SEC
Quarterly Review
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Oct-Dec
2001 |
SEC
Quarterly Review
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Oct-Dec
2001 |
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NEW
ORDER / NOTIFICATIONS |
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Securities and Exchange
Commission Jiban
Bima Tower 10,
Dilkusha (15th ,16th and 20th Floor) Dhaka –
1000
Order Dated the 4 October, 2001
c. c. Annual
General Meeting (AGM) shall be held within 6 (six) months from the close
of the financial year; d. d. The
provisions of the securities and other related laws shall also be complied
with. By order of the Commission Manir Uddin Ahmad Chairman,
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Securities and Exchange
Commission Jiban
Bima Tower 10,
Dilkusha (15th ,16th and 20th Floor) Dhaka –
1000 NOTIFICATION Dated the 26 November, 2001
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No.
SEC/CMRRCD/2001-14/24/Admin/03-03-Whereas, the Securities and
Exchange Commission deems it
fit that the consent already accorded by the Commission, or to be accorded
by it in future, to the issue of capital of Bangladesh, or to the public
offer of securities for sale, should be subject to certain further
conditions in the interest of investors and the capital market; |
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Now, therefore, in
the exercise of the power conferred by section 2CC of the Securities and
Exchange Ordinance, 1969 (XVII
of 1969), the Securities and Exchange Commission hereby imposes the
following further conditions to
the consent already accorded by it, or to be accorded by it in future, to
the issue of capital in Bangladesh, or to the public offer of securities
for sale, namely:- |
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1.1. The board of directors of the issuer company of a listed
security, while considering /adopting
any audited financial statements, shall, in the same board meeting,
also fix the date of the relevant annual general meeting and take specific
decisions with regard to :
(a) recommending or not recommending dividend for the shareholders on the basis of said financial statements; and (b) the shareholders who shall be entitled for such dividend, if recommended
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2.The
decision about recommending or not recommending dividend and entitlement
for such dividend, if recommended, cannot be changed prior to holding of
the annual general meeting in terms of condition 1 above |
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By order of the Commission Manir Uddin Ahmad Chairman,
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Securities and Exchange Commission Jiban
Bima Tower 10,
Dilkusha (15th ,16th and 20th Floor) Dhaka –
1000 Securities
and Exchange Commission
(Over – the- Counter) Rules,2001 NOTIFICATION Dated the 12 December, 2001
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No. SEC/CMRRCD/2001-16/31/Admin-03/04-In exercise of
the power conferred by section 33 of the Securities and Exchange
Ordinance, 1969 (XVII of 1969), the Securities and Exchange Commission
makes, with prior publication, the following Rules, namely:- |
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1.
Short title.-
(1) These rules may be called the Securities and Exchange Commission
(Over-the-Counter) Rules, 2001 |
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(2)
These rules shall be applicable for the unlisted and delisted
securities and shall come into force with immediate effect |
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2.
Definitions.- (1) In these rules,
unless the context otherwise requires,- |
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(a)
“Commission” means the Securities and Exchange Commission (or
in short ‘SEC’) established by wmwKDwiwUR I G·‡PÄ
Kwgkb AvBb, 1993 (1993 m‡bi 15 bs AvBb); |
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(b)
“delisted security” means a listed security subsequently
delisted for any reason whatsoever; |
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(c)
“exchange” means a stock exchange established under the
Securities and Exchange Ordinance, 1969 (XVII of 1969); |
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(d)
“listed security” means a security listed with any exchange
under its listing regulations; |
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(e)
“over-the-counter” (or in short ‘OTC’) means the facilities
provided by an exchange for the purpose of buying or selling of unlisted
or delisted securities under these rules; |
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(f)
“prescribed” means prescribed under these rules with prior
approval of the Commission; |
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(g)
“stock-dealer/stock-broker” means a stock-dealer or
stock-broker of an exchange who is registered with the Securities and
Exchange Commission under wmwKDwiwUR I G·‡PÄ Kwgkb (÷K wWjvi, ÷K †eŞvKvi
I Aby‡gvw`Z cÖwZwbwa) wewagvjv, 2000; |
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(h)
“unlisted security” means a security issued by a public limited
company but not listed with any exchange under the listing regulations. |
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(2)
Words and expressions used herein and not defined, but defined in
the Securities and Exchange Ordinance, 1969 (XVII of 1969), wmwKDwiwUR
I G·‡PÄ Kwgkb AvBb, 1993 (1993 m‡bi 15 bs AvBb), the Rules and Regulations made under the said
Ordinance and AvBb, and the ‡Kv¤úvbx AvBb, 1994 (1994 m‡bi 18 bs AvBb) shall have the same
meanings respectively assigned to them in the said Ordinance, AvBb, Rules and Regulations. |
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3.
Application for availing OTC facilities.- (1) The issuer of an unlisted or delisted security
shall apply to the exchange, as designated by the Commission, through a
stock-dealer/stock-broker in the form prescribed by the exchange for
availing the OTC facilities for buying or selling of such security on
payment of prescribed fee, etc. to the exchange. |
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(2)
The companies who have not offered securities for public
subscription but have issued securities with the consent of, or deemed to
have obtained consent from, the Commission shall be eligible for availing
OTC facilities subject to the following conditions:- |
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(a) the paid-up capital of the companies shall be at least taka one crore; (b) they are regular in holding annual general meetings; and (c) there are no accumulated losses.
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(3)
The exchange shall also provide OTC facilities to any issuer of an
unlisted or delisted security as directed by the Commission |
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4. Discontinuation, haltage, suspension, etc. of OTC facilities.- (1) The exchange
shall discontinue the OTC facilities for any security at OTC with effect
from the date of listing or relisting of the concerned security with any
exchange; or at the request of the issuer company concerned - if there
remains no public shareholder other than the sponsor-shareholders in the
company |
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(2)
The exchange, or the Commission, as the case may be, may
discontinue, halt or suspend any time, the buy or sale of any security at
OTC, if it is deemed to be proper in the interest of the investors and the
capital market, after giving an opportunity of being heard to the issuer
company concerned |
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5. Buy or sale of securities at OTC.-(1) Buy or sale of
securities at OTC shall be conducted
by or through a
stock-dealer/stock broker of an exchange |
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(2) The exchange
shall prominently display the following in front of its designated
counter, or in its computerized system, as the case may be, on each
working day: |
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(a) A full list of the securities available at OTC;
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6.
Payment and delivery by the exchange.- (1)
The exchange shall receive, in advance, the securities at OTC from the
selling stock-dealer/stock-broker against issuance of an official receipt
to him mentioning details of such security, including the selling price,
commission or charges separately, for subsequent payment to the selling
stock-dealer/stock-broker after sale of the concerned securities by the
exchange |
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(2)
The buying stock-dealer/stock-broker shall make full payment,
including the commission or charges, to the exchange through bank pay
order/demand draft on the day of buy of securities at OTC. |
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(3)
The exchange shall deliver the concerned securities to the buying
stock-dealer/stock-broker on the working day following the day of
crediting the amount of the pay order/demand draft in the exchange’s
bank account maintained for the purpose. |
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(4)
The buying stock-dealer/stock-broker shall, within three working
days of taking delivery of the concerned securities from the exchange,
deposit the securities with the issuer company for registering the
securities in his name, or in the name of his customer, as the case may
be, and submit a copy of the deposit receipt thereof issued by the issuer
company to the exchange within the next two working days of issuance of
such receipt. |
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(5)
The issuer company shall effect necessary transfer of the deposited
securities in the applicant’s name and keep ready for delivery of the
securities to the depositor within five working days of its receiving the
securities under intimation in writing simultaneously to the exchange, the
stock-dealer/stock-broker and the applicant concerned |
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(6)
The exchange shall make payment of the due amount to the selling
stock-dealer/stock-broker by cheque on the first working day following the
receipt of confirmation of transfer of shares from the issuer company
after the sale unless written objection, if any, along with the acceptable
evidence, is received by the exchange either from the buying
stock-dealer/stock-broker or the issuer company about any defect in the
concerned securities |
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(7)
The selling stock-dealer/stock-broker of the defective securities
shall be liable to make good the losses, if any, sustained by the buyer in
this respect, as determined by the exchange, along with the interest
calculated at 1.5% per month on the value of trade and the exchange’s
commission or charges, within seven working days of serving a written
notice by the exchange upon the selling stock-dealer/stock-broker
concerned, failure of which the selling stock-dealer/stock-broker
concerned shall be barred from any trading activities in the exchange
under simultaneous intimation to the Commission |
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7.
Submission of reports, etc.- All rules, regulations, orders and directives issued
in respect of reports,
periodicals, price sensitive information, etc. by the Commission and the
exchange shall also be applicable for the security issuer companies at OTC |
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8. Modus operandi for OTC.- The exchange may, with
prior written approval of the Commission,
prescribe, from time to time, the modus operandi for OTC. |
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9. Penalty for contravention.- Without prejudice to other penal measures
available under any law, contravention of any provision of these rules
shall attract penal provisions under the Securities and Exchange
Ordinance, 1969. |
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By order of the Commission Manir Uddin Ahmad Chairman,
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