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BANGLADESH SECURITIES AND EXCHANGE COMMISSIONni 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, 2016.

Dear Sir,

The undersigned is directed to inform you that a copy of Minutes of the Meeting amongstBSEC, DSE and CSE held on April 28, 2016 is enclosed herewith for information and necessaryaction.

For Bangladesh Securities and Exchange Commission

SW51-01^, 0 g ) 6Md. Monsur RahmanDirector

End: As stated above (4 Pages).

Distribution:1. Managing Director, Dhaka Stock Exchange Limited2. Managing Director, Chittagong Stock Exchange Limited

Copy to:1. All Commissioners, BSEC2. All Executive Directors, BSEC3. Chairman's Office, BSEC

Phone (PABX) : +880 -2 -9568101 2, --880-2-9561525. Fax 1-880-2-9563721, e-mail : scchdüi bdiiiaiI.rii Web : wwsccbd org. wo .sec.go'.bd

Bangladesh Securities and Exchange Commission10, 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) andChittagong Stock Exchange Limited (CSE) regarding interpretations and implementation ofBSEC's Directive No.SEC/SRMIC/2011/1240/445 dated April 27, 2015 in connection withuniform year end of all listed companies pursuant to the provisions of section 9 of theFinance Act, 2015.

The following persons were present in the meeting:

Representatives of BSEC:

1, Professor Dr. Swapan Kumar Bala, Commissioner2. Mr. Md. Anowarul Islam, Executive Director3. Mr. Md. Hasan Mahrnud, Executive Director4. Mr. Md. Abul Kalam, Director5. Mr. Prodip Kumar Basak, Director6. Mr. Md. Monsur Rahman, Director

Representatives of DSE:

1. Mr. A.K.M. Ziaul Hasan Khan, FCA, Chief Regulatory Officer2. Mr. Md. Shafiqul Islam Bhuiyan, AGM, Listing Affairs Department3. 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 inthe meeting.

At the outset Professor Dr. Swapan Kumar Bala, Commissioner, Bangladesh Securities andExchange Commission shared the content of Bangladesh Securities and ExchangeCommission's Directive No.SEC/SRMIC/2011/1240/445 dated April 27, 2015. The Directivewas issued to the Stock Exchanges of Bangladesh, all the listed companies other than Banks,Financial Institutions and Insurance Companies to facilitate the implementation of theprovisions of section 9 of the Finance Act, 2015 i.e., uniform income year starting from July1, 2016 to June 30, 2017. He also mentioned that out of total 291 companies, 89 companieshave 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 thecompanies other than Banks, Financial Institutions and Insurance Companies have alreadyadopted their audited financial statements for the year ended December 31, 2015 and alsoheld the respective Annual General Meeting (AGM) for the Calendar Year of 2015. Some of

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the companies only adopt their audited financial statements for the year ended December31, 2015 and AGM schedule has already been declared but AGM is yet to be held. Some ofthem have not yet adopted their audited financial statements for the year ended December31, 2015.

He also mentioned that for proper implementation and execution of the aforementionedDirective and the provisions of section 9 of the Finance Act, 2015, following clarifications aregiven:

1. All the listed companies other than Bank, Financial Institutions and InsuranceCompanies shall have uniform year-end i.e., June 30, 2016.

2. The aforementioned companies can adopt their financial statements for the periodgreater or less than 12 months to be ended on June 30, 2016 i.e., it can vary from 8to 18 months.

3. The respective company shall take approval from the Registrar of Joint StockCompanies and Firms (RJSC&F) so that they can increase their "Financial Year" forthe period up to 18 months in accordance with sub-section (4) of section 183 of theCompanies Act, 1994.

4. The company, financial year of which will be less than 12 months period as on June30, 2016 and which has not held AGM, shall also be allowed to close their financialstatements as on June 30, 2016 and hold their AGM based on the same subject toapproval of NBR and RJSC&F.

5. The respective company shall place time extension prayer before the National Boardof Revenue (NBR) to submit their income tax return by December 31, 2016 insteadof July 15, 2016 based on the financial year ended on December 31, 2015.

6. Stock Exchanges shall write a letter to NBR to conduct a tripartite meeting withRJSC&F so that the respective companies having already held their AGM andapproved their dividend (cash or bonus or both), if any, can approve the auditedfinancial statements for the fractional period ended on June 30, 2016 by the Boardmeeting without holding a General Meeting. The Exchanges shall also raise the issueto RJSC&F to allow the respective companies to submit their Board approved annualreturns for the fractional period ended on June 30, 2016 without holding AGM. If itis not possible, then adoption of accounts for the fractional period ended on June30, 2016 may be approved by holding a General Meeting other than Annual GeneralMeeting (AGM).

7. The companies which have already adopted financial statements for the periodended other than June and recommended dividend (cash or bonus or both), fixedtheir record date and AGM date (which is yet to be held), their AGM shall bepostponed and record date shall remain unchanged. But the companies which havealready recommended only cash dividend may be considered as interim dividendand :hey shall fix another record date for entitlement of final dividend of thefractional period, if any, and for attending in the AGM. In both the above cases, thecompanies shall conduct audit and adopt the audited financial statements for theadditional period ended on June 30, 2016 by the Board. They shall place thecombined audited financial statements (more than 12 months) before the AGMwhich shall be held within Calendar Year of 2016 (but within the maximum limit as

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mentioned in the Companies Act, 1994). They shall prepare one annual report forthe combined period. It is advisable to complete audit as soon as possible withoututilizing maximum limit of conduction of audit [i.e., 120 days from the year-end inaccordance with Rule 12(3A) of Securities and Exchange Rules, 1987 and regulations18 of the Dh aka/Chittagong Stock Exchange (Listing Regulations), 20151, as therespective company will not be able to convene the AGM within December 31, 2016due 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 ofAGM (minimum 14 days notice). The company may require to apply to the RJSC&Ffor holding its AGM beyond the maximum limit of 15 months gap between twoAGMs in accordance with section 81 of the Companies Act, 1994.

8. The companies which have already adopted the financial statements for the yearended on December 31, 2015, held the AGM and approved their dividend (cash orbonus or both), if any, shall further audit the financial statements for the periodJanuary 1, 2016 to June 30, 2016 and adopt the audited financial statements for theperiod ended on June 30, 2016 by the Board and follow the provisions of paragraph6 above.

9. The companies which neither adopt their audited financial statements nor holdAGM, can easily comply with the provisions of section 9 of the Finance Act, 2015.They shall conduct audit and adopt the audited financial statements for the periodended on June 30, 2016 (which can be less or more than 12 months). If it is morethan 12 months, they will prepare and audit the financial statements as perrequirement of the Finance Act, 2015. They shall fix single record date forentitlement of dividend for whole period, if any, and for attending in the AGM. Theyshall place the combined audited financial statements before the AGM which shallbe held within December 31, 2016 (but within the maximum limit as mentioned inthe Companies Act, 1994). The company may require to apply to RJSC&F for holdingits AGM beyond the maximum limit of 15 months gap between two AGMs inaccordance with section 81 of the Companies Act, 1994.

It is advisable to complete audit as soon as possible and not to utilize maximum limitof conduction of audit (i.e., 120 days from the year end in accordance with Rule12(3A) of Securities and Exchange Rules, 1987 and regulations 18 of theDhaka/Chittagong Stock Exchange (Listing Regulations), 20151, as the respectivecompany will not be able to convene the AGM within December 31, 2016 due totime Imitation of sending notice of Board Meeting (min 7days notice), fixation ofrecord date (min 14 working days notice) and sending notice of AGM (min 14 daysnotice).

10.The auditors shall remain same for the fractional period even though their tenurehas been/will be exceeded consecutive three years. New auditors shall be appointedin the General Meeting held for the period ended on June 30, 2016. Theirremuneration may be fixed for the fractional period proportion to their existingcontract.

11-The maximum limit of holding AGM (45 working days from AGM) and 1 AGM in aGregorian calendar year, minimum notice period of holding Board Meeting (7 daysprior notice) for adoption of annual accounts notice period for fixation of recorddate (minimum 14 working days and maximum 30 working days) etc. shall be

a

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applicable after June 30, 2016. But most of the maximum limit cannot beentertained due to holding AGM by December 31, 2016.

12.Disclosure of interim financial statements along with comparatives will beencouraged but not mandatory for the period up to June 30, 2016. if any companyprepares interim financial statements during the aforementioned period it shall notrequire, but will be encouraged, to provide comparative information as perrequirement 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, 2017.

13,Yearly financial statements for the year ended on June 30, 2016 shall be presentedwith comparative figures of same period of previous year.

14.Stock Exchanges shall write to Financial Institutions which have financial year otherthan January - December to convert it to January - December in accordance with theprovisions of section 9 of the Finance Act, 2015.

15.Stock Exchanges shall conduct a meeting with Bangladesh Association of PubliclyListed Companies (BAPLC) for smooth implementation of uniform income year.

16.The minutes containing the aforementioned clarifications shall be circulated to therespective listed companies by the Stock Exchanges for their information andnecessary action.

All the issues were discussed in the meeting in details and the same were unanimouslyapproved in the meeting.

As there was no other agenda the meeting was concluded with vote of thanks from theChair.

Professor Dr. Swapan Kumar BalaCommissionerBangladesh Securities and Exchange Commission

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