Icb Capital Management LTD
Icb Capital Management LTD
Icb Capital Management LTD
INTRODUCTION
OBJECTIVES
This report focuses the details of the operations of the ICB Capita Management
Company Limited (ICML). The specific objectives are to-
METHODOLOGY
To prepare the report, we collected secondary data. We collected the annual reports
of ICML for the years 2003-2004 to 2006-2007. We also visited the website of ICML
for collecting necessary information. We have also consulted with a Liaison Officer of
ICM for knowing the details of their each function. We have also gone through the
text book to understand those investment banking functions easily.
LIMITATIONS
Although ICML has a perfect and healthy web site, it did not help us much in
preparing the report. The reason is that we needed many internal information of how
they conduct their operations practically that was not available in their website. The
annual report also has not given any practical guideline of their basic operations
where we mainly focused on. Moreover there was time constraint also. So as far as
the limitation is concerned we had tough condition in gathering all the necessary
information.
In spite of the limitations we tried our best to represent the company’s overall
functions and performance as an investment banker.
Throughout the world the security market can be classified in two categories- primary
and secondary market. The primary market involves with the distribution of newly
issued securities among the investors and the participant in the market place that
work with the issuers to distribute the newly issued securities are called investment
bankers. The process of investment banking is also synonymous to merchant
banking. The process of investment banking is basically leaded by security houses
and commercial banks.
Merchant banks are private financial institutions. Their primary sources of income are
PIPE (Private Investment in Public Entities) financing and international trade. Their
secondary sources of income are consulting, Merger and Acquisition help and
financial market speculation. Because they do not invest against collateral, they take
for greater risks than traditional banks. As they are private they do not take money
from the public and are international in scope, they are not regulated. Anyone
considering dealing with any merchant bank should investigate the bank and its
managers before seeking their help.
This investment banks continuously update themselves about the current economic
information and economic cycle. So eventually they learn which may be the best
moment to issue a new security. Without investment bankers help the issuers
needed the go through the costly and time consuming procedure of market analysis.
Moreover this decision can be misleading because of there lack of skill.
Investment bankers also help to share the risk involved in issuance of securities.
Because they guarantee the sale of securities and if they cannot sale the securities
to individuals they finance the company though buying the residual amount.
The whole process of issuance is involved with legal and time consuming
procedures. The investment bankers step out and serve the issuing company with
their specialized knowledge.
2. Underwriting
3. Portfolio Management
4. Corporate Advising
Background
Investment Corporation of Bangladesh (ICB) is the principle investment Bank in the
public sector of our country. It was established on 1st October 1976 under the
Investment Corporation of Bangladesh Ordinance 1976 (XL-1976) with the goal to
encourage and broaden the base of investment.
After liberation in revised investment policy, which was announced in the December
1975, government announced its decision to reactive the stock exchange and
examine the question of recreation of Investment Corporation of Bangladesh.
Objectives
• To encourage and broaden the base of investment.
• To develop the capital market.
• To provide for matters ancillary thereto.
• To mobilize savings.
• To promote and establish subsidiaries for business development
At a Glance
Date of Establishment 1st October 1976
Status Statuary Corporation
Nature of Business Investment Banking
Capital Structure (as on June 2007) BDT in Crore
Functions of ICB
Private Placements
ICB is authorized to act as an agent of the issuers and investors for private
placements of securities. Under this arrangement, ICB places securities to
individuals/institutions on behalf of the issuer for which it charges fees. ICB also
acquires shares/securities for its own portfolio both in pre-IPO placement and equity
investment.
Act as the custodian of the public issue of Open-end & Closed-end Mutual Funds.
ICB provides professional services. It also acts as the Banker to the issues and
provides similar services through the network of its branches. Fees in this regard are
negotiable.
During 2003-04 a total investment of Tk. 138.93 crore has been made in the
investment portfolio of ICB including Tk.O.2 crore in shares of a company through
Pre-IPO placement, Tk. 7.0 crore in debentures of two companies, Tk. 0.3 crore in
preference shares of a company and Tk. 5.0 crore in bonds of a company.
As a result of favorable market situation in 2003-04 ICB earned Tk. 42.25 crore as
capital gain through sale of securities of Tk. 258.59 crore which was 53.58 per cent
higher than the capital gains of Tk. 27.51 crore made in 2002-03. During 2003-04, an
amount of Tk. 22.95 crore was earned as dividend on shares and interest on
debentures as against Tk. 21.5 crore in 2002-03 registering an increase of 6.74 per
cent. Dividend income has increased because of satisfactory dividend performance
of some companies.
As on 30 June 2004, the market value of the securities of ICB's investment portfolio
stood at Tk.521.62 crore against the net investment value of Tk. 378.82 crore
resulting in capital appreciation of Tk. 1 42.8 crore.
Advance against ICB Mutual Fund certificates Scheme was introduced in 2003,
designed for the ICB Mutual Fund Certificate-holders to meet their emergency fund
requirement. One can borrow maximum of 50% value of last one year's weighted
average market price of certificates at the time of borrowing by depositing his/her
certificates under lien arrangement from any of the ICB offices. The rate of interest
on the loan is reasonable and also competitive.
ICB introduced Bank Guarantee scheme in 2002-03. ICB provides (i) Bid Bond for
enabling the business people to participate in any tender or bidding; (ii) Performance
Bond for helping the business community to continue their business smoothly by
fulfilling their obligations promised by them to their clients; and (iii) Customs
Guarantee for solving different disagreements between the customs authority and
the business classes at the initial stage. The maximum limit of guarantee is Tk. 2.00
crore and would be issued against at east 20% cash and 80% easily encashable
securities or against 100% cash margin. Re-guarantee from other financial institution
is required for guarantee against the amount exceeding Tk. 2.00 crore.
Local Training
Foreign Training
Development Activities
Term deposit
Disinvestment Program
ICB is actively associated with disinvestment process. With a view to off loading of
Govt. share holding through the Stock Market ICB has been entrusted with the
responsibility of selling Govt. owned shares of different listed Companies.
EEF
ICB Capital Management Ltd. acts as project appraising institute for equity
participation of EEF unit of Bangladesh Bank.
Subsidiary’s Information
At suggestions of World Bank and International Monitory Fund (IMF) ICB
Corporation management has decentralized its control over the capital and share
market by introducing three subsidies.
Underwriting
In order to raise long term debt and equity from the primary market, the Government
bodies, enterprises corporation or companies may seek intermediary assistance from
ICML in the form of underwriting.
Issue Management
To act as the manager to the issue of shares and debentures, ICML provides
professional services in respect of syndicate underwriters and bankers to the issue.
Placement of Shares
Investment Counseling
ICML provides investment counsel to the issuers and investors' including financial
engineering and corporate advisory services.
ICML, at its discretion, may grant loan at a ratio of 1:1 against the assets of an
account subject to a maximum limit of Tk.25.0 lac. An accountholder may use
the combined balance of his/her equities and loan to buy shares/securities. It
helps the investors to develop a diversified and balanced portfolio by
minimizing the risk and earning a reasonable return. ICML provides
professional advice and other support services.
ICB Asset Management Company Ltd. was created as part of the restructuring
program of ICB under Capital Market Development Program (CMDP) initiated by the
Government of Bangladesh and the Asian Development Bank. The Company was
incorporated as a public limited company with an authorized capital of Tk. 100 crore
and a nominal paid up capital of Tk. 2.00 lac, which was subsequently increased to
Tk. 5.00 crore, under the Companies Act, 1994 with the Registrar of Joint Stock
Companies and Firms on December 05, 2000. The Company obtained license on
October 14, 2001 from the Securities and Exchange Commission under Securities &
Exchange Commission (Mutual Fund) Act, 2001 to carry out the mutual fund
activities. The company started its operation from July 01, 2002 upon issuance of
Govt. gazette notification.
MUTUAL FUNDS
ICB Asset Management Company Ltd. has so far floated three closed-end mutual
funds and two open-end Mutual Funds through which the small and medium savers
get opportunities to invest their savings in a balanced and relatively low risk portfolio.
The aggregate size of these funds is around Tk. 90.00 crore.
Open-end Mutual Funds are allowed for a continuous subscription and redemption.
These schemes do not have a fixed maturity period. Investors can buy or repurchase
these units at any time at NAV basis. Prices are declared by the fund manager on
daily or weekly basis.
There are two open-end mutual funds operated by ICB AMCL. They are-
Close-end Mutual Fund is where the shares are initially offered to the public and are
traded in the secondary market.
There are three close-end mutual funds operated by ICB AMCL. They are-
One can invest in the closed-end mutual funds through the stock exchanges. Islamic
mutual fund is a specialized mutual fund. The business of the fund should be in
consistence with the Sharia` Law.
ICB Securities Trading Company Ltd. performs stock brokerage activities. The
Company maintains its activities to become the most active broker of both DSE and
CSE. The Company has started trading of securities for general investors alongside
the institutional investors from the beginning of 2003-2004. ISTCL has obtained
license from SEC to act as the full service Depository participant (DP) in Central
Depository Bangladesh Ltd. (CDBL)
Now we will discuss in details about ICB’s one of the subsidiary ICB Capital Asset
Management (ICML), Leader in Merchant Banking in details in our next segment.
ICML Overview
ICB Capital Management Ltd.(ICML) has been incorporated as a subsidiary of
Investment Corporation of Bangladesh (ICB) to carry out investment banking which
includes underwriting, issue management and portfolio management. A brief
chronicle on ICML is asserted as follows:
Vision
To initiate new products in the capital market
To provide innovative and quality service to the customers
To set high standards of professionalism
To bring total satisfaction to the clients, sponsors and employees
To perform operations with high standard and business ethics.
Mission
To expand merchant banking services with the help latest technology
To ensure reasonable return on shareholders’ equity
To help develop and strengthen the capital market and thus accelerate the
pace of industrialization
To contribute to the national GDP as well as to the growth of national
economy
Objectives
To carry out merchant banking activities including issue management,
underwriting and portfolio management with a view to developing a vibrant
capital market
To widen the scope and area of investment by mobilizing savings of small
and medium level of investors
To introduce high quality companies to the Bangladesh capital market and to
induce good companies to raise their funds from the capital market leading to
adequate supply of securities in the capital market
To create demand for quality securities by efficient portfolio management
To establish perfect combination of high quality buy-sell execution capabilities
and create a large local network among investors and broker community.
Board Committee
The company has a separate Board of Directors consisting of 6(six) members.
Excepting Chief Executive Officer (CEO), all the Directors are non-executive and
independent, two of whom are nominated by ICB, the holding company of ICML and
the other three (50%) are drawn from the private sectors. The managing Director of
ICB is the Chairman of the Board.
Work -Environment
The Company has a excellent working environment, adequate experts and
professionals. It is equipped with necessary logistics to provide fully automated
merchant banking services.
Underwriting
Underwriting is considered as the heart of merchant banking. In order to raise long
term debt and equity from the primary market, the Government bodies, Enterprises,
Corporation or companies may seek intermediary assistance from ICML in the form
of underwriting. ICB Capital Management Ltd. (ICML) has emerged as the leading
underwriting institution in the country. ICML provides underwriting support singly or
through consortium to viable and prospective companies those seek to mobilize
finance by issuing equity and/ or debt instruments. ICML has the capability to render
efficient, prompt and cost effective service in this regard.
Process
There are two practices for underwriting – Outright Buy basis and Best-effort method.
In Bangladesh Outright Buy Method is in Practice. When a company seeks
underwriting help to ICML and it agrees with appropriate terms and conditions, they
bound each other in a contract. ICML communicate with its issuing banks. Generally
ICML serve the both role of Underwriter and Issue manager. After appointing the
bank to the issuer, activities of ICML as an issue manager end. As an underwriter,
ICML collects the share application through the banks then performs the lottery of
share application; at last perform necessary legal activities to enlist the company in
DSE.
There are certain conditions regarding underwriting. In the form of outright buying
method if there is any share left after the public offering the rest amount of share
have to finance by the underwriting company.
Conditions Applied
Government bodies, enterprises, corporation or company have to collect at least 50%
of their issued capital through public offerings.
10.61
To perform the job of an issue manager for the issue of shares and debentures,
ICML renders professional services to the issuers. While performing the function of
manager to the issue, ICML involves itself in preparing prospectus, helping the
issuers in getting the approval of prospectus from SEC and also arranges publication
of prospectus in the daily newspaper.
Process
When an issuer company approaches to ICML to perform the manager to issue
activities, they sequentially carry out the following activities.
Receiving the approval from SEC then ICML arranges the publication of
prospectus in the daily newspaper.
Then they appoint the bank to the issue (commercial banks) to collect the
application money from the public and they also settle the five working
days in which the applicants will submit the money.
Dhaka Electric Supply Company Ltd. Direct Listing 31.78 crore 16-4-2006
Private Placement
In addition to underwriting securities for distribution to the public, securities may be
placed with a limited number of institutional investors such as commercial banks,
insurance companies, investment companies and pension funds.
This process differs from the public offering of securities that we have described so
far. Here certain percentage of total securities are mostly offered to
Relatives
Existing Shareholders
Commercial Bank
Insurance Company
Pension Fund
Mutual Fund
In this method instead of providing prospectus to the potential investors, they serve
“THE MEMORANDUM OF DUEL PROSPECT”. It contains information about the
company’s assets & liabilities, financial positions, profit & losses and its future
prospects. It is also mentionable that the private placement memorandum is not
subject to SEC review rather the investors have their own SHARE DEPARTMENT
where well-knowledged persons are involved in analyzing those statements.
Process
Issue manager, ICML performs the following activities:
Initially they examine and analyze the financial statements (Profit- Loss
statements, Balance- Sheet and Cash flow Statements) of the Govt.
companies. After that they prepare the “INFORMATION DOCUMENT”
which contains information about the company’s asset & liabilities,
financial positions, profit & losses and its future prospects.
Receiving the approval , they directly place the share in secondary market
through ICB Security Trading Ltd. (ISTL)
At the first day of trading within a fixed time bracket ICML observe the
trading prices of shares. And then they fixed the lower limit or minimum
price of the share.
Company Lists
Following companies are issued through Direct Listing:
Portfolio Management
Portfolio management is the corner stone of ICML’s activities. Being a Leading
merchant banking institution, ICML contributes significantly to the development of the
capital market through active portfolio management. Two types of portfolio are
managed by ICML.
Investment Portfolio of
ICML
Here In FY 2003-04 the net investment was pretty low compared to next FY 2004-05.
Again on FY 2005-06 the investment decreases and finally on last FY 2006-07 it was
the lowest 3.47 crore
Here In FY 2003-04 the capital gain was pretty low compared to next FY 2004-05.
Again on FY 2005-06 gains decreases and finally on last FY 2006-07 it was the
highest Tk.6.55 crore.
We can also observe similar trend on dividend income in first FY 2003-04 it is the
lowest and FY 2006-07 it is the highest. In FY 2004-05 and FY 2005-06 it was
gradually increasing.
Now the change in Net Investments, Capital Gain and Dividend Income are shown in
graph in figure 1, 2, 3, respectively
Figure: 1
It shows the change in Net
Investment from FY 2003 -04 to Net Investments
FY 2006-07. In 2003-04 it was
9
Tk.4.23 crore. It has more then 8
7
doubled in FY 2004-05 amounting
Amount 6
Tk. 8.80 crore.In FY 2005-06 it has 5
(Tk. in
4
crore) 3
declined 43% from previous year
2
amounting TK.5.07 crore. Last FY 1
0
2006-07 it was lowest TK.3.47 2003-04 2004-05 2005-06 2006-07
crore Years
Figure: 2
Capital Gain
It shows the change in Capital
7
6
Gain from FY 2003 -04 to FY
5
Amount 2006-07. In 2003-04 it was
4
(Tk. in
crore)
3 Tk.1.76 crore. It has more then
2
1 doubled in FY 2004-05
0
2003-04 2004-05 2005-06 2006-07 amounting Tk. 5.61 crore.In FY
Years
Investors’ Scheme
ICML is mandated to manage investment portfolios of individuals under its Investors’
Scheme. This scheme enables an individual to open an investment account with
minimum deposit of Tk.10,000 (ten thousand) in both ICML Head Office and Branch
Offices. It grants loan at a ratio of 1:1 against the assets of an account subject to a
maximum limit of Tk.25.0 lac. An accountholder may use the combined balance of
his/her equities and loan to buy shares/securities in both primary and secondary
securities markets.. To help the investors to develop a diversified and balanced
portfolio in order to minimize risk and earn a reasonable return, ICML provides
professional advice and other support services.
Types of Accounts:
There are two types of investment accounts. They are:
No. of net operating accounts that of ICML from FY 2003-04 to FY 2006-07 are given
in a table and also the trend have been shown in Figure 5:
Figure: 4
Opening Account
An individual needs minimum deposit of Tk.10,000 (ten thousand) to open an
investment account in both ICML Head Office and Branch Offices. Other
requirements are given below:
The account holder has to be physically present while opening investment
account.
Prescribed account opening form has to be filled-up properly.
Two passport size photographs duly attested by an introducer or by a
gazette officer or any bank official.
The introducer needs to have an investment account in ICML.In
case of Nominee, signature and the photograph of the nominee is a must
It shows the trend in No. of Accounts Opened. Here in FY 2003-04 it was only 536. In
FY 2004-05 No. of account is 3405 No. of Accounts Opened
which 6 times greater then last year.
4000
Next FY the number falls to 1670 3500
3000
which is 50% less then previous and 2500
Year
Margin Loan Ratio:
1:1
Total deposits received and Loan disbursed amount from FY 2003-04 to FY 2006-07
are given in a table and also the trend have been shown in Figure 6:
(Tk. in crore)
300
Amount (Tk. in crore)
No. of accounts that have been closed during FY 2003-04 to FY 2006-07 are given in
a table and also the trend have been shown in Figure 7:
Sectoral Investments
On the table we can observe that on FY 2003-04 main investor sectors was Bank
around Tk.56 crore was invested in this sector. Other prominent sectors were
Govt./non govt.
Sectoral Investment for 2003-04 employees B anks
Retired Personnel Sectora l Inve stm ent for FY 2004-05C ament
C eramics
Engineers/Doctors/Lawy Engineering
ers
F o o d & A llied
Businessmen/
F uel & P o wer
Agriculturists
Insurance
Housewives/Working
women Investments
Students IT
P harmaceuticals & C hemicals
Workers Services & R eal Estate
T annery
Others
T extile
M iscellaneo us
B anks
B anks Sectoral Investment for FY 2006-07 C ament
Se ctora l Inve stm e nt for FY 2005-06 C ament
C eramics
C eramics
Engineering Engineering
Insurance Insurance
Investments Investments
IT IT
P harmaceuticals & C hemicals P harmaceuticals & C hemicals
Services & R eal Estate Services & R eal Estate
T annery Tannery
T extile Textile
M iscellaneous M iscellaneous
Bank Sector maintained their top position during these four financial years. At the
beginning most of the investments were done in this sector but later years other
sectors also flourished. During FY 2003-04 to FY 2005-06 Pharmaceutical and
chemicals and textile sector investment was pretty high. But during FY 2006-07 it
falls and Fuel and Power sector become quite prominent.
Classification of Investors
Number of
Accountholders
On the table we can observe that on FY 2003-04 Govt./Non Govt. employees were
dominating. Businessman and Agriculturist and Housewives/Working women were
other two prominent occupations. Student and workers were not defined. During FY
2004-05 the trend remained the same. Govt. /Non Govt. employees were leading.
Student and Workers new two segment were opened. During FY 2005-06 number of
total accountholders decreased compare to past year trend remained the same. In
Occupation 2003-04 2004-05 2005-06 2006-07
Cla ssifica tion of Inve stors FY 2003-04 C la ssifica tio n o f In ve sto rs F Y 2004-05
S tudents S tudents
Wo rkers Wo rkers
Others O thers
Govt. /Non Govt. employees were the major accountholders of the Investors’
Scheme of ICML. Businessman/ Agriculturists are holding the second position and
Housewives/ Working women third. During FY 2006-07 good number of students
opening account under Investors’ Scheme at ICML.
Investment Counseling
To help the investors build diversified and balanced portfolio to minimize risk and
earn a reasonable return, ICML provides professional advice and other support
services. It provides investment counsel to the issuers and investors including
financial engineering and corporate advisory services.
So far they have worked as Lien Banker for fisheries Industry. They have prepared
19 appraisal reports. Bangladesh Bank has stopped this fund activity for a while. In
near future they are planning to issue fund for IT industry and also hand over the full
responsibility of EEF to ICML.
Activities
The activities that are performed by ICML in this regards are discussed below:
It also prepared the costing report for the particular company. Bangladesh
Bank study that report and then issue funds not necessarily the exact
amount that is quoted by ICML, it can be less.
Bangladesh Bank also asks Lien Bank to check whether the particular
company has spent 51% of total investment. If they had carry out that
expenditure then only that company will be eligible to receive the 49%
amount on installment basis from Bangladesh Bank.
(Tk. in crore)
Resources
Authorized Capital 100.00 100.00 100.00 100.00
Paid-up Capital 8.00 8.00 8.00 8.00
Long Term Loan 10.00 9.38 7.17 4.97
Retained Earning 2.19 6.74 8.63 16.23
Total Asset 28.04 52.04 64.56 101.27
Investment In ICML's Portfolio 8.68 15.58 10.61 15.16
Working Capital 18.56 -6.85 -7.95 -15.01
Total Shareholders Equity 12.89 14.76 16.63 36.23
Issue Management
No of companies 7 4 5 6
Total Amount 113.52 155.68 207.31 469.00
Underwriting
No of companies 10 11 12 11
Total Amount 10.61 11.00 43.19 76.68
Investors Scheme
No of Accounts Opened 536 3405 1670 3625.00
Deposits Received 17.38 41.58 27.63 50.57
Loan Sanctioned 4.07 24.63 39.66 199.82
Investment Made 8.76 50.17 10.79 33.34
Asset-Liability-Equity:
Working Capital
Income-Profit Composition
Return on Asset
Return on Equity
Debt/Equity Ratio
Debt/equity ratio is a measure of a
company's financial leverage. It indicates
what proportion of equity and debt the
company is using to finance its assets.
Capital-intensive industries tend to have a
debt/equity ratio above 2. But ICML’s ratio
is very poor. It ranges 0.9 to 0.14.
Foe a sound capital market and for better capital formation, ICML is providing
services from the very beginning of its’ establishment and to mobilize savings and
contributing to our nation throughout.