Compliance with

the Dhaka Stock Exchange (Listing) Regulations, 2015

Md. Rabiul Islam

Senior Manager
Listing Affairs Department
Dhaka Stock Exchange Limited
 Definition
“Listed Company” means a company or a body corporate or
any entity whose securities are listed with the Exchange in
accordance with these Regulations;

“Sponsor” means any person or institution who subscribes to

the initial capital of a company or a mutual fund or a
collective investment scheme;
POST LISTING CONTINUOUS
COMPLIANCES
Preparation and Auditing of Financial Statements (Reg-14 &
15):
The financial statements (annual/quarterly) shall be prepared in
accordance with:
❖ the Securities and Exchange Rules, 1987
❖ IFRS/IAS as adopted in Bangladesh;
❖ The FS shall be audited by the panel of auditors of the
Commission.
❖ The issuer shall not appoint any firm as an auditor for a
consecutive period exceeding three years.
POST LISTING CONTINUOUS
COMPLIANCES Cont….

Adoption of Quarterly Financial Statements (Reg-16):

The issuer shall notify the Exchange and the Commission in advance
the date and time of its board of directors' or board of trustee’s for
fund meeting before 3 (three) working days of holding such meeting:
No stock/bonus entitlement shall be declared as interim dividend.
Declare the net asset value (NAV) per share, earnings per share
(EPS) and net operating cash flow per share (NOCFPS)
POST LISTING CONTINUOUS
COMPLIANCES Cont….

Submission of Quarterly Financial Statements (Reg-17):

The issuer shall submit quarterly financial statements
(audited/un-audited) to the Exchange and the Commission as
per following:
Name of Due time period Publication Fine for delay
Quarter submission
1st (Q1) Within 45 days; for Two national dailies, Tk. 5000/- per day
Life Insurance 90 one Bangla and one
days English
2nd (Q2) within one month do Tk. 5000/- per day

3rd
(Q3) within one month do Tk. 5000/- per day
POST LISTING CONTINUOUS
COMPLIANCES Cont….
Submission of Annual Financial Statements and Other Reports
(Reg-18):
Annual financial statements of a listed securities except mutual fund
shall be audited and submitted the same to the Exchange and the
Commission as per following:

Name Audit Submission Total Fine for delay

period period period submission
Annual FS Within 120 days Within 14 days 134 days Tk. 5000/- per
day

All listed mutual funds or CIS shall submit annual financial statements
within three months and also the quarterly portfolio statements
within 30 days and the weekly statements of net asset value (NAV)
within 1st working day of each week as per wmwKDwiwUR I G·‡PÄ
Kwgkb (wgDPz¨qvj dvÛ) wewagvjv, 2001.
POST LISTING CONTINUOUS
COMPLIANCES Cont….
Adoption of Annual Audited Financial Statements (reg-19):

The issuer shall notify the Exchange and the Commission in advance the date
and time of its board of directors' or board of trustee’s for fund meeting
before 7 (seven) days of holding such meeting:

❖ Declare the net asset value (NAV) per share, earnings per share (EPS) and
net operating cash flow per share (NOCFPS)

❖ No divided shall be paid other than out of profits of the year or any other
undistributed profits

❖ fix the date of the relevant annual general meeting (AGM)

POST LISTING CONTINUOUS
COMPLIANCES Cont….
Authentication of Financial Statements (Reg-20):
1. Any un-audited financial statements of the issuer shall be authenticated
on behalf of the Board of Directors/Trustee signed by:
❖ Chief Executive Officer/Managing Director,
❖ at least two Directors including Chairman,
❖ Chief Financial Officer/Head of Finance & Accounts and
❖ the Company Secretary/Compliance Officer

2. Audited financial statements of the issuer of listed securities shall be

authenticated by as per the provisions of the †Kv¤úvbx AvBb, 1994
(section 189):
In case of Banking Companies: Managing Agent and at least three Directors
In case of other Companies: Managing agent/Company Secretary and two
Directors including Managing Director
POST LISTING CONTINUOUS
COMPLIANCES Cont….
Submission of Annual Report (Reg-22):
The issuer of listed securities shall furnish copy of annual report to the
shareholders at least fourteen days before the general meeting and to the
Exchange & the Commission as follows:

Fine for delay

Particulars Documents
submission
30 copies of Annual Report, Annual
Tk. 500/- per
Annual audited financial statements, certificate on
day
Report compliance of corporate governance
guidelines
POST LISTING CONTINUOUS
COMPLIANCES Cont….

Fixation of Record Date (Reg-23):

The required notice period to fix a record date shall be at least
14 (fourteen) market days but not exceeding 30 (thirty) market
days from the date of the concerned Board Directors’
meeting/Trustees’ meeting.
❖ record date shall be a market day of the Exchange

❖ record date shall not be changed in any circumstances

❖ if the record date falls in any public holiday, the first

market/trading day subsequent to such holiday shall be the
record date
POST LISTING CONTINUOUS
COMPLIANCES Cont….

Annual General Meeting (Reg-24):

Annual general meeting (AGM) shall be held by the issuer of
listed equity securities-
within 45 (forty five) working days from the record date
(BSEC notification 04.05.2010)
in each year of the Gregorian Calendar (BSEC notification
24.10.2000)
no benefit in cash or kind, except cash dividend or stock
dividend, shall be paid to the holders of equity securities
(BSEC notification 24.10.2000)
shall be held within the city, town or locality in which the
registered office of the company situated
POST LISTING CONTINUOUS
COMPLIANCES Cont….
Notice of General Meeting (Reg-25):
The company shall send all notices of Annual General Meeting
(AGM)/Extraordinary General Meeting (EGM) to the Exchange
and simultaneously to the shareholders at least 14 (fourteen)
days prior to AGM and 21 (twenty one days) prior to EGM.

Submission of Audio Visual Recording (Reg-26):

Submission of unedited audio visual recording within 3 working
days and minutes of AGM/EGM within 14 days
POST LISTING CONTINUOUS
COMPLIANCES Cont….
Attendance, Minutes and Filings (Reg-27):
The issuer shall furnish copies of attendance of shareholders/unit holders and
minutes of its general meeting (AGM/EGM) to the Exchange and to the
Commission within 14 days of holding of such general meeting.

Payment of Dividend (Reg-28):

The issuer of listed securities shall pay off the dividend-
❑ within 30 (thirty) days of declaration or approval
❑ through transfer of cash dividend to the bank of the securities holder
❑ through transfer of stock dividend into the beneficial owner’s (BO)
account

Pay to the Exchange a penalty of Taka 5,000/- per day during the default
continues.
POST LISTING CONTINUOUS
COMPLIANCES Cont….

Dividend Compliance Report (Reg-29):

The issuer shall submit a compliance report to the Exchange and
to the Commission in respect of dividend payment within 7
(seven) working days.

Pending Annual General Meeting (AGM) (Reg-32):

In case of any litigation with regard to the pending AGM(s), the
issuer of listed equity securities shall not declare any dividend or
rights offer until the matter is resolved by the competent Court.
POST LISTING CONTINUOUS
COMPLIANCES Cont….
Disclosure of Price Sensitive Information (Reg-33, BSEC’s Order
07.12.2015):
The issuer of listed securities shall make full disclosure of all
price sensitive information (PSI) to the Exchange and the
Commission-
within thirty minutes of the decision
shall hold the board of directors’ meeting involving price
sensitive decision either after the trading hour or on a holiday
Particulars Time Publication Communication
period by/through
PSI Within 30 Two national dailies Fax, electronic
minutes and one on line news communication, special
messenger , courier service
POST LISTING CONTINUOUS
COMPLIANCES Cont….

wmwKDwiwUR I G·‡PÄ Kwgkb (myweav‡fvMx e¨emv

wbwl×KiY) wewagvjv], 1995 এর ধারা ২(ঘ):
Òg~j¨ ms‡e`bkxj Z_¨Ó A_© GBiƒc Z_¨ hvnv cÖKvwkZ nB‡j
mswkøó wmwKDwiwUi evRvi g~j¨ cÖfvweZ nB‡Z cv‡i, Ges
wbgoeewY©Z Z_¨vejx GB msÁvi AšÍf©y³ nB‡e, h_vt-
(A) †Kv¤úvbxi Avw_©K Ae¯’v m¤úwK©Z cÖwZ‡e`b ev
GZ`msμvšÍ †gŠwjK Z_¨;
(Av) jf¨vsk msμvšÍ Z_¨;
(B) wmwKDwiwU †nvìviMY‡K ivBU †kqvi, †evbvm Bmy¨ Kiv ev
Abyiƒc myweav cÖ`v‡bi wm×všÍ;
(C) ‡Kv¤úvbx †Kvb ¯’vqx m¤úwË q weμ‡qi wm×všÍ;
(D) ‡Kv¤úvbxi weGgAviB (BMRE) ev b~Zb BDwbU ¯’vcb msμvšÍ
Z_¨;
(E) ‡Kv¤úvbxi Kvh©vejxi ‡¶‡Î †gŠwjK cwieZ©b (†hgb-Drcvw`Z
mvgMÖx, cwiKíbv cÖYqb, ev¯Íevqb ev GZ`m¤úwK©Z bxwZ
wba©viY BZ¨vw`);
(F) Kwgkb KZ©„K miKvix †M‡R‡U cÖÁvcb Øviv wba©vwiZ Ab¨
†Kvb Z_¨|
POST LISTING CONTINUOUS
COMPLIANCES Cont….

Declaration of Sponsors or Directors for Buying and Selling of Securities

(Reg-34):
Every sponsor or director of an issuer shall simultaneously submit a
written report to the Exchange and to the Commission about his intension
to buy or sell or otherwise dispose of the securities.

The Exchange shall disseminate such declaration through the trading

system of the Exchange.

Every placement holder of an issuer shall simultaneously submit a written

report to the Exchange and to the Commission about his intension to sell
or otherwise dispose of the securities.
POST LISTING CONTINUOUS
COMPLIANCES Cont….
The Income Tax Ordinance, 1984:

"Income Year“:
In the case of bank, insurance or financial institution income year will
commence from the first day of January of the relevant year as per
sub-section (35) of Section 2 of the Income Tax Ordinance, 1984.

In any other case, the income year will commence from the first day of July of
the relevant year as per sub-section (35) of Section 2 of the Income Tax
Ordinance, 1984.

Capital gain tax:

Sponsor/Director/Placement holders are required to pay tax at source on
capital gain @ 5% as per section 53M of Income Tax Ordinance, 1984.
POST LISTING CONTINUOUS
COMPLIANCES Cont….

Submission of Statement of Monthly Shareholding Position and Free

Float Reporting (Reg-35):

The issuer shall submit the statement of shareholding position

(shareholding of Sponsor/Director and shareholders who hold 10%
or more) of previous month within tenth day of each month of
English Calendar to the Exchange and to the Commission.

The issuer shall submit the statement of shareholding/unitholding

position (sponsor/director, foreigner, institution and shareholder
who hold 5% or more) and free-float reporting within seventh day
of each month of English Calendar to the Exchange.
POST LISTING CONTINUOUS
COMPLIANCES Cont….
Each director except independent director (s) shall hold minimum 2%
shares and sponsor /promoters and directors shall all time jointly
hold 30% of paid up shares. (BSEC’s notification 22.11.2011, BSEC’s
Directive 11.03.2018)

In case of non-holding of the said amount of shares the

sponsors/promoters and directors would not be able to sell or
transfer any shares until acquisition of the aforesaid amount of
shares. (BSEC’s notification 22.11.2011)

All the listed companies are required to comply with the Corporate
Governance Guidelines issued by BSEC on August 7, 2012.
POST LISTING CONTINUOUS
COMPLIANCES Cont….

Compliance of Corporate Governance Guidelines (Reg-36):

The issuer of listed equity securities shall comply with all the provisions of
Corporate Governance Guidelines issued by the Commission from time to
time;

Reporting on Financial Statements, Corporate Governance and other

Reports of Listed Securities (Reg-37):

The Exchange shall review the financial statements (quarterly/annual), the

annual reports and the reports on compliance of corporate governance of the
listed securities within thirty days of receiving such financial statements and
reports:
POST LISTING CONTINUOUS
COMPLIANCES Cont….
Material Change/Information (Reg-38):
Every issuer of listed securities shall notify the Exchange and
the Commission about any material change/information as
defined under regulation 2(1)(l) of these Regulations.

Face/Par Value of Equity Securities (reg-39):

Unless otherwise prescribed by the Commission, face/par
value of any equity securities and mutual funds listed or to be
listed with the Exchange shall be Taka 10.00 (ten) only.
POST LISTING CONTINUOUS
COMPLIANCES Cont….

LISTING AND ANNUAL FEES, ETC.

❑ Every issuer of listed securities shall pay annual listing fee to the

exchange within 31st March of every Gregorian calendar year.

❑ Failure to pay the annual listing fee by 31st March, shall make the
issuer liable to pay a surcharge at the rate of 1.5 percent (one and
a half percent) per month
❑ Draft prospectus scrutiny fee Tk. 50,000/-
❑ Name change fee of Taka 50,000/-
POST LISTING CONTINUOUS
COMPLIANCES Cont….

Mode of Payment (Reg-43):

The issuer shall pay all dues by way of BEFTN or payment
orders or demand drafts issued in favour of "Dhaka Stock
Exchange Limited“

Website (Reg-44):
The issuer shall have an official website linked with the
website of the Exchange.

False and Misleading Information(Reg-45):

Issuer of listed securities or its directors, sponsors and officers
shall not furnish false or incorrect or misleading information.
POST LISTING CONTINUOUS
COMPLIANCES Cont….

Membership Certificate with Bangladesh Association of

Publicly Listed Companies (BAPLC):

The issuer of listed securities shall submit a copy of

membership certificate of Bangladesh Association of Publicly
Listed Companies (BAPLC) to the Exchange
Transaction/Transfer of Listed Securities (Reg-47):
Transaction of all securities listed with the Exchange shall be
made through the trading system of the Exchange.

Following circumstances, transfer of securities may be made

outside the trading system of the Exchange:
❖ Transfer of securities by way of gift among the family
members i.e. spouse, son, daughter, father, mother,
brother and sister;
❖ Transfer of securities for execution of a Court order;

❖ Acquisition of securities in consideration of other than

cash;
❖ Transfer of shares in case of confiscation/loan default.
Transaction/Transfer of Listed Securities (Reg-47):
……….Cont.

❑ The transferor shall make an application to the Exchange along

with required documents.
❑ The Exchange shall approve the transfer within 15 (fifteen)
working days.
❑ Any approval shall be executed within 30 (thirty) working days and
the transferor shall submit a confirmation report to the Exchange
within 7 (seven) days of such execution.
❑ A service charge to the extent of 0.05% on the closing price of the
securities to be transferred to the Exchange
De-listing of Securities (Reg-51):

Reasons for de-listing:-

Failed to declare dividend (cash/stock) for a period of five
years
Failed to hold its Annual General Meeting for a consecutive
period of three years;
stopped its commercial operation/production/exploration for
a period of consecutive three years;
Failed to pay the annual listing fees for a period of 3 years;
and
any order to de-list the securities for non-compliances of any
provision.
Voluntary De-listing (Reg-52):
Criteria for Voluntary De-listing
(a) No trade of its securities at the Exchange during last one
year; or
(b) If the shareholdings of the sponsors and directors exceeds
90% of the total paid-up capital; or
(c) If any non-listed company acquires/holds more than 90%
of paid-up capital of the issuer of listed securities.
Common Mistakes/Non-compliances by Listed Companies

❑ Fixing Record date/AGM/EGM date

❑ Calculation of restated EPS considering Bonus shares
❑ Comparative Presentation of Quarterly Financial
Statements.
❑ Incomplete declaration form for sale/buy/gift of
sponsor/directors’ shares
❑ Holding Board concerning PSI meeting during trading hour.
❑ Statement of Monthly shareholding position
❑ Non-submission of reports within stipulated time
❑ Not update website’s on regular basis.
Q&A
Thank You