The 2010 stock market boom-andbust left many investors penniless overnight. Though the market dipped in the seven years ever since, it is recently showing signs of revival. The DSEX index crossed 5,000-mark for the first time in several years. Past experience has led many analysts to urge caution. Even prime minister Sheikh Hasina has advised investors to avoid rumors and only invest in companies after checking their track record and fundamentals.
The DSE benchmark index, DSEX, closed at 5468.32 points on June 15 this year. In 2010 alone, the market appreciated by 100 percent. In the three bullish years (2007-2010), the average return was over 50 percent. The market has appreciated so fast lately that the inactivity during the first part of the decade was overshadowed by the performance of the last three years, resulting in an average annual return of over 30 percent during this decade. However, the bullish years have attracted investors to the market. These are investors with limited capital, limited knowledge, and limited risk-taking capacity. Most had diverted their funds from essential or productive activities. Most had left their day jobs to ponder on the market. In other words, these people had no sound business strategy in this risky game. The speculative bubble was a confluence of factors, including lack of investment opportunities in the real sector, excessive supply of money, and proliferation of trading facilities. Finally, commercial banks’ reckless participation, especially private commercial banks, in the market exacerbated the situation. Bangladesh Bank in 2010 took several measures within a very short time to control the ‘high tide’ of the stock market and instant implementation of those directives adversely affected the stock market.
According to market insiders, as per the Bank Company Act, 1991, banks and Non-Banking Financial Institutions (NBFIs) were allowed to invest maximum 10 percent of their total liabilities in the stock market. But due to lack of proper monitoring on the part of Bangladesh Bank, many banks invested as much as 40 percent of their total liabilities in the stock market in 2010. Later in 2013, by amending the Bank Company Act, the allowable investment in stock market was set at 25 percent of ‘eligible’ capital (Paid-Up Capital, Share Premium, Statutory Reserve and Retained Earnings). Market insiders pointed out that due to the amendment, the bank which invested BDT10 billion in 2010 can now invest only BDT2.5 billion to BDT3 billion in the stock market. This amendment has affected stock market participation of banks and also they are under constant pressure from the central bank to sell-off their shares (even at loss), deteriorating the market conditions further. Since the past mistakes cannot be repeated, nobody questioned why margin lending is regulated by Bangladesh Securities and Exchange Commission (BSEC) and not by the central bank. It is against the normal grammar of stock market operation that investors would borrow from banks to invest in the stocks. It is the natural rule that only a portion of investors’ idle money should go to the stock market.
It is alleged that BSEC officials in connivance with the culprits of the last crash were involved in overpricing IPOs, especially mutual funds. Also why and who randomly changed rules regarding mutual funds trading to protect their own investments but misguided the rest of the market. It is easy to find out, with available trade records of the DSE, who bought in one name and sold in another name, thus manipulating the market. Look for names such as Chittagong Vegetable and CMC Kamal, and determine what factors contributed their meteoric rise (5,000 percent) despite those being crappy businesses.
The biggest and most successful entrepreneurs in the country are yet to find the capital market a lucrative source of financing for their companies. The low interest rates in the money market and the opportunity to take foreign loans, the requirement for transparency, and accountability for listed companies and inadequate fiscal and other financial benefits for listing kept the entrepreneurs at bay.
Meghna Group of Industries is one of the biggest conglomerates in Bangladesh, with an annual turnover of USD2 billion (nearly BDT160 billion) and asset of USD1 billion (BDT80 billion). The group has 32 companies and 30 industries with more than 15,000 employees, 3,000 distributors, and 1,000 suppliers across the country. But none of the companies of the group is listed on the stock exchange. “Good companies must be given due premium so that they are encouraged to come into the capital market,” said Mostafa Kamal, chairman of Meghna Group of Industries. The host of regulatory requirements from the two stock exchanges, the BSEC and the central bank act as barriers. “We are now getting foreign and local loans at lower rates and do not feel the need to raise capital from the stock market,” Kamal added. PRAN-RFL Group, which is one of the largest and fastest growing conglomerates in the country, has around 50 units but only one -- Agricultural Marketing Company, which is commonly known as AMCL Pran -- is listed. “We can take a lot of risk to expand the business when the companies remain within the family. That will not be possible if we get listed on the capital market,” said Ahsan Khan Chowdhury, chairman and chief executive officer of Pran.
Chowdhury also said they are getting bank loans at lower rates now. He, however, is hopeful that all big corporate houses will enter the stock market in 10 years' time. The other big and well-known business conglomerates like Abul Khair Group, Bashundhara Group, City Group, Partex, Akij, and PHP Family are not listed on the stock market. However, business groups like Square, Beximco, ACI, Summit, Orion, Unique, BSRM, and S. Alam have one or more listed entities in the market. Now a total of only 298 public limited companies are listed with the DSE. A good number of textile or RMG companies remained out of stock market listing till today. BSEC spokesperson Saifur Rahman said the regulator has created the platform by modernizing public issue rules for raising capital from the stock market.
But it is the responsibility of merchant banks as well as stock exchanges to bring big and fundamentally sound companies into the market, he said. “As a regulator we can provide all the policy support, but we cannot do the marketing needed to bring new companies into the market,” said Rahman, also an executive director of the BSEC. The listing on bourses raises transparency and accountability of a company, said the president of Bangladesh Merchant Bankers Association, Md. Sayedur Rahman. But there are many who are resistant to transparency and accountability. “So, they are not interested to go public,” he added. He also said the declining interest rates in the money market is also discouraging entrepreneurs from joining the stock market. The cost of taking loans from banks is now cheaper than raising funds from the capital market, according to Rahman.
He went on to call for more incentives to get the big conglomerates into the market. The 10 percentage point tax incentive is not enough to attract the big and successful companies, he said, adding that the tax gap between the listed and non-listed firms should be at least 15 percentage points. “The companies should also be given VAT incentives if they get listed on the bourses,” he added. The companies that do not want to join the stock market should be approached in a “focused way” so that they feel interested to be listed, said Dhaka Stock Exchange managing director KAM Majedur Rahman.
In a major move, the BSEC very recently has revised public issue rules relaxing the provision of profitability for preceding two years to go public under fixed price method. The BSEC revised the public issue rules bringing some changes both in fixed price method and book building method. As per the revised rules, a company willing to go public under fixed price method must have ‘positive’ net profit after tax and net operating cash flow calculated for last year of going public. Previously, a company willing to raise funds from general public was supposed to have positive net profit after tax and net operating cash flow calculated for previous two years of going public.
The securities regulator revised the quota of eligible investors (EIs), allowing them to apply for two percent shares of total amount offered for them under fixed price method. As per June 30, 2017 decision, a company willing to go public under the book-building method must raise a capital worth BDT500 million. And the company must have a minimum paid-up capital of BDT300 million instead of existing amount of BDT150 million. In case of fixing cut-off price, the EIs will be allowed to quote for two percent shares of their respective quotas. Previously, the EIs were able to quote for 10 percent shares of total shares allocated for respective quotas under the book-building method. The regulator has reduced the amount of shares for EIs following the proposal of the stock exchanges. In its proposal, the premier bourse earlier said the cut-off price might be fixed through negotiation due to scope of quoting for 10 percent shares by a single EI.
The BSEC has claimed that it had implemented majority number of recommendations made by the Khondkar Ibrahim Khaled-led probe body formed after December (2010)-January (2011) stock market debacle. According to BSEC officials, implementation of remaining recommendations are under process due to lengthy formalities. “Our legal and enforcement departments are working as part of implementing the recommendations made by the probe body. The regulator has conducted further investigation on 17 case studies included in the report,” said BSEC executive director Mohammad Saifur, also the spokesperson of the regulatory body. Rahman said the securities regulator has filed cases against five market players along with imposing penalties on others involved in the manipulation.
According to BSEC officials, implementation of major recommendations include the completion of exchanges’ demutualization process, amendment of the book-building method, formulation of rules of distributing placement shares, conversion of omnibus accounts into separate BO (beneficiary owner’s) accounts, and completion of share’s face value into uniform value of BDT10. Bangladesh Shipping Corporation is the last company to join the rally of uniform face value. The probe body recommended the conversion of share’s face value into BDT10 each as market capitalization of the companies whose share prices were split and their prices jumped above 655 percent before the debacle. “The process of converting face value into BDT10 has been completed in such a way that no one can be benefited illegally by capitalizing price sensitive information,” said the BSEC. A four-member body led by Khondokar Ibrahim Khaled, former deputy governor of Bangladesh Bank, submitted its report of 143 pages, other than annexure of 96 pages, on April 7, 2011. The probe report included, among others, 25 major recommendations and 17 case studies. The report mainly blamed the then regulatory body and recommended the removal of former chairman, one member, and two executive directors. The probe body also recommended further investigations on many issues such as distribution of placement shares. Khondkar Ibrahim Khaled said after submission of their probe report that the regulator and the government were not seen proactive in implementing the recommendations. “Demutualization of exchanges was executed after a gap of a significant time though we submitted our report. Other reforms brought in rules and regulations that are comparatively satisfactory. But the regulatory measures in taking punitive actions against market players are not up to the mark,” Khaled told this correspondent.
The probe body blamed the mysterious share transaction executed under omnibus accounts for the market crash and recommended the conversion of such accounts. “The securities regulator has already completed the conversion of omnibus accounts into separate BO,” the BSEC said. The probe body recommended intensive investigation against the then BSEC member, Mansur Alam, for his alleged involvement in the manipulation. In its report the probe body also stressed the importance on exchanges’ report regarding the listing of companies. Previously, the exchanges submitted their observation, prepared by expert panel, regarding companies’ fundamentals before IPO approvals to the commission. Later, the premier bourse abolished the expert panel as their observation was not allegedly evaluated by the regulator. In this regard, the BSEC officials said that submission of exchanges’ observation now is going to be mandatory in the upcoming listing regulation. “Different departments in the regulatory body have been restructured following the recommendation of the probe body,” said the securities regulator.
The BSEC said that it had prepared the list of issues having influence over the capital market. “The regulator has no scope of fixing price of shares offered for public through IPO. So, the BSEC is not in a position to form ‘price fixation committee’ following probe body’s recommendation,” the BSEC said. Among others, the securities regulator has formulated guidelines on issuance of preference shares and formed capital market’s coordination committee comprising the representatives of Bangladesh Bank, the securities regulator, and stock exchanges. The present commission of the securities regulator is comprised of five members including the chairman although previous commission was comprised of four members including the chairman. BSEC commissioner professor Helal Uddin Nizami said: “Strengthening the regulatory body by appointing required manpower was also a major recommendation mentioned in the probe report.”
However, creation of an active bond market and launching of ETF or Exchange Traded Fund are yet to see any tangible progress in the stock market, despite passing a good period of time over the years. Of late, the government has planned to introduce a buyback arrangement for its securities to bring dynamism in the secondary market, officials said. They said the Ministry of Finance, Bangladesh Bank and Primary Dealer (PD) banks will work jointly to formulate a policy and implement the plan. At present, the government buys back its securities from the market as and when it thinks necessary due to absence of any policy. If implemented, the buyback would take place under the policy. “We are now working to boost the secondary securities market through buyback and other initiatives,” a senior central bank official told this correspondent. He said the yields on the buyback securities would be fixed in line with the market rates. Earlier, the government bought back its securities worth BDT11.16 billion in the fiscal year (FY) 2007- 08 and FY 2009-10, according to Bangladesh Bank officials. The latest move came against the backdrop of falling trend in trading at the secondary market mainly due to the lack of adequate securities.
Trading of both the Bangladesh Government Treasury Bonds (BGTB) and treasury bills (T-bills) dropped by more than 37 percent in May than that of the previous month. Total turnover that included both buy and sale came down to BDT11.22 billion in May from BDT17.87 billion a month ago, according to the central bank’s latest statistics. At the meeting, the PD banks proposed the government to formulate a buyback policy that will allow holding reverse auction of its securities as and when necessary. “We also want the government to come forward with ‘unconditional attitude’ for encouraging the stockholders to participate in the proposed reverse auction,” said a treasury head of a PD bank after the meeting. He said the move would help cut the government’s interest expenses against such securities while contributing to boost the secondary market. The ministry officials informed the meeting that the government wanted to issue new securities and buy those back simultaneously in bringing dynamism in the market. Currently, three T-bills (91-day, 182-day and 364-day) are being transacted through auctions to adjust the government borrowings with the banking system. Besides, five government bonds with tenures of 02, 05, 10, 15 and 20 years respec - tively are being traded on the money market. The Bangladesh Bank had earlier selected 20 PD banks to deal with the government securities on the secondary market.
The government in April, 2012 made public the investigation report on 2011 stock market debacle, recommending further investigation before bringing charges against any individuals or organizations but gave no timeline for a fresh probe. Finance minister Abul Maal Abdul Muhith, at a briefing, announced that the government had already appointed new chairman of the Securities and Exchange Commission in order to restructure the commission in line with the recommendations of the probe committee. “In most cases the probe committee has found some individuals and organizations responsible, and it recommended action on the basis of their [committee] perceptions and assumptions. It is not possible to press specific charges against anyone on the basis of that [recommendations],” said Muhith.
He also said, “More investigation is needed. The government does not want either to assassinate character of anyone on the basis of assumptions or to let any player involved in the manipulations, which affected the market, to get away with it using legal loopholes.” The minister, however, did not say anything about the possible government actions against the big market players. The minister in his written statement said that measures would be taken for further investigation into 14 matters, including a thorough scrutiny of interconnection of 30 top placement shareholders and how they arranged funds. It said further probe would be launched into the role of the traders when the share prices skyrocketed and the reconstituted SEC would examine and investigate activities of 50 top companies, including Beach Hatchery, Orion Infusion, CMC Kamal, whose share values shot up abnormally in 2009 and 2010. Muhith said the probe committee had made 25 recommendations and the government had adopted 11 more to protect the interest of the investors of the share market. He said that the government would implement the recommendations in three phases. The minister said that among the 36 recommendations of the probe body and the finance ministry, 11 measures would be implemented immediately, which include removal of the top executives of the commission and its restructuring, stock exchange demutualization, coordination between the stock exchanges and the BSEC, measures against participation of the government and market related officials in the share business, corruption of regulatory and other officials concerned, manipulation in splitting shares’ face value, and serial trading of the shares of Eastern Housing.
Meanwhile, end of May this year a special tribunal acquitted three businessmen of their alleged complicity in manipulation of the share price of Chittagong Cement Clinkers & Grinding Company (CCCGC), which was later acquired by the Heidelberg Cement Bangladesh Ltd. On completion of hearings, tribunal judge Md. Akbar Ali Sheikh delivered the verdict of one of the 1996 stock market scam cases. The acquitted businessmen are former CCCGC chairman and managing director Abu Tayab, former Dhaka Stock Exchange (DSE) president Rakibur Rahman, and former DSE director Shahidul Haque Bulbul. Masud Rana, a BSEC lawyer, said that the accused were set free as the allegations could not be proved in the trial process. After the stock market debacle in 1996, the report submitted by the then probe body had said that the defendants were the directors of the CCCGC. The BSEC filed a case against the three people and the CCCGC in 1997 on the charge of price manipulation. In spite of the regulator's directive to vacate the position, they continued to remain as directors, the probe report said.
When sked, Mohammad Saifur Rahman, an executive director of BSEC, said the regulator will contest the latest verdict. "The securities' regulator will appeal against the verdict," said Rahman, also spokesperson of the stock market regulatory body. The tribunal has so far disposed of three cases, including this one, from the 1996 scam. As per another verdict delivered on April 22 this year, A Rouf Chowdhury and Sayed H Chowdhury were freed in the case of Premium Securities, also from the 1996 scam. On September 01, 2015, the special tribunal punished two directors of Chic Tex Limited -- Md Maksudur Rasul and Iftekhar Mohammed -- to four years in jail in its maiden verdict in a 1996 scam case. The accused were also ordered to pay BDT3 million each in financial penalty or serve six months more in prison in default. In the verdict, the judge observed that the charges brought against the then Premium Securities chairman, A Rouf Chowdhury, and thendirector Sayeed H Chowdhury by the stock market regulator under Section 24 of the Securities and Exchange Ordinance 1969 was not proved beyond doubt. Expressing satisfaction over the verdict, Sayed Chowdhury’s defense counsel Md. Bourhan Uddin told reporters that the court acquitted the two as none of the evidences and depositions of the witnesses produced by the plaintiff proved the charge. Both the business personalities expressed their satisfaction over the verdict that acquitted them of the charges after 21 years.
“I am relieved that the case for which I suffered for 21 years has been solved. Although I was not involved in any irregularities, my other overseas businesses suffered because of this case as it hurt my reputation,” said Sayeed Chowdhury. “Although we did nothing wrong, the case caused defamation to us,” said Rouf Chowdhury. Asked if BSEC would appeal against the verdict, its lawyer Masud Rana Khan said that the decision would be made by the commission after getting full verdict of the court. The proceedings of the Premium Securities case started at the tribunal on June 22, 2015 after being transferred from a metropolitan court. The then executive director of the commission, MA Rashid Khan, filed the case in 1997 accusing three directors of Premium Securities – Rouf, Sayeed, and Anu Jaigirdar – and then managing director Moshiur Rahman of fraudulent transactions of shares during the 1996 share scam. The tribunal pronounced the verdict on charges against Rouf and Sayeed, and the High Court had stayed the proceedings against Moshiur and Anu.
The worst thing about scams, is that you never know until it is too late. Those convicted of fraud might serve several years in prison, which in turn costs investors/taxpayers even more money. These scammers can pick a lifetime's worth of garbage and not even come close to repaying those who lost their fortunes. Following are some of the worst global stock market scams:
1996: ZZZZ Best Inc Barry Minkow, the owner of ZZZZ Best Inc. in the USA, posited that this carpet cleaning company of the 1980s would become the "General Motors of carpet cleaning”. Minkow appeared to be building a multimillion dollar corporation, but he did so through forgery and theft. He created more than 10,000 phony documents and sales receipts, without anybody suspecting anything. Although his business was a complete fraud, designed to deceive auditors and investors, Minkow shelled out more than USD4 million to lease and renovate an office building in San Diego. ZZZZ Best went public in December of 1986, eventually reaching a market capitalization of more than USD200 million. Amazingly, Barry Minkow was only a teenager at the time! He was sentenced to 25 years in prison.
1996: Centennial Technologies Inc In December 1996, Emanuel Pinez, the CEO of Centennial Technologies, and his management, recorded that the company made USD2 million in revenue from PC memory cards. However, the company was really shipping fruit baskets to customers. The employees then created fake documents to appear as though they were recording sales. Centennial's stock rose 451 percent to USD55.50 per share on the New York Stock Exchange (NYSE). According to the Securities and Exchange Commission (SEC), between April 1994 and December 1996, Centennial overstated its earnings by about USD40 million. Amazingly, the company reported profits of USD12 million, when it really lost about USD28 million. The stock plunged to less than USD3. Over 20,000 investors lost almost all of their investment in a company that was once considered a Wall Street darling. 1997: Bre-X Minerals This Canadian company was involved in one of the largest stock swindles in history. Its Indonesian gold property, which was reported to contain more than 200 million ounces, was said to be the richest gold mine, ever. The stock price for Bre-X skyrocketed to a high of USD280 (split adjusted), making millionaires out of ordinary people overnight. At its peak, Bre-X had a market capitalization of USD4.4 billion. The party ended on March 19, 1997, when the gold mine proved to be fraudulent and the stock tumbled to pennies, shortly after. The major losers were the Quebec public sector pension fund, which lost USD70 million, the Ontario Teachers' Pension Plan, which lost USD100 million, and the Ontario Municipal Employees' Retirement Board, which lost USD45 million.
Enron Prior to this debacle, Enron, a Houston-based energy trading company was, based on revenue, the seventh largest company in the U.S. Through some fairly complicated accounting practices that involved the use of shell companies, Enron was able to keep hundreds of millions worth of debt off its books. Doing so, it fooled investors and analysts into thinking this company was more fundamentally stable, than it actually was. Additionally, the shell companies, run by Enron executives, recorded fictitious revenues, essentially recording one dollar of revenue, multiple times, thus creating the appearance of incredible earnings figures. Eventually, the complex web of deceit unraveled and the share price dove from over USD90 to less than 70 cents. As Enron fell, it took down with it Arthur Andersen, the fifth leading accounting firm in the world at the time. Andersen, Enron's auditor, basically imploded after David Duncan, Enron's chief auditor, ordered the shredding of thousands of documents. The fiasco at Enron made the phrase "cook the books" a household term, once again.
2002: WorldCom Not long after the collapse of Enron, the equities market was rocked by another billion-dollar accounting scandal. Telecommunications giant WorldCom came under intense scrutiny after yet another instance of some serious "book cooking”. WorldCom recorded operating expenses as investments. Apparently, the company felt that office pens, pencils, and paper were an investment in the future of the company and, therefore, expensed (or capitalized) the cost of these items over a number of years. In total, USD3.8 billion worth of normal operating expenses, which should all be recorded as expenses for the fiscal year in which they were incurred, were treated as investments and were recorded over a number of years. This little accounting trick grossly exaggerated profits for the year the expenses were incurred (???). In 2001, WorldCom reported prof-its of around USD1.3 billion. In fact, its business was becoming increasingly unprofitable. Who suffered the most in this deal? The employees; tens of thousands of them lost their jobs. The next ones to feel the betrayal were the investors who had to watch the gutwrenching downfall of WorldCom's stock price, as it plummeted from more than USD60 to less than 20 cents.
2002: Tyco International With WorldCom having already shaken investor confidence, the executives at Tyco International ensured that 2002 would be an unforgettable year for stocks. Before the scandal, Tyco was considered a safe blue chip investment, manufacturing electronic components, health care, and safety equipment. During his reign as CEO, Dennis Kozlowski, who was reported as one of the top 25 corporate managers by BusinessWeek, siphoned hordes of money from Tyco, in the form of unapproved loans and fraudulent stock sales. Along with CFO Mark Swartz and CLO Mark Belnick, Kozlowski received USD170 million in low-to-no interest loans, without shareholder approval. Kozlowski and Belnick arranged to sell 7.5 million shares of unauthorized Tyco stock, for a reported USD450 million. These funds were smuggled out of the company, usually disguised as executive bonuses or benefits. Kozlowski used the funds to further his lavish lifestyle, which included handfuls of houses, an infamous USD6,000 shower curtain and a USD2 million birthday party for his wife. In early 2002, the scandal slowly began to unravel and Tyco's share price plummeted nearly 80 percent in a six-week period. The executives escaped their first hearing due to a mistrial, but were eventually convicted and sentenced to 25 years in jail.
2003: HealthSouth Accounting for large corporations can be a difficult task, especially when your boss instructs you to falsify earnings reports. In the late 1990s, CEO and founder Richard Scrushy began instructing employees to inflate revenues and overstate HealthSouth's net income. At the time, the company was one of America's largest healthcare service providers, experiencing rapid growth and acquiring a number of other healthcare-related firms. The first sign of trouble surfaced in late 2002 when Scrushy reportedly sold HealthSouth shares worth USD75 million, prior to releasing an earnings loss. An independent law firm concluded that the sale was not directly related to the loss, but investors should have taken the warning. The scandal unfolded in March, 2003, when the SEC announced that HealthSouth exaggerated revenues by USD1.4 billion. The information came to light when CFO William Owens, working with the FBI, taped Scrushy talking about the fraud. The repercussions were swift, as the stock fell from a high of USD20 to a close of 45 cents, in a single day. Amazingly, the CEO was acquitted of 36 counts of fraud, but was later convicted on charges of bribery. Apparently, Scrushy arranged political contributions of USD500,000, allowing him to ensure a seat on the hospital regulatory board.
2008: Bernard Madoff Making for what could be an awkward Christmas, Bernard Madoff, the former chairman of the Nasdaq and founder of the market-making firm Bernard L. Madoff Investment Securities, was turned in by his two sons and arrested on December 11, 2008, for allegedly running a Ponzi scheme. The 70-year-old kept his hedge fund losses hidden, by paying early investors with money raised from others. This fund consistently recorded an 11 percent gain every year for 15 years. The fund's supposed strategy, which was provided as the reason for these consistent returns, was to use proprietary option collars that are meant to minimize volatility. This scheme duped investors out of approximately USD50 billion.