University of Dhaka Executive Masters of Business Administration Assignment on Regulatory Framework of Financial Reporting in Bangladesh Submitted To Prof.Dr. AMIRUS SALAT Submitted By Md Ashraful Rahman ID: 220201015 Subject: Corporate Financial Accounting (6101) Submission Date: 27th October, 2023 Financial Reporting: Financial reporting is the process of documenting and communicating financial activities and performance over specific time periods, typically on a quarterly or yearly basis. Companies use financial reports to organize accounting data and report on current financial status. Also, financial reporting is a crucial element of regulatory compliance for the organizations. It entails the compilation and dissemination of financial statements and other reports that give stakeholders a thorough picture of the financial performance, status, and prospects of a business. Financial reporting also ensures that investors obtain accurate information about a company’s operations, allowing them to make educated investment decisions. Financial Reporting Authorities in Bangladesh: Different types of organizations are regulated by different regulators under different regulations. So, disclosure requirements are different for different organizations. Some companies are financial in nature whereas others are non-financial in nature. The Registrar of Joint Stock Companies and Firms (RJSC) is the sole authority which facilitates formation of companies etc. and keeps track of all ownership related issues as prescribed by the laws in Bangladesh (Hossain 2011, pp. 23). RJSC deals with the different types of entities like private companies, public companies, foreign companies, partnership firms, etc. Bangladesh Bank (BB), central bank of Bangladesh, regulates all Banking and Non-banking Financial Institutions. Securities and Exchange Commission (SEC) regulates all of the listed companies whereas Insurance Development & Regulatory Authority (IDRA) Bangladesh is authorized to regulate the insurance companies. So, it is important to know the disclosure provisions under various legislations. The Companies Act 1994, the Bank Companies Act 1991, the Financial Institutions Act 1993, the Insurance Act 2010, the Securities and Exchange Ordinance 1969, Securities and Exchange Rules 1987, International Accounting Standards (IASs), or Bangladesh Accounting Standards (BASs), International Financial Reporting Standards (IFRSs) or Bangladesh Financial Reporting Standards (BFRSs), the Listing Regulations of Dhaka Stock Exchange Limited, the Listing Regulations of the Chittagong Stock Exchange Limited-CSE etc. are the most important legislations to govern the financial reporting environment in Bangladesh. So, it is important to identify the disclosure requirements of organizations depending upon the nature and their regulators. The Provisions Regarding Financial Reporting under the Companies Act 1994: After the establishment of Pakistan in 1947, Bangladesh became a province of Pakistan and was governed in accordance with the provisions of the Companies Act, 1913. After its own independence in 1971, Bangladesh adopted the old Indian Companies Act 1913 (amended in 1936) and replaced it subsequently by the Companies Act, 1994. This act is based on the Indian Companies Act 1956. All of the companies (non-financial, banking financial institution, non-banking financial institution, insurance company) registered with RJSC have to follow the provisions of the Companies Act 1994. The main provisions of the Companies Act 1994 regarding financial reporting are laid down under Sections 181 to 185. Section 181(1) of the Companies Act 1994 represents the obligation to keep the proper books of accounts. Section 183(2) states that the maximum time limit 5 to present a balance sheet and a profit and loss account at the annual general meeting is nine months except for companies having businesses outside Bangladesh. However, the Registrar may, for any special reason, extend this by a period not exceeding three months. According to the above provision, companies are not required to prepare any interim financial reports/statements. Section 184(1) requires directors' report along with financial statements. The Provisions Regarding Financial Reporting under Insurance Act 2010: Previous Insurance Act 1938 was repealed by Insurance Ordinance 2008 (Ordinance No. 47 of 2008). On March 2010 the Insurance Act 2010 was enacted. All insurance companies are operated under the Insurance Act 2010. The main provisions for mandatory disclosure of the insurance companies in Bangladesh under the Insurance Act 2010 are discussed in Section 26 to Section 41. As per Section 26 of the Insurance Act 2010 where the insurer carries on business of more than one class, he shall keep a separate account of all receipts and payments in respect of each class of insurance business. According to section 27, every insurer shall, at the expiration of each calendar year, prepare a balance sheet, a profit and loss account. It is also mentioned in this section that in respect of each class or sub-class of insurance business for which he is required to keep a separate account of receipts and payments, he has to prepare a revenue account in accordance with the provision. He has to prepare a statement mentioning the names of the persons involved in management and their activities (Section 27). The audited accounts and the abstract shall be printed, and four copies thereof shall be furnished as returns to the authority (Section 32). It is also a requirement of Section 34 that every insurer shall furnish to the authority a certified copy of every report on the affairs of the concern which is submitted to the members or policy-holders of the insurer immediately after its submission to the members or policy-holders as the case may be. As per Section 36, every return furnished to the authority or a certified copy thereof shall be kept by the authority and shall be open to inspection; and any person may procure a copy of any such return. Every insurer shall submit a statement of investments of assets to the authority under Section 41 of this Act The Stock Exchanges of Bangladesh and Financial Reporting: Development of financial reporting is related to the industrial and stock market growth of developing countries. It is observed that high standard of financial reporting is one of the important characteristics of developed market economies and there is a strong correlation between the level of disclosure and well-developed securities markets (Gray et al. 1984). There are two stock exchanges in Bangladesh – Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE). Dhaka Stock Exchange (DSE) was established in 1954 as a corporate body under the Companies Act 1913. However, it operated on a very small scale in the first 25 years of its existence. The DSE did not develop under the Pakistani regime during 1947-1971. After the emergence of Bangladesh in 1971, the DSE market ceased to exist due to the government policy of nationalizing all the major industries of the country (Hossain 1999, pp. 80). In 1976, the DSE was reactivated with nine listed companies due to the change in the attitude of the then government towards the development of the private sector and promotion of a market economy. As a result, the activities of the stock exchange expanded significantly since 1983 (Huq and Huq 1988). The Chittagong Stock Exchange (CSE) was established in 1995 as a not-for-profit public limited company. Both DSE and CSE have issued regulations namely Listing Regulations. In both of the regulations, Regulation 36 is related with disclosure. As per this regulation when a dividend (Interim or Final) is declared after the close of a financial year, such announcement to be made to stock exchange shall be accompanied by a statement showing comparative figures of the Turnover figure/Gross operating profit; Gross profit; Income from other sources; Provision for Taxation; Net profit after Taxation etc. So, there is no additional disclosure requirement, but the financial statements have to 11 be authenticated by the chairman, the chief executive officer, the finance director or the chief accountant. A brief overview of Financial System Regulatory Policy of Bangladesh bank: Bangladesh Bank acts as the Central Bank of Bangladesh which was established on December 16, 1971 through the enactment of Bangladesh Bank Order 1972- President’s Order No. 127 of 1972 The main functions of BB are (Section 7A of BB Order, 1972) 1. to formulate and implement monetary policy; 2. to formulate and implement intervention policies in the foreign exchange market; 3. to give advice to the Government on the interaction of monetary policy with fiscal and exchange rate policy, on the impact of various policy measures on the economy and to propose legislative measures it considers necessary or appropriate to attain its objectives and perform its functions; 4. to hold and manage the official foreign reserves of Bangladesh; 5. to promote, regulate and ensure a secure and efficient payment system, including the issue of bank notes; 6. to regulate and supervise banking companies and financial institutions. Core Policies of Central Bank Monetary policy The main objectives of monetary policy of Bangladesh Bank are: 1. Price stability both internal & external 2. Sustainable growth & development 3. High employment 4. Economic and efficient use of resources 5. Stability of financial & payment system Bangladesh Bank declares the monetary policy by issuing Monetary Policy Statement (MPS) twice (January and July) in a year. The tools and instruments for implementation of monetary policy in Bangladesh are Bank Rate, Open Market Operations (OMO), Repurchase agreements (Repo) & Reverse Repo, Statutory Reserve Requirements (SLR & CRR). Reserve Management Strategy Bangladesh Bank maintains the foreign exchange reserve of the country in different currencies to minimize the risk emerging from widespread fluctuation in exchange rate of major currencies and very irregular movement in interest rates in the global money market. BB has established Nostro account arrangements with different Central Banks. Funds accumulated in these accounts are invested in Treasury bills, repos and other government papers in the respective currencies. It also makes investment in the form of short-term deposits with different high rated and reputed commercial banks and purchase of high rated sovereign/supranational/corporate bonds. A separate department of BB performs the operational functions regarding investment which is guided by investment policy set by the BB's Investment Committee headed by a Deputy Governor. The underlying principle of the investment policy is to ensure the optimum return on investment with minimum market risk. Insurance Authority: Insurance Development and Regulatory Authority (IDRA) was instituted on January 26, 2011 as the regulator of insurance industry being empowered by Insurance Development and Regulatory Act, 2010 by replacing its predecessor, Chief Controller of Insurance. This institution is operated under Ministry of Finance and a 4-member executive body headed by Chairman is responsible for its general supervision and IDRA has been established to make the insurance industry as the premier financial service provider in the country by structuring on an efficient corporate environment, by securing embryonic aspiration of society and by penetrating deep into all segments for high economic growth. The mission of IDRA is to protect the interest of the policy holders and other stakeholders under insurance policy, supervise and regulate the insurance industry effectively, ensure orderly and systematic growth of the insurance industry and for matters connected therewith or incidental thereto. Regulator of Capital Market Intermediaries Securities and Exchange Commission (SEC) performs the functions to regulate the capital market intermediaries and issuance of capital and financial instruments by public limited companies. It was established on June 8, 1993 under the Securities and Exchange Commission Act, 1993. A 5-member commission headed by a chairman has the overall responsibility to administer securities legislation and the Commission is attached to the Ministry of Finance. The mission of SEC is to protect the interests of securities investors, to develop and maintain fair, transparent and efficient securities markets and to ensure proper issuance of securities and compliance with securities laws. The main functions of SEC are: I. II. III. IV. V. VI. VII. VIII. Regulating the business of the Stock Exchanges or any other securities market. Registering and regulating the business of stock-brokers, subbrokers, share transfer agents, merchant bankers and managers of issues, trustee of trust deeds, registrar of an issue, underwriters, portfolio managers, investment advisers and other intermediaries in the securities market. Registering, monitoring and regulating of collective investment scheme including all forms of mutual funds. Monitoring and regulating all authorized self-regulatory organizations in the securities market. Prohibiting fraudulent and unfair trade practices in any securities market. Promoting investors’ education and providing training for intermediaries of the securities market. Prohibiting insider trading in securities. Regulating the substantial acquisition of shares and take-over of companies. Conclusion To sum up according to Companies Act 1994 it provides basic requirements for financial reporting by all companies in Bangladesh. It is silent about either Bangladesh Financial Reporting Standards (BFRS/BAS) or International Financial Reporting Standards (IASs/IFRSs). However, The Securities and Exchange Commission of Bangladesh regulates financial reporting by listed companies. SER 1987 requires compliance with IASs/IFRSs as adopted in Bangladesh (these are known as Bangladesh Financial Reporting Standards and include Bangladesh Accounting Standards).