Report On

Course Title- Financial Institutes and Markets Course code-FIN3301 Section-B

Submitted to
Ms. Afia Akter
Senior Lecturer of Finance Department of Business Administration Northern University Bangladesh

Prepared by
Md. Towhidul Alam Md. Shahrokh Akanda Md. Ahasan Habib BBA 110103944 BBA 090103109 BBA 090102918

Date of submission- 25/07/2012

Table of Contents
SL. NO
1. Chapter-1 Introduction Definition of Merchant Bank 2. Chapter-2 Background of LankaBangla Finance Ltd Objectives Mission and vision Features Account Types 3. Chapter-3 Overall functions of Merchant Bank
Function of MB In Bangladesh Function of MB Out of Bangladesh 1315 4-12 1-3

Topic Title

Pag e No:

4.

Chapter-4
Issue management of LBFL Fund Management of LBFL 1623

Recommendations 5. Chapter-5 Conclusions References

2426

Chapter-1
Introduction to Merchant Bank

Introduction
Merchant Banking is a combination of Banking and consultancy services. It provides consultancy, to its clients, for financial, marketing, managerial and legal matters. Consultancy means to provide advice, guidance and service for a fee. It helps a businessman to start a business. It helps to raise (collect) finance. It helps to expand and modernize the business. It helps in restructuring of a business. It helps to revive sick business units. It also helps companies to register, buy and sell shares at the stock exchange. Investopedia A bank that deals mostly in (but is not limited to) international finance, longterm loans for companies and underwriting. Merchant banks do not provide regular banking services to the general public. According to the US Federal Deposit Insurance Corporation (acronym FDIC), "the term merchant banking is generally understood to mean negotiated private equity investment by financial institutions in the unregistered securities of either privately or publicly held companies." Business Dictionary financial institution that specializes in services such as acceptance of bills of exchange, hire purchase or installment buying, international trade financing, long-term loans, and management of investment portfolios. Merchant banks also advise on (and invest own funds in) acquisitions, mergers, and takeovers. The nearest US equivalent is an investment bank. From Investing Answer.com A merchant bank is a financial institution that engages in underwriting and business loans, catering primarily to the needs of large enterprises and high net worth individuals. In the British market, the term merchant bank refers to an investment bank.

From Financial Dictionary

Merchant bank is a British term for a bank that specializes not in lending out its own funds, but in providing various financial services such as accepting bills arising out of trade, underwriting new issues, and providing advice on acquisitions, mergers, foreign exchange, portfolio management, etc. According to Cox,D. merchant banking is defined as merchant banks are the financial institutions providing specialist services which generally include the acceptance of bills of exchange, corporate finance, portfolio management and other banking services. An organization that underwrites securities for corporations, advices such clients on mergers, and is involved in the ownership of commercial ventures. According to Mr. Rosenburg

Any person who is engaged in the business of issue management either by making arrangements regarding selling, buying or subscribing to the securities as manager; consultant adviser; or one rendering corporate advisory services in relation to such activities in the management. According to MOF, India In banking, a merchant bank is a financial institution primarily engaged in offering financial services and advice to corporations and wealthy individuals on how to us their money. The term can also used to describe the private equity activity of banking.

Investment Banking is an American synonym of merchant banking. Investment banks provide advice on mergers and acquisitions and are involved in financing industrial corporations through buying shares and selling them in relatively small lots to investors. In the context of Bangladesh, merchant banking includes all financial institutions that combine the functions of both development banking and investment banking.

Chapter-2
Overview of LankaBangla Finance Limited (LBFL)

2.1 Background of LBFL:

LankaBangla Finance Limited (LBFL) a joint venture financial institution established with multinational collaboration is in operation since 1997 having license from Bangladesh Bank under Financial Institutions Act, 1993. With institutional shareholding structure, educated & motivated human resources, friendly working environment & dynamic corporate culture has enabled LBFL to be a diversified financial services providing institution of the country. Technical support provided by Sampath Bank Limited, Sri Lanka has been working as a catalyst to emerge LBFL as most innovative financial solution provider strictly in compliance with the rules & regulations of Bangladesh Bank.

LBSL (Formerly known as Vanik Bangladesh Securities Ltd) started its stock broking business in 1997 trading on the Chittagong Stock Exchange (CSE) Ltd, while commencing trading on the Dhaka Stock Exchange (DSE) in 1998. The company was renamed LankaBangla Securities with effect from 27 April 2005 following a restructuring of the company.

Under the right of an enlightened board of directors, and the policy by the resourceful management, the company has emerged as one of the leading financial institutions in the country. Having strong presence and recognition in almost all financial product and service lines in the industry, LankaBangla is the lone financial institution which operates MasterCard & VISA card and provides third party card processing services to different banks.

LankaBangla Finance Limited (LBFL) is a private non-banking organization with Head Office at Safura Tower (Level 11) - 20 Kemal Ataturk Avenue, Banani, Dhaka - 1213, Bangladesh. With the assets of 22,380.00 million BDT, the nonbanking organization has diversified activities in deposits; invest in business and credit cards. LankaBangla Finance is playing an important role in providing lease in all market segments of customers, individuals, Small & Medium Enterprises, Commercial Houses, Large Corporate organizations. The total amount of lease has been provided 16,659.83 million BDT till its main investing projects are automobiles, etc. the policy has gained popularity among consumers.

SHAREHOLDERS The shareholding structure of LBFL consists of Commercial Banks, Investment Bank, Corporate & prominent Industrialists from home & abroad. The current structure is: Sl . N o 1. Foreign Sponsors: Sampath Bank PLC, Sri Lanka 2. a) Local Sponsors: One Bank Limited, Bangladesh 04.86 % b) SSC Holdings Limited, Bangladesh 01.07 % c) Shanta Apparels Limited, Bangladesh 01.84 % d) Others - Bangladeshi Individuals 21.53 % 29.30% 09.47% Details Percentage

3.

General Shareholders: Shareholding Structure

61.23% 100.00 %

LankaBangla Finance went for public issue in 2006 and its shares are listed in both Dhaka Stock Exchange and Chittagong Stock Exchange since 17-October2006 and 31-October-2006 respectively.

Vision Growing Together.

To be the nation's most sought after facilitator in creating, nurturing and maximizing value to the stakeholders, the society, and the environment.

Mission
To lead by example through a committed team of nurtured resources fostering ownership that motivates thriving towards excellence in knowledge, systems, processes and procedures, thereby empowering the organization on at every level to deliver the highest quality of product, customer care, and stakeholder value keeping environmental safety a priority.

2.4 Objectives of LBFL:

a. Strategic Objectives: Enrichment & expansion of financial offerings by introducing new product and service lines through proper diversification and customization of existing products & services for ensuring maximum market coverage to meet & exceed stakeholders needs & expectations; Continuous improvement in operational processes through technological advancement, employee capacity building through human resources development programs, thereby ensuring effective and efficient utilization of resources to maximize the value of the company; Strengthening building blocks to consolidate the product & service framework and maintaining strict compliance to good governance norms and regulations to ensure long term sustainability of the company; Building synergy among resources and activities to ensure maximum outputs from resource inputs; Contribute to the society to share the achievements of the company with the nation putting priority to ecological balance of the environment in our way of doing business, thereby ensuring long term economic potential for us as well as our society.

b. Financial Objectives: To be the most preferred financial services provider; To maximize the value of being our customer, shareholder or employee; To build and retain a team of highly skilled human resources through talent hunting, nurturing, training, developing and motivating through rewarding to deliver the highest level of customer service; To build state-of-the-art technological framework for ensuring faster, accurate, timely and risk calculated operations capable of coping with ever increasing financial and operational complexities; To develop and maintain an organizational culture committed towards ownership thriving for continuous innovation and improvement in our

way of doing business to meet and exceed stakeholders ever growing expectations;

2.5 Features of LBFL:

Safe & Secured; High Return; Flexible/Diversified Deposit Scheme tailored to your needs; Minimum deposit amount of Tk. 100,000; Minimum duration---Six Months for individual & institution as directed by Bangladesh Bank ; Interest payment periodically (Monthly/Quarterly/Half-Yearly/Annually) as per client choice; No incidental costs; Premature encashment allowed after completion of minimum duration; Specialized customer service; Depositor can nominate nominee(s) to withdraw the deposited amount in absence of depositor; Legal guardian can open deposit in the name of minor; Any Individual/Firm/Corporate Houses are eligible to participate in the Deposit Scheme of LankaBangla.

2.6 The Structure of LBFL:

The organization structure and corporate of LankaBangla Finance Limited (LBFL) strongly reflect its determination to establish, uphold and gain a stronger as an organization which is customer-oriented and transparent in its management.

Board of Directors: The Board of LankaBangla Finance Limited consists of 10 (ten) members, elected from the sponsors of the nonbanking organization.

Board Committees: The Board of Directors who also decides on the composition of each committee determines the responsibilities of each committee.

Executive Committee: The committee has 8 (eight) members. Audit Committee: All internal audit facts are executives by the audit committee. The committee has 4 (four) members. Management Committees: Under management committee there are 11 (eleven) members and also there are 8 (eight) committees. These are:

Human Resource Committee: There are 4 (four) members. Internal Control and Compliance Committee: There are 10 (ten) members. Management Credit Committee: There are 5 (five) members. Anti Money Laundering Compliance Committee: There are 5 (five) members. Asset Liability Management Committee: There are 8 (eight) members. IT Development Committee: There are 3 (three) members. Credit Card Operations Committee: There are 7 (seven) members. BASEL II Implementation Committee: There are 7 (seven) members.

2.7 Divisions of LBFL:

All policy formulations and subsequent execution are done in the Head Office. It comprises of 10 (ten) major divisions namely Treasury Division, Credit & Investment Division, Accounts Division, Human Resources Division, Marketing

Division, Credit Administration Division, Information Technology Division, Research and Development Division, Audit and Compliance Division, Training and Development Division. Besides these main divisions, there are 7(seven) branches including Dhaka, Chittagong and Sylhet branches to look after the non-banking operations. The structures and sanctions of each of the divisions of LBFL are described below: Treasury Division Credit & Investment Division Accounts Division Human Resources Division Marketing Division Credit Administration Division Information Technology Division Research and Development Division Audit and Compliance Division Training and Development Division

Types of Account offered by LBFL

1. CTA (Cash Trading Account) 2. FTA (Foreign Trading Account) 3. MTA (Margin Trading Account) 4. NITA (Non Resident Investors Taka Account)

CTA (Cash Trading Account) CTA (Cash Trading Account) is a facility that is provided to clients for trading with their own finance. Features: * Orders can be received through email, telephone or fax.

* Trade execution confirmation is provided to client. * Regular emailing of Portfolio Statement.

Eligibility: * Any citizen of Bangladesh. * Age must be above eighteen.

FTA (Foreign Trading Account) FTA (Foreign Trading Account) is a facility that is provided to the foreign institutional clients, comprising of different funds, international brokers, banks etc, who are interested in trading Bangladeshi securities. Features:

Dedicated booth for foreign trades with access to Bloomberg terminal on the trading desk. Orders can be received through email, Bloomberg EMSX, IB, fax. Trade execution confirmation can be provided through email, Bloomberg EMSX, IB, fax (according to client preference). Settlement done through DvP RvP basis. Execution updates are provided time to time.

Eligibility: * Foreign intuitional clients only.

MTA (Margin Trading Account) MTA (Margin Trading Account) is a facility that is provided to clients for trading with margin loan. The margin loan and interest rate can be varied with respect to market condition.

Features: Orders can be received through email, telephone or fax. Trade execution confirmation is provided to client. Regular emailing of Portfolio Statement.

Eligibility: Any citizen of Bangladesh. Age must be above eighteen.

NITA (Non Resident Investors Taka Account) NITA (Non Resident Investors Taka Account) is a facility that is provided to nonresident individuals/institutions including non-resident Bangladeshi nationals who are interested in trading Bangladeshi securities against foreign exchange remitted from abroad.

Features: Non-resident portfolio investors have to open a Non-resident Investors Taka Account (NITA) with any authorized dealer in Bangladesh funding the purchase and easy repatriation of the sales and income proceeds. Securities can be purchased only through a member/registered broker of the stock exchange. E.g. LankaBangla Securities Ltd. (LBSL). However, public issues not yet listed in a stock exchange can be bought directly from the issuing company. For the purpose of trading securities, investors need to open a security account/trading account with stock broker listed with the exchanges. E.g. LBSL Funds from NITA can be used to purchase shares and securities listed in a stock exchange.

The balances in this account are freely remittable abroad in foreign exchange.

Eligibility: Non-Resident individuals (Foreigners and NRBs). Foreign intuitions. Institutions located abroad which are owned by NRBs.

Chapter-3
Overall Function of Merchant Bank

Overall Merchant Banking Operations

Although in the U.S., merchant banks offer a wide range of activities, including portfolio management, credit syndication, acceptance credit, counsel on mergers and acquisitions, insurance, etc, in case of our country, these services may differ. In Bangladesh, a merchant bank can perform multiple operations including underwriting, issue management, portfolio management, merger & acquisition etc. The merchant banking activities were largely fostered by two distinct developments: Merger & acquisition activities and increased demand for venture capital.

Functions of Merchant Banking In Bangladesh

1. Underwriting 2. Issue Management 3. Portfolio Investment Management Services 4. Merger and Acquisition 5. Credit/loan syndication 6. Corporate Advisory services
Financial Restructuring

Out of Bangladesh
1. Portfolio management 2. Credit/loan syndication 3. International Trade financing 4. Acceptance credit 5. Advisory services to mergers and takeovers 6. Insurance 7. project finance and Counseling 8. Corporate Advisory services 9. Consultancy to sick industrial units 10.Leasing 11.Issue Management 12.Refund Banker 13.Monitoring Agency 14.Debenture Trustee

Merchant banks first arose in the Italian states in the Middle Ages,1 when Italian merchant houses-generally small, family-owned import-export and commodity trading businessesbegan to use their excess capital to finance foreign trade in return for a share of the profits. This trade generally consisted of lengthy sea voyages. Thus, the investments were very high risk: war, bad weather, and piracy were constant threats, and by their nature the voyages were long-term and illiquid. Later, the center for merchant banking shifted from the Italian states to Amsterdam and then, in the eighteenth century, to London, where immigrants from Prussia, France, Ireland, Russia, and the Italian states formed the core of early British merchant banking. Like the Italian and Dutch houses before them, these British houses were generally small, familyowned partnerships, and most of them continued both to trade for their own businesses and to finance the trading by others. By the end of the eighteenth century, however, the British merchant houses had increased in size and sophistication and began specializing in trade, marketing, or finance. As the nineteenth century opened, virtually no mercantile houses remained focused on both trade and finance.

Chapter -4
Issue management and Fund Management

Issue management
Issue Management function of merchant Banking helps capital market to increase the supply of securities. Being a Issue Manager these FIs provide assistance to the Private Limited Companies intended to be converted into Public Limited Companies by way of obtaining necessary permission from the relevant authorities, preparing prospectus for public issue of shares and debentures, involving itself in the collection of application money, scrutiny of applications, arranging for lottery relating to allotment, if required, allotment of shares and debentures, refund of application money etc.

The issue management includes the following functions with respect to issue through prospectus:

1. Planning for the IPO process 2. Establish a board of directors for the newly formed public company. 3. Hire IPO team (Investment Banker, Legal Council, SEC Expert, Outside Auditor, etc.) 4. Obtain approval for the issue from the SEC 5. Draft prospectus and finalize the prospectus 6. Arrange underwriting for the proposed issue 7. Obtain clearance from the stock exchange, auditors, underwriters and registrar of companies.
8. File prospectus with SEC (Securities Exchange Commission) and Membership with stock exchange is complete. 9. Arrange press conferences through advertising agency and sell the company to investors.

10. Finalize the terms of issue to make the issue more attractive.
The IPO process can be very complicated. There are certain steps you must take along the way. These steps will help insure that your IPO is successful. Planning for the IPO Process You need to determine at the beginning whether it's a good time for an IPO. Choosing the ideal time to go public is very important. Plan in great detail what you hope to accomplish. Examine your financial needs and wants. It's helpful for a business to act like a public company even before it goes public. This can be done a couple of years in advance of the IPO. Develop a business plan and prepare financial statements. Choosing Underwriters Most companies use underwriters to help them with IPOs. Choosing the right underwriters is key to having a successful offering. They're usually the ones responsible for buying and selling the securities to the public. They're also responsible for investigating your business to verify the financial information

given to the investors. You should select the underwriters at least a few months before the IPO date. Filing a Prospectus Your business must file a registration statement with the Securities and Exchange Commission (SEC). This statement contains detailed information about the offering. It also includes information about the business, its financial history and its future plans. The registration statement becomes the preliminary prospectus once it's filed with the SEC. A prospectus is a legal document explaining the securities offered to the public. The preliminary prospectus is also called the red herring. It's called this because red ink is used on the front page to indicate certain information may change. The SEC will examine the registration statement during a "cooling off" period. It informs the business of any necessary changes. The statement becomes the official prospectus once any necessary amendments are made. The prospectus can be used by the public to help them determine whether they want to purchase the securities for sale.

IPO Promotion A business going public has to market the IPO. Arrange press conferences through advertising agency Final Offering Price and Amount Choosing the final offering price and the amount of securities to be sold are very important decisions. Market conditions and the expected demand for the securities need to be examined closely. These final decisions are usually made right before the offering. Selling on the Stock Market

The IPO is normally declared effective a few days after the final prospectus is received by the potential investors. This declaration is usually done after the stock market has closed. The securities will then be available for trade the next day. The IPO will hopefully be successful and provide new capital for the business for their present and future plans.

Before the IPO Process is complete, it is essential to implement all of the necessary controls, procedures, and systems that will now be required within "public life." Staff changes must be made, new financial systems tested, functions like human resources must be managed, etc. The entire IPO process is much more involved than most people realize. A great IPO team and proper planning are the key to a smooth IPO process. Before considering an IPO, remember some of the key disadvantages. Once public, your company will be operating in a fish tank, much more visible to outsiders. This will require servicing investors, the SEC, and other interested parties. And don't forget you will have to pay at least $ 500,000 per year in accounting and director liability insurance fees. Going public has got to fit with your strategic plan for growth if you expect the benefits to outweigh the costs. Don't overlook the single biggest source of money, investments made by other companies in emerging, high-growth companies. For many companies, the IPO process is a grueling and wrenching process that fails to meet expectations. Planning well in advance is the key to a successful IPO.

Fund/Portfolio Management
Portfolio management refers to investment in different kinds of securities such as different types of equity securities issued by different companies and government securities. Two types of accounts are available in LankaBangla Investments Ltd. One of them is discretionary portfolio account, AlphaPlus, (managed by Investment Team of LBI) and another one is Non-Discretionary portfolio account (Managed by clients). In the portfolio management services, LBI do vast research and maintain proper combinations of securities in manner

which gives maximum return with minimum risk for LBI discretionary clients. LBIs portfolio management service is designed to provide personalized, secure and simple financial solutions for a wide range of investors who wish to enhance their opportunities while minimizing their administrative burden.

Secondary Market Services

LBI offers a selection of investment services and opportunities to both individual and institutional clients. By combining portfolio management expertise with knowledge of the market, objective advice, continuous market access, fast execution of trades and the best research team we can bring out the best solutions for each individual with different investment objectives. LBI has a commanding view of the capital markets and an expert understanding of whats driving investment trends. Using multiple information sources and a group of expert analysts and researchers, we deliver up-to-the-minute market information to help clients take more informed decisions.

Portfolio manager is a person responsible for investing a mutual, exchange-traded fund asset and also responsible for implementing investment strategy and managing the day-today portfolio trading. The portfolio manager is an important factor that needs to be considered regarding fund investing. He undertakes the management and administration of portfolio of securities and funds of clients on their behalf. Portfolio management is the art of making decisions about investments and policy, allocating assets for individuals and balancing risk against performance. Portfolio management can be classified into two types1. Discretionary portfolio management ALPHA PLUS (Investments Best
Managed) LBI offers you the unique opportunity to invest in its discretionary i.e.

managed portfolio service named as Alpha Plus which is operated by a highly capable portfolio management team supported by a full-fledged research team. This service will save your time and maintain your portfolio prudently by experienced investment professionals.

Characteristics of Alpha Plus: o Minimum Investment: Individual: Tk. 500,000/Corporate: Tk. 1,000,000/o Minimum Investment Horizon: 1 year Objective of Alpha Plus (Discretionary Portfolio Account): The funds in Discretionary account will be invested in various securities from the approved list considering suitability of the respective clients. The purpose of the policy is to guide the portfolio managers to:
Take a reasonable amount of investment risk based on clients risk profile. Maximize return at that risk level. Maintain a prudent diversification of the investment assets. Meet the financial goals of each client category. Maintain a level of cash reserve in order to meet short term emergency expenditures. Periodically monitor and revise the portfolio as required.

2. Non-discretionary portfolio management (Investors Portfolio Account or IPA Scheme) In this type of management the manager manages funds according to the directions of the client. Major Features of IPA Scheme:

Clients have absolute discretionary power to make their buy and sell decisions from the securities approved by the portfolio manager.

All the securities purchased by the clients shall remain in line in favor of portfolio manager. Portfolio manager will administer the investment of the clients and also provide the total custodian services. Clients will enjoy trading facility in both the Dhaka and Chittagong Stock Exchange. To facilitate the clients to enhance their return on investments through leveraging, the portfolio manager will extend margin loan to the clients. No restriction on capital withdrawal by the clients. Fund management fee is one of the lowest in the industry. No trigger selling without discussing with the client. Opportunity to apply in the IPO through LBIs omnibus account.

Fees and Charges

1. 2. Documentation Charge -Tk. 500 Management Fee (To Be Charged Yearly) -1.5% p.a. assets value of

Portfolio 3. 4. Interest On Margin ( To Be Charged Yearly) -16.50% p.a Brokerage Fee -0.35% of transaction

Why LankaBangla Investments for your Portfolio Management?

Provides the best possible investment avenue for your savings Creates opportunity to maximize your risk adjusted return Provides investment counseling to minimize risk Broaden the base of investment Ensures security dealing promptly and efficiently through the best brokerage house of the country Provides loan at reasonable rate of interest with good track record

Simple and hassle free procedure of opening and maintaining the account Provides professional counseling in various merchant banking fields Deputed and experienced professional team to serve the clients

Recommendations: LBFL should provide the certificate of the all type of deposits. Deposit process and giving certificates should be faster. The invest sector should be the moderate and more. The deposit policies should be revised to moderate and made easy for the clients. LBFL also should concentrate on the promotion activities; that all levels of client know about their services. The interest rate should be more attractive than their competitors.

Chapter-5
Conclusion and References

Conclusion:

In Bangladesh commercial Banks have spread their command in financial system, but we have to recognize the fact that non-Bank Financial Institutions are also significant for smooth economy. Company like LBFL is providing some additional and dynamic financial services which helped them to become well known. In one hand they are providing support for those financial sectors that was not served by commercial bank. As an efficient company LBFL helps in minimizing risk which in turn helps the economy as a whole. As LBFL becoming stronger and efficient day by day it can be hoped that if they get necessary support from government it will be able to play a more historic role in the economic development of Bangladesh.

I also find that LankaBangla specialize in providing you with instant cash through the purchase of accounts receivable or debts outstanding which is a financing technique known as Factoring. Factoring moves your cash flow forward creating immediate cash to improve your financial position and increase your purchasing power.

As the Non-banking financial institution it is searching for new area of business and collect information about the potential sector as well as to prepare strategy for getting competitive advantage. Lastly, I can said that the Non-banking financial institution have huge opportunity to increase business and profit in the Bangladeshi economic. Its plan should be innovative to do these jobs.

References
Web sites

https://www.mbvt.com/ http://www.lbsbd.com/ www.bdstock.com/ipo/LBSecuritiesLtd.pdf www.lbsbd.com/News/LankaBanglaNews.aspx www.linkedin.com/company/lanka-bangla-securities www.thedailystar.net/newDesign/news-details.php?nid=220860 www.merchantbank.com.gh/ www.investopedia.com/terms/m/merchantbank.asp http://en.wikipedia.org/wiki/Merchant_bank http://www.lankabangla-investments.com/why_lbil.php http://www.lankabangla-investments.com/history.php http://www.lankabangla-investments.com/primary_market_services.php http://www.investinganswers.com/keywords/bank/merchant-bank-1820 http://www.investopedia.com/terms/m/merchantbank.asp#ixzz21SzclHwbIn http://www.businessdictionary.com/definition/merchantbank.html#ixzz21T0fazDy

Other Sources Annual Report of Lankabangla finance ltd Official Web sites: http://www.lankabangla.com/