Faculty of

Business Administration
Jatiya Kabi Kazi Nazrul Islam University

Assignment on : Summarize on Dhaka Stock Exchange Website’s Components

Course Name : Portfolio Management
Course Code : FB 407

Presented to Md. Masud Chowdhury

Assistant Professor
Finance & Banking Department

Presented by Abdullah Al Noman

ID. 17132640
Session 2016-17
Finance & Banking Department

Date of Submission 18th January, 2022

 Table of Contents

Bangladesh Securities & Exchange

Commission…………………………………………………………………………….......4
(Tier-1) About Dhaka Stock Exhange ................................................................................ 4
Introduction to DSE ............................................................................................................... 4
Vission and Mission of DSE .................................................................................................. 5
Functions of Board Committees............................................................................................. 5
Functions of DSE ................................................................................................................... 7
DSE Clearing and Settlement System. ................................................................................... 7
Divisions of DSE.................................................................................................................. 10
DSE Indices .......................................................................................................................... 10
(Tier-2) Market Updates .................................................................................................... 11
Valid Announcements. ......................................................................................................... 11
Top 10 Gainers & Top 10 Losers ......................................................................................... 11
Recent Market Information .................................................................................................. 12
Comparison of Market ......................................................................................................... 12
(Tier 3) Rules and Regulations.......................................................................................... 13
Memorandum of Association of DSE .................................................................................. 13
Corporate Governance Code ................................................................................................ 14
Investors Protection and Regulations, 1999 ......................................................................... 17
(Tier 4) Companies/Securities Info. .................................................................................. 20
Listed Companies/Securities ................................................................................................ 20
New Issues (IPO) ................................................................................................................. 20
AGM/EGM Record Date. .................................................................................................... 21
(Tier-5) Investor Guide. ..................................................................................................... 22
General Profile of Bangladesh. ............................................................................................ 22
Economy of Bangladesh....................................................................................................... 24
Opportunity for Foreign Investors. ...................................................................................... 25
Facilities for Non-Resident Bangladeshies. ......................................................................... 25
(Tier-6) Listing.................................................................................................................... 26
Benefits of Lsiting. ............................................................................................................... 26
Why Listing with DSE. ........................................................................................................ 26
Methods of Listing. .............................................................................................................. 26
Provisions of Mandatory Listing. ......................................................................................... 26
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Eligibility Criterias for being Listed at DSE. ....................................................................... 27
Listing Procedure . ............................................................................................................... 27
Listing Fees. ......................................................................................................................... 29
(Tier-7) Products. ............................................................................................................... 30
Equity. .................................................................................................................................. 30
Debt. ..................................................................................................................................... 30
Future Products. ................................................................................................................... 30
Conclusions. ........................................................................................................................ 31

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 Bangladesh Securities and Exchange Commission
The Bangladesh Securities and Exchange Commission (BSEC) was established on 8th June,
1993 as the regulator of the country’s capital market under the provision of Bangladesh
Securities and Exchange Commission Act 1993. The purpose of the Commission is to protect
the interest of investors in securities, develop the securities market and make rules for matters
connected therewith or ancillary thereto. The Commission consists of the Chairman and four
Commissioners who are appointed for full time by the Government. The Chairman acts as the
Chief Executive of the Commission. The Commission is a statutory body and attached to the
Ministry of Finance. BSEC is an ‘A’ category member of International Organization of
Securities Commissions (IOSCO) since 22 December 2013. Both Dhaka Stock Exchange
(DSE) and Chittagong Stock Exchange (CSE) operate under Bangladesh Securities and
Exchange Commission.

Dhaka Stock Exchange (DSE)

(TIER-1) ABOUT DHAKA STOCK EXCHANGE

INTRODUCTION TO DSE
The necessity of establishing a stock exchange in the then East Pakistan was first recognized
by the government when, early in 1952, it was learnt that the Calcutta Stock Exchange had
prohibited transactions of Pakistani shares and securities. The Provincial Industrial Advisory
Council of Pakistan soon set up an organizing committee for the formation of a stock exchange
in East Pakistan. A decisive step was taken in the second meeting of the organizing committee
held on 13th March, 1953. In the cabinet room, Eden Building, under the chairmanship of A.
Khaleeli, Secretary of the Government of East Bengal, Commerce, Labor and Industries
Department, various aspects of the issue were discussed in detail. The central government’s
proposal regarding the opening a branch of Karachi Stock Exchange at Dhaka did not find
favor with the meeting who felt that East Pakistan should have an independent stock exchange.
It was suggested that Dacca Narayanganj Chamber of Commerce & Industry should approach
its members for purchasing the membership cards at RS. 2000 each for the proposed Stock
Exchange.

The chamber informed its members and members of its affiliated associations on the
proceedings of the above meeting, requesting them to intimate whether they were interested in
joining the proposed stock exchange. This was followed by meeting at the chamber of which
about 100 persons were interested in the formation of the exchange on July 7, 1953. The
meeting invited 8 gentlemen to become promoters of the exchange with M Mehdi Ispahani as
the convener and authorized them to draw up the Memorandum and Articles of Association of
the Exchange and proceed to obtain registration under the Company’s Act, 1913. The other 7
promoters of the exchange were J. M. Addision-Scott, Mohamed Hanif, A. C. Jain, A.K. Khan,
Abdul Jalil, M. Shabbir Ahmed and Sakhawat Hossain. The 8 promoters incorporated the
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formation as the East Pakistan Stock Exchange Association Limited on April 28, 1954. As
public limited company the name was revised to East Pakistan Stock Exchange Ltd on June
23, 1962. Again on May 14, 1964 the name of East Pakistan Stock Exchange Limited was
changed to "Dacca Stock Exchange Ltd." At the time of incorporation, the authorized capital
of the Exchange was RS. 3,00,000 divided into 150 shares of RS. 2,000 each and by an extra
ordinary general meeting held on February 22, 1964 the authorized capital of the exchange was
increased to RS. 5,00,000 divided into 250 shares of RS. 2,000 each. The paid up capital of the
exchange stood at RS. 4,60,000 divided into 230 shares of RS. 2,000 each. However, 35 shares
out of 230 shares were issued at RS. 80,00,000 only with a face value of RS. 2,000 at a premium
of RS. 79,98,000 each. Although incorporated in 1954, the formal trading started in 1956 at
Narayanganj after obtaining thecertificate of commencement of business. But in 1958 it was
shifted to Dhaka and started functioning at the Narayangonj Chamber Building in Motijheel
C/A.

On October 1, 1957 the Stock Exchange purchased a land measuring 8.75 katha at 9F Motijheel
C/A from the Government and shifted to its own current location in 1959.

VISION & MISSION OF DHAKA STOCK EXCHANGE

Vision
To be the leading exchange in the region and a key driver of economic growth with state of art
technology and world class service to ensure highest level of confidence among stakeholders.

Mission

• Proactive approach to keep pace with continuous technological advancement, and

providing highest standard of service through efficiency improvement and introduction of
new products.
• Contributing to country's economic growth through creation of wealth, facilitating access
to capital and penetrating untapped market.
• Superior corporate governance to enhance confidence of investors, regulators, issuers and
intermediaries.

FUNCTIONS OF BOARD COMMITTEES

Functions of the committee as per Regulation 15(1) of the Dhaka Stock Exchange
Regulations:
The Committee shall discharge such functions as may be vested to it by the Board from time
to time. Without prejudice to the generality of the nature, functions of the committee shall be
as follows:

• scrutinize nomination papers that may be submitted by a candidate for the post of Director
including Independent Directors according to "Fit and Proper Criteria" as described in this
Scheme and the Regulations concerned.;
• provide recommendation of remuneration and other facilities of the Directors for approval
of the shareholders through the board;
• provide recommendation of remuneration for the Managing Director for approval of the
shareholders through the board;
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• carry out the function of searching qualified persons for the recruitment of the Managing
Director;
• short-list candidates for the appointment of the Managing Director;
• recommend the appointment, compensation, succession planning and removal of the CRO
to the Board in consultation with the RAC. Provided that CRO can only be appointed and
removed upon recommendation by the RAC to the Board and with final approval of the
Commission. For this purpose, non-renewal of the contract with CRO shall also be
considered as removal;

Functions of Regulatory Affairs Committee as per Regulation 15(2) of the Dhaka Stock
Exchange-Regulations:
The Regulatory Affairs Committee (“RAC”) shall act as the vehicle for separation of business
and regulatory activities of the Exchange. RAC shall ensure that the Regulatory Affairs
Division (“RAD”) functions effectively and take measures necessary to create and maintain an
effective regulatory environment to improve investor confidence and market integrity.

RAC shall act as the vehicle for separation of business activities from self-regulation.

The Regulatory Affairs Committee shall:

• develop an overall regulatory plan and roles and responsibilities of each department of
RAD;
• ensure adequacy and effectiveness of the exchange’s regulatory plan and approve annual
plans/targets for the RAD;
• recommend all required regulatory amendments to the Board;
• assess performance of the RAD in the light of regulatory program and take measures and
where necessary make recommendations to the Board for improvements;

Functions of Audit and Risk Management Committee as per Regulation 15(3) of the
Dhaka Stock Exchange (Board and Administration) Regulations, 2013:

• The Audit and Risk Management Committee shall assist the Board of Directors in ensuring
that the financial statements reflect true and fair view of the state of affairs of the company
and in ensuring a good internal monitoring system within the business;
• The Audit and Risk Management Committee shall be responsible for internal financial, cost
and management audits of the Exchange periodically;
• The Audit and Risk Management Committee shall assess the risks related to investments
and associated financial management of the exchange, perform benefit-cost analysis and
advice the board to make financial decisions;
• The Audit and Risk Management Committee shall:
o monitor choice of accounting policies and principles;
o monitor Internal Control and Risk management process;
o oversee hiring and performance of external auditors;
o review along with the management, the annual financial statements before submission
to the board for approval;

Functions of Appeals Committee as per Regulation 15(4) of the Dhaka Stock Exchange
Regulations:
The Appeals Committee shall have the authority to decide on any appeal against decisions to
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take disciplinary action against officers/employees of the Exchange. No member of the Appeals
Committee shall be involved in the decision to take disciplinary action against the officer or
employee lodging the appeal. The Appeals Committee shall also review the operations of the
Disciplinary Procedures on a continuous basis and propose improvements/inclusions as the
committee considers necessary to the Board and ensure that the Exchange's disciplinary rules
are appropriate to handle the disciplinary issues.

Functions of Conflict Mitigation Committee as per Regulation 15(5) of the Dhaka Stock
Exchange-Regulations:

The Conflict Mitigation Committee shall satisfy the Board of Directors (“Board”) that any
perceived or actual conflict of interest between the Exchange's regulatory responsibilities and
commercial interests is addressed. These functions include:

• Deal with perceived or actual conflict between regulatory responsibilities and commercial
interests of the Exchange; and
• Review the adequacy of the arrangements within the Exchange for dealing with any
perceived or actual conflict arising from/during:
o the commercial interests of the Exchange to its shareholders, including any conflict of
interest or potential conflict of interest arising as a result of the listing of the shares of
the Exchange in its own bourse;
o supervision and monitoring disclosures made by the Directors of the Exchange in
discharge of their obligation under the Code of Conduct and Ethics;
o recommending the course of action to be taken against the disclosing Director in case
any concealment or omission of material information is detected;

FUNCTIONS OF DHAKA STOCK EXCHANGE

The major functions are:

• Listing of Companies (As per Listing Regulations).

• Providing the screen based automated trading of listed Securities.
• Settlement of trading (As per Settlement of Transaction Regulations).
• Gifting of share / granting approval to the transaction/transfer of share outside the trading
system of the exchange (As per Listing Regulations 47).
• Market Administration & Control.
• Market Surveillance.
• Publication of Monthly Review.
• Monitoring the activities of listed companies (As per Listing Regulations).
• Investors grievance Cell (Disposal of complaint bye laws 1997).
• Investors Protection Fund (As per investor protection fund Regulations 1999).
• Announcement of Price sensitive or other information about listed companies through
online.

DSE CLEARING & SETTLEMENT SYSTEM

The Automated Clearing and Settlement System is developed to automate all post trade
activities regarding clearing and settlement. Major activities of the system are as below:

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Settlement: In settlement process DSE receives all charges and AIT from buying and selling
brokers. DSE also receives receivable amount from buying brokers and earmark selling shares
in selling broker clearing account through CDBL settlement schedule. Regulation 4 of the
DHAKA STOCK EXCHANGE REGULATIONS, 2013 has been given effect time to time.
Clearing: In clearing process DSE make payment by credit instruction and deliver share
through CDBL clearing schedule to buying broker. Here is a complete picture of the settlement
system for all Instruments categories as A, B, G, N and Z which are traded in DSE.

A-Category Companies: Companies which are regular in holding the annual general meetings
and have declared dividend at the rate of ten percent or more in the last English calendar year.

B-Category Companies: Companies which are regular in holding the annual general meetings
but have failed to declare dividend at least at the rate of ten percent in the last English calendar
year.
G-Category Companies: Green-field companies of which shares are listed with the DSE
before the company goes into commercial operation and prior to listing the said company
declares the year of first declaration of dividend.
N-Category Companies: Newly listed companies except green-field companies which shall
be transferred to other categories in accordance with their first dividend declaration and
respective compliance after listing of their shares.
Z-Category Companies:

1. Any listed company shall be shifted or transferred to the "Z-category" immediately for any
of the following reasons or events:
a. if the issuer fails to declare cash dividend for a period of 2 (two) consecutive years
from the date of declaration of last dividend, or the date of listing with the stock
exchange, as the case may be;
b. if the issuer fails to hold its Annual General Meeting (AGM) within a stipulated
time as per relevant laws: Provided that in case of non-holding of AGM in the
consequence of any writ petition or any legal process pending before the court, i.e.
being sub-judice matter or in the event of force majeure maximum 2 (two) years
may be considered for placement or adjustment of securities to "Z-category";
c. if the issuer company is not in operation or production or exploration continuously
for a period of minimum 6 (six) months excluding any such period for renovation
or BMRE (Balancing, Modernization, Rehabilitation and Expansion) or in the event
of force majeure;
d. if net operating loss or negative cash flows from operation is reported for a period
of 2 (two) consecutive years;
e. if negative balance of retained earnings exceeds its paid up capital.
2. Any listed company shall be placed or adjusted to "Z-category" subject to approval of the
Commission for any non-compliance with any provision of securities laws, rules,
regulations, notifications. orders, directives as well as failure to comply with the continuous
listing requirements as per listing regulations of the stock exchanges and the agreement
thereof.
3. The stock exchange shall review such compliances and non-compliances by the listed
companies regularly and shall place a company or adjust to "Z-category" subject to prior
approval of the Commission.

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4. Clearing Day for contracts listed under Z-category other than contracts in spot market or
contracts with contract (howla) type Delivery Versus Payment "DVP" shall be the third day
following the Trading Day (i.e. T+3).

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DIVISIONS OF DHAKA STOCK EXCHANGE

Divisions and
Departments
of DSE

Under the Market Finance & Information & Company

HR & Admin Regulatory
Managing Development Accounts Communication Affairs
Division Affairs Division
Director Division Division Division Division

DSE INDICES
1. DSEX Shariah Index Methodology – DSE Shariah Index serves as a Shariah compliant
board market benchmark measuring the performance of Bangladesh equity market. The
index is constructed as a subset of the DSE Board Index and includes all stocks included
in the parent index that pass rules based on screens for shariah compliance. An index
committee is set up to govern the maintenance of the index.

2. New Indices
The Dhaka Stock Exchange Limited introduced DSE Broad Index (“DSEX”) and DSE
30 Index (“DS30”) based on free float and S & P methodology with effect from January
28, 2013.” DSEX” will be the Broad Index of the Exchange (Benchmark Index) which
will reflect around 97% of the total equity market capitalization.

DS30 constructed with 30 leading companies which can be said as investable Index of
the Exchange. “DS30” will reflect around 51% of the total equity market capitalization.
The criteria taken into consideration in its construction are:

DS30 - Eligible stocks must have a float-adjusted market capitalization above 500 million
BDT as of the rebalancing reference date.
DSEX - Eligible stocks must have a float-adjusted market capitalization above 100 million
BDT. Additionally, if a current index constituent falls below the 100 million BDT
threshold, but is no less than 70 million BDT, then the stock remains in the index provided
it also meets the other inclusion criteria.

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 (TIER-2) MARKET UPDATES

VALID ANNOUNCEMENTS

One can search about specific institution (listed in DSE) by selecting Search By Symbol or can
get overall scenario on a specific date by selecting Search By Date option.

TOP 10 GAINERS & TOP 10 LOSERS

One can know regarding top ten gainer institutions on a specific date by considering Close
Price and Yesterday’s Close Price as well as Open Price and Last Trade Price.
Beside one can know about top ten loser institutions on a specific date by considering Close
Price and Yesterday’s Close Price as well as Open Price and Last Trade Price.

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RECENT MARKET INFORMATION

Recent market information shows the highest records of all times of components like Total
Number of Trades, Total Trade in Volume, in Taka, Total Market Capital in Taka, DSE Index,
DSEX Index, DS30 Index, DGEN Index.

COMPARISON OF MARKET

One can view the worldwide information on stock markets and stock exchanges at a glace from
here. Regions are divided as Asia Pacific, Asian Giants, Europe and USA where components
like Stock Exchange Index, Gross Domestic Product, Inflation and Interest Rate are included.

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 (TIER-3) RULES AND REGULATIONS

MEMORANDUM OF ASSOCIATION OF DSE

THE COMPANIES ACT, 1994 (ACT NO. XVIII OF 1994)

A PUBLIC COMPANY LIMITED BY SPARES
MEMORANDUM OF ASSOCIATION
OF
DHAKA STOCK EXCHAGE LIMITED

I. The name of the Exchange is “DHAKA STOCK EXCHANGE LIMITED”.

II. The Registered office of the Exchange shall be situated in Bangladesh.

III. The objects for which the Exchange is established are as under:
1. To conduct the affairs of the Exchange;
2. To maintain and provide a market place or facilities for bringing together buyers
and sellers of securities of for otherwise performing with respect to securities the functions
commonly performed by an exchange as that term is generally understood;
3. To facilitate, promote, regulate, assist, control, and carry on the business of stock
exchange, stocks and securities clearing house, futures exchange, commodity
exchange, futures contracts, clearing company and central depository and all other
related affairs and transactions of a stock exchange in accordance with law;
4. To issue Trading Right Entitlement Certificate (TREC) or Clearing Member
Certificate in favor of any person as may be required to be admitted for the purpose
of running the business of the exchange;
5. To make, amend, implement, enforce and repeal bye-laws and regulations with
the prior-approval of the Bangladesh Securities and Exchange Commission
(BSEC) for the benefit of the Exchange, protection of investors interest and
functioning of the capital market;
6. To mitigate/resolve conflict among and/or between its shareholder› TREC
holders, strategic partner/shareholders to establish just and equitable principles in
the business,to promote fair practices amongst and/or between its shareholders,
TREC holders, strategic partners/shareholders and to decide all questions of usage
or courtesy amongst end/or between shareholders, TREC holders, strategic
partner/shareholders of the Exchange;
7. To purchase, sale, lease, mortgage, exchange or hire or otherwise acquire ot dispose
of any estate, movable, immovable, intangible, real, intellectual property or interest
and any rights and privileges whatsoever and to hold, develop, deal with and grant
options, leases, real and personal property which the Exchange for the purpose
thereof, may from time to time think proper;
8. To receive money on deposit, borrow or raise money for the purposes of the
Exchange’s business or its objects as it thinks fit and to secure the repayment
thereof in particular to pledge, execute bills of sale, create charges against the
undertaking and all or any of the Exchange’s property;
9. To invest any money of Exchange not required for the time being for such
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 investment as may be considered proper and to hold, sell or otherwise deal
with such investments;
10. To subscribe or donate for or guarantee money for any national, charitable,
benevolent, general or useful object;

IV. The liability of the members of the exchange is limited.

V. The Authorized Share Capital of the Exchange is Taka 25,000,000,000 divided

into 2,500,000,000 shares of Taka 10 each, with power to increase and reduce
the capital of Exchange and or subdivide it into shares of different classes.

VI. Any amendment of this Memorandum of Association shall require prior

approval of the Bangladesh Securities and Exchange Commission.

CORPORATE GOVERNANCE CODE

The Conditions, i.e., Corporate Governance Code:
1. Board of Directors –
(1) Size of the Board of Directors
The total number of members of a company’s Board of Directors (hereinafter referred
to as “Board”) shall not be less than 5 (five) and more than 20 (twenty).

(2) Independent Directors

All companies shall have effective representation of independent directors on their
Boards, so that the Board, as a group, includes core competencies considered relevant in
the context of each company; for this purpose, the companies shall comply with the
following:-

(a) At least one-fifth (1/5) of the total number of directors in the company’s Board shall
be independent directors; any fraction shall be considered to the next integer or whole
number for calculating number of independent director(s);
(b) For the purpose of this clause “independent director” means a director-
(i) who either does not hold any share in the company or holds less than one percent
(1%) shares of the total paid-up shares of the company;
(ii) who has not been an executive of the company in immediately preceding 2 (two)
financial years;
(iii) who does not have any other relationship, whether pecuniary or otherwise, with
the company or its subsidiary or associated companies;
(iv) who is not a member or TREC (Trading Right Entitlement Certificate) holder,
director or officer of any stock exchange;

(3) Qualification of Independent Director –

(a) Independent director shall be a knowledgeable individual with integrity who is able
to ensure compliance with financial laws, regulatory requirements and corporate
laws and can make meaningful contribution to the business;

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 (b) Independent director shall have following qualifications:
(i) Business Leader who is or was a promoter or director of an unlisted company
having minimum paid-up capital of Tk.100.00 million or any listed company or
a member of any national or international chamber of commerce or business
association; or
(ii) Corporate Leader who is or was a top level executive not lower than Chief
Executive Officer or Managing Director or Deputy Managing Director or Chief
Financial Officer or Head of Finance or Accounts or Company Secretary or
Head of Internal Audit and Compliance or Head of Legal Service or a candidate
with equivalent position of an unlisted company having minimum paid-up
capital of Tk.100.00 million or of a listed company; or
(iii) University Teacher who has educational background in Economics or Commerce
or Business Studies or Law;
(c) The independent director shall have at least 10 (ten) years of experiences in any field
mentioned in clause (b).

(4) Duality of Chairperson of the Board of Directors and Managing Director or Chief
Executive Officer –
(a) The positions of the Chairperson of the Board and the Managing Director (MD) and/or
Chief Executive Officer (CEO) of the company shall be filled by different
individuals;
(b) The Managing Director (MD) and/or Chief Executive Officer (CEO) of a listed
company shall not hold the same position in another listed company;

(d) The Chairperson of the Board shall be elected from among the non-executive
directors of the company;

(5) The Directors’ Report to Shareholders

(i) An industry outlook and possible future developments in the industry;
(ii) The segment-wise or product-wise performance;
(iii) Risks and concerns including internal and external risk factors, threat to
sustainability and negative impact on environment, if any;
(iv) A discussion on Cost of Goods sold, Gross Profit Margin and Net Profit Margin,
where applicable;
(v) A discussion on continuity of any extraordinary activities and their implications
(gain or loss);

(6) Meetings of the Board of Directors

The company shall conduct its Board meetings and record the minutes of the meetings
as well as keep required books and records in line with the provisions of the relevant
Bangladesh Secretarial Standards (BSS) as adopted by the Institute of Chartered
Secretaries of Bangladesh (ICSB) in so far as those standards are not inconsistent with
any condition of this Code.

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(7) External or Statutory Auditors

(1) The issuer company shall not engage its external or statutory auditors to perform
the following services of the company, namely:-
(i) appraisal or valuation services or fairness opinions;
(ii) financial information systems design and implementation;
(iii) book-keeping or other services related to the accounting records or financial
statements;
(iv) broker-dealer services;
(v) actuarial services;
(vi) internal audit services or special audit services;
(vii) any service that the Audit Committee determines;
(viii) audit or certification services on compliance of corporate governance as
required under condition No. 9(1); and
(ix) any other service that creates conflict of interest.

(2) No partner or employees of the external audit firms shall possess any share of the
company they audit at least during the tenure of their audit assignment of that company;
his or her family members also shall not hold any shares in the said company:
Provided that spouse, son, daughter, father, mother, brother, sister, son-in-law and
daughter-in-law shall be considered as family members.

(3) Representative of external or statutory auditors shall remain present in the

Shareholders’ Meeting (Annual General Meeting or Extraordinary General Meeting) to
answer the queries of the shareholders.

(8) Maintaining a website by the Company –

(1) The company shall have an official website linked with the website of the stock
exchange.
(2) The company shall keep the website functional from the date of listing.
(3) The company shall make available the detailed disclosures on its website as
required under the listing regulations of the concerned stock exchange(s).
(9) Reporting and Compliance of Corporate Governance –
(1) The company shall obtain a certificate from a practicing Professional Accountant
or Secretary (Chartered Accountant or Cost and Management Accountant or
Chartered Secretary) other than its statutory auditors or audit firm on yearly basis
regarding compliance of conditions of Corporate Governance Code of the
Commission and shall such certificate shall be disclosed in the Annual Report.
(2) The professional who will provide the certificate on compliance of this Corporate
Governance Code shall be appointed by the shareholders in the annual general
meeting.

(3) The directors of the company shall state, in accordance with the Annexure-C attached,
in the directors’ report whether the company has complied with these conditions or
not.
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INVESTORS’ PROTECTION FUND REGULATIONS,1999
1. Short Title
These regulations shall be called “DHAKA STOCK EXCHANGE INVESTORS’
PROTECTION FUND REGULATIONS, 1999

2. DEFINITIONS
1. In these regulations unless there is anything repugnant in the subject or context;
(a) “ Board” means the Board of Trustee of the Fund ;

(b) “Council” means the Council of DSE;

(c) “Commission” or “SEC “means the Securities and Exchange Commission

(d) “Chairman” means the Chairman of the Council of DSE ;

(e) “Defaulting member” means a member of DSE who has been adjudicated as
insolvent or has, as the case may be , wounded up voluntarily or otherwise, or who
has failed to settle his customers’ dues in terms of money or security;

(f) “ Dhaka Stock Exchange” or “DSE” means the Dhaka Stock Exchange Limited ;

(g) “Fund” means the Dhaka Stock Exchange Investors’ Protection Fund established by
Dhaka Stock Exchange Ltd. under these regulations;

(h) “Investor” means a customer of a member of the DSE placing funds or securities with
the member for carrying out buy or sale transaction in security listed with DSE, and
shall also include the money or security due to be paid or delivered to the customer
by member; but shall not include the member or any of the directors or partners;
(2) Words and expressions used but not defined shall have the same meanings as are
assigned thereto in the Companies Act, 1994, the S ecurities and Exchange Ordinance,
1969, the Securities and Exchange Commission Act, 1993, the Trust Act, 1882;

(3) Words importing the masculine gender shall, unless a contrary intention appears, be taken
to include the feminine; and Words importing the plural number shall, unless a contrary
intention appears, be taken to include the singular.

3. LODGING OF CLAIMS AND PAYMENT AGAINST CLAIMS

(A) Claims of the customers may generally fall into the following categories:
(i) Claims arising out of payments made to a member for securities which have
been received from DSE but not delivered by the member;
(ii) Claims arising out of securities delivered to the member by the customer but in
respect of which the sale proceeds have not been received;
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 (iii) Claims arising out of money in the hand of the member pending utilization for buying
securities or money in the hand of the member which has been
improperly dealt with;
(B) CLAIMS TO BE CONSIDERED FOR PAYMENT
The Trustees shall consider the claims of customers of a member who has become a
defaulter in respect of any of the following :
i) Winding up ii) Insolvent

(C) CERTAIN CLAIMS TO BE DISALLOWED

The fund shall not be available for claims in respect of repayment of deposits or loans
placed with or given to a defaulting member by any person or for any other
transaction not connected with the purchase and/or sale of listed securities.

(D) TIME LIMIT FOR LODGING CLAIMS

Customers of a defaulting member shall lodge a claim with the Trustees of the Fund
within a period of six months from the date of declaration of such member as a defaulter
in accordance with these regulations. The Trustees may not entertain any claim lodged
after the expiry of the aforesaid time limit. The Trustees may also not entertain such
claim if the defaulting member gets himself readmitted as a member.

(E) COMPENSATION NOT TO EXCEED MAXIMUM LIMIT

The compensation paid in respect of any single customer claimant shall not exceed a
sum of Tk.25,000/- (twenty-five thousand) only. The Trustees may however at any
time in consultation with the Council increase the maximum limit of compensation
payable as aforesaid.
(H) APPEAL
A customer shall be entitled to apply to the Trustees for reconsideration of the
decision of the Trustees to reject or partially grant or allow any claim and the decision
of the Trustees shall be final and binding and the Trustees shall act accordingly.
(4) DISCRETIONARY NATURE OF FUND –
The Fund shall be discretionary Fund and the Trustees shall be under no legal obligation
to collect the debts of a defaulter member and/or to make payments from the Fund.

(5) BAR ON ASSIGNMENT

The contribution of a member shall not be a debt due from the Fund and no member shall
be entitled to transfer or assign in any manner his contribution to the Fund.

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(6) ALTERATION OF REGULATIONS

(i) The Trustees, with the written consent of the Council may, in their discretion, alter,
modify or repeal any of these regulations as they consider necessary but no such
addition, alteration, modification or repeal shall have retrospective effect;
(ii) If there is any repugnance between these regulations and DSE rules, bye-laws or
regulations, such repugnance, to that extent, shall be ineffective and the Trustees shall,
if so required by the Council, remove such repugnance.
(iii) Any such alteration in or removal from these regulations shall be made and become
effective subject to the compliance of the relevant provisions of the Securities and
Exchange Ordinance, 1969.
(7) EXPENSES OF THE FUND
The Trustees shall not be entitled to any remuneration but shall be entitled to charge to the
Fund all expenses of management and administration of the Fund including fees of auditors,
legal advisers or other professional advisers, and staff salaries, wages and all related costs,
charges and expenses to which the Trustees shall be put to in connection with the Fund or
any legal claim thereon by any reason whatsoever.
(8) INDEMNITY
The Trustees shall be indemnified by the Fund from and against all actions, proceedings,
losses, damages, claims, liabilities, costs, charges and expenses in connection with the Fund
or the management and administration thereof or any dealings therewith provided that the
same shall not arise by reason of their gross neglect or wilful default or fraud or of personal
reason.
(9) DECLARATION
Every member shall sign a Declaration in the form prescribed by the Trustees signifying
his assent to the Fund and to abiding by and observing the regulations for the time being
in force including the decision of the Trustees.
(10) REPORTING TO SEC AND DSE
The Trustees shall furnish a quarterly report on the Fund and affairs of the Trustees to SEC
and DSE within one month of the end of each quarter.
(11) WINDING UP
(i) The Trust shall be wound up, dissolved or liquidated only in the event of the dissolution
of Dhaka Stock Exchange Ltd.
(ii) For the purpose of winding up the Trustees shall first realize the assets of the Fund and
after meeting all debts/liabilities and claims the amounts/assets so realized shall be and
form a part of the property of Dhaka Stock Exchange and shall be appropriated or
utilized accordingly.

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 (TIER-4) COMPANIES / SECURITIES INFO

LISTED COMPANIES / SECURITIES

In this segment information regarding all listed institutions (companies/banks/insurance
companies/mutual funds/securities) in Dhaka Stock Exchange are included. There are 617
listed companies in subtotal up to January 2022 in DSE.
NEW ISSUES (IPO)
Here information regarding companies Initial Public Offering are attached. Update information
can be found up to a certain period, though all initial public offerings are recorded here. A
specific form is for IPO for companies to be followed for the issuance of shares for first time.

Fixed price IPO

Under this method the IPO share price is fixed before it is made available to the public. This
price is usually set by evaluating the total assets, liabilities, and every other financial aspect.
The IPO price does not fluctuate depending on its demand. The total demand for that IPO is
known only after the issue is closed.

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Book building IPO

In a book building IPO, the price is determined during the process of IPO. There is no fixed
price, but a price band. The price band is decided based on the company’s financials, the
success of the road shows and prevailing market conditions. The lowest price in the band is the
‘floor price’ and the highest price is the ‘cap price’. The investors are free to bid for any number
of shares, along with the price at which they are willing to pay. The quoted price must be within
the price band though. In the end, the share price is decided based on the bids. The demand of
that IPO is published every day as the book is built.

Sukuk/Bonds

Sukuk and Bonds are financial instruments issued by Governments or Corporates to raise
money from investors for a period of time. These are enlisted in DSE Premier Bank Perpetual
Bond, IBBL 2nd Perpetual Mudaraba Bond, SJIBL Mudaraba Perpetual Bond, AIBL
Mudaraba Perpetual Bond, Beximco Green Sukuk Al Istisna´a.

AGM/EGM AND RECORD DATE

Record Date
The date by which a shareholder must officially own shares in order to be entitled to a dividend.
On a rights issue, it is the date by reference to which entitlements of shareholders to nil paid
rights are calculated. In this segment, DSE provides update information regarding companies
record date.

Companies' AGM/EGM and Record Date

DSE updates companies Annual General Meeting dates along with venues set by companies,
in this segment for shareholders of concerned companies.

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 (TIER-5) INVESTOR GUIDE

GENERAL PROFILE OF BANGLADESH

In this segment, overall scenario of the country, Bangladesh, is drawn for everyone but mainly
for people associated with securities market to provide a basic information and attract both
local and foreign investors to invest in Bangladesh.

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ECONOMY OF BANGLADESH
In this segment, overall scenario of the economy of Bangladesh is shown mainly for the people
associated with securities market to provide a deep information and attract both local and
foreign investors to invest in Bangladesh.

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OPPORTUNITY FOR FOREIGN INVESTORS
In order to attract foreign investors to invest in Bangladesh, meanwhile in Bangladeshi
companies, this segment is decorated well in a nutshell.
Who are Foreign Investors?
A Foreign Investor is any Foreigners residing in Bangladesh or abroad willing to invest in
Bangladesh Capital Markets are considered Foreign Investors.
Bangladesh provides - a very friendly and open investment atmosphere for foreign investors.
No Capital Gains Tax on individual. “Long established legislative and legal framework protects
foreign investment in Bangladesh”– Bangladesh Primer, Market Introduction by Deutsche
Bank.
How to start?
• Open NITA Account with AD (Authorized Dealer) of foreign currency department of any
financial institution or through any custodians.
• Select Custodian in Bangladesh (HSBC Limited, SCB Limited, Dhaka Bank Limited,
South East Bank Limited, AB Bank Limited)
• Open BO through custodian.
• Open Trading Account with preferred broker (optional as the custodian will provide the
service through holding cash account (NITA) on behalf of the Investors)
• Start Trading.

The flow of Investment activity may take place in the following form:

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FACILITIES FOR NON-RESIDENT BANGLADESHIES
Who are NRB?
• Either as foreign country’s permanent resident or with valid work permit.
• In case of a foreign passport holder an endorsement either from the relevant Bangladeshi
embassy or from Bangladesh foreign ministry stating that “No visa is required” for
traveling to Bangladesh – as a proof of dual citizenship.

Incentives for Non-Resident Bangladeshis (NRBs)

• 10% quota in all Initial Public Offerings (IPOs) is reserved for non-resident Bangladeshis.
• Can also trade in the secondary capital market while abroad through Nominee.
• There is no Capital Gain tax on individual.
• Individual Income Tax assessment is similar to any other Resident Bangladeshi.
• @10% tax rebate on investment allowance on security investment.

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 (TIER-6) LISTING

BENEFITS OF LISTING
Listing provides an exclusive privilege to securities in the stock exchange. Only listed shares
are quoted on the stock exchange. Stock exchange facilitates transparency in transactions of
listed securities in perfect equality and competitive conditions. Listing is beneficial to the
company, to the investor, and to the public at large. The important advantages of listing are
listed below:
• Preferential Tax Benefit
• Fund Raising and exit route to investors
• Liquidity/Ready Marketability of Security
• Ability to raise further capital
• Enhance Corporate Value and Branding
• Supervision and Control of Trading in Securities
• Timely Disclosure of Corporate Information
WHY LIST WITH DSE?

• DSE is premier bourse of the country.

• DSE offers companies a recognized listing and capital raising venue.
• DSE provides deepest market liquidity available in the country.
• You can unlock your potential with more than 500 listed securities.
• DSE is committed to ensure orderly and fair markets and that risks are managed prudently,
consistent with the public interest and, in particular, the interests of the investing public.

METHODS OF LISTING

1. Listing through Initial Public Offer (IPO)

a. fixed price method, when offered at par value; or
b. book-building method, when offered above par value.
2. Offloading of Shares through direct listing.

PROVISIONS OF MANDATORY LISTING

A public limited company, including the said converted public limited company, whose paid
up capital exceeds taka fifty crore shall, complying due legal process, apply to the
Commission for making an issue of capital through public offering to the extent prescribed by
the Commission from time to time:

a. Within one year from the date of its paid-up capital exceeds taka fifty crore, or from
the date of publication of this notification in the official gazette, whichever comes
later, if it has already been in commercial operation for three years or more; or
b. Within three years of commencement of its commercial operation, if it has not yet
commenced its commercial operation.

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ELIGIBILITY CRITERIA FOR BEING LISTED AT DSE

General requirements (as per Rule 3, sub-rule (2) of BSEC (Public Issue) Rules, 2015):
An issuer may make an application for public offer of its securities, if –
• it has prepared its financial statements in accordance with the requirements of the
Securities and Exchange Rules, 1987, the provisions of IFRS /IAS as adopted in
Bangladesh and audited the same as per Bangladesh Standards on Auditing (BSA) as well
as the Companies Act, 1994 and other applicable legal requirements;
• it has not made any material change including raising of paid-up capital after the date of
audited financial statements as included in the prospectus;
• the issue manager or any of its connected persons is in no way connected with the issuer
or any of its connected person nor does hold any securities thereof;
• it has got cost audit by professional accountants as per the Companies Act, 1994, if
applicable;
• it has got its latest financial statements audited by the panel auditors as declared by the
Commission from time to time;

Additional requirements for fixed price method (as per Rule 3, sub-rule (3) of BSEC
(Public Issue) Rules, 2015):
• it offers at least an amount equivalent to 10% (ten percent) of its paid-up capital
(including intended offer) or Tk. 15 (fifteen) crore at par value, whichever is higher; and
• it has minimum existing paid up capital of Tk. 15 (fifteen) crore.
• if it has been in commercial operation at least for preceding 3 (three) years, it has positive
net profit after tax and net operating cash flow for the latest 1 (one) financial year;

Additional requirements for book-building method (as per Rule 3, sub-rule (4) of BSEC
(Public Issue) Rules, 2015):
• it intends to raise at least an amount of Tk. 50 (fifty) crore through the public offer; and
• it has minimum existing paid up capital of Tk. 30 (thirty) crore.
• it has been in commercial operation at least for preceding 3 (three) years;
• it has made net profit after tax at least for immediate preceding 2 (two) financial years;

LISTING PROCEDURE

1. Decision to go Public

• Take Board decision to go public

• Appoint Issue Manager(s) from Bangladesh Securities and Exchange Commission
(BSEC) approved list
• Decide method of public offer with assistance from Issue Manager's Fixed Price or
Book Building or Direct Listing
• Get Accounts audited by BSEC approved Panel of Auditors
• Initiate process for credit rating - Mandatory for Bank, Insurance, NBFI and any
issue with offer price at premium
• Develop a Company Website

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2. Prepare Draft Prospectus/Red-herring Prospectus/Draft Information
Memorandum
3. Apply to BSEC for Public Offer

• Apply to BSEC for IPO under the Bangladesh Securities and Exchange Commission
(Public Issue) Rules, 2015. Submit copies of Draft prospectus/Red- herring
Prospectus along with relevant documents to Exchanges simultaneously.
• Assist Issue Manager in updating draft prospectus to comply with or fulfill
deficiencies identified by BSEC/Exchange.
• Post the draft Prospectus/Red-herring Prospectus on Company's and Issue Manager's
Website.

4. Bidding by EIs (for Book-Building only):

• Obtain BSEC consent for bidding

• Apply to Exchanges for holding bidding with BSEC consent for bidding
• Sign agreement to share Book Building Software for bidding and payment of fees
thereof

5. Approval of IPO

• Collect consent letter issued by BSEC

• Print abridged version of the approved and vetted prospectus in widely circulated
two Bengali and two English News Papers
• Print Final Prospectus
• Post the vetted Prospectus on Website of Issuer, Issue Manager, Commission, and
Exchange.
• Apply for Listing with Exchanges in accordance with BSEC (Public Issue) Rules,
2015 and the Listing Regulations of the Exchanges.

6. Subscription and Lottery

7. Allotment and Refund

• Distribute Allotment letter in electronic form and Complete Refund Process

• After distribution of allotment letters/completion of refund submit a compliance
report before the Commission and the Exchanges.

8. Listing Approval by the Exchange(s)

9. Commencement of Trading of scrips on the Bourse(s)

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LISTING FEES

Initial: An issuer shall pay to the Exchange an initial listing fee at the following rates -
a) Listing fee for ordinary shares:
(i) Up to Taka 10 crore of paid-up capital @0.25%
( ii) Above Taka 10 crore of paid-up capital @0.15%

b) Listing fee for preferred shares and fixed income securities:

(i) Up to Taka 10 crore of size of the issue @0.25%
(ii) Above Taka 10 crore of size of the issue @0.15%

c) Listing fee for mutual funds and other funds:

(i) Up to Taka 10 crore of size of the fund @0.25%
(ii) Above Taka 10 crore of size of the fund @0.15%

However, the total initial listing fee shall be minimum of Taka 50,000.00 (fifty thousand) and
maximum of Taka 10,000,000.00 (ten million) for each of the categories as mentioned above.
Whenever an issuer increases the number of securities listed with the Exchange, shall pay the
Exchange a fee at the same rate as provided in sub-regulation (1) above for the additional
securities to be listed.

Annual: Every issuer of listed securities shall pay annual listing fee to the exchange within
31st March of every Gregorian calendar year at the following rates –
a) Annual listing fee for ordinary shares :
(i) Up to Taka 100 crore of paid-up capital @ 0.05%
(ii) Above Taka 100 crore of paid-up capital @ 0.02%

b) Annual listing fee for preferred shares and fixed income securities:
(i) Up to Taka 100 crore of size of the issue @ 0.05%
(ii) Above Taka 100 crore of size of the issue @ 0.02%

However, the total annual listing fee shall be minimum Taka 50,000.00 (fifty thousand) and
maximum Taka 6,00,000.00 (six lac) for each of the categories as mentioned above.

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 (TIER-7) PRODUCTS

EQUITY

Currently two types of Equity instruments are tradable at DSE -

• Equity
These are ordinary shares of listed companies. For a certain period from the IPO date
certain number of shares are not tradable. DSE Indices are calculated based on free float
shares of selected listed companies. Free float is adjusted for non-tradable shares,
institutional holdings, strategic holdings, sponsor-director holdings and Government
holdings. Equity shares depending on the category have settlement period of T+2 or T+3.
For implementation of record dates for corporate actions shares are sometimes placed on
T+0 settlement cycles for certain number of days.
• Mutual-Funds
These are units of one of the variants of listed collective investment schemes. These funds
are usually closed end mutual funds governed by the Securities and Exchange
Commission (Mutual Funds) Rules, 2001 and is backed by one corporate sponsor and
usually is named with the sponsors name. The sponsors are required to hold at least 10%
of the holding for at least a period of 1 year and 1% of the holding for the total life of the
fund. There are designated Asset managers and Trustees. The Asset Managers manage
the funds on day to day basis and investment strategies are governed by the IPO
prospectus and is supervised by the Trustees. All assets of a mutual fund is maintained
with a custodian. Mutual funds are traded on a T+2 settlement cycles.

Debt

Currently three types of Debt instruments are tradable at DSE-

• Corporate-Bonds
There are 2 corporate bonds are listed with DSE. Corporate Bonds are traded on T+2
settlement period trading fees are fixed at Taka 50 per transaction.
• Treasury-Bonds
221 treasury bonds issued by the Bangladesh Bank (Central Bank of Bangladesh) are
listed with DSE but not tradable at present. The common maturities are 5, 10, 15 and
20 years. Coupon rate varies depending on when the bonds were issued. Par value of
each treasury bond is Tk. 100,000.
• Debentures
These are unsecured debt instruments issued by listed companies. They carry both
variable and fixed interest rates. All currently listed debentures are matured and are still
listed due to some incomplete legal proceedings.

Future Products

DSE has already initiated steps to explore and launch various new tradable products starting
with Convertibles, Bonds, Shariah Compliant Products including Sukuk, Index, ETFs and V-
Next. Once these products are in mature form the department will be seeking to launch related
hedging products. DSE is continuously communicating with domestic and global stakeholders,
hence DSE is going to start the trading of G-Sec in the DSE main market very soon.

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 CONCLUSIONS

The capital market is the engine of growth for an economy, and performs a crucial role in acting
as an intermediary between savers and companies seeking additional financing for business
expansion. Stock market is part & parcel of capital market. Contribution of any stock exchange
generally leads to economic growth by increasing the funds to finance industry and other
enterprise.

Dhaka Stock Exchange is an autonomous body formed by shareholders/members. It can take

various decisions independently. The objective of Dhaka Stock Exchange is to provide a market
place along with facilities for bringing together the buyers and sellers of securities, promote
just and equitable principles of trade, protect the interest of the investors

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