Dated the 28 March, 2001.
exercise of the power conferred by section 33,read with section 20A, of
the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Securities
and Exchange Commission makes after prior publication, the following rules,
1.Short title and application:--
(1) These rules may be called
the Securities and Exchange Commission (Capital issue of the public limited
Companies) Rules 2001.
(2) They shall apply to
capital issue of all public limited companies other then the companies
in respect of which the Public Issue Rules, 1998 and the Right Issue Rules,
(1) In these rules unless
there is anything repugnant in the subject or context, “Public limited
companies” means a public company limited y shares as defined in section
(I) ( r) of the Companies Act, 1994 (XVIII of 994).
(2) Words and expressions
used here in but not defined shall have the same meanings as are respectively
assigned to them in the Securities and Exchange Ordinance, 1969 (XVII of
1969), the Securities and Exchange Commission Act, 1993 (XV of 1993) and
the Companies Act, 1994 (XVIII of 1994).
3.Application for consent
to the issue of capital in Bangladesh:-
(1) A public limited company
(thereinafter referred to as the applicant) intending to issue capital
in Bangladesh shall make an application to the Securities and Exchange
Commission for consent.
(2) The application shall
contain the following particular, namely:--
(a) name of the company;
(b) address of the registered
(c) telephone number;
(d) fax number and e-mail
number, if any;
(e) date of incorporation;
(f) date of commencement
(g) authorized capital;
(h) paid up capital;
(i) amount of capital to
(j) face value of shares;
(k) period within which
capital to be issued.
(3) The applicant shall furnish
the following documents along with the said application, namely:-
(a) certified copy of memorandum
and articles of association;
(b) certified copy of certificate
of incorporation and certificate of commencement of business;
(c) list of directors;
(d) audited financial statements;
(e) statement relating to
purpose of raising capital;
(f) copy of the resolution
of the board of directors deciding to raise capital, authenticated by the
(g) certificate of the banker
to the effect that the amount shown against paid up capital was deposited
in the company’s bank account (in case of capital raised for cash consideration
(h) vendor’s agreement in
case of raising of capital in kind; and
(i) short description of
4. Consideration of the application
and decision thereon:--
(1) On receipt of the application
under rule 3, the commission shall examine it, and if it is satisfied that
all the requirement of rule 3 are fulfilled, it shall accord consent in
writing to the issue of capital in Bangladesh, as prayed for, within sixty
days of receipt of the application .
(2) If the Commission finds
that the application dose not fulfill all the requirements of rule 3, it
may, within thirty days of receipt of the application, direct the applicant
to fulfill the requirements within such time as the commission may determine
and on fulfillment of such requirements the commission shall accord the
consent as prayed for within thirty days of such fulfillment .
(3) The Commission may call
for further information, in addition to the requirements of rule 3, if
it so deems necessary.
(4) If the Commission finds
that the application dose not fulfill all the requirements of rule 3, or
where a direction to fulfill such requirements has been given under sub-rule
(2) and the applicant has failed to fulfill such requirements, if may reject
the application, stating the reasons there for.
The applicant whose application
has been rejected by the Commission under rule 3(4) may apply to the commission
for review of its decision within thirty days from the date of such rejection,
and the decision of the commission there on shall be final.
(1) The applicant shall
pay an amount of taka five thousand (nonrefundable) as application fee,
along with the application way of pay order or demand draft issued in favor
of the Commission.
(2) It consent is accorded
to the issue of capital by the Commission, the applicant shall pay, within
fifteen days of the issuance of the letter of consent, a email@example.com%on the
total capital to be issued by way of a pay order or demand draft in favor
of the commission.
(3) If the applicant fails
to pay the fee under sub-rule (2) within specified time, the consent accorded
shall stand cancelled.
7.Submission of financial
(1) The company to which
consent to the issue to capital is accorded shall complete audit of its
financial statements and hold its annual general meeting within such period
as may be specified by the commission at the time of according the consent.
(2) The said company shall
submit a copy of such audited financial statements and a copy of its annual
report and the minutes of its annual general meeting within fourteen says
of the completion of the audit or as the case may be, holding of the annual
(3) The Commission may,
on application and on good cause shown, extend the time for auditing the
financial statements or submission of the financial statements to the Commission,
as the case may be.
(4) The said company shall
furnish the Commission the following information, along with the supporting
documents and evidence, namely:-
(a) change of registered
(b) change of directors;
(c) appointment of managing
(d) change of business or
opening of new business;
(e) any material change
that affects the affairs of the company.
By order of the Commission
Manir Uddin Ahmed.
Securities and Exchange Commission.