BSEC pushes bourses for comprehensive direct listing, de-listing roadmap

The Bangladesh Securities and Exchange Commission (BSEC) has asked the Dhaka Stock Exchange (DSE) and Chittagong Stock Exchange (CSE) to submit a unified, comprehensive amendment proposal to reform the decade-old listing regulations. 

The directive from the regulator comes after the premier bourse, DSE, sent three separate proposals over the last ten months seeking piecemeal changes to rules governing company inspections, direct listing, and delisting of securities.

To make change in the listing regulations, the commission needs to change some sections or provision at least four rules promulgated 2022 to 2025, and one directive promulgated in 2018, according to sources at the commission.

Instead of passing isolated amendments, the capital market regulator wants a complete overhaul of the listing regulations, 2015, to align them with newer market policies enacted over the years. 

So, the regulator, incorporating all necessary changes to ensure listing regulation is timely updated, asked the bourse to submit comprehensive amendment proposals in the rules, according to a letter issued to the bourse this week.

In the letter, the commission said subsequent promulgation of listing regulations, 2015, the commission formulated several regulatory instruments that are relevant to the listing regulations. 

These rules are – securities exchange rules, 2020, prohibition of insider trading rules, 2022, mutual fund rules, public offer of equity securities rules, 2025, and corporate governance code, 2018. 

The commission said these regulatory instruments contain provisions that are relevant to the amendment of the listing regulations, 2015. 

According to the letter, the regulator received a proposal from the bourse almost nine months ago in September 2025, to amend section 54(1) regarding the inspection of listed companies.

As per the section, the exchange, on cause, may inspect at any time, if it is necessary to conduct an inspection for the interest of investors, the affairs of any issuer of listed securities with prior approval of the commission and shall report to the Commission within fifteen days of completion of such inspection. 

Essentially, the bourse urged the commission to remove the requirement to obtain prior regulatory approval before inspecting any company, arguing that empowering the bourse in this manner would prevent time-consuming delays.

In March this year, the bourse also had sent another proposal to the commission on amending some sections for direct listing of the listing regulations.

In the listing regulations, 8 to 13 sections are mandated for the direct listing. Currently, the direct listing on the bourse is only allowed for the state-owned companies keeping a bar on applying the sections for private firms. 

The present commission bats on the allowing private and multinational firms' enlisting on the bourse under direct listing. But to make it real, the commission and the bourse need to amend some rules and permission from the government. 

On 22 June, the bourse sent another proposal to the commission overhauling the section 51, which dictates the delisting of securities. In the amendment proposals, as a part of launching a cleansing campaign to purge the toxic equities and protect investor interests.

Currently, the bourses have a mandate to delist any listed firm that fails to meet listing regulations. However, the existing rules lack a clear outline for the delisting process and investor protection.

The proposals include delisting companies that have remained closed for a prolonged period, failed to pay dividends or failed to hold annual general meetings.

Additionally, the proposals suggest that if directors or owners are found responsible for a company's poor financial condition through a special audit, their assets should be confiscated. 

Other proposals include appointing special auditors to determine actual assets, restricting sponsors from obtaining bank loans, and barring them from serving as directors in any other listed company.