CHAPTER ONE: INTRODUCTION OF THE STUDY

Background of the Study

The perfect coordination between theory and practice is of paramount importance in the context of the modern business world in order to resolve the dichotomy between the theoretical and practical areas. Any academic course of the study has a great value when it has particular application in the real life. Only theoretical knowledge bears little importance unless it is applicable to the practical life. When theoretical knowledge is obtained from a course study it is only the halfway of the subject matter. So we need proper application of our knowledge to get some benefits from our theoretical knowledge and to make it more fruitful. Such application is made possible through internship. For the completion of this internship program, the author of the study was placed in an institution namely, “Dhaka Stock Exchange Ltd (DSE)”. Internship Program brings a student closer to the real life situation and thereby helps to launch a career with some prior experience.

This report title “Activities of Monitoring, Investigation & Compliance of Dhaka Stock Exchange Ltd.” prepared to fulfill the requirement of the internship program of the MBA degree in the Department of Management Studies, Faculty of Business Studies, University of Dhaka. It is a mandatory requirement of the program that require a student to work if a particular organization for three months. This report, which contains the outcome of a project assigned by the Dhaka Stock Exchange Ltd., is presented to the concerned teacher as well as to the organization.

Since Bangladesh is a developing country and the present economic condition of Bangladesh is of open market in natures, in this situation, Dhaka Stock Exchange Ltd. plays a vital role toward the inauguration of new companies as well capitalization of existing companies.

Objectives of the Study

This report examines the overall activities regarding the monitoring, investigation & compliance of Dhaka Stock Exchange Ltd.

The objectives are summarized as follows:

I. Broad Objective: The broad objective of this study is to portray an overview of Dhaka Stock Exchange Limited and stock market system in Bangladesh.

II. Specific Objectives: Specific objective of this study is to examine, monitor and investigate whether the rules and regulations are accurately followed or not.

The others objectives are-

• To appraise the development of the Dhaka Stock Exchange Ltd.
• To identify the problems (if any) of Dhaka Stock Exchange Ltd.
• To provide necessary suggestions to overcome these problems of Dhaka Stock Exchange Ltd.
• To acquire practical experience about working environment to know discipline and behavior of an organization that will help me to build up my career.

Scope of the Study

I have been assigned in the Dhaka Stock Exchange Ltd. and thus given me the way to myself familiarized with the stock market environment for the first time indeed. I have had an opportunity to gather experience by working in the different desks of the Dhaka Stock Exchange Ltd. The area of concentration of this report is confined in investigating different aspect of the stock exchange market dealings, problems and prospects.

Methodology of the Study

Correct and smooth completion of research work requires adherence to some rules and methodologies.

In order to conduct the report, the decision had been taken to collect various types of primary data and secondary data. Different form of statistical configurations such as table percentages rates and ratios has been used to make the study meaningful and realistic.

After collecting data from various sources and material provided by them, data was first carefully scrutinized. Then the data was organized as  different forms of statistical configurations such as table percentages rates and ratios has been used to make the study meaningful and realistic.

In order to make the study effective and efficient, following two sources of data and information have been used widely.

(a) Primary information/data

The primary data have been collected by oral interviewing the responsible officers and staffs of the DSE, practical deskwork, direct observation of the functions of various departments of DSE and relevant document’s studies as provided by the officers concerned.

(b) Secondary Information/data

The secondary information comes from annual report of the DSE, relevant papers/books and periodicals publication and manual of different departments.

Limitations of the Study

v  This internship report is my second assignment outside our course curriculum in the practical life. In performing this report my lack of proper knowledge greatly influenced in this performance. Beside this, some limitations in preparing this report have been faced. The main limitations are as follows:

v  Confidentiality is the main problem; as a result some confidential facts were not sufficiently disclosed by the respective personnel.

v  Lack of available up-to-date information

v  Only few days’ internship’s experience is not enough to find out all the pros and cons of such a vast project.

v  The employees of DSE had no eagerness to supply more information because of extra hardness

v  As Dhaka Stock Exchange Ltd. is a large financial institution; it is very difficult to understand each and every aspect of its operation within a very short period of time.

v  Lack of previous practical experience in this concern, as I am a newcomer

v  Sufficient records, publications, facts and figures are not available. These constraints narrowed the scope of the real analysis.

CHAPTER TWO:OVERVIEW OF DHAKA STOCK EXCHANGE LTD

Historical Background

The necessity of establishing a stock exchange in the then east Pakistan was first decided by the government when, early in 1952. It was learnt that the Calcutta Stock Exchange had prohibited the transactions in Pakistani shares and securities. The provincial industrial advisory council soon thereafter set up an organizing committee for the formation of a stock exchange in East Pakistan. A decisive step was taken the second meeting of the organizing committee held on the 13th March, 1953. In the cabinet room, Eden Building, under the chairmanship of Mr. A. Khaleeli, secretary government of East Bengal, Commerce, Labor and Industries Department at which various aspects of the issue were discussed in detail. The then central Governments proposal regarding the Karachi Stock Exchange opening a branch at Dhaka, did not find favor with the meeting who felt that East Pakistan should have an independent Stock Exchange. It was suggested that Dhaka Narayanganj Chamber of Commerce & Industry should approach its members for purchase of membership cards at Rs.2000 each for the proposed stock exchange. The location of the exchange it was thought should be either Dhaka Narayanganj or Chittagong. An organizing committee was appointed consisting of leading commercial and industrial personalities of the province with Mr. Mehdi Ispahani as the convener in order to organize the exchange.

The Chamber informed its members and members of its affiliated associations of the proceedings of the above meeting, requesting them to intimate whether they were interested in joining the proposed stock exchange. This was followed by a meeting, at the chamber of about 100 persons interested in the formation of the exchange on 07.07.1953. The meeting invited 8 gentlemen to become promoters of the exchange with Mr. M Mehdi Ispahani as the convener and authorized them to draw up the Memorandum and Article of Association of the exchange and proceed to obtain register under the Companies act 1913. The other 7 promoters of the exchange were Mr. J M Addision-scott, Mr. Mhodammed Hanif, Mr. A C Jain, Mr. A k Khan, Mr M Shabbir Ahmed and Mr. Sakhawat Hossin.

It was also decided that membership fee was to be Rs.2000 and subscription rate at 15 per month. The exchange was to consist of not more than 150 members. A meeting of the promoters was held at the chamber on 03.09.1953 when it was decided to appoint Orr Dignam & Co., solicitors to draw up the Memorandum and Articles of Association of the stock exchange based on the rules of stock exchange existing in other countries and taking into account local conditions.

The 8 promoters incorporated the formation as the East Pakistan Stock Exchange Association Ltd. on 28.04.1954 as public Ltd. ompany on 23.06.1962 the name was revised to East Pakistan stock exchange Ltd. Again on 14.05.1964 the name of East Pakistan Stock Exchange Limited was changed to “Dhaka Stock Exchange Ltd.”

At the time of incorporation the authorized capital of the exchange was Rs. 300000 divided into 150 shares of Rs. 2000 each and by an extra ordinary general meeting adopted at the extra ordinary general meeting held on 22.02.1964 the authorized capital of the exchange was increased to tk. 500000 divided into 250 shares of Tk. 2000 each. The paid up capital of the exchange now stood at Tk.460000 dividend into 230 shares of tk. 2000 each. However 35 shares out of 230 shares were issued at Tk. 80,00,000 only per share of tk. 2000 with a premium of tk. 79,98,000 .

Although incorporated in 1954, the formal trading was started in 1956 at Narayanganj after obtaining the certificates of commencement of business. But in 1958 it was shifted to Dhaka and started functioning at the Narayangonj Chamber Building in Motijheel C/A.

On 1.10.1957 the stock exchange purchase a land measuring 8.75 Kattah at 9f Motijheel C/A from the government and shifted the stock exchange to its own location in 1959.

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.

Dhaka Stock Exchange Ltd.

The DSE was first incorporated as the East Pakistan Stock Exchange Association Limited on April 28, 1954. However, formal trading began in 1956 with 196 securities listed on the DSE with a total paid up capital of about Taka 4 billion (Chowdhury, 1994). On June 23, 1962 it was renamed as Dhaka Stock Exchange (DSE) Limited. After 1971, the trading activities of the Stock Exchange remained suppressed until 1976 due to the liberation war and the economic policy pursued by the then government. The trading activities resumed in 1976 with only 9 companies listed having a paid up capital of Taka 137.52 million on the stock exchange (Chowdhury, 1994). As of 30th June, 1999 there were 230 Securities listed on the DSE with a market capitalization of Taka 50,748 million. In the FY 1998-99, the total issued capital and debentures of all listed Securities with the Dhaka Stock Exchange was Taka 28,684 million compared to Taka 30,211 million in the FY 1997-98.

The Dhaka Stock Exchange (DSE) is registered as a Public Limited Company and its activities are regulated by its Articles of Association and its own rules, regulations, and by-laws along with the Securities and Exchange Ordinance, 1969; the Companies Act, 1994; and the Securities and Exchange Commission Act, 1993 (DSE, 1999). As per the DSE Article 105B, its management is separated from the Council. The executive power of the DSE is vested with the Chief Executive Officer (CEO). The CEO is appointed by the Board with the approval of the SEC. At present, the DSE has a staff consisting of 115 people. The Dhaka Stock Exchange is a self regulated non-profit organization. It has provisions for 500 members though at present the number of members is 195. Membership is open to the foreigners as well.

Role of DSE

DSE being the largest capital market of the country, plays a significant role. Like any other capital market, it provides opportunity to the investors for immediate liquidity of their investment.  It allows investors with following:

1.         Trading. Investor trades their securities in DSE. Trading is done through automated on-line system every day except Friday and other government holidays. Continuous session for trading is from 1030 hrs to 0200 hrs and post closing session is from 0200 hrs to 0230 hrs. All such trading takes place in four types of markets, as narrated below:

(1)        Public Market.  Only trading of market lot share of ‘A’ group is done here through automatic matching.

(2)        Spot Market.  Spot transactions are done here through automatic matching. ‘B’ & ‘Z’ group shares are traded here.

(3)        Block Market. A place where bulk quantities of shares are traded through pick and fill basis.

(4)        Odd lot Market. Odd lot scrip are traded here based on pick and fill basis.

2.        OTC Market.The Securities & Exchange Commission OTC (Over the Counter) Rules, 2001 have been effective from 12th December 2001 for providing the facilities of buying and selling of unlisted or desisted securities in the Exchange. To provide these facilities DSE has opened a separate counter. On payment of prescribed fee an unlisted or desisted company who has paid up capital for at least Taka One crores, has no accumulated losses and is holding annual general meeting regularly can take the OTC Market facilities. The stock dealer / stock broker of the exchange can only take part in the buying and selling activities of the shares in OTC market.

z2.4 Organization of DSE

DSE has two tier of organizational setup – the Board of Directors called the Council who all are responsible for policy making and the other level is the management committee who all are responsible for conducting day to day operations and internal management of the DSE and also to implement the policies as formulated by the Council.

Council:

The Council is responsible for policy making only. It consists of 24 members by Article 74 (1) as mentioned below.

ü  12 councilors are to be elected from members.

ü  12 selected councilors.

• One councilor to be nominated by the Ministry of Finance (Finance Division) not below the rank and status of Joint Secretary.
• One councilor to be nominated by the Bangladesh Bank from amongst its officers of or above the rank of General Manager.
• President of institute of Chartered Accountants of Bangladesh, ex-officio.
• President of Federation of Bangladesh Chamber of Commerce and Industry, ex-officio.
• President of Metropolitan Chamber of Commerce and Industry, ex-officio.
• President of Dhaka Chamber of Commerce and Industry, ex-officio.
• One councilor to be nominated by the Ministry of Industry not below the rank and status of joint Secretary.
• One councilor to be nominated by the Ministry of Commerce not below the rank and status of joint Secretary.
• President of Supreme Court Bar Association, ex-officio.
• Head of the Department Finance/ Economics, Dhaka University, ex-officio.

Main Board as on – August 2008

Management

As per Article 105B, the management is totally separated from the Council. A professional Management Team is running day-to-Day Operations and the Chief Executive Officer (CEO) is the head of Management Team of the Exchange. Other members are the Secretary, Financial Controller and IT-Director. Organogram of Management team is given below:

Functions of DSE

Major functions DSE are as following:

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

DSE executes above mention functions in the following manner:

Sectoral Performance – August 2008

Listing of Companies

It is done as per Listing Regulations. The listing regulation is given in the annex.

a. Direct Listing of Public Limited Company.

Dhaka Stock Exchange Ltd (Direct listing of shares of public limited company) Regulation, 2001 has come into effect from 9th October 2001. For the first time in the history of Bangladesh Capital Market, public limited companies will get a change to get listed directly with the DSE. Companies having a paid-up capital of at least Taka three crores and operational performance for at least three years with two years profit record, without having any accumulated loss in its financial statement and having no record of annual general meeting default will qualify to get listed with the DSE.

b. Direct Listing Facility.

The Dhaka Stock Exchange, the premier and the largest bourse of the country, providing state-of-the art automated trading and other technical support, is pleased to announce that under a joint initiative of the Securities and Exchange Commission and the Dhaka Stock Exchange, the public limited companies can now get directly listed with the DSE. Any Public Limited Company fulfilling the following criteria can apply to the Exchange for getting listed:

• Minimum paid-up capital of 30 million Taka.
• No accumulated loss.
• In operation for at least three years with at least two years profit record.
• Regular in holding annual general meetings (AGM).

Clearance & Settlement

I.T + 5 Days

All transactions in Public Market (‘A’ group share) are in one day. After netting, are settled & cleared through DSE Clearing House due on the 3rd & 5th working day respectively, calculated from date of trading as per following chart.

II. Settlement of trading in Spot Market.   

‘B’ group shares are settled on T+3 & T + 5 bases through DSE clearing house but no netting is allowed. ‘Z’ group shares are settled directly between the members on T+1. No netting is allowed.

III. Transaction by foreign buyer and/or seller.

Involving a custodian bank to be settled directly between the members through the custodian bank with in fifth day subsequent to the trading day, i.e. T+5 in respect of the transactions carried out on each trading day with intimation to the clearing house. The members concerned shall submit details of the settlements along with the documentary evidence thereof, as prescribed by DSE in this behalf, which shall include a confirmation certificate issued by the custodian bank concerned to DSE in respect of settlement of transaction, to the clearing house within 10.00 AM of the sixth trading day subsequent to the concerned trading day (i.e. T+6)

Settlement and Clearing Chart

IV. Clearing & Settlement   Process

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

Participants 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.

Regulation 4 of the Settlement of Stock Exchange Transactions Regulation 1998 has been given effect time to time. A new directive was made bySEC 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 378 Instruments in

V. Five (5)groups in the four (4) markets

A Group:

Number of Instruments are 164 (142 + 8D + 14M), 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 18 (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 1 (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 14 (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.

Z Group:

Number of Instruments are 97(Trading in Public, Block & Odd-lot Market with trade for trade settlement facility through DSE Clearing House on T+3, T+7 basis). “Z” and “DZ” are marked in BASES columns for Non-Demat & Demat instrument respectively in our TESA Trading software.

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

Sectoral Performance – August 2008

VI. Settlement for different categories instruments

01) For A group Instruments:

Market name                       Trade for Trade System          Settlement & Settlement Period

02) For B group Instruments:

Market name                        Trade for Trade System           Settlement & Settlement Period

03) For G group Instruments:

Market name                        Trade for Trade System           Settlement & Settlement Period

04) For N group Instruments:

Market name                        Trade for Trade System           Settlement & Settlement Period

* As netting system for shares has withdrawn, for A, B, G & N group instrument, member will have to deposit the full shares at the DSE on T+1 after selling the shares, In case of purchasing such shares, the buyer will have to deposit the Balanced (Netted) money traded in Public, Block & Odd-lot market at the DSE on T+1.

05) For Z group Instruments:

Market name                        Trade for Trade System           Settlement & Settlement Period

** Under the Trade for trade settlement system, member will have to deposit the full money at the DSE on T+3 after purchasing the shares, In case of selling such shares, the seller will have to deposit the full shares at the DSE on T+3.

 Monthly Performance for one year (DSE Performance – August 2008)

Monitoring Activities of DES

The monitoring cell acts as per listing Regulations of DSE for monitoring the activities of the companies such as:

• To ensure holding of the AGM in time.
• Sending of Annual Report, six months un-audited reports as per provisions of Listing Regulations.
• Issuance of Dividend Warrant, Bonus Share Certificate within the time limits.
• Utilization of Fund raised through Right offer.

Index Calculation Algorithm (according to IFC Index Methodology):

Yesterday’s Closing Index X Current M.Cap
Current Index = —————————————————–
Opening M.Cap

Yesterday’s Closing Index X Closing M.Cap
Closing Index = —————————————————–
Opening M.Cap

Current M.Cap = ∑ ( LTP X Total no. of indexed shares )

Closing M.Cap = ∑ ( CP X Total no. of indexed shares )

Risk Management and Surveillance System (RMS).

Necessary steps for implementation of RMS module have already been taken. The prime objective is to monitor and control the trade of the market. Through this system member’s position can be continuously observed from different parameters. This system will also alert the supervisor, when certain events or deviation occurs in the market. Government adopted flowing two measures to manage risk and retuen volatility associated with speculation in the stock market:

1. Lock-in

In order to curb speculation in the equity market, the Government introduced a system of lock-in for primary securities on February 11, 1995. Under this lock-in provision, no investors, whether local or foreign, are allowed to trade in IPO’s for a year. However, this lock-in system was abolished on July 11, 1996 to encourage foreign investment in the equity market. Under this new rule, foreign investors do not face any lock-in period either for primary or secondary shares. However, the Bangladeshi sponsors face a 3-year lock-in period in sponsor’s equity, but foreign investors do not face such a lock-in period. For secondary shares, an investor has to register to the Securities and Exchange Commission if he acquires at least 10% of any publicly listed company equity.

2. Circuit Breaker

The unusual and abnormal price fluctuation raised the Price Index to unprecedented heights. In 1996 the Securities and Exchange Commission, in order to protect the interest of the investors, introduced Circuit Breaker System. The guidelines of Circuit Breaker System are given below:

(1) Standard upward and downward price limits over the previous days’ market price were imposed against various share prices on varying rate.

(2)New issue were allowed free trade for first 5 (five) consecutive market days and thereafter such share will be traded like other shares within fixed limit  of price fluctuation.

(3) In case of receipt of any price sensitive information like right issues, bonus issue and dividend from the listed company, free trade may be allowed for subsequent 3 (three) consecutive market days, and after that similar limits will be applicable.

(4) In case securities not traded for previous consecutive 30 market days, free trade may be allowed for subsequent 3 (three) consecutive market days and after that same limit will be applicable.

The circuit breaker system was introduced within three months during the stock market bubble in 1996.

Trading Session

Trading at DSE is performed throug a non-stop platform in following session:

1. Continuous or regular thsading session          : 10:00 am to 2.00 pm
2. Trading days                                                   : Sunday to Thursday

Sectoral P/E – August 2008

Automated Clearing and Settlement System

DSE uses a powerful Linux based cluster server which is running for automated clearing and settlement system. The system is facilitated by the use of robust and high available DELL storage subsystem. The web based front-end application has been developed with java. Net and Oracle are as the backend database.

Share Categorization

There are five categories of shares in DSE named A, B, G, N & Z. The prime bourse of the country introduced “Group A” and “Group B” from July 02, 2000 based on its financial strength and performance to give clear information to investors for taking informed decision. DSE has further categorized the securities by introducing “Group Z” which came into effect from September 26, 2000. The Stock exchange introduced another company category “Group G” on June 30, 2002. The categorization helps a lot the investors in choosing companies before making investment decision. N category the newest one was launched through an order of SEC on July 03, 2006.

Guiding Regulations for DSE

Formation Regulation

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

Business Regulation

a. Source of Income. Main income of the Exchange encompasses the following areas:

(1)        Laga Charge. Laga charge is collected @ 0.05% on turnover which is recoverable from both buyer & seller.

(2)        Howla Charge.          This is collected @ Tk. 3/- for each Howla from both buyer & seller

(3)        Listing Fees.   Listing and annual fees are governed by the listing regulations of DSE Limited. A company applying for listing on the Exchange, shall pay an initial listing fee equivalent to one fourth of one percent of paid up capital, debenture and share premium, if any subject to a minimum of Tk.10000.

(4)        Subscription.  Subscription is collected annually @ Tk. 4,700/- from each member other than Government of Bangladesh.

Significant Accounting Policies

a. Basis of Accounting.

The accounts of the Exchange have been prepared in accordance with Bangladesh Accounting Standards and the relevant requirements of the Companies Act 1994 by following the historical cost convention.

b. Fixed Assets.

All fixed assets (except freehold properties on which no depreciation is charged) are stated at cost less accumulated depreciation.

Depreciation is charged on diminishing balance method at the rates varying from 2.5% to 33.33% depending on the nature and useful lives of the assets.

Depreciation is charged for full year on additions to fixed assets during the year irrespective of the date of acquisition or use.

Maintenance and normal repair costs are charged to Income and Expenditure Account. Major renewals and improvements are however capitalized. Profit or Loss on disposal of fixed assets is credited/ charged to income / expenditure in the relevant year.

Share Market Debacle in 1996

The worst stock market crash in the history of Bangladesh stock markets occurred in December 1996. This was mainly the result of market manipulation by a section of stockbrokers in collaboration with some other market participants (Report of the Committee formed by SEC, 1997). In the words of Ahmed (2000), the 1996 stock market crash may be interpreted as a disastrous bubble caused by unchecked investors euphoria and an absence of attention to the relation between stock price and economic and/or company fundamentals. In addition, the collusion between promoter/directors of the listed companies and a handful of unscrupulous broker-members may be responsible to be at work for manipulating share prices.

The notable reasons behind the stock market crash affecting the demand and supply side, among others, are:

ü  Insider-trading and Off-loading of Shares by directors of the company

ü  Activists of Syndicate – a handful of broker-members and issuers

ü  Impact of withdrawals of lock-in period causing a remittance of resources

ü  Disclosure of unregulated rumors and sensitive-information

ü  Drum-up euphoria caused by price manipulation by certain quarters

ü  Influx of new and unsophisticated investors, and speculators

ü  Superior timing ability of issuers and unscrupulous siphoning of funds by the sponsors out of the business

ü  Code of ethics not being followed and dubious role played by professionals (CAs) in certifying financial statements along with the valuation of assets and property

Belated Actions by Regulatory Bodies

The regulatory bodies concerned did not react in time with effective measures against undesirable development in 1996. Again, SEC was then not fully equipped with expertise and organizational strength to cope with the situation. More importantly, the absence of legal framework for securities markets renders the watchdog helpless against a disastrous situation.  Steps taken to improve stock market performance are narrated year and organization wise below:

Lack of Investors’ Confidence

The stock market crash in 1996 has shook the confidence of the investors and afterwards the continued presence of hidden syndicate manipulating the market crowded out the real retail investors from the equity market. It had following impact on the investors:

• There is no denying the fact that the crux of the stock market problems now is the chronic lack of investors’ confidence in the system.
• Mostly netting and a small real trading out of total present trading are taking place in the market. This indicates a small number of real investors’ trading in the market.
• This market tends to be shallow without fully developed systems of regulation, institutional framework, international accounting and auditing standard and so forth.
• A very small proportion of market capitalization to the GDP, extremely small shares of the population with a negligible proportion of equities in the total financial assets suggests its vulnerable condition.
• Lack of liquidity and variety of trading instruments is and continued to be an important deterrent for diversification of portfolio.
• Role of institutional investors and financial intermediaries like merchant banks, commercial banks, and insurance companies except ICB has been remarkably insignificant in revitalizing the securities market.
• It is alleged that real entrepreneurs are captives of managed parties in AGM. Again, this is created by the unscrupulous behavior of a few sponsors/entrepreneurs of the company.
• Poor performance of the majority of the listed firms stands in the way of restoring investors’ confidence. Sometimes accounts are cooked to show poor performances. It is personally observed that on an average, firms are profitable mostly when they are on tax holiday, and become losers after it is over.

Reforms of DSE

In order to restore investors’ confidence on capital market after the debacle of 1996 and intensify activities of the capital market, following reformation as regards to monitoring, control, transparency and efficiency were made.

I.Measures Taken by SEC and DSE: In order to gear up the activities of stock exchanges of the country, the following notable measures were taken:

a. During FY 1999-2000.

(1)        One Mutual Fund in the private sector was introduced for the first time.

(2)        In order to protect small investors, one year’s lock-in was imposed on private placement excluding institutional investment and mutual funds.

(3)        Under the auspices of the Securities and Exchange Commission (SEC), the two bourses created Investors’ Protection Fund.

(4)        Since shares and securities are easily exchangeable, either 50 percent of the past six month average market value or 50 percent of their face value, whichever is lower, will be considered as acceptable for the purpose of valuation of shares to determine provisioning of banks.

(5)        One company titled Central Depository Bangladesh Limited (CDBL) has been formed at private initiative in order to be registered under depository laws.

(6)        In order to protect the interest of the investors, a few new provisos have been imposed on public issues, notable among which are: approval of the SEC for upward revaluation of securities; share certificates have to be issued within 90 days from date of accepting subscription; audit has to be completed within 120 days from the beginning of a fiscal year and annual general meetings have to be called within six months; payment of interest at the rate of 18 percent in the event of failure to distribute dividend on time and the shares of the directors and general shareholders have to decided in proportion to capital shares.

(7)        Financial statements of all enlisted companies have to be audited by such partnership chartered companies as have at least two chartered accountants on their staff with minimum seven years’ experience; none among the partners of the concerned companies or their relatives can be associated with the audit; in the event of failure to audit the accounts by the year end SEC shall appoint auditors for the concerned company at the expense of  the company in question, and finally a few sections of the Securities and Exchange Rules, 1987 have been amended.

(8)        It has been made mandatory for all enlisted companies to disclose their sensitive information in two national dailies besides the SEC, and also to publish in national dailies the news that half-yearly reports of the company have been circulated to the share holders.

(9)        Counter party identification at the trading terminals through changes in securities and exchange rules has been prohibited.

b.During FY 2000-2001

The various legal and institutional reforms introduced by the government in the FY 2001 restored the confidence of investors in the capital market as can be seen from the prevailing stable and user friendly environment in the capital market.

(1)        The substantial increase of average turnover all share price index, and market capitalization during FY 2000-2001 in comparison to FY 1999-2000 indicates growth, stability, and strength of the capital market, During the FY 2000-2001 till 30^th June 2001 capital amounting to Tk. 712.00 million was raised by 11 (eleven) issuer companies.

(2)        To keep trend of reforms in the capital market and ensure good corporate governance and accountability of the listed companies the adoption and application of the International Accounting Standards and International Standard of Auditing in the financial statements of the Listed companies have been made compulsory.

(3)        The Listed companies have been grouped into categories on the basis of:

Holding Annual General Meeting (AGM)

Declaration of dividend and continuous operation of business.

(4)        As a result, demand for securities of companies having good fundamentals has increased and it is expected that the index will move to a satisfactory level.

(5)        The rules and regulations have been relaxed to allow the commercial banks to operate as merchant banks and as a result institutional investment will be increased significantly. To decrease trend of investment and finance for industrialization through fund from commercial banks steps taken to frame regulation for issuance of bond in the capital market under the assistance of the World Bank.

II. Steps Taken by the Government:Government took following measures relating to capital market during FY 2000-2001:

a.         Budgetary Provisions: Government provided following budgetary incentive to attract investors into the capital market:

1)      Tax rebate at the rate of 10% for the listed companies for declaring dividend @ 25% or more

2)      Tax exemption limit on dividend income raised from Tk. 40,000.00 to Tk. 1,00,000.00

3)      Tax rebate for investment in the secondary market

4)      Investment allowance up to Tk. 2,25,000.00 is allowed in place of Tk. 2,000,00.00; if the investment is made in the initial public offering (IPO) of a publicly listed company.

5)      The provision of tax deduction at source on bonus shares abolished

6)      Trust deed registration fee concerning bonds, debenture and mutual funds have been decreased and fixed at Tk 2500.00 instead of 2.5% on par value

2. Reforms of SEC Act: Following changes were made to make SEC more effective in regulating capital market under Capital Market Development Loan of the Asian Development Bank.

1)      Reforming the Commission with full time members by abolishing part time memberships

2)      Delegation of Rules making  power without taking government approval to the Commission upon taking public opinion

3)      Power to take stern action against violators of securities laws

4)      Encouraging investment in the capital market through amendment of Trust Act and Insurance Act

5)      Ensuring equal participation of the investors representatives in the board of the exchanges

6)      Separation of Administration from policy making council in both the exchanges

7)      Approval of Mutual Fund in the private sector

8)      Formation of central depository Company

III. Other Measures.

a.         Pragmatic measure has been taken for application of International Accounting Standards as adopted by ICAB to improve the financial reporting of listed companies. To this end, the SEC has amended/introduced new rule(s) the Securities and Exchange Rules 1987 on following matters:

• Financial statements of listed companies to be audited within 120 days after the end of the accounting year and submit to SEC and Stock Exchanges within 14 days.
• Financial statements are audited by a partnership firm of at least two Chartered accountants having not less than 7 years of experience.
• New rule have also been made to ensure that financial reports transmit true and fair picture of the companies’ state of affairs and is prepared in compliance with internationally accepted accounting and auditing standards.
• The new provision also empowers the SEC to order special nudities audits at the cost of the companies involved in unfair practices. This will ensure greater accountability of the listed companies.

b.         The SEC has directed the listed companies under provision of the Securities and Exchange Ordinance, 1969 to ensure immediate publication of all price sensitive information in at least two widely circulated newspapers, one in English and the other in Bangla. The listed companies are also required to transmit to the SEC, and the stock exchanges all price sensitive decisions within 30 minutes of taking such decisions by the respective company’s board of directors.

c.         Proposal for shifting of functions of monitoring listed companies to the Securities and Exchange Commission from the Registrar of Joint Stock Companies and Firms.

d.         Formulation and amendment of IPO Rules, right Issue Rules, Depository act, Market Maker, Stock Exchange Members Margin Rules, and capital Issue Rules.

e.         The listed companies have been reclassified into 3 different categories (A,B,&Z) by the DSE as following:

A Category Company:          A group companies are those, which are regular in holding the current AGM and have declared dividend at the rate of ten percent or more in the last English calendar year.

B Category Company:          B group companies are those, which are regular in holding the annual general meetings but/have failed to declare dividend at least at the rate of ten percent in the last English calendar year.

G Category Company:          Companies are enlisted but yet to start it’s operation.

Z Category Company:        Z group companies are those which have failed to hold current annual general meetings or have failed to declare any dividend or which are not in operation continuously for more than six months or whose accumulated loss after adjustment of revenue reserve, if any, is negative and exceeded its paid up capital. Settlement of Z group companies are on T+1.

Trading under re-arranged group has come into effect on 17 April 2001.

f.       The Dhaka Stock Exchange has also introduced a new selective index of 20 companies having good fundamentals titled DSE- 20 from January 2001. Earlier the CSE has also introduced a new selective under of 30 companies having good fundamentals titled ‘CSE-30’ from January 2000.

g.     The SEC issued specific directives to end disturbances in holding AGM of Listed companies. The directives, among others, stipulate distribution of cash and/or dividend only.

h.     Registration and functioning of ICB Asset Management Company Ltd. ICB capital Management Ltd. and ICB Securities Trading Company Ltd. will ciliate institutional investment:

i. The Commercial banks are allowed to conduct merchant banking by opening separate wing without establishing a subsidiary company.

j.      Offloading of shares of companies in the Gas, Power and Communication sector under government ownership in the capital market will increase supply of shares having good fundamentals. To this end, alongwith other measures, the SEC has taken initiative to sale government holding with the multinational and other companies in the capital market.

Reforms in the capital market sector, specially initiative for listing of profitable companies with good fundamentals, chancing investors confidence by improving corporate governance. Tax rebate for investors will make the capital market vibrant and development oriented. It is the prudent objective to industrialize the country through investment of general public in the capital market instead of bank loan based industrialization.

Recent Development in the Capital Market

Introduction of Automated Trading System

The launching of the automated online real time screen-based trading system in both the stock exchanges started in 1998. The online trading system is a milestone in the country’s stock market history. The benefits of the automated trading system are not only enormous but also prove far-reaching in the expansion of stock markets activities in Bangladesh as mentioned below:

Firstly, an automated trading system can ensure transparency and stop manipulation to a large extent in share transactions. Prior to it, under the traditional outcry system, investors could not know the instant price movement of shares and used to depend on dealers/brokers for making investments and they often alleged that their orders were not executed on the basis of a fair price. It is a fact that the stock market was exclusively turned into a broker’s market in the old outcry environment. The automated trading system can enable the investors to observe market information on the computerised screen and help them take wise investment decisions.

Introduction of Central Depository System

Central Depository Bangladesh Limited (CDBL) was incorporated as a public limited company on 20th August 2000 to operate and maintain the Central Depository System (CDS). It will provide following support to the stock market/investors:

Electronic Book Entry, recording and maintaining securities accounts.

Registering transfer of securities; changing the ownership without any physical movement or endorsement of certificates.

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.

A central 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, Pakistan, 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.

Central Depository System, 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.

This system also helps lending organization to check collateral (if it is share) and provide loan against very easily and quickly. It also helps parent organization to issue initial, bonus and/or right shares to the owner very conveniently. It also saves expenditure of issuing company form printing physical share certificate.

CHAPTER THREE:AN OVERVIEW OF CAPITAL MARKET

General Overview

According to efficient market hypothesis (EMH), we know that all the investors have the complete information about the listed companies for their decision on investment. That means stock price reflects the company. In the strong form of efficient market, there is no scope of earning abnormal profit as there is free flow of information. But, in reality, it is not possible to ensure that there is no anomaly in capital market. A lot of studies have documented long-term historical anomalies in the stock market that contradicts the findings of the supporters of EMH. While the existence of these anomalies in the stock market is well accepted, the key concern, which is whether the investors can exploit them to earn greater return in the future, is subject to debate. Investors looking forward to evaluating anomalies and thereby trying to exploit profit should keep in mind that the existence of anomalies is a historical issue and there is no guarantee that they will persist in the future. The evaluation with the help of computer technology in the last few decades has provided immense opportunities to professionals and researchers to analyze tremendous amount of financial data. Additionally, the existence of World Wide Web (www), e-mail, bulletin etc. has made it possible to interact with a lot of information, opinions and arguments quickly.

Capital Market

Sources from which long-term capital is raised for the setting up and sustains growth of companies are called capital market. The Stock Exchange is a part of the capital market not only because it readily provides money for new or existing ventures but also because it helps investors to trade in their shares and maintains the liquidity of investment. Investment in further public and rights issuers, convertible and non-convertible debentures, there the resources they need.

Characteristics of Bangladesh Capital Market

Few Listed Companies.           

The number of listed companies in general is very small in Bangladesh in comparison with that in our neighboring countries. There are about 1000 companies registered with the registrar of Joint stock companies. Among them only 248 (up to December, 2004) have been enlisted with Dhaka Stock Exchange (DSE), of which 163 have also enlisted with Chittagong Stock Exchange (CSE). It has been evidenced that there is a good number of commercially viable companies which can go public to enjoy the benefit of tapping funds through share float.

It is a fact that many commercially viable companies are reluctant to go public who desire to keep control of their firms within their limited circle of relatives and friends. But such an attitude is justified neither for a healthy development of the stock market nor for retaining family control. Family control over commercial concerns can be retained by issuing a few rather than a majority of shares, by selling preference shares or by creating a certain class of voting rights. Besides, going public has several benefits: (1) it raises the prestige of the company; (ii) it is an opportunity to raise capital; (iii) it makes companies more transparent, active and accountable as they have to work as per company acts, and the rules and regulations of SEC. SEC may arrange for dialogues with the country’s commercially viable enterprises for generating awareness about the benefits and procedures of going public.

Privatisation of selected public enterprises through the share market can significantly increase the supply of securities. The quick privatisation of public corporation like T&T, Biman, Jiban Bima and Sadharan Bima, Petro Bangla, PDB, Bangladesh Railway and nationalised commercial banks and other state financial institutions (ICB, BSB, BSRS) through the share market will not only help boost the stock market but also bring the national economy back on track in harmony with the free market economy. Off-loading government shares in different MNCs such as Novartires, Uni Lever, Reckitt Benckiser, and so on can also be a unique source of good shares for the public.

As a part of the bid to increase the number of quality securities, another very good and promising option is well worth trying: it is the international oil and gas giants, which have already invested or are poised to invest in the Bangladesh gas sectors. They should be encouraged to offer IPOs for general investors. Foreign companies may be asked to form a local company and offer IPOs which would rev up the share market.

A Small Number of Investors

The Bangladesh stock markets are characterized by a small number of investors with a peculiarity that 80 percent of total demands for securities emanate from retail investors while the rest of the demands come from institutional investors. Such peculiarity is not conducive to the stability of a share market for the reason that the frequency of share transactions by retail investors is high, and most of them invest on a short-term basis due to small capital and a desire to earn quick capital gains. The dominance of institutional investors is crucial to the stability of the stock market as has been experienced in the advanced stock markets of the world. There are enormous potentialities of the Bangladesh stock market for an increase of the number of retail and institutional investors. At present the number of active small investors in Bangladesh will not be more than 30 thousand, excluding the investors, who have accounts with ICB.

As part of the effort to increase the number of institutional investors, the Securities and Exchange Commission (SEC) has already issued licenses to a number of companies for operating as merchant banks. A number of mutual funds may emerge in the private sector as a result of formulating certain necessary laws regarding the floatation of mutual funds in the private sector. Furthermore, restrictions can be relaxed to allow provident and insurance funds to be invested in the capital market. Besides, 43 banks including 13 foreign banks now operating in Bangladesh may create a merchant banking arm to participate in the securities market.

So it is obvious that widespread educational programmes relating to the securities market, along with active participation of provident and insurance funds, merchant banks, banks and non-banking financial institutions, may enhance the number of retail and institutional investors.

Low Foreign Portfolio Investment                 

Foreign portfolio investments (FPIs) have a profound impact on stock markets and ease a country’s resource constraint for development finance. Portfolio investments can contribute towards creating additional funds for industrial finance, providing stock market liquidity, modern management skills and technology, and improving the efficiency and quality of services rendered. To reap such benefits of FPIs, Bangladesh stock market was opened in April, 1992. But the cause that the Bangladesh stock markets have not been able to attract adequate amount of FPIs in Bangladesh has been attributed to the lack of quality securities, the absence of sound handling of the bourses, a dearth of efficient market players such as merchant banks, inadequate dissemination of sensitive information, and the like. Moreover, the share market crash of late 1996 had particularly distanced foreign portfolio investors. The supply of quality shares, prudent management of stock markets, active participation of institutional players may attract increasing amounts of FPIs. Flotation of IPOs by joint venture companies with foreign participation may draw sufficient foreign investments in stock markets.

Table 1: Foreign Portfolio Investment in Bangladesh during 1992-99 (June)

Source: Annual Report, Bangladesh Bank & Securities and Exchange Commission. P= Provisional.

Low Liquidity Level       

In the emerging markets is termed thinness of trading of securities across the board. It becomes worse during a bear market condition than a bull market condition. Many emerging markets suffer from very serious thinness of trading. If the market for a security is thin, any attempt at selling a relatively large quantity will cause a large decrease in price, i.e. an erosion of capital value, hence contributing to illiquidity. It is observed that trading on some stocks takes place once a month or even at some longer intervals. High turnover is often considered to be indicative of low transaction costs. A small but active market will have small capitalization but high turnover ratio. Liquidity represented by the turnover ratio, measured as the value of total shares traded divided by market capitalization, was 83 per cent for Bangladesh in 1999 compared to 84.4 per cent in India, 26.9 per cent in Pakistan, 89.2 per cent in Thailand, 39.8 per cent in Malaysia and 346.7 cent in South Korea. The average size of companies in Bangladesh was only US $ 4.1 million at the end of 1998 in terms of market capitalization. Bangladesh ranked 98th by average size of companies among 100 stock markets listed by S&P in 1999 (S&P web site). The price earnings multiple has come down to 8.06 in recent times from 10.1 indicating the bearish sentiments of investors that are willing to pay lower prices for the same one taka earnings generated by firms. In brief, the stock market in Bangladesh is characterized by a thin market having small market capitalization ratio and low level of liquidity.

Insufficient Tradable financial instruments

Illiquidityhas been rather intensified by the absence of varied tradable financial instruments. Most of our instruments are equity now. Municipal Bonds, mutual funds as well as derivative markets need to be developed to fill in the gap. As opposed to quite a handful of mutual funds in our market there are thousands in Hong Kong and a couple of hundreds in Singapore. Investment in mutual funds is relatively less risky vis-à-vis investments in equity shares. Our risk-averse investors would have attractive avenues of investments if we had a wide range of mutual funds in our markets. For the new entrants in the stock markets, mutual funds could be safe instruments for profitable investments. Forming and launching new mutual funds would create an additional demand in the secondary market which is likely to make a positive impact on the market.

Lack of Investors’ awareness

A poor turnover ratio can be attributed to the low volume in our market, which is due to a scanty investor base, too. A major portion of our educated populace is yet to be attracted to the stock market. They are not convinced of relative profitability in investing in shares rather than other available sources of investment. They need to be persuaded, informed and trained. An investment culture needs to be developed in our country. Habitually we Bangladeshis are prone to consuming almost all our earnings. We save only 8% of our income as opposed to 22% in India, 15% in Pakistan, 19% in Sri Lanka and the world’s highest 50% in Singapore (Banglapedia). This is one of the major reasons for our capital inadequacy, which is hindering industrialization in our country. More and more training, seminars, workshops should be organized to make the general people aware of the stock market. Once they find their investment in shares profitable, the saving tendency will grow, and more money will be poured into the market.

Other Characteristics

The other striking features of Bangladesh stock markets are laid down as follows:

• Lack of infrastructure and physical facilities
• Existence of only dealer-broker-members (no specialist/ market maker)
• Market dominated largely by unsophisticated Investors
• Lack of diversity in products’ availability in market
• Inefficient capital market- operational and informational
• Lack of proper and adequate disclosures
• Certifiers of financial statements and Property values of the company are the same / identical
• Management and Owners (Councilors) of DSE are entwined
• Lack of enforcement with the compliance of rules and regulations
• Corporate governance problem, sponsor-owners are managing the firm. All most all cases, no professional management are hired to run the affairs of the listed company.

Types of Capital Market

There are four types of market at DSE:

Public market: (For General Trading) only trading of marker lot share of ‘A’ group is done there through automatic machine.

Spot Market: (For pre-book closer trading) Spot transactions are done here through automatic machine. ‘B’ & ‘Z’ group shares are traded here.

Block Market: (For bulk volume Trading) Here bulk quantities of shares are traded through pick and fill basis.

Odd lot Market: (For odd lot trading) Odd lot scrip are traded here based on pick and fill basis.

Primary Market

Primary Market comprises of a market for new issue of shares and debentures where investors apply directly to the issuer/company for allotment & pay allocation money to the issuer’s/company account. Primary Market is where an issuer/company makes its contact directly with the public at large in search of capital distinguished from the secondary market. Where investors buy/sell listed shares on the stock exchange.

Secondary Market

Secondary market comprises of the buyer and seller of shares and debentures subscribed to the share or debenture of the company. If one wishes to sell the same, it will be done in the secondary market similarly one can also buy the shares or debentures of a company from the secondary market (if the company is listed on the stock exchange) without having to wait for the company to come out with a new public issue.

Criteria of Share

“A” Category Companies

Companies which are regular in holding the Annual General Meetings and have declared dividend at the rate of 10 percent or more in a Calendar year are called “A” category companies. Mutual Funds, (Debentures & Bond are being traded in this Category).

“B” Category Companies

Companies which are regular in holding the Annual General Meetings but have failed to declare dividend at least at the rate of 10 percent in a Calendar year are called “B” category companies.

“Z” Category Companies

Companies which have failed to hold the Annual General Meetings or failed to declare any dividend or which are not in operation continuously for more than six months or whose accumulated loss after adjustment of revenue reserve, if any, is negative and exceeded its paid up capital.

“G” Category Companies

These types of shares are for green field companies which want to sell their shares at capital market.

“N” Category Companies

All newly listed companies except Greenfield Companies will be placed in this category and their settlement system would be like B-Category Companies.

Regulatory framework

There are two regulatory agencies which properly regulate share market. A brief description of these regulatory agencies is stated below.

Securities and Exchange Commission

The Securities and Exchange Commission (SEC) was established on June 08, 1993 under the Securities and Exchange Act 193. The Chairman and members of the commission are appointed by the government and have overall responsibility to administer securities legislation. The commission at present has three full time members, excluding the Chairman. The commission is a statutory body and attached to the ministry of Finance.

The Company Act 1994

Since both Dhaka Stock Exchange Ltd and Chittagong Stock Exchange are company and formed under the Company Act 1994, both of the stock exchanges are regulated under this Act. All the rules and regulations are properly followed here.

Functions of capital market

The capital market in our country mobilizes the scattered savings of people into capital. People also are able to convert their investment into money through stock exchange.

The major functions performed by stock exchange are stated below:

ü  Transform saving into investment

ü  Intermediate between buyers and sellers

ü  Provide liquidity to promote capital turnover and reduce costs of capital formation

ü  Provide price discovery to facilitate independent valuation and monitoring of issuers.

Instrument in the capital market

There are some instruments through which a capital market is regulated. For every organization there are some rules and regulations without these it is impossible for its to go on.

The instruments by which the stock is regulated are stated below:

v  Government bond, Government notes and bonds

v  Government agency debts

v  Municipal bonds

v  Corporate bonds

v  Asset backed securities

v  Preference shares/preferred stock

v  Ordinary shares/common stocks

v  Unit trust/close end mutual fund

v  Derivatives

v  Loan etc.

Market Surveillance

Surveillance is the process of collecting and analyzing information concerning markets in order to detect unfair transactions that may violate securities related laws, rules and regulations.

Organizations responsible for surveillance

The following are the organizations are mainly responsible for market surveillance.

Securities and Exchange Commission

Self-regulatory organization (Stock Exchange)

Security Company (Merchant Banker, Stock Broker/Stock Dealer)

CHAPTER FOUR:MONOTORING & INVESTIGATION

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 is 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.

Broker Support

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.

Surveillance

The main objective of the Surveillance function of the Exchange is to promote market integrity in two ways—

• By monitoring price and volume movements (volatility) as well as by detecting potential market abuses at a nascent stage, with a view to minimizing the ability of the market participants to influence the price of the scrip/scrips in the absence of any meaningful information.

• By managing default risk by taking necessary actions timely.

Market Abuse is a broad term which includes abnormal price/volume movement, artificial transactions, false or misleading impressions, insider trading, etc. In order to detect aberrant behavior/ movement, it is necessary to know the normal market behavior–

The department carries out investigation, if necessary, based on the preliminary examination/analysis and suitable actions are taken against members involved based on the investigation.

All the instruments traded in the market come under the Surveillance umbrella of DSE.

Surveillance activities at the Exchange are divided broadly into two major segments —

• Price Monitoring: Price monitoring is manly related to the price movement/ abnormal fluctuation in prices or volumes etc.
• Position Monitoring: The position monitoring relates mainly to abnormal positions of members, etc. in order to manage default risk.

Price Monitoring

The functioning of the Price Monitoring is broadly divided into following activities–

On-line Surveillance

One of the most important tools of the Surveillance is the On-line Real Time Surveillance system with main objectives of detecting potential market abuses at a nascent stage to reduce the ability of the market participants to unduly influence the price and volumes of the scrips traded at the Exchange, improve the risk management system and strengthen the self regulatory mechanism at the Exchange. The system provides facility to access trades and orders of members.

Off-Line Surveillance

The Off-Line Surveillance system comprises of the various reports based on different parameters and scrutiny thereof–

ü  High/ Low Difference in prices

ü  % change in prices over a week/ fortnight/ month

ü  Top N scrips by Turnover over a week/ fortnight/ month

ü  Top N scrips by Volume over a week/ fortnight/ month

ü  Trading in infrequently traded scrips

ü  Scrips hitting New High / Low etc.

The Surveillance actions or investigations are initiated in the scrips identified from the above-stated reports.

Investigations

Conducting in-depth investigations based on preliminary enquiries/analysis made into trading of the scrip. In case of irregularities observed, necessary actions are initiated or investigation case forwarded to SEC, if necessary through the CEO.

Surveillance Actions

• Warning to Members

The department may issue verbal/ written warning to member/s when market irregularity in the scrip is suspected.

• Imposition of penalty/ suspension

The department, through the CEO, imposes penalty or suspend the member/s who are involved in market irregularities, based on the input/ evidence available from investigation report.

Rumor verification

• Liaising with Compliance Officers of companies to obtain comments of the company on various price sensitive corporate news items appearing in selected News Papers.
• Comments received from the companies are disseminated to the market by way of online news bulletin.
• Investigations based on rumor verifications are carried out, if required, to detect cases of suspected insider trading.

Position Monitoring

The Surveillance Department closely monitors outstanding exposure of members on a daily basis. For this purpose, it observes various off-line and on-line market monitoring reports. The reports are scrutinized to ascertain whether there is excessive purchase or sale position build up compared to the normal business of the member, whether there are concentrated purchases or sales, whether the purchases have been made by inactive or financially weak members and even the quality of scrips is considered to assess the quality of exposure.

The following key areas are examined to assess the market risk involved–

Online monitoring of Brokers Position

Surveillance closely monitors brokers’ gross turnover exposure for ensuring margin calls in time.

B/S Statement of Trading Members

Scrutinizing is the statement on daily basis. It is for keeping a watch on the exposure of the members & ascertains the quality of exposures.

A detailed report on the net outstanding positions of top purchasers and top sellers in individual scrips, is prepared, if considered necessary.

Concentrated B/S

It is considered a risky issue. In case, such a situation is noticed, fundamentals of the scrips, their daily turnover, and their nature of transactions are ascertained. Thereafter, based on the market risk perception appropriate surveillance actions are taken.

B/S of scrips having thin trading

It is closely scrutinized as comparatively high market risk is involved in trading in such scrips. Details of trades in such scrips, if necessary, are called from members to assess the market risk involved & decide on the appropriate surveillance action.

Verification of Institutional Trade

The institutional trades executed by the trading members are verified to ascertain the genuineness of trades.

Verification of Foreign Trade

The foreign trades executed by the trading members are verified to ascertain the genuineness of trades.

Verification of Cross Reporting Trade

The report crossing trades executed by the trading members are verified to ascertain the genuineness of trades.

Verification of Dealers own trades:

Trades executed by the trading members (Dealers) are verified to ascertain the genuineness of trades.

Verification of Sponsor’s Trade

The Sponsors trades executed by the trading members are verified to ascertain the genuineness of trades.

Snap Investigation

To carry out wherever considered necessary, preliminary investigation of certain dealings to verify irregularities. Further actions viz., referring the case for detailed investigation, referring the case to the Sec, depending on the findings of preliminary investigation.

Market Intelligence

The rumors floating in the market are verified with the data available with DSE, Newspapers, Television news channels & Reuters to ascertain the national & global factors affecting the market sentiments. This enables the Exchange to avert market problems before it causes a serious damage.

Review Block Trades

To determine —

ü  Whether the block was executed at a price, even if at a discount or premium which was in line with other trading of the stock.

ü  Whether there was any news on the company which caused the price increase or decrease subsequent to the block transaction.

Review List of Settlement Failures

To identify –

• broker/s with frequent failures
• a particular stock with a pattern.

Verify Company Accounts

To scrutinize company announcements, company reports, auditors qualifications & other notes of special interests in the published accounts of such company

Review Media Information

To scrutinize press articles or other media on the daily basis, the news relevant to the share prices of companies.

Monitoring on Newly Listed Stock

To review all activities of a newly listed stock for the first 1/2 weeks to identify any abnormal deal.

Develop Good Liaison

To develop & maintain good liaison with staff members of SEC & listed companies & member firms as well.

Develop market contacts & to pick up Intelligence

A continuous contact should be maintained to pick up intelligence person in the stock exchange.

CHAPTER FIVE: FINDINGS & RECOMMENDATIONS

Findings

Security market is a composite term embracing buyers and sellers of securities constituting all the agencies and institutions that assist the sale and resale of the company securities.

By monitoring and investigating I have found out some problems which hinder the activities of Dhaka Stock Exchange. With these problems I have also found out some things which are modern and updated. Following are the findings that I have retrieved are stated below.

1. The general features of skill market do not exist here. The management system affects the skills of the market.
2. Sometimes the internal complexity of the capital market diminishes the foreign investment. But recently the foreign investment increases and its positive effect are observed.
3. In many times the companies hide their real income because of the sickness of industrial sector.
4. The complexity of the capital market increase because of the sickness of industrial sector.
5. In our country the industrialist suffer a lot of problems. They lost their eagerness for the unequal market positions a result the rolling of capital decreases.
6. The demand of capital increases if the sufficient creative entrepreneur exists.
7. The electronic and on-line monitoring system helps the organization to execute and monitor the performance of Dhaka Stock Exchange.
8. Now investor can know the price of their shares through mobile phone which saves time and money to the investors.

Recommendations

In order to overcome the problems that the Dhaka Stock Exchange faces, the followings measures can be adopted.

1. To set up a training center for the newly investors in the share market to reduce the risk of the capital market.
2. To make the rule easy for paying the income tax
3. To influence the foreign investors by providing extra facilities.
4. To make the market easy for product marketing.
5. To provide training for the present as well as potential entrepreneurs.
6. To strengthen the Securities and Exchange Commission.
7. To make easy rule for the establishment of the industry to increases the rolling of capital market.
8. To make rules so that high quality securities are bound to come to stock market.
9. To provide tax benefit of the listed companies in order to encourage non-listed companies to be listed with the stock exchange.
10. To increase monitoring system so that none can scope to manipulate the capital market.

CONCLUSION

The purpose of this paper was to show the activities of monitoring and investigation of Dhaka Stock Exchange (DSE). The Bangladesh capital market has gone through major changes over the 1990-1999 periods. Many efforts has been made to secure the investment, like improvement in supervision, adoption of new policies and rules, more precision in scrutiny and investigation system for new listing, etc. However, weakness of imperfect market condition still prevails.

Dhaka Stoke Exchange Ltd. has gained the confidence of public and is able to attract more and more funds. At the end of last decade what was impossible has now become possible and any company listed with Dhaka Stock Exchange Ltd. can expect to raise sufficient funds through it.

The Dhaka Stock Exchange Ltd. has been able to attract a sufficient volume of foreign funds and the number of foreign investors is growing day by day. If this trend continues Dhaka Stoke Exchange Ltd. market will be efficient one in the near future. At the end of the year 2010 Dhaka Stoke Exchange Ltd. is expected of become one of the major stocks in the region.

So far I have observed that Dhaka Stoke Exchange Ltd. has suffered from ups and downs and it can be attributed to the efficiency of the members and some of the consistent policies of the government with more experience. In the coming year in dealing with such busy capital market both the Dhaka Stoke Exchange Ltd. members and government policy makers are expected to be more consistent in their practices and policies. Their product role in future will certainly be a major factor in the performance of Dhaka Stoke Exchange Ltd. market.

Bibliography

 Relevant Books and Excerpts

• Annual Report of Dhaka Stock Exchange Ltd. 2006-6007
• Annual Report of Dhaka Stock Exchange Ltd. 2005-6006
• Monthly Review Published by Annual Report of Dhaka Stock Exchange Ltd. July, 2008
• Hossain, Anwar “Management of Annual Report of Dhaka Stock Exchange Ltd.” December, 2003
• Kabir, Captain AMM Khairul, “Relationship between SEC Cassification and Market Price of Shares: Empherical Evidence from DSE” Nanuary 13, 2005

Web address

• www.dsebd.org
• www.secbd.org
• www.sharebazer.org

Appendices

Appendix A – List of listed companies