The Securities and Exchange Ordinance, 1969

Section 2 (ff): issue of capital = issue of any securities

Section 2 (l): the followings are Securities
Instrument creating a charge or lien on the assets of
the company
Instrument acknowledging indebtedness of the
company
Stock
Share
Script
Note
Debenture
Bond
Investment contract
Pre-organization certificate or subscription
Any instrument commonly known as a security
Certificate of deposit
Certificate of interest or participation
Any warrant or right to subscribe/purchase any of
the foregoing
The followings are not securities:
Currency
Note
Draft
Bill of exchange
Bankers acceptance
Section 2 (m): Stock Exchange is the market place for bringing together
buyers and sellers of securities
Section 2 A: Consent of the Securities and Exchange Commission is
required for
Issuing of securities
Public Offering of securities for sale
Renewing or postponing the date of maturity

Section 2 B:
The Prospectus must include a statement that the
consent of the Securities and Exchange Commission
has been obtained to the issue of securities and
Security of any private company shall not be subject
of public offering for sale without the consent of the
Commission.
Section 2 C: No purchase of Securities unless the consent of the
Commission has been accorded to the issue of securities.
Section 8 (4): No broker unless listed on a Stock Exchange
Section 9 (l): An issuer who intends to get any of his securities listed on
a Stock Exchange shall submit an application therefor, in the prescribed
form to the Stock Exchange and submit a copy of the application to the
Commission.
Section 9 (3): Where a Stock Exchange refuses to list a security, the
Commission may direct the Stock Exchange to list the security.
Section 9 (5): A listed security may be de-listed on application by the
issuer to the Stock Exchange which may deny the application or grant it
on such conditions as appear necessary or appropriate for the
protection of investors.
Section 9 (7): The Commission or a Stock Exchange may, if it
considers it to be in the interest of trade or in the public interest so to do,
suspend for 14 days, by order recording the reasons, trading in any
listed security.
Section 10: Compulsory listing of securities where necessary for public
interest.
Section 11. An issuer of a listed security shall furnish an annual report
of its affairs and such statements and other reports as may be prescribed
to
the Stock Exchange,

 the security holders and

the Commission
Section 12. Beneficial owners of securities must submit to the
Commission returns pertaining to the beneficial ownership.
Section 13. Short-selling is prohibited by the following persons
director of an issuer of a listed equity security
officer of an issuer of a listed equity security
beneficial owner of 10% or more of such securities
Section 14. If any one of the above mentioned three persons makes any
gain by the purchase and sale, or the sale and purchase, of any such
security within a period of less than six months, he shall make a
report and tender the amount of such gain to the issuer:
If they fail to tender the gain to the issuer, it shall vest in the
Commission which may recover the same as an arrear of land revenue.
Section 23 (1). Civil liabilities: Every contract made in contravention of
any provision of this Ordinance or any rule made thereunder shall be
voidable and the affected person may sue to rescind any such contract
to the extent it has been consummated, or for damages when rescission
is not possible.
Section 23 (2). Any person making knowingly a false or misleading
statement shall be liable to the person who has purchased or sold a
security in reliance on such statement for damages caused by such
reliance.
Section 23 (4). Controller boss shall be liable for the misdeeds of the
controlled officer unless he (the Controller) proves that he acted in
good faith and did not directly or indirectly induce the act or acts giving
rise to the cause of action
Section 23 (6). Limitation period: No suit after the expiry of three
years from the date of the accrual of the cause of action.
Section 24. Penal liability: fraud, false statement etc 5 years
imprisonment or 5 lakh taka or with both.

If the guilty person is a company or a body corporate, every director,

manager, or other officer responsible for the conduct of its affairs shall
be guilty of that offence unless he proves his innocence.
Section 25. Cognizance of offence by the Court: unless sent by the
Commission, no Court inferior to that of a Court of Session shall try
any such offence punishable under this Ordinance.
Section 31. if any person acquired Securities in good faith with a
lawful consideration without notice that the title of the person from
whom he derived his own title was defective shall hold such certificate
and all rights attached thereto free from any defect of title of prior
parties and free from defences available to prior parties among
themselves.