Checklist for seeking consent to Private/Public Limited companies for raising of capital above exemption limit

Information of Applications as per rule 3(2) of the Securities and Exchange Commission (Issue of Capital) Rules, 2001

Reference
(Issue of
SL Particulars To be filled in by the company
Capital
Rules, 2001)

1 Name of the Company 3 (2) (a)

2 Address of registered office 3 (2) (b)
3 Telephone, Fax, E-mail 3 (2)(c)(d)
Date of incorporation/ filing date of
4 3 (2) (e)
incorporation (proposed company)
5 Date of Commencement of Business 3 (2) (f)
6 Authorized capital 3 (2) (g)
7 Paid up capital 3 (2) (h)
8 Amount of capital to be issued 3 (2) (i)
9 Face value of share 3 (2) (j)
10 Period within which capital to be issued 3 (2) (k)

Additional information

SL Particulars To be filled in by the company

1 Mailing Address of the applicant
Name, email address and mobile no. of the
2
contact person on behalf of the applicant
Name of Merchant Bank for the issuance of
3 share to "other-than-existing"
shareholders)
Post issue status of shareholding of director
and sponsor/promotor group in compliance
with condition 6. of Commission’s
Notification No. SEC/CMRRCD/2009-
4
193/114/Admin.28 dated 02.10.2011 and
amended vides Commission’s Notification
No. BSEC/CMRRCD/2009-193/209/Admin/
dated July 31, 2018)

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 Checklist for seeking consent to Private/Public Limited companies for raising of capital above exemption limit

Documents to be furnished as per rule 3(3) of Securities and Exchange Commission (Issue of Capital) Rules, 2001:

Reference
Submission
(Issue of Annex
SL Requirements Status Explanatory notes
Capital no.
(Yes/No)
Rules, 2001)

Certified copy of Memorandum & Articles RJSC certified copy of

of Association, or attested copy of the draft Memorandum & Articles of
1 3(3)(a) 1
memorandum & article of association, as Association during incorporation
the case may be including amendment (if any)

Certified copy of Certificate of

RJSC certified copy of certificate
Incorporation or receipt issued against
2 filing for incorporation of a proposed 3 (3) (b) of incorporation including name
change (if any)
company, as the case may be

Certified copy of Certificate of

3 commencement of business(if applicable) 3 (3) (b)
Latest RJSC certified copy of
4 List of Directors 3 (3) (c) Particulars of Directors (Form
XII)
Audited Financial Statements
for the last three years and the
5 Audited /Provisional Financial Statements 3 (3) (d) name of Auditors should be
mentioned in the website of
ICAB .
Statement relating to purpose of raising
6 3 (3) (e)
capital

Should clearly mention 1. mode

of consideration (cash/share
money deposit or other than
Copy of the resolution of the board of cash, bonus share mentioning
directors deciding to raise capital, attested the period) 2. Preference share
7 3 (3) (f)
by the Managing Director, in case of an and/or ordinary shares, 3. To
existing company whom share will be issued
(existing and/or other than
existing) 4. No. of share to be
issued 5. Face value of share

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 Checklist for seeking consent to Private/Public Limited companies for raising of capital above exemption limit

Documents to be furnished as per rule 3(3) of Securities and Exchange Commission (Issue of Capital) Rules, 2001:

Reference
Submission
(Issue of Annex
SL Requirements Status Explanatory notes
Capital no.
(Yes/No)
Rules, 2001)

Local investment : Banker's

certificate and bank Statements,
Banker’s certificate/bank statement Foreign Investment:
showing deposit of an amount equivalent Encashment certificate and
8 3 (3) (g)
to the paid up capital/ auditor’s certificate bank statements. Summary of
in that regard attested by the MD/CEO share money deposit, In
addition may submit Auditor's
certificate.

The following information

should be contained in vendor's
agreement among others: (1)
Monetary value of consideration
for issuance of shares, (2) No. of
shares to be issued, (3) Face
value of share, (4) Description of
schedule properties. Additional
documents to be submitted
along with vendor's agreement:
(1) land and land development:
Ownership documents of
Vendor’s Agreement (in case of capital
9 3 (3) (h) scheduled properties for vendor
raising in kind)
and vendee, valuation report,
(2) Machinery and equipment:
Bill of entry(if applicable),
Invoice, Import permit
certificate (if applicable), (3)
loan: Agreement and bank
statements, (4) Acquisition of
Sole proprietorship: Audited
accounts of proprietorship
business, valuation report and
Auditor certificate on valuation
report.

10 Short description of business 3 (3) (i)

Application Fee (TK. 5,000/-) in favor of "

1 Bangladesh Securities and Exchange 6 (1)
Commission by the way of Pay
order/demand draft

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 Checklist for seeking consent to Private/Public Limited companies for raising of capital above exemption limit

Additional documents

Submission
Annex
SL Requirements Status Explanatory notes
no.
(Yes/No
Name Clearance certificate for proposed
1 company

RJSC certified copy of Return of

allotment for total existing paid
2 Return of Allotment (Form XV) up capital and transfer of shares
(form-117), chronological
summary of return of allotment.

Latest Certified copy of Annual Summary of

3 share capital and List of Shareholders
(Schedule-X)

Copy of the resolution of promotors

4 /sponsors meeting regarding raising of
initial capital, attested by the Managing
Director, in case of a proposed company

5 BIDA Clearance for Foreign investment

NBR certified copy of Income tax return
6 along with acknowledgement receipts for
last 3 ( three) assessment years
For share issued to other than existing shareholders
Information Memorandum through
Merchant Bank as per Commission’s
7 notification no. SEC/CMRRCD/2009-
193/114/Admin.28 dated 02.10.2011

Due diligence from Merchant Bank as per

Commission’s notification no.
8 SEC/CMRRCD/2009-193/114/Admin.28
dated 02.10.2011

Signature:
Name:
Designation: Managing Director/Chief Executive Officer
Date:
The applicant shall follow all relevant securities related act, rules and regulations including the rules and
notification mentioned below:
Securities and Exchange Commission (Issue of Capital) Rules, 2001
Commission’s Notification No. SEC/CMRRCD/2006-159/Admin/03-44 dated 05.05.2010, (amended vides
Commission’s Notification No. BSEC/CMRRCD/2009-193/209/Admin/ dated July 31, 2018)
Commission’s Notification No. SEC/CMRRCD/2009-193/114/Admin.28 dated 02.10.2011
Commission's Notification No. SEC/CMRRCD/2009-193/164/Admin/58 dated 18 December 2014
Commission's Notification No. SEC/CMRRCD/2009-193/170/Admin/60 dated June 11, 2015

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Checklist for seeking consent to Private/Public Limited companies for raising of capital above exemption limit

Commission's Notification No. BSEC/CMRRCD/2009-193/193/Admin-73 dated September 20, 2016

Commission's Notification No. BSEC/CMRRCD/2009-193/211/Admin-84 dated October 22, 2018

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