Problems & Prospects of Capital Market

Bangladeshi Share Market is facing a discomfited situation now. Every day the prices and values of different shares are falling down. The potential investors in Stock Exchange and stock exchange are being depressed by the continuous price falling.

“But what are the problems behind it? & what are the solutions of it?”

As we started our discussion about the problems and prospects of Bangladesh capital market we have to illustrate some terms and conditions which will make the discussion simple to understand. And the terms are:

 Capital market  Market lot (ML)  Securities market  Earning Per Share (EPS)  Flotation cost  Price Earning Ratio  Brokers and dealers (PER)  Stock exchanges  Dividend  Trading system  Stock dividend  Fundamental Analysis  Circuit Breaker  Listed company or  Volume unlisted company  High Price  Stock  Low Price  Face value (FV) of a  Volume stock  Trade  The market value (MV)  52 Weeks Range of a stock  Private Placement

Capital Market: The capital market is the market for the instruments representing long term funds requirement of the corporation. It consists of sprawling complex of instruments and mechanism whereby intermediate term and long term funds are pooled and made available to business, government, and individuals.

1  Characteristics of Capital market o The place where debts and equities are traded o Scope of which is wide o Sector from where new funds come o Both negotiated and open market are used o Demand for the capital market instruments come from individuals & households; business & financial corporation; central govt.; local govt.; and foreign govt o Transaction in open market influence the price and yields of long term instruments immediately

 Capital Market Instruments o Govt. securities with maturity; o Long term debt owned by the government; o Privately owned long term debt o Long term corporate bonds including corporate mortgage debt; Common stock and preferred stock etc .

Securities Market: One of the broad parts of the capital market, under which the determination of price combines with firm’s action and reaction in the whole capital market. This market is of two types:

i. Primary Market ii. Secondary Market

i. Primary Market: primary market is a security market where new securities are being sold for the first time. It is a market where new issues of common stock, preferred stock, or bond are sold by the govt. or firms to acquire new capital. A primary issue occurs when the issuer gets the proceeds from an initial public offering (IPO) of stocks or bonds. And an intermediary that finds out the buyers for IPOs is termed as **investment banker.

ii. Secondary Market: Primary issues of securities occur frequently. When an investor buys a security, the seller is another investor. Such trade occurs in what are called secondary market. When investment bankers underwrite IPOs in the primary markets the issuer receive the cash proceeds. Here one investor sells securities to another and the issuing firm is not involved. The securities continue to trade between investors in a market called secondary market.

2  Activities of Secondary Market

o It brings the investors together so that transaction can be made immediately at a price that varies little from transaction to transactions o It gives investors the means to trade existing securities. o It continues to maintain the marketability of the tradable assets. o It simulates new financing by encouraging the investors to invest in IPOs o Being a self regulatory organization, secondary market regulate and monitor the activities of members, employees, m listed firms.

 Forms of secondary market:

i. Organized stock exchanges – listed securities are traded ii. OTC market – unlisted securities are traded iii. Third market iv. Fourth market

Investment Banker : A firm or a financial intermediary specializing in the sale of new securities to the public investors along with advisory functions, administration functions, underwriting functions, distribution functions, pricing functions.

3 Flotation Cost: The underwriter offering the highest net cash proceeds for the IPOs gets the deal. Investment bankers make profits by selling IPOs at price above what they paid for them. The difference between buying and selling prices is called the spread. This spread is divided into 3 parts

o The originator or managing underwriter keeps a certain point for originating and managing the syndicate o The entire underwriting group earns a specific percentage of total profit o The numbers of the selling group earn the remaining portion of the total profit

Brokers and Dealers: A broker is an intermediary who works as a media to bring together buyer and seller. And it takes commission form the buy/sales made. A broker must be listed member of any stock exchange

Stock Exchanges: When securities are traded between investors, issuers no longer receive any cash proceeds. Investors usually initiate securities purchases in secondary markets by calling a security brokerage house. In our country there are two stock exchanges: i. Dhaka Stock Exchange ii. Chittagong Stock Exchange

Stock: Stock or Share is the smallest part of ownership of an asset/company/firm.

Face value (FV) of a stock: This is the value assigned to a smallest part of ownership of a company.

For example in case of the previous example I gave the Face Value of a share of that shop is 100tk.

Market value (MV) of a stock: When someone sees a good business prospect of a company then he may be will to buy it other than the face value. It may be a higher price.

For example at present SALAM still mill's stock is trading around 190tk. So its market value (MV) is 190tk now.

Earning Per Share (EPS): Earning per share indicates how much profit is earned per share. For example if GQ ball pen is divided in 10 million stock and GQ ball pen makes a profit of 100million Tk then earning per share of GQ company is (100million Tk / 10 million shares = 10tk.) 10tk. EPS is calculated through dividing the total profit buy total number of securities/stock.

4 Market lot (ML): Every firm has millions of stock in the market. If every piece of stock is traded separately it will generate tedious clerical job and the system won't support so many trades per day. Moreover the trading cost per trade will be intolerable. To face such problem stocks of different companies are traded in bunches. Then every bunch is traded in the market. Every bunch is called a lot (market lot).

For example you have to buy at least 50 stocks at a time in a bunch if you want to buy GQ ball pen's stock. So the market lot (ML) gor GQ ball pen's stock is 50.

Price Earning Ratio (PER): It indicates that what is the price of a stock in relation to EPS. Say GQ ball pens price is now 140 Tk in the market and it's EPS is 10tk. Then it's price earning ratio (PER) is (140tk/10tk) 14 times. It also indicates that if someone buy a GQ ball pen stock for 140tk today the company will earn the same amount of earning for that stock in 14years

Dividend: Its the portion of profit given to the shareholders. Dividend is usually expressed in percentage basis or per share basis.

For example now if GQ company declares a 80% dividend to the shareholders it indicates that every shareholder will get 8tk per share. Dividend is calculated on Face Value not on the market value. The dividend declaration depends on the profit earned by the company, companies pay out ratio, investing policy etc.

Stock dividend: In some cases company may earn some profit. But it may need some extra money for further growth of the company. In that case the company may retain the profit earned. It wont declare cash dividend. Rather it will declare stock dividend. In that case an investor will get a few more stock of that company for free.

For example if GQ declares a 80% stock dividend it means if you hold 100stock of GQ ball pen you will get 80stock for free. This is a very nice system for company growth. In this system company can retain its needed cash for further investment and stock holders also get some benefit.

Right issue: In some cases business may need immediate money in the middle of the year or for any reason. May be it need some more cash for business growth. In that case the company can issue fresh share in the market. But according to regulation the existing shareholders have the priority to buy the shares. So when the company decides to issue new shares in the market at first it offers the shares to existing shareholders of the company. As existing shareholders get the shares according to their right it is called right issue. But if the existing shareholders decline to buy the new shares the company can issue the shares to general public as fresh IPO

5 Dividend yield: Dividend yield is the return calculated on your buying price resulting from declared dividend. If ACI company declares a 23% dividend and you buy ACI stock for 230tk. In that case you will receive 2.3tk as dividend (Face value of ACI stock is 10tk so 23% on 10tk. is 2.3tk). But as you bought the stock for 230tk your return is not 23% rather your return is 2.3/230=1% only. This is called dividend yield

Circuit Breaker: This is an automated system introduced by both DSE and CSE. In this system a specific stock can not increase or decrease more than a specific percentage point.

For example say previous days close price of Power Grid Company was 710tk. and the circuit breaker is 10%. It means Power Grid will not rise more than 10% today even it won't fall more than 10% today. So in a single day its highest price can be 710+710*10%=781tk and the lowest price will be 639tk. This system is introduced to tackle unusual volatility in the stock market.

LTP: Last Trade Price of a specific company in a day. The latest trade took place in this price.

Volume: Volume indicates how many stock of a specific company is traded in a single trading day.

High Price: This is the highest price of a stock in a single trading day.

Low Price: This is the lowest trade price in a single trading day.

Trade: It indicates how many transaction of a single stock took place in a day.

52 Weeks Range: It means that what was the highest and lowest price of a stock in last 52 weeks.

For example if today (28/03/2008) ACI's 52 weeks range shows 62-235 it means that ACI stock was traded lowest at 62 tk in last 52weeks and highest 235tk in last 52weeks. Usually it is updated every month on DSE website.

IPO: Initial Public Offering. When any company offers their stock to general public for the first time it is called Initial Public Offering. A company can offer stock to the public again and again. Those are called Public Offering

Private Placement: When a company sells it's shares to institutional or individual investors through private negotiation rather offering their shares to the public it is called private placement.

6 Technical Analysis: Technical analysis means analyzing a stocks price trend based on its recent past trade pattern (investigating volume, price trend, high, low, close etc). People try to identify near-future-up- trend of any stock and invest in it so that when the price will go up he can make profit.

Fundamental Analysis: This sort of analysis is done based on the company fundamentals- (EPS, Dividend, NAV etc.) In this case peoples try to identify the true value of a stock rather the price trend. When someone identifies a stock is undervalued s/he consider that market will recognize the value shortly and the price will go up. And s/he invests in that particular stock in advance to reap profit from increased value when the market will recognize the value.

Comparative Valuation: I wrote on it earlier. Just read that. If you cant find that post just type the topic- "Comparative Valuation" in the search box and search it. You'll get it.

Intrinsic Value: This means that what is the true value of a stock. Fundamental analysts try to identify this value.

Listed company or unlisted company: Companies or firms which are listed with stock exchanges are called listed public limited company. On the other hand firms/companies those are not listed with any of the stock exchange un-listed companies.

Central Depository Bangladesh Limited (CDBL):as incorporated as a public limited company on 20th August 2000 to operate and maintain the Central Depository System (CDS) of Electronic Book Entry, recording and maintaining securities accounts and registering transfer of securities; changing the ownership without an physical movement or endorsement of certificates and execution of transfer instruments, as well as various other investor services including facilitation of the secondary market trading of Treasury Bills and Government Bonds issued by the Bangladesh Bank.

7 What is a depository?

A depository is like a bank for shares instead of money. Instead of holding shares in the form of certificates, investors have accounts in the depository and are able to move securities and settle stock exchange transactions by an electronic update of their accounts.

Virtually all established markets have depositories including India, Japan, Malaysia, , Sri-Lanka and Thailand, UK and USA.

The core service of a depository is the efficient delivery, settlement and transfer of securities through a computerized book entry system.

What is a depository needed?

The need for a depository arose from shortcomings in the present settlement system, resulting in:

 Lengthy delays in delivery settlement and transfer of securities;  Tedious procedures for verification of securities and transfer deeds;  Considerable time involved in dispatching cash dividends and bonus shares;  Risk of damaged, lost, forged and duplicate securities;  Serious problems associated with physical custody;  Tedious procedure involved in pledging of physical securities to raise capital.

Central Depository Bangladesh Limited (CDBL), a joint venture company setup by banks, stock exchange, Asian Development Bank and other institutions operates the Central Depository System (CDS) in Bangladesh.

CDBL, by converting physical certificates into electronic form, will eliminate the risks of damaged, lost, forged and duplicate share certificates. The instantaneous delivery through electronic book entry will result in immediate transfer of ownership, which presently can take over a month. CDBL, in the long term, will also reduce the costs of the investing public.

8 Securities & Exchange Commission

Introduction: The Securities and Exchange Commission (SEC) was established on 8th June, 1993 under the Securities and Exchange Commission Act, 1993. The Chairman and Members of the Commission are appointed by the government and have overall responsibility to administer securities legislation. The Commission is a statutory body and attached to the Ministry of Finance.

Functions the SEC: o Serve as the members of the Commission and supervise its management. o Provide policy direction to industry and staff and promulgate legally binding rules. o Act as an administrative tribunal for decisions on the capital market.

Mission of the SEC: o Protect the interests of securities investors. o Develop and maintain fair, transparent and efficient securities markets. o Ensure proper issuance of securities and compliance with securities laws.

Commissions’ main Functions o Regulating the business of the Stock Exchanges or any other securities market o Registering and regulating the business of stock-brokers, sub-brokers, share transfer agents, merchant bankers and managers of issues, trustee of trust deeds, registrar of an issue, underwriters, portfolio managers, investment advisers and other intermediaries in the securities market o Registering, monitoring and regulating of collective investment scheme including all forms of mutual funds o Monitoring and regulating all authorized self regulatory organizations in the securities market. o Prohibiting fraudulent and unfair trade practices relating to securities trading in any securities market. o Promoting investors’ education and providing training for intermediaries of the securities market. o Prohibiting insider trading in securities o Regulating the substantial acquisition of shares and take-over of companies, o Undertaking investigation and inspection, inquiries and audit of any issuer or dealer of securities, the Stock Exchanges and intermediaries and any self regulatory organization in the securities market. o Conducting research and publishing information

9 Dhaka Stock Exchange

Introduction: Dhaka Stock Exchange (Generally known as DSE) is the main stock exchange of Bangladesh. It is located in Motijheel at the heart of the Dhaka city. It was incorporated in 1954.

Dhaka stock exchange is the first stock exchange of the country. As of 31 December 2007, the Dhaka Stock Exchange had 350 listed companies with a combined market capitalization of $26.1 billion.

History It first incorporated as Stock Exchange Association Ltd in 28 April 1954 and started formal trading in 1956. It was renamed as East Pakistan Stock Exchange Ltd in 23 June 1962. Again renamed as Dhaka Stock Exchange Ltd in 13 May 1964

After the liberation war in 1971 the trading was discontinued for five years. In 1976 trading restarted in Bangladesh. In 16 September 1986 DSE All Share Price Index was started.

The formula for calculating DSE all share price index was changed according to IFC in 1 November 1993. The automated trading was initiated in 10 August 1998. In 1 January 2001 DSE 20 Index was started. Central Depository System was initiated in 24 January 2004. As of November 16 2009, the benchmark index of the Dhaka Stock Exchange (DSE) crossed 4000 points for the first time, setting another new high at 4148 points.

Legal Control: The Dhaka Stock Exchange (DSE) is registered as a Public Limited Company and its activities are regulated by its Articles of Association rules & regulations and bye-laws along with the Securities and Exchange Ordinance, 1969, Companies Act 1994 & Securities & Exchange Commission Act, 1993.

Functions: - Listing of Companies.(As per Listing Regulations). - Providing the screen based automated trading of listed Securities. - Settlement of trading.(As per Settlement of Transaction Regulations) - Gifting of share / granting approval to the transaction/transfer of share Outside the trading system of the exchange (As per Listing Regulations 42) - Market Administration & Control. - Market Surveillance. - Publication of Monthly Review. - Monitoring the activities of listed companies. (As per Listing Regulations) - Investors grievance Cell (Disposal of complaint bye laws 1997). - Investors Protection Fund (As per investor protection fund Regulations

10 1999) - Announcement of Price sensitive or other information about listed companies through online.

Types of Markets in DSE: i. Public Market: In this market instruments are traded in normal volume ii. Spot Market: Instruments are traded in normal volumes under corporate action if any iii. Odd lot Market: Odd lots of all Instruments are trade in this market iv. Block Market: Instruments are traded in bulk volume

The Clearing and Settlement: The Clearing and Settlement module provides the management of trade from the point of entry into the Settlement Pool trade database until it has been delivered, settled and removed from the Settlement Pool. It consists of three major business processes.

Clearing: participant trade reporting, affirmation, billing and assigning settlement instructions

Settlement: the process of overseeing that delivery of all instruments to the buyer and payment of all moneys to the seller has occurred before removing the trade from the settlement pool.

11 Regulation 4 of the Settlement of Stock Exchange Transactions Regulation 1998 has been given effect time to time. A new directive was made by SEC dated on 18th March 2003 "Adjusted due position mechanism for settlement of scrip only as provided by regulation 4(1) of settlement of Stock Exchange Transaction Regulations, 1998 shall remain suspended from 19th March 2003 until further order".

Here is a complete picture of the settlement system for all of our 427 Instruments in Five (5)groups in the Four (4) markets

Day T: Both Brokers & DSE Sign Contract

Selling Broker T+1 Buying Broker Securities Cheque (in favour of DSE)

T+3 T+3 DSE Clearing House Cheque Securities (in favour of DSE)

A Group: Number of Instruments are 338 (150 + 8D + 22M + 158TB), Here D for Debentures, M for Mutual funds & TB for Treasury Bonds (Trading in Public, Block & Odd-lot Market with trade for trade settlement facility for scrip only through DSE Clearing House on T+1, T+3 basis). "A" and "DA" are marked in BASES columns for Non-Demat & Demat instrument respectively in our TESA Trading Software.

The above cycle is valid for A, B, G & N category instruments traded in Public, Block & Odd-lot market.

B Group: Number of Instruments are 44(Trading in Public, Block & Odd-lot Market with trade for trade settlement facility through DSE Clearing House on T+1, T+3 basis). "B" and "DB" are marked in BASES columns for Non-Demat & Demat instrument respectively in our TESA Trading software.

G Group: Number of Instrument is 0 (Trading in Public, Block & Odd-lot Market with trade for trade settlement facility through DSE Clearing House on T+1, T+3 basis). "G" and "DG" are marked in BASES columns for Non-Demat & Demat instrument respectively in our TESA Trading software.

N Group: Number of Instrument is 11(Trading in Public, Block & Odd-lot Market with trade for trade settlement facility through DSE Clearing House on T+1, T+3 basis). "N" and "DN" are marked in BASES columns for Non-Demat & Demat instrument respectively in our TESA Trading software.

12 Z Group: Number of Instruments are 34(Trading in Public, Block & Odd-lot Market with trade for trade settlement facility through DSE Clearing House on T+1, T+9 basis). "Z" and "DZ" are marked in BASES columns for Non-Demat & Demat instrument respectively in our TESA Trading software.

Day T: Both Brokers & DSE Sign Contract

T+1 Selling Broker Buying Broker

Securities Cheque (in favour of DSE)

T+9 T+9 DSE Clearing House Cheque Securities (in favour of DSE)

This cycle is valid only for Z group instruments traded in Public, Block & Odd-lot market.

Day T: Both Brokers & DSE Sign Contract

T+0 Selling Broker Buying Broker

Securities Cheque (in favour of DSE)

T+1 T+1 DSE Clearing House Cheque Securities (in favour of DSE)

The above cycle is valid for A, B, G, N & Z category instruments traded in spot market.

Day T: Both Brokers & DSE Sign Contract

T+5 Selling Broker Buying Broker

Securities Cheque (in favour of DSE)

T+6 T+6

Cheque 13 Securities (in favour of DSE)

DSE Clearing House

Remarks * If any instrument declared as Compulsory Spot then Trades of Block and Odd- lot market of that Instrument will be settled like Spot Market. * Howla Charge, Laga Charge & Tax are always payable to DSE at Pay-In date for both Buyer and Seller traded in Public, Block & Odd-lot Market. * Howla Charge, Laga Charge & Tax are always payable to DSE at T+1 day for both Buyer and Seller traded in Spot Market. * Outside-Of-Netted settlement for "A" Group instrument has been withdrawn from 10th Dec 2006. * DVP Trades are Off-Market Settlement (Broker to Broker).

DSE Automated Trading System: Globally the developments in information & communication technologies (ICT) have created a new instance in the securities market operations. Stock Exchanges all over the world have realized the potentiality of ICT and inclined to the electronic trading systems. It was understood by DSE that technology would ensure transparency, timeliness and satisfaction in customer service. Considering those DSE introduced Automated Trading System on 10th August 1998.In other words, the trading floor moved right into the member's office premises where an investor started to place buy/sell orders. Considering market growth the Automated Trading System was upgraded two times. The recently Upgraded Trading System was started from 21st December, 2008.

Hardware: DSE Automated Trading System (HP Nonstop S7806) is running on fault tolerant, high available, scalable and maintainable Mainframe Server. Previously DSE established the TANDEM Nonstop K204 System on September 1998 and on August 2005 it was replaced with highly scaleable HP Nonstop S7802.

DSE upgraded the Trading System again on 21st December, 2008. The existing HP Nonstop S7806 Server is highly fault tolerant to the fact that no single component failure will halt the system. Its constituent parts are hot swappable, and upward compatible; components can be added or removed while the system is running and any compatible new upgraded will work with the system.

Network (LAN / WAN): the entire Member (238 members) Server Applications (MSA) are connected with Nonstop HP S-Series Server through either DSE LAN or WAN connectivity. Each member has one or more Trader Work Station (TWS). The TWSs are being connected to the Trading Server via respective MSA through LAN and WAN connection. DSE outsourced MetroNet Ltd., DNS Ltd. , X-Net Ltd., Dhaka Com Ltd., Ranks ITT, Link-3, Royal Green Online Ltd. etc Network Service Providers (NSP under WAN Expansion Project). Now day’s members can establish a main office or branch offices to their remote location and can trade smoothly by using different media ADSL, Optical fiber and Radio Link from Dhaka and other important cities such as Gazipur, Narayanganj, Comilla, Hobiganj, Chittagong, Sylhet, Khulna, Barisal, Rajshahi, Bogra at

14 the same time. Three DSE branch offices located at Chittagong, Sylhet and Khulna are connected viaBTTB's DDN link. We also used connectivity for redundancy for the DDN link. We have a plan to reach the DSE branches in same way.

DSE LAN/WAN Expansion DSE LAN/WAN Expansion

Within Dhaka City: Outside of Dhaka City:

In case of trade interruption due to serious hardware, software, network failure or telecommunication disruption at the Brokerage houses, there is a provision to allow traders to trade at DSE Contingency Trading floor.

System Software: The system software is HP Proprietary Nonstop KERNEL and includes the database as part of the operating system thereby eliminating the layer typically found in most Database Management Systems (DBMS). The Database functionalities are handled by NONSTOP SQL, which is simply a different operational session for the operating system. The proprietary nature of the system software arguably enhances system security. Operating system is HP's proprietary Nonstop Kernel DBMS handled by Nonstop SQL. The system software treats all its hardware resources as objects and is thus entirely message driven. This then allows application software to be deployed using client / server architecture providing shared data processing between the central server and the user workstation. The central trading system resides in the Stock Exchange premises, which is running 24 hrs in a day & 365 days in a year.

Application Software The application, which runs in DSE for trading, is called TESA (The Electronic Securities Architecture). TESA has two parts: MSA (Member's Server Application) & TWS (Trader workstation). MSA is the "Gateway" between the traders and the Stock Exchange, which manages all the transactions and database operations between the traders and the Trading Engine. TWS is the Front-end Application closer to investors, where they can submit Buy/Sell orders for their desired securities.

15 TESA (The Electronics Securities Architecture) is the Trading software (Based on HP proprietary O/S & DBMS). It has developed in view of Distributed Database system in the client site it is being using SQL as local Database Trading Software is MSA & TWS In STSD (Signal trader Single Database) system both MSA & TWS are running on a Windows 2k Professional /XP Professional workstation and for MTSD (Multiple trader Single Database) MSA install in a Windows 2k Server & the TWSs are in different Windows 2k Professional /XP Professional workstation-using members in house LAN

Tesa Architecture: TESA software is built for the global securities markets. It uses fault tolerant computers, intelligent workstations and client / server design techniques. This provides co-operative processing, high message integrity, continuous operation and fully automatic recovery. This co-operative mechanism enables very high speed processing which is essential for today's electronic markets.

TESA's Application Programmatic Interface (API) is the gateway to the TESA system from the outside world. All external devices connect through the API. The API provides the translation between external devices and internal processes. This means that a new process does not need to be written to support each new device, only the API needs to be modified.

Solution Benefits: The TESA application suite derives significant advantages from being implemented on the HP Nonstop platform. The HP Nonstop customers have benefited from these advantages. Fault Tolerance: One of the most important automation requirements for any stock exchange system is continuous system availability. With most systems Fault Tolerance is created at the application level. Fault Tolerance is a fundamental design feature of the HP Nonstop architecture. Data Integrity: Data integrity is an integral feature of HP architecture. TESA employs standard HP tools to achieve exceptional data integrity. Scalability: The ability of an exchange to accommodate extraordinary increases in transaction volumes without loss of its Capital investment in automation is very important. The HP Nonstop Server is massively scalable due to Parallel processors.

Principal Functions of TESA Market Information: Supplying all market information needed to formulate the buy and sell decisions Order Management: Accept, validate and store orders and quotes from broker workstations and / or systems. Order Execution: Automatically executes orders when buy and sell prices match. Trade Reporting: Trade execution reports are provided to each trade participant, to the settlement system and / or the depository and to the market.

16 Index Calculation: Calculates and publishes market indices (DSE General Index & Weighted Average Index.) Market Access: Provide exchange members with efficient affordable GUI-based tools for accessing the market.

Trading Sessions: TESA conducts trading in-5-phases. Enquiry: In this session Brokers can logon to the system. No order will be submitted in this session. No trade will be executed. Only previous orders can be withdrew in this session Opening: The Opening is a pure, single-price auction. All buy and all sell orders are compared and calculate the open-adjust price. No trades will be executed in this session Continuous Trading: During this phase, participants enter orders and immediate execution or for inclusion in the book. Automatic matching and execution takes place based on best price/ first in, first out trading rules Closing: Closing prices are calculated and disseminated to market participants Enquiry: Market will be closed in this session & other facilities like the previous enquiry session.

Market Control: The Market Control Workstation allows the exchange administrative staff to control the operation of the market, e.g. Session Control: Opening and closing the market via interactive control or by preset timers. Validation Parameters: Setting and viewing parameters that control the trading engine validation e.g. tick size, Circuit Breaker, Circuit Filter, Market lot, Price protection Percentage. Messaging: Allows the dissemination of company announcement data and general market administrative massages.

Market Information: Market Information is a real-time market data system. It collects, manages, generates and stores information relating to trade instruments and issuing companies. Market Information is responsible for, Collecting Real-Time Market Information: Bids, offers, last sale (i.e. most recent trade price and volume), book and other data are gathered via the Trading engine. It supports TESA's automated and manual trading modules and can process the trades of external and off-market systems. Collecting company Information: All information supplied by the listed companies are maintained in the TESA database. Generating Market Statistics: TESA generates market indices on a real time basis. It generates other statistical information such as Price.

Brokers Support

17 Research and Enquiry: this module provides brokers access to the local Broker Support and TESA databases for enquiries and research purposes.

Public Order Book Broker Order Book

The multi-windows environment allows users to simultaneously view orders, market and trades. Broker Support offers Stock Exchange members two configurations; standalone and multi-user. Both configurations maintain a database consisting of information generated by the TESA Server and the local system.

Management The management and operation of Dhaka Stock Exchange is entrusted on a 25 members Board of Director. Among them 12 are elected from DSE members, another 12 are selected from different trade bodies and relevant organizations. The CEO is the 25th ex-officio member of the board (Annexure-Table-B). The following organizations are currently holding positions in DSE Board: • Bangladesh Bank • ICB • President of Institute of Chartered Accountants of Bangladesh • President of Federation of Bangladesh Chambers of Commerce and Industries • President of Metropolitan Chambers of Commerce and Industries • Professor of Finance Department of Dhaka University • President of DCCI (Dhaka Chamber of Commerce and Industry

18 Chittagong Stock Exchange

Introduction: The Chittagong Stock Exchange (CSE) began its journey in 10th October of 1995 from Chittagong City through the cry-out trading system with the promise to create a state-of-the art bourse in the country. Founder members of the proposed Chittagong Stock Exchange approached the Bangladesh Government in January 1995 and obtained the permission of the Securities and Exchange Commission on February 12, 1995 for establishing the country's second stock exchange. The Exchange comprised of twelve Board members, presided by Mr. Amir Khosru Mahmud Chowdhury (MP) and run by an independent secretariat from the very first day of its inception. CSE was formally opened by then Hon'ble Prime Minister of Bangladesh on November 4, 1995.

Mission: The Chittagong Stock Exchange believes that a dynamic, automated, transparent stock exchange is needed in Bangladesh. It works towards an effective, efficient and transparent market of international standard to serve and invest in Bangladesh in order to facilitate the competent entrepreneurs to raise capital and accelerate industrial growth for overall benefit of the economy and keep pace with the global advancements.

Objectives: • Develop a strong platform for entrepreneurs raising capital; • Provide a fully automated trading system with most modern amenities to ensure: quick, easy, accurate transactions and easily accessible to all; • Undertake any business relating to the Stock Exchange, such as a clearing house, securities depository center or similar activities; • Develop a professional service culture through mandatory corporate membership; • Provide an investment opportunity for small and large investors; • Attract non-resident Bangladeshis to invest in Bangladesh stock market; • Collect preserve and disseminate data and information on stock exchange; • Develop a research cell for analyzing status of the market and economy.

19 Management: Chittagong Stock Exchange Ltd. (CSE) has a policymaking Body of 24 members, of whom 12 are elected and 12 are non elected. This Board comprises of one President, three Vice Presidents and 19 Directors. There is an independent secretariat headed by a Chief Executive Officer (CEO) (Annexure-Table-C).

Regulatory Structure Overview

Organizational Structure

20 Problems of Capital Market: Problems in capital market, specially in stock exchanges occur due to different arsons and its scenario is like as follows:

 Access to high quality and credible corporate information remains a major problem in the market. While a handful of institutional investors may enjoy certain benefits since they have an investment unit manned with qualified officers, nothing exists for retail investors.

 in the absence of independent research houses, retail investors primarily focus on advice given by their brokers, which often consists of market rumors. This is not acceptable, and it often leads to enormous losses for small investors who are vital for a low-income and emerging market like Bangladesh.

21 Filtering of information among different types of investors may leave scope for manipulation; this assumption had been proved right in the 1996 market meltdown at the cost of many individuals and households. The market does not have an adequate number of fundamentally sound scraps.

 The authorities should not force major corporations to come into the market, without creating an enabling environment. The focus should be on the privatization of state owned enterprises through public offerings in the bourses. The market has to reach such a stage of development that companies will take it as a serious alternative to bank financing.

 The government has reduced the interest rates on savings instruments, however this particular market is still limited to the commercial banks, and individual investors do not have access to these instruments. These savings instruments are considered risk-free, and since they are not present in the capital market, the overall risk of investment for an investor remains very high.

 A portfolio investor does not have the option of reducing his average portfolio risk by adding these risk-free opportunities. An estimate suggests that the ratio of institutional-to-retail investors is still low in Bangladesh, even relative to other emerging markets. Institutional investors bring long-term commitment and a greater focus on fundamentals and, hence, stability in the market.  The presence of institutional investors is also expected to ensure better valuation levels due to their specialized analytical skills. While we do have public sector as well as private sector institutional investors in the economy, proprietary investment from these institutions is not significant -- other than the

 Investment Corporation of Bangladesh that was created in 1976 and currently manages several mutual funds. Corporate governance of international standard is still lacking. Multinational corporation’s and institutions operating in Bangladesh often adhere to a very high international standard compliance regime.

 Parent companies of most of these corporations and institutions have theirs rips listed in developed markets. Unless the local market adheres to, and effectively enforces, standard corporate governance system, there will not be a level- playing ground for international business houses vis-à-vis local operators.

 An important aspect for capital market is reflection of fair value of scraps. This is not adequately present in the current scenario, and due to this reason the market is not receiving the attention of an important segment of investors, both foreign and local. Investors are perhaps depending more on speculative analysis, resulting in volatility in the market, as opposed to fundamental analysis, which

22 could attract more stable long-term investors who are sure about their investment tenure and expectations.

1996 and now

 The bull-run that took place in 1996 has left a number of positives for the market. A lot of investment-friendly regulatory reforms have been implemented by the SEC. We now have stronger surveillance and improved rules relating to public issue, rights issue, acquisition, mergers and so on.

 All these fundamental developments, which were well overdue, followed the1996 bull-run. It was a learning experience for Bangladesh, and the desired level of changes was initiated by the market watchdog subsequently. In the secondary market, surveillance is more active and particular than before.

 These developments, that are widely appreciated, are actually the fundamental requirements that are in place today resulting from the continuous efforts of the government and multilateral agencies. Trading has now become automated, led by the Chittagong Stock Exchange through the central depository.

 In the present automated trading environment, bids/offers, depth, and required broker particulars are all recorded and can be retrieved for future reference. The Central Depository Bangladesh Limited (CDBL) was created in August 2000 to operate and maintain the Central Depository System (CDS) of Electronic Book Entry, recording and maintaining securities accounts and registering transfers of securities; changing the ownership without any physical movement or endorsement of certificates and execution of transfer instruments, as well as various other investor services including providing a platform for the secondary

23 market trading of Treasury Bills and Government Bonds issued by the Bangladesh Bank.

 The stock market surveillance mechanics in place at present has no resemblance to that of 1996.There are strict rules and guidelines, trading circuit breakers and international standard surveillance to protect investor rights and ensure fair play.

 The disclosure requirements and its timing for both listed scraps and IPOs as devised by the SEC are now more reflective of international practices.

 The SEC is also adopting new valuation methods that result in fairpricing of new issues. While there is still a lack of credible research organizations, a few firms like Asset and Investment Management Services of Bangladesh Ltd. (Aims) have come up, and they are investing in research and building up stock market related credentials

The recent surge in the stock market

 The Dhaka Stock Exchange Index was at a 10-year high in the 2007 year end(up 66 percent),which made it Asia's top performer after China. The steady investment atmosphere prevailing throughout 2007 is considered to be one of the main reasons behind this surge. Good return prospects, stable market growth, and uninterrupted trading as a result of political stability attracted foreign investors to local securities. In 2007, foreign investors bought shares worth$205.7 million, while the amount of selling was $78.6 million, according to a DSE statistic. According to the DSE, in 2007, net foreign or portfolio investment on the Dhaka Stock Exchange surged 8.3x to $129 million. The banking sector, followed by the power, pharmaceutical and cement sectors, received the most foreign investment.

24  The caretaker government has also attracted investors by pledging to sell state enterprises. The state-owned companies -- Jamuna Oil Company Ltd. and Meghna Petroleum Ltd. -- debuted in the bourses early this month. Some analysts think that the market had been undervalued before the surge, and the uphill trend, therefore, played the role of an upward correction of the market. The P/E ratio now stands at 20x as compared to 14.1x for emerging markets. It seems sustainable if the planned big IPOs of a few SOEs and the top telecom companies take place. More suchlarge issues are required, which can emerge out of the energy, infrastructure and public sectors.

Fig: present situation of index of share market

 Trading on the Dhaka Stock Exchange index was halted after it fell by 660 points, or 9.25%, in less than an hour on 10th January, 2011

 It was the biggest one-day fall in its 55-year history.It is estimated that over three million people - many of them small-scale individual investors - have lost money because of the plunging share prices.

 The benchmark index had climbed by 80% in 2010 but has lost more than 27% since early December. Investors and police also clashed last month. Monday’s protest followed losses of about 6.7% in Sunday trading.

25  Trading was also halted on the country's other main index, the Chittagong Stock Exchange.

Along with these problems we are also facing problems which are given below:

1. Loan from Foreign Agencies: Most of the times Govt. take loans from foreign agencies which reduce the turnover of our currency as a result our money become barren because it requires interest also.

2. Lack of proper Management: Our capital market is not well managed also. Sometimes it requires the directions from the economists or specialists.

3. Corruption: Corruption is the main problem of capital markets it it occurs in many ways by politicians, business individuals, govt employee etc.

4. Weakness of SEC: SEC is responsible for controlling the capital market. But in recent times we watch that the market is highly manipulated and SEC remains stable. Why not use the services of the banks and dispense with the services of the couriers altogether? Will the SEC not considers a quota for Senior Citizens in future IPOs say 5% of the shares for those 65 and above?

5. Defective Rules & Regulations: The rules and regulations of capital market are defective and are changing time to time. For this investors are becoming nervous to invest certainly in any securities.

6. Price manipulation: It has been observed that the share values of some profitable companies has been increased fictitiously some items that hampers the smooth operation of Stock market.

7. Wrong Representation of Financial Statements: Many companies do not focus real position of the company as some audit firms involve in corruption while preparing financial statements. As a result the shareholders as well as investors do not have any idea about position of that company.

8. Negligence of Concern Parties: Govt. as well as the concern people does not think hardly for the capital market. Thus it can not achieve the strength in last 12 years.

9. Political Instability: It is one of the vital reason because due to the political unrest investors relates to one party can manipulate to harm other in this way they harm investors.

26 10. Delays in Settlement: Financing procedures and delivery of securities sometimes take an unusual long time for which the money is blocked from nothing.

11. Irregulations in Dividends: Some companies do not hold Annual General Meeting(AGM) and eventually declare dividends that confused the shareholders about the financial positions of the company Selection of Membership: Some members being the directors of listed companies of DSE, CSE look for their own interest using their internal information of share market.

12. No benchmark rate or yield curve: The government was not in the practice of issuing any long-term transferable instruments and the interest rates on the popular government saving instruments were administered. As such, no benchmarking of ‘risk-free rates’ or the risk-free premium was possible. The proxy ‘bank rate’ or the ‘fixed deposit’ rates of commercial banks were not a reflective and reliable substitute. Therefore, a mid or long-term yield curve could not be developed. Lately, during the past two-three years the T-bills have been gradually made marked based where the demand is overwhelmingly from commercial banks to comply with the Statutory Liquidity Requirement (SLR).

13. High government borrowing at high interest rates: The government has traditionally been the major borrower through the various ‘national savings schemes’ and that too at the highest interest rate bracket and in unlimited (not predetermined) amounts. The government instruments were crowding out corporate borrowers and bank deposits in comparable tenures. Thankfully, the scenario is shifting lately as the government has discontinued some high interest paying instruments and restricted investments on others, accompanied with rate cuts. This has been attributed to the recent surge in stock prices.

14. Lack of transparency in public sector borrowing: Public sector borrowing has been riddled with lack of transparency that failed to eventually proffer any reliable demand-supply scenario in which an efficient debt market can function. Because of the frequent shifts and ad hoc culture and volatility of demand, many of the debt instruments could not be designed to be publicly traded that could fuel a vibrant market. Efforts are now on to issue tradable instruments and bring fiscal discipline.

15. Entrenched buy & hold culture: Since the first love of fixed income investors were the non-transferable high yield government saving certificates, an entrenched ‘buy & hold’ culture developed over the years. Even premature encashment over the counter at the issuing offices were not a common practice. This culture spilled over to the nascent listed corporate debenture market, testified by the historically low

27 trading volume at the exchanges, which retarded the natural growth of a secondary debt market.

16. Low long-term borrowing requirement: Owing to a bitter colonial past and lack of resources, historically there was a weaker base for industrialization and related formalized commercial activities. This has kept the demand for long-term capital and credit requirement at the formal market at a lower level.

17. High bank deposit rates: As deposit interest rates of the commercial banks were also quite high until recently in competition with government securities, corporate issues had to offer unsustainable higher rates (14%-18.5% pa with semi-annual rest). High bank interest rates deterred public borrowing by the corporate bodies, thwarting the expected development of a debt market.

18. Banks feeding project finance appetite: Though retail banks necessarily should not be in a position to provide adequate long-term project finance owing to a deposit and credit tenure mismatch, traditionally the commercial banks were (and still) providing such funds largely through annual rollovers, distorting the long-term credit market. Borrowers prefer less disclosure requirement and prudential obligations in bank borrowing to a public issue.

19. High tax incidence & issue cost: Until a couple of years back debenture trust had to pay one-off 2.5% registration fees (now a fixed token amount of Tk2,500) and 2% stamp duty on the total amount raised. With firm commitment underwriting requirement necessitating 2.5% fees, the public issue cost averaged about 8%, topping with a recurring annual 1% trustee fee and related listing fees. In a prevailing high interest regime, a high establishment and issue cost base rendered most public issue of corporate debentures unviable.

20. Lack of regulations and infrastructure: Absence of a dedicated set of regulations and necessary infrastructure that could help a debt market of consequence remained an impediment. However, despite absence of an umbrella law, there could have been notable market activities had there been strong policy support. The historical inheritance of the English Common Law, including the Companies Act 1913, Contract Act 1862, Trust Act 1882 etc. along with the various securities regulations including the SEC Public Issue Rules, all provided a framework which could have a facilitating role had their been application of imagination. The SEC has now framed a guideline for issuance of debt securities.

21. Lack of expertise & innovation: General lack of expertise and innovation and absence of institutions in bringing variations in debt products have kept the market uninteresting. Lawyers, financial advisors and other service providers have not been competent in identifying the rights and obligations of the parties involved in debt

28 securities. Expertise and institutional base for issuing various forms of debt is yet to visibly evolve. There is also absence of pertinent financial research institutions. The Bangladesh Bank have now issued Primary Dealer licenses to selected banks and NBFIs and the SEC have also initiated the process of appointing eligible stock brokers for trading of government securities at the bourses.

22. Overlapping parasitical: Since Bangladesh Bank and the SEC enjoy some overlapping regulatory powers on the money and bond markets; there remain potentials of confusion among the issuers and market intermediaries. To qualify for tax incentives, zero coupon issue or SVP for asset securitization, require no- objection from the Central Bank, even if the issuer is not a bank or financial institution and it is a long-term instrument (over 1 year). The governance of the debt securities regime was weak and a disincentive along with the absence of arbitration institutions.

23. Default culture erode confidence: An overwhelming number of publicly traded debentures issued by reputed corporate houses through IPOs failed to service the interest coupon and principal payment obligations in time. There are instances where the SEC had to intervene after a long and tangled process but there was no visible legal redress for the debenture-holders. Because of these irregularities, there persists a general lack of confidence among investors in listed debentures. With the erosion of public confidence there has been no issue of new listed debentures since 1999.

24. Absence of institutional investors: In Bangladesh the institutional investor community like investment & merchant banks, mutual funds, pension & provident funds, life insurers etc. has unfortunately not developed due to multifarious impediments. The market is essentially retail based and prone to high risk. The newly licensed merchant banks are yet to make any tangible mark, the government pension funds are essentially non-funded and non-accounted-for liabilities, provident and insurance funds restrained under age old qualitative and quantitative restrictions and growth of private mutual fund retarded under stringent regulatory frame-work and an uneven playing field. None of these ground realities has been conducive to growth of a healthy and vibrant capital market.

25. Imbalanced Demand and Supply of Stock: There are certain leakage of stock in the market that’s why the existing stock is over valued.

29 26. Lack of centralization: The concept of centralization of the securities market has not been implemented that arise technical problems and political infighting.

27. Not considering the current market prices: The intrinsic values for securities traded are sometimes estimated without considering the current market prices of the securities.

28. Lack of skilled manpower: Lack of skilled manpower as well as financial and non-financial institutions involved in the securities market.

29. The lack of proper policy framework: The lack of proper policy framework that provides incentives and protection to investors

30. Lack of skilled investors: Lack of skilled investors is another problem to our capital market

31. Lack of awareness: Lack of awareness is another problem in our capital market

32. Book building: is a way of asserting the price of a share. A small number of select investors bid for a portion of a company's shares and buy. That price then becomes the face value of the share. The companies which have come to the market or are waiting to be listed have indicative prices (the price that they got from book building process) which reflect price earning ratios well above 40. This means they are all overpriced in SEC's eyes. Why then the watchdog let it happen? This must be investigated and SEC must answer to this.

33. Lack of skilled manpower:DSE as well as financial and non financial institutions involved in the securities market.

34. The Share Market Bubble: Jyoti Rahman a famous columnist warns that there might be trouble afoot in our capital markets After bringing uncomfortable memories of 1996 to many minds over the last few months, the bull run in Dhaka Stock Exchange (DSE) seems to be in abeyance, at least for now. At the time of writing, DSE had fallen by about 1 per cent since the end of February. While there have been reports of angry reactions of retail investors expecting sharp price rises, a modest price correction is a preferable outcome than continuing froth in the market eventually ending in a more severe bust. Of course, such a bust is still very much possible. We are by no means out of the woods yet. But with luck, we will have avoided a collapse. Either way, focus should now turn to factors that fuel these episodes, and what, if any, can policy do to avoid them.

30 Prospects of Capital Market

1. Severely squeezed money supply: Govt. have to take initiatives to maintain the flow of money supply in market where people invest their capital.

2. Hiked bank deposit requirements: All concern parties have to make policy to hike bank deposit requirement. And from time to time they have to update it.

3. Reduced Bank investment ceiling into capital market: The bank investment ceiling also needs to be reduced. Because of their investment the liquidity problem is increasing.

4. Improve the Activities of DSE:  To force the listed companies to publish their annual reports with actual and proper information that can ensure the interests of investors  To introduce automated monitoring system that may control price manipulation, malpractices and inside trading.  To introduce full computerized system for settlement of transactions  To force the listed companies to declare and pay regular dividends through conducting Annual General Meeting.  To take remedial action against the issues of fake certificatesBanks, insurance companies and other financial institutions should be encouraged deal in share business directly.  To punish the member brokers for breaching of contract.

5. Capital Market Development Program in Bangladesh:  Strengthening market regulation and supervision  Developing the capital market infrastructure  Modernizing capital market support facilities  Increasing the limited supply of securities in the market  Developing institutional sources of demand for securities in the market and

6. Improving policy coordination: Time to time changing policies are pushing the investors towards danger. So policies related to stock markets need to coordinate with the condition of all parties.

7. Introducing Corporate Governance: A 2008 Asian Development Bank (ADB) “Improvement of Capital Market and Insurance Governance Project” program administration memorandum notes that despite recent improvements, Bangladesh’s capital market is still underdeveloped and weaknesses in corporate governance

31 persist. The Bank also points to "inadequate market supervision" as one of the key problems. A 2009 paper by Javed Siddiqui published in the Journal of Business Ethics further explains that the corporate sector in Bangladesh is characterized by high ownership concentration, lack of shareholder involvement and reluctance on the part of the investor to raise capital through the stock market. Efforts to improve corporate governance, however, are being made at various levels. Since 1999, the ADB has been involved in a project (which is scheduled to be completed in 2009) to strengthen the capacity of the Securities and Exchange Commission (SEC), the Bangladeshi capital market regulator. In 2003, the Bangladesh Enterprise Institute (BEI), a donor-funded private sector think-tank developed a code of corporate governance. Furthermore, the SEC issued an order on corporate governance to be implemented on a comply-or-explain basis by listed companies in 2006. Among other initiatives, the BEI, in partnership with the United States Agency for International Development is currently involved in a project on “Promoting Governance, Accountability, Transparency, & Integrity” to be completed in 2012 and has also been conducting several training programs on corporate governance.Corporate boards are owner-dominated and therefore, most of the companies have executive directors, CEO and chairman from the controlling family. There are two stock exchanges in Bangladesh, the DSE and the CSE. At the end of 2004, the total market capitalization of the DSE was $3.8 billion, representing 6.7% of GDP (compared with $1.7 billion at the end of 2003). The total market capitalization of the CSE was $3.6 billion. By June 2005, there were 277 listed securities on the DSE and 198 on the CSE.

8. Ensuring the Basis for an Effective Corporate Governance Framework: According to a 2007 OECD overview of corporate governance frameworks in Asian countries, Bangladeshi legal framework is governed by the Companies Act. The BEI Corporate Governance guidelines and the 1987 SEC order supplement the existing framework. The Siddiqui paper notes that the Companies Act 1994 (revised after 81 years from Companies Act 1913, when Bangladesh was part of British- India) defines the structure of the firms, including the composition of the board of directors, appointment of the CEO, appointment and remuneration of the auditors etc. Additionally, the financial sector is regulated by the Banking Companies Act, and the Insurance Act. The author notes that poor implementation is one of the main problems with the Bangladeshi legal environment.As pointed out earlier, the capital market in Bangladesh is regulated by the SEC. Established in 1993, the SEC’s objective is to protect the investors, promote and develop capital markets, and regulate the securities market. In 1999, the ADB initiated a US $ 1.07 million project to strengthen the regulatory capacity of SEC. Other regulatory agencies include the RSJC, the Bangladesh Bank, the DSE, the CSE, and the ICAB. The BEI report points out many weaknesses in the SEC and RSJC as regulators, including insufficient staff and expertise. 9. The Rights of Shareholders and Key Ownership Function: Rights of shareholders are included in the Companies Act 1994. The Act grants shareholders certain rights such as attending meetings, appointing and removing directors, obtaining financial information, and approving the annual balance sheet.

32 Shareholders are also given mechanisms to enforce their rights. In addition, as a protection for shareholders, the directors and management of a company are subject to such penalties as fines and imprisonment for not filing periodic returns with the RJSC. Also, shareholders decide on dividends but they may not exceed the amount recommended by the board. Per the 2003 BEI report, shareholders are not involved in the daily management of the company. There are a number of factors that weaken shareholders rights including insufficient board disclosure, board size and makeup, and a lack of independent directors. Corporate governance in SOEs is poor because there is little oversight by the government, and the majority shareholders rarely play a role in the financial and managerial oversight of an SOE.

10. The Equitable Treatment of Shareholders: According to the 2003 BEI report, the Companies Act of 1994 provides adequate protection for minority shareholders, especially Section 233. However, most shareholders do not know about Section 233 and other minority shareholders rights. The assessment recommends increased minority shareholder participation. There are a number of provisions for the protection of minority shareholders. Minority shareholders with at least 10 percent of shares may take court action against the company. However, exercising minority shareholder rights may be costly, and proving a director is at fault is difficult. The SEC protects minority shareholders, sometimes overzealously, at the expense of the majority shareholders in listed companies. The Code of Corporate Governance expands upon the existing legislation and suggests that minority shareholders be able to elect a director. However, there is insufficient information publicly available addressing Bangladesh’s compliance with this principle

11. The Role of Stakeholders in Corporate Governance: The 2003 BEI report notes that creditors are the primary stakeholders in Bangladesh because commercial financing is principally obtained through borrowing from banks and financial institutions, as opposed to equity or the capital market. The assessment recommends that stakeholders' awareness of corporate governance issues be fostered in order to strengthen their role. The report also identified the common concern of the stakeholder groups regarding the truth and fairness of audited financial statements. However, there is insufficient information publicly available addressing Bangladesh’s compliance with this principle.

12. Disclosure and Transparency: In Bangladesh, company disclosure to shareholders and the public is the only mechanism that shareholders and investors have to evaluate a company's performance and oversee the activities of the board. The 2003 BEI report points out the importance of strict enforcement of regulations pertaining to disclosure. However, disclosure is often inaccurate and incomplete. The law requires that books recording the company finances be kept at the registered office and be available for inspection by government officials. Sanctions for noncompliance include fines and imprisonment. The report judges company disclosure based on the requirements of the Bangladesh Accounting Standards (BASs) as "inadequate" and "not consistent" , with practically no consequences. It adds that weak auditing and regulation perpetuate the situation. Other relevant

33 information frequently goes unreported. The SEC prescribes that the audit committees should meet at least three times per year. However, the 2009 Siddiqui paper notes that Bangladeshi companies are reluctant to hold annual general meetings (AGMs) even though this is a statutory requirement.

13. The Responsibilities of the Board: The 2003 BEI report noted that most directors do not know their duties or responsibility to shareholders interests, and they consequently do not fulfill their duties. There is also no forum in which directors may carry out their functions, as board meetings and AGMs do not serve as such. Companies have low expectations for their boards. Qualified and independent directors are rare. There are no training prerequisites for directors. Also, there are poor requirements for the disclosure of information about the board to the shareholders. According to the International Monetary Fund's 2005 Selected Issues paper on Bangladesh, there have been improvements in corporate governance of banks. CEO's are subject to the fit and proper test, and a similar test is applied for bank directors. There is a requirement that independent directors represent the interests of minority shareholders. Also, the number of directors and the time they serve on the board has been limited, as well as restrictions placed on multiple members of one family serving on the same board. The Code of Corporate Governance includes mandates pertaining to the board and directors. Also, the BEI website indicates that in February 2006 the SEC introduced guidelines for corporate governance which are enforced on a 'comply or explain' basis. In addition, a South Asian Federation of Accountants report indicates that there are requirements for the chairman to be an independent director and a separation of the roles of chairman and CEO. There are guidelines for director remuneration. The board is responsible for company oversight, determining risk management and internal control systems and monitoring and approving financial reports. There are also requirements for board meetings.

14. Good governance for better capital market: Investor confidence has not fully recovered since the stock market crash in 1996. This lack of confidence is traceable in large part to weak governance practices. Lack of market interest has in turn marginalized the role of the capital market in mobilizing long-term funds for economic development. The Improvement of Capital Market and Insurance Governance Project (the Project) will improve good governance practices in the capital market and the insurance sector. The TA loan has two parts. Bangladesh’s capital market is still underdeveloped, despite recent improvements. There are two stock exchanges in Bangladesh, the Dhaka Stock Exchange (DSE) and the Chittagong Stock Exchange (CSE).4 At the end of 2004, the total market capitalization of the DSE was $3.8 billion, representing 6.7% of GDP (compared with $1.7 billion at the end of 2003). The total market capitalization of the CSE was $3.6 billion. (i)Strengthening regulatory and supervisory capacity;

(ii) Improving governance and operations of market Intermediaries;

34 (iii) Strengthening corporate governance and public disclosures;

(iv) Strengthening accreditation System; and

(v) strengthening debt recovery.

The insurance sector, an important provider of long-term capital, is growing very rapidly in Bangladesh. As economic growth accelerates, there is greater need for insurance protection and new insurance products. During 2001-2003, premiums have grown by 22% annually for life insurance and by 11% for general insurance. However, the insurance premium per capita remained at 2.1% in 2003, slightly lower than in Pakistan (2.9%) and far below India (16.4%).

There are 62 insurance companies in Bangladesh. They include two state-owned insurance corporations: Jiban Bima Corporation (JBC) for life insurance and Sadharan Bima Corporation (SBC) for general insurance. JBC and SBC account for around 15% of premium income in their respective subsectors. SBC benefits substantially from reinsurance premium income since it is compulsory for general insurance companies to reinsure with SBC up to 50% of their total reinsured assets.

15. Strengthening the Market Surveillance Systems: To strengthen the SEC’s operations and governance, (i) a real-time market surveillance system will be installed, and (ii) capacity building will be provided to improve monitoring, supervision, and enforcement capacity of the SEC. The SEC surveillance system will complement the stock exchanges’ own market surveillance activities and ensure that the exchanges are performing their regulatory functions well. The stock exchanges will establish a regulatory review committee to support the implementation of surveillance systems and to prevent vested interests of the exchanges’ members from encroaching on the exchanges’ regulatory functions. The committee will be composed of representatives from the legal and accounting professions, who will be independent of members of the exchanges, and an SEC representative who will participate as an observer. The committee will be responsible for establishing policy and direction in applying the regulations of the exchanges; reviewing existing regulations, regulatory practices, and Staff of SEC, CSE, and DSE will be trained in modern market surveillance and enforcement techniques to enable them to be more effective at detecting trading irregularities and market abuses. The training will include examination of evidence and analysis of trading accounts of brokerage firms. In addition, staff will be trained not to contaminate evidence

35 obtained from the surveillance system that could later be used in prosecuting a matter in the courts.

 Further Strengthening the Capacity of SEC:

The Project will continue assistance provided to the SEC to progressively upgrade its capacity so it can meet more fully its current and future regulatory and market development functions, promote market stability and develop the capital market. The Project will support (i) capacity building programs, staff development and retention schemes, and a succession plan for employees leaving the SEC

(ii) the establishment of an in-house training unit within the SEC

(iii) overseas secondments for a small number of key staff, and

(iv) a brief review of the overall risk management situation in the market.

 Capacity Building. The capacity building programs will help develop the skills required by the SEC to meet gaps in its present operations and for future regulatory needs. The training needs to be met by the Project include, among others, effective risk management, enforcement, and market surveillance, which play an important part in the overall regulation of the capital market. The training for the SEC enforcement staff will concentrate on hands-on training and include exposure to actual cases. . General courses will be given to all staff of SEC, while specific courses will be designed and undertaken for SEC management and its Board covering regulatory issues, market operations, and organizational management.

36 The policy and procedures on selection of staff for local and international training, including a policy for retaining trainees, will be transparent. Policies and procedures will be introduced to recruit employees. An organizational and succession plan will be developed and implemented. There will be a facilitation plan of selected current senior staff to obtain professional qualifications appropriate to their posts.

 Establishment of In-House Training Unit: . help to establish a training unit within the SEC, to ensure that training is sustained. The unit will have a high profile in the SEC and be responsible for both initial and subsequent training of its staff. Trainers with expertise in the highly specialized regulatory functions of the SEC are rare in Bangladesh, so consideration will be given to using qualified retired officers from the SEC with the expertise and training skills to conduct in-house training programmes.

 Risk Management. The Project will support a concise overall risk management review so that the SEC can identify potential weaknesses in the market structure. This will strengthen the SEC’s preparedness for its supervisory functions .

 Enhancing the Capacity of Management and Governance of the Stock Exchanges 15 IOSCO, as the principal international securities regulatory standards-setting organization, advocates the importance of the integrity of capital markets as essential to a country’s financial stability and economic prosperity. It provides guidelines to enable regulators to identify and address possible weaknesses to a financial system.

Management must be provided with the knowledge to operate the exchanges effectively and efficiently by international standards. The Project will provide training, coaching, and organizational development advice to management. Some of the local training may be combined with SEC staff training. The component will cover a needs assessment of designated staff at each exchange and the provision of courses based on those outlined in component 1 for the SEC. The Project will help to arrange (but not fund) secondment of selected exchange staff to overseas exchanges.

37 To improve management efficiency and help to raise the operations and governance of the exchanges to international standards, the boards and committees of exchanges will be streamlined. The Project will help to review current governance regulations, such as the memorandum and articles of associations of the exchanges, and preparing draft papers to present to the SEC for approval. The Project will consider ways to facilitate transactions in the exchanges, through the use of various accepted trading mechanisms such as margin lending, borrowing and lending of securities, and the introduction of new products suitable for Bangladesh.

Annexure

Table: A SECURITIES AND EXCHANGE COMMISSION Authority Sl.o. Name Designation

Commission 01. Mr. Md. Ziaul Haque Khondker Chairman

02. Mr. Muhammad Yasin Ali Member-I 03. Professor Md. Helal Uddin Nizami Member-II Officers of the Commission 1. Mr. Abdul Hannan Zoarder ED (Presently under lien for 2 years) 2. Mr. Anwarul Kabir Bhuiyan ED 3. Mr. Farhad Ahmed ED (AdminFinance/Enf./Law) 4. Mrs. Ruksana Chowdhury ED (CMRRC)

38 5. Mr. A.T.M. Tariquzzaman ED (CI/CDS) 6. Mr. Anowarul Islam ED (MF & SPV, Reg.) 7. Mr. Saifur Rahman ED (Surv) 8. Mr. Ashraful Islam Executive Director (MIS) 9. Mr. M. Hasan Mahmud Executive Director (CF) 10. Mr. Mahbubul Alam Director (SRI,R&D, SRMIC) 11. Mr. Mahbuber Rahman Chow. Director (Law) 12. Mr. Kamrul Anam Khan Director (CI) 13. Mr. Mohammad Rezaul Karim Director (CMRRC.) 14. Mr. Shafiul Azam Director (SRMIC) 15. Mr. Ripan Kumar Debnath Director (CMRRC) 16. Mr. Mir Mosharraf Hossain Director (Enforcement) 17. Mr. Mohammad Jahangir Alam Director (SRI) 18. Mr. Mahmoodul Hoque Director (Surv.) 19. Mr. Prodip Kumar Basak Director (Corporate Finance) 20. Mr. Rajib Ahmed Director (MIS/Surv) 21. Mr. Abul Kalam Director (Corporate Finance-II/Finance) 22. Mr. Mansur Rahman Director (CI) 23. Mr. Mohammad Abul Hasan Director (Enforcement) 24. Mr.Sheikh Mahbub Ur Rahman Director (Reg.) 25. Mrs. Farhana Faruqui DD (Chairman’s Office/IRD) 26. Mr. Abu Rayhan Mohammad Mutasim Billah DD (SRMIC) 27. Mr. Md. Fakhrul Islam Mazumder DD (Corporate Finance) 28 Mr. A.S.M. Mahmudul Hasan DD(Law) 29 Mr. Muhammad Ziaur Rahman DD(Law) 30 Ms. Mustari Jahan DD(Enforcement) 31. Mr. M.A Maleque Accounts Officer 32. Ms. Anu Dey AD (MF&SPV) 33. Mr. Md. Iqbal Hossain AD (CI) 34. Mr. Rakibur Rahman AD (Surveillance) 35 Md. Saiful Islam Assistant Director (Reg.) 36 Mr. Md. Ohidul Islam Assistant Director (SRI) 37 Mr. Mohammad Zahirul Haque Assistant Director (CI) 38 Mr. Md. Yusuf Bhuiyan Assistant Director (Reg.) 39 Syed Golam Mowla Assistant Director (R&D) 40 Ms Tania Sharmin Assistant Director (Surveillance) 41 Ms Sultana Parvin Assistant Director(MF&SPV) 42 Mr. Hafiz Md. Harunur Rasid Assistant Director (Admin &Finance) 43 Ms Mahmuda Shireen, Assistant Director Assistant Director(SRMIC) 44 Mr. Md. Hossain Khan Assistant Director(Enf.) 45 Ms. Parvin Akter Assistant Director(Surveillance)

Table-B Dhaka Stock Exchange Ltd. Authority

39 Mr. Md. Shakil Rizvi

President, DSE Mr. Ahasanul Islam Senior Vice-President, DSE Mr. Md. Shahjahan Vice-President, DSE Mr. Md. Rakibur Rahman Director, DSE Mr. Ahmed Iqbal Hasan Director, DSE Mr. Md. Feroz Khan Director, DSE Mr. Ahmad Rashid Director, DSE Mr. Khwaja Ghulam Rasul Director, DSE Mr. Sharif Ataur Rahman Director, DSE Mr. Md. Rafiqul Islam Director, DSE Mr. Azizur Rahman Director, DSE Mr. Md. Mizanur Rahman Khan Director, DSE

Table: C Chittagong Stock Exchange Ltd. Authority 1. Fakhor Uddin Ali Ahmed President 2. Al Maruf Khan,FCA Vice-President 3. A.Q.I. Chowdhury,OBE Vice-President 4.. Tareq Kamal Vice-President 4. Abu Sayed Md. Shahidullah Director 5. ASM Nayeem,FCA, FCCA Director

40 6. Bijan Chakroborty Director 7. Mirza Salman Ispahani Director 8. M.K.M. Mohiuddin Director 9 . Md. Mofizuddin Director 10. Mohammed Mohiuddin, FCMA Director 11. Nasiruddin Ahamed Chowdhury Director 12. . Abu Ahmed Director 13. Abul K. A. Mubin Director 15. Aftabul Islam, LLB, FCA Director 16. Amir Humayun Mahmud Chowdhury Director Mr. Anis A. Khan Director 17. Farooq Sobhan Director 18. Kutubuddin Ahamed Director 19. Mamun Rashid Director 20. Md. Sarwar-E-Alam Director

21. Moinul Islam Mahmud Director 22. ussuf Abdullah Harun, FCA Director 23. Zaidi Satter Director 24. essor Dr. Mohammed Abdullah Mamun CEO & Director

Table: D Listed Companies in DSE Bank

41 CITYBANK (THE CITY BANK LIMITED.) ABBANK (AB BANK LIMITED.) IFIC (INTERNATIONAL FINANCE INVESTMENT AND COMMERCE BANK LIMITED) ISLAMIBANK (ISLAMI BANK BANGLADESH LIMITED.) NBL (NATIONAL BANK LIMITED.) PUBALIBANK (PUBALI BANK LIMITD.) RUPALIBANK (RUPALI BANK LIMITED.) UCBL (UNITED COMMERCIAL BANK LIMITED.) UTTARABANK (UTTARA BANK LIMITED.) EBL (EASTERN BANK LIMITED.) ALARABANK (ALARAFAH ISLAMI BANK LTD.) PRIMEBANK (PRIME BANK LTD.) SOUTHEASTB (SOUTHEAST BANK LIMITED.) DHAKABANK (DHAKA BANK LIMITED.) NCCBANK (NATIONAL CREDIT AND COMMERCE BANK LIMITED) SIBL (SOCIAL ISLAMI BANK LIMITED) DUTCHBANGL (DUTCH BANGLA BANK LTD.) MTBL (MUTUAL TRUST BANK LTD.) STANDBANKL (STANDARD BANK LIMITED) ONEBANKLTD (ONE BANK LIMITED) BANKASIA (BANK ASIA LIMITED) MERCANBANK (MERCANTILE BANK LIMITED) EXIMBANK (EXPORT IMPORT BANK OF BD. LTD.) ICBIBANK (ICB ISLAMIC BANK LIMITED) JAMUNABANK (Jamuna Bank Ltd.) PREMIERBAN (THE PREMIER BANK LTD.) SHAHJABANK (SHAHJALAL ISLAMI BANK LTD.) BRACBANK (BRAC BANK LTD.) TRUSTBANK (TRUST BANK LIMITED) FIRSTSBANK (FIRST SECURITY BANK LIMITED)

Cement HEIDELBCEM (HEIDELBERGCEMENT BANGLADESH LIMITED.) CONFIDCEM (CONFIDENCE CEMENT LIMITED) MEGHNACEM (MEGHNA CEMENT MILLS LIMITED) LAFSURCEML (LAFARGE SURMA CEMENT LTD.) ARAMITCEM (ARAMIT CEMENT LTD.) PADMACEM (PADMA CEMENT LTD.) NILOYCEM (NILOY CEMENT INDUSTRIES LIMITED)

Ceramics Sector

42 STANCERAM (STANDARD CERAMIC INDUSTRIES LTD.) FUWANGCER (FUWANG CERAMIC INDUSTRY LIMITED) MONNOCERA (MONNO CERAMIC INDUSTRIES LTD.) SPCERAMICS (SHINEPUKUR CERAMICS LIMITED) RAKCERAMIC (RAK CERAMICS (BANGLADESH) LIMITED )

Corporate Bond IBBLPBOND (IBBL MUDARABA PERPETUAL BOND) ACIZCBOND (ACI 20% CONVERTIBLE ZERO COUPON) BRACSCBOND (SUB 25% CONVERTIBLE BONDS OF BRAC BANK LIMITED)

Debenture DEBBXKNI (BEXIMCO KNITTING LIMITED) DEBBXDENIM (BEXIMCO DENIMS LIMITED)

Engineering AFTABAUTO (AFTAB AUTOMOBILES LIMITED.) BDLAMPS (BANGLADESH LAMPS LIMITED.) ECABLES (EASTERN CABLES LIMITED) SINGERBD (SINGER BANGLADESH LIMITED.) BDAUTOCA (BANGLADESH AUTOCARS LIMITED) QSMDRYCELL (QUASEM DRYCELLS LIMITED.) RENWICKJA (RENWICK JAJNESWAR & COMPANY(BANGLADESH) LTD.) NTLTUBES (NATIONAL TUBES LIMITED.) NPOLYMAR (NATIONAL POLYMER INDUSTRIES LIMITED) NAVANACNG (NAVANA CNG LIMITED) AZIZPIPES (AZIZ PIPES LIMITED.) OLYMPIC (OLYMPIC INDUSTRIES LIMITED.) ATLASBANG (ATLAS BANGLADESH LIMITED.) BDTHAI (BANGLADESH THAI ALUMINIUM LIMITED.) KAY&QUE (KAY & QUE(BANGLADESH) LIMITED.) RANFOUNDRY (RANGPUR FOUNDRY LTD.) MONNOJTX (MONNO JUTEX INDUSTRIES LTD.) ANWARGALV (ANWAR GALVANIZING LIMITED) MONNOSTAF (MONNO JUTE STAFLLERS LTD.) SALAMCRST (S. Alam Cold Rolled Steels Ltd.) GOLDENSON (GOLDEN SON LTD.) BSRMSTEEL (BSRM STEELS LIMITED) DESHBANDHU (DESHBANDHU POLYMER LIMITED)

Financial Institutions

43 IDLC (INDUSTRIAL DEVELOPMENT LEASING COMPANY BANGLADESH LIMITED.) ULC (UNITED LEASING COMPANY LIMITED.) UTTARAFIN (UTTARA FINANCE AND INVESTMENT COMPANY LIMITED) MIDASFIN (MIDAS FINANCING LIMITED) FLEASEINT (FIRST LEASE INTERNATIONAL LTD.) PLFSL (PEOPLES LEASING & LTD.) PRIMEFIN (PRIME FINANCE & INVESTMENT LTD.) PREMIERLEA (PREMIER LEASING FINANCE LTD.) ISLAMICFIN (ISLAMIC FINANCE & INVESTMENT LTD.) ILFSL (INTERNATIONAL LEASING & FINANCIAL SERV.L) ICB (INVESTMENT CORPORATION OF BANGLADESH.) BDFINANCE (BANGLADESH FINANCE AND INVESTMENT CO.LTD.) LANKABAFIN (LankaBangla Finance Ltd.) BIFC (Bangladesh Industrial Fin. Co. Ltd.) IPDC (Industrial Prom. & Dev. Co. of BD Ltd.) UNIONCAP (UNION CAPITAL LIMITED) PHOENIXFIN (PHOENIX FINANCE AND INVESTMENTS LTD) FASFIN (FAS Finance & Investment Limited) DBH (DELTA BRAC HOUSING FINANCE CORP. LTD.) NHFIL (NATIONAL HOUSING FIN. AND INV. LTD.) BAYLEASING (BAY LEASING & INVESTMENT LIMITED)

Fuel & Power BOC (BOC BANGLADESH LIMITED) SUMITPOWER (SUMMIT POWER LTD.) EASTRNLUB (EASTERN LUBRICANTS BLENDERS LIMITED) PADMAOIL (PADMA OIL COMPANY LIMITED) DESCO (Dhaka Electric Supply Company Ltd.) POWERGRID (Power Grid Company of Bangladesh Ltd.) BDWELDING (BD. WELDING ELECTRODES) JAMUNAOIL (JAMUNA OIL COMPANY LIMITED) MPETROLEUM (MEGHNA PETROLEUM LIMITED) TITASGAS (TITAS GAS TRANSMISSION & DIST. CO. LTD.) KPCL (KHULNA POWER COMPANY LIMITED)

Food & Allied APEXFOODS (APEX FOODS LIMITED) BANGAS (BANGAS LIMITED) BATBC (BRITISH AMERICAN TOBACCO BANGLADESH COMPANY LIMITED) NTC (NATIONAL TEA COMPANY LIMITED) ZEALBANGLA (ZEAL BANGLA SUGAR MILLS LIMITED) SHYAMPSUG (SHYAMPUR SUGAR MILLS LIMITED)

44 GULFOODS (GULF FOODS LIMITED.) FUWANGFOOD (FUWANG FOODS LIMITED) MEGCONMILK (MEGHNA CONDENSED MILK INDUSTRIES LTD.) BEACHHATCH (BEACH HATCHERY LTD.) FINEFOODS (FINE FOODS LIMITED) BLTC (BLTC) HILLPLANT (HILL PLANTATION LIMITED) MEGHNAPET (MEGHNA PET INDUSTRIES LTD.) DHAKAFISH (DHAKA FISHERIES LIMITED) ALPHATOBA (ALPHA TOBACCO MANUFACTURING COMPANY LIMITED) CTGVEG (CHITTAGONG VEGETABLE OIL INDUSTRIES LIMITED) RAHIMAFOOD (RAHIMA FOOD CORPORATION LIMITED) BDPLANT (BANGLADESH PLANTATION LIMITED) MODERNIND (MODERN INDUSTRIES(BANGLADESH) LIMITED) GEMINISEA (GEMINI SEA FOOD LIMITED) AMCL(PRAN) (AMCL (PRAN)) YOUSUFLOUR (YOUSUF FLOUR) MEGHNASHRM (MEGHNA SHRIMP CULTURE LIMITED)

Insurance GREENDELT (GREEN DELTA INSURANCE COMPANY LIMITED) EASTERNINS (EASTERN INSURANCE COMPANY LIMITED) JANATAINS (JANATA INSURANCE COMPANY LIMITED) PHENIXINS (PHOENIX INSURANCE COMPANY LIMITED) EASTLAND (EASTLAND INSURANCE COMPANY LIMITED) KARNAPHULI (KARNAPHULI INSURANCE COMPANY LIMITED) RUPALIINS (RUPALI INSURANCE COMPANY LIMITED) NATLIFEINS (NATIONAL LIFE INSURANCE COMPANY LIMITED) DELTALIFE (DELTA LIFE INSURANCE COMPANY LIMITED) PRAGATIINS (PRAGATI INSURANCE LIMITED) PIONEERINS (PIONEER INSURANCE COMPANY LTD.) MERCINS (MERCANTILE INSURANCE CO. LTD.) AGRANINS (AGRANI INSURANCE CO. LTD.) GLOBALINS (GLOBAL INSURANCE LTD.) POPULARLIF (POPULAR LIFE INSURANCE CO. LTD.) FAREASTLIF (FAREAST ISLAMI LIFE INSURANCE CO.) MEGHNALIFE (MEGHNA LIFE INSURANCE CO. LTD.) NITOLINS (NITOL INSURANCE CO. LTD) UNITEDINS (UNITED INSURANCE COMPANY LIMITED) CENTRALINS (CENTRAL INSURANCE COMPANY LIMITED) SANDHANINS (SANDHANI LIFE INSURANCE COMPANY LIMITED) PROGRESLIF (PROGRESSIVE LIFE INSURANCE CO. LTD)

45 PRIMEINSUR (PRIME INSURANCE COMPANY LTD.) RELIANCINS (RELIANCE INSURANCE LIMITED) PEOPLESINS (PEOPLES INSURANCE COMPANY LIMITED) ASIAPACINS (ASIA PACIFIC GENERAL INSURANCE) SONARBAINS (SONAR BANGLA INSURANCE LTD.) ISLAMIINS (ISLAMI INSURANCE BANGLADESH LIMITED) FEDERALINS (FEDERAL INSURANCE COMPANY LIMITED) PURABIGEN (PURABI GENERAL INSURANCE COMPANY LIMITED) BGIC (BANGLADESH GENERAL INSURANCE COMPANY LIMITED) PRIMELIFE (PRIME ISLAMI LIFE INSURANCE LTD.) PRAGATILIF (PRAGATI LIFE INSURANCE LTD.) PARAMOUNT (PARAMOUNT INSURANCE COMPANY LTD) CITYGENINS (CITY GENERAL INSURANCE CO. LTD.) CONTININS (CONTINENTAL INSURANCE LTD.) STANDARINS (STANDARD INSURANCE LIMITED) TAKAFULINS (TAKAFUL ISLAMI INSURANCE LIMITED) NORTHRNINS (NORTHERN GENERAL INSURANCE COMPANY LTD) REPUBLIC (REPUBLIC INSURANCE COMPANY LIMITED) ASIAINS (ASIA INSURANCE LIMITED) RUPALILIFE (RUPALI LIFE INSURANCE COMPANY LIMITED) PROVATIINS (PROVATI INSURANCE COMPANY LIMITED) DHAKAINS (DHAKA INSURANCE LIMITED)

IT Sector ISNLTD (INFORMATION SERVICES NETWORK LTD.) BDCOM (BDCOM ONLINE LIMITED.) INTECH (INTECH ONLINE LIMITED.) AGNISYSL (AGNI SYSTEMS LTD.) DAFODILCOM (DAFFODIL COMPUTERS LTD.)

Jute NORTHERN (NORTHERN JUTE MANUFACTURING COMPANY LIMITED) JUTESPINN (JUTE SPINNERS LIMITED) SONALIANSH (SONALI AANSH INDUSTRIES LIMITED)

Miscellaneous GQBALLPEN (GQ BALL PEN INDUSTRIES LIMITED) USMANIAGL (USMANIA GLASS SHEET FACTORY LIMITED) SINOBANGLA (SINOBANGLA INDUSTRIES LTD.) MIRACLEIND (MIRACLE INDUSTRIES LIMITED.) BERGERPBL (BERGER PAINTS BANGLADESH LTD.)

46 ARAMIT (ARAMIT LIMITED) SAVAREFR (SAVAR REFRACTORIES LIMITED) BEXIMCO (BEXIMCO ) BSC (BANGLADESH SHIPPING CORPORATION) ENGINEER (THE ENGINEERS) HIMADRI (HIMADRI)

Mutual Funds 6THICB (SIXTH ICB MUTUAL FUND.) 8THICB (EIGHTH ICB MUTUAL FUND) AIMS1STMF (AIMS FIRST GUARANTEED MUTUAL FUND.) ICBAMCL1ST (ICB AMCL FIRST MUTUAL FUND) ICBISLAMIC (ICB AMCL ISLAMIC MUTUAL FUND) GRAMEEN1 (GRAMEEN MUTUAL FUND ONE) PF1STMF (PHOENIX FINANCE 1ST MUTUAL FUND) EBL1STMF (EBL FIRST MUTUAL FUND) 1STICB (FIRST ICB MUTUAL FUND.) 7THICB (SEVENTH ICB MUTUAL FUND.) 3RDICB (THIRD ICB MUTUAL FUND.) 5THICB (FIFTH ICB MUTUAL FUND.) TRUSTB1MF (TRUST BANK 1ST MUTUAL FUND) 4THICB (FOURTH ICB MUTUAL FUND.) 1STBSRS (FIRST BANGLADESH SHILPA RIN SANGSTHA MUTUAL FUND.) ICBAMCL2ND (ICB AMCL SECOND MUTUAL FUND) 2NDICB (SECOND ICB MUTUAL FUND.) ICB1STNRB (ICB AMCL 1ST NRB MUTUAL FUND) ICB2NDNRB (ICB AMCL 2ND NRB MUTUAL FUND) GRAMEENS2 (GRAMEEN ONE : SCHEME TWO) 1STPRIMFMF (PRIME FINANCE FIRST MUTUAL FUND) ICBEPMF1S1 (ICB EMPLOYEES PROVIDENT MF 1: SCHEME 1) PRIME1ICBA (PRIME BANK 1ST ICB AMCL MUTUAL FUND) DBH1STMF (DBH FIRST MUTUAL FUND) IFIC1STMF (IFIC BANK 1ST MUTUAL FUND) ICB3RDNRB (ICB AMCL THIRD NRB MUTUAL FUND) 1JANATAMF (First Janata Bank Mutual Fund) GREENDELMF (Green Delta Mutual Fund) POPULAR1MF (POPULAR LIFE FIRST MUTUAL FUND) PHPMF1 (PHP FIRST MUTUAL FUND) IFILISLMF1 (IFIL ISLAMIC MUTUAL FUND-1) AIBL1STIMF (AIBL 1st Islamic Mutual Fund) MBL1STMF (MBL 1ST MUTUAL FUND)

47 Paper & Printing HAKKANIPUL (HAKKANI PULP & PAPER MILLS LTD.)

Pharmaceuticals & Chemicals BANGLAPRO (BANGLA PROCESS INDUSTRIES LIMITED) BXPHARMA (BEXIMCO PHARMACEUTICALS LIMITED) ACI (ADVANCED CHEMICAL INDUSTRIES LIMITED) RECKITTBEN (RECKITT BENCKISER(BANGLADESH) LTD.) IBNSINA (THE IBN SINA PHARMACEUTICAL INDUSTRY LTD.) MARICO (MARICO BANGLADESH LIMITED) BXSYNTH (BEXIMCO SYNTHETICS LIMITED) ORIONINFU (ORION INFUSION LTD.) SQURPHARMA (SQUARE PHARMACEUTICALS LIMITED) IMAMBUTTON (IMAM BUTTON INDUSTRIES LIMITED) KEYACOSMET (KEYA COSMETICS LTD.) KEYADETERG (KEYA DETERGENT LTD.) AMBEEPHA (AMBEE PHARMACEUTICALS LIMITED) GLAXOSMITH (GLAXOSMITHKLINE BANGLADESH LTD.) RENATA (RENATA LIMITED) KOHINOOR (KOHINOOR CHEMICAL COMPANY(BANGLADESH) LTD.) LIBRAINFU (LIBRA INFUSIONS LTD.) PHARMAID (PHARMA AIDS LIMITED) TBL (THERAPEUTICS(BANGLADESH) LIMITED) ACIFORMULA (ACI FORMULATIONS LIMITED) BEACONPHAR (BEACON PHARMACEUTICALS LIMITED) ACTIVEFINE (ACTIVE FINE CHEMICALS LIMITED) SALVOCHEM (SALVO CHEMICAL INDUSTRY LIMITED)

Services & Real Estate EHL (EASTERN HOUSING LIMITED) SAMORITA (SAMORITA HOSPITAL LTD.) SAPORTL (SUMMIT ALLIANCE PORT LIMITED) OCL (OCEAN CONTAINERS LIMITED)

Tannery Industries APEXTANRY (APEX TANNERY LIMITED) APEXADELFT (APEX ADELCHI FOOTWEAR LTD.) LEGACYFOOT (LEGACY FOOTWEAR LTD.) BATASHOE (BATA SHOE COMPANY(BANGLADESH) LTD.) SAMATALETH (SAMATA LEATHER COMPLEX LTD.)

48 Telecommunication GP (GRAMEENPHONE LTD.)

Textile DELTASPINN (DELTA SPINNERS LTD.) APEXWEAV (APEX WEAVING & FINISHING MILLS LIMITED) ALLTEX (ALLTEX INDUSTRIES LTD.) ANLIMAYARN (ANLIMA YEARN DYEING LTD.) HRTEX (H.R. TEXTILE MILLS LIMITED) SQUARETEXT (SQUARE TEXTILES LTD.) MALEKSPIN (MALEK SPINNING MILLS LTD.) QSMSILK (QUASEM SILK MILLS LIMITED) DSHGARME (DESH GARMENTS LIMITED) APEXSPINN (APEX SPINNING & KNITTING MILLS LIMITED) MONNOFABR (MONNO FABRICS LTD.) PRIMETEX (PRIME TEXTILE SPINNING MILLS LTD.) DACCADYE (THE DACCA DYEING & MANUFACTURING CO.LTD.) METROSPIN (METRO SPINNING LTD.) SAIHAMTEX (SAIHAM TEXTILE MILLS LTD.) DULAMIACOT (DULAMIA COTTON SPINNING MILLS LIMITED) RAHIMTEXT (RAHIM TEXTILE MILLS LTD.) MODERNDYE (MODERN DYEING & SCREEN PRINTING LTD.) CMCKAMAL (CMC KAMAL TEXTILE MILLS LTD.) SONARGAON (SONARGAON TEXTILES LIMITED) TALLUSPIN (TALLU SPINNING MILLS LIMITED) MITHUNKNIT (MITHUN KNITTING AND DYEING(CEPZ) LTD.) SAFKOSPINN (SAFKO SPINNING MILLS LTD.) BEXTEX (BEXTEX LTD.) STYLECRAFT (STYLECRAFT LIMITED) MAKSONSPIN (MAKSONS SPINNING MILLS LIMITED) AL-HAJTEX (AL-HAJ TEXTILE) RNSPIN (R.N. SPINNING MILLS LIMITED)

Travel & Leisure BDHOTELS (BANGLADESH HOTELS) BDSERVICE (BANGLADESH SERVICES) UNITEDAIR (UNITED AIRWAYS (BD) LTD.)

Untitled WONDERTOYS (WONDERLAND TOYS LIMITED.)

49 TRIPTI (TRIPTI INDUSTRIES LIMITED) BXFISHERY (BEXIMCO FISHERIES LIMITED) SONALIPAPR (SONALIPAPR ) MONAFOOD (MONA FOOD INDUSTRY LIMITED) GACHIHATA (GACHIHATA AQUACULTURE FARMS LIMITED) BIONICFOOD (BIONIC SEAFOOD EXPORTS LTD.) ASHRAFTEX (ASHRAF TEXTILE MILLS LTD.) EAGLESTAR (EAGLE STAR TEXTILE MILLS LTD.) DYNAMICTEX (DYNAMIC TEXTILE INDUSTRIES LIMITED) PHARMACO (PHARMACO INTERNATIONAL LTD.) RAHMANCHEM (RAHMAN CHEMICALS LIMITED) MAQPAPER (MAQ PAPER INDUSTRIES LIMITED) SHINEPUKUR (SHINEPUKUR HOLDINGS LIMITED) MODERNCEM (MODERN CEMENT LIMITED.) BDONLINE (BANGLADESH ONLINE LTD.) LEXCO (LEXCO LIMITED) EXCELSHOE (EXCELSIOR SHOES LIMITED) BDLUGGAGE (BANGLADESH LUGGAGE INDUSTRIES LIMITED) ROSEHEAVEN (ROSE HEAVEN BALL PEN LIMITED) BENGALBISC (BENGAL BISCUITS LIMITED) GBJVFOOD (GERMAN BANGLA J.V. FOOD LTD.) CHICTEX (CHICTEX LTD.) RASPIT (RASPIT INC (BD) LIMITED) QSMTEX (QUASEM TEXTILE MILLS LIMITED) MITATEX (MITA TEXTILES LIMITED) MHOSSAIN (M. HOSSAIN GARMENTS WASHING & DYEING LIMITED) PETROSYNTH (PETRO SYNTHETIC PRODUCTS LTD.) TAMIJTEX (TAMIJUDDIN TEXTILE MILLS LTD.) WATACHEM (WATA CHEMICALS LIMITED) PERFUMCHM (PERFUME CHEMICAL INDUSTRIES LTD.) ALAMINCHEM (ALAMIN CHEMICAL INDUSTRIES LTD.) PADMAPRINT (PADMA PRINTERS & COLOUR LTD.) DANDYDYE (DANDY DYEING LIMITED) MONOSPOOL (BANGLADESH MONOSPOOL PAPER MANUFACTURING COMPANY LTD.) BDDYE (BANGLADESH DYEING & FINISHING INDUSTRIES LIMITED) BENGALFINE (BENGAL FINE CERAMICS LIMITED) SAJIBKNIT (SAJIB KNITWEAR & GARMENTS LIMITED) MAQENTER (MAQ ENTERPRISES LTD.) TULIPDAIRY (TULIP DAIRY AND FOOD PRODUCTS LIMITED) RANGAFOOD (RANGAMATI FOOD PRODUCTS LTD.) PAPERPROC (PAPER PROCESSING & PACKAGING LIMITED)

50 BEMCO (BANGLADESH ELECTRICITY METER COMPANY LIMITED) SREEPURTEX (SREEPUR TEXTILE MILLS LTD.) BDZIPPER (BANGLADESH ZIPPER INDUSTRIES LIMITED) GMGIND (GMG INDUSTRIAL CORPORATION LIMITED) AMAMSEAFD (AMAM SEA FOOD INDUSTRIES LIMITED.) SALEHCARPT (SALEH CARPET MILLS LIMITED) BCIL (BANGLADESH CHEMICAL INDUSTRIES LTD) RASPITDATA (RASPIT DATA MANAGEMENT) DSEGEN (DSE GENERAL INDEX)

Table: E Listed Companies in LIFE INSURANCE Delta Life Insurance Company Ltd. CSE National Life Insurance Company Ltd. Sandhani Life Insurance Company Ltd Popular Life Insurance Company Ltd. Fareast Islami Life Insurance Company Ltd. Meghna Life Insurance Company Ltd. Progressive Life Insurance Company Ltd. Pragati Life Insurance Ltd. Prime Islami Life Insurance Ltd. Rupali Life Insurance Company Ltd.

GENERAL INSURANCE Rupali Insurance Company Limited Peoples Insurance Company Limited Green Delta Insurance Company Ltd Reliance Insurance Ltd. Janata Insurance Company Ltd. Central Insurance Company Ltd. Federal Insurance Company Ltd. Bangladesh General Ins. Company Ltd. Pragati Insurance Ltd Phoenix Insurance Company Ltd Eastern Insurance Company Ltd Eastland Insurance Company Ltd Prime Insurance Company Ltd. Pioneer Insurance Company Ltd. Nitol Insurance Company Ltd. Asia Pacific General Insurance Company Ltd. Sonar Bangla Insurance Ltd. Paramount Inurance Co. Ltd. City General Insurance Co. Ltd. Continental Insurance Ltd.

51 Takaful Islami Insurance Ltd. Standard Insurance Ltd. Norhern General Insurance Co. Ltd. Republic Insurance Co. Ltd. Mercantile Insurance Company Ltd. Asia Insurance Ltd. Islami Insurance Bangladesh Ltd. Provati Insurance Company Ltd. Dhaka Insurance Ltd.

TEXTILES & CLOTHING Prime Textile Spinning Mills Ltd Apex Spinning & Knitting Mills Ltd. Dulamia Cotton Spinning Mills Ltd Beximco Synthetics Ltd Bextex Ltd Sonargaon Textiles Ltd Delta Spinners Ltd H.R. Textile Mills Ltd Saiham Textile Mills Ltd Safko Spinning Mills Ltd. Tallu Spinning Mills Ltd. Mithun Knitting and Dyeing (CEPZ) Ltd. Square Textiles Ltd. Metro Spinning Ltd. Maksons Spinning Mills Ltd. R.N.Spinning Mills Ltd. Malek Spinning MIlls Ltd.

PHARMACUTICLES & CHEMICALS Square Pharmaceuticals Ltd ACI Ltd Beximco Pharmaceuticals Ltd Reckitt Benckiser ( Bangladesh) Ltd. Ambee Pharmaceuticals Ltd Kohinoor Chemical Co. (Bd) Ltd Libra Infusions Ltd The Ibn Sina Pharmaceutical Industry Ltd. Keya Cosmetics Ltd. Keya Detergent Ltd. Berger Paints Bangladesh Ltd. ACI Formulations Ltd. Marico Bangladesh Ltd. Beacon Pharmaceuticals Ltd. Active Fine Chemicals Ltd Salvo Chemical Industry Ltd.

52 FOODS & ALLIED PRODUCTS Apex Foods Limited Agricultural Marketing Co.Ltd. CVO Petrochemical Refinery Ltd. National Tea Co. Ltd Rahima Food Corporation Ltd Fu-Wang Foods Ltd. Bangas Ltd. Beach Hatchery Ltd. Fine Foods Limited

CEMENT Confidence Cement Ltd Heidelberg Cement Bangladesh Ltd Meghna Cement Mills Ltd Aramit Cement Limited Lafarge Surma Cement Ltd. M.I.Cement Factory Ltd.

ENGINEERING & ELECTRICAL PRODUCTS

Aziz Pipes Ltd Quasem Drycells Limited Anwar Galvanizing Ltd Aftab Automobiles Limited Olympic Industries Limited Bangladesh Thai Aluminium Ltd Bangladesh Autocars Ltd Bangladesh Lamps Ltd Kay & Que (Bangladesh) Ltd Eastern Cables Limited Rangpur Foundry Ltd. Bangladesh Welding Electrodes Ltd. Singer Bangladesh Ltd. S. Alam Cold Rolled Steels Ltd. Golden Son Limited BSRM Steels Ltd. Navana CNG LTD.

LEATHER & FOOTWEAR

53 Apex Tannery Ltd Apex Adelchi Footwear Limited Legacy Footwear Ltd. Bata Shoe Co. ( Bangladesh) Ltd.

SERVICES & PROPERTY DEVELOPMENT Eastern Housing Ltd Samorita Hospital Ltd Summit Alliance Port Ltd. Ocean Containers Ltd. United Airways (BD) Ltd.

PAPERS & PRINTING Sinobangla Industries Ltd Miracle Industries Ltd. Hakkani Pulp & Paper Mills Ltd.

FUEL & POWER Padma Oil Company Ltd BOC Bangladesh Ltd Summit Power Ltd. Dhaka Electric Supply Company Ltd. (DESCO) Power Grid Company of Bangladesh Ltd. Jamuna Oil Comapny Ltd. Meghna Petroleum Ltd. Titas Gas Transmission & Distribution Co. Ltd. Khulna Power Company Ltd.

MUTUAL FUNDS 1st Icb Mf 2nd Icb Mf 3rd Icb Mf 4th Icb Mf 5th Icb Mf 6th Icb Mf 7th Icb Mf 8th Icb Mf 1st BSRS Mutual Fund (Asset Manager of Bangladesh Development Bank Ltd.) Aims First Guaranteed Mutual Fund ( Asset Manager of AIMS of Bangladesh Ltd.) ICB AMCL First Mutual Fund (Asset Manager of ICB Asset Management Company Ltd.) ICB AMCL ISLAMIC MUTAL FUND (Asset Manager of ICB Asset Management Company Ltd.) Grameen Mutual Fund One (Asset Manager of AIMS of Bangladesh Ltd.)

54 ICB AMCL First NRB Mutual Fund (Asset Magaer of ICB Asset Management Compnay Ltd.) ICB AMCL Second NRB Mutual Fund (Asset Manger of ICB Asset Management Company Ltd.) Grameen One "Scheme Two" (Asset Manager of AIMS of Bangladesh Ltd.) Prime Finance First Mutual Fund (Asset Manager of ICB Asset Management Co.Ltd.) EBL First Mutual Fund ( Asset Manager of Race Management PCL) ICB AMCL 2ND Mutual Fund (Asset Manager of ICB Asset Management Company Ltd.) ICB Employees Provident Mutual Fund One : Scheme One Trust Bank 1st Mutual Fund (Asset Manager of Race Management PCL) Prime Bank 1ST ICB AMCL Mutual Fund( Asset Manager of ICB Asset Management Company Ltd.) DBH First Mutual Fund (Asset Manager of LR Global Bangladesh Asset Management Company Ltd.) IFIC Bank First Mutual Fund (Asset Manager of RACE Management PCL) Phoenix Finance 1st Mutual Fund ( Asset Manager of ICB Asset Management Company Ltd.) ICB AMCL Third NRB Mutual Fund (Asset Manager of ICB Asset Mangemnet Company Ltd.) First Janata Bank Mutual Fund (Asset Manager of Race Management PCL) Green Delta Mutual Fund (Assedt Manager of LR Global Bangladesh Asset Management Co.Ltd.) Popular life First Mutual Fund (Asset Manager of RACE Managemenet PCL) IFIL Islamic Mutual Fund-1(Asset Manager of ICB Asset Management Co. Ltd.) PHP First Mutual Fund (Asset Manager of RACE Management PCL) AIBL 1st Islamic Mutual Fund (Asset Manger of LR Global Bangladesh Asset Management Co. Ltd.) MBL 1st Mutual Fund ( Asset Manager of LR Global Bangladesh Asset Management Co. Ltd.)

BANKING AB Bank Ltd National Bank Ltd United Commercial Bank Ltd Rupali Bank Ltd The City Bank Ltd Pubali Bank Ltd Islami Bank Bangladesh Ltd IFIC Bank Ltd Al-Arafah Islami Bank Limited Prime Bank Ltd. Dhaka Bank Ltd. Southeast Bank Ltd. National Credit & Commerce Bank Ltd. Dutch- Bangla Bank Ltd. Mutual Trust Bank Ltd. Standard Bank Limited

55 One Bank Ltd. Bank Asia Ltd. Mercantile Bank Limited Uttara Bank Ltd. Eastern Bank Ltd. Exim Bank Ltd. Social Islami Bank Ltd. Jamuna Bank Ltd. BRAC Bank Ltd. Shahjalal Islami Bank Ltd. The Premier Bank Ltd. Trust Bank Ltd. First Security Islami Bank Ltd

CERAMICS Monno Ceramic Industries Ltd Standard Ceramic Industries Ltd Fu-Wang Ceramic Industry Ltd Shinepukur Ceramics Ltd. RAK Ceramics (Bangladesh) Ltd. ICT Information Services Network Ltd BDCOM Online Ltd Intech Online Ltd. Agni Systems Ltd. Daffodil Computers Ltd

LEASING & FINANCE Investment Corporation of Bangladesh IDLC Finance Ltd Uttara Finance and Investments Ltd First Lease Finance & Investment Ltd. Midas Financing Ltd. People's Leasing and Financial Services Ltd. Prime Finance & Investment Ltd. Premier Leasing & Finance Ltd. Islamic Finance and Investment Ltd. Lanka Bangla Finance Ltd. Bangladesh Industrial Finance Co.Ltd. IPDC of Bangladesh Ltd. Union Capital Ltd. Bangladesh Finance and Investment Compnay Ltd. International Leasing and Financial Services Ltd. Phoenix Finance & Investments Ltd. FAS Finance & Investment Ltd.

56 Delta Brac Housing Finance Corporation Ltd. National Housing Finance and Investments Ltd. Bay Leasing & Investment Ltd.

TELECOMMUNICATION GPGrameenphone Ltd.

MISCELLANEOUS Usmania Glass Sheet Factory Ltd Aramit Ltd BEXIMCO Ltd. Bangladesh Shipping Corporation National Polymer Industries Ltd GQ Ball Pen Industries Ltd Imam Button Industries Ltd British American Tobacco Bangladesh Co. Ltd. Deshbandhu Polymer Ltd.

CORPORATE BOND IBBL MUDARABA PERPETUAL BOND ACI 20% Convertible Zero Coupon Bonds Subordinated 25% Convertable Bonds of BRAC Bank Ltd.

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