security exchange commission main copy

1 ORIGIN OF THE REPORT

This assignment is originated as the course requirement of FIN 335 which is termed to be a major course for the BBA program As this assignment is based on Security Exchange Commission of Bangladesh so we have to work with limited time We were assigned the assignment on ldquoSecurity Exchange Commissionrdquo around 30 days ago and we went around looking for its source of existence and also searched the internet to get enough updated knowledge

11 OBJECTIVE OF THE STUDY

To present an overview of Security Exchange Commission The Function of Security Exchange Commission The objective of this report is to make readers know about Security Exchange Commission of

Bangladesh

12SCOPES AND METHODOLOGY OF THE REPORT

SCOPE

After being assigned the assignment we found that the scope of the report was confined to various related websites The report is solely based on terms and concepts related to Security Exchange Commission

METHODS

This assignment has been prepared on the basis of experience gathered during the period of FIN 335 course For preparing this assignment we have also got information from various websites and Security Exchange office at Motijheel lsquo Jibon Bima Bhaban lsquowhich may provide successful results considering this report

13 LIMITATIONS

Some websites had no direct reference Unable to collect enough information from due to their official restrictions Data collection process was irregular Due to other courses and exams we did not get enough time to give 100 time Due to excess load shedding it was difficult to work

Security Exchange Commission

BackgroundSEC was established on 8 June 1993 under the Securities and Exchange Commission Act 1993 The Chairman and Members of the Commission are appointed by the government and have overall responsibility to administer securities legislation The Commission at present has three full time members excluding the Chairman The Commission is a statutory body and attached to the Ministry of FinanceMission

Protect the interests of securities investors Develop and maintain fair transparent and efficient securities markets Ensure proper issuance of securities and compliance with securities laws

Functions

Regulating the business of the Stock Exchanges or any other securities market Registering and regulating the business of stock-brokers sub-brokers 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 relating to securities trading in any securities market

Promoting investorsrsquo 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 Undertaking investigation and inspection inquiries and audit of any issuer or dealer

of securities the Stock Exchanges and intermediaries and any self regulatory organization in the securities market

Conducting research and publishing information

Securities and Exchange Commission

Securities and Exchange Commission a government body under the ministry of finance established to regulate the securities market in Bangladesh It was established on 8 June 1993 under the Securities and Exchange Commission Act 1993 Prior to its establishment the securities market was regulated under Capital Issues Act 1947 The main office of SEC is at Dilkusha Commercial Area DhakaSEC is headed by a chairman appointed by the government and has four members under the chairman Two of the members are full-time executives and are nominated directly by the government Of the other two one is a nominee of the BANGLADESH BANK and the other of the ministry of finance The members are responsible for registration capital issue corporate audit administration and finance supervision and monitoring the corporate and legal affairs research and development and education and training In addition to members there are four executive directors one corporate accountant and one legal counselor

Security Exchange Commission Page 2

The prime objectives of SEC are to protect integrity of the stock market and the interests of the investors in securities to develop the securities market to ensure proper issuance of securities and to promulgate new laws orders rules and regulations for controlling and guiding the securities market SEC is to protect the interests of investors through regulating the market within the framework of the SEC Act It approves capital issues and prospectus restricts illicit transactions and insider trading and controls the STOCK EXCHANGEs securities related firms and companies involved in the public issue of securities As a part of these functions SEC monitors disclosure functions of the companies timely holding of annual general meetings by them timely payment of dividends and timely issuance of allotment letters and refund warrants by security issuersSince its inception in 1993 SEC plays a significant role in the securities market A major function of SEC is to curb the irregularities prevailing in the market To control and raise the efficiency of the market SEC promulgated the following orders and regulations since 1993 (a) Securities and Exchange Commission (stock broker stock dealer and authorized representative) Regulation 1994 (b) Securities and Exchange Commission (merchant banker and portfolio manager) Regulation 1995 (c) Securities and Exchange Commission (mutual fund) Regulation 1997 (d) Credit Rating Rules 1997 (e) Securities and Exchange Commission (control of insider trading) Regulation 1995 (f) Public Issue Rules 1998 (g) Right Issue Rules 1998 and (h) Depository Act 1999SEC issuescancels registration certificates to stock dealers brokers merchant banks authorized representatives of members and all intermediaries working in the securities market Market surveillance is an essential activity of SEC It analyses the price fluctuations in both Dhaka and Chittagong Stock Exchanges As part of supervision and regulation of markets and its intermediaries SEC receives and takes initiatives to settle complaints against stockbrokers and firmscompanies and takes actions including charging fines and issuing warnings for detected irregularities It also takes legal steps against the defaulting companies and firms Up to July 2001 a total of 53 law suits were filed against various companies for violation of rules and regulations of SEC

SEC conducts research on the dealing behavior in the securities market and regularly publishes the findings SEC has a number of informative publications which includes Annual Report of SEC Quarterly Reviews and the SEC Parikrama (Bangla) It also periodically publishes manuals and handbooks To educate the investors and intermediaries SEC implements some programmes including investors training for corporate and individual investors and training programmes for authorized representatives of the members of DSE and CSE

Act No15 of 1993An Act made to provide for the establishment of the Securities and Exchange CommissionWhereas it is expendient to establish a commission by the name of Securities and Exchange Commission for the purpose of providing for the protection of the interests of investors in securities the development of the securities market and for matters connected therewith or ancillary theretoNow therefore it is enacted as follows-

1 Short title and commencement - (1) This Act may be called the Securities and Exchange Commission Act 1993 (2) It shall be deemed to have come into force on 20th Vaishakh 14003th May 1993 respectively


2 Definitions - (1) unless there is anything repugnant in the subject or context in this Act-a) Commission means the Securities and Exchange Commission established under section 3 b) Chairman means the Chairman of the Commission c) Fund means the Securities and Exchange Commission Fund established under section 12 d) regulation means a regulation made under this Act e) rule means a rule made under this Act f) Member means a member of the Commission g) Permanent member means a permanent member of the Commission(2) All undefined words and expressions used in this Act shall be applicable in the sense they are used in the Companies Act 1913 (VII of 1913) Capital Issues (Continuance of Control) Act 1947 (XXIX of 1947) and the Securities and Exchange Ordinance 1969 (XVII of 1969)

2 Establishment of the Commission- (1) As soon as may be after the commencement of this Act the Government shall by notification in the official Gazette establish a Commission by the name of Securities and Exchange Commission for carrying out the purpose of this Act

3 (2) The Commission shall be a body corporate and shall have perpetual succession and a common seal and shall have power to acquire hold and transfer property both movable and immovable and shall by its name sue and be sued

4 Head office etc - (1) The Head Office of the Commission shall be at Dhaka (2) The Commission may if necessary with the approval of the Government establish branch offices at any place of the country

5 Composition of the Commission - (1) The Commission shall consist of the following members namely-a) The Chairman b) Two permanent members c) one officer not being in rank below a co-secretary of the Ministry or Department of Finance to be nominated by the said Ministry or Department d) one Deputy Governor to be nominated by the Bangladesh Bank from among the Deputy Governors of the said bank

(2) The Chairman and the permanent members shall be appointed by the Government and the terms and conditions of their service shall subject to the provisions of this Act be settled by the Government (3) The Government shall appoint one of the permanent members as the Vice-Chairman of the Commission (4) The Chairman and the permanent members shall be required to be experts in matters relating to companies and the security market or to be experts in law economics the keeping of accounts and other matters which are in the opinion of the Government necessary for the Commission (5) The Chairman shall be the chief executive of the Commission (6) The Chairman and the permanent members shall hold their offices for a period of three years beginning from the date of their appointment and shall be eligible for reappointment for


only one further such period Provided that no person who has completed fifty years shall be eligible for appointment to the office of the Chairman or of a permanent member or shall continue in the office of the Chairman or of a permanent member (7) The Chairman and any permanent member may at any time before the expiry of the term of their office resign their office by an advance notice of no less than three months addressed to the Government Provided that the Chairman or as the case may be the permanent member shall discharge his duties until the Government has accepted the resignation6 Disqualification of the Chairman etc - (1) A person shall be disqualified for appointment as or for being a Chairman or a permanent member if-a) He is an undischarged insolvent b) He is declared by a court to be of unsound mind c) He has been convicted for a criminal offence involving moral turpitude d) He in the opinion of the Government abuses of the status of his office in such way that his continuance in office would be contrary to the public interest e) He holds the office of a director or officer of any company or institution(2) No measure under clause d) and e) of sub-section (1) shall be taken without giving reasonable opportunity for showing cause to the Chairman or a permanent member

7 Meetings of the Commission- (1) The meetings of the Commission shall be held at such times and places as may be determined by rules and shall before that be held at the times and places decided by the Chairman (2) Three members including one permanent member shall form the quorum at a meeting of the Commission (3) Every meeting of the Commission shall be presided over by the Chairman and in his absence by the Vice-Chairman (4) All matters at a meeting of the Commission shall be decided by the votes of the majority of the members present and in the event of equality of votes the person presiding shall have a second or casting vote (5) No act or proceeding of the Commission shall be invalid or be called in question merely on the ground of any vacancy in or any defect in the constitution of the Commission

8 Functions of the Commission - (1) Subject to the provisions of this Act and the provisions of the rules the functions and duties of the Commission shall be to ensure the correct issue of securities to protect the interests of investors in securities and to develop and control the capital and security market (2) In particular and without prejudice to the generality of the provisions mentioned above such provisions may include any of the following matters namely-a) the regulation of the stock exchange and of the business of any security market b) the determination and regulation of the work of stock brokers sub-brokers share transfer agents bankers and managers of issues trustees of trust deeds registrars of issues underwriters portfolio managers investment advisers and such other intermediate institutions as are connected with the security market c) the registration regulation and management of any joint investment system including mutual funds d) the development supervision and control of authorized self-control organizations e) the stoppage of fraudulent and dishonest transactions relating to securities or the security market


f) the development of instruction relating to investments and the training of all intermediaries of the security market g) the prevention of such dealings in securities as imply the misuse of privileges h) the acceptance of the shares or stocks and authorities of companies and the admission and control of companies i) the stock exchanges issuing securities and their intermediaries and the calling for information from self-control organizations of the security market their supervision investigation and audit j) the compiling analyzing and publication of statistics relating to the financial activities of issuers of securities k) the imposition of fees or other charges for carrying out the purposes of this section l) the carrying out of such research as may be required for the implementation of the purposes mentioned above and the publication of informationrsquos and data m) the discharge of such other functions and the performance of such other duties as may be determined by regulations for carrying out the purposes of this Act

9 Appointment of officers and employees - (1) The Commission may subject to such directions as the Government may pass from time to time appoint such number of officers and employees as may be required for the proper discharge of its functions (2) The employment and conditions of service of the officers and employees of the Commission appointed under sub-section (1) shall be settled by regulations

10 Registration certificate- (1) No stock broker sub-broker share transfer agent banker of issues trustee of trust deeds registrar of issues underwriter portfolio manager investment adviser and no other such intermediary connected with the security market may sell or deal in any security otherwise than subject to regulations or the conditions of the registration certificate received from the Commission Provided that every person or stock broker sub-broker share transfer agent banker of issues trustee of trust deeds registrar of issues underwriter portfolio manager investment adviser and other such intermediary connected with the security market who has been selling or buying securities immediately before the establishment of the Commission may for a period of six months or if he has made an application for registration until the decision of the application continue in his profession (2) Applications for registration shall be made in such manner and under payment of such fee as may be determined by regulations (3) The Commission may in such manner as may be prescribed by regulation suspend or cancel any registration certificate Provided that no order under this sub-section shall be made without giving reasonable opportunity for hearing to the person or institute concerned

11 Duties and responsibilities under Act XXIX of 1947 and Ord XVII of 1969 etc - Immediately after the establishment of the Commission-a) the expression Controller of Capital Issues in every Act other than this Act or every agreement instrument and document shall be deemed to have been substituted by the word Commission b) the office of the Controller of Capital Issues if any shall be abolished c) all the duties and responsibilities of the Government under the Capital Issues (Continuance of Control) Act 1947 (XXIX of 1947) and the Securities and Exchange Ordinance 1969 (XVII of 1969) hereto after referred to as the said two Acts shall be duties and responsibilities of the Commission


d) all agreements concluded and all matters settled by or with the Government under the said two Acts shall be deemed agreements concluded and matters settled with the Commission e) all suits cases and other legal proceedings filed by or against the Government under the said two Acts shall be deemed filed by or against the Commission f) anything pending before the Government in accordance with the provisions of the said two Acts shall be decided by the Commission in accordance with the provisions of the said two Acts

12 Fund of the Commission - (1) There shall be a fund to the Commission to be called the Securities and exchange Commission Fund and this fund shall consist of grants made by the Government grants made by local authorities or other institutions any other sums received by the Commission (2) The moneys of the fund shall be kept in the name of the Commission in any scheduled bank approved by the Commission (3) The wages and allowances of the officers and employees of the Commission shall be paid and the other necessary expenditures of the Commission shall be met with from the fund

13 Annual budget statement- The Commission shall every year within such period as the Government may direct submit to the Government an annual budget statement for the following financial year showing the amount of money which may be required from the Government for the said financial year

14 Accounts and audit - (1) The Commission shall maintain its accounts properly and prepare annual statements of accounts (2) The Controller and Auditor-General of Bangladesh hereto after referred to as the Auditor-General shall every year audit the accounts of the Commission and shall send a copy of the audit report to the Government and the Commission and the Government shall provide for its presentation at the national assembly (3) For the purpose of an audit under sub-section (2) the Auditor-General or any person authorized by him shall have access to all records documents cash and money deposited with banks securities stores and other property of the Commission and may examine any member officer and employee of the Commission

15 Reports etc (1) The Government may if necessary call for reports and statements from the Commission on any matter of the Commission and the Commission shall be bound to supply such reports and statements (2) The Commission shall within sixty days after completion of every financial year submit to the Government a report together with the account-books on its activities during the preceding financial year and the Government shall as fast as possible provide for its presentation at the national assembly

16 Power of the Government to give directions The Government may give the Commission any direction for carrying out the purposes of this Act and the Commission shall be bound to comply with such directions

17 Delegation of powers- The Commission may subject to well-defined conditions delegate to the Chairman any other member or any officer any of its powers or responsibilities except the power to make regulations


18 Punishment - Whoever contravenes or intends to contravene or aids and abets to contravene any provision of this Act shall be punishable with a term of imprisonment not exceeding five years or a fine not exceeding five hundred thousand Takas or both19 Cognizance - (1) No Court other than a Session Court shall take cognizance of any offence under this Act (2) No offence under this Act shall be taken cognizance of except on a complaint in writing made by the Commission or any person authorized by the Commission

20 Offences by companies- If the person contravening any of the provisions of this Act is a company the owner director manager secretary or any other officer or agent of the company shall be deemed guilty of the contravention of the provision unless he proves that the contravention was committed without his knowledge or that he exercised all due diligence to prevent the contravention

21 Appeal- (1) Any person aggrieved by an order passed by any member or officer in accordance with this Act the rules or regulations may within such period as may be specified by regulation prefer an appeal to the Commission against such order and the decision of the Commission thereupon shall be final (2) No appeal filed after the expiration of the specified period shall be acceptable but if the appellant satisfies the Commission to the effect that there existed reasonable grounds for the appeal not to have been filed within the specified period the Commission may accept an appeal filed after the expiration of the specified period (3) An appeal under this section shall be made in such form and shall be accompanied by such fee as may be specified by regulation and shall be filed together with a copy of the order against which it has been filed (4) Every appeal shall be decided on in such manner as may be specified by regulation and no appeal shall be decided on without giving reasonable opportunity for hearing to the appellant (5) The Commission may at its own instigation or in the light of any application reconsider any matter already decided upon and in this case the decision of the Commission shall be final

22 Protection of action taken in good faith - No prosecution suit or other legal proceeding shall lie against the Government any public officer or employee any member officer or employee of the Commission for any damage caused or likely to be caused to any person as a result of any action taken in good faith under this Act the rules or regulations

23 Exemption- The Commission may if it deems necessary or expedient for the preservation of the public interests so to do exempt any person or institute from the provisions of section 10 (1) under this Act regarding the selling and buying of securities or any other matter connected therewith

24 Power to make rules- The Government may by notification in the official Gazette make rules for carrying out the purposes of this Act

25 Power to make regulations - The Commission may on prior consent of the Government and by notification in the official Gazette make such regulations as are not inconsistent with the provisions of this Act or rules for carrying out the purposes of this Act


26 Power to remove difficulties- (1) If any difficulty arises in giving effect to the provisions of this Act the Government may by order take any measure for the purpose of removing such difficulty Provided that no order under this section shall be issued after the expiry of five years from the date on which this Act came into force (2) The Government shall as fast as possible present every order passed under this section at the national assembly

27 Repeal and savings - (1) The Securities and Exchange Commission Ordinance 1993 (Order No3 1993) stands herewith repealed (2) Notwithstanding such repeal any action done or any measure taken under the repealed Ordinance shall be deemed to have been done or taken under this Act

Public Issue of Securities1048708 ldquoPublic Issuerdquo means public issue of security through initial public offering and repeat public offering1048708 ldquoInitial Public Offering (IPO)rdquo means first offering of security by an issuer to the general public1048708 ldquoRepeat Public Offeringrdquo means further issuance of security through public offering by an issuer which has raised capital through initial public offering earlier1048708 ldquoProspectusrdquo means any document prepared for the purpose of communicating to the general public a companyrsquos plan to offer for sale of its securities under these Rules

Parties Involved1048708 Issuer1048708 Investors- Local NRB Foreign1048708 Issue Manager Underwriter Auditor Banker Trustee Custodian1048708 Credit Rating Company1048708 Depository Company1048708 Stock Exchange1048708 Bangladesh Bank1048708 Securities amp Exchange Commission

General requirements for filing application

1048708 Ten copies of draft prospectus1048708 Any amendment to the prospectus1048708 All stock exchanges shall be supplied simultaneously by the issuer1048708 The audited financial statements of the issuer must be submitted to the Commission along with the prospectus and that the said statements shall not be older than 120 days of the end of the period for which they said financial statements is prepared


3 Format and contents of the prospectus

A Material Information

1 Financial statement of the company- Assets amp Liabilities (Balance sheet)- Cash flow statement- Profit amp Loss Account2 Additional disclosures

B Information to be contained in the Prospectus1048708 Name of the issuer company1048708 Amount and type of securities being issued1048708 Offering price of the securities on a per unit and aggregate basis1048708 Opening and closing date of subscription including for NRBs1048708 Names and address of the underwriter (s)1048708 Issue date of the prospectus1048708 The statement ldquoIf you have any queries about this document you may consult issuer issue manager and underwriterrdquo

Risk factors as per SEC (Public Issue) Rules 2006

Immediately following the cover page of the prospectus all risk factors and managementrsquos perception about the same are to be clearly stated which may include among others-(a) Interest rate risks(b) Exchange rate risks(c)Industry risks(d) Market and technology-related risks(e) Potential or existing government regulations(f) Potential changes in global or national policies(g) History of non operation if any and(h) Operational risks

Other pertinent information(1) Use of Proceeds(2) Description of business(3) Description of property(4) Plan of operation and discussion of financial condition(5) Directors and Officers(6) Involvement of Directors and Officers in certain legal proceedings(7) Certain Relationships and Related Transactions(8) Executive compensation(9) Options granted to Officers Directors and Employee(10) Transaction with the Directors and Subscribers to the Memorandum(11) Ownership of the Companyrsquos securities(12) Determination of Offering Price(13) Market for the Securities being offered(14) Description of Securities outstanding being offered


(15) Debt Securities(16) Financial statement requirements

Fees for public offering and listing of security

1048708 The following fees shall be applicable for payment by the issuer company-1048708 Issue management fee maximum 1 on the public offering amount orTk 20 lac whichever is lower1048708 Underwriting fee shall be calculated on 50 of initial public offer amount and the said amount shall not exceed 1 on the amount underwritten1048708 Bankers to the issue fee maximum 01 on the amount collected against public offering applications

Fees to be paid to the each stock exchange Listing fee for ordinary shares

1048708 I Up to Taka 10 crore of paid-up capital 0251048708 ii Above Taka 10 crore of paid-up capital 015

Listing fee for preferred shares and fixed income securities1048708 I Up to Taka 10 crore of size of the issue 0251048708 ii Above Taka 10 crore of size of the issue 0151048708 However the total listing fee shall be minimum of Taka 10000 (ten thousand) and maximum of Taka 20 lac for each of the categories1048708 Fees to SEC1048708 (a) The issuer company shall pay Taka 10000 (non-refundable) as application fee along with the application for consent of the Commission to issue or offer of securities by way of a pay order or demand draft issued in favor of the ldquoSecurities and Exchange Commissionrdquo and1048708 (b) upon according of consent by the Commission to issue prospectus the issuer company shall pay consent fee 015 by way of a pay order or demand draft issued in favor of the ldquoSecurities and Exchange Commissionrdquo on the amount of public offering1048708 No seal commission shall be paid to any person including the members of the stock exchanges

Preconditions for making repeat public offering

An issuer of a listed security may make repeat public offering subject to compliance with the following-

1048708 Information concerning the repeat public offering shall be disseminated as a price sensitive information immediately upon Board decision as well as upon approval at the general meeting and approval of the Commission in accordance with the relevant notifications issued by the Commission1048708 there should be an explicit announcement while disseminating the information that the repeat public offering shall be subject to approval of the Commission1048708 Such offering and price thereof have been approved by the Board the shareholders in a general meeting and the consent to which is obtained from the Commission


1048708 The proceed of either initial public offering or previous rights issue as the case may be has been utilized fully and relevant reports were duly submitted to the Commission1048708 Annual general meeting has been held regularly1048708 The issue has been fully underwritten on a firm commitment basis by the underwriter1048708 The financial statements of the issuer is prepared as per International Accounting Standards (IAS) as applicable in Bangladesh and audited as per International Standards of Auditing (ISA) as applicable in Bangladesh1048708 The issuer or any of its directors is not a bank defaulter

Types of Securities amp Rights of shareholders

Types of Shares

1048708 Ordinary Shares1048708 Preference shares

Ordinary SharesStock

1048708 Smallest unit of capital1048708 Variable-income security since dividend is not specified and guaranteed and declaration of which depends on board of directors1048708 Dividends may be increased or decreased depending on earnings1048708 Represents equity or ownership1048708 Includes voting rights1048708 Priority lower than debt and preferred1048708 Bundle of shares is called stock

PreferredPreference Shares

1048708 A hybrid security1048708 Itrsquos like common stock - no fixed maturity1048708 Technically itrsquos part of equity capital1048708 Itrsquos like debt - preferred dividends are fixed1048708 Missing a preferred dividend does not constitute default but preferred dividends are cumulative1048708 Priority lower than debt security but higher than ordinary shares

Preference Shares

1048708 Cumulative preference shares1048708 Non-cumulative preference shares1048708 Redeemable preference shares1048708 Non-redeemable preference shares1048708 Convertible preference shares1048708 Non-convertible preference shares1048708 Participating preference shares1048708 Non-participating preference shares


Rights of Ordinary Shareholders as specified in Companies Act 1994

1048708 Right to request a copy of the MA and a copy of AA by paying taka fifty or lesser fee as may be fixed by the company and company shall within fourteen days from the date of request send the copy to the member1048708 Right to get share certificates [S 175]1048708 Rights to get the shareholders name recorded in the register [Section 34]1048708 Right to inspect share register [S-41]1048708 Right to inspect instrument creating mortgages and companyrsquos register of mortgages [S 175]1048708 Rights to have financial statements [S- 191] and rights to inspect audit report [S-216]1048708 Right to get notice of AGM and to participate in the AGM [S- 95]1048708 Right to select the board of directors [S- 91] and removal of the board of directors [ S- 106] Right to select auditor [S-210]1048708 Right to requisition EGM by holders of not less than110th of the issued share capital [S-84]1048708 Right to get the copy of minutes of AGM and board meetings upon payment of Tk 10 for every hundred words [S-89]1048708 Rights to have the gist of the contract or terms and conditions of the contract entered into by the company [S-132]1048708 Rights to have further shares if the company decides to raise capital [S- 155]1048708 Rights to participate in major decisions ie change of object clause increase of authorized capital reduction of capital internal or external construction etc1048708 Right to apply to the Govt to appoint inspectors [S-195]1048708 Right to appoint inspectors [S-207]1048708 Right to acquire shares of shareholders dissenting from any scheme of contracts approved by the majority shareholders [S- 230]1048708 Rights of minority shareholder to bring to the notice of the court if affairs of the company are being conducted in inappropriate manners [S-233]1048708 Rights to have residual assets in the event of liquidation of the company1048708 Right to lodge case against the auditors directors or officers of the company in the event of their breach of the fiduciary responsibility1048708 Right to take decision through special resolution to wind up the company compulsorily through court [S- 241] for failure to hold statutory meeting commence business within a year from incorporation or suspends for whole year fails to pay debt or number of members falls below the minimum1048708 Right to wind up company voluntarily meeting certain conditions1048708 Right to attend in the final meeting as soon as the affairs of the company are fully wound up1048708 Right of the shareholders of the limited companies not to contribute any amount in the event of winding up exceeding the amount if any unpaid on the shares


Bangladesh Capital Market

1 Bangladesh Capital Market


In a market economy securities market is a vehicle through which surplus fund is invested in alternative investment opportunities Robust capital marker plays pivotal role for industrialization and economical development of a country For increasing the depth and the breadth of the markets attracting the investors is important This happens only when investors are confident that the securities markets are transparent and efficient The Securities and Exchange Commission was established on June 8 1993 as a capital market regulator in Bangladesh through the Securities and Exchange Commission Act 1993 ( Act 15 of 1993) The Commission ensures the compliance of capital market related laws rules regulations etc by the intermediaries and persons and institutions related with capital market Basic laws of capital market are as follows

Securities Act 1920 Securities and Exchange Ordinance 1969 Securities and Exchange Commission Act 1993 and Depository Act 1999

The Dhaka Stock Exchange (DSE)

The Dhaka Stock Exchange (DSE) was established in 1954 but its commercial experience started in 1956 Due to nationalization policy trading activities of DSE remained suspended during the post liberation period and resumed again in 1976

DSE is self-regulatory not-for-profit organization As a self-regulatory organization DSE supervises the functions of listed companies Administration of DSE is run by the Dhaka Stock Exchange (Board and Administration) Regulations 2000 The board of directors is consists of 24 members 12 directors are elected by the direct votes of DSE members and 12 directors are nominated by the elected members from the non-DSE members with the approval of the commission The Chief Executive Officer (CEO) of DSE is also a non-voting director

DSE hires the CEO of DSE which requires the approval The CEO conducts the daily affairs of DSE Now there are 234 members in DSE of which 194 members are registered by the SEC for conducting securities business According to the rules every members must be a corporate body Transaction and transfer of most of the securities listed on DSE are now executed in electric form At present DSE expanded its-online trading activities into the divisional and district towns of the country


The Chittagong Stock Exchange (CSE)

The Chittagong Stock Exchange (CSE) was set up in 1995 It is also a self regulatory not-for-profit organization and its management structure is same as DSE The Chittagong Stock Exchange (CSE) started first on-line trading system in Bangladesh capital market in1998 and it is carrying out trading activities from Dhaka Chittagong Sylhet Rajshahi Barishal Coxrsquos- Bazar and Khulna

Compliance OfficerAs per the securities laws every intermediary institution has to designate an officer as compliance officer whose responsibility is to ensure particular firms compliance with securities laws As a primary regulator if an intermediary does not comply with the laws properly the compliance officer has to report to the chief officer of the related intermediary If violation of securities laws continues then the compliance officer shall report to the Commission

Book Building MethodBook Building Process of IPO is free pricing regime that values the performance of the company both past and future keeping in minds its investment earning forecasts economic scenario etc The Commission is examining the possibility of introducing Book Building System for IPO pricing on selected basis

Trading of Securities in the ExchangesIn DSE and CSE trading of securities are done through automated system As a result volume of transactions has increased substantially over the years Now trading is done in the following four market segments

Public Market Spot Market Block Market Odd-Lot market

O-T-C MarketSecurities and Exchange Commission (Over the Counter) Rules 2001 was issued in

2002 under which securities de-listed from the exchanges and securities are not listed with the exchanges but have been issued obtaining consent from the Commission could be traded CSE has provided the platform but this facility has not yet been used

Settlement of Securities transactions in the ExchangesMechanism of settlement of securities transactions is elaborately specified in DSE and

CSE settlement of Sock Exchange Transactions Regulations 1998 it also categorizes the securities into A B G N and Z based on profitability operation and failure to hold AGM and sustaining loss that ultimately exceeds paid up capital This categorization helps investors to know about the fundamental and attractiveness of security

During the FY 2006-2007 governance scenario of listed companies improved remarkably In this period number of A category companies increased and the number of ldquoBrdquo


and ldquoZrdquo category companies decreased and increased respectively which appears in the following table

NAME OF THE CATEGORY

NUMBER OF COMPANIESFY 2006-2007


ldquoArdquo CATEGORY 141 140ldquoBrdquo CATEGORY 28 36ldquoGrdquo CATEGORY 1 1ldquoNrdquo CATEGORY 9 -ldquoZrdquo CATEGORY 94 92

Securities trading in Exchange through Borrowing

In a Bullish market securities price continues to increase and investors may opt for investing more than its own equity availing loans from the brokers As per DSECSE(Memberrsquos Margin) Regulations 2000 investors could invest more than his own resources and help reaping profit from the bullish market

Likewise supply of securities could also be increased through short sale mechanism Short-sale refers to selling of securities that the seller does not own As per Stock Exchange (Short-sale) regulations 2006 any person with a securities borrowing arrangement could sell securities without owning it This mechanism helps increasing supply of securities and could be a win-win situation for seller lender and brokerage firms

Bond Market

The capital market of Bangladesh mainly depends on equity securities At present there are eight listed debentures in DSE with an issued amount of Tk140 Million Bangladesh government issues five-year and ten-year maturity government bond under the Bangladesh Government Treasury Bond Rules 2003 These bonds are transferable and are now are traded on O-T-C basis In order to popularizing the government bond and increasing the depth of market secondary market trading was allowed in stock exchange with effect from 1 January 2005 As on 30 June 2007 44 government treasury bonds were listed in DSE Due to multifarious reasons secondary market trading could not be popularized However a decision has been taken to form a committee consisting representatives of SEC Bangladesh Bank NBR and Finance Division Ministry of Finance to suggest measures to overcome the bottleneck and develop the bond market in Bangladesh

Corporate Governance Guidelines

The Commission has issued ldquoCorporate Governance Guidelinesrdquo on February 2006 on comply or explain basis to elevate corporate governance scenario in Bangladesh These guidelines among other things set the size of the board (5-12) require appointment of independent director company secretary chief financial officer (CFO) and head of internal control department The guidelines also emphasized that the Chairman and CEO preferably


be separate person The guidelines require that compliance status of individual requirement should be included in the annual report During the FY 2006-2007 the financial statements submitted to the commission by the issuer companies examined and found that the expected benefit has derived through compliance of the said guidelines by the issuer companies The commission ensures the compliance of the said guidelines

Derivatives

At present there exists no rule for trading of derivatives products CSE is now imparting training on derivative products The commission would soon frame rules under which derivative instruments could be traded and settled

Foreign Portfolio Investment

Excepting few reserved sectors 100 investment in any company can be made by any foreign investors in Bangladesh Foreign investors enjoy the similar facilities as enjoyed by the Bangladeshi investors as per Foreign Investment (Promotion and Protection) Act 1980However they have to comply with the foreign exchange regulations of Bangladesh Bank During the FY portfolio investment by the non-resident Bangladeshis was worth of TK 835920 million which was TK 242060 million during the last financial year Details of portfolio investment by the non-resident Bangladeshis have been depicted in the Annexure 10 and 11

SEC Advisory Committee Meeting Held

The meeting of Advisory Committee of SEC was held on 28 February 2007 The meeting was chaired by Faruq Ahmed Siddiqi Chairman SEC Among others representatives of ICB CDBL BAPLC BIDS DCCI BLFC stock exchanges and Ministry of Finance were present in meeting The members of committee have suggested a lot of suggestions about the development of capital market The meeting dwelt on increasing the supply of good securities including mutual funds offloading the shares of profitable government owned companies expansion of bond market ensuring the compliance of corporate governance guidelines taking initiative to attract the non-resident and foreign investors etc

Seminar on ldquoCredit Rating and Capital Market Developmentrdquo

The Securities and Exchange Commission and The Standard Chartered Bank Bangladesh jointly organized a seminar on ldquoCredit Rating and Development of Capital Marketrdquo on September 6 2006 The Bangladesh Bank Governor Salehuddin Ahmed SEC Chairman Faruq Ahmed Siddiqi CEO of SCB-Bangladesh Osman Morad and Managing Director of G3 Capital Markets of SCB Mahdur Mehta spoke on the occasion The SEC Chairman said that the credit rating agencies should be independent and unbiased in their evaluation and maintain transparency independence and objectivity to ensure protection of creditorsrsquo right


Introduction of Internet Balance Enquiry Option for Beneficiary Owners (BO) Account of CDBL Introduced

The Securities and Exchange Commission Chairman Faruq Ahmed Siddiqi inaugurated the Global Internet Balance Enquiry Option of Central Depositary Bangladesh Ltd (CDBL) on August 9 2006 Under the facility of BO account holder can look at the status of hisher account as well as get the printout of all the information of that account paying only Tk 200 annually

Visit of National Defence College Team

A delegation consisting of 47 participants from the National Defence College visited SEC on 22 May 2007High officials of SEC made presentations on the regulatory framework of capital market role of activities of SEC scenario of capital market depository system and surveillance system of SEC The team appreciated the role of SEC in developing the capital market

2 CORPORATE FINANCE

The Corporate Finance Department (CFD) supervises and monitors the listed companies after issuance of primary shares in light with the securities laws CFD ensures holding of AGM on time as specified in securities laws Payment of declared dividend to the investors within stipulated time examines the audited annual financial statements and un- audited half yearly financial statements as part of its supervision

CFD has strengthened and expanded its monitoring during the financial year The Department watches audiovisual recording of holding of AGM by the issuer companies Explanation Is called from the issuer companies who made irregularities in holding AGM such as transaction business in AGM within very short limo without allowing effective participation of investors avoiding queries raised by the shareholders submitting edited audio-visual recording instead of uninterrupted recording of procedures of meeting etc If the explanation was not found satisfactory enforcement actions against the defaulted companies are taken

The audited financial statements of the issuer companies are examined in order to ensuring the issuers have prepared them in accordance with the securities related rules and IAS and the auditors have auditedissued audit report in accordance with IAS Due to aforesaid efforts and actions financial statements of the issuer companies became more transparent It has also been observed that some statutory auditors of listed securities issued qualified opinion in their report about the affairs of the issuers and the way financial statements have been prepared It is worth mentioning that the Commission warned some companies on the basis of qualified opinion mentioned n their auditorrsquos report and initiated enforcement actions against some companies as well


The supervision activities of CFD also strengthened concerning payment of declared dividend on time by the issuer companies As a result tendency of nondelayed-payment of declared dividend by the companies has been reduced to a great extent

3 REGISTRATION

All market intermediates associated with the capital market are required to be registered by the SEC which help Commission to discharge Its oversight functions more effectively

Issuance and Renewal at Stock BrokerDealer Registration Certificate

During FY 2006-2007 registration certificate issued to 21 members of stock exchanges to act as stock broker and renewed 181 memberrsquos registration certificates to operate as stock brokerdealer under Securities and Exchange Commission (Stock Dealer Stock Broker and Authorized Representative) Rules 2000

Issuance and Renewal of Authorized Registration Certificate

The authorized representative registration certificates were issued in favor of 487 applicants and renewed 75 authorized registration certificates by the Registration Department

Issuance and Renewal of Depository Participant Registration Certificate

During the said period the Commission Issued 26 and renewed 151 depletory participant registration certificates under Depository (User) Regulations 2003

Mutual Fund

In Bangladesh mutual funds as well as any form of collective investment scheme is required to be registered by the SEC under Securities and Exchange Commission (Mutual Fund) Rules 2001 To register a mutual fund four part are required viz sponsor asset management company (AMC) trustee and custodian Sponsors provide the seed money and appoint asset management company custodian and trustee They also draft trust deed as per the stipulation of Trust Act 1882 get It vetted by the SEC and registers the trust deed under Registration Act 1908 AMC Custodian and Trustee must be registered with SEC in order to discharging their respective functions

AMC lakes the investment decision of the mutual fund in accordance with the objectives of the mutual funds coding holds the security and trustee ensures whether AMC and custodian have been acting in adherence to the trust deed and requirements of Securities and Exchange Commission (Mutual Fund) Rules 2001 AMC has to comply with investment restrictions imposed by the Commission

Till now the Commission issued Asset Management Registration Certificate in favor of ICB Asset Management Company Ltd and Asset and Investment Management Services of Bangladesh Ltd to perform as AMC Up to June 30 2007 the Commission Issued registration


certificate in favor of investment Corporation of Bangladesh (ICR) Bangladesh General insurance Company (BOIC) and Grameen Fund to perform as Trustee In the aforesaid period the Commission approved the trust deed of ICR AMCL First NRB Mutual Fund (c1osed-end) under the concerned rules During the said period the Commission made a requirement for AMC to appoint compliance offer also At present 14 closed-ends mutual fund (including two mutual funds that are managed by private sector Asset Management Company [AMC]) which are listed on the stock exchanges Apart from the aforesaid closed-end funds there are three open-end mutual funds

Merchant Bank

Merchant bank plays a significant role as an intermediary in the capital market In Bangladesh they carry out issue management underwriting and portfolio management function Under Securities and Exchange Commission (Merchant Banker and Portfolio Manager) Rules 1996 till the end of June 2007 the Commission issued registration certificates in favor of 29 companies to perform as merchant bankers Among 29 merchant bankers 22 operate as Issue Manager Underwriter and Portfolio Manager 6 as Issue Manager and 1 as Portfolio Manage

Credit Rating Company

Credit Rating Companies Rules 1996 requires mandatory rating of all forms of corporate debt securities rights share and issue of shares at premium Credit Rating Company expresses its opinion through rating scales considering the Probability of the issuers ability to make timely repayment of principal and servicing of Interest Asset-backed securities also required to be credit rated Bank has made rating of banks and financial institutions mandatory

Credit rating plays an important role to take investment decision Credit rating reflects the real status of a company including companyrsquos financial status and management efficiency The Commission issued registration certificate in favor of Credit Rating Information and Services Ltd (CRISL) and Credit Rating Agency of Bangladesh Ltd (CRAB) to operate as credit rating agencies under the Credit Rating Companies Rules 1996 The Commission directed said companies to comply with the code of conduct prepared by International Organization of Securities Commission (IOSCO) to carry out rating activities with transparency The commission also made mandatory for the credit rating companies to have compliance officer for ensuring compliance with securities laws

Trust of Ant Backed Security IssueTo act as the trustee of asset-backed security registration is required under Securities and Exchange Commission (Asset-Backed Security Issus) Rules 2004 During the period under review the Commission issued registration certificate in favor of Bangladesh General insurance Company and Eastern Bank Ltd to act as trustee of asset backed security The Commission also made mandatory to have compliance officer by the trustee It is worth mentioning that till the end of 2007 the Commission issued registration certificate in favor of investment Corporation of Bangladesh (ICB) Bangladesh General Insurance Company (BGIC) and Eastern Bank Ltd under a rules to perform as trustee of asset backes security


Issuance of Security Custodian Registration Certificate

Registration is required under the Securities and Exchange (Security Custodial Service) Rules 2003 to act as a security custodian The Commission issued security custodian registration certificate to Standard Chartered Bank Honk Kong Shanghi Banking Corporation and Dhaka Bank Ltd During the period the Commission issued security custodian registration certificate in favor of South East Bank Ltd Arab Bangladesh Bank Ltd and IOLC of Bangladesh

Trustee of Mudaraba Perpetual Bond IssueSecurities and Exchange Commission has accorded permission to Investment Corporation of Bangladesh (ICB) to act as trustee for the Tk 300000 million Mudaraba Perpetual Bond of Islamic Bank Bangladesh Ltd

Securities are listed on the stock exchanges by the following way as per existing securities rules

Through initial Public Offering (IPO) as per the Securities and Exchange Commission (Public issue) Rules 2006

Through direct listing under the DSECSE Direct Listing Regulations 2006 If the Commission considers that listing of certain security is necessary or expedient in the

public interest then it directs under section 10 of Securities and Exchange Ordinance 1969 the stock exchanges to list it

Public issue route is exercised by the companies that require additional capital direct listing is availed of by the companies whose existing shareholders want to dispose of whole or part of their shareholdings and the lest method is applicable to those companies that are not willing of their own or the stock exchange is not willing to list but the Commission feels expedient to do so

During the period under review 9 companies and 1 mutual fund were listed with DSE and 4 companies were listed with CSE details of which are given in the following table

Name of the Issuer Date of ListingDES CSE

Issued Capital (taka in Million)

PGCB (Direct Listing) 91006 364360Lanka Bangla Finance Ltd 181006 35000Bangladesh Industrial Finance Company Ltd

91106 16330

IPDC Ltd 301106 311206 6170Brac Bank Ltd 230107 310107 1000Prime Islami Life Insurance co Ltd

12207 7500

ICB AMICL first NRB mutual Fund

21307 187160

Premier Bank Ltd 21307 100Golden Son Ltd 230507 27507 169000Total 20507 22507 25030

976080


Comparative picture of security listing on the exchange during the last few years are as follows

FY Number of Issuer Companies

DSE CSE

2006-07 9 4

2005-06 19 7

2004-05 5 4

2003-04 10 10

2002-03 3 3

Total 46 28

Graphical presentation of securities listing in DSE and CSE

9

19

5

10

3

46

47

4

10

3

28

0

5

10

15

20

25

30

35

40

45

50

2006-07 2005-06 2004-05 2003-04 2002-03 Total

Number of Issuer Companies DSE

Number of Issuer Companies CSE


4 SURVEILLANCE

Surveillance of Securities Transactions

To ensure investor protection and safeguard the integrity of the markets the Commission has a comprehensive surveillance system Stock exchanges are the primary regulars for detection of market manipulation price rigging and other regulatory breaches SEC keeps constant vigil on the activities of stock exchanges to ensure effectiveness of the surveillance system SEC watches the market surveillance through On-line and Off-line surveillance system

Inspection and Investigation

The Surveillance Department of the Commission conducts on-line and off-line market surveillances system to find out violation of securities related laws in securities trading and also to find out any irregularities and abnormalities in securities transactions As a part of on-line surveillance the surveillance software and at the end of daily transactions on the exchanges prepares a report containing summary of daily securities transactions and abnormal trading if any On the other hand as a part of off-line surveillance the surveillance officers analyze the information that is collected earlier through using the Commissionrsquos off-line surveillance software (SECAS) If detailed investigation is needed the Department proposes to the Commission to constitute an enquiry committee If any violation of securities laws was found in the enquiry report then it is sent to the Enforcement Department for taking necessary actionBesides supervising the depository participants activities the Commission has further strengthen its surveillance activities by daily market monitoring supervise visits and regular monthly inspection of stock brokerstock dealer offices As a result the interest of investment in the capital market among the small investors and confidence of all investors in general has been increasing side by side the regular activates in future surveillance Department will play a significant role through improving surveillance system of capital market with the help of Asian Development Bank (ADB)

Insider TradingInsider trading and related price manipulation creates huge distortions in the market place transferring value to insiders at the expenses of general investors If insiders take advantage of non-public information they actually profit in the expenses of minority shareholders SEC has issued Securities and Exchange Commission (Prohibition of insider trained) regulations 1995 Under the said rules issuer companies have to disseminate price sensitive information to the stock exchanges and SEC within 30 minutes of taking decision of knowing the information and are required to publish the said information in daily newspaper

5 SUPERVISION AND REGULATION OF MARKETS AND INTERMEDIARIES (SRMI)SRMI Department of the SEC supervises wheather capital market related intermediaries including stock exchange are doing their functions according to securities laws Besides this the said department also resolved the companies received against issuer companies under the securities laws The functions of SRMID are enumerated below


Monitoring the declarations of salespurchase transfer of securities by the sponsordirector of

the listed company Monitoring the position of monthly shareholding of sponsorsdirectors Monitoring disclosure of price sensitive information of listed companies Approval of share transfer of listed companies out of stock exchanges Monitoring the activities of stock exchanges excepting securities transactions Receiving and addressing of complaints on any activities of the issuer and intermediaries of

capital stock marketDuring 2006-2007 the following types of complaints were lodged with the Commission and measures taken by the CommissionComplaints Against listed Companies

Nature of Complaints

Received During 2006-2007

Under Process Referred for Enforcement Action

Resolved

Nonpayment or delay in payment of dividend

38 1 10 27

Nonpayment of debenture installment

5 ------- 4 1

Transfer of shares

10 ------- 4 6

Non-receipt of letter of rights share

7 1 ------- 6

Non receipt of bonus share

3 ----------- --------- 3

Non receipt of annual report

6 ---------- --------- 6

Refund warrant 6 ---------- ---------- 6Non-demand of shares

3 ---------- ------ 3

Miscellaneous 25 1 24Total 103 2 19 82


Complaint against Stock Broker DealerNature of Complaints



Resolved

Non delivery of shares

2 ----- ----- 2

Nonpayment of clients money

4 ----- ----- 4

Transfer of shares in the link BO account

3 ----- ----- 3

Miscellaneous 6 1 1 4Total 15 1 1 13

6 CENTRAL DEPOSITORY SYSTEM (CDS)Depository Act 1999 has legitimized electronic registry of securities These legislations have substantially changed laws which govern the ownership transfer and pledge of securities Now the records of the securities issued are maintained in the Central Depository Bangladesh Ltd (CDBL) in order for smooth operation of central depository the aforesaid act has bestowed adequate authority on the Commission to monitor the administration of the CDBL along with fixing the various fees of the depository company through issuance of regulations After the introduction of electronic registry of shares through CDBL transparency in securities issuance trading and settlement have been increased significantly and settlement period of securities transactions has also been reducedCDS department exercise oversight on the functions of Central Depository Bangladesh Ltd and Depository Participants (DP) functions of converting physical share certificates of listed companies into dematerialized from supervises the issuance of securities in dematerialized into dematerialized form supervises the issuance of securities in dematerialized form transfer and all other activities concerning securities transaction under the Depository Act 1999 issues Directives Order Concerning CDSDuring July 2006 ndashJune 2007 the following 14 companies have joined Central Depository Bangladesh Ltd(CDBL) At the end of this period the total number of companies and Mutual Fund under CDBL stands at 118 In DSE transfer and trading of most of the securities are now done in automated system dematerialized form

SL No Names of the Company Joining Date

1 BD Com On line Ltd 24 July 2006

2 Power Grid Comapany of Bangladesh Ltd ( Direct Listing)

9 October 2006

3 Lanka Bangla Finance Ltd ( IPO) 1 November 2006

4 Bangladesh Industrial Finance Co (IPO) 15 November 2006

5 IPDC of Bangladesh ( IPO) 3 December 2006


6 Beximco Sinthetix Ltd 21 January 2007

7 Brac Bank Ltd (IPO) 23 January 2007

8 Prime islami Life Insurance (IPO) 14 February 2007

9 Keya Detergent Ltd 14 February 2007

10 Shahjalal Islami Bank Ltd 28 March 2007

11 ICB first NRB Mutual Fund (IPO) 28 March 2007

12 Uttara Bank Ltd 10 May 2007

13 United Insurance Co Ltd 22 May 2007

14 Golden Son ltd (IPO) 22 May 2007

15 The Premier Bank Ltd (IPO) 27 May 2007

16 First ICB Mutual Fund 20 June 2007

17 Second ICB Mutual Fund 20 June 2007

18 ICB AMCL first Mutual Fund (IPO) 20 June 2007

7 Enforcement

Administrative Sanction and Penalty

Under the securities laws the commission in empowered to impose administrative sanctions and also to impose penalties Prior to taking measures SEC follows due process that includes carrying out inspection and enquiry If in the enquiry it is found that the punitive measures should be taken against the person against whom enquiry inspection was conducted a show cause notice is issued and if response to the show cause notice is not satisfactory the accused person is provided with an opportunity of being heard and finally on the basis of severity of violation the commission either imposes administrative sanctions or impose penalty or both As per securities law minimum penalty if commission decides to impose is Tk 100 lac and maximum is unlimited

A brief description of activities of the enforcement department during the FY 2006-2007 is furnished below

Issuer CompanyThe commission imposed penalty on the directions of 32 companies for violation of securities laws like-non submissions of half yearly and yearly financial statement failure in holding annual general meeting buying and selling of share through insider trading financial statements not audited by the statutory auditor as per scurrilities law non disclosure of price sensitive information etcDuring the said financial year the commission issued warning letters to 117 companies for non compliance of securities law viz delay in submission of half yearly and yearly financial statements failure in holding annual general meeting failure to pay dividend showing


reserve by overvaluing fixed asset of companies non compliance with securities laws in IPO shares distribution to comply with the said laws in future

Besides the commission issued directive to one issuer company for submitting the annual accounts statements being audited by the partnership firm under the section 12(3) of Securities and Exchange Rules 1987 as year ended on June 30 2005The above actions are enumerated below in a table

Nature of Legal Actions Number of Companies Number of CompaniesPenalty 32Directives 1Warning 117

Stock Broker Dealer Merchant Banker Authorized Representative issue Manager

The Commission imposed penalty upon 6 brokerage houses for fating to comply me securities laws like- non compliance of sale order of clients for not reserve the consolidate bank account and transfer shares from one BO to another BO without Commission consent to permit short-sale failure to submit the share trading statement transfer Exchange off-exchange of shares without consent of the proper authorityThe Commission issued warning letters tol5 stock broker dealer merchant banker authorized representative Issue manager for failing to comply with the different securities related laws- concerning lottery of allotment of IPO share Short-sale failure to complete all shares sales within 30 working days according to the declaration of directorsrsquo shareholders and failed to reserve clients buysell order Stock leisure and margin agreement and instructed them to comply with the securities related rules in future A summary of above actions m furnished in the following table

Nature of Legal Action Number of Company PersonPenalty 6Directives -Warning 15

Depository Participants

Besides the Commission issued warning letters to three Depository Participants and also instructed them to comply with the securities related rules in future


List of Enforcement Actions for the Month of April amp May 2010

Sl No

Date Subject

01 20042010 Warning to concerned of Thea Securities Ltd due to non-compliance of regulations 4(1) of the ldquoDhaka Stock Exchange (Short Sale) Regulations 2006

02 20042010 Warning to concerned of Kazi Shoeb Rashid Capital Ltd due to non-compliance of regulations 4(1) of the ldquoDhaka Stock Exchange (Short Sale) Regulations 2006

03 20042010 Warning to concerned of Hedayetullah Securities Ltd due to non-compliance of regulations 4(1) of the ldquoDhaka Stock Exchange (Short Sale) Regulations 2006

04 20042010 Warning to concerned of Securities Broking amp Management Services Ltd due to non-compliance of regulations 4(1) of the ldquoDhaka Stock Exchange (Short Sale) Regulations 2006

05 20042010 Warning to concerned of Shyamol Equity Management Ltd due to non-compliance of rule 3(2) of Margin Rules 1999 and regulations 4(1) of the ldquoDhaka Stock Exchange (Short Sale) Regulations 2006

06 20042010 Warning to concerned of Al-Muntaha Trading Co Ltd due to non-compliance of rule 3(2) of Margin Rules 1999 and regulations 4(1) of the ldquoDhaka Stock Exchange (Short Sale) Regulations 2006

07 20042010 Warning to concerned of Sharp Securities Ltd due to non-compliance of regulations 4(1) of the ldquoDhaka Stock Exchange (Short Sale) Regulations 2006

08 20042010 Review of imposed penalty against SEC penalty Orders NoSECEnforcement7232004218-221 all dated February 23 2010 in connection with the non-submission of audited financial statements for the year ended on June 30 2009 (Khaza Mosaic Tiles amp Stone Industries Ltd)

09 21042010 Ordered to concerned of Bangladesh Zipper industry Ltd10 22042010 Show-cause cum hearing notice Non-compliance of the SEC

Notification No SEC CMRRCD 2009-193 Admin 03-31 dated June 01 2009 (Alpha Tobacco Ltd)

11 22042010 Show-cause cum hearing notice Non-compliance of securities related laws (Arafat Securities Ltd)

12 22042010 Order to Bangladesh Luggage Industry Ltd13 25042010 Order to Bangladesh Leaf Tobacco Co Ltd14 27042010 Order to Ms Mowla Mohammad amp Co15 29042010 Warning to concerned of Progressive Life Insurance Co Ltd due to

non-compliance of securities laws Non-Compliance of SEC Notification No SEC SRMID 2000-953 313 Admin-06 dated 25032001


List of Enforcement Actions for the Month of May 2010

Sl No

Date Subject

01 04052010 Warning to Concern of PFI Securities Ltd due to Non-compliance of SEC Directive No SECCMRRCD2001-4315 dated February 03 2010 under the margin ruals 1999

02 05052010 Reschedule of hearing to Khaza Mosaic Tiles amp stone Industries Ltd In connection with non-submission of half yearly financial statement for the period ended on Dec 31 2009

03 09052010 Warning to Concern of Power Grid Company Of Bangladesh Ltd due to Non-compliance with the securities laws in connection with auditors qualifications on the audited financial statement for the year ended on June 30 2009

04 10052010 Warning to Concern of Bangas Ltd due to Non-compliance with the securities related laws in connection with retention of auditor for a consecutive period exceeding three years

05 10052010 Warning to Concern of Tallu Spinning Mills Ltd due to Non-compliance with the securities related laws in connection with retention of auditor for a consecutive period exceeding three years

06 10052010 Warning to Concern of Metro Spinning Ltd due to Non-compliance with the securities related laws in connection with retention of auditor for a consecutive period exceeding three years

07 10052010 Warning to Concern of Mithun knitting and Dyeing (CEPZ) Ltd due to Non-compliance with the securities related laws in connection with retention of auditor for a consecutive period exceeding three years

08 10052010 Show cause cum hearing notice To JKC Securities Ltd due to Non-compliance with securities related laws regarding enquiry report conducted by SEC vide Commissions Order No SECSurveillance2009-0561182 dated Dec 03 2009

09 10052010 Show cause cum notice for hearing To Arafat Securities Ltd Due to Non-compliance of securities related laws regarding enquiry report conducted by SEC vide Commissions Order No SECSurveillance2009-0561182 dated Dec 03 2009

10 10052010 Show cause cum notice for hearing To Azam Securities Ltd Due to Non-compliance of securities related laws regarding enquiry report conducted by SEC vide Commissions Order No SECSurveillance2009-0561182 dated Dec 03 2009

11 13052010 Warning to Concern of Eagle Star Textile Mills Ltd due to Non-compliance of securities laws in connection with non-submission of half yearly financial statement for the half year ended on Dec 31 2009

12 17052010 Warning to Concern of Alpha Tobacco Ltd due to Non-compliance of SEC Notification No SECCMRRCD2009-193Admin 03 31 dated June 011999

13 17052010 Warning to Concern of Grameenphone Ltd due to Non-compliance with securities related laws in connection with the un-audited (forth quarter) financial statements for the year ended on Dec 31 2009

14 20052010 Warning to Concern of Perfume Chemical Industry Ltd due to Non-


compliance of securities laws in connection with non-submission of capital shareholding position for the month of December 2009 and January 2010

15 20052010 Order to Rashpita data management amp telecommunication Ltd Order No SECEnforcement3712005448-449

16 26052010 Show cause cum notice for hearing Non-compliance of securities related laws to Lanka Bangle Finance Ltd

17 30052010 Show-cause cum notice for hearing to Ever Smart Bangladesh Ltd In connection with the matter of non-compliance of conditions imposed under 2CC of Securities amp Exchange Ordinance 1969 in the Commissions consent letter No SECCICPLC (pvt)-1862009-262 dated November 252009

18 30052010 Show cause cum hearing notice To Beach Hatchery Ltd In connection with Non-compliance with securities related laws in connection with issue of right share

19 31052010 Order to Patro Synthetic Products Ltd Order No SECEnforcement7382008467 to SECEnforcement7382008471

20 31052010 Order to Bionic See Food Export Ltd Order No SECEnforcement6412007473 to SECEnforcement6412007476

21 31052010 Order to Sreepur Textile Mills Ltd Order No SECEnforcement6892008478 to SECEnforcement6892008481

8 CAPITAL MARKET REGULATORY REFORMS AND COMPLIANCE (CMRRC)Drafting of conditions Directives rules and regulations for consideration of the Commission proposing amendment to securities laws suggesting reform measures on capital market providing opinion amp comments on proposed laws rules other jobs assigned by the Commission are clone by the CMRRCD

During 2006-2007 The following notificationsorders were issued by the Commission

SL No

Notification Order No and Date

Contents of the Notifications Orders

Classification

1 SEC CMRRCD2006-I59 Admin-0128Date 5th April 2007

Amendment of Securities and ExchangeCommission (Merchant Banker and Portfolio Manager) Regulations 1996

Notification

2 SEC CMRRCD2006-I59 Admin0326Date 16th May 2007

Concerning amendment of the depository (User)

Notification


regulation 2003 on 27 September 2006

3 SEC CFD4018 993151Date 17th May 2007

Regarding extension of time for Ordersubmitting the audited financial statements oh listed life insurance to the Commission and stock exchanges in terms of the appeal of Bangladesh insurance Association

Order

4 SEC CMRRCD2006-I59 Admin0325Date 26th November 2007

Amendment o Securities and Exchange Commission (Stock Dealer Stock Broker and Authorized RepresentativeRegulation 2000

Notification

LAW

Functions of Law Department are as follows Assisting the lawyers appointed by the Commission to defend the court cases filed by SEC or

against SEC Giving legal opinion on different issues sent by other departments of the Commission To file and conduct certificate cases to recover penalty imposed by the Commission

Total 156 cases filed by SEC or against SEC are pending in different Courts

9 RESEARCH AND DEVELOPMENT

Research and Development Department of the Commission conducts investorsrsquo education program for the general Investors Impart capital market related seminar for various


government and non-government organization prepare and publishes Commissionrsquos various publications regularly and furnishes various reports and Information to the Government and other Institutions Including Ministry of Finance and different regulatory authoritiesDuring July 2006 - June 2007 Research and Development Department has published the following publications of the Commission

PublicationsAnnual Report FY 2005-2006Quarterly Review Four issues during April 2006 -March 2007ldquoSEC Parikramardquo (SECrsquos Bangla Newsletter) Four issues during June 2006-March 2007

Education Program

During the FY 2006 -2007 the Securities and Exchange Commission conducted 24 Investorrsquo Education Programs Two programs in each month (each program of two days) were conducted on regular basis High officials of SEC highlighted on various Issues le the capital market related laws rulesregulations surveillance system depository system rights of shareholder etc A total number of 463 Investors participated in the programs Besides in order to encourage the Investors and to create awareness to capital market SEC also conducted Investorsrsquo Education Program jointly with OSE and ICB in Barisal and Khulna during 28 -29 April 2007 where more than 500 Investors participatedDuring the period SEC organized the training programs for the authorized representatives of members of DSE and CSE 123 and 20 authorized representative from DSE and CSE respectively participated in the said program

10 CAPITAL ISSUE

Every company whether incorporated in Bangladesh or not is required to take consent of the commission to make an issue of capital in Bangladesh make any public offer of securities for sale in Bangladesh and renew or postpone the date of maturity or repayment of any security maturing for payment in Bangladesh Securities and Exchange Commission accords consent to raise capital under the following Rules

Securities and Exchange Commission (Issue of Capital) Rules 2001

Securities and Exchange Commission (Asset Backed Security Issue) Rules 2004

Securities and Exchange Commission (Public Issue) Rules 2006

Securities and Exchange Commission (Rights Issue) Rules 2006

Public Issue of Securities


If any issuer wants to raise capital through public offering of securities it has to company with the securities and Exchange commission (Public Issue) Rules 2006 These rules require engagement of an issue manager registered with the Commission and gets the proposed issue underwritten by an underwriter who is also registered with the Commission Intending issuer in association with the issue manager prepares prospectus and collects necessary documents that required to be filed with the Commission along with the draft proposal

The draft prospectus among other things must disclosed name of the company and business in which it is engaged along with description of property and competition types number and price of securities being offered information about issue manager underwriters directors and key officials along with their compensation and information about related party transactions risk factors financial conditions use of proceeds lock in provision and subscription opening closing and refund provision in the event of eitherCancellation of offering or unsuccessful in getting shares supplied for Price of the securities offered is determined by the issuer in association with issue manager However issue price must be substantiated to the Commission Although the Commission accords consent to publish prospectus on full discloser basis yet it ensures certain requirements in according said consent so that investorrsquos interest could be protected

During the FY 2006-2007 the Commission accorded consent to 10 companies to raise capital of Tk386330 million through initial public offering The subscription for shares of the above 10 companies was Tk387340 million against offer of Tk386330 million The application money of 10 companies was 877 times more than the amount of public issue It appears that there is a lot of demand for securities in primary market Information concerning public issue during the year is furnished at Annesure-4

The Comparative picture of participating general investors in the IPO during the last few years is furnished below

FY No of CompaniesSize of IPO

(in million Tk)Subscribed Amount

(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO

Subscribed Amount (in million Tk)

Securities issue through Private Placement

Rules that are required to be complied with for issuance of securities through private placement is Securities and Exchange Commission (Issue of Capital) Rules 2001 under which applicants has to furnish certain information and documents to the commission While according consent the commission imposes conditions that include timely preparation of financial statements and furnishing of the same to the Commission execution of all transaction except petty cash items through companyrsquos bank account These conditions help issuer companies elevate their corporate governance status and make them ready for raising capital through public offering

Capital Rising

During the financial year 2006-2007 the Commission accorded consent to 45 public and 38 private Ltd Companies to raise capital through issuance of privately placed bonus share ordinary shares preference shares GDR of Tk3119680 million and debt securities of Tk208125 million under the Securities and Exchange Commission (Issue of Capital) Rules 2001 Break-up of the said capital raising are as follows


Private Limited Company

Nature of raising capital Number of companiesTotal capital (Million

Taka)

Ordinary shares 30 1787220

Debenture 1 2500

Rights share 2 1120000

Bonus share 9 40960

Preference share 1 60000

Convertible preference share 1 9000

GDR 1 100000

Total 45 3119680

Public Limited Company


Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue

Share issue to existing shareholders by listed companies in proportion to their capital is approved by the Commission under Securities and Exchange Commission (Rights Issue) Rules 2006 As per the said rules such rights issue and price are required to be approved by the shareholders in general meeting

During the said period the commission accorded consent to 6 companies for issue of right shares of Tk335260 million compared to Tk153720million of 7 companies during 2005-06 and the Commission accorded consent 3 rights issues amounting to Tk44760 million of 3 companies in 2004-05


11 FUTURE PLANNING

Securities and Exchange Commission has been trying persistently to develop the Bangladesh capital market To increase the depth of Bangladesh capital market the Commission En association with stock exchanges issuer companies and market intermediaries is considering to issue new instruments and encourage securities with good fundamentals to be listed with the stock exchanges The Commission Is also examining the book building system to introduce in our market In Order to improve aforesaid scenario and for complying with IOSCO Objectives and Principles of Securities Regulations the Commission has taken following measures

Establishment of a capital market Institute to educate investors and intermediaries associated with the capital market and award degree on capital market

To attract the securities with good fundamentals lathe capital market by introducing book building system and for his purpose framing necessary rules

Assisting In establishing a regulatory body to ensure preparation of financial statements based on facts by companies and audit of the same objectively by auditors

Continue efforts to bring the government owned companies to the market Working with the stock exchanges to have an automated payment system of securities

transactions Efforts to continue bringing profitable companies gradually in the capital market Measures to improve corporate governance scenario In Issuer companies and other

market intermediaries of capital market Framing and issuance of a comprehensive bond Issue rules Measures to popularize government bond and corporate bond in capital market Devising regulatory framework for trading of derivative securities Assisting to have unified listing regulations for cross-border listing of companies of

SARRC region Issuance of new rules or amending existing ones In consultation with the stakeholders Continuing the functions of the Consultative Committee consisted of DSE CSE and

SEC officers and consults the Commissionrsquos activities with the SEC Advisory Committee

Strengthen the surveillance system of SEC to enhance transparency in secondary market

For effective and smooth discharging of duties reposed on the Commission Capacity of building existing staff members and recruiting new professional staff


Background

Mission

Functions

BackgroundSEC was established on 8 June 1993 under the Securities and Exchange Commission Act 1993 The Chairman and Members of the Commission are appointed by the government and have overall responsibility to administer securities legislation The Commission at present has three full time members excluding the Chairman The Commission is a statutory body and attached to the Ministry of FinanceMission

Protect the interests of securities investors Develop and maintain fair transparent and efficient securities markets Ensure proper issuance of securities and compliance with securities laws

Functions

Regulating the business of the Stock Exchanges or any other securities market Registering and regulating the business of stock-brokers sub-brokers 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 relating to securities trading in any securities market

Promoting investorsrsquo 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 Undertaking investigation and inspection inquiries and audit of any issuer or dealer

of securities the Stock Exchanges and intermediaries and any self regulatory organization in the securities market

Conducting research and publishing information


Securities and Exchange Commission a government body under the ministry of finance established to regulate the securities market in Bangladesh It was established on 8 June 1993 under the Securities and Exchange Commission Act 1993 Prior to its establishment the securities market was regulated under Capital Issues Act 1947 The main office of SEC is at Dilkusha Commercial Area DhakaSEC is headed by a chairman appointed by the government and has four members under the chairman Two of the members are full-time executives and are nominated directly by the government Of the other two one is a nominee of the BANGLADESH BANK and the other of the ministry of finance The members are responsible for registration capital issue corporate audit administration and finance supervision and monitoring the corporate and legal affairs research and development and education and training In addition to members there are four executive directors one corporate accountant and one legal counselor


































































Types of Shares






Preference Shares




































Bond Market






Derivatives













2 CORPORATE FINANCE






3 REGISTRATION








Mutual Fund






Merchant Bank



















91106 16330


12207 7500


21307 187160


976080




DSE CSE

2006-07 9 4

2005-06 19 7

2004-05 5 4

2003-04 10 10

2002-03 3 3

Total 46 28


9

19

5

10

3

46

47

4

10

3

28

0

5

10

15

20

25

30

35

40

45

50

2006-07 2005-06 2004-05 2003-04 2002-03 Total




4 SURVEILLANCE














Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions

































































Types of Shares






Preference Shares




































Bond Market






Derivatives













2 CORPORATE FINANCE






3 REGISTRATION








Mutual Fund






Merchant Bank



















91106 16330


12207 7500


21307 187160


976080




DSE CSE

2006-07 9 4

2005-06 19 7

2004-05 5 4

2003-04 10 10

2002-03 3 3

Total 46 28


9

19

5

10

3

46

47

4

10

3

28

0

5

10

15

20

25

30

35

40

45

50

2006-07 2005-06 2004-05 2003-04 2002-03 Total




4 SURVEILLANCE














Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions


































Bond Market






Derivatives













2 CORPORATE FINANCE






3 REGISTRATION








Mutual Fund






Merchant Bank



















91106 16330


12207 7500


21307 187160


976080




DSE CSE

2006-07 9 4

2005-06 19 7

2004-05 5 4

2003-04 10 10

2002-03 3 3

Total 46 28


9

19

5

10

3

46

47

4

10

3

28

0

5

10

15

20

25

30

35

40

45

50

2006-07 2005-06 2004-05 2003-04 2002-03 Total




4 SURVEILLANCE














Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions


Derivatives













2 CORPORATE FINANCE






3 REGISTRATION








Mutual Fund






Merchant Bank



















91106 16330


12207 7500


21307 187160


976080




DSE CSE

2006-07 9 4

2005-06 19 7

2004-05 5 4

2003-04 10 10

2002-03 3 3

Total 46 28


9

19

5

10

3

46

47

4

10

3

28

0

5

10

15

20

25

30

35

40

45

50

2006-07 2005-06 2004-05 2003-04 2002-03 Total




4 SURVEILLANCE














Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions





2 CORPORATE FINANCE






3 REGISTRATION








Mutual Fund






Merchant Bank



















91106 16330


12207 7500


21307 187160


976080




DSE CSE

2006-07 9 4

2005-06 19 7

2004-05 5 4

2003-04 10 10

2002-03 3 3

Total 46 28


9

19

5

10

3

46

47

4

10

3

28

0

5

10

15

20

25

30

35

40

45

50

2006-07 2005-06 2004-05 2003-04 2002-03 Total




4 SURVEILLANCE














Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions


3 REGISTRATION








Mutual Fund






Merchant Bank



















91106 16330


12207 7500


21307 187160


976080




DSE CSE

2006-07 9 4

2005-06 19 7

2004-05 5 4

2003-04 10 10

2002-03 3 3

Total 46 28


9

19

5

10

3

46

47

4

10

3

28

0

5

10

15

20

25

30

35

40

45

50

2006-07 2005-06 2004-05 2003-04 2002-03 Total




4 SURVEILLANCE














Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions


Merchant Bank



















91106 16330


12207 7500


21307 187160


976080




DSE CSE

2006-07 9 4

2005-06 19 7

2004-05 5 4

2003-04 10 10

2002-03 3 3

Total 46 28


9

19

5

10

3

46

47

4

10

3

28

0

5

10

15

20

25

30

35

40

45

50

2006-07 2005-06 2004-05 2003-04 2002-03 Total




4 SURVEILLANCE














Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions













91106 16330


12207 7500


21307 187160


976080




DSE CSE

2006-07 9 4

2005-06 19 7

2004-05 5 4

2003-04 10 10

2002-03 3 3

Total 46 28


9

19

5

10

3

46

47

4

10

3

28

0

5

10

15

20

25

30

35

40

45

50

2006-07 2005-06 2004-05 2003-04 2002-03 Total




4 SURVEILLANCE














Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions



DSE CSE

2006-07 9 4

2005-06 19 7

2004-05 5 4

2003-04 10 10

2002-03 3 3

Total 46 28


9

19

5

10

3

46

47

4

10

3

28

0

5

10

15

20

25

30

35

40

45

50

2006-07 2005-06 2004-05 2003-04 2002-03 Total




4 SURVEILLANCE














Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions

4 SURVEILLANCE














Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions







Resolved


38 1 10 27


5 ------- 4 1

Transfer of shares

10 ------- 4 6


7 1 ------- 6


3 ----------- --------- 3


6 ---------- --------- 6


3 ---------- ------ 3






Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions




Resolved


2 ----- ----- 2


4 ----- ----- 4


3 ----- ----- 3






9 October 2006


















7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions














7 Enforcement
















Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions











Sl No

Date Subject
















Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions


Sl No

Date Subject


























SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions











SL No



Classification



Notification



Notification





Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions




Order



Notification

LAW









Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions



Education Program


10 CAPITAL ISSUE














(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions







(in million Tk)

2002-03 13 116120 404890 339

2003-04 5 72300 614780 850

2004-05 14 115910 1270970 1098

2005-06 8 99050 1394310 1408

2006-07 10 386330 3387340 877


011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions

011612

40489

723

61478

11591

127097

9905

139431

38633

338734

0

5000

10000

15000

20000

25000

30000

35000

2002-03 2003-04 2004-05 2005-06 2006-07

Size of IPO




Capital Rising





Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions



Taka)


Debenture 1 2500


Bonus share 9 40960



GDR 1 100000

Total 45 3119680



Taka)


Debenture 3 7750


Bonus share 1 960


Total 38 2081250

Rights Issue




11 FUTURE PLANNING













Background

Mission

Functions

11 FUTURE PLANNING













Background

Mission

Functions

security exchange commission main copy

Documents