Effects of Globalisation on Operations Management

Effects of Globalisation on Operations Management Global operation management in financial institution has seen unpredictable activities in recent years due to global economic downturn and competition for market share. The key element which underpin global environment will be internationalisation and globalisation. Global operation refers to dynamics which affect the world economy and successful integration of global dispersed function or activities. According to Yip(1995) global operation can be refer to, among others global sourcing, to have manufacturing or service facilities world wide or to supply drivers of globalisation including global market, each of which increase competitiveness through increase sales by expanding into new market. On the other hand, Slack, et al (2001) argues that globalization is the opportunities for operation managers to develop both supplier and customer relation in different part of the world. Recent tactics in global competition among organisations require extension of trade internationally by the pattern of foreign direct investment which has resulted emerging newly industrialising nation. In a highly competitive global environment, companies need to set a well define operation objectives and plans to successfully compete in both domestic and global market. This assignment critically analyses the key global operation management techniques adopted by Barclays bank for its innovative process to distinguish itself as a unique global asset management firm offering tremendous service to institution and individuals. Barclays global investors are one of the worlds largest asset managers and the world largest providers of structure investment strategies. The company operation strategy should reflect its position in global, economic, political and social environment. (See Appendix one) According to this assignment there are 8 major key factors for global operation management to be considered below; Global Total Quality Management in service industries (TQM gurus) Global Inventory Planning and Control Management Strategies for Global Change Management Global Operation Design and Process Global Operations Planning, Scheduling Global Distributions and Supply Chain Management Strategy for Global Human Resources. Global strategy for operation Management Global strategies for operation management Operation management is a systematic approach to address all the issues pertaining to the transformation process that convert some inputs into output that are useful and could fetch revenue for the organisation. According to Slack, et al (2001) global operation management is the term used for the activities, decision and responsibilities of operation managers who manage the production and delivered of produce and service. The operation strategy should be part of the organisation total strategy to achieve global dominance. Financial service product faces unique challenges which need customers present during the production and service delivery. This requires Barclays to improve its operation process that will add value to achieve competitive advantage. Strategy for Managing Global Operation Effective operation through efficient use of resources world wide drive towards a globalize economic system. Global market imposes new standards on quality and time requires operation managers to think domestic market and penetrate the global market. To achieve its objectives towards globalization, there should be improve communication technologies and open financial system. The company strategy should achieve adequate utilisation of resource and adequate customer service. This strategy has prove success by positioning itself as customer-oriented organisation and empowering customers world wide to make different choices of innovative financial product to meet their needs. However, global strategy has the following draw backs; To manage multinational operation faces challenges of language and customs difference, different management style and different laws and regulation. The current economic downturn has affected consumer spending and confidence in the banking industries. Complex global operation by multinational faces ethical and environmental challenges. Operation Strategy contents In global operation content, the decision and action should be specific to achieve the objective. The content reflects the four perspectives; Operation strategy as top- down perspective Operation strategy as bottom-up perspective The market requirement perspective The operation resources perspective Global total quality management in financial service industries Total quality management The business leaders face immense pressure in todays turbulent competitive environment thats move forward by globalisation, macro-environment factors and advanced technological growth of internet. The strong market forces within this competitive environment have developed global customers who are more aware of changes in the global market. Total quality management is an important tool in any business to surmount future challenges within the turbulent financial service environment. TQM provides the financial business leaders with a formalised process in setting clear and achievable corporate objectives and at the same time guides the management in planning strategies to maximise resources and to achieve win-win partnership. Total quality management (TQM) is an organization-wide process that revolves around  the Total Quality Triad. It assumes that there is never a state of perfection (Kelada, 1996). Hence, in order to that plans are developed in an integrated manner, three important total  quality principles must be adhered to participation and commitment by stakeholders  and senior management team, employee involvement and continuous improvements to  meet customer satisfaction. Source: Bradford University Total quality management in global financial services environment In the global financial services environment, Total Quality Management (TQM) provides the overall concept that fosters continuous improvement in an organization. The implementation of a Quality Management System (QMS) does not equate to self-generated results. Continual improvement Continuous improvement of the QMS is of paramount importance for meeting and satisfying clients ever changing needs and requirements. The purpose of the project is to identify quality improvement through Kaizen program, performance measurements; benchmarking with appropriate key performance indicators; and essentially designing a balanced scorecard to achieve continual improvement. Practices by non-financial organisation Good practices implemented by construction organizations in strategic partnerships alliances and knowledge management was identified and developed recommendations for improvements to gain competitive advantage in the construction industry. TQM not suitable for financial services environment TQM is not really suitable for any service organisations but it really helps the service organisations to focus on the participation of senior management team, involvement of all employees and managing internal process towards achieving customer satisfaction. Long Term client relationship In global financial services environment business strategy is building on long-term client relationships. Over 90 percent of the work is repeated business from loyal clients. This strategy yields cost advantages, profits, and growth, allowing them to attract and retain investors and thus fuel further growth. Quality Gurus There are a number of writers whose work dominates the quality movement. Their ideas and approaches have stood the test of time and have come to from a body of accepted knowledge, to lead and advise their own movement in quality. They have become known as gurus Crosby Philip B. Deming W. Edwards Feigenbaum Armand V Ishikawa Kaoru Juran Joseph M Oakland john S Shingo Shigeo Taguchi Genichi All the above Gurus have presented their own work on quality management and have made a significant impact on the world through their contributions to improving not only businesses, but all organizations including national governments, public organizations, educational institutions, healthcare organizations, and many other establishments and organizations. Global inventory planning and control management What is planning and control? The purpose of planning and control is to ensure that operations are working effectively and the production of products and services as required. There is another purpose of planning which is to minimise uncertainty and risk and a clear view of future forecasting. Financial planning and control It is a well known fact that a successful business helps organisations to generate enough cash in order to cover costs and make some profit. The difference between sales and cost is profit. The businesses are not always expected to be profitable from the very first day but there should be an expected plan for them to become profitable. There should be proper financial controls for all the businesses. The records should be accurate and complete and should fulfil the legal requirements. The tight financial control always helps the financial organisations or any organisation to monitor their current situation and always predict the future environment. The information derived from financial statement analysis can be used to establish future operating goals (financial planning) and to determine how to meet established goals (financial control). Developing pro forma financial statements is an important part of the planning and control processes. Inventory planning and control in financial services environment Inventory planning and control in financial services environment is the method of organising the difference between demand and supply of financial products and services. Inventory control is not a small matter from a financial perspective way. Inventory is really important and major current asset for any business including financial services organisations.  As a result, there are always policies of businesses to keep the inventory as low as possible because too much cash hold up in inventory. The objective of reducing the inventory can be accomplished with modern inventory management processes that are working effectively. INVENTORY PLANNING AND CONTROL Supply The Operation Operations resources Demand The Market Customer requirements Global change management strategies in financial environment In todays world of economic and technological development, the organisations have changed significantly. The change had only been possible through restructuring, technological improvement and merging with other businesses. The most important challenge for the organisations is to implement such change to achieve the behavioural and cultural change that is most likely required to achieve the planned benefits. Behavioural change does not just happen in the organisation. Change will only occur if there is leadership, clear goals and planned benefits for its stakeholders. All of these should be properly communicated in a timely manner. Strategy for Change Three important principles to manage change are: Change management is not the goal in itself: For an organisation to be successful, change management plays an important role. Change management is all about managing the process effectively and leads to an environment where an improvement in performance are realised. The change targets must play an active role in realising the change: Change in projects will identify and successfully communicate the image, therefore letting the employees know that the planned benefits have changed and play an active role in realising those planned benefits. Employees are the greatest asset for any organisation: Employees are potentially the greatest challenge for any organisation. The image or goal of any purpose can only become reality if the employees believe in the project and have the desire to achieve it. Financial services environment In the last decade, financial services sector has undergone major changes. The financial sector is a rewarding field in which there is every chance to make or improve a career, particularly if staff is loyal, hard working and have given the correct back up support. It cannot be ignored that the current process of globalization and market deregulation has often led to restructuring within organisations. If these major changes have been mis-handled, then it would bring job insecurity and resulting increased pressure on work forces, which in turn can lead to higher work related stress, and a possible lack of commitment and motivation. Change requirement in current financial environment Capital, currently, is grossly overvalued. Company objectives are all about maximizing value for shareholders, the providers of capital. This can lead to companies adopting strategies that do not necessarily benefit stakeholders such as customers and staff. The same emphasis on capital, and shareholder value, breeds an unhealthy focus on short-term results. Shareholders of stock listed companies want better results every quarter, leading management to take decisions that are not necessarily in the longterm interests of the company and its stakeholders. This needs to change. Global Operations Design A global operation must be designed to enable efficiency and effectiveness. It must not happen by default. To design is to conceive the looks, arrangement and workings of something before it is constructed. (Slack, chambers and Johnston, 2007). Global operations design consist of process design, products or service design, process technologies and layout design. Process Design Slack, Chambers and Johnston, 2007; defined process design as the overall configuration of a process that determines the sequence of activities and the flow of transformed resources between them. Process design should reflect process objective. Processes should be designed so they can create all products and services which the operation is likely to introduce. (Slack, Chambers and Johnston, 2007) The Volume-Variety Effect of Process Design Normally, the design of a process for a financial services organisation within a country is based on volume-variety. This also applies globally. Process type in service operations Process design will be determined by the volume and variety. When volume is low, there is the possibility that variety will be high. When volume is high, there is the possibility that variety will be low and so there will be standardisation. Professional services provide high levels of customised services based on customer needs. As a result may have high level of variety and low volume. Mass services process have a high number of transactions, often involving limited customisation, example gocompare.com. As a result there will be high volume and so variety may be low. Service shops process are positioned between professional services and mass services, usually with medium levels of volume and customisation. In global operations design, FSO falls within the Mass Services category. This is high volume and less variety. Therefore, there is standardisation. This is because; Uniformity Due to globalisation, there is more movement of people across the world. It is therefore important to create a uniformity of processes so that customers from different part of the world who have seen such a product or services at other parts of the world could easily identify and understand the processes. Cost Saving In FSO, it cost of money to create a process. Some of the cost are the amount paid to consultants and key management staff to design a process to achieve efficiency and effectiveness. Hence such a process is copied by other branches throughout the world to save money. Time There is also a lot of management time in process design. It is therefore better for other branches in other part of the world to copy so that management time will be saved and spent on other activities. Human Resource Management Globalisation has also lead to the movement of staff, especially senior and management staff across the world. To ensure that they fit into the system easily, process are standardised. Global Management Strategy Most FSO now see the world as a global village. For that matter, top management see the world global operation as one unit. As a result, they adopt similar processes across the whole global organisation. Products or Service Design Products and services are often the first thing that customers see of a company, so they should have an impact. A good design is to satisfy the customer. (Slack, Chambers and Johnston, 2007). As customer gets satisfied, the organisation can achieve its vision (Lynch and Cross, Performance Pyramid). According performance pyramid developed by Lynch and Cross (Advanced Performance Management, Essential text, 2007); Customers base their satisfaction on quality and delivery time. The organisation bases their satisfaction on process time and level of waste. This is known as level four. As level four is achieve, leads to level three. That is customers becomes satisfied, the organisation becomes flexible to meet customers needs and so productivity as whole increases. Level three leads to level two. The organisation then get market share and high profitability as a result of level three. Finally, the organisation finally achieve its vision. Aspects of products and services All products and services can be considered as having three aspects. (Slack, Chambers and Johnston, 2007). That is, concept, package and process. The concept, which is the understanding of the nature, use and value of the service or product. FSO may manage the three aspects mostly through both external and internal environmental analysis by using SWOT Analysis (strength, weakness, opportunity and threat), Porters five forces and Porters Diamond. Supply network design Supply network includes suppliers and customers. It also include suppliers suppliers and customers customers and so on. It is the network of supplier and customer operations that have relationships with an operation. (Slack, Chambers and Johnston, 2007). The network has a supply side. That is, network of suppliers, suppliers suppliers that provide resources to an operation. The demand side is, chains of customers, customers customers that receive the products and services produced by an operation. The supply network must be designed to reduce time and cost. The shorter network, the shorter the cycle time and so the delivery time to the customers may also reduce. Process Technology Sometimes, FSO outsource some activities to reduce the supply network to save cost and increase speed. Furthermore, information technology has also help to reduce the supply network by eliminating intermediaries. Example, e-procurement can enable FSO to access a pool of suppliers directly. For the demand side, websites like moneysupermarket.com can be accessed by a wide range of customers directly. Global Operation Planning and Control Most FSO fail because they fail to plan and control their resources globally. The situation of most banks in the current global recession is a typical example. Apart from HSBC and Barclays Bank to some extent, most banks nearly collapse. Northern Rock and Lloyds TSB are a example of failure to plan and control globally. This shows that planning and control are very important because global operation for FSO is a very high risk. Therefore, planning and control is important. This is to ensure efficiency and effectiveness globally. The whole world economy is interlinked. There is free movement of capital across the world. As a result, an economic downturn in one part of the world could affect the rest of the world. Example, the downturn of the housing market in U.S.A. nearly leads to the collapse of Northern Rock as a whole. Furthermore, the current recession in Dubai has affected the Lloyds TSB in the U.K. Some of the things that are planning and control globally are; Capacity Planning and Control This is the task of setting the effective capacity of the operation so that it can respond to the demands placed upon it(Slack, Chambers and Johnston, 2007). That is how to deploy resources to able to meet demand. That can be termed as flexibility of resource utilisation. Globally, FSO must be flexible enough to cope with changing levels of operation. Failure in capacity planning and control normally lead to delay of delivering on time. As a result, customers get dissatisfied and the long term effect is lost of market share. Some of the factors that may affect global capacity planning and control are; Political Example are; political instability, government regulations Economics Recession, Exchange rate, Foreign exchange control. Social Culture, Religion, Availability of staff Technology Level of technology Environmental Activities of environmental agencies and international policies on  environmental issues. Legal Legislation like health and safety, anti monopoly laws Project Planning and Control A project is a set of activities with a definite start point and a definite end state, which pursues a defined goal and uses a defined set of resources. (Slack, Chambers and Johnston, 2007). It involves five stages. They are; Understanding the project environment Defining the project Project planning Technical execution Project control Global project planning and control is difficult and risky. This is because, it is very big, it covers wide area, time differences and it may involve a lot of resources. Poor planning and control of project can lead to failure. That is, more resources may be used than anticipated and the project may also not finish on schedule. A project can be planned and controlled by techniques such as critical path analysis and Gantt charts. The introduction of information technology has help to manage global projects. The most popular software for managing global projects is Groupware. Global Supply Chain Management Global operations managers of FSO have to look beyond internal view if they want to manage their operations effectively. This is because, an organisation depends on other organisations for survival and so there is the need to manage the supply and distribution of product and service. Decisions have to be made regarding supply and distribution, to ensure that the needs of end customers are met. That is, supplying customers with the appropriate products and services when needed at a competitive price. The objectives of supply chain management are quality, speed, dependability, flexibility and cost. Internet and mobile phone have helped most global FSO to make relationship between suppliers and customer work more efficiently and effectively. Through internet, global FSO has gained access to wide suppliers and also has used internet and mobile to deliver banking services to remote customers in different countries. STRATEGIES FOR GLOBAL HUMAN RESOURCES Human resources have got a key role in entering in to a new market to find out the risk and opportunity of the market. Human resources are concerned about staffing, recruiting and retain employees, training and development, cultural compatibility, communication and technology, and policies, procedures and structure. As organizations expand worldwide, human resource management has become increasingly more complex and challenging. The global business needs highly skilled and educated people for the operation and the HR management support these people to work as a team. Many companies have developed technological tools to address and overcome the HR challenges. In the global operation the HR managers struggled to communicate with the entire workforce effectively as they are spread all over the world. Many businesses develop innovative tools to communicate effectively to the workforce. Some years before the managers are sending from the headquarters to the overseas business. With efficient HR management many companies recruiting people from local area and employing managers without concerned of their origin. The HR managers have to understand the issues arise in the global operation. Global human resource management mainly focussed on recruiting key professional. By establishing ethical standards and maintain these standards HR involved in the new operation, mergers and acquisition. The human resource management should have a thorough knowledge of companies business strategy, product and services to be successful in global business development. If the HR managers have no business knowledge their role will be limited to administrating and staffing. If the HR takes initiative responsibility for developing resource plans and solution for staffing they will have a key role in global business development. When staffing for global operation the HR management should taken consideration of the timelines of establishing the new operation, the skills and expertise required the long term and short term staff requirement, the availability of local candidate and the position which need to be filled soon. The terms and condition of the employment includes payroll and compensations has to make clear before recruiting the employees. As in the global business many countries have different rules and regulations and its HR managers responsibility to change the terms and condition according to the country in which it operates business. The HR has to maintain a policy to all employees regardless of the place they work. There are four principle alternative between local adaption and global integration. They are international strategy in which knowledge transfer from head quarters. It is suitable for the when there is only few foreign business. The second one is multinational strategy which is local adapted. The next alternative is globalisation strategy which is centralised strategy for all the global operation. The final alternative is the transnational strategy. The HR manager should involve in the due diligence process before acquisition or merger occurs. The due diligence includes analysing the experience and expertise of the proposed merging management, the employment practices and the pay and benefit practices. The consistent HR strategy would improve the efficiency of workforce and can retain trained employees which will reduce the recruiting and staffing cost. The HR should establish a consistent HR strategy as well as a consistent localisation strategy. Without a consistent HR strategy it is hard to recruit, retain and train employees. GLOBAL OPERATIONAL IMPROVEMENT All the operations have got scope of improvement regardless of how well they managed. The managers should know their business and need to know how well they are operating at the present. The five performance objectives- quality, speed, dependability, flexibility and cost can be measure how well they are operating at the moment. The customer satisfaction is other tool for measuring the performance. The performance measures should be compared with a target. The target can be historically based, external performance based or absolute performance target. It can be also done by bench marking which is comparing with own performance or some others in the similar industry. The priority for improvement can be assessed from their performance and importance. The important-performance matrix can be used for this, which is a technique to compare the relative importance and performance to prioritize the improvement. Some other methods are using for improvement, such as break through improvement which is innovation based improvement, and the continuous improvement method as the name says it following the gradual improvement method. The business process re-engineering process is another method of improvement which recommends redesign of process to fulfil customer needs. To improve the operation, it should know the cause of failure of the operation. There are many reasons for operational failure. It could be design failures, facilities failures, people failure like errors and violation, supplier failures, customer failure and environmental disruption. Most of the failures root cause is human failures. As the failures can be controlled and improve the failures are an opportunity. Once the failures cause and effect understand the next step is try to prevent the failure in future. By maintaining the operation with care will minimise the chances of failure. The Total Quality Management could be use to improve the operation, by inspecting, controlling and assuring the operation will lead to improve the operation. The companies are improving their operation and product by experience and learning from the world to be competitive in the global business. The companies have to innovate new product and service to win the world. The traditional operational functions have to be change with the demand of the global economy for multinational organisations. The new technologies and sources able the companies to discover and access knowledge before their competitors. Therefore multinational companies have to act up on quick to the new knowledge they gain to sustain in the industry. The companies need to practice to learn from wherever the knowledge is generated. Once the knowledge is brought together it should be turned as an innovative product service or process which will help in global operation. The globally successful companies have the ability to spread their innovation across the global market. The companies have to obtain wide range of technology and techniques to be successful in global operation. GLOBAL OPERATIONAL CHALLENGE The challenges of operational management are many, but the major challenges are the impact of the globalization of markets, the changing view of the social responsibility, the environmental responsibility of businesses, the influence of technology development on operations management and the emergence of the concept of knowledge management.(Nigel slack, Stuart chambers, Robert Johnston). The challenge for operation is that it has to understand the changes in the economy

Women in Engineering Essay -- Gender Roles

Engineering is a field dominated by men in today's society, for many reasons. When people think about engineering they think about men with glasses and never does a women come to mind. However, there have been many studies on the skills that keep women out of engineering as a career yet there is no proof that women cannot or do not possess the skills needed to be a successful engineer. Therefore, it is thought and stereotyped that women do not have the skills to have an engineering career. Due to the studies and stereotypes the questions then arise as to what makes a good engineer. Many have the same response to the question but not one skill can a women not posses. Women are stereotyped as being dumb just because they are pretty. If a women is not considered pretty she is often thought of as being a smarter than a pretty women . Over all the stereotypes there are some women who have beat the odds. These Women who do have the skills to enter into the field face bias everyday in the f ield because they are women not because they lack in the required skills. Unfortunately, these reasons that keep women from entering the field of engineering. There have been organizations that spend their time encouraging women to enter into engineering. The Organizations and societies have become so strong and so persuasive that even the company that makes Barbie is coming out with a computer engineering Barbie to attract young girls into the field. The push from the organizations and the drive of the women for success has helped some women to make a breakthrough in the field. Those few women who have overcome many challenges and obstacles in the field have to prove themselves to be looked at with even the slightest bit of respect. These women who ma... ... if they are. Not only when they have the interest be as a little girl playing with her toy Barbie that says, "math is hard". Research could be done on the math ability of women compared to men. On the contrary, women have groups to encourage them to enter into the field. The groups show that even though women are pushed out of the field they must be important because the societies and organizations exist. Why is it that women are being so strongly pushed out just to be pulled back in by the organization, it's because they are an important aspect to the field. The women who have the drive to enter into the field make huge strides and positive impacts on the field. Over all women may not be what is thought of when talking about engineering, but the women who go through the hardship make a huge impact of the field, causing their existence in the field to be important.

Woodrow Wilson vs the Senate Essay example -- essays papers

woodrow wilson vs the senate â€Å"The Only thing necessary for the triumph of evil is for good men to do nothing† They say time is a great teacher. How true. History has taught us that peace must be kept at all costs. At the end of World War 1, the common goal between the victorious nations throughout the world was to declare peace. The leading statesmen of these triumphant nations met in Paris to draw up the Treaty of Versailles, which would decide the fate of the central powers. Woodrow Wilson, the American President, created fourteen points as the basis for peace negotiations. Among these fourteen points was the most controversial and yet the most important to President Wilson, the League of Nations. President Wilson developed its charter and soon died from exhaustion after his own country, the United States, refused to ratify it in the senate. American policy had temporarily shifted from isolationism to internationalism because of the war, however the United States senate was not ready for the responsibilities of a world peacekeeper. Due to a republican majority, senators Henry Cabot Lodge, Alfred Beveridge, and other isolationist senators helped to sway the rest of congress to deny the ratification of the Treaty of Versailles. These senators believed that by entangling themselves in an international organization they would create new alliances, which would commit them to go to war. Also, Lodge felt that the League of Nations would be able to control the United States military by limiting the number of armaments that a nation could have. Due to Article 10 and the limitations on armaments, which the senators objected, and the inability to compromise on the deadlock between the Pr esident’s beliefs and the Senators, led to the failure to ratify the Treaty of Versailles. These factors lead the senate to their decision, which left the world vulnerable for another war and the eventual demise of the League of Nations. The Fourteen Points were one of Wilson’s major accomplishments while he held office. Wilson introduced this theory on what he believed were successful measures in not only preventing Germany from beginning a war again, but to prevent all wars. After all World War One was the war to end all wars. These Fourteen Points included proposals such as freedom of the seas, general disarmament, the removal of international trade barriers, impartia... ...n and his political rival were stubborn and stayed in a deadlock. Therefore, the treaty failed to be ratified. Wilson died on February 3, 1924 and along with him died the United States involvement in the League of Nations and the ratification of the Treaty of Versailles. Out of the Fourteen Points came Wilson’s most important achievement at Versailles, the creation of an international peacekeeping organization, the League of Nations. Woodrow Wilson did all that he could to gain the support of his people for the acceptance of the League of Nations in the Treaty of Versailles. He believed that the idea of collective security was the key to keeping world peace. Yet, Wilson was ahead of his time. America was not ready to switch from an isolationist state to an international peacekeeper. The American senate wanted to make changes to the treaty in order to secure their international stand on domestic issues. But Wilson was unwilling to compromise on securing peace for mankind, so Wilson gained nothing. The ratification of the Treaty of Versailles and the League of Nations would fail, however the idea still burned on, and the United Nations would be formed after the Second World War.

Auto Competition :: GCSE Business Marketing Coursework

Auto Competition Intro When an auto manufacturer needs to cut costs it will sometimes look for help from another manufacturer. This process results in a merging between companies in order to benefit one another. Companies may merge to be cost efficient or even to gain entry into another market segment. Either way, manufacturers try to gain instant results by merging. Auto manufacturers compete with each other to give consumers the state of the art safety systems that they demand. Parents are becoming more concerned about their family's safety with the lifesaving abilities of airbags. Consumers are looking at airbags as a very important option when making a vehicle purchasing decision. Not only must the automobile come equipped with one, but consumers also want a way to disengage the passenger side of the system if needed for children and infants. Description of Industry In the 1960's, automotive safety began with a man by the name of Ralph Nader. In November of 1965 Nader wrote Unsafe at Any Speed: The Designed-in Dangers of the American Automobile. The target of this book was General Motors' Corvair Nader claimed the rear suspension was faulty and made it possible to skid violently and roll over (Bollier). After Nader made the public aware of safety concerns, automotive manufacturers started putting items such as power disk brakes as standard equipment on new automobiles. GM started impact testing and designed side beam guards in the late 1960's (General Motors website). Nader's continued crusading into the 1970's made GM realize that it had to be proactive in the safety movement. The result of the movement was designing an airbag in 1973. Volvo had already introduced the airbag in 1972 on its 240/260 series (Volvo History). Companies, realizing that Nader was not going to be disappearing anytime, soon decided to look for suppliers that were safety conscious. Automotive manufacturers began buying safety glass, which reduced injuries from large glass shards in accidents. The introduction of the steel belted tires reduced the amount of tire blowouts, which can lead to rollovers. In the 1980's the public started to listen and jump onto Nader's bandwagon. The public was demanding automobiles equipped with life saving safety features. GM introduced the rear lap/shoulder belt in 1986 as standard equipment. Also in 1986 Volvo introduced a detachable seat for children up to the age of four.

The Listing Regulations of the Dhaka Stock Exchange Limited

THE LISTING REGULATIONS OF THE DHAKA STOCK EXCHANGE LIMITED Notification No. SEC/Member-II, Dated 8th April 1996 In exercise of the powers conferred by section 34 (1) of the Securities and Exchange Ordinance, 1969 (XVII of 1969), the Dhaka Stock Exchange, with the previous approval of the Securities and Exchange Commission, pleased to make the following regulation, namely: – I. 1.PRELIMINARY Short title and extent of applicability: (1) These Regulations may be called the â€Å"Listing Regulations of the Dhaka Stock Exchange Limited† The Regulations shall apply to all companies and securities applying for listing and those listed on the Exchange. (2) 2. (1) (i) (ii) (iii) (iv) (v) In the Regulations, unless there is anything repugnant in the subject or context. Act† means the Companies Act, 1994; â€Å"Council† means the Board of Councillors of the Exchange; â€Å"Commission† means the Securities and Exchange Commission; â€Å"Exchange† means t he Dhaka Stock Exchange Limited; â€Å"Listed Company† means a company or a body corporate or a corporation or other body which has been listed in accordance with the regulations and whose securities are listed; â€Å"Listed security† shall include any share, scrip, debenture, term finance certificate, bond, pre-organization certificate or such other instruments as the Commission may, by notification in the Official Gazette, specify for the purpose and which is accepted for listing on the Exchange in accordance with the Regulations; â€Å"Ordinance† means the Securities & Exchange Ordinance, 1969 (XVII of 1969); â€Å"Prescribed† means prescribed by these Regulations or under authority hereof; â€Å"Regulations† means these listing Regulations of the Exchange for the time being in force; â€Å"Secretary† means the Secretary to the Exchange. (vi) (vii) (viii) (ix) (x) (2) Words of expressions defined in the Act and the Ordinance shall, except those defined herein or where the subject or the context forbids, bear the same meaning as in the Act and the Ordinance or either of them and in the case of word or expression bears different meanings under both the Act. and the Ordinance that meaning which is carried or included in the Act shall prevail and have preferred application. II. LISTING OF COMPANIES & SECURITIES 3. 1) No dealings in securities of a company shall be allowed on the Exchange either on the Ready quotation Board or Cleared List, unless the company or the securities have been listed and permission for such dealing has been granted in accordance with these Regulations. (2) The permission under sub-regulation (1) may be granted upon an application being made by the company or in respect of the securities in the manner prescribed at least ten days prior to issue of the first prospectus. The Exchange, in granting such permission will consider, among other things sufficiently of public interest in the company or th e securities as determined by the Council in a welldefined way. 3) The Exchange shall decide the question of granting permission within a maximum period of six weeks from the date of closure of subscription lists. In case the permission is refused, the reasons thereof will be communicated to the applicant and the Commission within six weeks from the date of closure of subscription lists. (4) The Council will be the sole authority to grant, defer or refuse such permission and may for that purpose, relax any of these regulation subject only to two-third majority of the councillors present at such meeting of the council and so resolving by the majority of them. 4. (1) The application for listing shall be made by the applicant-company or on behalf of the security in the prescribed form and will be accompanied by the fees, specified in the Regulations. 2) The Council may require additional evidence, declarations, affirmations and information as also other forms to be filled up reasonable and relevant to application for listing, and all such requisitions shall be deemed to be prescribed requisitions for the purpose of a proper application for consideration by the Council for listing. (3) If an application together with the additional information referred to in subregulation(2) is not submitted, the Council may defer consideration or decline to consider it in which case such application will stand disposed of as refused. However, the applicant may move a fresh application after six months from the date of such refusal unless the Council other-wise decides. 4) An Applicant-company or security applying for listing shall furnish full and authentic information in respect thereof and such other particulars reasonable and relevant to the application for listing, as the Council or the Exchange may require from time to time. All routine particulars may be called for by the Secretary. III. UNDERTAKING 5. (1) No listing of a Company or securities, shall be permitted unless the company or the authorised representative on behalf of the securities has provided an undertaking under a common seal and authorised signature to abide by these Regulations. (2) The Company and/or the authorised representative in respect of securities, as the case may be, shall further undertake. i) (ii) that the securities shall be quoted on the Ready Quotation Council and/or the Cleared List at the discretion of the Exchange. that the Exchange shall not be bound by the request of the Company to remove its securities from the Ready Quotation Council and/or the Cleared List; that the Exchange shall be authorised and have the right, at any time and without serving notice if it be deemed proper for reasons to be recorded in writing, to suspend or to remove any shares or securities from the Ready Quotation Council and/or the Cleared List for any reason which the Exchange considers sufficient in public interest as determined by the Council in a well- defined way. hat such provisions in the articles of association of a Company or in any declaration or basis relating to any security as are or otherwise not deemed by the Exchange to be in conformity with the Regulations shall, upon being called upon by the Council, be amended forthwith and until such time as these amendments are made the provisions of these Regulations shall be deemed to supersede the articles of association of the Company or the declaration or basis relating to the securities to the extent indicated by the Council for purposes of amendment. that the Company or the security may be de-listed by the Council in the event of non-compliance and/or breach of undertaking given hereunder. (iii) (iv) (v) 6. The following documents and particulars duly certified by the company or the Company or authorised representative presenting the security shall be submitted to the Exchange at the time of application for listing or any time on demand by the Exchange. (i) (ii) (iii) (iv) (v) (vi) (vii)Application for listin g as per Form I; Memorandum & Articles of Association; Copy of the Certificate of incorporation; Copy of the Certificate of Commencement of Business; Copy of the Feasibility Report, in case of a new project; Copy of the certificate of registration of the industrial Units issued by the Council of Investment or any other competent authority; Copies of all material contracts and agreements entered into or exchanged with foreign participants, machinery suppliers and any other financial institutions; (viii) Copies of Letter (s) of Credit established in favour of Machinery Suppliers, if linked with the public issue; (ix) (x) (xi) (xii) Copy of Consent order issued by the Commission; Names of Directors along with directorship of other companies listed on the Exchange; Draft prospectus/Offer for sale; Auditors Certificate for the amount subscribed by the promoters/directors/ subsidiaries/associates; (xiii) Copies of the agreements relation to issue to securities for onsideration other than cash, if any; (xiv) (xv) (xvi) Copy of underwriting agreement (if any); Statement of audited accounts for the last 5 years or for a shorter number of years if the company is in operation only for such shorter period; Statement showing the cost of project and means of finance; (xvii) Copies of the approval of tax-holiday application under Ordinance, 1984; (xviii) Copies of the consent Letters from Bankers or Financial Institution to the Issues; (xix) (xx) (xxi) Application for submission of Under of Undertaking and payment of fees as per Form II; Copy of approval of prospectus/offer for sale from Commission; and Any other documents/material contract and such other particulars as may be required by the Exchange or by the Council and/or by the Commission; IV. PROSPECTUS, ALLOTMENT, ISSUE AND TRANSFER OF SHARES. 7. 1) No Company will apply for listing or be listed unless it is registered under the Act as a public limited company or has been set up under a statute and its minimum paid-up capital is Taka Twenty million. (2) Despite receiving the application for listing and any preliminary actions thereon, no Company shall be listed unless it has made a public issue which is subscribed by not less than 400 applicants. (3) The requirements of sub-section (1) or (2) shall not apply to listing of securities, other than shares of companies, unless any law so requires or the commission, in the exercise of its powers under the Ordinance, so directs. 8. (1) The prospectus or the offer for sale shall confirm to and in accordance with the requirements and provisions of the Act and/or the Ordinance and any other law or legal requirement for the time being applicable.Without prejudice to the foregoing the prospectus or the offer for sale shall fulfill all requirements of the law and of the Commission and shall state that:(a) the amount of public issue shall be in accordance with the consent order of the Commission, where applicable and the requirements prescribed hereunder or o therwise laid down by the Exchange; in all public issues, either by way of prospectus or by offer for sale, the basic of allotment shall be in accordance with the ‘consent order’ issued by the commission under the Ordinance; the share certificates shall be issued in such marketable lots as may be determined or approved by the Commission: and the application money shall be refunded, within such time as is prescribed in regulation 9 (4), if the company is not listed on the Exchange for any reason what so ever or the listing is refused. (2) (b) (c) (d) (3)The prospectus or offer for sale with the proforma application form shall be published by the company in one national daily Newspaper or as the Exchange may in addition require, at least 7 (seven) days in advance but not more than 30 (thirty) days before the due date of the opening of the subscription list. The company shall make available to the Exchange and to the bankers to the issue for distribution printed copies of prospectus or offer for sale and application forms in the quantity to be determined by the Exchange and the bankers. The company shall also accept application on identical copy/forms. (4) (5) Applications for shares shall be accepted only through bankers to the issue, whose names shall be included in the prospectus or the offer for sale.The directors or the associated companies, as the case may be, shall not participate in subscription of shares offered to the general public. The company shall inform the Exchange of the subscription received, which information shall be communicated in writing under the hand of an authorised person with certificate(s) from bankers to the issue, within seven working days of the closing of subscription. The company shall take a decision within forty days of the closure of subscription list as to what applications have been accepted or are successful. The company shall refund the application money in case of unaccepted or unsuccessful applications withi n 40 days of the closure of subscription lists.In case the application for listing is refused by the Exchange, for any or what so ever reasons, the company shall within 30 days pay without interest all money received from applicants in pursuance of the prospectus or the offer for sale, and if any such money is not repaid within thirty days after the company becomes liable to repay it, the directors of the company shall be, jointly and severally, liable to reply that money with interest at the rate of one percent for every month or part there of from the expiration of the 30th day. In case of over-subscription, the company, or the officers, as the case maybe, shall immediately submit to the Exchange copies of the ballot register of successful applications.The company shall despatch all allotment letters for securities in marketable lot within 40 (forty) days of closing of the subscription lists and keep ready all security certificates concerned, affixing hologram on them, within 90 ( ninety) days of the date of issue of the allotment letter to under intimation to the Exchange. Provided however that for trading purpose all allotment letters as well as Form-117 must bear rubber stamp with the word â€Å"certified/verified† under signature of the company Secretary, both in original, on the top right hand side of the same and that no allotment letter shall be acceptable by Exchange after 140 (one hundred and forty) days of closing of the subscription lists. (6) 9. (1) (2) (3) (4) (5) (6) 7) Any company which makes a default in complying with the requirements of these Regulations, or any of its sub-regulation, shall pay to the Exchange a penalty of TK. 1,000 (Taka one thousand only) for every day during which the default continues. The Exchange may also notify the fact of such default and the name of the defaulting company by notice and also by publication in the Ready Council Quotation of the Exchange. (8) Any action under these Regulations shall be without p rejudice to the action or steps taken by any other person or authority. 10. The company or the offerers shall, within six weeks of closing of subscription list, pay brokerage to the members of the exchange at the minimum rate of one percent of the value of the shares actually sold through them. 11. 1) (2) The company shall split allotment letters and letters of right into marketable lots within ten days of receipt of such application. The company shall consolidate or split, as may be required by a holder in writing, share certificates into marketable lots within 45 days of receipt of such application. The company shall verify the signature of shareholders within 72 hours of such a request which need not be accompanied by share certificates. The company shall complete shares transfer and have ready for delivery the share certificates lodged for registration of transfer within 45 days of the application for such transfer and its registration. The company shall give a minimum of 14 day s notice to the Exchange prior to (Closure of Share Transfer Books for any Purpose.The company shall treat the date of posting as the date of lodgement of shares for the purpose for which shares transfer register is closed, provided that the posted documents are received by the company before relevant action has been taken by the company. The company shall issue transfer receipts immediately on receiving the shares for transfer. The company shall not charge any transfer fee for transfer of shares. The company shall provide a minimum period of 7 days but not exceeding 15 days at a time for closure of shares Transfer Register, for any purpose, not exceeding 45 days in a year in the whole. 12. (1) (2) 13. (1) (2) (3) ( 4) (5) 14.No listed Company shall exercise any line whatsoever on fully paid shares and not shall there be any restriction on transfer of fully paid shares. The same shall apply to all listed securities. V. DIVIDENDS AND ENTITLEMENTS 15. (1) Every listed company shall ad vise and keep advise by appropriate writings the Exchanges of all dividends and entitlement in respect of its listed securities immediately upon recommendations by its directors through a letter to be delivered under a sealed cover during trading hours of the exchange. (2) Intimation of dividend and of all other entitlement shall be sent to the exchange not later than 14 days prior to commencements of the book closure. 16.Every listed company shall send to the exchange its financial results, both in the case of half yearly and annual accounts, in such from as may be prescribed by the commission as soon as these are approved by the directors of the company. 17. (1) The company shall send to the Exchange 50 copies each of statutory reports, annual reports and audited accounts not later then 14 days before a meeting of the shareholders is held to consider the same. (2) The company shall send to the Exchange copies of all notices as well as resolution at the same time of their publicati on and despatch to the shareholders and also file with the Exchange certified copies of all such resolutions as soon as these have been adopted and become effective. (3) The company shall send to the Exchange 50 copies of half yearly accounts as soon as the same are printed and/or published. 18. 1) Every listed company shall :(i) despatch the interim dividend warrants to the shareholders concerned within 60 days from the date of declaration of such dividend in a meeting of the board of directors in which the same has been approved ; despatch the final dividend warrants to the shareholders concerned within 60 days from the date of general meeting in which the same has been approved ; despatch the share certificates against bonus issue or stock dividend to the shareholders concerned within 60 days from the date of general meeting in which the same has been approved ; intimate the exchange immediately as soon as all the dividend warrants or bonus share certificates ,as the case may be, are posted to the shareholders; despatch interim and final dividend warrants, or bonus share certificates, as the case may be, to the shareholders by registered post or courier service unless those entitled to receive the dividend or certificate require otherwise in writing. (ii) (iii) (iv) (v) (3)All dividend warrants, in addition to the place of the registered office of the issuing companies, shall be encashable at least at all divisional head quarters for a period if six months from the date of issue. A listed company, which makes a default in complying, with the requirements of this regulation, shall pay to the Exchange penalty of Tk. 1000. 00 (Taka one thousand only) for every day during which the default continues. The Exchange may also notify the fact of such default and the name of defaulting company by notice and also by publication in the official Quotation list of the Exchange. Any action under these Regulations shall be without prejudice to the action or steps taken by any other person or authority. 3) (4) VI. ANNUAL GENERAL MEETINGS, ETC. 19. (1) A listed company shall hold its annual general meeting and lay before the said meetings balance sheet, profit and loss account and cash flows statement within nine months following the close of its financial year and in keeping with the provisions of the act. (2) A company may apply to the Exchange for extension in time under sub-regulation (1) and shall pay the following extension fees with such application : (i) Extension for the 1st month or part thereof: Tk. 5000. 00 (ii) Extension for the 2nd month or part thereof: Tk. 10,000. 00 (iii) Extension for the 3rd month or part thereof: Tk. 15,000. 0 Provided that the above extension shall be allowed subject to and upon production of a letter of approval from the commission allowing a similar Extension. (3) Upon receipt of the application, with the fee corresponding to the extension applied for, the council may, in its sole discretion, grant or refuse the extension. In the event of refusal the fee paid with the application shall be refunded retaining 10% thereof as service charges. (4) Failure to obtain extension from the exchange or if the annual general meeting is not held within time of the extension is refused, it shall make the company liable to penalty at double the rate of extension fees provided above. (5) No further extension beyond maximum period under sub-regulation (2) shall be granted.In the event of default continuing after the final extension provided here inabove, the company shall be liable to an additional penalty at the rate of Tk. 1,000. 00 per day for every day of the default and to action of suspension or delisting as may be decided by the Exchange. The Exchange may also notify the fact of such default and the name of the defaulting company by notice and also by publication of the same in the official quotation List of the Exchange. 20. (1) The company shall furnish copies of minutes of its annual general meetin g and of every extra-ordinary general meeting to the Exchange and the commission within 60 days of such meeting. 2) The company shall furnish to the Exchange and the commission a summarized list of shareholders showing the holding by sponsors, foreigners, institutions and general public as at 30th June and 31st December in each calendar year duly affirmed to be correct as and up to that date, within 30 days thereof. Failure to comply in the said behalf shall be deemed to be violation of these regulations and, in addition, such Company shall be liable to pay a sum of Tk. 1,000. 00perdayfor each day of default until it continues. VII. 21. INCREASE OF CAPITAL & ALLIED ISSUES Every listed company shall immediately advice the Exchange and the commission of all decisions taken by its council of directors and / or shareholders regarding any change in authorized, issued or paid up capital, issue of bonus shares, right shares or refund of capital and/ or reduction of capital. 22. 1) A listed company shall issue entitlement letters or right offers to all the share holders within a period of 45 days from the date of re-opening of share transfer register of the company closed for this purpose. (2) The company shall pay the following fees for extension granted by the Exchange with regard of issuance entitlement letters, etc. (i) for the first 15 days (ii) for the first 15 days Tk. 1,000. 00 per day Tk. 2,000. 00 per day Failure to seek extension from the Exchange shall make the company, liable to a penalty at double the rate of extension fee provided above. (3) No extension shall be granted beyond the period in sub-regulations (2).In the event of the default continuing after the final extension, the company shall be liable to an additional penalty at the rate of TK. 5000. 00 per day for each of default and also to action of suspension or otherwise delisting by the Exchange (4) No company which has been suspended or de-listed, as the case may be, shall be restored and its s hares re-quoted on Exchange until it has paid the full amount of penalty for the days of the default and receives the assent of the Council and/or Exchange for the restoration. 23. (1) A listed company shall issue bonus shares certificates within a period of sixty days from the date of re-opening of the share transfer register closed for this purpose according to the following time table. i) the bonus share certificates shall be despatched to the shareholders or concerned by registered post courier service unless those entitled to receive the bonus share certificates require otherwise in writing ; (ii) (iii) the exchange shall be immediately intimated as soon as the bonus share certificates are despatched to the shareholders; the company shall pay the extension fee (as in regulation 22(2) above)for extension granted by the Exchange with regard to issuance of bonus shares; no extension beyond that provided in the preceding clause shall be granted; in the event of the default continui ng after the final extension the company shall be liable to the penalty at the rate of Tk. 5,000. 00 per day the default continues and lso to action of suspension or de-listing by the Exchange. (iv) (v) (2) No listed company, which has been suspended or delisted, shall be restored andits share re-quoted on the Exchange until it pays penalty for the days of the default and receives the assent of the Council for restoration. VIII. LISTING OF SUBSIDIARY COMPANY & OTHER MATTERS. 24. (1) A listed company distributing shares of its â€Å"unlisted† subsidiary company in the form of specie dividend, right shares or any similar distribution shall get such subsidiary company listed on the Exchange within a period of 120 days from the date of approval of such distribution by the shareholders at the meeting of such company.In case of failure of such subsidiary company to apply for listing or refusal by the Exchange for such listing on account of insufficient public interest, or for any o ther reason whatsoever, the Company distributing specie dividend shall encash the shares of the subsidiary company at the option of the recipients at the price not less than the current break-up value or face value, whichever is higher, within 30 days from the expiry of 120 days or from the date of refusal of listing whichever is earlier, failure in which behalf shall be default in which event the trading in the shares of the listed company be suspended by the Council or the company de-listed. (2) 25. Every listed company shall notify the Exchange and the Commission immediately regarding changes in its council of directors by addition or removal by death, resignation, or dis-qualification, as the case may be. 6. A listed company shall notify the Exchange and the Commission of any amendment proposed to be made in its memorandum and articles of association before the same are placed for the approval of the shareholders. 27. A listed company shall immediately notify the Exchange and th e Commission in respect of any material change in the nature of its business including acquisition or sale or purchase of major operating assets, franshise, brand name, goodwill, royalty and all relevant information such as consideration, terms of payment, period of use of such facilities and projected gains and also risk or uncertain factors to accrue to the Company. 28.Every listed company shall advise the Exchange of: (a) the decision to issue Term Finance certificates and the purpose thereof, not withstanding the application is to be made to the Commission later; (b) submit copy of the application made to Commission with relevant details and certified copy of the consent order; (c) all material particulars of the Term Finance Certificates including conditions governing the issue, details of guarantees/securities, trustees and name of the subscribing institution (s). 29. All listed Companies shall intimate before 14 days to the Exchange and the Commission in respect of the date a nd time of holding of its annual general meeting or extra-ordinary general meetings. 30. All listed company shall notify the Exchange and the Commission in advance the date and time of its council meeting specially called for consideration of its accounts and for declaration of any entitlement for the shareholders. IX. DE-LISTING AND SUSPENSION. 31. 1) A listed company may be de-listed or suspended for any of the following reasons: (a) if its securities are quoted below 50 percent of face value for a continuous period of three calendar years provided that if the shares of the company quoted at 50 percent or above of their face value then such a rate is maintained for a continuous period of thirty working days. (b) if it has failed to declare dividend or bonus : (i) for five years from the date of declaration of last dividend or bonus; or (ii) (iii) in the case of manufacturing companies, for five years from the date of commencement of commercial production; and for five years from t he date of commencement of business in all other cases. c) if it has failed to hold its annual general meeting for a continuous period of three years; (d) if it has gone in to liquidation either voluntarily or under court order; (e) if it has failed to pay the annual listing fees as prescribed in these regulations payable to the Exchange for a period of 2 years or penalty imposed under these regulation or any other dues payable to the Exchange for a period of two years; (f) if it has failed to comply with the requirements of any of these Regulations; (g) no company which has been de-listed or suspended shall be restored and its shares re-quoted until it removes the causes of de-listing/suspension and receives the assent of the Council or Exchange for the restoration. (2) No company will be de-listed under the Listing Regulations unless the company has been given an adequate opportunity of being heard. 32.Where no trading has taken place on the Exchange in the Securities of a listed company for a continuous period of 180 days, the Exchange, if it is satisfied that the prices quoted are not in accordance with the market realities, the Exchange may declare it as not traded or as an inactive stock, until such time as a subsequent trade takes place and a price is ascertained. X. LISTING AND ANNUAL FEES 33. (1) A company applying for listing on the Exchange, shall pay an initial listing fee equivalent to one fourth of one percent of the PAID-UP CAPITAL, DEBENTURE AND SHARE PREMIUM, IF ANY subject to a minimum of Taka ten thousand. (2) Whenever a listed company increase the paid-up capital of any class or class of its shares, or securities listed on the Exchange, it shall pay to the Exchange a fee equivalent to one fourth of one percent of such increase of shares and debentures along with share premium, if any, thereon. 3) Every listed company shall pay, in respect of each financial year of the Exchange, commencing from 1st January and ending on 31st December next, a n annual listing fee, which shall be payable by or before the 31st March in each calendar year, as per following schedule; COMPANIES HAVING PAID-UP CAPITAL & DEBENTURES RATE OF FEE Up to Tk. 1(One) crore Up to Tk. 2 (Two) crore Up to Tk. 3 (Three) crore Up to Tk. 4 (Four) crore Up to Tk. 5 (Five) crore Up to Tk. 7. 5 (Seven & Half) crore Up to Tk. 10 (Ten) crore Up to Tk. 12. 5 (Twelve & Half) crore Up to Tk. 15 (Fifteen) crore Up to Tk. 20 (Twenty) crore Up to Tk. 25 (Twenty Five) crore Up to Tk. 30 (Thirty) crore Up to Tk. 40 (Forty) crore Tk. 10,000 Tk. 15,000 Tk. 20,000 Tk. 25,000 Tk. 30,000 Tk. 35,000 Tk. 40,000 Tk. 5,000 Tk. 50,000 Tk. 55,000 Tk. 60,000 Tk. 65,000 Tk. 70,000 Up to Tk. 50 (Fifty) crore Up to Tk. 60 (Sixty) crore Up to Tk. 70 (Seventy) crore Up to Tk. 80 (Eighty) crore Up to Tk. 100 (One hundred) crore Above Tk. 100 (One hundred) crore Tk. 75,000 Tk. 80,000 Tk. 85,000 Tk. 90,000 Tk. 95,000 Tk. 1,00,000 Provided that the Exchange or Council may revise the above f ees or any of the slabs or add new slabs, Provided further that every company applying for listing shall pay annual listing fee for the entire financial year of the Exchange along with the listing application irrespective of the date of its listing during that financial/calendar year. 4) The above Listing fee or any other sum fixed by the Exchange or the Council shall be payable by 31st March in advances for every financial/calendar year. Failure to pay the annual fee by 31st March shall make the company liable to pay a surcharge at the rate of 1. 5 percent (one and a half percent) per month or part thereof, until payment. However if reasonable grounds are adduced for non or delayed payment of annual fee, the Exchange or the Council may, reduce or waive the surcharge liability. A Company applying for enlistment on the Exchange shall, in addition to other fees, pay a sum of Tk, 5,000. 00 as Service charges, which is nonrefundable in any case.In case the listing is not allowed by the Council or he Exchange, 90% of both the initial listing fee and annual listing fee shall be refunded within sixty days of such refusal after retaining 10% of the whole as processing charge. All Exchange dues shall be paid by cheques, pay orders or bank drafts pay able to the Exchange at any bank branch located in Dhaka. Without prejudice to the action which the Exchange may take under these Regulations in the event of default in payment of its dues, nothing shall prevent the Exchange from recovering such dues through posting defaulters names on the notice Council of the Exchange or by invoking the process of law obtaining order of the commission or of a competent court.Without prejudice to various specific or other penalties provided or available under these Regulations, the Exchange or the Council shall have powers to suspend or delist a company which in the opinion of the Exchange or the Council has defaulted or contravened any Listing Regulations. (5) (6) (7) 34. (1) (2) 35. (1) (2) The suspension or delisting under the preceding sub-regulation shall be communicated to the company, the Commission and simultaneously notified to the trade, inter-ali a, by posting it on the notice board of the Exchange and publishing it, if deemed necessary, in the Official quotation List or a Circular intimation issued by the Exchange. Trading in the shares and securities of a suspended or delisted company shall forthwith case and shall not be re-commenced until the suspension with drawn or the listing restored by order of the Council or the Exchange.Chapter- XI CONTINUING LISTING REQUIREMENTS (3) 36. While a Company remains on the official list it shall comply with the following requirements and such requirements as may be introduced from time to time the discretion of the Exchange and provide forthwith any explanations requested by the Exchange. (A) (1) Immediate Announcements to be made to the Exchange for release. A listed Company shall supply the Exchange with immediate effect. Any information concerning the Company or any of its subsidiaries necessary to avoid the establishment of a false marked in the Company’s securities or which would be likely to materially affect the price of its securities. 2) Any acquisition or disposal which are in the nature of trade investments and which in the opinion of the Directors is material, the fact of such disposal or acquisition and the possible for estimated effects of such disposal and acquisition on the performance and the profitability of the Company shall be communicated to the Exchange and to the shareholders simultaneously. (3) Any proposed change in the general character or nature of business of the Company or of any subsidiary thereof and particulars of any other or proposals for the purchase or sale of any controlling interest or any substantial part of the assets of the Company or of any subsidiary thereof and of the decisions of the Council in that regard. (4) Any intention to fix a book clos ing date and the reason thereof, starting the book closure date, which shall be at least 14 (fourteen) market days after the date of notification to the Exchange, along with the address of security registry at which documents will be accepted for registration.Provided however that the Exchange may direct at any time in writing to any company for effecting compulsory book closure within and for certain period of time as may be prescribed in the directive, subject to the time limits prescribed by the companies Act. 1994. Provided further that the Exchange may also direct any company at any time in writing to take appropriate measures for ensuring issuance of good tradable securities of the company. (5) Any recommendation or decision that a dividend will not be declared. (6) (a) (i) Any announcement of a payment of an interim dividend (including bonuses if any), the rate and amount per share and date of such payment which shall be before the expiry of 60 market days from the date of an nouncement. ii) Any recommendation of a final dividend (including bonuses if any), the date and amount per share and date of payment which shall be before the expiry of 60 market days from the date of declaration. (b) Any decision to change the Capital Structure of the Company by way of rights or a Bonus Issue. Such information should be communicated to the Exchange by telephone no sooner the meeting is held to consider or recommend such entitlement and confirmed by letter immediately afterwards. (7) In the case of an interim dividend declared before the close of a financial year, such announcement to the Exchange shall be accompanied by a statement showing comparative figures, based on which the declaration was made for such period of the current financial year and the corresponding period of the previous year. 8) When a dividend (Interim or Final) is declared after the close of a financial year, such announcement to the Exchange shall be accompanied by a statement showing comparat ive figures of the following; (a) Turnover figure/Gross operating profit; (b) Gross profit; (c) Income from other sources; (d) Provision for Taxation; (e) Net profit after Taxation; (9) (a) The Company shall make available to the Exchange and to all shareholders in the form set out in a half yearly Financial Statements before the expiry of 1 month from the half year period, such financial Statements shall be signed by the Chairman or Chief Executive and the Finance Director or in his absence the Chief Accountant. (b) The Company shall make available to the Exchange Financial Statements before the expiry of 3 months from the end of each Financial Year even if the figure are provisional subject and to audit. 10) Any intention to pass a resolution at any members meeting shall be notified to the Exchange at the same time that it is conveyed to the shareholders and within3market days after the date of the meeting whether or not such resolution was carried. Companies shall send duly stamp ed proxy forms to shareholders and debenture holders in all cases where proposals other than those of a purely routine nature are to be considered at a meeting of the company’s shareholders and debenture holders and such proxy forms shall be so worded that a shareholder or a debenture holder may be eligible to vote either for or against each resolution (11) Any change of address of the registered office of the Company or of any office sat which the register of the securities of the Company is kept. 12) Any change in the Directors, Company Secretary, Registers or Auditors of theCompany. (13) Any change of substantial share holding in the Company and details thereof. (14) Any application filed with a Court to wind up the Company or any of its subsidiaries. The appointment or receiver of liquidator of the Company or any of its subsidiaries. (15) Any acquisition of shares of another company or any transaction resulting in such Company because a subsidiary of the Company. 37. Annu al published accounts and report shall contain among other information (1) A full list of Investment (quoted and unquoted) held out side the gruoup as investments by the Company. (2) Holdings in Associate and Subsidiaries with the relative percentage. 3) A distribution schedule of each class of equity security setting out the member of holders and percentage in the following categories:No. of Holders Holdings Less than 500 shares 501 to 5,000 shares 5,001 to 10,000 shares 10,001 to 20,000 shares 20,001 to 30,000 shares 30,001 to 40,000 shares 40,001 to 50,000 shares 50,001 to 100,000 shares 100,001 to 1,000,000 shares Over 1,000,000 shares (4) A director Report, in addition to the requirements of the Companies Act, 1994 shall contain: (i) (ii) Names of the persons who were at any time during the Financial Year, Directors of the Company. The principal activities of the Company and its subsidiaries during the year and any changes therein. Total Holdings % (iii)Significant changes in t he Company’s or its subsidiaries fixed assets and the market value of land, if the value differs substantially from the book value. If any shares or debentures have been issued, the number, class and consideration received and the reason for the issue. Details of any arrangements whereby the Company enables Directors to acquire benefits by means of acquisition of share or debentures of the Company or any body corporate, explaining the effect of the arrangements and giving names of the Directors who, at any time during this year, were Directors and held, or whose nominees held, shared or debentures acquired as a result of the arrangements.A statement for each Director whether or not he had an interest in any other body corporate within the group, specifying the number and amount of shares and debentures held at the beginning and end of each Financial Year (or if was not a Director at the beginning of the year, the details when he became a Director). If turnover is attributable to two or more substantially differing classes of business, the proportions in which the turnover is divided among these classes, also operating profit and asset allocation: (iv) (v) (vi) (vii) (viii) The sum total of contributions made to government approved charities and other charities by the company. If in respect of each category, if exceeds Tk. 50,000/(ix) Where items are shown in the Directors’ Report instead of in the accounts of the company, the corresponding amounts for the immediately preceding year must also be shown. 3) A Chairman’s Report which shall include events occurring after the Balance Sheet Date as required by the Bangladesh Accounting Standards on â€Å"Contingencies and Event occurring after the Balance Sheet Date†. 38. of: (a) Lodging of a valid transfer (including for the balance if any ) (b) Closing of the offer. (c) Date for acceptance. (d) The expiration of any rights to renunciation, and shall not levy a fee for such issue or execu tions. If for any reason, the transfer cannot be registered, notice shall be given to the lodging broker, within 5 market days with reasons for such refusal. Companies shall issues definitive certificates before the expiry of 14 Market days 39.The companies shall disclose to the exchange on request an extract of the stock or the share register showing full details of al entries relating to the registration of stocks. Or shares entered or deleted under any particular name and the names into which any stocks or shares may have been transferred. The companies shall inform the exchange as and when a report is lodged with the company on any loss certificates or when the company discovers a forgery in a certificate of the company. 40. 41. GENERAL (1) It is the duty of the Council of Directors of a company to the ensure that all the requirements are met on a continuing basis so long as company remains on the official list of the Exchange. 2) In the event of any violation of the following c ontinuing listing requirements of the Exchange, the Companies shall pay to exchange fines prescribed below : Delays in submission of the half yearly report :- Tk. 500/-per day (a) lays in submissions of the annual provisional accounts :- Tk. 500/-per day (b) Delays in dispatching audited accounts :- Tk. 500/-per day (c) Delays in payments of annual listing fees :- Tk. 500/-per day (d) Delays in the registering of share transfers :- Tk. 500/-per day 42. (1) All shares of public companies listed with the exchange shall be sold through the trading system of the exchange. (2) Where,(a) transfer of the share is to be made by the registered shareholder to his close relative (i. e. pouse, son, daughter, father, mother, brother or sister) by way of gift, the transferor shall apply to the exchange; (b) transaction of such share is not possible to be effected through the trading system of the exchange under exceptional circumstance, the seller, or the pledgee (for effecting transfer of the pl edged share in the pledgee’s name in case of default of the pledgor), shall apply to the SEC through the exchange, in Form III for prior approval to effect such transfer or transaction, as the case may be: Provided, however, that a service charge to the extent of Tk. 0. 05% on the closing price of the scrip shall be payable to the exchange for each transfer, and that the closing price of the scrip prevailing on the day of approval accorded by the exchange, or the SEC, as the case may be, shall be taken as the price of the scrip for the purpose of such service charge. † Chapter XII CORPORATE DISCLOSURE POLICY 43.Out line of Exchange Disclosure policies: The Exchange considers that the conduct of a fair and orderly market requires, every listed Company to make available to the public information necessary to informed investing; and to take reasonable steps to ensure that all who invest in its securities enjoy equal access to such information. In applying these fundamental principle, the Exchange has adopted the following six specific policies concerning disclosure, each of which is discussed in further details in regulation 44. (1) Immediate Public Disclosure of Material Information : A listed company is required to release material information to the public in a manner designed to obtain its fullest possible public dissemination. (2) Through public Dissemination : A Listed Company is required to release material information to the public in a manner designed to obtain its fullest possible public dissemination. 3) Clarification or Confirmation of Rumours and Reports : Whenever a listed company becomes, or is made aware of a rumour or report true or false, that contains information that is likely to have, or has had an effect on the trading in the company’s securities or would likely to have a bearing on investment decisions, the company is required to publicly clarify the rumour reports as promptly as reports as possible. (4) Response to Unus ual Market Action: Whenever unusual market action takes place in a listed company’s securities, the company is expected to make inquiry to determine whenever or other conditions requiring corrective action exists, and if so, to take, whatever action is ppropriate.If, after the company’s review, the unusual market action remains unexplained it may be appropriate for the company to announce that there has been no material development in its business and affairs not previously disclosed to its knowledge, nor any other reason to account for the unusual market action. (5)UnwarrantedPromotionalDisclosure: A listed company should refrain from promotional disclosure activity which exceeds what is necessary to enable the public to make informed investment decisions. Such activity includes inappropriately worded news release, public announcements not justified by actual development in a company affairs, exaggerated reports or predictions, flamboyant wording and other forms of ov erstated or overzealus disclosure activity which may mislead investors and cause unwarranted price movements and activity in a company’s securities. 6) Insider Trading : Insiders should not trade on the basis of material information which is not known to the investing public. Moreover, insiders should refrain from trading, even, after material information has been released to the press an other media, for a period at least 5 market days to permit through public dissemination and evaluation of the information. (7) Buy/Sell of Shares by Sponsors : Every sponsor (which include every director, promoter, officer and / or other sponsor) or listed companies required to report to the Exchange in writing about his/her/theirintention to buy or sell or otherwise dispose off the shares held by him/her/them in he concerned company in the following format at least four working days before the scheduled date for disposal / acquisition of the shares with copy to the securities and Exchange C ommission. Format Report to Exchange under regulation 43 (7) of the listing regulations of the Exchange: 1. 2. 3. 4. 5. 6. (s) : Name of the Company : Name with full address of the sponsor : Folio No. in the Company : Quantity of shares to buy/sell : Scheduled date(s) for buy/sell : Details of disposal/acquisition planned for other than through Stock Exchange ———————————Signature of the Sponsor Place —————–Signature verified by : Date ——————(Seal & Signature with date of the authorised official of the company) 44.EXPLANATION OF EXCHANGE DISCLOSURE POLICES Explanation of exchange disclosure polices: The Exchange Disclosure Policies shall be interpreted and understood in the way these are explained in the schedule: 45. The Exchange Listing Department in primarily responsible for day to day relations between listed companies an d The Exchange. When unusual market action occurs it is reported to the Manager. In many cases by checking with market Surveillance, the Manager will try to trace the reason for the action to a specific cause such as recently disclosed information, or rumours, market surveillance may also check broker firms as to the source and reason for activity stemming from their particular firms.If no explanation of the unusual activity is revealed the Exchange may call officials of the company to determine whether the cause of the action is known to them. If the action appears to be attributable to a rumour or report or to material information that has not been publicly disseminated, the Company is requested to take appropriate corrective action and it may be advisable to halt trading until such action has been taken. 46. Consultation with The Exchange Listing Manager Listed Companies are urged to contact the Exchange as early as possible whenever problems are encountered or anticipated in int erpreting or applying the Exchange’s disclosure policies.By means of such advance consultation, effective liaison between companies and the Exchange can be maintained: 47. Power of exempt fines. The Exchange shall have the power to exempt any listed company from payment of fines leviable under these regulations on application for reasons stated in writing. FORM I (See regulation 6(i)) APPLICATION FOR LISTING OF SECURITIES WITH DHAKA STOCK EXCHANGE To: The Secretary Dhaka Stock Exchange Dhaka. Dear Sir, We hereby apply for the listing of our†¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦. (name of the Company) on your Stock Exchange. 2. Necessary information and documents as required in the annexure to this form are furnished. Yours faithfully, Signature & Address CC to : The Securities & Exchange Commission Dhaka 48.ANNEXURE TO FORM The following particulars and authenticated documents shall be annexed to the listing application, namely: 1. Memorandum and Articles of Association and, in case of Participatory Redeemable Capital, a copy of the trust deed: 2. Copies of prospectus issued by the company in respect of any security already listed on the Stock Exchange. 3. Copies of balance sheets and audited accounts for the last five completed years or for a shorter number of years if the Company has been in existance only for such shorter years/period; 4. A brief history of the company since incorporation giving details of its activities including any re-organization changes in its capital structure and borrowings. 5.A statement showing : (a) Dividends and cash bonus and/or bonus shares or right shares issued during a last 10 years or such shorter period as the company may have been is existence; (b) Dividends or interest in arrears, if any. 6. Certified copies of agreements or other documents relating to arrangements with or between : (a) Vendor and/or promoters. (b) Underwriters. (c) B rokers. 7. Certified copies of agreements with; (a) Managing agents. (b) Selling agents. (c) Managing director and technical directors. 8. A statement containing particulars, dates of and parties to all material contracts, agreements (including agreements for technical advice and collaboration), concessions and similar other documents except those entered into in the normal course of the ompany’s business or intended business together with a brief descriptions of the terms of such agreements or contracts. 9. Certified copies of the agreements with the BSB, BSRS, ICB and any other financial institutions. 10. Names and address of the directors and persons holding ten percent or more of any class of equity security as on the date of application together with the number of shares of debentures held by each. 11. Particulars of security for which listing is sought. 12. Additional/information/documents that may be called by the Exchange. FORM II (See regulation 6 (xix)) FORM FOR SUB MISSION OF UNDERTAKING AND PAYMENT OF FEES Dated†¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦ To The Secretary Dhaka Stock Exchange Limited Dhaka.Dear Sir, Re: LISTING ON THE STOCK EXCHANGE With reference to our listing application under Section 9 of the Securities and Exchange Ordinance, 1969, we enclose herewith the following: (1) An unconditional undertaking under the Common Seal of the company duly signed in accordance with the provisions contained in our Articles of Association. (2) A remittance of TK. †¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦. toward initial Listing Fee at the rate of one-forth of one percent of the Paid-up Capital, Debenture and share Premium of TK†¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦. subject to a minimum of Taka ten thousand. (3) A remittance of TK. †¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦. toward annual Listing Fee. (4) A remittance of TK. †¦Ã ¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦. toward the service charge. Yours faithfully SIGNATURE & ADDRESS ANNEXURE TO FORM II FORM OF UNCONDITIONAL UNDERTAKING ON NON-JUDICIAL STAMP PAPER (See Regulation 5) Dated†¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦Ã¢â‚¬ ¦. To The Secretary Dhaka Stock Exchange Limited Dhaka.Dear Sir, UNDERTAKING We undertake, unconditionally, to abide by the listing Regulations of the Dhaka Stock Exchange Limited which presently are, or hereinafter may be in force. We further undertake: (1) That our shares and securities shall be quoted on the Ready Quotation List and / or the Cleared List at the discretion of the Exchange. (2) That the Exchange shall not be bound by our request to remove the shares or securities from the ready Quotation List and / or the Cleared List. (3) That the Exchange shall have the right, at any time to suspend or remove the said shares or securities for any reason which the Exchange considers sufficient in public interest. (4) That such provisions in the Articles of Association of our Company or in any declaration or basis relating to any security as are or otherwise not deemed y the Exchange to be in conformity with the listing Regulations of the Exchange shall, upon being called upon by the Exchange, be amended to supersede the Articles of Association of our company or the declaration or basis relating to any security ; and (5) That our company and / or the security may be delisted by the Exchange in the event of non-compliance and breach of the Regulations and / or of this undertaking after giving an opportunity of being heard to us. Yours faithfully, NAME AND SIGNATURE OF AUTHORISED PERSON (S) WITH COMMON SEAL OF THE COMPANY Schedule (See regulation 44) EXPLANATION OF EXCHANGE DISCLOSURE POLICIES 1. Policy of immediate public Disclosure of Material Information (i) Ques. What standards should be employed to determine whether disclosure should be made?Ans: Immediate disclosure should be ma de of information about a company’s affairs or about events or conditions in market for the company’s securities which meets either of the following standards; (a) (b) Where the information is likely to have a significant effect on the price of any of the company’s securities, or Where such information (after any necessary interpretation by securities analyst or other experts) is likely to be considered important, by a reasonable investor in determining his choice of action. (ii) Ques. What kind of information about a company’s affairs should be disclosed? Ans: Any material information of a factual nature that has a bearing on the value of a company’s securities or on investor decisions as to whether or not to invest or trade in such securities.Included is information, known to the company, concerning the company’s property, business financial conditions and prospects, mergers and acquisitions and dealings with employees, suppliers, customer s and others as well as information concerning a significant change in ownership of the company’s securities owned by insiders or representing control of the company. The Exchange does not normally consider disclosure of a company’s internal estimates or projections of its earning or of other data relating to its affairs to be necessary. If such estimates or projections are released, they should be prepared carefully, on an reasonable factual basis and should be stated realistically, with appropriate qualifications.Moreover, if such estimates or projections subsequently appear to have been mistaken, they should be promptly and publicly corrected. (iii) Ques. What kind of events and conditions in the market for a company’s securities may require disclosure? Ans. The price of a company’s securities, as well as a reasonable investor’s decision whether to buy or sell those securities, may be affected as much by factors directly concerning the market fo r the securities as by factors concerning the Company’s business. Factors directly concerning the market for a Company’s securities, or events materially affecting the size of the â€Å"Public issue† of its securities.While, as is noted above; a company is expected to make appropriate disclosure about significant change in insider ownership of its securities, the company should not indiscriminately disclose publicly any knowledge it has of the trading activities of outsiders, such as trading by unit trusts or other institutions, for outsiders normally have a legitimate interest in preserving the confidentiality of their securities transactions. (iv) Ques. What are some specific examples of a company’s affairs or market conditions typically requiring disclosure? Ans. The following events, while not comprising a complete list of all the situations which may require disclosure are particularly likely to require prompt announcement: (a) a joint venture, merge rs, acquisitions or take overs. b) the declaration or omission of dividends or the determination of earnings. (c) the acquisition or loss of a significant contract. (d) a significant new product or discovery. (e) a change in control or a significant change in management. (f) a call of securities for redemption. (g) the borrowing of a significant amount of funds. (h) the public private sale of significant amount of additional securities. (i) significant litigation (j) the purchase or sale of significant assets. (k) a significant change in capital investment plans. (l) a significant labor dispute with sub-contractors or suppliers. (m) a tender offer for another company’s securities. (n) an event of default on nterest and/or principal payment in respect of loans (v) Ques. When may a company properly withhold information? Ans. Occasionally, circumstances arise in which provided that complete confidentiality is maintained a company may temporarily refrain from publicly disclosing material information. The following circumstances where disclosures can be withheld are limited and constitute an infrequent exception to the normal requirement of immediate public disclosure. Thus, in cases of doubt, the presumption must always be in favor of disclosure: (a) When immediate disclosure would prejudice the ability of the company to pursue its corporate objectives.Although public disclosure is generally necessary to protect the interest of investors, circumstances may occasionally arise where disclosure would prejudice a company’s ability to achieve a valid corporate objective. Public disclosure of plan to acquire certain real state for example, could result in an increase in the company cost of the desired acquisition or could prevent the company from carrying out the plan at all. In such circumstances, if the unfavorable result to the company outweighs the undesirable consequences of non-disclosure, disclosure may properly be deferred to a more appropriate tim e. (b) When the facts are in a state of flux and a more appropriate moment for disclosure is imminent.Occasionally corporate developments give rise to information which, although material, is subject to rapid change. If the situation is about to stabilise or resolve itself in the near future, it may be proper to withhold public announcements concerning the same subject but based on changing facts may confuse or mislead the public rather than enlighten it. In the course of a successful negotiation for the acquisition of another company, for example, the only information known to each party at the outset may be the willingness of the other to hold discussions. Shortly thereafter it may become apparent to the parties that it is likely an agreement can be reached. Finally, agreement in principle may be reached on specific terms.In such circumstances a company need not issue a public announcement at each stage of constantly changing facts but may await agreement in principle on specific terms. If, on the other hand, progress in negotiation should stabilise at some other point, disclosure should then be made if the information is material. Whenever the material information is being temporarily withheld, the strictest confidentiality must be maintained, and the company should be prepared to make an immediate public announcement, if necessary. During this period, the market action of the company’s securities should be closely watched, since unusual market activity frequently signifies that a â€Å"Leak† may have occurred.Company or securities laws may restrict the extent of permissible disclosures before or during a public offering of securities or a solicitation of proxies. (vi) Ques. What action is required if rumors occur while material information is being temporarily withheld? Ans: If rumours concerning such information should develop, immediate public disclosure becomes necessary. (vii) Ques. What action is required if insider trading occurs while material information is being temporarily withheld? Ans. Immediate public disclosure of the information is question must be effective if the company should learn that insider trading has taken or is taking place.In unusual cases, where the trading is insignificant and does not have any influence on the market measures sufficient to halt the insider trading and prevent its recurrence are taken exceptions might be made which should be discussed with the Exchange. The Exchange listing department can provide current information regarding market activity in the Company’s is securities with which to help assess the significance of such trading. (viii) Ques. How can confidentiality best be maintained? Ans. In formation, that is to be kept confidential should be confined, to the extent possible to the highest possible echelons of management and should be disclosed to officers, employees and other on a need to know basis only. Distribution of paper work and other data should be held t o a minimum.Where information must be disclosed more broadly to company personnel or others, their attention should be drawn to its confidential nature and to the restrictions that apply to its use, including the prohibitions of insider trading. It may be appropriate to require each person who gains access to the information to report any transaction which affects in the company‘s securities to the company. If company’s accountants or financial or public relations advisers or other outsiders are consulted, steps should be taken to ensure that they maintain similar precautions within their respective organizations to maintain confidentiality. (2) policy of through public Dissemination (i) Ques.What special disclosure techniques should a company employ? Ans. The steps requires are as foll