BANGLADESH SECURITIES AND EXCHANGE COMMISSION

Transcription

1 S WO BANGLADESH SECURITIES AND EXCHANGE COMMISSION ni JIBON BIMA TOWER (14, 15, 16 & 20 FLOOR), 10 DILKUSEIA C/A, DHAKA-1 000, BANGLADESH No. SEC/SRMIC/201 1/1240/449 Dated: May 09, 2016 Subject: Minutes of the Meeting amongst BSEC, DSE and CSE held on April 28, Dear Sir, The undersigned is directed to inform you that a copy of Minutes of the Meeting amongst BSEC, DSE and CSE held on April 28, 2016 is enclosed herewith for information and necessary action. For Bangladesh Securities and Exchange Commission SW51-01^, 0 g ) 6 Md. Monsur Rahman Director End: As stated above (4 Pages). Distribution: 1. Managing Director, Dhaka Stock Exchange Limited 2. Managing Director, Chittagong Stock Exchange Limited Copy to: 1. All Commissioners, BSEC 2. All Executive Directors, BSEC 3. Chairman's Office, BSEC Phone (PABX) : , Fax , scchdüi bdiiiaii.rii Web : wwsccbd org. wo.sec.go'.bd

2 Bangladesh Securities and Exchange Commission 10, Dilkusha C/A, Dhaka-1000 Minutes of the Meeting amongst BSEC, DSE and CSE held on A pril 28, 2016 A meeting was held on April 28, 2016 at Bangladesh Securities and Exchange Commission (BSEC) in presence of representatives of BSEC, Dhaka Stock Exchange Limited (DSE) and Chittagong Stock Exchange Limited (CSE) regarding interpretations and implementation of BSEC's Directive No.SEC/SRMIC/2011/1240/445 dated April 27, 2015 in connection with uniform year end of all listed companies pursuant to the provisions of section 9 of the Finance Act, The following persons were present in the meeting: Representatives of BSEC: 1, Professor Dr. Swapan Kumar Bala, Commissioner 2. Mr. Md. Anowarul Islam, Executive Director 3. Mr. Md. Hasan Mahrnud, Executive Director 4. Mr. Md. Abul Kalam, Director 5. Mr. Prodip Kumar Basak, Director 6. Mr. Md. Monsur Rahman, Director Representatives of DSE: 1. Mr. A.K.M. Ziaul Hasan Khan, FCA, Chief Regulatory Officer 2. Mr. Md. Shafiqul Islam Bhuiyan, AGM, Listing Affairs Department 3. Mr. Md. Abdul Kader, Manager, Corporate Governance & Financial Reporting Compliance Department Representatives of CSE: 1. Mr. Md. Ghulam Faruque, Managing Director (Acting) 2. Mr. Mohammad Shamsur Rahman, Chief Regulatory Officer (Acting) The meeting was presided over by Professor Dr. Swapan Kumar Bala, Commissioner, Bangladesh Securities and Exchange Commission. He welcomed all the persons present in the meeting. At the outset Professor Dr. Swapan Kumar Bala, Commissioner, Bangladesh Securities and Exchange Commission shared the content of Bangladesh Securities and Exchange Commission's Directive No.SEC/SRMIC/2011/1240/445 dated April 27, The Directive was issued to the Stock Exchanges of Bangladesh, all the listed companies other than Banks, Financial Institutions and Insurance Companies to facilitate the implementation of the provisions of section 9 of the Finance Act, 2015 i.e., uniform income year starting from July 1, 2016 to June 30, He also mentioned that out of total 291 companies, 89 companies have income year/financial year other than July-June. 3 (three) Financial Institutions have also different year-end other than January-December. It is observed that some of the companies other than Banks, Financial Institutions and Insurance Companies have already adopted their audited financial statements for the year ended December 31, 2015 and also held the respective Annual General Meeting (AGM) for the Calendar Year of Some of Page 1 of 4

3 the companies only adopt their audited financial statements for the year ended December 31, 2015 and AGM schedule has already been declared but AGM is yet to be held. Some of them have not yet adopted their audited financial statements for the year ended December 31, He also mentioned that for proper implementation and execution of the aforementioned Directive and the provisions of section 9 of the Finance Act, 2015, following clarifications are given: 1. All the listed companies other than Bank, Financial Institutions and Insurance Companies shall have uniform year-end i.e., June 30, The aforementioned companies can adopt their financial statements for the period greater or less than 12 months to be ended on June 30, 2016 i.e., it can vary from 8 to 18 months. 3. The respective company shall take approval from the Registrar of Joint Stock Companies and Firms (RJSC&F) so that they can increase their "Financial Year" for the period up to 18 months in accordance with sub-section (4) of section 183 of the Companies Act, The company, financial year of which will be less than 12 months period as on June 30, 2016 and which has not held AGM, shall also be allowed to close their financial statements as on June 30, 2016 and hold their AGM based on the same subject to approval of NBR and RJSC&F. 5. The respective company shall place time extension prayer before the National Board of Revenue (NBR) to submit their income tax return by December 31, 2016 instead of July 15, 2016 based on the financial year ended on December 31, Stock Exchanges shall write a letter to NBR to conduct a tripartite meeting with RJSC&F so that the respective companies having already held their AGM and approved their dividend (cash or bonus or both), if any, can approve the audited financial statements for the fractional period ended on June 30, 2016 by the Board meeting without holding a General Meeting. The Exchanges shall also raise the issue to RJSC&F to allow the respective companies to submit their Board approved annual returns for the fractional period ended on June 30, 2016 without holding AGM. If it is not possible, then adoption of accounts for the fractional period ended on June 30, 2016 may be approved by holding a General Meeting other than Annual General Meeting (AGM). 7. The companies which have already adopted financial statements for the period ended other than June and recommended dividend (cash or bonus or both), fixed their record date and AGM date (which is yet to be held), their AGM shall be postponed and record date shall remain unchanged. But the companies which have already recommended only cash dividend may be considered as interim dividend and :hey shall fix another record date for entitlement of final dividend of the fractional period, if any, and for attending in the AGM. In both the above cases, the companies shall conduct audit and adopt the audited financial statements for the additional period ended on June 30, 2016 by the Board. They shall place the combined audited financial statements (more than 12 months) before the AGM which shall be held within Calendar Year of 2016 (but within the maximum limit as Page 2 of 4

4 a 8. mentioned in the Companies Act, 1994). They shall prepare one annual report for the combined period. It is advisable to complete audit as soon as possible without utilizing maximum limit of conduction of audit [i.e., 120 days from the year-end in accordance with Rule 12(3A) of Securities and Exchange Rules, 1987 and regulations 18 of the Dh aka/chittagong Stock Exchange (Listing Regulations), 20151, as the respective company will not be able to convene the AGM within December 31, 2016 due to time limitations of sending notice of Board Meeting (minimum 7 days notice), fixation of record date (minimum 14 working days notice) and sending notice of AGM (minimum 14 days notice). The company may require to apply to the RJSC&F for holding its AGM beyond the maximum limit of 15 months gap between two AGMs in accordance with section 81 of the Companies Act, The companies which have already adopted the financial statements for the year ended on December 31, 2015, held the AGM and approved their dividend (cash or bonus or both), if any, shall further audit the financial statements for the period January 1, 2016 to June 30, 2016 and adopt the audited financial statements for the period ended on June 30, 2016 by the Board and follow the provisions of paragraph 6 above. 9. The companies which neither adopt their audited financial statements nor hold AGM, can easily comply with the provisions of section 9 of the Finance Act, They shall conduct audit and adopt the audited financial statements for the period ended on June 30, 2016 (which can be less or more than 12 months). If it is more than 12 months, they will prepare and audit the financial statements as per requirement of the Finance Act, They shall fix single record date for entitlement of dividend for whole period, if any, and for attending in the AGM. They shall place the combined audited financial statements before the AGM which shall be held within December 31, 2016 (but within the maximum limit as mentioned in the Companies Act, 1994). The company may require to apply to RJSC&F for holding its AGM beyond the maximum limit of 15 months gap between two AGMs in accordance with section 81 of the Companies Act, It is advisable to complete audit as soon as possible and not to utilize maximum limit of conduction of audit (i.e., 120 days from the year end in accordance with Rule 12(3A) of Securities and Exchange Rules, 1987 and regulations 18 of the Dhaka/Chittagong Stock Exchange (Listing Regulations), 20151, as the respective company will not be able to convene the AGM within December 31, 2016 due to time Imitation of sending notice of Board Meeting (min 7days notice), fixation of record date (min 14 working days notice) and sending notice of AGM (min 14 days notice). 10.The auditors shall remain same for the fractional period even though their tenure has been/will be exceeded consecutive three years. New auditors shall be appointed in the General Meeting held for the period ended on June 30, Their remuneration may be fixed for the fractional period proportion to their existing contract. 11-The maximum limit of holding AGM (45 working days from AGM) and 1 AGM in a Gregorian calendar year, minimum notice period of holding Board Meeting (7 days prior notice) for adoption of annual accounts notice period for fixation of record date (minimum 14 working days and maximum 30 working days) etc. shall be Page 3of4

5 applicable after June 30, But most of the maximum limit cannot be entertained due to holding AGM by December 31, Disclosure of interim financial statements along with comparatives will be encouraged but not mandatory for the period up to June 30, if any company prepares interim financial statements during the aforementioned period it shall not require, but will be encouraged, to provide comparative information as per requirement of paragraph 20 of Bangladesh Accounting Standard (BAS)-34. Moreover, comparison of interim financial statements shall also not be mandatory, but will be encouraged to provide, for the first year after conversion of year-end i.e. July 1, 2016 to June 30, ,Yearly financial statements for the year ended on June 30, 2016 shall be presented with comparative figures of same period of previous year. 14.Stock Exchanges shall write to Financial Institutions which have financial year other than January - December to convert it to January - December in accordance with the provisions of section 9 of the Finance Act, Stock Exchanges shall conduct a meeting with Bangladesh Association of Publicly Listed Companies (BAPLC) for smooth implementation of uniform income year. 16.The minutes containing the aforementioned clarifications shall be circulated to the respective listed companies by the Stock Exchanges for their information and necessary action. All the issues were discussed in the meeting in details and the same were unanimously approved in the meeting. As there was no other agenda the meeting was concluded with vote of thanks from the Chair. Professor Dr. Swapan Kumar Bala Commissioner Bangladesh Securities and Exchange Commission Page 4 of 4