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Associate Professor, Department of Business Administration, International Islamic University
Chittagong (IIUC).
Assistant Professor, Department of Business Administration, IIUC.
Lecturer, Department of Business Administration, IIUC.
40 The Role of Mudaraba Perpetual Bond …………
1. Introduction
When a company wishes to borrow money from the public for a long–term
basis, it usually does so by issuing or selling debt securities that is generally
called bonds. A bond is normally a fixed interest-bearing loan instrument,
meaning that the borrower will pay the fixed interest on predetermined time
schedules but the principal will be repaid at the end of maturity. The amount
that will be repaid at the end of the loan period is called the bond’s face value
or par value or maturity value. Government Bonds have much larger face
value. The number of years until the face value is paid is called the bond’s
time to maturity.
Interest rates change over time. The cash flows from a bond, however, stay the
same. As a result, the value of the bond will fluctuate. When interest rate rises,
the present value of the bond’s remaining cash flow declines, and the bond is
worth less. When interest rate falls, the bond worth is more. To determine the
value of a bond at a particular point of time, we need to know the number of
periods remaining until maturity, the face value, and the market interest rate
for bonds with similar features. This interest rate required in the market on a
bond is called the bond’s Yield to Maturity (YTM). But for calculating the
value of Islamic bonds requires average rate of return of market rather than
market interest rate because interest is prohibited in Shari’ah. By using this
information, we can calculate the present value of the cash flows as an
estimate of bond’s current market value.
Islami Bank Bangladesh Limited (IBBL) raised fund of Tk.3, 000.00 million
in the year 2007 by issuing Mudaraba Perpetual Bond (MPB). This bond is a
new instrument in the capital market of Bangladesh. It differs from other
category of securities available in the market, as it has no redemption facility
and predetermined interest rate.
4. Literature Review
The development of economy of any country depends mostly on the
establishment of sound, effective and efficient financial system in that country.
A well-developed financial system plays an important role in accelerating
economic growth by mobilizing savings and facilitating investment in an
efficient manner (Mu, 2007). Financial market consists of money market,
capital market, and derivative markets etc and play an important role for the
development of economy.
The debt market being an integral part of financial market plays a
complementary role in developing economy through allocation of funds to
different deficit sectors. The debt market consists of money market, mortgage
market, bond market and derivative market. The debt market of Bangladesh is
very small. An efficient bond market is important for managing public debt
and bank liquidity and for efficient conduct of the monetary policy. Without a
functioning bond market, the monetary transmission processes of policy
measures would be circumvented and the desired impact on the real economy
can not be fulfilled, which compromises the effectiveness of the monetary
policy operations (Jahur, 2009). Bangladesh’s bond market represents the
smallest in South Asia, accounting for only 12 percent of the country’s gross
domestic product (GDP) (World Bank Report). For developing our bond
market, Islami Bank Bangladesh Limited has played a pioneering role by
issuing Mudaraba Perpetual Bond (MPB) in the corporate level.
Conventional bondholders get predetermined rate of interest which is strictly
prohibited in Islamic Shariah. Interest or riba (usury) is a kind of social evil. It
is contrary to the welfare of people (Islam, 2005). As regards nature of usury
Allah SWT says,
42 The Role of Mudaraba Perpetual Bond …………
“Those who devour usury will not stand except as stands one whom the
statan by his touch has driven to madness. That is because they say:
„trade is like usury‟. But Allah hath permitted trade and forbidden usury.
Those who after receiving admonition from their Lord, desist, shall be
pardoned for the past. Their case is for Allah (to judge). But those who
repeat (the offence) are companions of the fire. They will abide therein
(forever).” (2:275)
When in an Islamic framework of society, interest is prohibited and business is
permitted, the banking or financial institutions are permitted to do business
under the same injunction. A business institution, be it trade, commerce,
industry, transportation, power, or agriculture has to work for profit. If
banking institutions are contributing to productivity, they have to share the
productivity in the form of profit; and profit can not be pre-determined before
the costs are booked against business revenue and the profit and loss account
is prepared (Sharif, 1996). IBBL declares the profit of the MPB after
completing income statement at the end of an accounting period.
4.1 About the Issuer
IBBL was established on March 13, 1983 as a public limited company under
the Banking Companies Act, 1913 (amended in 1994). The bank started its
operation on March 30, 1983 under the ambit of Banking Company
Ordinance, 1962 (amended in 1991) as the first interest free Shari’ah based
Commercial Bank with a mission to establish Islamic Banking through the
introduction of welfare oriented banking system. The Bank is enlisted with
DSE & CSE. IBBL has been declared as one of the 20 Blue Chip companies in
the country by DSE and as one of the 30 best companies by CSE. The bank
provides a wide range of Islamic banking services. The major portion of
investment portfolio of IBBL is towards corporate business while the rest is
towards SME, Specialized Schemes and retail investments. The bank carries
out its business activities through 254 branches with the total staff strength of
11,033.
Thoughts on Economics 43
Furthermore, the Malaysian bond market accounted for 8% of the total Asian
bond market (excluding Japan) in 2004.
Table 1:
Size of Local Currency Bond Market as a Percentage of GDP
End-March 2005 data
Government Corporate Financial
institutions
China 19.5 0.7 10.8
percent of GDP). The TFC issuers include both non-financial and financial
institutions as well as TFCs are based on legislation enacted in 1984, which
authorized the issuance of redeemable capital securities. As a debt instrument,
the TFC is slightly different from the traditional corporate bond because it was
specifically designed to comply with Sharia Law. The key difference is that
the TFC
substitutes the words "expected profit rate" for "interest rate." The amount of
TFCs outstanding is estimated using data on the date of issue, size of issue,
and the maturity date of the public portion of TFCs. This probably
underestimates the amount of TFCs since by law only 25 percent of the issue
has to be raised from the public. Further, it is assumed that amortization
payments are made in the form of a bullet payment on the maturity date.
Although many of the TFCs are amortized through bullet payments some have
different amortization structures.
The coupon rate on the TFCs display a wide variety with different fixed
coupons as well as floating coupons linked to various interest rates including
the discount rate, Pakistan Investment Bond (PIB) rates, and the Karachi Inter-
bank Offer Rate (KIBOR). As early as 1960s and 1970s, prior to
nationalization of the financial institutions, corporate debentures issued by
Pakistani companies were listed on stock exchanges with limited secondary
market trading. TFCs were issued by development finance institutions (DFIs)
as early as 1985, although these were placed privately. In 1988, Water and
Power Development Authority (WAPDA), a government owned statutory
organization, issued a five year bond. Over the period 1988 to 1994, WAPDA
issued Rs. 22.5 billion of bonds to the public. The market experience of
WAPDA bonds was disappointing due to two factors. First, WAPDA had to
delay repayments of its maturing bonds due to insufficient funds. Second, the
secondary market for the WAPDA bonds did not meet market expectations
due to the under capitalization of the market maker resulting in low liquidity
of the bonds. Although the first TFC was issued in 1995, the pace of issuance
did not take off until 2001 when the number of new issues (17) equaled the
total number of issues in the period 1995-2000. The sum of the new issues in
2001 was close to twice the total amount issued in the period 1995-2000. This
sudden surge in TFC issues was partially a result of the Government's decision
to bar institutional investors from NSS in March 2000. Table2 and Figure 1
show the evolution of the stock of outstanding TFCs.
48 The Role of Mudaraba Perpetual Bond …………
Table:2
CBB issued its second international sukuk, worth US$350 million, which is
listed on the London Stock Exchange, along with a previous issue of US$250
million. As the financial services regulator, the CBB is fully cognizant of the
importance of the asset management industry and the capital market in
attracting foreign capital and talent, and in facilitating economic development
and the creation of high value-added jobs. The new framework includes
Bahrain’s first-ever rules allowing collective investment undertakings (CIUs)
to target professional investors, such as hedge funds, derivatives and other
alternative investment vehicles. In keeping with Bahrain’s leadership in
Islamic finance, the new CIU rules also provide a solid foundation for the
establishment and management of funds that comply with Islamic principles.
The CBB is actively supporting a number of Islamic capital market-related
development initiatives, being undertaken by the International Islamic
Financial Market (IIFM), which the CBB chairs. Another Bahrain-based
organization, the Accounting & Auditing Organisation for Islamic Financial
Institutions (AAOIFI) has also recently issued a statement on sukuk, providing
important guidelines for sukuk issuers. It is the CBB’s hope that such
initiatives will go a long way in harmonizing market practices and creating a
deep and vibrant Islamic capital market, which though growing significantly,
remains small. There is a limited number of Islamic issuance in comparison to
the conventional fixed income market. The Islamic finance industry should put
substantial resources into creating a vibrant secondary market, including risk
management products for Islamic investors and developing Shari’a compliant
hedging mechanisms.
4.7 Bond Market of Bangladesh
The Bangladesh Bond Market is at a nascent stage. One of the main functions
of a bond market is to provide long term finance by creating alternative source
of finance through capital market. The main purpose of Bond market is to
provide stable source of income to the investors against volatile equity market.
The Bangladesh capital market is yet to develop required ground to create the
environment for a congenial bond market. The high rate of interest in the
market and government savings instrument, soft infrastructure for Bond
market, unrestricted bank finance etc. all are still congenial for a sound Bond
market. In addition the investors are more interested in short term gains
instead of waiting for higher returns. The mentioned scenario together with the
attitude of the Islamic minded investors against interest income is responsible
for non development of Bond market in the country. A number of listed
companies issued some debentures and listed them with stock exchange but
those debentures could not draw the attention of the investors. Some also
50 The Role of Mudaraba Perpetual Bond …………
failed to pay the installments. In recent days IBBL issued MPB and ACI
Company issued Zero Coupon Bonds with attractive tax incentives. BRAC
bank also issued BRAC Bank 25% Subordinated Convertible Bonds to raise
Tier-II capital to comply with the regulatory requirement of Bangladesh Bank.
Credit Rating Agency of Bangladesh (CRAB) Limited has assigned A3
(Single A three) rating to the proposed issuance of BDT 2,000 million 20%
convertible zero coupon bond by Jamuna Bank Limited (hereinafter also
referred to as JBL or the Bank). The objective of the proposed BDT 2,000
million (approximately) zero coupon bonds (ZCB) are to increase the Tier II
capital and thus increase the overall capital adequacy ratio of the issuer (JBL).
The Bank will issue ZCB worth BDT 2,000 million (approximately) having
maturity from 3-7 years having BDT 1,000 face value. Some of the
multilateral agencies operating in Bangladesh are ready to offer technical and
financial assistance to promote Bond market of the country. Bangladesh Bank
and SEC with support of the Ministry of Finance have been exploring the
feasibility and modus operandi to explore the issue for the interest of the
capital market.
4.8 Important Features of Mudaraba Perpetual Bond
The important features of MPB are as under:
a) It is at perpetual nature & will not be redeemed
b) It is listed at Stock Exchanges & is traded in the market
c) Investor is getting profit by deployment of Mudaraba Fund at the
weight 1.25 plus equivalent to 10% of declared dividend
d) The bonds are subordinated to the depositors but remain high
compared to the shareholders in respect of repayment of dividend &
profit
e) It is treated as supplementary capital (Tier-2 Capital) up to the
maximum 30% of Tier- 1 capital
f) It is treated as component of Mudaraba Deposit
g) It is governed by the rule and principle of utilization and distribution
of profit of Mudaraba Fund.
h) It is fully paid up
i) Bond holder is not entitled to any investment facility against the
bonds
Thoughts on Economics 51
objective of sharing the potential profit. At the core of any mudarabah contract
there are four basic conditions between the mudarib and the capital provider(s)
as follows:
Profit, when realized, has to be shared between the two parties in
accordance with a profit-sharing ratio pre-stipulated at the time of the
contract. Loss, in case it arises, would have to be born entirely by rabb
al-mal as the mudarib only loses his or her effort.
The rabb al-mal cannot interfere in the day-to-day management of the
mudarabah, apart from his or her right to restrict possible fields of
economic activity for the mudarabah. This provision, however, has to
be made clear within the mudarib contract.
The mudarib has a ‘hand of trust’ (yad amana) in the management of
mudarabah capital, which means he would work to his best effort and,
therefore, cannot guarantee capital or profit to rabb al-mal.
Loss of capital can be guaranteed by the mudarib only when such loss
proves to be the result of mismanagement or delinquency of the
mudarib; or where such loss results from a breach of the contract, like
violating restricted fields of economic activity.
IBBL Shari’ah board looks into the principles of shari’ah compliance from
time to time along with other investments of the bank. The investment of the
fund being collected against MPB is not ring fenced and is mixed up with the
overall asset pool of IBBL. Since the entire banking operation of IBBL is
based on shari’ah compliance, the additional business created out of the MPB
fund also remains Shari’ah compliant. However, the income against overdue
charges is to be carefully separated from normal income in order to keep the
income absolutely shari’ah compliant.
The MPB will not carry any fixed profit percentage; rather the profit
percentage will vary from time to time depending on the overall profitability
of the asset pool of the bank. That means the investors of MPB are exposed to
certain amount of business risk which is an essential requirement of income of
the MPB holders being shari’ah compliant.
4.11 Legal Status of the Bond Holders
Unlike the interest based traditional Bond; MPB is a subordinate instrument.
As a mudaraba instrument it gets priority over the shareholders in respect of
getting profit and also refund of principal in case of liquidation of the bank.
The bondholders will however, stand subordinated to the depositors in respect
of the payment of both profit and refund of principal. The MPB has been listed
Thoughts on Economics 53
with both the Bourse of the country and it remains freely transferable
depending on the market demand. The Bondholders are not entitled to enjoy
any rights and privilege as enjoyed by the shareholders except statutory
requirements.
4.12 Role of MPB for Development of Bangladesh Bond Market
The basic concept behind issuing MPB, however, is for the holders of the
MPB to share in the profits of large enterprises or in their revenues. Through
the issuance of MPB, IBBL plays a major role in the development of the
Islamic banking business and thereby contribute significantly to the
achievement of the noble objectives sought by the Shariah.
For meeting the essential requirement for developing a bond market, IBBL
issued MPB and enriched the Bangladesh bond market. It is the first corporate
bond in our capital market. Thus it is a milestone for Bangladesh bond market.
7. Recommendations
7.1 Recommendations to Overcome the Problems Related to MPB
The following recommendations are put forwarded to solve the problems
related to MPB:
1. IBBL should arrange seminars and workshops for the investors to
increase their awareness about the features (rate of dividend, 1.25
weightage, perpetual etc.) of MPB.
2. IBBL should disclose financial statements to the investors and it will
reduce bondholders’ default risk.
3. Since ACI Company and BRAC Bank offered convertible bonds,
IBBL should introduce convertible feature with the existing features of
the MPB to attract the investors.
4. IBBL should increase the percentage of declared dividend which will
be added with the 1.25 weightage.
5. Other Islamic Banks should come forward to issue their own mudaraba
bonds in the Bangladesh bond market.
7.2 Recommendations for the Development of Bond Market
The suggested ‘Road Map’ under the auspices of IFC to develop a bond
market in a country like Bangladesh is:
i) Rationalization of the Interest Rate Structure whereby the Government
borrows at the lowest possible rate to create a level playing field
ii) Establish benchmarking and long-term Yield Curve.
iii) Provide a Legal Framework of user friendly Rules & Regulations,
conducive to the creation and development of a market.
iv) Develop a system of issuance of future Sovereign Papers (Sanchaya
Patras etc.) of different maturities as Tradable and Transferable
Securities.
v) Fund future infrastructure projects through issuance of Government
and Private Bonds.
vi) Lower Registration and Issue cost of Bonds and Debentures.
vii) Create independent Credit Rating Agencies.
Thoughts on Economics 55
8. Conclusion
The bond market may play a very significant role in developing the economy
of Bangladesh. The Mudaraba Perpetual Bond is being traded in the country’s
capital market to pave the way to creating an Islamic bond market. Being
influenced by IBBL-MPB, ACI Company issued Zero Coupon Bonds with
attractive tax incentives. BRAC bank also issued BRAC Bank 25%
Subordinated Convertible Bonds to raise Tier-II capital to comply with the
regulatory requirement of Bangladesh Bank. Credit Rating Agency of
Bangladesh (CRAB) Limited has assigned A3 (Single A three) rating to the
proposed issuance of BDT 2,000 million 20% convertible zero coupon bond
by Jamuna Bank Limited (hereinafter also referred to as JBL or the Bank). The
Bank will issue ZCB worth BDT 2,000 million (approximately) having
maturity from 3-7 years having BDT 1,000 face value.Thus IBBL-MPB is
playing a role as a catalyst for developing Bangladesh Bond Market.
56 The Role of Mudaraba Perpetual Bond …………
REFERENCES
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Websites:
i) http://www.islamibankbd.com/home.php
ii) http://bd-ipo.blogspot.com/2010/01/aci-limited-aci-20-convertible-zero.html
iii) http://www.dsebd.org/forthcoming/Brac_Bonds.pdf