Possession of NRBC through illegal transfer of shares

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NRB Commercial (NRBC) Bank Limited does not comply with many banking regulations. Allegations have been made against the Chairman, Vice Chairman and Executive Chairman for allocating and occupying 10 percent shares of the subsidiary company, 9 percent shares of the independent company owned by the bank and 5 and a half percent of the confiscated shares of the bank in violation of all the rules and regulations of the Bank Company Act.

Allegations have been received that Chairman SM Parvez Tamal, Vice Chairman Rafiqul Islam Mia Arju and Chairman of the Executive Committee Adnan Imam are involved in these illegal activities. Behind their activities is a powerful syndicate of Bangladesh Bank.

The report has received proof of these allegations. By reviewing the documents, it can be seen that on May 5, 2015, NRBC Bank Securities Limited, as a subsidiary company of NRBC Bank, received the approval of Bangladesh Bank for brokerage business. Its paid up capital was Rs.40 crores. As per rules, 100% ownership of the subsidiary will be in the name of the bank. But some people related to the bank including Parvez Tamal, Rafiqul Islam Mia Arju and Adnan Imam took 10 percent shares of NRBC Securities in their own name by violating the instructions of Bangladesh Bank.

It can also be seen that Parvez Tamal became the chairman of the brokerage house while he was the director of the bank. Which is against the Bank Companies Act. According to section 18(2) of the Bank Companies Act 1991, information on any shareholding is required to be disclosed in the annual report for the information of ordinary shareholders. But the annual report published from 2015 to 2020 did not mention any shareholding information. Which is an offense eligible for dismissal from the directorship according to section 6 of 18. Parvez Tamal was elected Chairman of the Board of Directors of NRBC Bank on December 10, 2017 despite breaking this law. It is alleged that he obtained the support of the majority of directors by showing various kinds of intimidation and temptation.

The issue of private ownership of shares of subsidiary companies came to the notice of Bangladesh Bank at the end of 2021. Bangladesh Bank ordered to return the ownership of the brokerage house to the bank for the benefit of the shareholders. On receiving this order, the three chose a novel strategy.

They sell (buyback) 10 percent shares of the face value of 10 taka to the bank at the price of 20 taka. As a result, shareholders suffer huge financial losses.

The parent NRBC Bank was listed on the stock market in March 2021. Collected 120 crore from the capital market by selling 12 crore shares of face value of 10 taka. When these shares are trading at the rate of 13 to 15 taka in the secondary market, the shares of their own subsidiary companies are bought back at the rate of 20 taka. There is a loss of about 4 crores on 40 lakh shares.

In 2018, Tamal, Arju and Adnan founded an independent company called NRBC Management. NRBC Management had 2 lakh or 9.14 percent shares in the ownership of the bank as per the RJSC approved Articles of Association at the time of commencement of the journey.

On the other hand, Parvez Tamal took ownership of 4 lakh 15 thousand 383 or 18.98 percent shares. Rafiqul Islam Mia Arju and Adnan Imam each had 1 lakh 38 thousand 461 shares or 6.32 percent.

Later, while Parvez Tamal was the chairman of the bank, the board of directors of the bank decided in a meeting in October 2020 that 2 lakh shares of NRBC Management owned by the bank will be transferred to the name of another shareholder.

Taking advantage of that decision, Parvez Tamal transferred the shares in his own name. As a result, Parvez Tamal established absolute dominance in this organization by owning 6 lakh 15 thousand 383 or 28.12 percent shares of NRBC Management. So naturally the question has arisen, has Parvez Tamal approved the transfer of 2 lakh shares of NRBC management through the board of the bank to write these shares in his own name?

A conflict of interest has arisen as a result of such activities. Those concerned believe that this has undermined the interests of the common shareholders and depositors of the bank.

Then on December 27, 2020 of that year, 1.2 lakh shares of NRBC Management were issued in the name of A&P Venture Limited, a company jointly owned by Parvez Tamal and Adnan Imam (House: 9, Road: 25/A, Block: A, Banani, Dhaka). . On the same day, Parvez Tamal took 3 lakh 74 thousand 617 shares, Adnan 3 lakh 11 thousand 539 and Arju 6 lakh 11 thousand 539 shares. By doing this, the three and their owned A & P Venture Limited became the owners of 45.94 percent of the shares of NRBC Management, another manpower and car supplier company. There is no information as to whether the NRBC management followed the rules for allotment of shares to the shareholders as per the existing rules of the Articles of Association. There is no information or record of deposit of specific amount in the bank account of NRBC management in favor of these three individuals and their related organizations in this share key process or vice versa.

In the 2022 special inspection and investigation report conducted by FICSD of Bangladesh Bank, the majority ownership of NRBC management by the chairman, vice chairman, chairman of the executive committee of the bank and illegal extra financial benefits of the bank.

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