Listing Regulations 2015

Listing Regulations 2015 (DSE and CSE)

Chapter II: Listing of Securities

Regu. Duration/
Brief Particulars Remarks
no. Deadline
3 Recommendation on Public Offer Documents: By 20 days of
(1) The SE shall submit primary receipt of public
recommendation to the SEC with checklist offer docs.
after scrutiny in line with other applicable
rules and regulations. Submit by 10 Issuer or its directors,
(2) The SE may require additional disclosure, days. officers, issue
info & docs. managers or auditors.
(3) The SE shall submit final recommendation
with prescribed declaration (Anex. - 1 of
Schd. - A) to the SEC.
4 Application for listing:
(1) Application for listing shall be made by the
issuer or in its behalf in prescribed form
with specified fees.
(2) The SE may require additional docs,
declaration and info.
(3) If above additional info not submitted, the May move a fresh
SE may defer or decline the application as application after 6
refused. months.
(4) Applicant shall furnish full and authentic
info, and other particulars as reasonable
and relevant to the application.

5 Approval for listing:

(1) No dealings/trading in securities shall be
allowed on the trading system of SE unless
listed.
(2) For permission, the issuer has to apply.
(3) The SE shall complete listing procedure. By 30 working
days of closure
(4) The SE may relax any of subscription.
requirement/provision.

6 Info and docs for Listing of Securities

The following info and docs duly attested shall be
submitted to the SE for listing.
(1) Listing of Equity Securities:
Items - (i) to (xxii)

(2) Listing of Units of Mutual Fund:

Items - (i) to (xix)

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 Listing Regulations 2015
(3) Listing of Debt Securities:
Items - (i) to (xxvi)
7 Undertakings:
(1) No listing of securities shall be permitted unless MD/CEO/ authorized person on behalf
of the issuer has provided an undertaking under common seal and sign to abide by these
Regulations.
(2) MD/CEO/authorized person on behalf of the issuer shall further undertake that:
(i) the securities shall be quoted/listed at SE's discretion.
(ii) SE shall not be bound to remove its securities from trading system.
(iii) SE has right to suspend any securities from trading system.
(iv) any securities may be de-listed by SE for non-compliance or breach of
undertaking.
(v) all the securities of same class shall be identical and with equal rights and
privileges.
(vi) Financial Statements of issuer shall be maintained as per SEC Rules, 1987 and
applicable IAS & ISAs.
(vii) the issuer shall comply CG Guidelines prescribed by SEC.
(viii) SE may require any info or doc of the issuer at any time in writing.
(3) In addition to above, the issuer shall comply the followings:
(i) publish purpose and status of IPO fund utilization in Director's report until full
utilization of the fund.
(ii) Issuer shall submit report on utilization IPO fund to the SEC and SE in prescribed
format till full utilization.

Chapter V: Post Listing Continuous Compliances ( R. 14 - 41)

14 Preparation of Financial Statements:

The FS (annual/quarterly) of issuer of listed security shall be prepared
as per SEC Rules, 1987 as well as IFRS/IAS applicable in BD.
15 Auditing of Financial Statements:
(1) FS shall be audited by auditor from the panel of auditors of
SEC.
(2) Any CA firm auditing consecutively more than three years not
to be appointed as auditor.
(3) Any CA firm auditing consecutively more than three years shall
not be eligible for auditing.
(4) Auditor shall make audit report as per ISA ensuring CA'94,
securities laws and other relevant laws.
(5) Auditor shall ensure compliance with provisions/ practices/
ethics of ISA applicable in BAPS as well as BSA, Assurance and
Ethics Pronouncements.
(6) FS shall not be audited by any auditor who is convicted for any
securities, exchange or financial related offence or who has
been declared ineligible by the SEC.
16 Adoption of Quarterly Financial Statements:
(1) The issuer shall notify the SE and SEC in Before 3 Notify to SE
advance the Date and Time of its Board working days

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 Listing Regulations 2015
Meeting specially called for adoption of
Qrtly FS and declaration of any entitlement
(interim dividend) before 3 days of such
meeting.

No stock/bonus entitlement shall be

declared as interim dividend.

Provided further that the Board of Directors

may pay interim dividend to securities
holders from time to time if justified.

(2) The Board while adopting Qrtly FS shall Price Sensitive Info
declare in the same meeting NAV, EPS and
NOCFPS and if decision of interim dividend
the en who shall be entitled to such
dividend.

Provided that the decision about

recommending dividend and entitlement
for such dividend cannot be changed. Comparative data
Provided further that the issuer shall,
among others, disclose comparative NAV,
EPS and NOCFPS in respect of previous
period such.
17 Submission of Quarterly Financial Statements:
(1) Quarterly Financials of the issuer except Life
Insurance Company shall be submitted to 45 days from end of 1st Quarter
the SE and SEC and publish the SAME in at
least two widely circulated national dailies
one in Bangla and one in English within 45
days from end of 1st quarter.

In case of any significant deviation in any

parameter, reason shall be provided.

Life Insurance Company shall submit

90 days
Quarterly Financials to the SE and SEC and
publish them.

(2) Half-yearly (Q2) Financials of the issuer shall from end of 2nd
1 month
be submitted to the SE and SEC and publish Quarter
the SAME in at least two widely circulated
national dailies one in Bangla and one in
English within one month from end of 2nd
quarter.

In case of any significant deviation in any

parameter, reason shall be provided.
From end of 3rd

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 Listing Regulations 2015
(3) 3rd Quarter Financials of the issuer shall be 1 month Quarter
submitted to the SE and SEC and publish the
SAME in at least two widely circulated
national dailies one in Bangla and one in
English.

In case of any significant deviation in any

parameter, reason shall be provided.
(4) For delay in submission, penalty of Tk5,000
per day to be paid to SE.
18 Submission of Annual Financial Statements and
Other Reports:
(1) Annual FS of a listed security shall be 120 days +
audited by 120 days and such audited FS 14 days
shall be submitted to SEC and SE by next 14
days.

(2) For delay in submission, penalty of Tk5,000

per day to be paid to SE.
19 Adoption of Annual Audited Financial Statements:
(1) The issuer shall notify the SE and SEC in
advance the Date and Time of its Board Before 7 days Notify to SEC, DSE &
Meeting specially called for adoption of CSE
Annual audited Financials and declaration
of any entitlement before 7 days of such
meeting.
Price Sensitive Info
(2) The Board while adopting annual audited FS
shall declare in the same meeting NAV, EPS
and NOCFPS and fix the date of AGM and
take specific decision of dividend and who
shall be entitled to such dividend.

The decision about recommending dividend

and entitlement for such dividend cannot
be changed prior to holding of AGM.

Provided further that no dividend shall be

paid other than out of profits of the year or
any other undistributed profits. Comparatives
Provided further that the issuer shall,
among others, disclose comparative NAV,
EPS and NOCFPS in respect of previous
period of such.

20 Authentication of Financial Statements:

(1) Any un-audited FS (Quarterly) of a listed
security shall be authenticated on behalf of
the Board of Directors by – Add if required by
(i) CEO/ MD other Primary

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(ii) at least 2 Directors (including Regulator
Chairman)
(iii) CFO/ HoF and
(iv) Company Secretary

(2) Any audited (Annual) FS of a listed security CA'94: CS and MD, 2

shall be authenticated as per CA'94 and SEC Directors including
rules and regulations. Chair.
21 Posting of Financial Statements in the Website:
Detailed Financial Statements (annual/quarterly) to be kept in website of the issuer.
To put following para while publishing quarterly financials in newspapers:
"The detailed of the published quarterly FS is available in the website of the issuer. The address
of the website is ……………………."
22 Submission of Annual Report:
(1) The issuer shall furnish copy of Annual 14 days before 5 copies to SEC and SE
Report to the Shareholders and furnish 5 AGM each
copies of such report to SE and SEC before
14 days of AGM.

(2) For delay in submission, penalty of Tk500 Tk. 500 per day
per day to be paid to SE.
23 Fixation of Record Date: Market days from date
Any intention to fix record date shall be notified to 14-30 market of concerned BM
the SE with minimum required notice period under days under any
any circumstances. Notice period is 14-30 market circumstances
days.

Record Date shall be a market day of the SE. No change of record

Record Date shall not be changed in any date
circumstances. If the record date falls in any public
holiday, the first market/trading day next to such
holiday shall be the record date.
24 Annual General Meeting:
(1) AGM shall be held within 45 working days 45 working days
from the record date.

(2) The issuer shall hold AGM each year of the

Gregorian calendar and discussions in the
AGM shall be as per CA'94.

No benefit in cash or kind, other than in

form of cash dividend or stock dividend,
shall be paid to shareholders.

(3) AGM shall be held within the City, Town or Within City or town
locality in which the registered office is
situated.
The SEC may in special circumstances upon
application of the company permit for
holding of such AGM at any other place.

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25 Notice of General Meeting:
The company shall send all notices of AGM/EGM to AGM - 21 days,
the SE and shareholders at least 21 days prior to EGM - 21 days
AGM and 21 days prior to EGM.

Any resolution of price sensitive information taken 2 hours. Price Sensitive info.
there in shall be sent to SE within 2 hours.

26 Submission of Audio Visual Recording:

The issuer shall make continuous and uninterrupted 3 working days
audio visual recording of the entire proceedings of (max.)
its AGM/EGM and shall furnish a copy of the same
in unedited form ASAP to the SEC and SE.

27 Attendance, Minutes and Filings:

The issuer shall furnish copies of attendance of 14 days
shareholders and minutes of its AGM/ EGM to the
SEC and SE within 14 days of such meeting.
28 Payment of Dividend:
(1) The issuer shall pay off dividend within 30 30 days
days of declaration or approval:
(a) through transfer of cash dividend to the
bank of shareholders or through
issuance of cash dividend warrant in the
name and address of the shareholder as
per BO account set up.
The Company shall issue a letter of Tax certificate
intimation to shareholder mentioning
TDS, date and amount remitted with
details of bank.

(b) through transfer of stock dividend into

BO account of the shareholder or
through issuance and delivery of share
certificate in case of paper share.

(2) Penalty of Tk5,000 per day to be paid by Tk. 5,000 per day
respective director/ officer to the SE for
default in complying with the above
provision.

29 Dividend Compliance Report:

Submit a compliance report to the SE and SEC in the 7 working days
prescribed format in respect of dividend payment
by 7 working days.
30 Dividend Excluding Sponsors and / or Directors:
(1) If the Board of the issuer recommends
dividend for shareholders excluding 02 hrs Price Sensitive Info.
sponsors/ directors, the Board in its same
meeting shall also declare as PSI the

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 Listing Regulations 2015
quantity of shares held by the said sponsor
directors who will not be entitled to such
dividend and the amount payable to
general shareholders as dividend. Sponsor/Director
cannot sell their shares
(2) The said sponsors/directors who will not be during that period.
entitled to divided as per (1) above, shall be
barred from disposing off their shares
through SE from the date of holding such
meeting to the date of holding AGM.
31 Disclosure on Partial or Non-distribution of Profit as Dividend:
The issuer of listed securities shall, among others, specifically and clearly mention the following in
its resolution of every AGM -
i) the reasons, if any, for partial or non-distribution of profit to the shareholders as
dividend, and
ii) the issuer's plan (with schedule) for utilization of the undistributed profits, if there be
any.
Provided that the Board shall submit a detailed report on utilization position of clause (ii) above
in the next AGM for shareholders' consideration.

The above condition shall not apply if the issuer would recommend at least 10% dividend on the
face value/ paid-up capital for the relevant FY.

32 Pending AGM:
In case of any litigation with regard to pending No dividend
AGM, the issuer shall not declare any dividend or declaration
rights offer until t he matter is resolved.
33 Disclosure on Price Sensitive Information:
The issuer shall make full disclosure of all decisions
may mean price sensitive information as defined in
the SEC Rules.
Make written report signed by Chairman/ CEO or CS
of its price sensitive information within 30 mins of 30 minutes Price Sensitive Info.
the decision to the SE and SEC by fax, through e-
mail and by special messenger and immediately
ensure publication of such info/ decision in two
widely circulated daily newspaper, one Bangla and
one English. BM after trading hour
or on holiday.
The Board of Directors shall hold Board Meeting
involving price sensitive information either after
trading hour or on a holiday.

34 Declaration of Sponsors or Directors for Buying and

Selling of Securities:
(1) Every sponsor or director of an issuer shall Report to SE & SEC
summit a written a report to the SE and SEC before buying/ selling
of his intention to buy or sell or otherwise of shares by Sponsor/
dispose of the shares held by him in Director
prescribed format (Annex -1, Schd. -B)

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along with his declaration.

The Exchange shall disseminate such

declaration thru the trading system.

(2) Every placement holder of an issuer shall

submit a written report to the SE and SEC of
his intention to buy or sell or otherwise
dispose of the shares held by him in
prescribed format (Annex -2, Schd. -B)
along with his declaration.

35 Submission of Statement of Monthly Shareholding

Position and Free Float Reporting:
(1) Submit statement of shareholding position 10th of each Monthly Report to SE
(shareholding of Sponsor/ Director and month and SEC
shareholders who hold 10% or more ) in the
prescribed format (Annex - 3, Schd. B) of
previous month by 10th of each month to
SE and SEC.

(2) Submit statement of shareholding position 7th of each Monthly Report to SE

and Free Float reporting showing the month and SEC
shareholding position of each sponsor/
director, foreigner, institution and
shareholders who hold 5% or more in the
prescribed format (Annex - 4, Schd. B and
Annex - 5, Schd. B) of previous month by
7th of each month to SE and SEC.
36 Compliance of Corporate Governance Guidelines:
(1) The issuer shall comply with all the
provisions of CG Guidelines issues by SEC
from time to time.
(2) The issuer shall include compliance In Annual Report
certificate of conditions of CG Guidelines in
the Annual Report.
(3) The directors shall state in the Directors' In Annual Report
report whether the conditions in CG
guidelines have been complied.
37 Reporting on Financial Statements, Corporate
Governance and other Reports of Listed Securities:
(1) SE shall review the FS (quarterly/ annual),
Annual Reports and reports on compliance
of CG within 30 days of receiving such
reports.

(2) Every listed company and its directors,

officers, auditors or authorized persons
shall furnish such docs, info, clarification or
explanation of its FS, AR, CGR as the SE may

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 Listing Regulations 2015
require with intimation to SEC. The
company and its directors, officers, auditors
or authorized person shall be allowed at
least 7 days time for furnishing such docs,
info etc.
10th of each DSE shall report to SEC
(3) Exchange shall submit a report in each month
month to the SEC within 10th on its findings
or recommendations on anomalies/ non-
compliances observed from FS, AR and CG.
The Exchange shall make such report/finds
after due consideration of the issuer's and
its directors, officers, auditors or authorized
person's info, docs, clarification or
explanations.
38 Material Change/ Information:
Every listed company shall notify the Exchange and the SEC within such time determined by SE
about any material change/ information as defined under regulation 2(1) (l).
39 Face/ Par Value of Equity Securities:
Unless otherwise prescribed by SEC, face/ par value of any equity security and mutual funds
listed or to be listed with SE shall be Tk 10 each only.
40 Categorization Face/ Par Value of Equity Securities: No issuer shall have
No issuer shall create any category/ classification the authority to
whatsoever on fully paid securities. All securities impose any restriction
listed with SE shall be transferable unless any on transferability on its
charge or lien created with consent of the owner of fully paid up securities.
securities or locked in under any applicable laws.

41 e-Filling of Information/ Documents, etc.:

The information/ documents, etc. are required to As and when required
submit/ file under these Regulations shall be filled by SE and SEC.
in prescribed electronic format to the SEC or SE as
and when required.
42 Listing and Annual Fees, etc.:
43 Mode of payment:
(1) Pay all dues by way of BEFTN or Payment
Order or demand drafts issued in favour of
"Dhaka Stock Exchange Limited".
44 Website:
(1) The issuer shall have an official website linked with the website
of SE. The issuer shall keep the website functional from the
date of application of listing.
(2) The website shall contain, among others, the following basic
info from the date of application of listing:
(a) Affairs with details of business of issuer
(b) Profile along with photo of Board of Directors and top
management at least last 6 Qrtly FS,
(c) Detailed info on quarterly financial statements and annual 5 years annual audited

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 Listing Regulations 2015
audited financial statements FS before listing
(d) Latest Directors' Report
(e) All price sensitive information, Sponsor/Director/Inst./
(f) Details of shareholding (%) Others
(g) Details of shareholdings position of sponsors/ directors,
trading of shares, declaration and status report of buy/sell
by them
(h) Status of compliance with CG guidelines Fax, e-mail and
(i) Contact number of officials of Investors' Relation telephone number.
Department.
45 False and Misleading Information:
No issuer or its directors, sponsors and officers or Auditors of issuer shall in any document, paper,
financial statements, info or explanation which is required to submit/ furnish which he knows or
h as reasonable cause to believe to be false or incorrect or misleading or motivated in any
material particular.

46 Membership Certificate with BAPLC:

The issuer shall submit a copy of membership certificate of BAPLC to Renewal certificate
SE. And shall also submit such certificate with renewal every year along with Annual Report.
with Annual Report.
47 Transaction/ Transfer of Listed Securities:
(1) Transaction of all securities shall be made
thru trading system of SE.
In the following circumstances, transfer of
securities may be made outside the trading
system:
(a) Transfer by way of gift among family
member i.e. spouse, son, daughter,
father, mother, brother and sister.
(b) Transfer for execution of a Court order.
(c) Acquisition of securities in
consideration of other than cash, and
(d) Transfer of shares in case of
confiscation/ loan default.

(2) In case of transfer of securities outside

trading system, the transferor shall make
application in prescribed form ( Annex. - 6
or Annex. -7 of Schd. B)
(3) The Stock Exchange shall approve transfer 15 working days
within 15 working days.
(4) Any approval accorded under this
regulation shall be executed within 30 30 working days
working days.
The transferor shall submit a confirmation
report to SE within 7 days of such execution.
(5) A service charge to the extent of 0.05% on
closing price of the securities or Tk 50
whichever is higher shall be paid to SE for

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 Listing Regulations 2015
each transfer. 0.05% or Tk. 50
Closing price of the security on that day whichever is higher
shall be taken for service charge.

48 Response to Queries of the Exchange:

The issuer shall response to the queries of SE on As and when
unusual movement in price and volume of such required
securities.

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