatility on weighted overnight interest
While the inflation remained in check, the GDP growth rate of rate, which seldom went passed Bangladesh Bank’s Repo Policy
Bangladesh has hurtled over the 8% target and registered a interest rate.

Industry Challenges
• Tight liquidity scenario borrowing from private sector rescheduling of loans adversely
• Rising funding cost lowering • Continued inclination towards impacting collection
margin saving in high yielding • Uncertainty regarding interest
• Lowest private sector credit government securities rates in the wake of efforts to
growth in the decade • Image crisis of the NBFI sector reduce lending rate for all loans
to single digit
• Substantially low trading • Reduction in loan processing
volume of capital market fees
• Increased Government • Regulatory directive to support

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Financial Industry Overview Capital market overview

This progression was, however, not witnessed in the private sector. DSEX and Turnover
The private sector growth rate declined to below 10% in stark
counter to that of the year 2018. This was the after effect of the tight index DSEX (LHS) Turnover (RHS)
liquidity scenario experienced by the financial sector in the prior
25000 7
year. Again, with the steep rise in expenditure by the Government,
6
funds have been siphoned towards these development in the form 20000
5
of Government borrowings from private sector banks and financial
15000

Billion Taka
institutions and through National Savings Certificates (NSCs). 4
Coupled with the financial sector being more cautionary towards 10000 3
lending in order to curtail Non-Performing Loans (NPLs), the private 2
5000
sector growth rate tapered. 1
0 0

Private sector credit growth

Mar-17
Dec-16

Jun-17

Mar-18
Dec-17
Sep-17

Sep-18

Dec-18

Mar-19

Jun-19
Jun-18
20%

(Source: BB Monetary Policy FY 2019-2020)

15%
In coagulation to rise in demand of NSCs, waning private sector
Growth Rate %

growth and aftermath of liquidity crisis, fund flow in stock market

10% was highly subdued. Trade volume plummeted as stocks fell and
average daily turnover stood at BDT 4,803.4 million at the end
5% of 2019; dropping by 12.8% compared to the previous year. This
was in continuation to the downward cycle of stock market that
attained its peak in the year 2017. Corrective measures introduced
0%
Jun-18 Sep-18 Dec-18 Mar-19 Jun-19 Sep-19 Dec-19
by the policy makers and regulators in the latter half of the year
2019 to encourage fund flow in the stock market did not have
notable impact on the bourse as of yet. However, it is expected
(Source: BB Monetary Policy FY 2019-2020) that the emphasis on nurturing the bond market for raising funds,
and strict implementation of the policy measures is likely to bear
This slow growth has naturally led to adverse strain on the non- fruit.
banking financial sector. Moreover, the cost of fund of the overall
industry has not reduced to the desired effect as prime source of Our performance
fund continues to rely on inter-banks rates as savers tend to invest
Operating environment and our performance
in high yielding NSCs. Media reports have not been favorable either
with the onslaught of liquidation reports of a market player. As Year 2019 proved to be a year of inhibited business environment
such intermediary measures to reduce interest rate spread has only for the financial sector. We have vigilantly battled against the
resulted in impacting overall profitability of the sector. multifold industry challenges, which we have detailed in the
subsequent chapters, and have successfully been able to contain
Interest Spread the environmental impact and reported one of the highest Return
on Asset (ROA) in the industry and a commendable Return on
Lending Deposit Equity (ROE) in the year 2019.
13.94 13.59
12.95 Business analysis
11.71
Our efforts in 2019 were channeled towards expanding our
10.41 10.20
9.54 9.58 product basket and increasing efficiency, considering the industry
8.10 8.30 outlook. Working towards these strategies we have restructured
7.80
7.10 divisions, launched unique products, and focused on efficiency
5.80 6.10 drives through innovation, which has helped us attain our
5.00 5.43
cautious growth aim in our loan portfolio of 10.97%, with total
loans outstanding amounting to BDT 91,448 million for IDLC
Finance Limited alone, against private sector credit growth of
9.83% in the corresponding period.
2012 2013 2014 2015 2016 2017 2018 2019
A major contributor to our loan book size is the loan portfolio
of the SME division which now contributes 34.25% of our loan
(Source: BB Monetary Policy FY 2019-2020) basket, after growing by 12.29% in 2019. SME loan portfolio now
stands at BDT 31,318 million. We restructured the composition of

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the SME Division in the last quarter of 2019 to improve customer Fund” to tap this unexplored arena of the mutual fund market. The
segmentation, to create better synergy into the organisation and fund managed to generate income of BDT 4.68 million in the form
to better cater to small ticket clients. A step towards the last goal of management fee. In addition, IDLC AML has stepped up the
is the launch of “IDLC Unnati”, an unexampled product, to finance efforts and received permission to launch its first venture capital
the kitchen market vendors in the country. As of December 31, fund named IDLC Venture Capital Fund I.
2019, we have disbursed BDT 8.59 million worth of loans under
Our other two subsidiaries, IDLC Securities Limited (IDLCSL) and
this proposition with ticket sizes ranging from BDT 50,000 to BDT
IDLC Investments Limited (IDLCIL) remained vigilant in driving
200,000. efficiency optimization targets in order to curtail impacts of the
operative industry.

New Product In conclusion, we draw your attention to the fact that despite

• IDLC Unnati
grave market challenges, our prudent and timely steps of
managing interest rates, fees and the fluctuating capital market,
• Affordable Housing led to proficient liquidity management and contained our cost
• IDLC Shariah Fund
of fund to a minimum that enabled us to curb the impact of the
externalities. However, our prime goal is long-term sustainable
• 100 days term deposit growth that are reflected in the strategies discussed above.

Efficiency Financial Performance Analysis

Credit Risk Grading IDLC Group financial performance analysis
Core Banking Software customization With focus on quality growth and drive for efficiency, we have
managed to attain 10.02% growth in loan portfolio of the Group
The cohesive target of extending customer reach at a granular having a Non-Performing Loans (NPL) proportion of 3.07% in 2019,
level can also be witnessed in Consumer financing division, which which is a slight wear from the prior year, but is a significantly
inaugurated “Affordable Housing Loan” with a ticket size ranging restrained ratio in comparison to the industry scenario average.
from BDT 0.8 million to 2.5 million, targeted primarily towards the This has translated to an 10.61% growth in the Net Interest Income
outskirts of Dhaka Division and North Bengal Regions; which has for IDLC Group, reporting BDT 4,671 million in the year 2019; and
translated to financing disbursement of BDT 255 million as of 31 has contributed to the 16 basis points rise in Capital Adequacy
Ratio of IDLC Group, from 17.34% in 2018 to 17.50% in 2019.
December 2019. This added a new dimension to our Consumer
Our Total Asset size thus strengthened by 7.53% to BDT 117,385
division loan portfolio of BDT 30,712 million, which experienced a
million in 2019, and continues to be the largest balance sheet size
10.38% rise over prior year.
in the industry.
Our Wealth Management division continued to demonstrate
Despite the growth in our financing segment, the subsidiaries took
respectable performance as was witnessed in the preceding
a dent in their performance owing to the waning stock market
years, despite immense competition. The term deposit balance
performance, especially our brokerage and asset management
reached BDT 77,008 million in 2019, which is a 7.95% rise from the
segments. The broad Index fell by a sharp 17.3%, in addition to
balance of 71,338 million in 2018. It is our long-term and insightful
the marked 19.5% drop in the Bluechip Index, DSE 30, which led
relationships with clients and our unwavering commitment
to decline in Net Profits of all three of our subsidiaries as well as
towards governance that further strengthened our foothold
the investment income of the parent; as reflected by the 40.86%
in the industry in the midst of widespread concerns regarding
decline in our Other Operating Income. However, given the market
some of the players in the industry; and helped us draw in funds.
conditions, profits could have been hit much harder had we not
Our newly minted “100 days term deposit” product has helped
taken measures to rebalance the investment portfolio between
mobilize BDT 734 million fresh funds. It is expected that through
fixed income securities and equities. Our brokerage business
the launch of our Monthly Deposit Pension Scheme (DPS) we
and our merchant bank has managed to remain one of the top
would attain higher deposit growth rate, and mobilize retail funds
performers amongst its peers in terms of profitability on the back
on a sustainable basis.
of maintaining one of the lowest cost-to-income ratio. On a similar
With the synergistic restructuring of the SME division, large ticket front, returns from asset under management (AUM) of our asset
local entrepreneurs were shifted under the Corporate division, management business segment was one of the highest amongst
and it levelled up its contribution to portfolio to 32.17%, thus our peers, and it clocked only a marginal hit on its performance in
mitigating possible skewed earnings distribution from any division. comparison to the fall registered by the broad market index.
It is not the restructuring but the rigorous strive for progress, albeit
Consequently, our total operating income of the group fell by
cautiously, that is reflected in the loan book growth rate of 10.20%
3.54%. With the organic growth of operating expenses by 5.83%,
of the Corporate Division. Two separate wings of the division,
owing to cost of living adjustment to salary and other pre-planned
Structured Finance Division (SFD) and Sustainable Financing Unit
promotional expenses, our profit before provision amounted
(Green Banking), have also complemented the growth of core
to BDT 3,184 million. The provision for loans/investment has
corporate financing business.
increased in line with portfolio and NPL that has led to the
In line with our strategic theme of the year, one of our capital 10.97% increase in tax provision, in spite of subsidiaries reporting
market players, our asset management company IDLC Asset dwindling performances. The 21.70% de-growth in Net Profit after
Management Limited (AML), introduced the novel “IDLC Shariah Taxation is therefore a natural resultant.

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Amount in BDT million

Quarterly and Annual Performance- IDLC GROUP

Particulars
Y-o-Y Growth
Q1 Q2 Q3 Q4 Year 2019 Year 2018
(%)
Net interest income 1,082 1,273 1,119 1,197 4,671 4,223 10.61%
Other operating income 308 191 122 326 947 1,602 -40.86%
Total operating income 1,389 1,464 1,242 1,523 5,618 5,824 -3.54%
Total operating expense 582 595 638 619 2,434 2,300 5.83%
Profit before provisions 807 869 604 904 3,184 3,524 -9.66%
Provision for loans/investments 4 74 151 194 423 397 6.52%
Profit before taxes 803 795 453 710 2,761 3,127 -11.71%
Provision for taxes 244 302 197 318 1,061 956 10.97%
Net profit after taxation 558 493 256 392 1,700 2,171 -21.70%

IDLC Group quarterly performance analysis

As stipulated by law, the Company is required to publish the financial performance of its 1st, 2nd and 3rd quarters. The quarterly performance
of the group was fairly consistent, as is depicted in the table above, with a relative dip in the third quarter. This is a result of lower stock
market trade volume during the time frame and persistent decline in the major indexes that caused brokerage income to fall by 30.92%
and investment income by 95.51% as of September 30, 2019.

IDLC Finance Limited performance analysis

Amount in BDT million

Quarterly and Annual Performance- IDLC Finance Limited

Particulars
Y-o-Y Growth
Q1 Q2 Q3 Q4 Year 2019 Year 2018
(%)
Net interest income 990 1,160 1,022 1,125 4,297 3,926 9.44%
Other operating income 127 107 43 242 519 779 -33.43%
Total operating income 1,117 1,267 1,065 1,367 4,815 4,705 2.34%
Total operating expense 475 488 526 523 2,012 1,913 5.15%
Profit before provisions 642 779 539 844 2,804 2,792 0.42%
Provision for loans/investments 11 49 83 271 413 366 12.87%
Profit before taxes 631 730 456 574 2,390 2,426 -1.46%
Provision for taxes 184 257 152 275 868 835 3.94%
Net profit after taxation 447 472 304 299 1,522 1,591 -4.30%

On the back of the business drives taken during the year and IDLC Finance Limited quarterly performance analysis:
the controlled cost of fund, the core business income grew and
resulted in the 9.44% rise in Net Interest Income. However, this As per regulations we have published quarterly financials of IDLC
Finance Limited (solo) along with the consolidated. The table above
growth was offset by the 33.43% drop in Other Operating Income
reveals that although Net Interest Income remained fairly similar in
caused mainly by the decrease in Income from Investment as
all four quarters, it is the loan recoverability and the movement of
IDLCFL suffered loss on sale of marketable securities on account of
the unrealized gains/losses from the proprietary stock investments
reduced activity in the stock market coupled. This was in line with
that have varied over the quarters. The last quarter exhibited sharp
the overall industry scenario as the Blue chip index took a sharp
spike in provision for loans and investments, due to aging of a few
downturn of 19.5%. Having said that, the impact was comparatively large ticket corporate clients, deterioration of some SME client as
controlled and allowed for a fractional improvement of 0.42% well as providing for the full amount of unrealized losses in the
in Profit before Provisions. However, with the Specific Provision investment portfolio. However, we are hopeful that the adverse
rising by 188% to BDT 343 million from BDT 119 million, that also impact of the financial results would be minimized going forward
contributed to rise in Provision for Taxes, has led to a marginal through our prudent approach in loan underwriting and collection
decline in Net Profit after Taxation by 4.30% to BDT 1,522 million. efforts coupled with effective investment portfolio re-balancing

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and some improvement in the performance of the stock market. As a quality employment generator, our business provided direct
However, it must be noted that overall, the growth in provision is employment to 1,476 members with a recruitment of 306 new
a comparatively controlled 13% from the year 2018, in comparison employees during the course of 2019. New recruitment and
to industry scenario. salary revision to adjust for cost of living adjustment has amplified
Salary and allowances by 11.62% to BDT 1,179 million. Detail in
Way Forward this regard is on page no. 91 under the section Contribution to
National Economy.
In spite of the industry and capital market phenomena of 2019,
our close monitoring of the market dynamics, optimized liquidity
Management’s Discussion & Analysis
management, quick adaptations to externalities and strive
for efficiency has indeed allowed to reduce adverse impacts. A more detailed discussion and analysis of the financials, as
Efficiency Drives which we initiated in anticipation of external delivered by the CEO & Managing Director, is appended on page
adversities in the year before took fruition in the year 2019; which no. 26.
materialized as:
Key Operational and Financial Information
1. Reduced Turnaround Time (TAT) for small scale loan sanction
by 26% using the newly implemented Credit Risk Grading Key operational and financial information over the last five years,
model as per the requirements of No. BSEC/CMRRCD/2006-158/207/
2. Improved efficiency of disbursement by 5.23% through Admin/80 dated 3 June 2018, has been presented on page no. 80.
customization of the core banking software; a project against
which much larger improvement would be observed upon Highlights of the Company’s operations as per the DFIM Circular
complete implementation in the year 2020. No. 11 dated December 23, 2009, have also been presented on
page no.86.
We are hopeful that with the stabilised economic and political
scenario the financial sector would pick-up momentum and
Risk Management
based on our strategic drives we would be able to reap discernible
benefits. The following are planned for: At IDLC, we believe that getting risk management right is an
essential component of success. The identification, evaluation
• Strengthen our distribution network and deepen market
and management of risk, together with the way we respond
penetration;
to changes in the external operating environment are keys to
• Expand the newly introduced scorecard based financing sustainable growth and underpin the robustness of our business
model across the business segments we are involved in; plans and strategic objectives, protecting our license to operate
• Enhanced process automation; and our reputation and helping create a long-term source of
competitive advantage.
• Forming partnership with major e-commerce players in the
industry; Risk management is embedded in IDLC’s organisational structure,
• Emphasis on emerging export-oriented industries; and operations and management systems. Business risks across
the Group are addressed in a structured and systematic way
• Continued efforts towards fortifying fee-based income
through a predefined risk management structure. This ensures
generation capacity.
that the Board’s assessment of risk is informed by risk factors
Further analysis on future planning is discussed in the Management and mitigating controls originating from and identified by the
Discussion on page no. 26, 74. Group’s assets, functional departments and operations, including
the Company’s subsidiaries. Moreover, IDLC possesses a detailed
IDLC’s contribution to the economy of Bangladesh risk management system with procedures in place to support
risk evaluation across the Group. The risks associated with the
Being a key player in the financial market not only bestows IDLC
delivery of the business plan and annual work programs and the
with the responsibility of its shareholders but also to the national
associated mitigation measures are maintained in asset or project
economy. IDLC, with its solid pillars of governance and compliance
takes its role in social and economic development very seriously. risk matrices and registers.

As such, in addition to providing financial solutions that help IDLC possesses different committees for risk management.
generate employment and contribute to the nation’s growth The Credit Evaluation Committee (CEC) and Asset and Liability
and development, we directly contribute to the government Committee (ALCO) is constituted by the Company’s senior
exchequer in the form of various taxes in correct measures. In management team which regularly reviews issues related to
2019, IDLC deposited BDT 1,072 million to the Government the markets, credit and liquidity and, accordingly, recommend
exchequer against own income, which included BDT 1,012 million and implement appropriate measures to proactively identify
as corporate income tax and BDT 60 million as value added tax. and mitigate risks. IDLC possesses an approved Asset Liability
In addition, BDT 1,167 million was collected and deposited to the Management (ALM) policy under the responsibility of the ALCO,
Government exchequer in the form of withholding tax, VAT and together with a robust ALM management system and dedicated
excise duty. In total IDLC contributed BDT 2,242 million to the ALM desk to generate necessary information for improving ALCO’s
government exchequer. decision-making abilities.

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The Company’s Credit Risk Management (CRM) department – Accounting estimates are based on reasonable and prudent
independently scrutinizes projects from a risk-weighted judgment.
perspective and assists relevant departments in setting business
– Internal control processes have been properly designed and
development priorities. These are aligned with the Company’s risk
effectively implemented and monitored.
appetite while optimizing the risk-return trade-off derived from
relevant risk exposures. – Minority shareholders have been duly protected as have
effective means of redress.
The CRM team also clearly defines exceptionally high-risk sectors
– No significant doubt exists upon the Company’s ability to
and prohibits lending to those projects which the Company
continue as a going concern.
does not ascribe to, including those which represent negative
environmental, social or ethical standards. A separate Operational – Comparative analysis of significant deviations have been
Risk Management department is dedicated to oversee the highlighted and reasons have been explained in the sections
operational risk and its mitigation at transactional level. above.

At an individual exposure level, a risk grading model (RGM) is

Compliance and conviction
used to promote corporate safety and sustainability by facilitating
IDLC is in complete compliance of all applicable laws and
informed decision-making. At the portfolio level, the Company
regulations and does not adhere to any non-compliance of
actively tracks the quality of its loans by analyzing risk migration
regulatory requirements, any loan default by the company or its
and assessing trends in non-performing assets. Such indicators
directors or senior management.
prompt timely decision-making by the relevant risk management
committees and help preserve the quality of loans and advances.
CEO and CFO’s declaration certificate
IDLC’s Credit Administration Department (CAD) and Internal
The CEO and CFO’s declaration to the Board is appended on page
Control and Compliance (ICC) departments are responsible for
no 214
assessing operational risks across the Company and also ensure an
appropriate framework to identify, assess and manage operational
Senior management
risks.
Disclosure of all senior management personnel have been
IDLC has also established a BASEL Implementation Unit (BIU)
accounted for in page no. 38 & 40
responsible for implementing Capital Adequacy and Market
Discipline (CAMD) instructions of the Bangladesh Bank across the
Related Party Transactions
Company and managing risk-based capital adequacy. The BASEL
Implementation Desk (BID) specifically carries out risk-based capital Disclosure of all related party transactions, including basis for such
analysis and places it to the BIU along with recommendations to transactions, has been provided in Note 40 on page no. 289
facilitate enhanced decision-making for maintaining minimum/
regulatory capital and managing related risks. Insider Trading
Details about our risk management policies and practices are The members of the board of IDLC, or its sub –committee, or its
discussed in the ‘Statement of Risk Management on page no. 51. senior management and their family members did not involve in
any insider trading and did not violate the provision with regard
Corporate and Financial Reporting Framework
to insider trading.
The Directors of IDLC, in conformance with the BSEC Notification
No. SEC/CMRRCD/2006-158/207/Admin/80 dated 3 June 2018,
Shareholding Pattern
confirm compliance with the financial reporting framework for
IDLC’s shareholding pattern as on December 31, 2019, is disclosed
the following:
as per the new CGC of BSEC in Annexure-I of this annual report on
page no. 197.
– The financial statements, prepared by the management of
IDLC make a fair presentation of its activities, operational
details and results, cash flow information and changes in
Board Meetings and Attendance by the Directors
equity structure.
During the year 2019, a total of eleven meetings of the Board
– Proper books and accounts of the Company have been were held. Attendance by the Directors and remuneration to
maintained. the Directors has been summarized in Annexure-II of this annual
report on page no. 198.
– Appropriate accounting policies, including International
Accounting Standards (IAS)/International Financial Reporting
Standards (IFRS)/ as applicable/adopted in Bangladesh, have
been consistently applied in preparation of the financial
statements. Any change or deviation has been adequately
disclosed.

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Dividend Auditors

Proposed Annual Dividend-The Board has proposed Cash The statutory auditors of the Company, A Qasem & Co. Chartered
Dividend: 35% (@ BDT 3.50 per share) for the year for the year 2019. Accountants have successfully completed three consecutive
years of appointment, as appointed at the 32nd Annual General
Interim Dividend- No cash or bonus share dividend was declared
Meeting. As per the stipulation of DFIM Circular No. 04, dated April
as interim dividend during 2019. No Bonus Share shall be declared
30, 2015, they are not eligible for re-appointment. Accordingly,
as interim dividend, as prohibited by BSEC.
new auditors have to be appointed for the year 2020, subject to
Directors the approval of Bangladesh Bank and shareholders at the Annual
General Meeting.
Resume and line of expertise
On the basis of the proposal of the Audit Committee, the Board
A brief resume of the directors are appended in page no. 32, recommends the appointment of Hoda Vasi Chowdhury & Co.,
which includes his/her nature of expertise and qualifications. An Chartered Accountants, as the auditors of the company for the
analysis of the directors’ experience and expertise and its impact
year 2020, at a remuneration of BDT 700,000 (BDT seven lac only)
on the corporate governance of the company is included in the
for IDLC Finance Limited (Solo) and BDT 100,000 BDT one lac only)
Corporate Governance Report in page no. 141.
each for the 3 subsidiaries, totaling BDT 1,000,000 (BDT ten lac
Related entities with the Directors only) for the Group.

The names of the companies in which the directors holds Status of Compliance
directorship and membership of committees of the board are
included in the note Related Party Transactions of the financial Status of the compliance of conditions of Corporate Governance
statements in page no. 289. Code imposed by the Bangladesh Securities and Exchange
Commission’s Notification No. BSEC/CMRRCD/2006-158/207/
Retirement and re-election
Admin/80 dated 3 June 2018 along with a certificate from a
As per Article 116 of the Articles of Association of the Company, practicing Chartered Secretary has been enclosed in Annexure-III
the following Directors will retire from the office of the Company on page no. 199 of this annual report.
at the 35th Annual General Meeting:
We also enclose a statement of compliance on the good

Mr. Aziz Al Mahmood Director Nominated by The City governance guidelines issued by the Bangladesh Bank as
Bank Limited Annexure-IV on page no. 211 of this annual report.

Ms. Mahia Juned Director Nominated by The City On behalf of the Board of Directors,
Bank Limited

Mr. Md. Kamrul Hassan, FCA Directors nominated by Es-

kayef Pharmaceuticals Limited,
Sd/-
Transcraft Limited and Bangla-
desh Lamps Limited Aziz Al Mahmood
Chairman
However, they are also eligible for re-election. IDLC Finance Limited

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ANNEXURE-I
Shareholding pattern as on December 31, 2019 as required by the Corporate Governance Code issued by BSEC

No. of shares % of total shares

Particulars Remarks
held of IDLC

Shares held by:

(a) Parent or Subsidiary or Associated Companies and other related parties: NIL

Sub-Total NIL
(b) Directors, Chief Executive Officer, Company Secretary, Chief Financial
Officer, Head of Internal Audit and Compliance and their spouses and minor
children:
Directors, their spouses and minor children 50 0.00001%

Chief Executive officer (CEO) and his spouse and minor children NIL

Chief Financial Officer (CFO) and his spouse and minor children NIL

Company Secretary (CS) and his spouse and minor children NIL

Head of Internal control and Compliance (HICC) 2,776 0.00074%

Sub-Total 2,826 0.00075%

(c) Executives (Top five person other than CEO, CFO, CS, HICC):

1. M. Jamal Uddin, Deputy Managing Director 7,500 0.00199%

2. Asif Saad Bin Shams, Head of Credit and Collection 2000 0.00053%

3. Mir Tariquzzaman, Chief Technology Officer (CTO) NIL

4. Mohammad Jobayer Alam, Head of SME & Strategic Planning NIL

5. Syed Javed Noor, Head of Consumer Division NIL

Sub-Total 9,500 0.00252%

(d) Shareholders holding 10% or more voting right:

The City Bank Limited (CBL) and its subsidiaries 87,510,575 23.20923%

The City Bank Limited (CBL) 33,935,329 9.00020%

City Bank Capital Resources Limited (CBCRL) 37,328,028 9.90000%

City Brokerage Limited 16,247,218 4.30903%

Transcom Group 50,273,164 13.33326%

Eskayef Pharmaceuticals Limited 30,164,062 8.00000%

Transcraft Limited 15,132,033 4.01326%

Bangladesh Lamps Limited 4,977,069 1.32000%

Sub-Total 137,783,739 36.54249%

Total 137,796,065 36.54576%

I D L C F I N A N C E L I M I T E D 197
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ANNEXURE-II
Meeting attended by the Directors of IDLC Finance Limited during 2019
THE COMPANY

Board of Directors Meeting Executive Committee Meeting Audit Committee Meeting

Total BOD Total EC Total AC Total

Remuneration

A N N U A L
meeting Attendance Remuneration paid meeting Attendance meeting Attendance Remuneration paid Remuneration
Meeting Meeting paid for Meeting paid for the
Name of Director Held during as % of total for attending the Held during as % of total Held during as % of total for attending the
Attended Attended attending the Attended year 2019
Director's meeting held meeting Director's meeting held Director's meeting held meeting
meeting
tenure tenure tenure
STEWARDSHIP

BDT BDT BDT BDT

R E P O R T
Mr. Aziz Al Mahmood 11 11 100 88,000 - - - - - - - - 88,000

Mr. Atiqur Rahman 11 9 82 72,000 10 9 90 72,000 - - - - 144,000

2 0 1 9
Mr. Monower Uddin Ahmed 11 10 91 80,000 - - - - 6 6 100 48,000 128,000

Mr. S.M. Mashrur Arefin* 1 0 0 - 1 1 100 8,000 - - - - 8,000

Mr. Md. Abdul Wadud** 9 7 78 56,000 10 8 80 64,000 - - - - 120,000

Ms. Mahia Juned 11 10 91 80,000 - - - - - - - - 80,000

Mr. Mohammad Mahbubur

11 8 73 64,000 - - - - 6 3 50 24,000 88,000
Rahman,FCA

Mr. Md. Kamrul Hassan, FCA 11 10 91 80,000 - - - - 6 5 83 40,000 120,000

OPERATING ENVIRONMENT & RISK MANAGEMENT

Mr. Syed Shahriyar Ahsan 11 10 91 80,000 11 8 73 64,000 6 5 83 40,000 184,000

Mr. Mati Ul Hasan 11 7 63.64 56,000 11 10 91 80,000 - - - - 136,000

Mr. Niaz Habib 11 11 100 88,000 1 1 100 8,000 - - - - 96,000

Mr. Matiul Islam Nowshad 11 8 73 64,000 - - - - - - - - 64,000

Total Remueration paid 808,000 296,000 152,000 1,256,000

Noted: Remuneration paid to the Directors for attending meetings are exclusive of VAT amount.
Leave of absence was granted to the Directors those who could not attend at the meeting.
* Nomination of Mr. S.M. Mashrur Arefin was withdrawn from the Board of IDLC by The City Bank Limited on February 17, 2019.
MANAGEMENT DISCUSSION & ANALYSIS

**Mr. Md. Abdul Wadud nominated by The City Bank Limited was appointed as a Director in the Board of IDLC to replace Mr. S.M. Mashrur Arefin on February 17, 2019.